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2020-01-07 Agenda with Backup
City Council City of Denton Meeting Agenda City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Work Session Room & Council Chambers12:00 PMTuesday, January 7, 2020 WORK SESSION BEGINS AT 12:00 P.M. IN THE WORK SESSION ROOM REGULAR MEETING BEGINS AT 6:30 P.M. IN THE COUNCIL CHAMBERS After determining that a quorum is present, the City Council of the City of Denton, Texas will convene in a Work Session on Tuesday, January 7, 2020, 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 Receive a report, hold a discussion, and give staff direction regarding the Air Quality Standard Permit for Permanent Rock and Concrete Crushers Application filed by Mutual First, LLC with the Texas Commission on Environmental Quality (TCEQ) and associated land use issues for property located at 5120 E. University Drive. ID 20-109A. Receive a report, hold a discussion, and give staff direction regarding roles and responsibilities of the City's Economic Development department, including the staff and support provided to the Denton Main Street Association. ID 19-2764B. Receive a report, hold a discussion, and give staff direction regarding the Fine Arts Theater renovation and rehabilitation project and possible financial or other incentives related to the project. ID 19-2739C. Receive a report, hold a discussion and give staff direction regarding a proposed development for property located in the City ’s Extra Territorial Jurisdiction at the intersection of South Bonnie Brae and Allred Road. ID 19-2369D. Receive a report, hold a discussion, and give staff direction regarding City Hall West.ID 19-2840E. Receive a report, hold a discussion, and give staff direction on pending City Council requests for: ID 20-001F. Page 1 Printed on 1/8/2020 January 7, 2020City Council Meeting Agenda (1)Ethics Ordinance Revision; (2)Tree Ordinance Revisions; and, (3)Tree Survey 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: Consultation with Attorneys - Under Texas Government Code Section 551.071. Consult with the City’s attorneys and discuss legal status, expenses and strategy in Cause No. 19-10653-442, styled “Stonetown Country View, LLC v. City of Denton, Texas and Board of Adjustment for City of Denton, Texas” pending in the 442nd Judicial District Court, Denton County, Texas; where discussion of these legal matters in an open meeting would conflict with the duty of the City’s attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or otherwise compromise the City’s legal position in pending litigation. ID 19-2891A. Deliberations regarding Real Property - Under Texas Government Code Section 551.072; Consultation with Attorneys - Under Texas Government Code Section 551.071. Receive information from staff, discuss, deliberate, and provide staff with direction pertaining to the potential acquisition of real property interests located at 909 North Loop 288, in the City of Denton, Denton County, Texas, where the deliberation of same in an open meeting would have a detrimental effect on the position of the governmental body in negotiations with a third person. Consultation with the City ’s attorneys regarding legal issues associated with the potential acquisition or condemnation of the real property interests described above where a public discussion of these legal matters would conflict with the duty of the City’s attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City’s legal position in negotiations or potential litigation. ID 20-110B. Consultation with Attorneys - Under Texas Governmental Code Section 551.071. Consult with the City’s attorneys on the status, strategy, funding, and potential resolution of litigation in Cause No. DC-17-08139, styled “Michael Grim and Jim Maynard v. City of Denton, Texas” pending in the 68th Judicial District Court, Dallas County, Texas; where 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 Profession Conduct of the State Bar of Texas, or otherwise compromise the City’s legal position in pending litigation. ID 20-113C. Page 2 Printed on 1/8/2020 January 7, 2020City Council Meeting Agenda Any final action, decision, or vote on a matter deliberated in a Closed Meeting will only be taken in an Open Meeting that is held in compliance with Texas Government Code, Chapter 551, except to the extent such final decision, or vote is taken in the Closed Meeting in accordance with the provisions of Section 551.086 of the Texas Government Code (the ‘Public Power Exception’). The City Council reserves the right to adjourn into a Closed Meeting or Executive Session as authorized by Texas Government Code, Section 551.001, et seq. (The Texas Open Meetings Act) on any item on its open meeting agenda or to reconvene in a continuation of the Closed Meeting on the Closed Meeting items noted above, in accordance with the Texas Open Meetings Act, including, without limitation Sections 551.071-551.086 of the Texas Open Meetings Act. NOTE: Any item scheduled for formal action at the Regular 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. _________________________________________________________________________________ REGULAR MEETING OF THE CITY OF DENTON CITY COUNCIL AT 6:30 P.M. IN THE COUNCIL CHAMBERS AT CITY HALL, 215 E. MCKINNEY STREET, DENTON, TEXAS AT WHICH THE FOLLOWING ITEMS WILL BE CONSIDERED: 1. PLEDGE OF ALLEGIANCE A. U.S. Flag B. Texas Flag “Honor the Texas Flag – I pledge allegiance to thee, Texas, one state under God, one and indivisible.” 2. PROCLAMATIONS/PRESENTATIONS Millie Giles - in recognition of her many contributions to the City of DentonID 19-2963A. 3. PRESENTATION FROM MEMBERS OF THE PUBLIC A. Review of procedures for addressing the City Council. B. Receive Scheduled Citizen Reports from Members of the Public. This section of the agenda permits any person who has registered in advance to make a citizen report regarding a public business item he or she wishes to be considered by the City Council. This is limited to no more than four (4) speakers per meeting with each speaker allowed a maximum of four (4) minutes to present their report. At the conclusion of each report, the City Council may pose questions to the speaker or may engage in discussion. If the City Council believes that a speaker's report requires a more detailed review, the City Council will give the City Manager or City Staff direction to place the item on a future work session or regular meeting agenda and advise staff as to the background materials to be desired at such meeting. Page 3 Printed on 1/8/2020 January 7, 2020City Council Meeting Agenda C. Additional Citizen Reports - This section of the agenda, which is also known as the "open microphone" section, permits any person who is not registered for a citizen report to make comments about public business items not listed on the agenda. This section is limited to two open microphone speakers per meeting with each speaker allowed a maximum of four (4) minutes. Such person(s) must file a "Blue Card" requesting to speak during this period, prior to the calling of this agenda item. During open microphone reports under this section of the agenda, the Council may listen to citizens speak . However, because notice of the subject of the open microphone report has not been provided to the public in advance, the Texas Open Meetings Act limits any deliberation or decision by the Council to: a proposal to place the item on a future agenda; a statement of factual policy; or a recitation of existing policy. Council Members may not ask the open microphone speakers questions or discuss the items presented during open microphone reports. NOTE: If audio/visual aids during presentations to Council are needed, they must be submitted to the City Secretary 24 hours prior to the meeting. 4. CONSENT AGENDA Each of these items is recommended by Staff and approval thereof will be strictly on the basis of the Staff recommendations. Approval of the Consent Agenda authorizes the City Manager or his designee to implement each item in accordance with the Staff recommendations. The City Council has received background information and has had an opportunity to raise questions regarding these items prior to consideration. Listed below are bids, purchase orders, contracts, and other items to be approved under the Consent Agenda (Agenda Items A – P). This listing is provided on the Consent Agenda to allow Council Members to discuss or withdraw an item prior to approval of the Consent Agenda. If no items are pulled, the Consent Agenda Items will be approved with one motion. If items are pulled for separate discussion, they may be considered as the first items following approval of the Consent Agenda. Consider approval of the minutes of December 10, 2019.ID 19-2871A. Consider adoption of an ordinance of the City Council of the City of Denton, Texas, approving a grant application from Norman Roscoe LLC, from the Downtown Reinvestment Grant Program not to exceed $7,188.59; and providing for an effective date. The Downtown Denton Tax Increment Financing Reinvestment Zone No. 1 Board recommends approval (5-0). ID 19-2872B. Consider adoption of an ordinance of the City Council of the City of Denton, Texas, approving a grant application from Gonzo Athletics LLC dba The MVMT Lab, from the Downtown Reinvestment Grant Program not to exceed $25,000; and providing for an effective date. The Downtown Denton Tax Increment Financing Reinvestment Zone No . One Board recommends approval (4-1). ID 19-2874C. Consider adoption of an ordinance of the City Council of the City of Denton, Texas, approving a grant application from Scott Brown Properties, Inc. dba Scott Brown Commercial, for 216 W. Oak St., from the Downtown Reinvestment Grant Program not to exceed $12,500; and providing for an effective date. The Downtown Denton Tax Increment Financing Reinvestment Zone No. One Board recommends approval (5-0). ID 19-2875D. Consider adoption of an ordinance of the City Council of the City of Denton, Texas, ID 19-2876E. Page 4 Printed on 1/8/2020 January 7, 2020City Council Meeting Agenda approving a grant application from Scott Brown Properties, Inc. dba Scott Brown Commercial, for 211 and 215 N. Cedar St., from the Downtown Reinvestment Grant Program not to exceed $12,500; and providing for an effective date. The Downtown Denton Tax Increment Financing Reinvestment Zone No. One Board recommends approval (5-0). Consider adoption of an ordinance of the City Council of the City of Denton, Texas, approving a grant application from Chi Dao, from the Downtown Reinvestment Grant Program not to exceed $25,000; and providing for an effective date. The Downtown Denton Tax Increment Financing Reinvestment Zone No. One Board recommends approval (5-0). ID 19-2877F. Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, authorizing the City Manager, or his designee, to execute a contract with Associated Supply Company, Inc ., through the Buy Board Cooperative Purchasing Network Contract # 597-19, for the acquisition of six (6) new Case excavators for the Water Distribution and Wastewater Collections Departments; providing for the expenditure of funds therefor; and providing an effective date (File 7211 - awarded to Associated Supply Company, Inc., in the amount of $737,400). The Public Utilities Board recommends approval (7 - 0). ID 19-2968G. Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, authorizing the City Manager, or his designee, to purchase items with Caterpillar Inc. through the Sourcewell Cooperative Purchasing Network Contract Number 032119, for the purchase of three (3) new backhoes for the Public Works (Drainage and Streets) and Denton Municipal Electric Departments and two (2) new compact excavators for the Streets and Electric Departments; authorizing the expenditure of funds therefor; and declaring an effective date (File 7233 - awarded to Caterpillar Inc., in the not-to-exceed amount of $422,284.32). The Public Utilities Board recommends approval (7 - 0). ID 19-2969H. Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, rejecting any and all competitive bids under IFB 7130 for the supply of pest services for various City buildings/properties and any other areas maintained by the City of Denton Facilities Department; and providing an effective date (IFB 7130). ID 19-2986I. Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, authorizing the City Manager, or his designee, to execute a contract with Enviromatic Systems, through the Buy Board Cooperative Purchasing Network Contract # 552-17, for the acquisition of HVAC Equipment Supplies & Installation of HVAC Equipment for the Facilities Department; providing for the expenditure of funds therefor; and providing an effective date (File 7164 - awarded to Enviromatic Systems, in the one (1) year not-to-exceed amount of $640,000). ID 19-2987J. Consider adoption of an ordinance of the City of Denton, a Texas home -rule municipal corporation, authorizing the City Manager, or his designee, to execute a contract with W.W. Grainger, Inc., through the TXMAS Cooperative Purchasing Network Contract Number 18-51V06, for the acquisition of maintenance, repair, operations (MRO) and ID 19-2989K. Page 5 Printed on 1/8/2020 January 7, 2020City Council Meeting Agenda industrial supplies including hand tools, personal safety equipment, and supplies used by field personnel for the City of Denton; providing for the expenditure of funds therefor; and providing an effective date (File 7188 - awarded to W.W. Grainger, Inc. in the three (3) year not-to-exceed amount of $900,000). 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 BiblioCommons, Inc., for software maintenance and licensing from BiblioCommons for the Online Library Catalog Discovery & Overlay Tool for the Denton Public Library, 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 7217 - awarded to BiblioCommons, Inc., in the three (3) year not-to-exceed amount of $72,805.80). ID 19-2990L. 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 Silbo Inc ., for the purchase of certified softball officiating services; providing for the expenditure of funds therefor; and providing an effective date (IFB 7193 - awarded to Silbo Inc., for one (1) year, with the option for two (2) additional one (1) year extensions, in the total three (3) year not-to-exceed amount of $203,490). ID 20-017M. Consider adoption of an ordinance of the City of Denton approving the FY 2019-20 Annual Audit Plan; and providing an effective date. The Audit /Finance Committee recommends approval (3-0). ID 20-022N. Consider adoption of an ordinance of the City Of Denton, a Texas home -rule municipal corporation, authorizing the City Manager to execute an agreement with Madeline Wiener Sculptor, Inc., for art design and production services for the Public Art sculpture installation to be located on the northeast lawn of the Martin Luther King, Jr. Recreation Center located at 1300 Wilson Street; providing for the expenditure of funds therefor; and providing an effective date (RFQ 6909 - awarded to Madeline Wiener Sculptor, Inc. in the not-to-exceed amount of $69,000). ID 20-027O. Consider adoption of an ordinance authorizing expenditure of previously budgeted funds as earlier discussed in closed session, for outside counsel and other trial expenses in the litigation styled “Michael Grim and Jim Maynard v. City of Denton, Texas,” pending in the 68th Judicial District Court, Dallas County, Texas; and declaring an effective date. ID 20-114P. 5. ITEMS FOR INDIVIDUAL CONSIDERATION Consider approval of a resolution of the City of Denton amending the Naming Policy Guidelines for City Buildings, Facilities, Land, or any Portion Thereof; providing a repealer; and declaring an effective date. ID 19-2456A. Consider approval of a resolution of the City of Denton amending the acceptance of Sponsorships and Donations Policy; providing a repealer; and declaring an effective date. ID 20-019B. Consider adoption of an ordinance approving an agreement between the City of Denton ID 19-2917C. Page 6 Printed on 1/8/2020 January 7, 2020City Council Meeting Agenda and the Denton Chamber of Commerce regarding an Economic Development Partnership; and providing an effective date. 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 large volume mailing services; providing for the expenditure of funds therefor; and providing an effective date (RFP 7201 - awarded to Lessek Enterprises, LLC dba Impress Graphics, for one (1) year, with the option for two (2) additional one (1) year extensions, in the total three (3) year not-to-exceed amount of $660,000). ID 19-2970D. 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 $2,000,000). ID 19-2980E. Consider nominations/appointments to the City’s Boards, Commissions, and Committees: Health & Building Standards Commission. ID 19-2618F. 6. PUBLIC HEARINGS Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, approving a Specific Use Permit to allow for a multi-family development on an approximately 15.34-acre site, generally located on the northwest corner of Duchess Drive and Loop 288, in the City of Denton, Denton County, Texas; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing for severability; and establishing an effective date. The Planning and Zoning Commission recommended denial (4-3). THIS ITEM HAS BEEN POSTPONED TO THE FEBRUARY 4, 2020 CITY COUNCIL MEETING PER THE APPLICANT’S REQUEST. (S19-0012c, Denton Grove Apartments, Julie Wyatt) S19-0012cA. Hold a public hearing and consider adoption of an ordinance of the City of Denton amending the Denton Development Code Subchapter 5, “Use Regulations,” related to Table of Allowed Uses and use-specific standards for Administrative, Professional, and Government Office and Medical Office uses in the Residential 7 (R7) District; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing a severability clause and an effective date. The Planning and Zoning Commission recommended approval of the proposal (7-0). (DCA19-0023a, Offices in R7, Julie Wyatt) DCA19-0023 a B. 7. CONCLUDING ITEMS Page 7 Printed on 1/8/2020 January 7, 2020City Council Meeting Agenda A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City Council or the public with specific factual information or recitation of policy, or accept a proposal to place the matter on the agenda for an upcoming meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide reports about items of community interest regarding which no action will be taken, to include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; or an announcement involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. B. Possible Continuation of Closed Meeting topics, above posted. C E R T I F I C A T E 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 3rd day of January, 2020 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 8 Printed on 1/8/2020 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-109,Version:1 AGENDA CAPTION Receive a report,hold a discussion,and give staff direction regarding the Air Quality Standard Permit for Permanent Rock and Concrete Crushers Application filed by Mutual First,LLC with the Texas Commission on Environmental Quality (TCEQ) and associated land use issues for property located at 5120 E. University Drive. City of Denton Printed on 1/3/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Public Affairs ACM: Sara Hensley DATE: January 7, 2020 SUBJECT Receive a report, hold a discussion, and give staff direction regarding the Air Quality Standard Permit for Permanent Rock and Concrete Crushers Application filed by Mutual First, LLC with the Texas Commission on Environmental Quality (TCEQ) and associated land use issues for property located at 5120 E. University Drive. BACKGROUND On Dec. 26, 2019, City of Denton staff received notification that Mutual First, LLC submitted an application with the TCEQ for an Air Quality Standard Permit for a permanent rock and concrete crushing facility at 5120 E. University Drive. The property on which Mutual First is proposing the facility is close to, but just outside the corporate limits of, the City of Denton and within the City’s extraterritorial jurisdiction (ETJ). While the address is listed as 5120 E. University Drive, the property is only accessed from and does not occupy frontage on that roadway. Operations at the facility would involve the breakdown of large slabs of concrete into smaller rocks for use in other applications. Among other requirements, concrete crushing facilities must be 200 feet from the property boundary and 440 yards from any school, place of worship or residence. While Mutual First, LLC has no TCEQ enforcement history, its owners have ties to Blue Star Recycling. Blue Star Recycling recently gained media attention as the owners of “Shingle Mountain”, a shingle storage site with a history of violations in Dallas County. Additionally, the parent company of Blue Star Recycling, CCR Equity Holdings Four, LLC, is listed as the owner of the two properties that lie between University Drive and the proposed concrete crushing facility. Upon review of the application, staff has concerns about the impact of the facility operations on the surrounding area. Concrete crushing operations produce consistent levels of noise and it is unknown if this would be a nuisance to surrounding homes and businesses. The dust and soot produced by the operation, in addition to impacting nearby residents, may potentially impact wildlife and the Lake Lewisville watershed. Also, staff anticipates that large trucks will be entering and exiting the property. There is no deceleration lane to provide a safe entry from the west or traffic signal to provide an optimally safe entrance and exit scenario in all directions. At this time, staff is still evaluating the application to understand and quantify the potential impacts of this potential facility. Staff is also evaluating whether the city has any zoning authority, due to the need to enter the property through a residential zone within the City’s corporate boundary. Staff has engaged City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com outside legal counsel to evaluate Mutual First’s application and determine what options the City may have. The public comment period for the application is currently open and will close on January 24. At the Council’s direction, the City may submit comments to the TCEQ expressing concerns over potential negative impacts of the proposed facility. Additionally, the Council may request staff bring forward a resolution on the application for the council to consider and submit that resolution with the comments to the TCEQ. The Council may also direct staff to work with other governmental agencies in the area in expressing concerns over the project. As the city works with outside legal counsel on the matter, staff will communicate any additional options to the Council. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) None RECOMMENDATION Provide direction on the submission of public comments on the application, a resolution regarding the application, or any other or additional direction the Council should choose. FISCAL INFORMATION None EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Presentation Exhibit 3 – Mutual First, LLC Permit Application Exhibit 4 – Application Site Map Exhibit 5 – Public Comment Period Respectfully submitted: Ryan Adams Deputy Director of Public Affairs/IGR Concrete Crushing Facility (5120 E. University) City Council Work Session January 7, 2020 Background •5120 E. University Drive •Property outside city limits in ETJ •Lot is accessed from, but set back from University Drive •Owned by Mutual First, LLC. •Ownership tied to Blue Star Recycling (BSR) •BSR responsible for “Shingle Mountain” in Dallas; •BSR parent company owns parcels to north Concrete Crushing Facility •Original TCEQ Air-Quality Application Submitted October 2019 •Public Notification on Dec. 25, 2019 •Staff received notification on Dec. 26, 2019 •Public comment period through Jan. 24, 2020 •Facility •Permanent facility to break down large slabs of concrete for other uses •TCEQ rules require facility to be: •200 ft. from property boundary •440 yds. from school, place of worship, or residence Environmental Implications •Operating Hours: 50 hours per week •Potential Impacts: •Noise •Stormwater Runoff/Site Chemicals •Dust and Soot •Traffic •Potential Wildlife Impacts Land Use Concerns •Residential zoning along University Drive •Operator will access site through residentially zoned property Next Steps and Options: •Current Options: •Submit comments to the TCEQ application citing environmental concerns and impacts to nearby properties •Consider a Resolution regarding the application at next meeting •Staff has engaged outside counsel to further evaluate the application and the City’s options •Request that other governmental agencies submit comments to TCEQ Standard Permit for Permanent Rock and Concrete Crushers Application Mutual First, LLC October 2019 Prepared for: Mutual First, LLC (CN605658434) 4000 Carmel Road Celina, Texas 75009 Phone: (214) 680-1720 Site Location: Mutual First, LLC (RN104256136) 5120 East University Drive Denton, Denton County, Texas 76208 Prepared by: 500 Moseley Road Cross Roads, Texas 76227 Phone: (940) 387-0805 Fax: (940) 387-0830 TABLE OF CONTENTS 1. COVER LETTER 2. CORE DATA FORM 3. TCEQ FORM PI-1S – REGISTRATIONS FOR AIR STANDARD PERMITS 4. TCEQ CHECKLISTS 4.1 Rock and Concrete Crusher Registration Checklist 4.2 Table 17 – Rock Crushers 4.3 Table 29 – Reciprocating Engines 5. PROCESS DESCRIPTION 6. PROCESS FLOW DIAGRAM 7. GENERAL LOCATION MAPS 8. EMISSIONS CALCULATIONS 9. APPENDICES 9.1 Engine Specification Sheets 1. COVER LETTER October 21, 2019 Texas Commission on Environmental Quality Air Permits Division 12100 Park 35 Circle Austin, Texas 78711-3087 Re: Mutual First, LLC (CN605658434) – Mutual First, LLC (RN104256136) – Air Quality Standard Permit for Permanent Rock and Concrete Crushers Application To Whom It May Concern: KJ Environmental Management, Inc. (KJE) is pleased to submit the enclosed Air Quality Standard Permit Application for Mutual First, LLC and their proposed concrete batch plant located at 5120 East University Drive in Denton, Denton County, Texas. Mutual First, LLC (Mutual First) is seeking an Air Standard Permit for Permanent Rock and Concrete Crushers. Mutual First is intending to start a rock crushing operation at 5120 East University Drive in Denton, Texas. The operation will have a primary crusher, one (1) screener, two (2) diesel engine, and stockpiling areas. The plant plans to operate ten (10) hours a day, five (5) days a week. The related checklists, calculations, and maps have been included to demonstrate that the plans are within the limitations of the requested permit. If you have any questions or comments, please do not hesitate to contact KJE at (940) 387-0805. Sincerely, Michael Larson Jesse Dean Environmental Associate Environmental Project Specialist KJ Environmental Mgmt., Inc. KJ Environmental Mgmt., Inc. 500 Moseley Road | Cross Roads, Texas 76227 | (940) 387-0805 2. CORE DATA FORM TCEQ-10400 (04/15) Page 1 of 2 TCEQ Core Data Form For detailed instructions regarding completion of this form, please read the Core Data Form Instructions or call 512-239-5175. SECTION I: General Information 1. Reason for Submission (If other is checked please describe in space provided.) New Permit, Registration or Authorization (Core Data Form should be submitted with the program application.) Renewal (Core Data Form should be submitted with the renewal form) Other 2. Customer Reference Number (if issued) Follow this link to search for CN or RN numbers in Central Registry** 3. Regulated Entity Reference Number (if issued) CN 605658434 RN 104256136 SECTION II: Customer Information 4. General Customer Information 5. Effective Date for Customer Information Updates (mm/dd/yyyy) New Customer Update to Customer Information Change in Regulated Entity Ownership Change in Legal Name (Verifiable with the Texas Secretary of State or Texas Comptroller of Public Accounts) The Customer Name submitted here may be updated automatically based on what is current and active with the Texas Secretary of State (SOS) or Texas Comptroller of Public Accounts (CPA). 6. Customer Legal Name (If an individual, print last name first: eg: Doe, John) If new Customer, enter previous Customer below: Mutual First, LLC 7. TX SOS/CPA Filing Number 0801778701 8. TX State Tax ID (11 digits) 32050894701 9. Federal Tax ID (9 digits) 46-1145774 10. DUNS Number (if applicable) 11. Type of Customer: Corporation Individual Partnership: General Limited Government: City County Federal State Other Sole Proprietorship Other: LLC 12. Number of Employees 0-20 21-100 101-250 251-500 501 and higher 13. Independently Owned and Operated? Yes No 14. Customer Role (Proposed or Actual) – as it relates to the Regulated Entity listed on this form. Please check one of the following: Owner Operator Owner & Operator Occupational Licensee Responsible Party Voluntary Cleanup Applicant Other: 15. Mailing Address: 4000 Carmel Road City Celina State TX ZIP 75009 ZIP + 4 16. Country Mailing Information (if outside USA) 17. E-Mail Address (if applicable) ganter2121@gmail.com 18. Telephone Number 19. Extension or Code 20. Fax Number (if applicable) ( 214 ) 680-1720 ( ) - SECTION III: Regulated Entity Information 21. General Regulated Entity Information (If ‘New Regulated Entity” is selected below this form should be accompanied by a permit application) New Regulated Entity Update to Regulated Entity Name Update to Regulated Entity Information The Regulated Entity Name submitted may be updated in order to meet TCEQ Agency Data Standards (removal of organizational endings such as Inc, LP, or LLC.) 22. Regulated Entity Name (Enter name of the site where the regulated action is taking place.) Denton Materials Corporation TCEQ Use Only 3. TCEQ FORM PI-1S – REGISTRATIONS FOR AIR STANDARD PERMITS TCEQ-10370 (APDG 5235v29, Revised 01/19) PI-1S This form is for use by facilities subject to air quality permit requirements and may be revised periodically. Page ____ of ____ Texas Commission on Environmental Quality Form PI-1S Registrations for Air Standard Permit (Page 1) I. Registrant Information A.Company or Other Legal Customer Name: B.Company Official Contact Information ( Mr. Mrs. Ms. Other:) Name: Title: Mailing Address: City: State: ZIP Code: Phone: Fax: E-mail Address: All permit correspondence will be sent via e-mail. C.Technical Contact Information ( Mr. Mrs. Ms. Other:) Name: Title: Company Name: Mailing Address: City: State: ZIP Code: Phone: Fax: E-mail Address: II. Facility and Site Information A.Name and Type of Facility Facility Name: Type of Facility: Permanent Temporary For portable units, please provide the serial number of the equipment being authorized below. Serial No: Serial No: Mutual First, LLC Chris Ganter President 400 Carmel Road Celina TX UT 75009 214-680-1720 ganter2121@gmail.com Michael Larson Environmental Associate KJ Environmental Management, Inc. 500 Moseley Road Cross Roads Texas 76227 940-387-0805 mlarson@kje-us.com Mutual First, LLC TCEQ-10370 (APDG 5235v29, Revised 01/19) PI-1S This form is for use by facilities subject to air quality permit requirements and may be revised periodically. Page ____ of ____ Texas Commission on Environmental Quality Form PI-1S Registrations for Air Standard Permit (Page 2) II. Facility and Site Information (continued) B. Facility Location Information Street Address: If there is no street address, provide written driving directions to the site and provide the closest city or town, county, and ZIP code for the site (attach description if additional space is needed). City: County: ZIP Code: Latitude (nearest second): Longitude (nearest second): C. Core Data Form (required for Standard Permits 6004, 6006, 6007, 6008, and 6013). Is the Core Data Form (TCEQ Form 10400) attached? YES NO If “NO,” provide customer reference number (CN) and regulated entity number (RN) below. Customer Reference Number (CN): Regulated Entity Number (RN): D. TCEQ Account Identification Number (if known): E. Type of Action: Initial Application Change to Registration Renewal Renewal Certification For Change to Registration, Renewal, or Renewal Certification actions provide the following: Registration Number: Expiration Date: F. Standard Permit Claimed: G. Previous Standard Exemption or PBR Registration Number Is this authorization for a change to an existing facility previously authorized under a standard exemption or PBR? YES NO If “YES,” enter previous standard exemption number(s) effective date in the spaces provided below. and PBR registration number(s), and associated Standard Exemption and PBR Registration Number(s) Effective Date 5120 East University Drive Denton Denton 76208 Permanent Rock and Concrete Crushers TCEQ-10370 (APDG 5235v29, Revised 01/19) PI-1S This form is for use by facilities subject to air quality permit requirements and may be revised periodically. Page ____ of ____ Texas Commission on Environmental Quality Form PI-1S Registrations for Air Standard Permit (Page 3) II. Facility and Site Information (continued) H. Other Facilities at this Site Authorized by Standard Exemption, PBR, or Standard Permit Are there any other facilities at this site that are Exemption, PBR, or Standard Permit? authorized by an Air Standard YES NO If “YES,” enter standard exemption number(s), PBR registration number(s), and Standard Permit number(s), and associated effective date in the spaces provided below. registration Standard Exemption, PBR Registration, and Standard Permit Registration Number(s) Effective Date I. Other Air Preconstruction Permits Are there any other air preconstruction permits at this site? YES NO If “YES,” enter permit number(s) in the spaces provided below. J. Affected Air Preconstruction Permits Does the standard permit directly affect any permitted facility? YES NO If “YES,” enter permit number(s) in the spaces provided below. K. Concrete Batch Plant Central Mix Ready Mix Specialty Mix Enhanced Controls for Concrete Batch Plants 1. State Legislators State Senator: State Representative: 2. County Judge Name: Mailing Address: City: State: ZIP Code: TCEQ-10370 (APDG 5235v29, Revised 01/19) PI-1S This form is for use by facilities subject to air quality permit requirements and may be revised periodically. Page _____ of ______ Texas Commission on Environmental Quality Form PI-1S Registrations for Air Standard Permit (Page 4) II. Facility and Site Information (continued) K. 3. Presiding Officer Is the facility located in a municipality or extraterritorial jurisdiction of a municipality? YES NO If “YES,” list the name of the Presiding Officer for the municipality and/or extraterritorial jurisdiction: Presiding Officer Name: Title: Mailing Address: City: State: ZIP Code: L. Federal Operating Permit (FOP) Requirements Is this facility located at a site that is pursuant to 30 TAC Chapter 122? required to obtain an FOP YES NO To Be Determined If the site currently has an existing FOP, enter the permit number: Check the requirements (check all that apply). of 30 TAC Chapter 122 that will be triggered if this standard permit is approved Initial Application for an FOP Significant Operational Flexibility/Off Permit Notification for To be Determined Revision for an SOP an SOP Minor Revision for an SOP Revision for a GOP None Identify the type(s) of FOP issued and/or FOP (check all that apply) application(s) submitted/pending for the site. SOP N/A GOP GOP application/revision (submitted or under APD review) SOP application/revision (submitted or under APD review) III. Fee Information online) (see Section IX. for address to send fee or go to www.tceq.texas.gov/epay to pay A. Fee Amount: B. Payment Information Check/money order/transaction or voucher number: Individual or company name on check: Was fee paid online? YES NO $900 Voucher #438046 TCEQ-10370 (APDG 5235v29, Revised 01/19) PI-1S This form is for use by facilities subject to air quality permit requirements and may be revised periodically. Page _____ of ______ Texas Commission on Environmental Quality Form PI-1S Registrations for Air Standard Permit (Page 5) IV. Public Notice (if applicable) A. Responsible Person ( Mr. Mrs. Ms. Other:) Name: Title: Company: Mailing Address: City: State: ZIP Code: Phone: Fax No.: E-mail Address: B. Technical Contact ( Mr. Mrs. Ms. Other): Name: Title: Company: Mailing Address: City: State: ZIP Code: Phone No.: Fax No.: E-mail Address: C. Bilingual Notice Is a bilingual program required by the Texas Education Code in the School District? YES NO Are the children who attend either the elementary school or the middle school closest your facility eligible to be enrolled in a bilingual program provided by the district? to YES NO If “YES,” list which language(s) are required by the bilingual program? Chris Ganter President Mutual First, LLC 4000 Carmel Road Celina Texas 75009 214-680-1720 ganter2121@gmail.com Michael Larson Environmental Associate KJ Environmental Management, Inc. 500 Moseley Road Cross Roads Texas 76227 940-387-0805 mlarson@kje-us.com Spanish TCEQ-10370 (APDG 5235v29, Revised 01/19) PI-1S This form is for use by facilities subject to air quality permit requirements and may be revised periodically. Page _____ of ______ Texas Commission on Environmental Quality Form PI-1S Registrations for Air Standard Permit (Page 6) IV. Public Notice (if applicable) (continued) D. Small Business Classification and Alternate Public Notice Does this company (including parent companies and subsidiary companies) have fewer than 100 employees or less than $6 million in annual gross receipts? YES NO Is the site a major source under 30 TAC Chapter 122, Federal Program? Operating Permit YES NO Are the site emissions of 50 tpy? any individual regulated air contaminant equal to or greater than YES NO Are the site emissions of 75 tpy? all regulated air contaminant combined equal to or greater than YES NO E. For Concrete Batch Plants 1. Public Works Project: Will the plant provide concrete to a public works project, and be located in or contiguous to the right of-way of the public works project? (If “YES,” public notice is not required.) YES NO 2. Application in Public Place YES NO Name of Public Place: Physical Address: City: County: V. Renewal Certification Option A. Does the permitted facility emit an air contaminant on the Air Pollutant and is the permitted facility located in an area on the watch list? Watch List, YES NO B. For facilities participating in the Houston/Galveston/Brazoria area (HGB) cap and trade program for highly reactive VOCs (HRVOCs), do the HRVOCs need to be speciated on the maximum allowable emission rates table (MAERT)? YES NO C. Does the company and/or site have an unsatisfactory compliance history? YES NO D. Are there any applications currently under review registration? for this standard permit YES NO E. Are scheduled maintenance, startup, or shutdown emissions required to in the standard permit registration at this time? be included YES NO TCEQ-10370 (APDG 5235v29, Revised 01/19) PI-1S This form is for use by facilities subject to air quality permit requirements and may be revised periodically. Page _____ of ______ Texas Commission on Environmental Quality Form PI-1S Registrations for Air Standard Permit (Page 7) V. Renewal Certification Option (continued) F. Are any of the following actions being requested at the time of renewal: YES NO 1. Are there any facilities that have been permanently removed from the standard permit registration? shutdown that are proposed to be YES NO 2. Do changes need to be compliance? made to the standard permit registration in order to remain in YES NO 3. Are sources or facilities that have always been present and represented, but never identified in the standard permit registration, proposed to be included with this renewal? YES NO 4. Are there any changes to the current emission rates table being proposed? YES NO Note: If answers to all of the questions in Section V. Renewal Certification Option are “NO,” use the certification option and skip to Section VII. of this form. If the answers to any of the questions in Section V. Renewal Certification Option are “YES,” the certification option cannot be used. *If notice is applicable and comments are received in response to the public notice, the application does not qualify for the renewal certification option. VI. Technical Information Including State and Federal Regulatory Requirements Place a check next to the appropriate box to indicate what you have included in your submittal. NOTE: Any technical or essential information needed to confirm that facilities are meeting the requirements of the standard permit must be provided. Not providing key information could result in an automatic deficiency and voiding of the project. A. Standard Permit requirements (Checklists are optional; however, applicable checklists.) your review will go faster if you provide Did you demonstrate that 116.615 are met? the general requirements in 30 TAC Sections 116.610 and YES NO Did you demonstrate that emission limitations in 30 TAC are met? Sections 106.261 and 106.262 YES NO Did you demonstrate that met? the individual requirements of the specific standard permit are YES NO B. Confidential Information (All pages properly marked “CONFIDENTIAL”) YES NO C. Process Flow Diagram YES NO D. Process Description YES NO E. Maximum Emissions Data and Calculations YES NO F. Plot Plan YES NO TCEQ-10370 (APDG 5235v29, Revised 01/19) PI-1S This form is for use by facilities subject to air quality permit requirements and may be revised periodically. Page _____ of ______ Texas Commission on Environmental Quality Form PI-1S Registration for Air Standard Permit (Page 9) IX. Copies of the Registration Copies must be sent as listed below. Processing delays will occur if copies are not sent as noted. Air Permits Initial Review Team (APIRT) Regular, Certified, Priority Mail Mail Code 161, P.O. Box 13087, Austin, Texas 78711-3087 OR Hand Delivery, Overnight Mail Mail Code 161, 12100 Park 35 Circle, Building C, Third Floor, Room 300 W, Austin, Texas 78753 Originals of Form PI-1S, Core Data Form, all attachments. Not required if using ePermits 2. Revenue Section TCEQ Regular, Certified, Priority Mail Mail Code 214, P.O. Box 13088, Austin, Texas 78711-3088 OR Hand Delivery, Overnight Mail Mail Code 214, 12100 Park 35 Circle, Building A, Third Floor, Austin, Texas 78753 Original Money Order or Check, Copy of Form PI-1S, Core Date Form. Not required if fee was paid using ePay 3. Appropriate TCEQ Regional Office To find your regional office address go to www.tceq.texas.gov/assets/public/comm_exec/pubs/gi/gi- 002.pdf or call (512) 239-1250 Copy of Form PI-1S, Core Data Form, and all attachments. Not required if using ePermits2 Appropriate Local Air Pollution Control Program(s) To find your local air pollution control programs go to www.tceq.texas.gov/permitting/air/local_programs.html or call (512) 239-1250 Copy of Form PI-1S, Core Data Form, and all attachments 2 ePermits located at www3.tceq.texas.gov/steers/ 3 ePay located at www.tceq.texas.gov/epay/ Reset Form 4. TCEQ CHECKLISTS 4.1 Rock and Concrete Crusher Registration Checklist Texas Commission on Environmental Quality Air Quality Standard Permit for Permanent Rock and Concrete Crushers Registration Checklist The following checklist has been developed to help the Texas Commission Environmental Quality (TCEQ), Air Permits Division (APD) confirm that the permanent rock or concrete crusher meets the standard permit requirements. Please read all questions and check “YES,” “NO,” or “N/A” or give specific information for the facility. If the permanent rock or concrete crusher plant does not meet all conditions of this standard permit, it will not be allowed to operate under the standard permit and must apply for a case-by-case preconstruction permit as required under Title 30 Texas Administrative Code § 116.111 (30 TAC § 116.111). Please Check The Type of Facility: Rock Crusher Concrete Crusher CONDITION NUMBER AND DESCRIPTION (1)(B) If crushing concrete, will the concrete crushing facility be operated at least 440 yards from any building which is in use as a single or multi-family residence, school, or place of worship at the time this application is filed? (The measurement of distance shall be taken from the point on the concrete crushing facility that is nearest to the residence, school, or place of worship toward the point on the building in use as a residence, school, or place of worship that is nearest the concrete crushing facility.) YES NO N/A (1)(C)(ii) In lieu of meeting the distance requirements of (1)(B), will the structure(s) within 440 yards of the concrete crushing facilities be occupied or used solely by the owner of the facility or the owner of the property upon which the facility is located? YES NO N/A (1)(D) In lieu of meeting the distance requirements in (1)(B), will all the following occur: (1)(D)(i) Will this plant be engaged in crushing concrete and other materials resulting from the demolition of a structure on this site and will the concrete and other materials being crushed be used primarily at this site? (1)(D)(ii) Will this plant operate onsite for one period of 180 calendar days or less? (1)(D)(iii) Will all applicable conditions stated in commission rules, including operating conditions be met? (1)(D)(iv) Will the plant be located in a county with a population of 2.4 million or more persons, or in a county adjacent to such a county? YES YES YES YES NO NO NO NO N/A N/A N/A N/A (1)(E) Do you intend to apply for an authorization under Texas Health and Safety Code (THSC) § 382.0518, Preconstruction Permit, for any other crushing facility to be located at the same site within 12 months from the date of this authorization? YES NO N/A TCEQ - 20463 (Revised 02/09) Registration Checklist for Rock Crusher This form is for use by sources subject to air quality permit requirements and may be revised periodically. (APDG 5899v4) Page 1 of 5 ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ Air Quality Standard Permit for Permanent Rock and Concrete Crushers Registration Checklist Please Check The Type of Facility: Rock Crusher Concrete Crusher CONDITION NUMBER AND DESCRIPTION (continued) (1)(F) Is there a rock crusher (or concrete crusher) authorized under Texas Health and Safety Code (THSC) § 382.0518, Preconstruction Permit, at this site? Have you withdrawn, within the previous 12 months, an application for authorization of a crushing facility under (THSC) § 382.0518, Preconstruction Permit, at this site? YES YES NO NO N/A N/A (1)(G) Are the current registration form PI-1S entitled, “Registration for an Air Standard Permit”, Table 17 and supporting information attached or mailed to the TCEQ, including Table 29 (if applicable), control devices and methods explanation, process flow diagram, process description, plot plan, and area map? Is the company’s compliance history rating poor? YES YES NO NO N/A N/A (1)(H) Has construction and/or operation begun on the facility? Is there a non operational crusher stored onsite? YES YES NO NO N/A N/A (1)(I) In accordance with 30 TAC § 116.614, Standard Permit Fees, was a $900 fee sent to TCEQ Revenue Section? YES NO N/A (1)(J) Will all facilities associated with this application for a standard permit comply with the conditions of Title 40 Code of Federal Regulations (40 CFR) Part 60, Subpart A, General Provisions and Subpart OOO, Standards of Performance for Nonmetallic Mineral Processing Plants? YES NO N/A (1)(K) Will these crushing facilities only process nonmetallic minerals or a combination of nonmetallic minerals as described in 40 CFR Part 60, Subpart OOO? YES NO N/A (1)(L) Is 30 TAC Chapter 101, Subchapter H, Division 3, Mass Emissions Cap and Trade Program; or 30 TAC Chapter 117, Control of Air Pollution from Nitrogen Compounds applicable to this plant? YES NO N/A (1)(M) Will written records be kept for a rolling 24-month period at the site and made available at the request of any personnel from the TCEQ or any air pollution control program having jurisdiction? Will these written records be maintained onsite to show daily hourly operations and hourly throughput; road and work area cleaning and dust suppression logs; and stockpile dust suppression logs? YES YES NO NO N/A N/A TCEQ - 20463 (Revised 02/09) Registration Checklist for Rock Crusher This form is for use by sources subject to air quality permit requirements and may be revised periodically. (APDG 5899v4) Page 2 of 5 ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ Air Quality Standard Permit for Permanent Rock and Concrete Crushers Registration Checklist Please Check The Type of Facility: Rock Crusher Concrete Crusher CONDITION NUMBER AND DESCRIPTION (continued) (1)(N) Will this crushing operation and related activities comply with applicable requirements of 30 TAC Chapter 101, Subchapter F, Emission Events and Scheduled Maintenance, Startup, and Shutdown Activities? YES NO N/A (1)(P) Have maintenance emissions been authorized? (Maintenance emissions are not included in this permit and must be approved under separate authorization.) Have start-up and shutdown emissions been authorized? (Start-up and shutdown emissions that will exceed those expected during production operations must be approved under separate authorization.) Will start-up and shutdown emissions exceed those expected during production operations? YES YES YES NO NO NO N/A N/A N/A (1)(Q) Do you intend to authorize any facilities located at the same site as this rock crusher, by 30 TAC Chapter 106, Subchapter E, Aggregate and Pavement or 30 TAC § 106.512, Stationary Engines and Turbines? YES NO N/A PUBLIC NOTICE REQUIREMENTS - Detailed Public Notice Information will be Sent upon Determination of Technical Completeness (2)(B)(i) Will public notice be published no later than 30 days after the application is determined to be technically complete? YES NO N/A OPERATIONAL REQUIREMENTS (3)(A) Will the primary crusher throughput exceed 200 tons per hour? YES NO N/A (3)(B) Will the crusher and all associated facilities, including engines and/or generator sets, but not including associated sources, be located less than 200 feet from the nearest property line, as measured from the point on the facility nearest the property line? YES NO N/A (3)(C) At the time this application is filed, will the crusher and all associated facilities, including engines and/or generator sets, but not including associated sources, be located at least 440 yards from any building which is in use as a single or multi-family residence, school, or place of worship? (Distance shall be measured from the point on the facility nearest the residence, school, or place of worship to the point on the residence, school, or place of worship nearest the facility). YES NO N/A TCEQ - 20463 (Revised 02/09) Registration Checklist for Rock Crusher This form is for use by sources subject to air quality permit requirements and may be revised periodically. (APDG 5899v4) Page 3 of 5 ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ Air Quality Standard Permit for Permanent Rock and Concrete Crushers Registration Checklist Please Check The Type of Facility: Rock Crusher Concrete Crusher OPERATIONAL REQUIREMENTS (continued) (3)(D) Will the crushing facilities (not including associated sources) be located at least 550 feet from any other rock crusher, concrete crusher, concrete batch plant, or hot mix asphalt plant? Will the crusher operate at the same time as any other rock crusher, concrete batch plant, or hot mix asphalt plant within a 550 feet radius? YES YES NO NO N/A N/A (3)(E) Will all associated sources, including but not limited to work areas, stockpiles, and roads (except for incidental traffic and the entrance and exit to the site), be located at least 100 ft. from the property line? YES NO N/A (3)(F) Will this crushing operation consist of any additional facilities other than one primary crusher, one secondary crusher, one vibrating grizzly, two screens, any conveyors, and one internal combustion engine (or combination of engines) of no more than 1,000 total horsepower? (Equipment that is not a source of emissions does not require authorization.) YES NO N/A (3)(G) Will any of the crushers, associated facilities, and/or associated sources (excluding stockpiles) exceed 2,640 operating hours in any rolling 12-month period? YES NO N/A (3)(H) Will any of the rock crusher/ concrete crusher or associated facilities operate during any time between one hour after official sunset to one hour before official sunrise? YES NO N/A (3)(I) Will all crushers be equipped with runtime meters and will the runtime meters be operating during crushing operations? YES NO N/A (3)(J) Will permanently mounted spray bars be installed at the inlet and outlet of all crushers, at all shaker screens, and at all material transfer points and used as necessary to maintain compliance with all TCEQ rules and regulations? YES NO N/A (3)(K) Will opacity of emissions from any transfer point on belt conveyors or any screen exceed 10 percent, averaged over a six-minute period as determined using EPA Test Method 9? Will opacity of emissions from any crusher exceed 15 percent, averaged over a six-minute period as determined using EPA Test Method 9? YES YES NO NO N/A N/A (3)(L) Will visible emissions leave the property for more than 30 seconds in duration in any six-minute period from the crusher(s), associated facilities, associated sources, and in-plant roads associated with the plant as determined using EPA Test Method 22? YES NO N/A TCEQ - 20463 (Revised 02/09) Registration Checklist for Rock Crusher This form is for use by sources subject to air quality permit requirements and may be revised periodically. (APDG 5899v4) Page 4 of 5 ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ Air Quality Standard Permit for Permanent Rock and Concrete Crushers Registration Checklist Please Check The Type of Facility: Rock Crusher Concrete Crusher OPERATIONAL REQUIREMENTS (continued) (3)(M) Will all in-plant roads and active work areas that are associated with the operation of the crusher, associated facilities, and associated sources be treated at all times with any of the following: (3)(M)(i) Covered with a material such as, but not limited to roofing shingles or tire chips? (3)(M)(ii) Dust-suppressant chemicals? (3)(M)(iii) Water? (3)(M)(iv) Paved with a cohesive hard surface that is maintained intact and cleaned? YES YES YES YES NO NO NO NO N/A N/A N/A N/A (3)(N) Will all stockpiles be sprinkled with water, dust-suppressant chemicals, or covered, as necessary, to minimize dust emissions? YES NO N/A (3)(O) Will raw material and product stockpile heights exceed 45 ft? YES NO N/A (3)(P) Will the crusher be equipped with a weigh hopper or scale belt that accurately determines the mass of material being crushed? YES NO N/A (3)(Q) Will the crusher remain at least 440 yards from any existing residence, school, or place of worship when moving to a different location onsite? YES NO N/A TCEQ - 20463 (Revised 02/09) Registration Checklist for Rock Crusher This form is for use by sources subject to air quality permit requirements and may be revised periodically. (APDG 5899v4) Page 5 of 5 ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ 4.2 Table 17 – Rock Crushers APDG - 10185 (APDG 5992v3 Revised 01/1) Table 17 Rock Crusher This form is for use by facilities subject to air quality permit requirements and may be revised periodically.Page 1 of 1 Texas Commission on Environment Quality Table 17 Rock Crushers Please Complete the Following Maximum operating schedule: hours/day days/week weeks/year Does the facility operate at night? YES NO Maximum Plant Production Rates: Primary Crusher Type: tons/hour tons/year Secondary Crusher(s) Type: tons/hour tons/year Tertiary Crusher(s) Type: tons/hour tons/year The Following Pieces of Equipment will be Controlled as Shown: Feed Hoppers: None Water Spray Suction to Baghouse Other: All Belt Transfer Points: None Water Spray Suction to Baghouse Other: Inlet of all Crushers: None Water Spray Suction to Baghouse Other: Outlet of all Crushers: None Water Spray Suction to Baghouse Other: All Shaker Screens: None Water Spray Suction to Baghouse Other: If Water Sprays are used, Provide the Following Data: Water Flow Rate (gpm): Water Pressure at the Nozzle (psi): Number of Nozzles at each location: If baghouse is used, attach a Table 11 “Fabric Filters.” Average material moisture content (%): Maximum acreage covered by stockpiles (acres): Stockpiles have the following controls: None Water Chemical In-plant roads will be: Paved and Vacuumed :Sprinkled with Water and/or Chemicals Other: Paved and Swept Oiled 10 5 52 Jaw Crusher 200 528,000 158 65 3 2.5% 1.61 roofing shingles PRINT FORM RESET FORM 4.3 Table 29 – Reciprocating Engines TCEQ-10195 (Revised 11/17) Table 29 Reciprocating Engines This form is for use by facilities subject to air quality permit requirements and may be revised periodically.Page 1 of 1 Texas Commission on Environmental Quality Table 29 Reciprocating Engines I. Engine Data Manufacturer: Model No. Serial No. Manufacture Date: Rebuilds Date: No. of Cylinders: Compression Ratio: EPN: Application:Gas Compression Electric Generation Refrigeration Emergency/Stand by 4 Stroke Cycle 2 Stroke Cycle Carbureted Spark Ignited Dual Fuel Fuel Injected Diesel Naturally Aspirated Blower /Pump Scavenged Turbo Charged and I.C. Turbo Charged Intercooled I.C. Water Temperature Lean Burn Rich Burn Ignition/Injection Timing:Fixed: Variable: Manufacture Horsepower Rating:Proposed Horsepower Rating: Discharge Parameters Stack Height (Feet) Stack Diameter (Feet) Stack Temperature ( oF) Exit Velocity (FPS) II. Fuel Data Type of Fuel: Field Gas Landfill Gas LP Gas Natural Gas Digester Gas Diesel Fuel Consumption (BTU/bhp-hr): Heat LQJValue:/RZHU+HDWLQJ9DOXH Sulfur Content (grains/100 scf - weight %): III. Emission Factors (Before Control) NOX CO SO2 VOC Formaldehyde PM10 g/hp-hr ppmv g/hp-hr ppmv g/hp-hr ppmv g/hp-hr ppmv g/hp-hr ppmv g/hp-hr ppmv Source of Emission Factors: Manufacturer Data AP-42 Other (specify): IV. Emission Factors (Post Control) NOX CO SO2 VOC Formaldehyde PM10 g/hp-hr ppmv g/hp-hr ppmv g/hp-hr ppmv g/hp-hr ppmv g/hp-hr ppmv g/hp-hr ppmv Method of Emission Control: Stratified Charge NSCR Catalyst JLCC Catalyst Lean Operation Other (Specify): Parameter Adjustment Note:Must submit a copy of any manufacturer control information that demonstrates control efficiency. Is Formaldehyde included in the VOCs? Yes No V. Federal and State Standards (Check all that apply) NSPS JJJJ MACT ZZZZ NSPS IIII Title 30 Chapter 117 - List County: VI. Additional Information 1. 2. 3. Submit a copy of the engine manufacturer’s site rating or general rating specification data. Submit a typical fuel gas analysis, including sulfur content and heating value. For gaseous fuels, provide mole percent of constituents. Submit description of air/fuel ratio control system (manufacturer information is acceptable). Lister-Petter ENGINE1 175 0.00921 0.00668 0.00205 0.00251 0.000463 0.0022 Denton Reset Form Print Form TCEQ-10195 (Revised 11/17) Table 29 Reciprocating Engines This form is for use by facilities subject to air quality permit requirements and may be revised periodically.Page 1 of 1 Texas Commission on Environmental Quality Table 29 Reciprocating Engines I. Engine Data Manufacturer: Model No. Serial No. Manufacture Date: Rebuilds Date: No. of Cylinders: Compression Ratio: EPN: Application:Gas Compression Electric Generation Refrigeration Emergency/Stand by 4 Stroke Cycle 2 Stroke Cycle Carbureted Spark Ignited Dual Fuel Fuel Injected Diesel Naturally Aspirated Blower /Pump Scavenged Turbo Charged and I.C. Turbo Charged Intercooled I.C. Water Temperature Lean Burn Rich Burn Ignition/Injection Timing:Fixed: Variable: Manufacture Horsepower Rating:Proposed Horsepower Rating: Discharge Parameters Stack Height (Feet) Stack Diameter (Feet) Stack Temperature ( oF) Exit Velocity (FPS) II. Fuel Data Type of Fuel: Field Gas Landfill Gas LP Gas Natural Gas Digester Gas Diesel Fuel Consumption (BTU/bhp-hr): Heat LQJValue:/RZHU+HDWLQJ9DOXH Sulfur Content (grains/100 scf - weight %): III. Emission Factors (Before Control) NOX CO SO2 VOC Formaldehyde PM10 g/hp-hr ppmv g/hp-hr ppmv g/hp-hr ppmv g/hp-hr ppmv g/hp-hr ppmv g/hp-hr ppmv Source of Emission Factors: Manufacturer Data AP-42 Other (specify): IV. Emission Factors (Post Control) NOX CO SO2 VOC Formaldehyde PM10 g/hp-hr ppmv g/hp-hr ppmv g/hp-hr ppmv g/hp-hr ppmv g/hp-hr ppmv g/hp-hr ppmv Method of Emission Control: Stratified Charge NSCR Catalyst JLCC Catalyst Lean Operation Other (Specify): Parameter Adjustment Note:Must submit a copy of any manufacturer control information that demonstrates control efficiency. Is Formaldehyde included in the VOCs? Yes No V. Federal and State Standards (Check all that apply) NSPS JJJJ MACT ZZZZ NSPS IIII Title 30 Chapter 117 - List County: VI. Additional Information 1. 2. 3. Submit a copy of the engine manufacturer’s site rating or general rating specification data. Submit a typical fuel gas analysis, including sulfur content and heating value. For gaseous fuels, provide mole percent of constituents. Submit description of air/fuel ratio control system (manufacturer information is acceptable). Caterpillar C13 ACERT 4 17.3:1 ENGINE2 475 0.031 0.00668 0.00205 0.00251 0.000463 0.0022 Denton Reset Form Print Form 5. PROCESS DESCRIPTION Introduction Mutual First, LLC is seeking an Air Standard Permit for their purposed permanent rock and concrete crushing operation located at 121 Express Street in Dallas, Dallas County, Texas. Process Description The uncrushed material is received into one of three (3) stockpile areas about 0.46-acres each (FIN/EPNs: STOCK1-3). The material is loaded into a hopper (FIN/EPN: DROP1) before going through the crusher (FIN/EPNs: DROP2 & CRUSH1). From the crusher, the material is then discharged via an ejecting conveyor through a grizzly feeder (FIN/EPN: DROP3) into a screener (FIN/EPNs: DROP4 & SCREEN1). The screener sorts the crushed material by size into four (4) different temporary stockpiles (FIN/EPNs: DROP5-8) via stacking conveyor. The sorted materials are then moved to a processed material stockpiling area about 0.23 acres (FIN/EPN: STOCK4) before being removed from the site. The shaker and crusher are each powered by an engine (FIN/EPNs: ENGINE1 & ENGINE2). Water will be sprayed onto the material to decrease emissions at multiple points throughout the process. Water suppression will be utilized at all stockpiles, the crusher, the ejecting conveyor, the grizzly feeder, the screener, and the stacking conveyor. The in-plant roads will use a combination of ground up shingles, water and chemicals to reduce emissions. All facilities (screens, conveyors, generators, etc.) shall be kept at least 440 yards from the nearest off - property residence, school, or place of worship and shall be at least 200 feet from the property boundary. Maximum Operating Schedule Mutual First, LLC requests that the facility be authorized to operate ten (10) hours a day, five (5) days a week, which will be 2,640 hours per year. Construction Schedule Mutual First, LLC plans to begin construction after having received authorization and completing the public notice process. 6. PROCESS FLOW DIAGRAM Mutual First, LLC Air Standard Permit for Permanent Rock and Concrete Crushers Application 2019 Process Flow Diagram Prepared by: KJ Environmental Mgmt., Inc. 500 Moseley Road Cross Roads, Texas 76227 Phone: (940) 387-0805 Fax: (940) 387-0830 7. GENERAL LOCATION MAPS Mutual First, LLC Air Standard Permit for Permanent Rock and Concrete Crushers Application 2019 General Location Map Prepared by: KJ Environmental Mgmt., Inc. 500 Moseley Road Cross Roads, Texas 76227 Phone: (940) 387-0805 Fax: (940) 387-0830 8. EMISSIONS CALCULATIONS Denton Materials CorporationStandard Permit for Permanent Rock and Concrete CrushersEmission Calculationslb/hr tpy lb/hr tpy lb/hr tpy lb/hr tpy lb/hr tpy lb/hr tpy lb/hr tpyDROP1 Unprocessed Stockpile to Hopper0.028 0.037 0.009 0.012 0.003 0.003DROP2 Hopper to Primary Crusher0.028 0.037 0.009 0.012 0.003 0.003DROP3 Ejecting Conveyor of Crusher to Grizzly Feeder0.028 0.037 0.009 0.012 0.003 0.003DROP4 Grizzly Feeder to Screener0.028 0.037 0.009 0.012 0.003 0.003DROP5 Screener Conveyor 1 to Temporary Stockpile 10.028 0.037 0.009 0.012 0.003 0.003DROP6 Screener Conveyor 2 to Temporary Stockpile 20.028 0.037 0.009 0.012 0.003 0.003DROP7 Screener Conveyor 3 to Temporary Stockpile 30.028 0.037 0.009 0.012 0.003 0.003DROP8 Screener Conveyor 4 to Temporary Stockpile 40.028 0.037 0.009 0.012 0.003 0.003ENGINE1 Lister Petter Engine0.521 0.688 1.611 2.127 1.169 1.543 0.385 0.508 0.385 0.508 0.385 0.508 0.359 0.474ENGINE2 Pegson Engine1.414 1.867 14.725 19.437 3.173 4.188 1.045 1.379 1.045 1.379 1.045 1.379 0.974 1.285CRUSH1 Primary Crusher0.042 0.055 0.020 0.026 0.003 0.004SCREEN1 Shaker/Screen0.440 0.581 0.148 0.195 0.010 0.013STOCK1 Unprocessed Stockpile 10.060 0.262 0.030 0.131 0.005 0.020STOCK2 Unprocessed Stockpile 20.060 0.262 0.030 0.131 0.005 0.020STOCK3 Unprocessed Stockpile 30.060 0.262 0.030 0.131 0.005 0.020STOCK4 Processed Stockpiles0.030 0.131 0.015 0.066 0.002 0.0102.55 21.56 5.73 3.74 2.67 2.00 1.76TOTALSEPN Description (FINs)PM2.5 SO2VOCs NOx CO PM PM10Prepared by:KJ Environmental Mgmt., Inc.500 Moseley RoadCross Roads, Texas 76227Phone: (940) 387-0805Fax: (940) 387-0830 Denton Materials CorporationStandard Permit for Permanent Rock and Concrete CrushersEmission Calculations ScreensTable 2: Screening EPN #SCREEN1200528,0000.00220.00074Emission Factor, PM2.5 (Table A)0.00005TOTAL0.44 0.440.15 0.150.01 0.010.58 0.580.20 0.200.01 0.01Notes: 1) Emissions factors for "Screening (All)" were utilized.2) Calculations dervie from TCEQ "Rock Crushing Plants" - Febuary 2002.PM2.5 emissions (ton/yr)PM10 emissions (lb/hr)PM emissions (ton/yr)PM10 emissions (ton/yr)Hourly throughput (tons/hr)Annual throughput (tons/yr)Emission Factor, PM (Table A)Emission Factor, PM10 (Table A)PM emissions (lb/hr)PM2.5 emissions (lb/hr)Prepared by:KJ Environmental Mgmt., Inc.500 Moseley RoadCross Roads, Texas 76227Phone: (940) 387-0805Fax: (940) 387-0830 Denton Materials CorporationStandard Permit for Permanent Rock and Concrete CrushersEmission CalculationsTable 3: CrusherPrimary CrusherEPN: CRUSH1 200Hours per year 2640528,0000.00020.0001Emission Factor, PM2.5 (Table A) 0.00000.0420.020PM2.5 emissions (lb/hr) 0.0030.0550.026PM2.5 emissions (ton/yr) 0.004Notes:1) Wet material unloading assumes 2% moisture in material due to the dust supression devices utilized.2) The maximum hourly throughput (200 ton/hr) was based on the maximum amount allowed in the standard permit.3) The drop point equation was utilized to determine loading emission factors. This equation can be found in Table A. 4) Calculations derive from TCEQ "Rock Crushing Plants" - Febuary 2002.PM10 emissions (lb/hr)PM emissions (ton/yr)PM10 emissions (ton/yr)Hourly throughput (tons/hr)Annual throughput (tons/yr)Emission Factor, PM (Table A)Emission Factor, PM10 (Table A)PM emissions (lb/hr)Prepared by:KJ Environmental Mgmt., Inc.500 Moseley RoadCross Roads, Texas 76227Phone: (940) 387-0805Fax: (940) 387-0830 Denton Materials CorporationStandard Permit for Permanent Rock and Concrete CrushersEmission CalculationsTable 4a: Drop Point IdentificationDROP1 Unprocessed Stockpile to HopperDROP2DROP3DROP4DROP5DROP6DROP7DROP8Table 4b: Drop Point EmissionsDROP1 DROP2 DROP3 DROP4 DROP5 DROP6 DROP7 DROP8200 200 200 200 200 200 200 200528,000 528,000 528,000 528,000 528,000 528,000 528,000 528,0000.00014 0.00014 0.00014 0.00014 0.00014 0.00014 0.00014 0.000140.000046 0.000046 0.000046 0.000046 0.000046 0.000046 0.000046 0.000046Emission Factor, PM2.5 (Table A) 0.000013 0.000013 0.000013 0.000013 0.000013 0.000013 0.000013 0.0000130.03 0.03 0.03 0.03 0.03 0.03 0.03 0.030.01 0.01 0.01 0.01 0.01 0.01 0.01 0.01PM2.5 emissions (lb/hr) 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.000.04 0.04 0.04 0.04 0.04 0.04 0.04 0.040.01 0.01 0.01 0.01 0.01 0.01 0.01 0.01PM2.5 emissions (ton/yr) 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00Notes:1) All material is wet due to multiple water sprayers throughout the process; therefore, the "Wet" emission factors from Table A were utilized.2) Calculations dervie from TCEQ "Rock Crushing Plants" - Febuary 2002.3) The Hourly and Annual Throuputs are based on the maximum tons per hour and hours per year for the standard permit.Grizzly Feeder to ScreenerScreener Conveyor 1 to Temporary Stockpile 1PM10 emissions (ton/yr)PM emissions (ton/yr)EPNEmission Factor, PM (Table A)Emission Factor, PM10 (Table A)PM emissions (lb/hr)PM10 emissions (lb/hr)Screener Conveyor 2 to Temporary Stockpile 2Screener Conveyor 3 to Temporary Stockpile 3Screener Conveyor 4 to Temporary Stockpile 4Annual throughput (ton/yr)FIN/EPN:Hourly throughput (ton/hr)DescriptionHopper to Primary CrusherEjecting Conveyor of Crusher to Grizzly FeederPrepared by:KJ Environmental Mgmt., Inc.500 Moseley RoadCross Roads, Texas 76227Phone: (940) 387-0805Fax: (940) 387-0830 Denton Materials CorporationStandard Permit for Permanent Rock and Concrete CrushersEmission CalculationsStockpile Area (acres)0.46 0.46 0.46 0.23EPNSTOCK1 STOCK2 STOCK3 STOCK4Control Factor (Table B)0.3 0.3 0.3 0.3Number of active days per year261 261 261 261PM inactive emissions (ton/yr)0.03 0.03 0.03 0.01PM10 inactive emissions (ton/yr)0.01 0.01 0.01 0.01PM2.5 inactive emissions (ton/yr)0.00 0.00 0.00 0.00PM active emissions (ton/yr)0.24 0.24 0.24 0.12PM10 active emissions (ton/yr)0.12 0.12 0.12 0.06PM2.5 active emissions (ton/yr)0.02 0.02 0.02 0.01Total PM emissions (lb/hr)0.06 0.06 0.06 0.03Total PM emissions (ton/yr)0.26 0.26 0.26 0.13Total PM10 emissions (lb/hr)0.03 0.03 0.03 0.01Total PM10 emissions (ton/yr)0.13 0.13 0.13 0.07Total PM2.5 emissions (lb/hr)0.00 0.00 0.00 0.00Total PM2.5 emissions (ton/yr)0.02 0.02 0.02 0.01Notes:1) All stockpiles emissions are controlled by water. The control factor of 0.3 has been utilized in accordance with Table B of this document. 2) Calculations derived from TCEQ "Rock Crushing Plants" - Febuary 2002.EPNArea IdentifierLength (Longest)Width (Widest)Area (ft2)Area(acre)STOCK1 Unprocessed Stockpile 200 100 20,000.00 0.46STOCK2 Unprocessed Stockpile 200 100 20,000.00 0.46STOCK3 Unprocessed Stockpile 200 100 20,000.00 0.46STOCK4 Processed Stockpiles 100 100 10,000.00 0.2370,000.00 1.61Notes:1) If stockpiles had an irregular shape, the longest possible dimension was utilized. 2) Calculations dervie from TCEQ "Rock Crushing Plants" - Febuary 2002.Table 5: Raw Material Stockpiles (Using stockpile equation)Table 6: Raw Material Stockpile AreasTotal Stockpile Area:Prepared by:KJ Environmental Mgmt., Inc.500 Moseley RoadCross Roads, Texas 76227Phone: (940) 387-0805Fax: (940) 387-0830 Denton Materials CorporationStandard Permit for Permanent Rock and Concrete CrushersEmission CalculationsTABLE 7: Generator Emissions (Natural Gas Fired)Reference for Emission Factors Fuel Units CO NOxPM10ASO2VOC FormaldehydeLister Petter EngineDiesel lb/bhp-hr - 9.21E-03 - - - -Pegson EngineDiesellb/bhp-hrB----- -AP-42 Table 3.2-2Diesel lb/bhp-hr 6.68E-03 3.10E-02 2.20E-03 2.05E-03 2.51E-03 4.63E-04A All particulate matter is assumed to be less than 1mm; therefore, the emission factor and the calculated emissions are the same for PM, PM10, PM2.5B To convert from g/kw-hr to lb/bhp-hr, divide by the product of 1.341 and 453.592PowerOperating HoursAbhp (hr/yr) (lb/hr) (tpy) (lb/hr) (tpy) (lb/hr) (tpy) (lb/hr) (tpy) (lb/hr) (tpy) (lb/hr) (tpy)EPN: ENGINE1 (Lister Petter)175 bhp Diesel 175.00 2,640 1.1690 1.5431 1.6111 2.1267 0.3850 0.5082 0.3588 0.4736 0.4400 0.5808 0.0810 0.1070EPN: ENGINE2 (Pegson)475 bhp Diesel 475.00 2,640 3.1730 4.1884 14.7250 19.4370 1.0450 1.3794 0.9738 1.2854 1.1942 1.5763 0.2199 0.29034.3420 5.7314 16.3361 21.5637 1.4300 1.8876 1.3325 1.7589 1.6342 2.1571 0.3010 0.3973Notes:Emissions Factors utilized in calculations were taken from the Engine Technical Data Sheet when possible. If not available, AP-42 Table 3.2-2 was used. Sample Calculations: bhp * (X lb/bhp-hr) = (lb/hr) (lb/hr) * (hr/yr) / (tons/lbs) = tpyFormaldehydePM/PM10SO2VOCNOXTOTAL EMISSIONSEPN (Type) Emission unit FuelCOPrepared by:KJ Environmental Mgmt., Inc.500 Moseley RoadCross Roads, Texas 76227Phone: (940) 387-0805Fax: (940) 387-0830 Denton Materials CorporationStandard Permit for Permanent Rock and Concrete CrushersEmission CalculationsTable A- Emission FactorsPM2.5 (lb/ton)0.0007 0.00033 0.000050.00021 0.0001 0.0000150.0054 0.0024 0.000360.0012 0.00054 0.00010.0054 0.0024 0.00360.0012 0.00054 0.00010.039 0.015 0.00230.003 0.0012 0.000070.025 0.0087 0.00130.0022 0.00074 0.000050.3 0.072 0.0110.0036 0.0022 0.000330.003 0.0011 0.000170.00014 0.000046 0.0000130.003 0.0011 0.000170.00014 0.000046 0.000013Dry = Uncontrolled Emission RatesWet = Controlled Emission RatesEmission Factors are derived from AP-42 Table 11.19 2-2.Drop Point Equation (Wet)Use table above or the following to determine emission factors. Emission factor based on drop point equation:wind speed (Appendix) -----------------> 10.8 Refer to the Appendix for average wind speeds.% of moisture content ------------------> 2.5PM EF(lb/ton) 0.00472PM10 EF(lb/ton) 0.00223PM2.5 EF(lb/ton) 0.00034Note: Resultant quality rating decreases significantly if: [a] wind speed is less than 1.5 mph or greater than 15 mph, or [b] if moisture content is less than 0.25% or greater than 4.8%Emission FactorPM (lb/ton)PM10 (lb/ton)Fines Crushing (All) - WetSecondary Crushing (All) - WetTertiary Crushing (All) - DryTertiary Crushing (All) - WetFines Crushing (All) - DryEmission SourcePrimary Crushing (Jaw) - DryPrimary Crushing (Jaw) - WetSecondary Crushing (All) - DryScreening (All) - DryScreening (All) - WetFines Screening - DryFines Screening - WetConveying per 300 ft - WetIf a conveyor is over 300 ft and is not enclosed then calculate fugitives as one drop every 300 ftConveying per 300 ft -DryConveyor Transfer - DryConveyor Transfer - Wet Truck Unloading Fragmented Stone - WetTruck Unloading Crushed Stone - WetUse conveyor transfer emission factors or the drop point equation.Prepared by:KJ Environmental Mgmt., Inc.500 Moseley RoadCross Roads, Texas 76227Phone: (940) 387-0805Fax: (940) 387-0830 Denton Materials CorporationStandard Permit for Permanent Rock and Concrete CrushersEmission CalculationsTable B- Control Factors for Continuous and Batch Drop PointsControl MethodControl Efficiency (%)Control Factor (1 - ctrl eff)None 0 1Wet material 50 0.5Water 70 0.3Chemicals/foam 80 0.2Partial Enclosure*50-850.5-0.15Full enclosure* 90 0.1Enclosed by building* 90 0.1Washed Sand/gravel 95 0.05Manufacturer Rating enter value enter value*If an enclosure is claimed, the applicant must provide a description and/or drawing of the enclosure. Control Factors derive from TCEQ "Rock Crushing Plants" - Febuary 2002. Washed Sand/gravel with water spray98.5 0.015Prepared by:KJ Environmental Mgmt., Inc.500 Moseley RoadCross Roads, Texas 76227Phone: (940) 387-0805Fax: (940) 387-0830 Denton Materials CorporationStandard Permit for Permanent Rock and Concrete CrushersEmission CalculationsAverage Wind Speeds (Choose closest city to plant location)City Speed (mph)Abilene 12.1Amarillo 13.6Austin 9.2Brownsville 11.5Corpus Christi 12.0Dallas-Fort Worth 10.8Del Rio 9.9El Paso 9.0Galveston 11.0Houston 7.8Lubbock 12.4Midland 11.0Port Arthur 9.8San Angelo 10.4San Antonio 9.4Victoria 10.0Waco 11.3Wichita Falls 11.7Prepared by:KJ Environmental Mgmt., Inc.500 Moseley RoadCross Roads, Texas 76227Phone: (940) 387-0805Fax: (940) 387-0830 9. APPENDICES 9.1 Engine Specification Sheets C13 ACERT™ Industrial Engine Tier 3/Stage IIIA 354 bkW/475 bhp @ 2100 rpm Image shown may not reflect actual engine CAT®ENGINE SPECIFICATIONS I-6,4-Stroke-Cycle Diesel Bore......................................................130.0 mm (5.12 in) Stroke...................................................157.0 mm (6.18 in) Displacement..........................................12.5 L (762.8 in3) Aspiration...............................Turbocharged Aftercooled Compression Ratio...................................................17.3:1 Rotation (from flywheel end)..............Counterclockwise Weight,Net Dry (approximate kg,lb).....939 kg,2070 lb FEATURES Emissions Meets U.S.EPA Tier 3,EU Stage IIIA emission requirements. Worldwide Supplier Capability Caterpillar -Casts engine blocks,heads,and cylinder liners. -Machines critical components -Assembles complete engine Ownership of these manufacturing processes enables Caterpillar to produce high quality, dependable product. Factory-designed systems built at Caterpillar ISO certified facilities. Testing Prototype testing on every model: -proves computer design -verifies system torsional stability -tests functionality on every model Every Caterpillar engine is dynamometer tested under full load to ensure proper engine performance. Full Range of Attachments Wide range of bolt-on system expansion attachments,factory designed and tested. Unmatched Product Support Offered Through Worldwide Caterpillar Dealer Network More than 1,500 dealer outlets. Caterpillar factory-trained dealer technicians service every aspect of your industrial engine. 99.7%of parts orders filled within 24 hours worldwide. Caterpillar parts and labor warranty. Preventive maintenance agreements available for repair before failure options. Scheduled Oil Sampling program matches your oil sample against Caterpillar set standards to determine: -internal engine component condition -presence of unwanted fluids -presence of combustion by-products Web Site For all your industrial power requirements,visit www.cat-industrial.com. 13 April 2012 2:22 PM C13 ACERT™ Industrial Engine Tier 3/Stage IIIA 354 bkW/475 bhp @ 2100 rpmSTANDARDENGINEEQUIPMENT Air Inlet System Air to air aftercooled (ATAAC) Turbocharged Control System Electronic governing,PTO speed control Programmable ratings Cold mode start strategy Automatic altitude compensation Power compensation for fuel temperature Programmable low and high idle and total engine limit Electronic diagnostics and fault logging Engine monitoring system J1939 Broadcast (diagnostic and engine status) ADEM™A4 Cooling System Thermostats and housing,vertical outlet Jacket water pump,centrifugal Water pump,inlet Exhaust System Exhaust manifold,dry Optional exhaust outlet Flywheels and Flywheel Housing SAE No.1 Flywheel housing Fuel System MEUI injection Fuel filter,secondary (2 micron high performance) Fuel transfer pump Fuel priming pump ACERT™Technology Lube System Crankcase breather Oil cooler Oil filler Oil filter Oil pan front sump Oil dipstick Oil pump (gear driven) General Paint,Caterpillar Yellow Vibration damper Lifting eyes 2 13 April 2012 2:22 PM C13 ACERT™ Industrial Engine Tier 3/Stage IIIA 354 bkW/475 bhp @ 2100 rpmPERFORMANCECURVES IND -D -DM7688-02 Torque N•m Engine Power kW BSFC g/kW-hr Engine Speed -rpm Metric Engine Speed rpm Engine Power kW Torque N•m BSFC g/kW-hr Fuel Rate L/hr 2100 354 1611 223.2 94.3 2000 354 1692 219.6 92.7 1900 354 1781 216.1 91.3 1800 354 1880 212.5 89.8 1700 344 1933 210.6 86.4 1600 333 1987 209.3 83.1 1500 321 2041 208.9 79.8 1400 307 2094 208.4 76.3 1350 294 2078 207.5 72.7 1300 281 2062 206.5 69.1 1200 251 1998 204.9 61.3 1100 223 1933 224.4 59.6 3 13 April 2012 2:22 PM C13 ACERT™ Industrial Engine Tier 3/Stage IIIA 354 bkW/475 bhp @ 2100 rpmPERFORMANCECURVES IND -D -DM7688-02 Engine Torque lb•ft Engine Power bhp BSFC lb/bhp-hr Engine Speed rpm English Engine Speed rpm Engine Power bhp Engine Torque lb•ft BSFC lb/bhp-hr Fuel Rate gal/hr 2100 475 1188 .367 24.9 2000 475 1248 .361 24.5 1900 475 1314 .355 24.1 1800 475 1387 .349 23.7 1700 462 1426 .346 22.8 1600 446 1466 .344 22.0 1500 430 1505 .343 21.1 1400 412 1544 .343 20.2 1350 394 1533 .341 19.2 1300 376 1521 .339 18.3 1200 337 1474 .337 16.2 1100 299 1426 .369 15.7 4 13 April 2012 2:22 PM C13 ACERT™ Industrial Engine Tier 3/Stage IIIA 354 bkW/475 bhp @ 2100 rpmRATINGSANDCONDITIONS IND -D For service where maximum power is required for periodic overloads. Engine Performance Diesel Engines —7 liter and higher All rating conditions are based on SAE J1995, inlet air standard conditions of 99 kPa (29.31 in.Hg) dry barometer and 25ºC (77ºF)temperature. Performance measured using a standard fuel with fuel gravity of 35ºAPI having a lower heating value of 42,780 kJ/kg (18,390 btu/lb)when used at 29ºC (84.2ºF)with a density of 838.9 g/L. Engine Dimensions (1)Length 1202.6 mm (47.35 in) (2)Width 1012.8 mm (39.87 in) (3)Height 1185.5 mm (46.67 in) Note:Do not use for installation design. See general dimension drawings for detail (Drawing #2741593 ). Performance Number:DM7688-02 Feature Code:C13DI03 Arr.Number:2364575 Materials and specifications are subject to change without notice. 16287063 ©2012 Caterpillar All rights reserved. The International System of Units (SI)is used in this publication. CAT,CATERPILLAR,their respective logos,"Caterpillar Yellow,"the "Power Edge"trade dress,as well as corporate and product identity used herein,are trademarks of Caterpillar and may not be used without permission. General Site Location Mutual First, LLC Standard Permit Application 5120 East University Drive Denton, Denton County, Texas 76208 Google Earth (2019) Vacant Vacant Commercial Storage Residential Storage Vacant Commercial Not Buildings 440‐Yard Radius Primary Crusher (EPNs: DROP1, DROP2, CRUSH1, & ENGINE2) Grizzly Feeder (EPN: DROP3) 200‐Feet from Property Boundary Screener (EPNs: DROP4, SCREEN1, & ENGINE1) Stacking Conveyors (EPNS: DROP5‐8) City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2764,Version:1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction regarding roles and responsibilities of the City's Economic Development department, including the staff and support provided to the Denton Main Street Association. City of Denton Printed on 1/3/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Economic Development CFO: Antonio Puente, Jr. DATE: January 7, 2020 SUBJECT Receive a report, hold a discussion, and give staff direction regarding roles and responsibilities of the City's Economic Development department, including the staff and support provided to the Denton Main Street Association. BACKGROUND The City of Denton Economic Development Department works in a variety of ways to support the Denton business community. This includes through traditional economic development functions, such as business recruitment, retention and expansion, and through nontraditional economic development functions such as quality of life programs, creative economic support, and tourism. One of the longstanding and well-known programs managed by the department is the Main Street Program. The current program is set up in a hybrid format, through which the City provides staff support and the Denton Main Street Association (DMSA), a separate 501(c)(6) organization, serves as the governing board and provides programming, events, volunteers, and activities to support downtown Denton. However, with a change in staff in the department and changes to how other involved agencies operate, both the City and DMSA began evaluating the roles and responsibilities of current staff to see if there were options to improve the efficiency and effectiveness of the program and further solidify the relationship. Staff reached out to other communities and to the Texas Historic Commission to research and discuss options for fulfilling the requirements of the Texas Main Street Program. Staff found that cities operate their programs differently, depending on the needs of their community. However, THC noted during the discussions that Denton’s unique public/private partnership has contributed to the success of Denton’s program. City and DMSA staff discussed three possible staffing models. The first model would maintain the status quo, with the City providing staff support as required by the Texas Main Street Program Agreement with the Texas Historic Commission. In this model, the City would seek to hire a Program Manager for the recently vacated position and another staff member would serve in the required Assistant Program Manager role. DMSA would continue to provide event and programming support that encourages downtown heritage tourism. While this model has proven to be effective, it does create some operational inefficiencies by requiring the City to maintain two staff positions and DMSA to have a separate staff position to support the nonprofit. The second model would allow for the City to contract with DMSA to fulfill the program manager position. The City would provide funding, similar to the arrangement with the Denton Chamber of Commerce or the Denton Parks Foundation, for staff and operational support. Through the agreement, the contracted program City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com manager would be required to fulfill the role as outlined in the City’s Main Street Program Agreement with THC, while allowing the program manager the flexibility to also serve as the staff support for the nonprofit. After discussions with DMSA, staff believe that this model could serve to benefit both organizations by further strengthening the partnership, reducing the staffing inefficiency, and could be more cost effective for both organizations by increasing the membership-generating capacity of DMSA and reducing costs or adding staff flexibility/capacity for the City. The third option would be to transfer the management of the Main Street Program to DMSA. While the City would maintain its support through such things as the Downtown Reinvestment Grant Program, DMSA would take over the contract with THC and fulfilling all of the required program components. The non- profit based program is used effectively in other communities throughout the state, including Amarillo, Beaumont, Houston, Laredo, McKinne y, San Angelo, Texarkana, and Victoria. In all cases, the Cities continue to provide support through operating funds or HOT funds. At the January 7, 2020 City Council meeting, staff will present an overview of the staff models and seek direction from Council on which model is preferred. If the contracted staff model is preferred, staff and DMSA will be to negotiate a contract that is beneficial to both organizations and provides the needed support to the Denton Main Street Program. EXHIBITS 1. Agenda Information Sheet 2. State Main Street Program Contract 3. Presentation Respectfully Submitted, Jessica Rogers Director of Economic Development S:\Legal\Our pocuments\ResolutionsU 9\TMS Annual Contract Resolution 2019-2020 clean.doc soLUT1oN No. 19-1314 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH THE TEXAS HISTORICAL COMMISSION TO PARTICIPATE IN THE TEXAS MA1N STREET PROGRAM DEMONSTRATING THE CITY OF DENTON'S COMMITMENT TO CONTINUE AS A"SUSTAINING LEVEL OFFICIAL MAIN STREET CITY" AND AUTHORIZING PAYMENT OF THE ANNUAL FEE 1N THE AMOUNT OF $2,600; AND PROVIDING AN EFFECTNE DATE. WHEREAS, since 1990, the City of Denton (City) has administered a Downtown Development Program ("Program"), using the National Main Street methodology, in conjunction with the Texas Historical Commission; and WHEREAS, the Program emphasizes downtown economic revitalization through preservation and rehabilitation of historic buildings in order to provide the necessary image for the downtown area and serve as a unifying factor to encourage area merchants and building owners to reinvest in downtown; and WHEREAS, the attached Texas Main Street Locally Designated Program Contract (the Agreement"), sets out the City's responsibilities as well as the additional advantages including group procurement, training, use of trademarks, network and staff assistance from the state level that are part of participation as a Sustaining Level Official Main Street City member; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION lm. The attached Agreement representing the City's commitment to continue as Sustaining Level Official Main Street City" for 2019-2020 is hereby approved. SECTION 2. The City Manager is hereby authorized to execute the Agreement between the City and Denton and the Texas Historical Commission and the expenditure of funds pursuant to the Agreement is hereby authorized. 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 the Agreement to the City Manager of the City of Denton, Texas, or his designee. SECTION 4. This resolution shall become effective immediately upon its passage and A,_mm approval. seconded b tion to r v „ it 0.ion was ma the esolut O ` -- — - anddeb " n was .c& and approved byY _ _ ..: ... ..... . . ee. . m _ __. .... 1 i rNl.a v i _ ,.....C A NaX Abstain Absent Chris Watts, Mayor: _ ,°' w Gerard Hudspeth, District 1: Keely G. Briggs, District 2: ' Jesse Davis, District 3: „"_ John Ryan, District 4: _ "" Deb Armintor, At Large Place 5: mmmm IT'°'ITITITmm Paul Meltzer, At Large Place 6: ,'` PASSED AND APPROVED this the ,`, __ day of , ___ , 2019. p k I d CHRIS WATTS, 'l ,,'"R m ATTEST: ROSA RIOS, CITY SECRETARY i BY: , ; y M, _.... ..... ..... -- APPROVED AS TO LEGAL FORM: AARON .y ai, ..1'l°` ATTORNEY w r°' . ,. fd m m— " BY: ,......... ° _ I •II** L I:1 1 • , -• • . 1 , i ., • • • , , . I'his c€rrtract and a reeg nent conc;rnin; 'l a t ta:.:l"'aw aw ttc,w t 'duy ewa w (`. r..t) is entezed irxto bet reen the t t;r.Ga", (hereinafte referred a as "I'rti i at') a d th AZ'e as -Ii tc ri l Co r,i ic (herein f ter f%rred to s "'L'I--C'). ;f)ra ro 1'C i 'tt•c. rca,°4 1 (her inafter referr€d to s "I-0 al I'o ') is p rt af a larg r prc gra ithin the I'exa T ir St eet T ra (her.ei.nafter referred to as "°I°ISL'), as defined ira 13 'I"f C; se. 19.3(1), vrh rei s the I'artic pant qa.ali'ies as a Texas I in `'str et Urb r C:ity, as defined ir 13 i°11C; see, 1.903. T'he pur ose of the I_>o al l'o rarn is tc assisi I articipant wit r the de;velapmerst, revit li atic n, restarat or, and p servaticar r f its histc ri d awnt wn or r r . ercial r eighbonc ac d districts in accardance wiih the na ional I Iain t et Elpproach. This A;reernerrt shall. be goverr e by 1'exas over ent C;ode, ctiorr 442.Q14, and T°e as Ad 'nist ati re oc e Title 13, l a t 2, C;l apter 19. I . , ' . . " ! . , . ' # . I.°his 1 greemerrt constitutes designa ic n caf 'ar icipant as arr oificial 'I"ex s 1'Iain treet Ci y s deiined in 13 I.'hC s c. 1.3(2}} anc allo rs the: us; of th€ Natianal N1 in re;et entcr, Itac. brand, includin Il If\IN ST'RF,T f M i IC;111 M cc ntroll d by I Tatic n l I/Iain Street Csenter, Izzc. 53 West Jacksan F31 rd., Suite 350 C;hicago IL, 60604. If T'ariiciparst's participation iri the I'1l I I' ceascs, I'ar cipar t m y rra 1on e us€: the te `li lain 5treet' to de°scribc its lacal developrrae:zat, restoratior, a ad p eservatian p cagram rrc r tili or dis lay the trademarks or br nding vf the Nat c nal ia ain tr et Center, Inc. The c esi raation as a Texas 1 Iain tre:c:t City allcaws fc r full par.ticipatican in the 'I'Ta I' n€° a i, which includcs eli ibi ity ic receive Texas I 1ain St eet publicati.ns and part cipate in'I"ex s 1l Zain Str et ne arki; oppcartunities. L7esi natc:d 'I'exas Il i in tr€c t Ci ies, silch as I'articipant, shall execute ar d submit tc the L'M l aifice the N tional Il Iaiti Street C;ent r's "I'r cdemark SLibliceras A reerne t (""I`i I Sublicensc Agre mentp'), wh'tch grar ts the ri ht tc use th regist€rc;d tradetnark, lo os and brand of Natianal Il Iain Street erater's ne . becship prograrn - I1i 'I' E.I° 11IYI,F IC;AIM, I'art cipant hereby agre s tea, ar d shall camply cvith, all terms arrd corrdition of the 'I'IVI iub cense Agreement, which is att ched hereto as Exhibit A, and inccarpc rated heeeir-i by referen e, f dc iitionally, I articip nt ac:knc wled es and agr es that in the event Nat onal 1V1 in treet C:nter. develaps and/car r leases n pdated Tl`1 ublic:ense ligreement ("Updated T'Tt I ublicexase Agr em r t") duri the "Cerm of this Eigreemez-zt, I articipant shall be r quired to exe ute, and omply .vith, the Updated "I`id ublicense 'i t-ee ez t c r c the `se k e subjected tc ter 'na iara Surs ant to thc terms c ii II. (F3) belo , In the; event l Ta onal I aira Street Center. develops a d or rele ses an Updated T1 1 ublicens Ilgreement, l,IIC . pro vide I'art ipant with sixty (60} days' natice for. Pa-ti ipant to cc sider, pre arc and ex c zte an aapd ted ablicense Agreern nt. Fur.ther ore, he par es ack owledge and agree that the xecutican caf such Updated °I'I'I 5ubli ense f eeme ai sh ll not zeqizzt e amendmerrt o£ th s f gre m t and shall bceo e part of his Agreerrrent upc t its exec itiora. In the even c f cc nflict betva e a ulti lc T1 I ublicense 1lgreements, thc mcast recerrtly ex cuted ersic n hall control, Page 1 T • ,., , , . •+ , ;,. .' , s1. crpe;.ratisan e hc :..s e l ]['.og rr, Il arti ip r t s ll r Ie y a ull-tirne aici pra g r nan;er rha .i.11. tt r at Ae st t a .ra f ssi r ev.lr sx ren t s;ea ts rxi u,ll r s utl.ra d .i ut s:taan l.rw. .:f c s ry, "]C'.x s Mabr str;t Srr,1 i4y ra ay, after ; fi.rs4 t.re y.s a f. ar.ii.i a in .in 'I"Ll:I', S rrr t th pr ra rur grLa r.e.a posdti a. aa :s p.r'a.rm s i% cc na r i.: d r 1¢rx rnt tc ris ru, nc a he:r r lev r t lu i;s rkra.l. r xr i zin as full--t e id .z°¢a.ram ru;xg a e;.r. ::a.r. th puxrpr e; r f t ais ...r,m nt, 'u;a.- ir rrba l y:t ari ans tkr.t t a. a.ac rar r a r v e.r s .I: fa ty () he x.rs p r ek deci..ed t r cl t z L,r al '.rr r r a d avrz t r. r.vi ali a i r o ]f1r r l s r s f tl r 1 a.rti.k r t s b su a te th sa ea r r l and dire ti.on e th .'a..rti raru. .'rtic.i r t s all mr ve '¢.z-a.r r.n an fi cnt r r e.r tc %l.l .a c;.r rr s ra a.r va r r nd th C;'s St t c a.°d.inata.r sh I Y k t rr s ci f ress n 'i11 rx vac n ie;so .t, "'s i rc t t C 1.r}an ity (s ciefin y 13 ':Cf'a: 9..3()} slh.ll a d.ti¢r ally e n s.lr y fu11-tarn assista.nt ra;.r rr axiein er whr sha ll a..ls Sr.rti pa e .in th.e p..f ss.icrraa.l r.tc atrrea ucrder sul s tian :I e.l va. d."hr .a a ra xx rx arza e.r ai.I. tt a 3 tw¢ .ra£;ssi r a r vele pmerzt a rp tuni i s i the.i.r ntir ty p.r y r r t .list k.r w o Z 1.'a es ;f.r r c f the T x s istc ri ;amsx i s.ac r o 2. 'I't Tk3 si "S"r iz itt. ]f qui.re o.u°erxt tian 'a.r ru va .rr;.t°a.rm zxx nage.rs. 3. "CI I S Ser am.r .l.re f sir s al :v;lc arm rut for all raa r m man a;rs. fl. TI xas I c r.ytc ur .f3.ssc.a.ti':d"xas .1i i i t.,,rr aaa 'r a.f.rerx e. 5. Nat a r a4 Ma z r et ;c n.f.r e. 6. I ast r.rar ;oruf:r n a h .[a iar T T'reast fc.r .I:I.ist.r.i .l.rese v t a o k,x.r.i a d p.z-c r m i r na.rs, . et r.. 'r e V y `.d":-.IC;, n y su}stitut: ru i Cai re speeif, rel r nt r%ss.a r 1 {e r.Ic rr nt f r aa of t-hc; aE c v r s v r.ith Srgc P r v E f'.'.I:[C;. Nev r m riag;.rs l.l atterr. h ""S][ T3as.i 'I'z dzi s., list c s rn c a th .list }r r, ri iax IZ ir f.rst yca c i er.Lo rne t. :f'tk er s ara ssist t i itt. 5tu t anp r yee .in c itiar t t .r r<rrx r arAa;eg s r:f er c; :ar v, tha t a sa shou i. l.s at n f at l st e se;rr t aaf :i z i.r e .rcr'essia n t evel r r 7 rxt n ta l yo f .r:Ila:x;n. og.ra ra rrar m;.z .is h.g.red hc has a.zc t Srcvi Lis y t rud d ':C':C/f:.l .3 s.i ra.inir; z o s rre t r b k.raiand .rn :1l ai St.r et, as cietc.utn rxed by "° t, t rr rua;r .is r quir l ta tter c c ra s.r.i s c>f a s. ".ra.rxa.n:?.a c fessi 7c 1.vel rx e.t, .E 5 10 sti r sh ll b e -a.ar; tr I'ar i iparnt fc.a t traia i.r.; s.r.es .xe u:ired nd r th s ir uz-nst r c s. Ta h:l ensure n 'fectiv;.ty. fur ct.ru .o l .r¢.r rry, .tc l .rc.ras rr Y a c sf a.lu te gs re nc ur d tr tt r. Tl SI' du tia raal ar t.nn t.e.sa l I a s i;rrc$ i ha,.r;d faa.r tFr ir ar i i a ti o Page 2 T'as:ti i.p t t r es ta a ry r ut thei ,c c;al i'r;r m rr Yl acc:os clin; to the Il Tain Street 1 ppre h s prr rrrul a c:ci k y th oT tional. Il a r treet C:°e ter anci displaycci at a.n r nr.r fl;t;<n,d a r i,r»tr c;s::..pVt,w.,ar.rtic.i azrt gzees c inc;r rpc r te the %a11c vJin ten crit ria, "°I°er 'rit.r.ia'> ir tc t cir i.,rcal :C'ragrarra ork: i. C:ultiv te: braac-ased suppor %r the do nt wri r vitrxli.tion process. 2. I3e visiaz nc 'ssiarl drive:r. 3. C Jerat€: uz cicr a trat gic I'l.a t f ork l'Iar of ctio. 4. A.}7 Sl.y histc ric Sresc.r ratic. etkx o ll I ai l treet re rk. 5. Fn a e activ rc>l.ur t cr.s, baards and corn 'ttees. 6. I re vide dri c c uate oper tin ud et. 7, 3_?m lc r a p o ram rn na;cr. Ei.s autl.n d i YII.A a o re. 8. Su cart ongoir educ ztic rr fc r staff ar c vo1:teers. s outlined i. IIIaI3 ak caveo 9. C'ozrrply rith repr rtirl; -e;c ui.rerne:nts. P s e utl.ine;d in IIr.I7e elaw 10. F'ut d az c m intai.n r atian l I Iain treet f1m r c:. '' rri mbership, art c f th 1 tion l l aa.rr St eet C'r ter, Inc. D. Reporting. i'ca . easure p.rca r ss, l art cipar t shall tr ck statis ics su.h as .reir vestrxlent a rd jo i susirress creat csn a suE 't therrg te the 'I':l I I' offi e l y the 1t)th e f the mr rith. f llowi the crid c f eac h calerid r c uart. t Ic rith.ly c i rit r ;p.rts to tra.ck spe:cafic c al- basc d tivit es shall kae subrruttec ta s °'l fiI' ffice: by th 10th cafe h mc nth for th previc us rr c r th. E v n if here h.s nc t b en reira estrrr-rient ct v ty i a rrLc nth ca.r c u rt;r, I'artici ant shall s ill submit r.epcar.t ot rag such, 1'dclitionally, :[az ici sant shall suE 't n ar al r cart th t .r elrac es an evalu tir n c f th I<ca al F'rc;x-arn im Slementatic of tkac: T°err C;r.'cter a c utli ed irt S cticar III. bcrve for the revious cal nci r year. E. Probation. 1'r.tici nt a;rees t a.t t ae.ir :[,c a1 l rogr.am gnay ae pla eci an prc k at esn, vrhich rriay result ir the s xspension esf °"I SI scr.vic.es c r pcsssik le r mc val frc rri the L'I I P, for any of the fc ll.caur.r r sansa 1. F°ailure to srzbrr t an an ual "I°er C;riteria re,ort pursuan tc Se t.ic ri III. Z) abc7; 2. f a lure to ch.3eve "I"c; C;rite.tza cahpec.ves rrior.e than ra (2} o s cutive years 3. Fa lur: tc> subrriit rnonthly repesrts for c re than fcaur (4} ccsnsecutivc: months; 4. F ilure tc subznit .rei.vestrnez.t repor.ts fc r mr re th t ro cr nsecutive q ar.ters9 5. F'ailrare tc ade ta ie.ty st ff or fiir c th pro;r rr 6. F`ailur to abic by this reerrr-t. I°HC; shall ne tify I'art ci nt .n r.r.ztan.g r c.r. ta mplc:me tin j re batic ri in acccard c vrith Tc s 1idn rJr str tive C;rr fe'I'itle 13, P rt 2, ha ter 19. In the c se f pr bation, I articipar t ill wc rk ith th 'I"-I's tate („ao.r.ciinatca c r d€;.le:at to o er c rrrie r y ciefici;ncies. ":[°F-C: m y terr in te the Lc cal I'rc;ram's Sarticip tio a iz the 'I°IS if I'arti ipant fa.ls to r a ac:c ate id ntifie:d e e ciet-acies rit girt a reasc n ble t rne. I cs fees w'tll e r.fia ded in as s caf probat c>n ar c3 ariy c utstanc irr f es urir er this l rcem lt . rezraain c ue. I irzrin prc a iorrary st tus the stapul ticans llecl far in seetic ns I I ar IV r f t a.s re i-rie;nt sraay be tetr porarily altere c r susp neleci upan "['C;'s cliscretian. Page 3 e I y..a a Str.t . a ' . k°y. I'.rtieipar t shall L udget fc>r anci mazntain xeml er.sh p in the faTatic nal. I Iain tr.e t Cent r.. i A. On-site visits and technical expertise. I"I I I' ser.rices are a raiJ.bl.E, tc desi;nated ''exas l air treet C;it es in oe d standirig„ i.ncl iciiz p, those pr.r vicie;cf thr.ough slt visits tca addr.ess desi r l.a.rani.n;, ecc rrr ic develc prrient and c r.ani atz n l pr.gram capaci y i.ssues. es-vi es ay incltade, but are rar t limitec ta: fa de r.endcr.in;s technical repor.ts, e.i.ty pl.arir i.ng; preser.vation aryct hi.gtc r.c buildir g xpertise by l censed ar.chi.cts anci c ther. design }resfession ls9 Susi.ness cie r lrapmerst and fundin advic, pr.c,r.ars rr n eg- arici t oar.c tr.air n, s°o r.arrx ca a ity_ buildin;, an str.ate;ic, plannirig. o Sc:c:. i St°c a, houl.d a s-eplacement pr.c;r.am rr7ana;er Se rreedec, the. I'10.I c ffice can ass st vri.th ail. elem nts of the hir.i.ra pr ess, irrr,l:udi.tlg c-eatiryg jc b descr.ip ior s, jol pastir; and ir ter.vi.e i.n;. LTpo I r.ticip.i's r.equest, ihe "I"Ii i I' caf.fic will assist in th hir.ir g pr.erc:ssa hc aev, t e respas si.k ility fot- select or, salary, egnpl.c yrr ent ar d em l.c ye-r.elated l al. sn tter.s will re in wi.t1 T'as-t cipazxt. I'artieipat t is r.sponsi.ble fc r, and shall hol.d `I°I-IC and T'li I i7' har.rnless ir.orn, a11 ac s and r missi.e r s c>f its manag;€°r.s argc aIl. of i.ts errrplayees, a ents, r.epr.es ntatives, cantractc rs and/ot: suhcc,ntra.c:tar.s. 1 Tc twiihst.z a ry; a y pr.ovisic ns of thi.s 11 r.em rrt tr the ce t tr.ary, I ar.tici.par t ar d 'I'-IC; 111 carripI.y wi.th th Texas I ublie Infcar.mation E ct, 'I°:xas C ovet nrn nt C;c d, C;hapt r. 55?, as ir t r.ar.eted by c z al opirri.orxs and opini ns o£ ihe fi tcrrrrey CJez er.l c f the tate of'I'xas. 'I'F C; ar d I'ar.ticipant agr.ee tca r c tify each c th:s ir rritin; within a r.as r bl.e tirne fs m r.ec ipt af a r.equest frar. infcar.m tion r.el tec tc I artici-sar t's wcsrk ur cles- ilais A;reetnent. Pas-ticipant anc "I"NC; vill coc per.ate in the pr.c ductic n oi d curn nts r.spc nsive tca the r.equest. Par.tie.ipant will. rroti.fy I'F7i witl in t enty-fcaur (?4} hcaup-s c f r.:cei it of a ay thir.d-party r.;quests fot- infor.rnation that was pr.c videc t y th atate c7f'I°x s fc r use in per.fc s tning the f reernent. 'I'his ;r.eement ar d all c3at r ci other. infc r.rrratican ener.ated s r. r thet-vrise c btained ir its er.fc r.m rrce may e s bject tr the I'exas T ublie Inf zrriatir n t ct. Subjc t tc thc I exas I k Ii In£`rrnatzor t c:t, I'artics.paz t ag;r.e s to rnainta rr the con dentxal iy e f infor.rnatie r r.cc ived fr.om th t te of'I"exas dur.i.ri; he perfar.manc c f this Agreerraeni, i cludir nf r.matio r vahich discloses cc£'ic nti l p;r.son l infcarm.atiar. I:; . - ' - r Page 4 h i sg u .z s l tic ra s:ss v d d r.r .ir "]C:x s Cl°p<ver rrx n C;r, h te.r 226, sha.l. r; s V y':I"::%' d .r i ip nt .r salv r y c ispLite .r.sin und.r th .S..z°°rm nt. f I?ar i.aa t's .l.im fc.r b.r<eh f .;r nt runc t ; sc lv i .r the r.d.ur ry a sus ai V.e s.r ss, .it sPn lY. & suV r itt c t h ;t ti p.rc ss .rr v.c ed a h rfi m 226. '.1_'a it.%a.te t: a.r.ac:ess, 'r c:zpa t all s brn t itt n n.o i, s .z:r.ir d Y y Ca a.t.z ??60, a th .indivi u l id sx i£`i .i thc A,r err.x 'r r re i f c¢i so ;rrgpliar; ay rti.i ith 'a ter 22 f1.s ar c i ic r r ce i°.nt t t n fili; f cc nt sted c se, prc c i; un. ha it r 226tJ. I-rc: arxt stec se p¢ss r aviciec in :ha t.z 22 0 is T'a.rvic:i aa t's sr.t a d .usiv r cess a.r s e.lc ru a.a eru e y f r ar all;ed }.r ach of .f;.r r.xcn 1 `I."E:; i t r 7.cti s ,r r le ta .rr sr.[v h i.: is u s as d s z.ib al v. ar xp.lian; it t e s test r case: aro ss r.avideci .rn pte.r 221 0 is a nd T an rec d rat tr sc:kizx a-s ru t su fr rrur. .,;islatu°, un ic Ch t.r 107, .;ivi I[.r ct c.s nd k rxue:i s c cico Ne th.r th e ecutic n f t ...u°;r r t y I'arti i ra rad 1[".I YQ ; n.z° a y t is;r ara e:«t a ruy .u°e s n.tive c f th l arti ip zt r r I'F- relatAn; tr h 1.;.ueerr c;z t shall be :c ns.s.r°e ra e;.a r c v.a:e:i .irrirmus 3.t r ta stai y']f'lf a r Y r v.z°r.sr nt Y A rmuzci y t r i h .l.rtic.pa.t is cr h:.a-g ise rat.tl c inci r'd"xas l ra C. Indemnification. d.°F:C:If::? ::X"I`?l i"' 1,,.G°.fi.:3:.,:lf::? ::3 :...T, .['.k.".I."::;:I'..:I':ll_' SF:I.l4,:.,:I.. ):F:If::?:N:, N][p1i[d:E YA.S 6C7 :]f., :=C.,]Ei.]IL.?5']f':Y:k, S']C°A,"I'1 k "z'a1:5 1i. i E.I I[7'I'Fi 1,1[.).'I`-.i,][. ]F][C.;k,IiZ., f1.T, .',.I.',C Y.f{..,, ..',.l.Slf::?l":°A,"1[".(.lf::?S, C']f"][i..c'°1 1..5, A.S:CAN:::?:a., .§.1 I7 lf :;SX T]f1 1 :F::l.ll ..:I[' f l:l. .1.]C.I, I..:.a.:I]f..'I`, A''Y NS, ;:I:...:R::S, :I:7.1.10,]:5, Il.. SU I''S, .1: F.:I:.,:d:.. &J?:..10.TI ,][ C..J' iP. A.u.iy .C\...d..lJL LO'S_..A. .4+A_n.d..ir..Jy..l.!'.A....d .f,.,,..(S..A':.A_..I.od.3.d_i.7.!]..LAY.7.A..1.°d,F 0.il. lrly . Q.9 i.A.l. i.3rJ.A...r.A..1.Va..3 iili.iN.11 1V .X. L{...A. J'.Ils .I.V.A..A..7.7.A..I.V M...'A.' 1 L"'.G.Al...A.JL.II..II"".l1,..1.. Vr. A. .dS.A.r.w7 C II.sN".(. , ]Cll I.,C.)I'_slsS, SL1E.rC.I°`.d.'.. .,C."..'7..:5, 7..I.I n1 2...C-V]f.,E i.S.,.d_..{..5, ... SUI'T'L,]f,T S Cv7I{ SQJJE3:1`.d.°IitE.";`.d.°2..5 ]f+T "I":E::, L:X;U.i`1'4 N ]E2...C:f`,:k.."C7][.:i E.l'i:? E 'I':-? ..:k:lf::?:,:L 1:1(`:Il" A.I ill "::`:? "']1 S T]C3I,::I,NS:; .,],:::;1l?N"I' .1`:::t UJ.C:1.,':1,. ":" SaJ]Ei 1:[C;:I,:NS: .,J&]C:,:::I,tiC':d". "C'...I 1:1 i]f?i':::? S:-i.,]f.,I..:f 3:, I:][:[i14."':.: 3i' .5.,.'°Ti'1 3'' WT"i"... ...:f. Y`:I:C;, Q.; ..:i: _A"l"%°C. . . ,SC v a.g., 6d r , u n s °° :,g. ... ,.. J,.v w cN rs rr° .: °°rc,z.° : v: .:,c °x c L.5..1d.A. .L.. nY. A..A.,.A..A.A.elF`.A..A.it YY1Yd.f.W_.iYA.41.d. UlJY. 11.JI.D I..L4.A.1Vl.1.V Y./...A...lA_A't..`l...A'Y...SYJ.d 4...Ci.Cv l.a I l f1,ao I f,Z.'..'I II I't,l i"." i1.NI? '][". R`rl'll;.a ""C F.ICLS`IS ``T l][.,' XI:E':_":[':.L F 1Nf 7'd"][]E , ""C :1.,... G"Y'l...f : C' _A.C Ci' :'s T.... ,.,F,.Ii o fl, ::`..":I,:f`.d." .,:..]f.aC"'3 1.3]f..? ]f.s,°, .,.][°JC`I I][.1.:I C'' I-S.,:..:5.. .:.::I,i, NiL:.1 l iyljX A.10 r ]LII .-1: I.,:,SS ":':: S`I'..":':', :) "',:.: .,5, "I`E..::, AC I7 1 p...i]f', .',ll.?.rl...F.``'.S,.Fti..:8..',f i".', Tf. ° ?]f 5.I`]f`.'4,']f`J[ir]L.S, C.N.I.. C,"J['.fl., 4.SSTI::,l a:S, .[][lC. F.S::tiC:'.], ':fI:Li i.A.I['..I°: P,..,`lr`...l I:lt. Y'.i..t"I'' C,,EI::Il I S TITai 1'.T.:`,iC N'It.:I:Cr C.sT ttFl:["C' :: 1NT"I'1I S"C'.§.":'::,5 T'.f.':C:a,N", 5, ; .z s.ivr. .., . . t,.. r°u...,.1... u.c z..r ,a.x r -s z c;a c; r x i- u... -.sa.c:,s ..°r c N z°u;°Y z s r.:v°r FIy.A-.G.JL.tl.'431:i.A..'..A°1YA..1..'..I.V.R.y.L"7,loll..d'1 4JA"1..0'.L hA4L_.1. A1'N.0. w:9C..JJI.e.11 Jl_"1VwJ.A.°..L1,.6..pIlA.1_:.II.lYU.A'..1..°d.d., Page 5 1R`.d"k.u][I E N"' f.leCL7 "'..; ::p:Y..'.d.° p:=°.ilZ.l iTIS.-N'°T 1?I_;.' k i l"''1 :1V 7".I'lf;`. TI ,.i..k. C": ::Z 2S,N C1C;... ',TL.t.I l[. I'A..T°I]['.,IaC'_° S: i.,:... I13:. ]f.,.f\T:S..L d"7 EE..i.L,:_, ;.;'..° :{ 7:,+'I(; Il T]f.:T][l T"s.,'"I'C k: FY`' F:;]Fa.S. ":1_':.: ll-? := F I i , 5. E L:P., i3: ; ):. X P i E"I"]I . :3' .'.fi. Ti C;:[."a. N'.' W:":C.k... "[°.k...: .'s, Cp WE:]Gl`i T'FX i;°s`]C'tlT? .t C FaN;: .i... l i..LII a,:{:,I iy..N`'S dI\C [..N"' f..1.XT i[ t:':' .t4.1 T 7 .l.S.I`.':H:;]f .i.N'I' Ii.A.Y NC'" E x]. ,::? ']C' ..:C fX 5:F"°:°.,:,:1'sltif ° r:.a r {°r a°.r vz c ° , c z u.i c;. fi zc c.. D. Independent Contractor. rt c an.t r r .P a.an.t's ernp ay s, pr s z v s, a ryts c r y s k»a.tr ct.z s s aall s s e s an .de en ernt c ntr aar . prcr i ix g c c s .a° s rv.u es. Tl artic.u sai ut e.r rti,ip r t's rra l ye.s, :>r s.ta i res, .s a ci y stcbcs ractc shall n.c t % rx plr yc;s f "Y°C;. Sha P. rti.ip r subc:nt.r t a:y uf'the s;.rvi s .r ubr i ir this re rvr s.i, arti r.p r pr:s;ly lrsr erst cis nci ackn vJl d;s ;. .ip r t.r.irx r t r s h su a tr ct(s}, "':[:I.C; is .in ca rr kar u r .la.al. tr arr.y su a¢t.ra ts r(s} a f ]r ci a tm :C c vr t shall tIh.is .rr v.usic7 re.l.ev arta.c arat f the .s Sc siV.al.i y '.r nsu.r.ia; th the sc.rv.i es .r n.d r d urr°.r .11 suVa r ntr ts a: r nd;re:d in rrrx.ar ce ith tlhis ...u eem rn ar th "'C :"su li.c r se E"gr m r t ar J adai:d "I'l 1 Sui l r s: A.,.r ar.t. E. Ownership of Intellectual Property. Fc r the puxr a ses of th s 14.;r rn t, tk t:r.n "Jc k .rr ci i t" is d fizz as aIl .rar s, analys s, v 3rk .rs, c.a l pr€:y u.s, rli.r.a s, a.r..r r s, dr s.;r s, s.ificat.nc ns, syst rxrs, ume:ntat.azx, a eth de.1a;.ies, ce r:pts, kn rk i;, kne v-rerva, ic;as, irrr.r re ro ts, l r s, a r.u e, r s;az p, r u t.rial.s, i ll tr.x l p.crp.t ty .r th.r a.z c e.z tY a;v a, pr.u d, s.r en.rat d .a a.rt a. .iru frxl k yr `.I'I :£.C; ar d.r. .r c p.z- tia a th I'arti i.aixt, ia aar r c tir rr. th this .§,g.r xi ra. .rk .?.r..r d t spccifi a y e cl acies ar- c;xistzn; mat rial a n d k y Tl x tia:.i, r.z t.u°.. devela u.ri &e [°rrrz E` his t,.e m t dep de tly nd c.1 s.ive.y by .S ti.ipaa.nt rith u arsy "° i verAv rrneru .r. c tr.i aut.c r, gd tki,i dc s raa t .irr Yaz 6 cs.r in a.rpc r ar y c k I'r:od t aa r.rk I.erd:t c m c a ts ("Ir lepe.c d t 'a,.r i p n :[i 1 fl a l"). ..Il CT rY ][ac.t en:r.t urs a7,t t t xis .l.re m a t .is rnad th e 4 s.iv p.rc se.z y s f `.d.`k :. .,ll r h, nc Ant;.u st n nc{ t s i.i r I'r<3du t sha.11 r st .n ":1[°. C; u a crea i r .n h l b d sme tr k, n.t is .r ssly nter ded y t rt es b, a v c.k rra cle ar hir: z ci rru dc ira the c urs; ca th se:r ri e,s r.cnc e;r d ur u r t tc t is .F,r::-z nt. "]Ca t: terat that it e ny ,s x h 7ark .Tradu t rru y nat, by e.z°ati arx a' law, es .in `..[':k ; e r srx Fa a.rY ..z a u t axr y n fi c si r.c a rc rk rr a.d '.r hire, ll ri s, t.t. a.n. in terest th;r.un a- h e}y irr vr 1:Py assigr ci ta '..": ;. ':R'k:C: sh ll have the .ri kit ta a R aim ar ci tcy h¢.ld .ur .zts a:r rxr. an y nd a,.l pa s, apy.u°.i;hts, .re;.ist.rat.nar s a.r such c th r ara te tia . rru y be p r.r.iat tc the .rk 'r du t suby t r att.r, an any xt n.a s n.d .z-a.va ls th r¢o Au.rth.e.r ar, .if i d tr t ie xt ant T- .t r.d s I i mt y 'r 'ra ci z t rad ar. ath r rrap r y o r ci }ay "::'::: "'f': I'.rc.r r"} te ass si I.rtic nt ca u.z l r the ]f.,al rs.r m ar ct he ur s¢s r f this ...r t, ":':G; h.a°ehy .z arqts I'ax aca n, e i-r zxz; pc th c ate ih,t ?ar p ni is c s..n t a as .'1C.as 1 Str:t a.t r, a ane.usi e, va.a.6.1., uro.r.d R, fezl y p i, ryy lty-f..r, .L e:as, s.r th `]f'.z sf t&as .'a.re m,ent rh.il .rt,.i ant .r rn in s d s.i;t ts '"s [a.irn 5. ;ity, ta r a iii, rnoc i y, distrib xte, pub.li.ty .rfi.rrrz, »b.li.ly c.isplay an nse th °TC-C; ra e.z t r a y ta th :i a t x h i.xse: .is ra further:e f th ., P.ro;ram. ":"c th c:t rat lf'r i.i t rr avidc, ay Page 6 Indeper dent I.'ar.tic.par t 1Vlater.ial to I'f C; it cc nnectiorr rith th s A.r.eement, P r.ti ipar.t her.eby ;rants `I' IC;, ar 'I'I IC; acce ts, a x c ra clusive, per.petL a1, i.r.revc cabl., arid rid., full.y pai.d, royal.ty-fr.ee: lic nse tc use, r.praduce, co y, rriac i C I.S:YI.E?l:tl, publ_icly perfor. ., publicly dis slay, store, c st c n the nte net ar d r tive der.i:vativ v c rks a` su h Independ nt I'ar.tic:ipant I 1 ter.ial, and tcr sublicens az ci i:ransEer. su h Inde ndent l.'ar.t ci sar t 1 fater.ial tc third ar.tzes to use in a cor.clance ith th se li er se te;r. s fcsr. I'-I.C; pu.xj ases. F. State Auditor. In ad i.tic}n tca and rithout i triitatic ri orr thc r ther. audit pr.ovis ons c` th s f gr.ecrn n, ar d tc the ext nt pplic ble, pur.suant t i Seetion 2262.1.5 of the Te as C`o rerr rne zt C:rade, th€ S ate° E.udi.tc r.'s C ffi.e, may c:and ct an audit or. irave:sei;ation f I rtic:i ar t or. a y tk er entity r. per.san r.e eivi.ng; fiind4 fr.om the tate di tly under. th s A r.e . er t or. na rectly thr.o h a suk cor tr.aet ur der. this 1 r.eemerat, 'I'he a ceptar ce ca funcis by I rti.ip nt c r. arly oth s- entity or. per.sc r. dir.ectly unc{ez: tka s t'ig;reem n or. irrdirectly thrau h a subce r tr.c under. thi.s Agr.eement acts as accc tance of the authe rity c f the state t`4udiic r.'s C)f.:, ur der. the c irect an c'f the l=,egi.slative f udi.t ;am. rrgittee, ta corxdu t ar auc t c r i-vest gat orz i.n c i-ncct c n rith hcas iunc so Clncier. th dir.eeti n c f the I.egi.slativc Au it C'c'mmittee, I'ar.tic pant c s- other. entity that is the subJeet a£ arg auc it c r irgvcstig;at on by thc Stat fiuditc r.'s C}E ce mtast sr.c vide he itat Audi car.'s C)££i e vaith ac ess tc ar y infas n-a i.c n th ,"itate f.uditc r.'s C7f`fi e co sider.s releva.r t to t Le irrvestigatior car audit. 'ar.ticipant further a re s t ccaop r.at fully vriih ih 5t t f uditor.'s C ffi e irr the conduct c f he a di.t r r. irzvesti atic n, includirlg pr.ovid n; a11 r.ecar.ds rec uested. I ar icipant shall. ensur.e that this para r.aph cc n err ir the a thor.i.ty tc audit fu ds recezv d i.rrcizr.ectly y subcr t.ractor.s ihr.a;h I rtic sar t a zd the r.equir.ernc t tc cc oper.ate i.s i.r cl.uded ir ar y sub or t a t t a ds. `I'h it te iditcar.'s C f6.ce shall t any tirn ha r ac ess tc' d th r t tc examirre, audit, exces:pt, anci tr.ans r.ibe ny per.tit ent baaks, dacuznents, vre rki.n; sapes s, and r.ecor.ds c£I ar.tici ant r.elated tc7 this .g r.e nt. G. Assignment. Withc,ut the ps°as ur.ittet- cc nser t of'I' iC;, I r.t iparit rnay nc t assi;n this A;r.eezxzent, in nc l.e or. ir ar.t, and rriay ne t assi.;n any r°i.;ht e t° duty r.equiree ur der. it. VI. CONTRACT AMOUNT In aeec r.c ance rith ""exas Cso r.ntnent C;ode, see.442.014(d} ara 7.3 'I'11C; see.19.5(a), I'ar.ticipant shall pay '°IIC; fee i.n the arriount of ',t u. tc defray ecast f staf£ time ar c e per ses for ser r es sxr videc under th l.c)cal 7'r.ogr.arn. 'I°II shall islvcai.ce feat the fe and T r.ticipaz t shall tender. pay . ent w th a GO ciays. VII. TERM and TERMINATION A. Term. I'his 1 gr.:rr ent begins upc n th latest c ate thc Ag;r ement becazncs f'ully ex cuteel by indivi.duals who have the author.i.ty tr r d the par.ty orr wrrose; t hal.f he ar she i., si.ning F?fE:cti re I ate") and shall. xpir.e or L ece . ber. 31, 201.1 urrl.ess ter.ninated at arr ear.l e.r date pur.suant tc subse tion T3 t el.c w. Page 7 lk m °]C xna n, i Fre.r paz-ty s.11. r r; r ht ta t;rrr ccinat Yl pe.rfa r-rx n:s tr b .r r dered x dcr is .5,;n er t by r i}riru e ath r ar r in r.a°.tia:rg t le st tera (Q} d ys .un ad r n oi I t r r r t a dat a 2. : e v t I'a.rts i nt refras s a.r f ils t ecut any J ated':_°1 Su li e s 14.;.e rae t su t t t y: errrlis csf Se ia r :I. aCb vaflthbr s.uxty () ay; c f z ceipt h°r f, 'I'F:.C; sha h,v t c r..ight t irria c.iat ly t.rtnxir at tS s .,g.r:r i r }y vr.ritte:n r c i t:s the r i i r t. 3, .Tpc x tz ria.ati r raf thi .,;r rr t x dcr s b e ic r s rr i 2.br3ve;, n'rt g r vJal.l nr .1 a;.r e d si.t-t d s a. c fii ial. ":"as 1 I ir t.t .ty (as d fi ec .ia 3 s co 9..3(?}), ar vrutl a:.o ra.r b allo ae tki: us f a y Trark .r..c u t c.r ra p:.r r, as d;fbra ci hc.r im, .r tl e re st rcd tra xi rk, lc as i :pr d f Ial xtir n 1..C ira Stre t °t r's ra c rr:.c°ship gc;r rxu l N 5"I". ^F:"]C EiI.:i,..'.`". n. suc r v r t, Tl-az:tiei s nt a..r s tey r t.:r t `d'I I; ny i a rk Tl.z¢du t a i "]f.". $C I'.r e.rty .zra .ts passessian. 4. hic frxncis a.uci 1a 7.ri.: S ic n ":Z:. .f.hav sh 1l r .re;f-r ded .r a azxy c s r f t rrr ia:r t.i a a VIII. CHANGES AND AMENDMENTS fi,ray lt ra i s, ddit ar.s, r del t c r s tc th 4 er r s af his .t gr c:rrrn a:7.4 sha l b .r rg.utir g r i s.i n d by hc th pasti s. IX. APPLICABLE LAW AND VENUE; NO WAIVER; SEVERABILITY Th3s .t.r:-rr;a sIh.a V e gc v.rned y r d canst .r s.re a.nce rith t .la:rs a t e Stata: c f'."as. ':I."h veg uc f y srait a.r.as.i 7. r de.a° tkus .gree rr;s.t .is 'x i ir r y t f cc t a r ty risdi ticii a T ris u ty,'.d.°exaso 1`ic t ing in this E..z rn r t s a91 b eanstru: as a va.zve.r r f"][`:'s es r s:gr irrit Ler.ty r.r.. °1.y r.z ntrx nt.al.r r u ity ta rh ch I'att eipant .is r titl d a:en r']f""as .Ia ro ""Ih.a ...u egn r s ll e t r sY:tute a.r } r s.ru a as r iv r of .r y c' the .r.i;s, .r.u h s, def s s, .r rn ies, a.r.irnr xuniti s a r ilak; te .'.rti ip n, TI :1 a I e; St t ¢af'I'as. "°ie ',oar t e fr r.r, r.r any .1ay i h c,r'.r m r t, f y r r le;s, .ri hts, d fer s:s, r:m d.ues, ianrur ti s va la a.1 ts .r ic.ap n6, T:. a r e S dzt c'`.d'xas e 4 hi.s .!'e;.r e r t a.r.. x der p i aT l a wr sh ll z at e a st taate a ve.0 c'su ari r.l.s .r.i;s, efens, .r..me i s, cr .ugs .m s.it.%s c r b ns.ide.t°ed s }:sis fa st zp l. n t.kie ver t that any re v is e af this .,g.z°erri n t is at- e4errryi.ed a ta: .v d, va, c.0 u r a t'r.r ab.I, th ra th rmaini. t;r s, .rov siar s, ver.arat:s, and rr iY:r ns c E hi., A..r ern nt sh ll .rern,ir ira ull fcrrc a.d f t, x aa sIha Il in nr ay b af t, .S.r d, . in rali atedo X. PROHIBITED FOREIGN BUSINESSES; BOYCOTTING OF ISR.AEL A. Business with Iran, Sudan, or Terrorist Organizations. In c.r ar: ith "I"exas C:p ave.rz rra t :r d;, ;h t.° 225?, Su}.t r F, Tl r i ipaz-t h.rel y r:r s ruts a 6 rarr a.ts th. .it is ai ozxu-raz y icier tbi"i d r th lists ar;c nd r a.int in d unde.° "::'ex; v.r.m nt o €3.Q)5 (ca i s with P usir;ss r c.s .r idan}, 07.0.5 (curr a i.s ri h :asis ss c pe taar s .ig7. I.rar}, .z 2252.1 3 e rxYp ni s 1 ne v n a re rr.z:ts r.it ar -rs av r c sexp lies a r s.a-r.a s a a f.r i s t rr r.r.ist ¢r;a.ni.at rr}o [t ratkxstanci.i fr.r a.ir, carn y th t t- .Jr i.t d S,es c ve.u.rrment a'ifl.z rr tt r ly l..r s t a }e r lud d 'ram i.ts f c.ra. sa.n.;ir s .re;.ir.e 1a.in ta Sudarx, ]f.z ar, . c fcsr..ra t ro.t ist e r a, .u st suk J: tca c¢t p.z-¢hiEa.i ia.c un.r thi.s laus. A¢>a.c Y i .`n; stach e rruptic r rri suV:r ni4 Ffi ial c a ry a f t e e lar ti n. T r ac.rc ar vaith'I"xas r vernrrt ni c i, h te.r 2270, .I'rt ci a t .c y repr.s r s arad ra.r a ts t t .it d s nat, z d shal r.<y %a.a: the u r.t.ucara af h.is S..a:e a t, k ycatt l[sc the t rtrr . ci;"in d r e.a° "I"e as c v:.rn.rn r t C;od, 5c o 0.0 (). f`: s r.aTfl ru r a r.iW.le fc r rEa ri-r ar ri r this ..e rzxerxt shc ul%. @x re r.v d f.r rzr .rfr rrzraa. }y r t a f r, c r i r r f .e al a thQ.a-.r, t of c, a.a a the:r xnavaa.r ab.e ca ase nat ttributai.l ta th fault ra.x n;li nce f "'iC;o Tl:rtacip rxt shall n at be li.l t '.][°:-.; r naan-er£rma. csr cie.l ty .uY p.rfa-ru azz c: aaE a ui.r.mcrrt tar ci.r this .S.r:ern a ii suc r¢--e.°fcr.a°n e c r delay is c u a rn. 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Page 9 l To ices shall be add ssed s follows cs at such ther ddr ss as a,ny pa ty ier tc shall nc tify the c th r of in rri r ge If to °I' .: T'exas `stc ica1 Co `ssio r I'IE UNI7EIZSIGI TEI7 I 13R'I'IES II01 7 T IElVI ELVV S °I"C) ''IiE 'FiI'I'IF'UL I E NCE (JF °' IS PiG E I 1T. r ,p yk d""@ e,d m '° .. .... at a a ", p > v Au c riz d Signat-ure _._.. ._.. .._ ._...._.. City an g r, l ayor$ o oard Ch ` ) Sign r printed na,rne: .,,_T dd Iilerrian City of L ratan igner addr ss; 215 E. IvI I nney Stre t I7eraton, 76201 Sign r phon: 940-349 83Q7 ........._ r , f * I, r w ` r , Exhibit A TRADEMARK SUBLICENSE AGREEMENT This Trademark Sublicense Agreement ("Sublicense g ' Te x a s H i s t r r° I C ra p ro o rti u° M r ("Coordinating Program" A reement is entered into between ____ and ____ _ __ W(" Sublicensee"), effective as of the last date written below. For good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows: i. Background. A. The National Main Street Center, Inc. ("NMSC") operates a membership program called MAIN STREET AMERICATM. As a part of that program, MAIN STREET AMERICATM Coordinating Program Membership is available to statewide, regional or citywide organizations that oversee multiple local downtown and neighborhood programs within their service area and work to preserve and revitalize commercial districts. Local Program membership in the MAIN STREET AMERICATM program is available at the Affliate or Accredited levels to individual programs or organizations that satisfy the membership eligibility criteria described on the NMSC website (currently located at: http: //www.preservationnation, org/main-street/about-main-street/main-street-america/main- street-america-tier.html#.VmYLY grLIU). B. Organization is a Coordinating Program member of NMSC in good standing and has entered into a Trademark License greement with the NMSC which grants to the Coordinating Program the right to sublicense to its Local Programs the use of the NMSC name and trademarks described below. C. Sublicensee is a Local Program Member in good standing of the MAIN STREET AMERICATM program at the Accredited level. Sublicensee is also located within the Coordinating Program's geographic service area. Therefore, Sublicensee has the opportunity to enter into this Trademark License Agreement, which grants certain rights to use the NMSC's name and trademarks, including MAIN STREET AMERICATM and MAIN STREET, as described below. D. The NMSC's parent entity, the National Trust for Historic Preservation ("National Trust"), owns the following registered trademarks, which it has delegated to the NMSC the right to sublicense. NMSC and CoordinatingProgram have entered into a Trademark Licensing Agreement which grants the Coordinating Program the right to sublicense the following registered trademarks: These registered trademarks owned by the National Trust, together with the MAIN STREET AMERICATM word marks and logos referred to in Section 2.A.i below, the NATIONAL MAIN STREET CENTER logo referred to in Section 2.A.ii below are referred to herein as the "T ademarks." E. The Trademarks are well known and recognized by the general public and associated in the public mind with the NMSC and the National Trust. The Coordinating Program and the Sublicensee recognize the mutual benefits that accrue from the Sublicensee's use of the Trademarks in accordance with the terms and conditions of this Sublicense Agreement, including the recognition and credibility brought to the Sublicensee through its use of these Trademarks and the benefit to the Coordinating Program and NMSC from association with high-performing Local Programs. National ain Street Center Local Progra Accredited e ber Sublicensing Agree ent 2. Grant of Sub-License. A. Subject to the terrns and conditions of this Sublicense Agreement, the Coordinating Program hereby grants the Sublicensee the nan-exclusive right and license to use the Trademarks to 1(eri$1 ariC p%°01110$e 1$S pa%°t1C1 31t1Ori lri $Ile MAIN STREET AMERICATM program, as well as its relationship and association with the Caordinating Program and NMSC, in connection with the following activities: i. N ST ET E CATM word and logo arks. The Sublicensee's rights to use the MAIN STREET AMERICA''M word mark and the following MAIN ST ET ERICA logo are limited to Sublicensees which are members in good standing at the Accredited membership level of the MAIN STREET AMERICATM program: For use by Local Programs who are Designated Mernbers at the Accredited Level; rm,. u""° ' MAIN STREET i yi%' AMERICA" d l C As a Main Street AmericaTM Accredited pragram, INSERT NAME HERE is a recognzzed leading program among the national network of more than 1,200 nezghborhoods and communities who shar^e both a commitment to creating high-quality places and to building stronger corrcmunzties through preser°vation-based economic development. All Main Street AmericaTM Accredited programs meet a set of National Accreditation Standards of Perfarmance as outlined by the National Main Street Center^. ii. NATI N N ST ET CENTE word and logo ar . The Sublicensee's right ta use the NATIONAL MAIN STREET CENTER ward rnark and the fallowing NATIONAL MAiN STREET CENTER loga salely and exclusively ta indicate its aSSOClatlOri Wl$Il $I12 Nat1011al Malri St%°2$ Ceri$ei: ill'm, "'ii 9w".'1'!k"C:. IIIµI m h u y u 3 r,,l' IWr,:s I,m wa o,W.V„xm.u.wii.iv r R l u bva r,.'ii mu^u a w ufi i,v u iii. MAIN STREET word rnark. The Sublicensee's right to use the MAIN STREET t%°a(e%11aT°IC 1S Il%%11$( $O USe TT11C12 $O 1Cle%1$1 SU 711C211528 aI1C 0%' 1t5 1Ct1V1$le5' 111CIU(lrig as part of the name of the Licensee (e.g. "Main Street Iowa"}, in connection with commercial distrfct revitalization and related consultation, education, and training. 3. Scope of and Li itations on Use. Use of the Trademarks by the Sublicensee will be subject to the following limitations: A. Sublicensee rnust display the Accredited level MAIN STREET AMERICA mernbership mark on their website. All uses of the MAIN STREET AMERICA word mark and logo by Sublicensee 0 I1 . ' ,., . . . . . • . ., .. . must follow the specific mark, color, and character usage set forth in the Brand Identity Guidelines attached as Exhibit A, which are incorporated by reference as if fully set forth herein. Sublicensee will not use or develop any different logos or designs (including any syrnbols or stylized presentations), in connection with the MAIN STREET AMERICA mark or logo. Use of the MAIN STREET AMERICA word mark and logos by Sublicensee is a mandatory condition of inembership in the MAIN STREET AMERICA program. ' B. The MAIN STREET mark, as part of the name and identity of Sublicensee's organization, programs, and activities, can be used on materials designed to promote the work of Sublicensee (e.g., website, brochures, newsletter, letterhead or other printed promotional materials). The right to use the MAIN STREET mark by the Sublicensee is an optional benefit of inembership in the MAIN STREET AMERICA program. C. All uses of the NATIONAL MAIN STREET CENTER logo by Sublicensee must follow the specific mark, color, and character usage set forth in the Brand Identity Guidelines attached as Exhibit A, which are incorporated by reference as if fully set forth herein. Sublicensee will not use or develop any different logos or designs (including any symbols or stylized presentations) in connection with the NATIONAL MAIN STREET CENTER mark. Use of the NATIONAL MAIN STREET CENTER logo by Sublicensee is an optional benefit of inembership in the MAIN STREET AMERICA program. D. This Sublicense Agreement is subject to the terms, conditions, and limitations of the Trademark License Agreement between NMSC and the Coordinating Program. E. Sublicensee will not apply to register any of the Trademarks, or any other trademark that incorporates any part of the Trademarks or "National Trust for Historic Preservation." Sublicensee will not state or imply that it owns any such trademarks. F. The Sublicensee will not use the Trademarks in combination with or in juxtaposition with other trademarks except as may be approved in writing by the NMSC. The Sublicensee will apply and display the symbol and the TM symbol next to or with respect to the Trademarks as directed by the Coordinating Program. G. Other than as specifically provided herein, Sublicensee is not granted any other rights to use, license or sublicense the Trademarks. 4. Term. This Sublicense Agreement will become effective immediately upon the date of last signature below, and, unless terminated early under Sections , or io, will be effective through I7ecember 3i, 2oig, at which time it may be renewed by mutual written agreement of the parties hereto. Conditions. This Sublicense Agreement between Coordinating Program and Sublicensee is conditioned upon Sublicensee having an active MAIN STREET AMERICA membership at the Accredited level with NMSC. The requirements of this membership are currently available at: 1)»W4°1""W.1"C;"rfu"1`Vr IfIT ICI°cl(;)aTl (.,°f C l11k:m.S 4(L,p i 7t14[M•"7eAlf °a,1!Ct af 77,i11 *C;r:]1 C'114i1:,!Il lallH 1 t t s k xr r r-i:°.rl gl,at I'.,I.T,andareincorporatedhereinbyreference. 6. Acknowledgment of Ownership. Use of the Trademarks indicates acknowledgment by the Sublicensee of the NMSC's and the National Trust's rights and title to the Trademarks, (i.e. MAIN STREET AMERICA, NATIONAL MAIN STREET CENTER, and MAIN STREET), and that Sublicensee will not at any time do, or permit to be done, any act or thing that will in any way impair 3 National Main Street Center Lacal Program Accredited Member Sublicensing Agreernent the rights of the NMSC or the National Trust. All use of the Tradernarks by the Sublicensee will inure to the benefit of the NMSC and the National Trust. 7. Good will and pramotional value. Sublicensee recognizes and acknowledges the value of good will associated with the Trademarks and agrees that it will not conduct any activity, provide any service, or produce or distribute goods which in any way damages or reflects adversely upon the NMSC or the National Trust. 8. Non-assignment. This Sublicense Agreement is personal to the Sublicensee, and may not be assigned to any other individual, program, organization, or agency. Any attempted assignment will be null and void. 9. Compliance Verification. It is the responsibility of the Sublicensee to verify compliance with the terms of this Sublicense Agreement, and to provide complete and accurate usage reports to the Coordinating Program. If the Coordinating Program or the NMSC has reason to believe that the Sublicensee is in violation of this Sublicense Agreement, the Coordinating Program or NMSC shall have the right to make inquiries with Sublicensee as necessary to determine compliance. In such case, the Sublicensee will cooperate with the Coordinating Program and/or NMSC in its investigation and provide in a timely fashion any and all information that is requested. A. Coordinating Program may terminate this Sublicense Agreement if the Sublicensee violates any of the provisions of this Sublicense Agreement or fails to satisfy the membership criteria established by the NMSC for Accredited Local Programs. Such termination will be effective thirty (30) days after the Coordinating Program sends written notice of such termination to Sublicensee. During this thirty (30) day period, Sublicensee may attempt to cure such violation. If the violation is not cured during this period, the termination will be effective upon the expiration of the thirty (30) day period. B. This Sublicense Agreement will automatically terminate immediately without any notice required, notwithstanding the above paragraph, if the Coordinating Program or NMSC determines: (i) that sublicensee's actions could negatively affect the goodwill, image, or reputation of the NMSC, the National Trust for Historic Preservation, the Coordinating Program, or any of the Trademarks; (ii) the Sublicensee discontinues all or a significant portion of its business; (iii) the National Trust terminates, revokes, or fails to renew the NMSC's rights to use, license, or sublicense the Trademarks; or (iv) the NMSC terminates, revokes or fails to renew the Coordinating Program's rights to use, license or sublicense the Trademarks. C. Upon the expiration or early termination of this Agreement, the Sublicensee will discontinue use of the Trademarks and will destroy and delete tangible and electronic documents and files containing any such marks, except for a limited number of copies retained for archival purposes only. ii. Governing Law. This Agreement is entered into in the District of Columbia and will be governed by and construed in accordance with the laws of the District of Columbia, USA, without giving effect to conflict of laws provisions. i2. Annual Report, Notices, Other Communication. Upon request by the Coordinating Program or NMSC, Sublicensee shall submit sarnples of any materials on which the Tradernarks G! National Main Street Center Local Program Accredited Member Sublicensing Agreement licensed under this agreement were used during the year. Such samples shall be submitted within ten business days of receipt of a written request from the Coordinating Program or NMSC. i3. Notices. Any notices which either parly is required or may desire to serve upon the other party shall be in writing and may be served either personally or by depositing the same in the mail (first class postage prepaid, certified and return receipt requested) or with a reputable overnight express delivery service (with confirmed delivery, charge prepaid or billed to shipper), addressed to the party to be served as follows, unless a different address is designated in writing by the party to be served. Notice shall also be required to be given by electronic mail on the same date as deposited in the mail. Notice given by mail alone shall not be su cient. To Coordinating Program: Name: Texas Historical Commission Ar r racc• PO Box 12276 m. m ,...........m. Austin, TX 78711-2276 PhnnP• 512-463-5758 Emall: debra.drescher@thc.texas.gov To Sublicensee: Name: Address; Phone: 14. Successors. This Agreement shall be binding upon, and will inure to the beneiit of, the parties and their respective permitted successors and assigns. 15. Modification. No amendment or modiiication of the terms or conditions of this License Agreement will be valid unless in writing and signed by both parties. i6. Waiver, The failure of either party to partially or fully exercise any right or the waiver by either party of any breach, shall not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same or any other term of this Sublicense Agreement. No waiver shall be valid or binding unless in writing and signed by the waiving parry. i. Severability. If any provision of this Sublicense Agreement or the application of any provision hereof to any person or circumstances is held to be void, invalid, or inoperative, the remaining provisions of this Agreement shall not be affected and shall continue in effect and the invalid provision shall be deemed modified to the least degree necessary to remedy such invalidity. i8. Entire Agreement. This Sublicense Agreement is the entire agreement between the parties with respect to the matters referred to herein and it supersedes and replaces all prior and contemporaneous oral and written understandings pertaining to the subject matter hereof. Coordinating Program Sublicensee 5 Ddt2: Date: J c t, c r I er tcar l in itre t I r.c r.arzl 1.5 ?, Ii 1cI inney L nton, I 76201. r I 2019 Contract for Services 4; I :. . 1 I I'lease rriak.e che k aya ale te; 'I'ex s F istcar.ical C'rnmissic r Itexnit to: `I'exas I i.n treei I rog;r.arr T. C). c x 12276 t s r,'1 7 371..-227G Pl ase cali C ixnber.I.y I°l in at .512.$G3.609?. with any c uestic ns. GREG ABBOTT, GOVERNOR • JOHN L. NAU, III, CHAIR • MARK WOLFE, EXECUTIVE DIRECTOR P.O. BOX 12276 • AUSTIN, TEXAS • 78711-2276 • P 512.463.6100 • F 512.475.4872 • TDD 1.800.735.2989 • www.thc.state.tx.us City of Denton Economic Development and Denton Main Street Association Partnership Jessica Rogers Director of Economic Development January 7, 2020 119-2764; Jan. 7, 2020 Objective •Provide an overview of the ongoing partnership between the City of Denton and the Denton Main Street Association (DMSA). •Discuss and receive feedback about possible changes to partnership. 219-2764; Jan. 7, 2020 Denton Main Street Program •Denton became a Certified Main Street City (Urban City) in 1990 through Texas Historical Commission program. •Denton is one of the most successful Main Street programs in Texas. •Since 1990: •More than 400 rehabilitation projects have been completed •More than $140 million (public & private) has been invested in downtown Denton. •Almost 500 new businesses have been started. •Approx. 2,600 new jobs have been created. •Existing partnership separates duties between City and DMSA. •Denton is only hybrid Urban City model in Texas. 319-2764; Jan. 7, 2020 Partnership Background •The City and DMSA have a long history of working together to promote downtown businesses, historic preservation, and development. •Downtown Denton has a significant concentration of businesses in a small area. •The area is an attraction for both residents and visitors. •Downtown is highly rated in community and business surveys. •Many of Denton’s most well-known special events occur in Downtown. •Downtown is a central area where history, architecture, culture, economic development, art, tourism, and more come together. 419-2764; Jan. 7, 2020 Denton Main Street Program Overview City of Denton DMSA Contracts with Texas Historic Commission and pays annual fee to maintain Certified Main Street Program. Recruits memberships and sponsorships in support of mission and vision. Meets requirements of THC contract, including filing monthly and annual reports, maintaining staff levels, and attending required training events. Plans, promotes, and organizes special events,including Twilight Tunes, Holiday Open House, Shop Small Saturday, Arts & Autos, Wassail Weekend, and others. Assists with coordination of special events.Actively promotes downtown businesses. Manages Downtown Denton social media.Manages DMSA website and social media. Supports downtown businesses through BRE program, relocation assistance, and improvement projects. Supports the Denton Arts Walk of Fame through separate 501(c)(3) foundation. Serves as liaison between DMSA and other City departments.Supports Denton tourism through promotion, advertising, and marketing. Coordinates and administers Downtown Reinvestment Grant program. Provides forum for public projects to be vetted by downtown stakeholders. 2 staff members (1 full-time program manager, 1 assistant program manager). 0.75 paid staff members; numerous volunteers and board members. 519-2764; Jan. 7, 2020 Denton Main Street Program Evaluation •The existing partnership has produced significant success for Denton’s downtown. •Recent staff changes created the opportunity to: •Evaluate the relationship •Improve program •Look for efficiencies •Economic Development staff and DMSA brainstormed possible changes/improvements and how each can best serve and support downtown Denton. 619-2764; Jan. 7, 2020 Options for Discussion •Option A: City Staffing (Status Quo) •City as lead organization, offering support to DMSA as needed. •Option B: Hybrid Staffing •City assists in funding DMSA position; City keeps assistant program manager position. •Option C: DMSA Staffing •Move all program activities and staff to DMSA. 719-2764; Jan. 7, 2020 Options for Discussion •Staff and DMSA both recommend Option B: •Reduces need for redundancy in staffing (reduction from 2.75 FTEs for program to 2 FTEs combined). •City and DMSA maintain strong connection by both having a staff member assigned to support program. •City staff member can focus on grants and business recruitment, retention, and expansion. •DMSA staff member can focus on nonprofit, events, programs, business support, etc. •DMSA staff/program manager can be directly involved in the in day-to-day operations of nonprofit and can solicit sponsorships and raise funds. 819-2764; Jan. 7, 2020 Options for Discussion 9 Option A: City Staff Option B: Hybrid Staff Option C: Nonprofit Staff Program Manager City DMSA DMSA Assistant Program Manager City City DMSA THC Contract City City or DMSA DMSA Downtown Grants City City City Events/Tourism DMSA DMSA DMSA Funding City and DMSA separately fund components City provides additional funding to DMSA City provides additional funding to DMSA Budget Impact*Reduction in current budget Similar budget level to reduction Similar budget level to increase in budget* 19-2764; Jan. 7, 2020 Options for Discussion 10 Option A: City Staff Option B: Hybrid Staff Option C: Nonprofit Staff Challenges Requires both City and DMSA to provide staff to program (2.75 FTEs). Coordination between City and DMSA has to continue due to shared responsibilities. Possible increase costs to the City. Loss of direct connection between City and DMSA. Advantages City staff member can spend (limited)time on non-main street projects. Increases ability of DMSA to support nonprofit and program. Allows City and DMSA to further support program.Reduces staff support needs (2 FTEs). DMSA could focus on developing more sponsorships and membership base to reduce City funding in the future. 19-2764; Jan. 7, 2020 Direction •Option A: City Staff (status quo) •Option B: Hybrid Staff •Option C: Nonprofit Main Street Program •Staff recommendation is Option B. 1119-2764; Jan. 7, 2020 Questions? 1219-2764; Jan. 7, 2020 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2739,Version:1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction regarding the Fine Arts Theater renovation and rehabilitation project and possible financial or other incentives related to the project. City of Denton Printed on 1/3/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Economic Development CFO: Antonio Puente, Jr. DATE: January 7, 2020 SUBJECT Receive a report, hold a discussion, and give staff direction regarding the Fine Arts Theater renovation and rehabilitation project and possible financial or other incentives related to the project. BACKGROUND The Fine Arts Theater, built in 1934, sits on the face of the Downtown Square and has been vacant since 2014. The Theater was purchased by Fine Arts, LLC in 2018. Since acquiring the property, the owner has: Engaged Architexas to assist in development of renovation plans; Remediated asbestos and mold; Completed demolition of the interior; Completed construction of a new roof; Worked with a local contractor to value engineer and devise a full renovation budget; Completed renovation plans and specifications and received a City permit; Received approval for Federal Historic Tax Credit Program, while their application to the State of Texas Historic Tax Credit Program is still pending. The City of Denton Economic Development Department was contacted by the owners in October 2019 regarding the Fine Arts Theater. The owners provided information regarding the status of the rehabilitation and renovation project and discussed a potential funding gap related to the project. At the time, the owner requested the City consider participation in the project as part of a public/private partnership. Staff used initial information provided by the owner to review potential participation strategies and researched other historic theater projects and city-involved theater projects throughout Texas. Based on the information provided by the owner, the project currently has a $2.6 million funding gap. Staff used financial information provided by the developer to develop possible incentive packages or mechanisms through which the City could participate in a public/private partnership. The staff analysis showed that the project is high-risk, does not meet the City’s established return on investment threshold for incentives, and does not generate enough direct revenue to the City to offset an incentive that would cover the funding gap. As part of the work session on January 7, staff is seeking Council direction regarding the following: Does City Council want to explore options to provide financial support or incentives to the Fine Arts Theater project? Does City Council want to consider funding all, some, or none of the gap provided by the owner? If Council wants to provide funding or incentives, what mechanisms or funding sources should be explored further? City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com EXHIBITS 1. Agenda Information Sheet 2. Fine Arts Theater Memo 3. Economic Impact Reports 4. Presentation Respectfully Submitted, Jessica Rogers Director of Economic Development FINE ARTSTEXAS THEATRE EST. 1935 212 S. Elm Street | Denton, TX 76201 | northbridgemc.com FINE ARTSTEXAS THEATRE 115 N. ELM STREET | DENTON, TX 76201 PAGE 2 HISTORY For 79 years, generations of Dentonites driving down North Elm Street on the town Square have been greeted by the giant red, white and blue Fine Arts Theater marquee, a staple of downtown. Since 1935, the space has been a theater (before then, it was home to two different furniture and undertaker businesses). Originally named the Texas Theater (its name would change to the Fine Arts Theater in 1957), it was part of the Denton Square’s theater row, which featured five theaters around the courthouse. But by 1981, the theater was forced to close. It reopened as a dollar theater in April 1982, but the balcony caught fire only five months later. FINE ARTSTEXAS THEATRE 115 N. ELM STREET | DENTON, TX 76201 PAGE 3 CONDITION AT TIME OF PURCHASE Fine Arts Theater of Denton, LLC, was formed in May 2018 by local forward-thinking, civic- minded, Denton enthusiasts with the plan of purchasing and rehabilitating Fine Arts Theater. Since 1982, the building had been periodically used as a church and performance space, but it remained vacant since 2014. During this time, the condition of the theater suffered due to previous fire damage and subsequent weather effects. FINE ARTSTEXAS THEATRE 115 N. ELM STREET | DENTON, TX 76201 PAGE 4 PRESENT CONDITION Since the purchase of the historic Fine Arts Building in 2018, a substantial amount of planning and predevelopment work has been completed to date including: • Engaged Architexas, a Dallas-based historic preservation architectural firm; • Remediated asbestos and mold throughout the structure; • Completed demolition of the interior in preparation for the full renovation; • Completed construction of a new roof; • Worked with local contractor Tim Beaty Builders to value engineer and devise a full renovation budget; • Completed renovation plans and specifications and obtained City of Denton permit approval; and • Obtained approval for the Federal Historic Tax Credit Application (State of Texas Historic Tax Credit approval pending). To date, a total of $1.776 million has been expended, including $764,000 for purchase of the building and $1.012 million for predevelopment costs. FINE ARTSTEXAS THEATRE 115 N. ELM STREET | DENTON, TX 76201 PAGE 5 FINE ARTS FUTURE Alex Payne, Brad Andrus, Jason Reimer, Barak Epstein, and Martin Isles are all experienced investors and promoters representing the ownership group, which is intent on returning the Fine Arts Theater back to the community in its most viable function as a multi-use entertainment venue. Examples of its activity will involve various presentation options including movies (first- run and independent), film festivals, concerts, live performance and rentals such as receptions, seminars and worship services, as well as various community-based rentals. The rehabilitation plan includes a restored main theater with approximately 200 seats and V.I.P. mezzanine (25-30 seats), a smaller movie theater on the second level with approximately 50 seats, a new concession area at the entrance and a bar that overlooks the downtown courthouse open to theater patrons and casual visitors alike, making it an instant tourist attraction. FINE ARTSTEXAS THEATRE 115 N. ELM STREET | DENTON, TX 76201 PAGE 6 REHABILITATION PLANS UP UP UP UP UP UP UP UPUP UP DN DN UP UP 131 SF STO. 196 SF PROJECTION 74 SF SOUND BAR/ CONCESSION ELEVATOR 150 SF MEN 50 SF STORAGE STAIR 1 50 SF STORAGE STAIR 2 263 SF GREEN ROOM TICKETSUP UP 209 SF WOMEN SALES AAUUDDIITTOORRIIUUMM SSEEAATTSS:: 119966 EXIT 7 . 5 . NEW STAGEEXIST'G STAGE PORTABLE STAIR PORTABLE STAIR 18' - 4" 54 SF RESTROOM 428 SF STO. ELEVATOR 580 SF VIP 47 SF VIP BAR STAIR 1 STAIR 2 529 SF BAR 65 SF BATHROOM DN DN 256 SF BALCONY VVIIPP SSEEAATTSS:: 2244 18 SF JAN. 7 . 5 . 212 SF PROJECTION 99 SF OFFICE ELEVATOR 18 SF STO. 18 SF STO. 146 SF WOMEN 75 SF MEN 651 SF PRIVATE AUDITORIUM AAUUDDIITTOORRIIUUMM SSEEAATTSS:: 5500 7 . 5 . Level 1100' - 0" Level 2110' - 8" Level 3121' - 6" Roof Level133' - 2 1/2" Level 4125' - 3 1/2" Level 1100' - 0" Level 2110' - 8" Level 3121' - 6" Roof Level133' - 2 1/2" Level 4125' - 3 1/2" Level 1100' - 0" Level 2110' - 8" Level 3121' - 6" Roof Level133' - 2 1/2" Level 4125' - 3 1/2"7' - 11"3' - 9 1/2"10' - 10"10' - 8"STAGE LOBBY BARBALCONY STO. PRIVATE AUDITORIUM VIP Level 1100' - 0" Level 2110' - 8" Level 3121' - 6" Level 4125' - 3 1/2"3' - 9 1/2"10' - 10"10' - 8"PROJECTION BAR/ CONCESSIONLOBBY BARBALCONY PROJECTION STO.VIP SOUND STAGE PRIVATE AUDITORIUM STO. Project: Location: Phase: Date: Denton, TX Denton Fine Arts Theater Pre-Design Oct. 9, 2018 1/8" = 1'-0" Level 1 Floor Plan1 1/8" = 1'-0" Level 2 Floor Plan4 1/8" = 1'-0" Level 3 Floor Plan6 1/8" = 1'-0" East Elevation2 1/8" = 1'-0" West Elevation3 1/8" = 1'-0" Longitudinal Section5 1/8" = 1'-0" Longitudinal Section7 NN TTRRUUEE NNOORRTTHH FINE ARTSTEXAS THEATRE 115 N. ELM STREET | DENTON, TX 76201 PAGE 7 REHABILITATION PLANS UP UP UP UP UP UP UP UPUP UP DN DN UP UP 131 SF STO. 196 SF PROJECTION 74 SF SOUND BAR/ CONCESSION ELEVATOR 150 SF MEN 50 SF STORAGE STAIR 1 50 SF STORAGE STAIR 2 263 SF GREEN ROOM TICKETSUP UP 209 SF WOMEN SALES AAUUDDIITTOORRIIUUMM SSEEAATTSS:: 119966 EXIT 7 . 5 . NEW STAGEEXIST'G STAGE PORTABLE STAIR PORTABLE STAIR 18' - 4" 54 SF RESTROOM 428 SF STO. ELEVATOR 580 SF VIP 47 SF VIP BAR STAIR 1 STAIR 2 529 SF BAR 65 SF BATHROOM DN DN 256 SF BALCONY VVIIPP SSEEAATTSS:: 2244 18 SF JAN. 7 . 5 . 212 SF PROJECTION 99 SF OFFICE ELEVATOR 18 SF STO. 18 SF STO. 146 SF WOMEN 75 SF MEN 651 SF PRIVATE AUDITORIUM AAUUDDIITTOORRIIUUMM SSEEAATTSS:: 5500 7 . 5 . Level 1100' - 0" Level 2110' - 8" Level 3121' - 6" Roof Level133' - 2 1/2" Level 4125' - 3 1/2" Level 1100' - 0" Level 2110' - 8" Level 3121' - 6" Roof Level133' - 2 1/2" Level 4125' - 3 1/2" Level 1100' - 0" Level 2110' - 8" Level 3121' - 6" Roof Level133' - 2 1/2" Level 4125' - 3 1/2"7' - 11"3' - 9 1/2"10' - 10"10' - 8"STAGE LOBBY BAR BALCONY STO. PRIVATE AUDITORIUM VIP Level 1100' - 0" Level 2110' - 8" Level 3121' - 6" Level 4125' - 3 1/2"3' - 9 1/2"10' - 10"10' - 8"PROJECTION BAR/ CONCESSION LOBBY BAR BALCONY PROJECTION STO.VIP SOUND STAGE PRIVATE AUDITORIUM STO. Project: Location: Phase: Date: Denton, TX Denton Fine Arts Theater Pre-Design Oct. 9, 2018 1/8" = 1'-0" Level 1 Floor Plan1 1/8" = 1'-0" Level 2 Floor Plan4 1/8" = 1'-0" Level 3 Floor Plan6 1/8" = 1'-0" East Elevation2 1/8" = 1'-0" West Elevation3 1/8" = 1'-0" Longitudinal Section5 1/8" = 1'-0" Longitudinal Section7 NN TTRRUUEE NNOORRTTHH FINE ARTSTEXAS THEATRE 115 N. ELM STREET | DENTON, TX 76201 PAGE 8 OPERATING PROFORMA Revenue Year 1 Year 2 Year 3 Film revenues $475,968 $499,766 $544,043 Concession sales $388,055 $453,774 $544,135 Screen advertising $30,000 $33,600 $34,800 Other income (video sales, event rentals, misc.)$108,000 $118,800 $130,680 Total revenue $1,002,023 $1,105,940 $1,253,658 Cost of sales Film costs $214,186 $224,895 $250,260 Performance Fees, DJs, M&E $30,000 $30,000 $30,000 Advertising $40,081 $44,238 $50,146 Concessions $97,014 $113,443 $136,034 Total cost of sales $381,280 $412,576 $466,440 Gross Profit $620,743 $693,364 $787,218 61.9%62.7%62.8% Operating Expenses Theater salaries, wages and related $229,958 $241,456 $253,529 Property taxes $115,000 $118,450 $122,004 Utilities $40,081 $44,238 $50,146 Repairs and maintenance $20,388 $21,427 $22,032 Insurance $31,200 $34,800 $42,000 Management fees $31,037 $34,668 $39,361 Credit card fees $32,566 $35,943 $40,744 Accounting and legal $6,000 $6,000 $6,000 Other operating expenses $10,020 $11,064 $12,537 Total Operating Expenses $516,250 $548,047 $588,353 Operating Income before Debt Service $104,492 $145,318 $198,866 Debt service ($108,243)($108,243)($108,243) Net Profit (Loss) before taxes ($3,750)$37,075 $90,623 FINE ARTSTEXAS THEATRE 115 N. ELM STREET | DENTON, TX 76201 PAGE 9 REHABILITATION BUDGET Building Purchase (at actual)$763,643 Pre-development Costs (at actual) Asbestos abatement $126,252 Demolition $214,169 Roof replacement $234,200 Architectural and engineering $287,750 Creative consultation services $86,825 Tax credit application fees $6,300 Property taxes $15,220 Other related costs $41,382 Total Pre-development costs $1,012,098 Rehabilitation Costs (projected) Rehabilitation costs $3,275,077 Furniture & fixtures $547,813 Soft costs & contingencies $471,917 Interest & related costs $120,000 Operating working capital $250,000 Total Projected Rehabilitation costs $4,664,808 Total Projected Project Costs $6,440,548 Funding Sources Cash equity already invested $750,000 Permanent debt $1,400,000 Historic Tax credits (Estimated)$1,689,062 Grants or other funding needed (Gap)$2,601,486 Total Funding Sources $6,440,548 FINE ARTSTEXAS THEATRE 115 N. ELM STREET | DENTON, TX 76201 PAGE 10 TIMELINE 2018 2020 2019 2021 Purchase 5/2018 Game Plan/Strategize 5/2018-11/2018 Close Pre-development Loan 12/2018 Award of Tax Credit & Close Bridge/NMTC Construction Loan 11/2019 Engage Architexas & Develop Rehab Plans 7/2018-3/2019 Demolition/ Remediation 1/2019-10/2019 Rehabilitation 1/2020-12/2020 Completion/ FF&E 1/2021-2/2021 Close Permanent Loan 2/2021 GrandOpening Spring 2021 FINE ARTSTEXAS THEATRE 115 N. ELM STREET | DENTON, TX 76201 PAGE 11 REHABILITATION TEAM NorthBridge Consulting provides full service consulting for land use, real estate, and economic development projects. Services are available for all aspects of a development project, from early project feasibility and site selection, through full entitlement work, to issuance of Certificate of Occupancy. Their associates are leaders in their respective fields of experience. The company offers a wide range of expertise in land use planning, real estate development, economic development, public/private partnerships, strategic planning, and project management. Architexas provides a broad range of services encompassing architecture, planning and historic preservation. With every project, they follow a process that begins with researching and understanding the context – the physical, historical, and programmatic conditions – within which they will be working. Each project is seen as an opportunity to create a carefully crafted response to a unique set of circumstances and client aspirations. Talented Friends is a creative direction company collaborating across multiple mediums. The common thread found throughout their varied output is thoughtful curation and attention to detail from concept to execution. Tim Beaty is a highly respected local contractor who has completed a number of historical building restorations in downtown Denton. FINE ARTSTEXAS THEATRE 115 N. ELM STREET | DENTON, TX 76201 PAGE 12 PROOF OF CONCEPT THE TEXAS THEATRE | thetexastheatre.com After over a decade of disrepair, in February 2010 Jason Reimer began screening films at the Texas Theatre and launched a marketing campaign as part of the Oak Cliff Foundation, a community non-profit that previously owned the defunct theater. By August of that same year, Barak Epstein formed Aviation Cinemas and Reimer joined the team. Construction began that fall with a new bar and concession as well as renewed projection capabilities. After re-opening in December there was immediate interest to use the building again in many different ways including workshops, award shows, live performance and most of all, movie screenings. The Texas Theatre today is a strong community anchor for art and commerce and a highly decorated, unique entertainment experience open for movies and events of all kinds. FINE ARTSTEXAS THEATRE 115 N. ELM STREET | DENTON, TX 76201 PAGE 13 COMMUNITY & ECONOMIC IMPACT As a recognized arts leader invested in the continued development of the City of Denton as a strong, vibrant and healthy community, the Historic Fine Arts Theater is committed to expanding opportunities to improve the lives of the most vulnerable people residing in Denton’s underserved neighborhoods and to ensure that theater arts experiences are accessible to all members of the community. The Historic Fine Arts Theater of Denton is committed to the growth of diverse programming, community partnerships and collaborations, theater training and more importantly, to provide an arts community center for downtown Denton. The restoration of this iconic feature that sits in the heart of the Downtown Denton Square will be a catalyst for economic growth and revitalization for the entire historic square. Theater events directly and in partnership with others will draw almost 10,000 patrons to downtown Denton each year where they can shop, dine, and visit the original historic Denton County Courthouse. This increase in visitors will boost the downtown economy and the local hotel and visitor industry. JOB TRAINING IN THE THEATER ARTS The Historic Fine Arts Theater plans to partner with the University of North Texas’s Media Arts and Hospitality Management Departments to provide training, jobs and internships for aspiring film and theater arts majors. COMMUNITY AND SPECIAL EVENTS The Historic Fine Arts Theater intends to open its doors for local non-profits, businesses and major corporations, community groups, civic organizations, and public authorities to hold fundraisers, celebrations, and awareness events throughout the year. Non- profit organizations, including regional festivals, will be extended heavily discounted rates for building usage. The Theater will also be available as a private wedding or other party venue at rental rates which are expected to be as much as 50% less than other venues of similar size. ELEMENTARY SCHOOL EDUCATIONAL FIELD TRIPS The Historic Fine Arts Theater intends to coordinate with Denton Independent School District and neighboring school districts to offer field trips for K-6 children to view educational or historical films during the school year. It is expected that at least 2,500 children per school year will participate in these educational field trips. HIGH SCHOOL THEATER ARTS AND FILM EDUCATION Thousands of local high school students will be able to benefit each school year from exposure to theater arts educational activities that foster their social and emotional FINE ARTSTEXAS THEATRE 115 N. ELM STREET | DENTON, TX 76201 PAGE 14 development, self-expression, and creativity. The Historic Fine Arts Theater intends to regularly present and host educational program throughout the school year. One such program is High School Film Labs. High School Film Labs is a series of six informative and engaging film workshops to pique the interest of student filmmakers and teachers. The High School Film Labs content is aligned to Texas Essential Knowledge and Skills making the curriculum more meaningful to classroom lessons while helping teachers and administrators balance the impact of student film in their public or private high school schools. THEATER ARTS EDUCATION Thousands of local high school students will be able to benefit each school year from exposure to theater arts educational activities that foster their social and emotional development, self-expression, and creativity. The Historic Fine Arts Theater intends to regularly present and host educational productions throughout the school year. CLASSIC AND HISTORICAL MOVIE SERIES The Historic Fine Arts Theater intends to annually host various low cost and often free events related to cinema history and film culture, including classic films on 35MM prints, special screenings with guest speakers or cast members and more. Examples of these screenings would be holidays such as Veterans Day and Memorial Day or similar national days of remembrance and sponsored by community leaders who want to offer increased access and educational background to film culture at venues like the Historic Fine Arts Theater. PARTNERSHIP WITH THE GREATER DENTON ARTS COUNCIL, THIN LINE FILM FESTIVAL AND RADIO KUZU The Historic Fine Arts Theater plans to partner with the Greater Denton Arts Council (“GDAC”), the Thin Line Film Festival and Radio KUZU. GDAC has served the Denton community for almost 50 years by providing support for Denton’s artists and community arts organizations. GDAC sponsors family programs on the third Saturday of each month, Summer Arts Camps and Arts Afterschool programs which provide access to the arts for the underserved Denton community. The Fine Arts Theater will provide a venue for GDAC sponsored programs and events. The Thin Line Film is a documentary film festival conducted each spring at various sites throughout the City of Denton. The Historic Fine Arts Theater will serve as one of the film and event venues for Thin Line Film Festival. KUZU Terrestrial radio station is based in Denton, just off the downtown square. KUZU regularly holds events open to the public and encourages people from all walks of life to become involved by creating their own shows. KUZU will host monthly and annual FINE ARTSTEXAS THEATRE 115 N. ELM STREET | DENTON, TX 76201 PAGE 15 events to be held at the Historic Fine Arts Theater as well as skills training workshops that pertain to radio communications. These events are projected to interact with as many as 2,500 people a year. ECONOMIC IMPACT From major metropolitan areas to small rural towns, research shows that the arts and culture industry is an economically sound investment. It attracts audiences, spurs business development, supports jobs and generates government revenue. Locally as well as nationally, the arts mean business. Dr. Michael Carroll from UNT’s Economic Research Group has been engaged to prepare an analysis of the economic impact of the revitalization of the historic Fine Arts Theater. His findings will be presented at the council work session. FINE ARTSTEXAS THEATRE 115 N. ELM STREET | DENTON, TX 76201 PAGE 16 FINE ARTS PRESS Oak Cliff comes to Denton as Texas Theater’s reel heroes rescue historic Fine Arts movie house READ MORE New Owners Have Big Plans For Denton’s Fine Arts Theater READ MORE Texas Theatre Owners Buy Denton’s Fine Arts Theater READ MORE Denton’s Fine Arts Theater To Be Restored READ MORE Denton’s Fine Arts Theatre Slated For Remodel READ MORE Bringing Back Denton’s Fine Arts Theatre READ MORE The Team Behind Texas Theatre Just Bought An Abandoned Movie House on Denton’s Town Square READ MORE Fine Arts Theater sold, will be restored as entertainment venue READ MORE Historic Denton Square theater under new ownership READ MORE FINE ARTSTEXAS THEATRE EST. 1935 ALEX PAYNE 972 979 7727 alex@axisrealty.biz BRAD ANDRUS 940 358 3588 brad@axisrealty.biz JASON REIMER 940 391 5899 jasonmreimer@gmail.com 212 S. Elm Street | Denton, TX 76201 | northbridgemc.com 1 The Economic Impact of Visitors to the Fine Arts Theater on the Denton County Economy Introduction Downtown Denton has experienced significant growth over the past 20 years as new businesses opened on the Square and surrounding areas and many buildings and arts facilities were built or expanded. The Fine Arts Theater building is a prominent building within this new Cultural District, recently designated by the State of Texas in 2019 (Original Denton 2019). Denton has a thriving arts culture, with musicians from the famed University of North Texas College of Music, other local musicians, local artists, and many cultural events and arts-related businesses. The film production and viewing environment in Downtown is significant with two burgeoning film festivals in Denton, the Thin Line Fest and the Denton Black Film Festival, as well as students that graduate from the nearby University of North Texas in film. The Downtown is home to other cultural amenities such as: The Campus Theater for performing arts, UNT on the Square with art exhibits and events, the CVB Welcome Center with DentonRadio.com, the Greater Denton Arts Council and exhibits, and local music venues. Major festivals and events attract between 3,600 and 225,000 visitors per year (City of Denton Hot Funds applications 2019). The Denton Arts and Jazz Fest reports the most visitors, and the Denton Community Market attracts thousands of visitors eight months of the year. The Music Theater of Denton that is housed for three yearly productions in the Campus Theater reported 6,000 visitors in 2018, with about one-third from out-of-town. Methodology The visitor estimates are based on the projected attendance provided by the Fine Arts Theater. The attendance projections were then broken into se veral categories including: movies, private events, live events and festivals. The categories are based on the actual experience over the 10 year operating life of the Texas Theater, Oak Cliff, TX. The number of visitors were estimated for each event and this again is based on the 10 year operating life of the Texas Theater in Oak Cliff. The visitor estimates are provided in tables 1 – 3 below. Table 1 Projected Attendance Year 1 Year 2 Year 3 Year 4 Year 5 Monthly attendance 4,089 4,294 4,511 4,737 4,974 Change % 105% 105% 105% 105% Annual attendance 49,069 51,522 54,134 56,840 59,682 2 Table 2 Projected Event Type Movies 55% 26,98 8 28,337 29,773 31,262 32,825 Private events 13% 6,379 6,698 7,037 7,389 7,759 Live events 18% 8,832 9,274 9,744 10,231 10,743 Festivals 14% 6,870 7,213 7,579 7,958 8,356 Total 100% 49,06 9 51,522 54,134 56,840 59,682 Table 3 Projected Visitors Residing Outside of Denton Visitors Per Event Year 1 Year 2 Year 3 Year 4 Year 5 Movies 10% 2,699 2,834 2,977 3,126 3,283 Private events 50% 3,189 3,349 3,519 3,695 3,879 Live events 70% 6,183 6,492 6,821 7,162 7,520 Festivals 50% 3,435 3,607 3,789 3,979 4,178 Total 15,506 16,281 17,106 17,962 18,860 Once the number of visitors was calculated, the spending estimates were generated based on the spending patterns shown in table 4. The amounts are based on the consumer expenditure survey data (Bureau of Labor Statistics), Citizens for the Arts surveys and the Economic Research Group past projects. The table shows that visitors typically spend $120 per day per visit in the various categories. 3 Table 4 IMPLAN ID Visitor Spending Categories Base Estimate 499 Lodging 30% $36 402 Transportation 15% $18 501 Food and Drink 22% $26 406 Retail 20% $24 496 Other 13% $16 100% $120 Multiplying the number of visitors by the amount in each spending category we get the estimates of the direct total visitor spending per year presented in table 5. Table 5 Spending by Category Year 1 Year 2 Year 3 Year 4 Year 5 Lodging $558,208 $586,118 $615,824 $646,615 $678,946 Transportation $279,104 $293,059 $307,912 $323,307 $339,473 Food and Drink $409,352 $429,820 $451,604 $474,184 $497,893 Retail $372,138 $390,745 $410,549 $431,077 $452,630 Other $241,890 $253,984 $266,857 $280,200 $294,210 Totals $1,860,692 $1,953,726 $2,052,746 $2,155,383 $2,263,152 The direct spending estimates are then entered into the IMPLAN I/O model and we generate the results shown in table 6. Table 6 Impact Results Year 1 Impact Type Employment Labor Income Total Value Added Output Direct Effect 29 $755,417 $1,138,242 $1,860,692 Indirect Effect 4 $168,231 $275,806 $507,472 Induced Effect 4 $162,302 $310,718 $552,935 Total Effect 37 $1,085,950 $1,724,766 $2,921,099 4 Year 2 Impact Type Employment Labor Income Total Value Added Output Direct Effect 30 $793,187 $1,195,154 $1,953,726 Indirect Effect 4 $176,643 $289,597 $532,845 Induced Effect 4 $170,418 $326,254 $580,582 Total Effect 38 $1,140,248 $1,811,004 $3,067,153 Year 3 Impact Type Employment Labor Income Total Value Added Output Direct Effect 32 $833,388 $1,255,727 $2,052,746 Indirect Effect 4 $185,595 $304,274 $559,851 Induced Effect 5 $179,055 $342,789 $610,007 Total Effect 40 $1,198,038 $1,902,790 $3,222,605 Year 4 Impact Type Employment Labor Income Total Value Added Output Direct Effect 33 $875,057 $1,318,513 $2,155,383 Indirect Effect 4 $194,875 $319,488 $587,844 Induced Effect 5 $188,008 $359,929 $640,508 Total Effect 42 $1,257,940 $1,997,930 $3,383,735 Year 5 Impact Type Employment Labor Income Total Value Added Output Direct Effect 35 $918,810 $1,384,439 $2,263,152 Indirect Effect 4 $204,619 $335,462 $617,236 Induced Effect 5 $197,408 $377,925 $672,533 Total Effect 45 $1,320,837 $2,097,826 $3,552,921 Totals Impact Type Employment Labor Income Total Value Added Output Direct Effect 160 $4,175,860 $6,292,075 $10,285,699 Indirect Effect 20 $929,962 $1,524,627 $2,805,249 Induced Effect 23 $897,190 $1,717,615 $3,056,565 Total Effect 203 $6,003,013 $9,534,316 $16,147,513 5 We see that the visitors to theater add $16 million dollars to the Denton economy over the five year period and supports 203 jobs. Estimating visitor spending can be an inexact science. We have to make a number of assumptions and the actual visitors may not spend in the specific categories. To help compensate for this we have designed the model to fully scalable. It is possible to adjust all the results for different scenarios. For example if you wish to take a very conservative estimate and include only one half of the visitor spending simply take the total an d multiply by .5. ($16.1M *.5 = $8.05M) Fiscal Impacts Visitor spending contributes significant tax revenues to the local economy. The estimated tax revenues are presented in tables 7 and 8. Table 7 Federal Taxes Year 1 Year 2 Year 3 Year 4 Year 5 Description Employee Compensation $103,486 $108,660 $114,168 $119,876 $125,870 Proprietor Income $7,239 $7,601 $7,986 $8,386 $8,805 Tax on Production and Imports $25,284 $26,548 $27,893 $29,288 $30,752 Households $85,244 $89,506 $94,043 $98,745 $103,682 Corporations $17,690 $18,574 $19,516 $20,491 $21,516 Totals $238,943 $250,889 $263,606 $276,786 $290,625 Table 8 State and Local Taxes Description Year 1 Year 2 Year 3 Year 4 Year 5 Employee Compensation $1,312 $1,378 $1,448 $1,520 $1,596 Tax on Production and Imports $222,541 $233,668 $245,511 $257,787 $270,676 Households $6,404 $6,725 $7,065 $7,419 $7,790 Corporations $440 $462 $485 $510 $535 Total $230,697 $242,233 $254,509 $267,236 $280,597 $20.4M ECONOMIC IMPACT 249 EMPLOYMENT (FTE) $9.3M LABOR INCOME $2.6M TAX REVENUES The Economic Impact of The Fine Arts Theater of Denton on the Denton County Economy (Capital Spending and a 5-Year Operations Estimate) Selected Highlights: • Fine Arts Theater’s operations generate an economic impact of $20.3 million for the Denton County economy over the study period. • Fine Arts Theater’s DFW operations create 249 (FTE) jobs over the study period for Denton County workers. • Fine Arts Theater’s operations generate $9.3 million in Denton County employee wages and salaries over the study period. • Fine Arts Theater’s operations produce $898,393 in state and local tax revenue over the study period. • Fine Arts Theater’s operations create $1,749,875 in Federal tax revenue over the study period. The Fine Arts Theater of Denton will be a cornerstone of the arts community in Denton. The theater will provide a variety of opportunities to promote and host local arts activities. Examples include various presentation options including movies (first run and independent), film festivals, concerts, live performance and rentals such as receptions, seminars and worship services, as well as various community-based rentals. The theater will have a restored main theater with approximately 200 seats and V.I.P. mezzanine (25-30 seats), a smaller movie theater on the second level with approximately 50 seats, a new concession area at the entrance and a bar that overlooks the downtown courthouse open to theater patrons and casual visitors alike. Beyond providing a venue to showcase local cultural events, the theater will be an economic engine for the community. This study examines the economic impact of theater operations (5-years) as well as capital improvements made to the historic landmark. We find that the theater will generate $25.5 million in economic activity and will provide $11.9 million to local workers in wages and salaries over the period. The theater will also generate a significant stream of tax revenues. We estimate that $898K will go to local and state agencies and $1.7 million of Federal tax revenues will be created. Denton County Economic Impact Summary Table Employment Labor Income Total Value Added Economic Impact Direct Effect 193 $6,935,466 $6,787,760 $12,733,237 Indirect Effect 21 $980,179 $1,638,087 $2,941,618 Induced Effect 35 $1,385,701 $2,655,336 $4,721,521 Total Effect 249 $9,301,346 $11,081,183 $20,396,376 Source: Economics Research Group at the University of North Texas This study was completed by Dr. Michael C. Carroll, Director of the Economics Research Group and Professor of Economics at the University of North Texas. (Preliminary results as of 12-15-19) Fiscal Impact Summary Table Description Federal Taxes State and Local Taxes Employee Compensation $781,845 $9,913 Proprietor Income $98,702 N/A Tax on Production and Imports $94,550 $832,211 Households $736,183 $55,309 Corporations $38,595 $960 Total $1,749,875 $898,393 Source: Economics Research Group at the University of North Texas Definitions: Direct impact is created when The Fine Arts Theater’s operations directly purchase goods and services. The amounts include expenditures listed on The Fine Arts Theater’s pro forma statement and capital expenditures but do not include non-cash expenditures such as depreciation and amortization as they do not have a tangible impact on the economy. Indirect impact is the amount of economic activity that is generated when Fine Arts Theater’s operations purchase goods and services from their local suppliers. (Business-to-Business impacts) Induced impact is generated when the Fine Arts Theater’s employees and the employees of the theater’s local suppliers (related to Theater purchases) spend their income. Total impact is the summation of direct, indirect, and induced effects. Employment is the number of full-time jobs, (FTE) Labor income is the amount of salary and wages paid by the Fine Art Theater and its local suppliers. Labor income also includes proprietor’s income of the theater’s local suppliers organized as non-corporate entities. Total value added is comparable to GDP. Output is the dollar value of the economic activity generated by Fine Arts Theater’s operations. Data and Model: The estimates were constructed using the IMPLAN I/O model and are based on The Fine Arts Theater’s 2019 pro forma statements. Denton County Capital Spending and Operating Impact Years 1-5 Capital Spending Economic Impact Summary Capital Spending Employment Labor Income Total Value Added Economic Impact Direct Effect 40 $2,929,729 $3,649,149 $7,015,548 Indirect Effect 13 $567,369 $940,835 $1,673,037 Induced Effect 15 $610,216 $1,170,269 $2,079,459 Total Effect 68 $4,107,313 $5,760,253 $10,768,044 Source: Economics Research Group at the University of North Texas Operating Impacts Economic Impact Summary Table Year 1 Employment Labor Income Total Value Added Economic Impact Direct Effect 27 $704,631 $552,099 $1,005,773 Indirect Effect 1 $72,616 $122,650 $223,150 Induced Effect 3 $136,412 $261,231 $464,753 Total Effect 32 $913,659 $935,981 $1,693,677 Source: Economics Research Group at the University of North Texas Economic Impact Summary Table Year 2 Employment Labor Income Total Value Added Economic Impact Direct Effect 28 $748,833 $586,732 $1,068,865 Indirect Effect 2 $77,171 $130,344 $237,148 Induced Effect 4 $144,969 $277,618 $493,907 Total Effect 34 $970,973 $994,695 $1,799,921 Source: Economics Research Group at the University of North Texas Economic Impact Summary Table Year 3 Employment Labor Income Total Value Added Economic Impact Direct Effect 31 $814,807 $638,425 $1,163,035 Indirect Effect 2 $83,970 $141,828 $258,042 Induced Effect 4 $157,742 $302,077 $537,422 Total Effect 37 $1,056,518 $1,082,330 $1,958,499 Source: Economics Research Group at the University of North Texas Economic Impact Summary Table Year 4 Employment Labor Income Total Value Added Economic Impact Direct Effect 32 $849,964 $665,971 $1,213,217 Indirect Effect 2 $87,593 $147,948 $269,176 Induced Effect 4 $164,548 $315,111 $560,610 Total Effect 38 $1,102,104 $1,129,030 $2,043,003 Source: Economics Research Group at the University of North Texas Economic Impact Summary Table Year 5 Employment Labor Income Total Value Added Economic Impact Direct Effect 34 $887,503 $695,384 $1,266,799 Indirect Effect 2 $91,461 $154,482 $281,064 Induced Effect 4 $171,815 $329,028 $585,370 Total Effect 40 $1,150,779 $1,178,894 $2,133,233 Source: Economics Research Group at the University of North Texas Economic Impact Summary Table All Years Employment Labor Income Total Value Added Economic Impact Direct Effect 152 $4,005,737 $3,138,611 $5,717,689 Indirect Effect 8 $412,810 $697,252 $1,268,580 Induced Effect 20 $775,486 $1,485,066 $2,642,063 Total Effect 180 $5,194,033 $5,320,930 $9,628,332 Source: Economics Research Group at the University of North Texas Total Economic Impact Economic Impact Summary Table Capital Spending and Operating Impact Employment Labor Income Total Value Added Economic Impact Direct Effect 193 $6,935,466 $6,787,760 $12,733,237 Indirect Effect 21 $980,179 $1,638,087 $2,941,618 Induced Effect 35 $1,385,701 $2,655,336 $4,721,521 Total Effect 249 $9,301,346 $11,081,183 $20,396,376 Source: Economics Research Group at the University of North Texas Fine Arts Theater Jessica Rogers Director of Economic Development January 7, 2020 1ID19-2739; Jan. 7, 2020 Objective •Provide an overview of the Fine Arts Theater project, and discuss the request of the developers and owners to form a public/private partnership. 2ID19-2739; Jan. 7, 2020 Background •Purchased by Fine Arts of Denton, LLC in 2018 •Developer engaged Architexas for design and architect services. •Remediated asbestos and mold; constructed new roof. •Worked with contractor to develop renovation budget. •Completed renovation plans and specifications; obtained City of Denton permit. •Obtained approval of Federal Historic Tax Credit application; Approval of State of Texas Historic Tax Credit application pending. 3ID19-2739; Jan. 7, 2020 Background •October 2019: Owner contacted City regarding possible public/private partnership or incentive after vision and concept was established, renovation plans were developed and submitted to City, and full financial pro forma was established. •December 2019: City management and economic development met with owners to review project and discuss options. 4ID19-2739; Jan. 7, 2020 Project Financials Cost of Fine Arts Theater Project Purchase (actual)$763,643 Pre-development costs (actual)1,012,098 Rehabilitation costs Rehabilitation Costs 3,275,077 Furniture and Fixtures 547,813 Soft costs and contingencies 471,917 Interest and related costs 120,000 Operating working capital 250,000 TOTAL PROJECT COSTS $6,440,548 5ID19-2739; Jan. 7, 2020 Project Financials Funding of Project TOTAL PROJECT COSTS $6,440,548 Cash Equity (already invested)750,000 Permanent Debt 1,400,000 Historic Tax Credits (estimated)1,689,062 Grants or Other Funding Needed (Gap)*2,601,486 TOTAL FUNDING SOURCES $6,440,548 6ID19-2739; Jan. 7, 2020 Fine Arts Theater •This is a high-risk project that does not meet City’s established return on investment thresholds for incentives. •The project itself does not generate enough direct revenue to the City to offset an incentive. 7ID19-2739; Jan. 7, 2020 Fine Arts Theater •Questions for today: •Does City Council want to explore options to provide financial support to the Fine Arts Theater project? •Does City Council want to consider funding all, some, or none of the gap as provided by the developer? •If Council wants to provide funding, what mechanisms or funding sources should be explored? 8ID19-2739; Jan. 7, 2020 Staff Research •Staff researched more than 20 theater projects in Texas. •Findings: •Nonprofit-led capital campaigns and ongoing memberships and sponsorships were the most common funding source. •Cities participated through P3s on few projects, typically through a TIRZ, bond funds, or incentive/grant. •Only a few instances of cities owning/operating theaters outright (Llano, Lewisville). 9ID19-2739; Jan. 7, 2020 Theater (City)Funding Arcadia Theater (Temple)City contributing $1 million, developer contributing $11 million to restore the historic Arcadia Theater and Hawn Hotel. Total Cost: $12 million Grand Theater (Lewisville)Funded primarily through TIRZ bonds; $1.1 million operations budget funded through general fund, HOT fund, and revenue fund. Alameda Theater (San Antonio)City funded $9.2 million for preservation and development from TIRZ. Part of $23 million development. Texas Public Radio also committed $5 million and agreed to relocated headquarters. Total Cost: $23 million Flower Mound Fine Arts Center (Flower Mound)$5 million grant earmarked in state budget; additional funding to be identified. Total Cost: TBD Heights Theater (Houston)Private developer funded renovation;Received historic tax credits. Total Cost: $3.4 million Simon Theater (Brenham)Brenham's Main Street Program non-profit raised $7 million in donations and formed a separate for-profit organization to use tax credits. City leases space in building for visitor center. Total Cost: $9.75 million Kessler Theater (Dallas)Developer funded majority of project, which include the theater and office/retail space. TIF funding for project was $136,343. Project also received a NCTCOG sustainable development grant of $60,000. Total Cost: $1 million (estimated) Majestic Theater (Dallas)City owned. Renovated in 1980s. Additional renovations to be bond funded. City issued $14 million in 2017 for cultural arts. City operates through Office of Cultural Affairs. Old Town Theater (Huntsville)Nonprofit foundation and grant funded. City provided art for façade and marquee, but no additional funding.Total Cost: $1 million 10 Options •If Council wants to pursue funding: •Chapter 380 (could refer project to EDPB for review) •Tax Abatement (could refer project to EDPB for review) •TIRZ Fund (could refer project to TIRZ board for consideration) •HOT Funds (could refer project to HOT/Sponsorship Committee for review) •Debt Issuance •Nonprofit Fundraising •If Council does not want to pursue funding: •Do nothing. 11ID19-2739; Jan. 7, 2020 Options Funding Mechanism Funding Source Est. 10-Year Value Chapter 380 Grant or Loan Sales Tax Generated $59,000 Mixed Beverage Tax Generated $38,000 Utility Revenues Generated $460,000 Cash Grant/Loan (General Fund)TBD HOT Funds $350,000 + TBD Annually Property Tax Abatement Grant of Taxes from Improvements and BPP only*$200,000 (TIRZ + City) TIRZ Grant Property Taxes Generated (Improvements and BPP only)*$185,000 (TIRZ only) Cash Grant/Loan (TIRZ Fund)TBD Other Nonprofit fundraising TBD Certificates of Obligation TBD General Obligation Bonds TBD Do Nothing None 12ID19-2739; Jan. 7, 2020 Questions? 13ID19-2739; Jan. 7, 2020 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2369,Version:1 AGENDA CAPTION Receive a report, hold a discussion and give staff direction regarding a proposed development for property located in the City’s Extra Territorial Jurisdiction at the intersection of South Bonnie Brae and Allred Road. City of Denton Printed on 1/3/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services CM: Todd Hileman DATE: January 7, 2020 SUBJECT Receive a report, hold a discussion and give staff direction regarding a proposed development for property located in the City’s Extra Territorial Jurisdiction at the intersection of South Bonnie Brae and Allred Road. BACKGROUND Earlier this year, Development Services staff received an application for a new pre -annexation development agreement (PADA) for a property located at the intersection of Bonnie Brae and Allred Road. The proposed development is referred to as Sagebrook and consists of 498 single-family homes on approximately 146 acres. Approximately 135.9 acres of the property are located in the City’s Extraterritorial Jurisdiction (ETJ), and the remaining 10.2 acres are in the City and zoned Residential 6 (R-6). The development would also include right- of-way dedication for a future extension of Brush Creek Road and dedication of parkland. Prior to bringing the proposed agreement forward for formal action, Staff is seeking feedback from Council abou t the development process. There are multiple options that could be pursued: 1. Development under current conditions (ETJ and City) – Under this option a plat would be submitted to the City for review and approval. Permits for the majority of the site would go through Denton County, and only those lots within the City portion would be issued by the City. 2. Voluntary Annexation and Zoning – The developer could voluntarily annex into the City and then follow the standard development process to rezone the property, plat, and permit. If they go this route, the developer is requesting that annexation, zoning, and preliminary plat applications be reviewed concurrently. 3. Pre-annexation development agreement – Through this process the Council would enter into the PADA prior to any other action. The development could plat in the County and then voluntarily annex and be zoned to a district that would be most consistent with what is platted. More details about this process are provided below. In 2017, Senate Bill 6 was approved and went into effect. This bill makes involuntary annexation difficult for cities, but did not alter a city’s ability to enter into pre-annexation development agreements. Texas Local Government Code (TLGC) Section §212.172 gives cities authority t o enter into development agreements with property owners whose land is located in the city’s extraterritorial jurisdiction (ETJ). TLGC §212.172 allows the City to enter into development agreements for ETJ properties in order to: 1. Guarantee a property will not be annexed; 2. Extend the City’s planning authority for a development plan; 3. Authorize enforcement of land use and development regulations that apply in the City; 4. Authorize enforcement of land use and development regulations other than those that apply within the City; 5. Provide for infrastructure for the land; City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 6. Authorize enforcement of environmental regulations; 7. Provide for annexation of the land as a whole or in parts and to provide for terms for the annexation; 8. Specify the uses and development of the land before and after annexation; or 9. Include other lawful terms and considerations the parties consider appropriate. Denton has often entered into non-annexation agreements with property owners under this authority and has entered into one pre-annexation development agreement in recent years. This pre-annexation development agreement was for the Creekside development off of Ryan Road (reference ordinance 2016-251). The Creekside agreement included development standards for three distinct tracts: an approximatel y 140 lot single-family subdivision, a three-lot residential development located along the creek itself, and an additional phase of a nearby assisted living facility. Additionally, the agreement outlined the platting, annexation, and zoning processes for each tract of the development and specified what public improvement and impact fees would be assessed for each tract. The agreement allowed the City to ensure the future developments who meet and exceed the City’s standards for residential development, require the plugging of an existing gas well, and provide for the preservation of Environmentally Sensitive Areas that are not normally protected in the ETJ, while the developer was able to have assurance that their desired zoning would be approved upon annexation into the City. Although this process was utilized for Creekside, in recent meetings with the Sagebrook development team, staff has encouraged the developers to consider following a more standard development process through voluntary annexation, followed by zoning and platting once the property is incorporated into the City limits. At this time, staff and the developer would like direction from the Council regarding interest in the project and which process Council feels is most suitable. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Council has taken no prior action regarding this work session discussion. An initial ISR regarding pre-annexation agreements was provided on May 10, 2019. EXHIBITS 1. Agenda Information Sheet 2. Staff Presentation 3. Developer Presentation Respectfully submitted: Richard Cannone, AICP Deputy Director/Planning Director Prepared by: Hayley Zagurski Senior Planner Da Sagebrook January 7, 2020 City Council Work Session 1 Sagebrook –Existing Conditions 2ID 19-236901/07/2020 Total Site Area: •146 Acres •ETJ: 135.92 Acres •Not part of a Non-Annexation Agreement •City: 10.22 Acres (involuntary “strip” annexation) Current Use: •Agriculture •Single-family home •Plugged Gas Well Sagebrook -Zoning 3ID 19-236901/07/2020 Neighborhood Mixed Use Community Mixed Use Moderate Residential Rural Area Sagebrook –Proposed Development 4ID 19-236901/07/2020 Proposed Use: •491 single-family homes •Density 3.36 dwelling units per acre •Min.6,000 SF lots meeting R6 standards Sagebrook –Proposed Development 5ID 19-236901/07/2020 Proposed City benefits: •ROW dedication for Brush Creek Road extension and construction of 2 lanes •Eliminate RR Crossing at Bonnie Brae and relocate to Brush Creek •Plugged Well on HOA Lot •Dedication of approx. 14 acres of floodplain south of Brush Creek for regional drainage and a park/trail with internal trail connection to future “Southwest” City Park and to the east/west Process Options 6ID 19-236901/07/2020 1.Development primarily in the ETJ – •Platting through the City •Most permits through the County •The portion in the City zoned R6 would receive permits through the City 2.Voluntary Annexation and Zoning –City standard development process •Annexation •Zoning •Platting & Civil Engineering Plans •Permitting 3.Pre-Annexation Development Agreement •PADA •Preliminary Plat in ETJ •Annexation and zoning •Final Plat and Civil Engineering Plans Sagebrook City Council Worksession January 7, 2020 A condition to acquiring the property is that it be entitled for its intended use.The purchaser could develop in the ETJ but prefers to develop within the corporate limits. Sagebrook City Council Worksession January 7, 2020 Why are we here? ZENA Land Development has been working on developing a property in southwest Denton. The proposed Sagebrook development is located west of US 377 /Union Pacific RR (UPRR)and Bonnie Brae Street. The northern boundary is Allred Road and the southern boundary is Brush Creek. The property is approximately 146.14 acres in size; ―14.2 acres currently lies within the City limits ―131.94 acres are in Denton’s Extra Territorial Jurisdiction (ETJ). INTRO > SAGEBROOK Denton ISD Argyle ISD City of Denton Denton ETJ Allred Brush Creek Road PROPERTY LOCATION > SAGEBROOK DISD Site Country Lakes Hunter Ranch Denton ISD Argyle ISD Allred Brush Creek Road PROPERTY LOCATION > SAGEBROOK Southwest Park Allred Brush Creek Road PROPERTY LOCATION > SAGEBROOK Denton ISD Argyle ISD Southwest Park R6 CURRENT ZONING > SAGEBROOK R7 R7 Project Details Sagebrook City Council Worksession January 7, 2020 CONCEPT PLAN > SAGEBROOK Parks & Open Space ―15.5% Open Space ―Parks Department Trail ―10’ hike & bike trail ext. -Brush Creek Rd to SW Park ―50% Allred Road trail ext. -Brush Creek to Bonnie Brae St. ―18-acre Park land dedication ―Hike and bike connection between SW Park and the Brush Creek Greenbelt ―Recreation Center with pond. ―Pocket Parks PUBLIC BENEFITS > SAGEBROOK TRAIL CONNECTION > SAGEBROOK TRAIL CONNECTION > SAGEBROOK SW Park Greenway Park TRAIL CONNECTION > SAGEBROOK Private open space amenities (9.4 acres) ―Private Amenity Center w/ cabana & pool ―Neighborhood Parks ―Walking trails ―Enhanced landscaping ―Masonry entry & screen walls ―Tree preservation Public Open Space Amenities ―Trail linking Brush Creek & Southwest Park ―18 acre Greenway Park dedication AMENITIES > SAGEBROOK Denton Standard Sagebrook Dimensional Standards LOT DIMENSIONS (MINIMUM) A Lot area 6,000 sq ft 6,000 sq ft B Lot width 50 feet 50 feet C Lot depth 80 feet 80 feet SETBACKS (MINIMUM) A Front yard 10 feet 20 feet B Side yard 5 feet 5 feet C Rear yard 10 feet 10 feet OTHER STANDARDS A Building height (maximum)40 feet 40 feet B Building coverage (maximum 60 percent 60 percent -Consistent R6 Zoning -491 Lots: 3.36 du/ac -4 Phases ZONING COMPARISON > SAGEBROOK ―120’ ROW (9.2 ac) dedication for Brush Creek Road ―2-lanes of Brush Creek Road constructed PUBLIC BENEFITS > SAGEBROOK ―120’ ROW (9.2 ac) dedication for Brush Creek Road ―2-lanes of Brush Creek Road constructed PUBLIC BENEFITS > SAGEBROOK ―120’ ROW (9.2 ac) dedication for Brush Creek Road ―2-lanes of Brush Creek Road constructed 2019 Bond ProgramROW Dedication PUBLIC BENEFITS > SAGEBROOK Hunter / Cole ―120’ ROW (9.2 ac) dedication for Brush Creek Road ―2-lanes of Brush Creek Road constructed ―UPRR crossing for Brush Creek Road ―Zena obtained Union Pacific approval of Brush Creek crossing ―Preliminary engineering agreement presented for execution by City PUBLIC BENEFITS > SAGEBROOK ―120’ ROW (9.2 ac) dedication for Brush Creek Road ―2-lanes of Brush Creek Road constructed ―UPRR crossing for Brush Creek Road ―Zena obtained Union Pacific approval of Brush Creek crossing ―Preliminary engineering agreement presented for execution by City PUBLIC BENEFITS > SAGEBROOK ―120’ ROW (9.2 ac) dedication for Brush Creek Road ―2-lanes of Brush Creek Road constructed ―UPRR crossing for Brush Creek Road ―Zena obtained Union Pacific approval of Brush Creek crossing ―Preliminary engineering agreement presented for execution by City ―Oversized offsite Sanitary Sewer: 580 acre (2.6MGD) sewer main capacity (146ac Sagebrook) PUBLIC BENEFITS > SAGEBROOK ―120’ ROW (9.2 ac) dedication for Brush Creek Road ―2-lanes of Brush Creek Road constructed ―UPRR crossing for Brush Creek Road ―Zena obtained Union Pacific approval of Brush Creek crossing ―Preliminary engineering agreement presented for execution by City ―Oversized offsite Sanitary Sewer: 580 acre (2.6MGD) sewer main capacity (146ac Sagebrook) PUBLIC BENEFITS > SAGEBROOK ―120’ ROW (9.2 ac) dedication for Brush Creek Road ―2-lanes of Brush Creek Road constructed ―UPRR crossing for Brush Creek Road ―Zena obtained Union Pacific approval of Brush Creek crossing ―Preliminary engineering agreement presented for execution by City ―Oversized offsite Sanitary Sewer: 580 acre (2.6MGD) sewer main capacity (146ac Sagebrook) PUBLIC BENEFITS > SAGEBROOK TREE CANOPY > SAGEBROOK 2018-12-27 1st Submittal 2018 2019 2019-06-11 3rd Submittal 2019-06-28 4th Submittal 2019-07-26 5th Submittal 2019-09-06 6th Submittal 2019-11-27 7th Submittal > 10 Meetings with City Staff APPLICATION TIMELINE > SAGEBROOK 2019-04-30 Annexation Application Submitted 2019-04-26 2nd Submittal PROJECT STUDIES COMPLETED> SAGEBROOK Land Use Details Sagebrook City Council Worksession January 7, 2020 FUTURE LAND USE > SAGEBROOK THOROUGHFARE PLAN > SAGEBROOK ―Hunter Cole Development ―Brush Creek Roadway extension ―Greenways as amenities ―Land Uses ―Transition from IH 35W ―Higher Density adjacent to Sagebrook AREA CHANGES > SAGEBROOK R7 R7 R6 REGIONAL CONTEXT > SAGEBROOK •January 7, 2020: City Council Work Session •January 8, 2020: P&Z Work Session •January 14, 2020: City Council calls annexation public hearing (or alternatively on January 28, 2020) •Before January 21, 2020:Applicant to attend a pre-application conference with city staff for zoning application •January 21, 2020: Deadline to file zoning application •January 28, 2020: City Council calls annexation public hearing (if not already called on January 14, 2020) •January 28, 2020: First zoning review comments due to applicant •January 28, 2020 or sooner (before the required notices given in the date range of January 29th-February 7th): •Submit petition for annexation to the city signed by the landowner •City and owner to negotiate and enter into an agreement for the provision of services following annexation •City Council calls annexation public hearing (January 14th or January 28th) •On or after January 29, 2020 and no later than February 7, 2020 (on or after the 20th day but before the 10th day before the date of the City Council annexation public hearing the City Council annexation public hearing): •Publish notice of the annexation public hearing in a newspaper of general circulation in the municipality and in the area proposed for annexation (43.0673 TLGC) •Post notice of the annexation public hearing on city’s website and leave up until date of hearing (43.0673 TLGC) •Provide written notice of the annexation public hearing to school district in which annexation area is located (notice must include a description of the area within the district proposed for annexation; any financial impact on the district resulting from the annexation, including any changes in utility costs; and any proposal the municipality has to abate, reduce, or limit any financial impact on the district) (43.905 TLGC) •Provide written notice of the annexation public hearing to public entities (e.g., county, fire protection service provider, EMS provider, special districts) (notice must include the area proposed for annexation; any financial impact on the public entity or political subdivision resulting from the annexation, including any changes in the public entity's or political subdivision's revenues or maintenance and operation costs; and any proposal the municipality has to abate, reduce, or limit any financial impact on the public entity or political subdivision) (43.9051 TLGC) •February 4, 2020: Deadline for applicant to make a resubmittal of zoning application ENTITLEMENTS SCHEDULE > SAGEBROOK •February 11, 2020: Second set of zoning review comments sent to applicant •February 18, 2020: City Council annexation public hearing and adoption of annexation ordinance •After February 18, 2020: City to complete post-annexation procedures per state law •February 21, 2020: Deadline for city to mail notices of the P&Z zoning hearing to the school district and surrounding property owners •February 26, 2020: All notification fees paid and sign posting affidavit submitted (meaning applicant has posted all required zoning notification signs) •March 4, 2020: P&Z public hearing and receive recommendation on zoning •March 8, 2020:Deadline to publish notice of the City Council zoning hearing on March 24, 2020 2 •Before March 10, 2020: Applicant to attend a pre-application conference with city staff for preliminary plat application •March 10, 2020: Submit preliminary plat by this date •March 17, 2020: City provides first set of comments on preliminary plat •March 24, 2020:Tentative date for City Council public hearing and vote on zoning 3 •March 24, 2020: Deadline to resubmit preliminary plat addressing staff comments •March 31, 2020: City provides second set of comments on preliminary plat •April 2, 2020: All preliminary plat applicant fees paid and plat hardcopies submitted to city •April 8, 2020:P&Z vote on preliminary plat (no council vote required unless the P&Z votes to deny the plat and the applicant appeals that decision to council) 4 ENTITLEMENTS SCHEDULE > SAGEBROOK This schedule assumes: (1) the P&Z cannot hold a public hearing until after annexation is completed, consistent with past Denton policy; (2) the preliminary plat application can be processed concurrently with the rezoning process, as long as the plat is approved after the zoning is approved; (3) that all review comments on zoning are addressed with two reviews; (4) the preliminary plat is a standard preliminary plat that will not require any special procedures; (5) that both the preliminary plat and zoning applications are administratively complete upon initial filing (if not, there will be changes to the schedule and resubmittals required, as well as a new completeness review period for any previously incomplete application); and (6) that the property to be annexed is already contiguous to Denton's existing city limits. The schedule incorporates the city's published 2020 review and P&Z schedule for zoning cases and plat cases. The city council dates for zoning cases are not published, and depend on a variety of factors, including whether the P&Z requires more than one meeting before making a decision and whether the zoning materials are in final form and ready to be forwarded to council immediately following the P&Z vote. If changes to the zoning materials are required before the case is forwarded to council, the tentative city council zoning hearing date will be postponed. 2This notice date assumes that everything on the zoning case is finalized and ready to be forwarded to City Council before this date. 3This meeting date is contingent on the P&Z voting on the zoning on March 4th and having all zoning documents ready to be considered by the City Council on March 24th. If revisions are needed, the City Council date will likely be delayed. 4The plat approval date assumes the City Council votes to approve the zoning before this date. If the zoning has not been approved before April 8 th, the plat cannot be considered on April 8th. City Council consideration and approval of the annexation, zoning and preliminary platting of the Sagebrook development including establishment of an agreement for the provision of services following annexation. Sagebrook City Council Worksession January 7, 2020 We are requesting: PENDER COUNTY PENDER MEMORIAL PARK Sagebrook City Council Worksession January 7, 2020 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2840,Version:1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction regarding City Hall West. City of Denton Printed on 1/3/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office ACM: Sara Hensley DATE: January 7, 2020 SUBJECT Receive a report, hold a discussion, and give staff direction regarding City Hall West. BACKGROUND In July 2017, the City engaged the historical architectural firm, Architexas to assist with the proposed renovation of the 1927 City Hall known as City Hall West. The firm was charged with completing an assessment of the facility and to develop three preliminary conceptual designs with a cost analysis of each concept. The report produced detailed the building’s current condition and originally presented these options for the scope of work. Option 1: Complete restoration of the exterior and interior to the original design as close as possible that will meet all local building codes and accessibility requirements. o Projected Budget: $5,352,430 Option 2: Rehabilitation of the building with the restoration of the exterior and an adaptive use strategy for the interior to accommodate complimentary new use. o Projected Budget: $5,698,956 Option 3: Restoration of the exterior and renovation of the interior to meet the minimum requirements of life safety and accessibility. o Projected Budget: $3,775,176 During the presentation in August 2017, City Council directed staff to establish a City Hall West Steering Committee to discuss options for renovation to the building and, to present the Council with recommendations. A 24-member Committee was established in November 2017 with a charge to consider and advise City Council regarding the extent the building should be renovated, financial options, leasing options, acceptable uses, and whether to seek or apply for grant funding. The estimated total cost of the committee’s recommended renovation was $6,630,000 and included a six- to nine-month design timeline and 15 to 18 months for construction. Major phases of the renovation include window replacement and exterior masonry veneer cleaning, auditorium restoration, creation of multipurpose room, and mechanical component upgrade or replacement. A work session was held on City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com November 13 where City Council provided feedback on potential design aspects. Ultimately, staff direction was given to move forward with window replacement for $320,000. Design documents have been submitted to and reviewed by the Texas Historical Commission (THC). The THC approved the project in May 2019. OPTIONS Council discussion generated several questions from the October 7 work session. Staff received direction to proceed with researching funding options to restore the building based on the committee’s recommendation and now seeks direction on whether to move forward in securing funding for design and renovation. Next steps for the City Hall West renovation project could include the following: 1. Take no action at this time; 2. Fund design and development with an estimated cost of $500,000; 3. Move forward to pursue funding for entirety of project (design and construction) at the estimated all-in cost of $7.5 million by Certificates of Obligation; or 4. Place on a future bond proposition. PRIOR ACTION/REVIEW (Council, Boards, Commissions) October 7, 2019 City Council Work Session November 13, 2018 City Council Work Session August 7, 2018 City Council Work Session July 17, 2018 City Council Meeting June 26, 2018 City Council Work Session EXHIBITS Exhibit 1: Agenda Information Sheet (.pdf) Exhibit 2: Presentation Exhibit 3: Staff Presentation from October 7, 2019 Meeting Exhibit 4: Staff Presentation from November 13, 2018 Meeting Respectfully submitted: Sara Hensley Assistant City Manager Prepared by: Rachel Balthrop Mendoza Assistant to the City Manager 940-349-8420 Date City Hall West January 7, 2020 City Council Meeting 1 Background •Information about City Hall West was presented during an October 7 City Council work session; •Included history/background/current condition •Staff received direction to proceed with funding options to restore the building based on Committee’s recommendation; •Seeking direction on whether to move forward in securing funding for design and renovation. 2 of XLegistarID: XXXXX 1959 Original Floor Plan 3 of XLegistarID: XXXXX Features of original design: •Auditorium with balcony •Fire Station/Operations/Multi- Purpose Room •Office Space Current Floor Plan 4 of XLegistarID: XXXXX Challenges: •Experienced multiple renovations •Disjointed floor plan/multiple half-floors •No auditorium or multi-purpose space •Limited historical architectural interior features Conceptual Design 5 / 16 Site Plan •Landscaped Terrace at Main Entrance •Event Courtyard / Parking •Loading Zones •Improved Public Sidewalks and Landscaping Conceptual Design 6 / 16 First (Lower) Level •Event Facility •Event Courtyard /Parking •Event Facility Kitchen •Lease space •Accessible Entry •Accessible Toilet •Service Elevator/Loading •Storage •Mechanical Conceptual Design 7 / 16 Main Level •Management Offices •Box Office •Performance Hall Lobby •Performance Hall: 200-250 Seats w/Flexible Seating •Lower level w/Backstage & Enlarged Stage •Service Elevator •Co-Working Space •Office or Studio Lease Space •Men & Women's Toilets Conceptual Design 8 / 16 Second (Upper) Level •Office/Studio Lease Space •Shared Conference Room •Common Break Room •Accessible Toilet Conceptual Design 9 / 16 Top Level •Balcony •Projection & Sound Room Council Questions during October 7 meeting 10 of XLegistarID: XXXXX •What could be housed in the multi-purpose room? •The proposed plan allows for a variety of uses such as rotating art/historical exhibits, special events, board retreats, etc. •Will the original fire truck be housed in the building? •With the flexibility of the multi-purpose space, the fire truck could be moved in and out of the space as needed for the rotating exhibits or events. Council Questions during October 7 meeting 11 of XLegistarID: XXXXX •Who could use the office space in the building? •The City has identified departments that could potentially utilize the office space depending on need when the project is complete. •Is there an internal department that could manage the facility? •The building could be managed by the Parks and Recreation department who reserves and manages similar facilities for similar uses. Council Questions during October 7 meeting 12 of XLegistarID: XXXXX •What is the estimated cost? •The original projected budget for the concept design was $5,352,430 in 2017, and is estimated to cost $7.5 million (with contingency of 25-30%) today. •How can this project be funded? •Due to low interest rates (currently estimated at 3.25%), the City could issue Certificates of Obligation for the project. •Place on future bond proposition. Options 13 of XLegistarID: XXXXX 1.Take no action at this time; 2.Fund design and development with an estimated cost of $500,000; 3.Move forward to pursue funding for entirety of project (design and construction) at the estimated all-in cost of $7.5 million by Certificates of Obligation; or 4.Place on a future bond proposition. Questions? Sara Hensley Assistant City Manager City Manager’s Office 14 of XLegistarID: XXXXX City Hall West Sara Hensley Assistant City Manager City Manager’s Office October 7, 2019 1 Objective: Council Discussion and Direction regarding City Hall West •History / Background •Current Reality / Condition Assessment •Opportunities / Options •Discussion / Direction 2Legistar ID: 19-2254 History / Background •In July 2017, the City engaged Architexas to assist with the proposed renovation of the 1927 City Hall known as City Hall West. Architexas developed three preliminary conceptual designs with a cost analysis of each concept. Options included: •Option 1: Complete restoration of the exterior and interior to the original design as close as possible that will meet all local building codes and accessibility requirements Projected Budget: 2017: $5,352,430 today: $7,407,763.12 •Option 2: Rehabilitation of the building with the restoration of the exterior and an adaptive use strategy for the interior to accommodate complimentary new use Projected Budget: $5,698,956 today: $7,887,355.1 •Option 3: Restoration of the exterior and renovation of the interior to meet the minimum requirements of life safety and accessibility Projected Budget: $3,775,176 today: $5,224,843.58 3Legistar ID: 19-2254 History / Background •August 2017: Council directed staff to establish a City Hall West Steering Committee to discuss options for renovation •November 2017: 24 member committee established Committee charged with considering and advising Council regarding the extent the building should be renovated, financial options, acceptable uses and grant options •Estimated total cost for the recommended renovation in 2017 was $6,630,000, (today: $8,459,880.) and, included a 6-9 month design timeline, with 15-18 months for construction. (vote was 17 for, 0 opposed, 1 abstention) There is a maintenance backlog of $639,400. (HVAC, Elevators, Flooring, Fire System, Generators) 4Legistar ID: 19-2254 History / Background •November 2018: Council directed staff to proceed with window replacement at a cost of $320,000 •Window design documents were submitted and reviewed by the Texas Historical Commission, (THC) •May 2019: THC approved window replacement •Window replacement underway 5Legistar ID: 19-2254 Condition Assessment 6Legistar ID: 19-2254 Opportunities / Options •Review and choose one of the other options proposed in the Architexas assessment; (slide 3) •Direct staff to conduct a Request For Information (RFI) to investigate and evaluate proposals from private and/or non- profit development to determine the desired adaptive re-use plan. 7Legistar ID: 19-2254 Recommendation •Staff recommends the City conduct an RFI to identify opportunities for private and/or non-profit development proposals. •Reasoning: Prescriptive Requirements can be set by Council; Allows City to determine what they would like to see in the adaptive reuse of the building; Does not place the City in complete financial responsibility of the overall rehabilitation and reuse; An RFI is a planning document and does not commit the City to any financial responsibility; Opens opportunities for creative ideas and reuse that the City otherwise may not be able to accommodate; and The benefits of utilizing an RFI could result in a project that is environmentally, socially, and economically sustainable; Creates opportunity for public-private partnership. 8Legistar ID: 19-2254 City of Tacoma, Washington Conducted a Request For Proposals,(RFP),to bring their 125 year old city hall back to life: Goals: •Long-term economic vitality •Synergy with surrounding development •Public benefits 9Legistar ID: 19-2254 Tacoma Concept Development Requirements in the Tacoma RFP included: •Type of reuse •Estimated amount of space designated for each use •Number of market rate/affordable residential units and/or hotel rooms, if applicable •Anticipated number of full-time equivalent livable wage jobs to be created •Proposed parking plan •Commitment to historic restoration 10Legistar ID: 19-2254 Surge Tacoma: The successful bid •Included a restaurant and bar in the basement •Nearly 20,000 square feet of retail space •Nearly 20,000 square feet of office and co-working space for a tech center •“Micro” apartments •2 rooftop restaurants •Event space 11Legistar ID: 19-2254 Benefits to Tacoma •Free use by the public of a conference room •Free community access to the event area with tours during specific hours •Free space provided for the Historical Society to use the public exhibit and work area •The proposal aligns with the building’s history as a welcoming public place 12Legistar ID: 19-2254 Tacoma Project Schedule/Requirements •Contract approved April 4, 2019; •Required to complete schematic designs by Sept. 30 2019 ; •Must secure 100-percent financing by April 30, 2020; •Start construction by Aug. 15, 2020. The project is supposed to open by the time revelers ring in the 2022 new year; •Milestones established for developer to meet for a successful development. 13Legistar ID: 19-2254 •Select one of the options proposed in the 2017 Architexasassessment; 2017 cost analysis concept numbers would need to be revisited; •Direct staff to conduct a Request For Information (RFI) to investigate and evaluate proposals from private and/or non-profit development to determine the desired adaptive re-use plan for the consideration of a future Request For Proposal (RFP), leading to: •Conduct Work Session for Council’s input regarding development of the proposed RFI; •Conduct Work Session to share final RFI material prior to release; or •Take no action at this time. Next Steps/Direction Legistar ID: 19-2254 14 Questions? 15 Sara Hensley Assistant City Manager City Manager’s Office Legistar ID: 19-2254 Legistar ID: 19-2254 16 Tacoma City Hall 17Legistar ID: 19-2254 Charlie Rosendahl Nov. 13, 2018City Hall West Committee Recommendation Building Photos2/ 16 Background:3/ 161927- Spanish Renaissance Revival StyleApprox. 24,600 square feetRecorded LandmarkPrior Renovations1960s- Central Fire Station1984- Police Station1995- PlanningVacated Nov. 2016Approx. $1 million of deferred maintenanceHVAC- $324,000Windows- $320,000Elevators- $180,000Flooring- $80,400Generator- $30,000Fire System- $25,000 Background:4/ 16Architexas - June 2017Council Options - Aug. 2017Establish Steering CommitteeRemoved option to renovate exterior onlyCHW Steering Committee - Nov. 201724 member committeeEight meetings held from Dec. 2017 to Oct. 2018Charge- To consider and advise the City Council on: Whether and to what extent CHW should be renovated Financial options Whether to lease CHW to another agency or private developer Determine future use or acceptable uses, programs, and/or activities Whether to seek or apply for grant funding Project Goals:5/ 16Preserve exteriorAdapt for community useAchieve standards for rehabilitationRehabilitate significant character defining space, including:East entrywayOriginal auditoriumOriginal truck roomMeet or exceed high environmental and energy efficiencyIntegrate/connect to downtown districtYouth friendlyCivic prideIncome production to offset operating cost Other Discussed Uses:6/ 16Housing Denton Historic Fire TruckVeterans Hall of Fame MuseumAntique Toy MuseumConvention and Visitors Bureau Committee Recommendation:7/ 16Follow a conceptual design and conceptual business plan based on a multipurpose community cultural center with the following potential uses:Auditorium - theater, weddings, corporate presentations, city meetings, etc.Downstairs - receptions, events, gallery space, museum displays, public meetings, corporate meetings, etc.Upper level - rentable office space, artist studios, or other city uses Conceptual Design:8/ 16Site PlanLandscaped Terrace at Main EntranceEvent Courtyard / ParkingLoading ZonesImproved Public Sidewalks and Landscaping Conceptual Design:9/ 16First (Lower) LevelEvent FacilityEvent Courtyard /ParkingEvent Facility KitchenLease spaceAccessible EntryAccessible ToiletService Elevator/LoadingStorageMechanical Conceptual Design:10 / 16Main LevelManagement OfficesBox OfficePerformance Hall LobbyPerformance Hall – 200-250 Seats w Flexible Seating Lower level w Backstage & Enlarged StageService ElevatorCo-Working SpaceOffice or Studio Lease SpaceMen & Women's Toilets Conceptual Design:11 / 16Second (Upper) LevelOffice/Studio Lease SpaceShared Conference RoomCommon Break RoomAccessible Toilet Conceptual Design:12 / 16Top LevelBalconyProjection & Sound Room Renovation Cost:13 / 16Estimated renovation cost - $6.63MConstruction - $5.69MDesign - $560,000FF&E - $380,000Timeline once funding is identified6-9 month design15-18 month constructionMajor renovation components:WindowsAuditoriumMultipurpose roomMechanical (HVAC, Elevators, etc.) Conceptual Business Plan:14 / 16Consultant hired to develop a business planBuilding uses are flexible to accommodate as much income generating rental opportunities as possibleAssumes management by a third partyAssumes a minimum $260,000 annual City subsidyYear 1Year 2Year 3Revenue $156,375 $212,000 $246,750Expenses 416,375 472,000 506,750Net Income (loss) (260,000) (260,000) (260,000)City Subsidy $260,000 $260,000 $260,000 Committee Recommendation:15 / 16Follow a conceptual design and conceptual business plan based on a multipurpose community cultural center with the following potential uses:Auditorium - theater, weddings, corporate presentations, city meetings, etc.Downstairs - receptions, events, gallery space, museum displays, public meetings, corporate meetings, etc.Upper level - rentable office space, artist studios, or other city uses Charlie RosendahlDirection:16 / 16Seeking direction on the next steps following the Steering Committee RecommendationIntermediate staff recommendationInclude funding in FY19-20 budget for window replacementEstimated cost- $320,000Reduces further damage to the building City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-001,Version:1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction on pending City Council requests for: (1)Ethics Ordinance Revision; (2)Tree Ordinance Revisions; and, (3)Tree Survey City of Denton Printed on 1/3/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office ACM: Sara Hensley DATE: January 7, 2020 SUBJECT Receive a report, hold a discussion, and give staff direction on pending City Council requests for: (1) Ethics Ordinance Revision; (2) Tree Ordinance Revisions; and, (3) Tree Survey 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: 1. Tree Survey a. Requestor: Council Member Meltzer b. Council Member Request: Provide a report of a cursory sizing of tree coverage on all City and Denton ISD owned parcels. Would want staff to identify any trees or stands of trees that might be candidates for landmarking. c. Information from Staff: Staff could complete this request in 3 hours using a GIS layer from the 2016 tree study. However, this data would be based on 2014 aerial photos so would be approximately 5 years old at this point. This survey however did not identify the age or species of trees which are required to determine whether a specific tree can be landmarked. In order to determine whether trees could be landmarked on City-owned or DISD property a tree survey would be required. For reference of cost for a survey, the 2016 Tree Study used primarily satellite images to perform the analysis and cost approximately $93,000. The City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com Urban Forester could conduct a targeted approach in survey trees that would be likely candidates for landmarking in areas with larger trees and species. For example, staff could survey trees in the area of City Hall which have larger, older trees and would be more likely to meet the criteria for landmarking. We could determine multiple areas like this and determine the approximate time to survey these areas in a future informal staff report. d. Date Requested: December 19, 2019 e. Requested Format for Response: Informal Staff Report 2. Tree Ordinance Revisions a. Requestor: Council Member Briggs b. Council Member Request: Work Session to discuss and give staff direction to revise the current Tree Ordinance. c. Staff Information: Council Member Briggs requested that this topic be broad so that it can inclusive of any other input that Council would like to include in the discussion. The current Tree Preservation and Landscape requirements are attached as Exhibit 3, and was adopted by the City Council on March 19, 2019. d. Date Requested: December 13, 2019 e. Requested Format for Response: Work Session 3. Ethics Ordinance Revision a. Requestor: Council Member Davis b. Council Member Request: Work session on amending Chapter 2, Article XI (Ethics), Sec. 2-269 (Definitions), to add the words "discussions, conversations, correspondence, or" and "polling places" to the definition of "Deliberations," to read as follows: "Deliberations: Discussions at the dais; voting as a member of the board or commission; or presentations as a member of the audience before any city board or commission; conversing or corresponding with other city officials or staff. This term does not apply to discussions, conversations, correspondence, or a general vote on a broad, comprehensive, or omnibus motion, such as approval of the city budget or polling places." c. Staff Information: The Ethics Ordinance is included as Exhibit 4 d. Date Requested: December 16, 2019 e. Requested Format for Response: Work Session EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Presentation Exhibit 3 – 35.13.7 – Tree Preservation and Landscape Requirements Exhibit 4 – Article XI. Ethics Respectfully submitted: Stuart Birdseye Assistant to the City Manager City Council Pending Requests for Information City Council Meeting January 7, 2020 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 2 of 5LegistarID: 20-001 January 7 ,2020 Item 1 •Tree Survey •Requestor: Council Member Meltzer •Council Member Request: Provide a report of a cursory sizing of tree coverage on all City and Denton ISD owned parcels. Would want staff to identify any trees or stands of trees that might be candidates for landmarking. •Information from Staff:Staff could complete this request in 3 hours using a GIS layer from the 2016 tree study. However, this data would be based on 2014 aerial photos so would be approximately 5 years old at this point. This survey however did not identify the age or species of trees which are required to determine whether a specific tree can be landmarked. In order to determine whether trees could be landmarked on City-owned or DISD property a tree survey would be required. For reference of cost for a survey, the 2016 Tree Study used primarily satellite images to perform the analysis and cost approximately $93,000. The Urban Forester could conduct a targeted approach in survey trees that would be likely candidates for landmarking in areas with larger trees and species. For example, staff could survey trees in the area of City Hall which have larger, older trees and would be more likely to meet the criteria for landmarking. We could determine multiple areas like this and determine the approximate time to survey these areas in a future informal staff report. 3 of 5LegistarID: 20-001 January 7 ,2020 Item 2 •Tree Ordinance Revisions •Requestor: Council Member Briggs •Council Member Request: Work Session to discuss and give staff direction to revise the current Tree Ordinance. •Staff Information:Council Member Briggs requested that this topic be broad so that it can inclusive of any other input that Council would like to include in the discussion. The current Tree Preservation and Landscape requirements are attached as Exhibit 3, and was adopted by the City Council on March 19, 2019. 4 of 5LegistarID: 20-001 January 7 ,2020 Item 3 •Ethics Ordinance Revision •Requestor: Council Member Davis •Council Member Request: Work session on amending Chapter 2, Article XI (Ethics), Sec. 2-269 (Definitions), to add the words "discussions, conversations, correspondence, or" and "polling places" to the definition of "Deliberations," to read as follows: "Deliberations: Discussions at the dais; voting as a member of the board or commission; or presentations as a member of the audience before any city board or commission; conversing or corresponding with other city officials or staff. This term does not apply to discussions, conversations, correspondence, or a general vote on a broad, comprehensive, or omnibus motion, such as approval of the city budget or polling places." •Staff Information:The Ethics Ordinance is included as Exhibit 4. 5 of 5LegistarID: 20-001 January 7 ,2020 35.13.7. - Tree Preservation and Landscape Requirements. A. Tree Preservation. 1. Purpose and Intent. The Denton Plan identifies the importance of environmental management. The purpose of these regulations is to promote the preservation of trees, tree stands, including but not limited to remnants of the Cross Timbers Forest and existing tree canopy, to protect trees during construction, to facilitate site design and construction that contribute to the long term viability of existing trees which improves environmental conditions, specifically to comply with air and water quality regulations, to increase property values and to develop a process to control the removal of trees. It is the fur ther purpose of this Subchapter to achieve the following broader objectives: a. Prevent untimely and indiscriminate removal or destruction of trees. b. Maintain and enhance a positive image of the City. c. Protect trees and promote the ecological, en vironmental and aesthetic values of the City. d. Preserve historic trees. e. Provide for a permitting and enforcement procedure. 2. Applicability. a. Unless exempt under Subsection C, this Subchapter shall apply to: i. Undeveloped land. ii. All property to be redeveloped including additions or alterations, bu t not including interior alterations or exterior alterations that do not change the footprint of the building, and that do not require the removal of trees. iii. Gas Well Development including but not limited to gas well transmission lines. iv. Right-of-way, streets, parks, and other public property under the jurisdiction of the City of Denton. b. To the extent there is a conflict between this Subsection and any other Subsection including but not limited to Subsection 35.17.9 (Upland Habitat Developme nt Standards) the more stringent requirement shall apply that preserves the largest quantity of trees. To the extent there is a conflict between this Subsection and Subsection 35.22.5.A.8.C (Watershed Production Requirements for wells located in Flood Fringe or other ESAs), the gas well regulations, which requires one to one (1:1) mitigation, shall apply. c. Exemptions. i. Developments that have a completed application on file for a final or Preliminary Plat for a single-family development or a Building Permit, whichever is applicable, as of the effective date of this Subchapter. ii. Any development for which construction has begun on infrastructure improvements pursuant to an approved three (3)-way construction contract, including roads, as of the effective date of this Subchapter. In the event that construction of all infrastructure improvements in such a development ceases for a continuous period of one hundred eighty (180) days or longer, this exemption shall cease to apply on the one hundred eighty-first (181st) day after cessation of construction unless the City accepts the infrastructure improvements. iii. Property on which a single-family or two-family residential dwelling unit(s) exists. iv. Trees located in the visibility triangle area, as defined in the Transportation Criteria Manual. v. Public Utilities may be exempted from these requirements upon filing route plans prior to tree removal or construction, which satis factorily demonstrate that the proposed installation lies within routes previously established by a current Master Plan for transportation or public utilities, or within an existing easement recorded prior to the effective date of this Subchapter. vi. Public Utilities have the right to trim, cut, and/or remove any and all trees that: (a) Interfere with or encroach upon the operations of existing public utilities; or (b) Create a safety issue for utility crews; or (c) Create a safety issue for the public. vii. City Landfill and Airport. viii. Nursery trees, including Christmas tree farms, that are planted and growing on the premises of a Wholesale Nursery that are intended for sale in the ordinary course of business. ix. Any tree determined to be diseased, dying, dead, creating a public nuisance or damaging a foundation by a qualified professional. x. Any tree determined to be causing a danger or be in hazardous condition as a result of a natural event such as tornado, storm, flood or other act of God that endangers the public health, welfare or safety and requires immediate removal. xi. Clearing of understory necessary to perform soil borings, boundary surveying of real property or to conduct tree surveys or inventories As long as the clearing for surveying shall not exceed a width of two (2) feet for general surv ey (i.e. of easement boundary, etc.) and eight (8) feet for survey of property boundary lines and any tree having a ten (10) inch dbh or greater shall not be r emoved under this exemption during such boundary or general surveying. xii. Capital Improvement Projects awarded prior to the effective date of this Subsection. xiii. Property zoned Rural Residential (RD-5) or Rural Commercial (RC). 3. Permit Required. a. No person, directly, or indirectly, shall cut down, destroy, remove or move, or intentionally destroy or damage any Quality Tree, Protected Tree, or Historic Tree without first obtaining a Tree Removal Permit and complying with the requirements of this Subsection. b. No grading shall take place on any undeveloped property that contains trees subject to this Subsection without obtaining a Tree Removal Permit. c. No heavy equipment shall be moved onto a site prior to all applicable permits being issued. d. Trees greater than three (3) inches dbh and not identified as a Quality Tree, Protect ed Tree, or Historic Tree within this Subsection may be removed with a Permit. e. Trees less than three (3) inches dbh and not identified as a Historic Tree may be removed without a Permit. f. A Permit is required for the removal of five (5) or more trees on a single-family lot. 4. Permit Review and Approval Process. a. The Director shall adopt rules establishing the requirements for the permitting and approval process in the Application Criteria Manual. The rules shall include information required by the Director to determine if the application is complete. b. A request for Tree Removal Permit shall be submitted and approved prior to the removal of any Quality Tree, Protected Tree, or Historic Tree in the City. c. A complete application shall be submitted along with the application fee, if required. The fees shall be established by City Council and published in the Application Criteria Manual. d. A Tree Inventory Plan and a Tree Replacement/Mitigation Plan, if required, must be submitted with the Tree Removal Permit application prepared by: i. A registered landscape architect; ii. An urban forester; iii. A botanist; iv. An arborist; or v. A professional land surveyor that has documented completion of at least eight (8) hours of training in Texas tree identification. e. Permits for tree removal issued in connection with a Building Permit or clearing and Grading Permit shall be valid f or the same period of time. Tree Removal Permits issued not in connection with a Building Permit or clearing and Grading Permit are valid for one hundred eighty (180) days. f. After the Tree Removal Permit is issued, the Permit holder shall post a tree protection sign, supplied by the City, at each entrance to the property and at any other location designated by the City. g. Upon the request of the applicant, the Planning Director shall be authorized to work with the owners, developers, and builders to make non-substantive changes, within the scope of the ordinance, to plans, permits, and other requirements throughout the development and construction processes that will provide the greatest reasonable tree survival. The decision of the Planning Director may be appealed by the applicant to the Planning and Zoning Commission under Subsection 35.3.5. h. The applicant may file an application for relief from the Tree Preservation/Mitigation requirements in this Subsection pursuant to Subsection 35.3.11 on gr ounds therein specified to the City Council within ten (10) calendar days of the posting of the decision by the DRC. The Council shall decide the petition based upon the criteria in Subsection 35.3.11. 5. Tree Designations. a. Protected Trees. Any healthy tree with an eighteen (18) inch or greater dbh and not in a Quality Tree Stand or a Mesquite, Bois D'Arc, Locust Hackberry and/or Cottonwood species. All trees greater than eighteen (18) inches dbh shall be considered a Protected Tree unless a detailed tree inventory is submitted by an applicant verifying the presence of Mesquite, Bois D' Arc, Locust Hackberry and/or Cottonwood species. b. Historic Trees. i. A Historic Tree is a healthy tree that stands at a place where an event of historic significance occurred that had local, regional, or national importance; or at the home of a citizen who is famous on a local, regional, or national basis. ii. A tree may also be considered historic if it has taken on a legendary stature to the community; mentioned in literature or documents of historic value; or considered unusual due to size, age or has landmark status. iii. The Historic Landmark Commission will make recommendations for Historic Tree designations to the Planning and Zoning Commission (which will conduct a public hearing and include property owner notification) for ultimate approval by the City Council. Upon designation, each tree shall be added to a Historic Tree Registry map to be maintained by the Director. c. Quality Trees. All healthy trees that have a dbh that is greater than six (6) inches, but is less than eighteen (18)inches and not within a Quality Tree Stand. All trees shall be considered Quality Trees unless a detailed tree inventory is submitted by an applicant identifying Secondary Trees. d. Quality Tree Stands. Three (3) or more contiguous Quality Trees whose canopies are generally clustered together creating a contiguous drip line. All Tree Stands shall be considered Quality Tree Stands unless a detailed tree inventory is submitted by an applicant identifying the tree stand as a Secondary Tree Stand. e. Large Secondary Trees. All healthy Mesquite, Bois Arc, Locust Hackberry and/or Cottonwood trees with an eighteen (18) inch or greater dbh. f. Secondary Trees. All healthy Mesquite, Bois D' Arc, Locust Hackberry and/or Cottonwood trees that have a dbh that is greater than six (6) inches, but is less than eighteen (18)inches. g. Secondary Tree Stands. Three (3) or more contiguous Secondary Trees whose canopies are generally clustered together creating a contiguous drip line. A Secondary tree stand must consist of a minimum eighty (80) percent of Secondary tree species. 6. Preservation. The following shall apply unless an application for relief is filed and appro ved under Subsection 35.3.11. a. Any tree designated as a Historic Tree shall be preserved. b. Any tree designated as a Protected Tree or a Large Secondary Tree shall be preserved unless mitigated under the requirements of Subsection 7. c. The minimum percentages of all dbh or percentage tree canopy of Quality Trees, Quality Tree Stands, Secondary Trees and Secondary Tree Stands that must be preserved as shown on Table 35.13.7.A and Table 35.13.7.B. d. All percentages relating to preservation stated within this section shall be based on the initial Tree Inventory Plan. Any subsequent redevelopment of property must minimally preserve the applicable percentage of the total dbh of quality trees as indicated by the initial tree survey. e. A notation shall be placed on the Site Plan or Final Plat identifying each Quality Tree, Quality Tree Stand, Protected Tree Secondary Tree, Secondary Tree Stand and/or Historic Tree required to be preserved under this Subsection. The notation shall limit any future unauthorized land disturbing activity or construction that would impact and/or damage the tree(s) to be preserved or protected. 7. Mitigation. If preservation cannot be reasonably achieved, then the following mitigation standards shall apply. a. Protected Trees and Large Secondary Trees may be removed if mitigated as identified on Table 35.13.7.A and Table 35.13.7.B. i. Exception: For applicants removing trees to facilitate installation of gas wells (including roads, pad sites, and gathering lines), gas transmission lines, or to facilitate installation of communications infrastructure or utilities which do not otherwise meet this code's definition of a Public Utility, the following mitigation standard shall apply instead, without regard to tree designation or lot type: For every six (6) inches dbh or larger tree removed, the applicant shall mitigate the removal by paying the established tree mitigation fee for twenty-five (25) percent of the total dbh removed for such six (6) inch dbh or larger trees. Fees must be paid prior to tree removal, pursuant to the procedures established by subsection 35.13.7.A.7.e. b. Quality Trees, Quality Tree Stands, Secondary Trees and Secondary Tree Stands may be removed in excess of the minimum preservation requirement provided the excess removal is mitigated as identified on Table 35.13.7.A and Table 35.13.7.B. i. Exception: For applicants removing trees to facilitate installation of gas wells (including roads, pad sites, and gathering lines), gas transmission lines, or to facilitate installation of communications infrastructure or utilities which do not otherwise meet this code's definition of a Public Utility, the following mitigation standard shall apply instead, without regard to tree designation or lot typ e: For every six (6) inches dbh or larger tree removed, the applicant shall mitigate the removal by paying the establish ed tree mitigation fee for twenty-five (25) percent of the total dbh removed for such six (6) inches dbh or larger trees. Fees must be paid prior to tree removal, pursuant to the procedures established by subsection 35.13.7.A.7.e. Table 35.13.7.A Preservation & Mitigation Requirements for Infill Lots Lot Size Historic Trees Protected Trees Quality Tree & Quality Tree Stands Large Secondary Trees Secondary Trees Less than ½ acre 100% Preserved None None None None ½ acre to 1 acre 100% If removed, mitigated at a 1:0.5 ratio. None If removed, mitigated at a 1:0.25 ratio. None 1 acre to 100% If removed, None If removed, mitigated None 2.0 acres mitigated at a 1:1 ratio. at a 1:0.5 ratio. Table 35.13.7.B Preservation & Mitigation Requirements for Non-Infill Lots Lot Size Historic Trees. Protected Trees Quality Tree & Quality Tree Stands Large Secondary Trees Secondary Trees Less than ½ acre 100% If removed, mitigated at a 1:0.5 ratio None If removed, mitigated at a 1:0.25 ratio. None ½ acre to 1 acre 100% If removed, mitigated at a 1:1 ratio. None If removed, mitigated at a 1:0.5 ratio. None 1 acre to 2.5 acres 100% If removed, mitigated at a 1:1.5 ratio. A minimum of 10% preserved in Single-family & Duplex Dwelling Developments:A minimum of 12.5% preserved in Multi-family and Non- residential developments. Up to 50% of the percentage required to be preserved may be mitigated under the requirements of this Subsection. at a 1:1 ratio. If removed, mitigated at a 1:0.75 ratio. A minimum of 5% preserved in Single-family & Duplex Dwelling Developments: A minimum of 6.25% preserved in Multi-family and Non-residential developments. Up to 50% of the percentage required to be preserved may be mitigated under the requirements of this Subsection. at a 1:0.5 ratio. Greater than 2.5 acres 100% If removed, mitigated A minimum of 20% preserved in Single-family & Duplex Dwelling Developments: A If removed, mitigated at a 1:1 A minimum of 10% preserved in Single-family & Duplex Dwelling at a 1:2 ratio. minimum of 25% preserved in Multi-family and Non- residential developments. Up to 50% of the percentage required to be preserved may be mitigated under the requirements of this Subsection. at a 1:1.5 ratio. ratio. Developments: A minimum of 12.5% preserved in Multi- family and Non-residential developments. Up to 50% of the percentage required to be preserved may be mitigated under the requirements of this Subsection. at a 1:0.75 ratio. c. Each replacement tree shall be a minimum of 2" caliper measured 6" above grade and at least 5' in height when planted. d. Upon completion of the three (3)-year landscape establishment period, for replacement trees, the City shall inspect the trees and determine whether ninety (90) percent of the trees are healthy and have a reasonable chance of surviving to maturity. Upon such a finding, the City shall release the currency, bond or letter of credit. In the absence of such a finding, the Applicant shall be notified to replace any unhealthy or dead trees. If the applicant does not take remedial steps to bring the property into compliance, the City shall make demand for payment on the cash bond, surety bond, or letter of credit. The City may use all legal remedies to enforce this Subchapter in addition to making demand on the security provided herein. e. Tree Fund. i. The City shall administer the Tree Fund. Tree Funds shall be used to purchase, plant and maintain trees, to preserve wooded property that remains in a naturalistic state in perpetuity, to perform and maintain a City-wide tree inventory and to educate citizens and developers on the benefits and value of trees, all within the City of Denton. The Tree Fund may also be used to support programs for the public purpose of increasing the tree canopy within the City of Denton as approved by City Council. ii. Proceeds from the Tree Fund shall not be used to meet any requirements for preservation, mitigation, landscaping, buffering, streetscaping, or similar requirements in the Denton Development Code and the Denton Code of Ordinances. iii. The applicant shall pay the fees established by City Council and published in the Development Review Fee Schedule in the Application Criteria Manual. The fee shall be based on the fair market value of materials and labor at the time of planting and the reasonable estimated cost f or maintenance and irrigation for a period of three (3) years. iv. Fees contributed to the Tree Fund shall be paid prior to the issuance of a Clearing and Grading Permit on all Commercial, Industrial, or Multi-Family Residential developments, prior to final approval of a Gas Well Development Plat and prior to filing a Final Plat in the Denton County Clerks Office for all Single- family Residential Subdivisions. v. Voluntary contributions for tree preservation shall be placed in the Tree Fund. f. Tree Trusts. i. Areas of a minimum of one (1) acre that have the characteristics of Cross Timber Forests are eligible to be classified as a Tree Trust. ii. Designation of a Tree Trust and transfer of tree credits shall be approved by the DRC Chairman. iii. Tree Trusts shall be preserved with a permanent easement that shall limit any future land disturbing activity or construction that would impact and/or damage the tree(s) and shall run with the land and be binding upon all successors and assigns of the current owner. Methods for the long-term conservation of said trees may include permanent conservation easements, restrictive covenants, or other such legal mechanisms. iv. Only portions of a Tree Trust not designated towards tree credit may be used for mitigation as identified in this Subsection. v. Trees that are required to be preserved in compliance with other development regulations shall not be credited towards the Tree Trust. vi. Areas that are un-developable, including but not limited to undeveloped floodplain, wetlands and riparian areas, shall not be designated as Tree Trusts. g. Areas that are un-developable, including but not limited to floodplain, wetlands and riparian areas, shall not be designated as Tree Trusts. 8. Alternative Tree Preservation Plan. An applicant may propose an Alternative Tree Preservation Plan which meets or exceeds the goals and objectives of this Subchapter but does not meet the st andards of this Subchapter. The Alternative Tree Preservation Plan provides the option to address the criteria through a flexible discretionary process reviewed by the Planning and Zoning Commission utilizing the Planning and Zoning Commission Procedure pr ocess outlined in Subchapter 3. a. Criteria for Approval. The goals and objectives which must be met, and by which the proposal will be judged are: i. The proposed Alternative Tree Preservation Plan adequately achieves, or is an improvement on, the intent of the requirements of this Subsection. ii. Assure quality development that fits in with the character of Denton. 9. Preservation Incentives. a. Tree Credits. i. All Quality Trees and Quality Tree Stands that are preserved beyond the minimum requirements identified in Table 35.13.7.A and Table 35.13.7.B shal l be credited towards landscape canopy requirements as identified in Table 35.13.7.C. ii. All Quality Tree Stands with existing understory that are preserved beyond the minimum requirements identified in Table 35.13.7.A and Table 35.13.7.B shall be credited towards landscape canopy requirements at a ratio of one to two (1:2). iii. Unless trees preserved are an integral part of the parking lot design, they will not be credited towards parking lot canopy requirements. iv. Unless trees preserved are an integral part of a required buffer design, they will not be credited towards buffer requirements. Table 35.13.7.C Credit Received towards landscape canopy requirements for Preservation Beyond Minimum Requirements Identified in Table 35.13.7.A and Table 35.13.7.B Tree Classification Credit Ratio Quality Tree 1:1.3 Quality Tree—Oak Species 1:1.5 Quality Tree Stands without understory 1:1.55 Quality Tree Stands consisting of a minimum 90% Oak Species 1:1.75 Quality Tree Stands with understory 1:1.8 Quality Tree Stands consisting of a minimum 90% Oak Species with understory 1:2 b. Parking Spaces. For every twelve (12) dbh of Quality Tree(s) that have been protected on sit e, beyond the minimum requirements identified in Table 35.13.7.A and Table 35.13.7,B one (1) parking space may be added to or subtracted from the required number of parking spaces up to a fifteen (15) percent increase or decrease. Upon the approval of the Director of Planning and Development, a waiver of up to thirty (30) percent may be granted. c. Parking Lot Design. The Director of Planning and Development may allow parking lot design and parking lot landscaping requirements to vary from adopted standards to preserve existing trees. d. Subdivision Design. The following incentives may be approved by the DRC Chairman and must be commensurate with the quality and character of the trees to be preserved: i. Block length may be increased up to twenty five (25) percent. ii. Cul De Sac length may be increased up to twenty five (25) percent. iii. Alternative sidewalk locations. iv. Offset street location within a right-of-way. e. Other Incentives. The employment of the following incentives must be approved by City Council and must be commensurate with the quality and character of the trees to be placed within a conservation easement or otherwise conserved and the extent to which the preserved land contributes to the preservation of the remnants of the Cross Timber Forest. Incentives may include but are not limited to: i. Fee waivers or credits, ii. Reduced open space/park land dedication requirements, iii. Reduction of monetary assessments relative to agricultural rollback taxes, iv. Tax abatements, v. Tax Increment Financing, vi. Chapter 380 grant of money, vii. Transfer of Development Rights, and/or viii. Purchase of Development Rights—purchase by Government or Trust. 10. Enforcement. a. The City Arborist, Building Official or an authorized representative of the City shall have the authority to place a Stop Work Order on any activity involving the removal of Protected Tree(s), Protected Tree Stand, Historic Tree(s) Quality Tree(s) or Quali ty Tree Stand(s) or that may otherwise endanger trees contrary to the provisions of this Subsection and applicable Criteria Manuals. The Building Official may deny all Permits and Certificates of Occupancy for any site which is not in compliance with this Subsection and applicable Criteria Manuals. b. A person is criminally responsible for a violation of this subsection if the person removes, assists in the removal or causes the removal of a tree without complying with the requirements of this subsection or owns part or all of the land where the violation occurs. c. Each tree removed in violation of this Subsection shall constitute a distinct and separate offense. d. Each tree preserved or planted under this Subsection that is removed, destroyed or dies within three (3) years of approval shall constitute a distinct and separate offense. e. It shall be an affirmative defense that trees are injured or destroyed by natural causes, natural disasters, including but not limited to tornadoes, straight -line winds, ice storms, fire, floods, hail, or lightning strikes, or through the independent unauthorized actions of third parties. f. The enforcement and penalty provisions of Subsection 35.1.10.4 shall apply to this Subsection. B. Landscape and Tree Canopy Requirements. The following requirements shall apply to all developments, except single- and two-family lots within residential developments: 1. The percentages of Landscape and Tree Canopy requirements are listed in the table entitled Landscape and Tree Canopy Requirements. 2. Landscape Installation and Maintenance. a. Landscaping installed as part of the requirements of the landscape standards must be maintained in a healthy, growing condition at all times. b. The property owner is responsible for regular weeding, mowing of grass, irrigating, fertilizing, pruning, litter removal, and other maintenance as needed for all plantings. c. Any tree that is planted as required or preserved for canopy coverage that die s must be removed immediately and replaced with an approved tree in the appropriate planting season. d. Failure to replace any approved or required landscaping is a violation of this Subchapter. 3. All properties shall install automatic irrigation syst ems. The Director may waive the irrigation system requirement if a landscaping plan is approved that includes drought tolerant plants or a xeriscape design. 4. The following may count towards meeting the Landscape and Tree Canopy requirements: a. Undisturbed vegetative areas. b. Environmentally sensitive areas. c. Landscaping in the adjacent public right-of-way. d. Plazas and pedestrian circulation areas if constructed with pervious material. e. A percentage of parking areas if constructed with brick pavers or pervious pavement systems as approved by the Director of Planning and Development. 5. Landscape Areas. Landscape area is the portion of a site which is not defined as "lot coverage". 6. Tree Canopy. Tree canopy is measured by computing the area that the mature canopy will encompass, based on the Tree List contained in the Site Design Criteria Manual. The mature canopies shall be estimated for existing trees on site. Any tree not on the Tree List shall be estimated by use of standard landscaping references. 7. Artificial Lot Line. An artificial lot is intended to provide administrative relief for large sites that will achieve planting areas that exceed substantially more than twenty (20) percent of gross platted lot area after development is completed. The use of artificial lots are limited by the following: a. If the platted property is over two (2) acres in size, the applicant may request permission to create an "artificial lot" to satisfy the requirements of this Subchapter. b. The Director of Planning and Development shall approve the creation of an artific ial lot only if the spirit and intent of this chapter will not be violated. If approved by the Director, artificial lot lines shall be indicated on the proposed Landscape Plan and shall contain, at minimum, the total amount of impervious surface coverage, plus twenty (20) percent of the area inside the artificial lot reserved for required planting area. c. The area within the artificial lot lines shall provide trees and landscaping in compliance with the requirements of this section, and may not extend be yond the property boundaries of a single platted lot. d. The area outside the artificial lot shall be maintained a s planting area with live vegetation determined by the applicant. No trees located outside the artificial lot lines may be used for tree credits. e. The artificial lot lines shall include areas that are adjacent to a public right -of-way or are necessary to accomplish buffering of adjacent properties. Landscape and Tree Canopy Requirements Districts Percent Landscape Percent Tree Canopy area Cover Rural RD-5 Rural Residential 75% 25% RC Rural Commercial 65% 35% Neighborhood Residential NR-1 Neighborhood Residential 1 70% 50% NR-2 Neighborhood Residential 2 70% 50% NR-3 Neighborhood Residential 3 50% 50% NR-4 Neighborhood Residential 4 40% 50% NR-6 Neighborhood Residential 6 40% 50% NRMU- 12 Neighborhood Residential Mixed Use 12 40% 45% NRMU Neighborhood Residential Mixed Use 20% 40% Downtown University Core DR-1 Downtown Residential 40% 45% DR-2 Downtown Residential 25% 25% DC-N Downtown Commercial Neighborhood 20% 25% DC-G Downtown Commercial General 15% 20% Community Mixed Use Centers CM-G Community Mixed Use General 20% 30% CM-E Community Mixed Use employment 15% 30% Regional Mixed Use Centers RCR-1 Regional Center Residential 1 45% 45% RCR-2 Regional Center Residential 2 25% 30% RCC-N Regional Center Commercial Neighborhood 15% 30% RCC-D Regional Center Commercial Downtown 10% 20% Employment Centers EC-C Employment Centers Commercial 20% 30% EC-I Employment Centers Industrial 15% 30% Industrial Centers IC-E Industrial Centers Employment 20% 15% IC-G Industrial Centers General 10% 15% C. Street Tree Requirements All development, with the exception of estate style single-family subdivisions shall be required to plant street trees in accordance with the following standards and in accordance to the Site Design Criteria Manual. Estate style single-family subdivisions are those subdivisions that utilize barrow ditches as drainage along streets, on public or private streets. The Director of Planning and Development may approve alternative plans due to special site conditions, which may, for reasons such as safety, site conditions, or existing trees on the lot, affect the ability to meet these regulations. 1. Street Tree Plan. All development shall be required to submit a master street tree plan noting location, number, and species of trees to be used within the deve lopment. 2. Location. Street trees shall be located between the street and sidewalk, except in cases where there is a designated planting strip in the right-of-way, or the sidewalk is greater than eight (8) feet wide and designed to accept trees in tree wells. 3. Number and Spacing. Street trees shall be planted by the following requirements: a. Spacing along street. i. Single-family Residential—spacing of street trees within single-family residential developments shall be conducted as follows: 1) One (1) tree per lot, evenly spaced, for developments with lots less than sixty (60) linear feet of street frontage. 2) Two (2) trees per lot, evenly spaced for developments with lots greater than sixty (60) linear feet of street frontage. 3) Corner lots for all single-family developments shall require two (2) or more street trees, evenly spaced, depending on the length of frontage on each street for such lots. ii. Multi-Family Residential, Townhome and Non-residential Developments— spacing of street trees within multi-family residential, townhome or non- residential developments shall be one (1) tree for every forty-five (45) linear feet of street frontage. iii. Corner lots—street trees on corner lots for all developments shall be located a minimum of twenty-five (25) feet from the property corner adjacent to the street right-of-way intersection. b. Spacing from Utilities. i. Water and Wastewater Service Lines—no trees shall be planted closer than nine (9) feet from any underground water or wastewater utility connection or main. The location of the water and wastewater utility line shall be considered, for distance purposes, to be the surface of the ground above the line. ii. Fire hydrants—no trees shall be planted closer than ten (10) feet from any fire hydrant. iii. Street lighting—street lighting instruments shall be installed according to the design criteria of the electric utility. Individual street light instruments may be substituted in the place of individual street trees in order to reduce tree/instrument conflict. iv. Within planting strip—all street trees shall be planted within the centerline of the planting strip running parallel between the curbline and sidewalk. v. Root Barrier System—spacing requirements from utilities may be reduced at the discretion of the Development Review Committee Chair with a street tree plan submitted and approved which would include the installation of root barrier systems approved of by the Water or Wastewater Department. c. Spacing from Driveways—no trees shall be planted closer than five (5) feet from any driveway. 4. Tree Species. a. Street Tree Species Type—tree species to be used for street trees will come from the City of Denton tree list and be of a medium or large tree variety. b. Species Diversity—street tree species shall be of the same variety along an individual block. The same species of tree shall not be used on streets which are generally parallel and within two (2) blocks apart. If a species of tree is approved to be installed on the dead-end street, the same species of tree should be used on the extension of the street into the new subdivision. 5. Maintenance. a. Street trees shall be maintained by the adjoining property owner. It is the adjoining property owner's responsibility to thin, prune, spray, water and fertilize, and otherwise maintain street trees, as may be deemed necessary and feasible. All incurred costs are to be borne by the property owner. b. Tree Canopy height—The street tree shall be maintained by pruning, thinning and other necessary care by the adjacent property owner to ensure a minimum clearance of fifteen (15) vertical feet from the curbline to any intruding canopy branches. c. Removal of Trees or Plantings in Public Right-of-Way: The City may remove any planting which constitutes a hazard or may endanger the health, well-being or property of the public or which constitutes an obstruction to the vision of traffic. d. Tree Replacement: The City may replace an approved street tree or other planting which has died or may have been removed for any reason, or plant additional street trees deemed appropriate and consistent with available resources. e. Abuse or Mutilation: It shall be unlawful for any person to break, destroy, or mutilate any approved street tree, or to set fire or permit any fire to cause damage to any portion of any street tree, or to attach or place any rope or wire, sign, poster or other device on any street tree. ARTICLE XI. - ETHICS DIVISION 1. - GENERAL Sec. 2-265. - Authority. This article is enacted pursuant to the authority granted to the city under section 14.04 of the Charter. (Ord. No. 2018-757, § 2(Att. A), 5-1-18) Sec. 2-266. - Purpose. The purpose of this article is to foster an environment of integrity for those that serve the City of Denton and our citizenry. The city council enacted this article in order to increase public confidence in our municipal government. It is the policy of the city that all city officials and employees shall conduct themselves in a manner that assures the public that we are faithful stewards of the public trust. City officials have a responsibility to the citizens to administer and enforce the City Charter and city ordinances in an ethical manner. To ensure and enhance public confidence in our municipal government, each city official must strive not only to maintain technical compliance with the principles of conduct set forth in this article, but to aspire daily to carry out their duties objectively, fairly, and lawfully. Furthermore, this article was enacted to ensure that decision makers provide responsible stewardship of city resources and assets. It is not the purpose of this article to provide a mechanism to defame, harass or abuse their political opponents, or publicize personal grudges. Rather, this article is intended to provide a framework within which to encourage ethical behavior, and enforce basic standards of conduct while providing due process that protects the rights of the complainant and the accused. (Ord. No. 2018-757, § 2(Att. A), 5-1-18) Sec. 2-267. - Prospective. This article shall apply prospectively, and shall not sustain any complaints based on acts or omissions alleged to have taken place prior to May 15, 2018. (Ord. No. 2018-757, § 2(Att. A), 5-1-18) Sec. 2-268. - Applicability. This article applies to the following persons: (a) City officials; (b) Former city officials whose separation from city service occurred less than one (1) year from the date of the alleged violation of this article. Application of this article to former city officials shall be limited to alleged violations: (1) That occurred during the term as a city official; (2) Of the prohibition on representing others for compensation (section 2-273(d)(2)); or (3) Of the prohibition of subsequent work on prior projects (section 2-273(h)); (c) Vendors; and (d) Complainant(s), who must comply with this article's procedures and the prohibition on frivolous complaints. (Ord. No. 2018-757, § 2(Att. A), 5-1-18) Sec. 2-269. - Definitions. The following words, terms, and phrases, when used in this article, shall have the meanings ascribed to them in this section, except where the context clearly indicates a different meaning : Accepted complaint: A sworn allegation of a violation of this article after the required documentation has been submitted to the city auditor and determined to be administratively complete. Accused: A city official who has been charged in a complaint with having violated this article. Actionable complaint: An accepted complaint that has been deemed by a panel to contain allegations and evidence that, if accepted as true, would support a finding that a violation of this article occurred. Advisory opinions: Written rulings regarding the application of this article to a particular situation or behavior. Article: This chapter 2, article XI of the Code of Ordinances for the City of Denton. Baseless complaint: A complaint that does not allege conduct that would constitute a violation of this article, or that does not provide evidence that, if true, would support a violation of this article. Board of ethics: The oversight entity established by the council to administer this article. Business entity: A sole proprietorship, partnership, firm, corporation, holding company, joint-stock company, receivership, trust, political subdivision, government agency, university, or any other entity recognized by law. Candidate: A person who has filed an application for a place on a ballot seeking public office, or one who has publicly announced the intention to do so. Charged: To be charged with a violation of this article is to have an accepted complaint deemed actionable. City: The City of Denton in the County of Denton and State of Texas. City auditor: The person appointed to serve in the capacity provided for by section 6.04 of the City Charter, or their designee and clerical staff acting in the city auditor's absence. City official: For purposes of this article, the term consists of the council members, department heads, or member of the board of ethics, planning and zoning commission members, board of adjustment, historic landmark commission, or public utilities board. Code: The Code of Ordinances of the City of Denton, Texas, as such Code may be amended from time to time. Complainant: The human individual who submitted a complaint to the city. Complaint: Written documentation submitted to the city accusing a city official of violating this article. Confidential information: Any written information that could or must be excepted from disclosure pursuant to the Texas Public Information Act, if such disclosure has not been authorized; or any non - written information which, if it were written, could be excepted from disclosure under that Act, unless disclosure has been authorized by the city council or city manager. Council: The governing body of the City of Denton, Texas, including the mayor and city council members. Deliberations: Discussions at the dais; voting as a member of the board or commission; or presentations as a member of the audience before any city board or commission; conversing or corresponding with other city officials or staff. This term does not apply to a general vote on a broad, comprehensive, or omnibus motion, such as approval of the city budget. Department heads: The employees appointed by the city council, those being the city manager, city auditor, city attorney, and municipal court judge. Former city official: A city official whose separation from city service occurred less than one (1) year from the date of an alleged violation of this article. Frivolous complaint: A sworn complaint that is groundless and brought in bad faith, or groundless and brought for the purpose of harassment. Interfere: A person interferes with a process or activity pertaining to this article when they intentionally and wrongfully take part in, or prevent, a city process or activity from continuing or being carried out properly or lawfully. Panel: An ad hoc subcommittee of the board of ethics consisting of three (3) members assigned by the chairperson or designated by the city auditor (as applicable) on a rotating basis, at least one (1) of which is an attorney or retired jurist. Pending matter: An application seeking approval of a permit or other form of authorization required by the city, state, or federal law; a proposal to enter into a contract or arrangement with the city for the provision of goods, services, real property, or other things of value; a case involving the city that is (or is anticipated to be) before a civil, criminal, or administrative tribunal. Person: Associations, corporations, firms, partnerships, bodies politic, and corporate, as well as individuals. Recklessly: A person acts recklessly when they are aware of but consciously disregard a substantial and unjustifiable risk that a certain result is probable from either their conduct, or in light of the circumstances surrounding their conduct. The risk must be of such a nature and degree tha t to disregard it constitutes a gross deviation from the standard of care that an ordinary person would exercise under the circumstances. Relative: A family member related to a city official within the third (3rd) degree of affinity (marriage) or consanguinity (blood or adoption). Shall: A mandatory obligation, not a permissive choice. Special counsel: An independent, outside attorney engaged by the city to advise the city as an organization and/or the board of ethics. Vendor: A person who provides or seeks to provide goods, services, and/or real property to the city in exchange for compensation. This definition does not include those property owners from whom the city acquires public right-of-way or other real property interests for public use. (Ord. No. 2018-757, § 2(Att. A), 5-1-18) Sec. 2-270. - Cumulative and non-exclusive. This article is cumulative of and supplemental to all applicable provisions of the City Charter, other city ordinances, and state/federal laws and regulations. Compliance with this article does not excuse or relieve any person from any obligation imposed by any other rule. Attempts to enforce this article shall not be construed as foreclosing or precluding other enforcement options provided by other law. (Ord. No. 2018-757, § 2(Att. A), 5-1-18) DIVISION 2. - RULES OF CONDUCT Sec. 2-271. - Expectations. The following list conveys the city council's expectations for city officials. These expectations are aspirational, and shall not serve as the basis for a complaint. (a) City officials are expected to conduct themselves in a manner that fosters public trust. (b) City officials are charged with performing their public duties in a way that projects a high level of personal integrity and upholds the integrity of the organization. (c) City officials must avoid behavior that calls their motives into question and erodes public confidence. (d) City officials shall place the municipality's interests and the concerns of those the city serves above private, personal interests. (e) Those who serve the city are expected to value honesty, trustworthiness, diligence, objectivity, fairness, due process, efficiency, and prudence as values the city professes. (f) City officials must balance transparency with the duty to protect per sonal privacy and preserve the confidential information with which the city has been entrusted. (g) It is neither expected nor required that those subject to this article relinquish or waive their individual rights. (Ord. No. 2018-757, § 2(Att. A), 5-1-18) Sec. 2-272. - Mandates. (a) Duty to report. City officials shall report any conduct that the person knows to be a violation of this article. Failure to report a violation of this article is a violation of this article. For purposes of this section, submittal of a complaint or a report made to the fraud, waste, or abuse hotline shall be considered to be a report under this section. A report to the hotline may remain anonymous unless disclosed by the caller. (b) Financial disclosures. All candidates for city council, including candidates for mayor, shall file financial information reports as required by, and in accordance with, state law. All prospective vendors and city officials shall file disclosure forms as required by, and in accordance with, state law. (c) Business disclosures. When a pending matter is before the city official, and the city official has knowledge of being a partner with one of the owners of the business interest with the pending matter, all city officials shall file with the city auditor a report listing the known names of human individuals with whom the city official or the city official's spouse is named partner in the following types of businesses: General partnership, limited partnershi p, limited liability partnership, or limited liability corporation, or professional corporation. Annual reports shall be submitted within ninety (90) days of taking office. Failure to submit a report shall not serve as a basis for a complaint unless the city official fails to submit a report within thirty (30) days of being provided written notification of the omission. Neither the existence of a business relationship as described in this section, nor the submission of a report required by this section shall prevent a city official from participating in deliberations on matters pending before the city absent a conflicting interest. (Ord. No. 2018-757, § 2(Att. A), 5-1-18) Sec. 2-273. - Prohibitions. (a) Conflicts of interest: (1) Deliberation prohibited. It shall be a violation of this Code for a city official to knowingly deliberate regarding a pending matter for which the city official currently has a conflicting interest. City officials with a current conflicting interest in a pending matter must recuse themselves and abstain from deliberations. It is an exception to this recusal requirement if the city official serves on the city council, planning and zoning commission, board of ethics, historic landmark commission, public utilities board, or board of adjustment; and a majority of the members of that body is composed of persons who are likewise required to file (and who do file) disclosures on the same pending matter. (2) Disclosure required. If a city official has a conflicting interest in a pending matter, the city official shall disclose the nature of the conflicting interest by filing a sworn statement with the city auditor. Disclosures under this subsection shall be for the time period, including the previous calendar year, and up to date where the conflicting interest arises before the city official. (3) Definition of conflicting interest. For purposes of this article, the term is defined as follows: Conflicting interest: A stake, share, equitable interest, or involvement in an undertaking in the form of any one (1) or more of the following: a. Ownership of five (5) percent or more voting shares or stock in a Business Entity; b. Receipt of more than six hundred dollars ($600.00) in gross annual income from a business entity, as evidenced by a W -2, 1099, K-1, or similar tax form; c. Ownership of more than six hundred dollars ($600 .00) of the fair market value of a business entity; d. Ownership of an interest in real property with a fair market value of more than six hundred dollars ($600.00); e. Serves on the board of directors or as an officer of a business entity, unless the city official was appointed to that position by the city council; and/or f. Serves on the board of directors (i.e., governing body) or as an officer of a nonprofit corporation or an unincorporated association, unless the city official was appointed to th at position by the city council. A city official is considered to have a conflicting interest if the city official's relative has a conflicting interest. The term conflicting interest does not include ownership of an interest in a mutual or common investment fund that holds securities or assets unless the city official participates in the management of the fund. (b) Gifts. (1) General. It shall be a violation of this article for a city official to ac cept any gift that might reasonably tend to influence such officer in the discharge of official duties. (2) Specific. It shall be a violation of this article for a city official to accept any gift for which the fair market value is greater than fifty dollars ($50.00). It shall be a violation of this article for a city official to accept multiple gifts for which the cumulative fair market value exceeds two hundred dollars ($200.00) in a single fiscal year. (3) It shall be a violation of this article for a vendor to offer or give a gift to a city official exceeding fifty dollars ($50.00) per gift, or multiple gifts cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year. (4) Definition of gift. Anything of monetary value, including but not limited to cash, personal property, real property, services, meals, entertainment, and travel expenses. (5) Exceptions. This definition shall not apply to the following, which are allowed under this article: a. A lawful campaign contribution; b. Meals, lodging, transportation, entertainment, and related travel expenses paid for (or reimbursed by) the city in connection with the city official's attendance at a conference, seminar or similar event, or the coordinator of the event; c. Meals, lodging, transportation, or entertainment furnished in connection with public events, appearances, or ceremonies related to official city business, nonprofit functions, or charity functions, or community events, if furnished by the sponsor of such events (who is in attendance); d. Complimentary copies of trade publications and other related materials; e. Attendance at hospitality functions at local, regional, state, or national association meetings and/or conferences; f. Any gift that would have been offered or given to the city official because of a personal, familial, professional relationship regardless of the city official's capacity with the city; f. Tee shirts, caps, and other similar promotional material; and h. Complimentary attendance at political, nonprofit, or charitable fund raising events. (6) Donations. It is not a violation under this article for a city official to accept a gift prohibited by this article on behalf of the City of Denton. Conveyance of a gift prohibited by th is article to the City of Denton or a nonprofit corporation cures any potential violation. (7) Reimbursement. It is not a violation under this article for a city official to accept a gift prohibited by this article and promptly reimburse the person the a ctual cost or fair market value of the gift. (c) Outside employment. (1) Applicability of section. This subsection applies to department heads. (2) Prohibition. It is a violation of this article for a department head to solicit, accept, or engage in concurrent outside employment which could reasonably be expected to impair independence of judgment in, or faithful performance of, official duties. (3) Disclosure and consent. It is a violation of this article for a department head to accept employment from any person other than the city without first disclosing the prospective employment arrangement in writing to the mayor and receiving the mayor's written consent. (d) Representation of others. (1) Current city officials. It shall be a violation of this article for a city official to represent for compensation any person, group, or entity before a board or commission of the city. For purposes of this subsection, the term compensation means money or any other thing of value that is received, or is to be received, in return for or in connection with such representation. (2) Former city officials. It shall be a violation of this article for a city official to represent for compensation any person, group, or entity before the city council or a board, commission, or staff of the city for a period of one (1) year after termination of official duties. This prohibition applies to representation in the form of advocacy or lobbying regarding discretionary approvals of the city, not routine, ministerial actions. For purposes of this subsection, the term compensation means money or any other thing of value that is received, or is to be received, in return for or in connection with such representation. The prohibition in this subsection solely applies to the former city official, and shall not be construed to apply to other affiliated persons. This subsection does not apply to former city officials who represent others for compensation in the course of applying for non-discretionary, ministerial permits and routine approvals. It shall be an exception to this article when the former city official is employed by or owns a small business which existed before the former city official commenced service as a city offi cial and is the sole source of specialized knowledge or expertise necessary within that small business, and that knowledge or expertise is necessary to transact business with the city. (e) Improper influence. It shall be a violation of this article for a city official to use such person's official title/position to: (1) Secure special privileges or benefits for such person or others; (2) Grant any special consideration, treatment, or advantage to any citizen, individual, business organization, or group beyond that which is normally available to every other citizen, individual, business organization, or group; (3) Assert the prestige of the official's or employee's city position for the purpose of advancing or harming private interests; (4) State or imply that the city official is able to influence city action on any basis other than the merits; or (5) State or imply to state or local governmental agencies that the city official is acting as a representative of the city, as an organization, or as a representative of the city council without first having been authorized by the city council to make such representation (except the mayor, city manager, and city attorney). (f) Misuse of information. (1) Personal gain. It shall be a violation of this article for a former city official to use any confidential information to which the city official had access by virtue of their official capacity and which has not been made public concerning the property, operations, polici es, or affairs of the city, to advance any personal or private financial interest of any person. (2) Confidential information. It shall be a violation of this article for a city official to intentionally, knowingly, or recklessly disclose any confidential information gained by reason of the city official's position concerning the property, operations, policies, or affairs of the city. This rule does not prohibit the reporting of illegal or unethical conduct to authorities designated by law. (g) Abuse of resources. It shall be a violation of this article for a city official to use, request , or permit the use of city facilities, personnel, equipment, software, supplies, or staff time for private purposes (including political purposes), except to the extent and according to the terms that those resources are generally available to other citizens and the city officials for official city purposes. (h) Abuse of position. It shall be a violation of this article for any city official to engage in the following: (1) Harassment and discrimination. Use the official's position to harass or discriminate against any person based upon ethnicity, race, gender, gender identity, sexual orientation, marital status, parental status, or religion. (2) Interference. Interfere with any criminal or administrative investigation alleging the violation of any provision of this article, the City Charter, administrative policy, or executive order in any manner, including but not limited to seeking to persuade or coerce city employees or others to withhold their cooperation in such investigation is a violation of this article. (i) Subsequent work on prior projects. It shall be a violation of this article for any former city official, within one (1) year of the cessation of official duties for the city, to perform work on a compensated basis relating to a city contract or arrangement for the provision of goods, services, real property, or other things of value, if while in city service the former city official personally and substan tially participated in the negotiation, award or administration of the contract or othe r arrangement. This section does not apply to a city official whose involvement with a contract or arrangement was limited to deliberations as a member of the city counc il, planning and zoning commission, board of adjustment, historic landmark commission, or public utilities board. (Ord. No. 2018-757, § 2(Att. A), 5-1-18) DIVISION 3. - IMPLEMENTATION Sec. 2-274. - Staffing. (a) City auditor. The city auditor's office shall be responsible to provide staff and clerical support to the board of ethics to assist in the implementation and enforcement of this article. The degree of support required shall be at the discretion of the city auditor. Nothing herein creates a duty for the city auditor to enforce this article. Furthermore, this article shall not be construed as requiring the city auditor to investigate allegations of violations of this article submitted via the fraud, waste, or abuse hotline. (b) Conflicts log. The city auditor's office shall, in cooperation with the city secretary's office, mainta in a conflicts log on an ongoing basis listing the conflicting interests disclosed by city officials in accordance with this article. The log is a public record. The city auditor is neither authorized nor required to inspect or act upon the content of the conflicts log. (c) City manager. If a complaint accuses the city auditor of violating this article, the duties of the city auditor under this article shall be performed by the city manager for purposes of processing that complaint. (Ord. No. 2018-757, § 2(Att. A), 5-1-18) Sec. 2-275. - Legal counsel. (a) City attorney. The city attorney shall provide legal support to the city auditor and the board of ethics in the administration of this article. Nothing herein shall be construed to limit the authority of the city attorney to render legal guidance in accordance with the city attorney's professional obligations and standards. (b) Special counsel. Independent, outside legal services shall be engaged by the city attorney on the city's behalf to provide legal support to the city auditor and the board of ethics when: (1) In the city attorney's discretion it is necessary in order to comply with the Texas Disciplinary Rules of Professional Conduct (for lawyers), or is in the best interest of the city; or (2) When the city council deems special counsel is necessary. (Ord. No. 2018-757, § 2(Att. A), 5-1-18) Sec. 2-276. - Training. (a) Curriculum. The city auditor shall approve a training program that provides an introduction and overview of the expectation, mandates, and prohibitions provided for by this article. (b) Orientation. City officials shall complete a training session regarding this article within ninety (90) days of commencing their official duties. (c) Annual. City officials shall complete an annual training session regarding this article. (d) Exiting officials. Information shall be provided to city officials terminating their city service regarding the continuing restrictions on the representation of others by certain former city officia ls. (Ord. No. 2018-757, § 2(Att. A), 5-1-18) Sec. 2-277. - Board of ethics. (a) Creation. There is hereby created a Board of Ethics for the City of Denton. (b) Appointment. The board of ethics shall be appointed by majority vote of the city council. (c) Number. The board of ethics shall consist of seven (7) regular members, and three (3) alternate members. (d) Terms. Board of ethics members (regular and alternates) shall be appointed for two (2) year, staggered terms. Members may be reappointed for successive terms. Appointment to fill a vacancy shall be for the remainder of the unexpired term. Members of the inaugural board of ethics shall draw straws to determine which three (3) members shall receive an initial term of one (1) year in order to stagger terms. In total, members may only serve three (3) consecutive terms. A member may be reappointed no sooner than one (1) year after expiration of a previous term. (e) Eligibility. Membership on the board of ethics is limited to residents of the City of Denton. Preference in appointments shall be given to professionals such as attorneys, architects, engineers, doctors, teachers, pastors, mediators, retired jurists, licensed professional counselors, and those with licenses demonstrating high levels of education or master craftsmanship in the building trades. The board shall be comprised of at least three (3) members who are attorneys or retired jurists. (f) Ineligibility. The following shall disqualify a person from serving on the board of ethics: (1) Current service as a city official; (2) Separation from city service as a city official within two (2) years of the appointment; (3) Familial relations to a city official within the third (3rd) degree of affinity (marriage) or consanguinity (blood or adoption); (4) Current service as an elected official in Denton County; and/or (5) Conviction of a felony or crime of moral turpitude. (g) Alternates. Alternate members of the board of ethics shall attend meetings only upon request by the city auditor's office. The role of an alternate is to participate in meetings of the board of ethics as a replacement for a regular member who is absent or abstaining. (h) Scope of authority. The board of ethic's jurisdiction shall be limited to implementation an d enforcement of this article, and shall include the authority to administer oaths and affirmations, issue and enforce limited subpoenas to compel the attendance of witnesses and the production of testimony, evidence, and/or documents as is reasonably rele vant to the actionable complaint, as provided by the City Charter. The issuance and enforcement of subpoenas shall be only upon a majority vote of the board of ethics, in accordance with the rules of procedure, and enforcement shall be through any of the sanction options listed herein. (i) Amendments. The board of ethics may recommend amendments to this article. A recommendation from the board of ethics is not required for the city council to exercise its discretion in amending this article. (j) Officers. At the first meeting of each fiscal year the board of ethics shall select from among its members a chairperson and vice-chairperson. (k) Rules of procedure. The board of ethics shall adopt rules of procedure governing how to conduct meetings and hearings. Such procedural rules are subject to confirmation or modification by the city council. (l) Removal. The city council may, by a vote of two-thirds (⅔), remove a member of the board of ethics for cause. Justifications warranting removal for cause shal l include neglect of duty, incompetence, gross ignorance, inability or unfitness for duty, or disregard of the Code of Ordinances. (Ord. No. 2018-757, § 2(Att. A), 5-1-18; Ord. No. 2018-1043, § 2(Att. A), 6-26-18) Sec. 2-278. - Advisory opinions. (a) Requests. Any city official may request an advisory opinion on a question of compliance with this article. Requests shall be submitted in writing to the city auditor, who shall assign the request to a panel or special counsel. (b) Issuance. A panel of the board of ethics shall issue advisory opinions upon request. Advisory opinions shall be issued within thirty (30) days of receipt of the request. This time limitation is tolled and shall not run until the board of ethics is empaneled and its rules of proce dure are confirmed by the city council. (c) Reliance. It shall be an affirmative defense to a complaint that the accused relied upon an advisory opinion. In making a determination on the proper disposition of a complaint, the board of ethics may dismiss the complaint if the board finds that: (1) The accused reasonably relied in good faith upon an advisory opinion; (2) The request for an advisory opinion fairly and accurately disclosed the relevant facts; and (3) Less than five (5) years elapsed between the date the advisory opinion was issued and the date of the conduct in question. (Ord. No. 2018-757, § 2(Att. A), 5-1-18) Sec. 2-279. - Complaints. (a) Complainants. Any person who has first-hand knowledge that there has been a violation of sections 2-272 and 2-273 of this article may allege such violations by submitting a complaint. The persons who may submit complaints includes (but is not limited to) members of the board of ethics. (b) Form. Complaints shall be written on, or accompanied by, a completed form promulgated by the city auditor. (c) Contents. A complaint filed under this section must be in writing, under oath, must set forth in simple, concise, direct statements, and state: (1) The name of the complainant; (2) The street or mailing address, email address, and the telephone number of the complainant; (3) The name of each person accused of violating this article; (4) The position or title of each person accused of violating this article; (5) The nature of the alleged violation, including (whenever possible) the specific provision of this article alleged to have been violated; (6) A statement of the facts constituting the alleged violation and the dates on which, or period of time in which, the alleged violation occurred; and (7) All documents or other material available to the complainant that are relevant to the allega tion. (d) Violation alleged. The complaint must state on its face an allegation that, if true, constitutes a violation of this article. (e) Affidavit. A complaint must be accompanied by an affidavit stating that the complaint is true and correct or that the complainant has good reason to believe and does believe that the facts alleged constitute a violation of this article. The complainant shall swear to the facts by oath before a notary public or other person authorized by law to administer oaths under penalty of perjury. (f) Limitations period. To be accepted, a complaint must be brought within six (6) months of the complainant becoming aware of the act or omission that constitutes a violation of this article. A complaint will not be accepted more than two (2) years after the date of the act or omission. Notwithstanding the foregoing, nothing in this subsection shall be construed to extend the one (1) year limitation of activity applicable to former city officials. The time for filing a complaint rega rding an alleged violation of this article where the alleged violation occurred after the effective date but before the board of ethics is empaneled shall be tolled and not begin to run until such time as the board of ethics is empaneled and its rules of procedure are confirmed by the city council. (g) Filing. Complaints shall be submitted to the city auditor. Submission of complaints may be made by hand delivery, U.S. Mail, or email directed to an email address publicly listed by the city auditor. (h) Acceptance of complaint. Within five (5) business days of receiving a complaint, the city auditor shall determine if it is administratively complete and ti mely. (1) Administratively complete. A complaint is administratively complete if it contains the information described above. If the complaint is administratively complete, the city auditor shall proceed as described in this article. If the complaint is incomplete, the city auditor shall send a written deficiency notice to the complainant identifying the required information that was not submitted. The complainant shall have ten (10) business days after the date the city auditor sends a deficiency notice to the complainant to provide the required information to the city auditor, or the complaint is automatically deemed abandoned and may not be processed in accordance with this article. Within five (5) business days of a complaint being abandoned, the city auditor shall send written notification to the complainant and the accused. (2) Timely. To be timely, a complaint must be brought within six (6) months of the complainant becoming aware of the act or omission that constitutes a violation of this article . A complaint will not be accepted more than two (2) years after the date of the act or omission. (i) Notification of acceptance. Within five (5) business days of determining that a complaint is administratively complete and timely, the city auditor shall send a written notification of acceptance to the complainant, the accused, and the city attorney. For purposes of this provision, a complaint shall be considered accepted when the city auditor has deemed the submittal administratively complete and timely. (j) Confidentiality. A complaint that has been submitted to the city is hereby deemed confidenti al until such time as the complaint is either dismissed or placed on an agenda for consideration by the board of ethics in accordance with this article. Clerical and administrative steps shall be taken to identify and manage confidential information in accordance with this article. The confidentiality created by this article includes the fact that a complaint was submitted and the contents of that complaint. It shall be a violation of this article for a city official to publicly disclose information relatin g to the filing or processing of a complaint, except as required for the performance of official duties or as required by law. Requests for records pertaining to complaints shall be responded to in compliance with the state law. The limited confidentiality created by this article is limited in scope and application by the mandates of the Texas Public Information Act, V.T.C.A. Government Code, Ch. 552. (k) Ex parte communications. After a complaint has been filed and during the pendency of a complaint before the board of ethics, it shall be a violation of this article: (1) For the complainant, the accused, or any person acting on their behalf, to engage or attempt to engage directly or indirectly about the subject matter or merits of a complaint in ex par te communication with a member of the board of ethics or any known witness to the complaint; or (2) For a member of the board of ethics, to knowingly allow an exparte communication about the subject matter or merits of a complaint, or to communicate about any issue of fact or law relating to the complaint directly or indirectly with any person other than a member of the board of ethics, the city auditor's office, the city attorney's office, or special counsel. (Ord. No. 2018-757, § 2(Att. A), 5-1-18) Sec. 2-280. - Preliminary assessment. (a) Referral to chairperson. Accepted complaint(s) shall be referred to the chairperson of the board of ethics within five (5) business days of being determined administratively complete. (b) Assignment of panel. Within five (5) business days of receiving an accepted complaint, the chairperson of the board of ethics shall assign the complaint to a panel for preliminary assessment. The chairperson shall order a meeting of the panel, which shall be conducted in compl iance with the Texas Open Meetings Act. Each panel shall select a presiding officer to conduct panel deliberations. (c) Panel determination. Within ten (10) business days of being assigned an accepted complaint, the panel shall review the complaint on its face and determine whether the complaint is: (1) Actionable: The allegations and evidence contained in the complaint, if true, would constitute a violation of this article. (2) Baseless: The allegations and evidence contained in the complaint, if true, would not constitute a violation of this article. Actionable complaints shall be returned to the chairperson for listing on an agenda for a public hearing. Baseless complaints shall be dismissed. Written notification of the panel's determination shall be filed with the city auditor and sent to the chairperson, complainant, the accused, and the city attorney within two (2) business days. Written notifications of dismissal shall include notice of the right to appeal. (d) Appeals. A panel's preliminary assessment under this section 2-280 may be appealed to the board of ethics by either the complainant or the accused, as applicable. An appeal shall be perfecte d by filing a written notice of appeal with the city auditor within ten (10) business days of the date of the written notification. (Ord. No. 2018-757, § 2(Att. A), 5-1-18) Sec. 2-281. - Meetings. (a) Calling meetings. Meetings of the board of ethics s hall be called upon request of the chairperson, three (3) members, or the city auditor. (b) Quorum. The quorum necessary to conduct meetings of the board of ethics shall be four (4). The chairperson (or acting chairperson) shall count toward the establis hment of a quorum and retains the right to vote. (c) Hearings. (1) Scheduling: Hearings shall be scheduled by the city auditor upon the filing of: a. A panel determination that a complaint is actionable; or b. An appeal challenging a panel's dismissal of a complaint as baseless. (2) Purpose: The purpose of the hearing(s) shall be solely to determ ine whether: a. A violation of this article occurred, and if so to assess the appropriate sanction; b. An accepted complaint was erroneously dismissed as baseless by a panel; and/or c. An accepted complaint is frivolous. (3) Sworn testimony: All witness testimony provided to the board of ethics shall be under oath. (4) Burden of proof: Because the burden of showing that a violation of this article occurred is placed on the complainant, it is the complainant that has the obligation to put forth evidence, including testimony, supporting the complaint. The complainant is required to testify at the hearing. A complainant's failure to testify at a heari ng shall be grounds for dismissal of a complaint. (5) Representation: The accused shall have a right to present a defense. Both the complainant and the accuser have a right to be represented by legal counsel. (d) Open meetings. All meetings and hearings of the board of ethics, including panel deliberations, shall be conducted pursuant to the Texas Open Meetings Act. The board of ethics may convene in executive session (i.e., conduct a closed meeting) as allowed by the Act. All final actions of the board of ethics shall take place in open session. (e) Postponement in certain instances. (1) Board: Proceedings may be postponed upon majority vote by the members of the board of ethics. (2) Parties: The complainant and the accused are each entitled to one (1) postponement without cause. Additional postponements shall be solely for good cause and at the discretion of the board of ethics. (3) Criminal proceedings: If a complaint alleges facts that are involved in a criminal investigation or a criminal proceeding before a grand jury or the courts, the board of ethics may, when a majority of its members deem appropriate, postpone any hearing or any appeal concerning the complaint until after the criminal investigation or criminal proceedings are terminated. (Ord. No. 2018-757, § 2(Att. A), 5-1-18) Sec. 2-282. - Disposition. (a) Dismissal. If the board of ethics determines at the conclusion of a hearing by simple majority vote of its members that a complaint should be dismissed, it may do so upon finding: (1) The complaint is baseless; (2) The alleged violation did not occur; (3) The accused reasonably relied in good faith upon an advisory opinion, as provided in this article; or (4) The complainant failed to testify at the hearing. (b) Sanctions. If the board of ethics determines by simple majority vote of those present and voting at the conclusion of a hearing that a violation has occurred, it may within ten (10) business days impose or recommend any of the following sanctions: (1) Letter of notification. If the violation is clearly unintentional, or when the accuser's action was made in reliance on a written advisory opinion, a letter of notification shall advise the accused of any steps to be taken to avoid future violations. (2) Letter of admonition. If the board of ethics finds that the violation is minor and may have been unintentional, but calls for a more substantial response than a letter of notification. (3) Letter of Reprimand. If the board of ethics finds that the violation: a. W as minor and was committed knowingly, intentionally, or in disregard of this article; or b. Was serious and may have been unintentional. (4) Recommendation of suspension. If the board of ethics finds that a violation was committed by a member of the planning and zoning commission, zoning bo ard of adjustment, board of ethics, public utilities board, historic landmark commission, or a department head, and it: a. Was serious and was committed knowingly, intentionally, or in disregard of this article or a state conflict of interest law; or b. Was minor but similar to a previous violation by the person, and was committed knowingly, intentionally or in disregard of this article. The final authority to impose a suspension rests with the city council. (5) Ineligibility. If the board of ethics finds that a vendor has violated this article, the board may recommend to the city manager that the vendor be deemed ineligible to enter into a city contract or other arrangement for goods, services, or real property, for a period of one (1) year. Notice of all sanctions imposed by the board of ethics shall be transmitted to the accused, complainant, city auditor, city attorney, and city council. (c) Frivolous. (1) Prohibition. It is a violation of this article for a person to submit a frivolous complaint. (2) Super-majority vote. If the board of ethics determines at the conclusion of a hearing by a vote of two-thirds (⅔) of its members that a complaint was frivolous, the board may impose a sanction as provided by section 2-282(b). (3) Factors. In making a determination on frivolity, the board of ethics shall consider the following factors: a. The timing of the sworn complaint with respect to when the facts supporting the alleged violation became known or should have become known to the complainant, and with respect to the date of any pending election in which the accused is a candidate or is involved with a candidacy, if any; b. The nature and type of any publicity surrounding the filing of the sworn complai nt, and the degree of participation by the complainant in publicizing the fact that a complaint was filed; c. The existence and nature of any relationship between the accused and the complainant before the complaint was filed; d. If the accused is a candidate for election to office, the existence and nature of any relationship between the complainant and any candidate or group opposing the accused; e. Any evidence that the complainant knew or reasonably should have known that the allegations in the complaint were groundless; and f. Any evidence of the complainant's motives in filing the complaint. (4) External remedies. Complainants who submit frivolous complaints are hereby notified that their actions may subject them to criminal prosecution for p erjury (criminal prosecution), or civil liability for the torts of defamation or abuse of process. (Ord. No. 2018-757, § 2(Att. A), 5-1-18) Sec. 2-283. - Reconsideration. The complainant or accused may request the board of ethics to reconsider its decis ion. The request must be filed with the city auditor within five (5) business days of receiving the final opinion of the board of ethics. The request for reconsideration shall be sent to the chairperson of the board of ethics and the non - filing party (complainant or accused). If the chairperson finds, in the chairperson's sole discretion, that the request includes new evidence that was not submitted at a prior hearing, and that the new evidence bears directly on the board of ethic's previous determination, the chairperson shall schedule a hearing on the request for reconsideration to occur within thirty (30) business days after filing with the city auditor. Absent new evidence, the chairperson shall unilaterally dismiss the request for reconsideration and provide notice to the parties. (Ord. No. 2018-757, § 2(Att. A), 5-1-18) Sec. 2-284. - Nepotism. (a) City council. No person shall be employed by the city who is related to any member of the city council within the third (3rd) degree of affinity or consanguinity. (b) Department supervisor. No person shall be employed by the city in a department if the person is related to the city manager or the department supervisor within the third (3rd) degree of affinity or consanguinity. (c) Preexisting employment. The prohibitions of this section do not apply to a person who was employed by the city more than six (6) months prior. (Ord. No. 2018-757, § 2(Att. A), 5-1-18) Sec. 2-285. - General procedural matters. (a) Deadlines. Any deadline provided in this article shall be construed as expiring at 5:00 p.m. local time on the last day. (b) Mailbox rule. Under this article, a deadline for any response or request for appeal is met when the date the response or request for appeal is mailed falls within the timeli ne requirements of this article. The posted date of any mailing will control whether it meets the timeline requirements of this article. (Ord. No. 2018-757, § 2(Att. A), 5-1-18) Sec. 2-286. - Lobbyists. [reserved] City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2891,Version:1 AGENDA CAPTION Consultation with Attorneys - Under Texas Government Code Section 551.071. Consult with the City’s attorneys and discuss legal status,expenses and strategy in Cause No.19-10653-442, styled “Stonetown Country View,LLC v.City of Denton,Texas and Board of Adjustment for City of Denton, Texas”pending in the 442nd Judicial District Court,Denton County,Texas;where discussion of these legal matters in an open meeting would conflict with the duty of the City’s attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas,or otherwise compromise the City’s legal position in pending litigation. City of Denton Printed on 12/30/2019Page 1 of 1 powered by Legistar™ City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-110,Version:1 AGENDA CAPTION Deliberations regarding Real Property -Under Texas Government Code Section 551.072;Consultation with Attorneys - Under Texas Government Code Section 551.071. Receive information from staff, discuss, deliberate, and provide staff with direction pertaining to the potential acquisition of real property interests located at 909 North Loop 288, in the City of Denton, Denton County, Texas, where the deliberation of same in an open meeting would have a detrimental effect on the position of the governmental body in negotiations with a third person. Consultation with the City’s attorneys regarding legal issues associated with the potential acquisition or condemnation of the real property interests described above where a public discussion of these legal matters would conflict with the duty of the City’s attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City’s legal position in negotiations or potential litigation. City of Denton Printed on 1/3/2020Page 1 of 1 powered by Legistar™ City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-113,Version:1 AGENDA CAPTION Consultation with Attorneys - Under Texas Governmental Code Section 551.071. Consult with the City’s attorneys on the status,strategy,funding,and potential resolution of litigation in Cause No.DC-17-08139,styled “Michael Grim and Jim Maynard v.City of Denton,Texas”pending in the 68th Judicial District Court,Dallas County,Texas;where 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 Profession Conduct of the State Bar of Texas,or otherwise compromise the City’s legal position in pending litigation. City of Denton Printed on 1/3/2020Page 1 of 1 powered by Legistar™ City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2963,Version:1 AGENDA CAPTION Millie Giles - in recognition of her many contributions to the City of Denton City of Denton Printed on 12/30/2019Page 1 of 1 powered by Legistar™ City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2871,Version:1 AGENDA CAPTION Consider approval of the minutes of December 10, 2019. City of Denton Printed on 1/3/2020Page 1 of 1 powered by Legistar™ CITY OF DENTON CITY COUNCIL MINUTES December 10, 2019 After determining that a quorum was present, the City Council of the City of Denton, Texas convened in a Work Session on Tuesday, December 10, 2019, at 12:02 p.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas. PRESENT: Mayor Chris Watts, Mayor Pro Tem Gerard Hudspeth and Council Members Keely Briggs, Jesse Davis, John Ryan, Deb Armintor, and Paul Meltzer ABSENT: None Also present were City Manager Todd Hileman and First Assistant City Attorney Larry Collister WORK SESSION 1. Citizen Comments on Consent Agenda Items None. 2. Requests for clarification of agenda items listed on this agenda. None. 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 Mayor Watts announced registered speakers would be allowed to speak following the presentation/discussion. First Assistant City Attorney Larry Collister served as the City's legal counsel on the item due to a conflict of interest on the item by City Attorney Leal. Council Member Armintor arrived at 12:04 p.m. The item was presented. Spanish interpretation was provided simultaneously during the presentation, with staff speaking slowly to ensure clear translation of presentation points. The following spoke on the item, with translation services provided by Ms. Mariela Nunez- Janes, representing the League of United Latin American Citizens (LULAC): City of Denton City Council Minutes December 10, 2019 Page 2 • Alfredo Contreras, 4055 Ash Lane - accepts City's process, but very costly for him; asking if payment options to install the water meters exist; comfortable solution needed for both parties so all would be on the same page • Elva Hernandez, 6509 Willow Lane - appreciates the assistance to date; asking for more time on the Declaration of Emergency which expires February 12, 2020 so they can determine other areas affecting families; previous concern is about water, but based on areas discussed, are stressed and do not fully understand what is being asked of them; live well at Green Tree estates; very safe; extend Declaration at least 90-120 days; need assistance with installation of water meters as it is a good idea; City still needs to do research work on ownership of private roads; invited members to visit their area/neighborhood/community; difficult to understand City codes; were unaware of code violations and asked for list of violations that exist • Mariela Nunez-Janes (representing LULAC and Movimiento Cocecha), 3449 Lake Country Drive - read letter from another resident inquiring why City looking at housing assistance; not homeless; have their own home and children; provided recap of LULAC and Movimiento Cocecha recommendations presented by staff The Work Session was recessed at 1:22 p.m. for a short break and reconvened at 1:34 p.m. Following discussion, staff was directed to (1) place an ordinance for formal adoption at an upcoming meeting extending the Declaration of Disaster for 100 days (May 23, 2020) with no additional funding from that which was initially adopted; (2) work with residents to pay for current non-potable water after February 12, 2020; (3) at the February 4, 2020 meeting, return to City Council with ownership information of property owners; identify addresses occupied and note if that occupant is the tenant or owner; who from among the residents will be reaching to the identified property owner(s) of the roads (currently unknown); and by mid- January 2020, conduct voluntary building inspections prior to the February 12, 2020 deadline. On life safety inspection issues, staff will work with property owners to rectify the issues as they do with any other resident/property owner in the City. The Work Session was recessed for a short break at 2:28 p.m. and reconvened at 2:37 p.m. B. ID 19-2628 Receive a report, hold a discussion, and give staff direction regarding Stoke Denton’s annual report. The item was presented and discussion followed. Following discussion, there was no direction provided as the item was for presentation purposes only. 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. City of Denton City Council Minutes December 10, 2019 Page 3 The item was presented and discussion followed. Following discussion, staff was directed to schedule a resolution for formal adoption in order to continue with the grant application for the following: • Comprehensive Solid Waste Management Strategy @ $100,000 • Recycling dumpster contamination reduction lids/locks @ $45,000 • Public Disposal Area/Recycling Center Improvements & Upgrades @ $85,000 • Home Chemical Collection Program Enhancement Mobile Events @ $108,000 • Yard Waste Collection Kraft Bags @ $35,000 • Remote Cameras for Illegal Dumping @ $5,200 In the event any item was not granted, the City Manager to return with supplemental funding option(s). 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. The item was presented and discussion followed. Following discussion, staff was directed to proceed with the proposed segments located at (1) US 77 and 377 - US 380 to Carroll @ $77,006, and (2) US 77 - Locust to I35E @ $78,816. Additionally, staff was to address the segment located at FM 428 - US 77 to Loop 288 with the Texas Department of Transportation and present their response at a future meeting. 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. The item was presented and discussion followed. Following discussion, staff was directed to continue with the appointment process for a 7- member Committee, comprising of the following individuals: • Randy Robinson • Tim Crouch • Brandon McClusky • Janet Shelton • Patrick Smith • Susan Parker • Eric Pruett City of Denton City Council Minutes December 10, 2019 Page 4 F. ID 19-2930 Receive a report, hold a discussion, and give staff direction regarding the Vision Zero roadway traffic safety initiative. The item was presented and discussion followed. Following discussion, staff was directed to establish a Vision Zero Goal and Commitment, develop a Vision Zero Action Plan, and create a Vision Zero Task Force led by the City with multiple departments to include Traffic Engineering, Police Department and Public Affairs. 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 The item was presented and discussion followed. Following discussion, results were as follows: • Item 19-2257-1 - Plugged gas wells (Meltzer) o Consensus to discuss at a future work session as to risks and appropriate public protections regarding plugged gas well • Item 19-2257-2 - Pro bono scientific setback study (Briggs) o Consensus for staff to engage with Thriving Earth Exchange to apply for the pro bono scientific study regarding the safety of gas well setback and reverse setback distances CLOSED MEETING Mayor Watts announced the Closed Meeting would be held after the Special Called Meeting. SPECIAL CALLED MEETING After determining that a quorum was present, the City Council of the City of Denton, Texas convened in a Special Called Meeting on Tuesday, December 10, 2019, at 4:28 p.m. in the 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 First Assistant City Attorney Larry Collister City of Denton City Council Minutes December 10, 2019 Page 5 1. CONSENT AGENDA The consent agenda consisted of Items 4.A-D. No items were pulled for individual consideration. Council Member Briggs moved to adopt the Consent Agenda 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 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. ASSIGNED ORDINANCE NO. 19-2722 B. ID 19-2819 Consider approval of the minutes of 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 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). ASSIGNED ORDINANCE NO. 19-2878 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). ASSIGNED ORDINANCE NO. 19-2879 City of Denton City Council Minutes December 10, 2019 Page 6 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). The item was not considered at staff’s request. 3. CONCLUDING ITEMS Council Members expressed items of interest, congratulatory remarks and provided general announcements. The Special Called Meeting ended at 4:30 p.m. CLOSED MEETING 1. The City Council convened into a Closed Meeting at 4:30 p.m. consistent with Chapter 551 of the Texas Government Code, as amended, or as otherwise allowed by law, as follows: 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 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. DELIBERATED The Closed Meeting started at 4:36 p.m. and ended at 6:00 p.m. No votes or actions were taken during the Closed Meeting. With no further business, the meeting was adjourned at 6:00 p.m. MINUTES APPROVED ON: _____________________________________________ CHRIS WATTS MAYOR CITY OF DENTON, TEXAS ROSA RIOS CITY SECRETARY CITY OF DENTON, TEXAS City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2872,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City Council of the City of Denton, Texas, approving a grant application from Norman Roscoe LLC, from the Downtown Reinvestment Grant Program not to exceed $7,188.59; and providing for an effective date. The Downtown Denton Tax Increment Financing Reinvestment Zone No. 1 Board recommends approval (5-0). City of Denton Printed on 1/3/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET CITY COUNCIL DEPARTMENT: Economic Development CFO: Antonio Puente, Jr. DATE: January 7, 2020 SUBJECT Consider adoption of an ordinance of the City Council of the City of Denton, Texas, approving a grant application from Norman Roscoe LLC, from the Downtown Reinvestment Grant Program not to exceed $7,188.59; and providing for an effective date. The Downtown Denton Tax Increment Financing Zone No. One Board recommends approval (5-0). BACKGROUND The building at 109 W. Hickory was constructed in 1913 and is still historically known as “Evers Hardware Store.” Norman Roscoe, a t-shirt printing business, started as a “pop-up” business in this location, several years ago. The building is on the south side of the Square, which experiences a high volume of pedestrian traffic. Located next to the Discover Denton Welcome Center, the building needs façade and awning repair. Eric Pulido, the owner of Norman Roscoe, applied for the grant prior to construction. Improvements include: Façade Rehab Signage Awnings On August 7, 2018, the City Council approved changes in the funding source for the Downtown Reinvestment Grant to be funded by the Downtown Tax Increment Financing Reinvestment Zone No. One, after the current fund balance is exhausted. This update made it necessary for the Downtown Denton Tax Increment Financing Zone No. One (TIRZ) Board to review the application and make the final recommendation to City Council. Due to the need to transition from the downtown grant fund to the TIRZ fund, both the Economic Development Partnership Board and the Downtown TIRZ Board reviewed and made recommendations on this grant. PRIOR ACTION/REVIEW November 7, 2019 – The Downtown Economic Development Comittee reviewed the application and recommends a Downtown Reinvestment Grant in the amount of $7,188.59 (9-0). November 20, 2019 – The Downtown Denton Tax Increment Financing Zone No. One Board reviewed the application and recommends approval (5-0). EXHIBITS 1. Agenda Information Sheet 2. Ordinance and Agreement 3. LLC Search City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com Respectfully submitted: Jessica Rogers Director of Economic Development Prepared by: Christina Davis Economic Development Specialist Norman Roscoe, LLC City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2874,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City Council of the City of Denton, Texas, approving a grant application from Gonzo Athletics LLC dba The MVMT Lab, from the Downtown Reinvestment Grant Program not to exceed $25,000; and providing for an effective date. The Downtown Denton Tax Increment Financing Reinvestment Zone No. One Board recommends approval (4-1). City of Denton Printed on 1/3/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET CITY COUNCIL DEPARTMENT: Economic Development CFO: Antonio Puente, Jr. DATE: January 7, 2020 SUBJECT Consider adoption of an ordinance of the City Council of the City of Denton, Texas, approving a grant application from Gonzo Athletics LLC dba The MVMT Lab, from the Downtown Reinvestment Grant Program not to exceed $25,000; and providing for an effective date. The Downtown Denton Tax Increment Financing Reinvestment Zone No. One Board recommends approval (4-1). BACKGROUND The building at 109 W. Walnut was the Evers Hardware carriage house and storage building. The building has been used for storage by several local businesses, over the years. The interior does not have an HVAC system, or restrooms. The MVMT Lab, a personal health and training company, is making repairs and will move in, once they completed. Jason Doherty, the owner, applied for the grant prior to construction. Improvements include: Façade Rehab Signage Awnings Impact fees Utility Upgrades Interior/Code Improvements On August 7, 2018, the City Council approved changes in the funding source for the Downtown Reinvestment Grant to be funded by the Downtown Tax Increment Financing Reinvestment Zone No. One, after the current fund balance is exhausted. This update made it necessary for the Downtown Denton Tax Increment Financing Reinvestment Zone No. One (TIRZ) Board to review the application and make the final recommendation to City Council. Due to the need to transition from the downtown grant fund to the TIRZ fund, both the Economic Development Partnership Board and the Downtown TIRZ Board reviewed and made recommendations on this grant. PRIOR ACTION/REVIEW August 8, 2019 – The Downtown Economic Development Committee reviewed the application and recommended a Downtown Reinvestment Grant in the amount of $25,000 (9-0). October 10, 2019 – The Economic Development Partnership Board reviewed the application and recommended a Downtown Reinvestment Grant in the amount of $25,000 (10-0). City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com November 20, 2019 – The Downtown Denton Tax Increment Financing Reinvestment Zone No. One Board reviewed the application and recommended a Downtown Reinvestment Grant in the amount of $25,000 (4-1). EXHIBITS 1. Agenda Information Sheet 2. Ordinance and Agreement 3. LLC Search Respectfully submitted: Jessica Rogers Director of Economic Development Prepared by: Christina Davis Economic Development Specialist Gonzo Athletics, LLC City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2875,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City Council of the City of Denton, Texas, approving a grant application from Scott Brown Properties, Inc. dba Scott Brown Commercial, for 216 W. Oak St., from the Downtown Reinvestment Grant Program not to exceed $12,500; and providing for an effective date. The Downtown Denton Tax Increment Financing Reinvestment Zone No. One Board recommends approval (5-0). City of Denton Printed on 1/3/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET CITY COUNCIL DEPARTMENT: Economic Development CFO: Antonio Puente, Jr. DATE: January 7, 2020 SUBJECT Consider adoption of an ordinance of the City Council of the City of Denton, Texas, approving a grant application from Scott Brown Properties, Inc. dba Scott Brown Commercial, for 216 W. Oak, from the Downtown Reinvestment Grant Program not to exceed $12,500; and providing for an effective date. The Downtown Denton Tax Increment Financing Reinvestment Zone No. One Board recommends approval (5-0). BACKGROUND The former Sue’s Bridal Shop building located at 216 W. Oak St., which has multiple addresses, is now occupied by Rose & Thorn Clothing Co. in the 216 W. Oak address while Howling Mutt Brewery occupies 205, 207, & 209 N. Cedar. Originally, the applicant submitted each address as a separate grant request. Staff combined the grants into one, after consulting with the City’s Legal Department and confirming that the grant guidelines indicate that each “building” is eligible for a grant, up to $25,000. Improvements include: Façade/Building Rehab Awnings Signage Impact fees Utility Upgrades Interior/Code Improvements (these improvements were completed before the grant was turned in, so they are not eligible for reimbursement, but should count on the scoring sheet) On August 7, 2018, the City Council approved changes in the funding source for the Downtown Reinvestment Grant to be funded by the Downtown Tax Increment Financing Reinvestment Zone No. One, after the current fund balance is exhausted. This update made it necessary for the Downtown Denton Tax Increment Financing Reinvestment Zone No. One (TIRZ) Board to review the application and make the final recommendation to City Council. Due to the need to transition from the downtown grant fund to the TIRZ fund, both the Economic Development Partnership Board and the Downtown TIRZ Board reviewed and made recommendations on this grant. PRIOR ACTION/REVIEW September 26, 2019 – The Downtown Economic Development Committee reviewed the application and recommended a Downtown Reinvestment Grant in the amount of $25,000 (8-0). City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com October 10, 2019 – The Economic Development Partnership Board reviewed the application and recommended a Downtown Reinvestment Grant in the amount of $25,000 (10-0). November 20, 2019 – The Downtown Denton Tax Increment Financing Zone No. One Board reviewed the application and recommended approval of a Downtown Reinvestment Grant in the amount of $12,500 (5- 0). During the review of the application, the Board considered its current budget for the grant program and, as it is early in the budget cycle, discussed additional projects that could be applying for the grant during this cycle. As such, the TIRZ Board recommended a grant of $12,500 which is half of the grant amount that this project is eligible for. EXHIBITS 1. Agenda Information Sheet 2. Ordinance and Agreement 3. LLC Search Respectfully submitted: Jessica Rogers Director of Economic Development Prepared by: Christina Davis Economic Development Specialist DOWNTOWN REINVESTMENT GRANT AGREEMENT This Downtown Reinvestment Grant Agreement (the “Agreement”) is entered into by and between the City of Denton, Texas (the “City”), duly acting herein by and through its City Manager, Todd Hileman, and Scott Brown and Scott Brown Properties, Inc. dba Scott Brown Commercial, 216 W. Oak Street (collectively, “Owner”), duly authorized to do business and in good standing in the State of Texas, duly acting herein by and through its authorized officer. WHEREAS, the City Council of Denton, Texas (the “City Council”) has adopted an ordinance which provides that it elects to be eligible to participate in downtown reinvestment grant incentives and has adopted guidelines and criteria governing downtown reinvestment grant incentive agreements known as the Downtown Reinvestment Grant Program Policy (the “Program”), a copy of which is on file in the City of Denton Economic Development Office and which is incorporated herein by reference; and WHEREAS, the Program constitutes appropriate “guidelines and criteria” governing downtown reinvestment grant incentive agreements to be entered into by the City; WHEREAS, the Owner will be the owner or have a leasehold interest, as of the Effective Date (as hereinafter defined), of certain real property more particularly described in Exhibit “A” attached hereto and incorporated herein by reference and made a part of this Agreement for all purposes (the “Premises”); and WHEREAS, on the 4th day of September, 2019, Owner submitted an application for a reinvestment grant with various attachments to the City concerning the contemplated use of the Premises (the “Application”), which is attached hereto and incorporated herein by reference as Exhibit “B”; and WHEREAS, the Downtown Economic Development Committee, Economic Develop- ment Committee, Economic Development Partnership Board, and City Council determined that the contemplated use of the Premises, the Improvements (as hereinafter defined) to the Premises as set forth in this Agreement, and the other terms hereof are consistent with encouraging development in accordance with the purposes and are in compliance with the Program and similar guidelines and criteria adopted by the City and all applicable law; NOW, THEREFORE, the City Manager and Owner for and in consideration of the premises and the promises contained herein do hereby contract, covenant, and agree as follows: I. TERMS AND CONDITIONS OF REIMBURSEMENT GRANT A. In consideration of and subject to the Owner meeting all the terms and conditions of reimbursement set forth herein, the City hereby grants the following reimbursement grant: Scott Brown Properties City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2876,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City Council of the City of Denton, Texas, approving a grant application from Scott Brown Properties, Inc. dba Scott Brown Commercial, for 211 and 215 N. Cedar St., from the Downtown Reinvestment Grant Program not to exceed $12,500; and providing for an effective date. The Downtown Denton Tax Increment Financing Reinvestment Zone No. One Board recommends approval (5- 0). City of Denton Printed on 1/3/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET CITY COUNCIL DEPARTMENT: Economic Development CFO: Antonio Puente, Jr. DATE: January 7, 2020 SUBJECT Consider adoption of an ordinance of the City Council of the City of Denton, Texas, approving a grant application from Scott Brown Properties, Inc. dba Scott Brown Commercial, for 211 and 215 N. Cedar St., from the Downtown Reinvestment Grant Program not to exceed $12,500; and providing for an effective date. The Downtown Denton Tax Increment Financing Reinvestment Zone No. One Board recommends approval (5-0). BACKGROUND The building at 211 N. Cedar St. has two addresses: 211 and 215 N. Cedar but is only one building. Originally, the applicant submitted two grant requests, one for each address. Staff has combined both applications into one, after consulting with the City’s Legal Department and confirming that the grant guidelines indicate that each “building” is eligible for a grant of up to $25,000. Improvements include: Façade/Building Rehab Awnings Signage Impact fees Utility Upgrades Interior/Code Improvements (these improvements were completed before the grant was turned in, so they are not eligible for reimbursement, but can count on the scoring sheet). On August 7, 2018, the City Council approved changes in the funding source for the Downtown Reinvestment Grant to be funded by the Downtown Tax Increment Financing Reinvestment Zone No. One, after the current fund balance is exhausted. This update made it necessary for the Downtown Denton Tax Increment Financing Reinvestment Zone No. One (TIRZ) Board to review the application and make the final recommendation to City Council. Due to the need to transition from the downtown grant fund to the TIRZ fund, both the Economic Development Partnership Board and the Downtown TIRZ Board reviewed and made recommendations on this grant. PRIOR ACTION/REVIEW September 26, 2019 – The Downtown Economic Development Committee reviewed the application and recommended a Downtown Reinvestment Grant in the amount of $25,000 (8-0). October 10, 2019 – The Economic Development Partnership Board reviewed the application and recommended a Downtown Reinvestment Grant in the amount of $25,000 (10-0). City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com November 20, 2019 – The Downtown Denton Tax Increment Financing Reinvestment Zone No. One Board reviewed the application and recommends approval of a Downtown Reinvestment Grant in the amount of $12,500 (5-0). During the review of the application, the Board considered its current budget for the grant program and, as it is early in the budget cycle, discussed additional projects that could be applying for the grant during this cycle. As such, the TIRZ Board recommended a grant of $12,500 which is half of the grant amount that this project is eligible for. EXHIBITS 1. Agenda Information Sheet 2. Ordinance and Agreement 3. LLC Search Respectfully submitted: Jessica Rogers Director of Economic Development Prepared by: Christina Davis Economic Development Specialist Scott Brown Properties City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2877,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City Council of the City of Denton, Texas, approving a grant application from Chi Dao, from the Downtown Reinvestment Grant Program not to exceed $25,000; and providing for an effective date. The Downtown Denton Tax Increment Financing Reinvestment Zone No. One Board recommends approval (5-0). City of Denton Printed on 1/3/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET CITY COUNCIL DEPARTMENT: Economic Development CFO: Antonio Puente, Jr. DATE: January 7, 2020 SUBJECT Consider adoption of an ordinance of the City Council of the City of Denton, Texas, approving a grant application from Chi Dao, from the Downtown Reinvestment Grant Program not to exceed $25,000; and providing for an effective date. The Downtown Denton Tax Increment Financing Reinvestment Zone No. One Board recommends approval (5-0). BACKGROUND 104 W. McKinney (formerly B&O Towing) has been purchased by Chi Dao and will be converted into a restaurant. Improvements include: Façade/Rehabilitation Signage Impact Fees Utility Upgrades Interior/Code Improvements Utility upgrades include interior plumbing for a commercial kitchen and restrooms, extending the natural gas lines, and upgrades to the electrical system, to accommodate a much heavier use than the previous tenant. On August 7, 2018, the City Council approved changes in the funding source for the Downtown Reinvestment Grant to be funded by the Downtown Tax Increment Financing Reinvestment Zone No. One, after the current fund balance is exhausted. This update made it necessary for the Downtown Denton Tax Increment Financing Reinvestment Zone No. One (TIRZ) Board to review the application and make the final recommendation to City Council. Due to the need to transition from the downtown grant fund to the TIRZ fund, both the Economic Development Partnership Board and the Downtown TIRZ Board reviewed and made recommendations on this grant. PRIOR ACTION/REVIEW August 8, 2019 – The Downtown Economic Development Committee reviewed the application and recommended a Downtown Reinvestment Grant in the amount of $25,000 (9-0). October 10, 2019 – The Economic Development Partnership Board reviewed the application and recommended a Downtown Reinvestment Grant in the amount of $25,000 (10-0). City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com November 20, 2019 – The Downtown Denton Tax Increment Financing Reinvestment Zone No. One Board reviewed the application and recommended a Downtown Reinvestment Grant in the amount of $25,000 (5- 0). EXHIBITS 1. Agenda Information Sheet 2. Ordinance and Agreement Respectfully submitted: Jessica Rogers Director of Economic Development Prepared by: Christina Davis Economic Development Specialist City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2968,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,a Texas home-rule municipal corporation,authorizing the City Manager,or his designee,to execute a contract with Associated Supply Company,Inc.,through the Buy Board Cooperative Purchasing Network Contract #597-19,for the acquisition of six (6)new Case excavators for the Water Distribution and Wastewater Collections Departments;providing for the expenditure of funds therefor;and providing an effective date (File 7211 -awarded to Associated Supply Company,Inc.,in the amount of $737,400). The Public Utilities Board recommends approval (7 - 0). City of Denton Printed on 1/3/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance CFO: Antonio Puente, Jr. DATE: January 7, 2020 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager, or his designee, to execute a contract with Associated Supply Company, Inc., through the Buy Board Cooperative Purchasing Network Contract # 597-19, for the acquisition of six (6) new Case excavators for the Water Distribution and Wastewater Collections Departments; providing for the expenditure of funds therefor; and providing an effective date (File 7211 - awarded to Associated Supply Company, Inc., in the amount of $737,400). The Public Utilities Board recommends approval (7 - 0). INFORMATION /BACKGROUND This request is for the purchase of six new (6) excavators to include accessories (hammers and plate compactors) for the Water Distribution and Wastewater Collections Departments that were approved as part of the equipment utilization and right-sizing study conducted in FY 2018-2019. Three (3) of the new excavators will be 2020 Case model CX80C and the other three (3) excavators are 2020 Case model CX145 MSR. The Water Distribution Department will be replacing three (3) backhoes and the Waste Water Collections Department will be replacing two (2) backhoes and one (1) excavator. The excavator being replaced is a 2015 John Deere model 300G that is underutilized. Trade-in values were proposed for this excavator but were rejected. The backhoes being replaced are the 2011 and 2014 Caterpillar model 430’s. After receipt of the new excavators, used equipment will be auctioned or repurposed within other City Departments. The new excavators will be replacing backhoes used in water utility construction and installation. The departments consulted with various construction companies on the most efficient means and methods of construction and use of equipment. Excavators were the suggested choice over backhoes for improving efficiency. Standard City of Denton purchasing procedures were utilized. Quotes were received from three (3) prospective suppliers of Excavators meeting the requested specifications to include a buyback of the current 2015 John Deere model 300G excavator. Fleet Services is recommending the purchase of the lowest quoted excavators from Associated Supply Company Inc., through BuyBoard Contract #597-19 in the amount of $737,400. Pricing obtained through the Buy Board Cooperative Purchasing Network has been competitively bid and meets the statutory requirements of Texas Local Government Code 271.102. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On December 9, 2019, the Public Utilities Board (PUB) recommended this item to the City Council for consideration. On February 1, 2005, Council approved the interlocal agreement with the Buy Board Cooperative Purchasing Network (Ordinance 2005-034). RECOMMENDATION Award a contract with Associated Supply Company Inc., for the acquisition of six (6) new Case excavators for the Water Distribution and Wastewater Collections Departments, in a not-to-exceed amount of $737,400. PRINCIPAL PLACE OF BUSINESS Associated Supply Company Inc., Euless, TX ESTIMATED SCHEDULE OF PROJECT Delivery of the items will occur within 60 days after receipt of order. FISCAL INFORMATION These items will be funded from Water Distribution Department account numbers 635117635 and 635118635 in the total amount of $245,800, and Waste Water Collections account numbers 645218645, 645219643, 645220645 and 645221645 in the total amount of $491,600. Requisition #144799 has been entered in the Purchasing software system in the amount of $737,400. The budgeted amount for these items is $737,400. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Pricing Index Exhibit 3: Ordinance Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Terry Kader, 940-349-8729. Legal point of contact: Mack Reinwand at 940-349-8333. Item Qty UOM Description Unit Cost Total Unit Cost Total Unit Cost Total 1 3 ea 19,000lb Excavator $113,000.00 $339,000.00 $134,950.00 $404,850.00 $127,100.41 $381,301.23 2 3 ea 32,000lb Excavator $132,800.00 $398,400.00 $151,850.00 $455,550.00 $167,332.43 $501,997.29 4 1 ea Standard Warranty 1yr/unlimited hour Included 1yr/unlimited hour Included 1yr/unlimited hour Included 5 1 ea Powertrain and Hydraulic Warranty 1yr/1,800hr & 3yr/3,000hr Included 5yr/2,000hr Included 5yr/3,000hr Included 6 1 ea Telematics Subscription Case Sitewatch Included Komtrax Included JD Link Included 7 1 ea Extended Maintenance Agreement 3yr/2,000hr Included 3yr/2,000hr Included Not provided John Deere 85G & 135G Euless, TX Dallas, TX $737,400.00 $860,400.00 $883,298.52 Komatsu PC88MR-10 & PC138USLC-11 Total: Respondent's Business Name: Principal Place of Business (City and State): Associated Supply Company, Inc.Kirby-Smith Machinery, Inc.RDO Equipment Company BuyBoard #515-16Co-Op Information: Make and Model Offered:Case CX80C & CX145 MSR BuyBoard #597-19 Sourcewell #032119-KOM Exhibit 2 File 7211 - Pricing Index for Excavators for Water and Waste Water Collections Departments McKinney, TX City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2969,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,a Texas home-rule municipal corporation,authorizing the City Manager,or his designee,to purchase items with Caterpillar Inc.through the Sourcewell Cooperative Purchasing Network Contract Number 032119,for the purchase of three (3)new backhoes for the Public Works (Drainage and Streets)and Denton Municipal Electric Departments and two (2)new compact excavators for the Streets and Electric Departments;authorizing the expenditure of funds therefor;and declaring an effective date (File 7233 -awarded to Caterpillar Inc.,in the not-to-exceed amount of $422,284.32).The Public Utilities Board recommends approval (7 - 0). City of Denton Printed on 1/3/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance CFO: Antonio Puente, Jr. DATE: January 7, 2020 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager, or his designee, to purchase items with Caterpillar Inc. through the Sourcewell Cooperative Purchasing Network Contract Number 032119, for the purchase of three (3) new backhoes for the Public Works (Drainage and Streets) and Denton Municipal Electric Departments and two (2) new compact excavators for the Streets and Electric Departments; authorizing the expenditure of funds therefor; and declaring an effective date (File 7233 - awarded to Caterpillar Inc., in the not-to-exceed amount of $422,284.32). The Public Utilities Board recommends approval (7 - 0). INFORMATION /BACKGROUND This request is for the purchase of one (3) new backhoes for the Drainage, Streets and Electric Departments, and two (2) new compact excavators for the Streets and Electric Distribution Departments that were approved as part of the FY18-19 and FY19-20 budgets. The backhoes will be new model year Caterpillar 430F2 HRC and the excavators will be new model year Caterpillar 304E CR. Backhoes being replaced are 2008, 2010 and 2012 models. One (1) new compact excavator is replacing a 2004 model and the other is a fleet addition for the Streets Department. All units meet replacement criteria for age and maintenance costs and will be auctioned after the new replacement units are delivered and in service. Construction equipment is used to remove, move and replace materials associated with the maintenance and repair of City infrastructure. Standard City of Denton purchasing procedures were utilized. Quotes were received from three (3) prospective suppliers of construction equipment meeting the requested specifications. Fleet Services is recommending the purchase of the lowest quoted machines from Holt CAT, through Sourcewell contract #032119 in the amount of $422,284.32. Pricing obtained through Sourcewell (formerly National Joint P owers Alliance) Cooperative Purchasing Network has been competitively bid and meets the statutory requirements of Texas Local Government Code 271.102. . City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On December 9, 2019, the Public Utilities Board (PUB) recommended this item to the City Council for consideration. RECOMMENDATION Award a contract with Caterpillar Inc., for the purchase of three (3) new backhoes for the Public Works (Drainage and Streets) and Denton Municipal Electric Departments and two (2) new compact excavators for the Streets and Electric Departments, in a not-to-exceed amount of $422,284.32. PRINCIPAL PLACE OF BUSINESS Caterpillar Inc. Dallas, Texas ESTIMATED SCHEDULE OF PROJECT Delivery of the new construction equipment will occur within 60 days after receipt of order. FISCAL INFORMATION The backhoes and excavators will be funded from the following accounts in the total amount of $422,284.32 ED19133 and ED19132 were originally set up under different unit numbers in 18/19. Requisition #144828 has been entered in the Purchasing software system. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Pricing Index Exhibit 3: Ordinance Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Terry Kader, 940-349-8729. Legal point of contact: Mack Reinwand at 940-349-8333. New Unit Old Unit HBU-Department Account Number Amount in Job DR19102-Backhoe DR1049-CAT Backhoe 640700-Drainage 655031645.1355.30100 $105,768.70 ST1994-Excavator Addition 285801-Streets 810425469.1355.30100 $52,489.11 ST2045-Backhoe ST1222-CAT Backhoe 285801-Streets 810445408.1355.30100 $105,768.70 ED19133-Excavator ED0416-Excavator 600300-Electric Dist 604297605.1355.30100 $52,489.11 ED19132-Backhoe ED0856-Komatsu Backhoe 600300-Electric Dist 604299605.1355.30100 $105,768.70 Item Qty UOM Description Unit Cost Total Unit Cost Total Unit Cost Total Unit Cost Total 1 3 ea Backhoe 4WD w/Thumb attachment 105,768.70$ 317,306.10$ No bid No bid 106,948.53$ 320,845.59$ 111,499.00$ 334,497.00$ 2 3 Standard Warranty 1 yr/Unlimited hr Included No bid No bid 3 2 ea Compact Excavator 52,489.11$ 104,978.22$ 70,095.00$ 140,190.00$ 55,944.29$ 111,888.58$ -$ 4 1 ea Standard Warranty 2 yr/2,000 hr Included 1yr/unlimited hr Included 1yr/unlimited hr Included 1yr/unlimited hr Included 6 1 ea Telematics Subscription Product Link Included Komtrax Included JD Link Included JD Link Included Total:$422,284.32 $432,734.17 $334,497.00$474,687.00 Respondent's Business Name: Principal Place of Business (City and State): Co-Op Information: Make and Model Offered: Exhibit 2 File 7233 - Pricing Index for Backhoes and Excavators for Various Departments Komatsu PC45MR - 5 John Deere 410L & 50G Euless, TX Dallas, TX Sourcewell# 032119 BuyBoard #515-16 Holt CAT Kirby-Smith Machinery, Inc. CAT 430F2 HRC & CAT 304E CR ASCO BuyBoard #515-16 Euless, TX Case 590SN RDO Equipment Company BuyBoard #515-16 McKinney, TX City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2986,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, rejecting any and all competitive bids under IFB 7130 for the supply of pest services for various City buildings/properties and any other areas maintained by the City of Denton Facilities Department; and providing an effective date (IFB 7130). City of Denton Printed on 1/3/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance CFO: Antonio Puente, Jr. DATE: January 7, 2020 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, rejecting any and all competitive bids under IFB 7130 for the supply of pest services for various City buildings/properties and any other areas maintained by the City of Denton Facilities Department; and providing an effective date (IFB 7130). IFB INFORMATION/BACKGROUND The City of Denton solicited bids for pest control and termite treatment services of City facilities and properties. There are over eighty (80) buildings/structures across the City that require regularly scheduled pest treatment. The contract would be used for a range of monthly applications, exterior rodent management and termite treatments for locations. Upon receiving the bids, there was some discrepancy and confusion by the bidders on the formation of the pricing sheet and what was expected by Facilities Management. This affected the amounts provided on the bids that were submitted. Unfortunately, when using the IFB process, the department or Purchasing is not allowed to contact the bidders for clarification. Due to this issue, we will be resubmitting the solicitation for bid with a better-formatted pricing sheet structure. In doing so, we believe this will result in cost-saving for the City. In accordance with the Local Government Code 252.043, the City Council may reject any and all bids. RECOMMENDATION Staff recommends rejection of all bids for pest control services for various City buildings/properties and any other areas maintained by the City of Denton Facilities Department. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Ordinance City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Dean Hartley, 940-349-8243 Legal point of contact: Mack Reinwand at 940-349-8333. City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2987,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,a Texas home-rule municipal corporation,authorizing the City Manager,or his designee,to execute a contract with Enviromatic Systems,through the Buy Board Cooperative Purchasing Network Contract #552-17,for the acquisition of HVAC Equipment Supplies & Installation of HVAC Equipment for the Facilities Department;providing for the expenditure of funds therefor; and providing an effective date (File 7164 -awarded to Enviromatic Systems,in the one (1)year not-to-exceed amount of $640,000). City of Denton Printed on 1/3/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance CFO: Antonio Puente, Jr. DATE: January 7, 2020 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager, or his designee, to execute a contract with Enviromatic Systems, through the Buy Board Cooperative Purchasing Network Contract # 552-17, for the acquisition of HVAC Equipment Supplies & Installation of HVAC Equipment for the Facilities Department; providing for the expenditure of funds therefor; and providing an effective date (File 7164 - awarded to Enviromatic Systems, in the one (1) year not-to-exceed amount of $640,000). INFORMATION/BACKGROUND Facilities Management has two HVAC energy management systems throughout most of the buildings: iNet and Reliable. Currently, we have thirteen (13) Reliable systems and seven (7) iNet systems. These allow Facilities staff to control and monitor the HVAC systems from a central location and remotely. The iNet system will no longer be supported by the manufacturer by the year 2021. The department would like to convert all controls to the Reliable system due to its dependability, technical support and our previous experience with this system for over 15 years. We would also like to add to buildings that do not currently have an HVAC energy management system. The benefits of Reliable Controls are having the ability to remotely check the equipment’s functionality and efficiency. In doing so, this saves staff time by not having to be on the location of the referenced site. We have found that equipment and programming costs for Reliable are far more reasonable than other competitors with the iNet systems. Consolidating the two management systems will assist staff in having to support multiples and ease of use of the system. A key factor of having an energy management system is in the event of a disaster or emergency, we will have the capability to remotely control the HVAC system and not have to put our staff in harm’s way. Pricing obtained through the Buy Board Cooperative Purchasing Network has been competitively bid and meets the statutory requirements of Texas Local Government Code 271.102. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On February 1, 2005, Council approved the interlocal agreement with the Buy Board Cooperative Purchasing Network (Ordinance 2005-034). City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com RECOMMENDATION Award a contract with Enviromatic Systems, for HVAC Equipment Supplies & Installation of HVAC Equipment for the Facilities Department, in a one (1) year not-to-exceed amount of $640,000. PRINCIPAL PLACE OF BUSINESS Enviromatic Systems Grand Prairie, TX ESTIMATED SCHEDULE OF PROJECT This is a one (1) year contract. FISCAL INFORMATION These services will be funded from the HVAC CIP account 100251409. Requisitions will be entered into the Purchasing software system on an as-needed basis. The budgeted amount for these services is $640,000. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Buy-Board Cooperative Comparison Exhibit 3: Ordinance Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Dean Hartley, 940-349-8243. Legal point of contact: Mack Reinwand at 940-349-8333. BuyBoard Specification Category ORDER#DESCRIPTION Net Pricing/HR 13 01 Controls Programming DDC Controls Labor for Programming 108.00 13 02 Control Drawings DDC Controls Labor for Control Drawings 108.00 13 03 Controls Graphic DDC Controls Labor for Graphics Generating 108.00 13 04 Controls Startup DDC Controls Labor for Commissioning 108.00 13 05 Controls Installation DDC Controls Labor for Controls Installation 92.00 13 06 Controls Service DDC Controls Labor for Controls Service and Repair 108.00 13 07 HVAC Service HVAC Commercial Service Technician for Service and Repair 95.00 13 08 HVAC Installation HVAC Commercial Installer for Installation 92.00 13 09 Mechancial Piping Mechanical Piping Labor for Piping Installation 92.00 Enviromatic Systems Labor Rates 0% Discount (Net Pricing) City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2989,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,a Texas home-rule municipal corporation,authorizing the City Manager,or his designee,to execute a contract with W.W.Grainger,Inc.,through the TXMAS Cooperative Purchasing Network Contract Number 18-51V06,for the acquisition of maintenance,repair, operations (MRO)and industrial supplies including hand tools,personal safety equipment,and supplies used by field personnel for the City of Denton;providing for the expenditure of funds therefor;and providing an effective date (File 7188 -awarded to W.W.Grainger,Inc.in the three (3)year not-to-exceed amount of $900,000). City of Denton Printed on 1/3/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance CFO: Antonio Puente, Jr. DATE: January 7, 2020 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager, or his designee, to execute a contract with W.W. Grainger, Inc., through the TXMAS Cooperative Purchasing Network Contract Number 18-51V06, for the acquisition of maintenance, repair, operations (MRO) and industrial supplies including hand tools, personal safety equipment, and supplies used by field personnel for the City of Denton; providing for the expenditure of funds therefor; and providing an effective date (File 7188 - awarded to W.W. Grainger, Inc. in the three (3) year not-to-exceed amount of $900,000). INFORMATION/BACKGROUND This contract is to supply maintenance, repair and operations supplies to various City departments. The items include hand tools, personal safety equipment, and supplies such as paint, gloves, cleaning supplies, street brooms, asphalt rakes, and batteries for tools used by field personnel in the execution of their duties. These items are sold to the using departments through the City Distribution Center as well as the vendors online marketplace. The Water, Wastewater, Electric, Technology Services, Parks, and Fire departments have all utilized the online marketplace. Grainger provides one-stop shopping for a vast selection of MRO and industrial supplies. The online marketplace offers a wide variety of manufacturers and distributors, prepaid freight, same-day shipping, and 24-hour emergency support. Pricing obtained through the TXMAS Cooperative Purchasing Network has been competitively bid and meets the statutory requirements of Texas Local Government Code 271.102. RECOMMENDATION Award a contract with W.W. Grainger, Inc., for the acquisition of maintenance, repair, operations (MRO) and industrial supplies including hand tools, personal safety equipment, and supplies used by field personnel for the City of Denton, in a three (3) year not-to-exceed amount of $900,000. PRINCIPAL PLACE OF BUSINESS W.W. Grainger, Inc. Lake Forest, IL City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com ESTIMATED SCHEDULE OF PROJECT This is a three (3) year contract. FISCAL INFORMATION These products and services will be funded through the using department’s budget on an as needed basis. Historically the City has spent an average $300,000 annually for maintenance, repair and operations supplies. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Price Comparison Exhibit 3: Ordinance Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Cassey Ogden at 349-7195. Legal point of contact: Mack Reinwand at 940-349-8333. TXMAS BuyBoard Regular 2nd Item Number Line Description Description 2 Grainger #UM 5512100 STRAP, 21" TIEDOWN +PATS21 (4ZY68)39J421 EA 3.41$ 3.66$ 3.58$ 7546000 GREASE GUN +~LINCOLN 1142 / PLEWS 30-445 4BY69 EA 26.83$ 27.54$ 26.43$ 14545020 BRUSH, PAINT 2",DISPOSABLE+~WOOSTER / WEILER 40068 (1TTX2)1TTX2 EA 8.24$ 17.17$ 16.64$ 14545030 BRUSH,PAINT 3" DISPOSABLE +~WOOSTER (1TTX4)/ WEILER 40070 38M520 EA 0.70$ 2.02$ 1.96$ 14575000 BRUSH, WIRE +WEILER 44053 (1VAG6)1VAG6 EA 5.05$ 5.93$ 5.69$ 14590000 BRUSH,WHEEL SCRUB W/20" HNDL WEILER 79127 (3A321) BRU 4220 52WY68 EA 9.06$ 10.64$ 10.21$ 20012160 HAT, LIME MESH BOONIE HIGH VISIBILITY, ERB 61587S230 52CE38 EA 19.39$ 21.69$ 22.40$ 20012180 BALACLAVA, WINTER HAT/MASK N-FERNO 6827 16W661 EA 13.96$ 15.61$ 16.12$ 20027000 GLOVES JERSEY +~MEMPHIS 7100RI/JW 4503/LIBERTY 1AV08 PR 0.42$ 1.37$ 1.42$ 20027104 GLOVE, POLY PALM NYLON LARGE+~MEMPHIS GLOVE# 9696L 3RUL3 EA 2.60$ 2.91$ 3.00$ 20027105 GLOVE, POLY PALM NYLON XL +~MEMPHIS GLOVE# 9696 XL 3RUL6 EA 2.60$ 2.91$ 3.00$ 20027151 GLOVES, SPECIAL ORDER, L ^CONDOR 3HB75, LATEX COATED 3HB75 PR 1.11$ 3.21$ 3.32$ 20027152 GLOVES, SPECIAL ORDER, XL ^CONDOR 3HB76, LATEX COATED 3HB76 PR 1.11$ 3.21$ 3.32$ 20027153 GLOVES, SPECIAL ORDER, M ^CONDOR 3HB74, LATEX COATED 3HB74 EA 2.87$ 3.21$ 3.32$ 20027154 GLOVES CHEMICAL RESISTANCE +12 INCHES LONG, MEMPHIS # 6212 49DA37 EA 26.09$ 29.19$ 30.14$ 20027155 GLOVES CHEMICAL RESISTANCE +18 INCHES LONG, MEMPHIS # 6218 49DA38 PR 37.50$ 41.95$ 43.32$ 20045265 BAG, SAND 14X26 ORANGE, 40LBS 6FGX9 EA 53.73$ 60.10$ 62.06$ 20221925 BOOTS, HIP RUBBER, SIZE 8^SPECIAL ORDER 35GU34 EA 91.91$ 102.83$ 106.18$ 28581005 KNIFE SKINNING +~PROTO 18505 /KLIEN 1550-24 2DGP8 EA 30.44$ 32.07$ 33.12$ 28581006 KNIFE UTILITY RETRACTABLE BLADE 1YJD2 EA 6.70$ 7.07$ 7.30$ 28581020 PLIERS, LONGNOSE +~PROTO 226G (3R211)KLEIN D203-6 4A864 EA 29.93$ 31.54$ 32.57$ 28581100 PLIERS, DIKES 8" +~KLEIN #D228-8 (4A839)4A839 EA 31.56$ 33.26$ 34.34$ 28712000 BATTERY "AA" ALKALINE(24/SL)\+ENERGIZER EN 91/DURACELL ONLY 38W365 SL 8.00$ 11.25$ 10.79$ 28712020 BATTERY AAA ALKALINE (24/SL)\+ENERGIZER EN92, DURACELL ONLY 38W366 SL 9.34$ 11.25$ 10.79$ 28712050 BATTERY 9VOLT ALKALINE(12/SL)+ENERGIZER EN22,DURACELL ONLY 38W369 SL 18.18$ 21.89$ 21.00$ 28712100 BATTERY "C" ALKLALINE(12/SL)\+EN93 ONLY (12/SL)38W367 SL 10.72$ 12.91$ 12.39$ 28712150 BATTERY "D" ALKALINE(12/SL) \+DURACELL ONLY 38W368 SL 13.00$ 15.66$ 15.03$ 28712201 BATTERY FLASHER 6V ALKALINE +~NO 529 4LR25X ENERGIZER ONLY 22M709 EA 10.14$ 12.21$ 11.71$ 34028000 EXTINGUISHER FIRE 2.5 LBS +KIDDE# UN1044 479W98 EA 21.36$ 23.90$ 24.68$ 34028050 EXTINGUISHER FIRE 5 LBS +~ABC# B-500 1FBK1 EA 57.12$ 63.90$ 65.99$ 34508210 COVERALL, DISPOSABLE X-LARGE+~DUPONT TYCHEM SL122B (5HH71)4LUJ4 EA 302.74$ 338.70$ 349.74$ 34508220 COVERALL, DISPOSABLE XXL +~DUPONT TYCHEM SL122B (5HH72)5HH72 EA 9.86$ 9.71$ 9.71$ 34532255 POISON IVY CLEANSER +TECNU #18-024G (.5OZ -4/BX)39N937 BX 4.94$ 5.53$ 5.71$ 34556025 HARD HAT, SWEATBAND-TERRY+~MSA # 696688/ 1006891(4RB54)35GJ76 EA 66.70$ 74.62$ 77.05$ 34556030 HARD HAT, VISOR - FULL BRIM +~MSA # 697410 ONLY 5KAX8 EA 20.20$ 22.60$ 23.34$ 34556200 HARD HAT, WHITE FULL BRIM ~+MSA # 475369 4LN96 EA 11.73$ 26.12$ 26.97$ 34564000 EARPLUGS, W/ CORD (100/BX) +~EAR EXPRESS 318-1009 -NRR 30DB 5FV12 BX 25.69$ 28.74$ 29.68$ 34564105 GLASSES, SAFETY CLEAR +~NEMESIS 25676 (1013597)2UYF3 PR 6.03$ 6.74$ 6.96$ 34564120 GLASSES, SAFETY BLACK/SMOKE +~NEMISIS 25688 / 1013598 2UYF4 EA 2.25$ 6.80$ 7.02$ 34564160 GLASSES, SAFETY BLUE TINT NEMESIS B/IO ONLY 33VA55 EA 6.81$ 7.63$ 7.88$ 40548100 GREASE, CARTRIDGE-XTREME TEMP+MOBIL THAW2 / 1MUC1 (10/CA)1MUC1 EA 5.81$ 5.96$ 5.72$ 40548105 FUEL, PRE-MIXED, 50:1 (1QUART)6QT/CASE, 2-CYLCE, VP#6238 46T343 CA 81.30$ 51.72$ 80.08$ 40566000 OIL, PENETRATING (11 OZ) +SPRAYON S00103 (1D277)1D277 EA 8.87$ 9.11$ 8.74$ 44506160 RULE, FOLDING FIBERGLASS,6' +~2DGE7 2DGE6 EA 25.20$ 26.55$ 27.42$ 44509310 BLADE, SAW 9" (5 CT)SUPER SAWZALL 8TPI BI-METAL 5LY51 PK 25.28$ 26.58$ 26.58$ 44509316 BLADE, UTILITY (50 CT)CARBON STEEL BLADE DISPENSER 4A805 PK 7.58$ 23.74$ 24.51$ 44521050 CUTTER, BOLT, 24" +HK PORTER 2G994 / 0190MC 25D137 EA 168.36$ 177.41$ 183.20$ 44521100 CUTTER, BOLT, 30" +HK PORTER 0290MC (2H013)2H013 EA 147.54$ 155.47$ 160.54$ 44521400 CUTTER, TUBING, 3/16"-1 1/8" +RIGID 15-32920 /REED 03485 1VTU2 EA 57.08$ 60.14$ 62.10$ 44521420 CUTTER, TUBING, 5/8"- 2 1/8" +RIGID #20 / REED 03487 (4CW55)4CW55 EA 77.12$ 81.26$ 83.91$ 44521450 CUTTER, WHEEL FOR TUBING +RIGID F158-101520 /REED 03660 4CW65 EA 4.95$ 9.62$ 9.94$ 44538000 BAR, ROCK, 60" +UNION 30650 /F#0226719 ONLY 3FE91 EA 48.02$ 50.60$ 52.25$ 44538020 HAMMER, BALL PEEN, 32 OZ. +~STANLEY 54-032 (6R270)6R270 EA 22.93$ 24.17$ 24.96$ 44538030 HAMMER,MILL FACE FRAME 24 OZ+~VAUGHN 505M (2A525)2DBT4 EA 36.92$ 38.91$ 40.18$ 44538040 HAMMER, CLAW, 16 OZ. +~STANLEY 51-441 /51-505 (3PY34)3PY34 EA 21.88$ 23.06$ 23.81$ 44538060 HAMMER, SLEDGE, 4 LB. +~UNION 30576 / 5ML15 6DPR7 EA 19.24$ 20.28$ 20.94$ 44538080 HAMMER, SLEDGE, 10 LB. +UNION # 30582 2DBT4 EA 36.92$ 38.91$ 40.18$ 44540060 HANDLE,PUSH BROOM W/METAL TIP+TOC0160/CSM 4526700 /WIL-M1040 3H384 EA 7.78$ 11.63$ 11.16$ 44540080 HANDLE, STREET BROOM +5' W/ TAPERED, SMOOTH END 53GX74 EA 7.86$ 9.24$ 8.86$ 44543050 RAKE, BOW +UNION 63141, AMES 5098-63-141 1WG36 EA 10.76$ 36.94$ 35.44$ 44544000 3/8" ALY CLVS GRB HK(GRD 80) +EQUIPRITE ALLOY STEEL 49JN54 EA 13.24$ 14.21$ 13.92$ 44546150 LEVEL, 9" ALUMINUM 4-VIAL, MAGNETIC 4MRW9 EA 11.92$ 12.56$ 12.97$ 44552050 PLIERS ADJUSTABLE 10" +CHANNEL LOCK 430 (4CR40)4CR40 EA 9.11$ 15.86$ 16.38$ 44552100 PLIERS ADJUSTABLE 12" +~CHANNEL LOCK 440 (4CR41)4CR41 EA 10.34$ 17.98$ 18.56$ 44552200 PLIERS VICE GRIPS 10" +VISEGRIP # 10CR (6C661)4CHV4 EA 16.13$ 17.00$ 17.56$ 44561020 SHOVEL, LONG HANDLE SQ POINT +UNION 44124/AMES KODIAK 3W499 1WG32 EA 12.50$ 52.47$ 50.35$ 44561100 SHOVEL, LONG HANDLE RND POINT+POWER SEAL #348006C060AS 1WG31 EA 12.26$ 35.23$ 33.81$ 44561150 SHOVEL,LONG HANDLE RND PT FIB+UNION 45013/NUPLA 72-016,3MD54 3YU82 EA 27.91$ 31.28$ 30.02$ 44561200 PICK, WITH HANDLE +UNION 30125/ AMES 1193500 20C883 EA 40.13$ 42.29$ 43.67$ 44561250 SHOVEL, LONG HANDLE SQ PT FIB+UNION RAZORBACK PRO # 44004 3YU83 EA 32.05$ 35.93$ 34.48$ 44561300 SHOVEL, SHARP SHOOTER +UNION 47103, KODIAK 1577000 4LVR8 EA 13.20$ 38.29$ 36.75$ 44561350 SHOVEL, SHARP SHOOTER FIB GLS+HISCO HISS16DG ONLY 49DG93 EA 51.04$ 57.20$ 54.89$ 44561360 STRAP, RATCHET ASSEMBLY +~45494 (3.3K LD LMT, 27' X 2")1DKZ1 EA 17.16$ 33.82$ 33.13$ 44564050 SCREWDRVR PHILLIPS 2-1/4"X4" +STANLEY 64-102 (6C239)53JT19 EA 1.99$ 5.68$ 5.86$ 44564125 SCREWDRIVER,5/16X6" STANDARD+~KEYSTONE TIP, KLEIN #6006 2DFX7 EA 16.12$ 16.98$ 17.54$ 44564150 SCREWDRIVER, 3/8X8" STANDARD+~KEYSTONE TIP, KLEIN# 6008 4A847 EA 22.93$ 24.17$ 24.96$ 44564175 SCREWDRIVER, 1/2"X12"STANDARD+KEYSTONE TIP, KLEIN# 60012 2RKN8 EA 27.17$ 28.63$ 29.56$ 44564200 SCREWDRIVER STANDARD 3/16X 6"+STANLEY6C257/ROCKRIVER2105211 53JT02 EA 4.99$ 5.26$ 5.43$ 44564300 SCREWDRIVER STANDARD 1/4X 4"+~STANLEY6C256/ROCKRIVER2105209 53JR99 EA 4.76$ 5.01$ 5.18$ 44564500 SCRAPER, HAMMER HEAD FASTENAL #0222953 4YP28 EA 8.20$ 8.64$ 8.92$ 44591050 WRENCH ADJUSTABLE 8" +~STANLEY 87-369 (2MU44)31D022 EA 15.06$ 15.57$ 15.57$ 44591100 WRENCH ADJUSTABLE 10" +~CRESCENT AC110V/STANLEY 87.471 3R375 EA 26.77$ 28.21$ 29.13$ 44591150 WRENCH ADJUSTABLE 12" +PROTO 712 (3R381)1NYA5 EA 28.66$ 30.19$ 31.18$ Unit Cost Exhibit 2 File 7188 - Price Comparison for Grainger Items TXMAS BuyBoard Regular 2nd Item Number Line Description Description 2 Grainger #UM Unit Cost Exhibit 2 File 7188 - Price Comparison for Grainger Items 44591440 WRENCH 12" OFFSET PIPE +~REED# RW012/RIGID# E12 4CW43 EA 43.54$ 45.88$ 47.38$ 44591480 WRENCH 10" PIPE +~RIGID# 310100/REED RW10 4A498 EA 29.73$ 31.33$ 32.35$ 44591500 WRENCH 12" PIPE +~RIGID# 31015 (4CW42) REED RW12 4CW42 EA 23.89$ 35.77$ 36.94$ 45017000 CAN GAS 2 GALLON +EAGLE TYPE II -U2-26-S (2W683)3NKT7 EA 89.67$ 100.33$ 103.60$ 45017050 CAN, GAS 5 GALLON , TYPE II +EAGLE U2-51-S/GRAIGER# (2W314)5AK44 EA 94.21$ 105.40$ 108.84$ 45048005 LADDER, 6' STEP FIBERGLASS +LOUISVILLE TYPE 1A ADVENT 3W141 EA 110.42$ 143.30$ 140.34$ 45087000 WATER COOLER, 3 GAL +IGLOO #431 (3ZC45)3ZC45 EA 27.25$ 38.74$ 40.00$ 45087050 WATERCOOLER, 5 GAL +IGLOO #451 (3ZC46)5DDA9 EA 27.49$ 53.26$ 55.00$ 45087100 WATERCOOLER, 10 GAL +IGLOO #4101 (3ZC47)5DDC0 EA 72.47$ 81.07$ 83.71$ 45087110 WATER COOLER SPIGOT +IGLOO # IG24009 9J047 EA 14.37$ 16.07$ 16.60$ 46035000 HOSE, GARDEN, 5/8" x 50' +GLIMOUR 19-58050 - COMMERCIAL 423H87 EA 26.36$ 29.54$ 28.35$ 47525206 BOLT CUTTER 24-1/2" ^DEC DISTRIBUTION ONLY 25D141 EA 184.09$ 193.98$ 200.31$ 48510050 BROOM, WAREHOUSE +ELA-40 , FASTENAL 610012 1VAB8 EA 4.79$ 13.84$ 13.28$ 48510150 BROOM, PUSH, 24" W/O HANDLE +CSM-4507303/ G4B-00000003 4KNA5 EA 16.05$ 18.86$ 18.10$ 48510180 BROOM, STREET, 16" W/O HANDLE+TOCSB1006 /CSM-4523605/4523601 3A324 EA 13.60$ 15.99$ 15.34$ 48510200 BROOM, WHISK (12/CA) +UNS-951WC, F# 610036-131464 34F931 EA 3.14$ 6.47$ 6.21$ 48510300 BRUSH, SCRUB W/ 8.5" HANDLE BRU-4208 400F95 EA 5.56$ 6.53$ 6.27$ 48513000 LOTION, HAND 800ML (12/CA)+GOJO #9142-12, F# 650099 1CH59 EA 110.27$ 119.07$ 119.07$ 48513020 SOAP, FOAMING ANTIBACTERIAL GOJO/PROVON GOJ518603 REFILL 3AU30 CA 75.73$ 94.67$ 90.85$ 48513250 TOWEL, HANDSCRUB BUCKET +~WIPEALL , KIM 91371 (6/CA)4YCR4 EA 16.63$ 20.79$ 19.95$ 48513400 CLEANER, VEHICLE PROTECTANT 32OZ BOTTLE ARMORALL/TURTLEWAX 54HR53 EA 6.90$ 7.09$ 6.80$ 48516050 DISINFECTANT LEMON SPA-10624 / PINESOL (1 GA)22D032 EA 50.18$ 62.74$ 60.20$ 48516075 WIPES, DISINFECTANT LEMON +~SPA108606 (125/TUB,6 TUBS/CA )22C486 EA 67.83$ 84.80$ 81.38$ 48516100 DEGREASER, LIQUID (GA) +ITEM#SNB-213/SPA-21304 (6/CS)4YE57 EA 64.32$ 80.42$ 77.17$ 48525100 CLEANER,WASHROOM FOAMING+VANISH DRK-91225, 12/CA 1XEH3 EA 64.70$ 80.89$ 77.62$ 48528000 CLEANER GLASS AEROSOL \+~G4C-20130 (12/CA)5RVT4 EA 1.67$ 4.61$ 4.43$ 48528050 CLEANER GLASS 1 GA , 4/CA +AFL-1005 , AFL-1824, F# 605956 20PG70 EA 21.81$ 21.81$ 21.81$ 48530100 URINAL SCREEN,W/DEODORANT BLK+G4C-PUS4, CHERRY (12/BX)3EEE6 EA 49.34$ 57.96$ 55.62$ 48532000 DEODORANT AIR FRESHENER 20 OZ+SPA-6095, F # 0610227 2DBY9 EA 6.27$ 7.38$ 7.08$ 48532010 AIR FRESHENER MODULE-VANILLA G4C-40007 ,5.3OZ CAN (6/CA)46C770 EA 94.86$ 111.45$ 106.95$ 48538100 SOAP, LIQUID LAUNDRY 100 OZ 4 TO A CASE 5GUU1 EA 16.47$ 20.59$ 19.76$ 48563100 SPRAY, INSECT REPELLENT^~6OZ OFF DEEP WOODS ONLY 4HK65 EA 3.24$ 5.26$ 9.08$ 50525000 BLEACH,LIQUID CHLORINE,121 OZ+HCI-514% , F# 620279-131582 41H893 GA 12.02$ 26.16$ 25.10$ 55020100 FLARE, HIGHWAY W/OUT SPIKE 30 MIN BURN, 36/CA (IEKU5)489M77 CS 71.33$ 79.80$ 82.40$ 63048050 PAINT SPRAY FLAT BLACK +RUSTOLEUM 15 OZ/KRYLON 356 5W179 EA 4.43$ 8.90$ 8.63$ 63048300 PAINT SPRAY MARKING BLUE +~RUSTOLEUM 17OZ ONLY 203022 6KN88 EA 2.24$ 5.91$ 5.73$ 63048350 PAINT SPRAY MARKING GREEN +RUSTOLEUM 17OZ /KRYLON 3631 6YH09 EA 5.33$ 5.91$ 5.73$ 63048400 PAINT SPRAY MARKING RED 17OZ\+RUSTOLEUM 203029, AERVOE 244 6KP10 EA 5.33$ 5.91$ 5.73$ 63048430 PAINT SPRAY MARKING NEON GREEN -6KN91 EA 3.01$ 5.91$ 5.73$ 63048450 PAINT SPRAY MARKING YELLOW +RUSTOLEUM 17OZ / SPRAYON 3821 6KN99 EA 2.24$ 5.91$ 5.73$ 63048500 PAINT SPRAY MARKING WHITE ~+RUSTOLEUM 203030 /SPRAYON 3900 6KP32 EA 2.24$ 5.91$ 5.73$ 63066100 TOLUENE THINNER, 5GA/BK 3EHJ6 BK 169.58$ 188.16$ 182.40$ 64075400 TOWEL TERI WIPER (10 BX/CA) \+KIMBERLY-CLARK #34790 2VHP9 BX 5.73$ 18.57$ 17.82$ 75540000 RAKE ASPHALT (LUTE)42" +UNION #63133 /AMES 3ZC25 2MVR9 EA 74.85$ 83.90$ 80.51$ 81090000 SPRAYER COMP. 3 GAL +~CHAPIN#2209 (4Z398)21AC32 EA 77.36$ 86.71$ 83.21$ 81090100 SPRAYER, S.S. 3 GALLON +CHAPIN 1749 (4W499)21AC32 EA 77.36$ 86.71$ 83.21$ 81090400 BOTTLE W/ SPRAYER 22OZ+CON922B & CON922HL 20WU25 EA 34.72$ 40.79$ 39.14$ 83224000 TAPE, DUCT 2"X60 YDS, 9 MIL +~COLOR: SILVER (6JD46)6JD46 RL 4.85$ 8.05$ 7.72$ 83224040 TAPE,CAUTION DO NOT ENTER +~YELLOW, 3" X 1000' (12/BX)1N956 RL 12.12$ 13.56$ 14.00$ 83272050 TAPE, TEFLON 1/2" ~+UNITED UT50T-A /GRAINGER 4X227 21TF19 RL 0.48$ 0.49$ 0.47$ 83276050 TAPE, MEASURING 25' +~ROCK RIVER(1"X25'), F#21199988 44ZJ79 EA 11.97$ 12.61$ 13.02$ 85548020 TIE, LOCKING CABLE 6" (100/PK)45LB, UV BLACK, NYLON 6.6 36J138 PK 7.63$ 9.47$ 9.27$ 85548030 TIE, LOCKING CABLE 8" (100/PK)50LB, UV BLACK, NYLON 6.6 2CMY8 PK 26.36$ 32.71$ 32.03$ 93938226 GLOVE, SPECIAL ANIMAL SERV, L^10BX/CA, SUPRENO EC, G#3RRK4 3RRK4 BX 16.59$ 18.56$ 19.16$ 93938227 GLOVE, SPECIAL ANIMAL SERV XL^10BX/CA, SUPRENO EC, G#3RRK7 3RRK7 BX 16.59$ 18.56$ 19.16$ 93938230 GLOVE, LATEX-FREE ( L)+APEXPRO 10BX/CS, BT#1015-11203 3RRK4 BX 16.59$ 18.56$ 19.16$ 93938237 MASK MOLDEX N95 LG ^~BT# 1513 8 BX/CA 20 EA/BX 2KJJ5 BX 9.89$ 17.84$ 18.42$ 4,362.75$ 5,134.14$ 5,185.82$ City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2990,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 BiblioCommons,Inc.,for software maintenance and licensing from BiblioCommons for the Online Library Catalog Discovery &Overlay Tool for the Denton Public Library, 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 7217 - awarded to BiblioCommons, Inc., in the three (3) year not-to-exceed amount of $72,805.80). City of Denton Printed on 1/3/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance CFO: Antonio Puente, Jr. DATE: January 7, 2020 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 BiblioCommons, Inc., for software maintenance and licensing from BiblioCommons for the Online Library Catalog Discovery & Overlay Tool for the Denton Public Library, 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 7217 – awarded to BiblioCommons, Inc., in the three (3) year not-to-exceed amount of $72,805.80). INFORMATION/BACKGROUND Denton Public Library stated as part of the Library Strategic Plan 2013-16 to "Review and update library online catalog" as a priority for 2016. The Denton Public Library Technology Plan 2016-19 states: "The library will update and expand its websites and online services in order to keep them up to date, relevant, and improve their usability. This process will include an overhaul of both the library's city website and the catalog website." Library staff researched for several months to determine the key features and essential software components for an online catalog discovery overlay. This tool will assist library customers with relevant catalog search returns in the form of materials and links to programs and recommendations. The overlay software must integrate well with the current integrated library system. BiblioCommons has a visually appealing interface that integrates reviews, library classes and database options for a complete offering in response to customers' queries. Several large library systems currently use BiblioCommons, including Austin, Texas and the Chicago Public Library. When these large systems request and pay for improvements or upgrades to the current product, all member libraries benefit from the advancements. BiblioCommons has built in reviews from all member libraries. These reviews help inform selection choices by customers. Additionally, BiblioCommons offers a Spanish language option to assist this growing demographic with library information and material selections. By integrating added value about library classes and resources, the customer will have a more complete picture of the available options at their disposal. The overlay software will enable Library staff to meet our strategic goal by offering a more relevant and community-centered experience for customers. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com It is essential for the City of Denton to keep current maintenance with the software vendor in order to ensure availability of upgrades, software fixes, and access to knowledge and support resources. The Technology Services department could not identify any local vendors in the city limits that could provide software maintenance for this application. The City of Denton would like to continue to utilize BiblioCommons software for another three years to capture the full lifecycle of the product. Therefore, procuring this maintenance from the above vendor is the best value for the City of Denton. 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 BiblioCommons, Inc., as a sole source supplier, for software maintenance and licensing from BiblioCommons for the Online Library Catalog Discovery & Overlay Tool for the Denton Public Library in an amount not to exceed $72,805.80. Year 1 Year 2 Year 3 Maintenance & Licensing $20,587.61 $22,028.74 $23,570.75 10% Contingency $2,058.76 $2,202.87 $2,357.07 Contract Total: $72,805.80 PRINCIPAL PLACE OF BUSINESS BiblioCommons, Inc. Ontario, Canada ESTIMATED SCHEDULE OF PROJECT This is a three (3) year contract. FISCAL INFORMATION These services will be funded from Technology Services operational account 830400.6504. Purchase Order # 144826 has been entered into the Purchasing software system in the amount of $20,587.61. The budgeted amount for this item is $72,805.80. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Ordinance Respectfully submitted: Lori Hewell, 349-7100 Purchasing Manager For information concerning this acquisition, contact: Melissa Kraft, 940-349-7823. Legal point of contact: Mack Reinwand at 940-349-8333. Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 894FD938-7D67-4FD6-8FC4-2C4F1606C2F3 Suzzen Stroman 7217FILE Online Library Catalog Discovery & Overlay Tool Yes DocuSign Envelope ID: 894FD938-7D67-4FD6-8FC4-2C4F1606C2F3 DocuSign Envelope ID: 894FD938-7D67-4FD6-8FC4-2C4F1606C2F3 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT CITY OF DENTON, TEXAS BY: _____________________________ TODD HILEMAN CITY MANAGER ATTEST: ROSA RIOS, CITY SECRETARY BY: _______________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: _______________________________ DocuSign Envelope ID: 894FD938-7D67-4FD6-8FC4-2C4F1606C2F3 Technology Services Melissa Kraft Chief Technology Officer Certificate Of Completion Envelope Id: 894FD9387D674FD68FC42C4F1606C2F3 Status: Sent Subject: Please DocuSign: City Council Contract 7217 - Online Library Catalog Discovery & Overlay Tool Source Envelope: Document Pages: 4 Signatures: 2 Envelope Originator: Certificate Pages: 6 Initials: 1 Suzzen Stroman AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 suzzen.stroman@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: Original 12/5/2019 9:47:11 AM Holder: Suzzen Stroman suzzen.stroman@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Suzzen Stroman suzzen.stroman@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 129.120.6.150 Sent: 12/5/2019 9:48:16 AM Viewed: 12/5/2019 9:48:22 AM Signed: 12/5/2019 9:48:24 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 12/5/2019 9:48:26 AM Viewed: 12/5/2019 10:23:33 AM Signed: 12/5/2019 10:23:59 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Mack Reinwand mack.reinwand@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 12/5/2019 10:24:01 AM Viewed: 12/9/2019 1:30:57 PM Signed: 12/9/2019 1:31:09 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Melissa Kraft Melissa.Kraft@cityofdenton.com Chief Technology Officer City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 47.190.47.120 Signed using mobile Sent: 12/9/2019 1:31:11 PM Viewed: 12/9/2019 1:43:39 PM Signed: 12/9/2019 1:44:01 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Signer Events Signature Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 12/9/2019 1:44:03 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman Todd.Hileman@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/25/2017 11:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 12/5/2019 9:48:26 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sherri Thurman sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 12/9/2019 1:44:03 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Stephanie Padgett stephanie.padgett@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 12/9/2019 1:44:03 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-017,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 Silbo Inc.,for the purchase of certified softball officiating services; providing for the expenditure of funds therefor;and providing an effective date (IFB 7193 -awarded to Silbo Inc.,for one (1)year,with the option for two (2)additional one (1)year extensions,in the total three (3)year not-to-exceed amount of $203,490). City of Denton Printed on 1/3/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance CFO: Antonio Puente, Jr. DATE: January 7, 2020 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 Silbo Inc., for the purchase of certified softball officiating services; providing for the expenditure of funds therefor; and providing an effective date (IFB 7193 – awarded to Silbo Inc., for one (1) year, with the option for two (2) additional one (1) year extensions, in the total three (3) year not-to-exceed amount of $203,490). IFB INFORMATION/BACKGROUND The Adult Softball league is operated by the Parks and Recreation Department (PARD) staff, which is offered in the spring, summer, and fall seasons. This service will be a new governing body to the existing Adult Softball program that is operated by PARD. The company will allow PARD to provide two separate types of league's rules/governing body, USA Softball & United States Specialty Sports Association (USSSA). This specific company can officiate USSSA leagues, which can attract additional teams that enjoy playing under that rule format. Our participants also requested that we provide a USSSA league through email, phone calls, and a focus group meeting. The estimated cost of the contract over a three (3) year period is based on planning spring, summer, and fall leagues. Each season is projected to attract between 50 and 70 teams depending on the season for approximately 969 games a year. This is the third invitation for bid on USSSA officiating. This service was initially included in IFB 6907 as Section B Part 2 with no bids received on the section. It went out again under IFB 6967 Section B Part 2 in January 2019 with no bids received. The officiating was bid a third time in IFB 7193 as a stand-alone service. Invitation for Bids was sent to 263 prospective suppliers of this item. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. One (1) bid meeting specification was received by Silbo Inc. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com NIGP Code Used for Solicitation: 961-Miscellaneous Services No. 1 Notifications sent for Solicitation sent in IonWave: 263 Number of Suppliers that viewed Solicitation in IonWave: 4 HUB-Historically Underutilized Business Invitations sent out: 20 SBE-Small Business Enterprise Invitations sent out: 102 Responses from Solicitation: 1 RECOMMENDATION Award a contract with Silbo Inc., for the purchase of certified softball officiating services, in a one (1) year, with the option for two (2) additional one (1) year extensions, in the total three (3) year not -to-exceed amount of $203,490. PRINCIPAL PLACE OF BUSINESS Silbo Inc. Raleigh, NC ESTIMATED SCHEDULE OF PROJECT This is a three (3) year contract. FISCAL INFORMATION These services will be funded from Parks and Recreation account 411170.7868. Requisitions will be entered on an as-needed basis. The budgeted amount for this item is $203,490. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Ordinance and Contract Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Laura Behrens, 940-349-7469. Legal point of contact: Mack Reinwand at 940-349-8333. Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 USSSA SOFTBALL UMPIRES Jody Word 7193IFB Yes Contract # 7193 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AN SILBO, INC. (CONTRACT 7193) THIS CONTRACT is made and entered into this date ______________________, by and between Silbo, Inc. a Deleware corporation, whose address is 6120 Saint Giles Street, Raleigh, NC 27612, 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 t he Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products and/or services in accordance with the City’s document IFB 7193-USSSA Softball Umpires, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit “A”); (b) City of Denton’s IFB 7193 (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. DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Contract # 7193 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 BY: ______________________________ AUTHORIZED SIGNATURE Printed Name: _____________________ Title: ____________________________ __________________________________ PHONE NUMBER _________________________________ EMAIL ADDRESS 2019-565367 TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER CITY OF DENTON, TEXAS BY: _____________________________ TODD HILEMAN CITY MANAGER ATTEST: ROSA RIOS, CITY SECRETARY BY: _______________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: _______________________________ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Trey@gosilbo.com Account Executive 919-518-3304 Trey Thompson Gary Packan Director of Parks and Recreation Parks and Recreation Contract # 7193 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $203,409. 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 two (2) 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. DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Contract # 7193 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 solicitatio n to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the City’s premises or on public rights-of-way. 1. CONTRACTOR’S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor’s Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City’s name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City receives and accepts the deliverables. DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Contract # 7193 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 fort h the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non-conforming deliverables. If the City has the right to inspect the Contractor’s, or the Contractor’s Subcontractor’s, facilities, or the deliverables at the Contractor’s, or the Contractor’s Subcontractor’s, premises, the Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the City’s service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Contractor’s obligations under the contract. The Contractor hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, City Staff, participants and others on or near the City’s facilities. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Contract # 7193 C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, its 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. DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Contract # 7193 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City’s receipt of the deliverables or of the invo ice 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. DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Contract # 7193 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 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor’s Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Contract # 7193 B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY – TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY – DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Contract # 7193 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 repla ce 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 availabl e remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Contract # 7193 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 d amages, costs, losses and expenses, incurred by the City as a result of the Contractor’s default, including, without limitation, cost of cover, reasonable attorneys’ fees, court costs, and prejudgment and post- judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City’s vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days’ prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Contract # 7193 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, O R THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR’S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Contract # 7193 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 expense, to review certified copies of policies and endorsements thereto and may make an y 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. DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Contract # 7193 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 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 DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Contract # 7193 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, 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 DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Contract # 7193 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 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. DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Contract # 7193 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 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. 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. DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Contract # 7193 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 sess ion. The City and the Contractor will share the mediator’s fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Contract # 7193 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. 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. DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Contract # 7193 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. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for thi s Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Contract # 7193 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 con tinues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Contract # 7193 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 res olved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFP/Bid documents 3. City’s standard terms and conditions 4. Purchase order 5. Supplier terms and conditions DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Contract # 7193 Exhibit D INSURANCE REQUIREMENTS AND WORKERS’ COMPENSATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better. • Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. • Liability policies shall be endorsed to provide the following: ▪ Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. ▪ That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. ▪ Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. • Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Contract # 7193 • 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. DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Contract # 7193 [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. DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Contract # 7193 [ ] 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. DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Contract # 7193 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/be verage 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: DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Contract # 7193 1. a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Contract # 7193 a. a certificate of coverage, prior to the other person beginning work on the project; and b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self -insured, with the commission's Division of Self -Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor’s failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Contract # 7193 Exhibit E Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 7193-USSSA Umpires Silbo, INC. Total Price Line #Description QTY UOM Unit SECTION A: SOFTBALL UMPIRES - USSSA SOFTBALL 1 ADULT SOFTBALL CO-ED LEAGUES Game rate for2 Umpires (Pricing includes the following: Rate for (2)Officials, Scorekeeper Cost Per Game, Assigning Fee, including Supplies we want the Total Price per game for 2 Umpires. 2 EA $35.00 2 ADULT SOFTBALL MENS LEAGUES Game rate for2 Umpires (Pricing includes the following: Rate for (2)Officials, Scorekeeper Cost Per Game, Assigning Fee, including Supplies we want the Total Price per game for 2 Umpires. 2 EA $35.00 3 ADULT SOFTBALL TOURNAMENTS Game rate for2 Umpires (Pricing includes the following: Rate for (2)Officials, Scorekeeper Cost Per Game, Assigning Fee, including Supplies we want the Total Price per game for 2 Umpires. 2 Pair $35.00 EXHIBIT F DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Exhibit CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relat ionship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Sec tion 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this s ection is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local gov ernment officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 SILBO, INC. G X X X X no n/a 12/16/2019 Certificate Of Completion Envelope Id: FC4A8771502B4920AB30EE7766029AE9 Status: Sent Subject: Please DocuSign: City Council Contract 7193 Source Envelope: Document Pages: 33 Signatures: 4 Envelope Originator: Certificate Pages: 6 Initials: 1 Jody Word AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 901B Texas Street Denton, TX 76209 jody.word@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: Original 12/11/2019 3:51:12 PM Holder: Jody Word jody.word@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Jody Word jody.word@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 129.120.6.150 Sent: 12/11/2019 3:53:46 PM Viewed: 12/11/2019 3:53:56 PM Signed: 12/11/2019 3:54:51 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 12/11/2019 3:54:55 PM Viewed: 12/12/2019 2:42:09 PM Signed: 12/12/2019 2:42:53 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Mack Reinwand mack.reinwand@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 12/12/2019 2:42:56 PM Viewed: 12/13/2019 2:05:17 PM Signed: 12/13/2019 2:06:53 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Trey Thompson Trey@gosilbo.com Account Executive Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 174.109.248.111 Sent: 12/13/2019 2:06:56 PM Viewed: 12/13/2019 2:09:32 PM Signed: 12/16/2019 5:43:07 AM Electronic Record and Signature Disclosure: Accepted: 12/13/2019 2:09:32 PM ID: 8e46f31b-efd5-486b-86c6-bbcca2daf1e4 Signer Events Signature Timestamp Gary Packan Gary.packan@cityofdenton.com Director of Parks and Recreation Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 12/16/2019 5:43:10 AM Viewed: 12/16/2019 5:44:29 AM Signed: 12/16/2019 5:44:50 AM Electronic Record and Signature Disclosure: Accepted: 12/16/2019 5:44:29 AM ID: 77e0a73a-eba5-41fa-a303-280cdd6911f2 Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 12/16/2019 5:44:53 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman Todd.Hileman@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/25/2017 9:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 12/11/2019 3:54:55 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sherri Thurman sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 12/16/2019 5:44:53 AM Carbon Copy Events Status Timestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Chris Escoto chris.escoto@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jason Barrow jason.barrow@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 12/16/2019 5:44:53 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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Electronic Record and Signature Disclosure created on: 7/21/2017 1:59:03 PM Parties agreed to: Trey Thompson, Gary Packan, Todd Hileman How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. 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By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Contract # 7193 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AN SILBO, INC. (CONTRACT 7193) THIS CONTRACT is made and entered into this date ______________________, by and between Silbo, Inc. a Deleware corporation, whose address is 6120 Saint Giles Street, Raleigh, NC 27612, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products and/or services in accordance with the City’s document IFB 7193-USSSA Softball Umpires, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit “A”); (b) City of Denton’s IFB 7193 (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. DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Contract # 7193 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 BY: ______________________________ AUTHORIZED SIGNATURE Printed Name: _____________________ Title: ____________________________ __________________________________ PHONE NUMBER _________________________________ EMAIL ADDRESS 2019-565367 TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER CITY OF DENTON, TEXAS BY: _____________________________ TODD HILEMAN CITY MANAGER ATTEST: ROSA RIOS, CITY SECRETARY BY: _______________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: _______________________________ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 "( # % $'%$& "( !# "( "$ " " # "$ " # "$ Contract # 7193 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $203,409. 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 two (2) 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. DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Contract # 7193 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 receives and accepts the deliverables. DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Contract # 7193 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. DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Contract # 7193 C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, its 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. DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Contract # 7193 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City’s receipt of the deliverables or of the invo ice 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. DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Contract # 7193 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 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor’s Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Contract # 7193 B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY – TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY – DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Contract # 7193 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 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. DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Contract # 7193 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 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. DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Contract # 7193 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. 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. DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Contract # 7193 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 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. DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Contract # 7193 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 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 DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Contract # 7193 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, 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 DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Contract # 7193 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 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. DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Contract # 7193 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 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. 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. DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Contract # 7193 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. 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. DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Contract # 7193 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. 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. DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Contract # 7193 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. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Contract # 7193 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Workers’ Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Contract # 7193 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 DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Contract # 7193 Exhibit D INSURANCE REQUIREMENTS AND WORKERS’ COMPENSATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: x Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better . x Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. x Liability policies shall be endorsed to provide the following: Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. x Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Contract # 7193 x Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. x Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. x Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: x Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. x Coverage B shall include personal injury. x Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: x Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. x Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Contract # 7193 [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: x any auto, or x all owned hired and non-owned autos. [X] Workers’ Compensation Insurance Contractor shall purchase and maintain Workers’ Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers’ Compensation Commission (TWCC). [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an “occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. [ ] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. [ ] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Contract # 7193 [ ] 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. DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Contract # 7193 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: DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Contract # 7193 1. a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Contract # 7193 a. a certificate of coverage, prior to the other person beginning work on the project; and b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor’s failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Contract # 7193 Exhibit E Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 7193-USSSA Umpires Silbo, INC. Total Price Line # Description QTY UOM Unit SECTION A: SOFTBALL UMPIRES - USSSA SOFTBALL 1 ADULT SOFTBALL CO-ED LEAGUES Game rate for2 Umpires (Pricing includes the following: Rate for (2)Officials, Scorekeeper Cost Per Game, Assigning Fee, including Supplies we want the Total Price per game for 2 Umpires. 2EA $35.00 2 ADULT SOFTBALL MENS LEAGUES Game rate for2 Umpires (Pricing includes the following: Rate for (2)Officials, Scorekeeper Cost Per Game, Assigning Fee, including Supplies we want the Total Price per game for 2 Umpires. 2EA $35.00 3 ADULT SOFTBALL TOURNAMENTS Game rate for2 Umpires (Pricing includes the following: Rate for (2)Officials, Scorekeeper Cost Per Game, Assigning Fee, including Supplies we want the Total Price per game for 2 Umpires. 2 Pair $35.00 EXHIBIT F DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Exhibit CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Sec tion 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date DocuSign Envelope ID: FC4A8771-502B-4920-AB30-EE7766029AE9 Certificate Of Completion Envelope Id: FC4A8771502B4920AB30EE7766029AE9 Status: Sent Subject: Please DocuSign: City Council Contract 7193 Source Envelope: Document Pages: 33 Signatures: 4 Envelope Originator: Certificate Pages: 6 Initials: 1 Jody Word AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 901B Texas Street Denton, TX 76209 jody.word@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: Original 12/11/2019 3:51:12 PM Holder: Jody Word jody.word@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Jody Word jody.word@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 129.120.6.150 Sent: 12/11/2019 3:53:46 PM Viewed: 12/11/2019 3:53:56 PM Signed: 12/11/2019 3:54:51 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 12/11/2019 3:54:55 PM Viewed: 12/12/2019 2:42:09 PM Signed: 12/12/2019 2:42:53 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Mack Reinwand mack.reinwand@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 12/12/2019 2:42:56 PM Viewed: 12/13/2019 2:05:17 PM Signed: 12/13/2019 2:06:53 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Trey Thompson Trey@gosilbo.com Account Executive Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 174.109.248.111 Sent: 12/13/2019 2:06:56 PM Viewed: 12/13/2019 2:09:32 PM Signed: 12/16/2019 5:43:07 AM Electronic Record and Signature Disclosure: Accepted: 12/13/2019 2:09:32 PM ID: 8e46f31b-efd5-486b-86c6-bbcca2daf1e4 Signer Events Signature Timestamp Gary Packan Gary.packan@cityofdenton.com Director of Parks and Recreation Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 12/16/2019 5:43:10 AM Viewed: 12/16/2019 5:44:29 AM Signed: 12/16/2019 5:44:50 AM Electronic Record and Signature Disclosure: Accepted: 12/16/2019 5:44:29 AM ID: 77e0a73a-eba5-41fa-a303-280cdd6911f2 Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 12/16/2019 5:44:53 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman Todd.Hileman@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/25/2017 9:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Ierson Signer Events Signature Timestamp Editor DeliverI Events Status Timestamp Igent DeliverI Events Status Timestamp IntermediarI DeliverI Events Status Timestamp Certified DeliverI Events Status Timestamp CarIon CopI Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 12/11/2019 3:54:55 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sherri Thurman sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 12/16/2019 5:44:53 AM CarIon CopI 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 Chris Escoto chris.escoto@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jason Barrow jason.barrow@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Iitness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 12/16/2019 5:44:53 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-022,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton approving the FY 2019-20 Annual Audit Plan; and providing an effective date. The Audit/Finance Committee recommends approval (3-0). City of Denton Printed on 12/30/2019Page 1 of 1 powered by Legistar™ City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: Internal Audit CITY AUDITOR: Umesh Dalal DATE: January 7, 2020 SUBJECT Consider adoption of an ordinance of the City of Denton approving the FY 2019-20 Annual Audit Plan; and providing an effective date. The Audit/Finance Committee recommends approval (3-0). BACKGROUND In 2018, the City Auditor obtained background data on the City’s operations after interacting with several department Directors and the City Manager’s staff. An Audit Risk Assessment was completed using: Information obtained from the City personnel; Previous knowledge of government operations and Local Government Auditors’ Association’s audit report database Input from the City Council members. The risk assessment depicted the areas where auditing efforts will help in improving internal controls, efficiencies, effectiveness and compliance in the City operations. It should be noted that due to the prolonged absence of internal audit function in the City, the City Auditor did not have prior experience to assess the risk in the City of Denton. Therefore, the risk ratings are assigned using vulnerabilities experienced by operations similar to the City’s operations as identified by auditors across the country. The risk assessment had identified about 200 audit areas. Using this risk assessment and some recent developments, the City auditor has prepared a preliminary audit plan for FY 2020. The Audit Plan was developed to complete one of the prior audits and propose additional audits for the FY 2020, which is presented for your review, approval, and adoption. RECOMMENDATION Approval and adoption of the ordinance for the Audit Plan for FY 2019-20. PRIOR ACTION/REVIEW (Council, Boards, Commissions) July 24, 2018 - The City Council adopted Ordinance 2018-1097. September 17, 2019 - The FY 2020 Audit Plan was presented to the Audit/Finance Committee. The Committee recommended approval and directed the City Auditor to proceed with presenting the Audit Plan to the City Council. October 8, 2019 - A Work Session item was presented to the City Council detailing the Internal Audit Annual Audit Plan. During this meeting, the City Council considered an audit of Electric Utility Easements as requested by a Council Member. The City Attorney agreed to provide additional information relevant to this subject matter, which was subsequently provided as discussed. Meanwhile, the City Administration has hired an outside firm to conduct a review of the City’s Fleet operations. This audit was on our proposed audit plan. Based on guidance provided by the City Council on December 17, 2019, the City Auditor has revised the plan. EXHIBITS Exhibit 1 - Agenda Information Sheet Exhibit 2 – Ordinance Respectfully submitted: Umesh Dalal – 940-349-8158 City Auditor s:\Jcga l\o ur doc um cnt s\o rdinanccs \19\a udit pl an o rdin ance for fy 19-2 0 clca n .docx ORDINAN CE NO. ______ _ AN ORDINANCE OF THE C ITY OF DENTON APPROVING THE FY 2 019 -2 0 A NNUAL INTERNAL AUDIT PLAN; AND PROVIDING FOR AN EFFECTIVE DATE. WH EREAS, one of the C it y A uditor 's responsibilities is to create a n Ann ua l A udit P lan; and WHEREAS , upon co nclu s ion of developing the FY 2019 -2 0 A nnu a l A udit Plan, th e C it y Auditor pr ese nted it to C ity Council on October 8, 2 019 , and received additional requests for co n s id eration ; and WHEREAS, on December 17 , 2019 , the Ci ty Co un c il considered th e FY 2 019 -2 0 Annual A udit Plan as revis ed by the City Auditor; and WH EREAS, th e C ity Co uncil finds that this Ordinance is in th e public interest; NOW, THEREFORE, THE C OUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The recitals and findin gs contained in the preamb le of this Ordinance are incorporated into th e body of this Ordinance. SECTION 2 . The C ity Co uncil here by approves the City A uditor 's FY 2019 -2 0 An nu a l A udit Plan as depicted in th e m emorandum attached hereto as Exhibit "A." SECTION 3. This Ordinance s hall beco m e effec tiv e imm ediat e ly upon its passage and a ppro va l. The motion to approve this ordinance was mad e by and seconded by the ordinance was passed and approved by the fo ll owing vote L_-__j: Aye Nay Abstain Absent C hri s Watts , Mayor: Gerard Hudspeth, District 1 : Kee ly G. Briggs , District 2: Jesse Davis, District 3: John Ryan , District 4 : Deb Armintor, At Large P lace 5: Paul Meltzer, At Large Place 6: PASSED AND APPROVED this the day of , 2020. --------------------- CHRIS WATTS, MAYOR ATTEST: ROSA RIOS , CITY SECRETARY BY: -------------------------- APPROVED AS TO LEGAL FORM : AARON LEAL, CITY ATTORNEY City Of Denton Internal Audit Department Annual Audit Plan for FY 2019-20 Title Details Payroll Administration $85 million payroll costs Assessment of DME Approx. $200 million revenues Meter Reading $41 million water revenue is collected Health Insurance Fund $23 million claims Facilities Services Citywide dependence on these services Grants Management $125 million revenue Audit Follow-up Implementation of prior recommendations Utility Easement Citywide risk detection Overflow – Capital Project $118 million authorized funding and abou$200 million upcoming bonds HR compliance with laws Citywide personnel policies and compliance with laws City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-027,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 an agreement with Madeline Wiener Sculptor,Inc.,for art design and production services for the Public Art sculpture installation to be located on the northeast lawn of the Martin Luther King,Jr.Recreation Center located at 1300 Wilson Street;providing for the expenditure of funds therefor;and providing an effective date (RFQ 6909 -awarded to Madeline Wiener Sculptor,Inc.in the not-to- exceed amount of $69,000). City of Denton Printed on 1/3/2020Page 1 of 1 powered by Legistar™ City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance CFO: Antonio Puente, Jr. DATE: January 7, 2020 SUBJECT Consider adoption of an ordinance of the City Of Denton, a Texas home -rule municipal corporation, authorizing the Cit y Manager to execute an agreement with Madeline Wiener Sculptor, Inc., for art design and production services for the Public Art sculpture installation to be located on the northeast lawn of the Martin Luther King, Jr. Recreation Center located at 1300 Wilson Street ; providing for the expenditure of funds therefor; and providing an effective date (RFQ 6909 – awarded to Madeline Wiener Sculptor, Inc. in the not-to-exceed amount of $69,000). INFORMATION/BACKGROUND The Public Art Committee (PAC) completed a community survey in September 2016 to solicit input regarding citizen preferences for commissioning public art for the Martin Luther King, Jr. (MLK) Recreation Center. Crafting a Request for Proposal (RFP) for public art that would attract artist response proved challenging and in April 2018, the City’s Purchasing Department released a Request for Proposals to the marketplace for the (MLK) public art project. Purchasing staff provided a project Pre-Bid Conference opportunity on April 18th for potential respondents to meet with Purchasing staff and ask questions about the project; one person attended. The Request for Proposals closed on May 8, 2018, with no respondents. Staff began drafting a policy revision to the administrative procedures in the City’s procurement policy that would allow for the acceptance of electronic bids by means other than email (i.e., via CaFÉ). This type of revision does not require City Council to amend the resolution but does require approval by the City Manager. This policy revision and the subsequent CaFÉ artist Request for Qualifications (RFQ) were developed, reviewed and ultimately approved for posting October 11, 2018 on CaFÉ, with a closing date of midnight, November 15, 2018. Staff contacted both UNT and TWU’s visual arts departments regarding the City’s incorporation of CaFÉ for posting artist calls. Both departments included this information in outreach to their students, faculty, and alumni. The City received 82 artist responses, all of them through the CaFÉ site. On December 19, 2018, and upon completing individual non-disclosure and non-compete agreements, the MLK selection subcommittee members met with staff to review the CaFÉ artist juror scoring process. Subcommittee members obtained individual juror logins allowing them to separately review and score application information and work examples for each artist according to the artist RFQ criteria. The CaFÉ juror administration function allowed Purchasing and staff to monitor the jury progress towa rd their individual and cumulative scoring completion. Once all scoring was completed, CaFÉ provided an online report available for download, depicting each artist’s individual juror scores, an average comprised of the three juror scores, and an artist ranking by the average juror score. Purchasing, staff, and the MLK selection subcommittee comprised of PAC members Wheeler, Franklin, and Steele, met in January 2018 to review their scoring of the 82 artist responses and presented the top five scored/ranked artists and specifying top-ranked artist Madeline Wiener to the full Public Art Committee at their February 7, 2019 meeting. The PAC concurred with the subcommittee recommendation and selected renowned sculptor Madeline Wiener for recommendation to City Council. Ms. Wiener’s RFQ packet submission demonstrates the depth and breadth of her international success collaborating with diverse communities to create art that honors the human journey. As the founder and director of the international summer sculpting symposium, Marble/marble symposium, (https://www.marbleinst.org/), now in its 30th year, Ms. Wiener’s passion for connecting people through art expression is volunteered in communities where her works are sited. Her sculpture installation visits include working with community arts partners to extend opportunities for persons of all ages to learn about the creation of their community’s piece(s) and become true owners of it. Request for Qualifications (RFQ) for professional art services was posted to café for prospective firms who are capable of these services. In addition, the RFQ was placed on the Materials Management website for prospective respondents to download, and advertised in the local newspaper. Eighty-two (82) statement of qualifications (SOQ) were received. The SOQs were evaluated based on published criteria including artistic thematic merit, mastery or skill in an artistic medium, professionalism and site suitability. Based upon this evaluation, the recommended award is to Madeline Wiener Sculptor, Inc. and is determined to be the most qualified firm for the City. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On December 6, 2018, PAC appoints members Franklin and Steele to join Wheeler on the MLK project artist selection subcommittee, filling vacancies left by Bruggeman and Duncan. On February 7, 2019 the Public Art Committee (PAC) recommended sculptor Madeline Wiener for the MLK Recreation Center Project (7-0). RECOMMENDATION Award a contract with Madeline Wiener Sculptor, LLC for art design and production services for the Public Art sculpture installation to be located on the northeast lawn of the Martin Luther King, Jr. Recreation Center located at 1300 Wilson Street , in a not-to-exceed amount of $69,000. PRINCIPAL PLACE OF BUSINESS Madeline Wiener Sculptor, LLC Boulder, CO ESTIMATED SCHEDULE OF PROJECT This project will be started upon approval with a completion date within eleven (11) months. FISCAL INFORMATION The MLK Public Art Project was sourced from Public Art Program Hotel Occupancy Tax (HOT) Funds. At the close of the 2017-2018 HOT Funds program year, the project’s funding ($69,000) was placed in a capital project account specifically for the MLK Public Art Project. Requisition #145147 has been entered in the Purchasing software system. These services will be funded from HOT MLK Recreation Center Project account 450001469. The budgeted amount for this item is $69,000. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Pricing Evaluation Exhibit 3: Ordinance and Contract Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact Stuart Birdseye, 940-349-8009. Legal point of contact: Mack Reinwand at 940-349-8333. ID#Status / Name Average Score 1510870 Hopen, Ai Qiu 16.67 1506416 Wiener, Madeline 15.67 1487152 Bagwell, Vinnie 15.33 1510834 Solano Marroyo, Casto 15.33 1511478 Kurtzman, Todji 15.33 ID#Status / Name Average Score 1506416 Wiener, Madeline 18.67 1510870 Hopen, Ai Qiu 18.67 1487152 Bagwell, Vinnie 18.00 1511478 Kurtzman, Todji 17.67 1510834 Solano Marroyo, Casto 17.00 Round 1 Top 5 scoring/ranking Round 2 Top 5 scoring/ranking Exhibit 2 RFQ 6909 - Evaluation for MLK Art Project Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 812F538C-ADA1-4EBF-9EEB-326B9A76493F Crystal Westbrook RFQ 6909 MLK Jr. Rec Center Public Art No Contract # 6909 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AN MADELINE WIENER (CONTRACT #6909) THIS CONTRACT is made and entered into this date ______________________, by and between MADELINE WIENER SCULPTOR, INC a Colorado corporation, whose address is 816 Acoma Street #1006, Denver, Colorado 80204, 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 RFQ #6909 –MLK Jr. Rec Center Public Art, 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 RFQ 6909 - MLK Jr. Rec Center Public Art (Exhibit “B” on File at the Office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions (Exhibit “C”); (d) Insurance Requirements (Exhibit “D”); (e) Certificate of Interested Parties Electronic Filing (Exhibit "E"); (f) Contractor’s Proposal (Exhibit "F"); (g) Form CIQ – Conflict of Interest Questionnaire (Exhibit "G"); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as “Contract Documents.” Prohibition on Contracts with Companies Boycotting Israel Supplier acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Supplier certifies that Supplier’s signature provides written verification to the City that Supplier: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization DocuSign Envelope ID: 812F538C-ADA1-4EBF-9EEB-326B9A76493F Contract # 6909 Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Supplier certifies that Supplier’s signature provides written verification to the City that Supplier, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR BY: ______________________________ AUTHORIZED SIGNATURE Date: _______________________________ Printed Name: ________________________ Title: _______________________________ ___________________________________ PHONE NUMBER ___________________________________ EMAIL ADDRESS ___________________________________ APPROVED AS TO LEGAL FORM: TEXAS ETHICS COMMISSION AARON LEAL, CITY ATTORNEY CERTIFICATE NUMBER BY: __________________________________ CITY OF DENTON, TEXAS ATTEST: ROSA RIOS, CITY SECRETARY BY: ______________________ TODD HILEMAN BY: _________________________________ CITY MANAGER Date: THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT DocuSign Envelope ID: 812F538C-ADA1-4EBF-9EEB-326B9A76493F madeline@madelinewiener.com 6909 12/2/19 Sculptor Madeline Wiener 720-365-5536 Jessica Rogers Director of Economic Development Economoic Development Contract # 6909 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $69,000. Pricing shall be per Exhibit F attached. 2. Contract Terms The contract term will be a one-time buy effective from date of award or notice to proceed as determined by the City of Denton Purchasing Department. The contract shall commence upon the issuance of a Notice of Award by the City of Denton and from the date of award by City Council. At the sol e option of the City of Denton, the contract may be further extended as needed, not to exceed a total of six (6) months. DocuSign Envelope ID: 812F538C-ADA1-4EBF-9EEB-326B9A76493F Contract # 6909 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 solicitatio n to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the City’s premises or on public rights-of-way. 1. CONTRACTOR’S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor’s Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City’s name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be DocuSign Envelope ID: 812F538C-ADA1-4EBF-9EEB-326B9A76493F Contract # 6909 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 ex pired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the City’s service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Contractor’s obligations under the contract. The Contractor hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, City Staff, participants and others on or near the City’s facilities. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed DocuSign Envelope ID: 812F538C-ADA1-4EBF-9EEB-326B9A76493F Contract # 6909 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 thirty (30) calendar days of the City’s receipt of the deliverables or of t he invoice being received DocuSign Envelope ID: 812F538C-ADA1-4EBF-9EEB-326B9A76493F Contract # 6909 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. DocuSign Envelope ID: 812F538C-ADA1-4EBF-9EEB-326B9A76493F Contract # 6909 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 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor’s Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract DocuSign Envelope ID: 812F538C-ADA1-4EBF-9EEB-326B9A76493F Contract # 6909 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 in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and DocuSign Envelope ID: 812F538C-ADA1-4EBF-9EEB-326B9A76493F Contract # 6909 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 Contractor, and purchase conforming services from other sources. In such event, the Contractor DocuSign Envelope ID: 812F538C-ADA1-4EBF-9EEB-326B9A76493F Contract # 6909 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 act ual damages, costs, losses and expenses, incurred by the City as a result of the Contractor’s default, including, without limitation, cost of cover, reasonable attorneys’ fees, court costs, and prejudgment and post- judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City’s vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days’ prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available DocuSign Envelope ID: 812F538C-ADA1-4EBF-9EEB-326B9A76493F Contract # 6909 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. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF DocuSign Envelope ID: 812F538C-ADA1-4EBF-9EEB-326B9A76493F Contract # 6909 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 expense, to review certified copies of policies and endorsements thereto and may make any DocuSign Envelope ID: 812F538C-ADA1-4EBF-9EEB-326B9A76493F Contract # 6909 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 Act, Chapter 552, and Texas Government Code. DocuSign Envelope ID: 812F538C-ADA1-4EBF-9EEB-326B9A76493F Contract # 6909 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, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by DocuSign Envelope ID: 812F538C-ADA1-4EBF-9EEB-326B9A76493F Contract # 6909 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 liability if it is determined by the City that gratuities were offered or given by the Contractor or DocuSign Envelope ID: 812F538C-ADA1-4EBF-9EEB-326B9A76493F Contract # 6909 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 an y solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker’s compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligat ion shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the DocuSign Envelope ID: 812F538C-ADA1-4EBF-9EEB-326B9A76493F Contract # 6909 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 b y both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator’s fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the DocuSign Envelope ID: 812F538C-ADA1-4EBF-9EEB-326B9A76493F Contract # 6909 Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: New Year’s Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year’s Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub -awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) DocuSign Envelope ID: 812F538C-ADA1-4EBF-9EEB-326B9A76493F Contract # 6909 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 ag ency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND L OCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent DocuSign Envelope ID: 812F538C-ADA1-4EBF-9EEB-326B9A76493F Contract # 6909 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 con tinues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right DocuSign Envelope ID: 812F538C-ADA1-4EBF-9EEB-326B9A76493F Contract # 6909 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 resol ved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFP/Bid documents 3. City’s standard terms and conditions 4. Purchase order 5. Supplier terms and conditions DocuSign Envelope ID: 812F538C-ADA1-4EBF-9EEB-326B9A76493F Contract # 6909 Exhibit D INSURANCE REQUIREMENTS AND WORKERS’ COMPENSATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better. Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self -insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. DocuSign Envelope ID: 812F538C-ADA1-4EBF-9EEB-326B9A76493F Contract # 6909 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. DocuSign Envelope ID: 812F538C-ADA1-4EBF-9EEB-326B9A76493F Contract # 6909 [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. [ ] Workers’ Compensation Insurance Contractor shall purchase and maintain Workers’ Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers’ Compensation Commission (TWCC). [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an “occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. [ ] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. [ ] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. DocuSign Envelope ID: 812F538C-ADA1-4EBF-9EEB-326B9A76493F Contract # 6909 [ ] 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. DocuSign Envelope ID: 812F538C-ADA1-4EBF-9EEB-326B9A76493F Contract # 6909 ATTACHMENT 1 [ ] 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/be verage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the DocuSign Envelope ID: 812F538C-ADA1-4EBF-9EEB-326B9A76493F Contract # 6909 project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and DocuSign Envelope ID: 812F538C-ADA1-4EBF-9EEB-326B9A76493F Contract # 6909 b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self -insured, with the commission's Division of Self -Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor’s failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. DocuSign Envelope ID: 812F538C-ADA1-4EBF-9EEB-326B9A76493F Contract # 6909 Exhibit E Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. DocuSign Envelope ID: 812F538C-ADA1-4EBF-9EEB-326B9A76493F Exhibit F 1. Madeline Wiener Sculptor, Inc., 816 Acoma Street, #1006, Denver, CO 80204 (herein referred to as “Artist”) for the creation of the work. All rights and liabilities of either party shall be governed by this agreement. 2. Budget for this commission not to exceed $69,000. 3. Preliminary Description of the work. 2 stone interactive, functional sculptures in the style of my Bench People and 2 benches, all made of dolomitic limestone quarried in Minnesota, set on a foundation in the form of a concrete plaza. This installation will be set in the area of the front, northeast corner lawn of the MLK recreation center. 4. Artist will design these sculptures and provide Styrofoam maquettes that will demonstrate the setting. 5. Once approved, Artist will order stone to be delivered to her Boulder studio. 6. Artist will work with client to provide soils test for engineer to determine foundation requirements (typically 5” thick reinforced concrete slab 7. Artist will provide insurance. 8. Artist and assistant will create the sculptures and benches in Boulder studio and ship on a flatbed to Denton. Artist will meet truck and be on site for installation. 9. Artist will provide a workshop at the Center to educate community on how these sculptures were created. Milestones and amount to be invoiced 1. Invoice for site visit - $2000 a. Meet City Public Art staff liaison and City Parks Director b. Site visit at MLK Center. c. Meet community and Public Art Committee d. Airfare and hotel 2. Presentation: Invoice for design, presentation travel $5,000 Provide concept with preliminary sketch/maquette/written proposal and photo-shopped image of proposed art for the site. Present to Public Art Committee: Date TBD post City Council Approval of Contract. Targeting Public Art Committee special call meeting on January 9th, 2020. DocuSign Envelope ID: 812F538C-ADA1-4EBF-9EEB-326B9A76493F 3. Invoice for stone, shipping and fabrication 25,000 Order stones from quarry and arrange shipping to Boulder studio. Install stones in studio and begin fabrication. 4. Invoice for progress $7,000 5. Invoice for progress $7,000 6. Invoice for progress $7,000 7. Invoice for completion/installation/community workshop $16,000 Target early November 2020. DocuSign Envelope ID: 812F538C-ADA1-4EBF-9EEB-326B9A76493F Exhibit CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relat ionship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Sec tion 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this s ection is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local gov ernment officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date DocuSign Envelope ID: 812F538C-ADA1-4EBF-9EEB-326B9A76493F G Madeline Wiener Sculptor, Inc 12/2/2019 X Crystal Westbrook X X none Certificate Of Completion Envelope Id: 812F538CADA14EBF9EEB326B9A76493F Status: Sent Subject: Please DocuSign: City Council Contract 6909 Source Envelope: Document Pages: 34 Signatures: 4 Envelope Originator: Certificate Pages: 6 Initials: 1 Crystal Westbrook AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 crystal.westbrook@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: Original 12/2/2019 4:00:59 PM Holder: Crystal Westbrook crystal.westbrook@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Crystal Westbrook crystal.westbrook@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 129.120.6.150 Sent: 12/2/2019 4:08:25 PM Viewed: 12/2/2019 4:09:34 PM Signed: 12/2/2019 4:10:37 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 12/2/2019 4:10:40 PM Viewed: 12/2/2019 4:18:27 PM Signed: 12/2/2019 4:18:31 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Mack Reinwand mack.reinwand@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 12/2/2019 4:18:34 PM Viewed: 12/2/2019 5:00:06 PM Signed: 12/2/2019 5:00:35 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Madeline Wiener madeline@madelinewiener.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 73.169.70.101 Sent: 12/2/2019 5:00:38 PM Viewed: 12/2/2019 11:10:27 PM Signed: 12/2/2019 11:30:16 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Signer Events Signature Timestamp Jessica Rogers jessica.rogers@cityofdenton.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 12/2/2019 11:30:19 PM Viewed: 12/4/2019 11:39:33 AM Signed: 12/4/2019 11:40:56 AM Electronic Record and Signature Disclosure: Accepted: 12/4/2019 11:39:33 AM ID: 077413ec-cc61-4819-87ff-c0637af97d82 Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 12/4/2019 11:41:00 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman Todd.Hileman@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/25/2017 11:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 12/2/2019 4:10:39 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sherri Thurman sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 12/4/2019 11:41:00 AM Carbon Copy Events Status Timestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jessica Rogers jessica.rogers@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 12/4/2019 11:39:33 AM ID: 077413ec-cc61-4819-87ff-c0637af97d82 Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 12/4/2019 11:41:01 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-114,Version:1 AGENDA CAPTION Consider adoption of an ordinance authorizing expenditure of previously budgeted funds as earlier discussed in closed session,for outside counsel and other trial expenses in the litigation styled “Michael Grim and Jim Maynard v.City of Denton,Texas,”pending in the 68th Judicial District Court,Dallas County,Texas;and declaring an effective date. City of Denton Printed on 1/3/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: LEGAL CM/ DCM/ ACM: Aaron Leal, City Attorney AGENDA DATE: January 7, 2020 SUBJECT Adoption of an ordinance authorizing expenditure of previously budgeted funds as earlier discussed in closed session, for outside counsel and other trial expenses in the litigation styled “Michael Grim and Jim Maynard v. City of Denton, Texas,” pending in the 68th Judicial District Court, Dallas County, Texas; and declaring an effective date. BACKGROUND Budgeted funds in an amount to be discussed in closed session will be applied to the purchase order for services of outside counsel and related trial expenses in this matter. An estimate of this amount will be finalized during the related closed session discussion of the matter, and the ordinance will be updated to reflect the estimated amount prior to the final vote. OPTIONS Fund the purchase order or direct that legal services be provided in another manner. RECOMMENDATION Fund the purchase order for additional outside counsel and trial expenses, as estimated and discussed in closed session. EXHIBITS Draft ordinance. Respectfully submitted: /s/ Jerry E. Drake, Jr. First Assistant City Attorney Prepared by: Amy Hoffee Paralegal Legal Staff Contact: Jerry E. Drake, Jr. First Assistant City Attorney City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com S:\Legal\Our Documents\Ordinances\20\Grim & Maynard Expenditure ORDINANCE NO. ________________ AN ORDINANCE AUTHORIZING EXPENDITURE OF PREVIOUSLY BUDGETED FUNDS AS EARLIER DISCUSSED IN CLOSED SESSION, FOR OUTSIDE COUNSEL AND OTHER TRIAL EXPENSES IN THE LITIGATION STYLED “MICHAEL GRIM AND JIM MAYNARD V. CITY OF DENTON, TEXAS,” PENDING IN THE 68TH JUDICIAL DISTRICT COURT, DALLAS COUNTY, TEXAS; AND DECLARING AN EFFECTIVE DATE. WHEREAS, the City Council has previously budgeted a risk retention fund, providing for the City’s defense in litigation; and WHEREAS, the responsible and careful management of such resources calls for the City Council to periodically review and authorize incremental funding of a purchase order to fund the ongoing expenses of litigation, as measured against alternative measures to resolve the dispute; and WHEREAS, recent efforts to resolve the dispute at mediation failed and resulted in an impasse, leaving the litigants to face an imminent trial setting of January 21, 2020; and WHEREAS, it is therefore necessary to estimate the reasonably anticipated costs of liti- gation through trial, and to authorize the prior supplemental funding of this purchase order in an- ticipation of the uncertain and indefinite costs of litigation, in order to assure that such expenses can be timely paid; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Council hereby approves the expenditure of an additional $___________________________ in previously budgeted funds for outside counsel and trial expenses in litigation styled “Michael Grim and Jim Maynard v. City of Denton, Texas,” pending in the 68th Judicial District Court, Dallas County, Texas. SECTION 2. That this ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by __________________________ and se- conded 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 _____________, 2020. _______________________________________ CHRIS WATTS, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: /s/Jerry E. Drake, Jr. City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2456,Version:1 AGENDA CAPTION Consider approval of a resolution of the City of Denton amending the Naming Policy Guidelines for City Buildings, Facilities, Land, or any Portion Thereof; providing a repealer; and declaring an effective date. City of Denton Printed on 1/3/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Parks and Recreation ACM: Sara Hensley, Assistant City Manager DATE: January 7, 2020 SUBJECT Consider approval of a resolution of the City of Denton amending the Naming Policy Guidelines for City Buildings, Facilities, Land, or any Portion Thereof; providing a repealer; and declaring an effective date. BACKGROUND The existing policy was last updated in 2012 (Exhibit 2). Staff members from several departments including Parks and Recreation (PARD), Sustainability, Solid Waste, Library, and Fire reviewed the proposed updates to the policy. Throughout the year, PARD staff worked extensively to revise the current policy, including gathering feedback from the Parks Recreation and Beautification Board, and City Council. In addition, a series of public meetings were held to gather feedback regarding the naming policy and proposed amendments. Public Meeting Dates o October 2, 12 pm – 1 pm o October 2, 6 pm – 7 pm o October 9, 6 pm – 7 pm On November 5, 2019, a public hearing was held to gather input regarding the revised proposed amendments to the Naming Policy. City Council directed PARD staff to exclude the sponsorship naming rights portion of the Naming Policy and include it in the Sponsorships and Donations Policy. Exhibit 3 outlines a redline version of the Naming Policy. Exhibit 4 is the amended resolution for City Council to review for approval of this policy. OPTIONS Recommend approval of the amended changes to this policy or, recommend with edits. RECOMMENDATION Staff recommends approval of the amended changes to this policy. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Resolution No. R2012-007 was approved by City Council on April 3, 2012, which repealed Resolution No. R2007-035. The Parks, Recreation and Beautification Board recommended approval with a vote of 5-0 on February 4, 2019. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com On May 6, 2019, City Council approved to proceed forward with the proposed amendments to the City of Denton Naming Policy. On June 18, 2019, the proposed amendments were placed on consent agenda as a resolution. Council pulled this item and postponed voting on the resolution until further discussion could be held. On August 26, 2019, the current naming policy and proposed amendments were presented to the Denia Neighborhood and feedback was gathered. On September 17, 2019, PARD staff presented to City Council and a direction was given to provide public meetings which were scheduled on October 2 and October 9 to gather feedback regarding the naming policy and proposed amendments. On November 4, 2019, PARD staff presented to the Parks, Recreation and Beautification Board to gather feedback regarding the proposed amendments to the Naming Policy Guidelines for City Buildings, Facilities, Land, or any Portion Thereof. On November 5, 2019, a public hearing was held to gather input regarding the proposed amendments to the Naming Policy Guidelines for City Buildings, Facilities, Land, or any Portion Thereof. City Council directed PARD staff to exclude the sponsorship naming rights portion of the naming policy and include it in the Sponsorships and Donations Policy. EXHIBITS Exhibit 1 Agenda Information Sheet Exhibit 2 Resolution R2012-007 Exhibit 3 Red Line Exhibit 4 Resolution Exhibit 5 Presentation Respectfully submitted: Gary Packan Director, Parks and Recreation Prepared by: Heather Gray Business Manager, Parks and Recreation s:Uegal\our documentslresolutions\121naming policy guidelines for city buildings, facilities, land or any portion thereo£doc RESOLUTION NO. 012-7 A RESOLUTION ESTABLISHING NAMING POLICY GUIDELINES FOR CITY BUILDINGS, FACILITIES, LAND OR ANY PORTION THEREOF; REPEALING RESOLUTION NO. R2007-035; AND DECLARING AN EFFECTIVE DATE. WHEREAS, the City of Denton desires to amend the policy guidelines for naming City buildings, facilities, land, or any portion thereof; and WHEREAS, the City Council deems it in the public interest to adopt the revised policy; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION l. The revised City of Denton Naming Policy Guidelines for City Buildings, Facilities, Land or any Portion TheNeof, which is attached hereto and made a part hereof for all purposes, is hereby approved and adopted. SECTION 2. All policies inconsistent herewith are hereby repealed, including without limitation, Resolution R2007-035. SECTION 3. This Resolution shall become effective immediately upon its passage and approval. , PASSED AND APPROVED this the ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPR ED A TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY R ; BY: 'i ,to1. Q CITY OF DENTON NAMING POLICY GUIDELINES FOR CITY BUILDINGS, FACILITIES, LAND, OR ANY PORTION THEREOF I. GENERAL These policy guidelines are intended to address naming opportunities when a citizen, group, or organization submits a nomination to name a City building, facility, land, or any portion thereof. The City Council may initiate the naming of any building, facility, land, or any portion thereof at its discretion and may apply the following guidelines in Council initiated naming. The Council may choose to waive any part of this guideline by three fourth's vote of the entire City Council. These policy guidelines do not address the naming of streets, fire or police stations, or naming based on advertising. II. DEFI1vITIONS Citv Buildings. City owned facilities which are open to the public and used to conduct City business. Buildings may include, but are not limited to, City Halls, civic/community centers, conference/convention centers, public libraries, and public utility buildings/structures. Citv Facilities. City owned structures, amenities, or features, which are open to the public and used for City business, or public attractions of any kind, including, but not limited to, athletic fields, bridges, fountains, gymnasiums, library collections and/or department's interior and exterior spaces, meeting rooms, picnic shelters, playground equipment, recreation facilities, swimming pools, tennis courts and basketball courts. Citv Land. Real estate owned and/or managed by the City, including park property or other open space areas. Funded Pro.iect. Any project that the City has fully funded prior to the start of construction. Non-Funded Proiect. Any project that the City wishes to construct, but for which it lacks designated funding. III. NAMING OF A CITY BUILDING, FACILITY, LAND, OR ANY PORTION THEREOF AFTER AN INDIVIDUAL It is intended that all the criteria in this section be satisfied when considering naming a City facility, building, land, or any portion thereof after an individual. A. Naming After an Individual 1. The individual must be deceased at least five (5) years; and 2. The individual must have been a resident of the City of Denton; and 3. The individual must be of good moral character and must not have been convicted of a felony, or Class A or B misdemeanor; and 4. The individual should have made exceptional contributions to the City of Denton, the State of Texas, or the United States of America; and the individual's achievements should represent a lasting legacy to the mission of the City building, facility, land, or any portion thereof. B. Naming After an Individual Who Performed Outstanding or Heroic Service Buildings, facilities, land, or any portion thereof may also be named in memory of individuals who died in the line of duty serving the City of Denton, the State of Texas, or the United States of America; or died performing a heroic act, such as saving the life of another person; or a deceased individual who has made a significant and lasting contribution to humanitarian causes on a world or national level. In these instances as appropriate, the City may elect to obtain or attempt to make contact for approval from living family members of the individual recommended for having a City building, facility, land, or any portion thereof named in their honor. C. Naming After a Foundation, Business, or Organization 1. If consideration is given to naming a City building, facility, land, or any portion thereof after a foundation, business, or organization, the foundation, business, or organization considered should have made exceptional local, state, national, or world contributions; and their achievements should represent a lasting legacy to the mission of the City building, facility, land, or any portion thereof. 2. In selected instances, a City building, facility, land, or any portion thereof may be named after a foundation, business, or organization that makes a unique and extraordinary contribution to the development and or usage of the City building, facility, land, or any portion thereof being named. The merits and value of each such naming shall be evaluated on a case-by-case basis. IV. NAMING A CITY BUILDING, FACILITY, LAND, OR ANY PORTION THEREOF THROUGH FUND RAISING OR BY PURCHASING NAMING RIGHTS 1. Any individual for which a City building, facility, land, or any portion thereof may be named, must be of good moral character and must not have been convicted of a felony, or Class A or B misdemeanor. Any foundation, business, or organization must be compliant with all applicable laws, rules and regulations. 2. A City building, facility, land, or any portion thereof may be named as part of a public fundraising campaign, donation, or by purchasing naming rights. The City Council may approve other non-monetary donations for naming rights. 3. Naming rights for a funded project can be accepted at any point during construction. 4. A funding agreement for the naming rights of a non-funded project must be in place prior to start of construction. 5. The required donation to acquire the naming rights of a City building, facility, land, or any portion thereof shall be substantial as determined by the City Council on a case-by-case basis. 6. All funds contributed to naming a City building, facility, land, or any portion thereof will be nonrefundable. 7. In the event a donor fails to meet the total required commitment, the City Council may reconsider the naming of the City building, facility, land, or any portion thereof. 8. It should not be assumed that a financial contribution guarantees that a City building, facility, land, or any portion thereof will be named after an individual or a business, foundation, or organization. V. PLAQUES, MARKERS AND MEMORIALS A. Plaques, marlcers, and memorials that are requested to be located on a City building, facility, land, or any portion thereof, must be reviewed and approved by the City as to design and maintenance requirements. B. Total costs for purchasing plaques, markers, and memorials involved in the naming of a new City building, facility, land, or any portion thereof, as well as up to five (5) years of maintenance costs, shall be paid by the nominating individual or organization, unless City Council waives such funding. This provision has no application in those instances where the costs of plaques, markers, or memorials are included in the design and construction costs of a project. VI. RENAMING OF A CITY BUILDING, FACILITY, LAND, OR ANY PORTION THEREOF A. In order to honor the decisions of previous City Councils and descendants of individuals after whom a City building, facility, land, or any portion thereof are named, renaming shall typically not occur. B. If it is determined that circumstances have changed such that the criteria set forth in III.A.3 or IV.1 is no longer met, the City Council may elect to remove the name from the City building, facility, land, or any portion thereo£ Further, a City building, facility, land, or any portion thereof named after a foundation, business, or organization, which dissolves, is convicted of criminal acts, or for other good and valid reasons, may be renamed. 3 VII. PROCEDURES FOR NAMING CITY BUILDINGS, FACILITIES, LAND, OR ANY PORTION THEREOF A. Groups or individuals may submit nominations for naming a City building, facility, land, or any portion thereof, by submitting a nomination to the City Manager on the City of Denton Name Application Form For City Buildings, Facilities, Land, or any portion thereof. B. The City Manager, upon the receipt of the City of Denton Name Application Form For City Buildings, Facilities, Land, or any portion thereof shall refer such naming request to the City Council. C. The City Council may appoint a seven-member ad hoc Naming Committee to review the naming request submitted by a citizen or organization. Such committee shall be nominated by individual Council members. In the event of a City Council initiated naming, the Council may, if it desires, appoint an ad hoc committee as outlined herein to investigate and recommend one or more names for Council consideration. D. At least two additional members of the ad hoc Naming Committee shall be selected from any impacted advisory or governing board. E. The name or names submitted will be considered by the members of the ad hoc Naming Committee. The committee shall be guided by the provisions of this policy and shall provide a recommendation to the City Council for consideration. F. The final decision for naming a City building, facility, land, or any portion thereof shall rest with the City Council. 4 CITYOF DENTON NAME APPLICATION FORM FORCITY BUILDINGS, FACILITIES, LAND, OR ANYOTHER PORTION THEREOF Please typeor print clearlyininkand return to : 1. Dateof Submittal: ________________________________________________________ 2. Individual orOrganization Submitting Nomination: 3. Signature of Nominator or Organization Representative: Point ofContact: Address: __________________________________________________________ City, State, Zip: _____________________________________________________ Telephone: ________________________________________________________ Email: ____________________________________________________________ 4. Nominee (Check One): Individual Organization 5. Recommended Name of CityBuilding, Facility, Land, or AnyPortionThereof: 9. Location ofCity Building, Facility, Land, orAny Portion Thereof: 10. Explanation of whythis name should be considered. biographical information and vitae orresume. Use additionalsheets, if necessary: 1 CITY OF DENTON NAMING POLICY GUIDELINES FOR CITY BUILDINGS, FACILITIES, LAND, OR ANY PORTION THEREOF I. GENERAL A. These policy guidelines are intended to address naming opportunities when a citizen, group, or organization submits a nomination to name a City building, facility, land, or any portion thereof. The City Council may initiate the naming of any building, facility, land, or any portion thereof at its discretion and may apply the following guidelines in City Council initiated naming. The City Council may choose to waive any part of theseis guidelines by three three-fourth's vote of the entire City Council. These policy guidelines do not address the naming of streets, fire stations, or police stations, or naming based on advertising. B. Naming, whether after an individual, foundation, or organization will be on a case-by-case basis and assessed for potential conflict of interest and alignment with the City’s mission and values. II. DEFINITIONS City Buildings. City owned buildings facilities which are open to the public and used to conduct City business. Buildings may include, but are not limited to, City Halls, civic/community centers, conference/convention centers, public libraries, and public utility buildings/structures. City Facilities. City owned structures, amenities, or features, which are open to the public and used for City business, or public attractions of any kind, including, but not limited to, athletic fields, bridges, fountains, gymnasiums, library collections and/or department's interior and exterior spaces, meeting rooms, picnic shelters, playground equipment, recreation facilities, swimming pools, tennis courts, and basketball courts. City Land. Real estate owned and/or managed by the City, including but not limited to park property orand other open space areas. Commemorative Naming. A name given to recognize an individual, organization, or foundation who has made a significant contribution on a local, state, national or world level. Funded Project. Any project that the City has fully funded prior to the start of construction. Non-Funded Project. Any project that the City wishes to construct, but for which it lacks designated funding. III. COMMEMORATIVE NAMING OF A CITY BUILDING, FACILITY, LAND, OR ANY PORTION THEREOF AFTER AN INDIVIDUAL It is intended that all the criteria in this section be satisfied when considering the naming of 2 a City facility, building, land, or any portion thereof after an individual. A. A. Criteria for Commemorative Naming After an Individual It is intended that all the criteria in this section be satisfied when considering the naming of a City facility, building, land, or any portion thereof after an individual. 1. The individual must be deceased at least five (5) years; and 12. The individual must have been a resident of the City of Denton; and 23. The individual must be of good moral character and must not have been convicted of any feloniesy, or crimes of moral turpitudeClass A or B misdemeanor; and 34. The individual should have made exceptional contributions on a local, state, national, or world level to the City of Denton, the State of Texas, or the United States of America; and the individual's achievements should represent a lasting legacy to the mission of the City building, facility, land, or any portion thereof. B. Naming After an Individual Who Performed Outstanding or Heroic Service Buildings, facilities, land, or any portion thereof may also be named in memory of individuals who died in the line of duty serving the City of Denton, the State of Texas, or the United States of America; or died performing a heroic act, such as saving the life of another person; or a deceased individual who has made a significant and lasting contribution to humanitarian causes on a world or national level. In these instances as appropriate, the City may elect to obtain or attempt to make contact for approval from living family members of the individual recommended for having a City building, facility, land, or any portion thereof named in their honor. C. Renaming After an Individual In order to honor the decisions of previous City Councils and descendants of individuals after whom a City building, facility, land, or any portion thereof is named, renaming shall typically not occur. However, if it is determined that circumstances have changed such that the criteria set forth in section I.B and III is no longer met, the City Council may elect to remove the name from the City building, facility, land, or any portion thereof. IV. COMMEMORATIVE NAMING AFTER A FOUNDATION OR ORGANIZATION CA. Criteria for Commemorative Naming After a Foundation, Business, or Organization 3 1. If consideration is given to naming a City building, facility, land, or any portion thereof after a foundation, business, or organization, the foundation, business, or organization considered should have made exceptional local, state, national, or world contributions; and their achievements should represent a lasting legacy to the mission of the City building, facility, land, or any portion thereof. 2. In selected instances, a City building, facility, land, or any portion thereof may be named after a foundation, business, or organization that makes a unique and extraordinary contribution to the development and/ or usage of the City building, facility, land, or any portion thereof being named. The merits and value of each such naming shall be evaluated on a case-by-case basis. B. Renaming After a Foundation or Organization In order to honor the decisions of previous City Councils and foundations or organizations after which a City building, facility, land, or any portion thereof are named, renaming shall typically not occur. However, if it is determined that circumstances have changed such that the criteria set forth in section I.B and IV is no longer met the City Council may elect to remove the name from the City building, facility, land, or any portion thereof. IV. NAMING A CITY BUILDING, FACILITY, LAND, OR ANY PORTION THEREOF THROUGH FUND RAISING OR BY PURCHASING NAMING RIGHTS 1. Any individual for which a City building, facility, land, or any portion thereof may be named, must be of good moral character and must not have been convicted of a felony, or Class A or B misdemeanor. Any foundation, business, or organization must be compliant with all applicable laws, rules, and regulations. 2. A City building, facility, land, or any portion thereof may be named as part of a public fundraising campaign, donation, or by purchasing naming rights. The City Council may approve other non-monetary donations for naming rights. 3. Naming rights for a funded project can be accepted at any point during construction. 4. A funding agreement for the naming rights of a non-funded project must be in place prior to start of construction. 5. The required donation to acquire the naming rights of a City building, facility, land, or any portion thereof shall be substantial as determined by the City Council on a case-by-case basis. 6. All funds contributed to naming a City building, facility, land, or any portion 4 thereof will be nonrefundable. 7. In the event a donor fails to meet the total required commitment, the City Council may reconsider the naming of the City building, facility, land, or any portion thereof. 8. It should not be assumed that a financial contribution guarantees that a City building, facility, land, or any portion thereof will be named after an individual or a business, foundation, or organization. V. PLAQUES, MARKERS, AND MEMORIALS A. Plaques, markers, and memorials that are requested to be located on a City building, facility, land, or any portion thereof, must be reviewed and approved by the City Manager or his/her designee , as to design and maintenance requirements. B. Total costs for purchasing plaques, markers, and memorials involved in the naming of a new City building, facility, land, or any portion thereof, as well as up to five (5) years of maintenance costs, shall be paid by the nominating individual or organization, unless City Council waives such funding. This provision has no application in those instances where the costs of plaques, markers, or memorials are included in the design and construction costs of a project. VI. RENAMING OF A CITY BUILDING, FACILITY, LAND, OR ANY PORTION THEREOF A. In order to honor the decisions of previous City Councils and descendants of individuals after whom a City building, facility, land, or any portion thereof are named, renaming shall typically not occur within the defined naming time proscribed by the approving City Council. B. If it is determined that circumstances have changed such that the criteria set forth in III.A.3 or IV.l is no longer met, the City Council may elect to remove the name from the City building, facility, land, or any portion thereof. Further, a City building, facility, land, or any portion thereof named after a foundation, business, or organization, which dissolves, is convicted of criminal acts, or for other good and valid reasons, may be renamed. VII. PROCEDURES FOR NAMING CITY BUILDINGS, FACILITIES, LAND, OR ANY PORTION THEREOF A. Groups or individuals may submit nominations for naming a City building, facility, land, or any portion thereof, by submitting a nomination to the City Manager on the City of Denton Naminge Application. Form For City Buildings, Facilities, Land, or any portion thereof. B. The City Manager, upon the receipt of the City of Denton Name Application Form For City Buildings, Facilities, Land, or any portion thereof, shall refer such naming request 5 to the City Council. C. The City Council may appoint a seven-member ad hoc Naming Committee to review the naming request submitted by a citizen or organization. Such committee shall be nominated by individual City Council members. In the event of a City Council initiated naming, the Council may, if it desires, appoint an ad hoc committee as outlined herein to investigate and recommend one or more names for Council consideration. D. At least two additional members of the ad hoc Naming Committee shall be selected from any impacted advisory or governing board as determined by City Council. E. The name or names submitted will be considered by the members of the ad hoc Naming Committee. The committee shall be guided by the provisions of this policy and shall provide a recommendation to the City Council for consideration. F. The final decision for naming a City building, facility, land, or any portion thereof shall rest with the City Council. 6 CITY OF DENTON NAME APPLICATION FORM FOR CITY BUILDINGS, FACILITIES, LAND, OR ANY OTHER PORTION THEREOF Please type or print clearly in ink and return to the City Manager's Office: 1. Date of Submittal: ________________________________________________________ 2. Individual or Organization Submitting Nomination: 3. Signature of Nominator or Organization Representative: Point of Contact: Address: City, State, Zip: ______________________________________________________ Telephone: __________________________________________________________ Email: _____________________________________________________________ 4. Nominee (Check One): Individual Organization 5. Recommended Name of City Building, Facility, Land, or Any Portion Thereof: 9. Location of City Building, Facility, Land, or Any Portion Thereof: 10. Explanation of why this name should be considered. Please include the individual's biographical information and vitae or resume. Use additional sheets, if necessary: January 7, 2020Proposed Policy Amendments: Naming Policy and Acceptance of Sponsorships & Donations Policy1/7/2020ID 19‐24561 Naming Policy Amendments BackgroundCity Council requested naming opportunitiesFeb. 4, 2019Park Board approved amendmentsMay 6, 2019City Council Work SessionJune 18, 2019City Council Consent AgendaAug. 26, 2019DeniaNeighborhood AssociationSep. 17, 2019City Council Work SessionOct. 2 & 9, 2019(3) Public Meetings Held Nov. 4, 2019Update presented to Park BoardNov. 5, 2019Public HearingJan. 6, 2020Update presented to Park Board21/7/2020ID 19‐2456 Summary of Naming Policy AmendmentsThe naming rights section of this policy was moved to the Acceptance of Sponsorships and Donations Policy.For clarification purposes, added a definition for commemorative naming.Specified that naming will be assessed for potential conflict of interest and alignment with the City’s mission and values.Removed the “deceased for five years” and “no convictions of Class A or B misdemeanor” from individual naming criteria.3The Naming Policy Guidelines for City Buildings, Facilities, Land, or Any Portion Thereof (R2012‐007) is an existing City policy. Based on public feedback gathered and direction from City Council, the following amendments are proposed: 1/7/2020ID 19‐2456 Naming PolicyAdditional ClarificationOption A – Leave naming policy as proposed.Option B – Remove “City Halls” from list of available buildings that could receive a commemorative name. (Section II)4Based on recent feedback we would like City Council to weigh in on the following additional amendment:1/7/2020ID 19‐2456We received additional feedback regarding historical information available for all commemorative names. Staff will work to make sure this is available as soon as possible. Summary of Sponsorship/Donations Policy AmendmentsFor clarification purposes, added definitions for commemorative name, solicitation plan, and sponsor naming.The naming rights section of the Naming Policy was moved to the Acceptance of Sponsorship and Donation Policy with the addition of a “sponsor naming” section.51/7/2020ID 19‐2456The Acceptance of Sponsorships and Donations Policy (19‐1336) is an existing City policy. This policy was recently adopted by City Council on June 18, 2019. Sponsorship/Donations PolicyAdditional ClarificationOption A – Leave sponsorship/donation policy as proposed.Option B – Remove any reference to “naming” or “naming rights” in the policy and replace with “sponsorship opportunities” for City facilities, amenities, or features.Option C – Completely remove the sponsor naming section (VII) from the policy.6Based on recent feedback we ask City Council to weigh in on the following additional amendment:1/7/2020ID 19‐2456Additionally, staff would like to add clarity to “commercial perception” in section VI. Proposed additional wording: “Sponsorship opportunities will fit on one of several, pre‐determined sizes of signs per City specifications. Sizes of signs to be determined by staff and to be appropriate to the size of the asset to be sponsored.” Sponsorship/Donations PolicyAdditional ClarificationConcern brought to staff’s attention about naming rights/sponsorship opportunities being in perpetuity if no term is defined. (Section VII. C. 4.)Section VII. C. 3 states the City Council will determine the term of the sponsor naming right. Staff recommends removing VII. C. 4 and replacing with language that states naming rights/sponsorship opportunities “will exist until the facility, amenity, or feature is repurposed, demolished, met its life span, met its term per an agreement, or if the sponsor is found to be conflict with the City’s mission or values.”7Additional feedback received with recommended actions:1/7/2020ID 19‐2456Concern raised about sponsors/donors being required to be forthcoming about any concurrent planning, permit, or procurement application. (Sections V, VI, and VII)Staff recommends leaving this language as it was recommended to be in the original policy per Procurement and Compliance. This language was recently approved by Council in June 2019 when this policy was adopted. Questions/Comments81/7/2020ID 19‐2456 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-019,Version:1 AGENDA CAPTION Consider approval of a resolution of the City of Denton amending the acceptance of Sponsorships and Donations Policy; providing a repealer; and declaring an effective date. City of Denton Printed on 1/3/2020Page 1 of 1 powered by Legistar™ 0City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Parks and Recreation ACM: Sara Hensley, Assistant City Manager DATE: January 7, 2020 SUBJECT Consider approval of a resolution of the City of Denton amending the acceptance of Sponsorships and Donations Policy; providing a repealer; and declaring an effective date. BACKGROUND On June 3, 2019, City Council approved to proceed forward with the proposed Acceptance of Sponsorships and Donations Policy. This policy defines the type of donations and sponsorships the City can receive and the benefits that can be given in return. The Sponsorships and Donations Policy, resolution no. 19-1336 was adopted on June 18, 2019. During that time, the Parks and Recreation Department (PARD) was still in the process of amending the Naming Policy Guidelines for City Buildings, Facilities, Land, or any Portion Thereof. On November 5, 2019, during the public hearing for the Naming Policy Guidelines, City Council directed PARD staff to exclude the sponsorship naming rights portion of the naming policy and include it in the Sponsorships and Donations Policy. With the direction of City Council, PARD staff has amended the resolution to the Sponsorship and Donations Policy. Exhibit 3 outlines a redline version of the Sponsorship and Donations Policy. Exhibit 4 is the amended resolution for City Council to review for approval of this policy. OPTIONS Recommend approval of the amended changes to this policy or recommend with edits. RECOMMENDATION Staff recommends approval of the amended changes to this policy. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On April 1, 2019, The Parks, Recreation and Beautification Board has recommended approval with a (7-0) vote. On June 3, 2019, City Council approved to proceed forward with the proposed Acceptance of Sponsorships and Donations Policy. On June 18, 2019, the Sponsorships and Donations Policy was adopted, resolution no. 19-1336. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com On November 5, 2019, a public hearing was held to gather input regarding the proposed amendments to the Naming Policy Guidelines for City Buildings, Facilities, Land, or any Portion Thereof. City Council directed PARD staff to exclude the sponsorship naming rights portion of the naming policy and include it in the Sponsorships and Donations Policy. On January 6, 2020, The Parks, Recreation and Beautification Board reviewed the amended changes to the Sponsorships and Donations Policy. EXHIBITS Exhibit 1 Agenda Information Sheet Exhibit 2 Resolution 19-1336 Exhibit 3 Red Line Exhibit 4 Resolution Exhibit 5 Presentation Respectfully submitted: Gary Packan Director, Parks and Recreation Prepared by: Heather Gray Business Manager, Parks and Recreation RESOLUTION NO. 19-133( A RESOLUTION OF THE CITY OF DENTON, TEXAS ESTABLISHING AN ACCEPTANCE OF SPONSORSHIPS AND DONATIONS POLICY; AND DECLARING AN EFFECTIVE DATE. WHEREAS, the City of Denton desires to adopt an Acceptance of Sponsorships and Donations Policy; and WHEREAS, the policy will establish structure and consistency, and citywide guidelines for the solicitation, administration, and acceptance of sponsorships and donations received by the City; and WHEREAS, the City Council deems it in the public's best interest to adopt the policy; NOW, THEREFORE, THE COUNCTL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. The Acceptance of Sponsorships and Donations Policy, which is attached hereto, and made a part hereof, is hereby adopted as an official policy of the City of Denton, SECTION 2. The attached policy shall be iiled in the official records with the City Secretary. SECTION 3. This Resolution shall become effective immediately upon its passage and approval. The motion to approve this Resolution was made by . .,„ w w m " , _ and seconded b w Y e mwmw „ w' mm m• This Resolution was passed and tX a,bW rr:;ci ;wr tl a r i; vc t. . - ...rw Chris Watts, Mayor; Gerard Hudspeth, District 1: Keely G. Briggs, District 2: Jesse L. Davis, District 3: John Ryan, District 4; Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 6: Abstain Absent PASSED AND APPROVED this the ,, day of °,, ______ , 2019. ATTEST: ROSA RIOS, CITY SECRETARY BYe _...._:- .w '....m:. ,.. . . m .... .... ...... APPROVED AS TO LEGAL FORM: AARON [..,:1 .r 1., CITY ATTOI 1 i' iS w"v"°"`" MAYOR m,r fd I C 1[F mmB lll.. .IIII I. PURPOSE CITY OF DENTON Acceptance of Sponsorships and Donations Policy The purpose of the policy is to provide guidelines for the solicitation, administration, and acceptance of sponsorships and donations received by the City of Denton. II. POLICY It is the policy of the Denton City Council that sponsorship and donation opportunities exist to enhance the mission of the City and generate revenue to subsidize costs associated with programs, events, or assets, and are pursued in accordance with the guidelines set forth by the City Council. The City reserves the right to accept or reject a sponsorship or donation at any time. This policy does not cover sponsorships and donations related to naming rights. For naming rights, see City of Denton Policy R2012-007. III. AUTHORITY AND APPROVAL DELEGATIONS In the event of conflict between this policy and other City policies, this policy will prevail pending proper approvals. Denton City Council, at its discretion, may grant variances to this policy. Upon the City's acceptance of a sponsorship and donation, a sponsorship or donation agreement shall be between the City of Denton and the donor or sponsor. Authorized City Staff has the authority to create, solicit, and distribute sponsorship and donation opportunities, receive and assess sponsorship and donation agreements, and accept and deposit funds in accordance with this policy. City Staff will comply and adhere to City polices, seek consultation with appropriate other City staff (e.g. City Legal, Finance Department) as needed. City staff will obtain a copy of the sponsor's current insurance certificate with the City added as a rider, permits and a signed indemnification agreement, when applicable, and shall maintain a log of sponsorships and donations, including the name of each sponsor or donor, amount or a description of the item given, and any other relevant information necessary to effectuate an accepted sponsorship or donation. The Department Director or designee will oversee the purpose and application of this policy. The following general principles shall apply for approvals: Only City staff authorized by this policy may accept donations or sponsorship. The City has no obligation to accept any donation or approve a sponsorship. All donations and sponsorships must be in the public's best interest, support the City's mission, and reflect the City's public image in a positive manner. All donations and sponsorships must be in compliance with applicable state and federal law, City policies, ordinances, and resolutions. The City does not provide legal, accounting, tax or other such advice. Each donor or sponsor is ultimately responsible for ensuring the proposed donation meets and furthers their financial, and estate planning goals. As such, each donor and sponsor is encouraged to meet with a professional advisor before making any donation to the City. All donations must be used for official City business, and not for political activities or other personal business. The City does not, under any circumstances, endorse, validate, or certify the products, services, or ideas of any sponsor or donor, regardless of the level of sponsorship given to the City. A donor or sponsor may restrict a donation for a particular City department, location or purpose, but may not designate a certain City official who may use the donation orsponsorship. 1 . • . ; Authorized City Staff Approve sponsorships and donations up to $5,000 City Manager or Designee Cpy Councp approvapis not otherwise eq00e u.p tomm$ 49,999 provided m.____.... __ _ __ ____..._._ City Council Approve all sponsorships and donations equal to or greater than 50,000. Authorized City staff, City Some agreements and public recognition display approval may require Manager, City Council ' a combination of approvals in accordance with this policy. greements, but cann tlppeak ondbehalf of, or n gotliate on behalf of Third Party Individuals and/or Organizations the City of Denton. SOLICITATION OF SPONSORSHIPS AND/OR DONATIONS WORK FLOW Authorized staff submit solicitation plan and list of potential sponsors/donors for approval by next level supervisor Staff solicit sponsorships/donations in accordance with this policy Staff accept and report sponsorships/donations in accordance with this policy Authorized staff submit solicitation plan, agreement draft, and list of potential sponsors/donors for approval by City Manager or designee. Staff solicit sponsorships/donations in accordance with this policy Staff accept and report sponsorship/donations in accordance with this policy Authorized staff or Director submit solicitation plan and list of potential donors/sponsors to Purchasing for Request for Proposals (RFP) Soliciation is done through the RFP process Results of the RFP are taken to City Council for review and approval If an unsolicited sponsorship or donation is offered to the City over $5,000, it must be accompanied with an agreement and City Manager or designee's approval. If an unsolicited sponsorship or donation is offered to the City over $50,000, it will require City Council's approval. No City employee shall directly or indirectly solicit, seek, or accept anything of value in return for being influenced in the performance of an official act; influenced to commit, aid in committing, collude or allow fraud; or induced to perform or fail to perform an act in violation of the employee's official duty or the City's Employee Ethics Policy (10.00). In order to eliminate risk to City employees and to manage any possible conflicts regarding solicitations of donations and offers to sponsor made to the City, no City employee shall engage in any solicitation of donations or enter into an agreement on behalf of the City unless expressly authorized by a City official or by the employee's Department Director or Director's designee, or unless authorized under this policy. IV. DEFINITION OF TERMS A written contractual arrangement with the City which details an exchange of a cash or in-kind contribution and the benefits provided in Agreement return. Agreements can originate in-house by Authorized City Staff and approvals may vary in accordance with this policy. An agreement is required for contributions valued over $5,000. amenit e.s pa ks...p.laygrounds ............................... .. ......_... Asset g y p p y ch as facilities, equipment, furniture, public open spaces, and/or trails, etc. Authorized City Staff A City employee authorized by their supervisor, manager, or director, Exists when an individual, organization, and/or business is reflected in Conflict of Interest a negative manner which is contrary to department's mission, competes with on-going programs, events, or partnerships, or negatively compromises the integrity of the City's public image. m........m.. .................................... m. __.._..__............. ..m.m..m..m.... .,._m..m..m. A cash or in-kind contribution by an individual, organization, and/or Donation business without restrictions or with restrictions specified by a donor or outlined in an agreement, when applicable. Memorial An asset or monument which honors a life or an event. Public Recognition or A benefit that can only be leveraged by Authorized City Staff and/or Display City Council in accordance with this policy. e,., ,, .,, ._. ._.,,,,,,,,,m __ ___________________________.__ --- Radio Subscription An entertainment system used in City facilities that sounds like a Services commercial radio station with DJ's, music, and commercials. A cash or in-.. ,,,,,,,.. ....... kind contribution by an individual, organization, and/or business Sponsorship in exchange for recognition in the form of publicity, promotional consideration, and/or merchandising. Sponsorships should not be confused with advertising. Advertising is a benefit that can be leveraged. Partnerships, contracts, and/or organizations hat o erate in su t p pport Third Party Individuals of City programs, events, and/or assets. Authorized approvals are and/or Organizations required in accordance with this policy by Authorized City Staff, the City Manager, and/or City Council. V. SPONSORSHIPS A monetary payment on behalf of an individual, organization, and/or business that provides cash in support of a City asset, event, or program in exchange for recognition in the form of publicity, promotional consideration, and/or merchandising. IN-KIND SPONSORSHIP A contribution of goods and/or services on behalf of an individual, organization, and/or business in support of a City asset, event, or program in exchange for recognition in the form of publicity, promotional consideration, and/or merchandising. SPONSORSHIP BENEFITS Benefits are offered in the form of public recognition and/or merchandising and are subject to change. They must be agreed upon in advance and be included in the written sponsorship agreement, when applicable. Benefits vary based on the asset, event, and/or program, size and scope of sponsorship, and range of financial resources. The extent of recognition and promotional opportunities will depend on the level and nature of each individual sponsorship. Opportunities across a range of online and offline media platforms may include, but are not limited to: Appropriate mention on social media platform(s) Appropriate mention on posters, digital flyers, and press releases Appropriate mention on promotional merchandise, apparel, or uniform SPONSORSHIP GUIDELINES Sponsorships are voluntary and will be considered on an individual, case-by-case basis and assessed for potential conflict of interest and alignment with the City's mission and values. Examples of sponsorships that are typically ineligible for sponsorship include, but are not limited to individuals, organizations, and/or businesses who promote hatred against individuals or groups, represent religious or political views, candidates, and campaigns, and whose primary products or services are derived from the sale of tobacco, alcohol, drugs, firearms, gambling, or sexually explicit or inappropriate materials. The City does not endorse the products, services, or ideas of any sponsor, regardless of level. Sponsorship agreements shall not limit the City's ability to seek other sponsorships and sponsors cannot commit the City to any financial or operational obligation beyond the terms of an agreement. Sponsors are required to be forthcoming and advise the City if a sponsorship is concurrent with a planning, permit, or procurement application or if the donor is in litigation against the City. Failure to disclose this information may result in ineligibility to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year per City of Denton Code of Ordinances, Chapter 2, Article XI. VI. DONATIONS CASH DONATION A monetary donation on behalf of an individual, organization, and/or business in support of a City asset, event, or program in exchange for public recognition or display. IN-KIND DONATION A donation of goods and/or services on behalf of an individual, organization, and/or business in support of a City asset, event, or program in exchange for public recognition or display. x7sZ I,i,[7 i;l i i;l Benefits are offered in the form of public recognition acknowledgments or mentions. They must be agreed upon in advance, and be included in a written agreement, when applicable. Examples may include, but are not limited to: Acknowledgement through social media or press release Acknowledgment on a donor wall or plaque Acknowledgement through installation of a memorial such as a bench, picket, or brick DONATION GUIDELINES Donations are voluntary and will be considered on an individual, case-by-case basis and assessed for potential conflict of interest and alignment with the City's mission and values. The City will not accept donations that are conditional upon endorsement or imply their products, services or ideas are sanctioned by the City. The City will not extend or offer accrued advantages in exchange for a donation. Donors are required to be forthcoming and advise the City if a donation is concurrent with a planning, permit, or procurement application or if the donor is in litigation against the City. Failure to disclose this information may result in ineligibility to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year per City of Denton Code of Ordinances, Chapter 2, Article XI. Donations that are being accumulated for a major project or campaign will be held in an appropriate City account or reserve until sufficient funds for the proposed project have been obtained. Donations become the property of the City of Denton and subject to the laws, policies, and procedures that govern the City. The City will ensure public interest will remain protected and recognition display guidelines will be assessed and updated in accordance with this policy. As such, authorized City staff will implement the following guidelines: i . • , , Anonymous Donations In all forms of recognition, the donor's wishes for anonymity shall be respected. Aesthetics, Safety, and Location Displays must not detract from the aesthetic quality or safety of an asset, and/or the physical attributes of a location. n....._ .,_.... ... ..... ...................................... .,m.... ._.. The City will evaluate each donation agreement in exchange Agreements for recognition display on a case-by-case basis and will seek City Manager and/or City Council approval as needed. m ....................................................................................................................................... .............. p..I..........1._........................... m..m..m.... not be erceived as advert.isin........... orspaysustpg commercializing the character of an asset or location and/or Commercial Perception create a feeling of proprietary interest. Displays must not advertise promotions, non-brand slogans, or perceived endorsements. The City will ensure displays are safe and durable, and meet Quality Specifications City design or quality specifications, standards, policies, and City Ordinances. Maintenance The City is under no obligation to replace stolen, vandalized, irreparably damaged, or destroyed donor displays. Term Donor displays may not be in perpetuity. The duration may be the asset's life span and is subject to replacement at any time. ri . t ,„ Sponsorships or donations are required in full unless otherwise stated in a written agreement. Any donation or sponsorship valued over $5,000 must be accompanied with a written agreement. Upon acceptance of either a sponsorship or donation, City staff must document contribution details in the appropriate software. Details will include: Contact information of donor or sponsor (unless donor/sponsor wishes to remain anonymous) Value, allocation, and benefit received, if applicable If in-kind, description of goods or services Name of staff inember accepting donation or sponsorship REPORTING Departments collecting sponsorships and/or donations are required to meet the following reporting guidelines at minimum on an annual basis: Provide a listing of sponsors and/or donors solicited Provide a listing of the amount of sponsorships and/or donations collected Publish a listing of vendors that have made contributions, for example on a website or in a report that is accessible to the public DONATION AND SPONSORSHIP ALLOCATIONS Payments will be deposited into designated City funds, unless otherwise reallocated by the City Manager and/or City Council. Every year as part of the budget process, City Council will have the authority to reallocate unrestricted donations. VIII. TERMINATION OF AGREEMENTS The City reserves the right to accept or reject a sponsorship or donation in accordance with this policy. If the City elects to terminate an agreement, any funds, unused materials or services, or other in-kind contribution received by the City prior to such termination, will be refunded or returned by the City, unless such termination is due to a material breach of the agreement by the sponsor or donor, in which case the City may retain all or a part of the compensation if the City determines that such is necessary to compensate the City for any losses incurred by the City due to such material breach. 1 CITY OF DENTON Acceptance of Sponsorships and Donations Policy I. PURPOSE The purpose of the policy is to provide guidelines for the solicitation, administration, and acceptance of sponsorships and donations received by the City of Denton. II. POLICY It is the policy of the Denton City Council that sponsorship and donation opportunities exist to enhance the mission of the City and generate revenue to subsidize costs associated with programs, events, or assets, and are pursued in accordance with the guidelines set forth by the City Council. The City reserves the right to accept or reject a sponsorship or donation at any time. This policy does not cover sponsorships and donations related to naming rights. For naming rights, see City of Denton Policy R2012-007. III. AUTHORITY AND APPROVAL DELEGATIONS In the event of conflict between this policy and other City policies, this policy will prevail pending proper approvals. Denton City Council, at its discretion, may grant variances to this policy. Upon the City’s acceptance of a sponsorship and donation, a sponsorship or donation agreement shall be between the City of Denton and the donor or sponsor. Authorized City Staff has the authority to create, solicit, and distribute sponsorship and donation opportunities, receive and assess sponsorship and donation agreements, and accept and deposit funds in accordance with this policy. City Staff will comply and adhere to City polices, seek consultation with appropriate other City staff (e.g. City Legal, Finance Department) as needed. City staff will obtain a copy of the sponsor’s current insurance certificate with the City added as a rider, permits and a signed indemnification agreement, when applicable, and shall maintain a log of sponsorships and donations, including the name of each sponsor or donor, amount or a description of the item given, and any other relevant information necessary to effectuate an accepted sponsorship or donation. The Department Director or designee will oversee the purpose and application of this policy. The following general principles shall apply for approvals: • Only City staff authorized by this policy may accept donations or sponsorship. • The City has no obligation to accept any donation or approve a sponsorship. • All donations and sponsorships must be in the public’s best interest, support the City’s mission, and reflect the City’s public image in a positive manner. • All donations and sponsorships must be in compliance with applicable state and federal law, City policies, ordinances, and resolutions. 2 • The City does not provide legal, accounting, tax or other such advice. Each donor or sponsor is ultimately responsible for ensuring the proposed donation meets and furthers their financial, and estate planning goals. As such, each donor and sponsor is encouraged to meet with a professional advisor before making any donation to the City. • All donations must be used for official City business, and not for political activities or other personal business. • The City does not, under any circumstances, endorse, validate, or certify the products, services, or ideas of any sponsor or donor, regardless of the level of sponsorship given to the City. • A donor or sponsor may restrict a donation for a particular City department, location or purpose, but may not designate a certain City official who may use the donation or sponsorship. APPROVAL DELEGATIONS RESPONSIBILITY Authorized City Staff Approve sponsorships and donations up to $5,000 City Manager or Designee Approve sponsorships and donations $5,001 up to $49,999 provided City Council approval is not otherwise required. City Council Approve all sponsorships and donations equal to or greater than $50,000. Authorized City staff, City Manager, City Council Some agreements and public recognition display approval may require a combination of approvals in accordance with this policy. Third Party Individuals and/or Organizations May solicit sponsorships and donations as outlined in written agreements, but cannot speak on behalf of, or negotiate on behalf of the City of Denton. SOLICITATION OF SPONSORSHIPS AND/OR DONATIONS WORK FLOW up to $5,000 •Authorized staff submit solicitation plan and list of potential sponsors/donors for approval by next level supervisor •Staff solicit sponsorships/donations in accordance with this policy •Staff accept and report sponsorships/donations in accordance with this policy $5,001- $49,999 •Authorized staff submit solicitation plan, agreement draft, and list of potential sponsors/donors for approval by City Manager or designee. •Staff solicit sponsorships/donations in accordance with this policy •Staff accept and report sponsorship/donations in accordance with this policy $50,000 and up •Authorized staff or Director submit solicitation plan and list of potential donors/sponsors to Purchasing for Request for Proposals (RFP) •Soliciation is done through the RFP process •Results of the RFP are taken to City Council for review and approval 3 If an unsolicited sponsorship or donation is offered to the City over $5,000, it must be accompanied with an agreement and City Manager or designee’s approval. If an unsolicited sponsorship or donation is offered to the City over $50,000, it will require City Council’s approval. No City employee shall directly or indirectly solicit, seek, or accept anything of value in return for being influenced in the performance of an official act; influenced to commit, aid in committing, collude or allow fraud; or induced to perform or fail to perform an act in violation of the employee’s official duty or the City’s Employee Ethics Policy (10.00). In order to eliminate risk to City employees and to manage any possible conflicts regarding solicitations of donations and offers to sponsor made to the City, no City employee shall engage in any solicitation of donations or enter into an agreement on behalf of the City unless expressly authorized by a City official or by the employee’s Department Director or Director’s designee, or unless authorized under this policy. IV. DEFINITION OF TERMS TERM MEANING Agreement A written contractual arrangement with the City which details an exchange of a cash or in-kind contribution and the benefits provided in return. Agreements can originate in-house by Authorized City Staff and approvals may vary in accordance with this policy. An agreement is required for contributions valued over $5,000. Asset A range of City property such as facilities, equipment, furniture, amenities, parks, playgrounds, public open spaces, and/or trails, etc. Authorized City Staff A City employee authorized by their supervisor, manager, or director. Conflict of Interest Exists when an individual, organization, and/or business is reflected in a negative manner which is contrary to department’s mission, competes with on-going programs, events, or partnerships, or negatively compromises the integrity of the City’s public image. Commemorative Name A name given to recognize an individual, organization or foundation who has made a significant contribution on a local, state, national or world level. Donation A cash or in-kind contribution by an individual, organization, and/or business without restrictions or with restrictions specified by a donor or outlined in an agreement, when applicable. Memorial An asset or monument which honors a life or an event. Public Recognition or Display A benefit that can only be leveraged by Authorized City Staff and/or City Council in accordance with this policy. Radio Subscription Services An entertainment system used in City facilities that sounds like a commercial radio station with DJ's, music, and commercials. 4 Solicitation Plan A document that clearly outlines the sponsor/donor levels and the benefits given in return for the sponsor/donor’s contribution. Sponsorship A cash or in-kind contribution by an individual, organization, and/or business in exchange for recognition in the form of publicity, promotional consideration, and/or merchandising. Sponsorships should not be confused with advertising. Advertising is a benefit that can be leveraged. Sponsor Naming A financial transaction whereby an individual, business, organization or foundation purchases the right to name a City facility, amenity or feature. Third Party Individuals and/or Organizations Partnerships, contracts, and/or organizations that operate in support of City programs, events, and/or assets. Authorized approvals are required in accordance with this policy by Authorized City Staff, the City Manager, and/or City Council. V. SPONSORSHIPS CASH SPONSORSHIP A monetary payment on behalf of an individual, organization, and/or business that provides cash in support of a City asset, event, or program in exchange for recognition in the form of publicity, promotional consideration, and/or merchandising. IN-KIND SPONSORSHIP A contribution of goods and/or services on behalf of an individual, organization, and/or business in support of a City asset, event, or program in exchange for recognition in the form of publicity, promotional consideration, and/or merchandising. SPONSORSHIP BENEFITS Benefits are offered in the form of public recognition and/or merchandising and are subject to change. They must be agreed upon in advance and be included in the written sponsorship agreement, when applicable. Benefits vary based on the asset, event, and/or program, size and scope of sponsorship, and range of financial resources. The extent of recognition and promotional opportunities will depend on the level and nature of each individual sponsorship. Opportunities across a range of online and offline media platforms may include, but are not limited to: • Appropriate mention on social media platform(s) • Appropriate mention on posters, digital flyers, and press releases • Appropriate mention on promotional merchandise, apparel, or uniform 5 SPONSORSHIP GUIDELINES Sponsorships are voluntary and will be considered on an individual, case-by-case basis and assessed for potential conflict of interest and alignment with the City’s mission and values. Examples of sponsorships that are typically ineligible for sponsorship include, but are not limited to individuals, organizations, and/or businesses who promote hatred against individuals or groups, represent religious or political views, candidates, and campaigns, and whose primary products or services are derived from the sale of tobacco, alcohol, drugs, firearms, gambling, or sexually explicit or inappropriate materials. The City does not endorse the products, services, or ideas of any sponsor, regardless of level. Sponsorship agreements shall not limit the City’s ability to seek other sponsorships and sponsors cannot commit the City to any financial or operational obligation beyond the terms of an agreement. Sponsors are required to be forthcoming and advise the City if a sponsorship is concurrent with a planning, permit, or procurement application or if the donor is in litigation against the City. Failure to disclose this information may result in ineligibility to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year per City of Denton Code of Ordinances, Chapter 2, Article XI. VI. DONATIONS CASH DONATION A monetary donation on behalf of an individual, organization, and/or business in support of a City asset, event, or program in exchange for public recognition or display. IN-KIND DONATION A donation of goods and/or services on behalf of an individual, organization, and/or business in support of a City asset, event, or program in exchange for public recognition or display. DONATION BENEFITS Benefits are offered in the form of public recognition acknowledgments or mentions. They must be agreed upon in advance, and be included in a written agreement, when applicable. Examples may include, but are not limited to: • Acknowledgement through social media or press release • Acknowledgment on a donor wall or plaque • Acknowledgement through installation of a memorial such as a bench, picket, or brick DONATION GUIDELINES Donations are voluntary and will be considered on an individual, case-by-case basis and assessed for potential conflict of interest and alignment with the City’s mission and values. The City will not accept donations that are conditional upon endorsement or imply their products, services or ideas are sanctioned by the City. 6 The City will not extend or offer accrued advantages in exchange for a donation. Donors are required to be forthcoming and advise the City if a donation is concurrent with a planning, permit, or procurement application or if the donor is in litigation against the City. Failure to disclose this information may result in ineligibility to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year per City of Denton Code of Ordinances, Chapter 2, Article XI. Donations that are being accumulated for a major project or campaign will be held in an appropriate City account or reserve until sufficient funds for the proposed project have been obtained. Donations become the property of the City of Denton and subject to the laws, policies, and procedures that govern the City. The City will ensure public interest will remain protected and recognition display guidelines will be assessed and updated in accordance with this policy. As such, authorized City staff will implement the following guidelines: PUBLIC RECOGNITION DISPLAY GUIDELINES Anonymous Donations In all forms of recognition, the donor's wishes for anonymity shall be respected. Aesthetics, Safety, and Location Displays must not detract from the aesthetic quality or safety of an asset, and/or the physical attributes of a location. Agreements The City will evaluate each donation agreement in exchange for recognition display on a case-by-case basis and will seek City Manager and/or City Council approval as needed. Commercial Perception Displays must not be perceived as advertising or commercializing the character of an asset or location and/or create a feeling of proprietary interest. Displays must not advertise promotions, non- brand slogans, or perceived endorsements. Quality Specifications The City will ensure displays are safe and durable, and meet City design or quality specifications, standards, policies, and City Ordinances. Maintenance The City is under no obligation to replace stolen, vandalized, irreparably damaged, or destroyed donor displays. Term Donor displays may not be in perpetuity. The duration may be the asset’s life span or term as specified in an agreement, whichever comes first. and is subject to replacement at any time.The display is subject to replacement or removal if one of these conditions is met. Displays may be repaired/refurbished in cases of damage, if funding is available. VII. SPONSOR NAMING RIGHTS Sponsor naming rights are voluntary and will be considered on an individual, case-by-case basis and assessed for potential conflict of interest and alignment with the City’s mission and values. Examples of sponsor naming 7 rights that are typically ineligible include, but are not limited to individuals, organizations, and/or businesses who promote hatred against individuals or groups, represent religious or political views, candidates, and campaigns, and whose primary products or services are derived from the sale of tobacco, alcohol, drugs, firearms, gambling, or sexually explicit or inappropriate materials. The City does not endorse the products, services, or ideas of any sponsor, regardless of level. Sponsor naming rights agreements shall not limit the City’s ability to seek other naming rights and cannot commit the City to any financial or operational obligation beyond the terms of any applicable agreement. Sponsors are required to be forthcoming and advise the City if a sponsor naming right proposal is concurrent with a planning, permit, or procurement application or if the donor is in litigation against the City. Failure to disclose these issuesis or other relevant information may result in ineligibility to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year per City of Denton Code of Ordinances, Chapter 2, Article XI. A. Guidelines for Sponsor Naming Rights 1. Sponsor naming rights will not be sold for City administrative buildings such as City Hall or the Service Center. However, rights may be sold for specialized City facilities, amenities or features such as, but not limited to: parks, playgrounds, spraygrounds, pavilions, skate parks, dog parks, athletic complexes and/or fields. 2. Sponsor naming rights will not be sold for existing City facilities, amenities or features that already have a commemorative name. 3. Sponsor naming rights for a project can be accepted at any point before, during, or after construction. 4. Once accepted by the City, all funds contributed to naming a City facility, amenity or feature will be nonrefundable. 5. When naming rights are sold, the funds will be used for land acquisition, design, construction, operation, improvements/upgrades, and/or capital maintenance of the City facility, amenity or feature which is being named. 6. Sponsor naming rights will follow the same work flow outlined in the “SOLICITATION OF SPONSORSHIPS AND/OR DONATIONS WORK FLOW” on page 2 of this policy. B. Approval of Sponsor Naming Rights $49,999 or Less 1. Sponsor naming rights sold for $49,999 or less will be for nominal amenities or features, such as but not limited to: shade structures and pavilions. 2. The sponsor naming will exist until the amenity is repurposed, demolished, or has met its life span, met its term per an agreement, or if the sponsor is found to be in conflict with the City’s mission or values. 8 C. Approval of Sponsor Naming Rights $50,00 or More 1. Once a naming rights proposal reaches the $50,000 threshold, the City Council may appoint a seven-member ad hoc Naming Committee to review said proposalit. Such committee shall be nominated by individual City Council members. At least two members of the ad hoc Naming Committee shall be selected from any impacted advisory or governing board as determined by City Council. 2. The ad hoc Naming cCommittee will provide a recommendation to the City Council or consideration regarding acceptance of the proposal, the name to be used on the facility, amenity, or feature, as well as the recommended term of the sponsor naming right. 3. The final decision shall rest with be made by the City Council regarding acceptance of the proposal, the name to be used on the facility, amenity, or feature as well as the recommended term of the sponsor naming right. 4. If no term is defined, the naming right will be in perpetuity until the facility, amenity or feature is repurposed, demolished, met its life span, or the sponsor is found to be in conflict with the City’s mission or values. VIII. PAYMENTS, REPORTS, AND ALLOCATION PAYMENT PROCESS Sponsorships or donations are required in full unless otherwise stated in a written agreement. Any donation or sponsorship valued over $5,000 must be accompanied with a written agreement. Upon acceptance of either a sponsorship or donation, City staff must document contribution details in the appropriate software. Details will include: • Contact information of donor or sponsor (unless donor/sponsor wishes to remain anonymous) • Value, allocation, and benefit received, if applicable • If in-kind, description of goods or services • Name of staff member accepting donation or sponsorship REPORTING Departments collecting sponsorships and/or donations are required to meet the following reporting guidelines at minimum on an annual basis: • Provide a listing of sponsors and/or donors solicited • Provide a listing of the amount of sponsorships and/or donations collected • Publish a listing of vendors that have made contributions, for example on a website or in a report that is accessible to the public DONATION AND SPONSORSHIP ALLOCATIONS 9 Payments will be deposited into designated City funds, unless otherwise reallocated by the City Manager and/or City Council. Every year as part of the budget process, City Council will have the authority to reallocate unrestricted donations. Sponsor naming funds are not eligible for reallocation per section VII.A.5. above. VIII. TERMINATION OF AGREEMENTS The City reserves the right to accept or reject a sponsorship or donation in accordance with this policy. If the City elects to terminate an agreement, any funds, unused materials or services, or other in-kind contribution received by the City prior to such termination, will be refunded or returned by the City, unless such termination is due to a material breach of the agreement by the sponsor or donor, in which case the City may retain all or a part of the compensation if the City determines that such is necessary to compensate the City for any losses incurred by the City due to such material breach. Sponsor naming funds are not eligible for refund per section VII.A.4. above. January 7, 2020 Proposed Policy Amendments: Naming Policy and Acceptance of Sponsorships & Donations Policy 1/7/2020 ID 20-019 1 Exhibit 5 Naming Policy Amendments Background City Council requested naming opportunities Feb. 4, 2019 Park Board approved amendments May 6, 2019 City Council Work Session June 18, 2019 City Council Consent Agenda Aug. 26, 2019 Denia Neighborhood Association Sep. 17, 2019 City Council Work Session Oct. 2 & 9, 2019 (3) Public Meetings Held Nov. 4, 2019 Update presented to Park Board Nov. 5, 2019 Public Hearing Jan. 6, 2020 Update presented to Park Board 21/7/2020 ID 20-019 Summary of Naming Policy Amendments ➢The naming rights section of this policy was moved to the Acceptance of Sponsorships and Donations Policy. ➢For clarification purposes, added a definition for commemorative naming. ➢Specified that naming will be assessed for potential conflict of interest and alignment with the City’s mission and values. ➢Removed the “deceased for five years” and “no convictions of Class A or B misdemeanor” from individual naming criteria. 3 The Naming Policy Guidelines for City Buildings, Facilities, Land, or Any Portion Thereof (R2012-007) is an existing City policy. Based on public feedback gathered and direction from City Council, the following amendments are proposed: 1/7/2020 ID 20-019 Summary of Sponsorship/Donations Policy Amendments ➢For clarification purposes, added definitions for commemorative name, solicitation plan, and sponsor naming. ➢The naming rights section of the Naming Policy was moved to the Acceptance of Sponsorship and Donation Policy with the addition of a “sponsor naming” section. 41/7/2020 ID 20-019 The Acceptance of Sponsorships and Donations Policy (19-1336) is an existing City policy. This policy was recently adopted by City Council on June 18, 2019. Questions/Comments 51/7/2020 ID 20-019 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2917,Version:1 AGENDA CAPTION Consider adoption of an ordinance approving an agreement between the City of Denton and the Denton Chamber of Commerce regarding an Economic Development Partnership; and providing an effective date. City of Denton Printed on 1/3/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Economic Development CFO: Antonio Puente, Jr. DATE: January 7, 2020 SUBJECT Consider adoption of an ordinance approving an agreement between the City of Denton and the Denton Chamber of Commerce regarding an Economic Development Partnership; and providing an effective date. BACKGROUND The City Council and the Denton Chamber of Commerce first entered into an economic development partnership agreement in 1986. The City’s participation consists of General Fund and Utility Funds dollars and provides for the administration and operation budget of the Chamber of Commerce’s Office of Economic Development that includes: Prospect generation activities; Marketing activities, i.e. trade shows, publishing/printing, website(s) administration, marketing materials; and Small Business Development Center support. In Fiscal Year 2017-18, the agreement between the City and the Chamber was significantly different from prior years’ agreements in that it included specific goals, deliverables, and metrics for the Chamber’s Office of Economic Development, along with enhanced clauses regarding financial reporting, insurance requirements, and indemnity. The FY18-19 agreement followed the same format as the FY 17-18 agreement, but included the addition of shared strategic initiatives, revised and increased goals, and added a new goal to track new contacts at marketing events. It also increased the amount of funds to be raised through private investors. Proposed FY 2019-20 Agreement With new leadership in place at the Chamber and the City, staff from both organizations agreed that this was an opportunity to review the partnership and develop an agreement that better addressed both sides’ contributions to and expectations of the partnership. Staff researched similarly situated communities to review innovative ideas and best practices, and review the types of indicators and metrics that were being tracked. This research was reviewed and changes were incorporated into the proposed agreement. In addition, the City contracted with TIP Strategies to conduct a review of the proposed contract and provide an independent assessment of the goals, strategies, objectives, and metrics. The proposed agreement includes the integration of more clear expectations and shared goals, while allowing each organization to positively contribute to a partnership that benefits the Denton community. The most substantial change to the agreement is the development of a work plan that includes specific definitions, shared goals, key activities for each organization, and various reporting mechanisms and metrics. The majority of the changes in the proposed contract are not based on shifting priorities or new City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com goals, but instead focus on the development and fulfillment of commitments by both organizations to fully leverage the unique partnership between the City and the Chamber. Because the Economic Development Partnership is being reviewed as part of the ongoing comprehensive economic development strategic plan, the City and Chamber have agreed to a 9-month contract (October 2019 to June 2020) and will bring forward a new agreement, extension, or agreement amendments following the completion of the strategic plan and based on the recommendations and outcome established during the strategic planning process. Key components of the proposed agreement include: A reduction in City funding to cover only 9 months of expenses ($179,127) and a 9-month term. Stronger definitions of “Marketing” and “Recruitment” to ensure that both sides understand the actions to be undertaken and the intent of the work to be performed. The assignment and clear delineation of responsibilities under key activities to be performed in the Marketing and Recruitment efforts of the partnership. More intensive reporting requirements, including quantitative and qualitative reporting, and the commitment from the Chamber and City to meet regularly to review the work plan and agree to changes or updates as necessary. The inclusion of metrics that better align with the strategic goals of the partnership. Joint quarterly reviews by the Chamber President and City’s Director of Economic Development of the efforts Chamber staff to execute the work plan and monthly meetings to ensure goals are being met and metrics are tracked. In addition, this allows for open communication and transparency among the Chamber and City staff. FISCAL INFORMATION The Denton Chamber of Commerce has requested funding from the City of Denton in the amount of $179,127 for economic development efforts in FY 2019-20. Funding is divided evenly among the General Fund (Economic Development department) and the Electric, Water, Wastewater, and Solid Waste Administration Funds. These funds are included in the proposed budgets for each department. OPTIONS 1. Approve agreement as presented by staff. 2. Approve agreement with additional changes. 3. Do not approve agreement. RECOMMENDATION Staff recommends approval of the agreement as presented. EXHIBITS 1. Agenda Information Sheet 2. Ordinance and Agreement 3. TIP Strategies Assessment 4. Presentation Respectfully Submitted, Jessica Rogers Director of Economic Development WWW.TIPSTRATEGIES.COM ● 2905 SAN GABRIEL ST, STE 309, AUSTIN, TX 78705 ● 512-343-9113 PAGE | 1 MEMORANDUM DATE: October 10, 2019 TO: Jessica Rogers FROM: Tom Stellman and Jaclyn Le RE: Review of contract between City of Denton and Denton Chamber of Commerce BACKGROUND Partnerships between cities and their chambers of commerce can be important to economic development efforts across different communities. By partnering, cities and chambers can leverage unique assets, incentives, and connections to attract businesses, improve quality of place, and transform cities into thriving communities. Denton, like many other cities, relies on a partnership agreement between its city government and its chamber to jointly generate and promote economic development. The working relationship between the City and Chamber spans many years. Periodic reviews of the partnership are a necessary practice to ensure both parties continue to benefit from the agreement and to maximize effectiveness in achieving joint goals for economic development in Denton. The purpose of this memo is to review both the existing and the draft partnership agreements between the City and Chamber. The focus of this review is to ensure the 2019-2020 agreement is structured in accordance with best practices in work plans; however, the agreement and metrics could change in the future, as these elements will be directly influenced by the forthcoming strategic plan. METHODOLOGY FOR REVIEW TIP Strategies has worked with a range of clients to develop innovative, publicly supported economic development strategies. Our team members have produced numerous strategic economic assessments, economic base analyses, workforce analyses, and target sector analyses, all with input from clients, stakeholders, community leaders, business owners, and residents. We have worked in several communities with economic development partnership agreements between cities and chambers of commerce. Our experience in guiding cities and chambers to jointly promote economic development goals informs our review of Denton’s existing partnership agreement. In addition, we had conversations with both City and Chamber staff to gather their insights on the evolution of the partnership and their input on the existing agreement. We conducted a review of City and Chamber documents, including: The 2018-2019 contract between the City and Chamber A City presentation from September 2018 about the partnership agreement MEMORANDUM TIP STRATEGIES PAGE | 2 The City’s Economic Development Director’s assessment of the 2018-2019 contract A sample activity and metric report from the Chamber for August 2019 An audit of economic development from the City Auditor’s Office from September 2019 The 2019-2020 draft partnership agreement between the City and Chamber We also compared Denton’s partnership agreement to similar agreements between cities and chambers in Irving, New Braunfels, and Abilene, Texas. We reviewed the core purposes, parties involved, metrics, and reporting requirements across partnership agreements in these three communities. The diversity across these communities and the longstanding partnerships between their cities and chambers provide an important comparison against which we can evaluate Denton’s existing partnership agreement. Our review of partnership agreements, coupled with our economic development expertise, informed our observations and recommendations stated in this memo. TAKEAWAYS FROM SIMILAR CITY-CHAMBER PARTNERSHIPS Partnerships between cities and chambers of commerce are a common way in which cities carry out economic development activities. Agreements can vary in several ways, ranging from scope of agreement, to funding levels, to length of contract. We analyzed agreements across the three communities stated above and considered best practices from client communities across the country. We then compared our findings with Denton’s partnership agreement. Our review of city-chamber partnerships like Denton’s found a few important takeaways that can inform the structure of Denton’s partnership agreement, both in the short term and in the future. • CORE ECONOMIC DEVELOPMENT ACTIVITIES SHARED ACROSS COMMUNITIES. While communities may differ in program specifics, most utilize partnership agreements between cities and chambers to deliver common marketing, recruitment, and retention activities. Most city-chamber partnerships focus on a core set of economic development activities and services, such as implementing marketing plans, hosting prospecting tours and visits, and providing support to small businesses. Denton’s partnership agreement is like those of the comparison communities in its core purpose and the key activities for which the Chamber is responsible. • PERIODIC REPORTING AND REVIEWS BETWEEN CITIES AND CHAMBERS. Given the funding relationship between cities and chambers, it is no surprise that most contracts require periodic reporting from chambers to cities about progress made toward partnership goals, including leads generated, site visits conducted, and jobs created. The frequency with which reports and presentations are delivered varies from every quarter to once a year; however, reports from the chambers are typically paired with meetings with city leadership and/or presentations to city council members about progress made toward economic development goals. • SPECIFIC, GOAL-ALIGNED TARGETS AND METRICS. Though the number of metrics tracked in city- chamber partnerships varies, best practice indicates that metrics and targets can be more meaningful and measurable when they are specific and goal-aligned. Some communities choose to have only a few metrics focused on the outcomes that matter most to them, such as per capita income, number of new employers, and number of new jobs each year. Others track a longer list of performance measures but indicate how each measure aligns to a goal. For example, tracking the number of site visits made to existing employers is in service of a broader strategy to demonstrate appreciation for existing businesses and to increase the likelihood of MEMORANDUM TIP STRATEGIES PAGE | 3 retention from year to year. Communities with strong city-chamber partnerships choose metrics that directly relate to broader strategies and goals so that each tracked metric feeds their understanding of progress made and improvements needed. OBSERVATIONS OF DENTON’S PARTNERSHIP AGREEMENT Overall, the changes made to the partnership agreement by the City and Chamber for 2019-2020 show a marked improvement over the contract from the previous year. Though the focus of the partnership may change after a comprehensive strategic planning process, this contract, with a few adjustments outlined in the next section, will be sufficient for guiding the work of the City and Chamber over the next year. Our observations of the most substantial changes made between the 2018-2019 and proposed 2019-2020 contract include: • QUARTERLY REVIEWS BETWEEN THE CITY AND CHAMBER. Implementing quarterly reviews between the City and the Chamber to discuss and evaluate the agreed upon work plan is a positive development in the partnership agreement. Periodic reviews focused on evaluating progress toward shared goals and identifying course corrections as needed can facilitate more effective collaboration and smooth project management between the City and Chamber. Best practices among other communities include periodic reviews that bring together staff and leadership from the City and Chamber to track metrics, evaluate progress, and discuss significant economic development activities. The addition of quarterly reviews to the agreement between the City and the Chamber should not be about only shared accountability for the work plan but also about more effective communication and coordination across both parties. • EXPANDED FOCUS ON RETENTION, EXPANSION, AND WORKFORCE DEVELOPMENT. Creating a task force to facilitate partnerships with community partners can be an important way to convene and align a broad group of stakeholders around common economic development goals. The proposed list of organizations and industries in Section C.3 of the agreement includes broad, cross-sector representation across the public sector, education and workforce organizations, and targeted sectors. As the Chamber kicks off the task force, it is important to be clear about the purpose and goal of the partnership. The more specific the City and Chamber are in defining their intention for convening the task force, the more likely it is that the task force can identify shared goals and define a work plan and metrics to accomplish those goals. Language in the draft agreement is vague about the purpose of the task force and can be improved by adding more specific details about what kinds of issues the task force will be expected to take on (e.g., workforce development, attracting new employers to the region, retaining existing businesses, etc.). Identifying a narrower focus and set of activities for the task force may better engage members and increase the effectiveness across collaborative activities. • MORE TARGETED METRICS FOCUSED ON CORE ACTIVITIES. The proposed metrics in the draft 2019- 2020 agreement are better aligned with the marketing, recruitment, and retention goals and activities outlined in A through C of the work plan than the metrics used in the 2018-2019 contract. Best practices in tracking and reporting metrics across city-chamber partnerships indicate that metrics defined in the contract should be clear, concise, and aligned to strategies and/or goals. Though the metrics could be streamlined even further, the proposed metrics for 2019-2020 are better aligned to desired outcomes, such as recruitment of prospective companies in Denton’s seven target industry sectors (outlined in Section B.2). Focused metrics, such as marketing dollars spent, leads generated, and request for information (RFIs) received in targeted sectors, keep the work plan and reporting better aligned to overall City and Chamber goals. MEMORANDUM TIP STRATEGIES PAGE | 4 RECOMMENDATIONS FOR FURTHER IMPROVEMENTS The City and Chamber have made significant progress in refining the partnership agreement for 2019-2020. Though the focus of the partnership and contract may change after the strategic planning process, the proposed agreement is a suitable contract between the City and the Chamber for the next year. In addition, there are several ways in which the partnership agreement can be strengthened in the short term. 1. ALIGNMENT BETWEEN REPORTING REQUIREMENTS AND QUARTERLY REVIEWS. Our review of similar partnership agreements in other communities indicates that the frequency of reporting requirements varies from quarterly to annually; however, the delivery of reports typically aligns with a meeting to review progress toward goals or a presentation to city council members. Aligning reporting with work plan reviews between the City and the Chamber streamlines requirements and ensures both parties have a chance to review and discuss the information provided in each report to the City. While the 2019-2020 agreement includes quarterly reviews of the work plan, reports from the Chamber are still required on a monthly basis. We recommend shifting the frequency of reports from monthly to quarterly, which will also align with the quarterly reviews between the City and Chamber. This will both streamline reporting requirements in alignment with best practices and will ensure an opportunity exists to discuss each report in greater depth during the quarterly review meetings. 2. CREATING A PROJECT-LEVEL COMMITTEE FOCUSED ON LEAD GENERATION AND SUPPORT. Based on our experience working with other cities on economic development efforts, we find that project-level committees with representatives from both cities and chambers are better able to coordinate activities to generate leads and to respond to those leads and to RFIs. This committee is responsible for executing and overseeing business recruitment, retention, and expansion strategies. While quarterly reviews of the work plan focus on the progress toward the overall goals of the partnership between the City and Chamber, a project-level committee can help staff from both organizations better communicate and collaborate with one another and with other economic development efforts in the region and the state. As implemented in other communities, a monthly project-level meeting between project managers and other staff allows for more seamless coordination on joint activities and smoother cultivation of leads and relationships with target industry businesses. 3. TRACKING BROADER SOCIAL AND ECONOMIC INDICATORS. The forthcoming strategic planning process may generate other metrics and indicators that should be tracked through the partnership between the City and Chamber. While we do not know exactly what those additional metrics will be, we recommend considering a few broader social and economic indicators to better understand the economic health and vitality of Denton. Innovative cities often look beyond traditional business retention and expansion metrics to other indicators that tell a story about the overall economic health and quality of place in their city. The City-Chamber partnership may have an indirect influence over some of these broader indicators, but we believe tracking these metrics can be helpful to the work of the partnership, to other economic development stakeholders, and to the broader community. To the extent possible, we recommend considering adding some or all the following metrics to the 2019-2020 work plan. a. Educational attainment levels among residents (i.e., percentage with only a high school diploma/GED, some college but no degree, associate degrees, bachelor’s degrees, and graduate degrees) MEMORANDUM TIP STRATEGIES PAGE | 5 b. Postsecondary enrollment and completion rates among Denton ISD graduates c. Opportunity youth (ages of 16 and 24 who are neither in school nor working) d. Unemployment rate e. Poverty rate f. Median household income among residents g. Percentage of residents employed in high-wage occupations h. Access to diverse transportation options i. Percentage of residents without access to broadband internet CONCLUDING THOUGHTS In the short term, the City and Chamber can strengthen their existing partnership by aligning reporting and review requirements, creating a project-level committee focused on lead generation and support, and adding broader social and economic indicators to the agreement. With the adjustments suggested, the partnership agreement between the City and Chamber will provide solid guidance for shared economic development efforts over the next year. We anticipate the forthcoming 6-month strategic planning process will identify different goals, strategies, and metrics that could influence the partnership agreement in future years. Economic Development Program Agreement between the City of Denton and the Denton Chamber of Commerce Jessica Rogers Director of Economic Development January 7, 2020 1ID19-2917; Jan. 7, 2020 Objective •Provide an overview of the economic development program agreement between the City and the Chamber. •Seek Council consideration and approval of agreement. 2ID19-2917; Jan. 7, 2020 Background •1986: First year of an economic development partnership agreement between the City and the Chamber. •City provides funds for the administration and operations of the Chamber’s Office of Economic Development: •Personnel costs •Prospect generation activities •Marketing activities •Small Business Development Center support •Significant efforts made in FY 2017-18 and FY 2018-19 to improve agreement, clarify roles, and define responsibilities. 3ID19-2917; Jan. 7, 2020 FY 2019-20 Agreement •With new leadership at City and Chamber, both sides came together to review the existing agreement. •City and Chamber staff reviewed agreements from communities with similar arrangements for ideas, best practices, etc. •City and Chamber discussions focused on: •Resetting expectations, evaluating relationship, and developing a functional partnership with shared goals and objectives. •Increasing and improving communication between agencies in order to remove barriers to success. •Fostering a sense of trust, transparency, and openness. •Developing a shared understanding of the division of duties. 4ID19-2917; Jan. 7, 2020 FY 2019-20 Agreement •Agreement developed as 9-month work plan given: •New leadership/staff changes at City and Chamber. •City has funded a comprehensive economic development strategic plan that is scheduled to be delivered in May 2020. •Both agencies want to re-evaluate the contract and work plan following recommendations from the strategic planning process. 5ID19-2917; Jan. 7, 2020 FY 2019-20 Agreement •Includes enhanced definitions, goals, key activities, and reporting requirements. •Develops an actionable work plan through which performance can be evaluated and reviewed. •Funding request for 9-months only. •3 primary areas: Marketing, Recruitment, Private Investment 6ID19-2917; Jan. 7, 2020 FY 2019-20 Agreement •Marketing Goals •Development and promotion of Denton brand. •Alignment of marketing expenditures and targeted sectors. •Increase research and use of industry-specific technologies to communicate effectively. •Increase communication. 7ID19-2917; Jan. 7, 2020 FY 2019-20 Agreement •Recruitment Goals •Focus recruitment efforts on targeted sectors. •Generate new avenues for prospect development. 8ID19-2917; Jan. 7, 2020 FY 2019-20 Agreement •Private Investment Goal •Raise $75,000 in private funds. •Pursue private investment dollars to support and enhance the ability of the Chamber to carry out work plan. •Develop an actionable strategy to demonstrate value to investors. •Increase the percent of private funding for the Chamber’s Office of Economic Development. 9ID19-2917; Jan. 7, 2020 FY 2019-20 Agreement •City hired TIP Strategies, Inc. to complete an independent review of proposed contract. •Key findings: •Proposed agreement is improvement over previous agreements. •Addition of more targeted metrics that focus on core activities. •Metrics are better aligned with outcomes. 10ID19-2917; Jan. 7, 2020 Consideration & Recommendation Options 1. Approve agreement as presented by staff. 2. Approve agreement with additional changes. 3. Do not approve agreement. Staff recommends Council approve the agreement as presented. 11ID19-2917; Jan. 7, 2020 Questions? 12ID19-2917; Jan. 7, 2020 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2970,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 large volume mailing services;providing for the expenditure of funds therefor;and providing an effective date (RFP 7201 - awarded to Lessek Enterprises,LLC dba Impress Graphics,for one (1)year,with the option for two (2) additional one (1) year extensions, in the total three (3) year not-to-exceed amount of $660,000). City of Denton Printed on 1/3/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance CFO: Antonio Puente, Jr. DATE: January 7, 2020 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 large volume mailing services; providing for the expenditure of funds therefor; and providing an effective date (RFP 7201 – awarded to Lessek Enterprises, LLC dba Impress Graphics, for one (1) year, with the option for two (2) additional one (1) year extensions, in the total three (3) year not-to-exceed amount of $660,000). 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 but did not include mailing services. This service is common with our large volume print projects such as construction notifications, Resident Updates, and Construction Guides. RFP 7201 was issued by the City of Denton on October 22, 2019, to solicit proposals for large-volume mailing services. Large-volume mailing services would allow the City to route printed documents from our printing vendor to our mailing vendor. The printed documents would be prepared for mailing and delivered to the United States Post Office. The RFP Scope of Work requested price and process information relating to addressing, folding and sealing, envelope stuffing, and delivery. Requests for Proposals was sent to 80 prospective suppliers of this item. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. Two (2) proposals were received and evaluated based upon published criteria including delivery, compliance with specifications, probable 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: 915 - Communications and Media Related Services Notifications sent for Solicitation sent in IonWave: 80 Number of Suppliers that viewed Solicitation in IonWave: 7 HUB-Historically Underutilized Business Invitations sent out: 6 SBE-Small Business Enterprise Invitations sent out: 33 Responses from Solicitation: 2 City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com RECOMMENDATION Award a contract with Lessek Enterprises, LLC dba Impress Graphics, for mailing services, in a one (1) year, with the option for two (2) additional one (1) year extensions, in the total three (3) year not-to-exceed amount of $660,000). PRINCIPAL PLACE OF BUSINESS Lessek Enterprises, LLC dba Impress Graphics Denton, TX ESTIMATED SCHEDULE OF PROJECT This is an initial one (1) year contract with options to extend the contract for two (2) 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: 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. Line #Extended Extended 2 $0.07 $3,500.00 $0.03 $1,500.00 3 $0.02 $100.00 $0.06 $300.00 4 $0.06 $300.00 $0.02 $100.00 5 $0.00 $0.00 $0.00 $0.00 6 $150.00 $150.00 NO BID $150.00 8 $0.00 $0.00 NO BID $0.00 9 $0.65 $65,000.00 NO BID $65,000.00 $69,050.00 $67,050.00 ITEM 1 2 3 4 TOTAL: INSERTING IN ENVELOPES DELIVERY OF DOCUMENTS FOR MAILING AFTER HOURS SERVICES (IF REQUIRED) MAIL PICK UP DAILY BETWEEN 11:15 A.M. AND 12:00 P.M. FROM 7 CURRENT/LISTED SITES. ADMIN CHARGE FOR PROCESSING MAIL (CLASS SINGLE RATE, CERTIFIED, PRIORTIY, ETC) Exhibit 2 RFP 7201 - Pricing Evaluation for Large Volume Mailing LARGE VOLUME MAILING SUPPLY OF MAIL SERVICES Respondent's Business Name:Impress Graphics Metroplex Mail Principal Place of Business (City and State):Denton, TX Richardson, TX Products and Services Pricing: Description ADDRESS PRINTING FOLDING AND SEALING Products and Services Pricing:$69,050.00 $67,050.00 DESCRIPTION Delivery/Project Schedule 10%9.8 9 Compliance with specifications 20%17.8 17 Total:96.2 94.8 Indicators of Probable Performance under contract 20% 20 18.8 Price, Total Cost of Ownership 50%48.6 50 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: DC0A9433-B5E6-43B7-B158-C3EC60B0FBB6 1 RFP # 7201 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AN LESSEK ENTERPRISES, LLC dba IMPRESS GRAPHICS (RFP #7201) 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 Drive, 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 RFP 7201-Large Volume Mailing 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 7201 (Exhibit “B” on File at the Office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions (Exhibit “C”); (d) Insurance Requirements (Exhibit “D”); (e) Certificate of Interested Parties Electronic Filing (Exhibit "E"); (f) Contractor’s Proposal (Exhibit "F"); (g) Form CIQ – Conflict of Interest Questionnaire (Exhibit "G"); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as “Contract Documents.” Prohibition on Contracts with Companies Boycotting Israel Supplier acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Supplier certifies that Supplier’s signature provides written verification to the City that Supplier: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign DocuSign Envelope ID: DC0A9433-B5E6-43B7-B158-C3EC60B0FBB6 RFP # 7201 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 BY: ______________________________ AUTHORIZED SIGNATURE Printed Name:_____________________ Title:____________________________ __________________________________ PHONE NUMBER _________________________________ EMAIL ADDRESS ___________________________________ TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER CITY OF DENTON, TEXAS BY: _____________________________ TODD HILEMAN CITY MANAGER ATTEST: ROSA RIOS, CITY SECRETARY BY: _______________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: _______________________________ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT DocuSign Envelope ID: DC0A9433-B5E6-43B7-B158-C3EC60B0FBB6 " ## !""! " ##"" % ! #!# ! $ !" !$ ! $ !" RFP # 7201 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $660,000. 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 two (2) 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 yearly. The escalation/de- escalation will be based upon manufacturer published pricing sheets to the vendor. The price will be increased or decreased based upon the yearly percentage change in the manufacturer’s price list. The price adjustment will be determined yearly from the award date. Should the change exceed or decrease a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the published price change. It is the supplier or the Cities responsibility to request a price adjustment yearly in writing. If no request is made, then it will be assumed that the bid price will be in effect. The supplier must submit or make available the manufacturers pricing sheet used to calculate the bid proposal, to participate in the escalation/de-escalation clause. 4. Special Terms A setup fee of $25 per job on line two (2) on Exhibit F attached. A minimum fee of $25 per job on lines three (3) and four (4) on Exhibit F attached. DocuSign Envelope ID: DC0A9433-B5E6-43B7-B158-C3EC60B0FBB6 RFP # 7201 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. DocuSign Envelope ID: DC0A9433-B5E6-43B7-B158-C3EC60B0FBB6 RFP # 7201 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. DocuSign Envelope ID: DC0A9433-B5E6-43B7-B158-C3EC60B0FBB6 RFP # 7201 C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it’s Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor’s obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department’s Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Contractor’s name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor’s registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor’s invoice. C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. DocuSign Envelope ID: DC0A9433-B5E6-43B7-B158-C3EC60B0FBB6 RFP # 7201 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City’s receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non-conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City’s agents, employees or contractors, 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 DocuSign Envelope ID: DC0A9433-B5E6-43B7-B158-C3EC60B0FBB6 RFP # 7201 performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. 15. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor’s continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City’s right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor’s Plan. The Contractor shall not substitute DocuSign Envelope ID: DC0A9433-B5E6-43B7-B158-C3EC60B0FBB6 RFP # 7201 any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, 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. DocuSign Envelope ID: DC0A9433-B5E6-43B7-B158-C3EC60B0FBB6 RFP # 7201 21. WARRANTY – DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables, or replace the non-conforming deliverables with fully conforming deliverables, at the City’s option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City’s rights under this section. D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming 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. DocuSign Envelope ID: DC0A9433-B5E6-43B7-B158-C3EC60B0FBB6 RFP # 7201 C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City’s evaluation of and determination to accept such defective or non-conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non-conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party’s intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 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. DocuSign Envelope ID: DC0A9433-B5E6-43B7-B158-C3EC60B0FBB6 RFP # 7201 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days’ prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under 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. DocuSign Envelope ID: DC0A9433-B5E6-43B7-B158-C3EC60B0FBB6 RFP # 7201 B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR’S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage’s and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to 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 DocuSign Envelope ID: DC0A9433-B5E6-43B7-B158-C3EC60B0FBB6 RFP # 7201 Denton, Texas 76209 vii. The “other” insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage’s indicated within the Contract. 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 DocuSign Envelope ID: DC0A9433-B5E6-43B7-B158-C3EC60B0FBB6 RFP # 7201 in the Contractor’s Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City’s exercise anywhere in the world of the rights associated with the City’s’ ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor’s breach of any of Contractor’s representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co-counsel on the City’s behalf. Further, Contractor agrees that the City’s specifications regarding the deliverables shall in no way diminish Contractor’s warranties or obligations under this paragraph and the City makes no warranty that 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. DocuSign Envelope ID: DC0A9433-B5E6-43B7-B158-C3EC60B0FBB6 RFP # 7201 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City’s sole or joint ownership of any such deliverables arising by virtue of the City’s sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made-for-hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made- for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work- made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or 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 DocuSign Envelope ID: DC0A9433-B5E6-43B7-B158-C3EC60B0FBB6 RFP # 7201 for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation 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, DocuSign Envelope ID: DC0A9433-B5E6-43B7-B158-C3EC60B0FBB6 RFP # 7201 ownership, or address change for the purpose of maintaining updated City records. The president of the company or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director’s resolution approving the action, or an executed merger or acquisition agreement. Failure to do so may adversely impact future invoice payments. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the 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 DocuSign Envelope ID: DC0A9433-B5E6-43B7-B158-C3EC60B0FBB6 RFP # 7201 interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator’s fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: New Year’s Day (observed) MLK Day Memorial Day 4th of July Labor Day 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: DocuSign Envelope ID: DC0A9433-B5E6-43B7-B158-C3EC60B0FBB6 RFP # 7201 The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph – i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. DocuSign Envelope ID: DC0A9433-B5E6-43B7-B158-C3EC60B0FBB6 RFP # 7201 D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Workers’ Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or 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 DocuSign Envelope ID: DC0A9433-B5E6-43B7-B158-C3EC60B0FBB6 RFP # 7201 Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFP/Bid documents 3. City’s standard terms and conditions 4. Purchase order 5. Supplier terms and conditions DocuSign Envelope ID: DC0A9433-B5E6-43B7-B158-C3EC60B0FBB6 RFP # 7201 Exhibit D INSURANCE REQUIREMENTS AND WORKERS’ COMPENSATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: x Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better. x Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. x Liability policies shall be endorsed to provide the following: Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. DocuSign Envelope ID: DC0A9433-B5E6-43B7-B158-C3EC60B0FBB6 RFP # 7201 x Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. x Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. x Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. x Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: x Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. x Coverage B shall include personal injury. x Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: x Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. DocuSign Envelope ID: DC0A9433-B5E6-43B7-B158-C3EC60B0FBB6 RFP # 7201 x Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: x any auto, or x all owned hired and non-owned autos. [X] Workers’ Compensation Insurance Contractor shall purchase and maintain Workers’ Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers’ Compensation Commission (TWCC). [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an “occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. [ ] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. [ ] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. DocuSign Envelope ID: DC0A9433-B5E6-43B7-B158-C3EC60B0FBB6 RFP # 7201 [ ] 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. DocuSign Envelope ID: DC0A9433-B5E6-43B7-B158-C3EC60B0FBB6 RFP # 7201 ATTACHMENT 1 [X] Workers’ Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner- operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the DocuSign Envelope ID: DC0A9433-B5E6-43B7-B158-C3EC60B0FBB6 RFP # 7201 project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and DocuSign Envelope ID: DC0A9433-B5E6-43B7-B158-C3EC60B0FBB6 RFP # 7201 b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor’s failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. DocuSign Envelope ID: DC0A9433-B5E6-43B7-B158-C3EC60B0FBB6 RFP # 7201 Exhibit E Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. DocuSign Envelope ID: DC0A9433-B5E6-43B7-B158-C3EC60B0FBB6 džŚŝďŝƚ& Z&WϳϮϬϭ>ĂƌŐĞsŽůƵŵĞDĂŝůŝŶŐ^ĞƌǀŝĐĞƐ /ŵƉƌĞƐƐ 'ƌĂƉŚŝĐƐ hŶŝƚŽĨDĞĂƐƵƌĞ dŽƚĂůWƌŝĐĞ /LQH W ZW/ Ϭ͘ϬϳΨ W ZW/ Ϭ͘ϬϮΨ W ZW/ Ϭ͘ϬϲΨ W ZW/ ͲΨ W Z,KhZ ϭϱϬ͘ϬϬΨ W ZW/ ͲΨ W ZW/ Ϭ͘ϲϱΨ 'HVFULSWLRQ >Z' sK>hD D/>/E' Z ^^WZ/Ed/E' ;d,/^,Z' K ^EKd/E>h WK^d>Zd ^͘Ϳ &K>/E'E^ >/E' /E^ Zd/E'/E Es >KW ^ >/s ZzK&KhD Ed^&KZD/>/E' &d Z,KhZ^^ Zs/ ^;/&Z Yh/Z Ϳ ^hWW>zK&D/>^ Zs/ ^ D/>W/<hW/>z dt Eϭϭ͗ϭϱ͘D͘EϭϮ͗ϬϬW͘D͘&ZKDϳhZZ Edͬ>/^d ^/d ^͘ DocuSign Envelope ID: DC0A9433-B5E6-43B7-B158-C3EC60B0FBB6 Exhibit CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date DocuSign Envelope ID: DC0A9433-B5E6-43B7-B158-C3EC60B0FBB6 Certificate Of Completion Envelope Id: DC0A9433B5E643B7B158C3EC60B0FBB6 Status: Sent Subject: Please DocuSign: City Council Contract 7201 Source Envelope: Document Pages: 33 Signatures: 4 Envelope Originator: Certificate Pages: 6 Initials: 1 Crystal Westbrook AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 crystal.westbrook@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: Original 12/2/2019 11:51:21 AM Holder: Crystal Westbrook crystal.westbrook@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Crystal Westbrook crystal.westbrook@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 129.120.6.150 Sent: 12/2/2019 3:47:14 PM Viewed: 12/2/2019 3:47:49 PM Signed: 12/2/2019 3:49:02 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 12/2/2019 3:49:04 PM Viewed: 12/2/2019 4:26:13 PM Signed: 12/2/2019 4:27:40 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Mack Reinwand mack.reinwand@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 12/2/2019 4:27:43 PM Viewed: 12/2/2019 5:01:29 PM Signed: 12/2/2019 5:02:20 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Scott Kessel scott@impress-graphics.com Owner Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 24.240.255.10 Sent: 12/2/2019 5:02:23 PM Viewed: 12/2/2019 5:10:32 PM Signed: 12/2/2019 5:18:37 PM Electronic Record and Signature Disclosure: Accepted: 10/5/2017 11:20:43 AM ID: 9d752b6e-d57d-4e69-897c-4df8df360a06 Signer Events Signature Timestamp Sarah Kuechler sarah.kuechler@cityofdenton.com Director of Public Affairs/IGR Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 12/2/2019 5:18:40 PM Viewed: 12/2/2019 5:19:48 PM Signed: 12/2/2019 5:20:53 PM Electronic Record and Signature Disclosure: Accepted: 12/2/2019 5:19:48 PM ID: 2b18c3f5-7914-4794-a475-2fd07094a420 Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 12/2/2019 5:20:57 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman Todd.Hileman@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/25/2017 11:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Ierson Signer Events Signature Timestamp Editor DeliverI Events Status Timestamp Igent DeliverI Events Status Timestamp IntermediarI DeliverI Events Status Timestamp Certified DeliverI Events Status Timestamp CarIon CopI Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 12/2/2019 3:49:04 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sherri Thurman sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 12/2/2019 5:20:57 PM CarIon CopI 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 Iitness Events Signature Timestamp IotarI Events Signature Timestamp Envelope SummarI Events Status Timestamps Envelope Sent Hashed/Encrypted 12/2/2019 5:20:57 PM IaIment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2980,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 $2,000,000). City of Denton Printed on 1/3/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance CFO: Antonio Puente, Jr. DATE: January 7, 2020 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 $2,000,000). 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: Respondent Location Response Total Impress Graphics Denton $404,005 University of North Texas Printing Denton $477,484 Reprographics (currently used) Denton $696,538 Ricoh USA Dallas $801,990 City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com Estimated annual print service costs based on historical print volumes are as follows: Year Estimated Cost Year 1 $500,000 Year 2 $500,000 Year 3 $500,000 Year 4 $500,000 TOTAL $2,000,000 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 meet specifications: 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 $2,000,000. PRINCIPAL PLACE OF BUSINESS Lessek Enterprises, LLC dba Impress Graphics Denton, TX 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. 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 $7,155.001.2 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 $35,568.501.5 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 $178,095.001.7 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 $14,188.601.10 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 $0.22 $8,173.00 $0.96 $35,664.00 1.12 Business Cards, color 4/0, 110 lb cardstock, simplex 129,000 EA $0.04 $5,160.00 $0.05 $6,450.00 $0.12 $15,480.001.13 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 $7,410.00 $2.25 $17,550.001.17 "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 4/4 tabs per book Finishing: 33mm GBC coil binding, full bleed front cover, duplex color tabs"30 EA $48.46 $1,453.80 $103.63 $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: Frpnt/Back 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 $13.10 $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 $1,628.101.29 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 $0.25 $5,500.00 $1.10 $24,200.00 1.31 Folding 38,785 EA $0.04 $1,551.40 $0.05 $1,939.25 $0.04 $1,551.401.32 Cost to run delivery to/from Denton City Hall once per work day 1 EA $16.50 $16.50 $16.50 $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 $67.001.35 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 $20,650.002.1 "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-lb paper FULL COLOR 4/4, Full bleed"55,000 EA $0.07 $3,850.00 $0.05 $2,750.00 $0.07 $3,850.003Part C 1 EA $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 $64,812.803.3 Labor Cost for Print Technician 2,080 EA $29.44 $61,235.20 $29.44 $61,235.20 $29.44 $61,235.20 BAFO Total Price $404,004.91 Total Price $477,483.48 BAFO Total Price $801,989.84 1 2 3 4 Total Price: Contract Price (4 years):$2,000,000.00 Delivery/Project Schedule 20% Exhibit 2 RFP 6977 - Pricing Evaluation for Printing Services Denton, TX Dallas, TX Denton, TX Impress Graphics (Lessek Enterprises LLC) - BAFO Response UNT Printing & Distribution Solutions - BAFO Response Ricoh USA - No BAFO Response Ricoh USA 19 30 8 40 16 Total:97 5252 UNT Printing & Distribution Solutions 18 25 7 2 Impress Graphics (Lessek Enterprises LLC) 24 9 3 Compliance with specifications, quality, reliability, characteristics to meet stated or implied needs 30% Indicators of Probable Performance under contract 10% Price, Total Cost of Ownership 40% 6977 Addendum 1 - Page 1 Print Services RFP Ryan Adams January 7, 2019 Presentation Summary •Background •RFP Results •Recommendation •Timeline 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 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% •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 FY 14-15 FY 15-16 FY 16-17 FY 17-18 FY 18-19 Reprographics Sale of Documents Revenue $260,528 $263,108 $245,837 $223,927 $213,412 Outside Vendor Sale of Documents (less Utility Bills)$74,140 $64,016 $162,683 $252,326 $318,534 Total (less Utility Bills)$334,667 $327,125 $408,520 $476,253 $531,946 Reprographics % of Total 78%80%60%47%40% 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: Responding Supplier City Response Total Impress Graphics Denton $404,005 UNT Printing Denton $477,484 Reprographics (Currently Used)Denton $696,538 Ricoh USA 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 Staff Recommendation and Timeline •Proceed with contract with Impress for Print Services as lowest-cost, qualified vendor •Annual amount of $500,000 •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 •Estimated to be transitioned by Jan. 21, 2020 •Dec. 3 –contract considered by Council •Jan. 21 –full implementation of contract (estimated) •Jan. 31 –last day for Repro operations •March 31 –All assets in Reprographics properly disposed Large Volume Mailing Services •Print RFP did not include mailing services; additional RFP issued •Contract for mailing of large volume print jobs •Example: Construction notifications •Includes preparing print materials for mail and delivery to USPS •Allows for seamless transition from print to mail Recommendation: Contract with Impress for Large-Volume Mailing Services Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: FD6D9EED-04C4-40C2-B8CC-372DBD0B7924 Printing Services Suzzen Stroman 6977RFP Yes Contract # 6977 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. DocuSign Envelope ID: FD6D9EED-04C4-40C2-B8CC-372DBD0B7924 Contract # 6977 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 BY: ______________________________ AUTHORIZED SIGNATURE Printed Name:_____________________ Title:____________________________ __________________________________ PHONE NUMBER _________________________________ EMAIL ADDRESS ___________________________________ TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER CITY OF DENTON, TEXAS BY: _____________________________ TODD HILEMAN CITY MANAGER ATTEST: ROSA RIOS, CITY SECRETARY BY: _______________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: _______________________________ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT DocuSign Envelope ID: FD6D9EED-04C4-40C2-B8CC-372DBD0B7924 Scott Kessel 940-442-6612 scott@impress-graphics.com Owner Sarah Kuechler Public Affairs Director of Public Affairs/IGR Contract # 6977 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $2,000,000. 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. DocuSign Envelope ID: FD6D9EED-04C4-40C2-B8CC-372DBD0B7924 Contract # 6977 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. DocuSign Envelope ID: FD6D9EED-04C4-40C2-B8CC-372DBD0B7924 Contract # 6977 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, DocuSign Envelope ID: FD6D9EED-04C4-40C2-B8CC-372DBD0B7924 Contract # 6977 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 DocuSign Envelope ID: FD6D9EED-04C4-40C2-B8CC-372DBD0B7924 Contract # 6977 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. DocuSign Envelope ID: FD6D9EED-04C4-40C2-B8CC-372DBD0B7924 Contract # 6977 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 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor’s Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan DocuSign Envelope ID: FD6D9EED-04C4-40C2-B8CC-372DBD0B7924 Contract # 6977 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 DocuSign Envelope ID: FD6D9EED-04C4-40C2-B8CC-372DBD0B7924 Contract # 6977 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 DocuSign Envelope ID: FD6D9EED-04C4-40C2-B8CC-372DBD0B7924 Contract # 6977 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 DocuSign Envelope ID: FD6D9EED-04C4-40C2-B8CC-372DBD0B7924 Contract # 6977 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 DocuSign Envelope ID: FD6D9EED-04C4-40C2-B8CC-372DBD0B7924 Contract # 6977 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 DocuSign Envelope ID: FD6D9EED-04C4-40C2-B8CC-372DBD0B7924 Contract # 6977 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 DocuSign Envelope ID: FD6D9EED-04C4-40C2-B8CC-372DBD0B7924 Contract # 6977 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, DocuSign Envelope ID: FD6D9EED-04C4-40C2-B8CC-372DBD0B7924 Contract # 6977 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 DocuSign Envelope ID: FD6D9EED-04C4-40C2-B8CC-372DBD0B7924 Contract # 6977 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. DocuSign Envelope ID: FD6D9EED-04C4-40C2-B8CC-372DBD0B7924 Contract # 6977 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. DocuSign Envelope ID: FD6D9EED-04C4-40C2-B8CC-372DBD0B7924 Contract # 6977 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. DocuSign Envelope ID: FD6D9EED-04C4-40C2-B8CC-372DBD0B7924 Contract # 6977 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. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or DocuSign Envelope ID: FD6D9EED-04C4-40C2-B8CC-372DBD0B7924 Contract # 6977 supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Workers’ Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or 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 DocuSign Envelope ID: FD6D9EED-04C4-40C2-B8CC-372DBD0B7924 Contract # 6977 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 DocuSign Envelope ID: FD6D9EED-04C4-40C2-B8CC-372DBD0B7924 Contract # 6977 Exhibit D INSURANCE REQUIREMENTS AND WORKERS’ COMPENSATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better. Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. DocuSign Envelope ID: FD6D9EED-04C4-40C2-B8CC-372DBD0B7924 Contract # 6977 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. DocuSign Envelope ID: FD6D9EED-04C4-40C2-B8CC-372DBD0B7924 Contract # 6977 [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. DocuSign Envelope ID: FD6D9EED-04C4-40C2-B8CC-372DBD0B7924 Contract # 6977 [ ] 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. DocuSign Envelope ID: FD6D9EED-04C4-40C2-B8CC-372DBD0B7924 Contract # 6977 ATTACHMENT 1 [X] Workers’ Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner- operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the DocuSign Envelope ID: FD6D9EED-04C4-40C2-B8CC-372DBD0B7924 Contract # 6977 project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and DocuSign Envelope ID: FD6D9EED-04C4-40C2-B8CC-372DBD0B7924 Contract # 6977 b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor’s failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. DocuSign Envelope ID: FD6D9EED-04C4-40C2-B8CC-372DBD0B7924 Contract # 6977 Exhibit E Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. DocuSign Envelope ID: FD6D9EED-04C4-40C2-B8CC-372DBD0B7924 RFP 6977 ‐ Printing Services Price List and Best and Final Offer BAFO Total Price$252,237.91Line #DescriptionQTY UOMUnit Extended1Part A$478.79$252,237.911.1Black & White 8.5” x 11”, 24 lb bond, simplex71550 EA $0.08 $5,724.001.2Black & White 8.5” x 11”, 24 lb bond, duplex286200 EA $0.13 $37,206.001.3Black & White 11” x 17”, 24 lb bond, simplex30650 EA $0.13 $3,984.501.4Black & White 11" x 17”, 24 lb bond, duplex122650 EA $0.18 $22,077.001.5Color 8.5” x 11”, 24 lb bond, simplex47900 EA $0.20 $9,580.001.6Color 8.5” x 11”, 24 lb bond, duplex191500 EA $0.30 $57,450.001.7Color 11” x 17”, 24 lb bond, simplex20500 EA $0.25 $5,125.001.8Color 11” x 17”, 24 lb bond, duplex82000 EA $0.35 $28,700.001.9Brochures, 24 lb bond, 80 lb Gloss‐coated text, duplex, tri‐fold, full bleed23260 EA $0.35 $8,141.001.10Envelopes, 10 lb plain/window, black and white with color logo27100 EA $0.30 $8,130.001.11Forms/Carbonless, 2‐3 part37150 EA $0.30 $11,145.001.12Business Cards, color 4/0, 110 lb cardstock, simplex129000 EA $0.04 $5,160.001.13Posters, 11" x 17" ‐ 12" x 18", 110 lb cardstock550 EA $0.75 $412.501.14Posters, 24" x 36" and larger, 110 lb Color2300 EA $5.00 $11,500.001.15"Denton Connection Newsletter ‐ Color 4/4, duplex Paper size: 7.5"" x 14"" Paper type: 24 lb text Finishing: double‐fold"1800 EA No Award No Award1.16"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"7800 EA $1.25 $9,750.001.17"Library Newsletter ‐ 8 pages black & white 1/1, duplex Paper size: 11"" x 17"" Paper type: 24 lb Astrobright Finishing: saddlestitch"18000 EA $0.65 $11,700.001.18"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 $3,772.001.19"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 $570.001.20"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 4/4 tabs per book Finishing: 33mm GBC coil binding, full bleed front cover, duplex color tabs"30 EA $48.46 $1,453.80Impress Graphics (Lessek Enterprises LLC)6977 Addendum 1 ‐ Page 1DocuSign Envelope ID: FD6D9EED-04C4-40C2-B8CC-372DBD0B7924Exhibit F Line #DescriptionQTY UOMUnit Extended1.21"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 $1,282.951.22"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: Frpnt/Back Cover ‐ 110 lb cover; inside ‐ 80 lb gloss text Finishing: 14mm GBC coil binding/side punch, bleed throughout "40 EA $4.24 $169.601.23"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 $1,334.401.24"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 No BID No BID1.25"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 $462.801.26"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 $349.201.27"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 $252.601.28Three‐hole punch10854 EA $0.04 $434.161.29Coil Binding3264 EA $1.25 $4,080.001.30Saddlestich22000 EA $0.02 $440.001.31Folding38785 EA $0.04 $1,551.401.32Cost to run delivery to/from Denton City Hall once per work day1 EA No BID No BID1.33Cost to run delivery to other City facilities (all located within Denton City limits)1 EA No BID No BID1.34Cost for variable data service pricing1 EA $75.00 $75.001.35Cost for design or alterations1 EA $75.00 $75.001.36Same day print date/variable job type1 EA $150.00 $150.006977 Addendum 1 ‐ Page 2DocuSign Envelope ID: FD6D9EED-04C4-40C2-B8CC-372DBD0B7924 Line #DescriptionQTY UOMUnit Extended2Part BNo AwardNo Award2.1"Water Quality Report ‐ Color 4/2; 17” x 14” Gloss text no less than 20# Fold in half, then double fold; Tabbed for mailing. "48000 EA No Award No Award2.2"Utility Rate Brochure ‐ 8.5”x11” white, 24‐lb paper FULL COLOR 4/4, Full bleed"55000 EA No Award No Award3Part CNo BIDNo BID3.1Full‐Service Management, Labor, and Operation of City's In‐House print shop and equipment12 EA No BID No BID3.2Labor Cost for working Foreman/Supervisor for printing2080 EA No BID No BID3.3Labor Cost for Print Technician2080 EA No BID No BID6977 Addendum 1 ‐ Page 3DocuSign Envelope ID: FD6D9EED-04C4-40C2-B8CC-372DBD0B7924 Exhibit CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date DocuSign Envelope ID: FD6D9EED-04C4-40C2-B8CC-372DBD0B7924 G LESSEK ENTERPRISES, LLC. dba IMPRESS GRAPHICS X X 12/21/2019 none X none X Certificate Of Completion Envelope Id: FD6D9EED04C440C2B8CC372DBD0B7924 Status: Sent Subject: Please DocuSign: City Council Contract 6977 Printing Services Source Envelope: Document Pages: 35 Signatures: 4 Envelope Originator: Certificate Pages: 6 Initials: 1 Suzzen Stroman AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 suzzen.stroman@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: Original 12/20/2019 4:20:07 PM Holder: Suzzen Stroman suzzen.stroman@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Suzzen Stroman suzzen.stroman@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 129.120.6.150 Sent: 12/20/2019 4:27:34 PM Viewed: 12/20/2019 4:27:41 PM Signed: 12/20/2019 4:28:04 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 12/20/2019 4:28:07 PM Viewed: 12/20/2019 4:29:15 PM Signed: 12/20/2019 4:30:54 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Mack Reinwand mack.reinwand@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 12/20/2019 4:30:56 PM Viewed: 12/20/2019 4:33:27 PM Signed: 12/20/2019 4:34:34 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Scott Kessel scott@impress-graphics.com Owner Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 108.77.4.47 Sent: 12/20/2019 4:34:36 PM Resent: 12/20/2019 4:37:59 PM Resent: 12/20/2019 4:51:13 PM Viewed: 12/21/2019 10:45:02 AM Signed: 12/21/2019 10:48:32 AM Electronic Record and Signature Disclosure: Accepted: 10/5/2017 11:20:43 AM ID: 9d752b6e-d57d-4e69-897c-4df8df360a06 Signer Events Signature Timestamp Sarah Kuechler Sarah.Kuechler@cityofdenton.com Director of Public Affairs/IGR Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 207.119.44.142 Sent: 12/21/2019 10:48:35 AM Viewed: 12/23/2019 8:12:08 AM Signed: 12/23/2019 8:16:42 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 12/23/2019 8:16:45 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman Todd.Hileman@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/25/2017 11:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 12/20/2019 4:28:07 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sherri Thurman sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 12/23/2019 8:16:45 AM Electronic Record and Signature Disclosure: Carbon Copy 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 Ryan Adams Ryan.Adams@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Rachel Wood Rachel.Wood@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 12/23/2019 8:16:45 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of 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Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2618,Version:1 AGENDA CAPTION Consider nominations/appointments to the City’s Boards,Commissions,and Committees:Health &Building Standards Commission. City of Denton Printed on 1/3/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office ACM: Sara Hensley DATE: January 7, 2020 SUBJECT Consider nominations/appointments to the City’s Boards, Commissions, and Committees: Health & Building Standards Commission. BACKGROUND On June 16, 2019, the 2019 Boards & Commissions Screening & Appointment Process was presented and discussed with the City Council. This item is the first step in appointing members for 2019 under the new process. Exhibit 2 includes those seats for the above-noted Boards, Commissions, and Committees for whom nominations have been received, nominees fully vetted and found to meet all necessary qualifications to serve on the respective board/commission/committee. As previously discussed, only those nominees who have been fully vetted and qualified will be presented for appointment. This is not a complete listing of nominees received to date as the vetting is still in progress for some or (re)nominations have not been received. EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Nominations Sheet Respectfully submitted: Rosa Rios City Secretary City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com BOARD/COMMITTEE/COMMISSION COUNCIL PLACE NOMINATING CCM MEMBER FIRST NAME MEMBER LAST NAME PRESENT TERM NEW TERM STATUS & QUALIFICATION OR PREFERENCE, IF ANY Health & Building Standards Commission 1 Hudspeth Michael Sweigart HOLDOVER 2019-2021 September 1, 2019 through August 31, 2021 Reappointment (Qualif.: 4/Realtor) BOARDS & COMMISSIONS - NOMINATIONS LIST JANUARY 7, 2020 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:S19-0012c,Version:1 AGENDA CAPTION Hold a public hearing and consider adoption of an ordinance of the City of Denton,Texas,approving a Specific Use Permit to allow for a multi-family development on an approximately 15.34-acre site,generally located on the northwest corner of Duchess Drive and Loop 288,in the City of Denton,Denton County,Texas;providing for a penalty in the maximum amount of $2,000.00 for violations thereof;providing for severability;and establishing an effective date.The Planning and Zoning Commission recommended denial (4-3).THIS ITEM HAS BEEN POSTPONED TO THE FEBRUARY 4,2020 CITY COUNCIL MEETING PER THE APPLICANT’S REQUEST. (S19-0012c, Denton Grove Apartments, Julie Wyatt) City of Denton Printed on 1/3/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services CM: Todd Hileman DATE: January 7, 2020 SUBJECT Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, approving a Specific Use Permit to allow for a multi-family development on an approximately 15.34-acre site, generally located on the northwest corner of Duchess Drive and Loop 288, in the City of Denton, Denton County, Texas; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing for severability; and establishing an effective date. The Planning and Zoning Commission recommended denial (4-3). THIS ITEM HAS BEEN POSTPONED TO THE FEBRUARY 4, 2020 CITY COUNCIL MEETING PER THE APPLICANT’S REQUEST. (S19-0012c, Denton Grove Apartments, Julie Wyatt) BACKGROUND The request is for a Specific Use Permit (SUP) to allow multi-family dwellings on approximately 15.34 acres of land zoned Community Mixed Use General (CM-G) District. The request was received on June 14, 2019, after the adoption of the 2019 Denton Development Code (DDC) and prior to the 2019 DDC’s effective date. The applicant was provided with the option to choose either of the 2002 or 2019 DDCs, both of which require a Specific Use Permit for multi-family residential dwellings. This application was submitted and reviewed under the 2002 DDC, per the applicant’s request. The proposed multi-family development would include a total of 276 dwelling units, twelve, three-story buildings, 568 parking spaces, bicycle parking, two access points, and controlled access gates. Amenities include a community pool, playgrounds, picnic areas and a dog park. A Site Plan, Landscape Plan, and building elevation are provided in Exhibits 6, 7, and 8, respectively. The applicant requested in writing to postpone the item until February 4, 2020. PLANNING AND ZONING COMMISSION On December 11, 2019, the Planning and Zoning Commission held a public hearing for the proposed SUP. At the public hearing, staff presented a land-use analysis of the request with a recommendation of approval with conditions. One nearby property owner spoke in opposition with concerns regarding the agglomeration of low-income housing on the east side of the City and his preference for commercial development adjacent to the Loop 288 and Duchess Drive corridors. Additionally, he expressed concerns regarding walkability, student generation, and traffic. The applicant presented the proposal with an access alternative (additional exit-only to McKinney Street), changes to the perimeter fencing materials (substituting the proposed wood with wrought-iron style aluminum), and an offer to meet the 2019 street tree requirements. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com At the close of the public hearing, a motion was made and seconded to recommend approval of the request with staff conditions plus 17 additional street trees. That motion failed (3-4). A second motion was made and seconded to recommend denial. The motion carried (4-3). PRIOR ACTION/REVIEW (Council, Boards, Commissions) Date Council, Board, Commission Request Action August 27, 2019 City Council Resolution No. 19-1693* Approval November 20, 2019 Planning and Zoning Commission Specific Use Permit for Multi-family Dwelling use No action – The request was removed from the agenda and was noticed for the December 11, 2019 Planning and Zoning Meeting. December 11, 2019 Planning and Zoning Commission Specific Use Permit for Multi-family Dwelling use Recommended denial (4-3) * The resolution provides “no objection” to the developer’s application for affordable and market rate rental housing to facilitate the possible award of Housing Tax Credits. This approval does not negate the required approvals associated with the Specific Use Permit and other development applications. Respectfully submitted: Richard Cannone, AICP Deputy Director/Planning Director Prepared by: Julie Wyatt Senior Planner City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:DCA19-0023a,Version:1 AGENDA CAPTION Hold a public hearing and consider adoption of an ordinance of the City of Denton amending the Denton Development Code Subchapter 5,“Use Regulations,”related to Table of Allowed Uses and use-specific standards for Administrative,Professional,and Government Office and Medical Office uses in the Residential 7 (R7)District;providing for a penalty in the maximum amount of $2,000.00 for violations thereof;providing a severability clause and an effective date.The Planning and Zoning Commission recommended approval of the proposal (7-0). (DCA19-0023a, Offices in R7, Julie Wyatt) City of Denton Printed on 1/3/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services CM: Todd Hileman DATE: January 7, 2020 SUBJECT Hold a public hearing and consider adoption of an ordinance of the City of Denton amending the Denton Development Code Subchapter 5, “Use Regulations,” related to Table of Allowed Uses and use-specific standards for Administrative, Professional, and Government Office and Medical Office uses in the Residential 7 (R7) District; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing a severability clause and an effective date. The Planning and Zoning Commission recommended approval of the proposal (7-0). (DCA19-0023a, Office Standards, Julie Wyatt) BACKGROUND This is a staff-initiated code amendment to revise the Table 5.2-A: Table of Allowed Uses to permit Administrative, Professional, and Government Office and Medical Offices in Residential 7 (R7) District with revised use-specific standards in Sections 5.3.5K and Section 5.3.4H to ensure compatibility with surrounding property. Late in the development of the 2019 Denton Development Code (DDC), a new zoning district, R7, was introduced to provide a mixed-density district that permitted limited small-scale commercial uses. The intent was to bridge the gap between purely residential districts and mixed-use districts in targeted infill areas and transitional contexts. The R7 District allows development scale to increase, but in a manner harmonious with nearby neighborhoods. The Transition Table adopted with the 2019 DDC outlined which 2002 zoning districts converted to R7 District, focusing on those districts which most closely aligned with the purpose of the R7 District. They included DR-1, NRMU-12, and MF-1 (MF-1 was a hold-over from the 1969 Development Code and only affected four properties). The transition was not a perfect match, but rather an approximation of the appropriate uses and development scale typically found in the areas previously zoned DR-1, NRMU-12, and MF-1 Districts. Due to the approximation of uses, some areas of concern emerged with the implementation of the 2019 DDC, including Administrative, Professional, and Government Office and Medical Office uses. These were permitted with a limitation on size in NRMU-12 but are now permitted with a Specific Use Permit (SUP) or prohibited in R7 District. The Denton Development Code provides the following definitions for these uses: Administrative, Professional, and Government Office: A building in which services are provided and/or business is conducted including administrative, professional, governmental, or clerical operations. Typical examples include real estate, insurance, property management, investment, financial, employment, travel, advertising, law, architecture, design, engineering, accounting, call City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com centers, and similar offices. This use includes accessory uses such as restaurants, coffee shops, health facilities, parking, limited retail sales, or other amenities primarily for the use of employees in the firm or building. Medical Office: An establishment where patients receive consultation, diagnosis, therapeutic, preventative, or corrective personal treatment by doctors, dentists, or similar practitioners of medical and healing arts for humans, medical or dental laboratories. These facilities can be differentiated from a medical clinic in that such facilities primarily operate on an appointment basis, are generally not open to the general walk-in public, and offer specialized services or attention. This definition includes dentist’s office and doctor’s office. A comparison of the existing and prior regulations related to Administrative, Professional, and Government Office and Medical Offices is provided in the table below: Use Prior Regulations in NRMU-12 (35.5.2) Prior Regulations in DR-1 (35.5.3) Current Regulations in R7 Administrative, Professional, & Government Offices Permitted; No more than 10,000 square feet of gross floor area. Not Permitted Permitted with a Specific Use Permit; No more than 10,000 square feet of gross floor area. Medical Office Permitted; No more than 10,000 square feet of gross floor area. Not Permitted Not Permitted The following issues have resulted from the implementation of the 2019 DDC: • Existing, legal Medical Offices in R7 District have become nonconforming. Nonconforming uses may not structurally alter any buildings or expand into additional structures. If more than 50% of the gross floor area of a structure containing a nonconforming use is damaged or destroyed by natural causes, the nonconforming use may not be rebuilt. • Existing, legal Administrative, Professional, and Government Offices which do not have an approved SUP in an R7 District are not considered nonconforming (per DDC 1.5.3C), but due to the new SUP requirement, redevelopment of a site would require additional approvals not required before 2019. • Based upon staff’s land-use analysis, this issue affects up to 54 parcels/uses within the City. It was not Staff’s intent with the 2019 DDC to make these uses non-conforming or limit the ability to modernize their facilities, and the following text amendment is intended to rectify this issue and allow these uses to continue and redevelop in these areas with reasonable limitations. Table 5.2-A Section 5.3 Use-Specific Standards Use R7 District Administrative, Professional, and Government Office P+ Section 5.3.5K revise the following language: R3, R4, R6, and R7 Zoning Districts Administrative, professional, and government office uses shall not exceed 10,000 square feet per lot. Add the following language: R7 Zoning District Uses greater than 10,000 square feet require a specific use permit pursuant to Subsection 2.5.2: Specific Use Permit (SUP) Medical Office P+ Section 5.3.4H add the following language: R7 Zoning District Uses greater than 10,000 square feet require a specific use permit pursuant to Subsection 2.5.2: Specific Use Permit (SUP) The proposed change is part of the further refinement of the 2019 DDC. Updating Denton’s zoning districts, use tables, and design standards was an extensive and complex undertaking. Due to the scale and complexity related to updating Denton’s development regulations, it was understood that some provisions would require adjustment based upon application of the new rules. In this instance, the amendment would permit small-scale Medical and Professional Offices in R7 along arterials, but larger buildings would still require an SUP. These proposed changes will assist with current non-conforming developments and would allow the limited development of low-impact uses in R7 District with targeted oversight to ensure compatibility with surrounding neighborhoods. Further analysis of the proposed text amendment can be found in Exhibit 2, and a redline of the specific amendments to the text is provided in Exhibit 3. PLANNING AND ZONING COMMISSION On December 11, 2019, the Planning and Zoning Commission held a public hearing for the proposed DDC text amendment. At the public hearing, staff presented an analysis of the request with a recommendation of approval. One member of the public who has been impacted by the changes in the 2019 DDC spoke in support of the proposal during the public hearing. Staff’s original proposal allowed for Administrative, Professional, and Government Office and Medical Office uses over 10,000 square feet and located on an arterial roadway to be permitted without an SUP. During the public hearing and subsequent discussion, the Planning and Zoning Commission expressed concerns that the intensity of uses may become too great for some roadways defined on the Mobility Plan but not yet expanded and requested that an SUP be a requirement for all office uses over 10,000 square feet. The Planning and Zoning Commission recommended approval of the request [7-0]. OPTIONS 1. Approve 2. Approve subject to conditions 3. Deny 4. Postpone item RECOMMENDATION Staff recommends approval of this request as it meets the established requirements. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Date Council, Board, Commission Request Action October 1, 2019 City Council Transition from 2002 zoning map and text to 2019 zoning map and text Approval December 11, 2019 Planning and Zoning Commission Proposed DDC text amendment (DCA19- 0023) Recommend Approval PUBLIC OUTREACH: A notice was published in the Denton Record Chronicle on December 21, 2019. A notice was published on the City’s website on December 21, 2019. DEVELOPER ENGAGEMENT DISCLOSURES No developer contact disclosures have been provided to staff from members of this body as of the issuance of this report. EXHIBITS 1. Agenda Information Sheet 2. Staff Analysis 3. Redline of proposed text amendments 4. Presentation 5. Draft Planning and Zoning Commission December 11, 2019 minutes 6. Draft Ordinance Respectfully submitted: Richard Cannone, AICP Deputy Director/Planning Director Prepared by: Julie Wyatt Senior Planner Staff Analysis DCA19-0023/Offices in R7 REQUEST: Revisions to Subchapter 5 Use Regulations related to the Table of Allowed Uses and Use Regulations related to use-specific standards for Administrative, Professional, and Government Office and Medical Office uses in the Residential 7 (R7) District. RECOMMENDATION Staff recommends approval of this request as it meets the established requirements. CONSIDERATIONS: Section 2.7.4D of the DDC states that an application for a DDC text amendment may be approved upon consideration of the following criteria as to whether and to what extent the proposed amendment: 1. Is consistent with the Comprehensive Plan, other adopted plans, and other city policies; The R7 District was created as a transitional district—not quite single-use residential, not quite mixed-use. Permitted residential uses (with additional use-specific standards) include single-family detached dwellings, townhomes, duplexes, triplexes, and fourplexes. Commercial uses are more limited, with day cares permitted by right, and banks, offices, small retail, and laundries permitted only with a Specific Use Permit (SUP) and use- specific standards. The intent is to provide a mix of residential and low-impact commercial uses within proximity to neighborhoods, thus increasing walkability while maintaining harmony in use and scale. Within Denton Plan 2030, all residential and mixed-use future land use designations emphasize walkability and compatibility in their Development Criteria. R7 District is a distinctive district in that it could fit under many of the future land use designations where residential uses still predominate, but the context is changing to a commercial or mixed- use area. While the R7 District limitation on commercial development is meant to ensure compatibility with surrounding neighborhoods, the restrictions on professional and medical offices reduce the ability to locate low-impact uses near residential areas. Administrative, Professional, and Government Office and Medical Office uses are common in areas surrounding neighborhoods as these facilities provide supporting services and employment for Denton’s residents. The proposed code amendment would broaden the permitted uses in R7 District to allow for more vibrant development, but maintain the constraints to ensure compatibility: • Restore Medical Offices to areas zoned R7, but with limitations to ensure compatibility and minimize negative impacts. Medical offices include primary care doctors, dentists, and pediatricians. They are professional in nature, and generally create few impacts. • Revise the use-specific standards for Administrative, Professional, and Government Office and Medical Office by limiting the size of facilities that are permitted by right and requiring a Specific Use Permit (SUP) for any facility greater than 10,000 square feet. Requiring approval of an SUP for any use over 10,000 square feet will ensure additional scrutiny for more intense development. 2. Does not conflict with other provisions of this DDC or other provisions in the Municipal Code of Ordinances; The proposed modification to the use table and use-specific standards for Medical Offices and Administrative, Professional, and Government Offices within the R7 District does not conflict with any other provisions of the DDC or Municipal Code of Ordinances. The proposed changes would allow appropriate development but with limitations designed to preserve existing neighborhood character. 3. Is necessary to address a demonstrated community need; The transition from the 2002 DDC to the 2019 DDC has caused existing Medical Offices in the NRMU-12 District to become non-conforming, creating uncertainty for their future and reducing the ability to improve their buildings. Owners of existing, legal Administrative and Professional Offices, while not non-conforming, now must obtain approval of an SUP to redevelop with a modern facility, creating an additional regulatory burden for uses that previously operated legally. It was not Staff’s intent with the 2019 DDC to make these uses non-conforming, and the text amendment is intended to rectify this issue and allow these uses to continue and redevelop in these areas with reasonable limitations. 4. Is necessary to respond to a substantial change in conditions and/or policy; and Under the 2002 DDC, DR-1 was primarily a moderate-density residential district, while NRMU-12 permitted a variety of residential, commercial, and institutional uses. Permitted commercial uses in NRMU-12 District were generally limited to professional and medical offices under 10,000 square feet and neighborhood-serving retail under 5,000 square feet. The purpose was to allow for small-scale uses which support the day-to-day functioning of neighborhoods within walking distance from residential areas. Landscaping, buffers, and adequate parking were required in order to reduce potential impacts and increase compatibility. Original drafts of the 2019 DDC removed DR-1 and NRMU-12 in favor of a more inclusive MN District which permitted a large variety of higher density residential and commercial uses. However, as the 2019 DDC came together, it became apparent that the menu of zoning districts needed a bridge between residential districts and mixed-use districts to ensure compatibility. R7 District was a result. This late-inclusion of R7 has created some issues with implementation. Generally, the implementation for residential uses in R7 District has been straightforward; however, commercial uses, and in particular offices and medical offices, have encountered more complexity with the new use and development regulations. The SUP requirement for offices and the prohibition of medical offices has created nonconformities for some property and business owners. While their existing businesses were permitted legally in NRMU-12, they now cannot expand their businesses or rebuild more modern facilities without complying with the nonconforming regulations outlined in Section 1.5 of the 2019 DDC. 5. Is consistent with the general purposed and intent of this DDC. The proposed amendments to Subchapter 5 are consistent with the purpose and intent of the DDC, which includes encouraging appropriate uses of land, promoting the general welfare of the City’s inhabitants, and implementing the goals and visions of the comprehensive plan. STAFF RECOMMENDATION: Staff recommends approval of this request as it meets the established requirements. Subchapter 5: Use Regulations 5.2 Table of Allowed Uses 5.2.3 Table of Allowed Uses Denton, Texas – Denton Development Code 197 Print Date: May 10, 2019 Table 5.2-A: Table of Allowed Uses P = permitted S = specific use permit required Blank cell = use prohibited = use-specific standards apply Residential Mixed-Use Corridor Other Nonresidential Use-Specific Standards RR R1 R2 R3 R4 R6 R7 MN MD MR SC HC GO LI HI PF Day Care, Adult or Child P S S S S S P P P P P P P P 5.3.4B Funeral and Internment Facility S S P P P P Homeless Shelter S S S S S P 5.3.4C Landfill, City-Owned P Park, Playground, Open Space P P P P P P P P P P P P P P P P Religious Assembly P P P P P P P P P P P P P P P P 5.3.4D EDUCATIONAL FACILITIES Business or Trade School P P P P P P P P 5.3.4E College or University P P P School, Private P S S S S S S P P P P P P P School, Public P P P P P P P P P P P P P P P P HEALTHCARE FACILITIES Hospital Services P P P P 5.3.4F Medical Clinic S S P P P P P 5.3.4G Medical Office P+ P P P P P P P 5.3.4H Commercial Uses AGRICULTURAL AND ANIMAL USES General Agriculture P S S P 5.3.5A Commercial Stable P S S 5.3.5B Community Garden P P P P P P P P P P P P P S S S Kennel P S S P P S P P 5.3.5C Urban Farm P S S S S S S P P P P P P P P Veterinary Clinic P S S P P P P P P P 5.3.5D RECREATION AND ENTERTAINMENT Amenity Center P P P P P P P P P P P P P P Indoor Recreation Facility P P P P P P P P Outdoor Recreation Facility P P P P P P P S S S P P P P RV Park S S S S S S S P 5.3.5E FOOD AND BEVERAGE SERVICES Bar, Tavern, or Lounge S P P P P P P 5.3.5F Mobile Food Court S S S S S S S S 5.3.5G Private Club P P P P P P P 5.3.5H Restaurant P P P P P P P 5.3.5I Restaurant, with Drive- Through S S P P P P P 5.3.5J Subchapter 5: Use Regulations 5.3 Use-Specific Standards 5.3.5 Commercial Uses Denton, Texas – Denton Development Code 214 Print Date: May 10, 2019 Medical Office R7 Zoning District Uses greater than 10,000 square feet require a specific use permit pursuant to Subsection 2.5.2: Specific Use Permit (SUP). MN Zoning District Uses are limited to no more than 10,000 square feet of gross floor area per lot. MD and SC Zoning Districts Medical office uses with more than 25,000 square feet per lot shall require a specific use permit pursuant to Subsection 2.5.2: Specific Use Permit (SUP). Commercial Uses General Agriculture The keeping of livestock and other animals shall be subject to the standards in Subpart A, Chapter 6: Animals, in the Municipal Code of Ordinances. Commercial Stable In the R1 and R2 zoning districts, livestock are limited to two animals on parcels one to three acres in size. Additional animals may be added at a rate of one per each acre over three. Kennel Enclosed Building Requirement The parts of a building where animals are boarded shall be fully enclosed, with solid core doors and no operable windows, and shall be sufficiently insulated so no unreasonable noise or odor can be detected off premises. Kennels with Outdoor Facilities Outdoor facilities, including outdoor runs, shall not be located within 150 feet of any adjacent property unless such adjacent property is owned by the operator of the kennel. Veterinary Clinic In the MD zoning district, veterinary clinics are limited to no more than 5,000 square feet per lot. RV Parks Generally Occupation by a single user shall not exceed a period of six months. The principal business of a RV park shall be to provide sites for RVs, camper vehicles, and travel trailers. Mobile homes designed to meet residential building codes are prohibited. Subchapter 5: Use Regulations 5.3 Use-Specific Standards 5.3.5 Commercial Uses Denton, Texas – Denton Development Code 217 Print Date: May 10, 2019 Administrative, Professional, and Government Office R3, R4, R6, and R7 Zoning Districts Administrative, professional, and government office uses shall not exceed 10,000 square feet per lot. 2. R7 Zoning District Uses greater than 10,000 square feet require a specific use permit pursuant to Subsection 2.5.2: Specific Use Permit (SUP) MN and MD Zoning Districts Administrative, professional, and government office uses with more than 25,000 square feet per lot shall require a specific use permit pursuant to Subsection 2.5.2: Specific Use Permit (SUP). Bank or Financial Institution R7 Zoning District Drive-through facilities are prohibited. Banks or financial institutions shall only be allowed as part of a mixed-use building. MN, and MD Zoning Districts Drive-through facilities require a specific use permit approval pursuant to Subsection 2.5.2: Specific Use Permit (SUP). Musician Studio Musician studios shall conform to established noise standards in the City of Denton. Credit Access Business Credit access businesses shall not be located within 1,000 feet of another credit access business, measured in a direct line from property line to property line. Credit access businesses shall register with the city pursuant to City Ordinance 2013-073. Laundry Facility, Self-Service R7 Zoning District Self-service laundry facilities shall only be permitted as an accessory use to multifamily dwellings, and such use shall be located within a multifamily structure. MN, MD, and MR Zoning Districts Individual self-service laundry facilities shall not exceed 2,500 square feet per lot. Tattoo and Body Piercing Parlor Tattoo and body piercing parlors shall comply with licensing and certification requirements of the Texas Department of State Health Services. General Retail Unless Otherwise Specified, Less than 5,000 Square Feet In the R7 zoning district, general retail shall only be allowed as part of a mixed-use building. Da DCA19-0023 Offices in R7 1 January 7, 2020 City Council 1 Hold a public hearing and consider a proposed revision to the Denton Development Code;specifically to amend Subchapter 5,the Table of Allowed Uses and Use Regulations related to use-specific standards for Administrative, Professional,and Government Office and Medical Office uses in the Residential 7 (R7)District. This is a staff-initiated code amendment to remedy the creation of nonconforming uses/structures with the adoption of the 2019 DDC. Request File ID: DCA19-0023a1/7/2020 2 •Original drafts of the 2019 DDC removed DR-1 and NRMU-12 in favor of MN District which permits a large variety of higher density residential and commercial uses. •It became apparent that the menu of zoning districts needed a bridge between residential districts and mixed-use districts to ensure compatibility. •The R7 District was created as a transitional district—not quite single-use residential, not quite mixed-use. •The intent is to provide a mix of residential and low-impact commercial uses within proximity to neighborhoods, thus increasing walkability while maintaining harmony in use and scale. •Transition table: R7 combined NRMU-12 and DR-1, as they are most closely aligned Background File ID: DCA19-0023a1/7/2020 3 Administrative, Professional, and Government Office: A building in which services are provided and/or business is conducted including administrative, professional, governmental, or clerical operations. Typical examples include real estate, insurance, property management, investment, financial, employment, travel, advertising, law, architecture, design, engineering, accounting, call centers, and similar offices.This use includes accessory uses such as restaurants, coffee shops, health facilities, parking, limited retail sales, or other amenities primarily for the use of employees in the firm or building. Medical Office: An establishment where patients receive consultation, diagnosis, therapeutic, preventative, or corrective personal treatment by doctors, dentists, or similar practitioners of medical and healing arts for humans, medical or dental laboratories. These facilities can be differentiated from a medical clinic in that such facilities primarily operate on an appointment basis, are generally not open to the general walk-in public, and offer specialized services or attention. This definition includes dentist’s office and doctor’s office. Background File ID: DCA19-0023a1/7/2020 4 Use Comparison File ID: DCA19-0023a1/7/2020 5 Use 2002 Regulations NRMU-12 (35.5.2) 2002 Regulations DR-1 (35.5.3) 2019 Regulations R7 Administrative, Professional, & Government Offices Permitted; No more than 10,000 square feet of gross floor area. Not Permitted Permitted with a Specific Use Permit; No more than 10,000 square feet of gross floor area. Medical Office Permitted; No more than 10,000 square feet of gross floor area. Not Permitted Not Permitted •Existing, legal Medical Offices have become nonconforming. Nonconforming uses may not structurally alter any buildings or expand into additional structures. If more than 50% of the gross floor area of a structure containing a nonconforming use is damaged or destroyed by natural causes, the nonconforming use may not be rebuilt. •Existing, legal Administrative, Professional, and Government Offices without an approved SUP are not considered nonconforming (per DDC 1.5.3C), but redevelopment of a site would require approval of an SUP. •This issue affects up to 54 parcels/uses within the City. •It was not Staff’s intent to make these uses non-conforming or limit the ability to modernize their facilities Issues resulting from the R7 implementation File ID: DCA19-0023a1/7/2020 6 Proposed Language File ID: DCA19-0023a1/7/2020 7 Table 5.2-A Section 5.3 Use-Specific Standards Use R7 District Administrative, Professional, and Government Office P+ Section 5.3.5K revise the following language: R3,R4,R6,and R7 Zoning Districts Administrative,professional,and government office uses shall not exceed 10,000 square feet per lot. Add the following language: R7 Zoning District Uses greater than 10,000 square feet require a specific use permit pursuant to Subsection 2.5.2:Specific Use Permit (SUP) Proposed Language File ID: DCA19-0023a1/7/2020 8 Table 5.2-A Section 5.3 Use-Specific Standards Use R7 District Medical Office P+ Section 5.3.4H add the following language: R7 Zoning District Uses greater than 10,000 square feet require a specific use permit pursuant to Subsection 2.5.2:Specific Use Permit (SUP) •R7 District is a distinctive district in that it could fit under many of the future land use designations •Proposal would allow for more vibrant development with constraints to ensure compatibility •SUP for larger facilities •Targeted approach, correcting the 54 potential sites without rezoning, introducing new uses •Offices are typically low-impact development Findings File ID: DCA19-0023a1/7/2020 9 Questions? File ID: DCA19-0023a1/7/2020 10 The Planning and Zoning Commission recommended approval of the request (7-0). Staff recommended approval of this request as it meets the criteria for approval in DDC 2.7.4.D. 1 Minutes 1 Planning and Zoning 2 December 11, 2019 3 4 After determining that a quorum was present, the Planning and Zoning Commission of the City of 5 Denton, Texas convened in a Work Session on Wednesday, December 11, 2019 at 3:30 p.m. in 6 the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas at which 7 time the following items were considered: 8 9 PRESENT: Chair Andrew Rozell. Commissioners: Margie Ellis, Ronnie Anderson, Brian 10 Beck, and Jason Cole. 11 12 ABSENT: Commissioners: Mat Pruneda, and Tim Smith. 13 14 STAFF: Scott McDonald, Richard Cannone, Hayley Zagurski, Julie Wyatt, Cindy Jackson, 15 Cynthia Kirchoff, Jerry Drake, Ron Menguita, Sean Jacobson, Charlie Rosendahl, and 16 Cathy Welborn. 17 18 WORK SESSION 19 20 Chair Rozell opened the Work Session at 3:38 p.m. 21 22 Chair Rozell stated to let the record show that Commissioner Smith and Commissioner Pruneda 23 are currently absent. 24 25 Commissioner Cole recused himself from Work Session Report 1A. 26 27 1. Work Session Reports 28 A. Receive a report, hold a discussion, and give staff direction regarding the development 29 of the Hunter-Cole Ranch master planned community in southwest Denton. 30 31 Richard Cannone, Deputy Director of Development Services, presented Work Session report 1A. 32 Ocie Vest with Stratford Land and Brian Carlock with Hillwood Communities, provided a 33 presentation regarding Hunter Cole Ranch. A discussion followed. 34 35 Commissioner Pruneda arrived. 36 37 Commissioner Smith arrived. 38 39 B. Receive a report, hold a discussion, and give staff direction regarding public hearing 40 notifications. 41 42 Due to time the Planning and Zoning Commission was unable to hear Work Session Report 1B. 43 44 45 2 2. Clarification of agenda items listed on the agenda for this meeting. This is an opportunity for 1 Commissioners to ask questions of staff on the Consent and Regular Agenda items, which may 2 include a full briefing on an item in the order it appears on the regular session agenda. Any such 3 briefing will be repeated in regular session. 4 5 Chair Rozell stated Public Hearing item 5A is being postponed and the applicant for Item for 6 Individual Consideration 4D has satisfied all requirements to change the request from a denial to 7 an approval. 8 9 Commissioner Cole returned to the dais. 10 11 Commissioner Ellis requested clarification Item for Individual Consideration 4E. Julie Wyatt, 12 Senior Planner provided clarification. 13 14 Chair Rozell called a recess at 5:30 p.m. 15 16 Chair Rozell reconvened the Work Session at 5:40 p.m. 17 18 Julie Wyatt, Senior Planner, presented Public Hearing item 5B. 19 20 Hayley Zagurski, Senior Planner, presented Public Hearing item 5C. A discussion followed. 21 22 Cindy Jackson, Senior Planner, presented Public Hearing item 5D. A discussion followed. 23 24 Julie Wyatt, Senior Planner, presented Public Hearing item 5E. A discussion followed. 25 26 Chair Rozell closed the Work Session at 6:30 p.m. 27 28 REGULAR MEETING 29 30 The Planning and Zoning Commission convened in a Regular Meeting on Wednesday, December 31 11, 2019 at 6:30 p.m. in the City Council Chambers at City Hall, 215 E. McKinney at which time 32 the following items were considered: 33 34 PRESENT: Chair Andrew Rozell. Commissioners: Margie Ellis, Ronnie Anderson, Brian 35 Beck, Mat Pruneda, Tim Smith and Jason Cole. 36 37 ABSENT: None. 38 39 STAFF: Scott McDonald, Richard Cannone, Hayley Zagurski, Julie Wyatt, Cindy Jackson, 40 Cynthia Kirchoff, Jerry Drake, Sean Jacobson, and Cathy Welborn. 41 42 Chair Rozell opened the Regular Meeting at 6:39 p.m. 43 44 1. PLEDGE OF ALLEGIANCE 45 A. U.S. Flag B. Texas Flag 46 3 1 2. CONSIDER APPROVAL OF THE PLANNING AND ZONING COMMISSION MINUTES 2 FOR: 3 A. Consider the approval of the November 6, 2019 and November 20, 2019 minutes. 4 5 Commissioner Mat Pruneda motioned to approve the November 6, 2019 meeting minutes. Motion 6 seconded by Commissioner Margie Ellis. Motion carried 7-0. 7 8 A YES (7): Chair Andrew Rozell. Commissioners: Margie Ellis, Brian Beck, Jason Cole, Tim 9 Smith, Ronnie Anderson and Mat Pruneda. 10 NAYS (0): None 11 RECUSED (0): None 12 ABSENT. (0): None. 13 14 Commissioner Margie Ellis motioned to approve the November 20, 2019 meeting minutes. Motion 15 seconded by Commissioner Mat Pruneda. Motion carried 6-0-1. 16 17 A YES (6): Commissioners: Margie Ellis, Brian Beck, Jason Cole, Tim Smith, Ronnie Anderson 18 and Mat Pruneda. 19 NAYS (0): None 20 RECUSED (1): Chair Andrew Rozell. 21 ABSENT. (0): None. 22 23 3. CONSENT AGENDA 24 25 A. Consider a request by John Cox with Eagle Surveying, on behalf of Teasley Land 26 Venture, JV, LLC., for a Preliminary Plat of Lot 1 Block A, Teasley Office Park. The 27 approximately 3.42-acre property is located on the west side of Teasley Lane, 28 approximately 248 feet south of Bent Oaks Drive. (PP19-0036, Teasley Office Park, Cindy 29 Jackson) 30 31 B. Consider a request by Pacheco Koch, LLC representing SP Denton 1, LLC, for a 32 Preliminary Plat of SP Denton 1 Addition, Block A, Lots 1 through Lots 6. The 33 approximately 93.548-acre property is generally located on the northwest corner of 34 Western Boulevard and Airport Road, in the City of Denton, Denton County, Texas. (PP19-35 0021, Industrial Development, Karina Maldonado) 36 37 C. Consider a request by Denton West Joint Venture for a Preliminary Plat of the Hunter’s 38 Creek Addition. The approximately 22.63-acre site is generally located on the north side 39 of East Ryan Road, approximately 850 feet west of Teasley Lane in the City of Denton, 40 Denton County, Texas. (PP19-0015, Hunter’s Creek Addition, Julie Wyatt) 41 42 D. Consider a request by Columbia Medical Center of Denton for a Preliminary Plat of the 43 Apex Health & Rehabilitation Addition. The approximately 6.345-acre site is generally 44 located 180 feet northwest of Medpark Drive and 191 feet south of Colorado Boulevard in 45 4 the City of Denton, Denton County, Texas. (PP19-0030, Apex Health & Rehabilitation 1 Addition, Julie Wyatt) 2 3 E. Consider a request by Kimley Horn and Associates, on behalf of JR Lott Holding, LLC., 4 for a Preliminary Plat of the Country Club Terrace Addition. The approximately 34.5-acre 5 property is located on the east side of Country Club Road, approximately 1,625-feet south 6 of Ryan Road in the City of Denton. (PP19-0007, Lott Tract, Cindy Jackson) 7 8 Commissioner Margie Ellis motioned to approve the Consent Agenda. Motion seconded by 9 Commissioner Mat Pruneda. Motion carried 7-0. 10 11 A YES (7): Chair Andrew Rozell. Commissioners: Margie Ellis, Brian Beck, Jason Cole, Tim 12 Smith, Ronnie Anderson and Mat Pruneda. 13 NAYS (0): None 14 RECUSED (0): None 15 ABSENT. (0): None. 16 17 4. ITEMS FOR INDIVIDUAL CONSIDERATION 18 A. Consider a request by John Cox of Eagle Surveying, on behalf of Lucro Investments, 19 LLC, for a Minor Plat of the Meadow Lane Addition. The approximately 0.28-acre 20 property is generally located on the west side of Meadow Street, approximately 112 feet 21 south of the intersection of Meadow Street and East Daugherty Street. (MP19-0018, Sean 22 Jacobson) 23 24 Commissioner Tim Smith motioned to deny Item for Individual Consideration 4A. Motion 25 seconded by Commissioner Mat Pruneda. Motion carried 7-0. 26 27 A YES (7): Chair Andrew Rozell. Commissioners: Margie Ellis, Brian Beck, Jason Cole, Tim 28 Smith, Ronnie Anderson and Mat Pruneda. 29 NAYS (0): None 30 RECUSED (0): None 31 ABSENT. (0): None. 32 33 B. Consider a request by Kimley Horn and Associates, on behalf of Preston Alpha 34 Investments, LLC., for a Preliminary Plat of Stuart Ridge, Phases 2 and 3. The 35 approximately 93.23-acres property is located on the north side of Long Road and on the 36 east side of Stuart Road in the City of Denton’s Extra-Territorial Jurisdiction. (PP19-0035, 37 Stuart Ridge, Cindy Jackson) 38 39 Commissioner Tim Smith motioned to postpone Item for Individual Consideration 4B to the 40 January 8, 2019 Planning and Zoning Commission meeting. Motion seconded by Commissioner 41 Mat Pruneda. Motion carried 7-0. 42 43 A YES (7): Chair Andrew Rozell. Commissioners: Margie Ellis, Brian Beck, Jason Cole, Tim 44 Smith, Ronnie Anderson and Mat Pruneda. 45 NAYS (0): None 46 5 RECUSED (0): None 1 ABSENT. (0): None. 2 3 4 C. Consider a request by the County of Denton for a Preliminary Plat for the Denton County 5 Emergency Operations Center. The approximately 5.137-acre site is generally located on the 6 southwest side of the intersection of Karina Street and Kimberly Drive in the City of Denton, 7 Denton County, Texas. (PP19-0031, Denton County Emergency Services, Hayley Zagurski). 8 9 Commissioner Tim Smith motioned to postpone Item for Individual Consideration 4C to the 10 January 8, 2019 Planning and Zoning Commission meeting. Motion seconded by Commissioner 11 Mat Pruneda. Motion carried 7-0. 12 13 A YES (7): Chair Andrew Rozell. Commissioners: Margie Ellis, Brian Beck, Jason Cole, Tim 14 Smith, Ronnie Anderson and Mat Pruneda. 15 NAYS (0): None 16 RECUSED (0): None 17 ABSENT. (0): None. 18 19 D. Consider a request by Glory of Zion International Ministries Inc. for a Final Plat of Lot 20 1 of the Windsor 35 Addition. The approximately 16.579-acre site is generally located on 21 the north side of West Windsor Drive and east of the I-35 frontage road in the City of 22 Denton, Denton County, Texas. (FP19-0032, Windsor Apartments, Hayley Zagurski). 23 24 Commissioner Tim Smith motioned to approve Item for Individual Consideration 4D. Motion 25 seconded by Commissioner Margie Ellis. Motion carried 6-1. 26 27 A YES (6): Chair Andrew Rozell. Commissioners: Margie Ellis, Jason Cole, Tim Smith, Ronnie 28 Anderson and Mat Pruneda. 29 NAYS (1): Commissioner Brian Beck. 30 RECUSED (0): None 31 ABSENT. (0): None. 32 33 E. Consider a request by Shercross Development, LLC for a Preliminary Plat of the 34 Sherman Crossing Phase 2B Addition. The approximately 18.74-acre site is generally 35 located on the north side of Hercules Lane, at the intersection of Hercules Lane and 36 Buckingham Drive in the City of Denton, Denton County, Texas. (PP19-0013, Sherman 37 Crossing Phase 2B Addition, Julie Wyatt) 38 39 Commissioner Tim Smith motioned to approve Item for Individual Consideration 4E. Motion 40 seconded by Commissioner Margie Ellis. Motion carried 7-0. 41 42 A YES (7): Chair Andrew Rozell. Commissioners: Margie Ellis, Brian Beck, Jason Cole, Tim 43 Smith, Ronnie Anderson and Mat Pruneda. 44 NAYS (0): None 45 RECUSED (0): None 46 6 ABSENT. (0): None. 1 2 5. PUBLIC HEARINGS 3 4 A. Hold a public hearing and consider making a recommendation to City Council regarding 5 a proposed revision to the Denton Development Code; specifically to amend Subchapter 2, 6 Administration and Procedures and Subchapter 7: Development Standards, related 7 Alternative Environmentally Sensitive Area (ESA) Plans and platting. STAFF HAS 8 POSTPONED THIS ITEM TO A DATE UNCERTAIN. (DCA19-0024, Alt ESA Plan, 9 Julie Wyatt) 10 11 Chair Rozell stated Public Hearing item 5A has been postponed to date uncertain. 12 13 B. Hold a public hearing and consider making a recommendation to City Council regarding 14 a request by Oxford at Sherman Drive, LLC for a Specific Use Permit to allow for a 15 Multifamily Dwelling use on approximately 12.33 acres. The property is generally located 16 on the north side of Poinsettia Boulevard, approximately 945 feet east of East Sherman 17 Drive in the City of Denton, Denton County, Texas. (S19-0003, Oxford at Sherman Drive, 18 Julie Wyatt) 19 20 Chair Rozell opened the Public Hearing. 21 22 Julie Wyatt, Senior Planner, presented Public Hearing 5B. 23 24 Chair Rozell closed the Public Hearing. 25 26 Commissioner Tim Smith motioned to approve Public Hearing Item 5B. Motion seconded by 27 Commissioner Mat Pruneda. Motion carried 7-0. 28 29 A YES (7): Chair Andrew Rozell. Commissioners: Margie Ellis, Brian Beck, Jason Cole, Tim 30 Smith, Ronnie Anderson and Mat Pruneda. 31 NAYS (0): None 32 RECUSED (0): None 33 ABSENT. (0): None. 34 35 C. Hold a public hearing and consider making a recommendation to City Council regarding 36 a request by Ken Newman Properties LLC and Aerie Castle Investments LLC for a zoning 37 change from Residential 2 (R-2) on approximately 34.31 acres and Residential 3 (R3) on 38 approximately 2.34 acres to a Planned Development (PD) District. The total 36.66-acre site 39 is generally located north of Ryan Road, approximately 120 feet east of Monte Carlo Lane, 40 in the City of Denton, Denton County, Texas. (PD19-0003, Ryan Way, Hayley Zagurski). 41 42 Chair Rozell opened the Public Hearing. 43 44 Hayley Zagurski, Senior Planner, presented Public Hearing item 5C. A discussion followed. 45 46 7 The following individuals spoke during the Public Hearing: 1 Jim Strange, 3613 Falcon Court, Denton, Texas 76210. Supports the request. 2 Thomas Fletcher, 6160 Warren Parkway, Frisco, Texas 75034. Supports the request. 3 Mat Wenthold, 1405 San Marino Lane, Denton, Texas 76210. Opposed to the request. 4 Jacob Scott, 1400 San Marino Lane, Denton, Texas 76210. Opposed to the request. 5 Beverly Hoch-Steinel, 3819 Monte Carlo Lane, Denton, Texas 76210. Opposed to the 6 request. 7 Mike Steinel, 3819 Monte Carlo Lane, Denton, Texas 76210. Opposed to the request. 8 Holly Crancer, 1424 Montevideo Court, Denton, Texas 76210. Opposed to the request. 9 Brett Blackstone, 4000 Crosstrees Drive, Denton, Texas 76210. Supports the request. 10 Claude Drury, 3520 Monte Carlo Lane, Denton, Texas 762010. Opposed to the request. 11 Lesli Yamashita, 1404 San Marino Lane, Denton, Texas 76210. Opposed to the request. 12 Jill Cruz, 1404 Montevideo Court, Denton, Texas 76210. Opposed to the request. 13 Stephen Flowers, 3811 Monte Carlo Lane, Denton, Texas 76210. Opposed to the request. 14 Jodi Williamson, 745 Seville Road, Denton, Texas 76205. Opposed to the request. 15 Randy Yamashita, 1404 San Marino Lane, Denton, Texas 76210. Opposed to the request. 16 Danny Dutmer, 3823 Monte Carlo Lane, Denton, Texas 76210. Opposed to the request. 17 18 The following individuals requested not to speak during the Public Hearing: 19 Gene Mann, 1413 Montecristo Court, Denton, Texas 76210. Opposed to the request. 20 Celina Mann, 1413 Montecristo Court, Denton, Texas 76210. Opposed to the request. 21 Keith Ganslen, 3807 Ridgemont Lane, Denton, Texas 76210. Opposed to the request. 22 Richard Orth, 3801 Monte Carlo Lane, Denton, Texas 76210. Supports the request. 23 Michelle McDonald, 3805 Seville Road, Denton, Texas 76205. Opposed to the request. 24 Danny Dutmer, 3823 Monte Carlo Lane, Denton, Texas 76210. Opposed to the request. 25 Rebecca Orth, 3801 Monte Carlo Lane, Denton, Texas 76210. Supports the request. 26 Rae Mowry, 3800 Ridgemont Lane, Denton, Texas 76210. Opposed to the request, 27 Donna Despain, 1409 Montecristo Court, Denton, Texas 76210. Opposed to the request. 28 Shari Brand, 3816 Ridgemont Lane, Denton, Texas 76210. Opposed to the request. 29 Neal Brand, 3816 Ridgemont Lane, Denton, Texas 76210. Opposed to the request. 30 Ryan Montcalm, 3831 Ridgemont Lane, Denton, Texas 76210. Opposed to the request. 31 32 The Planning and Zoning Commissioner’s deliberated, requested clarifications and provide their 33 thoughts regarding the item. 34 35 Chair Rozell closed the Public Hearing. 36 37 Commissioner Tim Smith motioned to approve Public Hearing Item 5C. Motion seconded by 38 Commissioner Andrew Rozell. Motion carried 4-3. 39 40 A YES (4): Chair Andrew Rozell. Commissioners: Jason Cole, Tim Smith and Ronnie Anderson 41 NAYS (3): Commissioners: Margie Ellis, Brian Beck and Mat Pruneda. 42 RECUSED (0): None 43 ABSENT. (0): None. 44 45 46 8 Chair Rozell called a recess at 8:48 p.m. 1 2 Chair Rozell reconvened the Regular Meeting at 8:59 p.m. 3 4 D. Hold a public hearing and consider making a recommendation to City Council regarding 5 a proposed amendment to the First United Methodist Church special sign district (Ord. No. 6 2010-016) to permit wall signs. The 4.17-acre site is located at 201 S. Locust Street, 7 between Mulberry and Sycamore Streets. (SD19-0001, First United Methodist Church 8 Special Sign District, Cindy Jackson) 9 10 Chair Rozell opened the Public Hearing. 11 12 Cindy Jackson, Senior Planner, presented Public Hearing item 5D. A discussion followed. 13 14 Chair Rozell closed the Public Hearing. 15 16 Commissioner Tim Smith motioned to approve Public Hearing Item 5D. Motion seconded by 17 Commissioner Mat Pruneda. Motion carried 7-0. 18 19 A YES (7): Chair Andrew Rozell. Commissioners: Margie Ellis, Brian Beck, Jason Cole, Tim 20 Smith, Ronnie Anderson and Mat Pruneda. 21 NAYS (0): None 22 RECUSED (0): None 23 ABSENT. (0): None. 24 25 E. Hold a public hearing and consider making a recommendation to City Council regarding 26 a request by Evolving Texas and Pedcor Investments, LLC on behalf of the property owner 27 for a Specific Use Permit to allow a multi-family development. The 15.34-acre site is 28 generally located on the northwest corner of Duchess Drive and Loop 288 in the City of 29 Denton, Denton County, Texas. (S19-0012, Denton Grove Apartments, Julie Wyatt) 30 31 Chair Rozell opened the Public Hearing. 32 33 Julie Wyatt, Senior Planner, presented Public Hearing item 5E. A discussion followed. 34 35 The following individuals spoke during the Public Hearing: 36 Kent Key, 3100 Triple Crowne Court, Denton, Texas 76210. Opposed to the request. 37 John Rainey, 2909 Destin Drive, Denton, Texas 76205. Opposed to the request. (Gave time to 38 Kent Key) 39 John Cornelsen, 420 Throckmorton Street, Fort Worth, Texas 76102. Supports the request. 40 Thomas Crowe, 770 3Rd Avenue, Carmel, Indiana 46032. Supports the request. 41 42 Chair Rozell closed the Public Hearing. 43 44 9 Commissioner Beck motioned to approve Public Hearing item 5E. Commissioner Pruneda asked 1 if the motion included the additional trees. Commissioner Beck amended the motion to include the 2 additional trees. 3 4 Commissioner Brian Beck motioned to approve Public Hearing Item 5E with staff 5 recommendations to include the additional trees. Motion seconded by Commissioner Mat Pruneda. 6 Motion failed 3-4. 7 8 A YES (3): Commissioners: Margie Ellis, Brian Beck and Mat Pruneda. 9 NAYS (4): Chair Andrew Rozell. Commissioners: Jason Cole, Tim Smith and Ronnie Anderson. 10 RECUSED (0): None 11 ABSENT. (0): None. 12 13 Commissioner Tim Smith motioned to deny Public Hearing Item 5E. Motion seconded by 14 Commissioner Jason Cole. Motion carried 4-3. 15 16 A YES (4): Chair Andrew Rozell. Commissioners: Jason Cole, Tim Smith and Ronnie Anderson 17 NAYS (3): Commissioners: Margie Ellis, Brian Beck and Mat Pruneda. 18 RECUSED (0): None 19 ABSENT. (0): None. 20 21 F. Hold a public hearing and consider making a recommendation to City Council regarding 22 a proposed revision to the Denton Development Code; specifically to amend Subchapter 5, 23 the Table of Allowed Uses and Use Regulations related to use-specific standards for 24 Administrative, Professional, and Government Office and Medical Office uses in the 25 Residential 7 (R7) District. (DCA19-0023, Office Standards, Julie Wyatt) 26 27 Chair Rozell opened the Public Hearing. 28 29 Julie Wyatt, Senior Planner, presented Public Hearing item 5F. A discussion followed. 30 31 The following individual spoke during the Public Hearing: 32 Pam Ruehle-Ruiz Family, 3490 Teasley Lane, Denton, Texas 76210. Supports the request. 33 34 Chair Rozell closed the Public Hearing. 35 36 37 Commissioner Tim Smith motioned to approve Public Hearing Item 5B. Motion seconded by 38 Commissioner Mat Pruneda. Chair Rozell requested an amendment to remove the following 39 wording from section 2.5.2- unless located on an arterial roadway as designated by the 40 City’s Mobility Plan. Commissioner Tim Smith and Commissioner Mat Pruneda accepted the 41 amendment. 42 Commissioner Tim Smith motioned to approve Public Hearing Item 5B with the amendment of 43 the removal of the following wording from section 2.5.2- unless located on an arterial 44 10 roadway as designated by the City’s Mobility Plan. Motion seconded by Commissioner Mat 1 Pruneda. Motion carried 7-0. 2 A YES (7): Chair Andrew Rozell. Commissioners: Margie Ellis, Brian Beck, Jason Cole, Tim 3 Smith, Ronnie Anderson and Mat Pruneda. 4 NAYS (0): None 5 RECUSED (0): None 6 ABSENT. (0): None. 7 8 6. PLANNING & ZONING COMMISSION PROJECT MATRIX 9 A. Hold a discussion regarding the Planning and Zoning Commission project matrix. 10 11 Richard Cannone, Deputy Director of Development Services, provided an update regarding the 12 matrix and future agenda items. 13 14 Commissioner Smith requested if Denton Independent School District is including approved but 15 not constructed homes in the student tally. 16 17 Chair Rozell closed the Regular Meeting at 10:36 p.m. 18 19 S:\Legal\Our Documents\Ordinances\20\DCA 19-0023a DDC Amendment Subchapter 5- CRK edits.docx ORDINANCE NO. ___________________ AN ORDINANCE OF THE CITY OF DENTON AMENDING THE DENTON DEVELOPMENT CODE SUBCHAPTER 5, “USE REGULATIONS,” RELATED TO THE TABLE OF ALLOWED USES AND USE-SPECIFIC STANDARDS FOR ADMINISTRATIVE, PROFESSIONAL, AND GOVERNMENT OFFICE AND MEDICAL OFFICE USES IN THE RESIDENTIAL 7 (R7) DISTRICT; PROVIDING FOR A PENALTY IN THE MAXIMUM AMOUNT OF $2,000.00 FOR VIOLATIONS THEREOF; PROVIDING A SEVERABILITY CLAUSE AND AN EFFECTIVE DATE. (DCA19-0023a) WHEREAS, pursuant to Ordinance No. DCA18-0009q, the City Council of the City of Denton adopted the newly revised 2019 Denton Development Code, the (“DDC”); and WHEREAS, the City desires to amend Subchapter 5 “Use Regulations” of the DDC to revise the Table of Allowed Uses to permit Administrative, Professional, and Government Office and Medical Office uses within the Residential 7 (R7) zoning district with use-specific standards; and WHEREAS, on December 11, 2019, the Planning and Zoning Commission, in compliance with the laws of the State of Texas, gave the requisite notices by publication, held due hearings and recommended approval [7-0] of the amendments to the Denton Development Code; and WHEREAS, on January 7, 2020, the City Council likewise conducted a public hearing in accordance with local and state law and the City Council hereby finds that the subject amendments to Subchapter 5 are consistent with the City’s comprehensive plan, and federal, state, and local law are in best interests of the City of Denton; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this ordinance are incorporated herein by reference and found to be true. SECTION 2. Table 5.2 – A: Table of Allowed Uses in the DDC is hereby amended to read as follows: Table 5.2-A Table of Allowed Uses P = permitted S = specific use permit required Blank cell = use prohibited += use-specific standards apply Residential Mixed-Use Corridor Other Nonresidential Use-Specific Standards RR R1 R2 R3 R4 R6 R7 MN MD MR SC HC GO LI HI PF Medical Office P+ P+ P+ P+ P+ P P P 5.3.4.H Administrative, Professional, and Government Office S+ S+ S+ P+ P+ P+ P P P P P P P 5.3.5K S:\Legal\Our Documents\Ordinances\20\DCA 19-0012 DDC Amendment Subchapter 5- CRK edits.docx Page 2 of 4 SECTION 3. Section 5.3.4.H Medical Office of the DDC is hereby amended to read as follows: 1. R7 Zoning District Uses greater than 10,000 square feet requires a specific use permit pursuant to Subsection 2.5.2: Specific Use Permit (SUP). 2. MN Zoning District Uses are limited to no more than 10,000 square feet of gross floor area per lot. 3. MD and SC Zoning Districts Medical Office uses with more than 250,000 square feet per lot shall require a specific use permit pursuant to Subsection 2.5.2: Specific Use Permit (SUP). SECTION 4. Section 5.3.5.K Administrative, Professional, and Government Office of the DDC is hereby amended to read as follows: 1. R3, R4, and R6 Zoning Districts Administrative, professional, and government office uses shall not exceed 10,000 square feet per lot. 2. R7 Zoning District Uses greater than 10,000 square feet require a specific use permit pursuant to Subsection 2.5.2: Specific Use Permit (SUP). 3. MN and MD Zoning Districts Administrative, professional, and government office uses with more than 25,000 square feet per lot shall require a specific use permit pursuant to Subsection 2.5.2: Specific Use Permit (SUP). SECTION 5. “Exhibit A” is attached to show specific text changes in context and is for reference only. SECTION 6. Any person, firm, partnership or corporation violating any provision of this ordinance shall, upon conviction, be deemed guilty of a misdemeanor and shall be punished by fine in sum not exceeding $2,000.00 for each offense. Each day that a provision of this ordinance is violated, shall constitute a separate and distinct offense. SECTION 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 the provisions or applications, and to this end the provisions of this ordinance are severable. SECTION 8. That an offense committed before the effective date of this ordinance is governed by prior law and the provisions of the Denton Development Code of Ordinances, as amended, in effect when the offense was committed and the former law is continued in effect for this purpose. S:\Legal\Our Documents\Ordinances\20\DCA 19-0012 DDC Amendment Subchapter 5- CRK edits.docx Page 3 of 4 SECTION 9. In compliance with Section 2.09(c) of the Denton Charter, this ordinance shall become effective fourteen (14) days from the date of its passage, and the City Secretary is hereby directed to cause the caption of this ordinance to be published twice in the Denton Record Chronicle, a daily newspaper published in the City of Denton, Texas, within ten (10) days of the date of its passage. The motion to approve this Ordinance was made by __________________________ and seconded by _________________________________; the Ordinance was passed and approved by the following vote [___ - ___]: Aye Nay Abstain Absent Chris Watts, Mayor: ______ ______ ______ ______ Gerard Hudspeth, District 1: ______ ______ ______ ______ Keely G. Briggs, District 2: ______ ______ ______ ______ 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 ___________________, 2020. __________________________________ CHRIS WATTS, MAYOR EXHIBIT A (For Reference) 5.2.3 Table of Allowed Uses Table 5.2-A Table of Allowed Uses P = permitted S = specific use permit required Blank cell = use prohibited = use-specific standards apply Residential Mixed-Use Corridor Other Nonresidential Use-Specific Standards RR R1 R2 R3 R4 R6 R7 MN MD MR SC HC GO LI HI PF HEALTHCARE FACILITIES Medical Office P+ P P P P P P P 5.3.4H OFFICE, BUSINESS, AND PROFESSIONAL SERVICES Administrative, Professional, and Government Office S S S P P P P P P P P P P 5.3.4K 5.3.4 Public, Institutional, Religious, and Civic Uses H. Medical Office 1. R7 Zoning District Uses greater than 10,000 square feet require a specific use permit pursuant to Subsection 2.5.2: Specific Use Permit (SUP). 1. 2. MN Zoning District Uses are limited to no more than 10,000 square feet of gross floor area per lot. 2. 3. MD and SC Zoning Districts Medical office uses with more than 25,000 square feet per lot shall require a specific use permit pursuant to Subsection 2.5.2: Specific Use Permit (SUP). 5.3.5 Commercial Uses K. Administrative, Professional, and Government Office 1. R3, R4, and R6, and R7 Zoning Districts Administrative, professional, and government office uses shall not exceed 10,000 square feet per lot. 2. R7 Zoning District Uses greater than 10,000 square feet require a specific use permit pursuant to Subsection 2.5.2: Specific Use Permit (SUP). 2. 3. MN and MD Zoning Districts Administrative, professional, and government office uses with more than 25,000 square feet per lot shall require a specific use permit pursuant to Subsection 2.5.2: Specific Use Permit (SUP).