HomeMy WebLinkAbout2020-01-28 Agenda with BackupCity Council
City of Denton
Meeting Agenda
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
Work Session Room & Council Chambers11:00 AMTuesday, January 28, 2020
WORK SESSION BEGINS AT 11:00 A.M. IN THE WORK SESSION ROOM
CITY COUNCIL CONSIDERATION OF THE CONSENT AGENDA AND ITEMS FOR
INDIVIDUAL CONSIDERATION WILL BEGIN IMMEDIATELY FOLLOWING THE WORK
SESSION IN THE WORK SESSION ROOM
CITY COUNCIL CONSIDERATION OF THE PUBLIC HEARING 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 28, 2020 at 11:00 a.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 on pending City Council
requests for:
(1)Monument to Women’s Interracial Fellowship; and
(2)Municipal broadband.
ID 20-003A.
Exhibit 1 - Agenda Information Sheet
Exhibit 2 - Ordinance No. 19-2026
Exhibit 3 - Presentation
Exhibit 4 - 2020-001 - Information on DWIF
Attachments:
Receive a report, hold a discussion, and give staff direction regarding the 2020 Denton
Mobility Plan Update, with a focus on the northern area of the city.
ID 19-2884B.
Exhibit 1 - Agenda Information Sheet
Exhibit 2 - Presentation
Exhibit 3 - Handout
Attachments:
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January 28, 2020City Council Meeting Agenda
Receive a report, hold a discussion, and give staff direction regarding updating the existing
“Denton Municipal Electric - Energy Risk Management Policy.”
ID 20-184C.
Exhibit 1 - Agenda Information Sheet
Exhibit 2 - Risk Policy Presentation
Exhibit 3 - Proposed Risk Policy 2020_clean
Exhibit 4 - Proposed Risk Policy 2020_red line
Attachments:
Receive a report, hold a discussion, and give staff direction regarding the possibility of
Thriving Earth Exchange providing a pro bono scientific study regarding the safety of gas
well setbacks and reverse setback distances.
ID 20-227D.
Exhibit 1 - Agenda Information Sheet
Exhibit 2 - Thriving Earth Presentation
Exhibit 3 - Thriving Earth exchange response to quesitons
Attachments:
Following the completion of the Work Session, the City Council will convene in a Closed Meeting to consider
specific items when these items are listed below under the Closed Meeting section of this agenda. The City
Council reserves the right to adjourn into a Closed Meeting on any item on its Open Meeting agenda consistent
with Chapter 551 of the Texas Government Code, as amended, or as otherwise allowed by law.
1. Closed Meeting:
Deliberations Regarding Certain Public Power Utilities: Competitive Matters - Under
Texas Government Code Section 551.086; Consultation with Attorneys - Under Texas
Government Code, Section 551.071.
Receive a presentation from staff regarding public power competitive and financial matters
about the risks of wholesale energy supply and risk management plans and strategies as
each relates to the electric power and gas portfolio; discuss, deliberate, and provide
direction to staff regarding the same. Consultation with the City’s attorneys regarding legal
issues associated with the above matters where a public discussion of these legal matters
would conflict with the duty of the City’s attorneys to the City of Denton and the Denton
City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar
of Texas, or would jeopardize the City’s legal position in any administrative proceeding or
potential litigation.
ID 20-185A.
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
ID 20-223B.
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January 28, 2020City Council Meeting Agenda
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.
Consultation with Attorneys - Under Texas Government Code Section 551.071
Consult with and provide direction to City’s attorneys regarding legal issues and strategies
associated with changes to Subchapters 1, 6, and 8 of the Denton Development Code
relating to applicability, gas well drilling, and production reverse setbacks, definitions, and
procedures; where a discussion of these legal matters in an open meeting would conflict
with the duty of the City’s attorneys to the City of Denton City Council under the Texas
Disciplinary Rules of Professional Conduct of the State Bar of Texas.
ID 20-271C.
Consultation with Attorneys - Under Texas Government 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 20-272D.
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 for which a formal action at the Special Called Meeting has been taken by Council
may be subject to a request for a motion for reconsideration at any time during the meeting, at the
Concluding Items Section, or after the meeting. In order to comply with the Texas Open Meetings
Act, a request for a motion for reconsideration made during, at the end of, or after a Council meeting
will be placed on the agenda and considered at the next official meeting of the City Council.
Following the completion of the Closed Meeting, the City Council will convene in a Special Called
Meeting to consider the following items(s):
1. CONSENT AGENDA
Each of these items is recommended by Staff and approval thereof will be strictly on the basis of the Staff
recommendations. Approval of the Consent Agenda authorizes the City Manager or his designee to
implement each item in accordance with the Staff recommendations. The City Council has received
background information and has had an opportunity to raise questions regarding these items prior to
consideration.
Listed below are bids, purchase orders, contracts, and other items to be approved under the Consent
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January 28, 2020City Council Meeting Agenda
Agenda (Agenda Items A – S). This listing is provided on the Consent Agenda to allow Council Members
to discuss or withdraw an item prior to approval of the Consent Agenda. If no items are pulled, the Consent
Agenda Items will be approved with one motion. If items are pulled for separate discussion, they may be
considered as the first items following approval of the Consent Agenda.
Consider adoption of an ordinance of the City of Denton amending the City of Denton
Code of Ordinances (Code) Section 2-29 (City Council Rules of Procedure) subsection
(g)(5) (majority vote required) amending procedures for matters ending in a tie-vote;
providing for a severability clause; and providing for an effective date.
ID 19-2862A.
Exhibit 1 - Agenda Information Sheet Tie Vote
Exhibit 2 - Ordinance
Exhibit 3 - Section 2-29 Subsection (g) Redlined
Attachments:
Consider adoption of an ordinance of the City of Denton to amend the City of Denton
Code of Ordinances (Code) section 2-29(f)(4)(d) (City Council Rules of Procedure)
related to public hearings by allowing speakers who have previously provided input the
opportunity to provide a rebuttal after hearing the applicant’s rebuttal; providing for a
severability clause; and providing for an effective date.
ID 19-2863B.
Exhibit 1 - Agenda Information Sheet Public Hearing
Exhibit 2 - Ordinance
Exhibit 3 - Section 2-29 Redlined
Attachments:
Consider adoption of an ordinance of the City of Denton amending the City of Denton
Code of Ordinances (Code) Section 2-29(f)(4) (City Council Rules of Procedure)
subsection (4) (Presentations from Members of the Public) allowing up to seven (7)
members of the public to address the body through any combination of prior registration
and open microphone presentations; providing for a severability clause; and providing for
an effective date.
ID 19-2864C.
Exhibit 1 - Agenda Information Sheet Public Comment
Exhibit 2 -Ordinance
Exhibit 3 - Section 2-29 Subsection (4) Redlined
Attachments:
Consider adoption of an ordinance of the City of Denton amending the City of Denton
Code of Ordinances (Code) Section 2-29 (City Council Rules of Procedure) Subsection
(h) (creation of committees, boards, and commissions) requiring boards, commissions,
and committees to establish a regular meeting schedule; providing for a severability clause;
and providing for an effective date.
ID 19-2865D.
Exhibit 1 - Agenda Information Sheet Board Commission Meeting Schedule
Exhbit 2 - Ordinance
Exhibit 3 - Section 2-29 Redlined
Attachments:
Consider adoption of an ordinance of the City of Denton amending the City of Denton
Code of Ordinances (Code) Section 2-83 (c) to revise the absences provision for board,
commission, and committees by establishing procedures and definitions to determine if an
absence is excused or unexcused; providing for a severability clause; and providing for an
ID 19-2866E.
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January 28, 2020City Council Meeting Agenda
effective date.
Exhibit 1 - Agenda Information Sheet Absences
Exhibit 2 - Ordinance
Exhibit 3 - Section 2-83 (c) Redlined
Attachments:
Consider adoption of an ordinance of the City of Denton amending the City of Denton
Code of Ordinances (Code) Section 2-29 (City Council Rules of Procedure) Subsection
(d) (Types of Meetings) adding language to officially adopt long standing practices for
scheduling regular meetings of the City Council and for addressing holidays; providing for
a severability clause; and providing for an effective date.
ID 20-229F.
Exhibit 1 - Agenda Information Sheet Council Calendar
Exhibit 2 - Ordinance
Exhibit 3 - Section 2-29 Redlined
Attachments:
Consider approval of a resolution of the City Council of the City of Denton authorizing
and designating representatives of the City to act as custodian of the investment of public
funds in the Texas local government investment pool (“TexPool”); delegating authority to
invest funds and act as custodian of investments purchased with local investment funds to
TexPool; authorizing the Mayor to execute a resolution amending authorized
representatives; and providing for an effective date.
ID 19-2817G.
Exhibit 1 Agenda Information Sheet
Exhibit 2 Resolution
Exhibit 3 Resolution 2007-037
Attachments:
Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal
corporation, authorizing the City Manager to execute a contract with SSP Innovations,
LLC, for the aid of Denton Municipal Electric (DME)’s Operation Technology and
related software systems, 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 7210 - awarded to SSP Innovations, LLC, in the five (5) year
not-to-exceed amount of $2,000,000). The Public Utilities Board recommends approval
(6 - 0).
ID 20-112H.
Exhibit 1 - Agenda Information Sheet
Exhibit 2 - LLC Members
Exhibit 3 - Ordinance and Contract
Attachments:
Consider approval of the minutes of January 7, January 14, and January 23, 2020.ID 20-147I.
Exhibit 1 - Minutes Draft for January 7, 2020
Exhibit 2 - Minutes Draft for January 14, 2020
Exhibit 3 - Minutes Draft for January 23, 2020
Attachments:
Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal ID 20-189J.
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January 28, 2020City Council Meeting Agenda
corporation, authorizing the City Manager, or his designee, to execute a contract with
Altec Industries, Inc. through the Sourcewell Cooperative Purchasing Network Contract
Number 012418-ALT, for the acquisition of one (1) Altec model AT41M Articulating
Telescopic Aerial truck for the Electric Substations Department; authorizing the
expenditure of funds therefor; and declaring an effective date (File 7258 - awarded to
Altec Industries, Inc., in the not-to-exceed amount of $151,867). The Public Utilities
Board recommends approval (6 - 0).
Exhibit 1 - Agenda Information Sheet
Exhibit 2 - Quote
Exhibit 3 - Ordinance
Attachments:
Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal
corporation, authorizing the City Manager to execute a Professional Services Agreement
with Stearns, Conrad and Schmidt, Consulting Engineers, Inc. (dba SCS Engineers), for
the installation of 12 vertical gas wells, 8” gas header piping and 6” gas lateral piping for
the Solid Waste Landfill Division as set forth in the contract; providing for the expenditure
of funds therefor; and providing an effective date (RFQ 7109-002 - Professional Services
Agreement for the installation of 12 vertical gas wells, 8” gas header piping and 6” gas
lateral piping for the Solid Waste Landfill Division awarded to Stearns, Conrad and
Schmidt, Consulting Engineers, Inc. (dba SCS Engineers), in the not-to-exceed amount of
$237,654).
ID 20-192K.
Exhibit 1 - Agenda Information Sheet
Exhibit 2 - Ordinance and Contract
Attachments:
Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal
corporation, authorizing the City Manager to execute a Professional Services Agreement
with Solutient Geosciences, Inc., for landfill hydrogeological consulting and analytical
services regarding the City’s Landfill monitoring and reporting requirements as set forth in
the contract; providing for the expenditure of funds therefor; and providing an effective
date (File 7109-005 - Professional Services Agreement for consulting and analytical
services awarded to Solutient Geosciences, Inc., in the not-to-exceed amount of
$321,415).
ID 20-193L.
Exhibit 1 - Agenda Information Sheet
Exhibit 2 - Ordinance and Contract
Attachments:
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 an Interlocal
Cooperative Purchasing Program Agreement with the Department of Information
Resources (DIR) Cooperative Purchasing Network, under the Texas Government Code,
Chapter 252, 271, and 791, to authorize City of Denton contracts for the purchase of
various goods and services; authorizing the expenditure of funds therefor; and declaring an
effective date (File 7079 - Interlocal Cooperative Purchasing Agreement with the
Department of Information Resources).
ID 20-196M.
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January 28, 2020City Council Meeting Agenda
Exhibit 1 - Agenda Information Sheet
Exhibit 2 - Ordinance and Contract
Attachments:
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 an Interlocal
Cooperative Purchasing Program Agreement with Sourcewell, under the Texas
Government Code Chapters 252, 271, and 791, to authorize City of Denton contracts for
the purchase of various goods and services; authorizing the expenditure of funds therefor;
and declaring an effective date (File 7080 - Interlocal Cooperative Purchasing Agreement
with Sourcewell).
ID 20-197N.
Exhibit 1 - Agenda Information Sheet
Exhibit 2 - Ordinance and Contract
Attachments:
Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal
corporation, authorizing the City Manager to execute a contract with Midwest Tape LLC,
for the purchase of digital content through the hoopla service for the 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 7216 - awarded to
Midwest Tape LLC, in the three (3) year not-to-exceed amount of $227,000).
ID 20-200O.
Exhibit 1 - Agenda Information Sheet
Exhibit 2 - LLC Members
Exhibit 3 - Ordinance and Contract
Attachments:
Consider approval of a resolution revising the City of Denton Employee Ethics Policy,
reference number 10.00, within the City of Denton Personnel Policies and Procedures;
and providing an effective date.
ID 20-201P.
Exhibit 1 - Agenda Information Sheet
Exhibit 2 - Red-lined Ethics Policy
Exhibit 3 - Ethics Resolution and Policy
Attachments:
Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal
corporation, authorizing the City Manager, or his designee, to utilize a contract through the
North Central Texas Council of Governments (NCTCOG), Contract #NCT-2016-14,
for pavement analysis services; providing the expenditure of funds therefor; and providing
an effective date (File 7224 - awarded to IMS Infrastructure Management Services,
LLC, in the not-to-exceed amount of $422,186.05).
ID 20-202Q.
Exhibit 1 - Agenda Information Sheet
Exhibit 2 - Pricing Sheet
Exhibit 3 - LLC Members
Exhibit 4 - Ordinance
Attachments:
Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal
corporation, authorizing the approval of the first amendment to a Professional Services
ID 20-247R.
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January 28, 2020City Council Meeting Agenda
Agreement between the City of Denton and Lloyd Gosselink Rochelle & Townsend,
P.C., amending the contract approved by City Council on January 10, 2017, in the
not-to-exceed amount of $715,000, to provide for services related to the permitting of
the proposed expansion of the City’s Landfill and for general environmental legal services
said first amendment to extend the term of the Professional Services Agreement to July
10, 2021; and providing an effective date (PSA 6288 - extending a contract with Lloyd
Gosselink Rochelle & Townsend, P.C., to July 10, 2021).
Exhibit 1 - Agenda Information Sheet
Exhibit 2 - Original Ordinance and Contract
Exhibit 3 - Ordinance and Amendment 1
Attachments:
Consider approval of a resolution confirming the City of Denton’s priorities for TxDOT
on-system corridor projects to the Dallas Regional Mobility Coalition; and providing for
an effective date.
ID 20-267S.
Exhibit 1 - Agenda Information Sheet Priority
Exhibit 2 - Resolution TxDOT On-System Projects
Attachments:
2. ITEMS FOR INDIVIDUAL CONSIDERATION
Consider adoption of an ordinance of the City of Denton, Texas, a Texas home-rule
municipal corporation, authorizing the City Manager to execute a public works contract
with Archer Western Construction, LLC, for the construction of the Hickory Creek
Detention Facility and Pecan Creek West Peak Flow Pump Station for the Wastewater
Department; providing for the expenditure of funds therefor; and providing an effective
date (RFP 7061 - awarded to Archer Western Construction, LLC, in the not-to-exceed
amount of $14,458,000). The Public Utilities Board recommends approval (5 - 0).
ID 20-041A.
Exhibit 1 - Agenda Information Sheet
Exhibit 2 - Pricing Evaluation
Exhibit 3 - LLC Members
Exhibit 4 - Ordinance and Contract
Exhibit 5 - Presentation
Attachments:
Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal
corporation, authorizing the City Manager to execute a contract with Wartsila North
America, Inc., for the purchase of major overhaul parts for the electric generating
equipment at the Denton Energy Center, which is the sole provider of this equipment, 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 7246 - awarded to Wartsila North America, Inc., in
the not-to-exceed amount of $2,028,967.43).
ID 20-078B.
Exhibit 1 - Agenda Information Sheet
Exhibit 2 - Presentation
Exhibit 3 - Ordinance and Contract
Attachments:
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January 28, 2020City Council Meeting Agenda
Consider adoption of an ordinance of the City of Denton prohibiting on-street parking
along Hinkle Drive between University Drive (US 380) and Windsor Drive; providing a
repealer clause; providing a savings clause; providing for a penalty not to exceed $500 for
violations of this ordinance; providing that violations of this ordinance shall be governed by
Chapter 18 of the Code of Ordinances of the City of Denton; and providing for an
effective date. The Traffic Safety Commission recommends approval by vote of 5-1.
ID 20-079C.
Exhibit 1 - Agenda Information Sheet
Exhibit 2 - Location Map
Exhibit 3 - Ordinance
Attachments:
Consider adoption of an ordinance of the City of Denton prohibiting on-street parking on
the south side of East Windsor Drive from Glenwood Lane to Hanover Drive between 7
AM and 4 PM; providing a repealer clause; providing a savings clause; providing for a
penalty not to exceed $500 for violations of this ordinance; providing that violations of this
ordinance shall be governed by Chapter 18 of the Code of Ordinances of the City of
Denton; and providing for an effective date. Traffic Safety Commission recommends 5-0.
ID 20-080D.
Exhibit 1 - Agenda Information Sheet
Exhibit 2 - Map
Exhibit 3 - DISD letter
Exhibit 4 - Ordinance
Attachments:
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
Genuine Parts Company, DBA NAPA Auto Parts through the Sourcewell Cooperative
Purchasing Network Contract Number 061015-GPC, for the purchase of products and
services for the on-site parts facility for Fleet Services; authorizing the expenditure of
funds therefor; and declaring an effective date (File 7136 - awarded to Genuine Parts
Company, DBA NAPA Auto Parts, in the five (5) year not-to-exceed amount of
$20,000,000).
ID 20-198E.
Exhibit 1 - Agenda Information Sheet
Exhibit 2 - Presentation
Exhibit 3 - Ordinance and Contract
Attachments:
Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal
corporation, authorizing the City Manager, or his designee, to utilize a contract through
National Intergovernmental Purchasing Alliance Company dba OMNIA Partners, Public
Sector, for the purchase of motor vehicle fuels for use by all City departments, as
awarded by the City of Fort Worth Contract #53316; and providing an effective date
(File 7251 - awarded to Martin Eagle Oil Company, Inc., for one (1) year, with the
option for four (4) additional one (1) year extensions, in the total five (5) year
not-to-exceed amount of $16,000,000).
ID 20-199F.
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January 28, 2020City Council Meeting Agenda
Exhibit 1 - Agenda Information Sheet
Exhibit 2 - Presentation
Exhibit 3 - Ordinance
Attachments:
Consider approval of a resolution of the City of Denton, a Texas home-rule municipal
corporation, allowing the City to recognize all of the Renewable Energy Credits
associated with the electric power purchased by the City from the Whitetail Wind Turbine
Electric Generation Facility to enable the City to accurately determine the percentage of
electric power it has received that was generated exclusively from renewable resources.
ID 20-249G.
Exhibit 1 - Agenda Information Sheet
Exhibit 2 - Resolution
Exhibit 3 - Presentation
Exhibit 4 - Letter from Energy Risk Consultants
Attachments:
Consider nominations/appointments to the City’s Boards, Commissions, and Committees:
Community Development Advisory Committee.
ID 19-2620H.
Exhibit 1 - Agenda Information Sheet B&C - 01-28-2020
Exhibit 2 - Nominations 01-28-2020
Attachments:
3. CONCLUDING ITEMS
A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City Council
or the public with specific factual information or recitation of policy, or accept a proposal to place the
matter on the agenda for an upcoming meeting AND Under Section 551.0415 of the Texas Open
Meetings Act, provide reports about items of community interest regarding which no action will be taken,
to include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules;
an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about
an upcoming event organized or sponsored by the governing body; information regarding a social,
ceremonial, or community event organized or sponsored by an entity other than the governing body that
was attended or is scheduled to be attended by a member of the governing body or an official or employee
of the municipality; or an announcement involving an imminent threat to the public health and safety of
people in the municipality that has arisen after the posting of the agenda.
B. Possible Continuation of Closed Meeting topics, above posted.
_________________________________________________________________________________
SPECIAL CALLED MEETING OF THE CITY OF DENTON CITY COUNCIL AT 6:30 P.M. IN
THE COUNCIL CHAMBERS AT CITY HALL, 215 E. MCKINNEY STREET, DENTON, TEXAS
AT WHICH THE FOLLOWING ITEM WILL BE CONSIDERED:
1. PUBLIC HEARING
Hold a public hearing, provide overview and background, and reconsider the November
19, 2019, adoption of an ordinance of the City of Denton, Texas, amending Subchapters
1, 6, and 8 of the Denton Development Code, relating to applicability, gas well drilling
and production reverse setbacks, definitions, and procedures; providing a cumulative
DCA19-0009
e
A.
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January 28, 2020City Council Meeting Agenda
clause; providing a severability clause; providing for a penalty; and providing an effective
date. (DCA19-0009e, Gas Wells, Hayley Zagurski)
Exhibit 1 - Agenda Information Sheet
Exhibit 2 - Staff Analysis
Exhibit 3 - Presentation
Exhibit 4 - Draft Ordinance
Exhibit 5 - Ordinance Exhibit A1 - Subchapter 1 Amendments - Option 1
Exhibit 6 - Ordinance Exhibit A2 - Subchapter 1 Amendments - Option 2
Exhibit 7 - Ordinance Exhibit A3 - Subchapter 1 Amendments - Option 3
Exhibit 8 - Ordinance Exhibit A4- Subchapter 1 Amendments - Option 4 (2) - CRK edits
Exhibit 9 - Ordinance Exhibit B - Subchapter 6 Amendments
Exhibit 10 - Ordinance Exhibit C - Subchapter 8 Amendments
Exhibit 11 - Subchapter 1 Option Matrix
Exhibit 12 - Responses 1.29 update
Attachments:
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 ________ day of ___________________, 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.
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City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 20-003,Version:1
AGENDA CAPTION
Receive a report, hold a discussion, and give staff direction on pending City Council requests for:
(1)Monument to Women’s Interracial Fellowship; and
(2)Municipal broadband.
City of Denton Printed on 1/24/2020Page 1 of 1
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City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: City Manager’s Office
ACM: Sara Hensley
DATE: January 28, 2020
SUBJECT
Receive a report, hold a discussion, and give staff direction on pending City Council requests for:
1. Monument to Women’s Interracial Fellowship; and
2. Municipal broadband.
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 (Exhibit 2).
Staff will review one outstanding request for information per elected official during each work session. The
weekly work session process will include staff introducing the requested topic followed by the requesting
elected official having up to one minute to describe and justify their request. Remaining elected officials
will then have up to one minute to provide feedback and indicate their support for the use of staff time to
respond to the request. Staff will respond to all requests where a consensus of at least four elected officials
is established. Responses will be provided in the requested format including Informal Staff Reports, Legal
Status Reports, City Council work session topics, or ordinances and resolutions to be considered on future
City Council agendas.
The following items will be discussed during the January 28, 2020 work session:
1. Monument to Women’s Interracial Fellowship
a. Requestor: Council Member Meltzer
b. Council Member Request: Proposal to direct the Public Art Committee to consider a
suitable location for a sculpture honoring the Women’s Interracial Fellowship’s role in
Denton history.
c. Related Informal Staff Report: 2020-001 Information on DWIF
d. Date Requested: January 9, 2020
e. Requested Format for Response: Work Session Request
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
2. Municipal broadband
a. Requestor: Council Member Briggs
b. Council Member Request: Council Member Briggs requested a discussion regarding
municipal broadband, specifically regarding Frontier filing for bankruptcy while areas
of town are still without broadband access, what municipal broadband is, the laws
regarding it, a statement to our representatives, and the process to hold an election.
c. Staff Information: Section 12.01 of the City Charter addresses the need for a vote from
the citizens if the City were to take on a new utility.
i. Sec. 12.01. - General powers respecting utilities.
(a) The City of Denton may license, regulate, fix the rates, control and supervise
public utilities of all kinds.
(b) In addition to such public utilities as it may now own, the City of Denton may
own, acquire, construct, maintain, and operate any other public utility that may be
approved by a majority of the qualified voters of the City voting therefor at an
election held for such purpose; and shall have power for the purpose of operating and
maintaining any such utility, and for distributing such service throughout the city or
any portion thereof, but in such condemnation proceedings no allowance shall be
made for the value of any franchise and only the actual physical assets shall be
purchased by the City.
d. Date Requested: January 22, 2020
e. Requested Format for Response: Work Session Request
EXHIBITS
Exhibit 1 – Agenda Information Sheet
Exhibit 2 – Ordinance No. 19-2026
Exhibit 2 – Presentation
Exhibit 3 – Informal Staff Report 2020-001
Respectfully submitted:
Rachel Balthrop Mendoza
Assistant to the City Manager
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reporting ta, the City Manager or City Attorney.
b) City Council Requests for Information from City Staff.
1) All City Council requests for information from City Staff, must be submitted to the
City Manager's Office via email and include at a minimum, the following details:
a, Request Type;
b. Purpase;
c. Time Sensitivity; and
d. Preferred Respanse Format.
2) The City Manager's Office and/or the City Attorney's Office will estimate the amaunt
af time required to respond ta each request.
3) Requests estimated to take more than a total of twa hours to complete will be brought
forward within the next 30 calendar days, to a City Council wark session to seek
cansensus from the full City Council regarding the use af City Staff time to fulfill the
request. Requests for information referred to a work session will fallow the procedures
provided in sub-section (b) of Sectian 2-30.
c) City Cauncil Requests for Informatian Referred to a Work Session.
1) A standing work session item will be added to each City Council agenda for City
Council requests ta be cansidered.
a. The requesting Council Member will be required ta pravide a clear, written
explanation describing the reason for the informatian requested. This
description will be included as an attachment ta the work session agenda
materials and must he provided to the City Secretary in time to fully camply
with Texas Open Meeting Act requirements.
2) During the work session, the requesting Cauncil Member will have a maximum af one
minute to describe and justify their request.
a. Remaining Cauncil Members will then have a maximum of one minute each to
provide feedback and indicate their support for the use of City Staff time to
respond ta the request,
3} City Staff will respond to all requests where a consensus of at least four elected officials
is established. Each elected official will alsa have the option to request City Staff
respond to a maximum of two requests per quarter where a consensus is not met,
pravided each request in this category is not estimated to take mare than a total of ten
City Staff hours to complete, Ta the extent possible, responses will be make in the
requested format including Informal Staff Reports, Legal Status Reports, City Council
work session topics, or ardinances and resalutians ta be cansidered on future City
Council agendas.
SECTION 2. This ordinance shall become effective immediately upon its passage and
approval.
S„ECTION 3, To the extent not otherwise provided, this ordinance shall repeal every prior
ordinance in conflict herewith, but only insofar as the portion of such ordinance shall be in conflict;
and as to all other sections of the ordinance not in direct conflict herewith, this ordinance shall be
and is hereby made cumulative except as to such prior ordinances or portions thereof as are
expressly repealed hereby.
SECTION 4. If any provision of this ordinance or the application thereof to any person
or circumstance is held invalid by any court, such invalidity shall not affect the validity of the
provisions or applications, and to this end the provisions of this ordinance are severable.
ro ordinance was made by ' ° m Y ; ' ° The motion to app ve this
and seconded by '' m , the ordinance was r,a.l anda
z r•r y t 7 a l>r ir r N ..,. b
Mayor Chris Watts:
Gerard Hudspeth, District 1
Keely Briggs, District 2:
Jesse Davis, District 3:
John Ryan, District 4:
Deb Armintor, At Large Place 5:
Paul Meltzer, At Large Place 6:
Aye Nay Abstain Absent
PASSED AND APPROVED this the °,, day of , , _ t 2019, n. --,,
w , ;
C i' I: WATTS, MAYOR
ATTEST:
ROSA RIOS, CITY SECRETARY
BY° ' 6 . .,.o . w. , . ... ... ,,,
APPROVED AS TO LEGAL FORM:
AARON C.. ITY A"1 l! ;'
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City Council Pending
Requests for Information
City Council Meeting
January 28, 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
LegistarID: 2020-003 2
Item 1
•Monument to Women’s Interracial Fellowship
•Requestor: Council Member Meltzer
•Council Member Request:Proposal to direct the Public Art Committee
to consider a suitable location for a sculpture honoring the Women’s Interracial Fellowship’s role in Denton history.
•Related Informal Staff Report: 2020-001 Information on DWIF
LegistarID: 2020-003 3
Item 2
•Municipal broadband
•Requestor: Council Member Briggs
•Council Member Request:Council Member Briggs requested a discussion regarding municipal broadband, specifically regarding Frontier filing for bankruptcy while areas of town are still without broadband access, what municipal broadband is, the laws regarding it, a statement to our representatives, and the process to hold an election.
•Staff information:Section 12.01 of the City Charter addresses the need for a vote from the citizens if the City were to take on a new utility.
•Sec. 12.01. -General powers respecting utilities.
•(a) The City of Denton may license, regulate, fix the rates, control and supervise public utilities of all kinds.
•(b) In addition to such public utilities as it may now own, the City of Denton may own, acquire, construct, maintain, and operate any other public utility that may be approved by a majority of the qualified voters of the City voting therefor at an election held for such purpose; and shall have power for the purpose of operating and maintaining any such utility, and for distributing such service throughout the city or any portion thereof, but in such condemnation proceedings no allowance shall be made for the value of any franchise and only the actual physical assets shall be purchased by the City.
LegistarID: 2020-003 4
Date: January 3, 2020 Report No. 2020-001
INFORMAL STAFF REPORT
TO MAYOR AND CITY COUNCIL
SUBJECT:
Provide information on the Denton Christian Women’s Interracial Fellowship (DCWIF) and their
contributions to the City of Denton.
BACKGROUND:
At the Oct. 8, 2019 City Council work session meeting, the pending requests work session item
included a request presented from Council Member Meltzer for a discussion to recognize the
DCWIF. City Council requested additional information on the history of the DCWIF in order to
determine what would be the best path forward to engage the public and develop options for
recognition.
Summary of the History and Work of DCWIF
The DCWIF emerged in the early 1960s in response to the challenges of strained race relations in
Denton, particularly as they related to newly integrated schools. The shared experience of
motherhood strengthened the bond among the group members and propelled them to act to
challenge stereotypes and further interracial cooperation.
The efforts of DCWIF members had a significant impact on the lives of black Denton residents.
After Denton High School was integrated and Fred Douglass/Fred Moore High School was closed
in 1963, the members helped transport black children to and from the newly integrated high school,
because the high school was far away from where most black residents lived. The members also
held tutoring sessions for black students who were struggling in the new school. These efforts led
to higher and higher enrollments of black students at Denton High School.
Additionally, the DCWIF made it a priority to increase black political participation in all levels of
government. Periodically, they would send black and white pairs of fellowship members door to
door to assist residents in registering to vote. They also volunteered to drive black residents to and
from polls to increase turnout. This commitment to increase black political participation led to
more and more black candidates running for local and state positions and increased the trust black
Dentonites had in the political system.
Fellowship members also focused on the conditions of daily life that separated black and white
Denton residents. Basic services like paved streets, sidewalks, and water or sewer systems had
been long absent in black areas of the City. Through regular door to door canvassing, exposure of
the racist practices of certain white landlords and the circulation of petitions, the DCWIF was able
to secure the improvement and enlargement of existing water and sewer systems and the paving
of all streets in predominantly black areas of the City. Through these concerted efforts, members
of the DCWIF worked to ensure that black residents received the same services as white residents.
Date: January 3, 2020 Report No. 2020-001
Staff had the chance to connect with Betty Kimble, an original DCWIF member. She was excited
about the opportunity to discuss the work of the DCWIF and about the potential to work with the
City further if they wished to memorialize the DCWIF.
REFERENCES:
Byrd, R. W. (1991). Interracial Cooperation in a Decade of Conflict: The Denton (Texas) Christian
Women’s Inter-Racial Fellowship. Oral History Review, 19(1), 31–53. doi: 10.1093/ohr/19.1.31
STAFF CONTACT:
Erin Winn
Budget Manager
(940) 349-8115
REQUESTOR:
Council consensus during the October 8 pending Council requests work session for an informal
staff report.
PARTICIPATING DEPARTMENTS:
City Manager’s Office
STAFF TIME TO COMPLETE REPORT:
2 hours
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 19-2884,Version:1
AGENDA CAPTION
Receive a report,hold a discussion,and give staff direction regarding the 2020 Denton Mobility Plan Update,
with a focus on the northern area of the city.
City of Denton Printed on 1/24/2020Page 1 of 1
powered by Legistar™
City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Capital Projects
CM/ DCM/ ACM: Mario Canizares
DATE: January 28, 2020
SUBJECT
Receive a report, hold a discussion, and give staff direction regarding the 2020 Denton Mobility Plan
Update, with a focus on the northern area of the city.
BACKGROUND
The City of Denton is developing a mobility plan that combines three plans into one: the Thoroughfare
Plan, the Bicycle Plan and the Pedestrian Plan. This combination allows for a single more cohesive and
comprehensive plan for the development of the City’s transportation infrastructure. The ‘complete
streets’ concept (where designers consider all modes of transportation in a corridor) is a goal of the
mobility plan in order to provide the required infrastructure to serve the many types of transportation
users. The following work sessions are planned to discuss the Mobility Plan based on areas of the City:
- January 14th : Downtown Area
- January 28th : Northern Area
- February 4th : Western Area
- February 11th : Southern Area
- February 18th : Eastern Area
Figure 1 - Mobility Plan Work Session Focus Areas
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
RECOMMENDATION
Staff recommends consideration and ultimate adoption of the changes included in the 2020 Mobility Plan
Update relative to the Thoroughfare Plan, Bicycle Plan and Pedestrian Plan.
ESTIMATED SCHEDULE OF PROJECT
The project ‘kick-off’ occurred in May 2019 and is tentatively scheduled to be completed by April 2020.
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
The Mobility Committee has received updates on the project at its meetings held in July - October 2019.
EXHIBITS
Exhibit 1 - Agenda Information Sheet
Exhibit 2 - Presentation
Exhibit 3 - Handout
Respectfully submitted:
Pamela Alummoottil, P.E. Traffic Engineer
DENTON
MOBILITY
PLAN
City Council Work Session
January 28, 2020
Overview
Draft Thoroughfare Plan
Proposed Plan Updates
Draft Bicycle Plan
Proposed Plan Updates
Draft Pedestrian Plan
Proposed Plan Updates
ID: 19-2884 DATE: 1.28.20
DRAFT THOROUGHFARE PLAN
ID: 19-2884 DATE: 1.28.20
Draft Thoroughfare Plan
Vicinity Map
ID: 19-2884 DATE: 1.28.20
2015 Plan Map Draft 2020 Plan Map
ID: 19-2884 DATE: 1.28.20
Draft Thoroughfare Plan
Proposed Plan Updates
ID: 19-2884 DATE: 1.28.20
2015 Plan Map Draft 2020 Plan Map
Draft Thoroughfare Plan
Proposed Plan Updates
Draft Thoroughfare Plan
Proposed Plan Updates
1.Thunderbird Drive –Northway
2.Riney Road
3.Carroll Boulevard
4.Joyce Lane, Evers Parkway, and
Cobblestone Row
5.Sherman Drive
6.Windsor Drive and Dominion Street
ID: 19-2884 DATE: 1.28.20
2
1 3
4
6
5
Draft Thoroughfare Plan
1. Thunderbird Drive -Northway
2015 Plan Draft 2020 Plan
(Collector/Local)(Collector)
Existing Daily Volume
= <5,000 vehs
Estimated Daily Volume
= <5,000 vehs
ID: 19-2884 DATE: 1.28.20
Draft Thoroughfare Plan
2. Riney Road
2015 Plan Draft 2020 Plan
(Collector)(Secondary Arterial)
Existing Daily Volume
= 1,500 vehs
Estimated Daily Volume
= <5,000 vehs
Maintain Roadway
Classification
Consistency
ID: 19-2884 DATE: 1.28.20
Draft Thoroughfare Plan
3. Carroll Boulevard
2015 Plan Draft 2020 Plan
(Collector)(Local)
Existing Daily Volume
= 2,400 vehs
Estimated Daily Volume
= <5,000 vehs
ID: 19-2884 DATE: 1.28.20
Draft Thoroughfare Plan
4. Joyce Lane, Evers Parkway, and Cobblestone Row
2015 Plan Draft 2020 Plan
(Collector)(Local)
Existing Daily Volume
= 1,100 vehs
Estimated Daily Volume
= <5,000 vehs
ID: 19-2884 DATE: 1.28.20
Draft Thoroughfare Plan
5. Sherman Drive
2015 Plan Draft 2020 Plan
(Primary Arterial)(Secondary Arterial)
Existing Daily Volume
= 8-11,000 vehs
Estimated Daily Volume
= 10-15,000 vehs
ID: 19-2884 DATE: 1.28.20
Draft Thoroughfare Plan
6. Windsor Drive and Dominion Street
2015 Plan Draft 2020 Plan
(Secondary Arterial)(Collector)
Existing Daily Volume
= 3-5,000 vehs
Estimated Daily Volume
= <5,000 vehs
ID: 19-2884 DATE: 1.28.20
ID: 19-2884 DATE: 1.28.20
2015 Plan Map Draft 2020 Plan Map
Draft Thoroughfare Plan
Proposed Plan Updates, East of IH-35
ID: 19-2884 DATE: 1.28.20
2015 Plan Map Draft 2020 Plan Map
Draft Thoroughfare Plan
Proposed Plan Updates, West of IH-35
DRAFT BICYCLE PLAN
ID: 19-2884 DATE: 1.28.20
2014 Plan Map Current Bike Infrastructure
Draft Bicycle Plan
ID: 19-2884 DATE: 1.28.20
2014 Plan Map Draft 2020 Plan Map
Draft Bicycle Plan
ID: 19-2884 DATE: 1.28.20
Draft 2020 Plan Map
Draft Bicycle
Plan
ID: 19-2884 DATE: 1.28.20
DRAFT PEDESTRIAN PLAN
ID: 19-2884 DATE: 1.28.20
Draft
Pedestrian
Plan
Existing Sidewalks
ID: 19-2884 DATE: 1.28.20
Existing and
Upcoming
Sidewalks
Draft
Pedestrian
Plan
ID: 19-2884 DATE: 1.28.20
Pedestrian
Plan –Low
and High
Priority
Segments
Draft Pedestrian
Plan
ID: 19-2884 DATE: 1.28.20
Existing, In-
Process and
Future
Sidewalk
Segments
Draft Pedestrian Plan
ID: 19-2884 DATE: 1.28.20
DENTON
MOBILITY
PLAN
Questions?
Handout: Roadway ClassificationsID: 19‐2884 DATE: 1.28.20Street Classification Definition Context ROW LanesTarget SpeedDaily Volume Capacity Freeway‐Owned and maintained by TxDOT‐Grade separated infrastructure‐Moves traffic through CityVaries Varies Varies >60 mph VariesPrimary Arterial‐Owned by City or TxDOT‐At grade traffic controlled by traffic signals‐Regional connections‐Capable of high traffic volumesUrban 109’ 4 or 630 mph 23,000 – 34,000Suburban 135’ 6 40 mph 45,000Rural 135’ 2 45 mph 16,500Secondary Arterial‐Primarily owned by City‐Serves citywide traffic‐Moderate levels of traffic‐Incorporates other modes of travelUrban 76’ 2 or 430 mph 11,000 – 23,000Suburban 110’ 4 35 mph 29,000Rural 110’ 2 40 mph 15,000Collector‐Owned and maintained by City‐Serves neighborhood traffic‐Low levels of trafficUrban 65’ – 70’ 2 30 mph 10,000Suburban 65’ 2 30 mph 11,500Rural 65’ 2 30 mph 12,000
Handout: Pedestrian Priority MethodologyID: 19‐2884 DATE: 1.28.20
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 20-184,Version:1
AGENDA CAPTION
Receive a report, hold a discussion, and give staff direction regarding updating the existing “Denton Municipal
Electric - Energy Risk Management Policy.”
City of Denton Printed on 1/24/2020Page 1 of 1
powered by Legistar™
City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Denton Municipal Electric
CFO: Antonio Puente, Jr.
DATE: January 28, 2020
SUBJECT
Receive a report, hold a discussion, and give staff direction regarding updating the existing "Denton Municipal Electric - Energy Risk Management Policy".
INFORMATION/BACKGROUND
The current DME Energy Risk Management Policy (“Policy”), approved by the City Council on May 7,
2019 by City Ordinance 19-110, provides an updated framework under which DME’s Energy Management
Organization (EMO) manages DME’s energy portfolio on a day to day basis, including control structures and protocols that provide for 1) segregation of duties and delegation of authority, 2) governance and oversight processes, 3) rigorous management reporting and 4) strict adherence to authorized hedging products and transaction limits.
The current Policy calls for the formal review and approval of the document along with its adoption by ordinance, of the City Council annually. In this update, DME’s Risk Management Committee continues to
refine and update the Policy. Highlights are described below:
• Incorporation of a detailed Hedge Plan as approved by the Risk Management Committee (RMC) in September 2019
• Updated Transaction Limits tables (Appendix B) to be consistent with DME’s 2019 Hedge Plan and to align with ERCOT CRR auction periods
• Minor clarifications, refinements and updates to other various sections of the document:
• Section 1.2 Objectives – Add a list of key objectives
• Section 2.1.3 - Changes to RMC meeting frequency to allow for greater scheduling flexibility
• Section 2.1.4 - Elimination of quarterly benchmarking analysis requirement by
outside consultant. DME plans to seek an external review of EMO operations and risk controls every 3-5 years.
City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com
• Section 2.2 Front, Middle and Back Offices - Update list of responsibilities for each group; clarify supervisory responsibility for each group
• Section 3.1 Market Risk Protocols – Notification procedures; limits to enabling agreements; executing market transactions for DME customers; documentation of energy transactions
• Section 3.4.2 Credit Limits – Updated to reflect current practices
• Section 4.2 Required Reports – Additional clarification of report contents; eliminate duplication
• Appendix A Portfolio Risks – Update discussion of the risks the EMO manages
• Appendix C Organizational Structure – Update to reflect current job titles and
reporting structure
On December 19, 2019, the DME Risk Management Committee reviewed and approved the updates to the
Risk Management Policy. In addition, the external firm Deloitte, also reviewed and provided comments to the proposed changes in this policy as part of the services the firm is providing to the City. This presentation was also scheduled on the Public Utility Board agenda for January 27, 2020. Staff will
share with Council feedback and direction it received from the PUB.
EXHIBITS
1. Exhibit 1: Agenda Information Sheet
2. Exhibit 2: Risk Policy Presentation 3. Exhibit 3: Proposed Updated Risk Management Policy (clean copy) 4. Exhibit 4: Redline of Proposed Updated Risk Management Policy
Respectfully submitted:
Philip DiPastena Senior Risk Control Analyst
Denton Municipal Electric January 2, 2020
Energy Risk Management Policy –2020 Update
CC ID 20-184 Presenter: Phil DiPastena
Background
Energy Risk Management Policy
Governance framework for managing risks inherent to the generation,
purchase and sale of energy to DME’s retail customers
Last updated in May 2019
Current Risk Policy requires review, approval and adoption by
ordinance of the City Council annually in January
Our outside consultant (Deloitte) has reviewed and provided
feedback on proposed changes
CC ID 20-184 Presenter: Phil DiPastena
2020 Update Key Changes
Add summary of 2019 Hedge Plan to Risk Policy (Appendix F)
Appendix B Transaction Limits
Revise Congestion Management Limits to align with ERCOT CRR Auction
periods
Revise Power & Gas, REC Transaction Limit tables to be consistent with
Hedge Plan
CC ID 20-184 Presenter: Phil DiPastena
Other Changes
Section 1.2 Objectives
Add list of key objectives
Add Risk Policy Adherence metric
Section 2.1.3 Meeting Frequency
Replace requirement that Risk Committee meet in specific months with just a
quarterly meeting requirement.
Eliminate specific month (January) that DME provides annual report to
PUB/Council on EMO activities; make it an annual requirement
Section 2.1.4 Outside RMC Support
Eliminate requirement that outside consultant performs a quarterly cost
benchmark analysis
DME plans seek a “health check” review of EMO operations and risk controls
every 3-5 yearsCC ID 20-184 Presenter: Phil DiPastena
Other Changes (Cont’d)
Section 2.2 Front, Middle and Back Offices
Update list of responsibilities of each group to reflect current practices
Clarify supervisory responsibility for each group
Section 3.1 Market Risk Protocols
Clarifications
Notification procedures executing hedges if approving authority out of office
Limits to the number of enabling agreements
Allow for possibility of market transactions at the request of DME customers
Recording and documentation of energy transactions
Section 3.4.2 Credit Limits
Updated to reflect current practices
Credit exposure measured every day
Negative changes to counterparty credit risk reported to the Risk Management Committee
CC ID 20-184 Presenter: Phil DiPastena
Other Changes (Cont’d)
Section 4.2 Required Reports
Additional clarification of report contents
Eliminate duplication (Risk Reduction Report)
Appendix C Organizational Structure
Updated to reflect current job titles, reporting structure
CC ID 20-184 Presenter: Phil DiPastena
Other Changes (Cont’d)
Appendix A Portfolio Risks
Update discussion of the risks EMO manages
DEC Outage Risk
Financial and operational impact DEC outages
Mitigated by
Preventative maintenance programs
Not over-committing DEC during periods we expect prices to be high
Use of outage insurance
Purchases of out-of-the-money call options
Volume risk associated with renewable resources
Delivery uncertainty (hour by hour, seasonal, annual performance)
ECA uncertainty risk on cash flow
Energy costs fluctuate with market prices, seasonal changes in DME load & DME supply
CC ID 20-184 Presenter: Phil DiPastena
Questions & Feedback
CC ID 20-184 Presenter: Phil DiPastena
Page 1 xx/xx/20
This document and any attachments thereto may contain information that is confidential, commercially-sensitive, proprietary, and/or public power
utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104, 552.110 and/or
552.133, and may be protected from required public disclosure.
PROPOSED
Denton Municipal Electric
Energy Risk Management Policy
Approved by the City Council of the City of Denton, Texas
City Ordinance No. 20-xxx
Energy Risk Management Policy
Page 2 x/x/20
Contents
SECTION 1 PROGRAM OVERVIEW .................................................................. 5
1.1 Introduction ............................................................................................................... 5
1.2 Objectives................................................................................................................... 5
1.3 Energy Risk Management Framework ....................................................................... 6
1.3.1 Organizational Objectives .............................................................................. 6
1.3.2 Risk Mitigation and Measurement ................................................................ 6
1.3.3 Portfolio Management ................................................................................... 7
1.3.4 Risk Control Infrastructure ............................................................................. 7
1.4 Procedures and Guidelines ........................................................................................ 7
SECTION 2 ORGANIZATION STRUCTURE ......................................................... 8
2.1 Risk Management Committee (“RMC”) ..................................................................... 8
2.1.2 Risk Management Committee Structure .......................................................... 8
2.1.3 Meeting Frequency, Voting, Member Vacancies and Reports ......................... 9
2.1.4 Outside RMC Support; Outside Review of Standard Reports; DME
Cooperation with Consultant; Quarterly Report from Consultant .......................... 10
2.2 Front, Middle, and Back Offices ............................................................................... 11
2.2.1 Front Office .................................................................................................. 11
2.2.2 Middle Office ............................................................................................... 12
2.2.3 Back Office ................................................................................................... 14
SECTION 3 MARKET RISK PROTOCOLS AND EXPOSURE CONTROL ................ 15
3.1 Market Risk Protocols .............................................................................................. 15
3.2 Authorized Transactions .......................................................................................... 16
3.3 Market Risk Control ................................................................................................. 16
3.3.1 Risk Tolerance .............................................................................................. 16
3.3.2 Transaction and Exposure Limits ................................................................. 16
3.3.3 Stress Testing ............................................................................................... 17
3.3.4 Model Validation and Controls .................................................................... 17
Energy Risk Management Policy
Page 3 x/x/20
3.4 Credit Risk Control ................................................................................................... 18
3.4.1 Credit Policies ............................................................................................... 18
3.4.2 Credit Limits ................................................................................................. 19
3.4.3 Counterparty Credit Function ...................................................................... 19
3.5 Information Systems and Models ............................................................................ 20
SECTION 4 RISK REPORTING ......................................................................... 21
4.1 Risk Management Reporting Policy ......................................................................... 21
4.2 Risk Committee Meeting Updates ........................................................................... 21
4.3 Transaction Valuation .............................................................................................. 22
SECTION 5 OTHER RESPONSIBILITIES AND POLICIES ..................................... 23
5.1 Organization-Wide Responsibilities ......................................................................... 23
5.2 Commercial Interests and Trading for Personal Accounts ...................................... 23
5.3 Acknowledgment of Policy Requirements ............................................................... 24
5.4 Adoption of Energy Risk Management Policy .......................................................... 24
Appendix A PORTFOLIO RISKS ...................................................................... 25
A.1. MARKET RISK ............................................................................................................... 25
A.1.1. Price Risk ........................................................................................................ 25
A.1.2. Volume Risk ................................................................................................... 25
A.1.3. Liquidity Risk .................................................................................................. 26
A.2. CREDIT RISK .................................................................................................................. 26
A.2.1 Credit Risk ....................................................................................................... 26
A.2.2. Funding Risk ................................................................................................... 27
A.3. OPERATIONAL RISK ...................................................................................................... 27
A.3.1. MODEL RISK ................................................................................................... 27
A.3.2. DENTON ENERGY CENTER OUTAGE RISK ...................................................... 27
A.4. REGULATORY RISK ....................................................................................................... 27
A.4.1 Carbon Cost .................................................................................................... 28
A.4.2 Changes to ERCOT market design .................................................................. 28
A.4.3 Ongoing changes to ERCOT Protocols ............................................................ 28
A.4.4 Regulatory Compliance ................................................................................... 28
Appendix B RISK EXPOSURE AND TRANSACTION LIMITS .............................. 29
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B.1 Risk Books ..................................................................................................................... 29
B.2 Risk Exposure Limits ...................................................................................................... 30
B.3 Portfolio Risk Exposure Limits ...................................................................................... 30
B.4 Open Position Management ......................................................................................... 31
B.5 Transaction Limits ......................................................................................................... 32
B.5.1 Bilateral or Financial Power Transaction Limits ............................................ 34
B.5.2 Congestion Management Transaction Limits ................................................. 35
B.5.3 Physical or Financial Natural Gas Transaction Limits ................................... 37
B.5.4 Renewable Energy Credit (“REC”) Transaction Limits .................................. 38
Appendix C ORGANIZATIONAL STRUCTURE .................................................. 40
Appendix D APPROVED TRANSACTION TYPES .............................................. 42
Appendix E FORWARD HEDGING STRATEGIES AND PLANS ........................... 45
Appendix F 2019 DME HEDGE PLAN ............................................................. 47
Hedge Plan Overview ............................................................................................... 47
Appendix G NEW PRODUCT/MARKET INSTRUMENT APPROVAL CHECKLIST . 49
Appendix H ENERGY RISK MANAGEMENT POLICY ACKNOWLEDGEMENT FORM
.................................................................................................................... 51
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SECTION 1 PROGRAM OVERVIEW
1.1 Introduction
The City of Denton’s municipally owned electric utility, operated under the trade name of Denton
Municipal Electric (“DME”), is in the business of providing affordable and reliable energy and
energy services to its customers in an environmentally sustainable manner. This Energy Risk
Management Policy (“Policy”) has been developed to establish a comprehensive framework for
DME to meet and exceed the overall goals and objectives set by the City Council, subject to
approved risk tolerances.
This Policy provides specific controls (e.g., segregation of duties, oversight, etc.) for the
management of strategic and operational risks and establishes guidelines for DME to plan,
execute and control the risks inherent in the generation, purchase and sale of energy for its retail
customers. The resulting framework shall govern DME’s energy portfolio activities through which
City Management and DME personnel identify, capture, measure, manage, control, monitor and
report financial and other risks. This program specifically addresses management of energy
portfolio risk and provides a framework to maintain proper controls over portfolio activities as
they change over time.
1.2 Objectives
The objectives of this Risk Policy are as follows:
1. Identification of inherent risks associated with procurement of energy and ancillary
services to serve the retail load of DME’s customer/owners.
2. Periodic and consistent measurement and reporting of risks
3. Establishment of acceptable risks levels
4. Identification of authorized risk management transactions, volumes, terms and authority
levels for all employees, committees, and boards involved in execution of risk
management transactions.
5. Establishing disciplinary actions for violation of risk management policy including trading
limits
DME’s energy portfolio consists of its assets such as power plants, power supply contracts of
varying delivery patterns and maturity, wholesale physical and financial hedges1, congestion
management trades, ancillary service requirements and retail load obligations. A number of
inherent risks are associated with DME’s energy portfolio, including market (price) risk,
volumetric risk, operational risk, organizational risk, counterparty credit risk, liquidity (funding)
1 As used in this Policy, physical and financial hedges are market transactions used to offset pre-financial existing
risk in the portfolio, and are generally used to reduce price exposure associated with DME supply and demand,
price volatility or transmission congestion.
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risk, and regulatory/legal risks (for more detail, see Appendix A for a summary of DME’s portfolio
risks).
DME manages these risks to achieve its core business objectives of delivering energy to its
customers at reasonable and stable rates. Key risk management objectives and performance
measures are shown in the table below.
Objective Performance Metric
Reduce risk Reduction in exposure to price volatility and volumetric
variability
Competitive costs Comparison of actual energy costs (including hedges and
ERCOT balancing transactions, but excluding PPAs) to the
average annual ERCOT Day Ahead Market (DAM) price, plus a
hedging premium
Reasonable rates Comparison of DME average rate to that of other Texas
municipal utilities
Risk Policy Adherence Identification, reporting and disciplinary action of policy
violations
1.3 Energy Risk Management Framework
DME’s Energy Risk Management Policy is built around a framework that includes the following
four elements: Organizational Objectives, Risk Mitigation, and Measurement, Portfolio
Management and Risk Control Infrastructure. Each of these elements is discussed further below.
1.3.1 Organizational Objectives
The Risk Management Committee (“RMC”) approves goals, strategies, and objectives
which help define the appropriate portfolio management activities that are undertaken
by DME. This is done in coordination with strategic and business planning activities
conducted to establish the budget and through periodic strategic planning activities.
1.3.2 Risk Mitigation and Measurement
As part of clarifying organizational objectives, this Policy defines the EMO’s role in
identifying, measuring and mitigating energy risks. DME’s risk mitigation practices focus
on implementation of the approved Hedge Plan for mid to long term risk mitigation and
inside the month risk management activities to meet required targets, along with
transaction and risk exposure limits.
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1.3.3 Portfolio Management
DME engages in transactions that are conducted in accordance with hedging targets and
risk management and transaction limits specified in connection with this Policy and in
broader DME policies and operating procedures.
1.3.4 Risk Control Infrastructure
DME maintains a collection of internal controls, systems, and processes necessary to
achieve the objectives of this Policy. These controls comprise DME’s energy risk control
infrastructure and includes provisions for:
• Energy Risk Management Organization Structure and Responsibilities
• Transaction and Risk Exposure Targets and Limits
• Portfolio Position Tracking
• Risk Measurement and Mitigation
• Performance Measurement
• Management Reporting
• Operating Procedures
1.4 Procedures and Guidelines
This Policy prescribes the management, organization, authority, processes, tools and systems to
monitor, measure, control and mitigate market risks through DME’s energy management
activities. Upon adoption by the City Council, this Policy shall be implemented through a
supporting set of standard operating procedures (“EMO Procedures Manual”). The operating
criteria and parameters shall be updated as necessary to reflect changes in market conditions
and staffing levels. All standard operating procedures shall be approved by the RMC.
All departmental procedures that may impact DME’s energy portfolio shall be in full compliance
with this Policy. DME executive management shall evaluate the degree of detail necessary in the
operating procedures and may require that additional procedures be developed and
implemented.
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SECTION 2 ORGANIZATION STRUCTURE
2.1 Risk Management Committee (“RMC”)
While the leadership of the Front, Middle and Back Office groups, along with the DME General
Manager regularly review executed transactions, monitor proximity to transaction limits and
oversee the implementation of DME’s portfolio management activity, consistent with industry
best practices, the executive oversight of DME’s energy management activities is conducted
through the Risk Management Committee (“RMC”). The RMC is also responsible for activities
governed by this Policy and ensuring that Policy requirements are met. The RMC membership is
be comprised of five voting members and two non-voting members.
2.1.1. Risk Management Committee Responsibility
The RMC has the responsibility for executive oversight over the Program, which includes:
▪ Understanding DME’s risk management objectives as described in Section 1.2 above and
risk tolerances as described in Appendix B.3 and B.4.
▪ Approving annual risk plans, targets and limits as reflected in DME’s proposed annual
budget and Hedge Plan.
▪ Ensuring Program strategies are consistent with overall City goals and obligations.
▪ Reviewing this Policy at least annually and making recommendations for changes to the
City Council and Public Utilities Board.
▪ Reviewing and monitoring DME’s progress in managing its hedging plans/targets as
described in Appendix E and proximity risk exposure limits specified in Appendix B.3.
▪ Understanding and discussing DME’s energy-related financial risk exposures and DME’s
strategies for monitoring and controlling these exposures.
2.1.2 Risk Management Committee Structure
The voting members are:
• PUB Chair (or designee)
• City Manager (or designee)
• DME General Manager (Chairman)
• DME Regulatory & Risk Division Manager (or designee)
• City’s Director of Finance (or designee)
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The non-voting members, both acting solely within their respective responsibilities set out
in the City’s Charter, are:
• City Auditor (or designee)
• City Attorney (or designee)
2.1.3 Meeting Frequency, Voting, Member Vacancies and Reports
1. As needed, but no less than quarterly, the RMC shall meet to review EMO
operations as described in Section 4.2. The Chair of the RMC shall provide at
least five (5) business days’ notice to the members.
2. Any member of the RMC can request a meeting to address circumstances or
issues that may require immediate attention.
3. As needed, but not less than annually, the RMC reports results of DME’s energy
management activities and compliance with this Policy to the Public Utilities Board
and the City Council
4. Each of the five voting members shall have a single vote on matters that come before
the RMC and a voting member, or designee, must participate in the RMC meeting in
order to vote and approve a proposed action. If a voting member is unable to attend
an RMC meeting in person or by telephone, the member may designate an alternate
to vote in his or her absence. A quorum of at least four (4) voting members is required
for a vote to take place. The RMC makes decisions and take actions by a simple
majority vote. If the RMC reaches an impasse that cannot be addressed through a
vote, the DME General Manager may make a final decision by the end of the next
business day on the issue and shall immediately notify all RMC members by email.
5. In cases where a member of the RMC leaves the employ of the City, the City Manager,
upon consultation with the DME General Manager, will resolve the RMC vacancy by
making an interim appointment at his discretion.
6. A standard set of reports shall be prepared and distributed by the Chairman in
advance of each RMC meeting. The DME Compliance Officer, or his/her designee will
act as Secretary to the RMC and will document all meetings and actions taken by the
RMC in meeting notes that will be distributed to RMC members for their review and
acceptance. Risk Policy compliance and risk position reports will be presented the
RMC in a form that is approved by the RMC and which may be amended as
determined necessary by the RMC. When establishing the standard set of reports,
the RMC will consider the requirements set out in 2.1.3.
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7. Meeting notes approved by the RMC will be distributed by the City Attorney to the
RMC members, the City Manager, City Council and PUB.
8. As Chairman of the Risk Management Committee, the DME General Manager is
responsible for all DME energy management activities, including the day-to-day
efforts of the risk control function. At a high level, these responsibilities include
understanding and measuring market risk, validating risk mitigation activities,
hedge strategy compliance and risk reporting.
2.1.4 Outside RMC Support; Outside Review of Standard Reports; DME
Cooperation with Consultant; Quarterly Report from Consultant
1. The City Manager may employ a consultant who directly reports to the City
Manager to provide independent support to the RMC including, but not limited
to:
• Assessment of energy markets including energy news and counterparty
information relevant to DME’s risk management and hedge positions
• Independent monitoring of DME’s risk and policy limits as defined and
approved in this policy
• Review of DME’s front office hedge strategy and recommendations for
potential improvements
• Independent review of DME’s executed hedge positions for compliance with
this policy
• Review of DME’s hedge positions and portfolio, including review of
o Risk report
o Position reports
o P/L reports
o Counterparty exposure reports
o Settlements reports
• Support in the ongoing development of DME’s RMC standard set of reports
• Attendance at DME’s RMC quarterly meetings and other RMC meetings
• Other tasks and responsibilities as may be determined important by the City
Manager.
2. The standard reports prepared by DME for the meetings shall be provided to the
City Manager at least 5 days before the date of the meeting and the same shall be
reviewed by a consultant who reports directly to the City Manager.
3. DME shall cooperate with all requests of the consultant.
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4. In conjunction with the quarterly RMC meetings, the consultant will provide a
report to the RMC which will include, but not limited to:
• Risk and position reports
• Benchmark analysis
• Recommendations, as needed, for changes to DME’s risk management
program
2.2 Front, Middle, and Back Offices
The “Front-Middle-Back Office” model provides for segregation of duties and efficient
administrative support. It is a way to segregate DME energy management activities into
transactional (“Front Office”), independent risk control and transaction compliance (“Middle
Office”) and financial, accounting, and contract administration support (“Back Office”)
functions.
2.2.1 Front Office
The Front Office is primarily responsible for managing the energy supply portfolio
associated with DME’s wholesale market activities and directing its daily physical and
financial trading.
The Front Office directly executes physical or financial transactions to support activities
such as management of fuel, power, congestion, ancillary services, environmental
attributes, and wholesale sales activities as well as develops measurable hedge strategies
and plans at least annually (see Appendix E for details on hedging framework).
Specific responsibilities of Front Office personnel include:
1. Developing and implementing strategies that are consistent with program
objectives and this Policy.
2. Monitoring the energy markets including determining the forward prices for
products traded by the EMO (“marking curves”) structural/regulatory changes,
counterparty activity and financial wherewithal, market liquidity, and new supply
and hedging instruments.
3. Advising the RMC of significant changes in the market and in the liquidity of
approved hedging instruments, along with advising the RMC of the need for seeking
Council approval of in new hedging instruments that may help DME achieve its risk
objectives. New hedging instruments shall be approved based on the guidelines
shown in Appendix E – New Product / Market Instrument Approval Checklist.
4. Managing the portfolio of positions in physical and financial energy and energy-
related commodities in a manner consistent with DME’s risk management
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objectives and the corresponding Hedge Strategies contained in Appendix E –
Forward Hedging Strategies and Plans.
5. Executing physical and financial transactions with approved counterparties.
6. Recording details of financial and physical transactions for DME’s risk information
system.
7. Ensuring that transactions are in compliance with DME’s Energy Risk Policy.
8. Functioning as the primary point of contract and as an active participant in the
ERCOT stakeholder processes.
The Front Office oversight role is accomplished through supervisory review and approval.
DME’s Front Office consists of Market Operations and the Market Analytics group and
reports to the Assistant General Manager or the functional manager of the EMO.
2.2.2 Middle Office
The Middle Office is responsible for monitoring compliance with this Policy, for
determining that energy transactions and exposures are within authorized limits and
meet minimum targets, identifying any violations of the limits in this Policy and reporting
any such violations to the General Manager and Assistant General Manager, and for
reporting the market exposure associated with all transactions entered into by the Front
Office on an ongoing basis. The Middle Office institutes and reviews energy portfolio
management activities, such as portfolio credit exposure, transaction compliance and
approval of counterparties. The Middle Office also quantifies and reports risk exposure
(including both price and volumetric uncertainty). If, in the opinion of the Middle Office,
hedge decisions do not achieve program objectives, the Middle Office will determine why
the objectives are not achieved and recommend to the Front Office, changes to existing
and proposed hedge transactions and positions. In the event there is no consensus
between the Front Office and the Middle Office, the Middle Office with recommend
changes to the RMC on potential changes to the hedge transactions and the rationale for
such recommended changes.
The Middle Office responsibilities include monitoring DME’s energy management risk
exposures and mitigation measures and ensuring compliance with policies, guidelines,
and procedures. In connection with this responsibility, the Middle Office maintains a
compliance log of any operational and/or procedural violations, which will be reported to
the RMC each quarter. Alleged violations of and policy or procedures will be immediately
reported to the General Manager and the Assistant General Manager.
Additionally, the Middle Office is responsible for recommending to the RMC when
changes in policy or operating procedures are required. These recommendations may
involve the temporary or permanent halting of transactions with one or more
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counterparties, and any other topic the Middle Office believes represents potential
unacceptable risk exposure.
The Middle Office adopts and updates, as necessary, the Energy Risk Management Policy
after such updates are adopted by the RMC, guidelines and procedures so that portfolio
management functions occur in compliance with Energy Risk Management Policies and
energy risk procedures and guidelines.
Specific responsibilities of the Middle Office include the following:
1. On a daily basis, confirms and reconciles physical and financial transactions,
including conditions, quantities, and amounts to be paid and dates. The Middle
Office verifies the mark for every position that has been entered into the system of
record by Front Office and to ensure that the terms recorded and understood by
DME to match the terms actually agreed upon with counter parties and/or brokers.
2. Compares energy portfolio to the market (market to market) by collecting and
validating market prices, and preparing position reports identifying the financial
positions, physical positions, anticipated physical exposures, and the market value
of the energy portfolio(s) on a position-by-position and aggregate basis.
3. Operates risk measurement, performance, and valuation models, including various
stress tests.
4. Prepares routine risk reports, including those identified in Section 4.2 – Required
Reports.
5. On a daily basis, confirms that all exposures and activities comply with authorized
market instruments as contained in Appendix D – Approved Types, the risk limits as
contained in Appendix A – Risk Exposure and Transaction Limits and hedge coverage
targets as contained in Appendix E – Forward Hedging Strategies and Plans. In doing
so, the Middle Office monitors transactions and position limits, review daily
positions, and activity reports, and ensures that trading instruments are in
compliance with current hedging strategies and are permissible.
6. Follows the remedial actions process in the event of any risk limit or hedge target
breaches.
7. Ensures all transactions are in compliance with DME’s Energy Risk Policy.
8. Generates and sends written confirmations to counterparties to ensure terms and
conditions are mutually agreed upon.
9. The specification of position valuation methods.
10. Calculates and reports the credit risk position of DME with counterparties.
Communicates to the Front Office any counterparties that have exceeded allowed
credit risk and are prohibited from further trading activities.
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11. Maintains all counterparty enabling agreements and ensures that only enabled
counterparties are populated and authorized in the system of record.
The Middle Office reports to the DME Regulatory & Risk Division Manager.
2.2.3 Back Office
The Back Office’s primary responsibility is to ensure that financial records of DME’s energy
management operation accurately reflect the current state of energy risk management
and power supply portfolio management activity. The Back Office is responsible for
invoice checkout, verifying supply payments, invoicing, and settlements. The Back Office
is also responsible, in coordination with City of Denton Finance, AR, and AP departments,
for accurately calculating and booking the financial results of energy transaction activities,
billing, and accounts payable, as well as recording, reporting and accounting for risk
management and hedging. Specific responsibilities of the Back Office include the
following:
1. Supports accounts payable and receivable operations.
2. Coordinates with City Finance the recording of all revenue and expenses in the
general ledger and other subsidiary ledgers when appropriate.
3. Coordinates the recording of posted cash receipts and revenues with City Finance
to the appropriate subsidiary ledger.
4. Settles transactions (verification, accounts payable/receivable)
5. Develops and maintain documentation outlining standard procedures for
performing the settlement functions described herein.
6. Notifies the Front Office, Middle Office, and the General Manager of any
discrepancies that result from the reconciliation process.
7. Oversees the safekeeping of transaction-related documents.
8. Maintains funding and reconciles and records activity in cash accounts held with
other ERCOT and other market participants.
The Back Office reports to the Executive Manager of Energy Services and Administration.
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SECTION 3 MARKET RISK PROTOCOLS AND EXPOSURE
CONTROL
3.1 Market Risk Protocols
The following market risk protocols shall govern DME’s participation in wholesale energy
markets. Specific limits, methodologies, reports, operational procedures and approval processes
are detailed in the EMO Procedures Manual.
• DME will ensure that it has full knowledge of its energy portfolio position and the resulting
exposure, and understands the implications of its energy management activities;
• Only personnel authorized by the DME General Manager, or his designee, pursuant to a
written Delegation of Authority Memorandum or email copied to the middle office can
transact on behalf of DME in the wholesale energy market (see Transaction Limits section of
Appendix B);
• Personnel involved with DME’s energy management activities will ensure they obtain
competitive prices, transact based upon competitive market conditions and that
counterparty credit risk is diversified by setting up master enabling agreements [such as the
International Swaps and Derivatives Association, Inc. (ISDA), Edison Electric Institute (EEI),
and the North American Energy Standards Board (NAESB)] with as many pre-qualified
financial counterparties as deemed necessary by the Front Office.
• DME may only transact in wholesale energy-market products authorized by this Policy and at
retail price levels stipulated in the current rate manual or as approved by the PUB or City
Council as applicable.
• DME may only transact within transaction limits approved and defined in this Policy.
• All energy transactions will be carried out on recorded phone lines, electronic trading
platforms, via electronic media (including email and other online methods) or other media
that can be recorded and documented;
• Metrics for assessing DME’s market risk exposure will be specified, measured, monitored,
and reported on a regular basis to the RMC;
• On a daily basis, all wholesale market transactions will be recorded in the official system of
record which will capture and report physical and financial positions so that each can be
reviewed separately and in total so that net volume and price risk and collateralization
requirements can be accurately assessed and managed in real time. This system will also
serve as a central check and balance tool; therefore, it will allow for reconciliation of physical
and financial confirmations with transactional input. This system will also support and report
risk information.
• Models and inputs for valuation and risk measurement and mitigation shall be subjected to a
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validation and change control process. The models employed and associated processes shall
be described in detail in the EMO Procedures Manual.
3.2 Authorized Transactions
Authorized types of transactions are addressed in Appendix D of this Policy. These transactions
types are, and shall continue to be, focused on supporting the energy portfolio goals of the City
Council and this Policy.
3.3 Market Risk Control
An important element to any energy risk management and mitigation program is the regular
identification, measurement, and communication of market risk. DME’s net “open” position (i.e.,
whether it needs to buy or sell energy products on a daily, hourly, monthly or annual basis to
balance the energy portfolio) and the market exposure associated with its net open positions
shall be quantified and compared against exposure limits contained in this Policy and discussed,
on a regular basis, with the RMC.
Market exposure associated with these net positions shall be quantified using forms of
measurement approved by the RMC. The market exposure measurement criteria shall be
reviewed at least annually and consider changes in DME’s net positions and existing and
projected market conditions. The Middle Office shall have primary responsibility for coordinating
the development, maintenance, and modification all market measurement methodologies within
DME and for recommending approval of these methodologies by the RMC.
3.3.1 Risk Tolerance
For the purposes of this Policy, DME’s Energy Risk tolerance is defined by the degree of
uncertainty that DME can accept in its future financial ratios and customer rates on a
projected basis.
DME’s Energy Risk tolerance and measurement of Energy Risk shall include “at risk” forms
of risk measurement such as Cash Flow at Risk (“CFaR”) or Value at Risk (“VaR”),
augmented with scenario analysis and stress testing. These forms of risk measurement
are described in more detail in Appendix A – Risk Exposure and Transaction Limits and in
sections of the EMO Procedures Manual.
3.3.2 Transaction and Exposure Limits
The setting of and the adherence to transaction limits is an important control element to
ensure DME does not assume greater aggregate energy market exposure than is intended
and helps ensure that the transaction strategy level is appropriate at various levels of
aggregation (e.g. by commodity, delivery period, strategy, energy portfolio, etc.).
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Appendices B and D, along with the EMO Procedures Manual, contain the Approved
Transaction Types and the Transaction Limits for DME. It is the responsibility of the Front
Office, Middle Office and the RMC to utilize these limits to manage and mitigate risk-
taking activities. The Front Office shall be responsible for maintaining exposures within
prescribed limits and for recommending changes to those limits to the RMC when market
conditions or operating circumstances result in limits becoming ineffective or
inappropriate in controlling these activities.
The Middle Office shall be responsible for monitoring compliance with the Transaction
Limits and obtaining approval from the RMC for any changes to Transaction Limits or the
Transaction Limit structure. It is the responsibility of the Middle Office and Front Office
to ensure that Transaction Limits are strictly enforced.
3.3.3 Stress Testing
In addition to mitigating and measuring financial exposure using the methods above,
stress testing is used to examine performance of the energy portfolio under extreme
adverse conditions.
In stress testing, extreme market conditions are applied to the portfolio to determine how
the portfolio will perform under such conditions. Stress testing requires thorough
evaluation of past market periods to determine those that would represent severe
outcomes. In addition, the performance of the portfolio is also estimated for individual
and combined potential market conditions. Such conditions are intentionally chosen to
represent adverse conditions and combinations of conditions, even if they are extremely
unlikely.
The Middle Office shall design and maintain a stress testing program, in consultation with
the Front Office. The stress testing approach shall be reviewed by the Middle Office
regularly, and the stress testing program shall be presented to the RMC for review on at
least an annual basis.
3.3.4 Model Validation and Controls
A risk commonly faced by those involved with energy management activity is model risk—
the risk that either the methodology or assumptions used to value the portfolio becomes
invalid. Inaccurate assumptions and incorrectly designed models can cause risk
management problems in every market. However, the complexity of energy models and
their extended lifetimes, make these problems especially common in the energy markets.
Model risk occurs primarily for two reasons:
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• The model may have fundamental errors the user is unaware of and may produce
inaccurate outputs when viewed against the design objective and intended business
uses.
• The model may be used incorrectly or inappropriately.
Ensuring adequate model documentation is an important control for managing
modeling risk. This requires both organizing model information and accountability from
people using and developing models.
DME keeps a record of all internally and externally developed models used in its operation
(see EMO Operating Procedures 1-4), including:
• a description of the information input component (assumptions and data used by
the model, including quantitative approaches whose inputs are partially or wholly
qualitative or based on expert judgment),
• version control (when key model inputs or model processes change)
• processing component (which transform inputs into estimates), and
• reporting component (which translates the estimates into useful business
information).
The Middle Office will review and validate models used by DME and report to the RMC
annually.
3.4 Credit Risk Control
Credit Risk is the potential impact on DME’s financial performance due to the chance of non-
performance in payment or delivery (either physical or financial) by an energy entity that has
executed a commercial agreement with DME to buy and sell energy (“counterparty”).
DME actively mitigates its energy credit risk by making informed decisions regarding which
counterparties to transact with and to what degree. Credit risk is defined as the risk of
counterparty nonperformance, or failure to deliver its obligation (whether with an energy
product or the payment of amounts owed).
3.4.1 Credit Policies
DME mitigates its energy credit risk by
• Incorporating the expected transacting volumes, timing, and expected energy prices,
when establishing an energy credit risk tolerance for a calendar year;
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• Assessing counterparty creditworthiness and establishing credit limits for
counterparties based on that assessment;
• Requiring a counterparty to be assigned a credit limit prior to transacting with it;
• Monitoring and assessing market and counterparty events to adjust credit limits as
appropriate; and
• Calculating and reporting the maximum expected loss if a counterparty defaults
(“counterparty credit exposure”).
3.4.2 Credit Limits
The EMO Procedures Manual includes a credit limit framework for DME’s counterparties
based on various factors such as debt ratings and financial statistics. Specific counterparty
credit limits include consideration of financial ratios, audited financial statements, and
asset quality. Credit limits and credit exposure based upon the trades in place with each
counterparty and the market price for the net long or short positions with each is
measured every day by the Middle Office. At least semi-annually the credit strength of
each counterparty that DME is exposed to will be evaluated by the Middle Office, or
immediately if their business conditions change or their credit rating has been
downgraded and negative changes that have the potential to increase DME’s credit risk
will be reported to the RMC.
Prior to execution of any transaction with a counterparty, the Front Office verifies that
the counterparty has available credit. In addition, no transaction shall be executed that
will cause the counterparty credit limit to be exceeded unless explicitly approved by the
RMC.
3.4.3 Counterparty Credit Function
The counterparty credit function concerns counterparty credit analysis and approval of
new and existing counterparties as well as the calculation, aggregation, monitoring and
reporting of credit exposures. In addition to those activities mentioned in section 3.1, the
Middle Office manages DME’s credit function.
The objective of the counterparty credit function is to minimize the potential adverse
financial impacts on DME in the event of a potential default by a counterparty. The
counterparty credit function will minimize DME’s credit exposure and potential adverse
financial impacts by:
• Establishing a credit risk mitigation structure within the energy risk management
program;
• Providing a framework to enable DME to qualify energy suppliers and transact with
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approved counterparties;
• Determining counterparty transacting parameters (“transaction limits”) to
conservatively control and measure DME’s exposure to any one supplier; and
• Implementing conservative business processes and procedures (to be included in the
EMO Procedures Manual) to gather and monitor financial information on each
counterparty to estimate counterparty credit exposures
3.5 Information Systems and Models
Energy risk management information systems consist of the data, models and other software and
hardware used to collect, analyze, test, and validate transactions within DME’s portfolio in order
to monitor and control risk. Although various departments within the City of Denton or DME
may have responsibilities for using and maintaining DME’s risk management systems, the Middle
Office shall have overall responsibility for ensuring that the systems are sufficient to perform the
risk management functions outlined in this Policy.
As part of a service level agreement with the City of Denton Technology Services, the Middle
Office shall also be responsible for maintaining the security, integrity and reliability of the
software used for energy risk management purposes (e.g. valuation models, administrative and
reporting software, energy risk management databases, etc.).
In accordance with the service level agreement which is currently followed between DME and
the City of Denton Technology Services, Technology Services shall be responsible for maintaining
the integrity and reliability of the hardware used for both energy management and energy risk
management purposes, including business continuity, disaster protection and recovery plans.
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SECTION 4 RISK REPORTING
4.1 Risk Management Reporting Policy
Key to energy risk management is the monitoring of risks and the accurate and timely information
that must be provided to all parties involved in any aspect of energy risk management to allow
them to perform their functions appropriately. The separation of execution and reporting
responsibilities ensures that timely and accurate information is being reported.
On an annual basis, the RMC Chairman will meet with the PUB and City Council and provide
details of the DME’s forward purchases, market exposure, credit exposure, counterparty credit
ratings, transaction compliance and other relevant data. In addition, DME will provide periodic
training to the PUB and Council on energy market fundamentals and commodity trading best
practices to help facilitate more productive risk meetings.
4.2 Risk Committee Meeting Updates
Minutes and meeting materials from quarterly RMC meetings will be distributed to the PUB and
Council for their review.
At a minimum, quarterly RMC meetings will include a review of the following topics:
Controls Compliance
Identification of any activities that have exceeded permissible limits. The General
Manager or his/her designee will provide details of the causes of any limit
violations, the measures taken to mitigate future violations and a report of any
disciplinary actions taken as a result of such violations.
Hedge Target Compliance
Provides an update on progress on executing latest hedge plan execution
timetable.
Portfolio Competitiveness
Provides a comparison of latest 12-month cost/MWH vs ERCOT spot markets (Day-
Ahead and Real-Time Market) and compares the market value of renewable
resources to their contract costs.
Credit Exposure
Identifies the credit limit for each counterparty, current level of exposure with the
counterparty, and remaining available credit. Also includes an update on current
ERCOT credit requirements and thresholds.
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4.3 Transaction Valuation
DME’s financial records will be maintained in full accordance with generally accepted accounting
principles (“GAAP”), Government Accounting Standards Board (GASB) and will be consistent with
FERC Uniform System of Accounts.
Front, Middle, and Back Office functions shall coordinate their efforts and maintain vigilance to
ensure that DME’s energy management transactions and risk exposures are accurately valued in
an unbiased manner. Transaction valuation and reporting of positions shall be based on
objective, market-observed prices or models.
Open positions (i.e., whether DME needs to buy or sell energy on a daily, hourly, monthly or
annual basis to balance customer loads against available resources) should be valued (“marked-
to-market”) daily, based on consistent valuation methods and data sources. Whenever possible,
these valuations shall be based on independent, publicly available market information and data
sources (e.g., Bloomberg, Reuters, NYMEX, ICE, broker quotes, etc.).
As noted in Section 2.2.2, the specification of position valuation methods is the responsibility of
the Middle Office and is subject to RMC review. The Middle Office is responsible for obtaining
and disseminating market pricing information (Section 2.2.2, item 2, page 13) in a timely and
consistent manner, along with maintaining and updating transaction data and information
sources used for trade evaluation (Section 2.2.2, item 1, page 13). The Middle Office is also
responsible for assuring that data used for energy risk management calculations represent
accurate and timely information available from reputable market or internal sources (Section
2.2.2, items 1 and 2, page 13).
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SECTION 5 OTHER RESPONSIBILITIES AND POLICIES
5.1 Organization-Wide Responsibilities
It is the policy of DME and the City of Denton that all personnel adhere to standards of integrity,
ethics, conflicts of interest, compliance with statutory law and regulations and other applicable
standards of personal conduct.
The willful misrepresentation or concealment of information regarding portfolio management
and/or risk management activities from senior management or any person responsible for the
accurate tracking and reporting of such activities shall result in disciplinary action up to and
including termination in accordance with DME and City of Denton policies and possible legal
action as allowed or required by law.
As an employee of the City of Denton, all DME personnel involved with its energy management
activity should not have an expectation of privacy in the conduct of their duties. At any time,
recorded phone calls and electronic transactions, emails, texts, etc. may be reviewed to ensure
appropriate conduct or to review transactional information.
5.2 Commercial Interests and Trading for Personal Accounts
All DME personnel who have any specific responsibilities delineated under this Policy or in the
EMO Procedures Manual, are prohibited from engaging in the activities listed below:
• Physical or financial trading of any commodities stipulated in this Policy or in supporting
departmental procedures for their own account
• Holding an undisclosed interest in any account or corporate entity (other than DME), which
is used to trade the commodities described above.
If there is any doubt as to whether a prohibited condition exists, then it is the employee’s
responsibility to disclose and discuss the possible prohibited condition with their supervisor. In
addition, any employee receiving taxable income from any person or business doing business
with DME must file a Conflicts Disclosure Statement in accordance with Chapter 176 of the Texas
Local Government Code. Failure to comply with these requirements may result in disciplinary
action up to and including immediate termination of employment, in accordance with DME and
City of Denton policies.
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5.3 Acknowledgment of Policy Requirements
All DME personnel connected with the energy risk management program must sign a statement
attesting that they have received, read, and understand this Policy document and the City of
Denton policies regarding employee conduct. A sample statement is provided in Appendix G.
5.4 Adoption of Energy Risk Management Policy
The Energy Risk Management Policy shall be formally reviewed, approved and adopted by
ordinance of the City Council annually in the second quarter of the City’s fiscal year.
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Appendix A PORTFOLIO RISKS
As an electric utility, participation in physical and financial energy markets exposes DME and its
customer/owners to the risks of cost and pricing uncertainty, revenue and commodity market
volatility, and uncertainty in meeting budget targets and the Energy Cost Adjustment (ECA)
component of its retail rates. These risks may be broadly categorized into three risk categories:
market, credit, and operational. Each category of risk is described below. The categories are not
entirely separate: disruptions of planned operations, for instance, can expose a utility to the risk
of having to enter into unforeseen transactions in adverse market conditions.
The following section provides descriptions of the energy-related risks the Policy is intended to
address.
A.1. MARKET RISK
DME manages energy purchases and sales with the goal of reducing the business risks associated
with its obligation to serve energy to its customer/owners. These risks include volume-related
and price-related risks.
A.1.1. Price Risk
Because of continual changes in the supply and demand for electricity, significant price
changes can occur over a short time frame, otherwise known as price volatility. High price
volatility means a high degree of uncertainty about the level of prices in the immediate
time frame and the future. DME’s price risk takes several forms, including: 1) exposure
to changes in spot prices which DME faces in purchasing electric energy from the ERCOT
market, 2) forward price risk of anticipated purchases or sales of power or fuel in the
future and 3) the cost of energy-related products and services such as congestion revenue
rights and ancillary services.
Price risk also includes the basis risk associated with potential differences in the price of
a commodity between geographic locations that is inherent in the ERCOT and physical
natural gas markets. For example, whenever DME must purchase power to satisfy native
load requirements or is exposed to natural gas price uncertainty at various physical
delivery points, DME is financially at risk due to the uncertainty in transmission or
transportation costs between various locations.
A.1.2. Volume Risk
Volume Risk refers to uncertainty in the quantity of a commodity or service demanded,
acquired, or supplied that has a potential economic impact. A primary volume risk for
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DME is the uncertainty associated with the amount of load DME will be required to serve.
Weather conditions affect customer energy usage, and weather changes make
forecasting of load and non-dispatchable resources a challenge, causing actual quantities
to deviate from forecasts. Forced or unexpected outages of generation resources also
impact DME’s volumetric risk. Generation levels from renewable energy resources are
based upon the weather conditions experienced at the location of the renewable
resources. EMO Operating Procedures 1-4 contain details about DME’s processes for
developing forecasts of expected volumes associated with its portfolio of load and
resources.
A.1.3. Liquidity Risk
DME transacts business in commodity markets that have inherent liquidity risk. Liquidity
risk for DME arises when its intended transaction quantities exceed the size of current
market bids (to buy) and offers (to sell). When DME desires to execute a transaction for
a volume/quantity in excess of current market bids or offers, potential counterparties
may be unwilling or unavailable to transact with DME. Transactions of nonstandard sizes
and types also present liquidity risks.
Liquidity risk should also be considered with regard to positions thought to be offsetting,
but that may become open in the event that a counterparty defaults on their transaction
responsibility (also referred to as “default risk”). It may be difficult to replace defaulted
transactions on short notice. If a position must be covered quickly, the price of the
necessary replacement transaction can be worse than if no urgency existed, especially if
the potential counterparties know about the urgent need, putting DME as a significant
disadvantage.
A.2. CREDIT RISK
DME is at risk if a customer, supplier or trading counterparty is unable or unwilling to fulfill its
present or future contractual obligations to deliver power or fuel, or to make a timely payment
of invoices or collateral.
A.2.1 Credit Risk
Credit Risk equals the potential replacement value of counterparty contractual
obligations to deliver or receive power or fuel, or to make a timely payment to settle a
financial contractual obligation. The potential financial impact from counterparty
defaults is significant. DME’s credit risk is addressed in a separate Credit Risk
Management Policy.
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A.2.2. Funding Risk
Funding risk is related to credit risk. This term refers to the risk that DME might have to
pay margin or post collateral to meet requirements to securitize its credit under credit
provisions of Power Purchase Agreements, wholesale energy market, or to meet margin
requirements for cleared contracts. In the event of significant funding risk associated with
the default of a counterparty or the inability of the DEC to produce energy resulting in
large replacement energy costs, the City of Denton’s reserves would be required to
provide cover costs.
A.3. OPERATIONAL RISK
The term operational risk is often used as a catch-all category intended to include all risks that
are not explicitly designated by other names, such as market risk, volume risk, liquidity risk, and
credit risk. Operational risks include problems of several types that can have adverse financial
consequences, and that relate to the operations of DME’s energy portfolio, identification and
control of risks, and processing and settlement of transactions. One such risk is Model Risk.
A.3.1. MODEL RISK
Model risk is a form of systems risk associated with unrecognized deficiencies of
information systems used to in value transactions. A model may incorporate assumptions
to derive unobservable pricing parameters from observable ones. There is a risk that a
particular model used to value a transaction may not properly capture the value and risks
of the transaction, and that its deficiencies may emerge only after the fact, following
unfavorable market movements.
A.3.2. DENTON ENERGY CENTER OUTAGE RISK
A forced or unexpected outage of the DEC when the output from the units are
anticipated to be used to hedge market price risk due to lower than expected renewable
energy generation is an operational risk. This risk is mitigated by a) preventative
maintenance programs designed to minimize forced outages b) not over-committing
energy and capacity from the DEC during times of likely high prices, and c) the use of
outage insurance or purchases of out-of-the-money call options.
A.4. REGULATORY RISK
Regulatory risk is the uncertainty to DME’s performance due to potential changes in laws or
regulatory mandates. Examples include, but are not limited to, the following.
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A.4.1 Carbon Cost
Unless explicitly borne by an energy supplier, DME is exposed to the potential risk of
carbon costs. Any applicable law, rule, regulation, ordinance, protocol, order, decree,
judgment or other similar legal mandate could cause DME to pay carbon costs associated
with the production, generation, sale, metering, measurement, transmission, storage or
delivery of electric energy.
A.4.2 Changes to ERCOT market design
The PUCT has directed ERCOT to study the impact of changes to its market design, which
could have a significant impact on the flow of dollars between suppliers and consumers
of power, possibly triggering the need to renegotiate long-term power contracts and
changing the valuation of existing generation assets.
A.4.3 Ongoing changes to ERCOT Protocols
The rules under which ERCOT operates are in a constant state of change. In fact, they
change so often that ERCOT’s governing board has a committee (Protocol Revisions
Subcommittee) that meets monthly to review and process proposed changes submitted
by ERCOT and its market participants. These changes usually impact how costs are
allocated within ERCOT among market sectors, consumers and suppliers of power, and
individual market participants like DME.
A.4.4 Regulatory Compliance
Market Participants in the ERCOT region are subject to both state and federal laws and
regulations.
Market Participants that own or operate facilities that are part of the Bulk Electric
System, as defined in federal law, are subject to oversight by the Federal Energy
Regulatory Commission (FERC), the North American Electric Reliability Corporation
(NERC), and Texas Reliability Entity, Inc. (Texas RE).
Additionally, all ERCOT Market Participants are subject to oversight by the Public Utility
Commission of Texas (PUCT). The PUCT administers the Public Utility Regulatory Act
(PURA), and adopts and enforces rules pursuant to the authority granted in PURA. The
PUCT also has oversight and enforcement authority over the ERCOT Protocols,
Operating Guides, and Other Binding Documents. The PUCT has contracts with an
Independent Market Monitor (16 T.A.C. §25.365) and a Reliability Monitor (16 T.A.C.
§25.503) to assist with oversight and enforcement activities.
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Appendix B RISK EXPOSURE AND TRANSACTION LIMITS
DME’s energy supply, trading and risk management-related activities shall be segregated among
a number of “risk books.” A risk book is a way of classifying and tracking positions and
transactions that have similar or directly related purposes so that value and risk can be measured
in sufficient detail to support both risk control and transaction strategy decisions. The
establishment and management of risk books enables the EMO to focus on the optimization of
individual risk consistent with the approved Hedge Plan.
B.1 Risk Books
Load Book
A Load Book captures all trades associated with procuring energy to serve city load,
including hedge transactions and ERCOT day-ahead and real-time market settlements.
Renewables Book
The Renewables Book captures the value of all transactions associated with long-term
renewable energy positions and hedging the cost of renewable PPAs and associated
ERCOT day-ahead and real-time market settlements
Optimization Book
After hedge is placed, if positive MtM is realized and market is in fundamental or technical
reversal, EMO will be authorized to “optimize” the original hedge. Such optimization
trades are subject to the limitations contained in this Risk Policy and shall be conditional
trades as specified in the Hedge Plan.
Congestion Book
The purpose of the Congestion Book is to track the purchase of CRRs and associated
financial instruments (see Section B.5.2 below), which are purchased in ERCOT auctions
or in the ERCOT Day Ahead Market and used to hedge against transmission congestion
risk.
DEC Book
The DEC Book includes hedge transactions associated with the Denton Energy Center and
associated ERCOT day-ahead and real time market settlements. Natural gas supply
transactions whether physical or financial will be housed in this risk book.
Cash Book
The Cash Book includes records all physical sale and purchases to ERCOT.
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B.2 Risk Exposure Limits
An essential control element in the management of market risk is the development and
adherence to an appropriate limit structure. A well-designed limit structure helps ensure DME
does not assume greater aggregate risk than intended and helps ensure that risk taking at the
transaction strategy level is appropriate at various levels of aggregation (e.g., by commodity,
delivery period, strategy, etc.).
The primary forms of limits listed below shall be applied to DME’s energy management activity:
Rates at Risk – Rates at Risk (“RaR”) is a form of Cash Flow at Risk (CFaR) measurement.
RaR limits will be set to limit the amount of uncertainty in future rates over the
immediately upcoming 12-36 month period. If uncertainty in future rate requirements is
higher than DME’s risk tolerance, DME will consider hedging or implementing other risk
management strategies to reduce the potential need for unforeseen rate increases
and/or deterioration of DME’s financial condition.
Value at Risk –Value at Risk (“VaR”) limits will be set to limit the potential loss in value of
the portfolio.
Notional/Volumetric –To augment RaR and VaR limits, notional limits and/or volumetric
limits will be established. Notional limits are specified based on transaction or strategy
dollar amount (i.e., contract or strategy volume x price). Volumetric limits are specified
based on volume (e.g., MW, MWH, MMBTU, etc.). This provides a concrete limit to
account for uncertainties in risk measurement and human judgment capabilities. Other
volumetric limits may be established in relation to specific risks not captured by RaR or VaR.
ERCOT – Implementation of the ERCOT Real Time Market (RTM) and Day Ahead Markets
(DAM) require daily attention to Available Credit Limits (ACL) and forward liability
calculations. The Back Office shall actively monitor and communicate any changes
affecting current credit positions.
Stop Loss –Stop loss limits are set, such that, if an individual position or strategy (or a
hedge transaction or strategy which has become ineffective, including optimization
trades) is performing adversely and approaches a predetermined level of losses, the
position or strategy must be liquidated or completely hedged to prevent further loss.
B.3 Portfolio Risk Exposure Limits
Because ERCOT is responsible for ensuring physical reliability of the grid, DME’s efforts focus
primarily on managing the rate impact of price volatility risk of its portfolio. For the purposes of
managing this risk, DME will assume an average consumer risk tolerance (CRT) equivalent to 1
cent per kWh of load over a rolling 12-month period. For the avoidance of doubt, under the
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current DME rate structure, the CRT applies to the total average cost per kWh on an annual
average basis for the residential class. A CRT in excess of 1 cent per kWh outside the 12 month
rolling average will be reported to the RMC as soon as it becomes known to DME.
Hedging is DME’s primary method for reducing market price volatility risk, either by locking in or
limiting the amount of variation of a future market price. The “downside” of hedging is that it
not only reduces the chances of incurring higher costs than expected, it also reduces the chances
of lower than expected energy costs, and correspondingly lower electric rates.
DME uses an “at Risk”2 methodology to estimate, at a 95% confidence level, the amount of an
electric rate increase that could occur due to changes in market conditions such as volumetric
risk associated with its renewable resources, ERCOT day-ahead and real time market price
volatility, gas price volatility, nodal price congestion, price correlations and credit risk.
If DME’s estimate of a rate increase, at a 95% confidence level, exceeds the CRT threshold by
25%, DME will meet and confer with the RMC, and with the City Council and PUB as noted in the
table below, to discuss alternatives for implementing additional hedging strategies to bring the
level of possible price volatility back inside the CRT threshold. No particular portfolio action is
required, making this notification requirement very different from a trading limit.
“At Risk” limits for the total portfolio are:
RMC Notification Council / PUB
Notification
Rolling 12 months (in aggregate) $15.0 million $19.0 million
B.4 Open Position Management
DME’s primary objective is to protect against risks inherent in its portfolio, such as exposure to
price volatility and from variability in supply and demand. DME plans to execute hedging
transactions relatively evenly over time, to diversify timing risk (similar to dollar cost averaging)
and does not speculate3 . Market transactions shall be executed as a result of strategies designed
to maintain the net open position (the gap between expected demand and committed supply)
2 The “at Risk” metric DME will use is based on a “Rates at Risk” (RaR) methodology, which refers to the statistical
dollar amount that can be lost on the net open position of a portfolio over a specific time horizon and with a given
confidence interval. DME’s RaR methodology accounts for the increasing potential distribution of prices as time
passes, as well as the expiration of the positions in the portfolio with the passage of time. The result is the estimation
of loss, at the specified confidence level, assuming that the portfolio remains constant over time until all positions
within it have expired.
3 The US Commodity Futures Trading Commission defines a speculator as “a trader who does not hedge, but who
trades with the objective of achieving profits through the successful anticipation of price movements” (CFTC
Glossary: A guide to the language of the futures industry).
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within tolerances which are consistent with current hedging strategies. The resultant net open
position shall be updated to reflect the new hedging transactions as soon as practical, but
generally no later than the next business day.
The hedge plan provides a guideline for hedging action of the DME’s loads, renewable resources
and the Denton Energy Center as a function of time for the next three years.
B.5 Transaction Limits
Another vital control element in the management of energy risk is the development and
adherence to transaction limits. Transaction limits ensure the energy portfolio management
function is prudent, deliberate and controlled at various levels of position aggregation and
transaction duration. Transaction limits are established in consideration of overall portfolio
strategies, market conditions and risk tolerance levels and include the following principles:
▪ DME personnel involved with its energy management activity are authorized to execute
any intra-day or day-ahead transaction which is necessary to mitigate market and
financial risk exposure to DME customer/owners.
▪ Speculative transactions are those transactions not intended for hedging purposes and
are strictly prohibited. For the avoidance of doubt, Optimization Trades as described in
the Hedge Plan, are not classified as speculative transactions. All transactions shall either
reduce risks or be risk-neutral to DME customers.
▪ No transaction may be executed for which DME does not have adequate systems or
analytical methods to track, record, value, or analyze the incremental cash flow and risk.
▪ Any single transaction for a term greater than three years must be approved by the RMC
prior to execution.
▪ Scheduling of loads and resources, along with corresponding bid or offer prices associated
with ERCOT Day Ahead Market (DAM), ERCOT Real Time Market (RTM) or ERCOT
Supplementary Ancillary Services (SASM) Market are not subject to this Risk Policy or to
the limits outlined below and do not require prior RMC approval.
All executed transactions must be recorded and captured in DME’s system of record. Further, all
transactions shall be conducted on recorded phone lines, electronic trading platforms, or other
media that can be recorded and documented. Any confirmations received must be signed by the
person with the authority to enter into such transaction. Confirmations for transactions with
ERCOT are evidenced through the ERCOT Settlement Summary statement.
The following tables outline the transaction authorization limits established for DME personnel
involved with its energy management activity when executing transactions. Those personnel are
permitted to execute transactions less than or equal to their designated limits or under the
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direction of someone having the required authority. Only the Approved Transaction Types listed
in Appendix D may be executed unless otherwise approved by the RMC.
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B.5.1 Bilateral or Financial Power Transaction Limits
Title Term Lead Time Transaction
Size (MW)
Volume Limits
(MWh)
City Council No Limit No Limit No Max No limit
City Manager or RMC >3 Year < 5 Years 300
30,000,000 per 36
month rolling
average
DME General Manager < 3 Year < 4 Years 150
24,000,000 per 36
month rolling
average
Assistant General Manager -
Power Supply < 2 Years < 3 Years 150
18,000,000 per 24
month rolling
average
Market Operations Manager
Energy Analytics Manager
< 3 Month
< 12 Months
50
6,000,000 per 3
month rolling
average
Market Operations Supervisor
Senior Market Analyst
< 1 Month
< 1 Week 50 2,000,000 per
month
Senior Market Operator
< 1 Week
< 1 Week 50 250,000 per week
Notes:
• Transaction Size Limits represent MW volume per hour.
• Lead time represents the time period from the date a trade is executed to the start of
delivery.
• Authorized products include electric power, including both physical and financial
derivatives4, as well as ancillary services. Financial derivatives may be over the counter
Electric Power Futures, Heat Rates and Options on Electric Power and CRRs or Exchange
Traded Products
4 As used here, a derivative is a contract that derives its value from the performance of an underlying asset or
index.
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• Authorization for approval of these transactions may be delegated. If transaction
authority is delegated downward, volumetric limit applies to approving authority.
• Exceeding volumetric limits
B.5.2 Congestion Management Transaction Limits
Title Auction
Type
CRR Auction
Period
Approved
Instruments
Time
Period
Source/Sink
Combinations
DME General
Manager
Annual &
Monthly
Any month or
TOU offered by
ERCOT (5 years)
CRR Time of Use All ERCOT
Resource Nodes,
all ERCOT Hubs
and Load Zones
Assistant
General
Manager -
Power Supply
Annual &
Monthly
Any month or
TOU block
offered by
ERCOT (SEQ 6
or less)
CRR Time of Use Conventional
Resource Nodes,
Primary Hub and
Load Zone
Energy Analytics
Manager
Annual &
Monthly
Daily
Any month or
TOU block
offered by
ERCOT (SEQ 3
or less)
N/A
CRR
Point to Point
Obligations/Options
Time of Use
Hourly
Conventional
Resource Nodes,
Primary Hub and
Load Zone
Market
Operations
Manager
and
Senior Market
Analysts
Monthly
Daily
Any month or
TOU block
offered by
ERCOT
(Monthly
Auction)
N/A
CRR
Point to Point
Obligations/Options
Time of Use
Hourly
Conventional
Resource Nodes,
Primary Hub and
Load Zone
Senior Market
Operators
Daily N/A Point to Point
Obligations/Options
Hourly Conventional
Resource Nodes,
Primary Hub and
Load Zone
Notes:
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• Annual CRR auctions occur monthly for successive 6-month periods (called "sequences"
or SEQ) with progressively increasing amounts of transmission capacity available for
purchase in each sequence. A copy of the current CRR Activity Calendar which shows key
dates associated with each Monthly and Annual CRR auction at
http://ercot.com/mktinfo/crr
• Monthly CRR auctions end about 2 weeks before the CRR effective start date
• Conventional Resource Nodes include Denton Energy Center, , White Tail & Santa Rita
Wind Farms, Blue Bell Solar Farm and resource nodes or ERCOT Hubs associated with fully
executed PPAs
• Primary ERCOT Hub is “North Hub”
• Primary ERCOT Load Zone is “Load Zone North”
• The purchase of CRRs for each Source/Sink pair from all ERCOT auctions is limited to the
nameplate rating of the generator for City-owned resources or the contract capacity
rating for PPAs.
A Congestion Revenue Right (CRR) is a financial instrument that results in a charge or a payment
to the owner, when the ERCOT transmission grid is congested in the Day Ahead Market (DAM).
DME uses CRRs as a financial hedge to lock in the price of congestion at the purchase price of the
CRR. DME also hedges congestion in ERCOT’s Real-Time market by buying CRR-like instruments
called Point to Point (PTP) Obligations.
The main purposes of the ERCOT CRR market are to:
• Support a liquid energy market by providing tradable financial instruments for the
hedging of transmission congestion charges
• Allow market participants to eliminate or greatly reduce the cost uncertainties resulting
from transmission congestion charges
• Encourage competitive energy trading, where the costs of congestion might otherwise be
an impediment
DME’s primary objective for hedging congestion risk is to mitigate potentially adverse financial
consequences from uncertain price differences caused by transmission congestion between the
location where it consumes power (ERCOT LZ_North), the locations where it purchases power on
a forward basis (EROTT North Hub), and the ERCOT nodes associated with its resources (Denton
Energy Center, White Tail & Santa Rita Wind farms, Blue Bell solar farm and future renewable
resources).
DME is exposed to transmission congestion risk for all amounts of energy forecasted to be
consumed in the ERCOT North Load Zone, and energy that could potentially be produced at their
respective resource nodes. By default, ERCOT charges all DME load for energy, along with any
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congestion, in the Real Time Market (“RT”). DME mitigates congestion risk with congestion
hedges using Congestion Revenue Rights (CRRs).
Figure 1
Figure 2
DME hedges congestion risk between each resource and ERCOT’s North Hub location, and
between North Hub and North Load Zone, by participating in ERCOT’s annual and monthly
auctions, layering in CRR purchases for up to 3 years into the future. The North Hub is also used
as a delivery point for bilateral trades (for liquidity purposes)
Consistent with DME’s approach to hedging energy, DME seeks to acquire CRRs at steadily
increasing amounts roughly corresponding to Auction Capacity Percentages, to diversify timing
risk, similar to dollar cost averaging, and does not use event-driven trading to time the market,
trading in and out of positions. DME employs a tiered approach in ERCOT’s annual and monthly
auctions5.
B.5.3 Physical or Financial Natural Gas Transaction Limits
Title Term Lead Time Transaction Size
(MMBTU)
City Council No Limit No Limit No Max
5 In practice, this “buy as much as possible as early as possible” strategy means DME includes low bids for the full
amount of remaining CRRs needed in each auction to maximize the chances of capturing low clearing prices while
at the same time preventing credit collateral requirements from becoming unnecessarily high
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Title Term Lead Time Transaction Size
(MMBTU)
City Manager or RMC < 3 Years < 5 Years
246,000,000 per 36
month rolling
average
DME General Manager < 3 Years < 4 Years
200,000,000 per 36
month rolling
average
Assistant General Manager -
Power Supply < 2 Years < 3 Years
150,000,000 per 24
month rolling
average
Market Operations Manager
Energy Analytics Manager
< 3 Months < 12 Months
50,000,000 per 3
month rolling
average
Market Operations Supervisor
Senior Market Operator
< 1 Month < 1 Week 2,000,000 per month
Senior Market Operator < 1 Week < 1 Week N/A
Notes:
• Natural Gas transactions limited to the following locations: Henry hub or locations within
Texas which are physically or financially correlated to DME energy costs
• Authorized products include natural gas, including both physical and financial derivatives.
Financial derivatives may be over the counter Gas Futures and Options or Exchange
Traded Products
B.5.4 Renewable Energy Credit (“REC”) Transaction Limits
Per Transaction Limits (up to)
Title Vintage Volume $/REC
City Council No Limit No Limit No Max
City Manager < 5 Years 5,00,000 No Max
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Per Transaction Limits (up to)
Title Vintage Volume $/REC
DME General Manager < 3 Year 3,500,000 No Max
Assistant General Manager - Power
Supply < 2 Years 2,500,000 No Max
Market Operations Manager
Energy Analytics Manager
< 1 Year 1,500,000 No Max
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Appendix C ORGANIZATIONAL STRUCTURE
Energy Management Organization Front Office
DME General Manager
Assistant General Manager, Power Supply
Market Operations Mgr
Market Operations Supervisor
&
Sr Energy Market Analyst
Sr Energy Market Operatory
&
Sr Market Operations Specialist
Sr Energy Market Intelligence Analyst
&
Energy Market Intelligence Analyst
Energy Market Operator
Energy Analytics Manager
SR ERCOT Transmission Analyst
&
Sr Energy Market Analyst
Sr Energy Market Intelligence Analyst
&
Energy Market Intelligence Analyst
Sr Business Intelligence Analyst
&
Business Intelligence Analyst
Sr SCADA Analyst EMO
&
SCADA Analyst EMO
Business Data Scientist (DBA)
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Energy Management Organization Middle Office
Energy Management Organization Back Office
DME General Manager
Regulatory & Risk Division Manager
Sr Risk Control Analyst
DME General Manager
Executive Manager, Energy
Services/Admin
Settlements & Rate
Administrator
Business Analysts
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Appendix D APPROVED TRANSACTION TYPES
Products allowed for energy management activities include the purchase and sale of electric
energy, ancillary services, ERCOT Congestion Revenue Rights/Point to Point Obligations,
Renewable Energy Credits and natural gas. The City Council is responsible for authorizing all
products and commodity types.
All transactions must follow certain requirements as described throughout this Policy. Key
elements include:
• All transactions must be executed to by authorized transacting personnel
• All transactions must be with approved counterparties and/or commodity
exchanges
• All transactions must be with counterparties with adequate available credit or fully
collateralized
• All transactions must be committed over recorded phone lines or via recordable
electronic communications
• All transactions must be approved transaction types
• All transactions must be consistent with this Policy and the EMO Procedures
Manual
Failure to observe the above minimum requirements when executing energy transaction is a
violation of Policy and is subject to disciplinary action.
AURTHORIZED MARKETS
DME may only execute transactions to buy or sell energy-related products after some type of
enabling agreement has been signed with a counterparty or commodity exchange. In approving
DME’s Energy Risk Policy, the City Council has authorized the City Manager, or his designee, to
sign such agreements.
Examples of markets where DME is currently authorized to transact include:
• Intercontinental Exchange (ICE)
o ERCOT Physical and Financial Power
o Natural Gas futures
• Bilateral markets with approved counterparties
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o Physical Natural Gas at locations within Texas and Oklahoma to support fuel
purchases for the Denton Energy Center and DME’s energy portfolio
o Physical and Financial Power
• ERCOT
o Day Ahead Market
o Real Time Market
o Ancillary Services Market
o Congestion Management Auctions and Markets
AUTHORIZED POWER TRANSACTIONS
Power transactions shall be limited to delivery or exposure to power within ERCOT.
1. Physical
a. Fixed-price & Index-price purchases and sales
b. Call & Put Options (e.g., fixed & indexed, hourly, Time of Use, daily monthly,
annually)
c. Ancillary services
2. Financial
a. Fixed-price & Index-price purchases and sales
b. Exchange traded, bilateral or OTC Call or Put options6
c. Ancillary Services
d. ERCOT Congestion Revenue Rights (CRRs), Point to Point Obligations (PTPs) and
other similar congestion management transactions
AUTHORIZED NATURAL GAS TRANSACTIONS
Natural Gas transactions shall be limited to Henry Hub or a location within Texas or Oklahoma
to support commodity exposure for DME’s energy portfolio.
1. Physical Gas which may be needed to support operation of the Denton Energy Center
a. Fixed and index price Natural Gas commodity
b. Fixed and index price Natural Gas transportation
c. Fixed and index price Natural Gas storage
2. Financial
a. Exchange traded, bilateral or cleared futures and Exchange or OTC swaps
6 For example, fixed & indexed, hourly, Time of Use, daily monthly, annual options
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b. Exchange traded, bilateral or cleared and or OTC Call or Put options7
c. Index options
Other authorized energy-related commodity transactions
1. Physical Renewable Energy Credits (RECs) associated with energy that has already been
generated within the last 3 years.
7 Ibid.
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Appendix E FORWARD HEDGING STRATEGIES AND PLANS
Successful management of the price and volumetric risks faced by DME requires analysis,
monitoring, and communication. Analysis of published weather forecasts and market price
data serve as key inputs to models used for planning and ensures that the appropriate data is
converted into useful information. Consistent with market risk policies defined herein and the
risk limits defined in Appendix A, DME, in concert with the RMC, develops annual hedging
strategies with underlying hedging plans as a means to manage the volumetric and price risks
faced by the utility. A review of the status of current hedging plans will typically be a topic of
discussion at RMC meetings.
During the second quarter of the Fiscal Year, DME shall submit a confidential updated Hedging
Strategy to the RMC for managing the key components of its energy portfolio (load,
renewables, congestion risk and the DEC) for the upcoming three (3) full calendar years. Due
to the complexity of the wholesale energy markets and the energy regulatory environment,
the Hedging Strategy may require several iterations to the Hedging during each year due to
market conditions. The RMC shall provide an update of its current Hedging Strategy to the
PUB and Council as soon as practical after it has been approved. The Hedge Plan is a
confidential strategy document and will be presented to the PUB and City Council in closed
session.
Each Hedging Plan will:
• Cover a clearly specified forward time period;
• Explain the justification for the hedge (a general description of the resource mix and
load that contribute to the open position for the specified time period, along with the
Open Position tolerances for the specified forward time period);
• Define a volumetric limit for hedge purchases and sales;
• Document transaction types expected to be used to carry out the Hedging Plan; and
• Proposed price triggers that will enable hedging activity within the Hedging Plan’s
limits.
DME may, at any time, request that the RMC consider changes to the current Hedging
Strategy or to an individual Hedging Plan. Any approved changes to the Hedging Strategy
or Hedging Plan shall be recorded in the RMC meeting minutes and an updated written
Hedging Strategy or Hedging Plan document will be prepared as soon as practical
incorporating such changes. All hedge strategy documents shall be confidential and not
subject to the open record requirements due to the proprietary and commercial sensitivity
of the plans. On occasion, it will become apparent to DME management that additional
transactions to reshape expected monthly forward positions are necessary given changes in
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generation forecasts, market conditions, and load forecasts. The DME General Manager
may direct EMO staff to enter into and execute such transactions to rebalance the forward
position. These transactions will be discussed in RMC meetings ahead of time if conditions
allow, or reported after the fact and documented in the minutes of the next RMC meeting.
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Appendix F 2019 DME HEDGE PLAN
Hedge Plan Overview
The management of price and volume risk associated with the obligation to provide reliable,
economically priced wholesale electric energy to the customers of Denton Municipal Energy
(“DME”) is one of the main responsibilities of DME. This responsibility is both a short term and
long-term activity. Understanding the potential risks and their impacts along with executing
hedging transactions (trades) that reduce or eliminate price risk while providing stable and
predictable wholesale energy costs is the objective of the Hedge Plan.
The Hedge plan is a comprehensive analysis and a tactical plan for managing the risks associated
with the provision of energy and ancillary services required to meet the demands of the City of
Denton, its residents and its businesses. Because the Hedge Plan lays out the specific risks and
the plans to manage those risks into the future, it is a confidential document containing market
sensitive information and is protected pursuant to Texas Government Code Section 551.086.
The Hedge plan is however a component of the DME Risk Policy and this summary is included to
describe the purpose and methods that will be utilized by the EMO to remove risk from the
power supply portfolio.
The Hedge Plan does not provide a comprehensive descriptions of the day-to-day activities of
the EMO, but rather provides a description of the risk reduction trades that will be authorized
for the EMO to execute. The intra-day optimization of positions for the benefit of customers
and the required scheduling and interaction with ERCOT in its role as the transmission reliability
entity of Texas will continue to be the primary focus of the EMO.
The uncertainty of load and renewable energy generation in any temporal period coupled with
the changing price for power at each delivery point (generation and load) every five minutes and
the variability of natural gas price for the DEC make a single algorithm to determine hedge
actions impossible. Consequently, de-risking the supply and demand component of DMEs
positions must be accomplished by looking at each position independently. Maximizing value
and minimizing price risk to customers for each position is manageable and quantifiable and as
such the Hedge Plan will be executed on a position by position basis. The main positions include:
Load; Renewable Energy Generation and associated basis or congestion positions; and the
Denton Energy Center Position.
This Hedge Plan sets forth the types of risk reducing transactions that are recommended, the
detailed execution strategies and the optimization strategies that will be employed by DME
through the EMO department. All recommendations are based upon the risk positions that DME
owns and their relative risk is the current forward markets. Forward markets change daily and
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on an intraday basis and the Hedge Plan is intended to permit sufficient flexibility to the EMO
personnel, consistent with the Risk Management Policy, to react to these market changes.
However, the Hedge Plan sets specific targeted volumes for hedging each position by certain
dates and with an objective for each set of trades entered into to reduce risk. The DME middle
office will monitor compliance with the mandated activities in the Hedge Plan and will report on
the compliance status on a daily basis to the front office and DME management. Any violations
of limits or requirements in the Hedge plan and Risk Policy will be reported to the Risk
Committee along with any recommended mitigation and disciplinary action if required.
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Appendix G NEW PRODUCT/MARKET INSTRUMENT
APPROVAL CHECKLIST
Checklist Items
Primary
Accountability
Benefits
Identify and describe the benefits of using the new product Front Office
Risk
Understand and document the payoff profile of the new product Front Office
Identify and analyze credit risk of new product Middle Office
Develop methodology for measuring credit risk of new product (mark-to-
market, potential exposure, stress exposure.
Middle Office
Identify prospective counterparties for new product/instrument and
determine credit suitability.
Front Office &
Middle Office
Approve new product valuation methodology. Middle Office
Determine if staff, systems, and management skill sets are sufficient for
valuing and transacting new product.
Middle Office
Determine physical disposal or financial settlement requirements. Front Office & Back
Office
Determine stress test requirements for new product. Middle Office
Define how stress testing must be performed (frequency, scope,
independent source).
Middle Office
Financial
Define the capital requirements (exchange margin or collateral) of the
new product.
Front Office &
Middle Office
Determine contract documentation required. Front Office &
Middle Office
Accounting, Tax, and Regulations
Identify applicable U.S. and local regulatory restrictions for new product. Back Office/City
Finance
Determine regulatory compliance requirements, if any, for new product. Middle Office &
Back Office/City
Finance
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Review accounting policies and approve proposed treatment. Back Office/City
Finance
Determine audit requirements. Back Office/City
Finance
Consider tax consequences of new product. Back Office/City
Finance
Policy
Verify counterparty authority to enter into contract for new product. Middle Office
Develop and implement monitoring and review procedures to ensure
Policy compliance.
Middle Office
Define procedures and responsibilities for independent verification of
positions and market valuation inputs (prices, and volatilities if
applicable).
Middle Office
Determine impact on position/risk limits/hedge targets Middle Office
Determine and define procedures for confirmation and reconciliation of
new product.
Middle Office
Verify that all groups involved in new product transaction procedures can
handle anticipated transaction volume.
Middle Office
Determine and define management reporting requirements. Middle Office
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Appendix H ENERGY RISK MANAGEMENT POLICY
ACKNOWLEDGEMENT FORM
The purpose of this form is to confirm that City of Denton employees involved with the
Energy Portfolio Management program have received, read, and understand DME’s
Energy Risk Management Policy.
Employee Name: _______________________________
Title: _______________________________
Department: _______________________________
Supervisor: _______________________________
My signature below confirms that I have received, read and understand DME’s Energy
Risk Management Policy and appendices, and the City of Denton policies regarding
employee conduct. I understand that my violation of the Risk Policy may result in
disciplinary action that may include termination of my employment with the City of
Denton.
_______________________________
Signature of Employee
_______________________________
Date
Page 1 5/7/19xx/xx/20
This document and any attachments thereto may contain information that is confidential, commercially-sensitive, proprietary, and/or public power
utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104, 552.110 and/or
552.133, and may be protected from required public disclosure.
PROPOSED
Denton Municipal Electric
Energy Risk Management Policy
Approved by the City Council of the City of Denton, Texas
City Ordinance No. 19-11020-xxx
Energy Risk Management Policy
Page 2 5/7/19x/x/20
This document and any attachments thereto may contain information that is confidential, commercially-sensitive, proprietary, and/or public
power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104,
552.110 and/or 552.133, and may be protected from required public disclosure.
Contents
SECTION 1 PROGRAM OVERVIEW .................................................................. 7
1.1 Introduction ............................................................................................................... 7
1.2 Objectives................................................................................................................... 7
1.3 Energy Risk Management Framework ....................................................................... 8
1.3.1 Organizational Objectives .............................................................................. 8
1.3.2 Risk Mitigation and Measurement ................................................................ 8
1.3.3 Portfolio Management ................................................................................... 9
1.3.4 Risk Control Infrastructure ............................................................................. 9
1.4 Procedures and Guidelines ........................................................................................ 9
SECTION 2 ORGANIZATION STRUCTURE ....................................................... 10
2.1 Risk Management Committee (“RMC”) ................................................................... 10
2.1.2 Risk Management Committee Structure ........................................................ 10
2.1.3 Meeting Frequency, Voting, Member Vacancies and Reports ....................... 11
2.1.4 Outside RMC Support; Outside Review of Standard Reports; DME
Cooperation with Consultant; Quarterly Report from Consultant .......................... 12
2.2 Front, Middle, and Back Offices ............................................................................... 13
2.2.1 Front Office .................................................................................................. 13
2.2.2 Middle Office ............................................................................................... 14
2.2.3 Back Office ................................................................................................... 16
SECTION 3 MARKET RISK PROTOCOLS AND EXPOSURE CONTROL ................ 19
3.1 Market Risk Protocols .............................................................................................. 19
3.2 Authorized Transactions .......................................................................................... 20
3.3 Market Risk Control ................................................................................................. 20
3.3.1 Risk Tolerance .............................................................................................. 20
3.3.2 Transaction and Exposure Limits ................................................................. 20
3.3.3 Stress Testing ............................................................................................... 21
3.3.4 Model Validation and Controls .................................................................... 21
Energy Risk Management Policy
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This document and any attachments thereto may contain information that is confidential, commercially-sensitive, proprietary, and/or public
power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104,
552.110 and/or 552.133, and may be protected from required public disclosure.
3.4 Credit Risk Control ................................................................................................... 22
3.4.1 Credit Policies ............................................................................................... 23
3.4.2 Credit Limits ................................................................................................. 23
3.4.3 Counterparty Credit Function ...................................................................... 23
3.5 Information Systems and Models ............................................................................ 24
SECTION 4 RISK REPORTING ......................................................................... 25
4.1 Risk Management Reporting Policy ......................................................................... 25
4.2 Required Reports ..................................................................................................... 25
4.3 Transaction Valuation .............................................................................................. 26
SECTION 5 OTHER RESPONSIBILITIES AND POLICIES ..................................... 28
5.1 Organization-Wide Responsibilities ......................................................................... 28
5.2 Commercial Interests and Trading for Personal Accounts ...................................... 28
5.3 Acknowledgment of Policy Requirements ............................................................... 29
5.4 Adoption of Energy Risk Management Policy .......................................................... 29
Appendix A PORTFOLIO RISKS ...................................................................... 30
A.1. MARKET RISK ............................................................................................................... 30
A.1.1. Price Risk ........................................................................................................ 30
A.1.2. Volume Risk ................................................................................................... 31
A.1.3. Liquidity Risk .................................................................................................. 31
A.2. CREDIT RISK .................................................................................................................. 31
A.2.1 Credit Risk ....................................................................................................... 32
A.2.2. Funding Risk ................................................................................................... 32
A.3. OPERATIONAL RISK ...................................................................................................... 32
A.3.1. MODEL RISK ................................................................................................... 32
A.4. REGULATORY RISK ....................................................................................................... 33
A.4.1 Carbon Cost .................................................................................................... 33
A.4.2 Changes to ERCOT market design .................................................................. 33
A.4.3 Ongoing changes to ERCOT Protocols ............................................................ 33
A.4.4 Regulatory Compliance ................................................................................... 33
Appendix B RISK EXPOSURE AND TRANSACTION LIMITS .............................. 35
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This document and any attachments thereto may contain information that is confidential, commercially-sensitive, proprietary, and/or public
power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104,
552.110 and/or 552.133, and may be protected from required public disclosure.
B.1 Risk Books ..................................................................................................................... 35
B.2 Risk Exposure Limits ...................................................................................................... 36
B.3 Portfolio Risk Exposure Limits ...................................................................................... 37
B.4 Open Position Management ......................................................................................... 38
B.5 Transaction Limits ......................................................................................................... 39
B.5.1 Bilateral or Financial Power Transaction Limits ............................................ 41
B.5.2 ERCOT Congestion Management Transaction Limits ..................................... 42
B.5.3 Physical or Financial Natural Gas Transaction Limits ................................... 45
B.5.4 Renewable Energy Credit (“REC”) Transaction Limits .................................. 46
Appendix C ORGANIZATIONAL STRUCTURE .................................................. 47
Appendix D APPROVED TRANSACTION TYPES .............................................. 52
Appendix E FORWARD HEDGING STRATEGIES AND PLANS ........................... 55
Appendix F New Product/Market Instrument Approval Checklist ................ 57
Appendix G ENERGY RISK MANAGEMENT POLICY ACKNOWLEDGEMENT FORM
.................................................................................................................... 61
SECTION 1 PROGRAM OVERVIEW .................................................................. 7
1.1 Introduction ............................................................................................................... 7
1.2 Objectives................................................................................................................... 7
1.3 Energy Risk Management Framework ....................................................................... 8
1.3.1 Organizational Objectives .............................................................................. 8
1.3.2 Risk Mitigation and Measurement ................................................................ 8
1.3.3 Portfolio Management ................................................................................... 9
1.3.4 Risk Control Infrastructure ............................................................................. 9
1.4 Procedures and Guidelines ........................................................................................ 9
SECTION 2 ORGANIZATION STRUCTURE ....................................................... 10
2.1 Risk Management Committee (“RMC”) ................................................................... 10
2.1.2 Risk Management Committee Structure ........................................................ 10
2.1.3 Meeting Frequency, Voting, Member Vacancies and Reports ....................... 11
2.1.4 Outside RMC Support; Outside Review of Standard Reports; DME
Cooperation with Consultant; Quarterly Report from Consultant .......................... 12
Energy Risk Management Policy
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This document and any attachments thereto may contain information that is confidential, commercially-sensitive, proprietary, and/or public
power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104,
552.110 and/or 552.133, and may be protected from required public disclosure.
2.2 Front, Middle, and Back Offices ............................................................................... 13
2.2.1 Front Office .................................................................................................. 13
2.2.2 Middle Office ............................................................................................... 14
2.2.3 Back Office ................................................................................................... 16
SECTION 3 MARKET RISK PROTOCOLS AND EXPOSURE CONTROL ................ 19
3.1 Market Risk Protocols .............................................................................................. 19
3.2 Authorized Transactions .......................................................................................... 20
3.3 Market Risk Control ................................................................................................. 20
3.3.1 Risk Tolerance .............................................................................................. 20
3.3.2 Transaction and Exposure Limits ................................................................. 20
3.3.3 Stress Testing ............................................................................................... 21
3.3.4 Model Validation and Controls .................................................................... 21
3.4 Credit Risk Control ................................................................................................... 22
3.4.1 Credit Policies ............................................................................................... 23
3.4.2 Credit Limits ................................................................................................. 23
3.4.3 Counterparty Credit Function ...................................................................... 23
3.5 Information Systems and Models ............................................................................ 24
SECTION 4 RISK REPORTING ......................................................................... 25
4.1 Risk Management Reporting Policy ......................................................................... 25
4.2 Risk Committee Meeting Updates ........................................................................... 25
4.3 Transaction Valuation .............................................................................................. 26
SECTION 5 OTHER RESPONSIBILITIES AND POLICIES ..................................... 28
5.1 Organization-Wide Responsibilities ......................................................................... 28
5.2 Commercial Interests and Trading for Personal Accounts ...................................... 28
5.3 Acknowledgment of Policy Requirements ............................................................... 29
5.4 Adoption of Energy Risk Management Policy .......................................................... 29
Appendix A PORTFOLIO RISKS ...................................................................... 30
A.1. MARKET RISK ............................................................................................................... 30
A.1.1. Price Risk ........................................................................................................ 30
A.1.2. Volume Risk ................................................................................................... 31
Energy Risk Management Policy
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This document and any attachments thereto may contain information that is confidential, commercially-sensitive, proprietary, and/or public
power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104,
552.110 and/or 552.133, and may be protected from required public disclosure.
A.1.3. Liquidity Risk .................................................................................................. 31
A.2. CREDIT RISK .................................................................................................................. 31
A.2.1 Credit Risk ....................................................................................................... 32
A.2.2. Funding Risk ................................................................................................... 32
A.3. OPERATIONAL RISK ...................................................................................................... 32
A.3.1. MODEL RISK ................................................................................................... 32
A.3.2. DENTON ENERGY CENTER OUTAGE RISK ...................................................... 32
A.4. REGULATORY RISK ....................................................................................................... 33
A.4.1 Carbon Cost .................................................................................................... 33
A.4.2 Changes to ERCOT market design .................................................................. 33
A.4.3 Ongoing changes to ERCOT Protocols ............................................................ 33
A.4.4 Regulatory Compliance ................................................................................... 33
Appendix B RISK EXPOSURE AND TRANSACTION LIMITS .............................. 35
B.1 Risk Books ..................................................................................................................... 35
B.2 Risk Exposure Limits ...................................................................................................... 36
B.3 Portfolio Risk Exposure Limits ...................................................................................... 37
B.4 Open Position Management ......................................................................................... 38
B.5 Transaction Limits ......................................................................................................... 39
B.5.1 Bilateral or Financial Power Transaction Limits ............................................ 41
B.5.2 Congestion Management Transaction Limits ................................................. 42
B.5.3 Physical or Financial Natural Gas Transaction Limits ................................... 45
B.5.4 Renewable Energy Credit (“REC”) Transaction Limits .................................. 46
Appendix C ORGANIZATIONAL STRUCTURE .................................................. 47
Appendix D APPROVED TRANSACTION TYPES .............................................. 52
Appendix E FORWARD HEDGING STRATEGIES AND PLANS ........................... 55
Appendix F 2019 DME HEDGE PLAN ............................................................. 57
Hedge Plan Overview ............................................................................................... 57
Appendix G NEW PRODUCT/MARKET INSTRUMENT APPROVAL CHECKLIST . 59
Appendix H ENERGY RISK MANAGEMENT POLICY ACKNOWLEDGEMENT FORM
.................................................................................................................... 61
Energy Risk Management Policy
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This document and any attachments thereto may contain information that is confidential, commercially-sensitive, proprietary, and/or public
power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104,
552.110 and/or 552.133, and may be protected from required public disclosure.
SECTION 1 PROGRAM OVERVIEW
1.1 Introduction
The City of Denton’s municipally owned electric utility, operated under the trade name of Denton
Municipal Electric (“DME”), is in the business of providing affordable and reliable energy and
energy services to its customers in an environmentally sustainable manner. This Energy Risk
Management Policy (“Policy”) has been developed to establish a comprehensive framework for
DME to meet and exceed the overall goals and objectives set by the City Council, subject to
approved risk tolerances.
This Policy provides specific controls (e.g., segregation of duties, oversight, etc.) for the
management of strategic and operational risks and establishes guidelines for DME to plan,
execute and control the risks inherent in the generation, purchase and sale of energy for its retail
customers. The resulting framework shall govern DME’s energy portfolio activities through which
City Management and DME personnel identify, capture, measure, manage, control, monitor and
report financial and other risks. This program specifically addresses management of energy
portfolio risk and provides a framework to maintain proper controls over portfolio activities as
they change over time.
1.2 Objectives
The objectives of this Risk Policy are as follows:
1. Identification of inherent risks associated with procurement of energy and ancillary
services to serve the retail load of DME’s customer/owners.
2. Periodic and consistent measurement and reporting of risks
3. Establishment of acceptable risks levels
4. Identification of authorized risk management transactions, volumes, terms and authority
levels for all employees, committees, and boards involved in execution of risk
management transactions.
5. Establishing disciplinary actions for violation of risk management policy including trading
limits
DME’s energy portfolio consists of its assets such as power plants, power supply contracts of
varying delivery patterns and maturity, wholesale physical and financial hedges1, congestion
management trades, ancillary service requirements and retail load obligations. A number of
inherent risks are associated with DME’s energy portfolio, including market (price) risk,
1 As used in this Policy, physical and financial hedges are market transactions used to offset pre-financial existing
risk in the portfolio, and are generally used to reduce price exposure associated with DME supply and demand,
price volatility or transmission congestion.
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This document and any attachments thereto may contain information that is confidential, commercially-sensitive, proprietary, and/or public
power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104,
552.110 and/or 552.133, and may be protected from required public disclosure.
volumetric risk, operational risk, organizational risk, counterparty credit risk, liquidity (funding)
risk, and regulatory and /legal risks (for more detail, see Appendix A for a summary of DME’s
portfolio risks).
DME manages these risks to achieve its core business objectives of delivering energy to its
customers at reasonable and stable rates. Key risk management objectives and performance
measures are shown in the table below.
Objective Performance Metric
Reduce risk Reduction in exposure to price volatility and volumetric
variability
Competitive costs Comparison of actual energy costs (including hedges and
ERCOT balancing transactions, but excluding PPAs) to the
average annual ERCOT Day Ahead Market (DAM) price, plus a
hedging premium
Reasonable rates Comparison of DME average rate to that of other Texas
municipal utilities
Risk Policy Adherence Identification, reporting and disciplinary action of policy
violations
1.3 Energy Risk Management Framework
DME’s Energy Risk Management Policy is built around a framework that includes the following
four elements: Organizational Objectives, Risk Mitigation, and Measurement, Portfolio
Management and Risk Control Infrastructure. Each of these elements is discussed further below.
1.3.1 Organizational Objectives
The Risk Management Committee (“RMC”) approves goals, strategies, and objectives
which help define the appropriate portfolio management activities that are undertaken
by DME. This is done in coordination with strategic and business planning activities
conducted to establish the budget and through periodic strategic planning activities.
1.3.2 Risk Mitigation and Measurement
As part of clarifying organizational objectives, this Policy defines the EMO’s role in
identifying, measuring and mitigating energy risks. DME’s risk mitigation practices focus
on monthly hedging plansimplementation of the approved Hedge Plan for mid to long
term risk mitigation and inside the month risk management activities to meet required
targets, along with transaction and risk exposure limits.
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552.110 and/or 552.133, and may be protected from required public disclosure.
1.3.3 Portfolio Management
DME engages in transactions that are conducted in accordance with hedging targets and
risk management and transaction limits specified in connection with this Policy and in
broader DME policies and operating procedures.
1.3.4 Risk Control Infrastructure
DME maintains a collection of internal controls, systems, and processes necessary to
achieve the objectives of this Policy. These controls comprise DME’s energy risk control
infrastructure and includes provisions for:
• Energy Risk Management Organization Structure and Responsibilities
• Transaction and Risk Exposure Targets and Limits
• Portfolio Position Tracking
• Risk Measurement and Mitigation
• Performance Measurement
• Management Reporting
• Operating Procedures
1.4 Procedures and Guidelines
This Policy prescribes the management, organization, authority, processes, tools and systems to
monitor, measure, control and mitigate market risks through DME’s energy management
activities. Upon adoption by the City Council, this Policy shall be implemented through a
supporting set of standard operating procedures (“EMO Procedures Manual”). The operating
criteria and parameters shall be updated as necessary to reflect changes in market conditions
and staffing levels. All standard operating procedures shall be approved by the RMC.
All departmental procedures that may impact DME’s energy portfolio shall be in full compliance
with this Policy. DME executive management shall evaluate the degree of detail necessary in the
operating procedures and may require that additional procedures be developed and
implemented.
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SECTION 2 ORGANIZATION STRUCTURE
2.1 Risk Management Committee (“RMC”)
While the leadership of the Front, Middle and Back Office groups, along with the DME General
MangerManager regularly review executed transactions, monitor proximity to transaction limits
and oversee the implementation of DME’s portfolio management activity, consistent with
industry best practices, the executive oversight of DME’s energy management activities is
conducted through the Risk Management Committee (“RMC”). The RMC is also responsible for
activities governed by this Policy and ensuring that Policy requirements are met. The RMC
membership is be comprised of five voting members and two non-voting members.
2.1.1. Risk Management Committee Responsibility
The RMC has the responsibility for executive oversight over the Program, which includes:
▪ Understanding DME’s risk management objectives as described in Section 1.2 above and
risk tolerances as described in Appendix B.3 and B.4.
▪ Approving annual risk plans, targets and limits as reflected in DME’s proposed annual
budget and Hedge Plan.
▪ Ensuring Program strategies are consistent with overall City goals and obligations.
▪ Reviewing this Policy at least annually and making recommendations for changes to the
City Council and Public Utilities Board.
▪ Reviewing and monitoring DME’s progress in managing its hedging plans/targets as
described in Appendix E and proximity risk exposure limits specified in Appendix B.3.
▪ Understanding and discussing DME’s energy-related financial risk exposures and DME’s
strategies for monitoring and controlling these exposures.
2.1.2 Risk Management Committee Structure
The voting members are:
• PUB Chair (or designee)
• City Manager (or designee)
• DME General Manager (Chairman)
• DME ComplianceRegulatory & Risk Division Manager
• City’s Chief Financial Officer (or designee)
• City’s Director of Finance (or designee)
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The non-voting members, both acting solely within their respective responsibilities set out
in the City’s Charter, are:
• City Auditor (or designee)
• City Attorney (or designee)
2.1.3 Meeting Frequency, Voting, Member Vacancies and Reports
1. The RMC shall meet quarterly as follows:
• January
• April
• July
• October
1. As needed, but no less than quarterly, the RMC shall meet to review EMO
operations as described in Section 4.2. The Chair of the RMC shall provide at
least five (5) business days’ notice to the members.
2. Any member of the RMC can request a meeting to address circumstances or
issues that may require immediate attention.
3. As needed, but not less than annually, the RMC reports results of DME’s energy
management activities and compliance with this Policy to the Public Utilities Board
and the City Council each January.
4. Each of the five voting members shall have a single vote on matters that come before
the RMC and a voting member, or designee, must participate in the RMC meeting in
order to vote and approve a proposed action. If a voting member is unable to attend
an RMC meeting in person or by telephone, the member may designate an alternate
to vote in his or her absence. A quorum of at least four (4) voting members is required
for a vote to take place. The RMC makes decisions and take actions by a simple
majority vote. If the RMC reaches an impasse that cannot be addressed through a
vote, the DME General Manager may make a final decision by the end of the next
business day on the issue and shall immediately notify all RMC members by email.
5. In cases where a member of the RMC leaves the employ of the City, the City Manager,
upon consultation with the DME General Manager, will resolve the RMC vacancy by
making an interim appointment at his discretion.
6. A standard set of reports shall be prepared and distributed by the Chairman in
advance of theeach RMC meeting. The representative from DME Compliance Officer,
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or his/her designee will act as Secretary to the RMC and will document all meetings
and actions taken by the RMC in meeting notes that will be distributed to RMC
members for their review and acceptance. What reports constitute the standard set
ofRisk Policy compliance and risk position reports will be presented the RMC in a form
that is approved by the RMC and which may be amended as determined necessary by
the RMC at the first meeting after the approval of this policy.RMC. When establishing
the standard set of reports, the RMC will consider the requirements set out in 2.1.3.
7. Meeting notes approved by the RMC will be distributed by the City Attorney to the
RMC members, the City Manager, City Council and PUB.
8. As Chairman of the Risk Management Committee, the DME General Manager is
responsible for all DME energy management activities, including the day-to-day
efforts of the risk control function. At a high level, these responsibilities include
understanding and measuring market risk, validating risk mitigation activities,
hedge strategy compliance and risk reporting.
2.1.4 Outside RMC Support; Outside Review of Standard Reports; DME
Cooperation with Consultant; Quarterly Report from Consultant
1. The City Manager may employ a consultant who directly reports to the City
Manager to provide independent support to the RMC including, but not limited
to:
• Assessment of energy markets including energy news and counterparty
information relevant to DME’s risk management and hedge positions
• Independent monitoring of DME’s risk and policy limits as defined and
approved in this policy
• Review of DME’s front office hedge strategy and recommendations for
potential improvements
• Independent review of DME’s executed hedge positions for compliance with
this policy
• Review of DME’s hedge positions and portfolio, including review of
o Risk report
o Position reports
o P/L reports
o Counterparty exposure reports
o Settlements reports
• Support in the ongoing development of DME’s RMC standard set of reports
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• Attendance at DME’s RMC quarterly meetings and other RMC meetings
• Calculation of the past quarter’s cost benchmark analysis
• Other tasks and responsibilities as may be determined important by the City
Manager.
2. The standard reports prepared by DME for the meetings shall be provided to the
City Manager at least 5 days before the date of the meeting and the same shall be
reviewed by a consultant who reports directly to the City Manager.
3. DME shall cooperate with all requests of the consultant.
4. In conjunction with the quarterly RMC meetings, the consultant will provide a
report to the RMC which will include, but not limited to:
• Risk and position reports
• Benchmark analysis
• Recommendations, as needed, for changes to DME’s risk management
program
2.2 Front, Middle, and Back Offices
The “Front-Middle-Back Office” model provides for segregation of duties and efficient
administrative support. It is a way to segregate DME energy management activities into
transactional (“Front Office”), independent risk control and transaction compliance (“Middle
Office”) and financial, accounting, and contract administration support (“Back Office”)
functions.
2.2.1 Front Office
The Front Office is primarily responsible for managing the energy supply portfolio
associated with DME’s wholesale market activities and directing its daily physical and
financial trading.
The Front Office directly executes physical or financial transactions to support activities
such as management of fuel, power, congestion, ancillary services procurement,
environmental attributes, and wholesale sales activities as well as develops measurable
hedge strategies and plans at least annually (see Appendix E for details on hedging
framework).
Specific responsibilities of Front Office personnel include:
1. Evaluating whether prospectiveDeveloping and implementing strategies that are
consistent with program objectives and this Policy.
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2. Monitoring the energy marketplacemarkets including determining the forward
prices for products traded by the EMO (“marking curves”) structural/regulatory
changes, changes in counterparties andcounterparty activity and financial
wherewithal, market liquidity, and new supply and hedging market instruments.
3. Advising the RMC of significant changes in the market and in the liquidity of
approved hedging instruments, along with advising the RMC of the need for seeking
Council approval of in new hedging instruments that may help DME achieve its risk
objectives. New hedging instruments shall be approved based on the guidelines
shown in Appendix E – New Product / Market Instrument Approval Checklist.
4. Managing the portfolio of positions in physical and financial energy and energy-
related commodities in a manner consistent with DME’s risk management
objectives and the corresponding Hedge Strategies contained in Appendix E –
Forward Hedging Strategies and Plans.
5. Executing physical and financial transactions with approved counterparties.
6. Recording details of financial and physical transactions for DME’s risk information
system.
7. Ensuring that transactions are in compliance with DME’s Energy Risk Policy.
8. Functioning as the primary point of contract and as an active participant in the
ERCOT stakeholder processes.
The Front Office oversight role is accomplished through supervisory review and approval.
DME’s Front Office consists of Market Operations and the Market Analytics group and
reports to the Assistant General Manager or the functional manager of the EMO.
2.2.2 Middle Office
The Middle Office is responsible for monitoring compliance with this Policy, for
assuringdetermining that energy transactions and exposures are within authorized limits
and meet minimum targets, identifying any violations of the limits in this Policy and
reporting any such violations to the General Manager and Assistant General Manager,
and for reporting the market exposure associated with all transactions entered into by
the Front Office on an ongoing basis. The Middle Office institutes and reviews energy
portfolio management activities, such as portfolio credit exposure, transaction
compliance and approval of counterparties. The Middle Office also quantifies and reports
risk exposure of native business activities (including both price and volumetric
uncertainty), excluding hedges. In). If, in the eventopinion of the Middle Office, hedge
decisions do not achieve program objectives, the Middle Office will determine why the
objectives wereare not achieved and recommend to the RMC howFront Office, changes
to re-alignexisting and proposed hedge decisionstransactions and positions. In the event
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there is no consensus between the Front Office and the Middle Office, the Middle Office
with program objectives to promote improved effectivenessrecommend changes to the
RMC on potential changes to the hedge transactions and the rationale for such
recommended changes.
The Middle Office responsibilities include monitoring DME’s energy management risk
exposures and mitigation measures and ensuring compliance with policies, guidelines,
and procedures. In connection with this responsibility, the Middle Office maintains a
compliance log of any operational and/or procedural violations, which can be used to
monitor issues and their severity, frequency and resolution. will be reported to the RMC
each quarter. Alleged violations of and policy or procedures will be immediately reported
to the General Manager and the Assistant General Manager.
Additionally, the Middle Office is responsible for recommending to the RMC when
changes in policy or operating procedures are required. These recommendations may
involve the temporary or permanent halting of transactions with one or more
counterparties, and any other topic the Middle Office believes represents potential
unacceptable risk exposure.
The Middle Office adopts and updates, as necessary, the Energy Risk Management Policy
after such updates are adopted by the RMC, guidelines and procedures so that portfolio
management functions occur in compliance with Energy Risk Management Policies and
energy risk procedures and guidelines.
Specific responsibilities of the Middle Office include the following:
1. On a daily basis, confirms and reconciles physical and financial transactions,
including conditions, quantities, and amounts to be paid and dates. The Middle
Office verifies and reconcilesthe mark for every position that has been entered into
the system of record by Front Office and to ensure that the terms recorded and
understood by DME to match the terms actually agreed upon with counter parties
and/or brokers.
2. Compares energy portfolio to the market (market to market) by collecting and
validating market prices, and preparing position reports identifying the financial
positions, physical positions, anticipated physical exposures, and the market value
of the energy portfolio(s) on a position-by-position and aggregate basis.
3. Operates risk measurement, performance, and valuation models, including various
stress tests.
4. Prepares routine risk reports, including those identified in Section 4.2 – Required
Reports.
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5. On a daily basis, confirms that all exposures and activities comply with authorized
market instruments as contained in Appendix D – Approved Types, the risk limits as
contained in Appendix A – Risk Exposure and Transaction Limits and hedge coverage
targets as contained in Appendix E – Forward Hedging Strategies and Plans. In doing
so, the Middle Office monitors transactions and position limits, review daily
positions, and activity reports, and ensures that trading instruments are in
compliance with current hedging strategies and are permissible.
6. Follows the remedial actions process in the event of any risk limit or hedge target
breaches.
7. Ensures all transactions are in compliance with DME’s Energy Risk Policy.
8. Generates and sends written confirmations to counterparties to ensure terms and
conditions are mutually agreed upon.
9. The specification of position valuation methods.
10. Calculates and reports the credit risk position of DME with counterparties.
Communicates to the Front Office any counterparties that have exceeded allowed
credit risk and are prohibited from further trading activities.
11. Maintains all counterparty enabling agreements and ensures that only enabled
counterparties are populated and authorized in the system of record.
The Middle Office reports to the DME Regulatory & Risk Division Manager.
2.2.3 Back Office
The Back Office’s primary responsibility is to ensure that financial records of DME’s energy
management operation accurately reflect the current state of energy risk management
and power supply portfolio management activity. The Back Office is responsible for
invoice checkout, verifying supply payments, invoicing, and settlements. The Back Office
is also responsible, in coordination with City of Denton Finance, AR, and AP departments,
for accurately calculating and booking the financial results of energy transaction activities,
billing, and accounts payable, as well as recording, reporting and accounting for risk
management and hedging. Specific responsibilities of the Back Office include the
following:
1. Supports accounts payable and receivable operations.
2. Coordinates with City Finance the recording of all revenue and expenses in the
general ledger and other subsidiary ledgers when appropriate.
3. Coordinates the recording of posted cash receipts and revenues with City Finance
to the appropriate subsidiary ledger.
4. Settles transactions (verification, accounts payable/receivable)
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5. Develops and maintain documentation outlining standard procedures for
performing the settlement functions described herein.
6. Notifies the Front Office, Middle Office, and the General Manager of any
discrepancies that result from the reconciliation process.
7. Oversees the safekeeping of transaction-related documents.
8. Maintains funding and reconciles and records activity in cash accounts held with
other ERCOT and other market participants.
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The Back Office reports to the Executive Manager of Energy Services and Administration.
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SECTION 3 MARKET RISK PROTOCOLS AND EXPOSURE
CONTROL
3.1 Market Risk Protocols
The following market risk protocols shall govern DME’s participation in wholesale energy
markets. Specific limits, methodologies, reports, operational procedures and approval processes
are detailed in the EMO Procedures Manual.
• DME will ensure that it has full knowledge of its energy portfolio position and the resulting
exposure, and understands the implications of its energy management activities;
• Only personnel authorized by the DME General Manager, or his designee, pursuant to a
written Delegation of Authority Memorandum or email copied to the middle office can
transact on behalf of DME in the wholesale energy market (see Transaction Limits section of
Appendix B);
• Personnel involved with DME’s energy management activities will ensure they obtain
competitive prices, transact “at thebased upon competitive market” conditions and that
counterparty credit risk is diversified by setting up master enabling agreements [such as the
International Swaps and Derivatives Association, Inc. (ISDA), Edison Electric Institute (EEI),
and the North American Energy Standards Board (NAESB)] with as many pre-qualified
financial counterparties as possibledeemed necessary by the Front Office.
• DME may only transact in wholesale energy-market products authorized by this Policy and at
retail price levels stipulated in the current rate manual or as approved by the PUB or City
Council as applicable.
• DME may only transact within transaction limits approved and defined in this Policy.
• All wholesale energy transactions will be carried out on recorded phone lines, electronic
trading platforms, via electronic media (including email and other online methods) or other
media that can be recorded and documented;
• Metrics for assessing DME’s market risk exposure will be specified, measured, monitored,
and reported on a regular basis to the RMC;
• On a daily basis, all wholesale market transactions will be recorded in the official system of
record which will capture and report physical and financial positions so that each can be
reviewed separately and in total so that net volume and price risk and collateralization
requirements can be accurately assessed and managed in real time. This system will also
serve as a central check and balance tool; therefore, it will allow for reconciliation of physical
and financial confirmations with transactional input. This system will also support and report
risk information.
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• Models and inputs for valuation and risk measurement and mitigation shall be subjected to a
validation and change control process. The models employed and associated processes shall
be described in detail in the EMO Procedures Manual; and.
3.2 Authorized Transactions
Authorized types of transactions are addressed in Appendix D of this Policy. These transactions
types are, and shall continue to be, focused on supporting the energy portfolio goals of the City
Council and this Policy.
3.3 Market Risk Control
An important element to any energy risk management and mitigation program is the regular
identification, measurement, and communication of market risk. DME’s net “open” position (i.e.,
whether it needs to buy or sell energy products on a daily, hourly, monthly or annual basis to
balance the energy portfolio) and the market exposure associated with its net open positions
shall be quantified and compared against exposure limits contained in this Policy and discussed,
on a regular basis, withinwith the RMC.
Market exposure associated with these net positions shall be quantified using forms of
measurement approved by the RMC. The market exposure measurement criteria shall be
reviewed at least annually and consider changes in DME’s net positions and existing and
projected market conditions. The Middle Office shall have primary responsibility for coordinating
the development, maintenance, and modification all market measurement methodologies within
DME and for recommending approval of these methodologies by the RMC.
3.3.1 Risk Tolerance
For the purposes of this Policy, DME’s Energy Risk tolerance is defined by the degree of
uncertainty that DME can accept in its future financial ratios and customer rates on a
projected basis.
DME’s Energy Risk tolerance and measurement of Energy Risk shall include “at risk” forms
of risk measurement such as Cash Flow at Risk (“CFaR”) or Value at Risk (“VaR”),
augmented with scenario analysis and stress testing. These forms of risk measurement
are described in more detail in Appendix A – Risk Exposure and Transaction Limits and in
sections of the EMO Procedures Manual.
3.3.2 Transaction and Exposure Limits
The setting of and the adherence to transaction limits is an important control element to
ensure DME does not assume greater aggregate energy market exposure than is intended
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and helps ensure that the transaction strategy level is appropriate at various levels of
aggregation (e.g. by commodity, delivery period, strategy, energy portfolio, etc.).
Appendices B and D, along with the EMO Procedures Manual, contain the Approved
Transaction Types and the Transaction Limits for DME. It is the responsibility of the Front
Office, Middle Office and the RMC to utilize these limits to manage and mitigate risk-
taking activities. The Front Office shall be responsible for maintaining exposures within
prescribed limits and for recommending changes to those limits to the RMC when market
conditions or operating circumstances result in limits becoming ineffective or
inappropriate in controlling these activities.
The Middle Office shall be responsible for monitoring compliance with the Transaction
Limits, and obtaining approval from the RMC for any changes to Transaction Limits or the
Transaction Limit structure. It is the responsibility of the Middle Office and Front Office
to ensure that Transaction Limits are strictly enforced.
3.3.3 Stress Testing
In addition to mitigating and measuring financial exposure using the methods above,
stress testing is used to examine performance of the energy portfolio under extreme
adverse conditions.
In stress testing, extreme market conditions are applied to the portfolio to determine how
the portfolio will perform under such conditions. Stress testing requires thorough
evaluation of past market periods to determine those that would represent severe
outcomes. In addition, the performance of the portfolio is also estimated for individual
and combined potential market conditions. Such conditions are intentionally chosen to
represent adverse conditions and combinations of conditions, even if they are extremely
unlikely.
The Middle Office shall design and maintain a stress testing program, in consultation with
the Front Office. The stress testing approach shall be reviewed by the Middle Office
regularly, and the stress testing program shall be presented to the RMC for review on at
least an annual basis.
3.3.4 Model Validation and Controls
A risk commonly faced by those involved with energy management activity is model risk—
the risk that either the methodology or assumptions used to value the portfolio becomes
invalid. Inaccurate assumptions and incorrectly designed models can cause risk
management problems in every market. However, the complexity of energy models and
their extended lifetimes, make these problems especially common in the energy markets.
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Model risk occurs primarily for two reasons:
• The model may have fundamental errors the user is unaware of and may produce
inaccurate outputs when viewed against the design objective and intended business
uses.
• The model may be used incorrectly or inappropriately.
Ensuring adequate model documentation is an important control for managing
modeling risk. This requires both organizing model information and accountability from
people using and developing models.
DME keeps a record of all internally and externally developed models used in its operation
(see EMO Operating Procedures 1-4), including :
• a description of the information input component (assumptions and data used by
the model, including quantitative approaches whose inputs are partially or wholly
qualitative or based on expert judgment),
• version control (when key model inputs or model processes change)
• processing component (which transform inputs into estimates), and
• reporting component (which translates the estimates into useful business
information).
The Middle Office will review and validate models used by DME and report to the RMC
annually.
3.4 Credit Risk Control
Credit Risk is the potential impact on DME’s financial performance due to the chance of non-
performance in payment or delivery (either physical or financial) by an energy entity that has
executed a commercial agreement with DME to buy and sell energy (“counterparty”).
DME actively mitigates its energy credit risk by making informed decisions regarding which
counterparties to transact with and to what degree. Credit risk is defined as the risk of
counterparty nonperformance, or failure to deliver its obligation (whether with an energy
product itself or the payment of amounts owed).
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3.4.1 Credit Policies
DME mitigates its energy credit risk by
• Incorporating the expected transacting volumes, timing, and expected energy prices,
when establishing an energy credit risk tolerance for a calendar year;
• Assessing counterparty creditworthiness and establishing credit limits for
counterparties based on that assessment;
• Requiring a counterparty to be assigned a credit limit prior to transacting with it;
• Monitoring and assessing market and counterparty events to adjust credit limits as
appropriate; and
• Calculating and reporting the maximum expected loss if a counterparty defaults
(“counterparty credit exposure”); and ”).
3.4.2 Credit Limits
The EMO Procedures Manual includes a credit limit framework for DME’s counterparties
based on various factors such as debt ratings and financial statistics. Specific counterparty
credit limits include consideration of financial ratios, audited financial statements, and
asset quality. Credit limits on all counterparties are reviewed at least semi-annuallyCredit
limits and credit exposure based upon the trades in place with each counterparty and the
market price for the net long or short positions with each is measured every day by the
Middle Office. At least semi-annually the credit strength of each counterparty that DME
is exposed to will be evaluated by the Middle Office, or immediately if their business
conditions change or their credit rating has been downgraded and negative changes that
have the potential to increase DME’s credit risk will be reported to the RMC.
Prior to execution of any transaction with a counterparty, the Front Office verifies that
the counterparty has available credit. In addition, no transaction shall be executed that
will cause the counterparty credit limit to be exceeded unless explicitly approved by the
RMC.
3.4.3 Counterparty Credit Function
The counterparty credit function concerns counterparty credit analysis and approval of
new and existing counterparties as well as the calculation, aggregation, monitoring and
reporting of credit exposures. In addition to those activities mentioned in section 3.1, the
Middle Office manages DME’s credit function is managed by the Middle Office and
reports to the DME Compliance Manager.
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The objective of the counterparty credit function is to minimize the potential adverse
financial impacts on DME in the event of a potential default by a counterparty. The
counterparty credit function will minimize DME’s credit exposure and potential adverse
financial impacts by:
• Establishing a credit risk mitigation structure within the energy risk management
program;
• Providing a framework to enable DME to qualify energy suppliers and transact with
approved counterparties;
• Determining counterparty transacting parameters (“transaction limits”) to
conservatively control and measure DME’s exposure to any one supplier; and
• Implementing conservative business processes and procedures (to be included in the
EMO Procedures Manual) to gather and monitor financial information on each
counterparty to estimate counterparty credit exposures
3.5 Information Systems and Models
Energy risk management information systems consist of the data, models and other software and
hardware used to collect, analyze, test, and validate transactions within DME’s portfolio in order
to monitor and control risk. Although various departments within the City of Denton or DME
may have responsibilities for using and maintaining DME’s risk management systems, the Middle
Office shall have overall responsibility for ensuring that the systems are sufficient to perform the
risk management functions outlined in this Policy.
As part of a service level agreement with the City of Denton Technology Services, the Middle
Office shall also be responsible for maintaining the security, integrity and reliability of the
software used for energy risk management purposes (e.g. valuation models, administrative and
reporting software, energy risk management databases, etc.).
In accordance with the Service Level Agreementservice level agreement which is currently
followed between DME and the City of Denton Technology Services, Technology Services shall be
responsible for maintaining the integrity and reliability of the hardware used for both energy
management and energy risk management purposes, including business continuity, disaster
protection and recovery plans.
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power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104,
552.110 and/or 552.133, and may be protected from required public disclosure.
SECTION 4 RISK REPORTING
4.1 Risk Management Reporting Policy
Key to energy risk management is the monitoring of risks and the accurate and timely information
that must be provided to all parties involved in any aspect of energy risk management to allow
them to perform their functions appropriately. The separation of execution and reporting
responsibilities ensures that timely and accurate information is being reported.
On an annual basis, the RMC Chairman will meet with the PUB and City Council and provide
details of the DME’s forward purchases, market exposure, credit exposure, counterparty credit
ratings, transaction compliance and other relevant data. In addition, DME will provide periodic
training to the PUB and Council on energy market fundamentals and commodity trading best
practices to help facilitate more productive risk meetings.
4.2 Required Reports
4.2 Risk Committee Meeting Updates
Minutes and meeting materials from quarterly RMC meetings will be distributed to the PUB and
Council for their review.
Minimum reporting requirements are listed below and are prepared for the RMC by the Middle
Office and reviewed by both the Middle Office and Front Office.
At a minimum, quarterly RMC meetings will include a review of the following topics:
Controls Compliance Report
IdentifiesIdentification of any activities that have exceeded permissible limits.
The General Manager or his/her designee will provide details of the causes of
any limit violations, the measures taken to mitigate future violations and a
report of any disciplinary actions taken as a result of such violations.
Hedge Target Compliance Report
Provides an understanding of the status of portfolio exposure relative to
program objectives and associated update on progress on executing latest
hedge targets. plan execution timetable.
Portfolio Competitiveness Report
Provides a comparison of latest 12-month cost/mwhMWH vs ERCOT spot markets
(Day-Ahead and Real-Time Market)
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power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104,
552.110 and/or 552.133, and may be protected from required public disclosure.
Renewable Resource Effective Cost Report
Tracks and compares the effective costmarket value of each renewable resource,
including the cost of market purchases when renewables output is
insufficientresources to meet load.their contract costs.
Price Risk Reduction Report
Measures the inherent market risk exposure over a given time horizon for DME’s
energy portfolio prior to market hedges and the residual market risk exposure
after hedging.
Credit Exposure Report
Identifies the credit limit for each counterparty, current level of exposure with the
counterparty, and remaining available credit. Also includes an update on current
ERCOT credit requirements and thresholds.
4.3 Transaction Valuation
DME’s financial records will be maintained in full accordance with generally accepted accounting
principles (“GAAP”)”), Government Accounting Standards Board (GASB) and will be consistent
with FERC Uniform System of Accounts.
Front, Middle, and Back Office functions shall coordinate their efforts and maintain vigilance to
ensure that DME’s energy management transactions and risk exposures are accurately valued in
an unbiased manner. Transaction valuation and reporting of positions shall be based on
objective, market-observed prices or models.
Open positions (i.e., whether DME needs to buy or sell energy on a daily, hourly, monthly or
annual basis to balance customer loads against available resources) should be valued (“marked-
to-market”) daily, based on consistent valuation methods and data sources. Whenever possible,
these valuations shall be based on independent, publicly available market information and data
sources (e.g., Bloomberg, Reuters, NYMEX, ICE, broker quotes, etc.).
TheAs noted in Section 2.2.2, the specification of position valuation methods is the responsibility
of the Middle Office and is subject to RMC review. The Middle Office is responsible for obtaining
and disseminating market pricing information (Section 2.2.2, item 2, page 13) in a timely and
consistent manner, along with maintaining and updating transaction data and information
sources used for trade evaluation. (Section 2.2.2, item 1, page 13). The Middle Office is also
responsible for assuring that data used for energy risk management calculations represent
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552.110 and/or 552.133, and may be protected from required public disclosure.
accurate and timely information available from reputable market or internal sources. (Section
2.2.2, items 1 and 2, page 13).
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552.110 and/or 552.133, and may be protected from required public disclosure.
SECTION 5 OTHER RESPONSIBILITIES AND POLICIES
5.1 Organization-Wide Responsibilities
It is the policy of DME and the City of Denton that all personnel adhere to standards of integrity,
ethics, conflicts of interest, compliance with statutory law and regulations and other applicable
standards of personal conduct.
The willful misrepresentation or concealment of information regarding portfolio management
and/or risk management activities from senior management or any person responsible for the
accurate tracking and reporting of such activities shall result in disciplinary action up to and
including termination in accordance with DME and City of Denton policies and possible legal
action as allowed or required by law.
As an employee of the City of Denton, all DME personnel involved with its energy management
activity should not have an expectation of privacy in the conduct of their duties. At any time,
recorded phone calls and electronic transactions, emails, texts, etc. may be reviewed to ensure
appropriate conduct or to review transactional information.
5.2 Commercial Interests and Trading for Personal Accounts
All DME personnel who have any specific responsibilities delineated under this Policy or in the
EMO Procedures Manual, are prohibited from engaging in the activities listed below:
• Physical or financial trading of any commodities stipulated in this Policy or in supporting
departmental procedures for their own account
• Holding an undisclosed interest in any account or corporate entity (other than DME), which
is used to trade the commodities described above.
If there is any doubt as to whether a prohibited condition exists, then it is the employee’s
responsibility to disclose and discuss the possible prohibited condition with their supervisor. In
addition, any employee receiving taxable income from any person or business doing business
with DME must file a Conflicts Disclosure Statement in accordance with Chapter 176 of the Texas
Local Government Code. Failure to comply with these requirements may result in disciplinary
action up to and including immediate termination of employment, in accordance with DME and
City of Denton policies.
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power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104,
552.110 and/or 552.133, and may be protected from required public disclosure.
5.3 Acknowledgment of Policy Requirements
All DME personnel connected with the energy risk management program must sign a statement
attesting that they have received, read, and understand this Policy document and the City of
Denton policies regarding employee conduct. A sample statement is provided in Appendix G.
5.4 Adoption of Energy Risk Management Policy
The Energy Risk Management Policy shall be formally reviewed, approved and adopted by
ordinance of the City Council annually in January.the second quarter of the City’s fiscal year.
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power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104,
552.110 and/or 552.133, and may be protected from required public disclosure.
Appendix A PORTFOLIO RISKS
As an electric utility, participation in physical and financial energy markets has the inherent
potential to expose DMEexposes DME and its customer/owners to the risks of cost and pricing
uncertainty, revenue and commodity market volatility, and uncertainty in meeting budget
targets. and the Energy Cost Adjustment (ECA) component of its retail rates. These risks may be
broadly categorized into three risk categories: market, credit, and operational. Each category of
risk is described below. The categories are not entirely separate: disruptions of planned
operations, for instance, can expose a utility to the risk of having to enter into unforeseen
transactions in adverse market conditions.
The following section provides descriptions of the energy-related risks the Policy is intended to
address.
A.1. MARKET RISK
DME manages energy purchases and sales with the goal of reducing the business risks associated
with its obligation to serve energy to its ratepayers.customer/owners. These risks include
volume-related and price-related risks.
A.1.1. Price Risk
Because of continual changes in the supply and demand for electricity, significant price
changes can occur over a short time frame, otherwise known as price volatility. High price
volatility means a high degree of uncertainty about the level of prices in the immediate
time frame and the future. DME’s price risk takes several forms, including: 1) exposure
to changes in spot prices which DME faces in purchasing electric energy from the ERCOT
market, 2) forward price risk of anticipated purchases or sales of power or fuel in the
future and 3) the cost of energy-related products and services such as congestion revenue
rights and ancillary services.
Price risk also includes the basis risk associated with potential differences in the price of
a commodity between geographic locations. that is inherent in the ERCOT and physical
natural gas markets. For example, whenever DME must purchase power to satisfy native
load requirements or is exposed to natural gas price uncertainty at various physical
delivery points, DME is financially at risk due to the uncertainty in transmission or
transportation costs between various locations.
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power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104,
552.110 and/or 552.133, and may be protected from required public disclosure.
A.1.2. Volume Risk
Volume Risk refers to uncertainty in the quantity of a commodity or service demanded,
acquired, or supplied that has a potential economic impact. A primary volume risk for
DME is the uncertainty associated with the amount of load DME will be required to serve.
Weather conditions affect customer energy usage, and weather changes make
forecasting of load and non-dispatchable resources a challenge, causing actual quantities
to deviate from forecasts. Forced or unexpected outages of generation resources also
impact DME’s volumetric risk. Generation levels from renewable energy resources are
based upon the weather conditions experienced at the location of the renewable
resources. EMO Operating Procedures 1-4 contain details about DME’s processes for
developing forecasts of expected volumes associated with its portfolio of load and
resources.
A.1.3. Liquidity Risk
DME transacts business in commodity markets that have inherent liquidity risk. Liquidity
risk for DME arises when its intended transaction quantities exceed the size of current
market bids (to buy) and offers (to sell). When DME desires to execute a transaction for
a volume/quantity in excess of current market bids or offers, potential counterparties
may be unwilling or unavailable to transact with DME. Transactions of nonstandard sizes
and types also present liquidity risks.
Liquidity risk should also be considered with regard to positions thought to be offsetting,
but that may become open in the event that a counterparty defaults on their transaction
responsibility (also referred to as “default risk”). It may be difficult to replace defaulted
transactions on short notice. If a position must be covered quickly, the price of the
necessary replacement transaction can be worse than if no urgency existed, especially if
the potential counterparties know about the urgent need, putting DME as a significant
disadvantage.
A.2. CREDIT RISK
DME is at risk if a customer, supplier or trading counterparty is unable or unwilling to fulfill its
present or future contractual obligations to deliver power or fuel, or to make a timely payment
of invoices or collateral.
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power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104,
552.110 and/or 552.133, and may be protected from required public disclosure.
A.2.1 Credit Risk
Credit Risk equals the potential replacement value of counterparty contractual
obligations to deliver or receive power or fuel, or to make a timely payment to settle a
financial contractual obligation. The potential financial impact from counterparty
defaults is significant. DME’s credit risk is addressed in a separate Credit Risk
Management Policy.
A.2.2. Funding Risk
Funding risk is related to credit risk. This term refers to the risk that DME might have to
pay margin or post collateral to meet requirements to securitize its credit under credit
provisions of Power Purchase Agreements, wholesale energy market, or to meet margin
requirements for cleared contracts. In the event of significant funding risk associated with
the default of a counterparty or the inability of the DEC to produce energy resulting in
large replacement energy costs, the City of Denton’s reserves would be required to
provide cover costs.
A.3. OPERATIONAL RISK
The term operational risk is often used as a catch-all category intended to include all risks that
are not explicitly designated by other names, such as market risk, volume risk, liquidity risk, and
credit risk. Operational risks include problems of several types that can have adverse financial
consequences, and that relate to the operations of DME’s energy portfolio, identification and
control of risks, and processing and settlement of transactions. One such risk is Model Risk.
A.3.1. MODEL RISK
Model risk is a form of systems risk associated with unrecognized deficiencies of
information systems used to in value transactions. A model may incorporate assumptions
to derive unobservable pricing parameters from observable ones. There is a risk that a
particular model used to value a transaction may not properly capture the value and risks
of the transaction, and that its deficiencies may emerge only after the fact, following
unfavorable market movements.
A.3.2. DENTON ENERGY CENTER OUTAGE RISK
A forced or unexpected outage of the DEC when the output from the units are
anticipated to be used to hedge market price risk due to lower than expected renewable
energy generation is an operational risk. This risk is mitigated by a) preventative
maintenance programs designed to minimize forced outages b) not over-committing
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552.110 and/or 552.133, and may be protected from required public disclosure.
energy and capacity from the DEC during times of likely high prices, and c) the use of
outage insurance or purchases of out-of-the-money call options.
A.4. REGULATORY RISK
Regulatory risk is the uncertainty to DME’s performance due to potential changes in laws or
regulatory mandates. Examples include, but are not limited to, the following.
A.4.1 Carbon Cost
Unless explicitly borne by an energy supplier, DME is exposed to the potential risk of
carbon costs. Any applicable law, rule, regulation, ordinance, protocol, order, decree,
judgment or other similar legal mandate could cause DME to pay carbon costs associated
with the production, generation, sale, metering, measurement, transmission, storage or
delivery of electric energy.
A.4.2 Changes to ERCOT market design
The PUCT has directed ERCOT to study the impact of changes to its market design, which
could have a significant impact on the flow of dollars between suppliers and consumers
of power, possibly triggering the need to renegotiate long-term power contracts and
changing the valuation of existing generation assets.
A.4.3 Ongoing changes to ERCOT Protocols
The rules under which ERCOT operates are in a constant state of change. In fact, they
change so often that ERCOT’s governing board has a committee (Protocol Revisions
Subcommittee) that meets monthly to review and process proposed changes submitted
by ERCOT and its market participants. These changes usually impact how costs are
allocated within ERCOT among market sectors, consumers and suppliers of power, and
individual market participants like DME.
A.4.4 Regulatory Compliance
Market Participants in the ERCOT region are subject to both state and federal laws and
regulations.
Market Participants that own or operate facilities that are part of the Bulk Electric
System, as defined in federal law, are subject to oversight by the Federal Energy
Regulatory Commission (FERC), the North American Electric Reliability Corporation
(NERC), and Texas Reliability Entity, Inc. (Texas RE).
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This document and any attachments thereto may contain information that is confidential, commercially-sensitive, proprietary, and/or public
power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104,
552.110 and/or 552.133, and may be protected from required public disclosure.
Additionally, all ERCOT Market Participants are subject to oversight by the Public Utility
Commission of Texas (PUCT). The PUCT administers the Public Utility Regulatory Act
(PURA), and adopts and enforces rules pursuant to the authority granted in PURA. The
PUCT also has oversight and enforcement authority over the ERCOT Protocols,
Operating Guides, and Other Binding Documents. The PUCT has contracts with an
Independent Market Monitor (16 T.A.C. §25.365) and a Reliability Monitor (16 T.A.C.
§25.503) to assist with oversight and enforcement activities.
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power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104,
552.110 and/or 552.133, and may be protected from required public disclosure.
Appendix B RISK EXPOSURE AND TRANSACTION LIMITS
DME’s energy supply, trading and risk management-related activities shall be segregated among
a number of “risk books.” A risk book is a way of classifying and tracking positions and
transactions that have similar or directly related purposes so that value and risk can be measured
in sufficient detail to support both risk control and transaction strategy decisions. The
establishment and management of risk books enables the EMO to focus on the optimization of
individual risk consistent with the approved Hedge Plan.
B.1 Risk Books
SystemLoad Book
A SystemLoad Book captures all trades associated with procuring energy to serve city
load, including hedge transactions and ERCOT day-ahead and real-time market
settlements.
Renewables Book
The Renewables Book captures the value and risk position of native load obligations and
of all transactions associated with long-term power renewable energy positions and fuel
supply obligations. Positions in hedging the Systemcost of renewable PPAs and
associated ERCOT day-ahead and real-time market settlements
Optimization Book
After hedge is placed, if positive MtM is realized and market is in fundamental or technical
reversal, EMO will generally be of duration greater than one month or have a transaction
start date of greater than one month intoauthorized to “optimize” the futureoriginal
hedge. Such optimization trades are subject to the limitations contained in this Risk Policy
and shall be conditional trades as specified in the Hedge Plan.
HedgeCongestion Book
The purpose of a Hedgethe Congestion Book is to track all positions thatthe purchase of
CRRs and associated financial instruments (see Section B.5.2 below), which are entered
intopurchased in ERCOT auctions or in the ERCOT Day Ahead Market and used to reduce
the total nethedge against transmission congestion risk exposure of the System.
DEC Book. Hedge
The DEC Book includes hedge transactions should demonstrate their value (on a
prospective basis) in mitigating the underlying source ofassociated with the Denton
Energy Center and associated ERCOT day-ahead and real time market settlements.
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552.110 and/or 552.133, and may be protected from required public disclosure.
Natural gas supply transactions whether physical or financial will be housed in this risk
book.
Cash Book
The Cash Book includes records all physical sale and purchases to DME’s native load,
generation assets and long-term power and fuel supply obligationsERCOT.
Total Portfolio Book
A Total Portfolio consists of the combination of all positions in the System Book and
Hedge Book.
B.2 Risk Exposure Limits
An essential control element in the management of market risk is the development and
adherence to an appropriate limit structure. A well-designed limit structure helps ensure DME
does not assume greater aggregate risk than intended and helps ensure that risk taking at the
transaction strategy level is appropriate at various levels of aggregation (e.g., by commodity,
delivery period, strategy, etc.).
The primary forms of limits listed below shall be applied to DME’s energy management activity:
Rates at Risk – Rates at Risk (“RaR”) is a form of Cash Flow at Risk (CFaR) measurement.
RaR limits will be set to limit the amount of uncertainty in future rates over the
immediately upcoming 12-2436 month period. If uncertainty in future rate requirements
is higher than DME’s risk tolerance, DME will consider hedging or implementing other risk
management strategies to reduce the potential need for unforeseen rate increases
and/or deterioration of DME’s financial condition.
Value at Risk –Value at Risk (“VaR”) limits will be set to limit the potential loss in value of
the portfolio.
Notional/Volumetric –To augment RaR and VaR limits, notional limits and/or volumetric
limits will be established. Notional limits are specified based on transaction or strategy
dollar amount (i.e., contract or strategy volume x price). Volumetric limits are specified
based on volume (e.g., MW, MWH, MMBTU, etc.). This provides a concrete limit to
account for uncertainties in risk measurement and human judgment capabilities. Other
volumetric limits may be established in relation to specific risks not captured by RaR or VaR.
ERCOT – Implementation of the ERCOT Real Time Market (RTM) and Day Ahead Markets
(DAM) require daily attention to Available Credit Limits (ACL) and forward liability
calculations. The Back Office shall actively monitor and communicate any changes
affecting current credit positions.
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552.110 and/or 552.133, and may be protected from required public disclosure.
Stop Loss –Stop loss limits are set, such that, if an individual position or strategy (or a
hedge transaction or strategy which has become ineffective, including optimization
trades) is performing adversely and approaches a predetermined level of losses, the
position or strategy must be liquidated or completely hedged to prevent further loss.
B.3 Portfolio Risk Exposure Limits
Because ERCOT is responsible for ensuring physical reliability of the grid, DME’s efforts focus
primarily on managing the rate impact of price volatility risk of its portfolio. For the purposes of
managing this risk, DME will assume an average consumer risk tolerance (CRT) equivalent to 1
cent per kwh of load over a rolling 12-month period. kWh of load over a rolling 12-month period.
For the avoidance of doubt, under the current DME rate structure, the CRT applies to the total
average cost per kWh on an annual average basis for the residential class. A CRT in excess of 1
cent per kWh outside the 12 month rolling average will be reported to the RMC as soon as it
becomes known to DME.
Hedging is DME’s primary method for reducing market price volatility risk, either by locking in or
limiting the amount of variation of a future market price. The “downside” of hedging is that it
not only reduces the chances of incurring higher costs than expected, it also reduces the chances
of lower than expected energy costs, and correspondingly lower electric rates.
DME uses an “at Risk”2 methodology to estimate, at a 95% confidence level, the amount of an
electric rate increase that could occur due to changes in market conditions such as volumetric
risk associated with its renewable resources, ERCOT day-ahead and real time market price
volatility, gas price volatility, nodal price congestion, price correlations and credit risk.
If DME’s estimate of a rate increase, at a 95% confidence level, exceeds the CRT threshold by
25%, DME will meet and confer with the RMC, and with the City Council and PUB as noted in the
table below, to discuss alternatives for implementing additional hedging strategies to bring the
level of possible price volatility back inside the CRT threshold. No particular portfolio action is
required, making this notification requirement very different from a trading limit.
“At Risk” limits for the total portfolio are:
2 The “at Risk” metric DME will use is based on a “Rates at Risk” (RaR) methodology, which refers to the statistical
dollar amount that can be lost on the net open position of a portfolio over a specific time horizon and with a given
confidence interval. DME’s RaR methodology accounts for the increasing potential distribution of prices as time
passes, as well as the expiration of the positions in the portfolio with the passage of time. The result is the estimation
of loss, at the specified confidence level, assuming that the portfolio remains constant over time until all positions
within it have expired.
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552.110 and/or 552.133, and may be protected from required public disclosure.
RMC Notification Council / PUB
Notification
Rolling 12 months (in aggregate) $15.0 million $19.0 million
B.4 Open Position Management
DME’s primary objective is to protect against risks inherent in its portfolio, such as exposure to
price volatility and from variability in supply and demand. DME plans to execute hedging
transactions relatively evenly over time, to diversify timing risk (similar to dollar cost averaging),)
and does not speculate3 . Market transactions shall be executed as a result of strategies designed
to maintain the net open position (the gap between expected demand and committed supply)
within tolerances which are consistent with current hedging strategies. The resultant net open
position shall be updated to reflect the new hedging transactions as soon as practical, but
generally no later than the next business day.
Net open position energy tolerances shall be set at the following, on a total MWH basis either by
time of use (TOU) period (through Balance of Year)4 or on an annual basis (for prompt Calendar
Year and beyond):
Tolerance if Net
Open is "Short"5
Tolerance if Net
Open is "Long"6
Period Minimum Maximum Minimum Maximum
Prompt Month
(by TOU) 90% 110% 100% 120%
3 The US Commodity Futures Trading Commission defines a speculator as “a trader who does not hedge, but who
trades with the objective of achieving profits through the successful anticipation of price movements” (CFTC
Glossary: A guide to the language of the futures industry).
4 Within the ERCOT region, through at least the balance of year, DME’s open position can generally be managed by
three time of use periods; Peak Weekday (weekdays HE 7-22), Peak Weekend (weekends and holidays HE 7-22) and
Nights (HE 1-6, 23-24).
5 A net “short” open position represents DME needing to buy additional energy to match its forecasted load
requirements during a given time period.
6 A net “long” open position represents DME having an obligation to accept more energy than needed to match its
forecasted load requirements during a given time period.
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Prompt
Quarter (by
TOU)
90% 110% 100% 120%
Balance of
Year (by TOU) 80% 110% 100% 120%
Prompt
calendar year
(Annual)
80% 110% 100% 120%
Second
calendar year
(Annual)
70% 110% 100% 120%
Third calendar
year (Annual) 60% 110% 100% 120%
No action is required if the net open position in a given period exceeds these
tolerances. However, in the event that it does, DME shall evaluate alternatives to flatten the net
open position (whether long or short) and will inform the RMC of any exceedance expectations
for annual periods.
The hedge plan provides a guideline for hedging action of the DME’s loads, renewable resources
and the Denton Energy Center as a function of time for the next three years.
B.5 Transaction Limits
Another vital control element in the management of energy risk is the development and
adherence to transaction limits. Transaction limits ensure the energy portfolio management
function is prudent, deliberate and controlled at various levels of position aggregation and
transaction duration. Transaction limits are established in consideration of overall portfolio
strategies, market conditions and risk tolerance levels and include the following principles:
▪ DME personnel involved with its energy management activity are authorized to execute
any intra-day or day-ahead transaction which is necessary to mitigate market and
financial risk exposure to DME customerscustomer/owners.
▪ Speculative transactions are those transactions not intended for hedging purposes and
are strictly prohibited. For the avoidance of doubt, Optimization Trades as described in
the Hedge Plan, are not classified as speculative transactions. All transactions shall either
reduce risks or be risk-neutral to DME customers.
▪ No transaction may be executed for which DME does not have adequate systems or
analytical methods to track, record, value, or analyze the incremental cash flow and risk.
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▪ Any single transaction for a term greater than one yearthree years must be approved by
the RMC prior to execution.
▪ Scheduling of loads and resources, along with corresponding bid or offer prices associated
with ERCOT Day Ahead Market (DAM), ERCOT Real Time Market (RTM) or ERCOT
Supplementary Ancillary Services (SASM) Market are not subject to this Risk Policy or to
the limits outlined below and do not require prior RMC approval.
All executed transactions must be recorded and captured in DME’s system of record. Further, all
transactions shall be conducted on recorded phone lines, electronic trading platforms, or other
media that can be recorded and documented. Any confirmations received must be signed by the
person with the authority to enter into such transaction. Confirmations for transactions with
ERCOT are evidenced through the ERCOT Settlement Summary statement.
The following tables outline the transaction authorization limits established for DME personnel
involved with its energy management activity when executing transactions. Those personnel are
permitted to execute transactions less than or equal to their designated limits or under the
direction of someone having the required authority. Only the Approved Transaction Types listed
in Appendix D may be executed unless otherwise approved by the RMC.
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power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104,
552.110 and/or 552.133, and may be protected from required public disclosure.
B.5.1 Bilateral or Financial Power Transaction Limits
Title Term Lead Time Transaction
Size (MW)
Volume Limits
(MWh)
City Council No Limit No Limit No Max No limit
City Manager or RMC < 1>3 Year < 35 Years 100300
30,000,000 per 36
month rolling
average
DME General Manager < 13 Year < 24 Years 100150
24,000,000 per 36
month rolling
average
Assistant General Manager -
Power Supply < 2 Years < 3
MonthsYears
< 12
Months150
5018,000,000 per
24 month rolling
average
Market Operations Manager
Energy Analytics &
Fundamentals Manager
< 13 Month
< 12 Months
50
6,000,000 per 3
month rolling
average
Market Operations Supervisor
Senior Market Analyst
< 1
WeekMonth
< 1 Week 10050 2,000,000 per
month
Senior Market Operator
< 1 DayWeek
< 1 DayWeek 40050 250,000 per week
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power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104,
552.110 and/or 552.133, and may be protected from required public disclosure.
Notes:
• Transaction Size Limits represent MW volume per hour.
• Lead time represents the time period from the date a trade is executed to the start of
delivery.
• Authorized products include electric power, including both physical and financial
derivatives7, as well as ancillary services. Financial derivatives may be over the counter
Electric ForwardsPower Futures, Heat Rates and Options on Electric Power and CRRs or
Exchange Traded Products
• Authorization for approval of these transactions may be delegated. If transaction
authority is delegated downward, volumetric limit applies to approving authority.
• Exceeding volumetric limits
B.5.2 ERCOT Congestion Management Transaction Limits
Title Auction
Type
CRR Auction
Period
Approved
Instruments
Time
Period
Source/Sink
Combinations
DME General
Manager
Annual &
Monthly
Any month or 6
month
blockTOU
offered by
ERCOT
(currently 35
years)
CRR Time of Use All ERCOT
Resource Nodes,
all ERCOT Hubs
and Load Zones
Assistant
General
Manager -
Power Supply
Annual &
Monthly
Any month or 6
monthTOU
block offered by
ERCOT
(currently 3
yearsSEQ 6 or
less)
CRR Time of Use Conventional
Resource Nodes,
Primary Hub and
Load Zone
Market
Operations
Manager
and
Annual &
Monthly
Any month or 6
monthTOU
block offered by
ERCOT during
the current
CRR
Time of Use
Conventional
Resource Nodes,
Primary Hub and
Load Zone
7 As used here, a derivative is a contract that derives its value from the performance of an underlying asset or
index.
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power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104,
552.110 and/or 552.133, and may be protected from required public disclosure.
Energy Analytics
& Fundamentals
Manager
Daily
fiscal year(SEQ
3 or less)
N/A
Point to Point
Obligations/Options
Hourly
Market
Operations
SupervisorMana
ger
and
Senior Market
Analysts
Monthly
Daily
Any month or 6
monthTOU
block offered by
ERCOT during
the current
fiscal
year(Monthly
Auction)
N/A
CRR
Point to Point
Obligations/Options
Time of Use
Hourly
Conventional
Resource Nodes,
Primary Hub and
Load Zone
Senior Market
Operators
Daily N/A Point to Point
Obligations/Options
Hourly Conventional
Resource Nodes,
Primary Hub and
Load Zone
Notes:
• Annual CRR auctions occur monthly for successive 6-month periods (called "sequences")"
or SEQ) with progressively increasing amounts of transmission capacity available for
purchase in each sequence. A copy of the current CRR Activity Calendar which shows key
dates associated with each Monthly and Annual CRR auction at
http://ercot.com/mktinfo/crr
• Monthly CRR auctions end about 2 weeks before the CRR effective start date
• Conventional Resource Nodes include Denton Energy Center, Gibbons Creek, White Tail
& Santa Rita Wind Farms, Blue Bell Solar Farm and resource nodes or ERCOT Hubs
associated with fully executed PPAs
• Primary ERCOT Hub is “North Hub”
• Primary ERCOT Load Zone is “Load Zone North”
• The purchase of CRRs for each Source/Sink pair from all ERCOT auctions is limited to the
nameplate rating of the generator for City-owned resources or the contract capacity
rating for PPAs.
A Congestion Revenue Right (CRR) is a financial instrument that results in a charge or a payment
to the owner, when the ERCOT transmission grid is congested in the Day Ahead Market (DAM).
DME uses CRRs as a financial hedge to lock in the price of congestion at the purchase price of the
CRR. DME also hedges congestion in ERCOT’s Real-Time market by buying CRR-like instruments
called Point to Point (PTP) Obligations.
The main purposes of the ERCOT CRR market are to:
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power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104,
552.110 and/or 552.133, and may be protected from required public disclosure.
• Support a liquid energy market by providing tradable financial instruments for the
hedging of transmission congestion charges
• Allow market participants to eliminate or greatly reduce the cost uncertainties resulting
from transmission congestion charges
• Encourage competitive energy trading, where the costs of congestion might otherwise be
an impediment
DME’s primary objective for hedging congestion risk is to mitigate potentially adverse financial
consequences from uncertain price differences caused by transmission congestion between the
location where it consumes power (ERCOT LZ_North), the locations where it purchases power on
a forward basis (EROTT North Hub), and the ERCOT nodes associated with its resources (Denton
Energy Center, Gibbons Creek, White Tail & Santa Rita Wind farms, Blue Bell solar farm and future
renewable resources).
DME is exposed to transmission congestion risk for all amounts of energy forecasted to be
consumed in the ERCOT North Load Zone, and energy that could potentially be produced at their
respective resource nodes. By default, ERCOT charges all DME load for energy, along with any
congestion, in the Real Time Market (“RT”). DME mitigates congestion risk with congestion
hedges using Congestion Revenue Rights (CRRs).
Figure 1
Figure 2
DME hedges congestion risk between each resource and ERCOT’s North Hub location, and
between North Hub and North Load Zone, by participating in ERCOT’s annual and monthly
auctions, layering in CRR purchases for up to 3 years into the future. The North Hub is also used
as a delivery point for bilateral trades (for liquidity purposes)
Consistent with DME’s approach to hedging energy, DME seeks to acquire CRRs at steadily
increasing amounts roughly corresponding to Auction Capacity Percentages, to diversify timing
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power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104,
552.110 and/or 552.133, and may be protected from required public disclosure.
risk, similar to dollar cost averaging, and does not use event-driven trading to time the market,
trading in and out of positions. DME employs a tiered approach in ERCOT’s annual and monthly
auctions8.
B.5.3 Physical or Financial Natural Gas Transaction Limits
Title Term Lead Time Transaction Size
(MMBTU/day)
City Council No Limit No Limit No Max
City Manager or RMC < 13 Years < 35 Years
50,000246,000,000
per 36 month rolling
average
DME General Manager < 1 Year3
Years < 24 Years
50,000200,000,000
per 36 month rolling
average
Assistant General Manager -
Power Supply
< 3 Months2
Years
< 12 Months3
Years
50,000150,000,000
per 24 month rolling
average
Market Operations Manager
Energy Analytics & Fundamentals
Manager
< 1 Month3
Months < 12 Months
50,000,000 per 3
month rolling
average
Market Operations Supervisor
Senior Market Operator
< 1
WeekMonth
< 12 Months1
Week
502,000,000 per
month
Senior Market Operator < 1
DayWeek < 1 DayWeek 50,000N/A
Notes:
8 In practice, this “buy as much as possible as early as possible” strategy means DME includes low bids for the full
amount of remaining CRRs needed in each auction to maximize the chances of capturing low clearing prices while
at the same time preventing credit collateral requirements from becoming unnecessarily high
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power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104,
552.110 and/or 552.133, and may be protected from required public disclosure.
• Natural Gas transactions limited to the following locations: Henry hub or locations within
Texas which are physically or financially correlated to DME energy costs
• Authorized products include natural gas, including both physical and financial derivatives.
Financial derivatives may be over the counter Gas Futures and Options or Exchange
Traded Products
B.5.4 Renewable Energy Credit (“REC”) Transaction Limits
Per Transaction Limits (up to)
Title Vintage Volume $/REC
City Council No Limit No Limit No Max
City Manager < 25 Years 1,2005,00,000 No Max
DME General Manager < 13 Year 6003,500,000 No Max
Assistant General Manager - Power
Supply < 1 Year2 Years 3002,500,000 No Max
Market Operations Manager
Energy Analytics & Fundamentals
Manager
< 1 Year 3001,500,000 No Max
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This document and any attachments thereto may contain information that is confidential, commercially-sensitive, proprietary, and/or public
power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104,
552.110 and/or 552.133, and may be protected from required public disclosure.
Appendix C ORGANIZATIONAL STRUCTURE
Energy Management Organization Front Office
DME General Manager
Assistant General
Manager, Power Supply
Market Operations Mgr
Market Ops
Supervisor
Sr Market
Operator
Sr Market
Operator
Sr Market
Operator
Sr Market
Operator
Sr Market
Operator
Analytics &
Fundamentals Mgr
Sr Market Analyst
Business Intellegence
Analyst
SCADA Tech
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power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104,
552.110 and/or 552.133, and may be protected from required public disclosure.
DME General Manager
Assistant General Manager, Power Supply
Market Operations Mgr
Market Operations Supervisor
&
Sr Energy Market Analyst
Sr Energy Market Operatory
&
Sr Market Operations Specialist
Sr Energy Market Intelligence Analyst
&
Energy Market Intelligence Analyst
Energy Market Operator
Energy Analytics Manager
SR ERCOT Transmission Analyst
&
Sr Energy Market Analyst
Sr Energy Market Intelligence Analyst
&
Energy Market Intelligence Analyst
Sr Business Intelligence Analyst
&
Business Intelligence Analyst
Sr SCADA Analyst EMO
&
SCADA Analyst EMO
Business Data Scientist (DBA)
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power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104,
552.110 and/or 552.133, and may be protected from required public disclosure.
Energy Management Organization Middle Office
DME General Manager
Regulatory & Risk Division Manager
Sr Risk Control Analyst
DME General Manager
Regulatory & Risk Division Manager
Sr Risk Control Analyst
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power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104,
552.110 and/or 552.133, and may be protected from required public disclosure.
Energy Management Organization Back Office
DME General Manager
Settlements & Rate
Administrator Business Analysts
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power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104,
552.110 and/or 552.133, and may be protected from required public disclosure.
DME General Manager
Executive Manager, Energy
Services/Admin
Settlements & Rate
Administrator
Business Analysts
Energy Risk Management Policy
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power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104,
552.110 and/or 552.133, and may be protected from required public disclosure.
Appendix D APPROVED TRANSACTION TYPES
Products allowed for energy management activities include the purchase and sale of electric
energy, ancillary services, ERCOT Congestion Revenue Rights/Point to Point Obligations,
Renewable Energy Credits and natural gas. The City Council is responsible for authorizing all
products and commodity types.
All transactions must follow certain requirements as described throughout this Policy. Key
elements include:
• All transactions must be executed to by authorized transacting personnel
• All transactions must be with approved counterparties and/or commodity
exchanges
• All transactions must be with counterparties with adequate available credit or fully
collateralized
• All transactions must be committed over recorded phone lines or via recordable
electronic communications
• All transactions must be approved transaction types
• All transactions must be consistent with this Policy and the EMO Procedures
Manual
Failure to observe the above minimum requirements when executing energy transaction is a
violation of Policy and is subject to disciplinary action.
AURTHORIZED MARKETS
DME may only execute transactions to buy or sell energy-related products after some type of
enabling agreement has been signed with a counterparty or commodity exchange. In approving
DME’s Energy Risk Policy, the City Council has authorized the City Manager, or his designee, to
sign such agreements.
Examples of markets where DME is currently authorized to transact include:
• Intercontinental Exchange (ICE)
o ERCOT Physical and Financial Power
o Natural Gas futures
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power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104,
552.110 and/or 552.133, and may be protected from required public disclosure.
• Bilateral markets with approved counterparties
o Physical Natural Gas at locations within Texas and Oklahoma to support fuel
purchases for the Denton Energy Center and DME’s energy portfolio
o Physical and Financial Power
• ERCOT
o Day Ahead Market
o Real Time Market
o Ancillary Services Market
o Congestion Management Auctions and Markets
AUTHORIZED POWER TRANSACTIONS
Power transactions shall be limited to delivery or exposure to power within ERCOT.
1. Physical
a. Fixed-price & Index-price purchases and sales
b. Call & Put Options (e.g., fixed & indexed, hourly, Time of Use, daily monthly,
annually)
c. Ancillary services
2. Financial
a. Fixed-price & Index-price purchases and sales
b. Exchange traded, bilateral or OTC Call or Put options9
c. Ancillary Services
d. ERCOT Congestion Revenue Rights (CRRs), Point to Point Obligations (PTPs) and
other similar congestion management transactions
AUTHORIZED NATURAL GAS TRANSACTIONS
Natural Gas transactions shall be limited to Henry Hub or a location within Texas or Oklahoma
to support commodity exposure for DME’s energy portfolio.
1. Physical Gas which may be needed to support operation of the Denton Energy Center
a. Fixed and index price Natural Gas commodity
b. Fixed and index price Natural Gas transportation
9 For example, fixed & indexed, hourly, Time of Use, daily monthly, annual options
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power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104,
552.110 and/or 552.133, and may be protected from required public disclosure.
c. Fixed and index price Natural Gas storage
2. Financial
a. Exchange traded, bilateral or cleared futures and Exchange or OTC swaps
b. Exchange traded, bilateral or cleared and or OTC Call or Put options10
c. Index options
Other authorized energy-related commodity transactions
1. Physical Renewable Energy Credits (RECs) associated with energy that has already been
generated within the last 3 years.
10 Ibid.
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power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104,
552.110 and/or 552.133, and may be protected from required public disclosure.
Appendix E FORWARD HEDGING STRATEGIES AND PLANS
Successful management of the price and volumetric risks faced by DME requires analysis,
monitoring, and communication. Analysis of published weather forecasts and market price
data serve as key inputs to models used for planning and ensures that the appropriate data is
converted into useful information. Consistent with market risk policies defined herein and the
risk limits defined in Appendix A, DME, in concert with the RMC, develops annual hedging
strategies with underlying hedging plans as a means to manage the volumetric and price risks
faced by the utility. A review of the status of current hedging plans will typically be a topic of
discussion at RMC meetings.
Prior to February 1During the second quarter of each yearthe Fiscal Year, DME shall submit a
writtenconfidential updated Hedging Strategy to the RMC for managing the key components
of its expected net open positionenergy portfolio (load, renewables, congestion risk and the
DEC) for the upcoming three (3) full calendar years. Due to the complexity of the wholesale
energy markets and the energy regulatory environment, the Hedging Strategy is expected to
may require several iterations to the Hedging Plans to be developed and approved during each
year. due to market conditions. The RMC will approve theshall provide an update of its current
Hedging Strategy byto the end of February each year or at its first meeting thereafter.PUB and
Council as soon as practical after it has been approved. The Hedge Plan is a confidential
strategy document and will be presented to the PUB and City Council in closed session.
Each Hedging Plan will:
• Cover a clearly specified forward time period;
• Explain the justification for the hedge (a general description of the resource mix and
load that contribute to the open position for the specified time period, along with the
Open Position tolerances for the specified forward time period);
• Define a volumetric limit for hedge purchases and sales;
• Document transaction types expected to be used to carry out the Hedging Plan; and
• Proposed price triggers that will enable hedging activity within the Hedging Plan’s
limits.
DME may, at any time, request that the RMC consider changes to the current Hedging
Strategy or to an individual Hedging Plan. Any approved changes to the Hedging Strategy
or Hedging Plan shall be recorded in the RMC meeting minutes and an updated written
Hedging Strategy or Hedging Plan document will be prepared as soon as practical
incorporating such changes. All hedge strategy documents shall be confidential and not
subject to the open record requirements due to the proprietary and commercial sensitivity
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power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104,
552.110 and/or 552.133, and may be protected from required public disclosure.
of the plans. On occasion, it will become apparent to DME management that additional
transactions to reshape expected monthly forward positions are necessary given changes in
generation forecasts, market conditions, and load forecasts. The DME General Manager
may direct EMO staff to enter into and execute such transactions to rebalance the forward
position. These transactions will be discussed in RMC meetings ahead of time if conditions
allow, or reported after the fact and documented in the minutes of the next RMC meeting.
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power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104,
552.110 and/or 552.133, and may be protected from required public disclosure.
Appendix F New Product/Market Instrument Approval
Checklist2019 DME HEDGE PLAN
Hedge Plan Overview
The management of price and volume risk associated with the obligation to provide reliable,
economically priced wholesale electric energy to the customers of Denton Municipal Energy
(“DME”) is one of the main responsibilities of DME. This responsibility is both a short term and
long-term activity. Understanding the potential risks and their impacts along with executing
hedging transactions (trades) that reduce or eliminate price risk while providing stable and
predictable wholesale energy costs is the objective of the Hedge Plan.
The Hedge plan is a comprehensive analysis and a tactical plan for managing the risks associated
with the provision of energy and ancillary services required to meet the demands of the City of
Denton, its residents and its businesses. Because the Hedge Plan lays out the specific risks and
the plans to manage those risks into the future, it is a confidential document containing market
sensitive information and is protected pursuant to Texas Government Code Section 551.086.
The Hedge plan is however a component of the DME Risk Policy and this summary is included to
describe the purpose and methods that will be utilized by the EMO to remove risk from the
power supply portfolio.
The Hedge Plan does not provide a comprehensive descriptions of the day-to-day activities of
the EMO, but rather provides a description of the risk reduction trades that will be authorized
for the EMO to execute. The intra-day optimization of positions for the benefit of customers
and the required scheduling and interaction with ERCOT in its role as the transmission reliability
entity of Texas will continue to be the primary focus of the EMO.
The uncertainty of load and renewable energy generation in any temporal period coupled with
the changing price for power at each delivery point (generation and load) every five minutes and
the variability of natural gas price for the DEC make a single algorithm to determine hedge
actions impossible. Consequently, de-risking the supply and demand component of DMEs
positions must be accomplished by looking at each position independently. Maximizing value
and minimizing price risk to customers for each position is manageable and quantifiable and as
such the Hedge Plan will be executed on a position by position basis. The main positions include:
Load; Renewable Energy Generation and associated basis or congestion positions; and the
Denton Energy Center Position.
This Hedge Plan sets forth the types of risk reducing transactions that are recommended, the
detailed execution strategies and the optimization strategies that will be employed by DME
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power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104,
552.110 and/or 552.133, and may be protected from required public disclosure.
through the EMO department. All recommendations are based upon the risk positions that DME
owns and their relative risk is the current forward markets. Forward markets change daily and
on an intraday basis and the Hedge Plan is intended to permit sufficient flexibility to the EMO
personnel, consistent with the Risk Management Policy, to react to these market changes.
However, the Hedge Plan sets specific targeted volumes for hedging each position by certain
dates and with an objective for each set of trades entered into to reduce risk. The DME middle
office will monitor compliance with the mandated activities in the Hedge Plan and will report on
the compliance status on a daily basis to the front office and DME management. Any violations
of limits or requirements in the Hedge plan and Risk Policy will be reported to the Risk
Committee along with any recommended mitigation and disciplinary action if required.
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power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104,
552.110 and/or 552.133, and may be protected from required public disclosure.
Appendix G NEW PRODUCT/MARKET INSTRUMENT
APPROVAL CHECKLIST
Checklist Items
Primary
Accountability
Benefits
Identify and describe the benefits of using the new product Front Office
Risk
Understand and document the payoff profile of the new product Front Office
Identify and analyze credit risk of new product Middle Office
Develop methodology for measuring credit risk of new product (mark-to-
market, potential exposure, stress exposure.
Middle Office
Identify prospective counterparties for new product/instrument and
determine credit suitability.
Front Office &
Middle Office
Approve new product valuation methodology. Middle Office
Determine if staff, systems, and management skill sets are sufficient for
valuing and transacting new product.
Middle Office
Determine physical disposal or financial settlement requirements. Front Office & Back
Office
Determine stress test requirements for new product. Middle Office
Define how stress testing must be performed (frequency, scope,
independent source).
Middle Office
Financial
Define the capital requirements (exchange margin or collateral) of the
new product.
Front Office &
Middle Office
Determine contract documentation required. Front Office &
Middle Office
Accounting, Tax, and Regulations
Identify applicable U.S. and local regulatory restrictions for new product. Back Office/City
Finance
Determine regulatory compliance requirements, if any, for new product. Middle Office &
Back Office/City
Finance
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power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104,
552.110 and/or 552.133, and may be protected from required public disclosure.
Review accounting policies and approve proposed treatment. Back Office/City
Finance
Determine audit requirements. Back Office/City
Finance
Consider tax consequences of new product. Back Office/City
Finance
Policy
Verify counterparty authority to enter into contract for new product. Middle Office
Develop and implement monitoring and review procedures to ensure
Policy compliance.
Middle Office
Define procedures and responsibilities for independent verification of
positions and market valuation inputs (prices, and volatilities if
applicable).
Middle Office
Determine impact on position/risk limits/hedge targets Middle Office
Determine and define procedures for confirmation and reconciliation of
new product.
Middle Office
Verify that all groups involved in new product transaction procedures can
handle anticipated transaction volume.
Middle Office
Determine and define management reporting requirements. Middle Office
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power utility competitive and financial information in accordance with the provisions of Texas Government Code, Section 552.101, 552.104,
552.110 and/or 552.133, and may be protected from required public disclosure.
Appendix GH ENERGY RISK MANAGEMENT POLICY
ACKNOWLEDGEMENT FORM
The purpose of this form is to confirm that City of Denton employees involved with the
Energy Portfolio Management program have received, read, and understand DME’s
Energy Risk Management Policy.
Employee Name: _______________________________
Title: _______________________________
Department: _______________________________
Supervisor: _______________________________
My signature below confirms that I have received, read and understand DME’s Energy
Risk Management Policy and appendices, and the City of Denton policies regarding
employee conduct. I understand that my violation of the Risk Policy may result in
disciplinary action that may include termination of my employment with the City of
Denton.
_______________________________
Signature of Employee
_______________________________
Date
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 20-227,Version:1
AGENDA CAPTION
Receive a report, hold a discussion, and give staff direction regarding the possibility of Thriving Earth
Exchange providing a pro bono scientific study regarding the safety of gas well setbacks and reverse setback
distances.
City of Denton Printed on 1/24/2020Page 1 of 1
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City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Utility Administration
CM/ DCM/ ACM: Mario Canizares, 349-8232
DATE: January 28, 2020
SUBJECT
Receive a report, hold a discussion, and give staff direction regarding the possibility of Thriving Earth Exchange providing a pro bono scientific study regarding the safety of gas well setbacks and reverse setback distances.
BACKGROUND
During the December 10, 2019 City Council Pending Request work session item, Council Member Briggs made a request for staff to engage with Thriving Earth Exchange to discuss applying for an opportunity to have a pro bono scientific study regarding the safety of setback and reverse setback distances. After deliberation, Council directed staff to reach out to Thriving Earth Exchange to obtain additional
information.
Thriving Earth Exchange (TEX) is an organization that contributes to global well-being by supporting communities’ awareness and application of science and promotes equity by ensuring that all communities benefit from the opportunity to participate in, contribute to, and guide the use of scientific knowledge. The organization’s mission is to strengthen and enhance collaboration among communities, scientists, and
partner organizations so that all communities can build healthy, resilient, thriving, just, and ecologically responsible futures. The vision of the organization is to be a leader in contributing to global well-being by supporting communities’ awareness and application of science and promoting equity by ensuring that all communities benefit from the opportunity to participate in, contribute to, and guide the use of scientific knowledge.
Following the Council work session, Denton staff participated in a conference call with TEX staff on December 17, 2019. The purpose of the call was to discuss the City Council’s request, determine what services TEX could provide, and to obtain information about when and how to apply for a project. Staff was informed that TEX engagement is free of cost to the community, and that community is expected to
provide staff time and effort working in partnership with TEX. If a project was granted, TEX would provide a Community Science Fellow to define the project scope and match the community with a scientist. The scientist would then work with the appropriate staff for an average of two to three hours per week to complete the project.
During the call, Denton staff described the current gas well inspection program, including the gas well web site and map. The staff member from TEX was able to review the web site and see the inspection reports during the call. Denton staff then described the Council’s interest in having a scientific study regarding the safety of setback and reverse setback distances. Sampling and analytical requirements were outlined,
City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com
the number of gas wells in the City was described, and staff discussed the study completed by the Eastern Research Group for the City of Fort Worth.
FINDINGS During the discussion with TEX, staff described the City Council’s interest in having a study completed regarding the safety of gas well setbacks and reverse setback distances. TEX does have the expertise for literature reviews, help in scoping a project, support for writing requests for proposals to conduct scientific studies, and support for public engagement efforts. However, TEX has limited capabilities for sampling
and analyses, and does not have the ability to perform the level of sampling, analyses, and modeling needed to complete a study of the nature and magnitude of the Eastern Research Group study. These services would have to be provided by a consulting firm, and would likely include: • Completing ambient air monitoring and associated research to establish a baseline;
• Completing a point source emissions study to characterize emissions from natural gas-related point sources located within the City of Denton; • Complete air dispersion modeling using emission study results; and • Comparing air dispersion modeling results to health-based screening levels for public health evaluations (possibly could be provided by Thriving Earth Exchange).
Staff reached out to Thriving Earth Exchange and asked a few questions for further clarification regarding services that could be provided. The response to those questions is provided as Exhibit 3.
RECOMMENDATION
None. This AIS is being presented for informational purposes.
PRIOR ACTION/REVIEW (Council, Boards, Commissions) December 10, 2019, Council directed staff to engage with Thriving Earth Exchange to discuss applying
for an opportunity to have a pro bono scientific study regarding the safety of setback and reverse setback
distances.
EXHIBITS Exhibit 1: Agenda Information Sheet
Exhibit 2: Presentation
Exhibit 3: Thriving Earth Exchange response to questions Respectfully submitted: Kenneth Banks
General Manager Utilities
Thriving Earth Exchange Study
ID 20-227 JANUARY 28, 2020 1
Background
During December 10, 2019, Council Pending Request Work Session item,
Council directed staff to engage with Thriving Earth Exchange (TEX)
concerning a pro bono scientific study regarding the safety of setback and
reverse setback distances.
ID 20-227 JANUARY 28, 2020 2
Background
Thriving Earth Exchange (TEX)
Contributes to global well-being by supporting communities’ awareness and
application of science
Strengthens and enhances collaboration among communities, scientists, and
partner organizations so all communities can build healthy, resilient, thriving,
just, and ecologically responsible futures.
Vision is to be a leader in contributing to global well-being by ensuring all
communities benefit from the opportunity to participate in, contribute to,
and guide the use of scientific knowledge.
ID 20-227 JANUARY 28, 2020 3
Background
Denton staff facilitated a conference call with TEX staff on December 17,
2019 to discuss the Council’s request, determine what services TEX could
provide, and obtain information about when and how to apply for a project.
Staff learned that TEX engagement is free of cost to the community, and that
community is expected to provide staff time and effort working in
partnership with TEX.
If a project was granted, TEX provides a Community Science Fellow to define
project scope and match the community with a scientist. The scientist would
then work with staff for an average of two to three hours per week to
complete the project.
ID 20-227 JANUARY 28, 2020 4
Background
Denton staff described the current gas well inspection program, including the
gas well web site and map. The staff member from TEX was able to review
the web site and see the inspection reports during the call.
Denton staff described the Council’s interest in having a scientific study
regarding the safety of setback and reverse setback distances. Sampling and
analytical requirements were outlined, the number of gas wells in the City
was described, and staff discussed the study completed by the Eastern
Research Group for the City of Fort Worth.
ID 20-227 JANUARY 28, 2020 5
Findings
TEX can provide expertise for literature reviews, help in scoping a project, support for
writing requests for proposals to conduct scientific studies, and support for public
engagement efforts.
TEX has limited capabilities for sampling and analyses, and does not have the ability to
perform the level of sampling, analyses, and modeling needed to complete a study of the
nature and magnitude of the Eastern Research Group study.
These services would have to be provided by a consulting firm, and likely include:
◦Completing ambient air monitoring and associated research to establish a baseline;
◦Completing a point source emissions study to characterize emissions from natural gas-
related point sources located within the City of Denton;
◦Completing air dispersion modeling using emission study results; and
◦Comparing air dispersion modeling results to health-based screening levels for public
health evaluations (possibly could be provided by Thriving Earth Exchange).
ID 20-227 JANUARY 28, 2020 6
Recommendations
This presentation is provided for informational purposes. Staff will be glad
to provide additional information upon request
ID 20-227 JANUARY 28, 2020 7
Questions / Comments
Thriving Earth Exchange Study
ID 20-227 JANUARY 28, 2020 8
Exhibit 3. Questions and responses regarding Thriving Earth Exchange. Response
provided via email on January 16, 2020.
Question 1. It is Denton staff’s understanding that Thriving Earth Exchange can provide the
following services: literature reviews, help in scoping projects, support for
writing requests for proposals, and support for public engagement efforts. Are
there any additional services that should be added to this list?
Response: It’s a bit tough to give you a comprehensive list because every project we do is
different, a similar effort in 2 communities can look very different once
complete, and the scope/what is accomplished can be very dependent on the
creativity/resources/ingenuity/commitment that the entire project team is able
to bring to the effort. I can build out your list a bit though: literature reviews,
help in scoping projects, support for writing requests for proposals, and support
for public engagement efforts – and also mapping/data analysis, staff training,
citizen science programs, methodology development, limited sampling/analysis,
review and interpretation of existing reports/data, etc.
Question 2. During our phone conversation, we discussed the City Councils desire to inquire
about a pro bono study to assess the human health impacts of various gas well
setback distances for the gas wells in the City of Denton. As discussed, this
effort will require extensive sampling, analyses, and modeling, as well as
substantial analytical work to compare the resulting data to State and National
health-based standards and exposure scenarios. It is Denton staffs
understanding that Thriving Earth Exchange is limited does not have the ability
to conduct a pro bono project involving air quality sampling, laboratory analyses,
modeling, and exposure scenarios to assess human health impacts for a study of
this magnitude, which would be similar to the Eastern Research Group study for
Ft. Worth that we discussed. Can you confirm? Does TEX have the ability to offer
any capabilities for air quality sampling and analyses free of charge? If so, can
you briefly describe what sampling and analyses may be able to be provided?
Response: Correct, the magnitude of the study you describe is beyond the capabilities of
our volunteers. It’s possible that a pro bono scientist could take on some limited
air sampling/analysis through our program (perhaps ~1-4 locations over a couple
of months) – but this would be incredibly variable based on what scientist(s) can
be found locally. I couldn’t guarantee it. Within the bound of what you describe,
roles that could be taken easily on by one of our scientists include: comparing
existing, historical data to compare to national health standards/ scenarios;
advising on the geographical range, type and frequency of sampling needed to
address community concerns, and there’s definitely more. Three things to make
sure are conveyed, I think, when you discuss this with your council are:
• Thriving Earth Exchange doesn’t provide pro-bono consulting
services. It’s about facilitating collaborations between scientists and
communities. The scientists participate pro-bono, but we design
projects that require the engagement by and between both parties.
• The first part of every project is to design the project. A Community
Science Fellow would ask you probing questions in a scoping
conversation to determine exactly how this program could advance
your local priorities/ questions/ concerns. Projects are refined further
when you are matched to a volunteer scientist (they often have new
ideas and refinements that improve impact and feasibility). We never
know exactly what a project will be before it starts.
• This is a volunteer-run program which launches projects for free that
don’t come with any funding. The benefit of this is that it invites and
makes space to surface and advance new, exciting and important
ideas. Conversations are enabled that wouldn’t happen otherwise. It
sometimes also moves slowly. A paid consultant can do a lot more a
lot quicker. (But the outcome is often very different.
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 20-185,Version:1
AGENDA CAPTION
Deliberations Regarding Certain Public Power Utilities: Competitive Matters - Under Texas Government Code
Section 551.086; Consultation with Attorneys - Under Texas Government Code, Section 551.071.
Receive a presentation from staff regarding public power competitive and financial matters about the risks of
wholesale energy supply and risk management plans and strategies as each relates to the electric power and gas
portfolio; discuss, deliberate, and provide direction to staff regarding the same. Consultation with the City’s
attorneys regarding legal issues associated with the above matters where a public discussion of these legal
matters would conflict with the duty of the City’s attorneys to the City of Denton and the Denton City Council
under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the
City’s legal position in any administrative proceeding or potential litigation.
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City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 20-223,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.
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City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 20-271,Version:1
AGENDA CAPTION
Consultation with Attorneys - Under Texas Government Code Section 551.071
Consult with and provide direction to City’s attorneys regarding legal issues and strategies associated with
changes to Subchapters 1,6,and 8 of the Denton Development Code relating to applicability,gas well drilling,
and production reverse setbacks,definitions,and procedures;where a discussion of these legal matters in an
open meeting would conflict with the duty of the City’s attorneys to the City of Denton City Council under the
Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas.
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City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 20-272,Version:1
AGENDA CAPTION
Consultation with Attorneys - Under Texas Government 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.
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City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 19-2862,Version:1
AGENDA CAPTION
Consider adoption of an ordinance of the City of Denton amending the City of Denton Code of Ordinances
(Code) Section 2-29 (City Council Rules of Procedure) subsection (g)(5) (majority vote required) amending
procedures for matters ending in a tie-vote; providing for a severability clause; and providing for an effective
date.
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City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: City Manager’s Office
CM: Todd Hileman
DATE: January 28, 2020
SUBJECT
Consider adoption of an ordinance of the City of Denton amending the City of Denton Code of Ordinances
(Code) Section 2-29 (City Council Rules of Procedure) subsection (g)(5) (majority vote required) amending
procedures for matters ending in a tie-vote; providing for a severability clause; and providing for an
effective date.
BACKGROUND
The Rules of Procedure currently requires an affirmative vote of four members to take official action and
treats a tie-vote as a pending matter which is carried over to subsequent meetings until the full board is
present. This tie-vote provision is applied to all boards and commissions with the exception of the Planning
and Zoning Commission. Possible revisions for tie-vote procedures were discussed in a City Council work
session on September 11, 2018. At that meeting, City Council directed staff to modify the Denton
Development Code to address the Planning and Zoning Commission’s tie-vote procedures; direction was
not given to expand the Planning and Zoning tie-vote process to all boards, commissions, and committees.
During the September 24, 2019, work session discussion on City Council-requested Rules of Procedure
revisions, City Council directed staff to draft a revision to the Rules of Procedure mirroring the language in
the Development Code and treating tie-votes for all boards, commissions, and committees as a denial. This
requested revision is consistent with Robert’s Rules of Order.
City staff presented their proposed revision to the tie-vote provision at the December 3, 2019, City Council
meeting. During that meeting, City Council requested that staff revise the draft ordinance to have a separate
City Council process from boards, commission, and committees for matters ending in a tie-vote. The City
Council requested that City Council tie-votes caused by an absence be automatically placed on each
subsequent City Council meeting agenda until a full Council is present. For City Council matters ending in
a tie-vote due to a recusal, the vote shall be considered a denial. All matters ending in a tie-vote for boards,
commissions, and committees will be treated as a denial, consistent with Robert’s Rules of Order.
During the December 3 discussion, the City Council also asked that the draft ordinance be revised to clarify
that the new tie-vote provision does not apply to the Planning and Zoning Commission due to separate
processes outlined in the Denton Development Code.
RECOMMENDATION
In response to feedback provided by the City Council on December 3, staff has revised the proposed
ordinance language amending the City Council Rules of Procedure to differentiate the process for City
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
Council tie-votes from the process for board, commission, and committee tie-votes and to clarify that the
new provision does not apply to matters ending in a tie-vote with the Planning and Zoning Commission.
EXHIBITS
Exhibit 1 – Agenda Information Sheet
Exhibit 2 – Ordinance
Exhibit 3 – Section 2-29 Subsection (g) Redlined
Respectfully submitted:
Rachel Wood
Development Services
ORDINANCE NO. ______________
AN ORDINANCE OF THE CITY OF DENTON, AMENDING THE CITY OF DENTON
CODE OF ORDINANCES (CODE) SECTION 2-29 (CITY COUNCIL RULES OF
PROCEDURE) SUBSECTION (G)(5) (MAJORITY VOTE REQUIRED) TREATING ALL
MATTERS ENDING IN A TIE-VOTE AS A DENIAL ESTABLISHING AMENDING
PROCEDURES FOR MATTERS ENDING IN A TIE-VOTE; PROVIDING FOR A
SEVERABILITY CLAUSE; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the City Council of the City of Denton desires to conduct the City Council
meetings of the City of Denton in the most efficient and time effective manner; and
WHEREAS, the City Council desires to enhance the efficiency of meetings by treating
matters ending in a tie-vote as a denial, which is consistent with Robert’s Rules of Order; and
WHEREAS, Denton City Council meetings are conducted in accordance with the
Council Rules of Procedure set forth in Section 2-29 of the Denton City Code of Ordinances;
NOW THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. That Section 2-29(g)(5) of the Denton Code of Ordinances, known as the
Denton City Council Rules of Procedure, is hereby amended to read as follows:
(5) Majority vote required: An affirmative vote of four (4) members is necessary to
repeal any ordinance or take any official action in the name of the city except as
otherwise provided in the Charter, by the laws of the State of Texas, or these rules.
(Charter, Section 2.06)
a. Tie-Vote:
1. City Council: Matters voted on by the city City cCouncil which end in
a tie-vote shall be considered a denial. due to absence(s) shall
automatically be placed on each subsequent council meeting agenda
until thea full Ccouncil is present or the matter does not end in a tie
vote. Matters voted on by the City Council when the full Council is
present, which end in a tie-vote due to a recusal(s) shall be considered
a denial.
2. Boards, Commissions, and Committees: With the exception of the
Planning and Zoning Commission, mMatters voted on by boards,
commissions, and committees as defined by Section 2-81, which end
in a tie-vote, regardless of the cause, shall be considered a denial. This
provision applies to all task forces, ad hoc committees, or other limited
duration groups established by the City Council.
i. The Denton Development Code outlines the process for City
Council review and decision of any recommendations made by
the Planning and Zoning Commission.
SECTION 2. The provisions of this Ordinance are severable, and the invalidity of any
phrase, clause, or part of the Ordinance shall not affect the validity or effectiveness of the
remainder of the Ordinance.
SECTION 3. This Ordinance shall become effective immediately upon its passage and
approval.
The motion to approve this ordinance was made by __________________________
and seconded by _________________________________, the ordinance was passed and
approved by the following vote [___ - ___]:
Aye Nay Abstain Absent
Chris Watts, Mayor: ______ ______ ______ ______
Gerard Hudspeth, District 1: ______ ______ ______ ______
Keely Briggs, District 2: ______ ______ ______ ______
Jesse Davis, District 3: ______ ______ ______ ______
John Ryan, District 4: ______ ______ ______ ______
Deb Armintor, At Large Place 5: ______ ______ ______ ______
Paul Meltzer, At Large Place 6: ______ ______ ______ ______
PASSED AND APPROVED this the _________ day of ___________________, 2020.
__________________________________
CHRIS WATTS, MAYOR
ATTEST:
ROSA RIOS, CITY SECRETARY
BY: __________________________________
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY: _________________________________
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 19-2863,Version:1
AGENDA CAPTION
Consider adoption of an ordinance of the City of Denton to amend the City of Denton Code of Ordinances
(Code)section 2-29(f)(4)(d)(City Council Rules of Procedure)related to public hearings by allowing speakers
who have previously provided input the opportunity to provide a rebuttal after hearing the applicant’s rebuttal;
providing for a severability clause; and providing for an effective date.
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City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: City Manager’s Office
CM: Todd Hileman
DATE: January 28, 2020
SUBJECT
Consider adoption of an ordinance of the City of Denton to amend the City of Denton Code of
Ordinances (Code) section 2-29(f)(4)(d) (City Council Rules of Procedure) related to public hearings
by allowing speakers who have previously provided input the opportunity to provide a rebuttal
after hearing the applicant’s rebuttal; providing for a severability clause; and providing for an effective
date.
BACKGROUND
At their September 24, 2019, work session, City Council directed staff to amend the Rules of Procedure to
allow each resident who provided initial input during a Public Hearing to provide a rebuttal following the
applicant’s rebuttal.
During the December 3, 2019 City Council meeting, staff presented a proposed Rules of Procedure
revision to allow residents to provide a second, final rebuttal after the applicant’s rebuttal. During that
presentation, the City Council asked staff to limit the second, final rebuttal period to two minutes. Staff
has since revised the ordinance language accordingly.
RECOMMENDATION
To address the City Council’s direction to allow residents to provide a rebuttal following the applicants
rebuttal during a public hearing, staff recommends amending Section 2-29 of the Code of Ordinances.
EXHIBITS
Exhibit 1 – Agenda Information Sheet
Exhibit 2 – Ordinance
Exhibit 3 – Section 2-29 Redlined
Respectfully submitted:
Rachel Wood
Development Services
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
Denton Code of Ordinances
CHAPTER 2. ADMINISTRATION
ARTICLE II. – ADMINISTRATIVE ORGANIZATION
Sec. 2-29. - City council rules of procedure.
(a) Authority.
(1) Charter: Pursuant to the provisions of Section 2.07 of the Charter of the City of Denton, Texas,
the City Council hereby enacts these rules of procedure for all meetings of the City Council of
the City of Denton, Texas.
During any meeting, a reasonable opportunity shall be given for citizens to be heard under
these rules. These Rules of Procedure are enacted as guidelines to be followed by all persons
in the Council Chamber including the city administrative staff, news media, and visitors.
(b) General rules.
(1) Meetings to be public: All official meetings of the Council and Council committees and
subcommittees, except closed meetings permitted by the provisions of the Texas Open
Meetings Act, V.T.C.A. Government Code Ch. 551, (Vernon 2014), as amended, shall be open
to the public.
(2) Quorum: Four (4) members of the council shall constitute a quorum for the transaction of
business. (Charter, Section 2.06)
(3) Compelling attendance: No member shall be excused from attendance at a council meeting
except for good and valid reasons. It will be the duty of the council member to notify the city
secretary prior to the meeting at which he or she is going to be absent. The city secretary will
record each council member as being present or absent as a part of the minutes prepared for
each council meeting.
(4) Misconduct: The council may punish its own members for misconduct consistent with any
ethics policy adopted by the council.
(5) Minutes of meetings: An account of all proceedings of the council shall be kept by the city
secretary and shall be entered in a book constituting the official record of the council. A certified
agenda shall be prepared and shall be approved by the mayor for all closed meetings for which
a certified agenda is required to be kept in accordance with the Texas Open Meetings Act.
(6) Questions to contain one subject: All questions submitted for a vote shall contain one subject,
except the city council may approve all items which are on the consent agenda in one motion,
regardless of how many subjects are contained in the consent agenda, so long as all items
have been properly posted in accordance with the Texas Open Meetings Act and have not been
removed from the consent agenda by a council member. If two or more points are involved, any
member may require a division, if the question reasonably admits of a division.
(7) Right to floor: Any member desiring to speak shall be recognized by the chairperson, and shall
confine his or her remarks to the subject under consideration or to be considered. No member
shall be allowed to speak more than once on any one subject until every member wishing to
speak shall have spoken.
(8) City manager: The city manager, or acting city manager, shall attend all meetings of the council
unless excused. He or she may make recommendations to the council and shall have the right
to take part in all discussions of the council, but shall have no vote. (Charter, Section 5.03 (d))
(9) City attorney: The city attorney, or acting city attorney, shall be available upon request for all
meetings of the council unless excused and shall, upon request, give an opinion, either written
or oral, on questions of law. The city attorney shall act as the council's parliamentarian.
(10) City secretary: The city secretary, or acting city secretary, shall attend all meetings of the
council unless excused, and shall keep the official minutes and perform such other duties as
may be requested by the council.
(11) Officers and employees: Any officer or employee of the city, when requested by the city
manager, shall attend any meeting of the council. If requested to do so by the city manager,
such employee may present information relating to matters before the council.
(12) Rules of order: These rules govern the proceedings of the council in all cases, except that
where these rules are silent, the most recent Edition of Robert's Rules of Order shall govern.
(13) Suspension of rules: Any provision of these rules not governed by the City Charter or other
City Code provisions may be temporarily suspended by the affirmative vote of four (4) members
of the council. The vote on any such suspension shall be taken by yeas or nays and entered
into the minutes of the council.
(14) Amendment of rules: These rules may be amended, or new rules adopted by the affirmative
vote of four members of the council, provided that the proposed amendments or new rules shall
have been introduced before the city council at a prior council meeting.
(c) Code of conduct.
(1) Council members:
a. During council meetings, council members shall preserve order and decorum and shall
neither by conversation or otherwise delay or interrupt the proceedings nor refuse to
observe the rules of the council.
b. A council member, once recognized, shall not be interrupted while speaking unless called
to order by the mayor or presiding officer, unless a point of order is raised by another
member or the parliamentarian, or unless the speaker chooses to yield to questions from
another member. If a council member is called to order while he or she is speaking, he or
she shall cease speaking immediately until the question of order is determined. If ruled to
be in order, he or she shall be permitted to proceed. If ruled not to be in order, he or she
shall remain silent or shall alter his or her remarks so as to comply with rules of the council.
(2) Administrative staff:
a. Members of the administrative staff and employees of the city shall observe the same rules
of procedure and decorum applicable to members of the council, and shall have no voice
unless and until recognized by the chair.
b. While the presiding officer shall have the authority to preserve decorum in meetings as far
as staff members and city employees are concerned, the city manager also shall be
responsible for the orderly conduct and decorum of all city employees under his or her
direction and control.
c. The city manager shall take such disciplinary action as may be necessary to insure that
such decorum is preserved at all times by city employees in council meetings.
d. All remarks and questions addressed to the council shall be addressed to the council as a
whole and not to any individual member thereof.
e. No staff member, other than a staff member having the floor, shall enter into any
discussion either directly or indirectly without permission of the presiding officer.
(3) Citizens:
a. Citizens and other visitors are welcome to attend all public meetings of the city council, and
will be admitted to the city council chamber or other room in which the city council is
meeting, up to the fire safety capacity of the room.
b. All meeting attendees shall conduct themselves with propriety and decorum. Conversations
between or among audience members should be conducted outside the meeting room.
Attendees will refrain from excessively loud private conversations while the council is in
session.
c. Unauthorized remarks from the audience, stamping of the feet, applauding, whistles, yells,
and similar demonstrations shall not be permitted.
d. Placards, banners, signs, pamphlets, flyers, or political materials of any type will not be
permitted in the city council chamber or in any other room in which the city council is
meeting. Exhibits, displays, and visual aids used in connection with presentations to the
city council, however, are permitted.
e. Audience members may not place their feet on any chairs in the city council chamber or
other room in which the city council is meeting.
f. Only city council members and city staff may step onto the dais.
g. All people wishing to address the city council shall first be recognized by the presiding
officer and shall limit their remarks to the matter under discussion.
h. All remarks and questions addressed to the city council shall be addressed to the city
council as a whole and not to any individual members.
i. Any person addressing the city council in the city council chamber shall do so from the
lectern unless physically unable to do so. People addressing the city council shall not be
permitted to approach the dais. If they wish to hand out papers or other materials to the city
council, they should express that desire to the presiding officer, and the city manager shall
direct a staff member to hand out the materials.
j. When the time has expired for a presentation to the city council, the presiding officer shall
direct the person speaking to cease. A second request from the presiding officer to cease
speaking shall be cause of the removal of the speaker if that person continues to speak.
k. Equipment, apparatus, or paraphernalia such as camera tripods, easels, or wheelchairs
shall not obstruct, block, or otherwise be located in the doorway, entranceway, or
walkways of the city council chambers or of any other room in which the city council may
choose to meet. Representatives of the electronic media may set up cameras and other
equipment only in the back of the room. It is permissible for television camera operators to
film for short periods of time (several minutes) from the entranceway to the city council
chambers. Any radio station, which broadcasts the regular city council meetings live, may
hook their equipment up at the front of the room as long as it remains out of sight and out
of the way.
l. There will be a uniformed City of Denton police officer present at all regular meetings of the
city council. This police officer shall act in the capacity of a security officer/sergeant-at-
arms, and shall enforce the meeting rules and act upon the direction of the presiding
officer.
m. Any person making personal, impertinent, profane, or slanderous remarks, or who
becomes boisterous while addressing the city council or who otherwise violates any of the
above-mentioned rules while attending a city council meeting shall be removed from the
room at the direction of the presiding officer, and the person shall be barred from further
audience before the city council during that session of the city council. If the presiding
officer fails to act, any member of the city council may move to require the offending
person's removal, and the affirmative vote of a majority of the city council shall require the
presiding officer to act. The sergeant-at-arms, if so directed by the presiding officer or an
affirmative vote of the majority of the city council, shall remove the offending person from
the meeting.
(4) Enforcement: The city manager, in the absence of a designated law enforcement officer, shall
act as sergeant at arms for the council, and shall furnish whatever assistance is needed to
enforce the rules of decorum herein established.
(5) Seating arrangement: The city secretary, city manager and city attorney shall occupy the
respective seats in the council chamber assigned to them by the mayor, but any two (2) or more
members of the council may exchange seats.
(6) Videoconferencing: City council members may elect to participate in a city council meeting by
videoconference in the event the member is traveling or unable to attend a meeting due to
illness.
a. Procedures for meeting by videoconference if a quorum will be in one physical location:
The council meeting notice shall specify where the quorum of the governmental body will
be physically present, and the intent to have a quorum present at that location. The video
and audio feed of a remote councilmember or employee shall be broadcast live at the
meeting. Each portion of the meeting held by videoconference call that is required to be
open to the public shall be visible and audible to the public at the location where the
quorum is present. The location at which the quorum is present, and each remote location
from which a member of the governmental body participates, shall have two-way audio and
video communication with each other location during the entire meeting. Each participant's
face in the videoconference call, while speaking, shall be clearly visible and audible to
each other participant and, during the open portion of the meeting, to the members of the
public in attendance at the location where a quorum is present, and at any other location of
the meeting that is open to the public. The audio and video signals perceptible by members
of the public at each location of the meeting shall meet or exceed minimum standards
established by Texas Department of Information Resources (DIR) rules. The audio and
video signals perceptible by members of the public at the location where the quorum is
present and, any other location open to the public, shall be of sufficient quality so that
members of the public at each location can observe the demeanor and hear the voice of
each participant in the open portion of the meeting. If a problem occurs that causes a
meeting to no longer be visible and audible to the public at the location where a quorum is
present, the meeting shall be recessed until the problem is resolved, and if the problem is
not resolved in six hours or less, the meeting shall be adjourned. The city shall make at
least an audio recording of the meeting, and the recording shall be made available to the
public.
b. Procedures for meeting by videoconference if a quorum will not be in one physical location:
The city shall make available to the public at least one suitable physical space in the city
that is equipped with videoconference equipment that provides an audio and video display,
as well as a camera and microphone, by which a member of the public can provide
testimony or otherwise participate in the meeting. The member of the governmental body
presiding over the meeting shall be present at this site, and the location must be open to
the public. The meeting notice shall specify the physical space provided, and shall also
specify the intent to have the presiding officer present at the location. Any member of the
public present at this location shall be provided the opportunity to participate in the meeting
by means of a videoconference call in the same manner as a person who is physically
present at a meeting of the governmental body that is not conducted by videoconference.
Each portion of the meeting held by videoconference call that is required to be open to the
public shall be visible and audible to the public. The video and audio feed of a remote
councilmember or employee shall be broadcast live at the meeting. The site provided in the
city and each remote location from which a member participates, shall have two-way audio
and video communication with each member who is participating by videoconference
during the entire meeting. Each participant's face in the videoconference, while speaking,
must be clearly visible and audible to each other participant and, during the open portion of
the meeting, to the members of the public in attendance at the meeting location in the city,
and at any other location of the meeting that may be open to the public. The audio and
video signals perceptible by members of the public at each location of the meeting shall
meet or exceed minimum standards established by DIR rules. The audio and video signals
perceptible by members of the public at each location of the meeting that is open to the
public, and each remote location, must be of sufficient quality so that members of the
public at each location can observe the demeanor and hear the voice of each participant in
the open portion of the meeting. If a problem occurs that causes the meeting to no longer
be visible and audible to the public at the meeting site in the city, the meeting must be
recessed until the problem is resolved, and if the problem is not resolved in six hours or
less, the meeting shall be adjourned. The city shall make at least an audio recording of the
meeting, and the recording shall be made available to the public.
c. Council members wishing to participate in a meeting by videoconference shall provide
notice to the city manager and the agenda committee not less than seven (7) days prior to
the meeting.
(d) Types of meetings.
(1) Regular meetings: The council shall meet on the first and third Tuesday of each month, at such
time as may be set by the city council, unless the meeting is postponed or cancelled for valid
reasons. All regular meetings of the council will be held in City Hall at 215 East McKinney
Street, Denton, Texas or at such other location as the city council may, from time to time by
proper posting under the Open Meetings Act and so long as the location is open to the public,
designate.
(2) Special meetings: Special meetings may be called by the mayor, the city manager, or by any
three (3) members of the council. The city secretary shall post notice thereof as provided by the
Texas Open Meetings Act. The mayor, city manager, or three (3) of the council members may
designate a location for the special meeting other than City Hall, as long as the location is open
to the public.
(3) Workshop meetings: Workshop meetings (also referred to as "work sessions") may be held on
the first and third Tuesday of each month at such time as may be set by the city council, or on
such other day as the city council may designate and at such time as may be set by the city
council, to discuss near to mid or long range issues and to answer city council questions
concerning all agenda items. Workshops or work sessions may be called using the same
procedure required for special meetings as provided for in subsection (2) above. The purpose of
the workshop meeting is to discuss or explore matters of interest to the city, to meet with city
boards, commissions, or committee members, city staff or officers of civic organizations,
governing bodies or individuals specifically invited to the session by the mayor, council or city
manager. These meetings are informational and normally no final action shall be taken unless
the posted agenda indicates otherwise. However, the city council may, by consensus, provide
general direction to staff with regard to matters of interest or concern, understanding such
matters ultimately may require a formal vote of the council for implementation.
(4) Luncheon meetings: Luncheon workshop or work session meetings may be held on the first
Monday of each month at such time as may be set by the city council, or on such other day as
the city council may designate. Such meetings may be called using the same procedure
required for special meetings as provided for in subsection (2) above. The purpose of the
luncheon meeting is to discuss or explore matters of interest to the city, to meet with city
boards, commissions, or committee members, city staff or officers of civic organizations,
governing bodies or individuals specifically invited to the session by the mayor, council or city
manager. These meetings are informational and normally no final action shall be taken unless
the posted agenda indicates otherwise. However, the city council may, by consensus, provide
general direction to staff with regard to matters of interest or concern, understanding such
matters ultimately may require a formal vote of the council for implementation.
(5) Emergency meetings: In case of emergency or urgent public necessity, which shall be
expressed in the notice of the meeting, an emergency meeting may be called by the mayor, the
city manager or by three members of the council, and it shall be sufficient if the notice is posted
two hours before the meeting is convened.
(6) Closed meetings: The council may meet in a closed meeting pursuant to the requirements of
the Texas Open Meetings Act.
(7) Recessed meetings: Any meeting of the council may be recessed to a later time, provided that
no recess shall be for a longer period than until the next business day.
(8) Notice of meetings: The agenda for all meetings, including council committee or subcommittee
meetings, shall be posted by the city secretary on the city's official bulletin board and notice of
all meetings shall be given by the city secretary pursuant to the requirements of the Texas Open
Meetings Act.
(e) Presiding officer and duties.
(1) Presiding officer: The mayor, or in the absence of the mayor, the mayor pro-tem, shall preside
as chairman, or presiding officer at all meetings of the council. In the absence of the mayor and
the mayor pro-tem, the council shall elect a temporary presiding officer. (Charter, Section 2.03)
(2) Call to order: The meetings of the council shall be called to order by the mayor, or in his or her
absence, by the mayor pro-tem. In the absence of both the mayor and the mayor pro-tem, the
meeting shall be called to order by the city secretary, and a temporary presiding officer shall be
elected as provided above.
(3) Preservation of order: The presiding officer shall preserve order and decorum, and confine
members in debate to the question under discussion. The presiding officer shall call upon the
sergeant-at-arms as necessary to enforce compliance with the rules contained herein.
(4) Points of order: The presiding officer shall determine all points of order, subject to the right of
any member to appeal to the council. If any appeal is taken, the question shall be, "Shall the
decision of the presiding officer be sustained?" If a majority of the members present vote "No,"
the ruling of the chair is overruled; otherwise, it is sustained.
(5) Questions to be stated: The presiding officer shall state all questions submitted for a vote and
announce the result. A roll call vote shall be taken upon the request of any member, and upon
the passage of all ordinances and resolutions.
(6) Substitution for presiding officer: The presiding officer may call any other member to take his or
her place in the chair, such substitution not to continue beyond adjournment.
(7) Call for recess: The presiding officer may call for a recess of up to fifteen (15) minutes at
regular intervals of approximately one hour at appropriate points in the meeting agenda, or if
requested by any two (2) members.
(f) Order of business.
(1) Agenda: The order of business of each meeting shall be as contained in the agenda prepared
by the city manager, which shall be reviewed and approved by an agenda committee composed
of the mayor, the mayor pro-tem, and the city manager. When items are removed from the
consent agenda and placed on the regular agenda by members of the council, the removed
items shall be taken up in the order of removal right after the consent agenda. Placement of
items on the agenda shall be governed by this ordinance; provided that if a council member has
an "emergency" item that the council member believes should be placed on the next regular or
special meeting agenda, the placement must be approved by two members of the agenda
committee or at the direction of a majority of the council. Conduct of business at special
meetings will likewise be governed by an agenda and these rules of procedure.
(2) Pledge of Allegiance: Each agenda shall provide an item for the recital of the "Pledge of
Allegiance" at the regularly scheduled city council meetings. This item shall begin with the
recital of the pledge of allegiance for the United States flag and shall follow with a recital of the
pledge of allegiance for the Texas state flag in accordance with V.T.C.A. Government Code §
3100.101.
(3) Presentations by members of council or city manager: The agenda shall provide a time when
the mayor or any council member may bring before the council any business that he or she
feels should be deliberated upon by the council at a future council meeting. These matters need
not be specifically listed on the agenda, but discussion and formal action on such matters shall
be deferred until a subsequent council meeting. Any member may suggest an item for
discussion at a future work session. The city manager or city staff shall only respond
preliminarily on this item at the work session. If the city council believes the item requires a
more detailed review, the council will give the city manager or city staff direction to place the
item on a future regular meeting agenda and advise staff as to the background materials to be
desired at such meeting. The city council may receive from the city manager or city staff or a
member of the city council reports about items of community interest including expressions of
thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or
salutary recognition of a public official, public employee, or other citizen, except that a
discussion regarding a change in the status of a person's public office or public employment is
not an honorary or salutary recognition for purposes of this subdivision; a reminder about an
upcoming event organized or sponsored by the governing body; information regarding a social,
ceremonial, or community event organized or sponsored by an entity other than the governing
body that was attended or is scheduled to be attended by a member of the governing body or
an official or employee of the municipality; and announcements involving an imminent threat to
the public health and safety of people in the municipality that has arisen after the posting of the
agenda so long as authorized by the Texas Open Meetings Act.
(4) Presentations from members of the public:
a. Reports from members of the public: Reports from members of the public shall be received
through either of two (2) methods: 1) prior registration or 2) open microphone.
1) Prior registration. Any person who wishes to place a subject on the council agenda at
regular council meetings shall advise the city manager's office of that fact and the
specified subject matter which he or she desires to place on the agenda no later than
12:00 p.m. Thursday prior to the council meeting at which he or she wishes the
designated subject to be considered. Such reports shall be heard at the beginning of
the regular meeting of the city council pursuant to an agenda posting allowing a period
of public comment. Up to four (4) speakers per meeting will be assigned to speak at
this forum.
Each speaker providing a report shall speak for no longer than four (4) minutes. At the
conclusion of each report, council may pose questions to the speaker concerning his
or her report. Council may also engage in discussion concerning each report. If the
city council believes that a speaker's report requires a more detailed review, the
council will give the city manager or city staff direction to place the item on a future
work session or regular meeting agenda and advise staff as to the background
materials to be desired at such meeting.
2) Open microphone. At the beginning of the regular meeting of the city council, up to
two (2) persons who have not registered to speak as above described may make
comments through the open microphone procedure. Such person(s) shall have filed a
"Blue Card" requesting to speak during this period prior to the calling of this agenda
item. At the time the city council calls the Open Microphone comment period, a person
may present himself or herself and make public comments regarding public business;
provided however, such persons shall not be allowed to speak to items on the current
agenda in light of other established procedures for taking such comments as specified
in these rules.
No person may fill out a "request to speak" form in order to speak or comment on
another person's report, which is given at the same council meeting. An
announcement may be made, prior to the time for reports from members of the public
on the agenda, summarizing the main portions of the rules and the "code of conduct"
as they may apply to members of the public speaking to the council. Any speaker
providing a report shall speak for no longer than four (4) minutes on all items that he
or she may bring before the council at each meeting.
b. Work session or workshop items: As it concerns the workshop agenda, citizens or other
interested persons may not participate in the session unless invited to do so by the mayor.
If the mayor invites citizens to participate in a work session, their participation will cease at
the point the mayor closes the session to public input to allow the council to give city staff
direction as to needed information for the possible future meeting on the item. Citizens
should be advised of the nature of the work session, but that their input on these items is
premature until such item is placed upon a city council agenda for final action. The purpose
of this procedure is to allow the citizens attending the regular meeting the opportunity of
hearing the views of their fellow citizens in a more formal setting. Any citizen may supply
the city council a written statement or report regarding the citizen's opinion on a matter
being discussed in a work session.
c. Speaking on consent and regular agenda items: Any person who wishes to address the
council regarding a non-public hearing regular or consent agenda item that is on the
council's agenda, shall complete a "request to speak" form asking to speak regarding the
item and shall return it to the city secretary. On consent items, the request to speak card
shall be submitted prior to the citizen comment on consent agenda items at the beginning
of the city council meeting. On regular agenda items, the request to speak card shall be
submitted prior to the time the city council considers the item. The mayor will call upon the
person who desires to speak.
1) Consent agenda items: When consent agenda items are posted on an agenda,
citizens or other interested persons will be allowed to make citizen comment
immediately after the opening of the city council meeting and prior to workshop or
work session items on the agenda by filling out a "request to speak" card (aka a "blue
card") asking to speak on any or all consent agenda items and returning the form to
the city secretary. In the event a person is unable to attend the city council workshop
or work session, he or she may contact the city secretary prior to the opening of the
meeting and request that a consent agenda item be pulled from the consent agenda
in order to allow comment as an individual item at the regular meeting of the city
council. The city secretary shall make any such request known to the city council.
Consent agenda items are generally routine nature, so comment at this time facilitates
the regular council meeting where no citizen comment on consent agenda items will
be permitted, unless the item is removed from the consent agenda by a member of
the council to be considered as an individual item during the regular meeting.
Speakers will be allowed three (3) minutes per speaker and may comment on any or
all consent agenda items so long as any speaker's time does not exceed a total of
three (3) minutes.
2) Regular agenda items: During the regular session of the city council meeting, any
citizen or interested person may comment on an item posted on the agenda for final
action. Any person who wishes to address the council regarding a non-public hearing
item that is on the council's agenda, shall complete a "request to speak" form asking
to speak regarding the item and shall return it to the city secretary before the council
considers the item. This procedure applies to speakers desiring to speak to items for
individual consideration on the agenda during the regular meeting of the city council.
The mayor will call upon the person to speak. Speakers will be allowed three (3)
minutes per speaker as to any particular agenda item being considered by the city
council.
d. Public hearings:
1) Any person who wishes to address the council at a public hearing is encouraged to
complete a "request to speak" form and return it to the city secretary before the
applicable hearing. The mayor will call upon the person to speak. Speakers will be
allowed an initial four (4) minutes per speaker as to any public hearing item. However,
if numerous speakers desire to comment on an item, council may limit speakers to
three (3) minutes per speaker. Only those speakers who previously provided input on
a specific item will be permitted to provide a final rebuttal of up to two (2) minutes per
speaker. Applicants and their agents on public hearing items shall be allowed to
speak for no longer than ten (10) minutes per speaker with a total of twenty (20)
minutes for all speakers representing the applicant. Speakers will have the opportunity
to make a single, final rebuttal after hearing the applicant’s rebuttal as set forth in
Section 2-29(f)(4)(d)(2)(g).
2) To facilitate the public hearing process in zoning cases the following procedure will be
used:
a) The mayor reads the zoning case caption, and then opens the public hearing.
b) The city manager introduces the city staff for presentation.
c) City staff presents facts relevant to the matter.
d) The applicant presents his or her case, with potential questions of the applicant
from the city council.
e) The council receives input from the public, with potential questions of speakers
from the city council.
f) The applicant will be given an opportunity to make rebuttal comments.
g) Members of the public who previously provided input on a specific item will have
the opportunity to make a single, final rebuttal.
h) The city staff and/or the applicant will answer any questions of the city council.
i) Upon conclusion of these questions and answers, the mayor will continue or close
the public hearing.
e. Groups or organizations: Any group or organization comprised of four (4) or more members
present in the city council chambers who wishes to address the council at a public hearing
or on a non-public hearing agenda item shall designate a representative to address the city
council and shall limit their remarks to ten (10) minutes or less. The group or organization
shall turn in a written designation to the city secretary, on cards prepared by the city
secretary of a different color from cards submitted by individual speakers, prior to the
commencement of the meeting identifying the representative who will address the city
council on behalf of the group or organization. At the time the representative is recognized
by the mayor to speak, the group or organization will be asked to stand to be recognized
prior to the receipt of comments by the representative.
f. Discretionary time: At the discretion of the presiding officer or a majority of the city council,
any speaker may be granted an extension of time to speak.
g. Audio/Visual aids: Any citizen desiring to use audio/visual aids during presentations to
council shall submit such presentation to the city secretary twenty-four (24) hours prior to
the meeting where the presentation will occur.
(5) Presentation of proclamations: The agenda may provide a time for the presentation of
proclamations. The mayor or presiding officer may deliver and present proclamations upon the
request of citizens. Proclamations may encompass any activity or theme except that
proclamations with a theme religious or partisan in nature shall not be presented. Moreover,
proclamations shall not be used for any commercial or advertising purpose.
(g) Consideration of ordinances, resolutions, and motions.
(1) Printed or typewritten form: All ordinances and resolutions shall be presented to the council in
printed, typewritten or electronic form. The council may, by proper motion, amend any
ordinance or resolution presented to it at the meeting at which it is presented or direct that the
amended ordinance be placed on the next or any future council agenda for adoption.
(2) City attorney to approve: All ordinances, resolutions, and contracts and amendments thereto,
shall be approved as to form and legality by the city attorney, or he or she shall file a written
opinion on the legality of such ordinance, resolution or contract prior to submission to the
council. (Charter, Section 6.02)
(3) Distribution of ordinances and resolutions: The city manager shall prepare copies of all
proposed ordinances and resolutions for distribution to all members of the council at the
meeting at which the ordinance or resolution is introduced, or at such earlier time as is
expedient.
(4) Recording of votes: The yeas and nays shall be taken upon the passage of all ordinances and
resolutions and the vote of each member shall be recorded in the minutes and within each
respective ordinance and resolution. (Charter, Section 2.06 (b))
(5) Majority vote required: An affirmative vote of four (4) members is necessary to repeal any
ordinance or take any official action in the name of the city except as otherwise provided in the
Charter, by the laws of the State of Texas, or these rules. (Charter, Section 2.06)
a. Tie-Vote: Matters voted on by the city council which end in a tie-vote shall automatically be
placed on each subsequent council meeting agenda until a full council is present.
(6) Demand for roll call: Upon demand of any member, the roll shall be called for yeas and nays
upon any question before the council, with the exception of those circumstances set forth in
subsection (12), the previous question. It shall not be in order for members to explain their vote
during the roll call.
(7) Personal privilege: The right of a member to address the Council on a question of personal
privilege shall be limited to cases in which his or her integrity, character, or motives are
assailed, questioned, or impugned.
(8) Dissents and protests: Any member shall have the right to express dissent from or protest
against any ordinance or resolution of the council and have the reason therefor entered upon
the minutes. Such dissent or protest may be filed in writing, and presented to the council not
later than the next regular meeting following the date of passage of the ordinance or resolution
objected to.
(9) Voting required: No member shall be excused from voting except for lack of information and
except on matters involving the consideration of his or her own official conduct, or where his or
her personal interests are involved in accordance with V.T.C.A. Local Government Code Ch.
171 (Vernon 2014), and in these instances he or she shall abstain. Any member prohibited from
voting by personal interest shall announce this at the commencement of consideration of the
matter and shall not enter into discussion or debate on any such matter, shall leave the meeting
room, and shall file an affidavit of recusal. The member having briefly stated the reason for his
or her request, the excuse from voting shall be made without debate.
(10) Order of precedence of motions:
a. The following motions shall have priority in the order indicated:
1. Adjourn (when unqualified) and is not debatable and may not be amended;
2. Take a recess (when privileged);
3. Raise a question of privilege;
4. Lay on the table;
5. Previous question (⅔ vote required);
6. Limit or extend limits of debate (⅔ vote required);
7. Postpone to a certain time;
8. Commit or refer;
9. Amend;
10. Postpone indefinitely;
11. Main motion.
b. The first two motions are not always privileged. To adjourn shall lose its privilege character
and be a main motion if in any way qualified. To take a recess shall be privileged only
when other business is pending.
c. A motion to adjourn is not in order:
1. When repeated without intervening business or discussion;
2. When made as an interruption of a member while speaking;
3. While a vote is being taken.
d. Only certain motions may be amended as provided in the most current edition of Robert's
Rules of Order, revised. A motion to amend shall be undebatable when the question to be
amended is undebatable.
(11) Reconsideration: A motion to reconsider any action of the council can be made not later than
the next succeeding official meeting of the council. Such a motion can only be made by a
member who voted with the prevailing side. It can be seconded by any member. In order to
comply with the Texas Open Meetings Act, any council member who wishes to make such a
motion at a meeting succeeding the meeting where the action was taken shall notify the city
manager to place the item for reconsideration on the council agenda. No question shall be twice
reconsidered, except by unanimous consent of the council, except that action related to any
contract may be reconsidered at any time before the final execution thereof. A matter which was
not timely reconsidered in the manner provided by this section or was reconsidered but the
action originally taken was not changed by the council cannot be reintroduced to the council or
placed on a council meeting agenda for a period of six (6) months unless this rule is suspended
as provided for in these rules of procedure.
(12) The previous question: When the previous question is moved and seconded, it shall be put as
follows: "Shall the main question be now put?". There shall then be no further amendment or
debate; except that nothing herein shall allow the previous question to be called prior to a least
one opportunity for each member of the council to speak on the question before the council.
Any pending amendments shall be put in their order before the main question. If the motion for
the previous question is lost, the main question remains before the council. An affirmative vote
of ⅔ of the council shall be required to move the previous question. To demand the previous
question is equivalent in effect to moving "That debate now cease, and the council shall
immediately proceed to vote on the pending motion". In practice, this is done with the phrase
"Call for the question", or simply saying "Question".
(13) Withdrawal of motions: A motion may be withdrawn, or modified, by its movant without asking
permission until the motion has been stated by the presiding officer. If the movant modifies his
or her motion, the seconding council member may withdraw his or her second. After the
question has been stated, the movant shall neither withdraw it nor modify it without the consent
of the council. The subject different from that under consideration shall be admitted under color
of amendment. A motion to amend an amendment shall be in order, but one to amend an
amendment to an amendment shall not be in order.
(14) Appropriations of money: Before formal approval by the council of motions providing for
appropriation of money, information must be presented to the council showing purpose of the
appropriation. In addition, before finally acting on such an appropriation, the council shall obtain
a report from the city manager as to the availability of funds and his or her recommendations as
to the desirability of the appropriation.
(15) Transfer of appropriations: At the request of the city manager, at any time during the fiscal
year, the council may by resolution transfer an unencumbered balance of an appropriation
made for the use of one department, division, or purpose; but no transfer shall be made of
revenues or earnings of any non-tax supported public utility to any other purpose.
(h) Creation of committees, boards and commissions.
(1) Council committees: The council may, by resolution and as the need arises, authorize the
appointment of council committees. Any committee so created shall cease to exist when
abolished by resolution of the council. Council committees shall comply with the Texas Open
Meetings Act.
(2) Citizen boards, commissions, and committees: The council may create other citizen boards,
commissions, and committees to assist in the conduct of the operation of the city government
with such duties as the council may specify not inconsistent with the City Charter or Code.
Creation of such boards, commissions, and committees and memberships and selection of
members shall be by council resolution if not otherwise specified by the City Charter or Code.
Any board, commission, or committee so created shall cease to exist when abolished by a
resolution approved by the council. No committee so appointed shall have powers other than
advisory to the council or to the city manager, except as otherwise specified by the Charter or
Code. All citizen boards, commissions, and committees shall comply with the procedural
requirements of the Texas Open Meetings Act. Any reference in this article to "citizen boards,
commissions, and committees" includes citizen task forces and citizen ad hoc boards,
commissions, and committees unless otherwise indicated herein.
(3) Appointments:
a. Individual city council members making nominations for members to citizen boards,
commissions, and committees will consider interested persons on a citywide basis.
b. The city council will make an effort to be inclusive of all segments of the community in the
board, commission, and committee appointment process. City council members will
consider ethnicity, gender, socio-economic levels, and other factors to ensure a diverse
representation of Denton citizens.
c. The city council will take into consideration an individual's qualifications, willingness to
serve, and application information in selecting nominations for membership to each board,
commission, and committee.
d. In an effort to ensure maximum citizen participation, city council members will continue the
general practice of nominating new citizens to replace board members who have served
three (3) consecutive terms on the same board per the provisions of Denton Code of
Ordinances, section 2-65. This provision does not apply to citizen task forces and citizen
ad hoc committees.
e. Each city council member will be responsible for making nominations for board, committee,
and commission places assigned to him or her, which shall correspond to the city council
member's place. Individual city council members will make nominations to the full city
council for the governing body's approval or disapproval.
(4) Rules of procedure:
a. All board, commission, and committee members, including citizen board, commission, and
committee members, shall comply with the provisions of article II of chapter 2 of the Code
of Ordinances. All board, commission and committee members, including citizen board,
commission, and committee members, shall be provided a copy of these rules of
procedure and a copy of the City of Denton Handbook for Boards, Commissions and
Committees, which shall govern operational procedures of all boards, commissions and
committees, including citizen boards, commissions, and committees. All boards,
commissions, and committees, including citizen boards, commissions and committees,
shall comply with these rules as to the preparation of minutes of meetings, and such
minutes shall be prepared in accordance with the policies and procedures of the city
secretary.
b. All citizen board, commission, and committee members shall comply with the procedural
requirements of the V.T.C.A., Texas Government Code Chapter 551, also known as the
"Texas Open Meetings Act" as they appear now or may be amended in the future. Notice
of all meetings shall be posted in compliance with the Texas Open Meetings Act and
minutes and records will be maintained in accordance with requirements of the city
secretary's office. Each citizen board, commission, and committee member shall be
provided a copy of the Texas Open Meetings Act. Penalty provisions of the Texas Open
Meetings Act shall only apply to citizen boards, commissions, and committees with rule
making or quasi-judicial power, as set forth in the Texas Open Meetings Act and as
interpreted by Texas Courts.
(i) Votes required. Questions on which the voting requirement is varied by the Charter, State Statutes
and these rules are listed below:
(1) Charter and state statutory requirements:
a. Charter amendment—Five (5) votes: Ordinances submitting proposed Charter
amendments must be adopted by a two-thirds (⅔) vote of the council. (TEX. CONST. art.
XI, § 3 and V.T.C.A. Local Government Code Ch. 9 (Vernon 2014.)) For a seven-member
council, this means five (5) members must vote affirmatively.
b. Levying taxes—Five (5) votes: Ordinances providing for the assessment and collection of
certain taxes require the approval of two-thirds (⅔) of the members of the council (V.T.C.A.
Tax Code § 302.101 (Vernon 2014)).
c. Changing paving assessment plans—Five (5) votes: Changes in plans for paving
assessment require a two-thirds (⅔) vote of the council (V.T.C.A. Transportation Code §
313.053(e) (Vernon 2014)).
d. Changes in zoning ordinance or zoning classifications: In cases of a written protest of a
change in a zoning regulation or zoning classification by the owners of twenty (20) percent
or more either of the area of the lots included in such proposed change, or of the lots
immediately adjoining the same and extending two hundred (200) feet therefrom, such
amendment shall not become effective except by the favorable vote of three-fourths (¾) of
all members of the city council; further, three-fourths (¾) of all the members of the city
council is required to override the decision of the planning and zoning commission that a
zoning change be denied (V.T.C.A. Local Government Code § 211.066 (Vernon 2014))
and section 35.3.4.C.(4) Denton City Code (Development Code)). ("All" members of the
city council is construed to mean all who are qualified to vote on a matter, and any legal
disqualification of a member could change the requisite number of votes required for
passage. City of Alamo Heights v. Gerety et al. , 264 S.W. 2d 778 (Ct. App. — San Antonio
(1954)).
e. Amendment of tax abatement policy: The guidelines and criteria adopted as the city's tax
abatement policy may be amended or repealed by a vote of three-fourths (¾) of all
members of the city council (V.T.C.A. Tax Code § 312.002(c) (Vernon 2014)).
(j) Severability clause. If any section, subsection, paragraph, sentence, clause, phrase or word in this
section, or application thereof to any person or circumstances is held invalid by any court of
competent jurisdiction, such holding shall not affect the validity of the remaining portions of this
ordinance, and the City Council of the City of Denton, Texas, hereby declares it would have enacted
such remaining portions despite any such invalidity.
(Ord. No. 2001-193, § 1, 5-1-01; Ord. No. 2001-204, § 1, 5-29-01; Ord. No. 2002-018, § 1, 1-8-
02; Ord. No. 2003-235, § 1, 8-5-03; Ord. No. 2003-373, §§ 1(6.3), 2; Ord. No. 2004-033, §
1(6.4b., c.), 1(6.5), 2-3-04; Ord. No. 2004-182, § 1, 7-20-04; Ord. No. 2004-298, § 2, 9-21-04;
Ord. No. 2005-174, § 1, 6-21-05; Ord. No. 2006-175, § 1, 6-20-06; Ord. No. 2008-159, § 1, 7-
15-08; Ord. No. 2009-174, § 1, 8-4-09; Ord. No. 2010-258, § 1, 10-19-10; Ord. No. 2010-312, §
1, 12-7-10; Ord. No. 2011-038, § 1, 3-1-11; Ord. No. 2015-231, § 1, 8-4-15 ; Ord. No. 2016-197, §
1, 7-19-16; Ord. No. 2018-551, § 2, 4-17-18; Ord. No. 2018-574, § 2, 4-17-18; Ord. No. 2018-
1376, § 2(Att. A), 8-28-18)
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 19-2864,Version:1
AGENDA CAPTION
Consider adoption of an ordinance of the City of Denton amending the City of Denton Code of Ordinances
(Code)Section 2-29(f)(4)(City Council Rules of Procedure)subsection (4)(Presentations from Members of the
Public)allowing up to seven (7)members of the public to address the body through any combination of prior
registration and open microphone presentations;providing for a severability clause;and providing for an
effective date.
City of Denton Printed on 1/24/2020Page 1 of 1
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City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: City Manager’s Office
CM: Todd Hileman
DATE: January 28, 2020
SUBJECT
Consider adoption of an ordinance of the City of Denton amending the City of Denton Code of Ordinances
(Code) Section 2-29(f)(4) (City Council Rules of Procedure) subsection (4) (Presentations from Members
of the Public) allowing up to seven (7) members of the public to address the body through any combination
of prior registration and open microphone presentations; providing for a severability clause; and providing
for an effective date.
BACKGROUND
In early calendar year 2019, staff was asked to provide information on what could be done to either pilot an
unlimited public comment period where the limit of four speakers would be removed, or potentially hold a
dedicated monthly meeting for public comment on any subject. The Rules of Procedure currently allows
two types of presentations from members of the public during Council meetings, prior registration and open
microphone, with limitations on both.
• Prior Registration: The Rules of Procedure allows up to four individuals to register to speak for up
to four minutes per meeting. In order to register to speak, residents are asked to contact the City
Secretary by noon on the Thursday prior to the City Council meeting date. Scheduled citizen reports
can include audio/visual aids, as long as they are submitted to the City Secretary’s Office at least 24
hours prior to the start of the meeting. Scheduled citizen reports take place immediately following
the proclamations portion of the City Council agenda.
• Open Microphone: Following scheduled citizen reports, up to two individuals who have not
registered to speak may make comments through the open microphone procedure. Those speaking
during the open mic portion of the agenda have up to four minutes to make their remarks. There is
currently not an option in the Rules of Procedure for an unlimited public comment period during
City Council meetings.
On September 24, 2019, a City Council Work Session discussion was held to reviews several City Council-
requested Rules of Procedure and/or Code of Ordinances revisions. During the work session, City Council
directed staff to draft a revision to the “Presentation from Members of the Public” section of the Rules of
Procedure to allow for a total of up to seven speakers and any combination of Prior Registration and Open
Microphone presentations.
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
Rules of Procedure amendments require an introduction prior to City Council consideration. The proposed
Rules of Procedure revision regarding presentations from members of the public was presented to the City
Council on December 3, 2019.
RECOMMENDATION
To address the City Council’s request to allow for up to seven total speakers during “Presentations from
Members of the Public” and any combination of Open Microphone and Prior Registration presentations,
staff recommends amending Section 2-29 Subsection (4) of the Code of Ordinances.
EXHIBITS
Exhibit 1 – Agenda Information Sheet
Exhibit 2 – Ordinance
Exhibit 3 – Section 2-29 Subsection (4) Redlined
Respectfully submitted:
Rachel Wood
Development Services
Sec. 2-29. - City council rules of procedure.
(a) Authority.
(1) Charter: Pursuant to the provisions of Section 2.07 of the Charter of the City of Denton, Texas,
the City Council hereby enacts these rules of procedure for all meetings of the City Council of
the City of Denton, Texas.
During any meeting, a reasonable opportunity shall be given for citizens to be heard under
these rules. These Rules of Procedure are enacted as guidelines to be followed by all persons
in the Council Chamber including the city administrative staff, news media, and visitors.
(b) General rules.
(1) Meetings to be public: All official meetings of the Council and Council committees and
subcommittees, except closed meetings permitted by the provisions of the Texas Open
Meetings Act, V.T.C.A. Government Code Ch. 551, (Vernon 2014), as amended, shall be open
to the public.
(2) Quorum: Four (4) members of the council shall constitute a quorum for the transaction of
business. (Charter, Section 2.06)
(3) Compelling attendance: No member shall be excused from attendance at a council meeting
except for good and valid reasons. It will be the duty of the council member to notify the city
secretary prior to the meeting at which he or she is going to be absent. The city secretary will
record each council member as being present or absent as a part of the minutes prepared for
each council meeting.
(4) Misconduct: The council may punish its own members for misconduct consistent with any
ethics policy adopted by the council.
(5) Minutes of meetings: An account of all proceedings of the council shall be kept by the city
secretary and shall be entered in a book constituting the official record of the council. A certified
agenda shall be prepared and shall be approved by the mayor for all closed meetings for which
a certified agenda is required to be kept in accordance with the Texas Open Meetings Act.
(6) Questions to contain one subject: All questions submitted for a vote shall contain one subject,
except the city council may approve all items which are on the consent agenda in one motion,
regardless of how many subjects are contained in the consent agenda, so long as all items
have been properly posted in accordance with the Texas Open Meetings Act and have not been
removed from the consent agenda by a council member. If two or more points are involved, any
member may require a division, if the question reasonably admits of a division.
(7) Right to floor: Any member desiring to speak shall be recognized by the chairperson, and shall
confine his or her remarks to the subject under consideration or to be considered. No member
shall be allowed to speak more than once on any one subject until every member wishing to
speak shall have spoken.
(8) City manager: The city manager, or acting city manager, shall attend all meetings of the council
unless excused. He or she may make recommendations to the council and shall have the right
to take part in all discussions of the council, but shall have no vote. (Charter, Section 5.03 (d))
(9) City attorney: The city attorney, or acting city attorney, shall be available upon request for all
meetings of the council unless excused and shall, upon request, give an opinion, either written
or oral, on questions of law. The city attorney shall act as the council's parliamentarian.
(10) City secretary: The city secretary, or acting city secretary, shall attend all meetings of the
council unless excused, and shall keep the official minutes and perform such other duties as
may be requested by the council.
(11) Officers and employees: Any officer or employee of the city, when requested by the city
manager, shall attend any meeting of the council. If requested to do so by the city manager,
such employee may present information relating to matters before the council.
(12) Rules of order: These rules govern the proceedings of the council in all cases, except that
where these rules are silent, the most recent Edition of Robert's Rules of Order shall govern.
(13) Suspension of rules: Any provision of these rules not governed by the City Charter or other
City Code provisions may be temporarily suspended by the affirmative vote of four (4) members
of the council. The vote on any such suspension shall be taken by yeas or nays and entered
into the minutes of the council.
(14) Amendment of rules: These rules may be amended, or new rules adopted by the affirmative
vote of four members of the council, provided that the proposed amendments or new rules shall
have been introduced before the city council at a prior council meeting.
(c) Code of conduct.
(1) Council members:
a. During council meetings, council members shall preserve order and decorum and shall
neither by conversation or otherwise delay or interrupt the proceedings nor refuse to
observe the rules of the council.
b. A council member, once recognized, shall not be interrupted while speaking unless called
to order by the mayor or presiding officer, unless a point of order is raised by another
member or the parliamentarian, or unless the speaker chooses to yield to questions from
another member. If a council member is called to order while he or she is speaking, he or
she shall cease speaking immediately until the question of order is determined. If ruled to
be in order, he or she shall be permitted to proceed. If ruled not to be in order, he or she
shall remain silent or shall alter his or her remarks so as to comply with rules of the council.
(2) Administrative staff:
a. Members of the administrative staff and employees of the city shall observe the same rules
of procedure and decorum applicable to members of the council, and shall have no voice
unless and until recognized by the chair.
b. While the presiding officer shall have the authority to preserve decorum in meetings as far
as staff members and city employees are concerned, the city manager also shall be
responsible for the orderly conduct and decorum of all city employees under his or her
direction and control.
c. The city manager shall take such disciplinary action as may be necessary to insure that
such decorum is preserved at all times by city employees in council meetings.
d. All remarks and questions addressed to the council shall be addressed to the council as a
whole and not to any individual member thereof.
e. No staff member, other than a staff member having the floor, shall enter into any
discussion either directly or indirectly without permission of the presiding officer.
(3) Citizens:
a. Citizens and other visitors are welcome to attend all public meetings of the city council, and
will be admitted to the city council chamber or other room in which the city council is
meeting, up to the fire safety capacity of the room.
b. All meeting attendees shall conduct themselves with propriety and decorum. Conversations
between or among audience members should be conducted outside the meeting room.
Attendees will refrain from excessively loud private conversations while the council is in
session.
c. Unauthorized remarks from the audience, stamping of the feet, applauding, whistles, yells,
and similar demonstrations shall not be permitted.
d. Placards, banners, signs, pamphlets, flyers, or political materials of any type will not be
permitted in the city council chamber or in any other room in which the city council is
meeting. Exhibits, displays, and visual aids used in connection with presentations to the
city council, however, are permitted.
e. Audience members may not place their feet on any chairs in the city council chamber or
other room in which the city council is meeting.
f. Only city council members and city staff may step onto the dais.
g. All people wishing to address the city council shall first be recognized by the presiding
officer and shall limit their remarks to the matter under discussion.
h. All remarks and questions addressed to the city council shall be addressed to the city
council as a whole and not to any individual members.
i. Any person addressing the city council in the city council chamber shall do so from the
lectern unless physically unable to do so. People addressing the city council shall not be
permitted to approach the dais. If they wish to hand out papers or other materials to the city
council, they should express that desire to the presiding officer, and the city manager shall
direct a staff member to hand out the materials.
j. When the time has expired for a presentation to the city council, the presiding officer shall
direct the person speaking to cease. A second request from the presiding officer to cease
speaking shall be cause of the removal of the speaker if that person continues to speak.
k. Equipment, apparatus, or paraphernalia such as camera tripods, easels, or wheelchairs
shall not obstruct, block, or otherwise be located in the doorway, entranceway, or
walkways of the city council chambers or of any other room in which the city council may
choose to meet. Representatives of the electronic media may set up cameras and other
equipment only in the back of the room. It is permissible for television camera operators to
film for short periods of time (several minutes) from the entranceway to the city council
chambers. Any radio station, which broadcasts the regular city council meetings live, may
hook their equipment up at the front of the room as long as it remains out of sight and out
of the way.
l. There will be a uniformed City of Denton police officer present at all regular meetings of the
city council. This police officer shall act in the capacity of a security officer/sergeant-at-
arms, and shall enforce the meeting rules and act upon the direction of the presiding
officer.
m. Any person making personal, impertinent, profane, or slanderous remarks, or who
becomes boisterous while addressing the city council or who otherwise violates any of the
above-mentioned rules while attending a city council meeting shall be removed from the
room at the direction of the presiding officer, and the person shall be barred from further
audience before the city council during that session of the city council. If the presiding
officer fails to act, any member of the city council may move to require the offending
person's removal, and the affirmative vote of a majority of the city council shall require the
presiding officer to act. The sergeant-at-arms, if so directed by the presiding officer or an
affirmative vote of the majority of the city council, shall remove the offending person from
the meeting.
(4) Enforcement: The city manager, in the absence of a designated law enforcement officer, shall
act as sergeant at arms for the council, and shall furnish whatever assistance is needed to
enforce the rules of decorum herein established.
(5) Seating arrangement: The city secretary, city manager and city attorney shall occupy the
respective seats in the council chamber assigned to them by the mayor, but any two (2) or more
members of the council may exchange seats.
(6) Videoconferencing: City council members may elect to participate in a city council meeting by
videoconference in the event the member is traveling or unable to attend a meeting due to
illness.
a. Procedures for meeting by videoconference if a quorum will be in one physical location:
The council meeting notice shall specify where the quorum of the governmental body will
be physically present, and the intent to have a quorum present at that location. The video
and audio feed of a remote councilmember or employee shall be broadcast live at the
meeting. Each portion of the meeting held by videoconference call that is required to be
open to the public shall be visible and audible to the public at the location where the
quorum is present. The location at which the quorum is present, and each remote location
from which a member of the governmental body participates, shall have two-way audio and
video communication with each other location during the entire meeting. Each participant's
face in the videoconference call, while speaking, shall be clearly visible and audible to
each other participant and, during the open portion of the meeting, to the members of the
public in attendance at the location where a quorum is present, and at any other location of
the meeting that is open to the public. The audio and video signals perceptible by members
of the public at each location of the meeting shall meet or exceed minimum standards
established by Texas Department of Information Resources (DIR) rules. The audio and
video signals perceptible by members of the public at the location where the quorum is
present and, any other location open to the public, shall be of sufficient quality so that
members of the public at each location can observe the demeanor and hear the voice of
each participant in the open portion of the meeting. If a problem occurs that causes a
meeting to no longer be visible and audible to the public at the location where a quorum is
present, the meeting shall be recessed until the problem is resolved, and if the problem is
not resolved in six hours or less, the meeting shall be adjourned. The city shall make at
least an audio recording of the meeting, and the recording shall be made available to the
public.
b. Procedures for meeting by videoconference if a quorum will not be in one physical location:
The city shall make available to the public at least one suitable physical space in the city
that is equipped with videoconference equipment that provides an audio and video display,
as well as a camera and microphone, by which a member of the public can provide
testimony or otherwise participate in the meeting. The member of the governmental body
presiding over the meeting shall be present at this site, and the location must be open to
the public. The meeting notice shall specify the physical space provided, and shall also
specify the intent to have the presiding officer present at the location. Any member of the
public present at this location shall be provided the opportunity to participate in the meeting
by means of a videoconference call in the same manner as a person who is physically
present at a meeting of the governmental body that is not conducted by videoconference.
Each portion of the meeting held by videoconference call that is required to be open to the
public shall be visible and audible to the public. The video and audio feed of a remote
councilmember or employee shall be broadcast live at the meeting. The site provided in the
city and each remote location from which a member participates, shall have two-way audio
and video communication with each member who is participating by videoconference
during the entire meeting. Each participant's face in the videoconference, while speaking,
must be clearly visible and audible to each other participant and, during the open portion of
the meeting, to the members of the public in attendance at the meeting location in the city,
and at any other location of the meeting that may be open to the public. The audio and
video signals perceptible by members of the public at each location of the meeting shall
meet or exceed minimum standards established by DIR rules. The audio and video signals
perceptible by members of the public at each location of the meeting that is open to the
public, and each remote location, must be of sufficient quality so that members of the
public at each location can observe the demeanor and hear the voice of each participant in
the open portion of the meeting. If a problem occurs that causes the meeting to no longer
be visible and audible to the public at the meeting site in the city, the meeting must be
recessed until the problem is resolved, and if the problem is not resolved in six hours or
less, the meeting shall be adjourned. The city shall make at least an audio recording of the
meeting, and the recording shall be made available to the public.
c. Council members wishing to participate in a meeting by videoconference shall provide
notice to the city manager and the agenda committee not less than seven (7) days prior to
the meeting.
(d) Types of meetings.
(1) Regular meetings: The council shall meet on the first and third Tuesday of each month, at such
time as may be set by the city council, unless the meeting is postponed or cancelled for valid
reasons. All regular meetings of the council will be held in City Hall at 215 East McKinney
Street, Denton, Texas or at such other location as the city council may, from time to time by
proper posting under the Open Meetings Act and so long as the location is open to the public,
designate.
(2) Special meetings: Special meetings may be called by the mayor, the city manager, or by any
three (3) members of the council. The city secretary shall post notice thereof as provided by the
Texas Open Meetings Act. The mayor, city manager, or three (3) of the council members may
designate a location for the special meeting other than City Hall, as long as the location is open
to the public.
(3) Workshop meetings: Workshop meetings (also referred to as "work sessions") may be held on
the first and third Tuesday of each month at such time as may be set by the city council, or on
such other day as the city council may designate and at such time as may be set by the city
council, to discuss near to mid or long range issues and to answer city council questions
concerning all agenda items. Workshops or work sessions may be called using the same
procedure required for special meetings as provided for in subsection (2) above. The purpose of
the workshop meeting is to discuss or explore matters of interest to the city, to meet with city
boards, commissions, or committee members, city staff or officers of civic organizations,
governing bodies or individuals specifically invited to the session by the mayor, council or city
manager. These meetings are informational and normally no final action shall be taken unless
the posted agenda indicates otherwise. However, the city council may, by consensus, provide
general direction to staff with regard to matters of interest or concern, understanding such
matters ultimately may require a formal vote of the council for implementation.
(4) Luncheon meetings: Luncheon workshop or work session meetings may be held on the first
Monday of each month at such time as may be set by the city council, or on such other day as
the city council may designate. Such meetings may be called using the same procedure
required for special meetings as provided for in subsection (2) above. The purpose of the
luncheon meeting is to discuss or explore matters of interest to the city, to meet with city
boards, commissions, or committee members, city staff or officers of civic organizations,
governing bodies or individuals specifically invited to the session by the mayor, council or city
manager. These meetings are informational and normally no final action shall be taken unless
the posted agenda indicates otherwise. However, the city council may, by consensus, provide
general direction to staff with regard to matters of interest or concern, understanding such
matters ultimately may require a formal vote of the council for implementation.
(5) Emergency meetings: In case of emergency or urgent public necessity, which shall be
expressed in the notice of the meeting, an emergency meeting may be called by the mayor, the
city manager or by three members of the council, and it shall be sufficient if the notice is posted
two hours before the meeting is convened.
(6) Closed meetings: The council may meet in a closed meeting pursuant to the requirements of
the Texas Open Meetings Act.
(7) Recessed meetings: Any meeting of the council may be recessed to a later time, provided that
no recess shall be for a longer period than until the next business day.
(8) Notice of meetings: The agenda for all meetings, including council committee or subcommittee
meetings, shall be posted by the city secretary on the city's official bulletin board and notice of
all meetings shall be given by the city secretary pursuant to the requirements of the Texas Open
Meetings Act.
(e) Presiding officer and duties.
(1) Presiding officer: The mayor, or in the absence of the mayor, the mayor pro-tem, shall preside
as chairman, or presiding officer at all meetings of the council. In the absence of the mayor and
the mayor pro-tem, the council shall elect a temporary presiding officer. (Charter, Section 2.03)
(2) Call to order: The meetings of the council shall be called to order by the mayor, or in his or her
absence, by the mayor pro-tem. In the absence of both the mayor and the mayor pro-tem, the
meeting shall be called to order by the city secretary, and a temporary presiding officer shall be
elected as provided above.
(3) Preservation of order: The presiding officer shall preserve order and decorum, and confine
members in debate to the question under discussion. The presiding officer shall call upon the
sergeant-at-arms as necessary to enforce compliance with the rules contained herein.
(4) Points of order: The presiding officer shall determine all points of order, subject to the right of
any member to appeal to the council. If any appeal is taken, the question shall be, "Shall the
decision of the presiding officer be sustained?" If a majority of the members present vote "No,"
the ruling of the chair is overruled; otherwise, it is sustained.
(5) Questions to be stated: The presiding officer shall state all questions submitted for a vote and
announce the result. A roll call vote shall be taken upon the request of any member, and upon
the passage of all ordinances and resolutions.
(6) Substitution for presiding officer: The presiding officer may call any other member to take his or
her place in the chair, such substitution not to continue beyond adjournment.
(7) Call for recess: The presiding officer may call for a recess of up to fifteen (15) minutes at
regular intervals of approximately one hour at appropriate points in the meeting agenda, or if
requested by any two (2) members.
(f) Order of business.
(1) Agenda: The order of business of each meeting shall be as contained in the agenda prepared
by the city manager, which shall be reviewed and approved by an agenda committee composed
of the mayor, the mayor pro-tem, and the city manager. When items are removed from the
consent agenda and placed on the regular agenda by members of the council, the removed
items shall be taken up in the order of removal right after the consent agenda. Placement of
items on the agenda shall be governed by this ordinance; provided that if a council member has
an "emergency" item that the council member believes should be placed on the next regular or
special meeting agenda, the placement must be approved by two members of the agenda
committee or at the direction of a majority of the council. Conduct of business at special
meetings will likewise be governed by an agenda and these rules of procedure.
(2) Pledge of Allegiance: Each agenda shall provide an item for the recital of the "Pledge of
Allegiance" at the regularly scheduled city council meetings. This item shall begin with the
recital of the pledge of allegiance for the United States flag and shall follow with a recital of the
pledge of allegiance for the Texas state flag in accordance with V.T.C.A. Government Code §
3100.101.
(3) Presentations by members of council or city manager: The agenda shall provide a time when
the mayor or any council member may bring before the council any business that he or she
feels should be deliberated upon by the council at a future council meeting. These matters need
not be specifically listed on the agenda, but discussion and formal action on such matters shall
be deferred until a subsequent council meeting. Any member may suggest an item for
discussion at a future work session. The city manager or city staff shall only respond
preliminarily on this item at the work session. If the city council believes the item requires a
more detailed review, the council will give the city manager or city staff direction to place the
item on a future regular meeting agenda and advise staff as to the background materials to be
desired at such meeting. The city council may receive from the city manager or city staff or a
member of the city council reports about items of community interest including expressions of
thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or
salutary recognition of a public official, public employee, or other citizen, except that a
discussion regarding a change in the status of a person's public office or public employment is
not an honorary or salutary recognition for purposes of this subdivision; a reminder about an
upcoming event organized or sponsored by the governing body; information regarding a social,
ceremonial, or community event organized or sponsored by an entity other than the governing
body that was attended or is scheduled to be attended by a member of the governing body or
an official or employee of the municipality; and announcements involving an imminent threat to
the public health and safety of people in the municipality that has arisen after the posting of the
agenda so long as authorized by the Texas Open Meetings Act.
(4) Presentations from members of the public:
a. Reports from members of the public: Reports from members of the public shall be received
through either of two (2) methods: 1) prior registration or 2) open microphone. A total of up
to seven (7) speakers are permitted to provide public comment and may include any
combination of prior registration and open microphone speakers. Public comment is
provided during regular meetings of the city council, which typically occur on the first and
third Tuesday of each month.
1) Prior registration. Any person who wishes to place a subject on the council agenda at
regular council meetings shall advise the city manager's office of that fact and the
specified subject matter which he or she desires to place on the agenda no later than
12:00 p.m. Thursday prior to the council meeting at which he or she wishes the
designated subject to be considered. Such reports shall be heard at the beginning of
the regular meeting of the city council pursuant to an agenda posting allowing a period
of public comment. Up to four (4) speakers per meeting will be assigned to speak at
this forum.
Each speaker providing a report shall speak for no longer than four (4) minutes. At the
conclusion of each report, council may pose questions to the speaker concerning his
or her report. Council may also engage in discussion concerning each report. If the
city council believes that a speaker's report requires a more detailed review, the
council will give the city manager or city staff direction to place the item on a future
work session or regular meeting agenda and advise staff as to the background
materials to be desired at such meeting.
2) Open microphone. At the beginning of the regular meeting of the city council, up to
two (2) persons who have not registered to speak as above described may make
comments through the open microphone procedure. Such person(s) shall have filed a
"Blue Card" requesting to speak during this period prior to the calling of this agenda
item. At the time the city council calls the Open Microphone comment period, a person
may present himself or herself and make public comments regarding public business;
provided however, such persons shall not be allowed to speak to items on the current
agenda in light of other established procedures for taking such comments as specified
in these rules.
No person may fill out a "request to speak" form in order to speak or comment on
another person's report, which is given at the same council meeting. An
announcement may be made, prior to the time for reports from members of the public
on the agenda, summarizing the main portions of the rules and the "code of conduct"
as they may apply to members of the public speaking to the council. Any speaker
providing a report shall speak for no longer than four (4) minutes on all items that he
or she may bring before the council at each meeting.
b. Work session or workshop items: As it concerns the workshop agenda, citizens or other
interested persons may not participate in the session unless invited to do so by the mayor.
If the mayor invites citizens to participate in a work session, their participation will cease at
the point the mayor closes the session to public input to allow the council to give city staff
direction as to needed information for the possible future meeting on the item. Citizens
should be advised of the nature of the work session, but that their input on these items is
premature until such item is placed upon a city council agenda for final action. The purpose
of this procedure is to allow the citizens attending the regular meeting the opportunity of
hearing the views of their fellow citizens in a more formal setting. Any citizen may supply
the city council a written statement or report regarding the citizen's opinion on a matter
being discussed in a work session.
c. Speaking on consent and regular agenda items: Any person who wishes to address the
council regarding a non-public hearing regular or consent agenda item that is on the
council's agenda, shall complete a "request to speak" form asking to speak regarding the
item and shall return it to the city secretary. On consent items, the request to speak card
shall be submitted prior to the citizen comment on consent agenda items at the beginning
of the city council meeting. On regular agenda items, the request to speak card shall be
submitted prior to the time the city council considers the item. The mayor will call upon the
person who desires to speak.
1) Consent agenda items: When consent agenda items are posted on an agenda,
citizens or other interested persons will be allowed to make citizen comment
immediately after the opening of the city council meeting and prior to workshop or
work session items on the agenda by filling out a "request to speak" card (aka a "blue
card") asking to speak on any or all consent agenda items and returning the form to
the city secretary. In the event a person is unable to attend the city council workshop
or work session, he or she may contact the city secretary prior to the opening of the
meeting and request that a consent agenda item be pulled from the consent agenda
in order to allow comment as an individual item at the regular meeting of the city
council. The city secretary shall make any such request known to the city council.
Consent agenda items are generally routine nature, so comment at this time facilitates
the regular council meeting where no citizen comment on consent agenda items will
be permitted, unless the item is removed from the consent agenda by a member of
the council to be considered as an individual item during the regular meeting.
Speakers will be allowed three (3) minutes per speaker and may comment on any or
all consent agenda items so long as any speaker's time does not exceed a total of
three (3) minutes.
2) Regular agenda items: During the regular session of the city council meeting, any
citizen or interested person may comment on an item posted on the agenda for final
action. Any person who wishes to address the council regarding a non-public hearing
item that is on the council's agenda, shall complete a "request to speak" form asking
to speak regarding the item and shall return it to the city secretary before the council
considers the item. This procedure applies to speakers desiring to speak to items for
individual consideration on the agenda during the regular meeting of the city council.
The mayor will call upon the person to speak. Speakers will be allowed three (3)
minutes per speaker as to any particular agenda item being considered by the city
council.
d. Public hearings:
1) Any person who wishes to address the council at a public hearing is encouraged to
complete a "request to speak" form and return it to the city secretary before the
applicable hearing. The mayor will call upon the person to speak. Speakers will be
allowed four (4) minutes per speaker as to any public hearing item. However, if
numerous speakers desire to comment on an item, council may limit speakers to three
(3) minutes per speaker. Applicants and their agents on public hearing items shall be
allowed to speak for no longer than ten (10) minutes per speaker with a total of twenty
(20) minutes for all speakers representing the applicant.
2) To facilitate the public hearing process in zoning cases the following procedure will be
used:
a) The mayor reads the zoning case caption, and then opens the public hearing.
b) The city manager introduces the city staff for presentation.
c) City staff presents facts relevant to the matter.
d) The applicant presents his or her case, with potential questions of the applicant
from the city council.
e) The council receives input from the public, with potential questions of speakers
from the city council.
f) The applicant will be given an opportunity to make rebuttal comments.
g) The city staff and/or the applicant will answer any questions of the city council.
h) Upon conclusion of these questions and answers, the mayor will continue or
close the public hearing.
e. Groups or organizations: Any group or organization comprised of four (4) or more members
present in the city council chambers who wishes to address the council at a public hearing
or on a non-public hearing agenda item shall designate a representative to address the city
council and shall limit their remarks to ten (10) minutes or less. The group or organization
shall turn in a written designation to the city secretary, on cards prepared by the city
secretary of a different color from cards submitted by individual speakers, prior to the
commencement of the meeting identifying the representative who will address the city
council on behalf of the group or organization. At the time the representative is recognized
by the mayor to speak, the group or organization will be asked to stand to be recognized
prior to the receipt of comments by the representative.
f. Discretionary time: At the discretion of the presiding officer or a majority of the city council,
any speaker may be granted an extension of time to speak.
g. Audio/Visual aids: Any citizen desiring to use audio/visual aids during presentations to
council shall submit such presentation to the city secretary twenty-four (24) hours prior to
the meeting where the presentation will occur.
(5) Presentation of proclamations: The agenda may provide a time for the presentation of
proclamations. The mayor or presiding officer may deliver and present proclamations upon the
request of citizens. Proclamations may encompass any activity or theme except that
proclamations with a theme religious or partisan in nature shall not be presented. Moreover,
proclamations shall not be used for any commercial or advertising purpose.
(g) Consideration of ordinances, resolutions, and motions.
(1) Printed or typewritten form: All ordinances and resolutions shall be presented to the council in
printed, typewritten or electronic form. The council may, by proper motion, amend any
ordinance or resolution presented to it at the meeting at which it is presented or direct that the
amended ordinance be placed on the next or any future council agenda for adoption.
(2) City attorney to approve: All ordinances, resolutions, and contracts and amendments thereto,
shall be approved as to form and legality by the city attorney, or he or she shall file a written
opinion on the legality of such ordinance, resolution or contract prior to submission to the
council. (Charter, Section 6.02)
(3) Distribution of ordinances and resolutions: The city manager shall prepare copies of all
proposed ordinances and resolutions for distribution to all members of the council at the
meeting at which the ordinance or resolution is introduced, or at such earlier time as is
expedient.
(4) Recording of votes: The yeas and nays shall be taken upon the passage of all ordinances and
resolutions and the vote of each member shall be recorded in the minutes and within each
respective ordinance and resolution. (Charter, Section 2.06 (b))
(5) Majority vote required: An affirmative vote of four (4) members is necessary to repeal any
ordinance or take any official action in the name of the city except as otherwise provided in the
Charter, by the laws of the State of Texas, or these rules. (Charter, Section 2.06)
a. Tie-Vote: Matters voted on by the city council which end in a tie-vote shall automatically be
placed on each subsequent council meeting agenda until a full council is present.
(6) Demand for roll call: Upon demand of any member, the roll shall be called for yeas and nays
upon any question before the council, with the exception of those circumstances set forth in
subsection (12), the previous question. It shall not be in order for members to explain their vote
during the roll call.
(7) Personal privilege: The right of a member to address the Council on a question of personal
privilege shall be limited to cases in which his or her integrity, character, or motives are
assailed, questioned, or impugned.
(8) Dissents and protests: Any member shall have the right to express dissent from or protest
against any ordinance or resolution of the council and have the reason therefor entered upon
the minutes. Such dissent or protest may be filed in writing, and presented to the council not
later than the next regular meeting following the date of passage of the ordinance or resolution
objected to.
(9) Voting required: No member shall be excused from voting except for lack of information and
except on matters involving the consideration of his or her own official conduct, or where his or
her personal interests are involved in accordance with V.T.C.A. Local Government Code Ch.
171 (Vernon 2014), and in these instances he or she shall abstain. Any member prohibited from
voting by personal interest shall announce this at the commencement of consideration of the
matter and shall not enter into discussion or debate on any such matter, shall leave the meeting
room, and shall file an affidavit of recusal. The member having briefly stated the reason for his
or her request, the excuse from voting shall be made without debate.
(10) Order of precedence of motions:
a. The following motions shall have priority in the order indicated:
1. Adjourn (when unqualified) and is not debatable and may not be amended;
2. Take a recess (when privileged);
3. Raise a question of privilege;
4. Lay on the table;
5. Previous question (⅔ vote required);
6. Limit or extend limits of debate (⅔ vote required);
7. Postpone to a certain time;
8. Commit or refer;
9. Amend;
10. Postpone indefinitely;
11. Main motion.
b. The first two motions are not always privileged. To adjourn shall lose its privilege character
and be a main motion if in any way qualified. To take a recess shall be privileged only
when other business is pending.
c. A motion to adjourn is not in order:
1. When repeated without intervening business or discussion;
2. When made as an interruption of a member while speaking;
3. While a vote is being taken.
d. Only certain motions may be amended as provided in the most current edition of Robert's
Rules of Order, revised. A motion to amend shall be undebatable when the question to be
amended is undebatable.
(11) Reconsideration: A motion to reconsider any action of the council can be made not later than
the next succeeding official meeting of the council. Such a motion can only be made by a
member who voted with the prevailing side. It can be seconded by any member. In order to
comply with the Texas Open Meetings Act, any council member who wishes to make such a
motion at a meeting succeeding the meeting where the action was taken shall notify the city
manager to place the item for reconsideration on the council agenda. No question shall be twice
reconsidered, except by unanimous consent of the council, except that action related to any
contract may be reconsidered at any time before the final execution thereof. A matter which was
not timely reconsidered in the manner provided by this section or was reconsidered but the
action originally taken was not changed by the council cannot be reintroduced to the council or
placed on a council meeting agenda for a period of six (6) months unless this rule is suspended
as provided for in these rules of procedure.
(12) The previous question: When the previous question is moved and seconded, it shall be put as
follows: "Shall the main question be now put?". There shall then be no further amendment or
debate; except that nothing herein shall allow the previous question to be called prior to a least
one opportunity for each member of the council to speak on the question before the council.
Any pending amendments shall be put in their order before the main question. If the motion for
the previous question is lost, the main question remains before the council. An affirmative vote
of ⅔ of the council shall be required to move the previous question. To demand the previous
question is equivalent in effect to moving "That debate now cease, and the council shall
immediately proceed to vote on the pending motion". In practice, this is done with the phrase
"Call for the question", or simply saying "Question".
(13) Withdrawal of motions: A motion may be withdrawn, or modified, by its movant without asking
permission until the motion has been stated by the presiding officer. If the movant modifies his
or her motion, the seconding council member may withdraw his or her second. After the
question has been stated, the movant shall neither withdraw it nor modify it without the consent
of the council. The subject different from that under consideration shall be admitted under color
of amendment. A motion to amend an amendment shall be in order, but one to amend an
amendment to an amendment shall not be in order.
(14) Appropriations of money: Before formal approval by the council of motions providing for
appropriation of money, information must be presented to the council showing purpose of the
appropriation. In addition, before finally acting on such an appropriation, the council shall obtain
a report from the city manager as to the availability of funds and his or her recommendations as
to the desirability of the appropriation.
(15) Transfer of appropriations: At the request of the city manager, at any time during the fiscal
year, the council may by resolution transfer an unencumbered balance of an appropriation
made for the use of one department, division, or purpose; but no transfer shall be made of
revenues or earnings of any non-tax supported public utility to any other purpose.
(h) Creation of committees, boards and commissions.
(1) Council committees: The council may, by resolution and as the need arises, authorize the
appointment of council committees. Any committee so created shall cease to exist when
abolished by resolution of the council. Council committees shall comply with the Texas Open
Meetings Act.
(2) Citizen boards, commissions, and committees: The council may create other citizen boards,
commissions, and committees to assist in the conduct of the operation of the city government
with such duties as the council may specify not inconsistent with the City Charter or Code.
Creation of such boards, commissions, and committees and memberships and selection of
members shall be by council resolution if not otherwise specified by the City Charter or Code.
Any board, commission, or committee so created shall cease to exist when abolished by a
resolution approved by the council. No committee so appointed shall have powers other than
advisory to the council or to the city manager, except as otherwise specified by the Charter or
Code. All citizen boards, commissions, and committees shall comply with the procedural
requirements of the Texas Open Meetings Act. Any reference in this article to "citizen boards,
commissions, and committees" includes citizen task forces and citizen ad hoc boards,
commissions, and committees unless otherwise indicated herein.
(3) Appointments:
a. Individual city council members making nominations for members to citizen boards,
commissions, and committees will consider interested persons on a citywide basis.
b. The city council will make an effort to be inclusive of all segments of the community in the
board, commission, and committee appointment process. City council members will
consider ethnicity, gender, socio-economic levels, and other factors to ensure a diverse
representation of Denton citizens.
c. The city council will take into consideration an individual's qualifications, willingness to
serve, and application information in selecting nominations for membership to each board,
commission, and committee.
d. In an effort to ensure maximum citizen participation, city council members will continue the
general practice of nominating new citizens to replace board members who have served
three (3) consecutive terms on the same board per the provisions of Denton Code of
Ordinances, section 2-65. This provision does not apply to citizen task forces and citizen
ad hoc committees.
e. Each city council member will be responsible for making nominations for board, committee,
and commission places assigned to him or her, which shall correspond to the city council
member's place. Individual city council members will make nominations to the full city
council for the governing body's approval or disapproval.
(4) Rules of procedure:
a. All board, commission, and committee members, including citizen board, commission, and
committee members, shall comply with the provisions of article II of chapter 2 of the Code
of Ordinances. All board, commission and committee members, including citizen board,
commission, and committee members, shall be provided a copy of these rules of
procedure and a copy of the City of Denton Handbook for Boards, Commissions and
Committees, which shall govern operational procedures of all boards, commissions and
committees, including citizen boards, commissions, and committees. All boards,
commissions, and committees, including citizen boards, commissions and committees,
shall comply with these rules as to the preparation of minutes of meetings, and such
minutes shall be prepared in accordance with the policies and procedures of the city
secretary.
b. All citizen board, commission, and committee members shall comply with the procedural
requirements of the V.T.C.A., Texas Government Code Chapter 551, also known as the
"Texas Open Meetings Act" as they appear now or may be amended in the future. Notice
of all meetings shall be posted in compliance with the Texas Open Meetings Act and
minutes and records will be maintained in accordance with requirements of the city
secretary's office. Each citizen board, commission, and committee member shall be
provided a copy of the Texas Open Meetings Act. Penalty provisions of the Texas Open
Meetings Act shall only apply to citizen boards, commissions, and committees with rule
making or quasi-judicial power, as set forth in the Texas Open Meetings Act and as
interpreted by Texas Courts.
(i) Votes required. Questions on which the voting requirement is varied by the Charter, State Statutes
and these rules are listed below:
(1) Charter and state statutory requirements:
a. Charter amendment—Five (5) votes: Ordinances submitting proposed Charter
amendments must be adopted by a two-thirds (⅔) vote of the council. (TEX. CONST. art.
XI, § 3 and V.T.C.A. Local Government Code Ch. 9 (Vernon 2014.)) For a seven-member
council, this means five (5) members must vote affirmatively.
b. Levying taxes—Five (5) votes: Ordinances providing for the assessment and collection of
certain taxes require the approval of two-thirds (⅔) of the members of the council (V.T.C.A.
Tax Code § 302.101 (Vernon 2014)).
c. Changing paving assessment plans—Five (5) votes: Changes in plans for paving
assessment require a two-thirds (⅔) vote of the council (V.T.C.A. Transportation Code §
313.053(e) (Vernon 2014)).
d. Changes in zoning ordinance or zoning classifications: In cases of a written protest of a
change in a zoning regulation or zoning classification by the owners of twenty (20) percent
or more either of the area of the lots included in such proposed change, or of the lots
immediately adjoining the same and extending two hundred (200) feet therefrom, such
amendment shall not become effective except by the favorable vote of three-fourths (¾) of
all members of the city council; further, three-fourths (¾) of all the members of the city
council is required to override the decision of the planning and zoning commission that a
zoning change be denied (V.T.C.A. Local Government Code § 211.066 (Vernon 2014))
and section 35.3.4.C.(4) Denton City Code (Development Code)). ("All" members of the
city council is construed to mean all who are qualified to vote on a matter, and any legal
disqualification of a member could change the requisite number of votes required for
passage. City of Alamo Heights v. Gerety et al. , 264 S.W. 2d 778 (Ct. App. — San Antonio
(1954)).
e. Amendment of tax abatement policy: The guidelines and criteria adopted as the city's tax
abatement policy may be amended or repealed by a vote of three-fourths (¾) of all
members of the city council (V.T.C.A. Tax Code § 312.002(c) (Vernon 2014)).
(j) Severability clause. If any section, subsection, paragraph, sentence, clause, phrase or word in this
section, or application thereof to any person or circumstances is held invalid by any court of
competent jurisdiction, such holding shall not affect the validity of the remaining portions of this
ordinance, and the City Council of the City of Denton, Texas, hereby declares it would have enacted
such remaining portions despite any such invalidity.
(Ord. No. 2001-193, § 1, 5-1-01; Ord. No. 2001-204, § 1, 5-29-01; Ord. No. 2002-018, § 1, 1-8-
02; Ord. No. 2003-235, § 1, 8-5-03; Ord. No. 2003-373, §§ 1(6.3), 2; Ord. No. 2004-033, §
1(6.4b., c.), 1(6.5), 2-3-04; Ord. No. 2004-182, § 1, 7-20-04; Ord. No. 2004-298, § 2, 9-21-04;
Ord. No. 2005-174, § 1, 6-21-05; Ord. No. 2006-175, § 1, 6-20-06; Ord. No. 2008-159, § 1, 7-
15-08; Ord. No. 2009-174, § 1, 8-4-09; Ord. No. 2010-258, § 1, 10-19-10; Ord. No. 2010-312, §
1, 12-7-10; Ord. No. 2011-038, § 1, 3-1-11; Ord. No. 2015-231, § 1, 8-4-15 ; Ord. No. 2016-197, §
1, 7-19-16; Ord. No. 2018-551, § 2, 4-17-18; Ord. No. 2018-574, § 2, 4-17-18; Ord. No. 2018-
1376, § 2(Att. A), 8-28-18)
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 19-2865,Version:1
AGENDA CAPTION
Consider adoption of an ordinance of the City of Denton amending the City of Denton Code of Ordinances
(Code)Section 2-29 (City Council Rules of Procedure)Subsection (h)(creation of committees,boards,and
commissions)requiring boards,commissions,and committees to establish a regular meeting schedule;
providing for a severability clause; and providing for an effective date.
City of Denton Printed on 1/24/2020Page 1 of 1
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City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: City Manager’s Office
CM: Todd Hileman
DATE: January 28, 2020
SUBJECT
Consider adoption of an ordinance of the City of Denton amending the City of Denton Code of Ordinances
(Code) Section 2-29 (City Council Rules of Procedure) Subsection (h) (creation of committees, boards, and
commissions) requiring boards, commissions, and committees to establish a regular meeting schedule;
providing for a severability clause; and providing for an effective date.
BACKGROUND
In an effort to address concerns with unexcused absences, reported leaves of absence, and issues obtaining
quorums for boards, commissions, and committees, the City Council directed staff during the September
24, 2019, work session to revise Section 2-83 (c) of the Code of Ordinances to clarify that only the City
Council has the authority to determine if a board member’s absence should be excused or unexcused. Staff
has drafted the requested revision to Section 2-83 (c), which will be brought forward on November 12 for
City Council consideration.
Following direction from City Council, staff met to discuss the best ways to achieve the intent of Council’s
direction. While the revision to Section 2-83 (c) will outline the process for determining if an absence should
be excused or unexcused, the Code remains silent on requiring boards, commissions, and committees to set
regular meeting schedules. The City Secretary’s Office informally polled several board members and
learned that the primary reason board members report being absent from meetings is the unpredictability of
their respective board meeting schedule.
Rules of Procedure amendments require an introduction prior to City Council consideration. The proposed
Rules of Procedure revision requiring regular meeting schedules for all boards, commissions, and
committees was presented to the City Council on December 3, 2019.
RECOMMENDATION
In an effort to ensure there is a more predictable meeting schedule for board, commission, and committee
meetings, the City Secretary’s Office recommends revising the Rules of Procedure (Section 2-29 of the
Code of Ordinances) to require the adoption of a regular meeting schedule by no later than the first meeting
of each calendar year. This requirement would not preclude boards, commissions, or committees from
scheduling special called meeting for unanticipated issues that arise throughout the year, but would instead
be intended to add predictability to the transaction of routine business.
EXHIBITS
Exhibit 1 – Agenda Information Sheet
Exhibit 2 – Ordinance
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
Exhibit 3 – Section 2-29 Redlined
Respectfully submitted:
Rachel Wood and Rosa Rios
Development Services City Secretary
Sec. 2-29. - City council rules of procedure.
(a) Authority.
(1) Charter: Pursuant to the provisions of Section 2.07 of the Charter of the City of Denton, Texas,
the City Council hereby enacts these rules of procedure for all meetings of the City Council of
the City of Denton, Texas.
During any meeting, a reasonable opportunity shall be given for citizens to be heard under
these rules. These Rules of Procedure are enacted as guidelines to be followed by all persons
in the Council Chamber including the city administrative staff, news media, and visitors.
(b) General rules.
(1) Meetings to be public: All official meetings of the Council and Council committees and
subcommittees, except closed meetings permitted by the provisions of the Texas Open
Meetings Act, V.T.C.A. Government Code Ch. 551, (Vernon 2014), as amended, shall be open
to the public.
(2) Quorum: Four (4) members of the council shall constitute a quorum for the transaction of
business. (Charter, Section 2.06)
(3) Compelling attendance: No member shall be excused from attendance at a council meeting
except for good and valid reasons. It will be the duty of the council member to notify the city
secretary prior to the meeting at which he or she is going to be absent. The city secretary will
record each council member as being present or absent as a part of the minutes prepared for
each council meeting.
(4) Misconduct: The council may punish its own members for misconduct consistent with any
ethics policy adopted by the council.
(5) Minutes of meetings: An account of all proceedings of the council shall be kept by the city
secretary and shall be entered in a book constituting the official record of the council. A certified
agenda shall be prepared and shall be approved by the mayor for all closed meetings for which
a certified agenda is required to be kept in accordance with the Texas Open Meetings Act.
(6) Questions to contain one subject: All questions submitted for a vote shall contain one subject,
except the city council may approve all items which are on the consent agenda in one motion,
regardless of how many subjects are contained in the consent agenda, so long as all items
have been properly posted in accordance with the Texas Open Meetings Act and have not been
removed from the consent agenda by a council member. If two or more points are involved, any
member may require a division, if the question reasonably admits of a division.
(7) Right to floor: Any member desiring to speak shall be recognized by the chairperson, and shall
confine his or her remarks to the subject under consideration or to be considered. No member
shall be allowed to speak more than once on any one subject until every member wishing to
speak shall have spoken.
(8) City manager: The city manager, or acting city manager, shall attend all meetings of the council
unless excused. He or she may make recommendations to the council and shall have the right
to take part in all discussions of the council, but shall have no vote. (Charter, Section 5.03 (d))
(9) City attorney: The city attorney, or acting city attorney, shall be available upon request for all
meetings of the council unless excused and shall, upon request, give an opinion, either written
or oral, on questions of law. The city attorney shall act as the council's parliamentarian.
(10) City secretary: The city secretary, or acting city secretary, shall attend all meetings of the
council unless excused, and shall keep the official minutes and perform such other duties as
may be requested by the council.
(11) Officers and employees: Any officer or employee of the city, when requested by the city
manager, shall attend any meeting of the council. If requested to do so by the city manager,
such employee may present information relating to matters before the council.
(12) Rules of order: These rules govern the proceedings of the council in all cases, except that
where these rules are silent, the most recent Edition of Robert's Rules of Order shall govern.
(13) Suspension of rules: Any provision of these rules not governed by the City Charter or other
City Code provisions may be temporarily suspended by the affirmative vote of four (4) members
of the council. The vote on any such suspension shall be taken by yeas or nays and entered
into the minutes of the council.
(14) Amendment of rules: These rules may be amended, or new rules adopted by the affirmative
vote of four members of the council, provided that the proposed amendments or new rules shall
have been introduced before the city council at a prior council meeting.
(c) Code of conduct.
(1) Council members:
a. During council meetings, council members shall preserve order and decorum and shall
neither by conversation or otherwise delay or interrupt the proceedings nor refuse to
observe the rules of the council.
b. A council member, once recognized, shall not be interrupted while speaking unless called
to order by the mayor or presiding officer, unless a point of order is raised by another
member or the parliamentarian, or unless the speaker chooses to yield to questions from
another member. If a council member is called to order while he or she is speaking, he or
she shall cease speaking immediately until the question of order is determined. If ruled to
be in order, he or she shall be permitted to proceed. If ruled not to be in order, he or she
shall remain silent or shall alter his or her remarks so as to comply with rules of the council.
(2) Administrative staff:
a. Members of the administrative staff and employees of the city shall observe the same rules
of procedure and decorum applicable to members of the council, and shall have no voice
unless and until recognized by the chair.
b. While the presiding officer shall have the authority to preserve decorum in meetings as far
as staff members and city employees are concerned, the city manager also shall be
responsible for the orderly conduct and decorum of all city employees under his or her
direction and control.
c. The city manager shall take such disciplinary action as may be necessary to insure that
such decorum is preserved at all times by city employees in council meetings.
d. All remarks and questions addressed to the council shall be addressed to the council as a
whole and not to any individual member thereof.
e. No staff member, other than a staff member having the floor, shall enter into any
discussion either directly or indirectly without permission of the presiding officer.
(3) Citizens:
a. Citizens and other visitors are welcome to attend all public meetings of the city council, and
will be admitted to the city council chamber or other room in which the city council is
meeting, up to the fire safety capacity of the room.
b. All meeting attendees shall conduct themselves with propriety and decorum. Conversations
between or among audience members should be conducted outside the meeting room.
Attendees will refrain from excessively loud private conversations while the council is in
session.
c. Unauthorized remarks from the audience, stamping of the feet, applauding, whistles, yells,
and similar demonstrations shall not be permitted.
d. Placards, banners, signs, pamphlets, flyers, or political materials of any type will not be
permitted in the city council chamber or in any other room in which the city council is
meeting. Exhibits, displays, and visual aids used in connection with presentations to the
city council, however, are permitted.
e. Audience members may not place their feet on any chairs in the city council chamber or
other room in which the city council is meeting.
f. Only city council members and city staff may step onto the dais.
g. All people wishing to address the city council shall first be recognized by the presiding
officer and shall limit their remarks to the matter under discussion.
h. All remarks and questions addressed to the city council shall be addressed to the city
council as a whole and not to any individual members.
i. Any person addressing the city council in the city council chamber shall do so from the
lectern unless physically unable to do so. People addressing the city council shall not be
permitted to approach the dais. If they wish to hand out papers or other materials to the city
council, they should express that desire to the presiding officer, and the city manager shall
direct a staff member to hand out the materials.
j. When the time has expired for a presentation to the city council, the presiding officer shall
direct the person speaking to cease. A second request from the presiding officer to cease
speaking shall be cause of the removal of the speaker if that person continues to speak.
k. Equipment, apparatus, or paraphernalia such as camera tripods, easels, or wheelchairs
shall not obstruct, block, or otherwise be located in the doorway, entranceway, or
walkways of the city council chambers or of any other room in which the city council may
choose to meet. Representatives of the electronic media may set up cameras and other
equipment only in the back of the room. It is permissible for television camera operators to
film for short periods of time (several minutes) from the entranceway to the city council
chambers. Any radio station, which broadcasts the regular city council meetings live, may
hook their equipment up at the front of the room as long as it remains out of sight and out
of the way.
l. There will be a uniformed City of Denton police officer present at all regular meetings of the
city council. This police officer shall act in the capacity of a security officer/sergeant-at-
arms, and shall enforce the meeting rules and act upon the direction of the presiding
officer.
m. Any person making personal, impertinent, profane, or slanderous remarks, or who
becomes boisterous while addressing the city council or who otherwise violates any of the
above-mentioned rules while attending a city council meeting shall be removed from the
room at the direction of the presiding officer, and the person shall be barred from further
audience before the city council during that session of the city council. If the presiding
officer fails to act, any member of the city council may move to require the offending
person's removal, and the affirmative vote of a majority of the city council shall require the
presiding officer to act. The sergeant-at-arms, if so directed by the presiding officer or an
affirmative vote of the majority of the city council, shall remove the offending person from
the meeting.
(4) Enforcement: The city manager, in the absence of a designated law enforcement officer, shall
act as sergeant at arms for the council, and shall furnish whatever assistance is needed to
enforce the rules of decorum herein established.
(5) Seating arrangement: The city secretary, city manager and city attorney shall occupy the
respective seats in the council chamber assigned to them by the mayor, but any two (2) or more
members of the council may exchange seats.
(6) Videoconferencing: City council members may elect to participate in a city council meeting by
videoconference in the event the member is traveling or unable to attend a meeting due to
illness.
a. Procedures for meeting by videoconference if a quorum will be in one physical location:
The council meeting notice shall specify where the quorum of the governmental body will
be physically present, and the intent to have a quorum present at that location. The video
and audio feed of a remote councilmember or employee shall be broadcast live at the
meeting. Each portion of the meeting held by videoconference call that is required to be
open to the public shall be visible and audible to the public at the location where the
quorum is present. The location at which the quorum is present, and each remote location
from which a member of the governmental body participates, shall have two-way audio and
video communication with each other location during the entire meeting. Each participant's
face in the videoconference call, while speaking, shall be clearly visible and audible to
each other participant and, during the open portion of the meeting, to the members of the
public in attendance at the location where a quorum is present, and at any other location of
the meeting that is open to the public. The audio and video signals perceptible by members
of the public at each location of the meeting shall meet or exceed minimum standards
established by Texas Department of Information Resources (DIR) rules. The audio and
video signals perceptible by members of the public at the location where the quorum is
present and, any other location open to the public, shall be of sufficient quality so that
members of the public at each location can observe the demeanor and hear the voice of
each participant in the open portion of the meeting. If a problem occurs that causes a
meeting to no longer be visible and audible to the public at the location where a quorum is
present, the meeting shall be recessed until the problem is resolved, and if the problem is
not resolved in six hours or less, the meeting shall be adjourned. The city shall make at
least an audio recording of the meeting, and the recording shall be made available to the
public.
b. Procedures for meeting by videoconference if a quorum will not be in one physical location:
The city shall make available to the public at least one suitable physical space in the city
that is equipped with videoconference equipment that provides an audio and video display,
as well as a camera and microphone, by which a member of the public can provide
testimony or otherwise participate in the meeting. The member of the governmental body
presiding over the meeting shall be present at this site, and the location must be open to
the public. The meeting notice shall specify the physical space provided, and shall also
specify the intent to have the presiding officer present at the location. Any member of the
public present at this location shall be provided the opportunity to participate in the meeting
by means of a videoconference call in the same manner as a person who is physically
present at a meeting of the governmental body that is not conducted by videoconference.
Each portion of the meeting held by videoconference call that is required to be open to the
public shall be visible and audible to the public. The video and audio feed of a remote
councilmember or employee shall be broadcast live at the meeting. The site provided in the
city and each remote location from which a member participates, shall have two-way audio
and video communication with each member who is participating by videoconference
during the entire meeting. Each participant's face in the videoconference, while speaking,
must be clearly visible and audible to each other participant and, during the open portion of
the meeting, to the members of the public in attendance at the meeting location in the city,
and at any other location of the meeting that may be open to the public. The audio and
video signals perceptible by members of the public at each location of the meeting shall
meet or exceed minimum standards established by DIR rules. The audio and video signals
perceptible by members of the public at each location of the meeting that is open to the
public, and each remote location, must be of sufficient quality so that members of the
public at each location can observe the demeanor and hear the voice of each participant in
the open portion of the meeting. If a problem occurs that causes the meeting to no longer
be visible and audible to the public at the meeting site in the city, the meeting must be
recessed until the problem is resolved, and if the problem is not resolved in six hours or
less, the meeting shall be adjourned. The city shall make at least an audio recording of the
meeting, and the recording shall be made available to the public.
c. Council members wishing to participate in a meeting by videoconference shall provide
notice to the city manager and the agenda committee not less than seven (7) days prior to
the meeting.
(d) Types of meetings.
(1) Regular meetings: The council shall meet on the first and third Tuesday of each month, at such
time as may be set by the city council, unless the meeting is postponed or cancelled for valid
reasons. All regular meetings of the council will be held in City Hall at 215 East McKinney
Street, Denton, Texas or at such other location as the city council may, from time to time by
proper posting under the Open Meetings Act and so long as the location is open to the public,
designate.
(2) Special meetings: Special meetings may be called by the mayor, the city manager, or by any
three (3) members of the council. The city secretary shall post notice thereof as provided by the
Texas Open Meetings Act. The mayor, city manager, or three (3) of the council members may
designate a location for the special meeting other than City Hall, as long as the location is open
to the public.
(3) Workshop meetings: Workshop meetings (also referred to as "work sessions") may be held on
the first and third Tuesday of each month at such time as may be set by the city council, or on
such other day as the city council may designate and at such time as may be set by the city
council, to discuss near to mid or long range issues and to answer city council questions
concerning all agenda items. Workshops or work sessions may be called using the same
procedure required for special meetings as provided for in subsection (2) above. The purpose of
the workshop meeting is to discuss or explore matters of interest to the city, to meet with city
boards, commissions, or committee members, city staff or officers of civic organizations,
governing bodies or individuals specifically invited to the session by the mayor, council or city
manager. These meetings are informational and normally no final action shall be taken unless
the posted agenda indicates otherwise. However, the city council may, by consensus, provide
general direction to staff with regard to matters of interest or concern, understanding such
matters ultimately may require a formal vote of the council for implementation.
(4) Luncheon meetings: Luncheon workshop or work session meetings may be held on the first
Monday of each month at such time as may be set by the city council, or on such other day as
the city council may designate. Such meetings may be called using the same procedure
required for special meetings as provided for in subsection (2) above. The purpose of the
luncheon meeting is to discuss or explore matters of interest to the city, to meet with city
boards, commissions, or committee members, city staff or officers of civic organizations,
governing bodies or individuals specifically invited to the session by the mayor, council or city
manager. These meetings are informational and normally no final action shall be taken unless
the posted agenda indicates otherwise. However, the city council may, by consensus, provide
general direction to staff with regard to matters of interest or concern, understanding such
matters ultimately may require a formal vote of the council for implementation.
(5) Emergency meetings: In case of emergency or urgent public necessity, which shall be
expressed in the notice of the meeting, an emergency meeting may be called by the mayor, the
city manager or by three members of the council, and it shall be sufficient if the notice is posted
two hours before the meeting is convened.
(6) Closed meetings: The council may meet in a closed meeting pursuant to the requirements of
the Texas Open Meetings Act.
(7) Recessed meetings: Any meeting of the council may be recessed to a later time, provided that
no recess shall be for a longer period than until the next business day.
(8) Notice of meetings: The agenda for all meetings, including council committee or subcommittee
meetings, shall be posted by the city secretary on the city's official bulletin board and notice of
all meetings shall be given by the city secretary pursuant to the requirements of the Texas Open
Meetings Act.
(e) Presiding officer and duties.
(1) Presiding officer: The mayor, or in the absence of the mayor, the mayor pro-tem, shall preside
as chairman, or presiding officer at all meetings of the council. In the absence of the mayor and
the mayor pro-tem, the council shall elect a temporary presiding officer. (Charter, Section 2.03)
(2) Call to order: The meetings of the council shall be called to order by the mayor, or in his or her
absence, by the mayor pro-tem. In the absence of both the mayor and the mayor pro-tem, the
meeting shall be called to order by the city secretary, and a temporary presiding officer shall be
elected as provided above.
(3) Preservation of order: The presiding officer shall preserve order and decorum, and confine
members in debate to the question under discussion. The presiding officer shall call upon the
sergeant-at-arms as necessary to enforce compliance with the rules contained herein.
(4) Points of order: The presiding officer shall determine all points of order, subject to the right of
any member to appeal to the council. If any appeal is taken, the question shall be, "Shall the
decision of the presiding officer be sustained?" If a majority of the members present vote "No,"
the ruling of the chair is overruled; otherwise, it is sustained.
(5) Questions to be stated: The presiding officer shall state all questions submitted for a vote and
announce the result. A roll call vote shall be taken upon the request of any member, and upon
the passage of all ordinances and resolutions.
(6) Substitution for presiding officer: The presiding officer may call any other member to take his or
her place in the chair, such substitution not to continue beyond adjournment.
(7) Call for recess: The presiding officer may call for a recess of up to fifteen (15) minutes at
regular intervals of approximately one hour at appropriate points in the meeting agenda, or if
requested by any two (2) members.
(f) Order of business.
(1) Agenda: The order of business of each meeting shall be as contained in the agenda prepared
by the city manager, which shall be reviewed and approved by an agenda committee composed
of the mayor, the mayor pro-tem, and the city manager. When items are removed from the
consent agenda and placed on the regular agenda by members of the council, the removed
items shall be taken up in the order of removal right after the consent agenda. Placement of
items on the agenda shall be governed by this ordinance; provided that if a council member has
an "emergency" item that the council member believes should be placed on the next regular or
special meeting agenda, the placement must be approved by two members of the agenda
committee or at the direction of a majority of the council. Conduct of business at special
meetings will likewise be governed by an agenda and these rules of procedure.
(2) Pledge of Allegiance: Each agenda shall provide an item for the recital of the "Pledge of
Allegiance" at the regularly scheduled city council meetings. This item shall begin with the
recital of the pledge of allegiance for the United States flag and shall follow with a recital of the
pledge of allegiance for the Texas state flag in accordance with V.T.C.A. Government Code §
3100.101.
(3) Presentations by members of council or city manager: The agenda shall provide a time when
the mayor or any council member may bring before the council any business that he or she
feels should be deliberated upon by the council at a future council meeting. These matters need
not be specifically listed on the agenda, but discussion and formal action on such matters shall
be deferred until a subsequent council meeting. Any member may suggest an item for
discussion at a future work session. The city manager or city staff shall only respond
preliminarily on this item at the work session. If the city council believes the item requires a
more detailed review, the council will give the city manager or city staff direction to place the
item on a future regular meeting agenda and advise staff as to the background materials to be
desired at such meeting. The city council may receive from the city manager or city staff or a
member of the city council reports about items of community interest including expressions of
thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or
salutary recognition of a public official, public employee, or other citizen, except that a
discussion regarding a change in the status of a person's public office or public employment is
not an honorary or salutary recognition for purposes of this subdivision; a reminder about an
upcoming event organized or sponsored by the governing body; information regarding a social,
ceremonial, or community event organized or sponsored by an entity other than the governing
body that was attended or is scheduled to be attended by a member of the governing body or
an official or employee of the municipality; and announcements involving an imminent threat to
the public health and safety of people in the municipality that has arisen after the posting of the
agenda so long as authorized by the Texas Open Meetings Act.
(4) Presentations from members of the public:
a. Reports from members of the public: Reports from members of the public shall be received
through either of two (2) methods: 1) prior registration or 2) open microphone.
1) Prior registration. Any person who wishes to place a subject on the council agenda at
regular council meetings shall advise the city manager's office of that fact and the
specified subject matter which he or she desires to place on the agenda no later than
12:00 p.m. Thursday prior to the council meeting at which he or she wishes the
designated subject to be considered. Such reports shall be heard at the beginning of
the regular meeting of the city council pursuant to an agenda posting allowing a period
of public comment. Up to four (4) speakers per meeting will be assigned to speak at
this forum.
Each speaker providing a report shall speak for no longer than four (4) minutes. At the
conclusion of each report, council may pose questions to the speaker concerning his
or her report. Council may also engage in discussion concerning each report. If the
city council believes that a speaker's report requires a more detailed review, the
council will give the city manager or city staff direction to place the item on a future
work session or regular meeting agenda and advise staff as to the background
materials to be desired at such meeting.
2) Open microphone. At the beginning of the regular meeting of the city council, up to
two (2) persons who have not registered to speak as above described may make
comments through the open microphone procedure. Such person(s) shall have filed a
"Blue Card" requesting to speak during this period prior to the calling of this agenda
item. At the time the city council calls the Open Microphone comment period, a person
may present himself or herself and make public comments regarding public business;
provided however, such persons shall not be allowed to speak to items on the current
agenda in light of other established procedures for taking such comments as specified
in these rules.
No person may fill out a "request to speak" form in order to speak or comment on
another person's report, which is given at the same council meeting. An
announcement may be made, prior to the time for reports from members of the public
on the agenda, summarizing the main portions of the rules and the "code of conduct"
as they may apply to members of the public speaking to the council. Any speaker
providing a report shall speak for no longer than four (4) minutes on all items that he
or she may bring before the council at each meeting.
b. Work session or workshop items: As it concerns the workshop agenda, citizens or other
interested persons may not participate in the session unless invited to do so by the mayor.
If the mayor invites citizens to participate in a work session, their participation will cease at
the point the mayor closes the session to public input to allow the council to give city staff
direction as to needed information for the possible future meeting on the item. Citizens
should be advised of the nature of the work session, but that their input on these items is
premature until such item is placed upon a city council agenda for final action. The purpose
of this procedure is to allow the citizens attending the regular meeting the opportunity of
hearing the views of their fellow citizens in a more formal setting. Any citizen may supply
the city council a written statement or report regarding the citizen's opinion on a matter
being discussed in a work session.
c. Speaking on consent and regular agenda items: Any person who wishes to address the
council regarding a non-public hearing regular or consent agenda item that is on the
council's agenda, shall complete a "request to speak" form asking to speak regarding the
item and shall return it to the city secretary. On consent items, the request to speak card
shall be submitted prior to the citizen comment on consent agenda items at the beginning
of the city council meeting. On regular agenda items, the request to speak card shall be
submitted prior to the time the city council considers the item. The mayor will call upon the
person who desires to speak.
1) Consent agenda items: When consent agenda items are posted on an agenda,
citizens or other interested persons will be allowed to make citizen comment
immediately after the opening of the city council meeting and prior to workshop or
work session items on the agenda by filling out a "request to speak" card (aka a "blue
card") asking to speak on any or all consent agenda items and returning the form to
the city secretary. In the event a person is unable to attend the city council workshop
or work session, he or she may contact the city secretary prior to the opening of the
meeting and request that a consent agenda item be pulled from the consent agenda
in order to allow comment as an individual item at the regular meeting of the city
council. The city secretary shall make any such request known to the city council.
Consent agenda items are generally routine nature, so comment at this time facilitates
the regular council meeting where no citizen comment on consent agenda items will
be permitted, unless the item is removed from the consent agenda by a member of
the council to be considered as an individual item during the regular meeting.
Speakers will be allowed three (3) minutes per speaker and may comment on any or
all consent agenda items so long as any speaker's time does not exceed a total of
three (3) minutes.
2) Regular agenda items: During the regular session of the city council meeting, any
citizen or interested person may comment on an item posted on the agenda for final
action. Any person who wishes to address the council regarding a non-public hearing
item that is on the council's agenda, shall complete a "request to speak" form asking
to speak regarding the item and shall return it to the city secretary before the council
considers the item. This procedure applies to speakers desiring to speak to items for
individual consideration on the agenda during the regular meeting of the city council.
The mayor will call upon the person to speak. Speakers will be allowed three (3)
minutes per speaker as to any particular agenda item being considered by the city
council.
d. Public hearings:
1) Any person who wishes to address the council at a public hearing is encouraged to
complete a "request to speak" form and return it to the city secretary before the
applicable hearing. The mayor will call upon the person to speak. Speakers will be
allowed four (4) minutes per speaker as to any public hearing item. However, if
numerous speakers desire to comment on an item, council may limit speakers to three
(3) minutes per speaker. Applicants and their agents on public hearing items shall be
allowed to speak for no longer than ten (10) minutes per speaker with a total of twenty
(20) minutes for all speakers representing the applicant.
2) To facilitate the public hearing process in zoning cases the following procedure will be
used:
a) The mayor reads the zoning case caption, and then opens the public hearing.
b) The city manager introduces the city staff for presentation.
c) City staff presents facts relevant to the matter.
d) The applicant presents his or her case, with potential questions of the applicant
from the city council.
e) The council receives input from the public, with potential questions of speakers
from the city council.
f) The applicant will be given an opportunity to make rebuttal comments.
g) The city staff and/or the applicant will answer any questions of the city council.
h) Upon conclusion of these questions and answers, the mayor will continue or
close the public hearing.
e. Groups or organizations: Any group or organization comprised of four (4) or more members
present in the city council chambers who wishes to address the council at a public hearing
or on a non-public hearing agenda item shall designate a representative to address the city
council and shall limit their remarks to ten (10) minutes or less. The group or organization
shall turn in a written designation to the city secretary, on cards prepared by the city
secretary of a different color from cards submitted by individual speakers, prior to the
commencement of the meeting identifying the representative who will address the city
council on behalf of the group or organization. At the time the representative is recognized
by the mayor to speak, the group or organization will be asked to stand to be recognized
prior to the receipt of comments by the representative.
f. Discretionary time: At the discretion of the presiding officer or a majority of the city council,
any speaker may be granted an extension of time to speak.
g. Audio/Visual aids: Any citizen desiring to use audio/visual aids during presentations to
council shall submit such presentation to the city secretary twenty-four (24) hours prior to
the meeting where the presentation will occur.
(5) Presentation of proclamations: The agenda may provide a time for the presentation of
proclamations. The mayor or presiding officer may deliver and present proclamations upon the
request of citizens. Proclamations may encompass any activity or theme except that
proclamations with a theme religious or partisan in nature shall not be presented. Moreover,
proclamations shall not be used for any commercial or advertising purpose.
(g) Consideration of ordinances, resolutions, and motions.
(1) Printed or typewritten form: All ordinances and resolutions shall be presented to the council in
printed, typewritten or electronic form. The council may, by proper motion, amend any
ordinance or resolution presented to it at the meeting at which it is presented or direct that the
amended ordinance be placed on the next or any future council agenda for adoption.
(2) City attorney to approve: All ordinances, resolutions, and contracts and amendments thereto,
shall be approved as to form and legality by the city attorney, or he or she shall file a written
opinion on the legality of such ordinance, resolution or contract prior to submission to the
council. (Charter, Section 6.02)
(3) Distribution of ordinances and resolutions: The city manager shall prepare copies of all
proposed ordinances and resolutions for distribution to all members of the council at the
meeting at which the ordinance or resolution is introduced, or at such earlier time as is
expedient.
(4) Recording of votes: The yeas and nays shall be taken upon the passage of all ordinances and
resolutions and the vote of each member shall be recorded in the minutes and within each
respective ordinance and resolution. (Charter, Section 2.06 (b))
(5) Majority vote required: An affirmative vote of four (4) members is necessary to repeal any
ordinance or take any official action in the name of the city except as otherwise provided in the
Charter, by the laws of the State of Texas, or these rules. (Charter, Section 2.06)
a. Tie-Vote: Matters voted on by the city council which end in a tie-vote shall automatically be
placed on each subsequent council meeting agenda until a full council is present.
(6) Demand for roll call: Upon demand of any member, the roll shall be called for yeas and nays
upon any question before the council, with the exception of those circumstances set forth in
subsection (12), the previous question. It shall not be in order for members to explain their vote
during the roll call.
(7) Personal privilege: The right of a member to address the Council on a question of personal
privilege shall be limited to cases in which his or her integrity, character, or motives are
assailed, questioned, or impugned.
(8) Dissents and protests: Any member shall have the right to express dissent from or protest
against any ordinance or resolution of the council and have the reason therefor entered upon
the minutes. Such dissent or protest may be filed in writing, and presented to the council not
later than the next regular meeting following the date of passage of the ordinance or resolution
objected to.
(9) Voting required: No member shall be excused from voting except for lack of information and
except on matters involving the consideration of his or her own official conduct, or where his or
her personal interests are involved in accordance with V.T.C.A. Local Government Code Ch.
171 (Vernon 2014), and in these instances he or she shall abstain. Any member prohibited from
voting by personal interest shall announce this at the commencement of consideration of the
matter and shall not enter into discussion or debate on any such matter, shall leave the meeting
room, and shall file an affidavit of recusal. The member having briefly stated the reason for his
or her request, the excuse from voting shall be made without debate.
(10) Order of precedence of motions:
a. The following motions shall have priority in the order indicated:
1. Adjourn (when unqualified) and is not debatable and may not be amended;
2. Take a recess (when privileged);
3. Raise a question of privilege;
4. Lay on the table;
5. Previous question (⅔ vote required);
6. Limit or extend limits of debate (⅔ vote required);
7. Postpone to a certain time;
8. Commit or refer;
9. Amend;
10. Postpone indefinitely;
11. Main motion.
b. The first two motions are not always privileged. To adjourn shall lose its privilege character
and be a main motion if in any way qualified. To take a recess shall be privileged only
when other business is pending.
c. A motion to adjourn is not in order:
1. When repeated without intervening business or discussion;
2. When made as an interruption of a member while speaking;
3. While a vote is being taken.
d. Only certain motions may be amended as provided in the most current edition of Robert's
Rules of Order, revised. A motion to amend shall be undebatable when the question to be
amended is undebatable.
(11) Reconsideration: A motion to reconsider any action of the council can be made not later than
the next succeeding official meeting of the council. Such a motion can only be made by a
member who voted with the prevailing side. It can be seconded by any member. In order to
comply with the Texas Open Meetings Act, any council member who wishes to make such a
motion at a meeting succeeding the meeting where the action was taken shall notify the city
manager to place the item for reconsideration on the council agenda. No question shall be twice
reconsidered, except by unanimous consent of the council, except that action related to any
contract may be reconsidered at any time before the final execution thereof. A matter which was
not timely reconsidered in the manner provided by this section or was reconsidered but the
action originally taken was not changed by the council cannot be reintroduced to the council or
placed on a council meeting agenda for a period of six (6) months unless this rule is suspended
as provided for in these rules of procedure.
(12) The previous question: When the previous question is moved and seconded, it shall be put as
follows: "Shall the main question be now put?". There shall then be no further amendment or
debate; except that nothing herein shall allow the previous question to be called prior to a least
one opportunity for each member of the council to speak on the question before the council.
Any pending amendments shall be put in their order before the main question. If the motion for
the previous question is lost, the main question remains before the council. An affirmative vote
of ⅔ of the council shall be required to move the previous question. To demand the previous
question is equivalent in effect to moving "That debate now cease, and the council shall
immediately proceed to vote on the pending motion". In practice, this is done with the phrase
"Call for the question", or simply saying "Question".
(13) Withdrawal of motions: A motion may be withdrawn, or modified, by its movant without asking
permission until the motion has been stated by the presiding officer. If the movant modifies his
or her motion, the seconding council member may withdraw his or her second. After the
question has been stated, the movant shall neither withdraw it nor modify it without the consent
of the council. The subject different from that under consideration shall be admitted under color
of amendment. A motion to amend an amendment shall be in order, but one to amend an
amendment to an amendment shall not be in order.
(14) Appropriations of money: Before formal approval by the council of motions providing for
appropriation of money, information must be presented to the council showing purpose of the
appropriation. In addition, before finally acting on such an appropriation, the council shall obtain
a report from the city manager as to the availability of funds and his or her recommendations as
to the desirability of the appropriation.
(15) Transfer of appropriations: At the request of the city manager, at any time during the fiscal
year, the council may by resolution transfer an unencumbered balance of an appropriation
made for the use of one department, division, or purpose; but no transfer shall be made of
revenues or earnings of any non-tax supported public utility to any other purpose.
(h) Creation of committees, boards and commissions.
(1) Council committees: The council may, by resolution and as the need arises, authorize the
appointment of council committees. Any committee so created shall cease to exist when
abolished by resolution of the council. Council committees shall comply with the Texas Open
Meetings Act.
(2) Citizen boards, commissions, and committees: The council may create other citizen boards,
commissions, and committees to assist in the conduct of the operation of the city government
with such duties as the council may specify not inconsistent with the City Charter or Code.
Creation of such boards, commissions, and committees and memberships and selection of
members shall be by council resolution if not otherwise specified by the City Charter or Code.
Any board, commission, or committee so created shall cease to exist when abolished by a
resolution approved by the council. No committee so appointed shall have powers other than
advisory to the council or to the city manager, except as otherwise specified by the Charter or
Code. All citizen boards, commissions, and committees shall comply with the procedural
requirements of the Texas Open Meetings Act. Any reference in this article to "citizen boards,
commissions, and committees" includes citizen task forces and citizen ad hoc boards,
commissions, and committees unless otherwise indicated herein.
(3) Appointments:
a. Individual city council members making nominations for members to citizen boards,
commissions, and committees will consider interested persons on a citywide basis.
b. The city council will make an effort to be inclusive of all segments of the community in the
board, commission, and committee appointment process. City council members will
consider ethnicity, gender, socio-economic levels, and other factors to ensure a diverse
representation of Denton citizens.
c. The city council will take into consideration an individual's qualifications, willingness to
serve, and application information in selecting nominations for membership to each board,
commission, and committee.
d. In an effort to ensure maximum citizen participation, city council members will continue the
general practice of nominating new citizens to replace board members who have served
three (3) consecutive terms on the same board per the provisions of Denton Code of
Ordinances, section 2-65. This provision does not apply to citizen task forces and citizen
ad hoc committees.
e. Each city council member will be responsible for making nominations for board, committee,
and commission places assigned to him or her, which shall correspond to the city council
member's place. Individual city council members will make nominations to the full city
council for the governing body's approval or disapproval.
(4) Rules of procedure:
a. All board, commission, and committee members, including citizen board, commission, and
committee members, shall comply with the provisions of article II of chapter 2 of the Code
of Ordinances. All board, commission and committee members, including citizen board,
commission, and committee members, shall be provided a copy of these rules of
procedure and a copy of the City of Denton Handbook for Boards, Commissions and
Committees, which shall govern operational procedures of all boards, commissions and
committees, including citizen boards, commissions, and committees. All boards,
commissions, and committees, including citizen boards, commissions and committees,
shall comply with these rules as to the preparation of minutes of meetings, and such
minutes shall be prepared in accordance with the policies and procedures of the city
secretary.
b. All citizen board, commission, and committee members shall comply with the procedural
requirements of the V.T.C.A., Texas Government Code Chapter 551, also known as the
"Texas Open Meetings Act" as they appear now or may be amended in the future. Notice
of all meetings shall be posted in compliance with the Texas Open Meetings Act and
minutes and records will be maintained in accordance with requirements of the city
secretary's office. Each citizen board, commission, and committee member shall be
provided a copy of the Texas Open Meetings Act. Penalty provisions of the Texas Open
Meetings Act shall only apply to citizen boards, commissions, and committees with rule
making or quasi-judicial power, as set forth in the Texas Open Meetings Act and as
interpreted by Texas Courts.
c. Unless otherwise provided by law, each board, commission, or committee, shall adopt a
regular meeting schedule by no later than the body’s first meeting of the calendar year.
All regular meeting schedules shall be sent to the City Secretary’s Office for official record
keeping purposes upon adoption. Regular meeting schedules should include all planned
meetings the body intends to have during the calendar year.
(i) Votes required. Questions on which the voting requirement is varied by the Charter, State Statutes
and these rules are listed below:
(1) Charter and state statutory requirements:
a. Charter amendment—Five (5) votes: Ordinances submitting proposed Charter
amendments must be adopted by a two-thirds (⅔) vote of the council. (TEX. CONST. art.
XI, § 3 and V.T.C.A. Local Government Code Ch. 9 (Vernon 2014.)) For a seven-member
council, this means five (5) members must vote affirmatively.
b. Levying taxes—Five (5) votes: Ordinances providing for the assessment and collection of
certain taxes require the approval of two-thirds (⅔) of the members of the council (V.T.C.A.
Tax Code § 302.101 (Vernon 2014)).
c. Changing paving assessment plans—Five (5) votes: Changes in plans for paving
assessment require a two-thirds (⅔) vote of the council (V.T.C.A. Transportation Code §
313.053(e) (Vernon 2014)).
d. Changes in zoning ordinance or zoning classifications: In cases of a written protest of a
change in a zoning regulation or zoning classification by the owners of twenty (20) percent
or more either of the area of the lots included in such proposed change, or of the lots
immediately adjoining the same and extending two hundred (200) feet therefrom, such
amendment shall not become effective except by the favorable vote of three-fourths (¾) of
all members of the city council; further, three-fourths (¾) of all the members of the city
council is required to override the decision of the planning and zoning commission that a
zoning change be denied (V.T.C.A. Local Government Code § 211.066 (Vernon 2014))
and section 35.3.4.C.(4) Denton City Code (Development Code)). ("All" members of the
city council is construed to mean all who are qualified to vote on a matter, and any legal
disqualification of a member could change the requisite number of votes required for
passage. City of Alamo Heights v. Gerety et al. , 264 S.W. 2d 778 (Ct. App. — San Antonio
(1954)).
e. Amendment of tax abatement policy: The guidelines and criteria adopted as the city's tax
abatement policy may be amended or repealed by a vote of three-fourths (¾) of all
members of the city council (V.T.C.A. Tax Code § 312.002(c) (Vernon 2014)).
(j) Severability clause. If any section, subsection, paragraph, sentence, clause, phrase or word in this
section, or application thereof to any person or circumstances is held invalid by any court of
competent jurisdiction, such holding shall not affect the validity of the remaining portions of this
ordinance, and the City Council of the City of Denton, Texas, hereby declares it would have enacted
such remaining portions despite any such invalidity.
(Ord. No. 2001-193, § 1, 5-1-01; Ord. No. 2001-204, § 1, 5-29-01; Ord. No. 2002-018, § 1, 1-8-
02; Ord. No. 2003-235, § 1, 8-5-03; Ord. No. 2003-373, §§ 1(6.3), 2; Ord. No. 2004-033, §
1(6.4b., c.), 1(6.5), 2-3-04; Ord. No. 2004-182, § 1, 7-20-04; Ord. No. 2004-298, § 2, 9-21-04;
Ord. No. 2005-174, § 1, 6-21-05; Ord. No. 2006-175, § 1, 6-20-06; Ord. No. 2008-159, § 1, 7-
15-08; Ord. No. 2009-174, § 1, 8-4-09; Ord. No. 2010-258, § 1, 10-19-10; Ord. No. 2010-312, §
1, 12-7-10; Ord. No. 2011-038, § 1, 3-1-11; Ord. No. 2015-231, § 1, 8-4-15 ; Ord. No. 2016-197, §
1, 7-19-16; Ord. No. 2018-551, § 2, 4-17-18; Ord. No. 2018-574, § 2, 4-17-18; Ord. No. 2018-
1376, § 2(Att. A), 8-28-18)
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 19-2866,Version:1
AGENDA CAPTION
Consider adoption of an ordinance of the City of Denton amending the City of Denton Code of Ordinances
(Code)Section 2-83 (c)to revise the absences provision for board,commission,and committees by establishing
procedures and definitions to determine if an absence is excused or unexcused;providing for a severability
clause; and providing for an effective date.
City of Denton Printed on 1/24/2020Page 1 of 1
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City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: City Manager’s Office
CM: Todd Hileman
DATE: January 28, 2020
SUBJECT
Consider adoption of an ordinance of the City of Denton amending the City of Denton Code of Ordinances
(Code) Section 2-83 (c) to revise the absences provision for board, commission, and committees by
establishing procedures and definitions to determine if an absence is excused or unexcused; providing for
a severability clause; and providing for an effective date.
BACKGROUND
In spring 2019, two members of the Board of Ethics reported a “leave of absence.” Article III, Division 3,
Section 2-83(c) of the City of Denton Code Ordinances addresses attendance requirements for Boards and
Commissions. There is no reference within this article about members taking a “leave of absence.” As a
result, any absences at future meetings could be considered “unexcused,” thereby triggering the clause that
missing, “…more than (3) regularly called and scheduled meetings of the board, commission, or committee
of which he or she is a member in any one (1) year or lack of attendance at fifty (50) percent of the number
of regular meetings in a year, unless such absence is excused, shall be considered ‘cause’” for removal. As
2-83(c) is currently written, members of the board, commission, or committee have the discretion to
determine instances that qualify as an excused absence.
On April 2, 2019, a work session presentation was held to seek Council direction on leaves of absence. At
that work session, individual members of the City Council expressed support to have the City Council make
final determination regarding absences being excused or unexcused, including when a board, commission,
or committee member reports a leave of absence.
On September 24, the City Council held a Work Session discussion to discuss potential Rules of Procedure
and Code of Ordinances revisions that have been contemplated over the past year. During that work session,
staff was directed to revise Section 2-83(c) of the Code of Ordinances to remove the discretion of boards,
commissions, and committees to determine if an absence is excused or unexcused and grant that authority
solely to the City Council.
RECOMMENDATION
To address the City Council’s direction, staff has provided suggested revisions to Section 2-83(c) of the
Code of Ordinances clarifying that City Council has the sole discretion to determine if a board, commission,
or committee member’s absence is excused or unexcused and outlining the process for making such a
determination. The recommended process entails having board members formally request to have their
absences excused in instances where their absence does not meeting the following criteria: personal or
family illness, death of a family member, jury duty, service in the armed forces, testifying before the
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
legislature, attending a seminar involving municipal matters of importance to the member's duties, absence
necessary for the member's business or employment, and any emergencies. Board members wishing to have
their absence excused are to submit their request in writing to the City Secretary’s Office no later than ten
business days after the date the absence occurred. The City Secretary will then place an item on the next
available City Council agenda for Council consideration. Board members with more than three unexcused
absences in a given year or lack of attendance at fifty percent of the number of regular/scheduled meetings
in a year is considered “cause” for a board member to be removed from their seat.
EXHIBITS
Exhibit 1 – Agenda Information Sheet
Exhibit 2 – Ordinance
Exhibit 3 – Section 2-83 (c) - Redlined
Respectfully submitted:
Rachel Wood
Development Services
Denton Code of Ordinances
Chapter 2 - Administration
ARTICLE III. ‐ BOARDS, COMMISSIONS AND COMMITTEES
DIVISION 3. ‐ RULES AND PROCEDURES
Sec. 2.83(c) – General rules.
(c) Absences. Every board, commission, and committee member shall attend all regularly called and
scheduled meetings of the board, commission, or committee of which he or she is a member. The
chairperson shall announce, for the record, the names of members absent and determine if the
absence is excused or unexcused. Members who cannot attend the meeting should contact the
chairperson or an appropriate staff liaison concerning his or her absence prior to the meeting. The
unexcused absence of any board, commission, or committee member from more than three (3)
regularly called and scheduled meetings of the board, commission, or committee of which he or she
is a member in any one (1) year or lack of attendance at fifty (50) percent of the number of regular
meetings in a year, unless such absence is excused, shall be considered "cause," as that term is
used in section 14.16 of the Charter, for removal of the member by the city council from such board,
commission, or committee. An excused absence shall include personal or family illness, death of a
family member, jury duty, service in the armed forces, testifying before the legislature, attending a
seminar involving municipal matters of importance to the member's duties, absence necessary for
the member's business or employment, and any related emergencies or other matters which the
board, commission, or committee finds qualify as an excused absence. Attendance reports will be
provided by boards, commissions, and committees to the city council on a quarterly basis for their
review. Copies of this ordinance shall be forwarded to members of all of the standing boards,
commissions, and committees and to new members as they are appointed.
Every board, commission, and committee member shall attend all regular scheduled meetings of
the board, commission, or committee of which he or she is a member. For purposes of section
2.83(c), the phrase “board, commission, or committee” includes subcommittees, panels, ad hoc
groups and task forces. Members who cannot attend the meeting must contact the chairperson or
an appropriate staff liaison to report his or her absence before the start of the meeting and provide
the reason why he or she is unable to attend the meeting.
(1) All absences will be categorized as either excused or unexcused, according to the following
criteria:
a. Excused Absences: An excused absence of any board, commission, committee
member shall include the following: personal or family illness, death of a family
member, jury duty, service in the armed forces, testifying before the legislature,
attending a seminar involving municipal matters of importance to the member's
duties, or an absence necessary for the member's business or employment.
Members should submit documentation for the excused absence to the City
Secretary for approval. In the event the City Secretary finds it is not clear whether
an absence meets the criteria above, she shall promptly notify the member in
writing, that if the member wants the absence excused they will be required to go
through the process outlined in Section 2.83(c)(1)(b).
b. Request for Absence to be Excused: In the event the absence does not meet any of
the above noted criteria for an excused absence, the member may submit a request
to have the absence excused to the City Secretary’s Office in writing no later than
ten business days after the date the absence occurred. The City Secretary will then
place an item on the next available city council agenda for their consideration, in
accordance with the Texas Open Meetings Act.
c. Unexcused Absences: Any absence which does not qualify as an excused absence
under another subsection herein shall be considered an unexcused absence.
(2) Calculating Ten Business Days: For purposes of calculating ten business days, the
“computation of time” provision in Section 1-2 of the Denton Code of Ordinances shall
apply.
(3) Absences Resulting in Cause for Removal: An unexcused absence of any board, commission,
committee, member from more than three (3) regularly called and scheduled meetings of
which he or she is a member in any one (1) year, or lack of attendance at fifty (50) percent
of the number of regular/scheduled meetings in a year , shall be considered "cause," as that
term is used in section 14.16 of the Charter, for removal by the city council. An office that
has been vacated under the provisions of this section shall be filled for the remainder of the
term using the standard appointment process.
(4) Reporting and Violations: Attendance reports will be provided by boards, commissions,
committees, subcommittees, or panels to the city council via the City Secretary’s Office on a
quarterly basis. The staff liaison shall immediately notify the City Secretary’s Office of any
member’s violation of the attendance requirements and shall not wait until the quarterly
reporting process. Copies of this ordinance shall be forwarded to existing members of all of
the standing boards, commissions, committees, subcommittees, or panels and to new
members as they are appointed.
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 20-229,Version:1
AGENDA CAPTION
Consider adoption of an ordinance of the City of Denton amending the City of Denton Code of Ordinances
(Code)Section 2-29 (City Council Rules of Procedure)Subsection (d)(Types of Meetings)adding language to
officially adopt long standing practices for scheduling regular meetings of the City Council and for addressing
holidays; providing for a severability clause; and providing for an effective date.
City of Denton Printed on 1/24/2020Page 1 of 1
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City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: City Manager’s Office
CM: Todd Hileman
DATE: January 28, 2020
SUBJECT
Consider adoption of an ordinance of the City of Denton amending the City of Denton Code of Ordinances
(Code) Section 2-29 (City Council Rules of Procedure) Subsection (d) (Types of Meetings) adding language
to officially adopt long standing practices for scheduling regular meetings of the City Council and for
addressing holidays; providing for a severability clause; and providing for an effective date.
BACKGROUND
Each year, the City Secretary’s Office prepares the annual City Council meeting schedule in consultation
with members of the City Council. The Secretary’s Office has several longstanding practices associated
with the City Council calendar that should be codified in the City Council Rules of Procedure.
The Denton City Council has not traditionally met on the day of or the day following paid City holidays. In
observation of winter holidays, the Denton City Council has not historically met during the last two weeks
of November and December. Additionally, the Denton City Council typically takes their summer break the
first two weeks of July and does not meet during that time period.
Rules of Procedure amendments require an introduction prior to City Council consideration. The proposed
Rules of Procedure revision regarding the City Council meeting calendar was presented to the City Council
on January 14.
RECOMMENDATION
In an effort to formalize the longstanding practices associated with the City Council’s regular meeting
schedule, the City Secretary’s Office recommends revising the Rules of Procedure (Section 2-29 of the
Code of Ordinances) to codify the following:
• Denton City Council does not schedule regular meetings on the day of or day immediately
following official, paid City of Denton holidays.
• Denton City Council does not schedule regular meetings for the last two weeks of November and
December.
• Denton City Council does not schedule regular meetings for the first two weeks of July.
EXHIBITS
Exhibit 1 – Agenda Information Sheet
Exhibit 2 – Ordinance
Exhibit 3 – Section 2-29 Redlined
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
Respectfully submitted:
Rachel Wood and Rosa Rios
Development Services City Secretary
Sec. 2-29. - City council rules of procedure.
(d) Types of meetings.
(1) Regular meetings: The council shall meet on the first and third Tuesday of each month, at such
time as may be set by the city council, unless the meeting is postponed or cancelled for valid
reasons. All regular meetings of the council will be held in City Hall at 215 East McKinney
Street, Denton, Texas or at such other location as the city council may, from time to time by
proper posting under the Open Meetings Act and so long as the location is open to the public,
designate. In the event a regular meeting falls on a day the city observes a paid holiday, or the
day after, no regular meeting shall be scheduled. Furthermore, no regular meetings shall be
held the first two weeks in July, nor the last two weeks of November and December. The
limitations in this subsection provision do not apply to other types of meetings which may be
called under Section 2-29(d).
(2) Special meetings: Special meetings may be called by the mayor, the city manager, or by any
three (3) members of the council. The city secretary shall post notice thereof as provided by the
Texas Open Meetings Act. The mayor, city manager, or three (3) of the council members may
designate a location for the special meeting other than City Hall, as long as the location is open
to the public.
(3) Workshop meetings: Workshop meetings (also referred to as "work sessions") may be held on
the first and third Tuesday of each month at such time as may be set by the city council, or on
such other day as the city council may designate and at such time as may be set by the city
council, to discuss near to mid or long range issues and to answer city council questions
concerning all agenda items. Workshops or work sessions may be called using the same
procedure required for special meetings as provided for in subsection (2) above. The purpose of
the workshop meeting is to discuss or explore matters of interest to the city, to meet with city
boards, commissions, or committee members, city staff or officers of civic organizations,
governing bodies or individuals specifically invited to the session by the mayor, council or city
manager. These meetings are informational and normally no final action shall be taken unless
the posted agenda indicates otherwise. However, the city council may, by consensus, provide
general direction to staff with regard to matters of interest or concern, understanding such
matters ultimately may require a formal vote of the council for implementation.
(4) Luncheon meetings: Luncheon workshop or work session meetings may be held on the first
Monday of each month at such time as may be set by the city council, or on such other day as
the city council may designate. Such meetings may be called using the same procedure
required for special meetings as provided for in subsection (2) above. The purpose of the
luncheon meeting is to discuss or explore matters of interest to the city, to meet with city
boards, commissions, or committee members, city staff or officers of civic organizations,
governing bodies or individuals specifically invited to the session by the mayor, council or city
manager. These meetings are informational and normally no final action shall be taken unless
the posted agenda indicates otherwise. However, the city council may, by consensus, provide
general direction to staff with regard to matters of interest or concern, understanding such
matters ultimately may require a formal vote of the council for implementation.
(5) Emergency meetings: In case of emergency or urgent public necessity, which shall be
expressed in the notice of the meeting, an emergency meeting may be called by the mayor, the
city manager or by three members of the council, and it shall be sufficient if the notice is posted
two hours before the meeting is convened.
(6) Closed meetings: The council may meet in a closed meeting pursuant to the requirements of
the Texas Open Meetings Act.
(7) Recessed meetings: Any meeting of the council may be recessed to a later time, provided that
no recess shall be for a longer period than until the next business day.
(8) Notice of meetings: The agenda for all meetings, including council committee or subcommittee
meetings, shall be posted by the city secretary on the city's official bulletin board and notice of
all meetings shall be given by the city secretary pursuant to the requirements of the Texas Open
Meetings Act.
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 19-2817,Version:1
AGENDA CAPTION
Consider approval of a resolution of the City Council of the City of Denton authorizing and designating
representatives of the City to act as custodian of the investment of public funds in the Texas local government
investment pool (“TexPool”); delegating authority to invest funds and act as custodian of investments
purchased with local investment funds to TexPool; authorizing the Mayor to execute a resolution amending
authorized representatives; and providing for an effective date.
City of Denton Printed on 1/24/2020Page 1 of 1
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City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Finance
CFO: Antonio Puente, Jr.
DATE: January 28, 2020
SUBJECT
Consider approval of a resolution of the City Council of the City of Denton authorizing and designating
representatives of the City to act as custodian of the investment of public funds in the Texas local
government investment pool (“TexPool”); delegating authority to invest funds and act as custodian of
investments purchased with local investment funds to TexPool; authorizing the Mayor to execute a
resolution amending authorized representatives; and providing an effective date.
BACKGROUND
In 2007, City Council approved resolution R2007-037 authorizing the City of Denton to participate in the
local government investment pool, TexPool. Due to changes in Finance staff, the City needs to update its
representative on file with TexPool. TexPool requires a resolution to amend authorized representatives be
approved.
RECOMMENDATION
Staff recommends approval of the resolution.
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
January 14, 2020, the City’s Audit/Finance Committee unanimously approved the amending resolution to
be forwarded to the City Council for consideration and approval.
FISCAL INFORMATION
On average, the $25 million balance with TexPool generates approximately $45,000 in additional interest
income per month.
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
Exhibits:
1. Agenda Information Sheet
2. Resolution
3. Resolution R2007-037
Respectfully submitted:
David Gaines
Director of Finance
Prepared by:
Randee Klingele
Senior Treasury Analyst
RESOLUTION NO. /
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DENTON AUTHORIZING
THE INVESTMENT OF PUBLIC FUNDS IN THE TEXAS LOCAL GOVERNMENT
INVESTMENT POOL ("TEXPOOL"); DELEGATING AUTHORITY TO INVEST FUNDS
AND ACT AS CUSTODIAN OF INVESTMENTS PURCHASED WITH LOCAL
INVESTMENT FUNDS TO TEXPOOL; PROVIDING FOR THE INVESTMENT OF PUBLIC
FUNDS CONSISTENT WITH THE PUBLIC FUNDS INVESTMENT ACT AND THE CITY'S
INVESTMENT POLICY; DESIGNATING AUTHORIZED REPRESENTATNES;
AUTHORIZING THE MAYOR TO EXECUTE THE PARTICIPATION AGREEMENT; AND
PROVIDING FOR AN EFFECTNE DATE.
WHEREAS, the City of Denton ("Participant") is a local government or state agency of
the State of Texas and is empowered to delegate to the public funds investment pools the
authority to invest funds and to act as custodian of investments purchased with local investment
funds: and
WHEREAS, it is in the best interest of the Participant to invest local funds in investments
that provide for the preservation and safety of principal, liquidity, and yield consistent with the
Public Funds Investment Act;
WHEREAS, the Texas Local Govermnent Investment Pools ("TexPool"), public funds
investment pools, were created on behalf of entities whose investment objectives in order of
priority are preservation and safety of principal, liquidity, and yield consistent with the Public
Funds Investment Act; NOW, THEREFOR,
THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES:
SECTION 1. That Participant shall enter into a Participation Agreement to establish an
account in its name in TexPool for the purpose of transmitting local funds for investment in
TexPool
SECTION 2. The individuals whose signatures appear in this resolution are authorized
representatives of the Pazticipant and are each hereby authorized to transmit funds for investment
in TexPool and are each further authorized to withdraw funds from time to time, to issue letters
of instruction, and to take all other actions deemed necessary or appropriate for the investment of
local funds.
List the authorized representatives of the Participant. These individuals will be issued Personal
Identification Numbers (PINS) to transact business via the phone with a Participant Services
Representative.
1. Name: Ton Fortune
Phone/Fax/Em.
Signature:
Title: Assistant City Manae~
2. Name:
Phone/Fax/Email:
Signature:
3. Name: Anti
Phone/Fax/Email:
Signature:
4. Name:
Phor
Title: Director of Finance
Title: Revenue &Treasurv Analyst
List the name of the Authorized Representative provided above who will have primary
responsibility for performing transactions and receiving confirmations and monthly statements
under the Participation Agreement.
Name: Randee KlinQele
In addition and at the option of the Participant, one additional authorized representative can be
designated to perform inquiry only of selected information. This limited representative cannot
make deposits or withdrawals. If the Participant desires to designate a representative with
inquiry rights only, complete the following information
5. Name: ~ ~ ~ Title:
Phone/Fax/Email:
SECTION 3. That this resolution and its authorization shall continue in full force and
effect until amended or revoked by the Participant, and until TexPool receives a copy of any
such amendment or revocation.
SECTION 4. This resolution shall become effective immediately upon its passage and
approval.
r
PASSED AND APPROVED this the ~ day of , 2007.
r
PERR .MINE L, MAYOR
Page 2
Randee K1inQele Title: Treasurv Services Specialist
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: W
APPROVED AS TO LEGAL FORM:
EDWIN M. SNYDER, CITY ATTORNEY
BY:
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Page 3
e
T~a
An luvc8tn'~enl Scr„[ce Ybt PuhltC YLntls
Texas Local Government Investment Pool
TexPool Participation Agreement
PREAMBLE
This participation agreement (the "Agreement") is made and entered into by and between [he Comptroller of
Public Accounts (the "Comptroller"), acting through the Texas Treasury Safekeeping Tmst Company (the "Trust
Com any"), Trustee of the Texas Local Govemment Investment Pool (TexPool), and
the Cdy of Denton, Texas (the "Participant').
WHEREAS, the Interlocal Cooperation Act, TEX GOVT CODE ANN, ch. 791 and the Public Funds
Investment Act, TEX. GOVT CODE ANN. ch. 2256 (the "Acts") provides for the creation of a public funds
investment pool to which any local govemment or state agency may delegate, by contract, the authority to hold legal
title as custodian and to make investments purchased with local funds;
WHEREAS, the Tmst Company is a special purpose trust company authorized pursuant to TEX. GOVT
CODE ANN. § 404.103 to receive, transfer and disburse money and securities belonging to state agencies and local
political subdivisions of the state and for which the Comptroller is the sole officer, director and shareholder;
WHEREAS, TexPool is a public funds investment pool, which funds are invested in certain eligible
investments as more fully described hereafrer;
WHEREAS, the Participant has determined that it is authorized to invest in a public funds investment pool
created under the Acts and to enter into this Agreement;
WHEREAS, the Participant acknowledges that the Tmst Company is not responsible for independently
verifying the Participant's authority to invest under the Acts or to enter this Agreement;
WHEREAS, the Participant acknowledges that the performance of TexPool is not guaranteed by the State of
Texas, the Comptroller, or the Tmst Company; and
WHEREAS, in an effort [o ensure the continued availability of an investment pool as a vehicle for investment
of local government funds and simultaneously provide for enhancement in services and potential decreases in
management and administrative fees, Participant and Trust Company desire to provide in this Agreement that the Trust
Company may obtain private professional investment management and related services.
NOW THEREFORE, for and in consideration of the mutual pomises, covenants and agreements herein
contained, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree with each other as
follows:
ORIGINALS REQUIRED Page 1 TEX -ENROLL
ARTICLE I.
DEFINITIONS
Account" shall mean any account or accounts, established by the Participant in TexPool in accordance with this
Agreement and the Operating Procedures (as defined herein), which Account represents an undivided beneficial
ownership in TexPool.
Authorized Investments" shall mean Urose investments which are authorized by the Investment Act (as herein
defined) for investment of public funds.
Authorized Representative(s) of the Participant" shall mean any individual who is authorized to execute
documents and take such other necessary actions under this Agreement as evidenced by the duly enacted Resolution of
the Participant.
Authorized Representative(s) of the Trust Company" shall mean any employee of the Comptroller or Tmst
Company who is designated in writing by the Comptroller or the Trust Company's Chief Executive Officer to act as
the authorized Trust Company representative for purposes of this Agreetent and shall include employees of any
private entity perfomting the obliga[ioivs of the Comptroller under this Agreement.
Board" shall mean the advisory board prodded for in the Investment Act (as defined below).
Investment Act" shall mean the Public Funds Investnent Act, TEX. GOVT CODE ANN. ch. 2256, as amended
from time to time.
Investment Policy" shall mean the written TexPool Investment Policy, as amended from time to time, relating to the
investment and management of funds in TexPool as established by the Trust Company consistent with the Investment
Act.
Letter of Instruction" shall mean a written authorization and direction to [he Trust Company signed by an
Authorized Representative of the Participant.
Operating Procedures" shall mean the written procedures established by the Trust Company describing Uie
management and operation of TexPool, and providing for the establislunent of, deposits to and withdrawals from the
Accounts, as amended from time to time.
Participant" shall mean any entity authorized by the Acts to participate in a public funds investment pool that has
executed this Agreement pursuant to a Resolution.
Resolution" shall mean [he resolution adopted by the governing body of a local governmental entity authorizing the
entity's participation in TexPool and designating persons to serve as Authorized Representatives of the Participant.
ORIGINALS REQUIRED Page 2 TEX -ENROLL
ARTICLE II.
GENERAL ADNIINISTRATION
Section 2.01. TexPool Defined.
a) TexPool is a public funds investment pool created pursuant to the Acts
b) Subject to Section 6.10, the Tmst Company agrees to manage the Participant's Account in accordance with the
Investment Act and the Investment Policy.
Section 2.02. Board.
a) The Board is composed of members appointed pursuant to the requirements of the Investment Act.
b) The Board shall advise the Trust Company on the Investment Policy and on various other matters affecting
TexPool, and shall approve fee increases.
Section 2.03. General Administration
a) The Tmst Company shall establish and maintain the Investment Policy specifically identifying the Authorized
Investments consistent with the Investment Act and the general policy and investment goals for TexPool.
b) The Trust Company shall establish and maintain the Operating Procedures, describing the management and
operation of TexPool and providing for procedures to be followed for the establishment of, deposits to, and
withdrawals from the Accounts and such other matters as are necessary to carry out the intent of this Agreement.
c) The Trust Company shall have the power to take any action necessary to carry out the purposes of this Agreement,
subject to applicable law and the terms of this Agreement.
Section 2.04. Ownership Interest. Each Participant shall own an undivided beneficial interest in the assets of TexPool
in an amount proportional to the total amount of such Participant's Accounts relative to the total amount of all
Participants' Accowrts in TexPool, computed on a daily basis.
Section 2.05. Independent Audit. TexPool is subject to annual review by an independent auditor consistent with Ch.
2256, TEX GOVT CODE ANN. In addition, reviews of TexPool may be conducted by the State Auditor's Office and
the Comptroller's office. The Trust Company may obtain such legal, accounting, fmancial or other professional
services as it deems necessary or appropriate to assist TexPool in meeting its goals and objectives.
Section 2.06. Liability. Any liability of the Comptroller, the Comptroller's office, the Tmst Company, representatives
or agents of the Tmst Company, any Comptroller employee, Trust Company or any member of the Boazd for any loss,
damage or claim, including losses from investments and transfers, to the Participant shall be limited to the full extent
allowed by applicable laws. The Tmst Company's responsibilities hereunder are limited to the management and
investment of TexPool and the providing of reports and information herein required.
ORIGINALS REQUIRED Page 3 TEX -ENROLL
ARTICLE III.
PARTICIPATION REQUIREMENTS
Section 3.01. The Participation Agreement. The Participant must execute this Agreement and provide a Resolution
authorizing participation in TexPool azid designating persons to serve as Authorized Representatives of the Participant
and any other documents as are required under, and substantially in the form prescribed by, the Operating Procedures
before depositing any funds into TexPool.
Section 3.02. Operating Procedures
a) The Participant acknowledges receipt of a copy of the Operating Procedures. The Operating Procedures describe in
detail the procedures required for the establishment of accounts, deposits to and withdrawals from TexPool, and
related infonna[ion.
b) The Operating Procedures may be modified by the Trust Company as appropriate to remain consistent with
established banking practices and capabilities and when such modification is deemed necessary to improve the
operation of TexPool.
c) The Participant hereby concurs with and agrees to abide by the Operating Procedures.
ARTICLE IV.
INVESTMENTS
Section 4.01. Investments. All monies held in TexPool shall be invested and reinvested by the Tmst Company or
Authorized Representatives of the Tmst Company only in Authorized Investments m accordance with the Agreement,
he Investment Policy and the Investment Act. Participant hereby concurs with any such investment so made by the
Trust Company. TexPool's available finds that are uninvested may be held at the Trust Company's account at the
Federal Reserve Bank of Dallas, or any designated custodian account, or with a custodian selected by the Tmst
Company. All investment assets and collateral will be in the possession of the Trnst Company and held in its book-
entry safekeeping account at the Federal Reserve Bank, any designated custodian account, or with a custodian selected
by the Tmst Company.
Section 4.02. Failed Investment Transaction. In the extraordinary event [hat a purchase of securities results in a
failed settlement, any resulting uninvested funds shall remain in the Tmst Company's Federal Bank of Dallas account,
any designated custodian account or with a custodian selected by the Trust Company. If an alternative investment can
be secured after the failure of the trade to settle, TexPool will receive all the income earnings, including but not limited
to, any compensation from the purchaser failing in the trade and the interest income from the alternative investment.
Section 4.03. Investment Earnings and Losses Allocation. All interest earnings in TexPool will be valued daily and
credited to the Participant's Accounts monthly, on a pro rata allocation basis. All losses, if any, resulting from the
investment of monies in TexPool shall also be allocated on a pro rata allocation basis. All earnings and losses will be
allocated to the Participant's Accounts in accordance wi0i generally accepted accounting procedures.
Section 4.04. Commingling of Accounts. Participant agrees that monies deposited in TexPool may be commingled
with aIl other monies held in TexPool for purposes of common investment and operational efficiency. However, each
Participant will have separate Accounts on the books uid records of TexPool, as further provided for in the Operating
Procedures.
ORIGINALS REQUIRED Page 4 TEX-ENROLL
ARTICLE V.
FEES, EXPENSES AND REPORTS
Section 5.01. Fees and Expenses. The Participant agrees to pay the amount set forth in the fee schedule. Participant
agrees that all fees shall be directly and automatically assessed and charged against the Participant's Accounts. The
basic service fee shall be calculated as a reduction in the daily income earned, thus only the net income shall be
credited to the Participant's Account. Fees for special services shall be charged to each Participant's account as they
are incurred or performed. A schedule of fees shall be provided to the Participant amorally. Each Participant will be
notified thirty (30) days prior [o the effective date of any change in the fee schedule.
Section 5.02. Reports. A monthly statement will be mailed to the Participant within the first five (5) business days of
the succeeding month. The monthly statement shall include a detailed listing of the balance in the Participant's
Accounts as of the date of the statement; all account activity, including deposits and withdrawals; the daily and
monthly yield infonna[ion; and any special fees and expenses charged. Additionally, copies of the Participant's reports
in physical or computer form will be maintained for a minimum of three prior fiscal years. All records shall be
available for inspection at al] reasonable hours of the business day and under reasonable conditions.
Section 5.03. Confidentiality. The Trust Company and uty private entity acting on behalf of the Trust Company for
purposes of this Agreement will maintain the confidentiality of the Participant's Accounts, subject to the Public
Information Act, TEX GOVT CODE ANN. ch. 552, as amended.
ARTICLE VI.
MISCELLANEOUS
Section 6.01. Notices. Any notices, Letters of Instructions or other information required or permitted to be given
hereunder shall be submitted in writing and shall be deemed duly given when deposited in the U.S. mail postage
prepaid or successfully transmitted via facsimile addressed to the parties as follows:
To the Participmit:
Participant Name City of Denton
Address 215 East McKinney
City, State, Zip Denton, Texas 76201
Telephone (940)349-8531 Fax 940)349-7206
To Trust Compmry with respect to contractual matters or disputes under this Agreement:
Texas Treasury Safekeeping Trust Company
Attn: TexPool
Rusk State Office Building
208 East 10`" Street
Austin, TX 78701
Telephone: (512)463-3716
FAX No.: (512) 463-0823
ORIGINALS REQUIRED Page 5 TEX -ENROLL
To TexPoa[ with respect to operational matters, including enrollment documents; changes to Authorized
Representatives; Bank Information Sheets; initiation of deposits or withdrawals of funds; changes to addresses;
audit confirmation requests; and account inquiry:
TexPool Participant Services
C/O Lehman Brothers
Attn: Participant Services
600 Travis St., Suite 7200
Houston, TX 77002
Telephone: 1-866-839-7665 (1-866-TEX-POOL)
FAXNo.: 1-866-839-3291 (1-866-TEX-FAXI)
The Participant and the Tmst Company agree to notify the other of any change affecting this infomration and agree
that unless and until so notified, the other party shall be entitled to rely on the last information provided
Section 6.02. Taxpayer Identification Number. The ParticipanPs taxpayer identification number assigned by the
Internal Revenue Service is: 75-6000514 .The Participant hereby agrees to notify the Trust Company of
any change affecting this Taxpayer Identification number and agrees that unless and until so notifies, the Trust
Company shall be entitled to rely on same in providing any and all reports or other information necessary or required
by the Federal tax laws as amended from time to time.
Section 6.03. Severability. If any provision of this Agreement shall be held or deemed to be in fact illegal, inoperative
or unenforceable, the same shall not affect any other provision or provisions herein contained or render the same
invalid, inoperative or unenforceable to any extent whatsoever.
Section 6.04. Execution of Counterparts. This Agreement may be simultaneously executed in several separate
counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
Section 6.05. Applicable Law. This Agreement shall be governed by and constmed in accordance with the laws of the
State of Texas. Venue for any dispute under this Agreement shall be in Travis County, Texas.
Section 6.06. Captions. The captions or headings in [his Agreement aze for convenience only and in no way defined,
limit or describe the scope or intent of any provisions, articles or sections of this Agreement.
Section 6.07. Amendments.
a) The Tmst Company shall advise the Participant in writing of any amendments to Uus Agreement no less than 45
days prior to the effective date of such amendmene The Participant may ratify the proposed amendment of this
Agreement by letter to the Tmst Company. If the Participant elects not to ratify the amendment, the Participant
may terminate this Agreement in accordance with Section 6.08. In the event [he Participant fails to respond in
writing to a notice of amendment prior to the effective date of such amendment, Uus Agreement shall be deemed
amended.
b) The Trust Company may periodically revise the Operating Procedures from time to time as i[ deems necessary for
the efficient operation of TexPool. The Participant will be bound by any amendment to the Operating Procedures
with respect to any transaction occurring subsequent to the time such amendment takes effect, provided, however,
that no such amendment shall affect the Participant's right to cease to be a Participant.
Section 6.08. Termination. This Agreement may be terminated by either party hereto, with or without cause, by
tendering 30 days prior written notice in the manner set forth in Section 6.01 hereof.
Section 6.09. Term. Unless terminated in accordance with Section 6.08, [his Agreement shall be automatically
renewed on each anniversary date hereof.
ORIGINALS REQUIRED Page 6 TEX -ENROLL
Section 6.10. Assignment. The Tmst Company may enter into an agreement with a third party investment manager to
perform its obligations and service under this Agreement, provided that such third party investment manager shall
manage TexPool according to the Investment Act, Investment Policy and in a manner consistent with that directed by
the Tmst Company. The Trust Company also shall have the right to assign its rights and obligations under the
Agreement to a third party investment manager if the Trust Company detemunes that such assignment is in the best
interest of the State and Participants. hi the event a successor pool to TexPool is deemed by the Trust Company to be
hi the best interest of the State and the Participant, the Trust Company may take any action it deems necessary to
assign its rights and benefits under any third party agreements and transfer
the assets from TexPool to any successor pool.
In Witness Whereof, the parties hereto have caused this Agreement to be executed as of the dates set
forth below, and the Agreement shall be effective as of the latest such date.
PARTICIPANT
Signatwe ~~~ ~~~
Printed Name Perry R. McNeill
TEXAS TREASURY SAFEKEEPING TRUST
COMPANY
Comptroller of Public Accounts
Signature
Printed Name
Title Mayor Title
Date ~~~~~// ~~DD / Date
CERTIFICATE OF INCUMBENCY
The preceding signatory is a duly appointed, acting, and qualified officer of the Participant, who, in Oie
capacity set forth above is authorized to execute this Agreement.
IN WITNESS WHEREOF, I have duly executed this certificate as of th~day of
20Cn . /~
PrintedN~rre JennfferWalters
OFFICIAL SEAL
Title City Secretary
ORIGINALS REQUIRED Page 7
APPROVED AS TO FORM:
CITY ATTORNEY
CITY OF DENTON, TEXAS
BY:
TEX-ENROLL
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 20-112,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 SSP Innovations,LLC,for the aid of Denton Municipal Electric
(DME)’s Operation Technology and related software systems,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 7210 -awarded to SSP Innovations,
LLC,in the five (5)year not-to-exceed amount of $2,000,000).The Public Utilities Board recommends
approval (6 - 0).
City of Denton Printed on 1/24/2020Page 1 of 1
powered by Legistar™
City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Procurement & Compliance
CFO: Antonio Puente, Jr.
DATE: January 28, 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 SSP Innovations, LLC, for the aid of Denton
Municipal Electric (DME)’s Operation Technology and related software systems, 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
7210 – awarded to SSP Innovations, LLC, in the five (5) year not-to-exceed amount of $2,000,000). The
Public Utilities Board recommends approval (6 - 0).
INFORMATION/BACKGROUND
The City of Denton utilizes and maintains a master repository of records and maps for the installed electric
system equipment. A geographic information/facilities management system (referred to as “GIS”) was the
method chosen by the City of Denton (COD) twenty-three years ago. GIS software assists electric utilities
by increasing productivity and improving services through effective management of spatial data. ESRI was
selected as the base system, and the companion Schneider Electric ArcFM electrical specialty line was
selected for the electric system data application. This allows DME the capability to run database queries on
the transmission and distribution electric systems infrastructure, fiber communications infrastructure, create
engineering and operations maps and provide electronic maps for field use. The electric GIS has become a
core product for DME and is now used to provide GIS data that assists with financial fixed asset accounting,
budget preparations, and presentations requiring governing board approvals, distribution engineering
analysis, and outage management tracking and reporting.
Technology Services delivers operational data to all departments within DME. The DME maps, as well as
the key system integrations, are necessary for day-to-day functioning. As well as GIS, the department also
manages the Outage Management System (OMS), Interactive Voice Response system (IVR), Mobile
Workforce Management (MWFM), Fiber Communications infrastructure, Inspections, Mobile Mapping,
Public Facing Outage Map, and Internal Web Mapping Applications. The OMS also integrates with the
Supervisory Control and Data Acquisition (SCADA), Customer Information System (CIS), IVR systems,
and the Advanced Metering Infrastructure (AMI).
In 2014, a five-year work plan was established that would identify the major GIS related software
implementations and integrations that DME would need to utilize in the changing electric utility landscape.
The result of this two-year period of work is a long-term work plan for the department through 2024 and a
plan for a five-year Professional Services Agreement with SSP Innovations, LLC.
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
In 2017, the DME GIS group was migrated to the Technology Services group to improve the organizational
synergies and group like functions under one department. Several projects were completed under the PSA.
The long-term plan for the DME-TS group focused on five main pillars:
• Improve GIS data development & develop data standards for electric & fiber data
• Improve & expand application implementations & integrations that improve efficiencies
• Promote & expand awareness of GIS capabilities & educate decision-makers to the benefits of GIS
• Offer & improve training & technical support to day-to-day users of GIS and related systems.
• Continue to offer available and accessible systems with 24/7 support
The result of this planning was the identification of a need for professional services to assist in deploying a
robust set of software implementations, integrations, and customizations at DME. SSP Innovations has been
selected as the vendor to enter into a PSA contract to assist in these projects. SSP Innovations has a proven
track record of work within the Telecom and Electric utility industries.
The Denton Municipal Electric has utilized SSP Innovations to deliver GIS consulting needs to the DME
organization since 2016. Services are performed by SSP Professional Services staff who possess unique
and extensive experience in the planning and implementation of GIS products and application technology
for electric utilities. SSP Innovations staff have an in-depth understanding of ESRI, ARC FM and OMS
responder product technology, access to the newest software developments, and visibility into future
product directions. SSP has built several tools to assist DME to better monitor, analyze, design, and
maintain the transmission and distribution systems. These tools are unique to SSP and provide insight into
our system. One tool is a product called Sync. Sync will allow DME to maintain interfaces and functionality
with critical systems such as Responder and the Trilliant AMI network. This product was designed based
on real-world experiences helping customers diagnose and resolve their system performance problems.
Sync will be only available from SSP and staff research has not identified any other providers of a software
with the capabilities of Sync. Sync is available only as part of the SSP services contract. If Sync is not used,
then Technology Services would need to identify a similar custom product that has not been tested or
recommended by ESRI, which is our current GIS application provider.
SSP Innovations is a fifteen-year-old utility GIS consulting company that is based near Denver, Colorado.
SSP Innovations has the most extensive experience with Schneider Electric ArcFM implementation and
integration projects. In 2015 and 2016, ESRI awarded SSP Innovations with Partnership Awards at the
ESRI Partner Conference. SSP Innovations is also a member of ESRI’s 12 member ESRI Partnering
Advisory Council. Technology Services recognizes the partnership between ESRI and SSP Innovations and
the importance of this relationship to the future of the utility GIS industry. SSP Innovations has performed
installation, configuration, data conversion, data modeling, and training projects for many utilities. SSP
Innovation’s work with solution-oriented consulting will help DME with many projects including database
health and tuning, upgrades, and filling needed technological gaps with customization and integration
projects.
SSP Innovations has performed GIS integrations with Customer Information Systems (CIS), Enterprise
Asset Management (EAM), Work Management Systems, Inventory, Payroll, Engineering Analysis, Outage
Management Systems, Document Management, One-Call (Line Locate), Mobile Work Force Management
(MWFM), Integrated Voice Response, Customer Notification Systems, Materials Management and more.
SSP Innovations has performed work with many other municipal utilities across the United States including
Garland Power & Light (Garland, TX), CPS Energy (San Antonio, TX), City of Houston (Houston, TX),
City of New Braunfels (New Braunfels, TX), Memphis Light Gas & Water (Memphis, TN), and Burbank
Water & Power (Burbank, CA). SSP Innovations also has worked with CoServ (Corinth, TX), Texas-New
Mexico Power (Lewisville, TX), Tri-County Electric (Azle, TX), Alabama Power (Birmingham, AL) and
Georgia Power (Atlanta, GA).
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.
PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS)
On January 13, 2020, the Public Utilities Board (PUB) recommended this item to the City Council for
consideration.
RECOMMENDATION
Award with a contract to SSP Innovations, LLC, as a sole source supplier, for the aid of Denton Municipal
Electric (DME)’s Operation Technology and related software systems in an amount not to exceed
$2,000,000.
PRINCIPAL PLACE OF BUSINESS
SSP Innovations, LLC
Centennial, CO
ESTIMATED SCHEDULE OF PROJECT
This is a five (5) year contract.
FISCAL INFORMATION
These services will be funded from Technology Services job cost account 840095744.1365.30100.
Requisition # 143207 has been entered into the Purchasing software system in the amount of $184,998. The
budgeted amount for this item is $2,000,000.
EXHIBITS
Exhibit 1: Agenda Information Sheet
Exhibit 2: LLC Members
Exhibit 3: Ordinance and Contract
Respectfully submitted:
Lori Hewell, 349-7100
Purchasing Manager
For information concerning this acquisition, contact: Melissa Kraft, 349-7823.
Legal point of contact: Mack Reinwand at 940-349-8333.
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
DocuSign Envelope ID: 3D8CEF5D-766F-440E-B8E8-B1FE2297B839
Not Applicable
7210
Suzzen Stroman
FILE
GIS and Facilities Management System - SSP
Contract # 7210
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND SSP INNOVATIONS, LLC.
(CONTRACT 7210)
THIS CONTRACT is made and entered into this date ______________________, by and
between SSP INNOVATIONS, LLC., a COLORADO Limited Liability Company, whose
address is 6766 S. REVERE PARKWAY, SUITE 100, CENTENNIAL, CO 80112, 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
Contract 7210 - GEOGRAPHIC INFORMATION AND FACILITIES MANAGEMENT
SYSTEM - SSP, a copy of which is on file at the office of Purchasing Agent and incorporated
herein for all purposes. The Contract consists of this written agreement and the following items
which are attached hereto and incorporated herein by reference:
(a) Special Terms and Conditions (Exhibit “A”);
(b) City of Denton Standard Terms and Conditions (Exhibit “B”);
(c) Insurance Requirements (Exhibit “C”);
(d) Certificate of Interested Parties Electronic Filing (Exhibit "D");
(e) Contractor’s Proposal (Exhibit "E");
(f) Form CIQ – Conflict of Interest Questionnaire (Exhibit "F");
These documents make up the Contract documents and what is called for by one shall be
as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions
of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence
first to the written agreement then to the contract documents in the order in which they are listed
above. These documents shall be referred to collectively as “Contract Documents.”
Prohibition on Contracts with Companies Boycotting Israel
Supplier acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is
prohibited from entering into a contract with a company for goods or services unless the contract contains
a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel
during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed
to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Supplier
certifies that Supplier’s signature provides written verification to the City that Supplier: (1) does not
boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or
maintain the requirements under this provision will be considered a material breach.
Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign
Terrorist Organization
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Contract # 7210
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: __________________________________
ATTEST: CITY OF DENTON, TEXAS
ROSA RIOS, CITY SECRETARY
BY: __________________________________ BY: _____________________________
TODD HILEMAN
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
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720-229-0227
12/28/2019
rick.frymyer@sspinnovations.com
Dean Perry
Vice President, Sales & Marketing
Melissa Kraft
Technology Services
Chief Technology Officer
Contract # 7210
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 E attached.
2. Contract Terms
The contract term will be five (5) years, effective from date of award or notice to proceed as
determined by the City of Denton Purchasing Department. 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.
The Contract shall commence upon the issuance of a Notice to Proceed or Purchase Order by the
City of Denton and shall automatically expire upon completion of the work or receipt of the
materials, and acceptance by the City of Denton.
3. Price Escalation and De-escalation
The City will implement an escalation/de-escalation price adjustment quarterly. The escalation/de-
escalation will be based upon manufacturer published pricing sheets to the vendor. The price will
be increased or decreased based upon the quarterly percentage change in the manufacturer’s price
list. The price adjustment will be determined quarterly from the award date. Should the change
exceed or decrease a minimum threshold value of +/-1%, then the stated eligible bid prices shall
be adjusted in accordance with the published price change. It is the supplier or the Cities
responsibility to request a price adjustment quarterly in writing. If no request is made, then it will
be assumed that the bid price will be in effect. The supplier must submit or make available the
manufacturers pricing sheet used to calculate the bid proposal, to participate in the
escalation/de-escalation clause.
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Exhibit B
Standard Purchase Terms and Conditions
These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings
and other requirements included in the City of Denton’s contract are applicable to
contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer
and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must
be in writing and signed by a representative of the City’s Procurement Department and the
Supplier. No Terms and Conditions contained in the seller’s proposal response, invoice or
statement shall serve to modify the terms set forth herein. If there is a conflict between the
provisions on the face of the contract/purchase order these written provisions will take precedence.
The Contractor agrees that the contract shall be governed by the following terms and conditions,
unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract,
Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and
sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed
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.
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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,
disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed
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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 the invoice being received
in Accounts Payable, whichever is later.
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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.
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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
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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 thirty (30) 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, prior to the City’s acceptance, shall be free from
defects in design, workmanship or manufacture, and conform in all material respects to the
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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.
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
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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
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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.
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 NEGLIGENCE OR WILLFUL MISCONDUCT
OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR
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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
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.
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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
coverages indicated within the Contract.
xiv. The insurance coverages 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
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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. MUTUAL CONFIDENTIALITY: In order to provide the deliverables to the City, both
parties may require access to certain of the other party’s confidential information (including
inventions, employee information, trade secrets, confidential know-how, confidential business
information, and other information which either party considers confidential) (collectively,
“Confidential Information”). Both parties acknowledge and agree that the Confidential
Information is the valuable property and any unauthorized use, disclosure, dissemination, or other
release of the Confidential Information will substantially injure the City, its licensors, and/or the
Contractor. Both parties (including its employees, subcontractors, agents, or representatives) agree
that they will maintain the Confidential Information in strict confidence and shall not disclose,
disseminate, copy, divulge, or recreate the Confidential Information without the prior written
consent of the disclosing party 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 receiving party promptly notifies the
disclosing party before disclosing such information so as to permit the disclosing party reasonable
time to seek an appropriate protective order. Both parties agree to use protective measures no less
stringent than each uses within their 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,
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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
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.
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42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without
liability if it is determined by the City that gratuities were offered or given by the Contractor or
any agent or representative of the Contractor to any officer or employee of the City of Denton with
a view toward securing the Contract or securing favorable treatment with respect to the awarding
or amending or the making of any determinations with respect to the performing of such contract.
In the event the Contract is canceled by the City pursuant to this provision, the City shall be
entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost
incurred by the Contractor in providing such gratuities.
43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer,
employee, independent consultant, or elected official of the City who is involved in the
development, evaluation, or decision-making process of the performance of any solicitation shall
have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any
willful violation of this section shall constitute impropriety in office, and any officer or employee
guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation
of this provision, with the knowledge, expressed or implied, of the Contractor shall render the
Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of
Interest Questionnaire.
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 (not to be unreasonably
withheld); provided, however, Contractor may assign this Agreement in its entirety (including all
Order Forms), without the City’s consent to its Affiliate or in connection with a merger,
acquisition, corporate reorganization, or sale of all or substantially all of its assets with sixty (60)
day written notice prior to same. 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,
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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.
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
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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.
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,
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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
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
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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
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
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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
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Exhibit C
INSURANCE REQUIREMENTS AND
WORKERS’ COMPENSATION REQUIREMENTS
Upon contract execution, all insurance requirements shall become contractual obligations, which
the successful contractor shall have a duty to maintain throughout the course of this contract.
STANDARD PROVISIONS:
Without limiting any of the other obligations or liabilities of the Contractor, the Contractor
shall provide and maintain until the contracted work has been completed and accepted by
the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter.
Contractor shall file with the Purchasing Department satisfactory certificates of insurance
including any applicable addendum or endorsements, containing the contract number and
title of the project. Contractor may, upon written request to the Purchasing Department,
ask for clarification of any insurance requirements at 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.
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• Cancellation: City requires 30 day written notice should any of the policies
described on the certificate be cancelled or materially changed before the
expiration date.
• Should any of the required insurance be provided under a claims made form, Contractor
shall maintain such coverage continuously throughout the term of this contract and,
without lapse, for a period of three years beyond the contract expiration, such that
occurrences arising during the contract term which give rise to claims made after
expiration of the contract shall be covered.
• Should any of the required insurance be provided under a form of coverage that includes
a general annual aggregate limit providing for claims investigation or legal defense costs
to be included in the general annual aggregate limit, the Contractor shall either double the
occurrence limits or obtain Owners and Contractors Protective Liability Insurance.
• Should any required insurance lapse during the contract term, requests for payments
originating after such lapse shall not be processed until the City receives satisfactory
evidence of reinstated coverage as required by this contract, effective as of the lapse date.
If insurance is not reinstated, City may, at its sole option, terminate this agreement
effective on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall
additionally comply with the following marked specifications, and shall be maintained in
compliance with these additional specifications throughout the duration of the Contract,
or longer, if so noted:
[X] A. General Liability Insurance:
General Liability insurance with combined single limits of not less than $1,000,000.00
shall be provided and maintained by the Contractor. The policy shall be written on an
occurrence basis either in a single policy or in a combination of underlying and
umbrella or excess policies.
If the Commercial General Liability form (ISO Form CG 0001 current edition) is used:
• Coverage A shall include premises, operations, products, and completed
operations, independent contractors, contractual liability covering this
contract and broad form property damage coverage.
• Coverage B shall include personal injury.
• Coverage C, medical payments, is not required.
If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition
and ISO Form GL 0404) is used, it shall include at least:
• 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.
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• Broad form contractual liability (preferably by endorsement) covering this
contract, personal injury liability and broad form property damage liability.
[ ] Automobile Liability Insurance:
Contractor shall provide Commercial Automobile Liability insurance with Combined Single
Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic
and umbrella or excess policies. The policy will include bodily injury and property damage
liability arising out of the operation, maintenance and use of all automobiles and mobile
equipment used in conjunction with this contract.
Satisfaction of the above requirement shall be in the form of a policy endorsement for:
• any auto, or
• all ownedhired 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.
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[ ] 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.
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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
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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
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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.
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Exhibit D
Certificate of Interested Parties Electronic Filing
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the
Government Code. The law states that the City may not enter into this contract unless the
Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the
Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring
the business entity to file Form 1295 electronically with the Commission.
Contractor will be required to furnish a Certificate of Interest Parties before the contract is
awarded, in accordance with Government Code 2252.908.
The contractor shall:
1. Log onto the State Ethics Commission Website at :
https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm
2. Register utilizing the tutorial provided by the State
3. Print a copy of the completed Form 1295
4. Enter the Certificate Number on page 2 of this contract.
5. Complete and sign the Form 1295
6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line.
(EX: Contract 1234 – Form 1295)
The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after
Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics
Commission’s website within seven business days.
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Ballpark Estimate
Miscellaneous Requirements
Version 1.7
Prepared For:
July 19, 2019
Work to be performed by
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Exhibit E
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Table of Contents
1 Overview ............................................................................................................................................... 3
2 Ballpark Estimates by Requirement ...................................................................................................... 4
2.1 Implementation of Graphic Work Design & Work Order Management System Integration ....... 4
2.1.1 Anticipated Task List ............................................................................................................. 4
2.2 Improvement of Public Facing Outage Map ................................................................................. 4
2.2.1 Anticipated Task List ............................................................................................................. 5
2.3 Enhance ArcGIS Online Public Streetlight Reporting Application ................................................. 5
2.3.1 Anticipated Task List ............................................................................................................. 5
2.4 Implementation of GIS Management Dashboard ......................................................................... 6
2.4.1 Anticipated Task List ............................................................................................................. 6
2.5 Implementation of New DME Web-Based GIS Solution ............................................................... 7
2.5.1 Anticipated Task List ............................................................................................................. 7
2.6 Web Electric Tracing capability. .................................................................................................... 7
2.6.1 Anticipated Task List ............................................................................................................. 8
2.7 Web search function ..................................................................................................................... 8
2.7.1 Anticipated Task List ............................................................................................................. 8
2.8 Develop AVL integration to Responder ........................................................................................ 8
2.8.1 Anticipated Task List ............................................................................................................. 8
2.9 GIS Health Check-up ..................................................................................................................... 9
2.9.1 Anticipated Task List ............................................................................................................. 9
2.10 GIS-Related Project for Distribution Automation ....................................................................... 10
2.10.1 Anticipated Task List ........................................................................................................... 10
2.11 GIS-Related Project for Unmanned Aerial Vehicle Systems ....................................................... 10
2.11.1 Anticipated Task List ........................................................................................................... 10
2.12 GIS Support and Additional Projects ........................................................................................... 11
2.12.1 Anticipated Task List ........................................................................................................... 11
2.13 Utility Network Implementation ................................................................................................. 12
2.13.1 Anticipated Task List ........................................................................................................... 12
2.14 SSP Maintenance ........................................................................................................................ 13
2.14.1 Anticipated Task List ........................................................................................................... 13
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1 Overview
Denton Municipal Electric (“DME”) has provided an extensive list of various requirements to SSP
Innovations (“SSP”) around enhancing and/or improving the functionality of and around its GIS. In
response to the list, this document provides rough order of magnitude cost estimates, and line-item task
detail where possible, as to the work likely required to resolve each requirement.
All depictions of levels of effort, durations and/or costs within this document shall be considered non-
binding ballpark estimates for rough budgeting purposes only. SSP does not guarantee the success of
any of the below solutions at the stated price.
In order to obtain a committed SOW with subtask-level detail, schedule and fixed costs, a scoping
conversation would be required between the two entities for the corresponding requirement.
Prices included are using SSP rates and projected costs for projects signed in calendar year 2018. These
rates are subject to change.
*A portion of the services described herein requires SSP’s access to DME’s Schneider Electric ArcFM
Suite licensing. Per updated SSP internal technology policy, in order for SSP to utilize DME’s Schneider
Electric licensing for development and/or testing purposes, SSP will require DME to accommodate one
of two activities for SSP’s proper access:
1. If permitted within its software license agreements and preferable to DME, DME will provide
SSP the required Schneider Electric software installers via FTP or Sharefile for SSP’s use on
development machines. DME provides access to its network via VPN along with the IP address
and machine name of its license server. SSP will reference the license server for the term of
testing any code / processes only. The network access will support allowing SSP machines onto
the DME network to reference the server.
2. Alternatively, DME will provide a desktop or server that SSP is provided login rights to, on DME’s
network. SSP will deploy our software development tools to this machine and use it to develop
and test all new functionality. SSP will remote desktop to this environment to perform this work.
This machine can be either physical or virtual. If virtual is preferred, SSP can provide the
machine to DME. SSP’s TFS source control can and will still be used for code control.
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2 Ballpark Estimates by Requirement
2.1 Implementation of Graphic Work Design & Work Order Management
System Integration
SSP has worked with DME to document DME’s workflow processes and potential system interfaces
surrounding work order management and design. DME will utilize this project as an input into the
decision-making process around a future purchase and installation of both a capital work order
management system as well as a graphic work design tool.
Depending on the systems DME chooses for installation, SSP will handle the installation, configuration,
and any customization of the applications to meet DME’s requirements. A financial ballpark previously
provided to DME has been included in this document as a placeholder for this work. A revised and
detailed task order and project plan will be created and agreed upon with DME before any work
commences.
Cost Estimate: $600,000.00
2.1.1 Anticipated Task List
Not available at this time – scoping calls required.
2.2 Improvement of Public Facing Outage Map
This implementation will utilize the ArcGIS Online components that were installed via the previously
scoped project Installation of ArcGIS Online Public Streetlight Reporting Application (SSP SOW #16-2-11)
to provide secure access to GIS data via the internet. This will allow for the Responder data to be viewed
via the public facing DME website.
DME has already experimented with creating an outage map, but the current map shows the individual
responder incident locations (exact location of outage), which is not a recommended pattern.
SSP recommends usage of our standard approach for public facing responder outage maps. This
approach utilizes an aggregation of the Responder incident data to various polygons covering the service
territory. This data is then made available to a web map template provided by Esri specifically for public
facing outages. This template will be installed and configured alongside the SSP NBS application for
Responder aggregation.
Cost Estimate: $16,800.00
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2.2.1 Anticipated Task List
2.3 Enhance ArcGIS Online Public Streetlight Reporting Application
DME has asked for some changes to be made to the existing Public Streetlight Reporting Application.
The requirements for these application changes are unknown at this time so a simple placeholder for 7
days of work has been included in this document, to provide a general ballpark.
Cost Estimate: $11,760.00
This item will need to be estimated once requirements are known.
2.3.1 Anticipated Task List
Not available at this time – scoping call required.
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2.4 Implementation of GIS Management Dashboard
DME would like to build a GIS dashboard that includes both statistical information extracted from GIS
(e.g., miles of line for distribution primary overhead and underground, etc.), as well as general mapping
tools for managing day-to-day operations. SSP is currently working on a similar project at another utility
and has used this project to ballpark this effort at DME.
SSP would propose to create a standard ASP.Net website that is driven by two major functional tabs.
The first (default) tab will contain the statistical key performance indicators (KPIs) that are extracted
from the underlying data. Presentation of this data may include charts and graphs as needed. The
second major tab will include an embedded web view of a configured Esri Operations Dashboard which
will provide a mapping-based approach to locating specific assets, events, or work. Operations
dashboard provides additional functionality for adding graphs and charts tied directly to the data on the
map.
The combination of the statistical and map-based dashboard will provide DME with maximum flexibility
for providing information to managers throughout the utility.
Cost Estimate: $103,185.00
2.4.1 Anticipated Task List
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2.5 Implementation of New DME Web-Based GIS Solution
This implementation will utilize the ArcGIS Online components that were installed via the previously
scoped project Installation of ArcGIS Online Public Streetlight Reporting Application (SSP SOW #16-2-11).
DME desires to move off of the legacy ArcFM Silverlight Viewer that is in use today to a newer HTML5 /
JavaScript API viewer. Based on conversations with DME, SSP is recommending moving to an ArcGIS
Online-based map viewer. This will provide DME with an industry-standard viewer without any
customization required. The one key item that is not readily available in ArcGIS Online is ArcFM tracing,
however DME has indicated that this functionality is not heavily used, and is therefore not imperative.
As part of this effort, SSP will also work with DME to replace their current ArcGIS Engine Inspector usage
with an ArcGIS Online Collector installation. This will include configuring collection templates for field
users to capture inspections including attribute data, GPS location, and optionally pictures. This data will
then be available in the back office.
SSP has also included some (TBD) NBS automation to utilize the inspection data to drive notifications or
other related reporting. SSP has included a ballpark for this work.
Cost Estimate: $26,145.00
2.5.1 Anticipated Task List
2.6 Web Electric Tracing capability.
DME would like to explore the possibility of including electric tracing capability in the new Web based
GIS application.
The requirements for these systems are unknown at this time so a simple placeholder for 7 days of work
has been included in this document, to provide a general ballpark.
DocuSign Envelope ID: 3D8CEF5D-766F-440E-B8E8-B1FE2297B839
DME – Ballpark Estimate: Miscellaneous Requirements_2019 7/19/2019
Proprietary and Confidential Page 8
Cost Estimate: $11,760.00
This item will need to be estimated once requirements are known.
2.6.1 Anticipated Task List
Not available at this time – scoping call required.
2.7 Web search function
DME has requested assistance with a future GIS-related project for improving the searching capabilities
in the new Web Based GIS Solution.
The requirements for these systems are unknown at this time so a simple placeholder for 5 days of work
has been included in this document, to provide a general ballpark.
Cost Estimate: $8,400.00
This item will need to be estimated once requirements are known.
2.7.1 Anticipated Task List
Not available at this time – scoping call required.
2.8 Develop AVL integration to Responder
DME has requested assistance with a future GIS-related project for the integration of their AVL system
to Responder OMS.
The requirements for this integration are unknown at this time so a simple placeholder for 22 days of
work has been included in this document, to provide a general ballpark.
Cost Estimate: $36,000.00
This item will need to be estimated once requirements are known.
2.8.1 Anticipated Task List
Not available at this time – scoping call required.
DocuSign Envelope ID: 3D8CEF5D-766F-440E-B8E8-B1FE2297B839
DME – Ballpark Estimate: Miscellaneous Requirements_2019 7/19/2019
Proprietary and Confidential Page 9
2.9 GIS Health Check-up
DME has requested a health check-up for all GIS systems that DME uses. This will cover an entire review
of all core GIS, GIS customizations, and integrations in place.
SSP will send both an enterprise architect and a senior consultant onsite to work with DME to review
usage of the various systems. The architect will focus on usage of the database and hardware sizing,
while the senior consultant will review the software, customization, and integration usage. The senior
consultant will include a review all custom code to ensure it is operating correctly and efficiently.
The senior consultant and the architect will work together to create a recommendations guide covering
all aspects of the GIS implementation. This document will be presented to DME, updated and finalized. It
should be noted that this effort does not include the implementation of any recommendations. SSP has
included a ballpark for this effort which may be revised closer to the project.
Cost Estimate: $32,240.00
2.9.1 Anticipated Task List
DocuSign Envelope ID: 3D8CEF5D-766F-440E-B8E8-B1FE2297B839
DME – Ballpark Estimate: Miscellaneous Requirements_2019 7/19/2019
Proprietary and Confidential Page 10
2.10 GIS-Related Project for Distribution Automation
DME has requested assistance with a future GIS-related project for the integration and development
needed for implementation of Distribution Automation systems.
The requirements for these systems are unknown at this time so a simple placeholder for 65 days of
work has been included in this document, to provide a general ballpark.
Cost Estimate: $136,500.00
This item will need to be estimated once requirements are known.
2.10.1 Anticipated Task List
Not available at this time – scoping call required.
2.11 GIS-Related Project for Unmanned Aerial Vehicle Systems
DME has requested assistance with a future GIS-related project for implementation of an Unmanned
Aerial Vehicle system.
The requirements for these systems are unknown at this time so a simple placeholder for 65 days of
work has been included in this document, to provide a general ballpark.
This item will need to be estimated once requirements are known.
Cost Estimate: $136,500.00
2.11.1 Anticipated Task List
Not available at this time – scoping call required.
DocuSign Envelope ID: 3D8CEF5D-766F-440E-B8E8-B1FE2297B839
DME – Ballpark Estimate: Miscellaneous Requirements_2019 7/19/2019
Proprietary and Confidential Page 11
2.12 GIS Support and Additional Projects
DME desires a contractual mechanism to request ad hoc services for small jobs and/or issue/bug
resolution from a qualified GIS consultant over the course of this PSA.
This will be a time & materials (T&M) rate for custom support on all GIS, OMS, and related custom
components owned by DME. This includes all existing asset management auto-updaters, inspector auto-
updaters and Responder custom pieces & integrations. This also includes any other GIS related projects
or integrations that are identified including further customizations for any GIS products or integrations
to other systems at DME. This could also include development of any applications needed for the DME
GIS group.
In order to project a not-to-exceed cost for this task order, SSP has provided an estimate of 12% of a full
time consultant to help with these miscellaneous activities over the course of a three-year time period.
This work will be invoiced every thirty days ONLY for the work completed in the previous thirty days. SSP
tracks T&M work down to the quarter-hour and provides timesheet log-level detail for all time worked
under a T&M agreement. Any approved expenses would be reimbursed by DME.
The not-to-exceed cost and level of effort for this estimate can be increased or decreased by DME prior
contracting for the work, based on DME’s needs. SSP will work at the direction of DME until the allotted
funds are exhausted, at which time a change order will be required to allocate additional funds. SSP has
included a value that represents the remaining dollar balance from the original two million dollar PSA
budget after all the other projects have been accounted for with ballpark project estimates.
Cost Estimate: Not-to-Exceed $193,460.00
Hourly Rate: $210.00
*In the event SSP must travel to DME to provide support services, all pre-approved travel expenses will
be reimbursed by DME at cost.
2.12.1 Anticipated Task List
As-needed support and services for duration of PSA.
DocuSign Envelope ID: 3D8CEF5D-766F-440E-B8E8-B1FE2297B839
DME – Ballpark Estimate: Miscellaneous Requirements_2019 7/19/2019
Proprietary and Confidential Page 12
2.13 Utility Network Implementation
DME has requested the implementation of Esri Utility Network Extension for ArcGIS Enterprise. This will
include the setup and data migration for all GIS Electric data that DME uses. This includes UN data
model configuration, ArcGIS Pro configuration, Implementation of SSP Sync and Productivity, and the
Sync and Productivity software licenses, assuming 10 edit users. The cost estimate includes all
components in 2.9.1.x below.
This item will need to be estimated once requirements are known. Project duration is estimated at 222
days.
Cost Estimate: $391,000.00
2.13.1 Anticipated Task List
Not available at this time – scoping calls required.
2.13.1.1 SSP Sync Software
The Sync software is a perpetual license. The pricing included is for initial license fee as a site license
with 20% maintenance optional in year 2.
Cost Estimate: Not-to-Exceed $10,000.00
2.13.1.2 SSP Sync Implementation Services
The services to implement Sync are included as a line item in the full UN migration from GN.
Cost Estimate: Not-to-Exceed $130,000.00
2.13.1.3 SSP Productivity Software
Based on 10 concurrent users. This is annual license fee that includes support and maintenance.
Cost Estimate: $6,000.00/year
2.13.1.4 SSP Productivity Implementation Services
This is to configure the tools for tracing, editing and session workflow posting.
Cost Estimate: $10,000.00
2.13.1.5 ArcGIS Pro Configuration
Based on understanding for configurations with the UN extension and work for Productivity.
Cost Estimate: $3,000.00
DocuSign Envelope ID: 3D8CEF5D-766F-440E-B8E8-B1FE2297B839
DME – Ballpark Estimate: Miscellaneous Requirements_2019 7/19/2019
Proprietary and Confidential Page 13
2.14 SSP Maintenance
This is a project ware implementation for the SSP Maintenance application framework and modules for
managing geodatabase administration. The batch framework will streamline the administrative
processes for sustaining optimal geodatabase performance. DME will need to refine the modules in
order to define the full extent of this effort. Cost estimate assumes all modules.
Cost Estimate: $15,000.00
2.14.1 Anticipated Task List
Not available at this time – scoping call required.
2.15 SSP Lifecycle/JD Edwards Integration Services
DME has requested assistance with a future GIS-related project for the development and integration of
SSP Lifecycle to their JD Edwards accounting system.
Cost Estimate: $100,000.00
2.15.1 Anticipated Task List
Not available at this time – scoping call required This item will need to be estimated once requirements
are known.
DocuSign Envelope ID: 3D8CEF5D-766F-440E-B8E8-B1FE2297B839
6766 S. Revere Parkway , Suite C-100
Centennial, CO 80112
Phone: 720-279-9894
Invoice Number:18500-42
Date:31-Aug-19
To:City of Denton
Accounts Payable
901B Texas Street
Denton, TX 76209
Make check payable to SSP Innovations, LLC
Remit to: SSP Innovations, LLC
6766 S. Revere Parkway
Suite C-100
Centennial, CO 80112
For ACH Payment Use: Account # 4000808630
Routing # 111916326
Terms:Net 30 days
Description:
Support Regular Defects
Per Statement of Work 19-04-21
Invoice covers Aug 2019 (7/28/2019 - 8/31/2019)
Consulting Services:
Hours Rate Total
Brice Childers 23.50 210.00$ 4,935.00$
Colton Frazier 17.00 210.00$ 3,570.00$
Corey Tokunaga 46.75 210.00$ 9,817.50$
Greg Garner 7.00 210.00$ 1,470.00$
Justin Rowsell 11.25 210.00$ 2,362.50$
105.50 22,155.00$
Expenses:
N/A -$
-$
Invoice Total 22,155.00$
For questions, please contact SSP Finance at finance@sspinnovations.com or 720-279-9894
Invoice
Page 1 of 4
DocuSign Envelope ID: 3D8CEF5D-766F-440E-B8E8-B1FE2297B839
SSP Timetracking Project Log
Client: City of Denton
Project: Denton_Support Support Regular Defects
Name Date Activity (Subproject)Hours Description
Brice Childers
8/1/2019 Support Regular Defects 4 Meeting, Looking into webmap issue more,
reviewing previous documentation
8/5/2019 Support Regular Defects 2
Looking into issues with Light feature service,
creating new service to add to test web map
8/8/2019 Support Regular Defects 0.5 meeting
8/12/2019 Support Regular Defects 4 Trying to deploy, troubleshooting, streetlight
map
8/15/2019 Support Regular Defects 0.5 meeting
8/16/2019 Support Regular Defects 2 Figuring out issue with streetlight map
8/21/2019 Support Regular Defects 3 Meeting with Kenn about Service Account
issue, looking into sql scripts
8/22/2019 Support Regular Defects 3.5 meeting, looking into streetlight map and
service accounts table
8/23/2019 Support Regular Defects 4 Making Streetlight App, looking into Service
Account scripts
Total Hours:23.5
Colton Frazier
8/20/2019 Support Regular Defects 2 Communication with team on new bugnet
defect and getting set up for remote access to
environment.
8/21/2019 Support Regular Defects 7 Taking a call with the team to work through the
issues in Prod and determine what needs to be
changes for meterping
8/29/2019 Support Regular Defects 6 Working on Bugnet 5291 and working on
changing the code to support the new API calls
and structure for the API calls.
8/30/2019 Support Regular Defects 2 Working on Bugnet 5291 and working on
changing the code to support the new API calls
and structure for the API calls.
Total Hours:17
Corey Tokunaga
8/1/2019 Support Regular Defects 0.5 Meeting with client to discuss open issues.
8/2/2019 Support Regular Defects 3 Looking into issue with some Device_OIDs not
updating with CIS scripts
8/5/2019 Support Regular Defects 6
Looking into issue with some Device_OIDs not
updating with CIS scripts. Testing out different
queries to get Device_OID values. Looking into
whether Facility ID needs to be updated.
Updating stored procs with new query
8/6/2019 Support Regular Defects 6 Running tests with new queries. Looking into
permissions issues with writing to output log
files. Testing permissions changes to get script
to log properly.
8/7/2019 Support Regular Defects 4.25 Looking into permissions issues with output
logs. Testing permissions changes
Page 2 of 4 9/5/2019
DocuSign Envelope ID: 3D8CEF5D-766F-440E-B8E8-B1FE2297B839
Client: City of Denton
Project: Denton_Support Support Regular Defects
Name Date Activity (Subproject)Hours Description
8/8/2019 Support Regular Defects 5 Testing permissions issues by using a
powershell script. Looking into missing service
account records, and updating scripts to
accommodate date created and date modified
fields being null. Testing parts of the scripts to
see why certain parts don't seem to be getting
updated.
8/13/2019 Support Regular Defects 5.5
Looking into issue with RX_Customer view
table having the same records for awhile
despite RX_Customer table updating.
Continuing to look into service account records
not lining up with RX_Customers records
8/14/2019 Support Regular Defects 4.5 Updating PROD scripts with changes made to
TEST for CIS scripts. Looking into record
mismatches between tables.
8/15/2019 Support Regular Defects 8
Making changes to scripts to try and fix issue
with service account and customer records not
lining up. Testing changes to scripts.
8/16/2019 Support Regular Defects 4 Looking into potential issues with formatting of
CSV file and whether this could cause problems
with CIS script.
Total Hours:46.75
Greg Garner
7/29/2019 Support Regular Defects 0.5 PM
8/1/2019 Support Regular Defects 0.5 Weekly status meeting
8/8/2019 Support Regular Defects 1 PM review of issues
1/2 hour weekly status
8/15/2019 Support Regular Defects 1 PM and status meeting
8/19/2019 Support Regular Defects 1 PM - resource replacement for Corey TR,
resource for Responder request from DME
8/20/2019 Support Regular Defects 1 PM - finding replacement for Corey TR and
supplying Responder resource for Denton
support request
8/22/2019 Support Regular Defects 1 PM
8/29/2019 Support Regular Defects 1 PM Denton issues
Weekly status meeting
Total Hours:7
Justin Rowsell
7/29/2019 Support Regular Defects 0.25 Bugnet 5263
8/1/2019 Support Regular Defects 0.25 lc bugnet
8/2/2019 Support Regular Defects 0.25 5263
8/5/2019 Support Regular Defects 1.25 bugnet 5263
8/6/2019 Support Regular Defects 0.25 bugnet 5263
8/7/2019 Support Regular Defects 0.75 bugnet 5263
8/16/2019 Support Regular Defects 3.5 5263
8/19/2019 Support Regular Defects 0.75 bugnet 5263
8/22/2019 Support Regular Defects 0.5 status meeting
Page 3 of 4 9/5/2019
DocuSign Envelope ID: 3D8CEF5D-766F-440E-B8E8-B1FE2297B839
Client: City of Denton
Project: Denton_Support Support Regular Defects
Name Date Activity (Subproject)Hours Description
8/28/2019 Support Regular Defects 3 talking trilliant with colton and 5263
8/29/2019 Support Regular Defects 0.5 5263 and status
Total Hours:11.25
Page 4 of 4 9/5/2019
DocuSign Envelope ID: 3D8CEF5D-766F-440E-B8E8-B1FE2297B839
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: 3D8CEF5D-766F-440E-B8E8-B1FE2297B839
Exhibit
F
SSP Innovations, LLC
N/A
X
12/28/2019
N/A
X
X
X
Certificate Of Completion
Envelope Id: 3D8CEF5D766F440EB8E8B1FE2297B839 Status: Sent
Subject: Please DocuSign: City Council Contract 7210 - GIS and Facilities Management System - SSP
Source Envelope:
Document Pages: 49 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
12/13/2019 3:17:58 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: 12/17/2019 11:53:52 AM
Viewed: 12/17/2019 11:54:03 AM
Signed: 12/17/2019 11:54:08 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: 12/17/2019 11:54:10 AM
Viewed: 12/17/2019 1:27:15 PM
Signed: 12/17/2019 1:31:26 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Stephanie Neal
Stephanie.Neal@cityofdenton.com
Neal
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 47.190.47.120
Sent: 12/17/2019 1:31:29 PM
Resent: 12/19/2019 10:23:16 AM
Resent: 12/19/2019 3:17:31 PM
Viewed: 12/26/2019 2:55:36 PM
Signed: 12/26/2019 3:09:13 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Dean Perry
rick.frymyer@sspinnovations.com
Vice President, Sales & Marketing
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 173.174.68.81
Sent: 12/26/2019 3:09:16 PM
Resent: 12/27/2019 2:16:52 PM
Viewed: 12/27/2019 2:17:46 PM
Signed: 12/28/2019 1:15:19 PM
Electronic Record and Signature Disclosure:
Accepted: 12/27/2019 7:18:33 AM
ID: 27ebd124-88ba-4e63-aa35-1cc961558868
Signer Events Signature Timestamp
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: 104.190.159.195
Signed using mobile
Sent: 12/28/2019 1:15:23 PM
Viewed: 12/28/2019 1:58:37 PM
Signed: 12/28/2019 1:58:54 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 12/28/2019 1:58:57 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 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: 12/17/2019 11:54:10 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: 12/28/2019 1:58:57 PM
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
Zolaina Parker
Zolaina.Parker@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sandra Allsup
sandra.allsup@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 12/28/2019 1:58:57 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
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Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Dean Perry, Todd Hileman
How to contact City of Denton:
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City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 20-147,Version:1
AGENDA CAPTION
Consider approval of the minutes of January 7, January 14, and January 23, 2020.
City of Denton Printed on 1/24/2020Page 1 of 1
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CITY OF DENTON CITY COUNCIL MINUTES January 7, 2020
After determining that a quorum was present, the City Council of the City of Denton, Texas convened in a Work Session on Tuesday, January 7, 2020, at 12:02 p.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas.
PRESENT: Mayor Chris Watts, Mayor Pro Tem Gerard Hudspeth and Council Members Keely Briggs, Jesse Davis, John Ryan, Deb Armintor, and Paul Meltzer ABSENT: None
Also present were City Manager Todd Hileman and City Attorney Aaron Leal WORK SESSION
1. Citizen Comments on Consent Agenda Items
None.
2. Requests for clarification of agenda items listed on this agenda.
• Consent 4.B (ID 19-2872) - As requested, staff provided clarification as to the guidelines for application approval and budget factors considered. (Watts)
• Consent 4.C (ID 19-2874) - As requested, staff provided clarification as to the guidelines
for application approval and budget factors considered. (Watts) (Armintor)
• Consent 4.D (ID 19-2875) - As requested, staff provided clarification as to the guidelines for application approval and budget factors considered. (Watts)
• Consent 4.E (ID 19-2876) - As requested, staff provided clarification as to the guidelines for application approval and budget factors considered. (Watts)
• Consent 4.B (ID 19-2877) - As requested, staff provided clarification as to the guidelines for application approval and budget factors considered. (Watts)
• Consent 4.D (ID 19-2875) - Pulled for individual consideration. (Watts)
• Consent 4.E (ID 19-2876) - Pulled for individual consideration. (Watts)
• Consent 4.P (ID 20-114) - Pulled for individual consideration. (Leal)
3. Work Session Reports
A. ID 20-109 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.
The item was presented and discussion followed.
City of Denton City Council Minutes January 7, 2020 Page 2 Following discussion, staff was directed to proceed with drafting a resolution in opposition to this type of establishment in the City of Denton and present at a future meeting for consideration.
B. ID 19-2764 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.
The item was presented and discussion followed.
Following discussion, staff was directed to proceed with Option B (Hybrid Staffing and reduce staff support needs/2FTEs), and prepare agreement for presentation at a future meeting.
Mayor Watts temporarily left the meeting at 1:20 p.m. and Mayor Pro Tem Hudspeth presided over the meeting.
C. ID 19-2739 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.
The item was presented and discussion followed.
Following discussion, the City Manager was directed to pursue conversations with the
owners for possible presentation of findings at a future meeting.
The Work Session was recessed for a short break at 2:12 p.m. and reconvened at 2:23 p.m.
D. ID 19-2369 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.
The item was presented and discussion followed.
Following discussion, staff was directed to proceed with voluntary annexation. Mayor Watts returned to the Work Session at 2:55 p.m. and resumed as Presiding Officer.
F. ID 20-001 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 City Council Minutes January 7, 2020 Page 3 The item was presented and discussion followed. Following discussion, results were as follows:
• Item 1 – Ethics Ordinance Revision (Davis)
o Consensus to submit item to Ethics Board then present findings at a future work session.
• Item 2 – Tree Ordinance Revision (Briggs)
o Consensus to discuss at a future work session.
• Item 3 – Tree Survey (Meltzer)
o Consensus to discuss at a future work session.
E. ID 19-2840 Receive a report, hold a discussion, and give staff direction regarding City Hall
West.
The item was presented and discussion followed.
Council Member Briggs left the meeting at 3:34 p.m. Following discussion, staff was directed to proceed with Option 3 (pursue funding at the
estimated all-in cost of $7.5 million to be funded by Certificates of Obligation). CLOSED MEETING 1. The City Council convened into a Closed Meeting at 3:58 p.m. consistent with Chapter 551 of the Texas Government Code, as amended, or as otherwise allowed by law, as follows.
A. ID 19-2891 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.
NOT DELIBERATED; RESCHEDULED FOR JANUARY 14th
City of Denton City Council Minutes January 7, 2020 Page 4
B. ID 20-110 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.
DELIBERATED
C. ID 20-113 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.
DELIBERATED
The Closed Meeting started at 3:58 p.m. and ended at 5:32 p.m. No votes or actions were taken
during the Closed Meeting. REGULAR MEETING
After determining that a quorum was present, the City Council of the City of Denton, Texas convened in a Regular Meeting on Tuesday, January 7, 2020, at 6:32 p.m. in the Council Chambers at City Hall, 215 E. McKinney Street, Denton, Texas.
PRESENT: Mayor Chris Watts, Mayor Pro Tem Gerard Hudspeth and Council Members Jesse Davis, John Ryan, Deb Armintor, and Paul Meltzer
ABSENT: Council Member Keely Briggs
Also present were City Manager Todd Hileman and City Attorney Aaron Leal
City of Denton City Council Minutes January 7, 2020 Page 5
1. PLEDGE OF ALLEGIANCE
A. U.S. Flag B. Texas Flag
2. PROCLAMATIONS/PRESENTATIONS
A. ID 19-2963 Millie Giles - in recognition of her many contributions to the City of Denton - ISSUED
3. PRESENTATION FROM MEMBERS OF THE PUBLIC
A. Review of procedures for addressing the City Council.
B. Receive Scheduled Citizen Reports from Members of the Public.
None.
C. Additional Citizen Reports (Open Microphone)
None.
4. CONSENT AGENDA
The consent agenda consisted of Items 4.A-P. During the Work Session held earlier in the day, Items 4.D (ID 19-2875) and 4.E (ID 19-2876) were pulled for individual consideration by Mayor Watts. Item 4.P (20-114) was pulled for individual consideration by City Attorney Leal.
Council Member Ryan moved to adopt the Consent Agenda, now consisting of items 4.A-C and 4.F-O. Motion seconded by Council Member Davis. Motion carried. AYES (6): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Davis, Ryan, Armintor, and Meltzer
NAYS (0): None
ABSENT (1): Council Member Briggs
A. ID 19-2871 Consider approval of the minutes of December 10, 2019.
City of Denton City Council Minutes January 7, 2020 Page 6
B. ID 19-2872 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).
ASSIGNED ORDINANCE NO. 19-2872
C. ID 19-2874 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).
ASSIGNED ORDINANCE NO. 19-2874
F. ID 19-2877 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).
ASSIGNED ORDINANCE NO. 19-2877
G. ID 19-2968 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).
ASSIGNED ORDINANCE NO. 19-2968
H. ID 19-2969 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).
ASSIGNED ORDINANCE NO. 19-2969
I. ID 19-2986 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).
ASSIGNED ORDINANCE NO. 19-2986
City of Denton City Council Minutes January 7, 2020 Page 7
J. ID 19-2987 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).
ASSIGNED ORDINANCE NO. 19-2987
K. ID 19-2989 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).
ASSIGNED ORDINANCE NO. 19-2989
L. ID 19-2990 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).
ASSIGNED ORDINANCE NO. 19-2990
M. ID 20-017 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).
ASSIGNED ORDINANCE NO. 20-017
N. ID 20-022 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).
ASSIGNED ORDINANCE NO. 20-022
City of Denton City Council Minutes January 7, 2020 Page 8
O. ID 20-027 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).
ASSIGNED ORDINANCE NO. 20-027
ITEMS PULLED FOR INDIVIDUAL CONSIDERATION
D. ID 19-2875 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).
Pulled for individual consideration by Mayor Watts. The item was not presented but discussion followed.
Mayor Watts moved to increase the grant amount to $25,000. Motion seconded by Council Member Ryan. Motion failed as the result of a tie vote. AYES (3): Mayor Watts, and Council Members Davis and Ryan
NAYS (3): Mayor Pro Tem Hudspeth and Council Members Armintor and Meltzer
ABSENT (1): Council Member Briggs Mayor Watts announced the item would return for City Council consideration pursuant to City Council Rules of Procedure, Chapter 2, Article II, Section 2-29(g)(5)(a), which states,
“Tie-Vote: Matters voted on by the city council which end in a tie-vote shall automatically
be placed on each subsequent council meeting agenda until a full council is present.”
E. ID 19-2876 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).
Pulled for individual consideration by Mayor Watts.
The item was not presented but discussion followed.
Mayor Watts moved to increase the grant amount to $25,000. Motion seconded by Council Member Ryan. Motion failed as the result of a tie vote.
City of Denton City Council Minutes January 7, 2020 Page 9 AYES (3): Mayor Watts, and Council Members Davis and Ryan NAYS (3): Mayor Pro Tem Hudspeth and Council Members Armintor and Meltzer ABSENT (1): Council Member Briggs
Mayor Watts announced the item would return for City Council consideration pursuant to
City Council Rules of Procedure, Chapter 2, Article II, Section 2-29(g)(5)(a), which states, “Tie-Vote: Matters voted on by the city council which end in a tie-vote shall automatically be placed on each subsequent council meeting agenda until a full council is present.”
P. ID 20-114 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.
Pulled for individual consideration by City Attorney Leal. ASSIGNED ORDINANCE NO. 20-114 The item was not presented or discussed; however, City Attorney Leal informed the City Council an amended ordinance had been distributed around the dais reflecting changes
resulting from discussions held during the Closed Meeting Item 1.C (ID 20-113).
Mayor Pro Tem Hudspeth moved to approve the amended ordinance as presented. Motion seconded by Council Member Ryan. Motion carried.
AYES (6): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Davis, Ryan, Armintor, and Meltzer NAYS (0): None ABSENT (1): Council Member Briggs
5. ITEMS FOR INDIVIDUAL CONSIDERATION
A. ID 19-2456 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.
ASSIGNED RESOLUTION NO. 19-2456 An updated presentation was handed out to City Council. The item was presented and discussion followed.
City Attorney Leal responded to Mayor Watt's inquiry on when a super majority vote would
be required in making an amendment to the ordinance but not the policy.
City of Denton City Council Minutes January 7, 2020 Page 10 Mayor Pro Tem Hudspeth moved to adopt the item under Option A (leave naming policy as proposed) but amend the ordinance to include a sentence that, “any amendments to the policy shall require a simple majority vote”. Motion seconded by Council Member Meltzer. Motion carried.
AYES (4): Mayor Pro Tem Hudspeth and Council Members Davis, Ryan, and Meltzer NAYS (2): Mayor Watts and Council Member Armintor ABSENT (1): Council Member Briggs
B. ID 20-019 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.
The item was presented and discussion followed.
Mayor Pro Tem Hudspeth moved to adopt the item under Option A (leave sponsorship/donation policy as presented), with noted change to the term that “City Council” must provide the term or is set in perpetuity, staff recommendations as to sign size, forthcoming requirement, having administration buildings be clarified, and specifying minor structure to incorporate reference to Section A. Council Member Ryan seconded the motion.
Motion failed.
AYES (2): Mayor Pro Tem Hudspeth and Council Member Ryan NAYS (4): Mayor Watts and Council Members Davis, Armintor, and Meltzer ABSENT (1): Council Member Briggs
Council Member Meltzer moved to adopt the item under Option B (remove any reference to “naming” or “naming rights” in the policy and replace with “sponsorship opportunities” for City facilities, amenities, or features) and amend so that term is set by Mayor and City
Council, sign size is adopted as suggested by staff and forthcoming requirement is adopted
per staff recommendations, sign building prohibition language is strengthened and not for
primary structures reference. There was no second provided although discussion continued. Mayor Watts moved to postpone the item to allow substantive changes to be clearly outlined and incorporated into the proposed ordinance as presented during discussion. Motion
seconded by Council Member Davis. Mayor Watts amended his motion to postpone the item until January 28, 2020. Council Member Davis accepted the amendment. Motion carried. AYES (5): Mayor Watts and Council Members Davis, Ryan, Armintor and Meltzer
NAYS (1): Mayor Pro Tem Hudspeth
ABSENT (1): Council Member Briggs
The meeting was recessed for a short break at 7:46 p.m. and reconvened at 7:53 p.m.
City of Denton City Council Minutes January 7, 2020 Page 11
C. ID 19-2917 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.
ASSIGNED ORDINANCE NO. 19-2917
The item was presented and discussion followed. Council Member Meltzer moved to approve the item as presented. Motion seconded by Council Member Davis. Motion carried.
AYES (6): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Davis, Ryan, Armintor, and Meltzer NAYS (0): None ABSENT (1): Council Member Briggs
D. ID 19-2970 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).
ASSIGNED ORDINANCE NO. 19-2970
Items 5.D (ID 19-2970) and 5.E (ID 19-2980) were collectively read into the record and
presented, with each item voted on individually. Council Member Ryan moved to approve the item as presented. Motion seconded by Council Member Davis. Motion carried.
AYES (6): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Davis, Ryan, Armintor, and Meltzer NAYS (0): None
ABSENT (1): Council Member Briggs
E. ID 19-2980 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).
ASSIGNED ORDINANCE NO. 19-2980
City of Denton City Council Minutes January 7, 2020 Page 12 Items 5.D (ID 19-2970) and 5.E (ID 19-2980) were collectively read into the record and presented, with each item voted on individually. Mayor Pro Tem Hudspeth moved to approve the item as presented. Motion seconded by
Council Member Ryan. Motion carried.
AYES (6): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Davis, Ryan, Armintor, and Meltzer NAYS (0): None ABSENT (1): Council Member Briggs
F. ID 19-2618 Consider nominations/appointments to the City’s Boards, Commissions, and
Committees: Health & Building Standards Commission.
There was no presentation and no discussion on the item. Mayor Pro Tem Hudspeth moved to appoint the following as noted.
Motion seconded by Council Member Davis. Motion carried.
AYES (6): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Davis, Ryan,
Armintor, and Meltzer NAYS (0): None ABSENT (1): Council Member Briggs
6. PUBLIC HEARINGS
A. S19-0012c 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)
The item was not considered as it was postponed to the February 4th meeting at the applicant's request.
BOARD/COMMITTEE/COMMISSION COUNCIL
PLACE
NOMINATING
CCM
MEMBER
FIRST NAME
MEMBER
LAST NAME PRESENT TERM NEW TERM
Health & Building Standards Commission 1 Hudspeth Michael Sweigart HOLDOVER
2019-2021
September 1, 2019
through
August 31, 2021
City of Denton City Council Minutes January 7, 2020 Page 13
B. DCA19-0023a 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)
ASSIGNED ORDINANCE NO. DCA19-0023a
The item was presented and discussion followed.
With the public hearing opened, the following spoke on the item:
• Pam Ruehle, 3490 Teasley Lane - in favor of the item
With no other speakers coming forward, the public hearing was closed. Council Member Armintor moved to approve the item as presented. Motion seconded by
Council Member Ryan. Motion carried.
AYES (6): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Davis, Ryan, Armintor, and Meltzer NAYS (0): None ABSENT (1): Council Member Briggs
7. CONCLUDING ITEMS
Council Members expressed items of interest.
With no further business, the meeting was adjourned at 8:28 p.m.
MINUTES APPROVED ON: _____________________________________________
CHRIS WATTS
MAYOR CITY OF DENTON, TEXAS
ROSA RIOS
CITY SECRETARY CITY OF DENTON, TEXAS
CITY OF DENTON CITY COUNCIL MINUTES January 14, 2020
After determining that a quorum was present, the City Council of the City of Denton, Texas convened in a Work Session on Tuesday, January 14, 2020, at 1:01 p.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas.
PRESENT: Mayor Chris Watts, Mayor Pro Tem Gerard Hudspeth and Council Members Keely Briggs, Jesse Davis, John Ryan, Deb Armintor, and Paul Meltzer ABSENT: None
Also present were City Manager Todd Hileman and City Attorney Aaron Leal WORK SESSION
1. Citizen Comments on Consent Agenda Items
None.
2. Requests for clarification of agenda items listed on this agenda.
• Consent Item 1.D (20-062) - Pulled for individual consideration. (Davis, Meltzer)
• Consent Item 1.H (20-157) - Pulled for individual consideration. (Meltzer) Council Member Armintor arrived at 1:03 p.m.
3. Work Session Reports
A. ID 19-2883 Receive a report, hold a discussion, and give staff direction regarding the 2020 Denton Mobility Plan Update, with a focus on the downtown area of the city.
The item was presented and discussion followed.
Following discussion, staff was directed to proceed as proposed on the draft Thoroughfare Plan, Bicycle Plan, and Pedestrian Plans, with additional components of each draft plan to be presented at upcoming work sessions.
Other Work Session items were held to follow the closed meeting. CLOSED MEETING 1. The City Council convened into a Closed Meeting at 2:38 p.m. consistent with Chapter 551 of
the Texas Government Code, as amended, or as otherwise allowed by law, as follows. Discussion on Item 1.B (ID 20-178) was held later in the day.
City of Denton City Council Minutes January 14, 2020 Page 2
A. ID 20-139 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.
DELIBERATED
The Closed Meeting started at 2:44 p.m. and ended at 3:21 p.m. No votes or actions were taken during the Closed Meeting. WORK SESSION - CONTINUED
The Work Session was reconvened at 3:24 p.m.
B. ID 19-2914 Receive a report, hold a discussion, and give staff direction on polling locations for the May 2, 2020 General and Special Elections, and any runoff election if applicable.
Council Member Meltzer had a conflict of interest on the item and left the Work Session Room. The item was presented and discussion followed.
Following discussion, staff was directed to continue with proposed locations that would keep continuity with those used in previous years, with both the Civic Center and Texas Woman’s University being used for early voting.
C. ID 19-2843 Receive a report, hold a discussion, and give staff direction regarding the results of 2019 gas well inspection activities and annual summary report by Modern Geosciences.
The item was presented and discussion followed.
Council Member Davis arrived at 3:45 p.m. The Work Session was recessed for a short break at 4:58 p.m. and reconvened at 5:04 p.m.
Following discussion, there was no direction provided as the item was only for discussion
purposes.
City of Denton City Council Minutes January 14, 2020 Page 3 CLOSED MEETING – CONTINUED 1. The City Council convened into a Closed Meeting at 5:04 p.m. consistent with Chapter 551 of the Texas Government Code, as amended, or as otherwise allowed by law, as follows.
B. ID 20-178 Consultation with Attorneys - Under Texas Government Code Section 551.701.
"Consult with the City’s attorneys regarding legal issues and strategies regarding the
application for an Air Quality Standard Permit, Registration 150931, which would authorize the construction of a Permanent Concrete Crusher 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, where a public discussion of the 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 5:05 p.m. and ended at 5:43 p.m. No votes or actions were taken during the Closed Meeting as Consent Agenda Item 3.H (20-157), pulled for individual consideration, was being considered later during the Special Called Meeting.
WORK SESSION - CONTINUED The Work Session was reconvened at 5:47 p.m.
D. ID 19-2723 Receive a report, hold a discussion, and give staff direction regarding an internal audit of the City’s Economic Development Program.
The item was presented and discussion followed.
Following discussion, staff was directed to follow up on recommendations resulting from the audit results to enhance reporting tools already in place.
E. ID 20-173 Receive a report, hold a discussion, and give staff direction regarding the potential inclusion of Whitetail/Wolf Ridge wind farm physical energy deliveries in calculating total renewable resource percentages under the Denton Renewable Resource Plan.
The item was presented and discussion followed.
Following discussion, staff was directed to proceed with Option 3 (Credit all RECs held in
DME account towards 100% renewable goal) and prepare a resolution for adoption at an
upcoming meeting. The Work Session was recessed for a short break at 7:43 p.m. and reconvened at 7:47 p.m.
City of Denton City Council Minutes January 14, 2020 Page 4 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, January 14, 2020, at 7:47 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 City Attorney Aaron Leal
1. CONSENT AGENDA
The consent agenda consisted of Items 1.A-H. During the Work Session held earlier in the day, Item 1.D (ID 20-062) was pulled for individual consideration by Council Members Davis and Meltzer. Item 1.H (ID 20-157) was pulled for individual consideration by Council Member Meltzer.
Council Member Ryan moved to adopt the Consent Agenda, now consisting of items 1.A-C and 1.E-G. Motion seconded by Council Member Davis. Motion carried.
AYES (6): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis,
Ryan, and Meltzer
NAYS (0): None
ABSENT WHEN VOTE TAKEN (1): Council Member Armintor
A. ID 19-2973 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a Professional Services Agreement with Kimley-Horn and Associates, Inc., for hydraulic and alignment study and analysis, design engineering report, final design, bid phase support, and construction
administration services for the Northwest Booster Pump Station and Water Transmission
Main as set forth in the contract; providing for the expenditure of funds therefor; and
providing an effective date (RFQ 6590-081 - Professional Services Agreement for design services awarded to Kimley-Horn and Associates, Inc., in the not-to-exceed amount of $1,398,600).
ASSIGNED ORDINANCE NO. 19-2973
City of Denton City Council Minutes January 14, 2020 Page 5
B. ID 20-040 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a Professional Services
Agreement with Kimley-Horn and Associates, Inc., for utility conflict analysis, surveying, easement acquisition, design, bidding and construction administration services in support of the State reimbursable relocation of water and wastewater utilities within the Interstate Highway 35E Right-of-Way; providing for the expenditure of funds therefor; and providing
an effective date (RFQ 6590-084 Professional Services Agreement awarded to Kimley-Horn
and Associates, Inc., in the not-to-exceed amount of $922,800).
ASSIGNED ORDINANCE NO. 20-040
C. ID 20-042 Consider adoption of an ordinance of the City of Denton, a Texas home-rule
municipal corporation, authorizing the City Manager to execute a Professional Services
Agreement with O’Brien Engineering, Inc. for engineering services relating to the erosion
issues along Cooper Creek, in a section behind Burning Tree Lane; providing for the expenditure of funds therefor; and providing an effective date (RFQ 6590-066 - Professional Services Agreement for engineering services awarded to O’Brien Engineering, Inc., in the not-to-exceed amount of $64,446).
ASSIGNED ORDINANCE NO. 20-042
E. ID 20-121 Consider approval of the minutes of December 17, 2019.
F. ID 20-129 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, approving proposals from Media Rushworks, LLC dba RUSHWORKS, and authorizing the expenditure of funds for audio and video upgrades for the DTV platform including the DTV control room, the Council Chamber, and the Work
Session room; providing for the expenditure of funds therefor; and providing an effective
date (RFP 7234 - awarded to Media Rushworks, LLC dba RUSHWORKS, for a total five (5) year not-to-exceed amount of $129,200).
ASSIGNED ORDINANCE NO. 20-129
G. DCA19-0023b Consider adoption of an ordinance of the City of Denton, Texas, Nunc Pro Tunc, correcting an inadvertent mistake in Ordinance No. DCA19-0023a relating to MD and
SC Zoning Districts; providing a savings clause and an effective date. (DCA19-0023b, Offices in R7, Julie Wyatt)
ASSIGNED ORDINANCE NO. DCA19-0023b
ITEMS PULLED FOR INDIVIDUAL CONSIDERATION
D. ID 20-062 Consider adoption of an ordinance of the City of Denton authorizing the City
Manager, or his designee, to execute an agreement between Denton Independent School District and the City of Denton for participation in the Advanced Technology Complex Practicum of Law, Public Safety, Corrections, and Security Program for the 2019-2020 Academic Year; and providing an effective date.
ASSIGNED ORDINANCE NO. 20-062 Pulled for individual consideration by Council Member Davis and Meltzer.
City of Denton City Council Minutes January 14, 2020 Page 6 Council Member Davis had a conflict of interest on the item and left the Work Session Room. The item was presented and no discussion followed.
Council Member Briggs moved to approve the item as presented. Motion seconded by
Council Member Meltzer. Motion carried.
AYES (6): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Ryan,
Armintor, and Meltzer
NAYS (0): None ABSTAIN (1): Council Member Davis
H. ID 20-157 Consider approval of a resolution of the City of Denton opposing the application
for an Air Quality Standard Permit, Registration 159031, which would authorize the
construction of a Permanent Concrete Crusher by Mutual First, LLC at 5120 East University Drive, Denton, Denton County, Texas, directing said opposition be delivered to the Texas Commission on Environmental Quality (TCEQ), and requesting denial of the application.
ASSIGNED RESOLUTION NO. 20-157
Pulled for individual consideration by Council Member Meltzer. Corresponding Closed Meeting Item 1.B (20-178) was deliberated earlier in the meeting. The item was presented and discussion followed. Council Member Meltzer moved to approve the item as presented. Motion seconded by
Council Member Armintor. Motion carried.
AYES (7): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis,
Ryan, Armintor, and Meltzer
NAYS (0): None
2. ITEMS FOR INDIVIDUAL CONSIDERATION
A. ID 19-2981 Receive a presentation of an ordinance of the City of Denton amending the City
of Denton Code of Ordinances (Code) Section 2-29 (City Council Rules of Procedure)
Subsection (d) (Types of Meetings) adding language to officially adopt long standing practices for scheduling regular meetings of the City Council and for addressing holidays; providing for a severability clause; and providing for an effective date.
The item was held for later in the meeting at staff's request.
City of Denton City Council Minutes January 14, 2020 Page 7
B. ID 20-024 Consider adoption of an ordinance of the City of Denton, Texas amending the Fiscal Year 2019-2020 Budget and Annual Program of Services of the City of Denton to
allow for adjustments to the Parks Gas Well Fund of seventy one thousand dollars ($71,000) for the purpose of funding improvements to the American Legion Hall, allowing adjustments to the capital improvement program of thirty five million three hundred fifty thousand dollars ($35,350,000) for the purpose of funding improvements to the City’s Fleet Services
Building, City Hall West renovations and projects included in the 2019 bond election;
declaring a public purpose; providing a severability clause; an open meetings clause and effective date.
ASSIGNED ORDINANCE NO. 20-024
The item was presented and discussion followed. Council Member Ryan moved to approve the item as presented. Motion seconded by
Council Member Davis. Motion carried.
AYES (7): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis,
Ryan, Armintor, and Meltzer
NAYS (0): None
A. ID 19-2981 Receive a presentation of an ordinance of the City of Denton amending the City of Denton Code of Ordinances (Code) Section 2-29 (City Council Rules of Procedure)
Subsection (d) (Types of Meetings) adding language to officially adopt long standing
practices for scheduling regular meetings of the City Council and for addressing holidays;
providing for a severability clause; and providing for an effective date.
Earlier in the meeting, the item was held for presentation at staff's request.
The item was presented and no discussion followed. There was no staff direction given. Staff to present formal action on January 28th along
with other proposed amendments to the City Council Rules of Procedure.
C. ID 19-2852 Consider adoption of an ordinance of the City of Denton, Texas to declare the intent to reimburse capital program expenditures of the General Government ($33,455,000) and Fleet Services ($2,900,000) with Tax- Preferred Obligations (Certificates of Obligation and General Obligation Bonds) with an aggregate maximum principal amount not to exceed
$36,355,000; and providing an effective date.
ASSIGNED ORDINANCE NO. 19-2852 The item was presented and discussion followed. Council Member Meltzer moved to approve the item as presented. Motion seconded by Council Member Ryan. Motion carried.
City of Denton City Council Minutes January 14, 2020 Page 8 AYES (7): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis,
Ryan, Armintor, and Meltzer
NAYS (0): None
D. ID 20-093 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager, or his designee, to execute a contract through the Buy Board Cooperative Purchasing Network Contract Number 601-19, for the purchase of nine (9) new refuse trucks for the Solid Waste Department; providing for the
expenditure of funds therefor; and providing an effective date (File 7232 - awarded to Rush Truck Centers of Texas, LP, in the not-to-exceed amount of $2,514,946).
ASSIGNED ORDINANCE NO. 20-093
The item was presented and discussion followed. Council Member Ryan moved to approve the item as presented. Motion seconded by Mayor
Pro Tem Hudspeth. Motion carried.
AYES (7): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis,
Ryan, Armintor, and Meltzer
NAYS (0): None
E. ID 20-167 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). THIS ITEM HAS BEEN PLACED ON THE AGENDA DUE TO A TIE VOTE AT THE JANUARY 7, 2020 CITY COUNCIL MEETING.
ASSIGNED ORDINANCE NO. 20-167
There was no presentation on the item as the item carried over under Council Rules of Procedure, Section 2-29, (g)(5)(a), due to a tie vote at the January 7th Regular Meeting. Discussion followed.
Council Member Armintor moved to adopt the item as presented. Motion seconded by Council Member Briggs. Following discussion, Council Member Briggs withdrew her
second. Council Member Meltzer then seconded the motion. Council Member Ryan moved to adopt/amend the item to provide for a grant amount of $25,000. Amending motion was seconded by Council Member Briggs. Amendment carried.
AYES (5): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis,
and, Ryan
NAYS (2): Council Members Armintor and Meltzer
City of Denton City Council Minutes January 14, 2020 Page 9
F. ID 20-168 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). THIS ITEM HAS BEEN PLACED ON THE AGENDA DUE TO A TIE VOTE AT THE
JANUARY 7, 2020 CITY COUNCIL MEETING.
ASSIGNED ORDINANCE NO. 20-168
There was no presentation on the item as the item carried over under Council Rules of
Procedure, Section 2-29, (g)(5)(a), due to a tie vote at the January 7th Regular Meeting. Following discussion, Council Member Ryan moved to adopt/amend the item to provide for a grant amount of $25,000. Amending motion seconded by Council Member Davis.
Council Member Armintor moved a substitute motion to adopt the item as presented. Motion died due to lack of a second. Mayor Watts called the vote on Council Member Ryan's amending motion, seconded by
Council Member Davis, to adopt the item with a grant amount of $25,000. Amending motion
carried. AYES (5): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis,
and, Ryan
NAYS (2): Council Members Armintor and Meltzer
G. ID 20-077 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 Pastore
Houldsworth & Co., LLC, for the development of an Advanced Forecast Model for DME as set forth in the contract; providing for the expenditure of funds therefor; and providing an effective date (RFQ 7167 - awarded to Pastore Houldsworth & Co., LLC, for development of an Advanced Forecast Model awarded for DME, in the three (3) year not-to-exceed amount of $288,000).
ASSIGNED ORDINANCE NO. 20-077 The item was presented and no discussion followed. Council Member Briggs moved to approve the item as presented. Motion seconded by Council Member Ryan. Motion carried.
AYES (7): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis,
Ryan, Armintor, and Meltzer
NAYS (0): None
City of Denton City Council Minutes January 14, 2020 Page 10
H. ID 20-102 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 CBS
Mechanical Services, Inc. dba CMS Mechanical Services, Inc., for the supply of plumbing maintenance, repairs, and replacement services for various City buildings and any other areas maintained by the Facilities Management Department; providing for the expenditure of funds therefor; and providing an effective date (IFB 7229 - awarded to CBS Mechanical Services,
Inc. dba CMS Mechanical Services, Inc., for one (1) year, with the option for four (4)
additional one (1) year extensions, in the total five (5) year not-to-exceed amount of $765,000).
ASSIGNED ORDINANCE 20-102
Mayor Watts had a conflict of interest on the item and left the Work Session Room. Mayor Pro-Tem Hudspeth presided over the item.
The item was presented and discussion followed. Council Member Ryan moved to approve the item as presented. Motion seconded by Council Member Davis. Motion carried.
AYES (6): Mayor Pro Tem Hudspeth and Council Members Briggs, Davis, Ryan, Armintor,
and Meltzer
NAYS (0): None ABSTAIN (1): Mayor Watts
I. ID 20-103 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 CBS Mechanical Services, Inc. dba CMS Mechanical Services, Inc., for the supply of electrical
maintenance, repairs, and replacement services for various City buildings and any other areas maintained by the Facilities Management Department; providing for the expenditure of funds therefor; and providing an effective date (IFB 7230 - awarded to CBS Mechanical Services, Inc. dba CMS Mechanical Services, Inc., for one (1) year, with the option for four (4)
additional one (1) year extensions, in the total five (5) year not-to-exceed amount of
$450,000).
ASSIGNED ORDINANCE NO. 20-103
Mayor Watts had a conflict of interest on the item and left the Work Session Room.
Mayor Pro-Tem Hudspeth presided over the item. The item was presented and discussion followed.
Council Member Ryan moved to approve the item as presented. Motion seconded by Council Member Davis. Motion carried.
City of Denton City Council Minutes January 14, 2020 Page 11
AYES (6): Mayor Pro Tem Hudspeth and Council Members Briggs, Davis, Ryan, Armintor,
and Meltzer
NAYS (0): None ABSTAIN (1): Mayor Watts
3. CONCLUDING ITEMS
Council Members expressed items of interest.
With no further business, the meeting was adjourned at 8:43 p.m.
MINUTES APPROVED ON: _____________________________________________
CHRIS WATTS MAYOR CITY OF DENTON, TEXAS
ROSA RIOS CITY SECRETARY CITY OF DENTON, TEXAS
CITY OF DENTON CITY COUNCIL MINUTES January 23, 2020
The Denton City Council and City staff hosted a State of the City on Thursday, January 23, 2020, at 6:00 p.m. in the Embassy Suites by Hilton Denton Convention Center, 3100 Town Center Trail, Denton, Texas.
The Denton City Council, City staff, and other community members gathered to share the City’s major
milestones from the past year and key priorities for the future. PRESENT: Mayor Chris Watts, Mayor Pro Tem Gerard Hudspeth and Council Members Keely Briggs,
Jesse Davis, John Ryan, and Paul Meltzer ABSENT: Council Member Deb Armintor Also present were City Manager Todd Hileman and City Attorney Aaron Leal
Beginning at 6:00 p.m. and progressing through the session, City staff hosted an engagement fair providing
information on programs and services provided by the City as well as happenings in the community.
City staff presented a video detailing 2019 operational highlights/success.
At 7:00 p.m., Mayor Watts delivered the State of the City presentation that covered the following:
• Citizen opportunities to address the City Council during scheduled meetings (pre-registration and open microphone).
• Status of the FY 19-20 budget as related to (1) reduced property tax rate; (2) no rate increases in
Water, Wastewater, Electric, and Solid Waste & Recycling services; and (3) funding enhancements through cost saving efforts in the areas of additional public safety positions, enhanced park maintenance and additional funding for homelessness.
• Capital projects in 2019 and the Texas Department of Transportation’s role in the community which increased regional and local mobility.
• Enhancements for parks and recreation.
• Growth and development and increase in permits issued.
• Public Safety to include staff increase and new facilities. Citizen comments were accepted and covered the areas of Denton Housing Authority, ethics ordinance, composting, City Hall West, housing needs to meet population growth, Police requesting student identification when patrolling UNT facilities, parking along Hickory street, thanking others one normally
would not, pedestrian signals throughout the city, and lack of parking at social security (government) offices.
With no other public comments forthcoming, the session ended at 7:48 p.m. with the engagement fair continuing to 8:30 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 20-189,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 Altec Industries,Inc.through the Sourcewell
Cooperative Purchasing Network Contract Number 012418-ALT,for the acquisition of one (1)Altec model
AT41M Articulating Telescopic Aerial truck for the Electric Substations Department;authorizing the
expenditure of funds therefor;and declaring an effective date (File 7258 -awarded to Altec Industries,Inc.,in
the not-to-exceed amount of $151,867). The Public Utilities Board recommends approval (6 - 0).
City of Denton Printed on 1/24/2020Page 1 of 1
powered by Legistar™
City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Procurement & Compliance
CFO: Antonio Puente, Jr.
DATE: January 28, 2019
SUBJECT
Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation,
authorizing the City Manager, or his designee, to execute a contract with Altec Industries, Inc. through the
Sourcewell Cooperative Purchasing Network Contract Number 012418-ALT, for the acquisition of one (1)
Altec model AT41M Articulating Telescopic Aerial truck for the Electric Substations Department;
authorizing the expenditure of funds therefor; and declaring an effective date (File 7258 – awarded to Altec
Industries, Inc., in the not-to-exceed amount of $151,867). The Public Utilities Board recommends approval
(6 - 0).
INFORMATION/BACKGROUND
This request is for the purchase of one (1) Altec model AT41M Articulating Telescopic Aerial truck
mounted on a Dodge 5500 chassis for the Electric Substations Department. This truck is a replacement for
a 2010 model Altec aerial bucket that has exceeded the useful lifecycle, meets all replacement criteria, and
will be auctioned after the new truck is put into service.
Fleet Services, in agreement with the Denton Municipal Electric, Parks and Traffic Departments have
standardized to the Altec brand of aerial equipment for all City of Denton bucket trucks. Altec Industries
Inc. provides factory trained field service technicians for on-site diagnostics and repair. For liability reasons,
Fleet Services technicians do not make repairs to aerial equipment.
The replacement aerial bucket truck will be used for maintenance, repair or replacement of electrical
switches or components inside any one of the 19 substations maintained by DME.
Pricing obtained through Sourcewell (formerly National Joint Powers Alliance) 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 January 13, the Public Utilities Board (PUB) recommended this item to the City Council for
consideration.
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
RECOMMENDATION
Award a contract with Altec Industries, Inc., for the acquisition of one (1) Altec model AT41M Articulating
Telescopic Aerial truck for the Electric Substations Department, in a not-to-exceed amount of $151,867.
PRINCIPAL PLACE OF BUSINESS
Altec Industries, Inc.
Creedmoor, NC
ESTIMATED SCHEDULE OF PROJECT
Delivery of the items will occur within 330 days after receipt of order.
FISCAL INFORMATION
This item will be funded from Electric Substations Department account #604669605.1355.3920.
Requisition #145000 has been entered in the Purchasing software system in the amount of $151,867. The
budgeted amount for this item is $151,867.
EXHIBITS
Exhibit 1: Agenda Information Sheet
Exhibit 2: Quote
Exhibit 3: Ordinance
Respectfully submitted:
Lori Hewell, 940-349-7100
Purchasing Manager
For information concerning this acquisition, contact: Terry Kader, 940-349-8729.
Legal point of contact: Mack Reinwand at 940-349-8333.
Opportunity Number:1267103
Quotation Number:559009
Sourcewell Contract #:012418-ALT
Date:
REFERENCE ALTEC MODEL
Articulating Telescopic Aerial Device with Material Handling Insulated, 41' $132,085
(A.)
1 AT41M-AWD All Wheel Drive $5,227
2
3
4
(A1.)
1 VCAM Backup Camera System $835
2 RL COMPARTMENT LIGHTS in Body Compartments - Rope LED ($148 Per Compartment)$1,036
3 FE POWER EQUIPMENT (Power Locks and Power Windows)$973
4 CHOCKS Rubber Wheel chocks and holders (Qty. two)$51
5 PSWI2 PURE SINE WAVE INVERTER.2400 Watts Continuous. GFCI Outlet at Rear. $2,890
6 LR Ladder Rack $1,086
7 SPOT3 FOUR (4) POINT STROBE SYSTEM (LED) $561
8
9 SPOT6 Remote Spot Light, LED, Permanent Mount, With Wireless Dash Mounted Controls And Programmable Wireless Remote$709
10 SPOT6 Remote Spot Light, LED, Permanent Mount, With Wireless Dash Mounted Controls And Programmable Wireless Remote$709
SOURCEWELL OPTIONS TOTAL:$146,162
(B.)
1 UNIT
2 UNIT & HYDRAULIC ACC
3 BODY Custom Fiberglass Body ILO Steel $1,100
4 BODY & CHASSIS ACC Wire Reel Holder $745
5 ELECTRICAL Whelen Surface mounted Lights & Traffic Advisor Light Bar $1,120
6 FINISHING ADD non-skid to Compartment tops $240
7 CHASSIS
8 OTHER
OPEN MARKET OPTIONS TOTAL:$3,205
SUB-TOTAL FOR UNIT/BODY/CHASSIS:$149,367
Delivery to Customer:$2,500
TOTAL FOR UNIT/BODY/CHASSIS:$151,867
(C.)
1
2
3
4
Altec Industries, Inc.
SOURCEWELL OPTIONS ON CONTRACT (Unit)
SOURCEWELL OPTIONS ON CONTRACT (General)
OPEN MARKET ITEMS (Customer Requested)
ADDITIONAL ITEMS (items are not included in total above)
AT41M
Quoted for: CITY OF DENTON
Customer Contact: TBD
Phone: / Email: TBD
**Pricing valid for 45 days**
NOTES
PAINT COLOR: White to match chassis, unless otherwise specified
Quoted by: LORI WOODS
Altec Account Manager: MIKE COVINGTON
Phone: / Email: 919.528.8088 / lori.woods@altec.com
BUILD LOCATION: Creedmoor, NC
WARRANTY: Standard Altec Warranty for Aerials and Derricks - One (1) year parts warranty One (1) year labor warranty Ninety
(90) days warranty for travel charges (Mobile Service) Limited Lifetime Structural Warranty. Chassis to include standard warranty,
per the manufacturer.
TRADE-IN: Equipment trades must be received in operational condition (as initial inspection) and DOT compliant at the time of
pick-up. Failure to comply with these requirements, may result in customer bill-back repairs.
CHASSIS: Per Altec Commercial Standard
DELIVERY: No later than days ARO, FOB Customer Location
TERMS: Net 30 days
BEST VALUE: Altec boasts the following "Best Value" features: Altec ISO Grip Controls for Extra Protection, Only Lifetime
Warranty on Structural Components in Industry, Largest Service Network in Industry (Domestic and Overseas), Altec SENTRY
Web/CD Based Training, Dedicated/Direct Gov't Sales Manager, In-Service Training with Every Order.
TO ORDER: To order, please contact the Altec Account Manager listed above.
Sourcewell (formerly NJPA) Quote Template 5-13-2019
12/11/2019
380
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 20-192,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 Professional Services Agreement with Stearns,Conrad and Schmidt,Consulting
Engineers,Inc.(dba SCS Engineers),for the installation of 12 vertical gas wells,8”gas header piping and 6”
gas lateral piping for the Solid Waste Landfill Division as set forth in the contract;providing for the
expenditure of funds therefor;and providing an effective date (RFQ 7109-002 -Professional Services
Agreement for the installation of 12 vertical gas wells,8”gas header piping and 6”gas lateral piping for the
Solid Waste Landfill Division awarded to Stearns,Conrad and Schmidt,Consulting Engineers,Inc.(dba SCS
Engineers), in the not-to-exceed amount of $237,654).
City of Denton Printed on 1/24/2020Page 1 of 1
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City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Procurement & Compliance
CFO: Antonio Puente, Jr.
DATE: January 28, 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 Professional Services Agreement with Stearns, Conrad and
Schmidt, Consulting Engineers, Inc. (dba SCS Engineers), for the installation of 12 vertical gas wells, 8”
gas header piping and 6” gas lateral piping for the Solid Waste Landfill Division as set forth in the contract;
providing for the expenditure of funds therefor; and providing an effective date (RFQ 7109-002 –
Professional Services Agreement for the installation of 12 vertical gas wells, 8” gas header piping and 6”
gas lateral piping for the Solid Waste Landfill Division awarded to Stearns, Conrad and Schmidt, Consulting
Engineers, Inc. (dba SCS Engineers), in the not-to-exceed amount of $237,654).
INFORMATION/BACKGROUND
This item is for the turnkey installation of the Landfill Cell 4-5 Gas Extraction Well Expansion Project.
SCS-FS will furnish all equipment, material, and labor to install the proposed 8” header with all 6” laterals
that are referenced in the drawings provided by SCS Engineers. SCS-FS will install 8” header piping to the
tie-in at the existing 18” perimeter header. 6” laterals off the 8” header will run to 12 new vertical gas
extraction wells and 8 existing decommissioned leachate injection lines. Header and lateral lines will be
placed above ground at a 3 percent grade to allow for gas condensate drainage. All piping is to be anchored
by rebar straddling the pipe every 50’. Two (2) corrugated metal piping road crossings are to be installed at
locations coordinated with site personnel. SCS-FS will drill and install 12 vertical gas extraction wells as
per the attached drawings.
Request for Qualifications for professional and engineering services was solicited using the City’s formal
solicitation process. City Council approved a pre-qualified list of engineering firms on October 8, 2019
(Ordinance 19-2305).
PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS)
On October 8, 2019, Council approved RFQ 7109 for a prequalified list of professional and engineering
firms for Solid Waste/Landfill (Ordinance 19-2305).
On January 27, 2020, this item will be presented to the Public Utilities Board for recommendation to the
City Council for consideration.
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
RECOMMENDATION
Award a contract with Stearns, Conrad and Schmidt, Consulting Engineers, Inc. (dba SCS Engineers), for
the installation of 12 vertical gas wells, 8” gas header piping and 6” gas lateral piping for the Solid Waste
Landfill Division in an amount not to exceed $237,654.
PRINCIPAL PLACE OF BUSINESS
Stearns, Conrad and Schmidt, Consulting Engineers, Inc. (dba SCS Engineers)
Bedford, TX
ESTIMATED SCHEDULE OF PROJECT
This project will be started upon approval with a completion date by March 2020.
FISCAL INFORMATION
These items/services will be funded from Solid Waste account 660243585. Requisition #145024 has been
entered in the Purchasing software system. The budgeted amount for this item is $237,654.
EXHIBITS
Exhibit 1: Agenda Information Sheet
Exhibit 2: Ordinance and Contract
Respectfully submitted:
Lori Hewell, 349-7100
Purchasing Manager
For information concerning this acquisition, contact: Randall Morris, 940-349-8049.
Legal point of contact: Mack Reinwand at 940-349-8333.
ORDINANCE NO. -------
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL
CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL
SERVICES AGREEMENT WITH STEARNS, CONRAD AND SCHMIDT, CONSULTING
ENGINEERS, INC. (DBA SCS ENGINEERS) FOR THE INSTALLATION OF 12 VERTICAL
GAS WELLS, 8" GAS HEADER PIPING AND 6" GAS LATERAL PIPING FOR THE SOLID
WASTE LANDFILL DIVISION AS SET FORTH IN THE CONTRACT; PROVIDING FOR THE
EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFQ
7109-002 -PROFESSIONAL SERVICES AGREEMENT FOR THE INSTALLATION OF 12
VERTICAL GAS WELLS, 8" GAS HEADER PIPING AND 6" GAS LATERAL PIPING FOR
THE SOLID WASTE LANDFILL DIVISION AWARDED TO STEARNS, CONRAD AND
SCHMIDT, CONSULTING ENGINEERS, INC. (DBA SCS ENGINEERS), IN THE NOT-TO-
EXCEED AMOUNT OF $237,654).
WHEREAS, on October 8, 2019, the City Council approved a pre-qualified professional and
engineer list (Ordinance 19-2305), and the professional services provider (the "Provider") mentioned
in this ordinance is being selected as the most highly qualified on the basis of its demonstrated
competence and qualifications to perform the proposed professional services; and
WHEREAS, the fees under the proposed contract are fair and reasonable and are consistent
with, and not higher than the recommended practices and fees published by the professional
associations applicable to the Provider's profession, and such fees do not exceed the maximum
provided by law; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Manager is hereby authorized to enter into an agreement with Stearns,
Conrad and Schmidt, Consulting Engineers, Inc. (dba SCS Engineers), to provide professional
engineering services for the City ofDenton, a copy of which is attached hereto and incorporated by
reference herein.
SECTION 2. The City Manager is authorized to expend funds as required by the attached
contract.
SECTION 3. The City Council of the City of Denton, hereby expressly delegates the
authority to take any actions that may be required or permitted to be performed by the City ofDenton
under this ordinance to the City Manager of the City ofDenton, or his designee.
SECTION 4. The findings in the preamble of this ordinance are incorporated herein by
reference.
SECTION 5. This ordinance shall become effective immediately upon its passage and
approval.
The motion to approve this ordinance was made by and seconded
by the ordinance was passed and approved by the following
vote[_-_j:
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 Annintor, 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:
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
DocuSign Envelope ID: B4565C67-2180-45AA-B1F4-AD3C921D6B4A
Not Applicable
Jody Word
2020 GCCS Expansion and Vertical
Extraction Well Installation
PSA 7109-002
City of Denton, Texas Contract 7109-002
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
PROFESSIONAL SERVICES AGREEMENT
FOR CONSULTING SERVICES
FILE 7109-002
STATE OF TEXAS §
COUNTY OF DENTON §
THIS AGREEMENT (the “Agreement”) is made and entered into on
________________________, by and between the City of Denton, Texas, a Texas municipal
corporation, with its principal office at 215 East McKinney Street, Denton, Denton County,
Texas 76201, hereinafter called “OWNER” and Stearns, Conrad and Schmidt, Consulting
Engineers, Inc., with its corporate office at 1901 Central Drive, Suite 550, Bedford, Texas
76021, hereinafter called “CONSULTANT,” acting herein, by and through their duly authorized
representatives.
WITNESSETH, that in consideration of the covenants and agreements herein contained,
the parties hereto do mutually agree as follows:
ARTICLE I
CONSULTANT AS INDEPENDENT CONTRACTOR
The OWNER has selected CONSULTANT on the basis of demonstrated competence and
qualifications to perform the services herein described for a fair and reasonable price pursuant to
Chapter 2254 of the Texas Government Code. The OWNER hereby contracts with the
CONSULTANT as an independent contractor and not as an employee, and as such, the OWNER
will not assert control over the day-to-day operations of the CONSULTANT. The
CONSULTANT is customarily engaged to provide services as described herein independently
and on a nonexclusive basis in the course of its business. This Agreement does not in any way
constitute a joint venture between OWNER and CONSULTANT. The CONSULTANT hereby
agrees to perform the services described herein based on the skills required for the scope of work
in connection with the Project as stated in the sections to follow, with diligence and in
accordance with the highest professional standards customarily obtained for such services in the
State of Texas. The professional services set out herein are in connection with the following
described project:
The Project shall include, without limitation, 2020 GCCS Expansion and Vertical Extraction
Well Installation, as described in Exhibit A.
ARTICLE II
SCOPE OF BASIC SERVICES
The CONSULTANT shall perform the following services in a professional manner:
A. To perform all those services set forth in CONSULTANT’s proposal, which proposal is
attached hereto and made a part hereof as Exhibit A as if written word for word herein.
DocuSign Envelope ID: B4565C67-2180-45AA-B1F4-AD3C921D6B4A
City of Denton, Texas Contract 7109-002
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
B. CONSULTANT shall perform all those services set forth in individual task orders, as
described in Exhibit A, which shall be attached to this Agreement and made a part
hereof.
C. If there is any conflict between the terms of this Agreement and the exhibits attached to
this Agreement, the terms and conditions of this Agreement will control over the terms
and conditions of the attached exhibits or task orders.
ARTICLE III
ADDITIONAL SERVICES
Additional services to be performed by the CONSULTANT, if authorized by the
OWNER, which are not included in the above-described Basic Services, may be negotiated as
needed, per rates included in Exhibit A.
A. Preparing applications and supporting documents for government grants, loans, or
planning advances and providing data for detailed applications.
B. Preparing data and reports for assistance to OWNER in preparation for hearings before
regulatory agencies, courts, arbitration panels or mediator, giving testimony, personally or
by deposition, and preparations therefore before any regulatory agency, court, arbitration
panel or mediator.
C. Assisting OWNER in preparing for, or appearing at litigation, mediation, arbitration,
dispute review boards, or other legal and/or administrative proceedings in the defense or
prosecution of claims disputes with Contractor(s).
D. Assisting OWNER in the defense or prosecution of litigation in connection with or in
addition to those services contemplated by this AGREEMENT. Such services, if any, shall
be furnished by CONSULTANT on a fee basis negotiated by the respective parties outside
of and in addition to this AGREEMENT.
E. Visits to the site in excess of the number of trips included in Exhibit A.
F. Preparing statements for invoicing or other documentation for billing other than for the
standard invoice for services attached to this professional services agreement.
DocuSign Envelope ID: B4565C67-2180-45AA-B1F4-AD3C921D6B4A
City of Denton, Texas Contract 7109-002
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
ARTICLE IV
TIME OF COMPLETION
CONSULTANT is authorized to commence work under this contract upon execution of this
AGREEMENT. CONSULTANT shall perform and complete its obligations herein in a prompt
and continuous manner, so as to not delay the completion of the Project in accordance with the
schedules as described in Exhibit A. The contract shall remain effective for a period which may
reasonably be required for the completion of the Project, acceptance by an authorized
representative of the OWNER, exhaustion of authorized funds, or termination as provided in this
Agreement, whichever occurs first.
ARTICLE V
COMPENSATION
A. COMPENSATION TERMS:
1. “Subcontract Expense” is defined as expenses incurred by the CONSULTANT in
employment of others in outside firms for services related to this agreement.
2. “Direct Non-Labor Expense” is defined as that expense for any assignment
incurred by the CONSULTANT for supplies, transportation and equipment,
travel, communications, subsistence, and lodging away from home, and similar
incidental expenses in connection with that assignment.
B. BILLING AND PAYMENT: For and in consideration of the professional services to be
performed by the CONSULTANT herein, the OWNER agrees to pay, based on the cost
estimate detail at an hourly rate shown in Exhibit A which is attached hereto and made a
part of this Agreement as if written word for word herein, a total fee, including
reimbursement for direct non-labor expenses not to exceed $237,654.
Partial payments to the CONSULTANT will be made on the basis of detailed monthly
statements rendered to and approved by the OWNER through its City Manager or his
designee; however, under no circumstances shall any monthly statement for services
exceed the value of the work performed at the time a statement is rendered.
Nothing contained in this Article shall require the OWNER to pay for any work which is
unsatisfactory, as reasonably determined by the City Manager or his designee, or which is
not submitted in compliance with the terms of this Agreement. The OWNER shall not be
required to make any payments to the CONSULTANT when the CONSULTANT is in
default under this Agreement.
It is specifically understood and agreed that the CONSULTANT shall not be authorized
to undertake any work pursuant to this Agreement which would require additional
payments by the OWNER for any charge, expense, or reimbursement above the
maximum not to exceed fee as stated, without first having obtained written authorization
from the OWNER. The CONSULTANT shall not proceed to perform the services listed
in Article III “Additional Services,” without obtaining prior written authorization from
the OWNER.
DocuSign Envelope ID: B4565C67-2180-45AA-B1F4-AD3C921D6B4A
City of Denton, Texas Contract 7109-002
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
C. ADDITIONAL SERVICES: For additional services authorized in writing by the
OWNER in Article III, the CONSULTANT shall be paid based on the Schedule of
Charges at an hourly rate shown in Exhibit A. Payments for additional services shall be
due and payable upon submission by the CONSULTANT and approval by the City staff,
and shall be in accordance with subsection B hereof. Statements shall not be submitted
more frequently than monthly.
D. PAYMENT: If the OWNER fails to make payments due the CONSULTANT for
services and expenses within thirty (30) days after receipt of the CONSULTANT’s
undisputed statement thereof, the amounts due the CONSULTANT will be paid interest
in accordance with the Texas Government Code 2251.025. Additionally, the
CONSULTANT may, after giving seven (7) days’ written notice to the OWNER,
suspend services under this Agreement until the CONSULTANT has been paid in full all
amounts due for services, expenses, and charges. Nothing herein shall require the
OWNER to pay the late charge if the OWNER reasonably determines that the work is
unsatisfactory, in accordance with this Article V, “Compensation,” there is a bona fide
dispute concerning the amount due, or the invoice was not mailed to the address or in the
form as described in this Agreement. The OWNER will notify CONSULTANT of any
disputes within twenty-one (21) days of receipt of the invoice.
E. Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215
E McKinney St, Denton, TX, 76201-4299. A pro-forma invoice shall be sent to the
contract administrator. It is the intention of the City of Denton to make payment on
completed orders within thirty days after receipt of invoice or items; whichever is later,
unless unusual circumstances arise. Invoices must be fully documented as to labor,
materials, and equipment provided, if applicable, and must reference the City of
Denton Purchase Order Number in order to be processed. No payments shall be
made on invoices not listing a Purchase Order Number.
ARTICLE VI
OBSERVATION AND REVIEW OF THE WORK
The CONSULTANT will exercise reasonable care and due diligence in discovering and
promptly reporting to the OWNER any defects or deficiencies in the work of the
CONSULTANT or any subcontractors or subconsultants.
ARTICLE VII
OWNERSHIP OF DOCUMENTS
All documents prepared or furnished by the CONSULTANT (and CONSULTANT’s
subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and
shall become the property of the OWNER upon the termination of this Agreement. The
CONSULTANT is entitled to retain copies of all such documents. The documents prepared and
furnished by the CONSULTANT are intended only to be applicable to this Project, and
OWNER’s use of these documents in other projects shall be at OWNER’s sole risk and expense.
In the event the OWNER uses any of the information or materials developed pursuant to this
Agreement in another project or for other purposes than specified herein, CONSULTANT is
released from any and all liability relating to their use in that project.
DocuSign Envelope ID: B4565C67-2180-45AA-B1F4-AD3C921D6B4A
City of Denton, Texas Contract 7109-002
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
ARTICLE VIII
INDEMNITY AGREEMENT
THE CONSULTANT SHALL INDEMNIFY AND SAVE AND HOLD HARMLESS
THE OWNER AND ITS OFFICERS, OFFICIALS, AGENTS, AND EMPLOYEES FROM
AND AGAINST ANY AND ALL LIABILITY, CLAIMS, DEMANDS, DAMAGES,
LOSSES, AND EXPENSES, INCLUDING, BUT NOT LIMITED TO COURT COSTS
AND REASONABLE ATTORNEY FEES ASSERTED AGAINST OR INCURRED BY
THE OWNER, AND INCLUDING, WITHOUT LIMITATION, DAMAGES FOR
BODILY AND PERSONAL INJURY, DEATH AND PROPERTY DAMAGE,
RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OF THE
CONSULTANT OR ITS OFFICERS, SHAREHOLDERS, AGENTS, OR EMPLOYEES
INCIDENTAL TO, RELATED TO, AND IN THE EXECUTION, OPERATION, OR
PERFORMANCE OF THIS AGREEMENT.
Nothing in this Agreement shall be construed to create a liability to any person who is not
a party to this Agreement, and nothing herein shall waive any of the parties’ defenses, both at
law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this
Agreement, including the defense of governmental immunity, which defenses are hereby
expressly reserved.
ARTICLE IX
INSURANCE
During the performance of the services under this Agreement, CONSULTANT shall
maintain insurance in compliance with the requirements of Exhibit B which is attached hereto
and made a part of this Agreement as if written word for word herein.
ARTICLE X
ALTERNATIVE DISPUTE RESOLUTION
The parties may agree to settle any disputes under this Agreement by submitting the
dispute to mediation with each party bearing its own costs of mediation. No mediation arising
out of or relating to this Agreement, involving one party’s disagreement may include the other
party to the disagreement without the other’s approval. Mediation will not be a condition
precedent to suit.
ARTICLE XI
TERMINATION OF AGREEMENT
A. Notwithstanding any other provision of this Agreement, either party may terminate by
giving thirty (30) days’ advance written notice to the other party.
B. This Agreement may be terminated in whole or in part in the event of either party
substantially failing to fulfill its obligations under this Agreement. No such termination
will be affected unless the other party is given (1) written notice (delivered by certified
mail, return receipt requested) of intent to terminate and setting forth the reasons
specifying the non-performance, and not less than fifteen (15) calendar days to cure the
DocuSign Envelope ID: B4565C67-2180-45AA-B1F4-AD3C921D6B4A
City of Denton, Texas Contract 7109-002
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
failure; and (2) an opportunity for consultation with the terminating party prior to
termination.
C. If the Agreement is terminated prior to completion of the services to be provided
hereunder, CONSULTANT shall immediately cease all services and shall render a final
bill for services to the OWNER within thirty (30) days after the date of termination. The
OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily
performed and for reimbursable expenses to termination incurred prior to the date of
termination, in accordance with Article V “Compensation.” Should the OWNER
subsequently contract with a new consultant for the continuation of services on the
Project, CONSULTANT shall cooperate in providing information. The CONSULTANT
shall turn over all documents prepared or furnished by CONSULTANT pursuant to this
Agreement to the OWNER on or before the date of termination, but may maintain copies
of such documents for its use.
ARTICLE XII
RESPONSIBILITY FOR CLAIMS AND LIABILITIES
Approval by the OWNER shall not constitute, nor be deemed a release of the
responsibility and liability of the CONSULTANT, its employees, associates, agents,
subcontractors, and subconsultants for the accuracy and competency of their designs or other
work; nor shall such approval be deemed to be an assumption of such responsibility by the
OWNER for any defect in the design or other work prepared by the CONSULTANT, its
employees, subcontractors, agents, and consultants.
ARTICLE XIII
NOTICES
All notices, communications, and reports required or permitted under this Agreement
shall be personally delivered or mailed to the respective parties by depositing same in the United
States mail to the address shown below, certified mail, return receipt requested, unless otherwise
specified herein. Mailed notices shall be deemed communicated as of three (3) days’ mailing:
To CONSULTANT: To OWNER:
Stearns, Conrad and Schmidt, City of Denton
Consulting Engineers, Inc. Purchasing Manager –File 7109-002
(SCS Field Services) 901B Texas Street
Jason Lewallen Denton, Texas 76201
1901 Central Drive, Suite 550
Bedford, Texas 76021
All notices shall be deemed effective upon receipt by the party to whom such notice is
given, or within three (3) days’ mailing.
DocuSign Envelope ID: B4565C67-2180-45AA-B1F4-AD3C921D6B4A
City of Denton, Texas Contract 7109-002
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
ARTICLE XIV
ENTIRE AGREEMENT
This Agreement and related exhibits constitute the complete and final expression of this
Agreement of the parties, and is intended as a complete and exclusive statement of the terms of
their agreements, and supersedes all prior contemporaneous offers, promises, representations,
negotiations, discussions, communications, and agreements which may have been made in
connection with the subject matter hereof.
ARTICLE XV
SEVERABILITY
If any provision of this Agreement is found or deemed by a court of competent
jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of
this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event,
the parties shall reform this Agreement to replace such stricken provision with a valid and
enforceable provision which comes as close as possible to expressing the intention of the stricken
provision.
ARTICLE XVI
COMPLIANCE WITH LAWS
The CONSULTANT shall comply with all federal, state, and local laws, rules,
regulations, and ordinances applicable to the work covered hereunder as those laws may now
read or hereinafter be amended.
ARTICLE XVII
DISCRIMINATION PROHIBITED
In performing the services required hereunder, the CONSULTANT shall not discriminate
against any person on the basis of race, color, religion, sex, sexual orientation, national origin or
ancestry, age, or physical handicap.
ARTICLE XVIII
PERSONNEL
A. The CONSULTANT represents that it has or will secure, at its own expense, all
personnel required to perform all the services required under this Agreement. Such
personnel shall not be employees or officers of, or have any contractual relations with the
OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or
potential conflict of interest that may arise during the term of this Agreement.
B. All services required hereunder will be performed by the CONSULTANT or under its
supervision. All personnel engaged in work shall be qualified, and shall be authorized
and permitted under state and local laws to perform such services.
DocuSign Envelope ID: B4565C67-2180-45AA-B1F4-AD3C921D6B4A
City of Denton, Texas Contract 7109-002
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
ARTICLE XIX
ASSIGNABILITY
The CONSULTANT acknowledges that this Agreement is based on the demonstrated
competence and specific qualifications of the CONSULTANT and is therefore personal as to the
CONSULTANT. Therefore, the CONSULTANT shall not assign any interest in this Agreement,
and shall not transfer any interest in this Agreement (whether by assignment, novation, or
otherwise) without the prior written consent of the OWNER.
ARTICLE XX
MODIFICATION
No waiver or modification of this Agreement or of any covenant, condition, or limitation
herein contained shall be valid unless in writing and duly executed by the party to be charged
therewith, and no evidence of any waiver or modification shall be offered or received in evidence
in any proceeding arising between the parties hereto out of or affecting this Agreement, or the
rights or obligations of the parties hereunder, and unless such waiver or modification is in
writing and duly executed; and the parties further agree that the provisions of this section will not
be waived unless as set forth herein.
ARTICLE XXI
MISCELLANEOUS
A. The following exhibits are attached to and made a part of this Agreement:
Exhibit A – Consultant’s Scope of Services Offer, Compensation Rate and Project
Schedule
Exhibit B – Consultant’s Insurance Requirements
What is called for by one exhibit shall be as binding as if called for by all. In the event of
an inconsistency or conflict in this Agreement and any of the provisions of the exhibits,
the inconsistency or conflict shall be resolved by giving precedence first to this
Agreement then to the exhibits in the order in which they are listed above.
B. This Agreement shall be governed by, construed, and enforced in accordance with, and
subject to, the laws of the State of Texas or federal law, where applicable, without regard
to the conflict of law principles of any jurisdiction. In the event there shall be any dispute
arising out of the terms and conditions of, or in connection with, this Agreement, the
party seeking relief shall submit such dispute to the District Courts of Denton County or
if federal diversity or subject matter jurisdiction exists, to the United States District Court
for the Eastern District of Texas-Sherman Division.
C. For the purpose of this Agreement, the key persons who will perform most of the work
hereunder shall be Jason Lewallen. However, nothing herein shall limit
CONSULTANT from using other equally qualified and competent members of its firm to
perform the services required herein.
D. CONSULTANT shall commence, carry on, and complete any and all projects with all
applicable dispatch, in a sound, economical, and efficient manner and in accordance with
DocuSign Envelope ID: B4565C67-2180-45AA-B1F4-AD3C921D6B4A
City of Denton, Texas Contract 7109-002
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
the provisions hereof. In accomplishing the projects, CONSULTANT shall take such
steps as are appropriate to ensure that the work involved is properly coordinated with
related work being carried on by the OWNER.
E. The OWNER shall assist the CONSULTANT by placing at the CONSULTANT’s
disposal all available information pertinent to the Project, including previous reports, any
other data relative to the Project, and arranging for the access thereto, and make all
provisions for the CONSULTANT to enter in or upon public and private property as
required for the CONSULTANT to perform services under this Agreement.
F. The captions of this Agreement are for informational purposes only, and shall not in any
way affect the substantive terms or conditions of this Agreement.
G. 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.
ARTICLE XXII
INDEPENDENT CONTRACTOR
CONSULTANT shall provide services to OWNER as an independent contractor, not as
an employee of the OWNER. CONSULTANT shall not have or claim any right arising from
employee status.
ARTICLE XXIII
RIGHT TO AUDIT
The OWNER shall have the right to audit and make copies of the books, records and
computations pertaining to this agreement. The CONTRACTOR shall retain such books,
records, documents and other evidence pertaining to this agreement during 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 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 this
agreement, and to allow the OWNER 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 OWNER 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 business days of
receipt of an invoice.
Failure to comply with the provisions of this section shall be a material breach of this contract
and shall constitute, in the OWNER’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.
DocuSign Envelope ID: B4565C67-2180-45AA-B1F4-AD3C921D6B4A
City of Denton, Texas Contract 7109-002
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
ARTICLE XXIV
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.
ARTICLE XXV
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.
ARTICLE XXVI
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)
DocuSign Envelope ID: B4565C67-2180-45AA-B1F4-AD3C921D6B4A
City of Denton, Texas Contract 7109-002
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
The OWNER 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.
ARTICLE XXVII
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.
DocuSign Envelope ID: B4565C67-2180-45AA-B1F4-AD3C921D6B4A
City of Denton, Texas Contract 7109-002
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be
executed by its duly authorized City Manager, and CONSULTANT has executed this Agreement
through its duly authorized undersigned officer on this date______________________.
CITY OF DENTON, TEXAS
“OWNER”
__________________________________
TODD HILEMAN, CITY MANAGER
ATTEST:
CITY SECRETARY
BY: _______________________________
STEARNS, CONRAD AND SCHMIDT,
CONSULTING ENGINEERS, INC.,
A CALIFORNIA CORPORATION
“CONSULTANT”
__________________________________
BY: RON WILKS
ITS: _________________________
__________________________________
TEXAS ETHICS COMMISSION
CERTIFICATE NUMBER
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational
obligations and business terms.
_______________ ________________
SIGNATURE PRINTED NAME
__________________________________
TITLE
__________________________________
DEPARTMENT
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY: ____________________________
DocuSign Envelope ID: B4565C67-2180-45AA-B1F4-AD3C921D6B4A
Vice President
Solid Waste
Brian Boerner
Director of Solid Waste
1901 Central Drive, Suite 550, Bedford, TX 76021 | 817-571-2288 | eFax 817-571-2188
Environmental
Consultants & Contractors
December 4, 2019
Mr. Randall Morris
Landfill Manager
City of Denton
1527 S Mayhill Rd
Denton, TX 76208
Subject: 2020 GCCS Expansion and Vertical Extraction Well Installation Proposal, City of
Denton Landfill, Denton, TX
Dear Mr. Morris:
Stearns, Conrad and Schmidt, Consulting Engineers, Inc. (SCS-FS) is pleased to present this proposal
to the City of Denton concerning the 8-inch header and 6-inch lateral expansion on the south slope
along with 12 vertical extraction gas wells located at the City of Denton Landfill (Landfill). Quantities
and layout are determined by the meeting held on November 18, 2019.
SCOPE OF WORK
SCS-FS will furnish all equipment, material, and labor required to install the proposed 8-inch header
with all 6-inch laterals that is referenced in the drawings provided by SCS Engineers (see Appendix B
for drawings). SCS-FS will install 8-inch header piping to the tie-in at the existing 18-inch perimeter
header determined at meeting. 6-inch laterals off the 8-inch header will run to 12 new vertical gas
extraction wells and 8 existing decommissioned leachate injection lines. Header and lateral lines will
be placed aboveground at a 3 percent grade for drainage. All piping is to be “anchored” by rebar,
straddling the pipe every 50-feet. Two (2) corrugated metal piping road crossings are to be installed
at locations coordinated with site personnel. SCS-FS will drill and install 12 vertical gas extraction
wells as per the attached drawings.
SCS Engineers will provide Construction Engineering Phase Services for this project. Engineering
design, which was used for quantities and layout information, along with engineering oversight of the
drilling and installation is included in the costs. Also included will be two engineering site visits
during the duration of this project and a record report at completion.
SCHEDULE
If awarded this project, SCS-FS is prepared to mobilize all the necessary personnel, equipment and
materials required to begin on or before February 15, 2020. SCS-FS is estimating a total of 23
working days from start date for completion of this project.
Exhibit ADocuSign Envelope ID: B4565C67-2180-45AA-B1F4-AD3C921D6B4A
Randall Morris December 4, 2019
Page 2
ASSUMPTIONS AND CONDITIONS
In preparing this proposal, SCS-FS offers the following assumptions and conditions:
1. Weather and site conditions will be suitable for accomplishing the work in accordance
with the proposed schedule.
2. SCS-FS assumes any soil needed will be derived from onsite borrow pit and the Landfill
will load SCS-FS’ haul truck.
3. SCS-FS’ price does not include: permit fees, testing fees, lab analysis fees, or fees
required by other parties, such as Q.A./Q.C.
4. SCS-FS’ price does not include marking of utility lines, nor damage to unmarked utility
lines.
5. Work will be performed at OSHA Level D protection.
6. Waste removed from drilling boreholes will be loaded and transported by SCS-FS to
active working face at no additional charge.
7. Any tie-in locations that are inaccessible due to extreme amounts of liquid that requires
additional equipment and material is not included in the proposed price.
8. SCS-FS assumes that conditions which differ materially from information provided by the
client or what is reasonably anticipated given the nature of the work are excluded from
our bid.
9. The proposed price does not include erosion control items (i.e. silt fence, hay bales) or
repairs to vegetative cover (i.e. seeding).
10. At no time shall the title of any hazardous substances, solid waste, petroleum
contaminated soil or absorbents, or other regulated substances pass to SCS-FS, nor shall
any provision of an ensuing agreement between SCS-FS and City of Denton be
interpreted to permit SCS-FS to assume the status of “generator”, “transporter”, or
“treatment, storage or disposal facility” under state and federal law.
11. This proposal is valid for 90 days from the date of this submittal. This proposal is
confidential and for City of Denton use only.
COST ESTIMATE
SCS-FS has completed a unit cost bid form for this project that includes all tasks and quantities
referenced by the drawings with a total of $237,654.00.
The completed Bid Form showing detailed unit costs can be found in Appendix A of this proposal.
DocuSign Envelope ID: B4565C67-2180-45AA-B1F4-AD3C921D6B4A
Randall Morris December 4, 2019
Page 3
CLOSING
Stearns, Conrad and Schmidt, Consulting Engineers, Inc appreciates the opportunity to present this
proposal to the City of Denton for your consideration.
If you have any questions or inquiries regarding this proposal, please feel free to contact Jason
Lewallen at 817-680-2264 or Bobby Llanas at 214-605-4666.
Sincerely,
Bobby Llanas Jason Lewallen
Project Coordinator Project Manager
Stearns, Conrad and Schmidt, Consulting
Engineers, Inc Stearns, Conrad and Schmidt, Consulting
Engineers, Inc
DocuSign Envelope ID: B4565C67-2180-45AA-B1F4-AD3C921D6B4A
City of Denton Landfill
Gas Collection and Control System (GCCS) Expansion
12/4/2019
Item No.
Item Description
Units
Estimated
Quantity
Unit Price
Total
1 Mobilization LS 1 $ 8,300 $ 8,300
2 Drilling Mobilization LS 1 $ 8,750 $ 8,750
3 Vertical LFG Extraction Wells (6-inch HDPE SDR 11 Well Casings) VF 997 $ 97 $ 96,709
4 Drilling Past Obstructions/Drilling Less than 2-foot/hour HR 6 $ 1,575 $ 9,450
5 Wellbore Abandonment VF 80 $ 45 $ 3,600
6 2-inch QED Quick-Change Orifice Plate Wellhead (QED Model ORP215) EA 20 $ 800 $ 16,000
7 6-inch HDPE SDR 17 Lateral Pipe LF 1,240 $ 17 $ 21,080
8 8-inch HDPE SDR 17 Lateral Pipe LF 2,000 $ 23 $ 46,000
9 12-inch CMP Road Crossing LF 120 $ 50 $ 6,000
10 18" Tie-in (Outside of waste) EA 2 $ 2,400 $ 4,800
11 8" Tie-in to Lateral Riser EA 1 $ 2,250 $ 2,250
12 8-inch Header Isolation Valve (Gear Operated, Below-Grade) EA 3 $ 2,600 $ 7,800
13 Construction Phase Engineering Services LS 1 $ 6,915 $ 6,915
Total $ 237,654
C:\Users\4264bcl\Documents\Denton\Copy of 20191122 Denton_ GCCS Design Quantities (Draft) SCS ENGINEERS
DocuSign Envelope ID: B4565C67-2180-45AA-B1F4-AD3C921D6B4A
APPENDIX B
DRAWINGS
DocuSign Envelope ID: B4565C67-2180-45AA-B1F4-AD3C921D6B4A
GW-101GW-94GW-98GW-91GW-77GW-76GW-78107108109110111112113114115116117118119120121122123124125126GW-48H7630SCS ENGINEERSDocuSign Envelope ID: B4565C67-2180-45AA-B1F4-AD3C921D6B4A
City of Denton, Texas Contract 7109-005
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
Exhibit B
CITY OF DENTON
INSURANCE REQUIREMENTS FOR CONTRACTORS
Bidder's attention is directed to the insurance requirements below. It is highly recommended
that bidders confer with their respective insurance carriers or brokers to determine in advance
of Bid submission the availability of insurance certificates and endorsements as prescribed
and provided herein. If an apparent low bidder fails to comply strictly with the insurance
requirements, that bidder may be disqualified from award of the contract. Upon bid award, all
insurance requirements shall become contractual obligations, which the successful bidder
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.
As soon as practicable after notification of bid award, Contractor shall file with the Purchasing
Department satisfactory certificates of insurance, containing the bid 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, Contractors are strongly
advised to make such requests prior to bid opening, since the insurance requirements may not be
modified or waived after bid opening unless a written exception has been submitted with the bid.
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- VII or better.
• Any deductibles or self-insured retentions shall be declared in the bid 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:
DocuSign Envelope ID: B4565C67-2180-45AA-B1F4-AD3C921D6B4A
City of Denton, Texas Contract 7109-005
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
• 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 before the expiration date.
• Should any of the required insurance be provided under a claims-made form,
Contractor shall maintain such coverage continuously throughout the term of
this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered.
• Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and
Contractors Protective Liability Insurance.
• Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this
contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall additionally
comply with the following marked specifications, and shall be maintained in compliance with
these additional specifications throughout the duration of the Contract, or longer, if so noted:
[X ] A. General Liability Insurance: General Liability insurance with combined single limits of not less than
$1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of
underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is
DocuSign Envelope ID: B4565C67-2180-45AA-B1F4-AD3C921D6B4A
City of Denton, Texas Contract 7109-005
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
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.
[X] Automobile Liability Insurance:
Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000.00 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 Worker's 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 Worker's Compensation Commission (TWCC).
DocuSign Envelope ID: B4565C67-2180-45AA-B1F4-AD3C921D6B4A
City of Denton, Texas Contract 7109-005
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
[ ] 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 combined bodily injury and property damage per occurrence with a aggregate.
[X] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement.
[ ] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear.
[ ] 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: B4565C67-2180-45AA-B1F4-AD3C921D6B4A
City of Denton, Texas Contract 7109-005
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
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/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification
codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior
to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity
showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity:
1) a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and
DocuSign Envelope ID: B4565C67-2180-45AA-B1F4-AD3C921D6B4A
City of Denton, Texas Contract 7109-005
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
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) 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;
DocuSign Envelope ID: B4565C67-2180-45AA-B1F4-AD3C921D6B4A
City of Denton, Texas Contract 7109-005
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
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: B4565C67-2180-45AA-B1F4-AD3C921D6B4A
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: B4565C67-2180-45AA-B1F4-AD3C921D6B4A
Stearns, Conrad, Schmidt Consulting Engineers, Inc.
C
N/A
X
not applicable new certificate submitted Dec 31 12:51 CST 2019
Cert # 2019-572985
X
12/31/2019
X
X
Certificate Of Completion
Envelope Id: B4565C67218045AAB1F4AD3C921D6B4A Status: Sent
Subject: Please DocuSign: City Council Contract 7109-002 2020 GCCS Expansion & Vertical Extraction Well Inst.
Source Envelope:
Document Pages: 27 Signatures: 4 Envelope Originator:
Certificate Pages: 6 Initials: 1 Laura Hermosillo
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
laura.hermosillo@cityofdenton.com
IP Address: 129.120.6.150
Record Tracking
Status: Original
12/31/2019 12:28:10 PM
Holder: Laura Hermosillo
laura.hermosillo@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Laura Hermosillo
laura.hermosillo@cityofdenton.com
Senior Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 129.120.6.150
Sent: 12/31/2019 12:40:49 PM
Viewed: 12/31/2019 12:41:06 PM
Signed: 12/31/2019 12:41:11 PM
Electronic Record and Signature Disclosure:
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Director of Solid Waste
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City of Denton
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Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
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City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 20-193,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 Professional Services Agreement with Solutient Geosciences,Inc.,for landfill
hydrogeological consulting and analytical services regarding the City’s Landfill monitoring and reporting
requirements as set forth in the contract;providing for the expenditure of funds therefor;and providing an
effective date (File 7109-005 -Professional Services Agreement for consulting and analytical services awarded
to Solutient Geosciences, Inc., in the not-to-exceed amount of $321,415).
City of Denton Printed on 1/24/2020Page 1 of 1
powered by Legistar™
City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Procurement & Compliance
CFO: Antonio Puente, Jr.
DATE: January 28, 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 Professional Services Agreement with Solutient Geosciences,
Inc., for landfill hydrogeological consulting and analytical services regarding the City’s Landfill monitoring
and reporting requirements as set forth in the contract; providing for the expenditure of funds therefor; and
providing an effective date (File 7109-005 – Professional Services Agreement for consulting and analytical
services awarded to Solutient Geosciences, Inc., in the not-to-exceed amount of $321,415).
INFORMATION/BACKGROUND
ln accordance with Texas Commissions on Environmental Quality (TCEQ) approved Groundwater
Sampling and Analysis Plan (GWSAP) and 30 TAC 330, Subchapter F and J, the landfill is required to
conduct quarterly and semi-annual groundwater monitoring events. Failure to conduct the required
groundwater sampling can lead to the revocation of the City's landfill permit, which authorizes Solid Waste
to process and dispose of waste.
Request for Qualifications for professional engineering services was solicited using the City’s formal
solicitation process. City Council approved a pre-qualified list of engineering firms on October 8, 2019
(Ordinance 19-2305).
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
On October 8, 2019 Council approved RFQ 7109 for a prequalified list of professional engineering firms
(Ordinance 19-2305).
On January 27, 2020, this item will be presented to the Public Utilities Board for recommendation to the
City Council for consideration.
RECOMMENDATION
Award a contract with Solutient GeoSciences, Inc. for consulting and analytical services, in a not-to-exceed
amount of $321,415.
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
PRINCIPAL PLACE OF BUSINESSFISCAL INFORMATION
Solutient GeoSciences, Inc.
Tyler, TX
ESTIMATED SCHEDULE OF PROJECT
This project will be started upon approval with a completion date within three (3) years.
FISCAL INFORMATION
These services will be funded from Solid Waste department's operating account 660300.7855. Requisition
# 145035 has been entered in the Purchasing software system in the amount of $92,237.00. The budgeted
amount for this item is $321,415.
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: Brian Boerner, 940-349-8001.
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: E0FFFD1F-C7EF-41A9-B4FA-39D4AF695C9D
7109-005
Hydrogeological Consulting &
Analytical Services
Jody Word
Not Applicable
PSA
City of Denton, Texas Contract 7109-005
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
PROFESSIONAL SERVICES AGREEMENT
FOR CONSULTING SERVICES
FILE 7109-005
STATE OF TEXAS §
COUNTY OF DENTON §
THIS AGREEMENT (the “Agreement”) is made and entered into on
________________________, by and between the City of Denton, Texas, a Texas municipal
corporation, with its principal office at 215 East McKinney Street, Denton, Denton County,
Texas 76201, hereinafter called “OWNER” and Solutient GeoSciences, Inc., with its corporate
office at 3800 Paluxy Drive, Suite 260, Tyler, Texas 75703, hereinafter called
“CONSULTANT,” acting herein, by and through their duly authorized representatives.
WITNESSETH, that in consideration of the covenants and agreements herein contained,
the parties hereto do mutually agree as follows:
ARTICLE I
CONSULTANT AS INDEPENDENT CONTRACTOR
The OWNER has selected CONSULTANT on the basis of demonstrated competence and
qualifications to perform the services herein described for a fair and reasonable price pursuant to
Chapter 2254 of the Texas Government Code. The OWNER hereby contracts with the
CONSULTANT as an independent contractor and not as an employee, and as such, the OWNER
will not assert control over the day-to-day operations of the CONSULTANT. The
CONSULTANT is customarily engaged to provide services as described herein independently
and on a nonexclusive basis in the course of its business. This Agreement does not in any way
constitute a joint venture between OWNER and CONSULTANT. The CONSULTANT hereby
agrees to perform the services described herein based on the skills required for the scope of work
in connection with the Project as stated in the sections to follow, with diligence and in
accordance with the highest professional standards customarily obtained for such services in the
State of Texas. The professional services set out herein are in connection with the following
described project:
The Project shall include, without limitation, Landfill Hydrogeological Consulting and
Analytical Services, as described in Exhibit A.
ARTICLE II
SCOPE OF BASIC SERVICES
The CONSULTANT shall perform the following services in a professional manner:
DocuSign Envelope ID: E0FFFD1F-C7EF-41A9-B4FA-39D4AF695C9D
City of Denton, Texas Contract 7109-005
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
A. To perform all those services set forth in CONSULTANT’s proposal, which proposal is
attached hereto and made a part hereof as Exhibit A as if written word for word herein.
B. CONSULTANT shall perform all those services set forth in individual task orders, as
described in Exhibit A, which shall be attached to this Agreement and made a part
hereof.
C. If there is any conflict between the terms of this Agreement and the exhibits attached to
this Agreement, the terms and conditions of this Agreement will control over the terms
and conditions of the attached exhibits or task orders.
ARTICLE III
ADDITIONAL SERVICES
Additional services to be performed by the CONSULTANT, if authorized by the
OWNER, which are not included in the above-described Basic Services, may be negotiated as
needed, per rates included in Exhibit A.
A. Preparing applications and supporting documents for government grants, loans, or
planning advances and providing data for detailed applications.
B. Preparing data and reports for assistance to OWNER in preparation for hearings before
regulatory agencies, courts, arbitration panels or mediator, giving testimony, personally or
by deposition, and preparations therefore before any regulatory agency, court, arbitration
panel or mediator.
C. Assisting OWNER in preparing for, or appearing at litigation, mediation, arbitration,
dispute review boards, or other legal and/or administrative proceedings in the defense or
prosecution of claims disputes with Contractor(s).
D. Assisting OWNER in the defense or prosecution of litigation in connection with or in
addition to those services contemplated by this AGREEMENT. Such services, if any, shall
be furnished by CONSULTANT on a fee basis negotiated by the respective parties outside
of and in addition to this AGREEMENT.
E. Visits to the site in excess of the number of trips included in Exhibit A.
F. Preparing statements for invoicing or other documentation for billing other than for the
standard invoice for services attached to this professional services agreement.
DocuSign Envelope ID: E0FFFD1F-C7EF-41A9-B4FA-39D4AF695C9D
City of Denton, Texas Contract 7109-005
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
ARTICLE IV
TIME OF COMPLETION
CONSULTANT is authorized to commence work under this contract upon execution of this
AGREEMENT. CONSULTANT shall perform and complete its obligations herein in a prompt
and continuous manner, so as to not delay the completion of the Project in accordance with the
schedules as described in Exhibit A. The contract shall remain effective for a period which may
reasonably be required for the completion of the Project, acceptance by an authorized
representative of the OWNER, exhaustion of authorized funds, or termination as provided in this
Agreement, whichever occurs first.
ARTICLE V
COMPENSATION
A. COMPENSATION TERMS:
1. “Subcontract Expense” is defined as expenses incurred by the CONSULTANT in
employment of others in outside firms for services related to this agreement.
2. “Direct Non-Labor Expense” is defined as that expense for any assignment
incurred by the CONSULTANT for supplies, transportation and equipment,
travel, communications, subsistence, and lodging away from home, and similar
incidental expenses in connection with that assignment.
B. BILLING AND PAYMENT: For and in consideration of the professional services to be
performed by the CONSULTANT herein, the OWNER agrees to pay, based on the cost
estimate detail at an hourly rate shown in Exhibit A which is attached hereto and made a
part of this Agreement as if written word for word herein, a total fee, including
reimbursement for direct non-labor expenses not to exceed $321,415.
Partial payments to the CONSULTANT will be made on the basis of detailed monthly
statements rendered to and approved by the OWNER through its City Manager or his
designee; however, under no circumstances shall any monthly statement for services
exceed the value of the work performed at the time a statement is rendered.
Nothing contained in this Article shall require the OWNER to pay for any work which is
unsatisfactory, as reasonably determined by the City Manager or his designee, or which is
not submitted in compliance with the terms of this Agreement. The OWNER shall not be
required to make any payments to the CONSULTANT when the CONSULTANT is in
default under this Agreement.
It is specifically understood and agreed that the CONSULTANT shall not be authorized
to undertake any work pursuant to this Agreement which would require additional
payments by the OWNER for any charge, expense, or reimbursement above the
maximum not to exceed fee as stated, without first having obtained written authorization
from the OWNER. The CONSULTANT shall not proceed to perform the services listed
DocuSign Envelope ID: E0FFFD1F-C7EF-41A9-B4FA-39D4AF695C9D
City of Denton, Texas Contract 7109-005
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
in Article III “Additional Services,” without obtaining prior written authorization from
the OWNER.
C. ADDITIONAL SERVICES: For additional services authorized in writing by the
OWNER in Article III, the CONSULTANT shall be paid based on the Schedule of
Charges at an hourly rate shown in Exhibit A. Payments for additional services shall be
due and payable upon submission by the CONSULTANT and approval by the City staff,
and shall be in accordance with subsection B hereof. Statements shall not be submitted
more frequently than monthly.
D. PAYMENT: If the OWNER fails to make payments due the CONSULTANT for
services and expenses within thirty (30) days after receipt of the CONSULTANT’s
undisputed statement thereof, the amounts due the CONSULTANT will be paid interest
in accordance with the Texas Government Code 2251.025. Additionally, the
CONSULTANT may, after giving seven (7) days’ written notice to the OWNER,
suspend services under this Agreement until the CONSULTANT has been paid in full all
amounts due for services, expenses, and charges. Nothing herein shall require the
OWNER to pay the late charge if the OWNER reasonably determines that the work is
unsatisfactory, in accordance with this Article V, “Compensation,” there is a bona fide
dispute concerning the amount due, or the invoice was not mailed to the address or in the
form as described in this Agreement. The OWNER will notify CONSULTANT of any
disputes within twenty-one (21) days of receipt of the invoice.
E. Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215
E McKinney St, Denton, TX, 76201-4299. A pro-forma invoice shall be sent to the
contract administrator. It is the intention of the City of Denton to make payment on
completed orders within thirty days after receipt of invoice or items; whichever is later,
unless unusual circumstances arise. Invoices must be fully documented as to labor,
materials, and equipment provided, if applicable, and must reference the City of
Denton Purchase Order Number in order to be processed. No payments shall be
made on invoices not listing a Purchase Order Number.
ARTICLE VI
OBSERVATION AND REVIEW OF THE WORK
The CONSULTANT will exercise reasonable care and due diligence in discovering and
promptly reporting to the OWNER any defects or deficiencies in the work of the
CONSULTANT or any subcontractors or subconsultants.
ARTICLE VII
OWNERSHIP OF DOCUMENTS
All documents prepared or furnished by the CONSULTANT (and CONSULTANT’s
subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and
shall become the property of the OWNER upon the termination of this Agreement. The
CONSULTANT is entitled to retain copies of all such documents. The documents prepared and
DocuSign Envelope ID: E0FFFD1F-C7EF-41A9-B4FA-39D4AF695C9D
City of Denton, Texas Contract 7109-005
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
furnished by the CONSULTANT are intended only to be applicable to this Project, and
OWNER’s use of these documents in other projects shall be at OWNER’s sole risk and expense.
In the event the OWNER uses any of the information or materials developed pursuant to this
Agreement in another project or for other purposes than specified herein, CONSULTANT is
released from any and all liability relating to their use in that project.
ARTICLE VIII
INDEMNITY AGREEMENT
THE CONSULTANT SHALL INDEMNIFY AND SAVE AND HOLD HARMLESS
THE OWNER AND ITS OFFICERS, OFFICIALS, AGENTS, AND EMPLOYEES FROM
AND AGAINST ANY AND ALL LIABILITY, CLAIMS, DEMANDS, DAMAGES,
LOSSES, AND EXPENSES, INCLUDING, BUT NOT LIMITED TO COURT COSTS
AND REASONABLE ATTORNEY FEES ASSERTED AGAINST OR INCURRED BY
THE OWNER, AND INCLUDING, WITHOUT LIMITATION, DAMAGES FOR
BODILY AND PERSONAL INJURY, DEATH AND PROPERTY DAMAGE,
RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OF THE
CONSULTANT OR ITS OFFICERS, SHAREHOLDERS, AGENTS, OR EMPLOYEES
INCIDENTAL TO, RELATED TO, AND IN THE EXECUTION, OPERATION, OR
PERFORMANCE OF THIS AGREEMENT.
Nothing in this Agreement shall be construed to create a liability to any person who is not
a party to this Agreement, and nothing herein shall waive any of the parties’ defenses, both at
law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this
Agreement, including the defense of governmental immunity, which defenses are hereby
expressly reserved.
ARTICLE IX
INSURANCE
During the performance of the services under this Agreement, CONSULTANT shall
maintain insurance in compliance with the requirements of Exhibit B which is attached hereto
and made a part of this Agreement as if written word for word herein.
ARTICLE X
ALTERNATIVE DISPUTE RESOLUTION
The parties may agree to settle any disputes under this Agreement by submitting the
dispute to mediation with each party bearing its own costs of mediation. No mediation arising
out of or relating to this Agreement, involving one party’s disagreement may include the other
party to the disagreement without the other’s approval. Mediation will not be a condition
precedent to suit.
ARTICLE XI
TERMINATION OF AGREEMENT
DocuSign Envelope ID: E0FFFD1F-C7EF-41A9-B4FA-39D4AF695C9D
City of Denton, Texas Contract 7109-005
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
A. Notwithstanding any other provision of this Agreement, either party may terminate by
giving thirty (30) days’ advance written notice to the other party.
B. This Agreement may be terminated in whole or in part in the event of either party
substantially failing to fulfill its obligations under this Agreement. No such termination
will be affected unless the other party is given (1) written notice (delivered by certified
mail, return receipt requested) of intent to terminate and setting forth the reasons
specifying the non-performance, and not less than fifteen (15) calendar days to cure the
failure; and (2) an opportunity for consultation with the terminating party prior to
termination.
C. If the Agreement is terminated prior to completion of the services to be provided
hereunder, CONSULTANT shall immediately cease all services and shall render a final
bill for services to the OWNER within thirty (30) days after the date of termination. The
OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily
performed and for reimbursable expenses to termination incurred prior to the date of
termination, in accordance with Article V “Compensation.” Should the OWNER
subsequently contract with a new consultant for the continuation of services on the
Project, CONSULTANT shall cooperate in providing information. The CONSULTANT
shall turn over all documents prepared or furnished by CONSULTANT pursuant to this
Agreement to the OWNER on or before the date of termination, but may maintain copies
of such documents for its use.
ARTICLE XII
RESPONSIBILITY FOR CLAIMS AND LIABILITIES
Approval by the OWNER shall not constitute, nor be deemed a release of the
responsibility and liability of the CONSULTANT, its employees, associates, agents,
subcontractors, and subconsultants for the accuracy and competency of their designs or other
work; nor shall such approval be deemed to be an assumption of such responsibility by the
OWNER for any defect in the design or other work prepared by the CONSULTANT, its
employees, subcontractors, agents, and consultants.
ARTICLE XIII
NOTICES
All notices, communications, and reports required or permitted under this Agreement
shall be personally delivered or mailed to the respective parties by depositing same in the United
States mail to the address shown below, certified mail, return receipt requested, unless otherwise
specified herein. Mailed notices shall be deemed communicated as of three (3) days’ mailing:
To CONSULTANT: To OWNER:
Solutient GeoSciences, Inc. City of Denton
Leslie A. Jeske, P.G. Purchasing Manager –File 7109-005
3800 Paluxy Drive, Suite 260 901B Texas Street
DocuSign Envelope ID: E0FFFD1F-C7EF-41A9-B4FA-39D4AF695C9D
City of Denton, Texas Contract 7109-005
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
Tyler, Texas 75703 Denton, Texas 76201
All notices shall be deemed effective upon receipt by the party to whom such notice is
given, or within three (3) days’ mailing.
ARTICLE XIV
ENTIRE AGREEMENT
This Agreement and related exhibits constitute the complete and final expression of this
Agreement of the parties, and is intended as a complete and exclusive statement of the terms of
their agreements, and supersedes all prior contemporaneous offers, promises, representations,
negotiations, discussions, communications, and agreements which may have been made in
connection with the subject matter hereof.
ARTICLE XV
SEVERABILITY
If any provision of this Agreement is found or deemed by a court of competent
jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of
this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event,
the parties shall reform this Agreement to replace such stricken provision with a valid and
enforceable provision which comes as close as possible to expressing the intention of the stricken
provision.
ARTICLE XVI
COMPLIANCE WITH LAWS
The CONSULTANT shall comply with all federal, state, and local laws, rules,
regulations, and ordinances applicable to the work covered hereunder as those laws may now
read or hereinafter be amended.
ARTICLE XVII
DISCRIMINATION PROHIBITED
In performing the services required hereunder, the CONSULTANT shall not discriminate
against any person on the basis of race, color, religion, sex, sexual orientation, national origin or
ancestry, age, or physical handicap.
ARTICLE XVIII
PERSONNEL
A. The CONSULTANT represents that it has or will secure, at its own expense, all
personnel required to perform all the services required under this Agreement. Such
personnel shall not be employees or officers of, or have any contractual relations with the
OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or
potential conflict of interest that may arise during the term of this Agreement.
DocuSign Envelope ID: E0FFFD1F-C7EF-41A9-B4FA-39D4AF695C9D
City of Denton, Texas Contract 7109-005
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
B. All services required hereunder will be performed by the CONSULTANT or under its
supervision. All personnel engaged in work shall be qualified, and shall be authorized
and permitted under state and local laws to perform such services.
ARTICLE XIX
ASSIGNABILITY
The CONSULTANT acknowledges that this Agreement is based on the demonstrated
competence and specific qualifications of the CONSULTANT and is therefore personal as to the
CONSULTANT. Therefore, the CONSULTANT shall not assign any interest in this Agreement,
and shall not transfer any interest in this Agreement (whether by assignment, novation, or
otherwise) without the prior written consent of the OWNER.
ARTICLE XX
MODIFICATION
No waiver or modification of this Agreement or of any covenant, condition, or limitation
herein contained shall be valid unless in writing and duly executed by the party to be charged
therewith, and no evidence of any waiver or modification shall be offered or received in evidence
in any proceeding arising between the parties hereto out of or affecting this Agreement, or the
rights or obligations of the parties hereunder, and unless such waiver or modification is in
writing and duly executed; and the parties further agree that the provisions of this section will not
be waived unless as set forth herein.
ARTICLE XXI
MISCELLANEOUS
A. The following exhibits are attached to and made a part of this Agreement:
Exhibit A – Consultant’s Scope of Services Offer, Compensation Rate and Project
Schedule
Exhibit B – Consultant’s Insurance Requirements
What is called for by one exhibit shall be as binding as if called for by all. In the event of
an inconsistency or conflict in this Agreement and any of the provisions of the exhibits,
the inconsistency or conflict shall be resolved by giving precedence first to this
Agreement then to the exhibits in the order in which they are listed above.
B. This Agreement shall be governed by, construed, and enforced in accordance with, and
subject to, the laws of the State of Texas or federal law, where applicable, without regard
to the conflict of law principles of any jurisdiction. In the event there shall be any dispute
arising out of the terms and conditions of, or in connection with, this Agreement, the
party seeking relief shall submit such dispute to the District Courts of Denton County or
if federal diversity or subject matter jurisdiction exists, to the United States District Court
for the Eastern District of Texas-Sherman Division.
DocuSign Envelope ID: E0FFFD1F-C7EF-41A9-B4FA-39D4AF695C9D
City of Denton, Texas Contract 7109-005
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
C. For the purpose of this Agreement, the key persons who will perform most of the work
hereunder shall be Leslie A. Jeske. However, nothing herein shall limit CONSULTANT
from using other equally qualified and competent members of its firm to perform the
services required herein.
D. CONSULTANT shall commence, carry on, and complete any and all projects with all
applicable dispatch, in a sound, economical, and efficient manner and in accordance with
the provisions hereof. In accomplishing the projects, CONSULTANT shall take such
steps as are appropriate to ensure that the work involved is properly coordinated with
related work being carried on by the OWNER.
E. The OWNER shall assist the CONSULTANT by placing at the CONSULTANT’s
disposal all available information pertinent to the Project, including previous reports, any
other data relative to the Project, and arranging for the access thereto, and make all
provisions for the CONSULTANT to enter in or upon public and private property as
required for the CONSULTANT to perform services under this Agreement.
F. The captions of this Agreement are for informational purposes only, and shall not in any
way affect the substantive terms or conditions of this Agreement.
G. 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.
ARTICLE XXII
INDEPENDENT CONTRACTOR
CONSULTANT shall provide services to OWNER as an independent contractor, not as
an employee of the OWNER. CONSULTANT shall not have or claim any right arising from
employee status.
ARTICLE XXIII
RIGHT TO AUDIT
The OWNER shall have the right to audit and make copies of the books, records and
computations pertaining to this agreement. The CONTRACTOR shall retain such books,
records, documents and other evidence pertaining to this agreement during 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 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 this
agreement, and to allow the OWNER 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
DocuSign Envelope ID: E0FFFD1F-C7EF-41A9-B4FA-39D4AF695C9D
City of Denton, Texas Contract 7109-005
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
be borne by the OWNER 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 business days of
receipt of an invoice.
Failure to comply with the provisions of this section shall be a material breach of this contract
and shall constitute, in the OWNER’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.
ARTICLE XXIV
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.
ARTICLE XXV
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.
ARTICLE XXVI
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.
DocuSign Envelope ID: E0FFFD1F-C7EF-41A9-B4FA-39D4AF695C9D
City of Denton, Texas Contract 7109-005
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
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 OWNER 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.
ARTICLE XXVII
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.
DocuSign Envelope ID: E0FFFD1F-C7EF-41A9-B4FA-39D4AF695C9D
City of Denton, Texas Contract 7109-005
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be
executed by its duly authorized City Manager, and CONSULTANT has executed this Agreement
through its duly authorized undersigned officer on this date______________________.
CITY OF DENTON, TEXAS
“OWNER”
__________________________________
TODD HILEMAN, CITY MANAGER
ATTEST:
CITY SECRETARY
BY: _______________________________
SOLUTIENT GEOSCIENCE, INC.,
A TEXAS CORPORATION
“CONSULTANT”
__________________________________
BY: _________________________
ITS: _________________________
__________________________________
TEXAS ETHICS COMMISSION
CERTIFICATE NUMBER
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational
obligations and business terms.
_______________ ________________
SIGNATURE PRINTED NAME
__________________________________
TITLE
__________________________________
DEPARTMENT
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY: ____________________________
DocuSign Envelope ID: E0FFFD1F-C7EF-41A9-B4FA-39D4AF695C9D
President
Leslie A. Jeske
Brian Boerner
Director of Solid Waste
Solid Waste
Solutient GeoSciences, Inc.
3800 Paluxy Drive, Suite 260
Tyler, Texas 75703
(903) 581-4340 Tel (903) 581-4399 Fax
November 21, 2019
Ami Reeder
Regulatory Compliance Manager
City of Denton
1527 S. Mayhill Road
Denton, Tx. 76208
Re:Proposal
2020-2022 Landfill Hydrogeological Consulting and Analytical Services
City of Denton Landfill (MSW Permit No. 1590A)
1527 S. Mayhill Road
Denton (Denton County), Texas
Dear Ms. Reeder:
In accordance with your recent request, Solutient GeoSciences, Inc. (Solutient) is pleased to
submit the following proposal for providing hydrogeological consulting and analytical
services at the City of Denton (City) landfill for a 3-year period commencing January 1, 2020
and ending December 31, 2022 with two 1-year extensions for a total of five years. Solutient
will serve as the City’s professional services consultant relative to all landfill groundwater
monitoring, data review, reporting, and general geological and hydrogeological services, as
needed, for the above referenced facility.
Scope of Services
As we understand it, the work will consist of conducting quarterly and semi-annual
groundwater monitoring events and reporting in accordance with the existing Texas
Commission on Environmental Quality (TCEQ) approved Groundwater Sampling and
Analysis Plan (GWSAP) and 30 TAC, Chapter 330, Subchapters F and J. The following
discussion provides a detailed explanation of the services to be provided.
C Hydrogeological Consulting - includes 1) generation and on-going maintenance
of existing groundwater analytical data base, 2) management and direct
supervision of groundwater monitoring events, 3) review of analytical data, 4)
preparation of annual groundwater monitoring reports, including groundwater
contour maps and semi-annual statistical evaluations, 4) evaluation and submittal
of site-appropriate statistical analysis method(s), and 5) correspondence with
TCEQ regarding groundwater issues. The City will be continually informed of
all monitoring results and provided on-going recommendations and opinions
Exhibit A
Consultant’s Scope of Services Offer and Project Schedule
DocuSign Envelope ID: E0FFFD1F-C7EF-41A9-B4FA-39D4AF695C9D
Ami Reeder, City of Denton
November 21, 2019
Page 2
regarding necessary action, if needed.
C Analytical Services - includes sampling and analysis of groundwater samples
collected at landfill facility in accordance with the TCEQ-approved GWSAP. A
total of twenty groundwater monitoring wells, which comprise the facility (MSW
Permit No. 1590A) groundwater monitoring system, will be gauged, purged, and
sampled using dedicated, low-flow pumps and a Well Wizard® micropurge
system. The wells will be sampled semi-annually for detection monitoring
constituents, which are presented in Table 5-1, GWSAP. Also included in the
work plan is a provision for up to two verification re-sampling/assessment
monitoring events at up to three monitoring wells per year. Assessment samples
would be analyzed for 40 CFR Part 258 Appendix II constituents. Lastly, four
leachate samples will be collected and analyzed for necessary pre-treatment
constituents, as required by the waste water treatment plant and the landfill re-
circulation requirements. All analyses will be performed using EPA-approved
methods by a TCEQ-accredited analytical laboratory.
C Sanitas™ for Ground Water Maintenance Agreement - provides for annual
upgrades and software support of Sanitas™, a statistical analysis software
package used to perform statistical evaluation of groundwater quality data.
C Annual Detection Groundwater Monitoring Report - includes preparation of
annual detection and assessment groundwater monitoring report.
C Background Statistical Evaluation Report - perform evaluation of most recent 2-
year period of analytical data in 2020 and incorporate into background data, as
appropriate.
C Contingency Funding - includes a provision for contingency funds for the
possibility of additional wells to be included for assessment monitoring in the
event any facility well enters assessment monitoring as per recent regulatory
requirements and implementation procedures.
All services provided will be coordinated and performed under the direct supervision of Mr.
Leslie A. Jeske, P.G., Hydrogeologist. Mr. Jeske has served as the primary groundwater
consultant at the City’s landfill since 1999.
Low-flow purging and sampling activities will be conducted using instruments and
equipment owned and maintained by the City. In the event the instruments are found in need
of repair, the City will be promptly notified to insure minimal delays in completing the
scheduled monitoring events. The City will be responsible for all costs associated with
repairs and on-going maintenance.
Cost Estimate
Based upon the above scope of services and our understanding of the project, we have
prepared the attached Probable Cost Estimate which shows the estimated quantities of work
and unit fees. It is estimated that the total amount of this contract for January 1, 2020 -
DocuSign Envelope ID: E0FFFD1F-C7EF-41A9-B4FA-39D4AF695C9D
Ami Reeder, City of Denton
November 21, 2019
Page 3
December 31, 2022 should not exceed $ 321,415.00. In the event additional services are
required beyond those detailed in this contract, such will be performed on a time and
materials basis at the unit rates as shown on the Probable Cost Estimate.
You will be notified if unforeseen conditions are encountered or there is a necessity to
change the scope of work. Additional work will not be performed without first obtaining
your approval of the additional costs. An invoice will be submitted on a monthly basis for
the percent of work completed for each event. It will be based upon the actual work
performed and the unit prices shown in the attached Probable Cost Estimate.
If you have any questions after reviewing this proposal, please do not hesitate to contact me
at (903) 581-4340. As always, we look forward to working with the City in this endeavor.
Very truly yours,
Solutient GeoSciences, Inc.
Leslie A. Jeske, P.G.
Hydrogeologist
Attach: Probable Cost Estimate
DocuSign Envelope ID: E0FFFD1F-C7EF-41A9-B4FA-39D4AF695C9D
PROBABLE COST ESTIMATE
November 21, 2019
2020-2022 Landfill Hydrogeological Consulting and Analytical ServicesCity of Denton Landfill (MSW Permit No. 1590A)Denton (Denton County), Texas
Item Quantity Unit Unit Rate Cost
March 2020 Semi-Annual Detection/Background Monitoring Event:
Statistical Evaluation and Reporting 27 hour 190.00$ 5,130.00$ Groundwater Chemistry Review, Data Base Update, Analytical Data Evaluation Checklist,
Groundwater Contour Map, and Report Preparation:Hydrogeologist 18 hour 190.00$ 3,420.00$ Environmental Technician 60 hour 110.00$ 6,600.00$
Subsistence 4 day 175.00$ 700.00$ Sampling Vehicle 5 day 70.00$ 350.00$ Mileage 450 mile 0.60$ 270.00$
Analytical Services: Updated Table 5-1 GWSAP Constituents (20 wells and 7 QC samples)29 each 339.00$ 9,831.00$
Assessment Appendix II Constituents (MW-4U & 1 QC sample)2 each 1,200.00$ 2,400.00$ Waste Water Table 5-1 and Pre-Treatment Constituents (4 leachate samples)4 each 790.00$ 3,160.00$ Subtotal:31,861.00$
June 2020 Quarterly Verification Re-sampling, & Assessment Monitoring Event:
Statistical Evaluation and Reporting (Verification/Assessment Monitoring)8 hour 190.00$ 1,520.00$ Groundwater Chemistry Review, Data Base Update, Analytical Data Evaluation Checklist,
Groundwater Contour Map, and Report Preparation:Hydrogeologist 12 hour 190.00$ 2,280.00$
Environmental Technician 34 hour 110.00$ 3,740.00$
Subsistence 2 day 175.00$ 350.00$ Sampling Vehicle 3 day 70.00$ 210.00$
Mileage 450 mile 0.60$ 270.00$ Analytical Services: Updated Table 5-1 GWSAP Constituents (3 wells & 2 QC sample)5 each 339.00$ 1,695.00$
Verification/Assessment Appendix II Constituents (3 wells & 2 QC samples)5 each 1,200.00$ 6,000.00$ Subtotal:16,065.00$
September 2020 Semi-Annual Detection/Background Monitoring Event:
Statistical Evaluation and Reporting 27 hour 190.00$ 5,130.00$ Groundwater Chemistry Review, Data Base Update, Analytical Data Evaluation Checklist,
Groundwater Contour Map, and Report Preparation:Hydrogeologist 18 hour 190.00$ 3,420.00$ Environmental Technician 60 hour 110.00$ 6,600.00$
Subsistence 4 day 175.00$ 700.00$ Sampling Vehicle 5 day 70.00$ 350.00$ Mileage 450 mile 0.60$ 270.00$
Analytical Services: Updated Table 5-1 GWSAP Constituents (20 wells and 7 QC samples)29 each 339.00$ 9,831.00$ Assessment Appendix II Constituents (MW-4U & 1 QC sample)2 each 1,200.00$ 2,400.00$
Waste Water Table 5-1 and Pre-Treatment Constituents (4 leachate samples)4 each 790.00$ 3,160.00$ Subtotal:31,861.00$
Hydrogeologist 25 hour 190.00$ 4,750.00$ Subtotal:4,750.00$
2020 Groundwater Statistical Analysis Software:
Sanitas for Groundwater Software Annual Maintenance Agreement (cost +15%)1 LS 450.00$ 450.00$ Subtotal:450.00$
Hydrogeologist 25 hour 190.00$ 4,750.00$ Subtotal:4,750.00$
Subtotal:2,500.00$
2020 TOTAL:92,237.00$
December 2020 Quarterly Verification Re-sampling & Assessment Monitoring Event:
Statistical Evaluation and Reporting (Verification/Assessment Monitoring)8 hour 190.00$ 1,520.00$ Groundwater Chemistry Review, Data Base Update, Analytical Data Evaluation Checklist, Groundwater Contour Map, and Report Preparation:
Hydrogeologist 12 hour 190.00$ 2,280.00$ Environmental Technician 34 hour 110.00$ 3,740.00$
Subsistence 2 day 175.00$ 350.00$
Sampling Vehicle 3 day 70.00$ 210.00$ Mileage 450 mile 0.60$ 270.00$
Analytical Services: Updated Table 5-1 GWSAP Constituents (3 wells & 2 QC sample)5 each 339.00$ 1,695.00$ Verification/Assessment Appendix II Constituents (3 wells & 2 QC samples)5 each 1,200.00$ 6,000.00$ Subtotal:16,065.00$
2020 Update to Background Statistical Evaluation Report:
2020 Annual Detection and Assessment Monitoring Report:
2020 Contingency Funds:
Page 1 of 3
DocuSign Envelope ID: E0FFFD1F-C7EF-41A9-B4FA-39D4AF695C9D
PROBABLE COST ESTIMATE
November 21, 2019
2020-2022 Landfill Hydrogeological Consulting and Analytical ServicesCity of Denton Landfill (MSW Permit No. 1590A)Denton (Denton County), Texas
March 2021 Semi-Annual Detection/Background Monitoring Event:
Statistical Evaluation and Reporting 27 hour 195.00$ 5,265.00$
Groundwater Chemistry Review, Data Base Update, Analytical Data Evaluation Checklist, Groundwater Contour Map, and Report Preparation:Hydrogeologist 18 hour 195.00$ 3,510.00$
Environmental Technician 60 hour 115.00$ 6,900.00$ Subsistence 4 day 180.00$ 720.00$ Sampling Vehicle 5 day 70.00$ 350.00$
Mileage 450 mile 0.60$ 270.00$ Analytical Services:
Updated Table 5-1 GWSAP Constituents (20 wells, 7 QC samples, & 2 leachate samples)29 each 339.00$ 9,831.00$ Assessment Appendix II Constituents (MW-4U & 1 QC sample)2 each 1,200.00$ 2,400.00$ Waste Water Pre-Treatment Constituents (2 leachate samples)4 each 790.00$ 3,160.00$ Subtotal:32,406.00$
June 2021 Quarterly Verification Re-sampling, & Assessment Monitoring Event:
Statistical Evaluation and Reporting (Verification/Assessment Monitoring)8 hour 195.00$ 1,560.00$
Groundwater Chemistry Review, Data Base Update, Analytical Data Evaluation Checklist, Groundwater Contour Map, and Report Preparation:
Hydrogeologist 12 hour 195.00$ 2,340.00$
Environmental Technician 34 hour 115.00$ 3,910.00$ Subsistence 2 day 180.00$ 360.00$
Sampling Vehicle 3 day 70.00$ 210.00$ Mileage 450 mile 0.60$ 270.00$ Analytical Services:
Updated Table 5-1 GWSAP Constituents (3 wells & 1 QC sample)4 each 339.00$ 1,356.00$ Verification/Assessment Appendix II Constituents (3 wells & 2 QC samples)5 each 1,200.00$ 6,000.00$ Subtotal:16,006.00$
September 2021 Semi-Annual Detection/Background Monitoring Event:
Statistical Evaluation and Reporting 27 hour 195.00$ 5,265.00$
Groundwater Chemistry Review, Data Base Update, Analytical Data Evaluation Checklist, Groundwater Contour Map, and Report Preparation:Hydrogeologist 18 hour 195.00$ 3,510.00$
Environmental Technician 60 hour 115.00$ 6,900.00$ Subsistence 4 day 180.00$ 720.00$ Sampling Vehicle 5 day 70.00$ 350.00$
Mileage 450 mile 0.60$ 270.00$ Analytical Services: Updated Table 5-1 GWSAP Constituents (20 wells, 7 QC samples, & 2 leachate samples)29 each 339.00$ 9,831.00$
Assessment Appendix II Constituents (MW-4U & 1 QC sample)2 each 1,200.00$ 2,400.00$ Waste Water Pre-Treatment Constituents (2 leachate samples)4 each 790.00$ 3,160.00$ Subtotal:32,406.00$
Hydrogeologist 20 hour 195.00$ 3,900.00$ Subtotal:3,900.00$
2021 Groundwater Statistical Analysis Software:
Sanitas for Groundwater Software Annual Maintenance Agreement (cost +15%)1 LS 475.00$ 475.00$ Subtotal:475.00$
Subtotal:2,500.00$
2021 TOTAL:103,758.00$
December 2021 Quarterly Verification Re-sampling & Assessment Monitoring Event:
Statistical Evaluation and Reporting (Verification/Assessment Monitoring)8 hour 195.00$ 1,560.00$ Groundwater Chemistry Review, Data Base Update, Analytical Data Evaluation Checklist,
Groundwater Contour Map, and Report Preparation:Hydrogeologist 12 hour 195.00$ 2,340.00$ Environmental Technician 34 hour 115.00$ 3,910.00$
Subsistence 2 day 180.00$ 360.00$ Sampling Vehicle 3 day 70.00$ 210.00$ Mileage 450 mile 0.60$ 270.00$
Analytical Services: Updated Table 5-1 GWSAP Constituents (3 wells & 1 QC sample)4 each 339.00$ 1,356.00$
Verification/Assessment Appendix II Constituents (3 wells & 2 QC samples)5 each 1,200.00$ 6,000.00$ Subtotal:16,006.00$
March 2022 Semi-Annual Detection/Background Monitoring Event:
Statistical Evaluation and Reporting 27 hour 200.00$ 5,400.00$ Groundwater Chemistry Review, Data Base Update, Analytical Data Evaluation Checklist, Groundwater Contour Map, and Report Preparation:
Hydrogeologist 18 hour 200.00$ 3,600.00$
2021 Annual Detection Monitoring Report:
2021 Contingency Funds:
Page 2 of 3
DocuSign Envelope ID: E0FFFD1F-C7EF-41A9-B4FA-39D4AF695C9D
PROBABLE COST ESTIMATE
November 21, 2019
2020-2022 Landfill Hydrogeological Consulting and Analytical ServicesCity of Denton Landfill (MSW Permit No. 1590A)Denton (Denton County), Texas
Environmental Technician 60 hour 120.00$ 7,200.00$
Subsistence 4 day 185.00$ 740.00$ Sampling Vehicle 5 day 70.00$ 350.00$
Mileage 450 mile 0.60$ 270.00$ Analytical Services: Updated Table 5-1 GWSAP Constituents (20 wells, 7 QC samples, & 2 leachate samples)29 each 339.00$ 9,831.00$
Assessment Appendix II Constituents (MW-4U & 1 QC sample)2 each 1,200.00$ 2,400.00$ Waste Water Pre-Treatment Constituents (2 leachate samples)4 each 790.00$ 3,160.00$ Subtotal:32,951.00$
June 2022 Quarterly Verification Re-sampling, & Assessment Monitoring Event:
Statistical Evaluation and Reporting (Verification/Assessment Monitoring)8 hour 200.00$ 1,600.00$
Groundwater Chemistry Review, Data Base Update, Analytical Data Evaluation Checklist, Groundwater Contour Map, and Report Preparation:Hydrogeologist 12 hour 200.00$ 2,400.00$
Environmental Technician 34 hour 120.00$ 4,080.00$ Subsistence 2 day 185.00$ 370.00$ Sampling Vehicle 3 day 70.00$ 210.00$
Mileage 450 mile 0.60$ 270.00$ Analytical Services: Updated Table 5-1 GWSAP Constituents (3 wells & 1 QC sample)4 each 339.00$ 1,356.00$
Verification/Assessment Appendix II Constituents (3 wells & 2 QC samples)5 each 1,200.00$ 6,000.00$ Subtotal:16,286.00$
September 2022 Semi-Annual Detection/Background Monitoring Event:
Statistical Evaluation and Reporting 27 hour 200.00$ 5,400.00$ Groundwater Chemistry Review, Data Base Update, Analytical Data Evaluation Checklist,
Groundwater Contour Map, and Report Preparation:Hydrogeologist 18 hour 200.00$ 3,600.00$ Environmental Technician 60 hour 120.00$ 7,200.00$
Subsistence 4 day 185.00$ 740.00$ Sampling Vehicle 5 day 70.00$ 350.00$ Mileage 450 mile 0.60$ 270.00$
Analytical Services: Updated Table 5-1 GWSAP Constituents (20 wells, 7 QC samples, & 2 leachate samples)29 each 339.00$ 9,831.00$
Assessment Appendix II Constituents (MW-4U & 1 QC sample)2 each 1,200.00$ 2,400.00$ Waste Water Pre-Treatment Constituents (2 leachate samples)4 each 790.00$ 3,160.00$ Subtotal:32,951.00$
Hydrogeologist 20 hour 200.00$ 4,000.00$ Subtotal:4,000.00$
2022 Groundwater Statistical Analysis Software:
Sanitas for Groundwater Software Annual Maintenance Agreement (cost +15%)1 LS 475.00$ 475.00$ Subtotal:475.00$
Hydrogeologist 25 hour 195.00$ 4,875.00$ Subtotal:4,875.00$
Subtotal:2,500.00$
2022 TOTAL:110,044.00$
December 2022 Quarterly Verification Re-sampling & Assessment Monitoring Event:
Statistical Evaluation and Reporting (Verification/Assessment Monitoring)8 hour 180.00$ 1,440.00$ Groundwater Chemistry Review, Data Base Update, Analytical Data Evaluation Checklist,
Groundwater Contour Map, and Report Preparation:Hydrogeologist 12 hour 180.00$ 2,160.00$ Environmental Technician 34 hour 105.00$ 3,570.00$
Subsistence 2 day 185.00$ 370.00$ Sampling Vehicle 3 day 70.00$ 210.00$ Mileage 450 mile 0.60$ 270.00$
Analytical Services: Updated Table 5-1 GWSAP Constituents (3 wells & 1 QC sample)4 each 339.00$ 1,356.00$ Verification/Assessment Appendix II Constituents (3 wells & 2 QC samples)5 each 1,200.00$ 6,000.00$ Subtotal:15,376.00$
TOTAL:321,415.00$
Notes:
1. Scope of work allows for two (2) assessment monitoring events with a total of three (3) wells each.2. Additional work will be performed upon authorization by the City of Denton utilizing the unit rates as shown above.
2022 Contingency Funds:
2022 Update to Background Statistical Evaluation Report:
2022 Annual Detection Monitoring Report:
Page 3 of 3
DocuSign Envelope ID: E0FFFD1F-C7EF-41A9-B4FA-39D4AF695C9D
City of Denton, Texas Contract 7109-005
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
Exhibit B
CITY OF DENTON
INSURANCE REQUIREMENTS FOR CONTRACTORS
Bidder's attention is directed to the insurance requirements below. It is highly recommended
that bidders confer with their respective insurance carriers or brokers to determine in advance
of Bid submission the availability of insurance certificates and endorsements as prescribed
and provided herein. If an apparent low bidder fails to comply strictly with the insurance
requirements, that bidder may be disqualified from award of the contract. Upon bid award, all
insurance requirements shall become contractual obligations, which the successful bidder
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.
As soon as practicable after notification of bid award, Contractor shall file with the Purchasing
Department satisfactory certificates of insurance, containing the bid 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, Contractors are strongly
advised to make such requests prior to bid opening, since the insurance requirements may not be
modified or waived after bid opening unless a written exception has been submitted with the bid.
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- VII or better.
• Any deductibles or self-insured retentions shall be declared in the bid 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:
DocuSign Envelope ID: E0FFFD1F-C7EF-41A9-B4FA-39D4AF695C9D
City of Denton, Texas Contract 7109-005
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
• 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 before the expiration date.
• Should any of the required insurance be provided under a claims-made form,
Contractor shall maintain such coverage continuously throughout the term of
this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered.
• Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and
Contractors Protective Liability Insurance.
• Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this
contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall additionally
comply with the following marked specifications, and shall be maintained in compliance with
these additional specifications throughout the duration of the Contract, or longer, if so noted:
[X ] A. General Liability Insurance: General Liability insurance with combined single limits of not less than
$1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of
underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is
DocuSign Envelope ID: E0FFFD1F-C7EF-41A9-B4FA-39D4AF695C9D
City of Denton, Texas Contract 7109-005
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
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.
[X] Automobile Liability Insurance:
Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000.00 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 Worker's 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 Worker's Compensation Commission (TWCC).
DocuSign Envelope ID: E0FFFD1F-C7EF-41A9-B4FA-39D4AF695C9D
City of Denton, Texas Contract 7109-005
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
[ ] 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 combined bodily injury and property damage per occurrence with a aggregate.
[X] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement.
[ ] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear.
[ ] 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: E0FFFD1F-C7EF-41A9-B4FA-39D4AF695C9D
City of Denton, Texas Contract 7109-005
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
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/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification
codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior
to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity
showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity:
1) a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and
DocuSign Envelope ID: E0FFFD1F-C7EF-41A9-B4FA-39D4AF695C9D
City of Denton, Texas Contract 7109-005
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
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) 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;
DocuSign Envelope ID: E0FFFD1F-C7EF-41A9-B4FA-39D4AF695C9D
City of Denton, Texas Contract 7109-005
Standard Agreement for Engineering Related Design Services
Revised Date: 9/11/18
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: E0FFFD1F-C7EF-41A9-B4FA-39D4AF695C9D
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: E0FFFD1F-C7EF-41A9-B4FA-39D4AF695C9D
C
Solutient GeoSciences, Inc.
X
X
None
X
12/19/2019
X
N/A
Certificate Of Completion
Envelope Id: E0FFFD1FC7EF41A9B4FA39D4AF695C9D Status: Sent
Subject: Please DocuSign: City Council Contract 7109-005 Hydrogeological Consulting & Analytical Services
Source Envelope:
Document Pages: 27 Signatures: 4 Envelope Originator:
Certificate Pages: 6 Initials: 1 Laura Hermosillo
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
laura.hermosillo@cityofdenton.com
IP Address: 129.120.6.150
Record Tracking
Status: Original
12/17/2019 9:45:17 AM
Holder: Laura Hermosillo
laura.hermosillo@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Laura Hermosillo
laura.hermosillo@cityofdenton.com
Senior Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 129.120.6.150
Sent: 12/17/2019 10:11:01 AM
Viewed: 12/17/2019 10:11:10 AM
Signed: 12/17/2019 10:11:16 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: 12/17/2019 10:11:18 AM
Viewed: 12/17/2019 1:01:13 PM
Signed: 12/17/2019 1:04:11 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: 12/17/2019 1:04:13 PM
Viewed: 12/19/2019 2:41:57 PM
Signed: 12/19/2019 2:52:14 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Leslie A. Jeske
ljeske@solutientgeosciences.com
President
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 75.109.193.73
Sent: 12/19/2019 2:52:17 PM
Viewed: 12/19/2019 2:52:41 PM
Signed: 12/19/2019 2:56:40 PM
Electronic Record and Signature Disclosure:
Accepted: 12/19/2019 2:52:41 PM
ID: 18f5b547-4667-4f73-a69a-b8a94ec71f88
Signer Events Signature Timestamp
Brian Boerner
Brian.Boerner@cityofdenton.com
Director of Solid Waste
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 129.120.6.150
Sent: 12/19/2019 2:56:43 PM
Viewed: 12/19/2019 2:57:44 PM
Signed: 12/19/2019 3:40:03 PM
Electronic Record and Signature Disclosure:
Accepted: 12/19/2019 2:57:44 PM
ID: 1e418773-4c65-4ebe-a04b-ef29a0d85eeb
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 12/19/2019 3:40:06 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: 12/17/2019 10:11:18 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: 12/19/2019 3:40:05 PM
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
Zolaina Parker
Zolaina.Parker@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Ami Reeder
Ami.Reeder@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jody Word
jody.word@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 12/19/2019 3:40:06 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
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Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Leslie A. Jeske, Brian Boerner, Todd Hileman
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providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.
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e-mail this disclosure and consent to an address where you will be able to print on paper or
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City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 20-196,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 an Interlocal Cooperative Purchasing Program Agreement with
the Department of Information Resources (DIR)Cooperative Purchasing Network,under the Texas
Government Code,Chapter 252,271,and 791,to authorize City of Denton contracts for the purchase of
various goods and services;authorizing the expenditure of funds therefor;and declaring an effective date (File
7079 - Interlocal Cooperative Purchasing Agreement with the Department of Information Resources).
City of Denton Printed on 1/24/2020Page 1 of 1
powered by Legistar™
City of Denton
______________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Procurement & Compliance
CFO: Antonio Puente, Jr.
DATE: January 28, 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 an Interlocal Cooperative
Purchasing Program Agreement with the Department of Information Resources (DIR)
Cooperative Purchasing Network, under the Texas Government Code, Chapter 252, 271, and
791, to authorize City of Denton contracts for the purchase of various goods and services;
authorizing the expenditure of funds therefor; and declaring an effective date (File 7079 -
Interlocal Cooperative Purchasing Agreement with the Department of Information Resources).
INFORMATION /BACKGROUND
This agreement will allow the City to utilize contracts for goods and services competitively
solicited by the Department of Information Resources. The solicitation process followed meets
all statutory procurement requirements. Upon approval, the City intends to procure information
resources technologies such as hardware, software, servers, and peripherals.
Pricing obtained through the Intergovernmental Cooperative Purchasing Agreement has been
competitively bid and meets the statutory requirements of Texas Government Code Chapters 252
and 271. This allows the City to enter into joint contracts and agreements for the performance of
governmental functions and services including administrative functions normally associated with
the operation of government such as purchasing of necessary materials and supplies. The
attached agreement is an authorization for the City of Denton to participate in contracts awarded
by the State of Texas, acting by and through the Department of Information Resources (DIR).
The contract will remain in effect until terminated by either party.
The City Council previously approved Resolution R92-019 which approved an Interlocal with
the State of Texas. The recommended agreement is specific to the DIR, which is a department of
the State of Texas that specifically deals with technology and technology related contracts.
Chapter 791 of the Government Code requires that all Cooperative Agreements must be
authorized by the governing body, regardless of the dollar amount.
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
RECOMMENDATION
Award an Interlocal Cooperative Purchasing Program Agreement with the State of Texas, acting
by and through the Department of Information Resources.
PRINCIPAL PLACE OF BUSINESS
Department of Information Resources
Austin, TX
ESTIMATED SCHEDULE OF PROJECT
This Agreement is effective upon approval and will remain in effect until terminated by either
party.
FISCAL INFORMATION
Each future acquisition, based on this agreement, will follow the City of Denton fiscal
verification policy and be charged to the appropriate budget account.
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: Lori Hewell, 940-349-7100.
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: 962F8F31-DAF7-409F-8944-A5061CF85D3C
FILE
Not Applicable
DIR Interlocal
7079
Lori Hewell
DIR No: DIR-I^C-ͺͺͺͺ
Department of Information Resources Page 1 of 3 (DIR rev ϭϮ/ϭϬ/2018)
INTERSTATE COOPERATION CONTRACT
for Texas Department of Information Resource Technology Contracts
THIS INTERSTATE COOPERATION CONTRACT is entered into by and between
______________________________________________, with its principal place of business at
____________________________________________________and the STATE OF TEXAS, acting by and through the
DEPARTMENT OF INFORMATION RESOURCES, 300 West 15th Street, Suite 1300, Austin, Texas 78701, pursuant to
the authority granted and in compliance with the provisions of the Interlocal Cooperation Act, Texas Government
Code, Chapter 791 for Texas based Customers and Section 2054.0565, Texas Government Code, for out of state
Customers.
I. STATEMENT OF PURPOSE:
The purpose of this Interstate Cooperation Contract [Contract] is to allow DIR Customer to purchase
information resources technologies through DIR Contracts.
II. CONSIDERATION:
a. Per the Interlocal Cooperation Act, Texas Government Code, § 791.025, or other applicable law, the DIR
Customer satisfies the requirement to seek competitive bids for the purchase of goods and/or services.
b. DIR agrees to allow DIR Customer to procure information resources technologies through existing
Vendor contracts and Vendor contracts that DIR may enter into during the term of this interstate
cooperation contract, in accordance with specifications submitted through purchase orders from
Customer. All DIR Vendor contracts shall be made available to the DIR Customer via the DIR Internet
web site. DIR Customers utilizing the Cooperative Contracts shall issue a Purchase Order directly to the
relevant Vendor. DIR Customers utilizing a DIR Contract for which DIR is the fiscal agent, the DIR
Customer’s Purchase Order shall be issued to DIR.
c. DIR Customer agrees to notify DIR of any substantial problems in quality or service in relations with a
vendor under a DIR vendor contract.
III. PAYMENT FOR GOODS AND SERVICES:
a. DIR Customer shall comply with Chapter 2251, Texas Government Code, or applicable local law, in
making payments to the Vendor. Payment under a DIR Contract shall not foreclose the right to recover
wrongful payments.
b. Payments must be made in accordance with laws and procedures applicable to DIR Customer.
c. DIR Customer agrees to pay the rates and/or prices set by DIR with its vendors. DIR Customer
understands these rates and/or prices include a DIR administrative fee.
d. All purchases executed under a DIR Contract will require a DIR Customer purchase order.
IV. TERM OF CONTRACT:
This Interstate Cooperation Contract shall begin when fully executed by both parties and shall continue
____________________ ____________________________.
Either party, upon written notice, may terminate this contract on thirty (30) days advance written notice.
Customers shall pay for all goods and services received through the effective date of termination.
V. GOVERNING LAW AND OTHER REPRESENTATIONS:
DIR Customer:
[ ] Unit of Texas Local Government hereby certifying that is has statutory authority to perform its duties
hereunder pursuant to Chapter __________________________ Code. 252, 271, and 791
901b Texas St, Denton, TX 76209
x
until terminated by either party
the City of Denton
DocuSign Envelope ID: 962F8F31-DAF7-409F-8944-A5061CF85D3C
DIR No: DIR-I^C-ͺͺͺͺ
Department of Information Resources Page 2 of 3 (DIR rev ϭϮ/ϭ0/2018)
[ ] Non-Texas State agency or unit of local government of another state hereby certifying that it has
statutory authority to enter in to this Interstate Cooperation Contract and perform its duties hereunder
pursuant to ____________________________________________________________________________.
[ ] Customer that is neither a unit of Texas Local Government nor a Non-Texas State agency or unit of local
government of another state hereby certifies that it has statutory authority to enter in to this Interstate
Cooperation Contract and perform its duties hereunder pursuant to
_______________________________________.
VI. CERTIFYING FUNCTION:
Department of Information Resources acting as the owner of the DIR Contracts hereby certifies the
eligibility of the DIR Customer to use the DIR Contracts.
VII. TERMS AND CONDITIONS FOR OUT OF STATE DIR CUSTOMERS:
SELECTIONS PER THE GOVERNING LAW OF THE OUT OF STATE DIR CUSTOMER:
1. In any issue concerning this Interstate Cooperation Contract, or the DIR Contracts, in which DIR is
involved shall be governed by the law of the State of Texas, excluding the conflict of law provisions.
2. Exclusive Venue for any litigation whatsoever involving DIR is the state district court of Travis County,
Texas.
3. DIR Customer’s use of the DIR Contracts shall be governed by the law of the State of
______________________, excluding the conflicts of law provisions.
4. Exclusive Venue for litigation arising between DIR Customer and Vendor from use of the DIR Contracts
is ________________________________________________________________.
5. The following dispute resolution procedures shall be used to resolve disputes arising from use of the DIR
Contracts ____________________________________________________________.
VIII. Notification
All notices under this Interstate Cooperation Contract shall be sent to a party at the respective address
indicated below.
If sent to the DIR:
Kelly Parker
Director, Cooperative Contracts
Department of Information Resources
300 W. 15th Street, Suite 1300
Austin, Texas 78701
Phone: (512) 475-1647
Facsimile: (512) 475-4700
Email: kelly.parker@dir.texas.gov
DIR Customer:
Contact Name:
Customer Name:
Address:
City, State, Zip Code:
Phone Number:
Facsimile:
Email:
parties agree to negotiate prior to prosecuting a suit for
damages.
lori.hewell@cityofdenton.com
940-349-7100
Denton, TX 76205
901b Texas St
City of Denton
Lori Hewell
Denton County
Texas
DocuSign Envelope ID: 962F8F31-DAF7-409F-8944-A5061CF85D3C
DIR No: DIR-I^C-ͺͺͺͺ
Department of Information Resources Page 3 of 3 (DIR rev ϭϮ/ϭ0/2018)
This Interstate Cooperation Contract is executed to be effective as of the date of the last party to sign.
____________________________________
(Insert Entity Name here)
Authorized By:
Name: _________________________________
Title: __________________________________
Date: __________________________________
THE STATE OF TEXAS, acting by and through the DEPARTMENT OF INFORMATION RESOURCES
Authorized By: ___________________________________
Name: Hershel Becker
Title: Chief Procurement Officer
Date: ___________________________________________
Office of General Counsel: __________________________ Date:
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY:
ATTEST:
ROSA RIOS, CITY SECRETARY
BY:
City of Denton
DocuSign Envelope ID: 962F8F31-DAF7-409F-8944-A5061CF85D3C
Certificate Of Completion
Envelope Id: 962F8F31DAF7409F8944A5061CF85D3C Status: Sent
Subject: Please DocuSign: City Council Contract 7079 DIR Interlocal
Source Envelope:
Document Pages: 4 Signatures: 1 Envelope Originator:
Certificate Pages: 6 Initials: 1 Lori Hewell
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
lori.hewell@cityofdenton.com
IP Address: 129.120.6.150
Record Tracking
Status: Original
12/26/2019 1:47:46 PM
Holder: Lori Hewell
lori.hewell@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 129.120.6.150
Sent: 12/26/2019 1:49:31 PM
Viewed: 12/26/2019 1:49:58 PM
Signed: 12/26/2019 1:50:31 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: 12/26/2019 1:50:33 PM
Viewed: 12/26/2019 1:52:24 PM
Signed: 12/26/2019 1:52:28 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: 12/26/2019 1:52:30 PM
Viewed: 12/30/2019 11:28:59 AM
Signed: 12/30/2019 11:30:17 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: 12/30/2019 11:30:18 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:
Signer Events Signature Timestamp
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: 12/26/2019 1:50:33 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: 12/30/2019 11:30:18 AM
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
Zolina Parker
zolina.parker@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 12/30/2019 11:30:18 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. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through your DocuSign, Inc.
(DocuSign) Express user account. Please read the information below carefully and thoroughly,
and if you can access this information electronically to your satisfaction and agree to these terms
and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of
this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. For such copies, as long as you are an authorized user of the
DocuSign system you will have the ability to download and print any documents we send to you
through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
DocuSign account. This will indicate to us that you have withdrawn your consent to receive
required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign Express user account to receive required notices and consents electronically from us
or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: 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..
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
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must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
Required hardware and software
Operating Systems: Windows2000? or WindowsXP?
Browsers (for SENDERS): Internet Explorer 6.0? or above
Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0,
NetScape 7.2 (or above)
Email: Access to a valid email account
Screen Resolution: 800 x 600 minimum
Enabled Security Settings:
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•Users accessing the internet behind a Proxy
Server must enable HTTP 1.1 settings via
proxy connection
** These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.
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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 20-197,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 an Interlocal Cooperative Purchasing Program Agreement with
Sourcewell,under the Texas Government Code Chapters 252,271,and 791,to authorize City of Denton
contracts for the purchase of various goods and services;authorizing the expenditure of funds therefor;and
declaring an effective date (File 7080 - Interlocal Cooperative Purchasing Agreement with Sourcewell).
City of Denton Printed on 1/24/2020Page 1 of 1
powered by Legistar™
City of Denton
______________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Procurement & Compliance
CFO: Antonio Puente, Jr.
DATE: January 28, 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 an Interlocal Cooperative
Purchasing Program Agreement with Sourcewell, under the Texas Government Code Chapters
252, 271, and 791, to authorize City of Denton contracts for the purchase of various goods and
services; authorizing the expenditure of funds therefor; and declaring an effective date (File 7080
- Interlocal Cooperative Purchasing Agreement with Sourcewell).
INFORMATION /BACKGROUND
This agreement will allow the City to utilize contracts for goods and services competitively
solicited by Sourcewell. The solicitation process followed meets all statutory procurement
requirements. Sourcewell has contracts for goods and services related to administration, athletics,
playgrounds, construction equipment, facilities, fleet, technology, public safety and airports.
Pricing obtained through the Intergovernmental Cooperative Purchasing Agreement has been
competitively bid and meets the statutory requirements of Texas Local Government Code
Chapters 252 and 271. This allows the City to enter into joint contracts and agreements for the
performance of governmental functions and services including administrative functions normally
associated with the operation of government such as purchasing of necessary materials and
supplies. The attached agreement is an authorization for the City of Denton to participate in
contracts awarded by Sourcewell. The contract will remain in effect until terminated by either
party.
Chapter 791 of the Government Code requires that all Cooperative Agreements must be
authorized by the governing body, regardless of the dollar amount.
RECOMMENDATION
Award an Interlocal Cooperative Purchasing Program Agreement with Sourcewell.
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
PRINCIPAL PLACE OF BUSINESS
Sourcewell
Staples, MN
ESTIMATED SCHEDULE OF PROJECT
This Agreement is effective upon approval and will remain in effect until terminated by either
party.
FISCAL INFORMATION
Each future acquisition, based on this agreement, will follow the City of Denton fiscal
verification policy and be charged to the appropriate budget account.
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: Lori Hewell, 940-349-7100.
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: 06979C30-1A46-4989-B3FE-BB0B111C349D
Not Applicable
Lori Hewell
FILE
Sourcewell Interlocal
7080
1
Rev. 10/30/18
SOURCEWELL
INTERLOCAL AGREEMENT
This Agreement, made effective on the date hereof, is between Sourcewell (formerly National
Joint Powers Alliance) and ________________________ (hereinafter referred to as
“Governmental Unit”).
Recitals
A. Sourcewell is a service cooperative established by Minn. Stat. §123A.21 as a local unit of
government pursuant to the Minn. Const. art. XII, sec. 3; and
B. Sourcewell is explicitly authorized to provide cooperative purchasing services to eligible
members following a competitive contracting law process to solicit, evaluate, and award
cooperative purchasing contracts for goods and services; and
C. Sourcewell cooperative purchasing contracts are made available through the joint exercise of
powers law to member agencies through Minn. Stat. §471.59; and
D. Membership in Sourcewell is available for all eligible state and local governments,
education, higher education, and nonprofit entities across North America; and
E. Governmental Unit asserts it is authorized by its statutes to utilize contracts competitively
solicited by another governmental unit; and
F. Governmental Unit and Sourcewell desire to enter into this Interlocal Agreement for the
purpose of Governmental Unit accessing available contracts for goods and services from
Sourcewell Awarded Vendors.
Sourcewell and the Governmental Unit hereby agree as follows:
Agreement
1. Sourcewell will make its contracts for goods and services and/or other Sourcewell services
available to the Governmental Unit. The Governmental Unit will be a Sourcewell Service
Member.
2. The Governmental Unit may utilize the contracts or services procured or offered through
Sourcewell to purchase supplies, equipment, materials, and services.
3. The Parties to this Agreement will adhere to any and all applicable laws pertaining to the
procurement of goods and services as they pertain to the laws of their state or nation.
4. This Agreement will become effective on the date hereof and shall remain in effect until
canceled by either party upon thirty (30) days’ written notice to the other party.
the City of Denton
DocuSign Envelope ID: 06979C30-1A46-4989-B3FE-BB0B111C349D
2
Rev. 10/30/18
5. Each party agrees that it is responsible for its acts and the results thereof, to the extent
authorized by law, and will not be responsible for the acts of the other party and the results
thereof. The Governmental Unit will be responsible for all aspects of its purchase, including
ordering its goods and services, inspecting and accepting the goods and services, and paying the
Vendor who will have directly billed the Governmental Unit placing the order.
6. Both Parties to this Agreement agree to strict accountability of all public funds disbursed in
connection with this interlocal agreement as required by each party’s respective laws.
7. To purchase goods and services from Sourcewell contracts, the Governmental Unit must enter
into a purchase order or other subsequent agreement in accordance with the terms and conditions
of Sourcewell contracts and any requirements applicable to the Governmental Unit’s governing
body. The Governmental Unit must send purchase orders directly to the applicable Vendor and
will make payments directly to the Vendor in accordance with its established procedures and
terms of the Sourcewell contract. The Governmental Unit will not use the goods available under
Sourcewell contracts for purposes of resale.
8. Pursuant to Minn. Stat. §471.59, Subd. 5, if applicable, the Parties shall provide for the
disposition of any property acquired as the result of such joint or cooperative exercise of powers,
and the return of any surplus moneys in proportion to contributions of the several contracting
parties after the purpose of the Agreement has been completed.
9. There shall be no financial remunerations by the Governmental Unit to Sourcewell for the use
of Sourcewell procurements, contracts or agreements or the payment of any fees to Sourcewell.
Both Parties to this Agreement acknowledge their individual responsibility to gain ratification of
this agreement through their governing body as required by law.
10. Sourcewell contracts utilized by the Governmental Unit through this Agreement were
procured or will be procured through the Uniform Municipal Contracting law, Minn. Stat.
§471.345.
IN WITNESS, WHEREOF, the parties have executed this Interlocal Agreement effective the day
and year written below.
Governmental Unit Sourcewell
By By
AUTHORIZED SIGNATURE AUTHORIZED SIGNATURE
Its Its
TITLE TITLE
DATE DATE
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY:
ATTEST:
ROSA RIOS, CITY SECRETARY
BY:
DocuSign Envelope ID: 06979C30-1A46-4989-B3FE-BB0B111C349D
Certificate Of Completion
Envelope Id: 06979C301A464989B3FEBB0B111C349D Status: Sent
Subject: Please DocuSign: City Council Contract 7080 Sourcewell Interlocal
Source Envelope:
Document Pages: 3 Signatures: 1 Envelope Originator:
Certificate Pages: 6 Initials: 1 Lori Hewell
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
lori.hewell@cityofdenton.com
IP Address: 129.120.6.150
Record Tracking
Status: Original
12/26/2019 1:43:35 PM
Holder: Lori Hewell
lori.hewell@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 129.120.6.150
Sent: 12/26/2019 1:47:05 PM
Viewed: 12/26/2019 1:50:40 PM
Signed: 12/26/2019 1:51:01 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: 12/26/2019 1:51:03 PM
Viewed: 12/26/2019 1:52:05 PM
Signed: 12/26/2019 1:52:09 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: 12/26/2019 1:52:11 PM
Viewed: 12/30/2019 4:10:59 PM
Signed: 12/30/2019 4:11:57 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 12/30/2019 4:11:59 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:
Signer Events Signature Timestamp
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: 12/26/2019 1:51:02 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: 12/30/2019 4:11:59 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
Zolina Parker
zolina.parker@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 12/30/2019 4:11:59 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
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Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Todd Hileman
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City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 20-200,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 Midwest Tape LLC,for the purchase of digital content through the
hoopla service for the 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 7216 -awarded to Midwest Tape LLC,in the three (3)year not-to-
exceed amount of $227,000).
City of Denton Printed on 1/24/2020Page 1 of 1
powered by Legistar™
City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Procurement & Compliance
CFO: Antonio Puente, Jr.
DATE: January 28, 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 Midwest Tape LLC, for the purchase of digital
content through the hoopla service for the 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 7216 – awarded to Midwest Tape
LLC, in the three (3) year not-to-exceed amount of $227,000).
INFORMATION /BACKGROUND
The Denton Public Library uses the hoopla service to provide simultaneous access for library customers to
thousands of digital titles, including audiobooks, ebooks, comics, music, movies, and TV shows. Hoopla
provides the largest collection of simultaneous use streaming digital content under the pay per circulation
pricing model. All digital content provided is available under one log in and available simultaneously to
all library customers. Under the hoopla pricing model, the library pays for access only to the content
selected by the customer not for all available content. Midwest Tape is the sole source vendor for the hoopla
delivery model and content. No other vendor can provide the number of formats and exclusive content
under this pricing model.
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 Midwest Tape LLC, as a sole source supplier, for the purchase of digital content
through the hoopla service for the Library in a three (3) year not-to-exceed amount of $227,000.
PRINCIPAL PLACE OF BUSINESS
Midwest Tape, LLC.
Holland, OH
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 items/services will be funded from Library budget account 301000.7899. Requisition #145167 has
been entered into the Purchasing software system in the amount of $56,800. The budgeted amount for this
item is $227,000.
EXHIBITS
Exhibit 1: Agenda Information Sheet
Exhibit 2: LLC Members
Exhibit 3: Ordinance and Contract
Respectfully submitted:
Lori Hewell, 940-349-7100
Purchasing Manager
For information concerning this acquisition, contact: Jennifer Bekker, (940) 349-8753.
Legal point of contact: Mack Reinwand at 940-349-8333.
ORDINANCE NO. -----
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL
CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT
WITH MIDWEST TAPE LLC, FOR THE PURCHASE OF DIGITAL CONTENT THROUGH
THE HOOPLA SERVICE FOR THE LffiRARY, 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 7216-AWARDED TO MIDWEST TAPE LLC,
IN THE THREE (3) YEAR NOT-TO-EXCEED AMOUNT OF $227,000).
WHEREAS, Section 252.022 ofthe Local Government Code provides that procurement
of items that are only available from one source, including; items that are only available from
one source because of patents, copyrights, secret processes or natural monopolies; films,
manuscripts or books; electricity, gas, water and other utility purchases; captive replacement
parts or components for equipment; and library materials for a public library that are available
only from the persons holding exclusive distribution rights to the materials; and need not be
submitted to competitive bids; and
WHEREAS, the City Council wishes to procure one or more of the items mentioned in
the above paragraph; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The following purchase of materials, equipment or supplies, as described
in the "File" listed hereon, and on file in the office of the Purchasing Agent, and the license
terms attached are hereby approved:
FILE
NUMBER
7216
VENDOR
Midwest Tape LLC
AMOUNT
$227,000
SECTION 2. The City Council hereby finds that this bid, and the award thereof,
constitutes a procurement of items that are available from only one source, including, items that
are only available from one source because of patents, copyrights, secret processes or natural
monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases;
captive replacement parts or components for equipment; and library materials for a public library
that are available only from the persons holding exclusive distribution rights to the materials; and
need not be submitted to competitive bids.
SECTION 3. The acceptance and approval of the above items shall not constitute a
contract between the City and the person submitting the quotation for such items until such
person shall comply with all requirements specified by the Purchasing Department.
SECTION 4. The City Manager is hereby authorized to execute any contracts relating to
the items specified in Section 1 and the expenditure of funds pursuant to said contracts is hereby
authorized.
SECTION 5. The City Council of the City of Denton, hereby expressly delegates the
authority to take any actions that may be required or permitted to be performed by the City of
Denton under to the City Manager of the City of Denton, or his designee.
SECTION 6. This ordinance shall become effective immediately upon its passage and
approval.
The motion to approve this ordinance was made by and
seconded by the ordinance was passed and approved by
the following vote L__-___]:
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 j/J~t
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
DocuSign Envelope ID: 8B3C96F3-99BA-4BFC-A621-C6E2F0213A54
Hoopla Digital Services
Suzzen Stroman
7216
Not Applicable
FILE
DocuSign Envelope ID: 8B3C96F3-99BA-4BFC-A621-C6E2F0213A54
DocuSign Envelope ID: 8B3C96F3-99BA-4BFC-A621-C6E2F0213A54
DocuSign Envelope ID: 8B3C96F3-99BA-4BFC-A621-C6E2F0213A54
DocuSign Envelope ID: 8B3C96F3-99BA-4BFC-A621-C6E2F0213A54
DocuSign Envelope ID: 8B3C96F3-99BA-4BFC-A621-C6E2F0213A54
DocuSign Envelope ID: 8B3C96F3-99BA-4BFC-A621-C6E2F0213A54
DocuSign Envelope ID: 8B3C96F3-99BA-4BFC-A621-C6E2F0213A54
DocuSign Envelope ID: 8B3C96F3-99BA-4BFC-A621-C6E2F0213A54
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: 8B3C96F3-99BA-4BFC-A621-C6E2F0213A54
Library
Jennifer Bekker
Director of Libraries
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: 8B3C96F3-99BA-4BFC-A621-C6E2F0213A54
Midwest Tape LLC
A
Exhibit B
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: 8B3C96F3-99BA-4BFC-A621-C6E2F0213A54
Certificate Of Completion
Envelope Id: 8B3C96F399BA4BFCA621C6E2F0213A54 Status: Sent
Subject: Please DocuSign: City Council Contract 7216 - Hoopla Digital Services
Source Envelope:
Document Pages: 12 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
12/17/2019 1:42:31 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: 12/17/2019 2:05:17 PM
Viewed: 12/17/2019 2:11:29 PM
Signed: 12/17/2019 2:11:40 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: 47.184.81.15
Sent: 12/17/2019 2:11:43 PM
Resent: 12/18/2019 7:57:11 PM
Viewed: 12/18/2019 8:02:16 PM
Signed: 12/18/2019 8:05:33 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: 12/18/2019 8:05:35 PM
Viewed: 12/19/2019 3:05:09 PM
Signed: 12/19/2019 3:09:12 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jennifer Bekker
Jennifer.Bekker@cityofdenton.com
Director of Libraries
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 129.120.6.150
Sent: 1/6/2020 8:54:47 AM
Viewed: 1/6/2020 8:58:53 AM
Signed: 1/6/2020 9:01:52 AM
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: 1/6/2020 9:01:56 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
Janet Timm
JTimm@midwesttapes.com
Bid Specialist
Janet Timm
Security Level: Email, Account Authentication
(None)
Sent: 12/19/2019 3:09:15 PM
Resent: 12/20/2019 3:58:34 PM
Viewed: 1/3/2020 7:53:31 AM
Electronic Record and Signature Disclosure:
Accepted: 1/3/2020 7:53:31 AM
ID: 0051ede6-69ca-4f41-8b24-f01c269ab299
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
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City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 20-201,Version:1
AGENDA CAPTION
Consider approval of a resolution revising the City of Denton Employee Ethics Policy,reference number 10.00,
within the City of Denton Personnel Policies and Procedures; and providing an effective date.
City of Denton Printed on 1/24/2020Page 1 of 1
powered by Legistar™
City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Procurement/Compliance
CFO: Antonio Puente, Jr.
DATE: January 28, 2020
SUBJECT
Consider approval of a resolution revising the City of Denton Employee Ethics Policy, reference number
10.00, within the City of Denton Personnel Policies and Procedures; and providing an effective date.
BACKGROUND
A Charter Election was held on November 7, 2017 for the purpose of submitting to voters five propositions
for amendments to the Denton City Charter. Proposition D approved the adoption of an ethics ordinance by
the City Council. The City Council hired outside attorney Alan Bojorquez to facilitate the development of
the ethics ordinance that was adopted by Council on May 1, 2018. The ethics ordinance applies to City
Officials, department heads appointed by Council, and vendors.
In an effort to hold all City employees to the same ethical standards as City Officials, City Council adopted
a separate ethics policy, Reference number 10.00, on April 17, 2018 for City employees to reinforce our
commitment to ethical behavior. The ethics policy serves as a resource for employees, setting expectations
and helping to ensure employees are performing their duties in a manner that will protect them as well as
enhance the credibility of the organization.
The goal of the revisions is to clarify definitions and processes, respond to employee feedback received
since implementation, and allow for flexibility to respond to future events not specifically outlined in the
policy. The proposed policy revisions will cover the following:
• Nepotism
o Remove restriction stating temporary and seasonal employees may not be employed by the
operational division longer than 120 calendar days within a twelve-month period.
• Gifts, meals, and events
o Defining nominal value as an item with a value of less than $50, excluding cash and cash
equivalents (e.g., gift cards), if it was not given in exchange for any exercise of official
discretion.
o Allow for exceptions to the gifts, meals, and events to be granted by Compliance or the City
Manager if not specifically outlined in policy. Granted exceptions are to be reported to City
Council.
o Adding exceptions to gifts allowed including:
▪ Items of nominal value received by an employee as part of an appreciation event
sponsored or hosted by the City, a civic organization, or non-profit (vendors
excluded).
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
▪ Items of nominal value received for achievement or recognition.
▪ The meal or perishable items are of nominal value and provided by member(s) of the
public, a non-profit, or a civic organization (vendors excluded) expressing general
appreciation to a department, office, or work group.
• Serving on boards and commissions
o Employees serving on a board or commission that has business with the City must recuse
themselves from discussing or making decisions regarding City business.
o Meeting minutes should reflect employee’s recusal.
Events for Police and Fire that were not contemplated in the original policy but are important to continue
to increase community engagement and staff appreciation are included in the proposed changes. These
types of events are examples of exceptions that the City Manager would be allowed to grant under the
proposed policy revisions and report to Council.
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
A work session report and policy draft were presented at the April 10, 2018 Council meeting. On April
17, 2018, Council approval of a resolution incorporating a City of Denton Employee Ethics Policy,
Reference number 10.00, within the City of Denton Personnel Policies and Procedures.
A work session report and proposed policy changes were presented at the December 17, 2019 Council
meeting.
EXHIBITS
Exhibit 1 - Agenda Information Sheet
Exhibit 2 – Red-lined Ethics Policy
Exhibit 3 – Ethics Resolution and Policy
Respectfully submitted:
Cassey Ogden
Director of Procurement & Compliance
HR/POLICY/10.00 APPROVED BY: (RESOLUTION #)
CITY OF DENTON PAGE 1 OF 15
POLICY/ADMINISTRATIVE PROCEDURE/ADMINISTRATIVE DIRECTIVE
SECTION: Human Resources REFERENCE NUMBER:
10.00
SUBJECT: Ethics INITIAL EFFECTIVE DATE:
4/17/18
TITLE: Ethics LAST REVISION DATE:
1/28/20
POLICY STATEMENT
Public service is a public trust of which all City employees are stewards. It is essential that the public has
confidence in those who act on their behalf in government. It is the City’s policy to promote, uphold, and
demand the highest standards of ethical behavior from all employees. The purpose of this policy is to set ethical
expectations and guidelines, foster an environment of integrity and impartiality, and thereby enhance the City’s
ability to function effectively.
By promoting the City’s values and prohibiting conduct incompatible with the best interest of the organization
and public, risks are minimized and public trust is strengthened. Each City employee must strive to adhere to
the technical compliance and principles set forth in this policy. It is not the purpose of this policy to provide a
mechanism to defame, harass, or abuse employees, or to exploit personal grudges.
This policy is not all-inclusive. It is supplemental to all applicable City policies, ordinances, and State/Federal
laws and regulations. Employees are expected to use reasonable judgement for decisions that are not outlined
in this or other City policies. Other policies may be referenced for more detailed information.
ADMINISTRATIVE PROCEDURES
I. Conflicts of Interest
A conflict of interest is a situation in which personal, and/or financial, considerations have the potential to
influence or compromise professional judgment or actions. Conflicts of interest are challenging
organizational concerns because they are subject to sensitivities based on perception. In order to manage
the associated risks, real or perceived, it is the City’s policy to address conflicts of interest through
disclosure and recusal.
A. General Rules
Employees shall be proactive and transparent with any relationships that are a potential conflict of
interest. Employees shall avoid actions or conduct that they know, or should know, is likely to impact
the personal or financial interests of:
The employee;
The employee’s spouse, child, parent, or member of the household;
An outside client or secondary employer of the employee;
Deleted: 4
Deleted: ,
PAGE 2 OF 15
POLICY/ADMINISTRATIVE PROCEDURE/ADMINISTRATIVE DIRECTIVE (Continued)
TITLE: Ethics REFERENCE NUMBER:
10.00
HR/POLICY/10.00
Deleted: 4
A client or employer of the employee’s spouse, child, parent, or member of the household;
An entity for which the employee serves as an officer, director, or policy maker;
A board or committee to which the employee is appointed; or a person or entity with whom the
employee or their spouse solicited, received, or accepted an offer of employment or business
opportunity within the past twelve (12) months.
B. Disclosure and Recusal
Employees shall proactively report by submitting a disclosure form for any relationship that presents a
potential conflict of interest as soon as they are aware of the conflict. Employees involved in a purchase
or solicitation must submit the required disclosure forms before any solicitation material will be shared
with them. The disclosure forms will be reviewed by Purchasing, Compliance, and Legal to determine
if a conflict exists. If a conflict is identified, the employee will be recused from any decision-making,
influence, or solicitations that involve the vendor or individual(s) identified in the conflict.
C. Training
Employees shall complete annual training regarding this policy.
II. Private Interests
Employees shall not use their position with the City to receive special treatment for themselves or
anyone else;
Employees shall not use their position with the City to unfairly hurt the private interests of another; Employees shall not represent a private interest before the City for compensation;
Employees shall not present private interests to Council, boards, or committees that conflicts with
duties, assignments, or projects for which they are involved and/or have decision making authority;
Employees shall not assert or imply they have the ability to influence City action on any basis other
than the merits; and
Decisions on behalf of the City shall be made on the merits of the issue, not on any personal
considerations.
III. Nepotism
In order to prevent conflicts of interest, to avoid accusations and perceptions of biased conduct, and to maintain
the confidentiality of restricted information, employment of certain related persons by the City, or within
designated City departments, is not allowed. The provisions of this policy apply to persons from outside the
City workforce who are applying for employment, or re-employment, with the City, as well as those employees
applying for or transferring to other positions within the City.
No person shall be appointed to an office, or be employed by the City of Denton, who is related to any member
PAGE 3 OF 15
POLICY/ADMINISTRATIVE PROCEDURE/ADMINISTRATIVE DIRECTIVE (Continued)
TITLE: Ethics REFERENCE NUMBER:
10.00
HR/POLICY/10.00
Deleted: 4
of the City Council or the City Manager within the third degree of affinity (“marriage”) or consanguinity
(“blood”), and this shall apply to heads of departments in their respective departments.
In a department comprised of more than one operational division, an applicant related within the third degree
of marriage or blood to a City employee employed in that operational division will not be eligible for
employment within the same division. An applicant for a job in a department consisting of one operational
division who is related within the third degree of marriage or blood to an employee of the department will not
be eligible for employment in that department. At the discretion of the department head, and with the approval
of the City Manager, or designee, stricter guidelines for business reasons may be instituted as long as the
reasons are not illegal or discriminatory.
An applicant for a temporary or seasonal position within an operational division of the City may be eligible for
the position, without regards to kinship of other employees within that operational division, as long as the
period of employment does not exceed 120 days within a twelve-month period.
An applicant for a job in an operational division that reports to or serves as staff liaison to a City board or
commission is ineligible for employment in that division if the applicant is related within the third degree of
marriage or blood to any member of the board.
NOTE: Nepotism guidelines as defined in approved Meet and Confer agreements will supersede this policy.
A. Kinship
For the purposes of this policy, the following shall constitute familial relationships:
PAGE 4 OF 15
POLICY/ADMINISTRATIVE PROCEDURE/ADMINISTRATIVE DIRECTIVE (Continued)
TITLE: Ethics REFERENCE NUMBER:
10.00
HR/POLICY/10.00
Deleted: 4
Relationships by Blood
YOU
Relationships by Marriage
3rd Degree 2nd Degree 1st Degree 1st Degree 2nd Degree 3rd Degree
Great
grandparents
Great
grandchildren Uncle
Aunt
Nephew
Niece
Siblings
(including ½
siblings)
Grandparents
Grandchildren
Parents
Children
(includes
adoption)
Spouse
(legal or
common-law)
Step Parents
Step
Children
Parents-in-
law
Son-in-law
Daughter-
in-law
Brother-in-law
Sister-in-law
Grandparents-
in-law
Grandchildren-
in-law
Great
grandparents-
in-law
Great
grandchildren-
in-law Uncle-in-law
Aunt-in-law
Nephew-in-
law
Niece-in-law
B. “Operational divisions” within a department will be determined by that department’s organizational
chart and are not necessarily equivalent to a department’s budgetary divisions.
C. An applicant shall be required to list on their application for employment all relatives related within
the third degree of marriage and blood who are employed by the City, serving on the City Council,
or serving on a board or commission. Failure of an applicant to list all applicable relatives employed
by the City, or serving on a board or commission, shall result in the disqualification of the applicant
for the position for which they have applied.
D. No current employee may be appointed or promoted to any supervisor's span of responsibility who is
related within the third degree of marriage or blood to that supervisor.
E. In the event of promotion or marriage between two City employees, the following shall apply:
1. If the affected employees are employed in different departments, or different operational
divisions of a department, those employees may remain with the City and their job positions will
remain unaffected by the marriage or promotion.
2. At the discretion of the department head, married employees may remain and work in the same
division or department if one is not directly reporting to the other and neither is in the same chain
of command. The affected employees may report to the same department head. If however, the
affected employees are unable to meet these criteria, then one must seek a transfer to another
division of that department or another department. This decision shall be made and agreed upon
Deleted: First cousin
Deleted: First cousin-in-law
Deleted: provided that
PAGE 5 OF 15
POLICY/ADMINISTRATIVE PROCEDURE/ADMINISTRATIVE DIRECTIVE (Continued)
TITLE: Ethics REFERENCE NUMBER:
10.00
HR/POLICY/10.00
Deleted: 4
by those employees involved. An employee seeking a transfer will be considered for any City
position for which the employee is qualified but cannot remain in the existing division for more
than six (6) months. Qualifications being equal, the transferring employee shall be given
preferential treatment. If a suitable position cannot be found by the end of this period, one of the
two must terminate, or be subject to reassignment, if another position is available. Reassignment
is subject to the discretion of the City Manager and based on the individual's skills and
qualifications.
F. Relatives of City Council, Boards or Commissions
If an employee is already employed with the City and has been employed with the City at least six
(6) months, then the employee is not required to transfer or resign upon the appointment of a relative
to City Council, a board, or commission. However, an applicant of a relative of an existing City
Council member, board member, or commission member is not eligible for employment in the
operational division, which serves as the liaison to the City Council, board, or commission.
G. Relatives of City Manager or Department Head
If an employee is already employed with the City and has been employed with the City at least six
(6) months, then the employee is not required to transfer or resign upon the hiring of the City Manager
or department head who is a related to the employee within the third degree of marriage or blood.
However, the employee may not report directly to their relative.
H. If the City institutes a reorganization that changes operational divisional or departmental boundaries,
and an employee would then be working within the same operational division as, or supervising, a
member of their immediate family, one of the affected employees must transfer to another operational
division. The six (6) month period to arrange a transfer may be extended in 30-day increments with the
approval of the City Manager, the department director, and the supervisor. The extension shall not
exceed 90 calendar days. If a transfer is not possible, one of the employees will be subject to mandatory
reassignment. If this is not possible, one of the employees will be subject to dismissal. The
determination of which employee shall be reassigned or terminated will be based upon the business
interest of the operational division.
I. Temporary and seasonal employees of the City shall be partially exempt in that two (2) or more members
of the same family who are related within the third degree of marriage or blood may be employed within
the same operational division as long as the following apply:
1. No more than one of the related employees may be a regular (non-temporary and non-seasonal)
employee of the operational division;
Deleted: ,
Deleted: ,
Deleted: .
PAGE 6 OF 15
POLICY/ADMINISTRATIVE PROCEDURE/ADMINISTRATIVE DIRECTIVE (Continued)
TITLE: Ethics REFERENCE NUMBER:
10.00
HR/POLICY/10.00
Deleted: 4
2. Related employees will not occupy positions in the same line of authority in which employees
can initiate, influence, or participate in, directly or indirectly, decisions involving a direct benefit.
Examples of such decisions include, but are not limited to, hiring or rehiring, retention, transfer,
promotion, wages, leave requests, or other working conditions;
3. Employees may not audit, evaluate, or review, in any manner, the related employee’s work;
4. Employees will not be informed of or involved in disciplinary actions or performance
management regarding the related employee’s work;
5. The relationship will not create an adverse impact on work on the department (i.e. reduction in
work productivity, performance, disruption, etc.);
and
J. Any employee relationship, regardless of the position the affected parties are in, that creates a disruption
or potential disruption in the work environment, creates an actual or perceived conflict of interest as
determined by the employee’s supervisor(s), Compliance, the Human Resources Department, or the
City’s Manager’s Office, or is otherwise prohibited by applicable law is not permissible under this
policy.
K. This policy applies to all current employees and candidates for employment.
IV. Gifts, Meals, and Events
A. Gifts or Favors
Employees shall neither solicit, nor accept, gifts or favors offered from an individual, business, or
organization due to their position with the City (See Exceptions).
A gift is defined as any tangible or intangible thing that can be reasonably inferred as benefitting the
employee and/or influencing the employee’s judgement or actions. This includes but is not limited to
cash, cash equivalents (e.g., gift cards), merchandise, food baskets/trays, meals, transportation, lodging,
entertainment, use of facilities or property, and discounts.
Deleted: The related employees may not be in a direct
reporting relationship with each other, a second level
report, or responsible in any manner for the scheduling,
discipline, or work assignments for each other; and,
Deleted: <#>¶
Deleted: <#>The temporary and seasonal employees
may not be employed by the operational division for a period lasting longer than 120 calendar days within a
twelve-month period.¶
Deleted: ,
Moved down [1]: A favor is defined as performing an
action, taking an action, or refraining from an action in a
manner advantageous to an employee, customer, business, or organization in a manner atypical of normal business
practices or policies. Examples include, but are not limited to, waiving charges or fees or providing non-public
information that could be used for financial or political gain. ¶
Deleted: ¶
PAGE 7 OF 15
POLICY/ADMINISTRATIVE PROCEDURE/ADMINISTRATIVE DIRECTIVE (Continued)
TITLE: Ethics REFERENCE NUMBER:
10.00
HR/POLICY/10.00
Deleted: 4
There are a few exceptions to the gift prohibition. Employees should use their best judgement of what
meets this criterion and ask for clarification from their supervisor, Compliance, or Human Resources,
when needed.
Exceptions include:
Items offered or received at an internal employee event sponsored or hosted by the City (e.g.,
Benefits and Wellness Fair);
Items included in event registration and available to all attendees (e.g., conference “swag bags”);
Marketing items of nominal value that are widely distributed via mail or at events (e.g., pens,
notepads, or keychains);
Perishable items of nominal value given by member(s) of the public or a civic organization
expressing general appreciation to a department, office, or work group (e.g., water, cookies);
Items of nominal value received by an employee as part of an appreciation event sponsored or hosted
by the City, a civic organization, or non-profit (vendors excluded);
Items of nominal value received for achievement or recognition in conformance with this Section ;
Items received by an employee under circumstances independent of their position with the City
(e.g., received from a friend, relative, or independent business relationship); orDiscounts that are
available to all City employees; see the City’s solicitation policy (114.01).
If a gift does not meet one or more of these exceptions and is accepted by an employee (or the employee
is unable to respectfully decline the gift), the gift must be disclosed and donated in accordance with
Section IV.D – Disclosure.
Nominal value in this Policy is defined as an item with a value of less than $50, excluding cash and cash
equivalents (e.g., gift cards), if it was not given in exchange for any exercise of official discretion.
A favor is defined as performing an action, taking an action, or refraining from an action in a manner
advantageous to an employee, customer, business, or organization in a manner atypical of normal
business practices or policies. Examples include, but are not limited to, waiving charges or fees or
providing non-public information that could be used for financial or political gain.
Gifts or favors shall neither be solicited nor accepted as part of a quid pro quo arrangement in which
the gift is granted to the employee or expected by the employee in return for the performance of an
official act. Bribery is prohibited, with no exceptions, as stated in Penal Code 36.10.
B. Meals
Employees shall neither solicit nor accept meals offered from an individual, business, or organization
due to their position with the City (See Exceptions). Employees shall further manage the appearance or
risk of impropriety by avoiding meals and/or social functions with individuals, businesses, or
Deleted: a
Deleted: ,
Deleted: City-
Deleted: event
Deleted: for
Deleted: employees
Deleted: (see
Deleted: Achievement or Recognition section C-iii)
Deleted: .
Deleted: or¶
Deleted: . See
Moved (insertion) [1]
PAGE 8 OF 15
POLICY/ADMINISTRATIVE PROCEDURE/ADMINISTRATIVE DIRECTIVE (Continued)
TITLE: Ethics REFERENCE NUMBER:
10.00
HR/POLICY/10.00
Deleted: 4
organizations that can be reasonably inferred as personally benefitting the employee and/or influencing
the employee’s professional judgment or actions. Limited exceptions include:
The meal is provided as part of an approved event, is included in the event’s itinerary and
registration, and is available to all attendees;
The meal is essential to business needs or cannot be avoided in the process of performing essential
duties (each party or their organization must pay for their own meals and disclose);
The meal discount is part of a campaign or corporate policy for City employees;
The meal is included as part of a community event where attendance by the employee is required as
part of their essential duties;
The meal or perishable items are of nominal value and provided by member(s) of the public, a non-
profit, or a civic organization (vendors excluded) expressing general appreciation to a department,
office, or work group; or
The meal is discounted or gifted for reasons independent of the employee’s position with the City.
C. Events
Attendance of events must be deemed essential for training or business needs and approved by the
employee’s chain of command. Events include, but are not limited to, conferences, off-site meetings,
and trade shows. Travel and expenses should also be approved and follow the City’s policies for
reimbursement of expenses (408.01 and 408.03), where applicable.
Discounted or complimentary registration, transportation, meals, or lodging for events are prohibited
with the exception of:
Transportation and lodging discounts that are extended to all government employees or attendees of
the event (e.g., government hotel rate or pay for 2 get 1 free conference registration);
Meals that meet the exceptions outlined in the meals section of this policy (section IV-B);
Scholarships earned from organizations that are not vendors or that do not have the potential to
benefit contractually or financially from the City or its employees;
Admission, transportation, meals, entertainment, or lodging accepted as a guest for a widely-
attended event, such as a convention, conference, symposium, forum, panel discussion, dinner,
viewing, reception or similar event, offered by the sponsor of the event, and unsolicited by the
employee or, including:
o The employee participates in the event as a speaker or panel participant by presenting
information related to matters before the City.
If an event does not meet the exceptions provided above for gifts, meals, or events, , and an employee
feels attendance is necessary for their essential job duties, they can seek prior approval to attend the
Deleted: e
Deleted: ;
Deleted: or
Deleted: <#>Transportation, registration, meals, or
lodging provided due to a speech or service the employee rendered at the event (see Honorariums). ¶
Deleted: if attending or participating in an official
capacity;
Deleted: ¶
Admission to a widely-attended event, such as a
convention, conference, symposium, forum, panel
discussion, dinner, viewing, reception or similar event, offered by the sponsor of the event, and unsolicited by the
employee if attending or participating in an official capacity
Deleted: ;
Deleted: <#>The employee performs a ceremonial
function appropriate to that individual's position with the City. (see Honorariums).¶
Deleted: indicated in the meals and/or events sections
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event from Compliance or the City Manager’s Office. In granting specific exceptions, Compliance or
the City Manager’s Office shall consider if the gratuitous nature of the gift, meal, or event is likely to
unduly influence the employee or interfere with the objective performance of the employee’s official
duties. If in the sole discretion of Compliance or the City Manager’s Office it is determined that
acceptance of a particular gift, meal, or event attendance is reasonably likely to cause the employee to
demonstrate biased behavior or preferential treatment, the request for an exception shall be denied.
i. Honorariums
Honorariums are defined as payment of money or anything of value for an appearance, speech or
article. State law prohibits a public servant from soliciting or accepting an honorarium if the subject
matter is directly related to the person's position with the City. This applies even if the employee
provides the speech or services on their own personal time and there is no expenditure of public
resources. The audience or organization for which the speech or services are being provided is not
a factor or exception. Discounted or complimentary transportation, meals, or lodging are acceptable
in these circumstances.
ii. Games of Chance
A game of chance is defined as any game or contest in which the outcome depends on chance,
regardless of whether there is a cost to participate (e.g., raffles, drawings, or sweepstakes). An
employee who is representing the City at an event or who is attending the event at the City’s expense,
shall not participate in games of chance or accept a prize or award from a game of chance associated
with that event. An exclusion is internal, City-sponsored events (e.g., Benefits and Wellness Fair).
iii. Achievement or Recognition
Employees may accept items of nominal value such as plaques, certificates, trophies, and flowers
that are awarded for recognition of meritorious service or professional achievement and intended
solely for presentation. A trophy is defined as a tangible, durable reminder of a specific achievement,
and serves as recognition or evidence of merit. Trophies provided due to employee performance in
a pre-approved competitive event may be accepted. Employees may accept certification, honorary
membership, or a fellowship awarded on the same terms and based on the same criteria applied to
other candidates or applicants. Acceptance of cash, cash equivalents, or any other prizes that do not
meet these terms are prohibited.
D. Disclosure
Proactive steps should be taken to inform individuals, businesses, and organizations of the City’s
Deleted: E
Deleted: little intrinsic
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policies regarding gifts, meals, and events. Any unsolicited gifts received by an employee, department,
office, or work group that do not meet the exception criteria, are property of the City. Every effort
should be made to decline and/or return the gift to the sender or to donate the gift to an approved
organization. The sender should be contacted to express appreciation and explain the City’s gift policy.
In addition to these gifts, any unsolicited meals that cannot be declined or that do not meet the listed
exceptions, shall be disclosed. Employees shall disclose all such gifts and meals as soon as possible, but
no longer than three (3) business days, from receipt. Disclosure should be provided prior to transporting
gifts for donation.
V. Boards, Commissions, and Association Memberships
Employees serving as members of boards, commissions, or associations (excluding Police and Fire labor
associations) that have business with the City through contract or financial support will require disclosure and
approval to avoid appearance of favoritism, impropriety, and/or conflicts of interest. Prior to serving on a board,
commission, or association, an employee must request prior approval through their department head.
Disagreements with denials should be addressed through the City Manager’s Office. An employee who is
serving on a board at the time of hire and who intends to continue serving must also obtain approval. Before
approving a request, department heads will consider the employee’s position and role in funding and policy
decisions as a board, commission, or association member that could create a conflict or appearance of conflict
of interest for either the employee or the City. Employees must recuse themselves from discussing or making
decisions regarding any City business with the board, commission or association while serving on the board,
commission, or association. The employee must also take steps to ensure the meeting’s minutes adequately
document the recusal.
VI. Confidential Information
Confidential information includes all information held by the City that is not available to the public under
the Texas Public Information Act. An employee shall not use their position to obtain official information about any person or entity
for any purpose other than the performance of their essential duties.
An employee shall not intentionally, knowingly, or recklessly disclose any confidential
information gained by their position concerning the property, operations, policies, employees, or
affairs of the City. This rule does not prohibit:
1. Any disclosure that is no longer confidential by law; or
2. The confidential reporting of illegal or unethical conduct to authorities designated by law.
VII. Secondary Employment
The City shall be the primary employer for all employees for which benefits are being supplied (excludes
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temporary and seasonal employees). An employee may be employed in any capacity in any other business,
trade, occupation or profession while employed by the City, so long as it is determined that such employment
does not tend to bring the City into disrepute, reflect discredit upon the employee, impair independence of
judgment, create a conflict (or appearance of a conflict of interest), or conflict with their employment or
performance as a City employee. It is the intention of this policy to protect the employee and the City from
unintended consequences from secondary employment.
The City recognizes the prerogative of its employees to pursue other employment to occupy their off-duty
hours. However, this must be balanced with the City's need for full productivity during working hours and with
loyalty from its employees.
No City time, resources, personnel, facilities, or equipment may be used in conjunction with secondary
employment, unless authorized in advance by the City Manager or designee.
Secondary employment shall not impair the employee's availability upon emergency recall by the City.
Secondary employment will not be considered an excuse for poor job performance, absenteeism, tardiness, or
refusal to work overtime. Should the secondary employment cause or contribute to any of these situations, it
must be discontinued or the employee will be subject to disciplinary action, up to and including termination
from City employment.
As the primary employer, the employee must recognize the City's need for flexibility and changing schedules
based upon the demand for services or departmental needs.
A. External Secondary Employment
1. Prior to engaging in secondary employment, whether as an employee at another organization,
independent contractor, or self-employed, an employee must request prior approval through their
immediate supervisor and department head. An employee who is working another job at the time of
hire, and who intends to continue the other employment, must also obtain approval as outlined in this
section.
2. All requests for secondary employment must be submitted on a “Secondary Employment Approval
Request” form.
3. Before approving a request for secondary employment, supervisors and department heads must
ensure the secondary employment does not violate City or departmental rules, policies, or procedures
or create a conflict (or appearance of a conflict of interest) for either the employee or the City.
4. If a request for secondary employment is approved, the request must be forwarded to the Human
Resources Department for inclusion in the employee’s personnel file.
5. Approval may be denied or withdrawn at any time by the department head, upon consultation with
the Human Resources Director, or designee, when such employment violates City or departmental
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rules, policies, or procedures or creates a conflict (or appearance of a conflict of interest) for the City.
The reason for denial or withdrawal must be documented in writing to the employee. Disagreements
with denials or withdrawals should be addressed through the City Manager’s Office.
6. Generally, approvals or denials/withdrawals should be communicated to the employee in writing
within 72 hours (excluding weekends) of receiving the Secondary Employment Approval Request
form. Delays to this timeline should be communicated to the employee.
7. An approval form is required for every job outside of the City, regardless of location, nature of
work, or likelihood of a conflict to exist or occur.
8. A review and approval of the secondary employment is required annually. A new approval form
will be required for changes to employers, positions, or work hours for secondary employment.
9. Approval does not constitute the establishment of a joint employment relationship between the City
and any external employer.
10. If the employee accepts secondary employment without approval, the employee may be subject to
disciplinary action, up to and including dismissal from the City.
11. If an employee is injured while self-employed, working as an independent contractor, or working for
another organization, they will not be covered by the City’s workers’ compensation program.
12. If an employee is injured in the course and scope of employment with the City, and is missing time
from work, the employee must seek written approval from the Risk Manager or Human Resources
Director (or their designees) before working their secondary job (reference policy 409.01 – Workers’
Compensation/Salary Continuation Program, Section II. G and/or Section VI. J.2).
B. Internal Secondary Employment
1. A regular full-time employee may have a part-time job in another department if approved by the
supervisor and department head of their full-time job and the relevant guidelines outlined in Section
A above are followed. The full-time job is considered the primary employer. To ensure provisions of
the Fair Labor Standards Act, the Human Resources Director, or designee, must also approve a full-
time employee working a part-time position with the City.
2. Employees may also work more than one part-time job with the City as long as the relevant guidelines
outlined in Section A above are followed. The job the part-time employee is hired in first is considered
the primary employer. The primary employer will be responsible for maintaining all records for the
regular part-time employee, including:
a. Status sheets - pay records
b. Allocation and transfer of charges
The secondary employer must coordinate rate of pay, hours of work, and any other relevant
information with the primary employer.
NOTE: The Police and Fire Departments have established written rules, regulations, and criteria which
Deleted: .
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may be more specific than this policy. In such cases, those rules and regulations will supersede this policy.
VIII. Use of City Resources
An employee shall not use, request, or permit the use of City facilities, personnel, equipment, supplies, or
time for private purposes while on City duty (including political purposes), except:
1. Pursuant to duly adopted City policies, or
2. To the extent and according to the terms that those resources are lawfully available to the public.
See the following City policies for specific information on these resources:
“Email Use” policy (506.05)
“Comprehensive Driving and City Vehicle Use” policy (409.05)
“Investigation and Inspection of City Facilities/Equipment” policy (108.13)
“Use of Social Media” (Section IX)
IX. Use of Social Media
The City recognizes that social media has become a critical source of communication. Many, including City
employees, utilize social media to voice their opinions on both private and public concern matters. This
policy is not intended to prevent employees from making non-confidential communications that are of a
general, legitimate concern. However, employees are strongly encouraged to exercise due diligence and
caution when utilizing social media to post communication, including but not limited to pictures,
documents, or materials, for the public’s view. Internet postings can be detrimental to the City. Employees
should be mindful that social media and internet postings, even when done off duty, may cause unintended
reactions from the public or consequences to the City and its officials and employees.
Guidelines for social media use:
Employees shall effectively communicate that their postings are their own personal opinions and do
not represent the entity in which they are employed (i.e. the City); Employees shall not post any information that is considered confidential, sensitive, or copyrighted
to which they have access due to their position with the City;
Employees must be truthful, courteous, and respectful toward other City employees, customers,
citizens, and City Officials (e.g., City Council, Mayor); and
Employees shall not harass others based on protected characteristics (e.g., race, sex, religion, sexual
orientation, gender identity, national origin, disability status, etc.). See the City’s “Harassment
Prevention/Workplace Abuse” policy (108.10) for additional guidelines regarding discrimination
and harassment.
Deleted: IX
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Employees who distribute or post communication by way of social media, or other means, which has the
effect of any of the following: destroying the efficiency of City employees in performing their duties;
impairing harmony; interfering with or disrupting City operations or functions; undermining authority; or
which prevents successful service with employees’ superiors or close working relationships which are
essential to fulfill public responsibilities, or the ability for employees to perform their duties effectively,
may be subject to disciplinary action. See the City’s disciplinary policy regarding unbecoming conduct
(109.01, Section V-B).
Any employee who believes that their First Amendment Right has been infringed upon may request an
administrative review under Section 109.01 (VI).
Any employee who believes their social media account was compromised, resulting in a communication
that would violate these policy guidelines shall immediately report the incident to Human Resources,
Compliance, or the City Manager’s Office.
For guidelines on social media use on behalf of the City or for City business, see the City’s “Social Media”
policy (505.03).
X. Political Activity
City employees are not restricted from using their right to vote in a City election. The City’s “Absence for
Voting” policy (111.03) outlines leave time for the purpose of voting.
Employee involvement in political campaigns does have limitations, as follows:
Per the City’s “Solicitation” policy (114.01), no employee may engage in political activity while on
duty or while wearing a City uniform;
Per the City’s “Email Use” policy (506.05), the City email system may not be used to solicit political
causes;
Employees shall not display campaign materials on any City property, including but not limited to
vehicles and uniforms;
Employees shall not lobby on behalf of the City without prior written approval from the City
Manager, or designee;
Employees shall refrain from using their influence in any way, for or against, any candidate for any
elective office while engaged in the performance of their duties on the job.
Employees shall not accept gifts or favors for political activity relating to an item on a ballot they
participated in, provided advice relating to, or exercised authority on, while in the scope of their
City employment; and
Employees shall not engage in any conduct in relation to a political campaign which would have
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the effect of destroying the efficiency of City employees, interfering with or disrupting City
operations or functions, impairing harmony, or which prevents successful service with employees’
superiors.
Publicly endorsing a candidate, placing a yard sign on private property, wearing or distributing campaign
material, making financial contributions, or campaigning for a candidate, are permissible under City policy
so long as those activities take place while the employee is off-duty and does not include the use of any
City equipment or resources.
XI. Actions of Others
An employee shall not intentionally or knowingly assist or induce, or attempt to assist or induce,
any person to violate any provision in this Ethics policy.
An employee shall not violate the provisions of this Ethics policy through the acts of another.
XII. Reporting Unethical Conduct
If an employee witnesses or has knowledge that inappropriate, unlawful, or unethical conduct has occurred,
they have a duty to report the actions or behavior through the appropriate channels. Reports of unethical
conduct for non-civil service employees will be reviewed and processed by Human Resources and the City
Manager’s Office. Reports of unethical conduct for civil service Police and Fire employees will be reviewed
and processed in accordance with Chapter 143 of the Texas Local Government Code and, where applicable,
local rules, meet and confer agreement, and departmental standard operating procedures.
Examples of behaviors include, but are not limited to:
Theft or Misuse of City Resources;
Abuse of Position;
Misuse of Confidential Information;
Personal Use of City-Owned Resources;
Bribery;
Falsification of Documents;
Conflicts of Interest; or
Violations of City Procurement Policy.
XIII. Exceptions Generally
If an exception is not specifically provided for in this policy, an employee may seek an exception from
Compliance or the City Manager’s Office. In granting specific exceptions, Compliance or the City
Manager’s Office shall consider the nature of the act or relationship in light of the purposes and objectives
of this policy. Compliance or the City Manager’s Office shall weigh whether public knowledge of the
Deleted: I
Deleted: and whistleblowing
Deleted: <#>Whistleblowing;¶
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granting of the exception would erode public trust in the employee, specifically, and the City, generally.
Of crucial concern shall be whether granting the exception is allowed by law and likely to unduly influence
the employee or interfere with the objective performance of the employee’s official duties. If in the sole
discretion of Compliance or the City Manager’s Office it is determined that granting the exception is not
allowed by law or is reasonably likely to cause the employee to demonstrate biased behavior or preferential
treatment, or further the interests of the employee, personally, without a corresponding benefit to the City
as an organization, the request for an exception should be denied. Granted exceptions must be reported to
City Council.
HR/POLICY/10.00 APPROVED BY: (RESOLUTION #)
CITY OF DENTON PAGE 1 OF 15
POLICY/ADMINISTRATIVE PROCEDURE/ADMINISTRATIVE DIRECTIVE
SECTION: Human Resources REFERENCE NUMBER:
10.00
SUBJECT: Ethics INITIAL EFFECTIVE DATE:
4/17/18
TITLE: Ethics LAST REVISION DATE:
1/28/2020
POLICY STATEMENT
Public service is a public trust of which all City employees are stewards. It is essential that the public has
confidence in those who act on their behalf in government. It is the City’s policy to promote, uphold, and
demand the highest standards of ethical behavior from all employees. The purpose of this policy is to set ethical
expectations and guidelines, foster an environment of integrity and impartiality, and thereby enhance the City’s
ability to function effectively.
By promoting the City’s values and prohibiting conduct incompatible with the best interest of the organization
and public, risks are minimized, and public trust is strengthened. Each City employee must strive to adhere to
the technical compliance and principles set forth in this policy. It is not the purpose of this policy to provide a
mechanism to defame, harass, or abuse employees, or to exploit personal grudges.
This policy is not all-inclusive. It is supplemental to all applicable City policies, ordinances, and State/Federal
laws and regulations. Employees are expected to use reasonable judgement for decisions that are not outlined
in this or other City policies. Other policies may be referenced for more detailed information.
ADMINISTRATIVE PROCEDURES
I. Conflicts of Interest
A conflict of interest is a situation in which personal, and/or financial, considerations have the potential to
influence or compromise professional judgment or actions. Conflicts of interest are challenging
organizational concerns because they are subject to sensitivities based on perception. In order to manage
the associated risks, real or perceived, it is the City’s policy to address conflicts of interest through
disclosure and recusal.
A. General Rules
Employees shall be proactive and transparent with any relationships that are a potential conflict of
interest. Employees shall avoid actions or conduct that they know, or should know, is likely to impact
the personal or financial interests of:
• The employee;
• The employee’s spouse, child, parent, or member of the household;
• An outside client or secondary employer of the employee;
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• A client or employer of the employee’s spouse, child, parent, or member of the household;
• An entity for which the employee serves as an officer, director, or policy maker;
• A board or committee to which the employee is appointed; or a person or entity with whom the
employee or their spouse solicited, received, or accepted an offer of employment or business
opportunity within the past twelve (12) months.
B. Disclosure and Recusal
Employees shall proactively report by submitting a disclosure form for any relationship that presents a
potential conflict of interest as soon as they are aware of the conflict. Employees involved in a purchase
or solicitation must submit the required disclosure forms before any solicitation material will be shared
with them. The disclosure forms will be reviewed by Purchasing, Compliance, and Legal to determine
if a conflict exists. If a conflict is identified, the employee will be recused from any decision-making,
influence, or solicitations that involve the vendor or individual(s) identified in the conflict.
C. Training
Employees shall complete annual training regarding this policy.
II. Private Interests
• Employees shall not use their position with the City to receive special treatment for themselves or
anyone else;
• Employees shall not use their position with the City to unfairly hurt the private interests of another;
• Employees shall not represent a private interest before the City for compensation;
• Employees shall not present private interests to Council, boards, or committees that conflicts with
duties, assignments, or projects for which they are involved and/or have decision making authority;
• Employees shall not assert or imply they have the ability to influence City action on any basis other
than the merits; and
• Decisions on behalf of the City shall be made on the merits of the issue, not on any personal
considerations.
III. Nepotism
In order to prevent conflicts of interest, to avoid accusations and perceptions of biased conduct, and to maintain
the confidentiality of restricted information, employment of certain related persons by the City, or within
designated City departments, is not allowed. The provisions of this policy apply to persons from outside the
City workforce who are applying for employment, or re-employment, with the City, as well as those employees
applying for or transferring to other positions within the City.
No person shall be appointed to an office, or be employed by the City of Denton, who is related to any member
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of the City Council or the City Manager within the third degree of affinity (“marriage”) or consanguinity
(“blood”), and this shall apply to heads of departments in their respective departments.
In a department comprised of more than one operational division, an applicant related within the third degree
of marriage or blood to a City employee employed in that operational division will not be eligible for
employment within the same division. An applicant for a job in a department consisting of one operational
division who is related within the third degree of marriage or blood to an employee of the department will not
be eligible for employment in that department. At the discretion of the department head, and with the approval
of the City Manager, or designee, stricter guidelines for business reasons may be instituted as long as the
reasons are not illegal or discriminatory.
An applicant for a temporary or seasonal position within an operational division of the City may be eligible for
the position, without regards to kinship of other employees within that operational division, as long as the
period of employment does not exceed 120 days within a twelve-month period.
An applicant for a job in an operational division that reports to or serves as staff liaison to a City board or
commission is ineligible for employment in that division if the applicant is related within the third degree of
marriage or blood to any member of the board.
NOTE: Nepotism guidelines as defined in approved Meet and Confer agreements will supersede this policy.
A. Kinship
For the purposes of this policy, the following shall constitute familial relationships:
Relationships by Blood
YOU
Relationships by Marriage
3rd Degree 2nd Degree 1st Degree 1st Degree 2nd Degree 3rd Degree
• Great
grandparents
• Great
grandchildren
• Uncle
• Aunt
• Nephew
• Niece
• Siblings
(including ½
siblings)
• Grandparents
• Grandchildren
• Parents
• Children
(includes
adoption)
• Spouse
(legal or
common-law)
• Step Parents
• Step
Children
• Parents-in-
law
• Son-in-law
• Daughter-
in-law
• Brother-in-law
• Sister-in-law
• Grandparents-
in-law
• Grandchildren-
in-law
• Great
grandparents-
in-law
• Great
grandchildren-
in-law
• Uncle-in-law
• Aunt-in-law
• Nephew-in-
law
• Niece-in-law
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B. “Operational divisions” within a department will be determined by that department’s organizational
chart and are not necessarily equivalent to a department’s budgetary divisions.
C. An applicant shall be required to list on their application for employment all relatives related within
the third degree of marriage and blood who are employed by the City, serving on the City Council,
or serving on a board or commission. Failure of an applicant to list all applicable relatives employed
by the City, or serving on a board or commission, shall result in the disqualification of the applicant
for the position for which they have applied.
D. No current employee may be appointed or promoted to any supervisor's span of responsibility who is
related within the third degree of marriage or blood to that supervisor.
E. In the event of promotion or marriage between two City employees, the following shall apply:
1. If the affected employees are employed in different departments, or different operational
divisions of a department, those employees may remain with the City and their job positions will
remain unaffected by the marriage or promotion.
2. At the discretion of the department head, married employees may remain and work in the same
division or department if one is not directly reporting to the other and neither is in the same chain
of command. The affected employees may report to the same department head. If however, the
affected employees are unable to meet these criteria, then one must seek a transfer to another
division of that department or another department. This decision shall be made and agreed upon
by those employees involved. An employee seeking a transfer will be considered for any City
position for which the employee is qualified but cannot remain in the existing division for more
than six (6) months. Qualifications being equal, the transferring employee shall be given
preferential treatment. If a suitable position cannot be found by the end of this period, one of the
two must terminate, or be subject to reassignment, if another position is available. Reassignment
is subject to the discretion of the City Manager and based on the individual's skills and
qualifications.
F. Relatives of City Council, Boards or Commissions
If an employee is already employed with the City and has been employed with the City at least six
(6) months, then the employee is not required to transfer or resign upon the appointment of a relative
to City Council, a board, or commission. However, an applicant of a relative of an existing City
Council member, board member, or commission member is not eligible for employment in the
operational division, which serves as the liaison to the City Council, board, or commission.
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G. Relatives of City Manager or Department Head
If an employee is already employed with the City and has been employed with the City at least six
(6) months, then the employee is not required to transfer or resign upon the hiring of the City Manager
or department head who is a related to the employee within the third degree of marriage or blood.
However, the employee may not report directly to their relative.
H. If the City institutes a reorganization that changes operational divisional or departmental boundaries,
and an employee would then be working within the same operational division as, or supervising, a
member of their immediate family, one of the affected employees must transfer to another operational
division. The six (6) month period to arrange a transfer may be extended in 30-day increments with the
approval of the City Manager, the department director, and the supervisor. The extension shall not
exceed 90 calendar days. If a transfer is not possible, one of the employees will be subject to mandatory
reassignment. If this is not possible, one of the employees will be subject to dismissal. The
determination of which employee shall be reassigned or terminated will be based upon the business
interest of the operational division.
I. Temporary and seasonal employees of the City shall be partially exempt in that two (2) or more members
of the same family who are related within the third degree of marriage or blood may be employed within
the same operational division as long as the following apply:
1. No more than one of the related employees may be a regular (non-temporary and non-seasonal)
employee of the operational division;
2. Related employees will not occupy positions in the same line of authority in which employees
can initiate, influence, or participate in, directly or indirectly, decisions involving a direct benefit.
Examples of such decisions include, but are not limited to, hiring or rehiring, retention, transfer,
promotion, wages, leave requests, or other working conditions;
3. Employees may not audit, evaluate, or review, in any manner, the related employee’s work;
4. Employees will not be informed of or involved in disciplinary actions or performance
management regarding the related employee’s work;
5. The relationship will not create an adverse impact on work on the department (i.e. reduction in
work productivity, performance, disruption, etc.);
and
J. Any employee relationship, regardless of the position the affected parties are in, that creates a disruption
or potential disruption in the work environment, creates an actual or perceived conflict of interest as
determined by the employee’s supervisor(s), Compliance, the Human Resources Department, or the
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City’s Manager’s Office, or is otherwise prohibited by applicable law is not permissible under this
policy.
K. This policy applies to all current employees and candidates for employment.
IV. Gifts, Meals, and Events
A. Gifts or Favors
Employees shall neither solicit, nor accept, gifts or favors offered from an individual, business, or
organization due to their position with the City (See Exceptions).
A gift is defined as any tangible or intangible thing that can be reasonably inferred as benefitting the
employee and/or influencing the employee’s judgement or actions. This includes but is not limited to
cash, cash equivalents (e.g., gift cards), merchandise, food baskets/trays, meals, transportation, lodging,
entertainment, use of facilities or property, and discounts.
There are a few exceptions to the gift prohibition. Employees should use their best judgement of what
meets this criterion and ask for clarification from their supervisor, Compliance, or Human Resources,
when needed.
Exceptions include:
• Items offered or received at an internal employee event sponsored or hosted by the City (e.g.,
Benefits and Wellness Fair);
• Items included in event registration and available to all attendees (e.g., conference “swag bags”);
• Marketing items of nominal value that are widely distributed via mail or at events (e.g., pens,
notepads, or keychains);
• Perishable items of nominal value given by member(s) of the public or a civic organization
expressing general appreciation to a department, office, or work group (e.g., water, cookies);
• Items of nominal value received by an employee as part of an appreciation event sponsored or hosted
by the City, a civic organization, or non-profit (vendors excluded);
• Items of nominal value received for achievement or recognition in conformance with this Section;
• Items received by an employee under circumstances independent of their position with the City
(e.g., received from a friend, relative, or independent business relationship); or Discounts that are
available to all City employees; see the City’s solicitation policy (114.01).
If a gift does not meet one or more of these exceptions and is accepted by an employee (or the employee
is unable to respectfully decline the gift), the gift must be disclosed and donated in accordance with
Section IV.D – Disclosure.
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Nominal value in this Policy is defined as an item with a value of less than $50, excluding cash and cash
equivalents (e.g., gift cards), if it was not given in exchange for any exercise of official discretion.
A favor is defined as performing an action, taking an action, or refraining from an action in a manner
advantageous to an employee, customer, business, or organization in a manner atypical of normal
business practices or policies. Examples include, but are not limited to, waiving charges or fees or
providing non-public information that could be used for financial or political gain.
Gifts or favors shall neither be solicited nor accepted as part of a quid pro quo arrangement in which
the gift is granted to the employee or expected by the employee in return for the performance of an
official act. Bribery is prohibited, with no exceptions, as stated in Penal Code 36.10.
B. Meals
Employees shall neither solicit nor accept meals offered from an individual, business, or organization
due to their position with the City (See Exceptions). Employees shall further manage the appearance or
risk of impropriety by avoiding meals and/or social functions with individuals, businesses, or
organizations that can be reasonably inferred as personally benefitting the employee and/or influencing
the employee’s professional judgment or actions. Limited exceptions include:
• The meal is provided as part of an approved event, is included in the event’s itinerary and
registration, and is available to all attendees;
• The meal is essential to business needs or cannot be avoided in the process of performing essential
duties (each party or their organization must pay for their own meals and disclose);
• The meal discount is part of a campaign or corporate policy for City employees;
• The meal is included as part of a community event where attendance by the employee is required as
part of their essential duties;
• The meal or perishable items are of nominal value and provided by member(s) of the public, a non-
profit, or a civic organization (vendors excluded) expressing general appreciation to a department,
office, or work group; or
• The meal is discounted or gifted for reasons independent of the employee’s position with the City.
C. Events
Attendance of events must be deemed essential for training or business needs and approved by the
employee’s chain of command. Events include, but are not limited to, conferences, off-site meetings,
and trade shows. Travel and expenses should also be approved and follow the City’s policies for
reimbursement of expenses (408.01 and 408.03), where applicable.
Discounted or complimentary registration, transportation, meals, or lodging for events are prohibited
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with the exception of:
• Transportation and lodging discounts that are extended to all government employees or attendees of
the event (e.g., government hotel rate or pay for 2 get 1 free conference registration);
• Meals that meet the exceptions outlined in the meals section of this policy (section IV-B);
• Scholarships earned from organizations that are not vendors or that do not have the potential to
benefit contractually or financially from the City or its employees; or
• Admission, transportation, meals, entertainment, or lodging accepted as a guest for a widely-
attended event, such as a convention, conference, symposium, forum, panel discussion, dinner,
viewing, reception or similar event, offered by the sponsor of the event, and unsolicited by the
employee, including:
o The employee participates in the event as a speaker or panel participant by presenting
information related to matters before the City.
If an event does not meet the exceptions provided above for gifts, meals, or events, , and an employee
feels attendance is necessary for their essential job duties, they can seek prior approval to attend the
event from Compliance or the City Manager’s Office. In granting specific exceptions, Compliance or
the City Manager’s Office shall consider if the gratuitous nature of the gift, meal, or event is likely to
unduly influence the employee or interfere with the objective performance of the employee’s official
duties. If in the sole discretion of Compliance or the City Manager’s Office it is determined that
acceptance of a particular gift, meal, or event attendance is reasonably likely to cause the employee to
demonstrate biased behavior or preferential treatment, the request for an exception shall be denied.
i. Honorariums
Honorariums are defined as payment of money or anything of value for an appearance, speech or
article. State law prohibits a public servant from soliciting or accepting an honorarium if the subject
matter is directly related to the person's position with the City. This applies even if the employee
provides the speech or services on their own personal time and there is no expenditure of public
resources. The audience or organization for which the speech or services are being provided is not
a factor or exception. Discounted or complimentary transportation, meals, or lodging are acceptable
in these circumstances.
ii. Games of Chance
A game of chance is defined as any game or contest in which the outcome depends on chance,
regardless of whether there is a cost to participate (e.g., raffles, drawings, or sweepstakes). An
employee who is representing the City at an event or who is attending the event at the City’s expense,
shall not participate in games of chance or accept a prize or award from a game of chance associated
with that event. An exclusion is internal, City-sponsored events (e.g., Benefits and Wellness Fair).
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iii. Achievement or Recognition
Employees may accept items of nominal value such as plaques, certificates, trophies, and flowers
that are awarded for recognition of meritorious service or professional achievement and intended
solely for presentation. A trophy is defined as a tangible, durable reminder of a specific achievement,
and serves as recognition or evidence of merit. Trophies provided due to employee performance in
a pre-approved competitive event may be accepted. Employees may accept certification, honorary
membership, or a fellowship awarded on the same terms and based on the same criteria applied to
other candidates or applicants. Acceptance of cash, cash equivalents, or any other prizes that do not
meet these terms are prohibited.
D. Disclosure
Proactive steps should be taken to inform individuals, businesses, and organizations of the City’s
policies regarding gifts, meals, and events. Any unsolicited gifts received by an employee, department,
office, or work group that do not meet the exception criteria, are property of the City. Every effort
should be made to decline and/or return the gift to the sender or to donate the gift to an approved
organization. The sender should be contacted to express appreciation and explain the City’s gift policy.
In addition to these gifts, any unsolicited meals that cannot be declined or that do not meet the listed
exceptions, shall be disclosed. Employees shall disclose all such gifts and meals as soon as possible, but
no longer than three (3) business days, from receipt. Disclosure should be provided prior to transporting
gifts for donation.
V. Boards, Commissions, and Association Memberships
Employees serving as members of boards, commissions, or associations (excluding Police and Fire labor
associations) that have business with the City through contract or financial support will require disclosure and
approval to avoid appearance of favoritism, impropriety, and/or conflicts of interest. Prior to serving on a board,
commission, or association, an employee must request prior approval through their department head.
Disagreements with denials should be addressed through the City Manager’s Office. An employee who is
serving on a board at the time of hire and who intends to continue serving must also obtain approval. Before
approving a request, department heads will consider the employee’s position and role in funding and policy
decisions as a board, commission, or association member that could create a conflict or appearance of conflict
of interest for either the employee or the City. Employees must recuse themselves from discussing or making
decisions regarding any City business with the board, commission or association while serving on the board,
commission, or association. The employee must also take steps to ensure the meeting’s minutes adequately
document the recusal.
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VI. Confidential Information
Confidential information includes all information held by the City that is not available to the public under
the Texas Public Information Act.
• An employee shall not use their position to obtain official information about any person or entity
for any purpose other than the performance of their essential duties.
• An employee shall not intentionally, knowingly, or recklessly disclose any confidential
information gained by their position concerning the property, operations, policies, employees, or
affairs of the City. This rule does not prohibit:
1. Any disclosure that is no longer confidential by law; or
2. The confidential reporting of illegal or unethical conduct to authorities designated by law.
VII. Secondary Employment
The City shall be the primary employer for all employees for which benefits are being supplied (excludes
temporary and seasonal employees). An employee may be employed in any capacity in any other business,
trade, occupation or profession while employed by the City, so long as it is determined that such employment
does not tend to bring the City into disrepute, reflect discredit upon the employee, impair independence of
judgment, create a conflict (or appearance of a conflict of interest), or conflict with their employment or
performance as a City employee. It is the intention of this policy to protect the employee and the City from
unintended consequences from secondary employment.
The City recognizes the prerogative of its employees to pursue other employment to occupy their off-duty
hours. However, this must be balanced with the City's need for full productivity during working hours and with
loyalty from its employees.
No City time, resources, personnel, facilities, or equipment may be used in conjunction with secondary
employment, unless authorized in advance by the City Manager or designee.
Secondary employment shall not impair the employee's availability upon emergency recall by the City.
Secondary employment will not be considered an excuse for poor job performance, absenteeism, tardiness, or
refusal to work overtime. Should the secondary employment cause or contribute to any of these situations, it
must be discontinued or the employee will be subject to disciplinary action, up to and including termination
from City employment.
As the primary employer, the employee must recognize the City's need for flexibility and changing schedules
based upon the demand for services or departmental needs.
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A. External Secondary Employment
1. Prior to engaging in secondary employment, whether as an employee at another organization,
independent contractor, or self-employed, an employee must request prior approval through their
immediate supervisor and department head. An employee who is working another job at the time of
hire, and who intends to continue the other employment, must also obtain approval as outlined in this
section.
2. All requests for secondary employment must be submitted on a “Secondary Employment Approval
Request” form.
3. Before approving a request for secondary employment, supervisors and department heads must
ensure the secondary employment does not violate City or departmental rules, policies, or procedures
or create a conflict (or appearance of a conflict of interest) for either the employee or the City.
4. If a request for secondary employment is approved, the request must be forwarded to the Human
Resources Department for inclusion in the employee’s personnel file.
5. Approval may be denied or withdrawn at any time by the department head, upon consultation with
the Human Resources Director, or designee, when such employment violates City or departmental
rules, policies, or procedures or creates a conflict (or appearance of a conflict of interest) for the City.
The reason for denial or withdrawal must be documented in writing to the employee. Disagreements
with denials or withdrawals should be addressed through the City Manager’s Office.
6. Generally, approvals or denials/withdrawals should be communicated to the employee in writing
within 72 hours (excluding weekends) of receiving the Secondary Employment Approval Request
form. Delays to this timeline should be communicated to the employee.
7. An approval form is required for every job outside of the City, regardless of location, nature of
work, or likelihood of a conflict to exist or occur.
8. A review and approval of the secondary employment is required annually. A new approval form
will be required for changes to employers, positions, or work hours for secondary employment.
9. Approval does not constitute the establishment of a joint employment relationship between the City
and any external employer.
10. If the employee accepts secondary employment without approval, the employee may be subject to
disciplinary action, up to and including dismissal from the City.
11. If an employee is injured while self-employed, working as an independent contractor, or working for
another organization, they will not be covered by the City’s workers’ compensation program.
12. If an employee is injured in the course and scope of employment with the City, and is missing time
from work, the employee must seek written approval from the Risk Manager or Human Resources
Director (or their designees) before working their secondary job (reference policy 409.01 – Workers’
Compensation/Salary Continuation Program, Section II. G and/or Section VI. J.2).
B. Internal Secondary Employment
1. A regular full-time employee may have a part-time job in another department if approved by the
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supervisor and department head of their full-time job and the relevant guidelines outlined in Section
A above are followed. The full-time job is considered the primary employer. To ensure provisions of
the Fair Labor Standards Act, the Human Resources Director, or designee, must also approve a full-
time employee working a part-time position with the City.
2. Employees may also work more than one part-time job with the City as long as the relevant guidelines
outlined in Section A above are followed. The job the part-time employee is hired in first is considered
the primary employer. The primary employer will be responsible for maintaining all records for the
regular part-time employee, including:
a. Status sheets - pay records
b. Allocation and transfer of charges
The secondary employer must coordinate rate of pay, hours of work, and any other relevant
information with the primary employer.
NOTE: The Police and Fire Departments have established written rules, regulations, and criteria which
may be more specific than this policy. In such cases, those rules and regulations will supersede this policy.
VIII. Use of City Resources
An employee shall not use, request, or permit the use of City facilities, personnel, equipment, supplies, or
time for private purposes while on City duty (including political purposes), except:
1. Pursuant to duly adopted City policies, or
2. To the extent and according to the terms that those resources are lawfully available to the public.
See the following City policies for specific information on these resources:
• “Email Use” policy (506.05)
• “Comprehensive Driving and City Vehicle Use” policy (409.05)
• “Investigation and Inspection of City Facilities/Equipment” policy (108.13)
• “Use of Social Media” (Section IX)
IX. Use of Social Media
The City recognizes that social media has become a critical source of communication. Many, including City
employees, utilize social media to voice their opinions on both private and public concern matters. This
policy is not intended to prevent employees from making non-confidential communications that are of a
general, legitimate concern. However, employees are strongly encouraged to exercise due diligence and
caution when utilizing social media to post communication, including but not limited to pictures,
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documents, or materials, for the public’s view. Internet postings can be detrimental to the City. Employees
should be mindful that social media and internet postings, even when done off duty, may cause unintended
reactions from the public or consequences to the City and its officials and employees.
Guidelines for social media use:
• Employees shall effectively communicate that their postings are their own personal opinions and do
not represent the entity in which they are employed (i.e. the City);
• Employees shall not post any information that is considered confidential, sensitive, or copyrighted
to which they have access due to their position with the City;
• Employees must be truthful, courteous, and respectful toward other City employees, customers,
citizens, and City Officials (e.g., City Council, Mayor); and
• Employees shall not harass others based on protected characteristics (e.g., race, sex, religion, sexual
orientation, gender identity, national origin, disability status, etc.). See the City’s “Harassment
Prevention/Workplace Abuse” policy (108.10) for additional guidelines regarding discrimination
and harassment.
Employees who distribute or post communication by way of social media, or other means, which has the
effect of any of the following: destroying the efficiency of City employees in performing their duties;
impairing harmony; interfering with or disrupting City operations or functions; undermining authority; or
which prevents successful service with employees’ superiors or close working relationships which are
essential to fulfill public responsibilities, or the ability for employees to perform their duties effectively,
may be subject to disciplinary action. See the City’s disciplinary policy regarding unbecoming conduct
(109.01, Section V-B).
Any employee who believes that their First Amendment Right has been infringed upon may request an
administrative review under Section 109.01 (VI).
Any employee who believes their social media account was compromised, resulting in a communication
that would violate these policy guidelines shall immediately report the incident to Human Resources,
Compliance, or the City Manager’s Office.
For guidelines on social media use on behalf of the City or for City business, see the City’s “Social Media”
policy (505.03).
X. Political Activity
City employees are not restricted from using their right to vote in a City election. The City’s “Absence for
Voting” policy (111.03) outlines leave time for the purpose of voting.
Employee involvement in political campaigns does have limitations, as follows:
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• Per the City’s “Solicitation” policy (114.01), no employee may engage in political activity while on
duty or while wearing a City uniform;
• Per the City’s “Email Use” policy (506.05), the City email system may not be used to solicit political
causes;
• Employees shall not display campaign materials on any City property, including but not limited to
vehicles and uniforms;
• Employees shall not lobby on behalf of the City without prior written approval from the City
Manager, or designee;
• Employees shall refrain from using their influence in any way, for or against, any candidate for any
elective office while engaged in the performance of their duties on the job.
• Employees shall not accept gifts or favors for political activity relating to an item on a ballot they
participated in, provided advice relating to, or exercised authority on, while in the scope of their
City employment; and
• Employees shall not engage in any conduct in relation to a political campaign which would have
the effect of destroying the efficiency of City employees, interfering with or disrupting City
operations or functions, impairing harmony, or which prevents successful service with employees’
superiors.
Publicly endorsing a candidate, placing a yard sign on private property, wearing or distributing campaign
material, making financial contributions, or campaigning for a candidate, are permissible under City policy
so long as those activities take place while the employee is off-duty and does not include the use of any
City equipment or resources.
XI. Actions of Others
• An employee shall not intentionally or knowingly assist or induce, or attempt to assist or induce,
any person to violate any provision in this Ethics policy.
• An employee shall not violate the provisions of this Ethics policy through the acts of another.
XII. Reporting Unethical Conduct
If an employee witnesses or has knowledge that inappropriate, unlawful, or unethical conduct has occurred,
they have a duty to report the actions or behavior through the appropriate channels. Reports of unethical
conduct for non-civil service employees will be reviewed and processed by Human Resources and the City
Manager’s Office. Reports of unethical conduct for civil service Police and Fire employees will be reviewed
and processed in accordance with Chapter 143 of the Texas Local Government Code and, where applicable,
local rules, meet and confer agreement, and departmental standard operating procedures.
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Examples of behaviors include, but are not limited to:
• Theft or Misuse of City Resources;
• Abuse of Position;
• Misuse of Confidential Information;
• Personal Use of City-Owned Resources;
• Bribery;
• Falsification of Documents;
• Conflicts of Interest; or
• Violations of City Procurement Policy.
XIII. Exceptions Generally
If an exception is not specifically provided for in this policy, an employee may seek an exception from
Compliance or the City Manager’s Office. In granting specific exceptions, Compliance or the City
Manager’s Office shall consider the nature of the act or relationship in light of the purposes and objectives
of this policy. Compliance or the City Manager’s Office shall weigh whether public knowledge of the
granting of the exception would erode public trust in the employee, specifically, and the City, generally.
Of crucial concern shall be whether granting the exception is allowed by law and likely to unduly influence
the employee or interfere with the objective performance of the employee’s official duties. If in the sole
discretion of Compliance or the City Manager’s Office it is determined that granting the exception is not
allowed by law or is reasonably likely to cause the employee to demonstrate biased behavior or preferential
treatment, or further the interests of the employee, personally, without a corresponding benefit to the City
as an organization, the request for an exception should be denied. Granted exceptions must be reported to
City Council.
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 20-202,Version:1
AGENDA CAPTION
Consider adoption of an ordinance of the City of Denton,a Texas home-rule municipal corporation,authorizing
the City Manager,or his designee,to utilize a contract through the North Central Texas Council of
Governments (NCTCOG),Contract #NCT-2016-14,for pavement analysis services;providing the expenditure
of funds therefor;and providing an effective date (File 7224 -awarded to IMS Infrastructure Management
Services, LLC, in the not-to-exceed amount of $422,186.05).
City of Denton Printed on 1/24/2020Page 1 of 1
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City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Procurement & Compliance
CM: Antonio Puente, Jr.
DATE: January 28, 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 utilize a contract through the North Central Texas Council
of Governments (NCTCOG), Contract #NCT-2016-14, for pavement analysis services; providing the
expenditure of funds therefor; and providing an effective date (File 7224 – awarded to IMS Infrastructure
Management Services, LLC, in the not-to-exceed amount of $422,186.05).
INFORMATION/BACKGROUND
IMS has conducted the last two roadway inspections and evaluations in 2009 and 2014. The proposed 2020
pavement study will also include a survey of pavement markings and provide a striping database. Typically,
pavement assessments are performed every 5 to 6 years in order to add new streets and verify the work that
has been completed since the last review.
The City of Denton currently maintains over 1,400 lane miles of roadway and uses a computer-based
Pavement Management System (PMS) to keep the information and run pavement evaluation scenarios from
the information previously obtained. These evaluation scenarios allow the City staff to help select the most
appropriate treatment for each roadway in the network and to prioritize the required maintenance, repair
and reconstruction activities.
The agreement, Contract #NCT-2016-14, began 8/2/2016 for an initial three (3) year period ending on
December 31, 2019, with three (3) optional one (1) year renewals. The first optional renewal was executed,
and the term of the contract was extended through December 30, 2020.
Chapter 271.102 of the Local Government Code authorizes local governments to participate in a cooperative
purchasing program with another local government or local cooperative organization. In lieu of competitive
bidding, items and services may be purchased through such agreements as the agreements have already
been bid by the sponsoring entity or agency. The City of Denton is part of an inter-local agreement with
NCTCOG and several other cities in the area. By doing this as a cooperative effort, the combined purchasing
usage of these entities was utilized to realize competitive pricing and reduced administrative costs of
individual bidding. Pricing obtained through NCTCOG contract 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 July 17, 2018, Council approved the Interlocal Agreement with the North Central Texas Council of
Governments (NCTCOG) (Ordinance 18-1074)
RECOMMENDATION
Award a contract with IMS Infrastructure Management Services, LLC for pavement analysis services in an
amount not-to-exceed $422,186.05.
PRINCIPAL PLACE OF BUSINESS
IMS Infrastructure Management Services, LLC
Temple, AZ
ESTIMATED SCHEDULE OF PROJECT
This project will be started upon approval with a completion date within 4 to 6 months.
FISCAL INFORMATION
These services will be funded from Street Improvement Fund account 285801.6516 and Engineering,
Traffic Division, General Fund account 352001.6516. The budgeted amount for this item is $422,186.05.
EXHIBITS
Exhibit 1: Agenda Information Sheet
Exhibit 2: Pricing Sheet
Exhibit 3: LLC Members
Exhibit 4: Ordinance
Respectfully submitted:
Lori Hewell, 940-349-7100
Purchasing Manager
For information concerning this acquisition, contact: Ethan Cox, 940-349-7421.
Legal point of contact: Mack Reinwand at 940-349-8333.
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 20-247,Version:1
AGENDA CAPTION
Consider adoption of an ordinance of the City of Denton,a Texas home-rule municipal corporation,authorizing
the approval of the first amendment to a Professional Services Agreement between the City of Denton and
Lloyd Gosselink Rochelle &Townsend,P.C.,amending the contract approved by City Council on January 10,
2017,in the not-to-exceed amount of $715,000,to provide for services related to the permitting of the proposed
expansion of the City’s Landfill and for general environmental legal services said first amendment to extend the
term of the Professional Services Agreement to July 10,2021;and providing an effective date (PSA 6288 -
extending a contract with Lloyd Gosselink Rochelle & Townsend, P.C., to July 10, 2021).
City of Denton Printed on 1/24/2020Page 1 of 1
powered by Legistar™
City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Procurement & Compliance
CFO: Antonio Puente, Jr.
DATE: January 28, 2020
SUBJECT
Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation,
authorizing the approval of the first amendment to a Professional Services Agreement between the City of
Denton and Lloyd Gosselink Rochelle & Townsend, P.C., amending the contract approved by City Council
on January 10, 2017, in the not-to-exceed amount of $715,000, to provide for services related to the
permitting of the proposed expansion of the City’s Landfill and for general environmental legal services
said first amendment to extend the term of the Professional Services Agreement to July 10, 2021; and
providing an effective date (PSA 6288 - extending a contract with Lloyd Gosselink Rochelle & Townsend,
P.C., to July 10, 2021).
INFORMATION/BACKGROUND
The Municipal Solid Waste (MSW) permitting and amendment process is a lengthy and complex process
spanning multiple years, involving design, public input, and the involvement of multiple regulatory
agencies on numerous technical and administrative issues. On January 10, 2017, the City of Denton entered
into Professional Services Agreement 6288 with Lloyd Gosselink Rochelle & Townsend, P.C. to provide
specialized, professional legal services to help secure a permit amendment for the City of Denton’s
Municipal Solid Waste (MSW) Facility, MSW Permit# 1590B. The permit amendment review process
within the Texas Commission on Environmental Quality has lasted longer than originally anticipated under
the current contract term extending beyond the original contract term. This amendment provides for
additional time for the remainder of the permitting process including, but not limited to, legal representation
at public meetings and hearings and other efforts required to finalize awarding of a permit modification.
This amendment provides for the extension on the term of the contract without authorizing the expenditure
of additional funding.
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
On January 10, 2017, City Council approved a contract with Lloyd Gosselink Rochelle & Townsend, P.C.,
in the not-to-exceed amount of $715,000 (Ordinance 2017-012).
On January 27, 2020, this item will be presented to the Public Utilities Board for recommendation to the
City Council for consideration.
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
RECOMMENDATION
Award Amendment No. 1 with Lloyd Gosselink Rochelle & Townsend, P.C., for additional services related
to the permitting of the proposed expansion of the city’s landfill and for general environmental legal
services, in the not-to-exceed amount $715,000.
PRINCIPAL PLACE OF BUSINESS
Lloyd Gosselink Rochelle & Townsend, P.C.
Austin, TX
ESTIMATED SCHEDULE OF PROJECT
Depending on the time process involved with review of public comment, representation at public meetings
or a potential contested case hearing, as determined by the Texas Commission on Environmental Quality,
this project is expected to extend up to an additional 18 months, for a total of 54 months.
FISCAL INFORMATION
No additional funding is requested under this request.
EXHIBITS
Exhibit 1: Agenda Information Sheet
Exhibit 2: Original Ordinance and Contract
Exhibit 3: Ordinance and Amendment 1
Respectfully submitted:
Lori Hewell, 940-349-7100
Purchasing Manager
For information concerning this acquisition, contact: Brian Boerner, at 940-349-8001.
Legal point of contact: Mack Reinwand at 940-349-8333.
rIffilyffil
715,000).
WHEREAS, The professional services provider (the "Provider) mentioned in this ordinance
is being selected as the most highly qualified on the basis of its demonstrated competence and
qualifications to perform the proposed professional services; and
WHEREAS, The fees under the proposed contract are fair and reasonable and are consistent
with and not higher than the recommended practices and fees published by the professional
associations applicable to the Provider's profession and such fees do not exceed the maximum
provided by law; NOW, THEREFORE,
SECTION 1. That the City Manager is hereby authorized to enter into a professional service
contract with Lloyd Gosselink Rochelle & Townsend, P.C., to provide professional legal services for
the proposed expansion ofthe City's landfill, a copy of which is attached hereto and incorporated by
reference herein.
SECTION 2, The City Manager is authorized to expend funds as required by the attached
contract.
SECTION 3. The City Council of the City of Denton, Texas hereby expressly delegates the
authority to take any actions that may be required or permitted to be performed by the City of Denton
under File 6288 to the City Manager of the City of Denton, Texas, or his designee.
ASECTION
4. The findings in the preamble of this ordinance are incorporated herein by
reference.
SECTION 5. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the day of VAX2017.
x.'11_ fS A 1" 'S, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
1
ff-AlvEel M04
BY:
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Granicus #
Ordinance #
DocuSign Envelope ID: A8832B3E-A50D-42EB-A2CE-65E448821D72
CONTRACT FOR PROFESSIONAL LEGAL SERVICES
FILE 6288 STATE OF TEXAS §
COUNTY OF DENTON § This AGREEMENT, made and entered into this the date ____________________, by and between Lloyd Gosselink Rochelle & Townsend, P.C., 816 Congress Avenue, Suite 1900, Austin, Texas 78701, hereinafter referred to as “Consultant”, and the City of Denton, a Texas
municipal corporation, 215 East McKinney, Denton, Texas 76201, hereinafter referred to as
“City”. WITNESSETH
WHEREAS, City finds it necessary to employ outside legal counsel to perform professional legal services regarding permitting of the proposed expansion of the City of Denton Landfill and General Environmental Legal Services; and WHEREAS, Consultant is willing to perform such services in a professional manner as
an independent contractor; and WHEREAS, City desires to engage Consultant to render the professional services in connection therewith, and Consultant is willing to provide such services;
NOW, THEREFORE, in consideration of the promises and mutual obligations herein, the parties hereto do hereby mutually AGREE as follows: 1. SCOPE OF SERVICES
Consultant shall perform the following services in a professional manner working as an independent contractor not under the direct supervision and control of City: Services to be provided:
1. Consultant shall evaluate the relevant facts and circumstances and shall advise City, by
written opinion, with respect to its options and the legality of such options, regarding researching and responding to requests for legal services. 2. Consultant shall also consult, as requested, with the City Manager, the City Attorney, and
any other designated City staff respecting any and all aspects of the services to be
performed under this Contract. 3. Consultant shall perform all the professional services required in a timely fashion, and shall complete same in compliance with schedules established by City through its City
DocuSign Envelope ID: A8832B3E-A50D-42EB-A2CE-65E448821D72
Contract For Professional Legal Services – Page 2
Attorney, through discussions with Consultant, as appropriate to carry out the terms and
conditions of this Contract. 2. TERM This Contract shall be for a term of 36 months, beginning effective on this date
_____________________________. This Contract may be sooner terminated in accordance with the provisions hereof. Time is of the essence, and Consultant shall make all reasonable efforts to complete the services set forth herein as expeditiously as possible during the term of this Contract, and to meet the schedules established by City, through its City Attorney, or as the progress of this matter may require.
3. COMPENSATION AND METHOD OF PAYMENT A. Consultant shall charge the following fees for its professional services hereunder, based on rates described in Exhibit A of this agreement.
B. Consultant will try to reduce costs whenever feasible by utilizing qualified principals, associates, paralegals, and law clerks. Consultant shall bill City through the submission of itemized invoices, statements, and other documentation, together with supporting data indicating the progress of the work and the services performed on the basis of monthly
statements showing hourly rates indicating who performed the work, what type of work was done, and descriptions and/or details of all services rendered, along with specific description and supporting documentation, if available, respecting any reasonable and necessary out-of-pocket expenses incurred.
C. Consultant estimates and City agrees that all charges for the legal services hereunder, including reasonable out-of-pocket expenses, shall not exceed seven hundred fifteen thousand dollars ($715,000), and Consultant agrees to notify City and seek a modification of the Contract should the total fees exceed such amount.
D. City shall either pay directly or reimburse Consultant, as the case may be, for reasonable and necessary actual out-of-pocket expenses, including but not limited to, long-distance telephone, telecopier, reproduction, overnight courier, on-line research, and travel. All copies will be charged at the rate of ten cents ($0.10) per copy for copies made within Consultant’s offices, with as much photocopying as possible being done by outside vendors
at bulk rates or by the city to reduce costs if bulk copying is necessary. The parties agree that
there will be no charges for outgoing telecopies or incoming telecopies. Whenever feasible, City encourages cost savings by the use of computer files in Microsoft Word or Adobe Acrobat formats, attached to e-mail transmissions.
E. The parties anticipate invoices or statements for services will be generated on a monthly
basis and that said invoices or statements will be sent on or about the 1st day of each month. City shall make payment to Consultant within 30 days of the satisfactory completion of services and receipt of an itemized invoice or statement. All reimbursable expenses, including, but not necessarily limited to travel, lodging, and meals shall be paid at the actual
DocuSign Envelope ID: A8832B3E-A50D-42EB-A2CE-65E448821D72
Contract For Professional Legal Services – Page 3
cost, pursuant to the terms, conditions, and limitations hereinabove set forth. All invoices
and bills shall be approved for payment by the City Attorney. F. It is understood that Consultant shall work with the coordination and general supervision of the City Attorney or the Deputy City Attorney.
G. All notices, billing statements and invoices shall be made in writing and may be given by personal delivery or by mail. Notices and invoices sent by mail shall be addressed to: Accounts Payable, 215 East McKinney, Denton, Texas 76201. When so addressed, the notice, invoice, and/or payment shall be deemed given upon deposit in the United States Mail, postage prepaid. In all other instances, notices, invoices, and/or payments shall be
deemed given at the time of actual delivery. Changes may be made in the names and addresses of the responsible person or office to whom notices, invoices, and/or payments are to be sent, provided reasonable written notice is given. H. Consultant is generally authorized to engage the services of qualified local counsel, service
vendors, consulting experts, and testifying experts, as reasonably necessary to accomplish the services herein, reduce costs, or increase efficiency. Consultant shall obtain City’s prior written approval before engaging local counsel, licensed investigators, consulting experts, or testifying experts. Consultant may select and engage service providers such as court
reporters, videographers, document reproduction services, and the like at Consultant’s
professional discretion without specific approval. All such services shall be paid by
Consultant, and invoiced back to City as a line item in Consultant’s next monthly invoice, to be reimbursed by City at actual cost. Unless otherwise stated, such expenses shall be a component of the budget set forth in paragraph 3.C. of this Contract.
4. PROFESSIONAL COMPETENCY A. Consultant agrees that in the performance of these professional services, Consultant shall be responsible for the level of competency and shall use the same degree of skill and care presently maintained by other practicing professionals performing the same or similar types
of work. For the purpose of this Contract, the key persons who will be performing most of the work hereunder shall be Paul Gosselink. However, nothing herein shall limit Consultant from using other qualified and competent members of its firm to perform the services required herein.
B. All legal opinions and other legal documents prepared or obtained under the terms of this
Contract are instruments of service and City shall retain ownership and a property interest therein. If this Contract is terminated at any time for any reason prior to payment to Consultant for work under this Contract, all such documents prepared or obtained under the terms of the Contract shall upon termination be delivered to and become the property of City
upon request and without restriction on their use or further compensation to Consultant.
DocuSign Envelope ID: A8832B3E-A50D-42EB-A2CE-65E448821D72
Contract For Professional Legal Services – Page 4
5. ESTABLISHMENT AND MAINTENANCE OF RECORDS
Full and accurate records shall be maintained by Consultant at its place of business with respect to all matters covered by this Contract. Such records shall be maintained for a period of at least three years after receipt of final payment under this Contract.
6. AUDITS AND INSPECTION City shall have the right to audit and make copies of the books, records and computations pertaining to this agreement. Consultant shall retain such books, records, documents and other evidence pertaining to this agreement during 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 10 business days of written request. Further, Consultant shall also require all subconsultants, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to this agreement, and to allow 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 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 Consultant which must be payable within five business days of receipt of an invoice.
Failure to comply with the provisions of this section shall be a material breach of this Contract and shall constitute, in 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. 7. ACCOMPLISHMENT OF PROJECT Consultant shall commence, carry on, and complete any and all projects with all
practicable dispatch, in a sound, economical and efficient manner, and, in accordance with the provisions hereof and all applicable laws. In accomplishing the projects, Consultant shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by City.
8. INDEMNITY AND INDEPENDENT CONTRACTOR RELATIONSHIP
A. Consultant shall perform all services as an independent contractor not under the direct supervision and control of City. Nothing herein shall be construed as creating a relationship of employer and employee between the parties. City and Consultant agree to cooperate in the
defense of any claims, actions, suits, or proceedings of any kind brought by a third party
which may result from or directly or indirectly arise from any negligence and/or errors or omissions on the part of Consultant, or from any breach of Consultant's obligations under this Contract. In the event any litigation or claim is brought under this Contract in which City is joined as a party, Consultant shall provide suitable counsel to defend City and Consultant
DocuSign Envelope ID: A8832B3E-A50D-42EB-A2CE-65E448821D72
Contract For Professional Legal Services – Page 5
against such claim; provided however, that City shall have the right to proceed with
competent counsel of its own choosing. Consultant agrees to defend, indemnify and hold harmless City and all of its officers, attorneys, agents, servants, and employees against any and all such claims to the extent not otherwise covered by Consultant's professional liability policy. Consultant agrees to pay all expenses, including but not limited to attorney fees, and satisfy all judgments that arise under such third party claims, but are not otherwise satisfied
by Consultant's professional liability insurance policy. Nothing herein constitutes a waiver of any rights or remedies City may have to pursue under either law or equity, including, without limitation, a cause of action for specific performance or for damages, a loss to City resulting from Consultant's negligent errors or omissions, or breach of contract, and all such rights and remedies are expressly reserved.
B. Consultant shall maintain and shall be caused to be in force at all times during the term of this Contract, a legally binding policy of professional liability insurance, issued by an insurance carrier approved to do business in the State of Texas by the State Insurance Commission, which carrier must be rated by Best Rated Carriers, with a rating of "A-" or
higher. Such coverage shall cover any claim hereunder occasioned by Consultant's negligent professional act and/or error or omission, in an amount not less than $500,000 combined single limit coverage occurrence. In the event of change or cancellation of the policy by the insurer, Consultant hereby covenants to immediately advise City thereof; and in such event, Consultant shall, prior to the effective date of change or cancellation, serve a substitute
policy furnishing the same coverage to City. Consultant shall provide a copy of such policy and the declarations page of the existing policy to City through its City Attorney, simultaneously with the execution of this Contract. 9. TERMINATION OF AGREEMENT
A. In connection with the work outlined in this Contract, it is agreed and fully understood by Consultant that City may cancel or indefinitely suspend further work hereunder or terminate this Contract at any time upon written notice to Consultant, Consultant shall cease all work and labor being performed under this Contract. Consultant may terminate this Contract by
giving City 30 days written notice that Consultant is no longer in a position to continue representing City. Consultant shall invoice City for all work satisfactorily completed and shall be compensated in accordance with the terms of this Contract. All reports and other documents, or data, or work related to the project shall become the property of City upon termination of this Contract.
B. This Contract may be terminated in whole or in part, in writing, by either party in the event of substantial failure by the other party to fulfill its obligations under this Contract through no fault of the terminating party. Provided, however, that no such termination may be effected, unless the other party is given [1] written notice (delivered by certified mail, return
receipt requested) of intent to terminate, and not less than 30 calendar days to cure the
failure; and [2] an opportunity for consultation with the terminating party prior to termination.
DocuSign Envelope ID: A8832B3E-A50D-42EB-A2CE-65E448821D72
Contract For Professional Legal Services – Page 6
C. Nothing contained herein or elsewhere in this Contract shall require City to pay for any work
which is unsatisfactory or which is not submitted in compliance with the terms of this Contract. 10. ALTERNATE DISPUTE RESOLUTION
Consultant agrees that, if necessary, it will use its best efforts to resolve any disputes regarding the Contract through the use of mediation or other forms of alternate dispute resolution set forth in Chapter 154 of the Texas Civil Practice and Remedies Code. 11. ENTIRE AGREEMENT
This Contract represents the entire agreement and understanding between the parties, and any negotiations, proposals, or oral agreements are intended to be integrated herein and to be superseded by this written Contract. Any supplement or amendment to this Contract to be effective shall be in writing and signed by City and Consultant.
12. COMPLIANCE WITH LAWS Consultant shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may now read or hereafter be
amended, including but not limited to the Texas Disciplinary Rules of Professional Conduct. 13. GOVERNING LAW For the purpose of determining place of agreement and law governing same, this Contract
is entered into in the City and County of Denton, State of Texas, and shall be governed by the laws of the State of Texas. Venue and jurisdiction of any suit or cause of action arising under or in connection with this Contract shall be exclusively in a court of competent jurisdiction sitting in Denton County.
14. DISCRIMINATION PROHIBITED In performing the services required hereunder, Consultant shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap.
15. PERSONNEL A. Consultant represents that it has or will secure at its own expense all personnel required to perform all the services required under this Contract. Such personnel shall not be employees
or have any contractual relations with City. Consultant shall inform City of any conflict of
interest or potential conflict of interest that may arise during the term of this Contract, in
accordance with Consultant’s responsibilities under the Texas Disciplinary Rules of Professional Conduct.
DocuSign Envelope ID: A8832B3E-A50D-42EB-A2CE-65E448821D72
Contract For Professional Legal Services – Page 7
B. All services required hereunder will be performed by Consultant or under its direct
supervision. All personnel engaged in work shall be qualified and shall be authorized or permitted under state and local laws to perform such services. 16. ASSIGNABILITY
Consultant shall not assign any interest in this Contract and shall not transfer any interest in this Contract (whether by assignment, novation, or otherwise) without the prior written consent of City thereto. 17. SEVERABILITY
All agreements and covenants contained herein are severable, and in the event any of
them, with the exception of those contained in sections headed “Scope of Services”,
“Independent Contractor Relationship,” and “Compensation and Method of Payment” hereof, shall be held to be invalid by any court of competent jurisdiction, this Contract shall be
interpreted as though such invalid agreements or covenants were not contained herein. 18. RESPONSIBILITIES FOR CLAIMS AND LIABILITY Approval by City shall not constitute nor be deemed a release of the responsibility and
liability of Consultant for the accuracy and competency of its work; nor shall such approval be deemed to be an assumption of such responsibility of City for any defect in any report or other documents prepared by Consultant, its employees, officers, agents and consultants. 19. MODIFICATION OF AGREEMENT
No waiver or modification of this Contract or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Contract, or the
rights or obligations of the parties hereunder, unless such waiver or modification is in writing, duly executed as aforesaid; and, the parties further agree that the provisions of this section will not be waived as herein set forth. 20. CAPTIONS
The captions of this Contract are for informational purposes only and shall not in any way affect the substantive terms or conditions of this Contract.
DocuSign Envelope ID: A8832B3E-A50D-42EB-A2CE-65E448821D72
Contract For Professional Legal Services – Page 8
21. BINDING EFFECT
This Contract shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and assigns where permitted by this Contract.
IN WITNESS HEREOF, the City of Denton, Texas, has caused this Contract to be executed by its duly authorized City Manager, and Consultant has executed this Contract through its duly authorized undersigned partner, dated this day ________________________.
CITY OF DENTON BY: ________________________________
Howard Martin, Interim CITY MANAGER ATTEST:
JENNIFER WALTERS, CITY SECRETARY BY: ______________________________
APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY
BY: ______________________________ Lloyd Gosselink Rochelle & Townsend, P.C.
BY: _____________________________ AUTHORIZED SIGNATURE
_________________________________ PRINTED NAME
DocuSign Envelope ID: A8832B3E-A50D-42EB-A2CE-65E448821D72
EXHIBIT A
FILE 6288
DocuSign Envelope ID: A8832B3E-A50D-42EB-A2CE-65E448821D72
EXHIBIT A
FILE 6288
DocuSign Envelope ID: A8832B3E-A50D-42EB-A2CE-65E448821D72
EXHIBIT A
FILE 6288
DocuSign Envelope ID: A8832B3E-A50D-42EB-A2CE-65E448821D72
EXHIBIT A
FILE 6288
DocuSign Envelope ID: A8832B3E-A50D-42EB-A2CE-65E448821D72
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: A8832B3E-A50D-42EB-A2CE-65E448821D72
!
$
"" # "
Certificate Of Completion
Envelope Id: A8832B3EA50D42EBA2CE65E448821D72 Status: Completed
Subject: City Council Docusign Item - 6288 Lloyd Gosselink Rochelle & Townsend, P.C.
Source Envelope:
Document Pages: 14 Signatures: 5 Envelope Originator:
Supplemental Document Pages: 0 Initials: 0 Rebecca Hunter
Certificate Pages: 6
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US &
Canada)
Payments: 0 rebecca.hunter@cityofdenton.com
IP Address: 129.120.6.150
Record Tracking
Status: Original
11/28/2016 3:12:20 PM
Holder: Rebecca Hunter
rebecca.hunter@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Rebecca Hunter
rebecca.hunter@cityofdenton.com
Senior Buyer
City of Denton
Security Level: Email, Account Authentication
(Optional)
Completed
Using IP Address: 129.120.6.150
Sent: 11/28/2016 3:17:29 PM
Viewed: 11/28/2016 3:17:42 PM
Signed: 11/28/2016 3:20:04 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Paul Gosselink
pgosselink@lglawfirm.com
Security Level: Email, Account Authentication
(Optional)
Using IP Address: 206.126.39.98
Sent: 11/28/2016 3:20:06 PM
Viewed: 11/29/2016 7:18:35 AM
Signed: 11/29/2016 7:21:56 AM
Electronic Record and Signature Disclosure:
Accepted: 11/29/2016 7:18:35 AM
ID: e4a0d607-cc30-43b9-a3e2-7c11c08d73b3
John Knight
john.knight@cityofdenton.com
Deputy City Attorney
City of Denton
Security Level: Email, Account Authentication
(Optional)
Using IP Address: 129.120.6.150
Sent: 11/29/2016 7:22:00 AM
Resent: 1/11/2017 9:43:06 AM
Viewed: 1/11/2017 10:34:35 AM
Signed: 1/11/2017 10:34:46 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Julia Winkley
julia.winkley@cityofdenton.com
Contracts Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(Optional)
Completed
Using IP Address: 129.120.6.150
Sent: 1/11/2017 10:34:49 AM
Viewed: 1/11/2017 10:52:15 AM
Signed: 1/11/2017 10:54:10 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
SSSSeSSSSeStS SSSSStSSeSSmeStSmp
Howard Martin
howard.martin@cityofdenton.com
Interim City Manager
City of Denton
Security Level: Email, Account Authentication
(Optional)
Using IP Address: 129.120.6.150
Sent: 1/11/2017 10:54:14 AM
Viewed: 1/17/2017 9:17:47 AM
Signed: 1/17/2017 9:18:06 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Jennifer Walters
jennifer.walters@cityofdenton.com
City Secretary
City of Denton
Security Level: Email, Account Authentication
(Optional)
Using IP Address: 129.120.6.150
Sent: 1/17/2017 9:18:09 AM
Viewed: 1/17/2017 2:22:40 PM
Signed: 1/17/2017 2:22:54 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
SSSSeSSoSSSSSSeSSSSeStS SSSSStSSeSSmeStSmp
SdStoSSSelSSeSSSSSeStS StStSS SSmeStSmp
SSeStSSelSSeSSSSSeStS StStSS SSmeStSmp
SSteSmedSSSSSSelSSeSSSSSeStS StStSS SSmeStSmp
CeStSSSedSSelSSeSSSSSeStS StStSS SSmeStSmp
CSSSoSSCopSSSSeStS StStSS SSmeStSmp
Julia Winkley
julia.winkley@cityofdenton.com
Contracts Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(Optional)
Sent: 11/29/2016 7:21:59 AM
Viewed: 11/29/2016 7:39:09 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Sherri Thurman
sherri.thurman@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Sent: 11/29/2016 7:21:59 AM
Viewed: 11/29/2016 7:27:38 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Jane Richardson
jane.richardson@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Sent: 1/11/2017 10:54:13 AM
Viewed: 1/11/2017 10:55:22 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Robin Fox
Robin.fox@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Sent: 1/11/2017 10:54:13 AM
CSSSoSSCopSSSSeStS StStSS SSmeStSmp
Electronic Record and Signature Disclosure:
Accepted: 10/9/2015 11:39:51 AM
ID: 04463961-03db-4c4d-9228-d660d6146ed6
Jennifer Bridges
jennifer.bridges@cityofdenton.com
Procurement Assistant
City of Denton
Security Level: Email, Account Authentication
(Optional)
Sent: 1/17/2017 2:22:57 PM
Viewed: 2/21/2017 11:11:24 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Jane Richardson
jane.richardson@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Sent: 1/17/2017 2:22:58 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Scott Lebsack
scott.lebsack@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Sent: 1/17/2017 2:22:59 PM
Viewed: 1/18/2017 5:55:15 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
SotSSSSSSeStS SSmeStSmp
SSSelopeSSSmmSSSSSSeStS StStSS SSmeStSmpS
Envelope Sent Hashed/Encrypted 1/17/2017 2:22:59 PM
Certified Delivered Security Checked 1/17/2017 2:22:59 PM
Signing Complete Security Checked 1/17/2017 2:22:59 PM
Completed Security Checked 1/17/2017 2:22:59 PM
SSSmeStSSSeStS StStSS SSmeStSmpS
SleStSoSSSSSeSoSdSSSdSSSSSStSSeSSSSSloSSSe
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Denton (we, us or Company) may be required by law to provide to
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made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
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the paper mail delivery system. If you do not agree with this process, please let us know as
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#! ! #$! " "$!!#
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** These minimum requirements are subject to change. If these requirements change, we will
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providing you with the revised hardware and software requirements, at which time you will
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were able to read this electronic disclosure and that you also were able to print on paper or
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e-mail this disclosure and consent to an address where you will be able to print on paper or
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disclosures exclusively in electronic format on the terms and conditions described above,
please let us know by clicking the 'I agree' button below.
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ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
• I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
• Until or unless I notify City of Denton as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by City of Denton during the course of my relationship with you.
ORDINANCE NO. ___ _
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL
CORPORATION, AUTHORIZING THE APPROVAL OF THE FIRST AMENDMENT TO A
PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF DENTON AND LLOYD
GOSSELINK ROCHELLE & TOWNSEND, P.C., AMENDING THE CONTRACT APPROVED BY
CITYCOUNCILONJANUARY 10,2017, INTHENOT-TO-EXCEEDAMOUNTOF$715,000, TO
PROVIDE FOR SERVICES RELATED TO THE PERMITTING OF THE PROPOSED EXPANSION
OF THE CITY'S LANDFILL AND FOR GENERALENVIRONMENTALLEGAL SERVICES SAID
FIRST AMENDMENT TO EXTEND THE TERM OF THE PROFESSIONSAL SERVICES
AGREEMENT TO JULY 10, 2021; AND PROVIDING AN EFFECTIVE DATE (PSA 6288-
EXTENDING A CONTRACT WITH LLOYD GOSSELINK ROCHELLE & TOWNSEND, P.C., TO
JULY 10, 2021).
WHEREAS, on January 10, 2017, the City Council awarded a contract Lloyd Gosselink
Rochelle & Townsend, P.C., in the amount of$715,000 for services related to the permitting of the
proposed expansion of the City's landfill and for general environmental legal services; and
WHEREAS, the Staff having recommended, and the City Manager having recommended to
the Council that an amendment be authorized to amend such agreement to extend the term of the
agreement to July 10, 2021; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The findings and recitations contained in the preamble of this ordinance are
incorporated herein by reference.
SECTION 2. The first amendment to the professional services agreement with Lloyd
Gosselink Rochelle & Townsend, P.C., authorized by Ordinance 2017-012, is hereby approved
extending the term of the professional services agreement to July 10, 2021.
SECTION 3. The City Council delegates the authority to the City Manager to take any
actions that may be required or permitted to be performed by the City of Denton under this ordinance
to the City Manager of the City ofDenton, or his designee.
SECTION 4. This ordinance shall become effective immediately upon its passage and
approval.
The motion to approve this ordinance was made by and seconded
by the ordinance was passed and approved by the following
voteL_-_j:
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 Annintor, At Large Place 5:
Paul Meltzer, At Large Place 6:
PASSED AND APPROVED this the ___ day of __________ -' 2020.
CHRIS WATTS, MAYOR
ATTEST:
ROSARIOS, CITY SECRETARY
BY: -----------------
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
DocuSign Envelope ID: 81221FBE-0216-455B-877A-A9F1EF79EE74
PSA
SW Expansion Permit
6288
Lori Hewell
Not Applicable
6288 PSA – Amendment #1 Page 1 of 2
FIRST AMENDMENT TO CONTRACT
BY AND BETWEEN THE CITY OF DENTON, TEXAS
AND LLOYD GOSSELINK ROCHELLE & TOWNSEND, P.C.
PSA 6288
THE STATE OF TEXAS §
COUNTY OF DENTON §
THIS FIRST AMENDMENT TO CONTRACT 6288 (this “Amendment”) by and
between the City of Denton, Texas (“City”) and Lloyd Gosselink Rochelle & Townsend,
P.C. (“Consultant”); to that certain contract executed on January 10, 2017, in the original
not-to-exceed amount of $715,000 (the “Agreement”); for services related to the permitting
of the proposed expansion of the City’s landfill and for general environmental legal
services;
WHEREAS, the City deems it necessary to further extend the term of the Agreement to
provide an additional eighteen months with this Amendment to perform the services
provided by Consultant to the City pursuant to the terms of the Agreement;
NOW THEREFORE, the City and Consultant (hereafter collectively referred to as the
“Parties”), in consideration of their mutual promises and covenants, as well as for other
good and valuable considerations, do hereby AGREE to the following Amendment, which
amends the following terms and conditions of the said Agreement, to wit:
1. This Amendment modifies the Agreement to provide an additional eighteen (18)
month term for services to be provided in accordance with the terms of the
Agreement. The term of the Agreement is extended until July 10th, 2021.
2. This Amendment modifies the Agreement to include the key person who will be
performing most of the work hereunder shall be Jeff Reed.
The Parties hereto agree, that except as specifically provided for by this Amendment, that
all of the terms, covenants, conditions, agreements, rights, responsibilities, and obligations
of the Parties, set forth in the Agreement remain in full force and effect.
IN WITNESS WHEREOF, the City and the Consultant, have each executed this
Amendment electronically, by and through their respective duly authorized representatives
and officers on this date _________________________.
DocuSign Envelope ID: 81221FBE-0216-455B-877A-A9F1EF79EE74
6288 PSA – Amendment #1 Page 2 of 2
“CITY”
CITY OF DENTON, TEXAS
A Texas Municipal Corporation
By:
_________________________________
TODD HILEMAN, CITY MANAGER
ATTEST:
ROSA RIOS, CITY SECRETARY
By:
_________________________________
“CONSULTANT”
Lloyd Gosselink Rochelle & Townsend,
P.C.
By:
_________________________________
AUTHORIZED SIGNATURE, TITLE
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
By:
_________________________________
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational
obligations and business terms.
_______________ ________________
SIGNATURE PRINTED NAME
__________________________________
TITLE
__________________________________
DEPARTMENT
DocuSign Envelope ID: 81221FBE-0216-455B-877A-A9F1EF79EE74
Department of Solid Waste and Recycling
Brian Boerner
Director of Solid Waste
Certificate Of Completion
Envelope Id: 81221FBE0216455B877AA9F1EF79EE74 Status: Sent
Subject: Please DocuSign: City Council Contract 6288 Amendment 1
Source Envelope:
Document Pages: 3 Signatures: 3 Envelope Originator:
Certificate Pages: 6 Initials: 1 Lori Hewell
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
lori.hewell@cityofdenton.com
IP Address: 129.120.6.150
Record Tracking
Status: Original
1/16/2020 8:49:38 AM
Holder: Lori Hewell
lori.hewell@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 129.120.6.150
Sent: 1/16/2020 8:56:20 AM
Viewed: 1/16/2020 8:56:47 AM
Signed: 1/16/2020 8:57:24 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: 1/16/2020 8:57:27 AM
Viewed: 1/16/2020 8:57:58 AM
Signed: 1/16/2020 8:59:23 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: 1/16/2020 8:59:25 AM
Viewed: 1/16/2020 10:23:33 AM
Signed: 1/16/2020 10:24:10 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jeff Reed
jreed@lglawfirm.com
Security Level: Email, Account Authentication
(None)
Signature Adoption: Drawn on Device
Using IP Address: 107.77.217.129
Sent: 1/16/2020 10:24:12 AM
Viewed: 1/19/2020 7:23:43 PM
Signed: 1/19/2020 7:26:30 PM
Electronic Record and Signature Disclosure:
Accepted: 1/19/2020 7:23:43 PM
ID: f440e284-c7dc-4073-bd91-477206013893
Docu~
i S~;(;UIUil
GDocuSigned by:
,M .. c-1<-f-ei•._, .. ,J,.
7F9D328BF0204ES
@DocuSigned by:
{r.~·fJ''-?
241 BOA73C6734E7
Signer Events Signature Timestamp
Brian Boerner
brian.boerner@cityofdenton.com
Director of Solid Waste
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 38.65.74.166
Sent: 1/19/2020 7:26:32 PM
Viewed: 1/19/2020 7:28:08 PM
Signed: 1/19/2020 7:29:21 PM
Electronic Record and Signature Disclosure:
Accepted: 1/19/2020 7:28:08 PM
ID: 01f2feec-0263-4259-a663-272523dbff96
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 1/19/2020 7:29:22 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: 1/16/2020 8:57:27 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: 1/19/2020 7:29:22 PM
~DocuSigned by:
bvi/Uo\, b6L¥111M"
DCD14331 889A4A9
COPIED
COPIED
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
Zolina Parker
zolina.parker@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 1/19/2020 7:29:23 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. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through your DocuSign, Inc.
(DocuSign) Express user account. Please read the information below carefully and thoroughly,
and if you can access this information electronically to your satisfaction and agree to these terms
and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of
this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. For such copies, as long as you are an authorized user of the
DocuSign system you will have the ability to download and print any documents we send to you
through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
DocuSign account. This will indicate to us that you have withdrawn your consent to receive
required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign Express user account to receive required notices and consents electronically from us
or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Jeff Reed, Brian Boerner, 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..
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you
must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
Required hardware and software
Operating Systems: Windows2000? or WindowsXP?
Browsers (for SENDERS): Internet Explorer 6.0? or above
Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0,
NetScape 7.2 (or above)
Email: Access to a valid email account
Screen Resolution: 800 x 600 minimum
Enabled Security Settings:
•Allow per session cookies
•Users accessing the internet behind a Proxy
Server must enable HTTP 1.1 settings via
proxy connection
** These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.
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 20-267,Version:1
AGENDA CAPTION
Consider approval of a resolution confirming the City of Denton’s priorities for TxDOT on-system corridor
projects to the Dallas Regional Mobility Coalition; and providing for an effective date.
City of Denton Printed on 1/24/2020Page 1 of 1
powered by Legistar™
City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Capital Projects
CM/ DCM/ ACM: Mario Canizares
DATE: January 28, 2020
SUBJECT
Consider approval of a resolution of the city of Denton, a Texas home-rule municipal corporation,
recommending City’s priorities for Texas Department of Transportation on-system corridor projects to the Dallas Regional Mobility Coalition; and, providing for an effective date.
BACKGROUND
During the December 2019 Mobility Committee meeting, staff and members of the committee indicated
the need for prioritization of TxDOT on-system corridor projects for recommendation to the Dallas Regional Mobility Coalition (DRMC). As the project prioritization item was not included in the agenda for the December 2019 Mobility Committee meeting, the members could not discuss this item and staff could not receive any direction from the committee.
Subsequently, this item (TxDOT corridor projects prioritization) was included on the agenda for the January 2020 Mobility Committee Meeting. Staff reviewed the list of projects that TxDOT is currently working on, capacity (widening) enhancements/improvements on majority of the TxDOT roadways within the City of Denton are already under design and funded through construction. Based on the
existing and proposed traffic growth in the areas and the current available funding for these TxDOT
corridor projects, the following corridors were considered for prioritization. 1. FM 428 from Loop 288 to northern City limits 2. Loop 288 West from I-35 to I35 W
3. FM 1830 from US 377 to southern City limits
4. US 377 from just south of FM 1830 to southern City limits Based on discussion during the January 14, 2020 meeting, the Mobility Committee recommended submitting the above projects to the DRMC as the City’s priorities for the TxDOT on-system corridors.
OPTIONS 1. Approve the resolution for recommending City’s priority for TxDOT on-system corridor projects to the DRMC. 2. Reject the resolution for recommending City’s priority for TxDOT on-system corridor projects to the
DRMC.
RECOMMENDATION Staff recommends option 1 to approve the recommendation of City’s priority for TxDOT on-system corridor projects to the DRMC.
City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com
PRIOR ACTION/REVIEW (Council, Boards, Commissions) This item was presented before the Mobility Committee on January 14, 2020 and was unanimously recommended for approval.
EXHIBITS 1. Agenda Information Sheet 2. Resolution
Respectfully submitted: Todd Estes, P.E.
City Engineer
Prepared by: Pritam Deshmukh, P.E. Deputy City Engineer
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 20-041,Version:1
AGENDA CAPTION
Consider adoption of an ordinance of the City of Denton,Texas,a Texas home-rule municipal corporation,
authorizing the City Manager to execute a public works contract with Archer Western Construction,LLC,for
the construction of the Hickory Creek Detention Facility and Pecan Creek West Peak Flow Pump Station for
the Wastewater Department;providing for the expenditure of funds therefor;and providing an effective date
(RFP 7061 -awarded to Archer Western Construction,LLC,in the not-to-exceed amount of $14,458,000).The
Public Utilities Board recommends approval (5 - 0).
City of Denton Printed on 1/22/2020Page 1 of 1
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City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Procurement & Compliance
CFO: Antonio Puente, Jr.
DATE: January 28, 2020
SUBJECT
Consider adoption of an ordinance of the City of Denton, Texas, a Texas home-rule municipal corporation,
authorizing the City Manager to execute a public works contract with Archer Western Construction, LLC,
for the construction of the Hickory Creek Detention Facility and Pecan Creek West Peak Flow Pump Station
for the Wastewater Department; providing for the expenditure of funds therefor; and providing an effective
date (RFP 7061 – awarded to Archer Western Construction, LLC, in the not-to-exceed amount of
$14,458,000). The Public Utilities Board recommends approval (5 - 0).
RFP INFORMATION/BACKGROUND
Like most municipal wastewater collection systems in the U.S., the City of Denton experiences large
increases in flow during and immediately following large wet weather events due to infiltration and inflow.
The peak flow rates for these large rain events can reach 4-6 times the average daily flow depending on the
size of the rain event and the antecedent moisture conditions. Denton’s primary trunk interceptors were
built between the 1960s and 1980s and were not designed to handle these infrequent, large peak flows. As
a result, Denton has been in the process of upgrading the size of its trunk interceptor system since the early
2000s.
The City utilizes a dynamic hydraulic computer model to simulate the impact of large rain events on the
flow rates within the collection system for both present and future conditions. The primary design storm is
a 5 year, 24-hour storm conforming to a SCS Type II storm. From the results of the design storm on the
model, the City has developed a series of capacity enhancement projects which should serve the capacity
requirements of the collection system out to 2033.
One option that was repeatedly explored during the development of the capacity enhancement program was
the potential use of in-system storage facilities to detain or dampen the peak wet weather flows. In-system
storage is an excellent cost-saving method for collection system capacity enhancement when it can be done,
as it can reduce or eliminate the need for expensive downstream interceptor improvements that would
otherwise be required to convey the peak flow to the treatment facility. For the most part, in-system storage
was not an option far from the Pecan Creek WRP, primarily due to the public opposition that comes with
siting the storage facilities close to existing residential and commercial properties.
One location emerged, however, that was sufficiently remote from existing residential and commercial
neighbors and was also a poor location for future development. This site hereafter referred to as the Hickory
Creek Detention Facility, is located in Denton’s southernmost collection system basin, the Hickory Creek
basin. The Hickory Creek Detention Facility is approximately 1000 feet from the nearest residential
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
neighborhood and is screened by a fairly thick wood. Additionally, the Hickory Creek Detention Facility is
located between a railroad and the Hickory Creek which renders it impractical to develop. The owners of
the land were willing to sell at a reasonable price to the City knowing that the City was likely to be their
best offer.
The Hickory Creek Detention Facility should save the City approximately 9 million dollars. Without it, the
City would have to convey the peak flow 9 miles to the South Peak Flow Basin which is an open-air
detention pond located on the site of the Pecan Creek WRP. Conveying the peak flow would require
upsizing over 4 miles of interceptor and 2 miles of force main, upgrading the existing Hickory Creek Lift
Station from an 11 mgd lift station to a 36 mgd lift station, and expanding the South Peak Flow Basin by 6
million gallons. Additionally, new easements located in developable land would be required, which would
escalate the cost. Finally, building the detention facility will not only save money, but it will also reduce
the impact on public and private land by limiting construction activity to the facility site instead of being
spread over 6 plus miles through residential and commercial neighborhoods.
The second portion of this project is the Pecan Creek Water Reclamation Facility West Peak Flow Pump
Station. This new pump station will intercept peak flows from the Pecan Creek Basin and divert them to
existing storage basins on-site, where the flow will be gradually introduced to the treatment process. This
process is similar to that of the South Peak Flow Basin and Pump Station.
Requests for Proposals were sent to 440 prospective contractors for these services. In addition,
specifications were placed on the Materials Management website for prospective contractors to download
and advertised in the local newspaper. Two (2) proposals were received and evaluated based upon published
criteria including past performance and experience, qualifications of the respondent and key personnel
available, indicators of probable performance, and price. Based upon this evaluation, Archer Western
Construction LLC was ranked the highest and determined to be the best value for the City.
NIGP Code Used for Solicitation: 912
Notifications sent for Solicitation sent in IonWave: 440
Number of Suppliers that viewed Solicitation in IonWave: 17
HUB-Historically Underutilized Business Invitations sent out: 33
SBE-Small Business Enterprise Invitations sent out: 166
Responses from Solicitation: 2
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
On January 13, 2020, the Public Utilities Board (PUB) recommended this item to the City Council for
consideration.
RECOMMENDATION
Award a public works contract to Archer Western Construction, LLC for the construction of Hickory Creek
Detention Facility and Pecan Creek West Peak Flow Pump Station in the not-to-exceed amount of
$14,458,000.
PRINCIPAL PLACE OF BUSINESS
Archer Western Construction, LLC
Chicago, IL
ESTIMATED SCHEDULE OF PROJECT
This project will be started upon approval with a completion date within 480 days.
FISCAL INFORMATION
The project will be funded from Hickory Creek Detention Facility account numbers 640163541.1360.40100
and 640163545.1360.40100. Requisition #144926 has been entered into the Purchasing software system in
the amount of $14,458,000. The finance and legal departments are evaluating the Utility’s request to
partially fund the project using Impact Fee Revenue.
EXHIBITS
Exhibit 1: Agenda Information Sheet
Exhibit 2: Pricing Evaluation
Exhibit 3: LLC Members
Exhibit 4: Ordinance and Contract
Exhibit 5: Presentation
Respectfully submitted:
Lori Hewell, 940-349-7100
Purchasing Manager
For information concerning this acquisition, contact: Frank Pugsley at 940-349-8086.
Legal point of contact: Mack Reinwand at 940-349-8333.
Archer Western Construction LLC, Irving TXOscar Renda Contracting, Inc., Roanoke TX1014470730Total days from Notice to Proceed to Substantial Completion480744Product Description $ 225,000.00 $ 700,000.00 $ 386,000.00 $ 800,000.00 $ 2,640,000.00 $ 3,750,000.00 $ 113,000.00 $ 500,000.00 $ 600,000.00 $ 1,000,000.00 $ 6,706,000.00 $ 5,400,000.00 $ 342,000.00 $ 600,000.00 $ 3,446,000.00 $ 4,245,000.00 $ 14,458,000.00 $ 16,995,000.00 ITEM15 1 Past Performance and Experience on projects this magnitude and complexity 15% 15 615 2Experience and qualifications of the Respondent and key personnel available for this project 15%15 810 3 Indicators of Probable Performance under contract 10% 10 660 4 Price, Total Cost of Ownership 60% 60 51Total points 100Total100 71Exhibit 2RFP 7061 - Pricing Evaluation for Hickory Creek Detention Facility and Pecan Creek Water Reclamation Plant West Peak Flow Pump Station Construction ServicesProducts and Services Pricing:DESCRIPTIONTotal calendar days to mobilize after Notice to Proceed is issued by City (maximum 14 days):Total calendar days after mobilization on site for substantial completion:Mobilization, demobilization, bonds and insuranceHickory Creek Detention Facility Submersible Pump EquipmentHickory Creek Detention Facility Prestress Concrete Tank including all appurtenances (excluding foudnation Hickory Creek Detention Facility Tank Cleaning System (nozzles, piping and booster pump system)Construction of the Hickoery Creek Detention Facility storage tank foundation and piersConstruction of all remaining Work items for the Hickory Creek Detention Facility per Plans & SpecificationsPecan Creek WRP West Peak Flow Pump EquipmentConstruction of all remaining Work items for the Pecan Creek WRP West Peak Flow Pump Station Facilies
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
DocuSign Envelope ID: 5A71718F-2B01-4F6D-81D0-0F318CCB12B3
Not Applicable
7061RFP
Hickory Creek Detention Facility and PCWRP Construction Services
Jane Rogers
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND COMPANY NAME
(RFP 7061)
THIS CONTRACT is made and entered into this date , by
and between Archer Western Construction, an Illinois Limited Liability Company, whose address
is 1411 Greenway Drive, Irving, Texas 75038, hereinafter referred to as "Contractor," and the
CITY OF DENTON, TEXAS, a Texas Municipal Corporation and Home-Rule City, hereinafter
referred to as "City," to be effective upon approval of the Denton City Council and the subsequent
execution of this Contract by the Denton City Manager, or his duly authorized designee.
For and in consideration of the covenants and agreements contained herein, and for the
mutual benefits to be obtained hereby, the parties agree as follows:
SCOPE OF SERVICES
Contractor shall provide construction services in accordance with the City’s RFP #7061 –
Hickory Creek Detention Facility and Pecan Creek Water Reclamation Plant West Peak Flow
Pump Station Construction Services, a copy of which is on file at the office of Purchasing Agent
and incorporated herein for all purposes as “Exhibit B”. The Contract consists of this written
agreement and the following items which are attached hereto and incorporated herein by reference:
(a) Special Terms and Conditions (Exhibit “A”);
(b) City of Denton Request for Proposal #7061 (Exhibit “B” on file at Office of
Purchasing Agent)
(c) General Provisions-Standard Terms and Conditions (Exhibit “C”);
(d) Payment and Performance Bond Requirements (Exhibit “D”);
(e) Insurance Requirements (Exhibit “E”);
(f) Certificate of Interested Parties Electronic Filing (Exhibit “F”);
(g) Contractor’s Proposal (Exhibit “G");
(h) Form CIQ – Conflict of Interest Questionnaire (Exhibit "H")
These documents make up the Contract documents and what is called for by one shall be
as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions
of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence
first to this written Contract, and then to the Contract documents in the sequential order in which
they are listed above. These documents shall be referred to collectively as “Contract Documents.”
Prohibition on Contracts with Companies Boycotting Israel
Supplier acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City
is prohibited from entering into a contract with a company for goods or services unless the contract
contains a written verification from the company that it: (1) does not boycott Israel; and (2) will
not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall
have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By
signing this agreement, Supplier certifies that Supplier’s signature provides written verification
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to the City that Supplier: (1) does not boycott Israel; and (2) will not boycott Israel during the
term of the agreement. Failure to meet or maintain the requirements under this provision will be
considered a material breach.
Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign
Terrorist Organization
Section 2252 of the Texas Government Code restricts CITY from contracting with companies that
do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement,
Supplier certifies that Supplier’s signature provides written verification to the City that Supplier,
pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become
ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a
foreign terrorist organization. Failure to meet or maintain the requirements under this provision
will be considered a material breach.
The parties agree to transact business electronically. Any statutory requirements that certain
terms be in writing will be satisfied using electronic documents and signing. Electronic signing of
this document will be deemed an original for all legal purposes.
SIGNATURE PAGE TO FOLLOW
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IN WITNESS WHEREOF, the parties of these presents have executed this Contract in the year
and day first above written.
CONTRACTOR
BY: ______________________________
AUTHORIZED SIGNATURE
Date: _______________________________
Printed Name: ________________________
Title: _______________________________
_______________________________
PHONE NUMBER
___________________________________
EMAIL ADDRESS
___________________________________
TEXAS ETHICS COMMISSION
CERTIFICATE NUMBER
CITY OF DENTON, TEXAS
A Texas Municipal Corporation
By: _________________________
TODD HILEMAN
CITY MANAGER
ATTEST:
ROSA RIOS, CITY SECRETARY
By: _________________________________
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
By: _________________________________
THIS AGREEMENT HAS BEEN BOTH
REVIEWED AND APPROVED as to financial
and operational obligations and business terms.
_______________ ________________
SIGNATURE PRINTED NAME
__________________________________
TITLE
__________________________________
DEPARTMENT
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12/6/2019
3125635400
President
2019-565273
dpwalsh@walshgroup.com
Daniel P. Walsh
Water and Wastewater Utilities Director
Frank Pugsley
Water Utilities
RFP # 7061 Page 4 of 77
EXHIBIT A
SPECIAL TERMS AND CONDITIONS
Total Contract Amount
The Contract total for services shall not exceed $14,458,000. Pricing shall be per Exhibit G
attached.
Contract Term
The Contract shall commence upon the issuance of a Notice to Proceed. Contractor shall begin
work on site within fifteen (15) calendar days of receipt of Notice to Proceed. Project shall be
substantially complete within 480 days from Notice to Proceed. Final completion shall be within
thirty (30) calendar days after substantial completion. Delays are further discussed in the Standard
Terms and Conditions Exhibit C, Section 8.3.
Liquidated Damages
The time of the completion of construction of the project is of the essence of the contract. Should
the Contractor neglect, refuse or fail to complete the construction within the time agreed upon,
after giving effect to extensions of time, if any, herein provided, then, in that event and in view
of the difficulty of estimating with exactness damages caused by such delay, the City shall have
the right to deduct from and retain out of such money which may be then due or which may
become due and payable to the Contractor the sum of FIVE HUNDRED DOLLARS ($500.00)
per day for each and every day, including weekends, that such construction is delayed on its
completion beyond the specified time, as liquidated damages and not as a penalty; if the amount
due and to become due from the City to the Contractor is insufficient to pay in full any such
liquidated damages, the Contractor shall pay to the City the amount necessary to effect such
payment in full: Provided, however, that the City shall promptly notify the Contractor in writing
of the manner in which the amount retained, deducted or claimed as liquidated damages was
computed.
Special Notice and Additional Requirement(s):
1. Additional safety precautions shall be instituted by the awarded Contractor, as the work
environment will be in an area where citizens and employees may be present, and work
safety must be coordinated with the owner.
2. The Contractor shall be responsible for all spoil removals, and any excess soil that will
require removal.
3. It is understood that the basis for payment on the work to be done according to the final
plans and specifications shall be a lump sum fee as set forth in Contractor's Proposal.
Any quantity estimates supplied by Designer or Owner are intended only as a guide to the
respondent. Contractor is responsible for making his own quantity estimates and pricing
from his own examination of the work to be done.
4. A schedule of Contractor’s Quantities and Unit Prices is to be filled out as a part of this
bid. Extensions of units and unit prices must total up correctly.
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EXHIBIT C
A. STANDARD PURCHASE TERMS AND CONDITIONS FOR FACILITY
CONSTRUCTION SERVICES
ARTICLE 1 GENERAL PROVISIONS
GENERAL DEFINITIONS
1.1 The following definitions apply throughout these General Conditions and to the other
Contract Documents:
a) THE CONTRACT DOCUMENTS
The Contract Documents consist of the formal Construction Services Agreement between
the Owner and the Contractor, these General Conditions and other supplementary
conditions included by special provisions or addenda, drawings, specifications, addenda
issued prior to execution of the Contract, other documents listed in the Contract, and
Amendments issued after execution of the Contract. For purposes of these General
Conditions, an Amendment is:
(1) a written Supplemental Agreement to the Contract signed by authorized representatives
of both parties;
(2) a Change Order, including Change Orders signed only by the Owner as described in
Subparagraph 7.1(b) and Subparagraph 7.1(e); or
(3) a written order for a minor change in the Work issued by the Architect/Engineer as
described in Paragraph 7.3.
The Contract Documents also include bid documents such as the Owner’s Instructions to
Bidders, sample forms, the Contractor's Bid Proposal and portions of addenda relating to
any of these documents, and any other documents, exhibits or attachments specifically
enumerated in the formal Construction Services Agreement, but specifically exclude
geotechnical and subsurface reports that the Owner may have provided to the Contractor.
b) THE CONTRACT
The Contract Documents, as defined in Paragraph 1.1, are expressly incorporated into and
made a part of the formal Construction Services Agreement between the Owner and the
Contractor by reference in this Paragraph and Paragraph 1.1 (which documents are
sometimes also referred to collectively in these General Conditions as the “Contract”). The
Contract Documents represent the entire and integrated agreement between the Owner and
the Contractor and supersede all prior negotiations, representations or agreements, either
written or oral. The terms and conditions of the Contract Documents may be changed only
by an Amendment. The Contract Documents shall not be construed to create a contractual
relationship of any kind:
(1) between the Architect/Engineer and Contractor;
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(2) between the Owner and a Subcontractor or Sub-subcontractor; or
(3) between any persons or entities other than the Owner and Contractor.
The Architect/Engineer shall, however, be entitled to performance and enforcement of
obligations under the Contract Documents intended to facilitate performance of the
Architect/Engineer’s duties.
c) THE WORK
The term “Work” means the construction and services required by the Contract Documents,
whether completed or partially completed, and includes all labor, materials, equipment,
and services provided or to be provided by the Contractor, or any Subcontractors, Sub-
subcontractors, material suppliers, or any other entity for whom the Contractor is
responsible, to fulfill the Contractor’s obligations. The Work may constitute the whole or
a part of the Project.
d) THE PROJECT
The Project is the total construction more particularly described in the formal Construction
Services Agreement, of which the Work performed under the Contract Documents will be
the whole project and will include construction by the contractor. All references in these
General Conditions to or concerning the Work or the site of the Work will use the term
“Project,” referring to the whole construction.
e) THE DRAWINGS
The Drawings (also known as the “Plans”) are the graphic and pictorial portions of the
Contract Documents, wherever located and whenever issued, showing the design, location
and dimensions of the Work, generally including plans, elevations, sections, details,
schedules, and diagrams.
f) THE SPECIFICATIONS
The Specifications are that portion of the Contract Documents consisting of the written
requirements for materials, equipment, construction systems, standards, and workmanship
for the Work, performance of related services, and other technical requirements.
g) THE PROJECT MANUAL
The Project Manual is the volume or volumes which contain the bidding requirements,
sample forms, General Conditions for Construction, special provisions, and Specifications.
The Project Manual may be modified by written addendums issued by the Owner during
bidding, in which case the written addendums become a part of the Project Manual upon
their issuance, unless otherwise indicated by the Owner in writing.
h) ALTERNATE
An Alternate is a variation in the work on which the Owner requires a price separate from
the City General Conditions Base Bid. If an Alternate is accepted by the Owner, the
variation will become a part of the Contract through the execution of a change order or
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amendment to the Contract and the Base Bid will be adjusted to include the amount quoted.
If an alternate is accepted by the Owner, and later deleted prior to any Work under the
alternate being performed or materials delivered to the Project site, the Owner will be
entitled to a credit in the full value of the alternate as priced in the Contractor’s Bid.
i) BASE BID
The Base Bid is the price quoted for the work before alternates are considered.
j) HAZARDOUS SUBSTANCE
The term Hazardous Substance is defined to include the following:
(1) any asbestos or any material which contains any hydrated mineral silicate, including
chrysolite, amosite, crocidolite, tremolite, anthophylite or actinolite, whether friable or
non-friable;
(2) any polychlorinated biphenyls (“PCBs”), or PCB-containing materials, or fluids;
(3) radon;
(4) any other hazardous, radioactive, toxic or noxious substance, material, pollutant, or
solid, liquid or gaseous waste;
(5) any pollutant or contaminant (including but not limited to petroleum, petroleum
hydrocarbons, petroleum products, crude oil or any fractions thereof, any oil or gas
exploration or production waste, any natural gas, synthetic gas or any mixture thereof,
lead, or other toxic metals) which in its condition, concentration or area of release could
have a significant effect on human health, the environment, or natural resources;
(6) any substance that, whether by its nature or its use, is subject to regulation or requires
environmental investigation, monitoring, or remediation under any federal, state, or
local environmental laws, rules, or regulations;
(7) any underground storage tanks, as defined in 42 U.S.C. Section 6991(1)(A)(I)
(including those defined by Section 9001(1) of the 1984 Hazardous and Solid Waste
Amendments to the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901
et seq.; the Texas Water Code Annotated Section 26.344; and Title 30 of the Texas
Administrative Code Sections 334.3 and 334.4), whether empty, filled or partially filled
with any substance; and
(8) any other hazardous material, hazardous waste, hazardous substance, solid waste, and
toxic substance as those or similar terms are defined under any federal, state, or local
environmental laws, rules, or regulations.
k) OTHER DEFINITIONS
As used in the Contract Documents, the following additional terms have the following
meanings:
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(1) “provide” means to furnish, install, fabricate, deliver and erect, including all services,
materials, appurtenances and other expenses to complete in place, ready for operation
or use;
(2) “shall” means the action of the party to which reference is being made is mandatory;
(3) “as required” means as prescribed in the Contract Documents; and
(4) “as necessary” means all action essential or needed to complete the work in accordance
with the Contract Documents and applicable laws, ordinances, construction codes, and
regulations.
1.2 EXECUTION, CORRELATION AND INTENT
(a) The formal Construction Services Agreement shall be signed by duly authorized
representatives of the Owner and Contractor as provided in the Agreement.
(b) Execution of the formal Construction Services Agreement by the Contractor is a
representation that the Contractor has visited the site, become familiar with local
conditions, including but not limited to subsurface conditions, under which the Work is to
be performed and correlated personal observations with requirements of the Contract
Documents.
(c) The intent of the Contract Documents is to include all items necessary for the proper
execution and completion of the Work by the Contractor. The Contract Documents are
complementary, and what is required by one shall be as binding as if required by all;
performance by the Contractor shall be required only to the extent consistent with the
Contract Documents and reasonably inferable from them as being necessary to produce the
intended results.
(d) Organization of the Specifications into divisions, sections, and articles, and arrangement
of Drawings shall not control the Contractor in dividing the Work among Subcontractors
or in establishing the extent of Work to be performed by any trade.
(e) Unless otherwise stated in the Contract Documents, words which have well-known
technical or construction industry meanings are used in the Contract Documents in
accordance with such recognized meanings.
(f) The Drawings and Specifications are intended to agree with one another, and Work called
for by Drawings and not mentioned in Specifications, or vice versa, shall be furnished as
if set forth by both. Specifications shall govern materials, methods and quality of work. In
the event of a conflict on the Drawings between scale and dimension, figured dimensions
shall govern over scale dimensions and large scale drawings shall govern over small scale
drawings. Conflict between two or more dimensions applying to a common point shall be
referred to the Architect/Engineer/Engineer for final adjustment. If discrepancies or
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conflicts occur within or between the Drawings and Specifications regarding the Work, or
within or between other Contract Documents, the Contractor shall not perform such Work
without having obtained a clarification from the Architect/Engineer and resolution by the
Owner. The Owner's decision as to the appropriate resolution of a conflict or discrepancy
shall be final. Should the Drawings or the Specifications disagree within themselves or
with each other; the Base Bid will be based on the most expensive combination of quality
and quantity of Work indicated.
(g) Deviations from Contract Documents shall be made only after written approval is
obtained from Architect/Engineer and Owner, as provided in Article 7.
(h) The intention of the Contract Documents is to include all materials, labor, tools,
equipment, utilities, appliances, accessories, services, transportation, and supervision
required to completely perform the fabrication, erection and execution of the Work in
its final position.
(i) The most recently issued Drawing or Specification takes precedence over previous
issues of the same Drawing or Specification. In the event of a conflict, the order of
precedence of interpretation of the Contract Documents is as follows:
(1) Amendments (see Paragraph 7.2 for order of precedence between Amendments);
(2) the formal Construction Services Agreement;
(3) addenda, with those addenda of later date having precedence over those of an earlier
date;
(4) the Supplementary General Conditions and Special Provisions, if any;
(5) the General Conditions for Construction;
(6) the Specifications and Drawings.
1.3 OWNERSHIP AND USE OF ARCHITECT/ENGINEER’S DRAWINGS,
SPECIFICATIONS AND OTHER DOCUMENTS
All Drawings, Specifications, and copies thereof furnished by the Architect/Engineer are and
shall remain the property of the Owner and are, with the exception of the Contract set for each
party, to be returned to the Owner upon request at the completion of the Work.
1.4 CAPITALIZATION
Terms capitalized in these General Conditions include those which are:
(1) specifically defined in these General Conditions (except the terms defined in Subparagraph
1.1(j), which terms are of common grammatical usage and are not normally capitalized);
(2) the titles of numbered articles and identified references to Paragraphs, Subparagraphs, and
Clauses;
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(3) the titles of other documents published or used by the Owner as manuals or official policy
statements; or
(4) proper nouns or other words required under standard grammatical rules to be capitalized.
ARTICLE 2 THE OWNER
2.1 DEFINITION OF OWNER
The Owner is the City of Denton, a Texas municipal corporation, and is identified as such in
the formal Construction Services Agreement, and is referred to throughout the Contract
Documents as if singular in number. The term “Owner” means the Owner or the Owner’s
authorized representatives.
2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER
(a) The Owner shall furnish the most recent survey describing the physical characteristics,
legal limits, utility locations, and a permanent benchmark for the site of the Project. The
Owner shall also furnish any environmental site assessments that may have been given to
the Owner or conducted for the property upon which the Project is to be constructed. THIS
INFORMATION IS FURNISHED TO THE CONTRACTOR ONLY IN ORDER TO
MAKE DISCLOSURE OF THIS MATERIAL AND FOR NO OTHER PURPOSE. BY
FURNISHING THIS MATERIAL, THE OWNER DOES NOT REPRESENT,
WARRANT, OR GUARANTEE ITS ACCURACY EITHER IN WHOLE, IN PART,
IMPLICITLY OR EXPLICITLY, OR IN ANY OTHER WAY, AND THE OWNER
SHALL HAVE NO LIABILITY FOR THIS MATERIAL.
(b) Except for permits and fees which are provided for in Subparagraph 3.7(a), the Owner shall
secure and pay for necessary approvals, easements, assessments, and charges required for
construction, use, or occupancy of permanent structures or for permanent changes in
existing facilities.
(c) Information or services under the Owner’s control shall be furnished by the Owner with
reasonable promptness to avoid delay in the orderly progress of the Work. It is incumbent
upon the Contractor to identify, establish, and maintain a current schedule of latest dates
for submittal and approval, as required in Paragraph 3.10, including when such information
or services must be delivered. If Owner delivers the information or services to the
Contractor as scheduled and Contractor is not prepared to accept or act on such information
or services, then Contractor shall reimburse Owner for all extra costs incurred of holding,
storage, or retention, including redeliveries by the Owner to comply with the current
schedule.
(d) Unless otherwise provided in the Contract Documents, the Contractor will be furnished
electronic copies of the Drawings and Specifications for bid purposes and one hard copy
approved by Building Inspections upon execution of the Contract. Contractor may obtain
additional copies by paying the cost of additional printing or reproduction.
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(e) The obligations described above are in addition to other duties and responsibilities of the
Owner enumerated in the Contract Documents and especially those in respect to Article 6
(Construction by Owner or by Separate Contractors), Article 9 (Payments and
Completion), and Article 11 (Insurance and Bonds).
(f) The Owner shall forward all instructions to the Contractor through the Architect/Engineer,
except for the Owner's Notice to Proceed and the Owner’s decision to carry out Work as
described in Paragraph 2.4.
(g) The Owner’s employees, agents, and consultants may be present at the Project site during
performance of the Work to assist the Architect/Engineer in the performance of the
Architect/Engineer’s duties and to verify the Contractor’s record of the number of
workmen employed on the Work, their occupational classification, the time each is
engaged in the Work, the equipment used in the performance of the Work, and for purpose
of verification of Contractor’s Applications for Payment.
2.3 OWNER’S RIGHT TO STOP THE WORK
If the Contractor fails to correct any portion of the Work which is not in accordance with the
requirements of the Contract Documents as required by Paragraph 12.2 or refuses or fails to
carry out all or any part of the Work in accordance with the Contract Documents, the Owner,
by written order, may order the Contractor to stop the Work, or any portion of the Work, until
the cause for the order has been eliminated. The right of the Owner however, to stop the Work
shall not create or imply a duty on the part of the Owner to exercise this right for the benefit
of the Contractor or any other person or entity. The rights of the Owner under this Paragraph
2.3 shall be in addition to, and not in restriction of, the Owner’s rights under Paragraph 12.2.
2.4 OWNER’S RIGHT TO CARRY OUT THE WORK
If the Contractor fails or refuses to carry out the Work or perform any of the terms, covenants,
or obligations of the Contract Documents, and fails or refuses to correct any failure or refusal
with diligence and promptness within fourteen (14) days after receipt of notice from the Owner,
the Owner may correct the Contractor’s failure or refusal or cause such failure or refusal to be
corrected, without affecting, superseding, or waiving any other contractual, legal, or equitable
remedies the Owner has, including but not limited to the Owner’s termination rights under
Article 13. In that case, an appropriate Change Order will be issued deducting the Owner's cost
of correction, including Architect/Engineer's compensation for additional services and
expenses made necessary by the failure or refusal of the Contractor from payments then or
thereafter due to the Contractor. The cost of correction is subject to verification (but not
approval) by the Architect/Engineer. If payments then or thereafter due the Contractor are not
sufficient to cover the cost of correction, the Contractor shall pay the difference to the Owner.
2.5 NOTICE TO PROCEED
After final execution of the Contract and receipt and approval of the required performance and
payment bonds and evidence of required insurance, the Owner will issue a written notice to
proceed with the Work, including the designated Contract Time within which Substantial
Completion of the Work must be achieved. If the Owner unreasonably delays issuance of a
written notice to proceed through no fault of the Contractor, the Contractor shall be entitled
only to an equitable adjustment of the Contract Time, if properly claimed pursuant to the
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requirements of Paragraph 4.3; but the Contractor shall not be entitled to any increase to the
Contract Sum whatsoever for this reason.
ARTICLE 3 THE CONTRACTOR
3.1 DEFINITION OF CONTRACTOR
The Contractor is the person or business entity identified as such in the formal Construction
Services Agreement, and is referred to throughout the Contract Documents as if singular in
number. The term “Contractor” means the Contractor or the Contractor’s authorized
employees or representatives.
3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY
CONTRACTOR
(a) The Contractor shall carefully check, study, and compare the Contract Documents with
each other and shall at once report to the Architect/Engineer in writing any inconsistency,
ambiguity, error, omission, conflict, or discrepancy the Contractor may discover. The
Contractor shall also verify all dimensions, field measurements, and field conditions before
laying out the Work. The Contractor will be held responsible for any subsequent error,
omission, conflict, or discrepancy which might have been avoided by the above-described
check, study, comparison, and reporting. In the event the Contractor continues to work on
an item where an inconsistency, ambiguity, error, omission, conflict, or discrepancy exists
without obtaining such clarification or resolution or commences an item of the Work
without giving written notice of an error, omission, conflict, or discrepancy that might have
been avoided by the check, study, and comparison required above, it shall be deemed that
the Contractor bid and intended to execute the more stringent, higher quality, or state of
the art requirement, or accepted the condition as is in the Contract Documents, without any
increase to the Contract Sum or Contract Time. The Contractor shall also be responsible to
correct any failure of component parts to coordinate or fit properly into final position as a
result of Contractor's failure to give notice of and obtain a clarification or resolution of any
error, omission, conflict, or discrepancy, without any right to any increase to the Contract
Sum or Contract Time.
(b) The Contractor shall perform the Work in accordance with the Contract Documents and
submittals approved pursuant to Paragraph 3.12.
3.3 SUPERVISION AND CONSTRUCTION PROCEDURES
(a) The Contractor shall supervise and direct the Work, using the Contractor’s best skill and
attention. The Contractor shall be solely responsible for and have control over construction
means, methods, techniques, sequences, and procedures and for coordinating all portions
of the Work, unless the Contract Documents set forth specific instructions concerning these
matters.
(b) The Contractor shall be responsible to the Owner for the acts and omissions of the
Contractor’s employees, Subcontractors, Sub-subcontractors, and their respective agents
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and employees, and any other persons performing portions of the Work under a subcontract
with the Contractor or with any Subcontractor, and all other persons or entities for which
the Contractor is legally responsible. All labor shall be performed by mechanics that are
trained and skilled in their respective trades. Standards of work required throughout shall
be of a quality that will bring only first class results. Mechanics whose work is
unsatisfactory, or who are considered careless, incompetent, unskilled, or otherwise
objectionable shall be dismissed promptly from the Work and immediately replaced with
competent, skilled personnel. Any part of the Work adversely affected by the acts or
omissions of incompetent, unskilled, careless, or objectionable personnel shall be
immediately corrected by the Contractor.
(c) The Contractor shall not be relieved of its obligation to perform the Work in accordance
with the Contract Documents either by activities or duties of the Architect/Engineer in the
Architect/Engineer’s administration of the Contract, or by tests, inspections, or approvals
required or performed by persons other than the Contractor.
(d) The Contractor shall be responsible for inspection of portions of Work already performed
under this Contract to determine that such portions are in proper condition to receive
subsequent Work. The Contractor's responsibility under this paragraph will not in any way
eliminate the Architect/Engineer's responsibility to the Owner under the
Architect/Engineer/Owner Agreement.
(e) Any Contractor, Subcontractor, Sub-subcontractor, or separate contractor who commences
Work over, in, or under any surface prepared by the Owner or by any other contractor,
subcontractor, sub-subcontractor or separate contractor without the Contractor having
given written notice to the Architect/Engineer of the existence of any faulty surface or
condition in the surface that prevents achieving the quality of workmanship specified by
the Contract Documents and without having obtained the prior approval of the
Architect/Engineer and the Owner to proceed is deemed to have accepted the surface or
condition in the surface as satisfactory at the commencement of such Work. Any
unsatisfactory Work subsequently resulting from such a faulty surface or condition in the
surface that was not pre-approved by the Architect/Engineer or the Owner after notice as
provided above may be rejected and replacement required, without any increase to the
Contract Sum or Contract Time.
(f) All grades, lines, levels, and benchmarks shall be established and maintained on an ongoing
basis by the Contractor. The Contractor is solely responsible for any errors made in
establishing or maintaining proper grades, lines, levels, or benchmarks. Each Contractor
for his own Work shall verify all grades, lines, levels, and dimensions as indicated on
Drawings. He shall report any errors, omissions, conflicts, or inconsistencies to
Architect/Engineer before commencing any Work affected by these conditions. Contractor
shall establish and safeguard benchmarks in at least two widely separated places and, as
Work progresses, establish benchmarks at each level and lay out partitions on rough floor
in exact locations as guides to all trades. The Contractor shall, from the permanent
benchmark provided by the Owner, establish and maintain adequate horizontal and vertical
control.
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3.4 LABOR AND MATERIALS
(a) Except as is otherwise specifically provided in the Contract Documents as being the
responsibility of the Owner, the Contractor shall provide and pay for labor, materials,
equipment, tools, construction equipment and machinery, water, heat, utilities,
transportation, and other facilities and services necessary for proper execution and
completion of the Work, whether temporary or permanent and whether or not incorporated
or to be incorporated in the Work.
(b) The Contractor shall enforce strict discipline and good order among the Contractor’s
employees and other persons carrying out the Contract. The Contractor shall not permit
employment of unfit persons or persons not skilled in tasks assigned to them.
(c) The Contractor shall give preference, when qualified labor is available to perform the Work
to which the employment relates, to all labor hired for the Project in the following order:
(1) to bona fide residents of the City of Denton, Texas;
(2) to bona fide residents of the County of Denton, Texas;
(3) to bona fide residents of the State of Texas;
(4) to bona fide residents of the United States.
3.5 WARRANTY
(a) General Warranty. The Contractor warrants to the Owner that all Work shall be
accomplished in a good and workmanlike manner and that all materials and equipment
furnished under the Contract will be of good quality, new (unless otherwise specified), and
free from faults or defects, and that the Work will otherwise conform to the Contract
Documents. Work not conforming to these requirements, including substitutions not
properly approved and authorized, will be considered defective or nonconforming. The
Contractor’s warranty excludes any remedy for damage or defect caused by abuse,
modifications not executed by the Contractor, improper or insufficient maintenance,
improper operation, or normal wear and tear under normal usage. If required by the
Architect/Engineer, the Contractor shall furnish satisfactory evidence as to the kind and
quality of materials and equipment. The commencement date, duration, and other
conditions related to the scope of this general warranty are established in Subparagraphs
9.9 (a) and 12.2(b) of these General Conditions. THE GENERAL WARRANTY
PROVIDED IN THIS SUBPARAGRAPH IS IN ADDITION TO AND DOES NOT
LIMIT OR DISCLAIM ANY OTHER WARRANTY OR REMEDY REQUIRED OR
PROVIDED BY LAW OR THE CONTRACT DOCUMENTS AND SUCH WARRANTY
SHALL REQUIRE THE CONTRACTOR TO REPLACE DEFECTIVE MATERIALS
AND RE-EXECUTE DEFECTIVE WORK THAT IS DISCLOSED BY THE OWNER
TO THE CONTRACTOR WITHIN A PERIOD OF two (2) YEAR AFTER
SUBSTANTIAL COMPLETION OF THE ENTIRE WORK OR, IF A LATENT
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DEFECT, WITHIN TWO (2) YEARS AFTER DISCOVERY BY THE OWNER OF THE
LATENT DEFECT.
(b) Special Warranties. The Contractor shall assign to the Owner in writing, as a condition
precedent to final payment, the terms and conditions of all special warranties required
under the Contract Documents.
3.6 TAXES
The Owner qualifies for exemption from state and local sales and use taxes, pursuant to the
provisions of Section 151.309 of the Texas Tax Code, as amended. Therefore, the Owner shall
not be liable for, or pay the Contractor's cost of, such sales and use taxes which would
otherwise be payable in connection with the purchase of tangible personal property furnished
and incorporated into the real property being improved under the Contract Documents or the
purchase of materials, supplies and other tangible personal property, other than machinery or
equipment and its accessories and repair and replacement parts, necessary and essential for
performance of the Contract which is to be completely consumed at the job site. The Contractor
shall issue an exemption certificate in lieu of the tax on such purchases.
3.7 PERMITS, FEES AND NOTICES
(a) The Owner will apply and arrange for the issuance of the City of Denton Building Permit.
The Contractor and Subcontractors will apply and arrange for the issuance of all other
required permits, and will not be required to pay a fee for any City of Denton permits
required for the Project. The Owner will pay all service extension charges, including tap
fees, assessed by the Water Utilities Department.
(b) The Contractor shall comply with and give notices required by laws, ordinances, rules,
regulations, and lawful orders of governmental entities or agencies applying to
performance of the Work.
(c) Except as provided in Subparagraph (d) below, it is not the Contractor’s responsibility to
ascertain that the Contract Documents are in accordance with applicable laws, ordinances,
construction codes, and rules and regulations. However, if the Contractor observes that
portions of the Contract Documents are at variance with applicable laws, ordinances,
construction codes, rules or regulations, the Contractor shall promptly notify the
Architect/Engineer and the Owner in writing, and necessary changes shall be accomplished
by appropriate Amendment.
(d) If the Contractor performs Work knowing it to be contrary to laws, ordinances, construction
codes, or rules and regulations without notifying the Architect/Engineer and the Owner,
the Contractor shall assume full responsibility for the Work and shall bear the attributable
costs of the correction of the Work and any other Work in place that may be adversely
affected by the corrective work.
3.8 SUPERINTENDENT
The Contractor shall employ a competent superintendent and necessary assistants who shall be
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in attendance at the Project site during performance of the Work. The superintendent shall
represent the Contractor, and communications given to the superintendent shall be as binding
as if given to the Contractor. Important communications shall be confirmed in writing. Other
communications shall be similarly confirmed on written request in each case. The Owner
reserves the right to request that the Contractor replace its superintendent at any time and the
Contractor will replace said superintendent at the Owner’s direction.
3.9 CONTRACTOR’S CONSTRUCTION SCHEDULES
(a) The Contractor shall, immediately after award of the Contract and before submittal of the
first Application for Payment, prepare and submit the construction schedule for the
Architect/Engineer's and Owner's information, review, and approval in accordance with
the following provisions:
(1) Unless otherwise approved in writing by the Owner, the construction schedule shall not
exceed the Contract Time limits currently in effect under the Contract Documents and
shall provide for expeditious and practicable execution of the Work.
(2) The construction schedule shall include all shop drawing and submittal data
requirements, indicating for each:
(i) the latest date to be submitted by the Contractor; and
(ii) the latest date for approval by the Architect/Engineer.
(3) The construction schedule shall be in the form of a critical path management schedule,
and shall indicate each critical task (the “predecessor”) of all the major construction
activities of the Work in a logical and sequential order (the “project network”) which
requires completion prior to commencement of the task next following (the
“successor”). Each task shall be identified with:
(i) actual work time, exclusive of slack time, for accomplishment;
(ii) the latest start date;
(iii) the latest finish date;
(iv) the amount of float associated with each task;
(v) the amount of labor, material, and equipment associated with each task; and
(vi) the percentage of completion as of the date of the current schedule.
(4) The construction schedule shall be revised and updated monthly to reflect the actual
status of the Work and shall be submitted with each Application for Payment.
(5) On or before the first day of each month, following the date of commencement of the
Work as stated in the notice to proceed, the Contractor shall prepare and submit to the
Architect/Engineer and the Owner an up-to-date status report of the progress of the
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various construction phases of the Work in the form of an updated construction
schedule. This status report shall consist of a time scale drawing indicating actual
progress of the various phases of the Work and the percentage of completion of the
entire Work. The original construction schedule shall be updated or changed to indicate
any adjustments to the Contract Time granted by the Owner. The updated schedule
must be submitted with the Contractor’s Application for Payment. No application will
be certified without a satisfactory update to the construction schedule.
(6) The construction schedule will also be revised to show the effect of change orders and
other events on Contract Time. No request for an increase in Contract Time will be
considered unless it is accompanied by a schedule revision demonstrating the amount
of time related to the cause of the request. If the Contractor’s status schedules reflect
that the Contractor has fallen behind the pace required to complete the Work within the
Contract Time, through no fault of the Owner, the Contractor shall prepare a recovery
schedule demonstrating how it intends to bring its progress back within the Contract
Time. This recovery schedule shall be in a form acceptable to the Owner.
(7) Costs incurred by the Contractor in preparing and maintaining the required construction
schedule, any updated schedule, and any recovery schedule required by the Owner will
not be paid as an additional or extra cost and shall be included in the Contract Sum.
(8) The Contract Sum is deemed to be based upon a construction schedule requiring the
full Contract Time. NO CLAIM FOR ADDITIONAL COMPENSATION SHALL BE
ALLOWED AS A RESULT OF THE CONTRACTOR BASING HIS BID ON AN
EARLY COMPLETION SCHEDULE, OR AS A RESULT OF DELAYS AND
COSTS ATTRIBUTABLE TO COMPLETION LATER THAN THE PLANNED
EARLY COMPLETION DATE.
(b) The Contractor shall also prepare and keep current, for the Architect/Engineer’s
approval, a schedule of submittals which is coordinated with the Contractor’s
construction schedule and allows the Architect/Engineer reasonable time to review
submittals.
(c) The Contractor shall conform to the most recent schedules approved as to form by
the Architect/Engineer and the Owner. Any subsequent revisions made by the
Contractor to schedules in effect shall conform to the provisions of Subparagraph
3.10(a)
(d) If the Work falls behind the approved construction schedule, the Contractor shall
take such steps as may be necessary to improve his progress, and the
Architect/Engineer and the Owner may require him to increase the number of shifts,
overtime operations, days of work, or the amount of construction plant, and to
submit for approval revised schedules in the form required above in order to
demonstrate the manner in which the agreed rate of progress will be regained, all
without additional cost to the Owner.
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3.10 DOCUMENTS AND SAMPLES AT THE PROJECT SITE
The Contractor shall maintain at the Project site for the Owner one record copy of the
Drawings, Specifications, addenda, and Amendments in good order and marked currently to
record changes and selections made during construction, and in addition shall maintain at the
Project site approved Shop Drawings, Product Data, Samples, and similar required submittals.
These shall be available to the Architect/Engineer and shall be delivered to the
Architect/Engineer for submittal to the Owner upon completion of the Work.
3.11 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES
(a) Shop Drawings are drawings, diagrams, schedules, and other data specially prepared for
the Work by the Contractor or a Subcontractor, Sub-subcontractor, manufacturer, supplier,
or distributor to illustrate some portion of the Work.
(b) Product Data are illustrations, standard schedules, performance charts, instructions,
brochures, diagrams, and other information furnished by the Contractor to illustrate
materials or equipment for some portion of the Work.
(c) Samples are physical examples which illustrate materials, equipment, or workmanship and
establish standards by which the Work will be judged.
(d) Shop Drawings, Product Data, Samples, and similar submittals are not Contract
Documents. The purpose of their submittal is to demonstrate for those portions of the Work
for which submittals are required the way the Contractor proposes to conform to the
information given and the design concept expressed in the Contract Documents. Review
by the Architect/Engineer is subject to the limitations of Paragraph 4.2.
(e) The Contractor shall review, approve and submit to the Architect/Engineer Shop Drawings,
Product Data, Samples, and similar submittals required by the Contract Documents with
reasonable promptness and in such sequence as to cause no delay in the Work or in the
activities of the Owner or of separate contractors. Submittals made by the Contractor which
are not required by the Contract Documents may be returned without action.
(f) The Contractor shall perform no portion of the Work requiring submittal and review of
Shop Drawings, Product Data, Samples, or similar submittals until the respective submittal
has been approved by the Architect/Engineer. Work requiring this submittal and review
shall be in accordance with approved submittals and any identified exceptions noted by the
Architect/Engineer.
(g) By approving and submitting Shop Drawings, Product Data, Samples and similar
submittals, the Contractor represents that the Contractor has determined and verified
materials, field measurements, and related field construction criteria, or will do so, and has
checked and coordinated the information contained within submittals with the
requirements of the Work and of the Contract Documents. The Contractor's attention is
directed to Paragraph 3.2 of these General Conditions and the requirements stated in that
Paragraph.
(h) The Contractor shall not be relieved of responsibility for deviations, substitutions, changes,
additions, deletions or omissions from requirements of the Contract Documents by the
Architect/Engineer's approval of Shop Drawings, Product Data, Samples, or similar
submittals unless the Contractor has specifically informed the Architect/Engineer in
writing of such substitutions, changes, additions, deletions, omissions, or deviations
involved in the submittal at the time of submittal and the Architect/Engineer, subject to a
formal Change Order signed by the Owner, Architect/Engineer and Contractor, has given
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written approval to the specific substitutions, changes, additions, deletions, omissions, or
deviations. The Contractor shall not be relieved of responsibility for errors or omissions in
Shop Drawings, Product Data, Samples, or similar submittals by the Architect/Engineer's
approval thereof. Further, notwithstanding any approval of a submittal by the
Architect/Engineer, the Contractor shall be responsible for all associated Project costs,
including costs of coordination’s, modifications, or impacts, direct or indirect, resulting
from any and all substitutions, changes, additions, deletions, omissions, or deviations,
whether or not specifically identified by the Contractor to the Architect/Engineer at the
time of the above-mentioned submittals, including additional consulting fees, if any, in any
and all accommodations associated with such substitutions, changes, additions, deletions,
omissions, or deviations to the requirements of the Contract Documents.
(i) The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings,
Product Data, Samples, or similar submittals, to additional revisions other than those
requested by the Architect/Engineer on previous submittals. In the absence of such written
notice, the Architect/Engineer’s approval of a resubmission shall not apply to the additional
revisions not requested.
(j) Informational submittals upon which the Architect/Engineer is not expected to take
responsive action may be so identified in the Contract Documents.
(k) When professional certification of performance criteria of materials, systems, or equipment
is required by the Contract Documents, the Architect/Engineer shall be entitled to rely upon
the accuracy and completeness of such calculations and certifications.
3.12 USE OF THE PROJECT SITE
The Contractor shall confine operations at the Project site to areas permitted by law,
ordinances, permits, and the Contract Documents and shall not unreasonably encumber the
Project site with materials or equipment.
3.13 CUTTING AND PATCHING
(a) The Contractor shall be responsible for cutting, fitting or patching required to complete
the Work or to make its parts fit together properly.
(b) The Contractor shall not damage or endanger a portion of the Work or any fully or
partially completed previous construction by cutting, patching, or otherwise altering the
construction or by excavating.
(c) A Hot Work Permit must be obtained from the City of Denton’s Facilities Management
Department, 869 S. Woodrow Lane, Denton, Texas (940 349-7200) for any temporary
operation involving open flames or producing heat and/or sparks. This includes, but is
not limited to: Brazing, Cutting, Grinding, Soldering, Torch Applied Roofing and
Welding.
3.14 CLEANING UP
(a) The Contractor shall keep the Project site and surrounding area free from accumulation
of waste materials or rubbish caused by operations under the Contract. Upon the
completion of the Work the Contractor shall remove from and about the Project site all
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waste materials, and rubbish, and all of the Contractor’s tools, construction equipment,
machinery, and surplus materials.
(b) If the Contractor fails to clean up as provided in the Contract Documents, the Owner may
clean up and the Owner’s cost of cleaning up shall be charged to the Contractor.
3.15 ACCESS TO WORK
The Contractor shall provide the Owner and the Architect/Engineer access to the Work in
preparation and progress wherever located during the course of construction.
3.16 TESTS AND INSPECTIONS
(a) Tests, inspections, and approvals of portions of the Work required by the Contract
Documents or by laws, ordinances, rules, regulations, or orders of governmental entities or
agencies having jurisdiction over the Work shall be made at appropriate times. Unless
otherwise provided, the Contractor shall make arrangements for such tests, inspections, and
approvals with an independent testing laboratory or entity selected or contracted by the
Owner or with the appropriate governmental entity or agency, and the Owner shall bear all
related costs of tests, inspections, and approvals. The Contractor shall give the
Architect/Engineer timely notice of when and where tests and inspections are to be made
so the Architect/Engineer may observe such procedures. The Owner shall bear costs of
tests, inspections, or approvals which become requirements after bids or proposals are
received.
(b) If the Architect/Engineer, the Owner or other public authorities having jurisdiction over
the Work determine that portions of the Work require additional testing, inspection or
approval not included under Subparagraph 3.17(a), the Architect/Engineer will, upon
written authorization from the Owner, instruct the Contractor to make arrangements for
such additional testing, inspection or approval by an entity acceptable to the Owner, and
the Contractor shall give timely notice to the Architect/Engineer of when and where tests
and inspections are to be made so that the Architect/Engineer may observe such
procedures. The Owner shall bear such costs except as provided in Subparagraph 3.17(c).
(c) If procedures for testing, inspection, or approval under Subparagraphs 3.17(a) and 3.17(b)
reveal deficiencies or nonconformities in the Work, the Contractor shall bear all costs made
necessary to correct the deficiencies or nonconformities, including those of repeated
procedures and compensation for the Architect/Engineer’s services and expenses, if any.
The Contractor shall bear the costs of any subsequent testing, inspection, or approval of
the corrected Work.
(d) Required certificates of testing, inspection or approval shall, unless otherwise required by
the Contract Documents, be secured by the Contractor and promptly delivered to the
Architect/Engineer.
(e) If the Architect/Engineer is to observe tests, inspections or approvals required by the
Contract Documents, the Architect/Engineer will do so promptly and, where practicable,
at the normal place of testing or inspection.
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(f) Tests or inspections conducted pursuant to the Contract Documents shall be made promptly
to avoid unreasonable delay in the Work.
3.17 ROYALTIES AND PATENTS
The Contractor shall pay all royalties and license fees. CONTRACTOR SHALL
COMPLETELY DEFEND, INDEMNIFY AND HOLD OWNER AND
ARCHITECT/ENGINEER HARMLESS FROM ANY AND ALL SUITS OR CLAIMS
FOR INFRINGEMENT OF PATENT RIGHTS, REGARDLESS OF WHETHER OR NOT
THE OWNER OR THE ARCHITECT/ENGINEER SPECIFIED A PARTICULAR
DESIGN, PROCESS OR PRODUCT IN THE CONTRACT DOCUMENTS THAT MAY
BE THE SUBJECT OF A PATENT INFRINGEMENT OR OTHERWISE ACTIVELY
INDUCED OR CONTRIBUTED TO THE INFRINGEMENT. In the event the Contractor
has reason to believe that a particular design, process or product specified infringes a patent,
the Contractor shall immediately notify the Owner and the Architect/Engineer of same.
3.18 INDEMNIFICATION
(a) THE CONTRACTOR AGREES TO DEFEND, INDEMNIFY AND HOLD THE
OWNER, ITS OFFICERS, AGENTS AND EMPLOYEES, AND THE
ARCHITECT/ENGINEER, HARMLESS AGAINST ANY AND ALL CLAIMS,
LAWSUITS, JUDGMENTS, FINES, PENALTIES, COSTS AND EXPENSES FOR
PERSONAL INJURY (INCLUDING DEATH), PROPERTY DAMAGE OR OTHER
HARM OR VIOLATIONS FOR WHICH RECOVERY OF DAMAGES, FINES, OR
PENALTIES IS SOUGHT, SUFFERED BY ANY PERSON OR PERSONS, THAT MAY
ARISE OUT OF OR BE OCCASIONED BY CONTRACTOR'S BREACH OF ANY OF
THE TERMS OR PROVISIONS OF THIS CONTRACT, VIOLATIONS OF LAW, OR
BY ANY NEGLIGENT, GROSSLY NEGLIGENT, INTENTIONAL, OR STRICTLY
LIABLE ACT OR OMISSION OF THE CONTRACTOR, ITS OFFICERS, AGENTS,
EMPLOYEES, SUBCONTRACTORS, OR SUB-SUBCONTRACTORS AND THEIR
RESPECTIVE OFFICERS, AGENTS, OR REPRESENTATIVES, OR ANY OTHER
PERSONS OR ENTITIES FOR WHICH THE CONTRACTOR IS LEGALLY
RESPONSIBLE IN THE PERFORMANCE OF THIS CONTRACT; EXCEPT THAT
THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL NOT APPLY TO
ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OR FAULT OF THE
OWNER, ITS OFFICERS, AGENTS, EMPLOYEES OR SEPARATE CONTRACTORS,
OR OF THE ARCHITECT/ENGINEER, AND IN THE EVENT OF JOINT AND
CONCURRENT NEGLIGENCE OR FAULT OF THE CONTRACTOR, THE OWNER,
AND THE ARCHITECT/ENGINEER, RESPONSIBILITY AND INDEMNITY, IF ANY,
SHALL BE APPORTIONED IN ACCORDANCE WITH THE LAW OF THE STATE
OF TEXAS, WITHOUT, HOWEVER, WAIVING ANY GOVERNMENTAL
IMMUNITY AVAILABLE TO THE OWNER UNDER TEXAS LAW AND WITHOUT
WAIVING ANY DEFENSES OF THE PARTIES UNDER TEXAS LAW. THE
PROVISIONS OF THIS PARAGRAPH ARE SOLELY FOR THE BENEFIT OF THE
PARTIES HERETO AND ARE NOT INTENDED TO CREATE OR GRANT ANY
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RIGHTS, CONTRACTUAL OR OTHERWISE, TO ANY OTHER PERSON OR
ENTITY.
(b) In claims against any person or entity indemnified under this Paragraph 3.19 by an
employee of the Contractor, a Subcontractor, anyone directly or indirectly employed by
them or anyone for whose acts they may be liable, the indemnification obligation under
this Paragraph 3.19 shall not be limited by a limitation on amount or type of damages,
compensation or benefits payable by or for the Contractor or a Subcontractor under workers
compensation acts, disability benefit acts or other employee benefit acts.
(c) Indemnification under this Paragraph 3.19 shall include, but is not limited to, liability
which could result to or be created for the Owner, its officers, agents, or employees, or the
Architect/Engineer pursuant to State or Federal laws or regulations relating to pollution of
the environment and State or Federal laws or regulations relating to the occupational safety
and health of workers. The Contractor specifically agrees to comply with the above-
mentioned laws and regulations in the performance of the Work by the Contractor and that
the obligations of the Owner, its officers, agents, and employees, and the
Architect/Engineer under the above-mentioned laws and regulations are secondary to those
of the Contractor.
ARTICLE 4 CONTRACT ADMINISTRATION
4.1 THE DESIGN PROFESSIONAL (ARCHITECT/ENGINEER)
(a) The design professional is the person lawfully licensed to practice architecture or
engineering or a firm or other business entity lawfully practicing architecture/engineering
identified as such in the formal Construction Services Agreement and is referred to
throughout the Contract Documents as if singular in number. The term
“Architect/Engineer” means the Architect/Engineer or the Architect/Engineer’s authorized
representative. The Owner may, at its option, designate a qualified Owner representative
to serve as the Architect/Engineer on the Project instead of an outside firm or person. In
such event, the references in these General Conditions that refer to the Architect/Engineer
shall apply to the Owner-designated Architect/Engineer representative and the Owner-
designated Architect/Engineer representative shall be accorded that same status by the
Contractor.
(b) In the event the Architect/Engineer is an outside person or firm and the
Architect/Engineer's employment is terminated, the Owner may, at its option, contract with
a new outside Architect/Engineer to replace the former, or may designate a qualified Owner
representative to serve as the Architect/Engineer. The replacement Architect/Engineer,
whether an Owner representative, an independent Architect/Engineer or any other qualified
person or entity, shall be regarded as the Architect/Engineer for all purposes under the
Contract Documents and shall be accorded that same status by the Contractor. Any dispute
in connection with such appointment shall be reviewed and settled by the Owner, whose
decision shall be final and binding.
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(c) Owner reserves the right to appoint a representative empowered to act for the Owner during
the Construction Phase and to supersede the Architect/Engineer’s Construction Phase
responsibility. Similarly, from time to time the Owner may expand or reduce the Owner’s
delegation of powers to the Architect/Engineer, with the Owner notifying the Contractor
of any such changes. The Architect/Engineer shall not be construed as a third party
beneficiary to the Contract and can in no way object to any expansion or reduction of
powers as set forth in this Subparagraph (c). In no event, however, shall the Owner have
control over charge of, or be responsible for, construction means, methods, techniques,
sequences, or procedures, or for safety precautions or programs in connection with the
Work since these are solely the Contractor’s responsibility. The Owner will not be
responsible for the Contractor’s failure to carry out the Work in accordance with the
Contract Documents. The Owner will not have control over or charge of and will not be
responsible for acts or omissions of Contractor, Subcontractors, or their agents or
employees, or of any other persons performing portions of the Work.
4.2 ARCHITECT/ENGINEER’S RESPONSIBILITIES DURING CONSTRUCTION
(a) The Architect/Engineer will administer the Contract as described in the Contract
Documents and in accordance with the terms of the Architect/Engineer's agreement with
the Owner, where applicable, subject to the direction and approval of the Owner. If
requested by the Contractor, the provisions of the Owner/Architect/Engineer Agreement
will be made available to the Contractor.
(b) The Architect/Engineer shall provide, during performance of the Work, periodically
visiting the Project site to the extent necessary to personally familiarize themselves with
the progress and quality of the Work, and to determine if the Work is proceeding in
accordance with the Contract Documents. The Architect/Engineer shall not, however, be
required to make continuous on-site inspections to check the Work. Field reports of each
visit shall be prepared by the Architect/Engineer and submitted to the Owner. The
Architect/Engineer shall employ all reasonable measures to safeguard the Owner against
defects and nonconformities in the Work. The Architect/Engineer shall not be responsible
for the construction means, methods, techniques, sequences of procedures, nor for the
safety precautions and programs employed in connection with the Work. The
Architect/Engineer will, however, immediately inform the Owner whenever defects or
nonconformities in the Work are observed, or when any observed actions or omissions are
undertaken by the Contractor or any Subcontractor which are not in the best interests of
the Owner or the Project.
(c) The Architect/Engineer and the Owner will not have control over or charge of and will not
be responsible for construction means, methods, techniques, sequences, or procedures, or
for safety precautions and programs in connection with the Work, since these are solely
the Contractor’s responsibility as provided in Paragraph 4.3. The Architect/Engineer and
the Owner will not be responsible for the Contractor’s failure to carry out the Work in
accordance with the Contract Documents. The Architect/Engineer and the Owner will not
have control over or charge of and will not be responsible for acts or omissions of the
Contractor, Subcontractors, Sub-subcontractors, or their respective agents or employees,
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or of any other persons performing portions of the Work for which the Contractor is
responsible.
(d) Except as otherwise provided in the Contract Documents or when direct communications
have been specially authorized, the Owner and Contractor shall endeavor to communicate
through the Architect/Engineer. Communications by and with the Architect/Engineer’s
consultants shall be through the Architect/Engineer. Communications by and with
Subcontractors and material suppliers shall be through the Contractor. Communications by
and with separate contractors will be through the Owner. The Contractor shall provide
written confirmation of communications made directly with the Owner and provide copies
of such confirmation to the Architect/Engineer.
(e) Based on the Architect/Engineer’s observations and evaluations of the Contractor’s
Applications for Payment, the Architect/Engineer will review and certify the amounts due
the Contractor and will issue Certificates for Payment in such amounts.
(f) The Architect/Engineer and the Owner will each have authority to reject Work which does
not conform to the Contract Documents. Whenever the Architect/Engineer considers it
necessary or advisable for implementation of the intent of the Contract Documents, the
Architect/Engineer will have authority to require additional inspection or testing of the
Work in accordance with Subparagraphs 3.17(b) and 3.17(c), whether or not such Work is
fabricated, installed or completed. However, neither this authority of the
Architect/Engineer nor a decision made in good faith either to exercise or not to exercise
such authority shall give rise to any duty or responsibility of the Architect/Engineer to the
Contractor, Subcontractors, material and equipment suppliers, their agents or employees,
or other persons performing portions of the Work.
(g) The Architect/Engineer will review and approve or take other appropriate action upon the
Contractor’s submittals such as Shop Drawings, Product Data, and Samples, but only for
the limited purpose of checking for conformance with information given and the design
concept expressed in the Contract Documents. The Architect/Engineer’s action will be
taken with such reasonable promptness as to not delay the Work or the activities of the
Owner, Contractor, or separate contractors. Review of such submittals is not conducted for
the purpose of determining the accuracy and completeness of other details such as
dimensions and quantities, or for substantiating instructions for installation or performance
of equipment or systems, all of which remain the responsibility of the Contractor as
required by the Contract Documents. The Architect/Engineer’s review of the Contractor’s
submittals shall not relieve the Contractor of any obligations under Paragraphs 3.3, 3.5,
and 3.12. The Architect/Engineer’s review shall not constitute approval of safety
precautions or, unless otherwise specifically stated in writing by the Architect/Engineer, of
any construction means, methods, techniques, sequences, or procedures. The
Architect/Engineer’s approval of a specific item shall not indicate approval of an assembly
of which the item is a component.
(h) The Architect/Engineer will prepare Change Orders and may authorize minor changes in
the Work as provided in Paragraph 7.3.
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(i) The Architect/Engineer will conduct inspections to determine the date or dates of
Substantial Completion and the date of final completion, will receive and forward to the
Owner for the Owner’s review and records written warranties and related documents
required by the Contract and assembled by the Contractor, and will issue a final Certificate
for Payment upon compliance with the requirements of the Contract Documents.
(j) If the Owner and Architect/Engineer agree, the Architect/Engineer will provide one or
more Project representatives to assist in carrying out the Architect/Engineer’s
responsibilities at the site. The duties, responsibilities, and limitations of authority of such
Project representatives are included in the scope of Engineers work which will be disclosed
upon request by contractor before award.
(k) The Architect/Engineer will interpret and make recommendations to the Owner concerning
performance under and requirements of the Contract Documents upon written request of
either the Owner or Contractor. The Architect/Engineer’s response to such requests will be
made with reasonable promptness and within any time limits agreed upon. The
Architect/Engineer shall secure the Owner’s written approval before issuing instructions,
interpretations, or judgments to the Contractor which change the scope of the Work or
which modify or change the terms and conditions of any of the Contract Documents.
(l) Interpretations and decisions of the Architect/Engineer will be consistent with the intent of
and reasonably inferable from the Contract Documents and will be in writing or in the form
of Drawings. When making such interpretations and decisions, the Architect/Engineer will
endeavor to secure faithful performance by the Contractor.
(m) The Architect/Engineer’s decisions on matters relating to aesthetic effect will be final if
consistent with the intent expressed in the Contract Documents provided that the
Architect/Engineer has prior written approval of the Owner.
4.3 CLAIMS AND DISPUTES
(a) Definition; General Notice of Claim Procedure. As used in these General Conditions, a
“Claim” means a demand or assertion by one of the parties to the Contract seeking an
adjustment of the terms of the Contract Documents, of the Contract Sum, of the Contract
Time, or some other relief in respect to the terms of the Contract Documents. The term also
includes all other disputes between the Owner and the Contractor arising out of or relating
to the Project or the Contract Documents, including but not limited to claims that work was
outside the scope of the Contract Documents. The responsibility to substantiate the Claim
and the burden of demonstrating compliance with this provision shall rest with the party
making the Claim. Except where otherwise provided in the Contract Documents, a Claim
by the Contractor, whether for additional compensation, additional time, or other relief,
including but not limited to claims arising from concealed conditions, MUST BE MADE
BY WRITTEN NOTICE TO THE ARCHITECT/ENGINEER AND THE OWNER
WITHIN FOURTEEN (14) DAYS AFTER OCCURRENCE OF THE EVENT OR
EVENTS GIVING RISE TO THE PARTICULAR CLAIM. Every Claim of the
Contractor, whether for additional compensation, additional time, or other relief, including
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but not limited to claims arising from concealed conditions, shall be signed and sworn to
by an authorized corporate officer (if not a corporation, then an official of the company
authorized to bind the Contractor by his signature) of the Contractor, verifying the truth
and accuracy of the Claim. THE CONTRACTOR SHALL BE DEEMED TO HAVE
WAIVED ANY CLAIM NOT MADE STRICTLY IN ACCORDANCE WITH THE
PROCEDURE AND TIME LIMITS SET OUT IN THIS PARAGRAPH.
(b) Referral to the Architect/Engineer. Claims, disputes, and other matters in question between
the Contractor and the Owner relating to the progress or execution of the Work or the
interpretation of the Contract Documents shall be referred to the Architect/Engineer for
recommendation to the Owner, which recommendation the Architect/Engineer will furnish
in writing within a reasonable time, provided proper and adequate substantiation has been
received. Failure of the Contractor to submit the Claim to the Architect/Engineer for
rendering of a recommendation to the Owner shall constitute a waiver of the Claim.
(c) Continuing Contract Performance. Pending final resolution of a claim the Contractor shall
proceed diligently with performance of the Work and the Owner shall continue to make
payments in accordance with the Contract Documents.
(d) Claims for Concealed or Unknown Conditions. No adjustment in the Contract Sum or Time
associated with concealed or unknown conditions will normally be considered or allowed;
provided, however, that the Contract Sum or Time may be adjusted by the Owner in such
circumstances only if:
(1) a concealed subsurface condition is encountered in the course of performance of the
Work;
(2) a concealed or unknown condition in an existing structure is at variance with conditions
indicated by the Contract Documents; or
(3) an unknown physical condition is encountered below the surface of the ground or in an
existing structure which is of an unusual nature and materially different from those
ordinarily encountered and generally recognized as inherent in the character of the
Work; and
(4) a notice of claim with proper and adequate substantiation is presented pursuant to
Subparagraph 4.3(a) of these General Conditions; and
(5) the Owner and the Architect/Engineer determine that:
(i) prior to submitting its bid for the Work, the Contractor used reasonable diligence to
fully inspect the portion of the Project site where the condition was discovered; and
(ii) the work caused or required by the concealed or unknown condition at issue can be
considered extra work to the extent that additional new Drawings must be prepared and
issued and new construction beyond the scope of the Contract Documents is required.
(e) Disclaimer of Warranties as to Reports, Drawings, and Specifications. PROJECT SITE
INFORMATION AND REPORTS (INCLUDING BUT NOT LIMITED TO SOILS
TESTING REPORTS, GEOTECHNICAL REPORTS, OR ENVIRONMENTAL SITE
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ASSESSMENTS) PROVIDED BY THE OWNER AND THE ARCHITECT/ENGINEER
IN THE PROJECT MANUAL OR BY OTHER MEANS SHALL BE UTILIZED BY THE
CONTRACTOR AT THE CONTRACTOR’S OWN RISK. THE OWNER AND THE
ARCHITECT/ENGINEER DO NOT GUARANTEE OR WARRANT ANY
INFORMATION SHOWN IN THE PROJECT SITE INFORMATION AND REPORTS.
(f) Claims for Additional Cost. If the Contractor wishes to make a claim for an increase in the
Contract Sum, written notice as provided in this Paragraph 4.3 shall be given before
proceeding to execute the Work. Prior notice is not required for claims relating to an
emergency endangering life or property arising under Paragraph 10.3. In addition, the
Contractor's request for an increase in the Contract Sum for any reason (other than work
performed under emergency conditions) shall be made far enough in advance of required
work to allow the Owner and the Architect/Engineer a sufficient amount of time, without
adversely affecting the construction schedule, to review the request, prepare and distribute
such additional documents as may be necessary to obtain suitable estimates or proposals
and to negotiate, execute and distribute a Change Order for the required work if the
Contractor believes that additional cost is involved for reasons including but not limited
to:
(1) a written interpretation from the Architect/Engineer;
(2) a written order for a minor change in the Work issued by the Architect/Engineer;
(3) failure of payment by the Owner;
(4) termination of the Contract by the Owner;
(5) the Owner’s temporary suspension of all or any portion of the Work where the
Contractor was not at fault; or
(6) other reasonable grounds.
(g) Injury or Damage to Person or Property. If the Contractor suffers injury or damages to
person or property because of an act or omission of the Owner, or of any of the Owner's
officers, employees or agents, written, sworn-to notice of any claim for damages or injury
shall be given as provided in Subparagraph 4.3(a). The notice shall provide sufficient detail
to enable the Architect/Engineer and the Owner to investigate the matter.
(h) Subcontractor Pass-Through Claims. In the event that any Subcontractor of the Contractor
asserts a claim to the Contractor that the Contractor seeks to pass through to the Owner
under the Contract Documents, any entitlement of the Contractor to submit and assert the
claim against the Owner shall be subject to:
(1) the requirements of Paragraph 4.3 of these General Conditions; and
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(2) the following additional three requirements listed below, all three of which additional
requirements shall be conditions precedent to the entitlement of the Contractor to seek
and assert such claim against the Owner:
(ii) The Contractor shall either (A) have direct legal liability as a matter of contract,
common law, or statutory law to the Subcontractor for the claim that the Subcontractor
is asserting or (B) the Contractor shall have entered into a written liquidating agreement
with the Subcontractor, under which agreement the Contractor has agreed to be legally
responsible to the Subcontractor for pursing the assertion of such claim against the
Owner under the Contract and for paying to the Subcontractor any amount that may be
recovered, less Contractor’s included markup (subject to the limits in the Contract
Documents for any markup). The liability or responsibilities shall be identified in
writing by the Contractor to the Owner at the time such claim is submitted to Owner,
and a copy of any liquidating agreement shall be included by the Contractor in the claim
submittal materials.
(ii) The Contractor shall have reviewed the claim of the Subcontractor prior to its
submittal to Owner and shall have independently evaluated such claim in good faith to
determine the extent to which the claim is believed in good faith to be valid. The
Contractor shall also certify, in writing and under oath to the Owner, at the time of the
submittal of such claim, that the Contractor has made a review, evaluation, and
determination that the claim is made in good faith and is believed to be valid.
(iii) The Subcontractor making the claim to the Contractor shall certify in writing and
under oath that it has compiled, reviewed and evaluated the merits of such claim and
that the claim is believed in good faith by the Subcontractor to be valid. A copy of the
certification by the Subcontractor shall be included by Contractor in the claim submittal
materials.
(3) Any failure of the Contractor to comply with any of the foregoing requirements and
conditions precedent with regard to any such claim shall constitute a waiver of any
entitlement to submit or pursue such claim.
(4) Receipt and review of a claim by the Owner under this Subparagraph shall not be
construed as a waiver of any defenses to the claim available to the Owner under the
Contract Documents or law.
(i) Owner’s Right to Order Acceleration and to Deny Claimed and Appropriate Time
Extensions, in Whole or in Part. The Contractor acknowledges and agrees that
Substantial Completion of the Work by or before the Scheduled Completion Date is of
substantial importance to Owner. The following provisions, therefore, will apply:
(1) If the Contractor falls behind the approved construction schedule for whatever
reason, the Owner shall have the right, in the Owner’s sole discretion, to order the
Contractor to develop a recovery schedule as described in Paragraph 3.10 or to
accelerate its progress in such a manner as to achieve Substantial Completion on or
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before the Contract Time completion date or such other date as the Owner may
reasonably direct and, upon receipt, the Contractor shall take all action necessary
to comply with the order. In such event, any possible right, if any, of the Contractor
to additional compensation for any acceleration shall be subject to the terms of this
Subparagraph (i).
(2) In the event that the Contractor is otherwise entitled to an extension of Contract
Time and has properly initiated a Claim for a time extension in accordance with
Subparagraph 4.3(a) above, the Owner shall have the right, in the Owner’s sole
discretion, to deny all, or any part, of the Claim for extension of Contract Time by
giving written notice to the Contractor provided within fourteen (14) days after
receipt of the Contractor's Claim. If the Owner denies the Contractor's claim for an
extension of Contract Time under this Clause (i)(2), either in whole or in part, the
Contractor shall proceed to prosecute the Work in such a manner as to achieve
Substantial Completion on or before the then existing Scheduled Completion Date.
(3) If the Contractor would have been entitled to a time extension for a reason
specifically allowed under the Contract Documents, for an amount of time that
would have justified approval by the Owner if not for the need and right to
accelerate, the Contractor may initiate a Claim for acceleration costs pursuant to
Subparagraph 4.3(a). Any resulting Claim for acceleration costs properly initiated
by the Contractor under Subparagraph 4.3(a) above shall be limited to those
reasonable and documented direct costs of labor, materials, equipment, and
supervision solely and directly attributable to the actual acceleration activity
necessary to bring the Work back within the then existing approved construction
schedule. These direct costs include the premium portion of overtime pay,
additional crew, shift, or equipment costs if requested in advance by the Contractor
and approved in writing by the Owner. A percentage markup for the prorated cost
of premium on the existing performance and payment bonds and required
insurance, not to exceed 5%, will be allowed on the claimed acceleration costs. NO
OTHER MARKUP FOR PROFIT, OVERHEAD (INCLUDING BUT NOT
LIMITED TO HOME OFFICE OVERHEAD) OR ANY OTHER COSTS WILL
BE ALLOWED ON ANY ACCELERATION CLAIM. The Owner shall not be
liable for any costs related to an acceleration claim other than those described in
this Clause (i)(3).
(i) Waiver of Claims; Final Payment. The making of final payment shall constitute a waiver
of claims by the Owner except those arising from:
(1) claims, security interests, purported liens, or other attempted encumbrances arising out
of the Contract and remaining unsettled;
(2) defective or nonconforming Work appearing after Substantial Completion;
(3) latent defects, as defined in Subparagraph 12.2(d), appearing after Final Completion;
or
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(4) the terms of general and special warranties required by the Contract Documents or
allowed or implied by law.
(k) THE CONTRACTOR SHALL NOT BE ENTITLED TO RECOVER ATTORNEY’S
FEES AS A PART OF ANY CLAIM MADE UNDER THE CONTRACT DOCUMENTS
OR IN ANY SUBSEQUENT LAWSUIT OR ALTERNATIVE DISPUTE RESOLUTION
PROCEEDING.
(l) No Waiver of Governmental Immunity. NOTHING IN THE CONTRACT DOCUMENTS
SHALL BE CONSTRUED TO WAIVE THE OWNER’S GOVERNMENTAL
IMMUNITY FROM LAWSUIT, WHICH IMMUNITY IS EXPRESSLY RETAINED TO
THE EXTENT IT IS NOT CLEARLY AND UNAMBIGUOUSLY WAIVED BY STATE
LAW.
ARTICLE 5 SUBCONTRACTORS
5.1 DEFINITIONS OF SUBCONTRACTOR
(a) A Subcontractor is person or entity who has a direct contract with the Contractor to perform
a portion of the Work at the Project site or to supply materials or equipment to the
Contractor by purchase or lease for use in performance of or incorporation into the Work.
The term “Subcontractor” is referred to throughout the Contract Documents as if singular
in number and means a Subcontractor or an authorized representative of the Subcontractor.
The term “Subcontractor” does not include a separate contractor or subcontractors of a
separate contractor.
(b) A Sub-subcontractor is a person or entity who has a direct or indirect contract with a
Subcontractor to perform a portion of the Work at the Project site or to supply materials or
equipment to the Subcontractor or another Sub-subcontractor by purchase or lease for use
in performance of or incorporation into the Work. The term “Sub-subcontractor” is referred
to throughout the Contract Documents as if singular in number and means a Sub-
subcontractor or an authorized representative of the Sub-subcontractor.
5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF
THE WORK
(a) Immediately after the award of the Contract by the Owner, and before the formal
Construction Services Agreement is signed by the Contractor and the Owner, the
Contractor shall furnish to the Architect/Engineer in writing, for acceptance by the Owner
and the Architect/Engineer, a list of the names, addresses, telephone numbers, M/WBE
certification numbers (where applicable), and type of work of the Subcontractors
(including those who are to furnish materials or equipment fabricated to a special design),
proposed for the principal portions of the Work, including furnishings when made a part
of the Contract. The Contractor shall immediately notify the Owner in writing of any
changes in the list as they occur. The Architect/Engineer will promptly reply to the
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Contractor in writing stating whether or not the Owner or the Architect/Engineer, after due
investigation, has reasonable objection to any such proposed person or entity. Failure of
the Owner or Architect/Engineer to reply promptly shall constitute notice of no reasonable
objection.
(b) The Contractor shall not contract with a proposed person or entity to whom the Owner or
Architect/Engineer has made reasonable and timely objection.
(c) Architect/Engineer's and Owner's approval of or objection to any Subcontractor or of a
particular process or material will not relieve the Contractor of his responsibility for
performance of Work as called for under the Contract Documents, and shall not provide a
basis for any claim for additional time or money on the part of the Contractor. Approval
shall not be construed to create any contractual relationship between the Subcontractor and
either the Owner or Architect/Engineer. In no event shall the Contract Sum be increased as
a result of the rejection of any Subcontractor.
(d) The Contractor shall not change a Subcontractor previously selected if the Owner or
Architect/Engineer makes reasonable objection to such change.
5.3 SUBCONTRACTUAL RELATIONS
(a) By appropriate agreement, written where legally required for validity, the Contractor shall
require each Subcontractor, to the extent of the Work to be performed by the Subcontractor,
to be bound to the Contractor by the terms of the Contract Documents (including but not
limited to these General Conditions), and to assume toward the Contractor all the
obligations and responsibilities which the Contractor, by the Contract Documents, assumes
toward the Owner and the Architect/Engineer. Each subcontract agreement shall preserve
and protect the rights of the Owner and the Architect/Engineer under the Contract
Documents (including but not limited to these General Conditions) with respect to the
Work to be performed by the Subcontractor so that subcontracting will not prejudice the
rights of the Owner and the Architect/Engineer. Where appropriate, the Contractor shall
require each Subcontractor to enter into similar agreements with Sub-subcontractors. The
Contractor shall make available to each proposed Subcontractor, prior to the execution of
the subcontract agreement, copies of the Contract Documents to which the Subcontractor
is to be bound. Subcontractors shall similarly make copies of applicable portions of such
Documents available to their respective proposed Sub-subcontractors.
(b) The Contractor is solely responsible for making payments properly to the Contractor’s
Subcontractors on the Project. During performance of the Work, the Contractor shall
comply with the following additional rules regarding Subcontractor payments:
(1) The Contractor shall submit, beginning with the Second Application and Certificate for
Payment, a Subcontractor Payment Report (the "Report") with each Application and
Certificate for Payment. The Report shall show all payments made to date by the
Contractor (plus existing retainage) to each Subcontractor involved in the Project. The
Report shall be made on a form approved and supplied by the Owner. As an alternative
to the Report, the Contractor may furnish Affidavits of Payment Received with the
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Application and Certificate for Payment, which affidavits shall be executed by each
Subcontractor owed money and paid during the previous progress payment period for
work or materials furnished on the Project. RECEIPT BY THE OWNER OF THE
REPORT OR AFFIDAVITS OF PAYMENT RECEIVED SHALL BE A
CONDITION PRECEDENT TO PAYMENT ON ANY APPLICATION.
(2) If, for any reason, the Contractor is withholding payment to a Subcontractor due to a
dispute or other problem with performance, the Contractor shall note the amount
withheld and that payment is in dispute. The Owner may require the Contractor to
document and verify the dispute or other problem in question.
(3) The Owner reserves the right in its sole discretion, to withhold payment to the
Contractor pursuant to Paragraph 9.5(a) of the General Conditions, should it appear
from the Report, statements of payment received or other information furnished to the
Owner that:
(i) the Report has not been properly completed;
(ii) the Contractor has knowingly provided false information regarding payment of any
Subcontractor; or
(iii) the Contractor has otherwise failed to make payments properly to any
Subcontractor.
(4) THE CONTRACTOR SHALL NOT HAVE ANY RIGHT TO MAKE A CLAIM FOR
ADDITIONAL TIME OR ADDITIONAL COMPENSATION AS A RESULT OF
THE OWNER'S OR ARCHITECT/ENGINEER'S ENFORCEMENT OF THIS
SUBPARAGRAPH 5.3(b). NO PROVISION OF THIS SUBPARAGRAPH OR ANY
OF THE CONTRACT DOCUMENTS SHALL BE CONSTRUED TO CREATE A
CONTRACTUAL RELATIONSHIP, EXPRESS OR IMPLIED, BETWEEN ANY
SUBCONTRACTOR AND EITHER THE OWNER OR THE
ARCHITECT/ENGINEER AND SHALL NOT BE CONSTRUED TO MAKE ANY
SUBCONTRACTOR OR ANY OTHER PERSON OR ENTITY A THIRD PARTY
BENEFICIARY OF THE CONTRACT BETWEEN THE OWNER AND THE
CONTRACTOR.
5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS
In the event of a termination of this Contract by the Owner under Article 14, the Contractor shall,
if requested in writing by the Owner, within fifteen (15) days after the date notice of termination
is sent, deliver and assign to Owner, or any person or entity acting on the Owner's behalf, any or
all subcontracts made by Contractor in the performance of the Work, and deliver to the Owner true
and correct originals and copies of the subcontract documents. In the event assignment is not
requested by the Owner, Contractor shall terminate all subcontracts to the extent that Owner has
not directed assignment of same and to the extent that they relate to the performance of Work
terminated by the notice of termination.
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ARTICLE 6 CONSTRUCTION BY THE OWNER/ SEPARATE CONTRACTORS
6.1 OWNER’S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE
CONTRACTS
(a) The Owner reserves the right to perform construction or operations related to the Project
with the Owner’s own forces, and to award separate contracts in connection with other
portions of the Project or other construction or operations on the Project site under
Conditions of the Contract identical or substantially similar to these General Conditions,
including those portions related to insurance and waiver of subrogation. If the Contractor
claims that delay or additional cost is involved because of such action by the Owner, the
Contractor shall make a claim as provided elsewhere in and in accordance with the Contract
Documents.
(b) When separate contracts are awarded for different portions of the Project or other
construction or operations on the Project site, the term “Contractor” in the Contract
Documents in each case shall mean the Contractor who executes each separate Building
Construction Services Agreement with the Owner.
(c) The Owner shall provide for coordination of the activities of the Owner’s own forces and
of each separate contractor with the Work of the Contractor, who shall cooperate with
them. The Contractor shall participate with other separate contractors and the Owner in
reviewing their construction schedules when directed to do so. The Contractor shall, with
the approval of the Owner, make any revisions to the construction schedule deemed
necessary after a joint review and mutual agreement. The construction schedules shall then
constitute the schedules to be used by the Contractor, separate contractors, and the Owner
until subsequently revised by mutual agreement or by written Change Order. If the
Contractor believes it is entitled to an adjustment of the Contract Sum under the
circumstances, the Contractor shall submit a written proposal for a Change Order pursuant
to Article 7 of the General Conditions. In the event the Contractor’s Change Order proposal
is denied by the Owner, the Contractor must submit any Claim pursuant to Paragraph 4.3
of the General Conditions.
(d) Unless otherwise provided in the Contract Documents, when the Owner performs
construction or operations related to the Project with the Owner’s own forces, the Owner
shall be deemed to be subject to the same obligations and to have the same rights which
apply to the Contractor under these General Conditions, including, without excluding
others, those stated in Article 3, this Article 6, and Articles 10, 11 and 12.
6.2 MUTUAL RESPONSIBILITY
(a) The Contractor shall afford the Owner and separate contractors’ reasonable opportunity for
access to and storage of their materials and equipment and the performance of their
activities and shall coordinate the Contractor’s construction and operations with the
separate contractors as required by the Contract Documents.
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(b) If part of the Contractor’s Work depends for proper execution or results upon construction
or operations by the Owner or a separate contractor, the Contractor shall, prior to
proceeding with that portion of the Work, promptly report to the Architect/Engineer
apparent discrepancies or defects in the other construction that would render it unsuitable
for proper execution and results. Failure of the Contractor to so report shall constitute an
acknowledgment that the Owner’s or separate contractors completed or partially completed
construction is fit and proper to receive the Contractor’s Work, except as to defects not
then reasonably discoverable.
(c) The Owner shall not be liable to the Contractor for damages suffered by the Contractor due
to the fault or negligence of a separate contractor or through failure of a separate contractor
to carry out the directions of the Owner or the Architect/Engineer. Should any interference
occur between the Contractor and a separate contractor, the Architect/Engineer or the
Owner may furnish the Contractor with written instructions designating priority of effort
or change in methods, whereupon the Contractor shall immediately comply with such
direction. In such event, the Contractor shall be entitled to an extension of the Contract
Time only for unavoidable delays verified by the Architect/Engineer; no increase in the
Contract Sum, however, shall be due to the Contractor.
(d) The Contractor shall promptly remedy damage wrongfully caused by the Contractor to
completed or partially completed construction or to property of the Owner or separate
contractors as provided in Subparagraph 10.2(e).
(e) Should the Contractor cause damage to the work or property of any separate contractor on
the Project, the Contractor shall, upon due notice, settle with the separate contractor by
agreement, if the separate contractor will so settle. If the separate contractor sues the Owner
or submits a claim on account of any damage alleged to have been so sustained, the Owner
shall notify the Contractor who shall defend such proceedings, at the Contractor's expense,
and if any judgment or award against the Owner arises from the separate contractor’s claim,
the Contractor shall pay or satisfy it and shall reimburse the Owner for all attorney's fees
and costs which the Owner has incurred.
(f) The Owner and each separate contractor shall have the same responsibilities for cutting
and patching as are described for the Contractor in Paragraph 3.14.
6.3 OWNER’S RIGHT TO CLEAN UP
If a dispute arises among the Contractor, separate contractors and the Owner as to the
responsibility under their respective contracts for maintaining the Project site and surrounding
area free from waste materials and rubbish as described in Paragraph 3.15, the Owner may
clean up and allocate the cost among those responsible as the Architect/Engineer recommends
to be just.
ARTICLE 7 AMENDMENTS
7.1 CHANGE ORDERS
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(a) A Change Order is a written order to the Contractor, signed by the Owner and the
Architect/Engineer, issued after execution of the Contract, authorizing a change in the
Work, an adjustment in the Contract Sum, or an adjustment to the Contract Time, consistent
with other applicable provisions of this Contract. The Owner, without invalidating the
Contract and without requiring notice of any kind to the sureties, may order changes to the
scope of Work under the Contract by additions, deletions, or other revisions, the Contract
Sum and Contract Time to be adjusted consistent with other applicable provisions of this
Contract. All Change Orders shall be executed on a Change Order form approved by the
Owner and the Owner’s City Attorney.
(b) In addition to the Owner and the Architect/Engineer, the Contractor shall sign all Change
Orders to verify and confirm the terms and conditions established by Change Order;
however, should the Contractor refuse to sign a Change Order, this shall not relieve him of
his obligation to perform the change directed by the Owner and the Architect/Engineer to
the best of his ability in accordance with the provisions of this Article 7. A Change Order
signed by the Contractor indicates his agreement with all of the changes approved,
including the adjustment in the Contract Sum or the Contract Time. EACH CHANGE
ORDER SHALL BE SPECIFIC AND FINAL AS TO PRICES AND EXTENSIONS OF
TIME, WITH NO RESERVATIONS OR OTHER PROVISIONS ALLOWING FOR
FUTURE ADDITIONAL MONEY OR TIME AS A RESULT OF THE PARTICULAR
CHANGES IDENTIFIED AND FULLY COMPENSATED IN THE CHANGE ORDER.
The execution of a Change Order by the Contractor shall constitute conclusive evidence of
the Contractor’s agreement to the ordered changes in the Work. The Contractor forever
releases any claim against the Owner for additional time or compensation for matters
relating to or arising out of or resulting from the Work included within or affected by the
executed Change Order. This release applies to claims related to the cumulative impact of
all Change Orders and to any claim related to the effect of a change on other Work.
(c) No extra work (except under emergency conditions) or changes shall be made nor shall
any substitutions, changes or additions to or omissions or deviations from the requirements
of the Drawings and Specifications be made unless pursuant to a written Change Order
signed by the Owner and the Architect/Engineer, it being expressly understood that the
Owner shall not be liable for the cost of extra work or any substitution, change, addition,
omission or deviation from the requirements of the Drawings or Specifications unless the
same shall have been authorized in writing by the Owner and the Architect/Engineer in a
written change order or other Amendment. The provisions of this Paragraph 7.1 shall
control in the event of any inconsistency between such provisions and the other provisions
of this Article 7. See Subparagraph 10.3(a) of the General Conditions for Change Orders
under emergency conditions.
(d) The method of determining the cost or credit to the Owner for any change in the Work shall
be one of the following:
(1) mutual acceptance of a not-to-exceed lump sum amount properly itemized and
supported by sufficient substantiating data to permit evaluation;
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(2) unit prices stated in the Contract Documents or subsequently agreed upon;
(3) cost to be determined in a manner agreed upon by the parties and a mutually acceptable
fixed or percentage fee; or
(4) the force account method provided in Subparagraph 7.1(e)
(e) If the parties cannot agree to one of the methods of calculating cost provided in Clauses (d)
(1), (d) (2), or (d) (3), or if the parties agree to a method but cannot agree to a final dollar
figure, or if the Contractor for whatever reason refuses to sign the Change Order in
question, the Contractor, provided he receives a written order signed by the Owner, shall
promptly proceed with the Work involved. The cost of the Work involved shall then be
calculated on the basis of the reasonable jobsite expenditures and savings of those
performing the Work attributable to the changes, including a reasonable allowance for
overhead and profit, such allowance in any case never to exceed 15%. In such case, the
Contractor shall keep an itemized accounting of the Work involved, on a daily basis, in
such form and with the appropriate supporting data as the Architect/Engineer and Owner
may prescribe. Sworn copies of the itemized accounting shall be delivered to the
Architect/Engineer each day during the performance of force account work, with copies to
the Owner.
FAILURE OF THE CONTRACTOR TO SUBMIT THE SWORN-TO ITEMIZED
ACCOUNTING DAILY AS REQUIRED HEREIN SHALL CONSTITUTE A WAIVER
BY THE CONTRACTOR OF ANY RIGHT TO DISPUTE THE OWNER'S
DETERMINATION OF THE AMOUNT DUE THE CONTRACTOR FOR FORCE
ACCOUNT WORK. Costs to be charged under this Subparagraph for force account work
are limited to the following:
(1) costs of labor, including social security, old age and unemployment insurance, fringe
benefits required by agreement or custom, and workers compensation insurance;
(2) costs of materials, supplies and equipment (but not to include off-site storage unless
approved in writing by the Owner), whether incorporated or consumed;
(3) rental costs of machinery and equipment, exclusive of hand tools, whether rented from
the Contractor or others;
(4) costs of premiums for all bonds and insurance related to the Work; and
(5) additional costs of supervision and field office personnel directly attributable to the
changed Work. Pending final determination of cost to the Owner, payment of
undisputed amounts on force account shall be included on the Architect/Engineer's
Certificate of Payment as work is completed.
(f) The amount of credit to be allowed to the Owner for any deletion of Work or any other
change which results in a net decrease of the Contract Sum shall be the amount of actual
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net cost confirmed by the Architect/Engineer plus the stated percentage for overhead and
profit. When both additions and deletions or credits covering related Work or substitutions
are involved in any one change, the allowance for overhead and profit shall be figured on
the basis of the net increase or decrease with respect to that change.
7.2 SUPPLEMENTAL AGREEMENTS
A written Supplemental Agreement can also be used to implement changes in the Work instead
of a Change Order form, including but not limited to situations involving partial occupancy of
the Work under Paragraph 9.8, a change made to the Drawings or the Specifications without
an increase in the Contract Sum, or special circumstances where it is necessary or more
appropriate for the Owner to use a Supplemental Agreement. Written Supplemental
Agreements shall have a status equal to that of Change Orders for purposes of priority of
Contract Documents interpretation, except that to the extent of a conflict, later Supplemental
Agreements in time control over earlier Supplemental Agreements, and the latest Change
Order or Supplemental Agreement in time controls over earlier dated Change Orders and
Supplemental Agreements. The rules of Subparagraphs 7.1(b) through (f) shall also apply to
the negotiation and execution of Supplemental Agreements.
7.3 MINOR CHANGES IN THE WORK
The Architect/Engineer, after notifying the Owner, shall be authorized to order minor changes
in the Work not involving an adjustment in the Contract Sum or an extension of the Contract
Time and not inconsistent with the intent of the Contract Documents. Minor changes shall be
effected by written order, and shall be binding on the Owner and the Contractor. The
Contractor shall carry out such written orders promptly. These written orders shall not be
deemed to change or impact the Contract Sum or the Contract Time. Contractor shall have no
Claim for any minor change ordered to the Work under this Paragraph 7.3 unless the Contractor
submits its change proposal, prior to complying with the minor change ordered and in no event
later than ten (10) working days from the date the minor change was ordered, to the Owner for
approval.
7.4 TIME REQUIRED TO PROCESS AMENDMENTS
(a) All of the Contractor’s responses to proposal requests shall be accompanied by a complete,
itemized breakdown of costs. Responses to proposal requests shall be submitted
sufficiently in advance of the required work to allow the Owner and the Architect/Engineer
a minimum of thirty (30) calendar days after receipt by the Architect/Engineer to review
the itemized breakdown and to prepare or distribute additional documents as may be
necessary. All of the Contractor's responses to proposal requests shall include a statement
that the cost described in the response represents the complete, total and final cost and
additional Contract Time associated with the extra work, change, addition to, omission,
deviation, substitution, or other grounds for seeking extra compensation under the Contract
Documents, without reservation or further recourse.
(b) All Amendments require approval by either the City Council or, where authorized by the
state law and City ordinance, by the City Manager pursuant to Administrative Action. The
approval process requires a minimum of forty-five (45) calendar days after submission to
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the Owner in final form with all supporting data. Receipt of a submission by Owner does
not constitute acceptance or approval of a proposal, nor does it constitute a warranty that
the proposal will be authorized by City Council Resolution or Administrative Action. THE
TIME REQUIRED FOR THE APPROVAL PROCESS SHALL NOT BE CONSIDERED
A DELAY AND NO EXTENSIONS TO THE CONTRACT TIME OR INCREASE IN
THE CONTRACT SUM WILL BE CONSIDERED OR GRANTED AS A RESULT OF
THIS PROCESS. Pending the approval described above, the Contractor will proceed with
the work under a pending Amendment only if directed in writing by the Owner.
ARTICLE 8 CONTRACT TIME
8.1 DEFINITIONS
(a) Unless otherwise provided, the Contract Time is the period of time, including authorized
adjustments, allotted in the Contract Documents for Substantial Completion of the Work.
(b) The date of commencement of the Work is the date established in the notice to proceed
from the Owner. The date of commencement shall not be postponed by the failure of the
Contractor, or of persons or entities for whom the Contractor is responsible to act promptly
to commence the Work. If the Owner unreasonably delays the issuance of the notice to
proceed through no fault of the Contractor, the Contractor shall be entitled only to an
equitable extension of the Contract Time; the Contract Sum shall remain unchanged.
(c) The date of Substantial Completion is the date certified by the Architect/Engineer in
accordance with Paragraph 9.7.
(d) The term “day” as used in the Contract Documents shall mean a calendar day, beginning
and ending at 12:00 midnight, unless otherwise specifically defined by special provision.
8.2 PROGRESS AND COMPLETION
(a) Time limits stated in the Contract Documents are of the essence of the Contract. By
executing the formal Construction Services Agreement, the Contractor confirms that the
Contract Time is a reasonable period for performing the Work.
(b) The Contractor shall not knowingly, except by agreement with or instruction of the Owner
in writing, prematurely commence operations on the Project site or elsewhere prior to the
effective date of insurance to be furnished by the Contractor as required by Article 11. The
date of commencement of the Work shall not be changed by the effective date of insurance
required by Article 11.
(c) The Contractor shall proceed expeditiously with adequate forces, materials, and
equipment, and shall achieve Substantial Completion within the Contract Time.
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8.3 DELAYS AND EXTENSIONS OF TIME
(a) If the Contractor is delayed at any time in the progress of the Work by an act or neglect of
the Owner or Architect/Engineer, or of an employee of either, or of a separate contractor
employed by the Owner, or by changes ordered in the Work, or by labor disputes, fire,
unusual delay in deliveries, unavoidable casualties or other causes beyond the Contractor’s
control, or by delay authorized by the Owner pending a claim, or by other causes which
the Architect/Engineer determines may justify delay, then the Contract Time shall be
extended by Change Order for such reasonable time as the Architect/Engineer and Owner
may determine.
(b) Claims relating to Contract Time and time extensions shall be made in accordance with the
applicable provisions of Paragraph 4.3.
(c) No Damages for Delay. NOTWITHSTANDING ANY OTHER PROVISIONS OF THE
CONTRACT DOCUMENTS, INCLUDING THE GENERAL CONDITIONS, NO
ADJUSTMENT SHALL BE MADE TO THE CONTRACT SUM AND THE
CONTRACTOR SHALL NOT BE ENTITLED TO CLAIM OR RECEIVE ANY
ADDITIONAL COMPENSATION AS A RESULT OF OR ARISING OUT OF ANY
DELAY, HINDRANCE, DISRUPTION, FORCE MAJEURE, IMPACT, OR
INTERFERENCE, INTENTIONAL OR UNINTENTIONAL, FORESEEN OR
UNFORESEEN, WHICH INCREASES THE TIME TO COMPLETE THE WORK,
INCLUDING BUT NOT LIMITED TO ANY DELAYS CAUSED IN WHOLE OR IN
PART BY THE ACTS, OMISSIONS, FAILURES, NEGLIGENCE, OR FAULT OF THE
OWNER, THE ARCHITECT/ENGINEER, OR THE OWNER'S REPRESENTATIVE,
AN EXTENSION OF THE CONTRACT TIME UNDER SUBPARAGRAPH 8.3(a)
BEING THE CONTRACTOR’S SOLE REMEDY.
(d) The Owner shall have the right to occupy, without prejudice to the right of either party,
any completed or largely completed portions of the structure or Work, notwithstanding the
fact that the Contract Time for completing all or a portion of the Work may not have
expired. Partial occupancy and use shall not be deemed as an acceptance of the Work taken
or used.
(e) The Contractor shall promptly suspend the Work when either the Contractor or the Owner
is ordered to do so by a court order from a court having lawful jurisdiction, and the
Contractor will not be entitled to additional compensation by virtue of any delays resulting
from the court order. The Contractor will also not be liable to the Owner for a delay caused
in fact by the Work being suspended by a court order.
(f) The Architect/Engineer, with the consent of the Owner, shall have the authority to suspend
the Work, in whole or in part, for such period or periods as the Architect/Engineer deems
necessary due to unusual or severe weather conditions as are considered unfavorable for
the suitable prosecution of the Work, or due to failure on the part of the Contractor to
correct conditions considered unsafe for workmen or the general public. If it should
become necessary to stop the Work for an indefinite period, the Contractor shall store all
materials in such a manner that they will not obstruct or impede the public unnecessarily
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or become damaged in any way, and shall take every precaution to prevent damage or
deterioration of the Work performed. In cases of suspension of the Work under this
Subparagraph, the Contractor shall also provide suitable drainage about the Work and erect
temporary structures where necessary. The Contractor shall not suspend the Work in whole
or in part without written authority from the Architect/Engineer or the Owner, and shall
resume the Work promptly when notified by the Architect/Engineer or the Owner to
resume operations.
(g) In the event of a delay that is the responsibility of the Contractor or any of the
Subcontractors, for which the Contractor is not entitled to a time extension under the
provisions of this Contract, the Owner may direct that the Work be accelerated by means
of overtime, additional crews or additional shifts, or resequencing. This acceleration shall
be at no cost to the Owner and will continue until the Contract Time is restored. In the
event of a delay for which the Contractor is entitled to a time extension, as determined by
the Architect/Engineer, Owner may similarly direct acceleration and the Contractor agrees
to perform same on the basis that the Contractor will be reimbursed only to the extent
described in Subparagraph 4.3(i). THE CONTRACTOR EXPRESSLY WAIVES ANY
OTHER COMPENSATION RESULTING FROM ACCELERATION, SUCH AS LOSS
OF LABOR PRODUCTIVITY OR EFFICIENCY.
ARTICLE 9 PAYMENTS AND COMPLETION
9.1 CONTRACT SUM
The Contract Sum is stated in the formal Construction Services Agreement and, including
authorized adjustments, is the total amount of compensation payable by the Owner to the
Contractor for the performance of the Work under the Contract Documents.
9.2 SCHEDULE OF VALUES
Before the first Application for Payment, the Contractor shall submit to the Architect/Engineer
a schedule of values allocated to various portions of the Work, prepared in such form and
supported by such data to substantiate its accuracy as the Architect/Engineer may require. This
schedule, when approved by the Architect/Engineer and the Owner, shall be used as a basis for
the Contractor's Application for Payment. The schedule of values shall follow the trade
division of the Specifications. Contractor's Application for Payment shall be filed on the
current version of AIA Form G702 (Application and Certificate for Payment), as approved by
the Owner.
9.3 APPLICATIONS FOR PAYMENT
(a) At least ten (10) days before the date established for each progress payment, the Contractor
shall submit to the Architect/Engineer an itemized Application for Payment for Work
completed in accordance with the schedule of values. The Application shall be notarized,
if required, and supported by data substantiating the Contractor’s right to payment as the
Owner or Architect/Engineer may require, including but not limited to copies of
requisitions from Subcontractors and material suppliers, and reflecting the applicable
retainage as required in the Contract Documents. Contractor's Application for Payment
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shall also provide other supporting documentation as the Owner or the other applicable
provisions of the Contract Documents may require.
(b) Applications for Payment may not include requests for payment of amounts the Contractor
does not intend to pay to a Subcontractor because of a good faith dispute, unless the
Contractor complies with Clause 5.3(b) (2) of these General Conditions and the
Contractor’s Payment Bond Surety consents in writing to payment to the Contractor of the
funds deemed to be in dispute.
(c) Unless otherwise provided in the Contract Documents, progress payments shall include
payment for materials and equipment delivered and suitably stored at the Project site for
subsequent incorporation into the Work within thirty (30) days after delivery to the Project
site. If approved in advance by the Owner, payment may similarly be made for materials
and equipment suitably stored away from the Project site at a location agreed upon in
writing. Payment for costs incurred in storage of materials or equipment away from the
Project site will NOT be made by Owner unless:
(1) the Owner has given prior approval of such off-site storage in writing;
(2) the materials or equipment are stored in a bonded warehouse located in Denton County
and identified with the Project for which they are stored, as evidenced by warehouse
receipts and appropriate documents of title; and
(3) the materials or equipment stored off-site will be incorporated into the Work within
thirty (30) days after delivery. STORAGE IN FACILITIES OF THE
MANUFACTURER OR THE CONTRACTOR WILL NOT BE PERMITTED OR
PAID FOR, UNLESS THE OWNER HAS EXPRESSLY GIVEN PRIOR
APPROVAL OF SUCH STORAGE IN WRITING.
(d) The Contractor warrants that title to all Work covered by an Application for Payment will
pass to the Owner no later than the time of payment. The Contractor further warrants that
upon submittal of an Application for Payment all Work for which Certificates for Payment
have been previously issued and payments received from the Owner shall be free and clear
of liens, claims, security interests or encumbrances in favor of the Contractor,
Subcontractors, material suppliers, or other persons or entities making a claim by reason
of having provided labor, materials, and equipment relating to the Work.
(e) All materials or equipment delivered to the Project site earlier than thirty (30) days prior to
an approved schedule for delivery to the Project site shall be classified as an “early
delivery.” All early delivery materials or equipment must have the express written
permission of the Owner to be stored on the Project site. If any unauthorized early delivery
occurs, Contractor shall, at Contractor’s expense or at the expense of the responsible
Subcontractor or Supplier, cause such early delivery to be removed from the Project site
and stored off-site until required at the Project site. All costs of labor, transportation and
storage will be included as part of the expense. If the Contractor fails or refuses to remove
unauthorized early delivery materials, the Owner may cause such materials to be removed
at the Contractor's sole expense, and amounts may be withheld from the Contractor's
Application for Payment to reimburse the Owner for any costs incurred in removing
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unauthorized early delivery materials. OWNER WILL NOT BE RESPONSIBLE FOR
THE PROTECTION OF OR RISK OF LOSS ON ANY EARLY DELIVERY
MATERIALS OR EQUIPMENT, NOR WILL OWNER BE LIABLE FOR ANY
PAYMENT FOR THE EARLY DELIVERY MATERIALS OR EQUIPMENT. Any
materials or equipment classified as early delivery will not be approved for payment as
stored materials prior to thirty (30) days before the incorporation of the materials or
equipment into the Work, unless storage and payment at an earlier date is expressly
approved in writing by the Owner.
(f) If the Contract Sum is equal to or less than $25,000.00 and performance and payment bonds
are not furnished by the Contractor, no payment applied for will be payable under the
Contract until the Work has been Finally Completed and accepted.
9.4 CERTIFICATES FOR PAYMENT
(a) The Architect/Engineer will, within ten (10) days after receipt of the Contractor’s
Application for Payment, either issue to the Owner a Certificate for Payment, with a copy
to the Contractor, for such amount as the Architect/Engineer determines is properly due,
or notify the Contractor and Owner in writing of the Architect/Engineer’s reasons for
withholding certification in whole or in part as provided in
(a) City of Denton General Conditions for Construction.
(b) Subparagraph 9.5(a). The Certificate for Payment shall be issued on the current version of
AIA Form G702 (Application and Certificate for Payment) as approved by the Owner.
(c) The issuance of a Certificate for Payment will constitute a representation by the
Architect/Engineer to the Owner, based on the Architect/Engineer’s observations at the site
and the data comprising the Application for Payment, that the Work has progressed to the
point indicated and that, to the best of the Architect/Engineer’s knowledge, information
and belief, quality of the Work is in accordance with the Contract Documents. The
foregoing representations are subject to an evaluation of the Work for conformance with
the Contract Documents upon Substantial and Final Completion, to results of subsequent
tests and inspections, to minor deviations from the Contract Documents correctable prior
to Final Completion and to specific qualifications expressed by the Architect/Engineer.
The issuance of a Certificate for Payment will further constitute a representation that the
Contractor is entitled to payment in the amount certified, subject to the Owner’s approval.
The issuance of a Certificate for Payment is not a representation that the Architect/Engineer
has:
(1) made exhaustive or continuous on-site inspections to check the quality or quantity of
the Work;
(2) reviewed construction means, methods, techniques, sequences or procedures;
(3) reviewed copies of requisitions received from Subcontractors and material suppliers
and other data requested by the Owner to substantiate the Contractor’s right to payment;
or
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(4) made examination to ascertain how or for what purpose the Contractor has used money
previously paid on account of the Contract Sum.
(d) Whenever the Application for Payment for Work done since the last previous Application
for Payment exceeds one hundred dollars ($100.00) in amount, Owner will pay a
percentage of the Application, less applicable retainage, to the Contractor within thirty (30)
days following Owner’s receipt and approval of the Certificate for Payment certified by
the Architect/Engineer. The Application may include acceptable nonperishable materials
delivered to the Work or stored as provided for in Paragraph 9.3(c) and the payment will
be allowed on the net invoice value, less taxes and applicable retainage.
(e) The City is required to withhold retainage for public works contracts in which the total
contract price estimate at the time of execution is more than $400,000; however, this
requirement is applied by the City for all public works contracts in excess of $50,000. The
City may require varying percentage withholding amounts; however, the City requires five
percent. The retainage will be withheld by the Owner from each progress payment until
final completion of the Work by the Contractor, approval of final completion by the
Architect/Engineer, and final acceptance of the Work by the Owner. Unless otherwise
required by state law, the retainage percentage as specified above is based upon the original
Contract Sum, and will not be affected in the event the original Contract Sum is
subsequently increased or decreased by Change Order.
(f) No progress payments shall be made on contracts where performance and payment bonds
are not required or furnished. In such instances, payment for the Work performed will be
made upon final completion and acceptance by the Owner of all Work.
9.5 DECISIONS TO WITHHOLD CERTIFICATION
(a) The Architect/Engineer or the Owner may decide not to certify payment and may withhold
a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect
the Owner’s interest, if in the Architect/Engineer’s or Owner’s opinion the representations
to the Owner required by Subparagraph 9.4(b) cannot be made. If the Architect/Engineer
or the Owner is unable to certify payment in the amount of the Application, the
Architect/Engineer or the Owner will notify the Contractor as provided in Subparagraph
9.4(a). If the Contractor and Architect/Engineer or the Owner cannot agree on a revised
amount, the Architect/Engineer will promptly issue a Certificate for Payment for the
amount for which the Architect/Engineer is able to make the required representations to
the Owner. The Architect/Engineer or the Owner may also decide not to certify payment
or, because of subsequently discovered evidence or subsequent observations, may nullify
the whole or a part of a Certificate for Payment previously issued to such extent as may be
necessary, in the Architect/Engineer’s or Owner’s opinion, to protect the Owner from loss
because of:
(1) defective or nonconforming Work not remedied;
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(2) third party claims filed or reasonable evidence indicating probable filing of such
claims;
(3) failure of the Contractor to make payments properly to Subcontractors or for labor,
materials, or equipment;
(4) reasonable evidence that the Work cannot be completed for the unpaid balance of the
Contract Sum;
(5) damage to the Owner or another contractor;
(6) reasonable evidence that the Work will not be completed within the Contract Time, and
that the unpaid balance would not be adequate to cover actual damages for the
anticipated delay;
(7) persistent failure to carry out the Work in accordance with the Contract Documents; or
(8) mathematical or other errors that are discovered in the Application for Payment.
(b) When each of the above reasons that existed for withholding certification are removed or
remedied, certification will be made for amounts previously withheld.
(c) The Owner may, at its option, offset any progress payment or final payment under the
Contract Documents against any debt (including taxes) lawfully due to the Owner from the
Contractor, regardless of whether the amount due arises pursuant to the terms of the
Contract Documents or otherwise and regardless of whether or not the debt due to the
Owner has been reduced to judgment by a court.
9.6 PROGRESS PAYMENTS
(a) After the Architect/Engineer has issued a Certificate for Payment, the Owner shall make
payment in the manner and within the time provided in the Contract Documents, and shall
so notify the Architect/Engineer. The Owner shall not be liable for interest on any late or
delayed progress payment or final payment caused by any claim or dispute, any
discrepancy in quantities, any failure to provide supporting documentation or other
information required with the Application for Payment or as a precondition to payment
under the Contract Documents, or due to any payment the Owner or the Architect/Engineer
has a right to withhold or not certify under the Contract Documents. Notwithstanding the
foregoing, the Owner may refuse to make payment on any Certificate for Payment
(including, without limitation, the final Certificate for Payment) for any default under the
Contract Documents, including but not limited to those defaults set forth in Subparagraph
9.5(a), Clauses (1) through (7). The Owner shall not be deemed in default by reason of
withholding payment while any Contractor default remains uncured.
(b) The Contractor shall promptly pay each Subcontractor, upon receipt of payment from the
Owner, out of the amount paid to the Contractor on account of each Subcontractor’s portion
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of the Work, the amount to which said Subcontractor is entitled, reflecting percentages
actually retained from payments to the Contractor on account of such Subcontractors
portion of the Work. The Contractor shall, by appropriate agreement with each
Subcontractor, require each Subcontractor to make payments to Sub-subcontractors in
similar manner.
(c) The Architect/Engineer will, on request, furnish to a Subcontractor, if practicable,
information regarding percentages of completion or amounts applied for by the Contractor
and action taken thereon by the Architect/Engineer and the Owner on account of portions
of the Work done by such Subcontractor.
(d) Neither the Owner nor the Architect/Engineer shall have an obligation to pay or to see to
the payment of money to a Subcontractor except as may otherwise be required by law. That
obligation belongs to the Contractor or, in the event of the Contractor’s failure to pay a
Subcontractor, to the Surety on the Payment Bond as required under Paragraph 11.3.
(e) Payment to material suppliers shall be treated in a manner similar to that provided in
Subparagraphs 9.6(b), (c), and (d).
(f) A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the
Project by the Owner shall not constitute acceptance of Work not performed in accordance
with the Contract Documents.
9.7 SUBSTANTIAL COMPLETION
(a) The Date of Substantial Completion of the Work, or designated portion of the Work, is the date
certified by the Architect/Engineer when construction is sufficiently completed in accordance with
the City Of Denton General Conditions For Construction.
(a) the Contract Documents such that the Owner may beneficially occupy and use the Work,
or designated portions of the Work, for the purposes for which it is intended and only trivial
and insignificant items remain which do not affect the Work as a whole.
(b) When the Contractor considers that the Work, or the portion of the Work which the Owner
agrees to accept separately, is Substantially Complete, the Contractor shall prepare and
submit to the Architect/Engineer a comprehensive list of remaining items to be completed
or corrected. The Contractor shall proceed promptly to complete and correct items on the
list (hereinafter called the “punch list”). Failure to include an item on the punch list does
not alter the responsibility of the Contractor to complete all Work in accordance with the
Contract Documents. Upon receipt of the punch list, the Architect/Engineer will make an
inspection to determine whether the Work, or designated portion of the Work, is
Substantially Complete. If the Architect/Engineer’s inspection discloses any item, whether
or not included on the punch list, which is not in accordance with the requirements of the
Contract Documents and which renders the Work inspected not Substantially Complete the
Contractor shall, before issuance of the Certificate of Substantial Completion, complete or
correct the item upon notification by the Architect/Engineer. The Contractor shall then
submit a request for another inspection by the Architect/Engineer to determine Substantial
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Completion. When the Work or designated portion of the Work is Substantially Complete,
the Architect/Engineer will prepare a Certificate of Substantial Completion which shall
establish the date of Substantial Completion, shall establish responsibilities of the Owner
and the Contractor for security, maintenance, heat, utilities, damage to the Work and
insurance, and shall fix the time within which the Contractor shall finish all items on the
punch list accompanying the Certificate.
(c) The Certificate of Substantial Completion shall be submitted to the Owner and the
Contractor for their written acceptance of responsibilities assigned to them in the
Certificate.
(d) Upon Substantial Completion of the Work or designated portion thereof and upon
application by the Contractor and certification by the Architect/Engineer, the Owner shall
make payment, reflecting adjustment in retainage, if any, for the Work, or portion of the
Work, as provided in the Contract Documents.
9.8 PARTIAL OCCUPANCY OR USE
(a) The Owner may occupy or use any completed or partially completed portion of the Work
at any stage when such portion is designated by separate Supplemental Agreement with
the Contractor, provided such occupancy or use is consented to by the insurer as required
under Subparagraph 11.2(e) and authorized by public authorities having jurisdiction over
the Work. Such partial occupancy or use may commence whether or not the portion is
Substantially Complete, provided the Owner and Contractor have accepted in writing the
responsibilities assigned to each of them for payments, retainage if any, security,
maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing
concerning the period for correction of the Work and commencement of warranties
required by the Contract Documents. When the Contractor considers a portion
Substantially Complete, the Contractor shall prepare and submit a list to the
Architect/Engineer as provided under Subparagraph 9.7(b). Consent of the Contractor to
partial occupancy or use shall not be unreasonably withheld. The stage of the
(a) progress of the Work shall be determined by written agreement between the Owner and
Contractor or, if no agreement is reached, by decision of the Architect/Engineer.
(b) Immediately prior to such partial occupancy or use, the Owner, Contractor, and
Architect/Engineer shall jointly inspect the area to be occupied or portion of the Work to
be used in order to determine and record the condition of the Work.
(c) Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work
shall not constitute acceptance of Work not complying with the requirements of the
Contract Documents.
9.9 FINAL COMPLETION AND FINAL PAYMENT
(a) Upon receipt of written notice that the Work is ready for final inspection and acceptance
and upon receipt of a final Application for Payment, the Architect/Engineer, accompanied
by the Owner’s representative, will promptly make final inspection and, when the
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Architect/Engineer finds the Work acceptable under the Contract Documents and the
Contract Documents fully performed, the Architect/Engineer will promptly issue a final
Certificate for Payment stating that to the best of the Architect/Engineer’s knowledge,
information and belief, and on the basis of the Architect/Engineer’s observations and
inspections, the Work has been completed in accordance with terms and conditions of the
Contract Documents and that the entire balance found to be due the Contractor and noted
in said final Certificate is due and payable. The Architect/Engineer’s final Certificate for
Payment will constitute a further representation that conditions listed in Subparagraph
9.9(b) as a condition precedent to the Contractor’s being entitled to final payment have
been fulfilled. Owner will normally make final payment within thirty (30) days after
Owner's receipt and approval of the final Certificate for Payment. Warranties required by
the Contract Documents shall commence on the date of Substantial Completion of the
Work, unless otherwise provided by separate agreement between the Owner and the
Contractor.
(b) Neither final payment nor any remaining retained percentage shall become due until the
Contractor submits to the Architect/Engineer:
(1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness
connected with the Work for which the Owner or the Owner’s property might be
responsible or encumbered (less amounts withheld by Owner) have been paid or
otherwise satisfied;
(2) a certificate evidencing that insurance required by the Contract Documents to remain
in force after final payment is currently in effect and will not be cancelled or allowed
to expire until at least thirty (30) days prior written notice has been given to the Owner;
(3) a written statement that the Contractor knows of no substantial reason that the insurance
will not be renewable to cover the period required by the Contract Documents;
(4) a consent of surety to final payment; and
(5) if required by the Owner, other data establishing payment or satisfaction of obligations,
such as receipts, releases and waivers of liens, claims, security interests or
encumbrances arising out of the Contract, to the extent and in such form as may be
designated by the Owner.
(c) As a precondition to final payment by the Owner under this Contract, the Contractor's
affidavit under Clause (b)(1) shall state that the Contractor has paid each of his
subcontractors, laborers or materialmen in full for all labor and materials provided to him
for the Work under this Contract. In the event the Contractor has not paid each of his
subcontractors, laborers or materialmen in full, the Contractor shall state in the affidavit
the amount owed and the name of each subcontractor, laborer or materialmen to whom
such payment is owed. IN ANY EVENT, THE CONTRACTOR SHALL BE REQUIRED
TO EXECUTE THE OWNER'S STANDARD AFFIDAVIT OF FINAL PAYMENT AND
RELEASE AS A PRECONDITION TO RECEIPT OF FINAL PAYMENT.
(d) If, after Substantial Completion of the Work, final completion of the Work is materially
delayed through no fault of the Contractor or by issuance of Change Orders affecting final
completion and the Architect/Engineer confirms the delay, the Owner shall, upon
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application by the Contractor and certification by the Architect/Engineer, and without
terminating the Contract, make payment of the balance due for that portion of the Work
fully completed and accepted. If the remaining balance for Work not fully completed or
corrected is less than retainage stipulated in the Contract Documents, and if bonds have
been furnished, the written consent of surety to payment of the balance due for that portion
of the Work fully completed and accepted shall be submitted by the Contractor to the
Architect/Engineer prior to certification of payment. Payment shall be made under terms
and conditions governing final payment, except that it shall not constitute a waiver of
claims.
(e) The acceptance by the Contractor of the final payment shall operate as and shall be a
complete release of the Owner from all claims or liabilities under the Contract, for anything
done or furnished or relating to the Work or the Project, or for any act or neglect of the
Owner relating to or connected with the Work or the Project.
ARTICLE 10 SAFETY, SECURITY AND UTILITY PROVISIONS; ENVIRONMENTAL
COMPLIANCE
10.1 SAFETY PRECAUTIONS AND PROGRAMS
The Contractor shall be responsible for initiating, maintaining and supervising all safety
precautions and programs in connection with the performance of the Contract, and will
comply with all applicable City, County, State and Federal health and safety regulations.
10.2 SAFETY OF PERSONS AND PROPERTY
(a) The Contractor shall take reasonable precautions for safety of, and shall provide reasonable
protection to prevent damage, injury or loss to:
(1) employees on the Work and other persons who may be affected thereby;
(2) the Work and materials and equipment to be incorporated therein, whether in storage
on or off the site, under care, custody or control of the Contractor or the Contractor’s
Subcontractors or Sub-subcontractors; and
(3) other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks,
pavements, roadways, structures and utilities not designated for removal, relocation or
replacement in the course of construction.
(b) The Contractor shall give notices and comply with applicable laws, ordinances, rules,
regulations and lawful orders of public authorities bearing on safety of persons or property
or their protection from damage, injury or loss.
(c) The Contractor shall erect and maintain, as required by existing conditions and
performance of the Contract, reasonable safeguards for safety and protection, including
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posting danger signs and other warnings against hazards, promulgating safety regulations
and notifying owners and users of adjacent sites and utilities.
(d) When use or storage of explosives or other hazardous materials or equipment or unusual
methods are necessary for execution of the Work, the Contractor shall exercise utmost care
and carry on such activities under supervision of properly qualified personnel.
(e) USE OF EXPLOSIVES - CLAIMS AND TOTAL INDEMNIFICATION. The Owner
shall have the right to pre-approve the use of any explosives on the Project; the Contractor
shall not assume in its bid that permission to use explosives will be granted. The Owner
shall NOT be liable for any claim for additional time or compensation as a result of the
Owner's denial of permission to use explosives. Where use of explosives is permitted by
the Owner, the Contractor EXPRESSLY AGREES TO BE SOLELY RESPONSIBLE for
the determination as to whether explosives shall actually be used, and for any result from
the use, handling or storage of explosives, and shall INDEMNIFY, DEFEND AND HOLD
COMPLETELY HARMLESS the Owner, its officers, agents and employees, and the
Architect/Engineer against any and all claims, lawsuits, judgments, costs or expenses for
personal injury (including death), property damage or other harm for which recovery of
damages is sought, suffered by any person or persons, as the result of the use, handling or
storage of the explosives by the Contractor or any Subcontractor, REGARDLESS OF
WHETHER SAID USE, HANDLING OR STORAGE WAS NEGLIGENT OR NOT,
AND REGARDLESS OF WHETHER THE DAMAGE OR INJURY WAS
CONTRIBUTED TO IN ANY WAY BY THE NEGLIGENCE OR FAULT OF THE
OWNER, ITS OFFICERS, AGENTS, EMPLOYEES, OR REPRESENTATIVES, OR
THE ARCHITECT/ENGINEER AND ITS OFFICERS, AGENTS, EMPLOYEES, OR
REPRESENTATIVES. In the event of conflict with any other indemnity paragraph in this
Contract, this paragraph controls. This indemnity paragraph is intended solely for the
benefit of the parties to this Contract and is not intended to create or grant any rights,
contractual or otherwise, to or for any other person or entity. The Contractor shall furnish
the Owner and the Architect/Engineer with evidence of insurance sufficient to cover
possible damage or injury, which insurance shall either include the Owner and the
Architect/Engineer as additional insureds or be sufficiently broad in coverage as to fully
protect the Owner and the Architect/Engineer. All explosives shall be stored in a safe and
secure manner, under the care of a competent watchman at all times, and all storage places
shall be marked clearly "DANGEROUS-EXPLOSIVES." The method of storing and
handling explosives and highly flammable materials shall conform to Federal and State
laws, City of Denton ordinances, and the City of Denton Fire Department regulations. The
Contractor shall notify any telecommunications and public utility company and any private
property owners having structures in the proximity of the Project Site of the Contractor’s
intention to use explosives, and such notice shall be given sufficiently in advance to enable
the telecommunications and public utility companies and private property owners to take
such steps as they may deem necessary to protect their property from injury. The notice
shall not relieve the Contractor of any responsibility for damage resulting from any blasting
operations.
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(f) The Contractor shall promptly remedy damage and loss (other than damage or loss insured
under property insurance required by the Contract Documents) to property referred to in
Clauses 10.2(a)(2) and 10.2(a)(3) caused in whole or in part by the Contractor, a
Subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for
whose acts they may be liable and for which the Contractor is responsible under Clauses
10.2(a)(2) and 10.2(a)(3), except damage or loss attributable to acts or omissions of the
Owner or Architect/Engineer or anyone directly or indirectly employed by either of them,
or by anyone for whose acts either of them may be liable, and not attributable to the fault
or negligence of the Contractor or any of its Subcontractors. The foregoing obligations of
the Contractor are in addition to the Contractor’s obligations under Paragraph 3.l9. To the
extent that any such damage or loss may be covered by property insurance or other
insurance required by the Contract Documents, the Owner and the Contractor shall exercise
their best efforts to make a claim and obtain recovery from the insurers to provide for the
cost, in whole or in part, of the repair work or to provide for reimbursement for such
damage or loss.
(g) The Contractor shall designate a responsible member of the Contractor’s organization at
the site whose duty shall be the prevention of accidents. This person shall be the
Contractor’s superintendent unless otherwise designated by the Contractor in writing to the
Owner and Architect/Engineer.
(h) The Contractor shall not load or permit any part of the Work or the Project site to be loaded
so as to endanger its safety.
10.3 EMERGENCIES
In an emergency affecting safety, health, or security of persons or property, the Contractor
shall act, at the Contractor’s discretion, to prevent threatened damage, injury, or loss.
Additional compensation or extension of time claimed by the Contractor on account of an
emergency shall be determined as provided in Paragraph 4.3 and Article 7.
10.4 PUBLIC CONVENIENCE AND SAFETY
(a) The Contractor shall place materials stored about the Work and shall conduct the Work
at all times in a manner that causes no greater obstruction to the public than is considered
necessary by the Owner. Sidewalks or streets shall not be obstructed, except by special
permission of the Owner. The materials excavated and the construction materials or plant
used in the performance of the Work shall be placed in a manner that does not endanger
the Work or prevent free access to all fire hydrants, water mains and appurtenances, water
valves, gas valves, manholes for the telephone, telegraph signal or electric conduits,
wastewater mains and appurtenances, and fire alarm or police call boxes in the vicinity.
(b) The Owner reserves the right to remedy any neglect on the part of the Contractor in regard
to public convenience and safety which may come to the Owner's attention, after twenty-
four (24) hours notice in writing to the Contractor. In case of an emergency, the Owner
shall have the right to immediately remedy any neglect without notice. In either case, the
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cost of any work done by the Owner to remedy the Contractor’s neglect shall be deducted
from the Contract Sum. The Contractor shall notify the City Traffic Control Department
when any street is to be closed or obstructed. The notice shall, in the case of major
thoroughfares or street upon which transit lines operate, be forty-eight (48) hours in
advance. The Owner reserves the right to postpone or prohibit any closure or obstruction
of any streets or thoroughfares to the extent necessary for the safety and benefit of the
traveling public. The Contractor shall, when directed by the Architect/Engineer or the
Owner, keep any street or streets in condition for unobstructed use by City departments.
When the Contractor is required to construct temporary bridges or make other
arrangements for crossing over ditches or around structures, the Contractor’s
responsibility for accidents shall include the roadway approaches as well as the crossing
structures.
10.5 BARRICADES, LIGHTS AND WATCHMEN
If the Work is carried on or adjacent to any street, alley or public place, the Contractor shall,
at the Contractor’s own cost and expense, furnish, erect and maintain sufficient barricades,
fences, lights and danger signals, shall provide sufficient watchmen, and shall take such other
precautionary measures as are necessary for the protection of persons or property and of the
Work. All barricades shall be painted in a color that will be visible at night, shall indicate in
bold letters thereon the Contractor's name and shall be illuminated by lights from sunset to
sunrise. The term “lights,” as used in this Paragraph, shall mean flares, flashers, or other
illuminated devices. A sufficient number of barricades with adequate markings and
directional devices shall also be erected to keep vehicles from being driven on or into any
Work under construction. The Contractor will be held responsible for all damage to the Work
due to failure of barricades, signs, lights and watchmen to protect the Work. Whenever
evidence is found of such damage, the Architect/Engineer may order the damaged portion
immediately removed and replaced by the Contractor at Contractor's cost and expense. The
Contractor's responsibility for maintenance of barricades, signs, and lights, and for providing
watchmen, shall not cease until the Project has been finally accepted by the Owner.
10.6 PUBLIC UTILITIES AND OTHER PROPERTIES TO BE CHANGED
In case it is necessary to change or move the property of the Owner or of any
telecommunications or public utility, such property shall not be removed or interfered with
until ordered to do so by the Architect/Engineer. The right is reserved to the owner of any
public or private utilities to enter upon the Project site for the purpose of making such
changes or repairs of their property that may become necessary during the performance of
the Work. The Owner reserves the right of entry upon the Project site for any purpose,
including repairing or relaying sewer and water lines and appurtenances, repairing structures,
and for making other repairs, changes, or extensions to any of the Owner's property. The
Owner's actions shall conform to the Contractor's current and approved schedule for the
performance of the Work, provided that proper notification of schedule requirements has
been given to the Owner by the Contractor.
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10.7 TEMPORARY STORM SEWER AND DRAIN CONNECTIONS
When existing storm sewers or drains have to be taken up or removed, the Contractor shall
at his own expense provide and maintain temporary outlets and connections for all public
and private storm sewers and drains. The Contractor shall also take care of all storm sewage
and drainage which will be received from these storm drains and sewers; for this purpose,
the Contractor shall provide and maintain, at the Contractor’s own expense, adequate
pumping facilities and temporary outlets or diversions. The Contractor shall, at the
Contractor’s own expense, construct such troughs, pipes, or other structures necessary and
shall be prepared at all times to dispose of storm drainage and sewage received from these
temporary connections until such time as the permanent connections are built and in service.
The existing storm sewers and connections shall be kept in service and maintained under the
Contract, except where specified or ordered to be abandoned by the Architect/Engineer. All
storm water and sewage shall be disposed of in a satisfactory manner so that no nuisance is
created and that the Work under construction will be adequately protected.
10.8 ARRANGEMENT AND CHARGE FOR WATER FURNISHED BY THE OWNER;
ELECTRICITY FOR THE PROJECT
(a) When the Contractor desires to use the Owner's water in connection with the Work, the
Contractor shall make complete and satisfactory arrangements with the Denton Water
Utilities Department and shall be responsible for the cost of the water the Contractor uses.
Where meters are used, the charge will be at the regular established rate; where no meters
are used, the charge will be as prescribed by City ordinance, or where no ordinance applies,
payment shall be based on estimates made by the Denton Water Utilities Department.
(b) The Contractor shall make complete and satisfactory arrangements for electricity and
metered electrical connections with the Owner or with Denton Municipal Electric in the
event that separately metered electrical connections are required for the Project. The
Contractor shall pay for all electricity used in the performance of the Work through separate
metered electrical connections obtained by the Contractor through the City of Denton.
10.9 USE OF FIRE HYDRANTS
The Contractor, Subcontractors, and any other person working on the Project shall not open,
turn off, interfere with, attach any pipe or hose to, or connect anything with any fire hydrant,
stop valve, or stop cock, or tap any water main belonging to the Owner, unless duly
authorized to do so by the Denton Water Utilities Department in accordance with the Denton
City Code.
10.10 ENVIRONMENTAL COMPLIANCE
(a) The Contractor and its Subcontractors are deemed to have made themselves familiar
with and at all times shall comply with all applicable federal, state or local laws, rules,
regulations, ordinances, and rules of common law now in effect (including any
amendments now in effect), relating to the environment, Hazardous Substances or
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exposure to Hazardous Substances, including but not limited to the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C.A. §§
9601, et seq.; the Hazardous Materials Transportation Act, 49 U.S.C.A. §§ 1801, et
seq.; the Resource Conservation and Recovery Act of 1976, 42 U.S.C.A. §§ 6901, et
seq.; the Federal Water Pollution Control Act, 33 U.S.C.A §§ 1201, et seq.; the Toxic
Substances Control Act, 15 U.S.C.A. §§ 2601, et seq.; the Clean Air Act, 42 U.S.C.A.
§§ 7401, et seq.; the Safe Drinking Water Act, 42 U.S.C.A. §§ 3808, et seq., and any
current judicial or administrative interpretation of these laws, rules, regulations,
ordinances, or rules of common law, including but not limited to any judicial or
administrative order, consent decree, or judgment affecting the Project.
(b) In the event the Contractor encounters on the site materials reasonably believed to be a
Hazardous Substance that have not been rendered harmless, and removal of such
materials is not a part of the scope of Work required under the Contract Documents,
the Contractor shall immediately stop Work in the affected area and report in writing
the facts of such encounter to the Architect/Engineer and the Owner. Work in the
affected area shall not thereafter be resumed except by written order of the Owner
unless and until the material is determined not to be a Hazardous Substance or the
Hazardous Substance is remediated. The Owner may choose to remediate the
Hazardous Substance with a separate contractor or through a Change Order with the
Contractor. If the Owner determines that the Hazardous Substance exists in the affected
area due to the fault or negligence of the Contractor or any of its Subcontractors, the
Contractor shall be responsible for remediating the condition at the sole expense of the
Contractor in accordance with the Contractor’s APPROVED Spill Remediation Plan.
An extension of the Contract Time for any delay in the progress schedule caused as a
result of the discovery and remediation of a Hazardous Substance may be granted by
the Owner only if all remaining Work on the Project must be suspended and the delay
cannot be made up elsewhere in the progress schedule. Any request for an extension of
the Contract Time related to the discovery and remediation of a Hazardous Substance
is subject to the provisions of Paragraph 4.3 and Article 8.
(c) The Contractor shall be responsible for identification, abatement, cleanup, control,
removal, remediation, and disposal of any Hazardous Substance brought into or upon
the site by the Contractor or any Subcontractor or Supplier. The Contractor shall obtain
any and all permits necessary for the legal and proper handling, transportation, and
disposal of the Hazardous Substance and shall, prior to undertaking any abatement,
cleanup, control, removal, remediation, and disposal, notify the Owner and the
Architect/Engineer so that they may observe the activities; provided, however, that it
shall be the Contractor’s sole responsibility to comply with all applicable laws, rules,
regulations, or ordinances governing the activities.
(d) Spill Prevention Plan. At least seventy-two (72) hours prior to commencing
performance of any of the Work at the Project site, the Contractor shall submit to the
Owner for review and approval a Spill Prevention and Response Plan (SPRP) meeting
the requirements of federal and state law, rules, and regulations. The SPRP shall be
specially designed for the Contractor's planned work methods and procedures. The
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SPRP shall be designed to complement all applicable safety standards, fire prevention
regulations, and pollution prevention policies and procedures. The SPRP shall include
estimates of the quantity and rate of flow should equipment fail, and detail containment
or diversionary structures to prevent spills from leaving the site or migrating into
adjacent properties or navigable waters. The SPRP shall include methods of recovery
of spilled materials and all applicable twenty-four (24) hour emergency phone
numbers, including without limitation that of the Owner’s Project Manager or other
designated representative. The Contractor shall not commence any field work prior to
approval of such plan by the Owner. The following additional rules shall apply with
respect to spills caused by the Contractor or a Subcontractor:
(1) The Contractor shall immediately report any spill or release at the Project site,
whether or not it is associated with this Contract, to the Owner’s Project Manager
or other designated representative. Thereafter, within two (2) working days after
the occurrence of such event, the Contractor shall submit a written report describing
such event in a degree of detail reasonably acceptable to the Owner.
(2) The Contractor shall immediately respond in accordance with the SPRP in the event
of a spill.
(3) The Contractor shall dispose of spilled materials in accordance with EPA and Texas
Commission on Environmental Quality (TCEQ) regulations and any other
applicable federal, state, or local laws, rules, or regulations. In connection with such
disposals, the Contractor shall use only those transporters and disposal facilities
that are approved in advance in writing by the Owner. A copy of all transport
manifests for the spilled materials shall be obtained and retained in the Contractor’s
records for reference purposes, to be provided upon request of the
Architect/Engineer, the Owner, or any governmental regulatory agency with
jurisdiction over the matter. ALL COSTS OF COLLECTION, CONTAINMENT,
AND DISPOSAL OF SPILLED MATERIALS SHALL BE THE SOLE
RESPONSIBILITY OF THE CONTRACTOR.
(4) For purposes of this Subparagraph (e), the term “spill” includes any kind of
environmental discharge or release.
(e) Clean Air Management Plan. The Contractor shall comply with the Clean Air
Management Plan submitted to and approved by the Owner during the contractor
selection process. The Owner reserves the right, at the Contractor’s sole expense, to
require the removal or retrofitting of any equipment used in the course of construction
that does not comply with the Plan submitted to and approved by the Owner.
(f) The Contractor shall deposit surplus or waste excavation or other materials removed as
part of the Work at a legal disposal site in accordance with all applicable state, federal,
and local laws, rules, regulations, and ordinances. The Contractor shall submit to the
Owner for review and approval all planned disposal sites or proposed uses for the
surplus or waste excavation or other materials prior to removal of any excavation or
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other material from the Project site. A copy of all transport manifests for surplus or
waste excavation or other materials shall be obtained and retained in the Contractor’s
records for reference purposes, to be provided upon request to the Architect/Engineer,
the Owner, or any governmental regulatory agency with jurisdiction over the matter.
(g) The Contractor is responsible for obtaining all TXPDES Storm Water Permits from
TCEQ for construction of the Project under regulations contained in 40 CFR Part 122,
as amended, pursuant to the Clean Water Act, 33 U.S.C.A. §§1251 et seq. These
regulations require the filing of a notice of intent to obtain and abide by the general
storm water permit for construction activities promulgated by EPA, including but not
limited to cleaning, grading, and excavation that disturb the applicable amount of total
land area. In addition, the Contractor shall comply with all regulations of the Owner
relating to storm water and storm water runoff management at the Project site pursuant
to Chapter 19, Article IX, Denton City Code, as amended.
(h) The Contractor shall not install any materials in the performance of the Work that
contain asbestos or asbestos-related material such as hydrated mineral silicate,
including chrysolite, amosite, crocidolite, tremolite, anthophylite or actinolite, whether
friable or non-friable.
(i) The Owner reserves the right in its sole option to exercise the following remedies
(without waiving the right to pursue the imposition of any civil or criminal fines or
penalties that may be imposed under state, federal, or local laws or ordinances), at no
additional cost to the Owner and without an extension of the Contract Time, in the
event the Contractor fails or refuses after seven (7) days advance written notice from
the Owner to comply with the provisions of this Paragraph 10.10, the terms of the
SPRP, the terms of the Clean Air Management Plan, any storm water permit or other
environmental permit issued in connection with the Work, or any applicable
environmental law, rule, regulation, or ordinance:
(1) suspend all or any portion of the Work until the noncompliance is corrected, or until
a detailed plan to achieve compliance within a reasonably prompt period of time is
prepared by the Contractor and approved by the Owner;
(2) if the Contractor fails to properly address the noncompliance within the time
stipulated by the Owner, perform the necessary remediation or correction work and
backcharge the Contractor for the cost of the remediation or correction; or
(3) terminate the Contract for cause as provided in Article 13.
ARTICLE 11 INSURANCE AND BONDS
11.1 CONTRACTOR’S INSURANCE
Contractors shall refer to the requirements listed within the solicitation document and
resulting contract for all City of Denton insurance requirements. Should a conflict arise
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between the solicitation document and the resulting contract, the requirements set forth in the
actual contract shall prevail.
11.2 PROPERTY INSURANCE
Contractors shall refer to the requirements listed within the solicitation document and
resulting contract for all City of Denton insurance requirements. Should a conflict arise
between the solicitation document and the resulting contract, the requirements set forth in the
actual contract shall prevail.
11.3 ‘UMBRELLA’ LIABILITY INSURANCE
Contractors shall refer to the requirements listed within the solicitation document and
resulting contract for all City of Denton insurance requirements. Should a conflict arise
between the solicitation document and the resulting contract, the requirements set forth in the
actual contract shall prevail.
11.4 POLICY ENDORSEMENTS AND SPECIAL CONDITIONS
Contractors shall refer to the requirements listed within the solicitation document and
resulting contract for all City of Denton insurance requirements. Should a conflict arise
between the solicitation document and the resulting contract, the requirements set forth in the
actual contract shall prevail.
11.6 PERFORMANCE AND PAYMENT BONDS
(a) Subject to the provisions of Subparagraph 11.3(b), the Contractor shall, with the execution
and delivery of the Construction Services Agreement, furnish and file with the Owner in
the amounts required in this Paragraph, the surety bonds described in Clauses (a)(1) and
(a)(2) below, which surety bonds shall be in accordance with the Charter of the City of
Denton and the provisions of Chapter 2253, Texas Government Code, as amended; each
bond shall be signed by the Contractor, as Principal, and by an established bonding
company, as surety, meeting the requirements of Subparagraph 11.3(c) and approved by
the Owner. The surety bonds shall be accompanied by an appropriate Power-of-Attorney
clearly establishing the extent and limitations of the authority of each signer to so sign:
(1) Performance Bond. A good and sufficient bond in an amount equal to 100% of the
total Contract Sum, guaranteeing the full and faithful execution of the Work and
performance of the Contract in accordance with Plans, Specifications and all other
Contract Documents, including any Amendments thereof, for the protection of the
Owner. This bond shall also provide for the repair and maintenance of all defects due
to faulty materials and workmanship that appear within a period of two (2) year from
the date of final completion and acceptance of the improvements by the Owner or lesser
or longer periods as may be otherwise designated in the Contract Documents.
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(2) Payment Bond. A good and sufficient bond in an amount equal to 100% of the total
Contract Sum, guaranteeing the full and prompt payment of all claimants supplying
labor or materials in the prosecution of the Work provided for in the Contract
Documents and any Amendments thereto, and for the use and protection of each
claimant.
(b) If the Contract Sum, including Owner-accepted alternates and allowances, if any, is greater
than $100,000, Performance in 100% of the Contract Sum are mandatory and shall be
provided by the Contractor. If the Contract Sum is greater than $50,000 but less than or
equal to $100,000, only a Payment Bond in 100% of the Contract amount is mandatory;
provided, however, that the Contractor may elect to furnish a Performance Bond in the
same amount if the Contractor so chooses. If the Contract Sum is less than or equal to
$25,000, the Contractor may elect not to provide Performance and Payment Bonds;
provided that in such event, no money will be paid to the Contractor until final completion
and acceptance of all work by Owner. If the Contractor elects to provide Performance and
Payment Bonds 100% of the total Contract Sum, progress payments in accordance with
these General Conditions shall be disbursed.
(c) No surety will be accepted by the Owner who is now in default or delinquent on any bonds
or who is a party to any litigation against the Owner. All bonds shall be made and executed
on the Owner's standard forms, shall be approved by the Owner, and shall be executed by
not less than one corporate surety that is authorized and admitted to do business in the State
of Texas, is licensed by the State of Texas to issue surety bonds, is listed in the most current
United States Department of the Treasury List of Acceptable Sureties, and is otherwise
acceptable to the Owner. Each bond shall be executed by the Contractor and the surety,
and shall specify that legal venue for enforcement of each bond shall lie exclusively in
Denton County, Texas. Each surety shall designate an agent resident in Denton County,
Texas to whom any requisite statutory notices may be delivered and on whom service of
process may be had in matters arising out of the suretyship.
(d) The person or persons, partnership, company, firm, Limited Liability Company,
association, corporation, or other business entity to whom the Contract is awarded shall,
within ten (10) days after such award, sign the required Contract with the Owner and
provide the necessary surety bonds and evidence of insurance as required under the
Contract Documents. No Contract shall be binding on the Owner until it has been approved
as to form by the City Attorney, executed for the Owner by the City Manager, the
performance and payment bonds and evidence of insurance have been furnished as required
by the Contract Documents, and the fully executed contract has been delivered to the
Contractor.
(e) The failure of the Contractor to execute the Contract or deliver the required statutory bonds
and evidence of insurance within ten (10) days after the Contract is awarded or as soon
thereafter as the Owner can assemble and deliver the Contract shall constitute a material
breach of the Contractor’s bid proposal and the Owner may rescind the Contract award and
collect or retain the proceeds of the bid security. By reason of the uncertainty of the market
prices or materials and labor, and it being impracticable and difficult to determine
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accurately the amount of damages occurring to the Owner by reason of the Contractor's
failure to execute and furnish the statutory bonds and to sign the Contract within ten (10)
days, the filing of a bid proposal with the accompanying bid security will be considered as
an acceptance of this Subparagraph 11.3(e). In the event the Owner should re-advertise for
bids, the defaulting Contractor shall not be eligible to bid, and the lowest responsible bid
obtained in the re-advertisement shall be the bid referred to in this Paragraph.
ARTICLE 12 DEFECTIVE AND NONCONFORMING WORK
12.1 UNCOVERING OF WORK
(a) If a portion of the Work is covered contrary to the Architect/Engineer’s request or to
requirements specifically expressed in the Contract Documents, the Work must, if
required in writing by the Architect/Engineer, be uncovered for the Architect/Engineer’s
observation and be replaced at the Contractor’s expense without change in the Contract
Time.
(b) If a portion of the Work has been covered which the Architect/Engineer has not
specifically requested to observe prior to it being covered, the Architect/Engineer may
request to see such Work and it shall be uncovered by the Contractor. If such Work is in
accordance with the Contract Documents, costs of uncovering and replacement shall, by
appropriate Change Order, be charged to the Owner. If any Work is not in accordance
with the Contract Documents, the Contractor shall pay the costs of uncovering, repair,
replacement unless the condition was caused by the Owner or a separate contractor in
which event the Owner shall be responsible for payment of such costs.
12.2 CORRECTION OF WORK
(a) The Contractor shall promptly correct Work rejected by the Architect/Engineer as failing
to conform to the requirements of the Contract Documents, whether observed before or
after Substantial Completion and whether or not fabricated, installed or completed. The
Contractor shall bear costs of correcting such rejected Work, including additional testing
and inspections and compensation for the Architect/Engineer’s services and expenses
made necessary thereby.
(b) If any of the Work is found to be defective or nonconforming with the requirements of
the Contract Documents, the Contractor shall correct it promptly after receipt of written
notice from the Architect/Engineer or the Owner to do so unless the Owner has
previously given the Contractor a written acceptance or waiver of the defect or
nonconformity. The Contractor’s obligation to correct defective or nonconforming Work
remains in effect for:
(1) two years after the date of Substantial Completion of the Work or designated portion
of the Work;
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(2) two years after the date for commencement of warranties established by agreement
in connection with partial occupancy under Subparagraph 9.8(a); or
(3) the stipulated duration of any applicable special warranty required by the Contract
Documents.
(c) The one-year period described in Clauses (b)(1) and (b)(2) shall be extended with respect
to portions of the Work performed, repaired, or corrected after Substantial Completion
by the period of time between Substantial Completion and the actual completion of the
Work.
(d) The obligations of the Contractor under this Paragraph 12.2 shall survive final acceptance
of the Work and termination of this Contract. The Owner shall give notice to the
Contractor promptly after discovery of a defective or nonconforming condition in the
Work. The one-year period stated in Clauses (b)(1) and (b)(2) does not limit the ability
of the Owner to require the Contractor to correct latent defects or nonconformities in the
Work, which defects or nonconformities could not have been discovered through
reasonable diligence by the Owner or the Architect/Engineer at the time the Work was
performed or at the time of inspection for certification of Substantial Completion or Final
Completion. The two year period also does not relieve the Contractor from liability for
any defects or deficiencies in the Work that may be discovered after the expiration of the
two year correction period.
(e) The Contractor shall remove from the Project site portions of the Work which are not in
accordance with the requirements of the Contract Documents and are neither corrected
by the Contractor nor accepted by the Owner.
(f) If the Contractor fails to correct defective or nonconforming Work within a reasonable
time after notice from the Owner or the Architect/Engineer, the Owner may correct it in
accordance with Paragraph 2.4. If the Contractor does not proceed with correction of
defective or nonconforming Work within a reasonable time fixed by written notice from
the Architect/Engineer, the Owner may remove or replace the defective or
nonconforming Work and store the salvageable materials or equipment at the
Contractor’s expense. If the Contractor does not pay costs of removal and storage within
ten days after written notice, the Owner may, upon ten (10) additional days written notice,
sell the materials and equipment at auction or at private sale and shall account for the
proceeds after deducting costs and damages that should have been borne by the
Contractor, including compensation for the Architect/Engineer’s services and expenses
made necessary as a result of the sale. If the proceeds of sale do not cover costs which
the Contractor should have borne, the Contract Sum shall be reduced by the deficiency.
If payments due to the Contractor then or thereafter are not sufficient to cover the
deficiency, the Contractor shall pay the difference to the Owner.
(g) The Contractor shall bear the cost of correcting destroyed or damaged construction of the
Owner or separate contractors, whether the construction is completed or partially
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completed, that is caused by the Contractor’s correction or removal of Work which is not
in accordance with the requirements of the Contract Documents.
(h) Nothing contained in this Paragraph 12.2 shall be construed to establish a period of
limitation with respect to other obligations which the Contractor might have under the
Contract Documents. Establishment of the one-year time period as described in
Subparagraph 12.2(b) relates only to the specific obligation of the Contractor to correct
the Work, and has no relationship to the time within which the obligation to comply with
the Contract Documents may be sought to be enforced, nor to the time within which
proceedings may be commenced to establish the Contractor’s liability with respect to the
Contractor’s obligations other than specifically to correct the Work.
(i) Any Work repaired or replaced pursuant to this Article 12 shall be subject to the
provisions of Article 12 to the same extent as Work originally performed or installed.
12.3 ACCEPTANCE OF NONCONFORMING WORK
The Owner may, in the Owner’s sole discretion, accept Work which is not in accordance with
the requirements of the Contract Documents instead of requiring its removal and correction,
in which case the Contract Sum will be reduced as appropriate and equitable. The adjustment
will be accomplished whether or not final payment has been made.
ARTICLE 13 COMPLETION OF THE CONTRACT; TERMINATION; TEMPORARY
SUSPENSION
13.1 FINAL COMPLETION OF CONTRACT
The Contract will be considered completed, except as provided in any warranty or
maintenance stipulations, bond, or by law, when all the Work has been finally completed, the
final inspection is made by the Architect/Engineer, and final acceptance and final payment is
made by the Owner.
13.2 WARRANTY FULFILLMENT
Prior to the expiration of the specified warranty period provided for in the Contract
Documents, the Architect/Engineer will make a detailed inspection of the Work and will
advise the Contractor and the Contractor’s Surety of the items that require correction. The
Architect/Engineer will make a subsequent inspection and if the corrections have been
properly performed, the Architect/Engineer will issue a letter of release on the maintenance
stipulations to the Contractor and the Surety. If for any reason the Contractor has not made
the required corrections before the expiration of the warranty period, the warranty provisions
as provided for in the Contract Documents shall remain in effect until the corrections have
been properly performed and a letter of release issued.
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13.3 TERMINATION BY THE OWNER FOR CAUSE
(a) Notwithstanding any other provision of these General Conditions, the Work or any
portion of the Work may be terminated immediately by the Owner for any good cause
after giving seven (7) days advance written notice and opportunity to cure to the
Contractor, including but not limited to the following causes:
(1) Failure or refusal of the Contractor to start the Work within ten (10) days after the
date of written notice by the Owner to commence the Work.
(2) A reasonable belief that the progress of the Work being made by the Contractor is
insufficient to complete the Work within the specified time.
(3) Failure or refusal of the Contractor to provide sufficient and proper equipment or
construction forces to properly execute the Work in a timely manner.
(4) A reasonable belief that the Contractor has abandoned the Work.
(5) A reasonable belief that the Contractor has become insolvent, bankrupt, or otherwise
financially unable to carry on the Work.
(6) Failure or refusal on the part of the Contractor to observe any requirements of the
Contract Documents or to comply with any written orders given by the
Architect/Engineer or the Owner as provided for in the Contract Documents.
(7) Failure or refusal of the Contractor to promptly make good any defects in materials
or workmanship, or any defects of any nature, the correction of which has been
directed in writing by the Architect/Engineer.
(8) A reasonable belief by the Owner that collusion exists or has occurred for the
purpose of illegally procuring the Contract or a Subcontractor, or that a fraud is being
perpetrated on the Owner in connection with the construction of Work under the
Contract.
(9) Repeated and flagrant violation of safe working procedures.
(10) The filing by the Contractor of litigation against the Owner prior to completion of
the Work.
(b) When the Work or any portion of the Work is terminated for any of the causes itemized
above or for any other cause except termination for convenience pursuant to
Subparagraph 13.3(e), the Contractor shall, as of the date specified by the Owner,
discontinue the Work or portion of the Work as the Owner shall designate, whereupon
the surety shall, within fifteen (15) days after the written notice of termination for cause
has been served upon the Contractor and the surety or its authorized agents, assume the
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obligations of the Contractor for the Work or that portion of the Work which the Owner
has ordered the Contractor to discontinue and may:
(1) perform the Work with forces employed by the surety;
(2) with the written consent of the Owner, tender a replacement contractor to take over
and perform the Work, in which event the surety shall be responsible for and pay the
amount of any costs required to be incurred for the completion of the Work that are
in excess of the amount of funds remaining under the Contract as of the time of the
termination; or
(3) with the written consent of the Owner, tender and pay to the Owner in settlement the
amount of money necessary to finish the balance of uncompleted Work under the
Contract, correct existing defective or nonconforming Work, and compensate the
Owner for any other loss sustained as a result of Contractor's default.
In the event of termination for cause involving Clause (b)(1) or (b)(2), the Surety
shall assume the Contractor's place in all respects, and the amount of funds
remaining unpaid under the Contract shall be paid by the Owner for all Work
performed by the surety or the replacement contractor in accordance with the terms
of the Contract Documents, subject to any rights of the Owner to deduct any costs
or actual damages that the Owner may have incurred, including but not limited to
additional fees and expenses of the Architect/Engineer and attorneys fees, as a result
of such termination.
(c) The balance of the Contract Sum remaining at the time of the Contractor’s default and
of the termination shall become due and payable to the surety as the Work progresses,
subject to all of the terms, covenants, and conditions of the Contract Documents. If the
surety does not, within the time specified in Subparagraph 13.3(b), exercise its
obligation to assume the obligations of the Contract, or that portion of the Contract
which the Owner has ordered the Contractor to discontinue, then the Owner shall have
the power to complete the Work by contract or otherwise, as it may deem necessary.
The Contractor agrees that the Owner shall have the right to take possession of or use
any or all of the materials, plant, tools, equipment, supplies, and property of every kind
provided by the Contractor for the purpose of the Work, and to procure other tools,
equipment, labor, and materials for the completion of the Work, and to charge to the
account of the Contractor the expenses of completion and labor, materials, tools,
equipment, and incidental expenses. The expenses incurred by the Owner to complete
the Work shall be deducted by the Owner out of the balance of the Contract Sum
remaining unpaid to or unearned by the Contractor. The Contractor and the surety shall
be liable to the Owner for any costs incurred in excess of the balance of the Contract
Sum for the completion and correction of the Work, and for any other costs, damages,
expenses (including but not limited to additional fees of the Architect/Engineer and
attorney’s fees), and actual damages incurred as a result of the termination.
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(d) The Owner shall not be required to obtain the lowest bid for the Work of completing the
Contract as described in Subparagraph 13.3(c), but the expenses to be deducted from
the Contract Sum shall be the actual cost of such Work. In case the Owner’s expense is
less than the sum which would have been payable under the Contract, if the same had
been completed by the Contractor, then the Owner may pay to the Contractor (or the
Surety, in the event of a complete termination for cause) the difference in the cost,
provided that the Contractor (or the Surety) shall not be entitled to any claim for
damages or for loss of anticipated profits. In case such expenses for completion shall
exceed the amount which would have been payable under the Contract if the same had
been completed by the Contractor, then the Contractor and his Sureties shall pay the
amount of the excess to the Owner on notice from the Owner for excess due. When only
a particular part of the Work is being carried on by the Owner by contract or otherwise
under the provisions of this Subparagraph, the Contractor shall continue the remainder
of the Work in conformity with the terms of the Contract, and in such manner as not to
hinder or interfere with the performance of workmen employed and provided by the
Owner.
(e) The right to terminate this Contract for the convenience of the Owner (including but not
limited to nonappropriation of funding) is expressly retained by the Owner. In the event
of termination for convenience, the Owner shall deliver at least ten (10) days advance
written notice of termination for convenience to the Contractor. Upon the Contractor’s
receipt of such written notice, the Contractor shall cease the performance of the Work
and shall take reasonable and appropriate action to secure and protect the Work in place.
The Contractor shall then be reimbursed by the Owner in accordance with the terms and
provisions of the Contract Documents, not to exceed actual labor costs incurred,
materials stored at the Project site or away from the Project site as approved by the
Owner but not yet paid for, plus actual, reasonable, and documented termination
charges, if any, paid by the Contractor in connection with the Work in place which is
completed and in conformance with the Contract Documents to the date of termination
for convenience. No amount shall ever be due to the Contractor for lost or anticipated
profits.
13.4 TEMPORARY SUSPENSION OF THE WORK
(a) The Work or any portion of the Work may be temporarily suspended by the Owner
immediately upon written notice to the Contractor for any reason, including but not
limited to:
(1) the causes described in Clauses 13.1(a)(1) through (a)(10) above;
(2) where other provisions in the Contract Documents require or permit temporary
suspension of the Work;
(3) situations where the Work is threatened by, contributes to, or causes an immediate
threat to public health, safety, or security; or
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(4) other unforeseen conditions or circumstances.
(b) The Contractor shall immediately resume the temporarily suspended Work when
ordered in writing by the Owner to do so. The Owner shall not under any circumstances
be liable for any claim of the Contractor arising from a temporary suspension due to a
cause described in Clause (a)(1) above; provided, however, that in the case of a
temporary suspension for any of the reasons described under Clauses (a)(2) through
(a)(4), where the Contractor is not a contributing cause of the suspension under one of
those Clauses or where the provision of the Contract Documents in question specifically
provides that the suspension is at no cost to the Owner, the Owner will make an equitable
adjustment for the following items, provided that a claim is properly made by the
Contractor under Subparagraph 4.3 of these General Conditions:
(1) an equitable extension of the Contract Time, not to exceed the actual delay caused
by the temporary suspension as determined by the Architect/Engineer and the
Owner;
(2) an equitable adjustment to the Contract Sum for the actual, necessary, and
reasonable costs of properly protecting any Work that is finished or partially
finished during the period of the temporary suspension (no profit and overhead shall
be allowed on top of these costs); and
(3) if it becomes necessary to move equipment from the Project site and then return it
to the Project site when the Work is ordered to be resumed, an equitable adjustment
to the Contract Sum for the actual, necessary, and reasonable cost of these moves;
provided, however, that no adjustment shall be due if the equipment is moved to
another Project site of the Owner.
ARTICLE 14 MISCELLANEOUS PROVISIONS
14.1 GOVERNING LAW; COMPLIANCE WITH LAWS AND REGULATIONS
(a) This Contract shall be governed by the laws and case decisions of the State of Texas,
without regard to conflict of law or choice of law principles of Texas or of any other
state.
(b) This Contract is entered into subject to and controlled by the Charter and ordinances of
the City of Denton and all applicable laws, rules, and regulations of the State of Texas
and the Government of the United States of America. The Contractor shall, during the
performance of the Work, comply with all applicable City codes and ordinances, as
amended, and all applicable State and Federal laws, rules and regulations, as amended.
14.2 SUCCESSORS AND ASSIGNS
The Owner and the Contractor respectively bind themselves, their partners, successors,
assigns, and legal representatives to the promises, covenants, terms, conditions, and
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obligations contained in the Contract Documents. The Contractor shall not assign, transfer, or
convey its interest or rights in the Contract, in part or as a whole, without written consent of
the Owner. If the Contractor attempts to make an assignment, transfer, or conveyance without
the Owner’s written consent, the Contractor shall nevertheless remain legally responsible for
all obligations under the Contract Documents. The Owner shall not assign any portion of the
Contract Sum due or to become due under this Contract without the written consent of the
Contractor, except where assignment is compelled or allowed by court order, the terms of the
Contract Documents, or other operation of law.
14.3 WRITTEN NOTICE
Except as otherwise provided in Article 16, any notice, payment, statement, or demand
required or permitted to be given under this Contract by either party to the other may be
effected by personal delivery in writing or by mail, postage prepaid to the Project Manager or
Superintendent of either party, or to an officer, partner, or other designated representative of
either party. Mailed notices shall be addressed to the parties at an address designated by each
party, but each party may change its address by written notice in accordance with this section.
Mailed notices shall be deemed communicated as of three (3) days after mailing.
14.4 RIGHTS AND REMEDIES; NO WAIVER OF RIGHTS BY OWNER
(a) The duties and obligations imposed on the Contractor by the Contract Documents and the
rights and remedies available to the Owner under the Contract Documents shall be in addition
to, and not a limitation of, any duties, obligations, rights, and remedies otherwise imposed or
made available by law.
(b) No action or failure to act by the Owner shall constitute a waiver of a right afforded the
Owner under the Contract Documents, nor shall any action or failure to act by the Owner
constitute approval of or acquiescence in a breach of the Contract by Contractor, except as
may be specifically agreed in writing by Change Order or Supplemental Agreement.
14.5 INTEREST
The Owner shall not be liable for interest on any progress or final payment to be made under
the Contract Documents, except as may be provided by the applicable provisions of the
Prompt Payment Act, Chapter 2251, Texas Government Code, as amended, subject to
Paragraph 9.6(a) of these General Conditions.
14.6 OFFICERS OR EMPLOYEES OF THE OWNER NOT TO HAVE FINANCIAL
INTEREST IN ANY CONTRACT OF THE OWNER
No officer or employee of the Owner shall have a financial interest, direct or indirect, in any
Contract with the Owner, or be financially interested, directly or indirectly, in the sale to the
Owner of any land, materials, supplies or services, except on behalf of the Owner as an officer
or employee. Any violation of this article shall constitute malfeasance in office, and any
officer or employee of Owner guilty thereof shall thereby forfeit his office or position. Any
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violation of this section, with the knowledge, express or implied, of the person, persons,
partnership, company, firm, association or corporation contracting with the Owner shall
render the Contract involved voidable by the Owner's City Manager or City Council.
14.7 VENUE
This Contract is deemed to be performed in Denton County, Texas, and if legal action is
necessary to enforce this Contract, exclusive venue shall lie in Denton County, Texas.
14.8 INDEPENDENT CONTRACTOR
In performing the Work under this Contract, the relationship between the Owner and the
Contractor is that of an independent contractor. The Contractor shall exercise independent
judgment in performing the Work and is solely responsible for setting working hours,
scheduling or prioritizing the Work flow and determining the means and methods of
performing the Work, subject only to the requirements of the Contract Documents. No term
or provision of this Contract shall be construed as making the Contractor an agent, servant, or
employee of the Owner, or making the Contractor or any of the Contractor’s employees,
agents, or servants eligible for the fringe benefits, such as retirement, insurance and worker's
compensation, which the Owner provides to its employees.
14.9 NONDISCRIMINATION
As a condition of this Contract, the Contractor covenants that he will take all necessary actions
to insure that, in connection with any work under this Contract, the Contractor and its
Subcontractors will not discriminate in the treatment or employment of any individual or
groups of individuals on the grounds of race, color, religion, national origin, age, sex, sexual
orientation, or handicap unrelated to job performance, either directly, indirectly or through
contractual or other arrangements. The Contractor shall also comply with all applicable
requirements of the Americans with Disabilities Act, 42 U.S.C.A. §§12101-12213, as
amended. In this regard, the Contractor shall keep, retain and safeguard all records relating to
his Contract or Work performed thereunder for a minimum period of three (3) years from final
Contract completion, with full access allowed to authorized representatives of the Owner,
upon request, for purposes of evaluating compliance with this and other provisions of the
Contract.
14.10 GIFTS TO PUBLIC SERVANTS
(a) The Owner may terminate this Contract immediately if the Contractor has offered,
conferred, or agreed to confer any benefit on a City of Denton employee or official that
the City of Denton employee or official is prohibited by law from accepting.
(b) For purposes of this Article, "benefit" means anything reasonably regarded as
pecuniary gain or pecuniary advantage, including benefit to any other person in whose
welfare the beneficiary has a direct or substantial interest, but does not include a
contribution or expenditure made and reported in accordance with law.
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(c) Notwithstanding any other legal remedies, the Owner may require the Contractor to
remove any employee of the Contractor from the Project who has violated the
restrictions of this Article or any similar State or Federal law, and obtain reimbursement
for any expenditures made to the Contractor as a result of the improper offer, agreement
to confer, or conferring of a benefit to a City of Denton employee or official.
ARTICLE 15 RIGHT TO AUDIT CONTRACTOR'S RECORDS
By execution of the Building Construction Services Agreement, the Contractor grants the Owner
the right to audit, at the Owner's election, all of the Contractor's records and billings relating to the
performance of the Work under the Contract Documents. The Contractor agrees to retain its Project
records for a minimum of five (5) years following completion of the Work. The Owner agrees that
it will exercise the right to audit only at reasonable hours. City may review any and all of the
services performed by Contractor under this Contract. Any payment, settlement, satisfaction, or
release made or provided during the course of performance of this Contract shall be subject to
City’s rights as may be disclosed by an audit under this section.
ARTICLE 16 NOTICE OF CONTRACT CLAIM
This Contract is subject to the provisions of the Denton City Code, as amended, relating to
requirements for filing a notice of a breach of contract claim against City. Contractor shall comply
with the requirements of this ordinance as a precondition of any litigation relating to this Contract,
in addition to all other requirements in this Contract related to claims and notice of claims.
Should a conflict arise between any of the contract documents, it shall be resolved with the
following order of precedence (if applicable). In any event, the final negotiated contract shall
take precedence over any and all contract documents to the extent of such conflict.
1. Final negotiated contract
2. RFP/Bid documents
3. City’s standard terms and conditions
4. Purchase order
5. Supplier terms and conditions
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EXHIBIT D
PAYMENT AND PERFORMANCE BOND REQUIREMENTS
Contractor will be required to furnish original performance and payment bonds for one hundred
(100%) percent of the total submission price before work is to commence. The Contractor shall
assume all costs in increasing the bond limits if change orders are formally approved. Bonds shall
be in accordance with the V.T.C.A Government Code Section 2253.021, as amended, from a surety
licensed to do business in the State of Texas. The City, at its option, may waive the payment and
performance bond requirements for projects of less than $50,000.
Bond forms are attached and shall be returned upon notice of contract award by the City. Bonds
should be forwarded to the City of Denton within fourteen (14) calendar days from contract award.
This contract is not fully executed until payment and performance bonds are received and accepted
by the City. Upon approval, a purchase order will be issued.
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EXHIBIT E
INSURANCE REQUIREMENTS AND
WORKERS’ COMPENSATION REQUIREMENTS
Upon contract execution, all insurance requirements shall become contractual obligations, which
the successful contractor shall have a duty to maintain throughout the course of this contract.
STANDARD PROVISIONS:
Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall
provide and maintain until the contracted work has been completed and accepted by the City of
Denton, Owner, the minimum insurance coverage as indicated hereinafter.
Contractor shall file with the Purchasing Department satisfactory certificates of insurance
including any applicable addendum or endorsements, containing the contract number and title
of the project. Contractor may, upon written request to the Purchasing Department, ask for
clarification of any insurance requirements at any time; however, Contractor shall not
commence any work or deliver any material until he or she receives notification that the contract
has been accepted, approved, and signed by the City of Denton.
All insurance policies proposed or obtained in satisfaction of these requirements shall comply
with the following general specifications, and shall be maintained in compliance with these
general specifications throughout the duration of the Contract, or longer, if so noted:
• Each policy shall be issued by a company authorized to do business in the State of Texas
with an A.M. Best Company rating of at least A or better.
• Any deductibles or self-insured retentions shall be declared in the proposal. If requested
by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions
with respect to the City, its officials, agents, employees and volunteers; or, the contractor
shall procure a bond guaranteeing payment of losses and related investigations, claim
administration and defense expenses.
• Liability policies shall be endorsed to provide the following:
▪ Name as Additional Insured the City of Denton, its Officials, Agents, Employees
and volunteers.
▪ That such insurance is primary to any other insurance available to the Additional
Insured with respect to claims covered under the policy and that this insurance
applies separately to each insured against whom claim is made or suit is brought.
The inclusion of more than one insured shall not operate to increase the insurer's
limit of liability.
▪ Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents,
employees, and volunteers.
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• Cancellation: City requires 30 day written notice should any of the policies described on
the certificate be cancelled or materially changed before the expiration date.
• Should any of the required insurance be provided under a claims made form, Contractor
shall maintain such coverage continuously throughout the term of this contract and, without
lapse, for a period of three years beyond the contract expiration, such that occurrences
arising during the contract term which give rise to claims made after expiration of the
contract shall be covered.
• Should any of the required insurance be provided under a form of coverage that includes a
general annual aggregate limit providing for claims investigation or legal defense costs to
be included in the general annual aggregate limit, the Contractor shall either double the
occurrence limits or obtain Owners and Contractors Protective Liability Insurance.
• Should any required insurance lapse during the contract term, requests for payments
originating after such lapse shall not be processed until the City receives satisfactory
evidence of reinstated coverage as required by this contract, effective as of the lapse date.
If insurance is not reinstated, City may, at its sole option, terminate this agreement effective
on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall additionally
comply with the following marked specifications, and shall be maintained in compliance with
these additional specifications throughout the duration of the Contract, or longer, if so noted:
[X] A. General Liability Insurance:
General Liability insurance with combined single limits of not less than $1,000,000.00
shall be provided and maintained by the Contractor. The policy shall be written on an
occurrence basis either in a single policy or in a combination of underlying and
umbrella or excess policies.
If the Commercial General Liability form (ISO Form CG 0001 current edition) is used:
• Coverage A shall include premises, operations, products, and completed
operations, independent contractors, contractual liability covering this
contract and broad form property damage coverage.
• Coverage B shall include personal injury.
• Coverage C, medical payments, is not required.
If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition
and ISO Form GL 0404) is used, it shall include at least:
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• Bodily injury and Property Damage Liability for premises, operations, products
and completed operations, independent contractors and property damage
resulting from explosion, collapse or underground (XCU) exposures.
• Broad form contractual liability (preferably by endorsement) covering this
contract, personal injury liability and broad form property damage liability.
[X] Automobile Liability Insurance:
Contractor shall provide Commercial Automobile Liability insurance with Combined
Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination
of basic and umbrella or excess policies. The policy will include bodily injury and property
damage liability arising out of the operation, maintenance and use of all automobiles and
mobile equipment used in conjunction with this contract.
Satisfaction of the above requirement shall be in the form of a policy endorsement for:
• any auto, or
• all owned hired and non-owned autos.
[X] Workers’ Compensation Insurance
Contractor shall purchase and maintain Workers’ Compensation insurance which, in
addition to meeting the minimum statutory requirements for issuance of such insurance,
has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each
employee, and a $500,000 policy limit for occupational disease. The City need not be
named as an "Additional Insured" but the insurer shall agree to waive all rights of
subrogation against the City, its officials, agents, employees and volunteers for any work
performed for the City by the Named Insured. For building or construction projects, the
Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096
of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers’ Compensation
Commission (TWCC).
[ ] Owner's and Contractor's Protective Liability Insurance
The Contractor shall obtain, pay for and maintain at all times during the prosecution of the
work under this contract, an Owner's and Contractor's Protective Liability insurance policy
naming the City as insured for property damage and bodily injury which may arise in the
prosecution of the work or Contractor's operations under this contract. Coverage shall be
on an “occurrence" basis and the policy shall be issued by the same insurance company
that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00
combined bodily injury and property damage per occurrence with a $1,000,000.00
aggregate.
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[ ] 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.
[X] Builders' Risk Insurance
Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be
provided. Such policy shall include as "Named Insured" the City of Denton and all
subcontractors as their interests may appear.
[ ] Environmental Liability Insurance
Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this
contract.
[ ] Riggers Insurance
The Contractor shall provide coverage for Rigger’s Liability. Said coverage may be
provided by a Rigger’s Liability endorsement on the existing CGL coverage; through and
Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11,
Rigger’s Liability Coverage form. Said coverage shall mirror the limits provided by the
CGL coverage
[ ] Commercial Crime
Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside
the premises, burglary of the premises, and employee fidelity. The employee fidelity
portion of this coverage should be written on a “blanket” basis to cover all employees,
including new hires. This type insurance should be required if the contractor has access to
City funds. Limits of not less than $ each occurrence are required.
[ ] Additional Insurance
Other insurance may be required on an individual basis for extra hazardous contracts and
specific service agreements. If such additional insurance is required for a specific contract,
that requirement will be described in the "Specific Conditions" of the contract
specifications.
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ATTACHMENT 1
[X] Workers’ Compensation Coverage for Building or Construction Projects for
Governmental Entities
A. Definitions:
Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate
of authority to self-insure issued by the commission, or a coverage agreement (TWCC-
81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation
insurance coverage for the person's or entity's employees providing services on a
project, for the duration of the project.
Duration of the project - includes the time from the beginning of the work on the
project until the contractor's/person's work on the project has been completed and
accepted by the governmental entity.
Persons providing services on the project ("subcontractor" in §406.096) - includes all
persons or entities performing all or part of the services the contractor has undertaken
to perform on the project, regardless of whether that person contracted directly with
the contractor and regardless of whether that person has employees. This includes,
without limitation, independent contractors, subcontractors, leasing companies, motor
carriers, owner-operators, employees of any such entity, or employees of any entity
which furnishes persons to provide services on the project. "Services" include, without
limitation, providing, hauling, or delivering equipment or materials, or providing
labor, transportation, or other service related to a project. "Services" does not include
activities unrelated to the project, such as food/beverage vendors, office supply
deliveries, and delivery of portable toilets.
B. The contractor shall provide coverage, based on proper reporting of classification
codes and payroll amounts and filing of any overage agreements, which meets the
statutory requirements of Texas Labor Code, Section 401.011(44) for all employees
of the Contractor providing services on the project, for the duration of the project.
C. The Contractor must provide a certificate of coverage to the governmental entity prior
to being awarded the contract.
D. If the coverage period shown on the contractor's current certificate of coverage ends
during the duration of the project, the contractor must, prior to the end of the coverage
period, file a new certificate of coverage with the governmental entity showing that
coverage has been extended.
E. The contractor shall obtain from each person providing services on a project, and
provide to the governmental entity:
1. a certificate of coverage, prior to that person beginning work on the project, so
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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
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
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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.
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Exhibit F
Certificate of Interested Parties Electronic Filing
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the
Government Code. The law states that the City may not enter into this contract unless the
Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the
Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring
the business entity to file Form 1295 electronically with the Commission.
Contractor will be required to furnish a Certificate of Interest Parties before the contract is
awarded, in accordance with Government Code 2252.908.
The contractor shall:
1. Log onto the State Ethics Commission Website at :
https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm
2. Register utilizing the tutorial provided by the State
3. Print a copy of the completed Form 1295
4. Enter the Certificate Number on page 2 of this contract.
5. Complete and sign the Form 1295
6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line.
(EX: Contract 1234 – Form 1295)
The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after
Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics
Commission’s website within seven business days.
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Exhibit G
1 Archer Western Construction, LLC
2 Irving, TX
3 Corporation
4 10.00
5 470.00
Total days from Notice to Proceed to Substantial Completion 480
6 Base Bid amount to construct project per specifications:14,382,000.00$
7 76,000.00$
8 Total Bid amount to construct with bonds 14,458,000.00$
Total Pricing in typed words
Item #Quantity UOM Product Description Unit Price Extended Price
9 1 LS Mobilization, demobilization, bonds and
insurance $225,000.00 225,000.00$
10 4 EA Hickory Creek Detention Facility
Submersible Pump Equipment $96,500.00 386,000.00$
11 1 LS
Hickory Creek Detention Facility Prestress
Concrete Tank including all appurtenances
(excluding foudnation and piers)$2,640,000.00 2,640,000.00$
12 1 LS
Hickory Creek Detention Facility Tank
Cleaning System (nozzles, piping and
booster pump system)$113,000.00 113,000.00$
13 1 LS
Construction of the Hickoery Creek
Detention Facility storage tank foundation
and piers $600,000.00 600,000.00$
14 1 LS
Construction of all remaining Work items
for the Hickory Creek Detention Facility per
Plans & Specifications $6,706,000.00 6,706,000.00$
15 3 EA Pecan Creek WRP West Peak Flow Pump
Equipment $114,000.00 342,000.00$
16 1 LS
Construction of all remaining Work items
for the Pecan Creek WRP West Peak Flow
Pump Station Facilies per Plans &
Specifications $3,446,000.00 3,446,000.00$
Total Base Bid:14,458,000.00$
Proposer Guarantees the following unit pricing to apply throughout the project for changing work upon written instruction of the City:
Item #UOM Product Description Unit Price
17 CY ADD - Soil Excavation 14.00$
18 CY DEDUCT Soil Excavation 8.00$
19 CY ADD Rock Excavation 32.00$
20 VLF ADD Foundation Piers - 36-inch 185.00$
21 VLF DEDUCT Foundation Piers - 36-inch 135.00$
22 SY ADD - Typical HMAC Paving (per detail)80.00$
23 SY ADD - Typical Concrete Paving (per detail)89.00$
24 SY ADD - Typical Flexbase (per detail)25.00$
Payment Term Discounts
Payment Terms Additional Discount %
Invoice Paid in 15 days No Bid
Total calendar days to mobilize after Notice to Proceed is issued by
City (maximum 14 days):
RFP 7061 - Pricing Sheet for Construction of Denton HCDF & PCWRP WPFPS
The respondent shall complete the following section, which directly corresponds to the specifications. The contractor shall not
make changes to this format.
Respondent's Name:
Principal Place of Business (City and State)
Respondent is a Corporation, Partnership, sole Proprietorship,
Indvidual?
Total calendar days after mobilization on site for substantial
completion:
Proposal Pricing:
Payment and Performance Bonds
Fourteen Million, Four Hundred and Fifty Eight Thousand Dollars
Payment terms for the City of Denton are typically 30 days. Please indicate the additional discount
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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
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H
Archer Western Construction, LLC
12/6/2019
X
N/A
X
X
X
N/A
Certificate Of Completion
Envelope Id: 5A71718F2B014F6D81D00F318CCB12B3 Status: Sent
Subject: Please DocuSign: City Council Contract 7061 HCDF PCWRP Construction Services
Source Envelope:
Document Pages: 79 Signatures: 4 Envelope Originator:
Certificate Pages: 6 Initials: 1 Monisa Rogers
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
Monisa.Rogers@cityofdenton.com
IP Address: 129.120.6.150
Record Tracking
Status: Original
12/3/2019 9:52:54 AM
Holder: Monisa Rogers
Monisa.Rogers@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Monisa Rogers
monisa.rogers@cityofdenton.com
Senior Buyer
City Of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 129.120.6.150
Sent: 12/3/2019 9:56:30 AM
Viewed: 12/3/2019 9:56:38 AM
Signed: 12/3/2019 10:00:38 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
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Mack Reinwand
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City of Denton
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Daniel P. Walsh
dpwalsh@walshgroup.com
President
The Walsh Group
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Frank Pugsley
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Water and Wastewater Utilities Director
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Cheyenne Defee
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City of Denton
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Todd Hileman
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Rosa Rios
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Cheyenne Defee
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Contract Administrator
City of Denton
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Sherri Thurman
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City of Denton
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Jane Richardson
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Rusty Willard
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Rodney Lunkwitz
rlunkwitz@walshgroup.com
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Terri Keckler
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Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
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Wastewater Utilities
Hickory Creek Basin Detention Facility &
West Peak Flow Pump Station
JANUARY 28, 2020 –ID 20-041
Project Description
•Construction of a 3.5 million gallon wastewater peak flow detention
facility to temporarily reduce wastewater flow during high flow
events in the Hickory Creek drainage basin
•Pump station, storage tank, odor control, cleaning equipment, access roadway
and appurtenances
•Construction of a wastewater peak flow pump station at the Pecan Creek
Water Reclamation Facility to divert peak flows to a detention basin onsite
JANUARY 28, 2020 –ID 20-041
Request for Proposals Result
•Two proposals received from Oscar Renda Contracting, Inc. and
Archer Western Construction, LLC.
•Archer Western was selected as the best value.
•Staff recommends awarding a contract with Archer Western
Construction for the base bid plus Alternate A2 in the not to
exceed amount of $14,458,000.
JANUARY 28, 2020 –ID 20-041
Project
Location
Map
JANUARY 28, 2020 –ID 20-041
Hickory Creek
Detention Facility
PCWRF
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 20-078,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 Wartsila North America,Inc.,for the purchase of major overhaul
parts for the electric generating equipment at the Denton Energy Center,which is the sole provider of this
equipment,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 7246 -awarded to
Wartsila North America, Inc., in the not-to-exceed amount of $2,028,967.43).
City of Denton Printed on 1/24/2020Page 1 of 1
powered by Legistar™
City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Procurement & Compliance
CFO: Antonio Puente, Jr.
DATE: January 28, 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 Wartsila North America, Inc., for the purchase of
major overhaul parts for the electric generating equipment at the Denton Energy Center, which is the sole
provider of this equipment, 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 7246 – awarded to Wartsila North America, Inc., in the not-to-exceed amount of
$2,028,967.43).
INFORMATION /BACKGROUND
The Denton Energy Center (DEC) was an approved CIP project for DME that reached commercial operation
in June 2018. The DEC provides power at times that renewable energy sources are not readily available.
The DEC is a component of the City of Denton’s future commitment to providing the citizens of Denton
with 100% of electricity from renewable sources of energy.
The DEC’s electric generating equipment (12 Gensets and Auxiliaries) requires maintenance as the units
operate. The maintenance activities are performed as preventative, predictive and corrective maintenance
activities. Preventive and predictive activities are performed as scheduled maintenance based on hours of
operation and corrective maintenance are unplanned component failures that most often cause unit outages.
In order for the DEC team to maintain high unit availability, replacement parts called “swing sets” can be
used to reduce downtime allowing for expeditious return to service timeframes. These swing sets are
components of the engine that require rebuilding or repair during overhauls. The rebuilding of the
component is done onsite utilizing DEC staff or off site at a repair shop. Both methods are time consuming
resulting in revenue potentials being missed. With these major components onsite as swing sets, the outage
times will be drastically reduced due to off-site shipping time frames and/or not having to rebuild/repair the
parts onsite during the overhauls. The parts requiring maintenance are simply taken off the unit and the
swing set part is installed allowing for the repair work of the removed component to take place after the
unit is back available.
In efforts to outsource the components, staff contacted manufacturers of the components not made by
Wärtsilä and are in the process of procurement of those items separately; however, these components are
manufactured by Wärtsilä and not authorized for sale by other suppliers.
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
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.
PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS)
On January 27, 2020, the Public Utilities Board (PUB) recommended this item to the City Council for
consideration.
RECOMMENDATION
Award with a contract to Wartsila North America, Inc., as a sole source supplier, for the purchase of major
overhaul parts (Swing Sets) for the electric generating equipment at the Denton Energy Center, in an amount
not-to-exceed $2,028,967.43.
PRINCIPAL PLACE OF BUSINESS
Wärtsilä North America, Inc.
Houston, TX
ESTIMATED SCHEDULE OF PROJECT
Materials will be ordered on an as needed basis until funds are depleted.
FISCAL INFORMATION
These items will be funded from DEC project account 603996501.1365.3460. Requisition #145122 has
been entered into the Purchasing software system in the amount of $2,028,967.43. The budgeted amount
for this item is $2,028,970.00.
EXHIBITS
Exhibit 1: Agenda Information Sheet
Exhibit 2: Presentation
Exhibit 3: Ordinance and Contract
Respectfully submitted:
Lori Hewell, 940-349-7100
Purchasing Manager
For information concerning this acquisition, contact: Jason Brown, 940-349-7140.
Legal point of contact: Mack Reinwand at 940-349-8333.
Terry Naulty & Jason Brown –Denton Municipal Electric January 28, 2020
City Council Presentation ID 20-078
Denton Energy Center Engine Major Overhaul Spare Parts
Objectives
2
1.Achieve highest possible unit availability on each engine
Units must be available during the highest priced hours to insulate DME customers from market price exposure
Summer on-peak readiness is most important
2.Forced Outage Readiness
Despite best efforts, mechanical systems are subject to random failures
Having spare parts on hand is best practice
Avoid specialty equipment manufacturing delays
Avoid shipping delays
Ability to initiate repair activity immediately
3.Control cost of equipment and replacement energy
Major overhaul parts were not included in original capital estimate and funds remain ($3.9 million in bond funds remain)
Preventative, predictive and corrective maintenance is industry best practice
3
Preventative Maintenance Program
A maintenance program is the activities used to maintain plant and equipment assets on a regularly scheduled basis in order to mitigate future breakdowns and equipment failures which would otherwise result in unnecessary production interruptions and unexpected repair costs.
Preventative Maintenance
Preventive maintenance (PM) is a fundamental, planned maintenance activity designed to improve equipment life and avoid any unplanned maintenance activity. Preventive maintenance is the foundation of the entire maintenance strategy consisting of systematic inspections, detection, correction and prevention of equipment failures.
Predictive Maintenance
Predictive maintenance (PdM) is maintenance that monitors the performance and condition of equipment during normal operation to reduce the likelihood of failures.Predictive type activities such as oil sampling, vibration analysis and thermography scanning are key activities in a maintenance program to predict and avoid equipment failures.
Corrective Maintenance
Corrective Maintenance is any task that corrects an issue with an asset and returns it to working order. These tasks can be both planned and unplanned. Planned being identified through preventative or predictive maintenance activities or equipment failure.
Routine Maintenance
4
Maintenance Schedule
5
Components Total Installed Qty. On Hand Qty.Requested Qty.
LT Water Pump 12 0 1
HT Water Pump 12 0 1
Charge air coolers 24 0 2
Pre-chambers 216 2 18
Pistons 216 2 8
Cylinder Liners 216 2 18
Heads 216 2 18
Turbos 24 0 2
The requested quantity is a set of parts that are intended to be used during major, overhaul and forced outage maintenance activities. These components are known in the reciprocating engine industry as swing sets.
Working with facilities to construct additional storage space at the DEC. Estimated cost will be $100,000, is currently in the planning phase and will be brought for approval at a later date.
Major Overhaul Parts “Swing Set”
6
Materials are purchased at 2019 cost
Major spares on site in case of forced outages
Reduce major outage durations by ~ 20 days
Benefit of Major Overhaul (Swing Sets)
7
Preparing for future outages
Current run profile targets first major maintenance in 2024
Intended to shorten outage durations & maximize revenue potential
Requesting approval of sole source for 2,028,970.00 to Wartsila ( ID 20-078)
Funded from original revenue bonds -$3.9 million remaining.
Turbos were competitively bid and will be on Council Agenda in coming weeks. ($418,061.60)
Summary
Questions:
8
ORDINANCE NO. ____________
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL
CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT
WITH WARTSILA NORTH AMERICA, INC., FOR THE PURCHASE OF MAJOR
OVERHAUL PARTS FOR THE ELECTRIC GENERATING EQUIPMENT AT THE
DENTON ENERGY CENTER, WHICH IS THE SOLE PROVIDER OF THIS EQUIPMENT,
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 7246 – AWARDED TO WARTSILA NORTH
AMERICA, INC., IN THE NOT-TO-EXCEED AMOUNT OF $2,028,967.43).
WHEREAS, Section 252.022 of the Local Government Code provides that procurement
of items that are only available from one source, including; items that are only available from
one source because of patents, copyrights, secret processes or natural monopolies; films,
manuscripts or books; electricity, gas, water and other utility purchases; captive replacement
parts or components for equipment; and library materials for a public library that are available
only from the persons holding exclusive distribution rights to the materials; and need not be
submitted to competitive bids; and
WHEREAS, the City Council wishes to procure one or more of the items mentioned in
the above paragraph; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The following purchase of materials, equipment or supplies, as described
in the “File” listed hereon, and on file in the office of the Purchasing Agent, and the license
terms attached are hereby approved:
FILE
NUMBER VENDOR AMOUNT
7246 Wartsila North America, Inc. $2,028,967.43
SECTION 2. The City Council hereby finds that this bid, and the award thereof,
constitutes a procurement of items that are available from only one source, including, items that
are only available from one source because of patents, copyrights, secret processes or natural
monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases;
captive replacement parts or components for equipment; and library materials for a public library
that are available only from the persons holding exclusive distribution rights to the materials; and
need not be submitted to competitive bids.
SECTION 3. The acceptance and approval of the above items shall not constitute a
contract between the City and the person submitting the quotation for such items until such
person shall comply with all requirements specified by the Purchasing Department.
SECTION 4. The City Manager is hereby authorized to execute any contracts relating to
the items specified in Section 1 and the expenditure of funds pursuant to said contracts is hereby
authorized.
SECTION 5. The City Council of the City of Denton, hereby expressly delegates the
authority to take any actions that may be required or permitted to be performed by the City of
Denton under this ordinance to the City Manager of the City ofDenton, or his designee.
SECTION 6. This ordinance shall become effective immediately upon its passage and
approval.
The motion to approve this ordinance was made by and
seconded by the ordinance was passed and approved by
the following vote L_-__j:
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:
ROSARIOS, CITY SECRETARY
BY: -----------------------------
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY: ----L.~_____._a-----~..--t )~~_tit u.-----=---~2_
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
DocuSign Envelope ID: 3D56511B-E76C-4B28-B9C4-93D8978ABAC5
Not Applicable
7246
Jane Rogers
Wartsila Overhaul Components (Swing Sets)
FILE
Contract #7246
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND WARTSILA NORTH AMERICA, INC.
(CONTRACT 7246)
THIS CONTRACT is made and entered into this date ______________________, by
and between Wartsila North America, Inc. a Maryland corporation, whose address is 11710 North
Gessner Road, Suite A, Houston, Texas 77064, 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
Contract #7246, Original Equipment Manufacturer (OEM) Wartsila Overhaul Components (Swing
Sets), 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) Master Services Agreement – Including Exhibits A-D of the Master Service
Agreement (Exhibit “B”);
(c) Contractor’s Quotation (Exhibit “C”);
(d) Certificate of Interested Parties Electronic Filing (Exhibit "D");
(e) Form CIQ – Conflict of Interest Questionnaire (Exhibit "E");
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: 3D56511B-E76C-4B28-B9C4-93D8978ABAC5
Contract #7246
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: __________________________________
ATTEST: CITY OF DENTON, TEXAS
ROSA RIOS, CITY SECRETARY
BY: __________________________________ BY: _____________________________
TODD HILEMAN
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: 3D56511B-E76C-4B28-B9C4-93D8978ABAC5
337-849-3481
Scott Hannen
scott.hannen@wartsila.com
12/20/2019
2019-572125
Account Manager
Antonio Puente, Jr.
Chief Financial Officer
Electric
Contract #7246
Exhibit A
Special Terms and Conditions
1. Total Contract Amount
The contract total for products shall not exceed $2,028,967.43. Pricing shall be per Exhibit C
attached.
2. Contract Terms
The Contract shall commence upon the issuance of a Notice to Proceed or Purchase Order by the
City of Denton and shall automatically expire upon completion of the work or receipt of the
materials, and acceptance by the City of Denton.
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MASTER SERVICES AGREEMENT
made and entered into effective as of __________,
2019 Effective Date the City of Denton, Texas Purchaser Wärtsilä North America
Inc.Contractor )Party Parties
otherwise defined have the meaning set forth in Exhibit A.
COMMERCIAL TERMS AND CONDITIONS
1.SCOPE OF AGREEMENT/PURCHASE ORDERS FOR SERVICES
A. Purchase Orders.
i.Contractor shall provide Services to Purchaser during the Term of this Agreement, as agreed
upon in each Purchase Order. Subject to Section 1.A.ii below, each request for Services shall
be made by Purchaser in writing pursuant to a Purchase Order substantially similar to the form
attached hereto as Exhibit B Purchase Order
forth in the Purchase Order on such terms as shall be mutually agreed upon therein.
written
acknowledgment of such Purcha
of Services thereunder, are subject to the terms and conditions of this Agreement, including
the General Terms and Conditions set forth in Exhibit A, which form an integral part of this
Agreement. This Agreement shall control in the event of any ambiguity, conflict or
inconsistency between this Agreement and the Purchase Order.
ii.Facility,
operations, or personnel, Purchaser may issue a verbal Purchase Order to Contractor if
Contractor is willing or able to accept such an order. In such event, Purchaser shall promptly
submit a written Purchase Order following the issuance of any such verbal Purchase Order.
B. No Minimum Commitment. Nothing herein shall obligate Purchaser to request Services from
Contractor and Contractor shall be compensated only for such Services as Contractor actually
performs at the request of Purchaser via a Purchase Order.
2.COMPENSATION, PAYMENTS AND INVOICING
Compensation. As compensation for the performance of the Services, Purchaser shall pay Contractor
in accordance with the method of payment set forth in the applicable Purchase Order, which shall be
Lump Sum Time and Materials
alternative mutually agreed upon method of payment set forth in the applicable Purchase Order as
confirmed by the Contractor; provided that, in the event the Parties do not agree on the Lump Sum or
alternative payment method, the Time and Materials method shall be used. Additionally, the
Contractor may require certain portions or all of the compensation applicable for a particular Purchase
Order to be paid in advance.
Lump-Sum. If the compensation to Contractor is based on a Lump Sum payment method, then such
Lump Sum amount shall be set forth in the applicable Purchase Order, as expressly confirmed in
writing by the Contractor, describing the Services to be performed.
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Time and Materials.
i. If the compensation to Contractor is based on a Time and Materials payment method, then
Purchaser shall reimburse Contractor for the costs, fees and expenses incurred (collectively,
Fees and Expenses , including but not limited to:
a. The number of hours worked by Contractor, its employees and/or Subcontractors
performing the Services multiplied by the applicable hourly rates; and
b.related to or attributable to the Services, such as
reasonable travel and lodging expenses, supplies, reproduction and equipment rental, if
necessary, for performance of the Services, mileage, Materials or such other charges as
documented by the Contractor.
ii. In the event the Parties have agreed to specific rates which apply to a Time and Materials
payment method, such rates shall be set forth in the Rate Schedule attached as Exhibit D,
which shall be updated by Contractor from time to time, at a minimum, once per calendar year.
3.INVOICING AND PAYMENT
Invoicing. Contractor shall use reasonable efforts to submit invoices to Purchaser for Services
performed on a monthly basis for all Services performed by Contractor during the prior month. Each
invoice (i) shall identify the Purchase Order number and shall include sufficient line item detail for
Purchaser to reasonably verify the basis of the charges, including the Services performed and
applicable quantities and pricing of Materials, if separately priced and (ii) shall be accompanied by any
supporting information or documentation reasonably requested by Purchaser. Invoices submitted for
Fees and Expenses charged on an hourly basis shall be supported by documents, time sheets or such
other reasonable documentation showing description, date and location of Services performed.
Invoices submitted for Fees and Expenses charged as allowable expenses shall be supported by
copies of the actual receipts forming the basis of reimbursement. Furthermore, Applicable Taxes or
similar fees paid by Contractor on behalf of Purchaser shall be invoiced and supported by reasonable
documentation.
Payment
otherwise specified in the Purchase Order. In the event of a dispute regarding any invoice submitted
by Contractor: (i) all amounts not disputed shall be paid by Purchaser as required by this Section 3, (ii)
Purchaser shall promptly (but in any event within ten (10) days) notify Contractor in writing of any such
dispute, and (iii) payment of any withheld and disputed amount shall be made within ten (10) days
following resolution of the dispute.
4.INSURANCE
During the Term of this Agreement, each of Contractor and Purchaser, at its sole cost and expense,
shall procure and maintain insurance coverage with the coverages and conditions set forth in Exhibit
C.
5.TERM OF AGREEMENT/TERM OF PURCHASE ORDERS
Except as otherwise provided herein, this Agreement shall commence on the Effective Date and shall
remain in effect for an initial period of two (2) years Initial Term the Parties may
agree to renew the Agreement in writing on a year to year basis and remain in effect (each renewal
Renewal Term until (i) the end of the Renewal Term or (ii) the Agreement is terminated by
either Party in accordance with the applicable termination provisions of this Agreement. Purchase
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Orders shall commence and continue in effect until final completion of the Services or termination by
one of the Parties in accordance with the applicable termination provisions of this Agreement.
6.NOTICES
Statements and reports required of Contractor hereunder shall be addressed to the individual
designated on the particular Purchase Order. Invoices and Notices required of the Parties herein shall
be addressed to the address set forth below or as otherwise provided in writing by one Party to the
other:
Contractor Purchaser
Wärtsilä North America Inc.
Attention: Scott Hannen
11710 N. Gessner Rd, Suite A, Houston, TX
77064
Facsimile No.: 281-233-6233
Phone No.: 281-233-6200
Denton Energy Center
Attention: Jason Brown
8161 Jim Christal Road
Denton, TX 76207
Phone No.: 806-786-5572
7.ENTIRE AGREEMENT
This Agreement, together with all Exhibits referenced herein and Purchase Orders executed by the
Parties, constitutes the entire agreement between the Parties in relation to the Services and
supersedes all prior agreements, understandings and commitments, whether oral or in writing,
between the Parties. This Agreement may not be amended or modified in any manner except by a
written document signed by both Parties that expressly amends this Agreement. All additional and/or
conflicting terms and conditions that may appear on written documents including Purchase Orders,
service order tickets, or invoices shall be null and void.
8.COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall constitute an original and together
which shall constitute one and the same agreement.
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EXHIBIT A MASTER SERVICES AGREEMENT
GENERAL TERMS AND CONDITIONS
A.1. DEFINITIONS
As used in this Agreement, the following terms and expressions shall have the following meanings:
A. "Affiliate" means any Person that directly or indirectly, through one or more intermediaries, controls
or is controlled by or is under common control with the specified Person. For purposes of this
definition, "control" shall mean ownership, directly or indirectly, of either the outstanding voting
stock of the controlled Person or any other ownership interest in the controlled Person if such
interest has, directly or indirectly, the power to direct or cause the direction of the management
and policies of such relevant Person.
B.Applicable Law
and other rules, as amended, of any international, federal, state, municipality, territory, parish,
county, local government or political subdivision thereof or any other duly constituted public
authority having jurisdiction over the Parties, the Facilities or the performance of the Services.
C.Applicable Taxes l have the meaning set forth in Section A.17.B of this Agreement.
D.Arbitration Rules Section A.20 of this Agreement.
E.Change Order ten authorization agreed to and/or signed by Purchaser and
Contractor, regarding a deletion or modification to a Purchase Order.
F.Change of Law means the coming into force or enacting after the Effective Date of (i) any new
Applicable Law, (ii) any reform, modification or revocation of any Applicable Law or official
interpretation of such Applicable Law, (iii) the adoption of a new official interpretation of any
Applicable Law, or (iv) the issuance of resolutions or other administrative acts by a competent
Governmental Authority which changes the nature, application or interpretation of the Applicable
Law in force as of the Effective Date.
G. "Claims
and costs of investigation), losses, fines, penalties, expenses, damages, claims, suits, disputes
and demands.
H.Confidential Information Section A.15.A of this Agreement.
I.Effective Date
J.Event of Default Section A.11.A of Exhibit A.
K.External Cybersecurity Threat any threat, act, attack or other incident which negatively
affects the reliable workings of the Contractor Provided Equipment, which originated outside of
the physical site housing the Contractor Provided Equipment.
L.Facilities s the facilities, site and/or location where the Services are performed.
M.Fees and Expenses Section 2.C.i of this Agreement.
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N.Force Majeure
that is beyond the reasonable control of a Party and not due to its fault or negligence and could
not have been avoided by the exercise of reasonable due diligence by the Party claiming to be
excused; such events or circumstances include but are not limited to: drought, fire, severe storms,
floods, tsunami, lightning, explosions, tornadoes, hurricanes, earthquakes, landslides and other
acts of God or catastrophic natural events, war, riots, civil disturbances, terrorist attacks, revolts,
insurrections, sabotage, strikes and other labor disputes, commercial embargoes, epidemics or
quarantine restrictions, failure of a subcontractor to provide manpower, materials or goods caused
by an event that qualifies as Force Majeure, Changes in Law, expropriation or confiscation, or
action, inaction, or restraint of a Governmental Authority, including but not limited to denial or failure
to grant required permits, licenses or authorizations.
O.Governmental Authority
political subdivision thereof, or any governmental, quasi-governmental, judicial, public or statutory
instrumentality, administrative agency, authority, body or other entity thereof having proper
jurisdiction over the Facility or the Parties.
P.Indemnified Party Indemnifying Party
Section 9.C.
Q.Initial Term Section 5 of this Agreement.
R.Insolvency Event
(ii) commences a proceeding under applicable bankruptcy law or other Applicable Law for the relief
of debtors; (iii) files a petition seeking to take advantage of any other law relating to bankruptcy,
insolvency, reorganization, winding-up, or composition or readjustment of debts; (iv) the
appointment of a trustee, custodian, conservator, receiver or similar official for it, or for a substantial
part of its property; (v) becomes insolvent or is unable to pay its debts as they become due; or (vi)
has instituted against it any involuntary bankruptcy, reorganization, debt arrangement, or other
proceeding under any applicable bankruptcy, insolvency or other similar law for the relief of debtors
or any dissolution or liquidation proceeding, which is not dismissed or stayed within forty-five (45)
days after it is commenced.
S.Internal Cybersecurity Threat means any threat, act, attack or other incident which negatively
affects the reliable workings of the Contractor-Provided Equipment, which originated inside of the
physical site housing the Contractor-Provided Equipment.
T.Improper Service Work means any act or failure to act which contradicts the OEM-recommended
maintenance, configuration and advisable operations resulting in detrimental reliability or
increased possibility of failure.
U.Lump Sum Section 2.A of this Agreement.
V.Materials
the Facility as part of the Services.
W.Notice
authorizations.
X.Person limited liability company, partnership, joint venture,
unincorporated organization or any other legal entity.
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Y.Purchase Order Section 1.A of this Agreement.
Z.Renewal Term Section 5 of this Agreement.
AA.Representatives officers, employees and agents.
BB.Services e service work to be performed by Contractor for Purchaser pursuant to a
Purchase Order accepted by Contractor pursuant to this Agreement.
CC.Subcontractors and suppliers) who (i) performs
any part of the Services and who is not a direct employee of Contractor or (ii) performs any services
for Purchaser at the Facility (other than Contractor or its Subcontractors) and who is not a direct,
full-time employee of Purchaser.
DD.Term enewal Terms.
EE.Time and Materials Section 2.A of this Agreement.
A.2.
A. General. Contractor shall furnish the Materials and/or Services pursuant to a Purchase Order if
and when agreed to and acknowledged by Contractor.
B. Scheduling. Any agreed upon schedules or delivery or completion date(s) under this Agreement
shall be considered estimates only unless Contractor and Purchaser otherwise agree to a firm date
for completion or delivery and such date is specified in a Purchase Order agreed to by Contractor.
Contractor shall use commercially reasonable efforts to perform the Services in accordance with
the estimated completion date(s) set forth in the applicable Purchase Order, subject to the
applicable provisions set forth in any Change Order. Contractor shall promptly notify Purchaser of
events or circumstances that may, immediately or in the future, materially impede the proper and
timely execution of any Services so that remedial action, as is appropriate under the
circumstances, may be taken.
C. Monitoring of Services. Contractor shall provide Purchaser and its representatives the right to
inspect and monitor, upon reasonable Notice to Contractor and during regular business hours,
-site operations and facilities including tools, equipment, Materials, Services and
inventory thereof. Such inspection and monitoring shall be at the cost of Purchaser, and Purchaser
inspection and monitoring.
A.3. SHIPMENT AND DELIVERY OF MATERIALS
A. Packaging, shipment and delivery of all Materials shall be in accordance with this Agreement,
including the applicable Purchase Order(s).
B. All shipments of Materials shall be made FCA as defined under Incoterms® 2010 or as
designated in the applicable Purchase Order and written acknowledgement by Contractor. All
shipping dates provided by Contractor are estimates only subject to availability of the applicable
Materials at the time of the Purchase Order.
C. Purchaser reserves the right (payment notwithstanding) to reject and return that portion of any
shipment of Materials that may be defective or otherwise fail to comply with an applicable
Purchase Order; provided that Notice of such rejection (describing in detail the reason for
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rejection) is provided to Contractor in writing within seventy-two (72) hours after delivery to
Purchaser of such Materials. Purchaser shall be deemed to have accepted the Materials if no
rejection Notice is provided to Contractor within such seventy-two (72) hour period.
A.4. USE AND CONDITION OF THE FACILITIES AND EQUIPMENT
Purchaser shall provide when necessary for Contractor, at no cost to Contractor, ancillary manpower
equipped with appropriate tools (such as drills and hand lamps), heavy duty hoisting and transport
facilities along with the necessary fuel, lubricants, water, electricity, compressed air and cleaning
r shall advise Contractor
of information concerning (i) the local laws and regulations applicable to the Services and (ii) any
Facility or in the use
of any equipment or tools provided by Purchaser.
A.5. SAFETY AND WORKPLACE POLICIES
Purchaser shall be responsible for providing a healthy and safe work place and working environment
Facility controlled by
Purchaser. The Parties shall comply with all safety requirements imposed by Applicable Law for the
safety of Persons or property. To the extent Services are performed at a Facility controlled by
Purchaser, Contractor shall comply with Purch .
A.6. WARRANTIES
A. General Warranties. Should the Services performed by Contractor be inadequate due to defective
workmanship, Contractor shall re-perform such Services at no additional cost to Purchaser.
Contractor shall also repair or, at its discretion, replace any defect in material or manufacturing in
the Materials supplied by Contractor under this Agreement, provided that Purchaser notifies
Contractor of such defect during the warranty period. When required by Contractor, such
Contractor. Purchaser shall immediately take appropriate steps to prevent any defect from
becoming more serious and to enable Contractor to repair such defect at no additional cost to
Purchaser. Any warranty claims or requests must be made by Purchaser within fourteen (14) days
from discovery during the warranty period.
B. Replaced Materials. Contractor shall bear only the costs of repairing or replacing the defective
Materials at the location designated by Contractor, as well as the cost to transport defective and
repaired or replaced Materials between the location designated by Contractor and the Purchaser
destination indicated on the applicable Purchase Order for such Materials. Materials that have
C. Warranty Period. The warranty period for Services performed is limited to defects which appear
within six (6) months from the performance of Services. The warranty period in respect of Services
which have been re-performed under the warranty shall expire six (6) months following the last day
on which the Services were re-performed under the warranty. The warranty period for the Materials
begins at delivery and ends either (i) twelve (12) months upon installation or (ii) eighteen (18)
months from the date of delivery to Purchaser, whichever occurs earlier. The warranty period for
repaired or replaced Materials shall be six (6) months from the date of repair or replacement, or
until the expiration date of the original warranty period, whichever occurs earlier, under the same
terms, conditions and limitations of liability. Under no circumstances shall the warranty period for
Services of Materials exceed thirty-six (36) months from the commencement of the original
warranty period.
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D. Limits on Warranty. This warranty does not cover any defect due to or connected with: (i) any
materials or components or design provided by Purchaser or on behalf of Purchaser; (ii) negligence
or other improper acts or omissions of Purchaser, its employees or agents or other third parties;
(iii) spare parts not supplied by Contractor; (iv) improper installation or alterations carried out
without Contr
supplied or expressly approved in writing by Contractor; or (vi) parts provided by Contractor that
are warranted directly to Purchaser by another manufacturer. This warranty does not cover any
defects that are caused by or connected with the design, normal wear and tear, the use of
unsuitable material or consumables by Purchaser, fluctuation in the grid or with any use,
maintenance, service or operation of the equipment or the spare parts or any part thereof which is
warranty obligation does not include any cranage, electricity, scaffolding, assisting work, docking,
towage, underwater or diving work, demounting, mounting nor any travel and boarding costs of
Representatives.ation it is found
that Purchaser does not have a warranty claim within the scope of this Agreement, then Purchaser
shall be responsible for all applicable costs and expenses for such inspection, repaired or replaced
components or other services.
E. THE WARRANTIES SET FORTH IN THIS SECTION ARE THE ONLY WARRANTIES BY
CONTRACTOR APPLICABLE TO THE MATERIALS AND SERVICES PROVIDED
HEREUNDER AND ARE EXPRESSLY IN LIEU OF ANY OTHER WARRANTIES, EXPRESSED
OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE, OR ANY OTHER WARRANTY EXPRESSED OR IMPLIED
AGAINST DEFECTS, LATENT OR OTHERWISE. CONTRACTOR NEITHER ASSUMES, NOR
AUTHORIZES ANY OTHER PERSON TO ASSUME FOR IT, ANY OTHER WARRANTY
OBLIGATION IN CONNECTION WITH THE MATERIALS OR SERVICES PROVIDED
HEREUNDER OR ANY PART THEREOF.
A.7.
To the extent that Purchaser has paid all amounts due and owing to Contractor for the Services,
Contractor shall keep the Facility
encumbrances with respect to Services provided under this Agreement. Title to any part, material,
equipment, supplies, consumables or replacement and any other items furnished, provided or supplied
by Contractor in performance of the Services shall pass to Purchaser only when payment in full has
been received by Contractor. If such a lien or encumbrance is filed on the Facility or the Services
, Contractor will take whatever steps are
necessary to have the lien or encumbrance satisfied, removed or otherwise discharged, and the
Purchaser shall provide assistance as may be reasonably requested by Contractor. If Contractor fails
to satisfy or remove the lien or encumbrance, Purchaser may satisfy, remove or discharge, by bond
or otherwise, the lien or encumbrance, and Contractor shall be liable to Purchaser for all reasonable
costs and expenses in connection with such satisfaction, removal or discharge.
A.8. HAZARDOUS SUBSTANCE DISPOSITION
Purchaser shall be responsible for all costs and expenses associated with any clean-up, removal,
response or remediation of any and all hazardous substances or waste material required by any
governmental authority or environmental law, except to the extent that the existence of such
contamination directly arises out of the gross negligence or willful misconduct of Contractor in the
performance of the Services. Unless otherwise prohibited under Texas law, Purchaser shall indemnify
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and hold harmless Contractor from and against any and all Claims arising out of or resulting from any
matter for which Purchaser is responsible pursuant to this Section A.8.
A.9. INDEMNIFICATION
A.Indemnification by Contractor. Contractor shall indemnify and hold harmless
Purchaser, its Representatives from and against any and all third party Claims of any kind or
nature whatever to or in respect of Persons or property arising out of, resulting from or relating
to the willful misconduct or gross negligence of Contractor in performing its obligations under
this Agreement.
B.Indemnification by Purchaser. Unless otherwise prohibited under Texas law, Purchaser
shall indemnify and hold harmless Contractor, its Representatives, contractors, and suppliers,
from and against any and all third party Claims of any kind or nature whatever to or in respect
of Persons or property arising out of, resulting from, or relating to the performance by
Contractor obligations under this Agreement and not resulting from or relating to the willful
misconduct or gross negligence of Contractor.
C.Notices. If any Party entitled to indemnification hereunder (the "Indemnified Party") intends to
seek indemnification under this Section 9 from the other Party (the "Indemnifying Party") with respect
to any Claim, the Indemnified Party shall give the Indemnifying Party Notice of such Claim upon the
receipt of actual knowledge or information by the Indemnified Party of any possible Claim or of the
commencement of such Claim, which period shall in no event be later than the lesser of (a) fifteen (15)
business Days prior to the last Day for responding to such Claim or (b) one half of the period allowed
for responding to such Claim. The Indemnifying Party shall have no liability under this Section 9 for
any Claim for which such Notice is not provided, unless the failure to give such Notice does not
prejudice the Indemnifying Party. The Indemnifying Party shall have the right to assume the defense
of any such Claim with counsel designated by the Indemnifying Party and reasonably satisfactory to
the Indemnified Party; provided, however, that if the defendants in any such action include both the
Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably
concluded that there may be legal defenses available to it which are different from or additional to
those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate
counsel to assert such legal defenses and to otherwise participate in the defense of such action on
behalf of such Indemnified Party. Should any Indemnified Party be entitled to indemnification under
this Section 9 as a result of a Claim by a third Party, and should the Indemnifying Party fail to assume
the defense of such Claim, the Indemnified Party may, at the expense of the Indemnifying Party,
contest (or, with the prior consent of the Indemnifying Party, settle) such Claim. Except to the extent
expressly provided herein, no Indemnified Party shall settle any Claim with respect to which it has
sought or intends to seek indemnification pursuant to this Section 9 without the prior written consent
of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.
D.Cybersecurity Indemnification. Unless otherwise prohibited under Texas law, Purchaser shall
defend, indemnify and hold harmless Contractor and Contractor
and their respective officers, directors, employees, agents, successors and permitted assigns (each,
judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable
cost of enforcing any right to indemnification hereunder and the cost of pursuing
any insurance providers, arising out of or resulting from any cybersecurity breach arising out of or
resulting from Purchaser under this provision. For the
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A.10 LIMITATION OF LIABILITY
A.NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO
EVENT SHALL CONTRACTOR BE LIABLE, WHETHER IT BE IN CONTRACT,
NEGLIGENCE, STRICT LIABILITY OR TORT, TO THE PURCHASER FOR ANY AMOUNTS
IN EXCESS OF FIFTY PERCENT (50%) OF THE AMOUNTS PAID BY PURCHASER TO
CONTRACTOR UNDER THIS AGREEMENT DURING THE CONTRACT YEAR GIVING RISE
TO THE LIABILITY OR INCIDENT GIVING RISE TO THE LIABILITY EXCEPT FOR CLAIMS
COVERED BY CONTRACTO NCE SPECIFIED IN EXHIBIT C TO
THIS AGREEMENT TO THE EXTENT OF THE LIMITS SO SPECIFIED.
B.NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NEITHER PARTY
SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL,
EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR
LOST PROFITS OR LOST REVENUES, TOWAGE CHARGES, POLLUTION REMEDIATION
COSTS, COSTS FOR DOCKING, DIVING OR UNDERWATER WORK, COSTS FOR ADDITIONAL
TESTS) ARISING OUT OF THE PERFORMANCE OR FAILURE TO PERFORM UNDER THIS
AGREEMENT OR THE SERVICES.
A.11 CYBERSECURITY LIMITATION OF LIABILITY
Contractor shall not be liable for any harm, injury or damages due to or arising in connection with: (1)
software provided by Purchaser; (2) systems other than those provided by Contractor except if such
software; or (3) Improper Service Work, installation or alterations carried out by Purchaser.
A.12. TERMINATION FOR DEFAULT
A. Event of Default. Each of the following shall constitute an event of default under this Agreement
Event of Default
i. Either Party shall fail in any material respect to comply with, observe, or perform, or shall default
in any material respect, in the performance of the Services or any of the terms and conditions
of this Agreement or any Purchase Order, as applicable;
ii. Either Party shall fail to make any payment when due hereunder; or
iii. The occurrence of an Insolvency Event with respect to either Party.
B. Notice and Cure for Default. If an Event of Default as defined in Section A.11.A.i or Section
A.11.A.ii occurs, the non-defaulting Party shall provide the defaulting Party with Notice of the Event
of Default. The defaulting Party shall have sixty (60) days following receipt of such Notice to cure
the Event of Default, provided that if such Event of Default (other than a payment default) is not
capable of being cured within such sixty (60) day period with the exercise of reasonable diligence,
then such cure period shall be extended for an additional reasonable period of time, not to exceed
ninety (90) days, so long as the defaulting Party is exercising reasonable diligence to cure the
default.
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C. Remedies for Default. If the Notice was given by the non-defaulting Party as provided for in Section
A.11.B and the Event of Default is not cured by the expiration of the corresponding period for cure
or if an Event of Default as defined in Section A.11.A.iii occurs, the non-defaulting Party, by Notice
in writing to the defaulting Party may, in addition to any other rights and remedies available to it
under this Agreement or at law or in equity, suspend or terminate this Agreement and/or any
Purchase Order. In such event, the non-defaulting Party shall have no further obligation to the
defaulting Party with respect to this Agreement or Purchase Order except with respect to Services
already performed by Contractor in accordance with this Agreement. The defaulting Party shall
remain liable to the non-defaulting Party for any and all Claims that the non-defaulting Party may
have against the defaulting Party under this Agreement or the applicable Purchase Order. Further,
Contractor shall have the right to suspend any Services until the default is cured if Notice was
given by Contractor to Purchaser as provided for in Section A.11.B.
A.13. TERMINATION FOR CONVENIENCE
A. Termination for Convenience by Purchaser. Purchaser may terminate this Agreement and/or any
Purchase Order at any time for its sole convenience by giving Contractor at least thirty (30) days
prior written Notice to such effect. In the event of any such termination, Contractor shall promptly
stop all terminated Services for such Purchase Order and/or for the Agreement unless notified by
Purchaser in writing to the contrary. In the event of such termination for convenience, Purchaser
shall pay Contractor that portion of the total consideration specified in the Purchase Order equal
to the portion of the Services performed in accordance with this Agreement prior to the effective
date of termination, less any payments made prior to such termination plus an amount equal to
any and all applicable demobilization costs incurred by Contractor.
B. Termination for Convenience by Contractor. Contractor may terminate this Agreement in the event
without cause effective thirty (30) days
upon providing written Notice to Purchaser to such effect. Purchaser shall pay Contractor that
portion of the total consideration specified in the Purchase Order equal to the portion of the
Services performed in accordance with this Agreement prior to the effective date of termination,
less any payments made prior to such termination.
A.14. RIGHT TO AUDIT
related to work performed under this Agreement and/or the applicable Order(s). Contractor agrees
to maintain such records for a period of two (2) years from the date such work was performed and to
make the foregoing available to the Purchaser or Purchaser Purchaser
cost during normal business hours. Nothing herein shall oblige Contractor to disclose documents
that will reveal neith commercial costs nor information that is confidential or
proprietary.
A.15. FORCE MAJEURE
A. Neither Contractor nor Purchaser shall be liable for any failure or delay in performing its obligations
hereunder, or for any loss or damage resulting therefrom, caused by or arising from an event of
Force Majeure.
B. If the Services are interrupted by Force Majeure or for other reasons not attributable to Contractor,
the costs for maintaining personnel at or near the Facility (including, without limitation, wages and
lodging) will be borne by Purchaser. Upon the occurrence of an even of Force Majeure, one Party
shall notify the other Party of such occurrence and the anticipated delays in writing. If the
interruption continues for more than one week, Contractor
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A-9
Contractor to such withdrawal and/or subsequent return shall
be borne by Purchaser. If the period of suspension exceeds one (1) month, either party may
terminate the Agreement by three (3) days Notice in writing to the other party without prejudice to
the rights of either Party up to the date of termination. In the case of such a termination,
be handled as a termination for convenience by Purchaser in accordance with Section A.12.A, All
reasonable additional costs incurred by Contractor as a consequence of the suspension and any
subsequent resumption or completion of the Services shall be reimbursed by Purchaser.
A.16. CONFIDENTIALITY
A. Subject to the Texas Public Information Act, court order, or other law, each Party agrees,
for itself and its Affiliates and their Representatives, to keep confidential and not make
any unauthorized use of any confidential or proprietary information of the other Party
disclosed to such Party in and during the performance of this Agreement, including
documents, specifications, formulae, evaluations, methods, processes, technical
descriptions, reports and other data, records and information (hereinafter the
Confidential Information ).
B. Confidential Information shall be identified in writing by the disclosing Party, or if it is
orally disclosed, the confidentiality thereof shall be confirmed in writing by the disclosing
Party promptly after such oral disclosure. In any event, no disclosure shall be deemed to
be Confidential Information if such information:
(i)was known on a non-confidential basis by the recipient prior to the disclosure
thereof by the disclosing Party;
(ii)is, or shall become, other than by an act of the recipient, generally available to
the public;
(iii) is lawfully made available on a non-confidential basis to the recipient by a third
Party in good faith; or
(iv) was developed by the recipient without reference to or reliance upon
Confidential Information received from the disclosing Party.
C. Each Party agrees that it will make available the other Party's Confidential Information
Persons to whom
such Confidential Information is made available will be made aware of the strictly
confidential nature of such Confidential Information. If either Party deems it necessary to
disclose Confidential Information to any third party, such Party must receive written
authorization from the other Party.
D. The Confidential Information will remain the property of disclosing party. Nothing contained in this
Agreement shall be construed as a right or license, express or implied, under any patent, copyright,
trademark or intellectual property right, or application therefore, that is now or hereafter owned,
applied for, or controlled by a disclosing party or any of its partners or Affiliates.
A.17. CLAIMS FOR INFRINGEMENT
A. Contractor warrants that the Services will not infringe on any copyright, patent, trade secret or other
proprietary interest of any third party. Contractor shall indemnify, defend and hold harmless the
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Purchaser Indemnified Parties against all Claims for any copyright, patent or other proprietary right
infringement or misappropriation of a trade secret, arising out of or resulting from the performance of
the Services d
Services is interrupted as a result of such a Claim, then Contractor shall, at its sole cost and expense
Services as though it were non-infringing, or (ii) replace or modify the infringing portion of the
Services to make such Services non-infringing without materially impairing their usefulness or
performance.
B. Intellectual property rights associated with the Services or any document or data provided by
Contractor in connection therewith shall remai Unless otherwise prohibited
under Texas law, Purchaser shall defend, indemnify and hold harmless Contractor against all
Claims arising out of or resulting from any reuse, modification, reproduction or publication of
ntellectual property documents or data by Purchaser or one of its Subcontractors.
A.18. TAXES
A. General. Unless otherwise expressly set forth in the applicable Purchase Order, Contractor shall
be fully responsible for all state and federal income taxes, pension benefits, social security taxes,
employment, disability and for any other taxes (except sales, use, excise and gross receipts
taxes addressed below) which may be due and owing by Contractor.
B. Applicable Taxes.Section A.17.A, Purchaser will be
responsible for all applicable taxes that arise in any jurisdiction, including, without limitation, value
added, sales, use, gross receipts, excise or other taxes, fees, customs fees, duties, however
Applicable Taxes
If Purchaser is entitled to an exemption from any Applicable Taxes, Purchaser is responsible for
presenting Contractor with a valid exemption certificate (in a form reasonably acceptable to
Contractor). Unless otherwise prohibited under Texas law, Purchaser shall indemnify and hold
Contractor harmless for any determination by a Government Authority (i) that Contractor be held
liable for such taxes or (ii) regarding
A.19. CHANGE ORDERS
A. Requests by Purchas Services, including but
not limited to, additions, deletions or other revisions, must be issued in writing by an authorized
representative of Purchaser
acceptance, and may result in adjustments to fees, expenses and delivery schedules as mutually
agreed in writing.
B. The Parties acknowledged that Purchaser
Services. Therefore,failure to adhere to
its obligations or interference with the Services shall entitle Contractor to a Change Order under
this Section A.18.
C. If Purchaser initiates any modifications to the Facilities not disclosed and reviewed with the
Contractor prior to the Effective Date or if Contractor requests changes to this Agreement as made
necessary by the happening of an event of Force Majeure or a Change of Law, Contractor shall
be entitled to a Change Order.
D. Contractor shall be entitled to suspend its performance for the particular Purchase Order pending
the agreement of the Parties as to the relevant adjustments in scope, compensation and
scheduling for any given Change Order.
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A.20. GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws of the State of Texas
without regard to its conflicts of law principles.
A.21. ARBITRATION
The Parties shall attempt to resolve any Claim arising out of or relating to this Agreement or the breach
thereof by amicable negotiations. If the Parties are unable to resolve the Claim through such
negotiations, then the issue shall be submitted to binding arbitration under the arbitration rules of the
International Chamber of Commerce (the Arbitration Rules
held in Houston, TX, and the proceedings shall be in the English language. If the amount of any
asserted Claim or counterclaim does not exceed One Million Dollars ($1,000,000), the arbitration shall
be conducted before a single arbitrator selected in accordance with the Arbitration Rules. Otherwise,
the arbitration shall be conducted in accordance with the procedures of the Arbitration Rules before a
panel of three (3) arbitrators, with each Party selecting one arbitrator and the third arbitrator, who shall
be the chairman of the panel, being selected by the two Party-appointed arbitrators. The award
rendered by the arbitration shall be final and judgment thereon may be entered by any court having
jurisdiction thereof.
A.22. COMPLIANCE WITH APPLICABLE LAW AND CHANGE OF LAW
A. Purchaser and Contractor respectively agree to comply with all Applicable Laws which are now or
may become applicable to Services performed under this Agreement or any applicable Purchase
Order(s). In the event a Change of Law relating to this Agreement causes an increase of the fees
for Services or other compensation due to the Contractor
Services, the Parties shall consult in good faith to reach an agreement as to either (i) the
adjustment in compensation that should apply and/or (ii) the appropriate scope of Change Order
associated with the Change of Law.
B. Either Party shall provide prompt Notice to the other Party of the occurrence of a Change of Law.
Such N
obligations under the Agreement. In case of disagreement between the Parties concerning the
implication and consequences of the increase in the expenditures and/or costs because of a
Change of Law, and an agreement cannot be reached between the Parties after thirty (30) days,
either Party may terminate this Agreement with three (3) days prior written Notice.
C. In the event any provision of this Agreement is inconsistent with or contrary to any Applicable Law,
said provision shall be deemed to be modified to the extent required to comply with said law, and
this Agreement as so modified, shall remain in full force and effect.
A.23. RELATIONSHIP OF THE PARTIES
Nothing contained in this Agreement shall be construed to constitute either Party as the partner,
employee or agent of the other, and neither Party shall have the authority to bind the other in any
respect, it being intended that each shall remain responsible for its own actions. Contractor is retained
only for the purposes and to the extent set forth in this Agreement and applicable Purchase Order(s),
chaser shall be that of an independent contractor.
Contractor may retain any Subcontractor necessary to assist Contractor in the performance of the
Services that is qualified and capable of performing its portion of the Services in accordance with this
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Agreement and its subcontract. The creation of any Subcontractor relationship by either Party shall
not relieve either Party of any of its obligations under this Agreement and such Party who has the
Subcontractor shall be responsible for the acts of such.
A.24. MISCELLANEOUS
A.Assignment. Neither Party shall assign this Agreement nor any of its rights or obligations under
this Agreement without the prior written approval of the other Party and any attempt to make such
an assignment shall be void.
B.No Waiver. No waiver by either Party of the performance of any provision, condition or requirement
of this Agreement shall be deemed to be a waiver of, or in any manner release the other Party
from, performance of any other provision, condition or requirement of this Agreement; nor shall it
be deemed to be a waiver of, or in any manner release the other Party from future performance of
the same provision, condition, or requirement; nor shall any delay or omission of a Party in
exercising any right hereunder in any manner impair the exercise of any such right or any like right
accruing to it thereafter. No waiver shall be effective unless expressly made in writing and signed
by the Party to be charged with such waiver.
C.Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable (i)
such provision will be fully severable, (ii) this Agreement will be construed and enforced as if such
illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and (iii)
the remaining provisions of this Agreement will remain in full force and effect and will not be
affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement.
D.No Publicity. Neither Party shall reveal any information concerning details of this Agreement to
the press or a news-disseminating agency or use the details of this Agreement within any
written approval in each instance.
E.Construction. The Parties acknowledge that this Agreement was the subject of fair negotiation
the purpose of construing any of its terms and conditions. Article and Section headings and
numbers are provided for convenience only, and shall not affect the construction or interpretation
stated.
F.Notices. Any Notice provided for in this Agreement shall be duly given if delivered by (i) hand, (ii)
registered or certified mail, return receipt requested, (iii) facsimile or (iv)by electronic mail, with
acknowledged receipt by the other Party. The Parties may change their respective addresses for
receipt of Notices upon reasonable advance notice to the other. Any Notice given by hand delivery
or registered mail shall be deemed given at the time of delivery and facsimile transmission or
electronic mail shall be deemed to be given, respectively, at the time of transmission or when
electronic delivery has been confirmed.
A.25. EQUIPMENT TECHNICAL DATA
Purchaser consents to the collection and use of information and to the ownership of the derived or
incorporating works as set forth herein. Purchaser shall be responsible for providing equipment
technical data through any reasonable means requested by Contractor, including internet-connected
devices. The term "Equipment Technical Data" refers to all data relating to the technical operating
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parameters of any equipment delivered, including without limitation, all information that Contractor
shall gather from sensors, instruments, monitors, or other industrial control or SCADA devices located
at Purchaser Equipment Technical Data shall be transmitted to
Contractor for purposes including, but not limited to, developing its products, solutions and services.
Contractor, Contractor
improvements each may develop based upon, derived from, or incorporating Equipment Technical
Data. Equipment Technical Data may be transferred (a) to Contractor
affiliates and (b) to third parties who act for or on Contractor
the non-exclusive purpose(s) listed above or as may otherwise be lawfully processed. Equipment
Technical Data may also be disclosed to a third party if Contractor is required to do so due to an
applicable law, court order or governmental regulation, or if such disclosure is otherwise necessary in
support of any criminal or other legal investigation. Contractor
Data shall survive the termination or expiration of this Agreement, any applicable warranty period and
any other commercial contract between the Contractor and Purchaser.
A.26. CYBERSECURITY PROTECTION
Contractor shall deliver Contractor Provided Equipment together with its logic-bearing system
free of any software virus and malware detectable by current standard industry best
practices. Unless otherwise agreed, upon delivery of Contractor Provided Equipment, the Purchaser
shall be solely responsible for any non-Contractor Provided Equipment system integrations and/or
system security engineering. It is Purchaser
any External Cybersecurity Threat or Internal Cybersecurity Threat, including against hardware and
software vulnerabilities. In recognition of the foregoing, Purchaser agrees and covenants that it shall
use the degree of care appropriate to prevent unauthorized access, use, or hacking of the Critical
Components provided in connection with Contractor Provided Equipment and shall do so in a manner
that is no less rigorous than any recommendations provided by Contractor and accepted industry
practices.
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EXHIBIT B MASTER SERVICES AGREEMENT
SAMPLE PURCHASE ORDER FORM
______________________________________________________________________________________
MSA No. [XXX]
Purchase Order
Purchaser:____________________
[Address]
DUPLICATE Dispatch
via Print
Purchase Order No.[XXXX]
Date Page: 1
Payment Terms:Net 30
Freight Terms Ship Via
Buyer Phone
Currency:USD
Contractor: ____________________
[Address]Ship To:Ordering Purchaser Location
<address>
<city, state, zip>
<country>
Bill To:<address>
<city, state, zip>
<country>>
______________________________________________________________________________________
Description:
______________________________________________________________________________________
Line-Sch Item/Description Quantity UOM PO Price Extended
Amt
Estimated
Due Date
Total PO Amount
________________________________________________________________________________
This Purchase Order shall be governed by and incorporate by reference the Master Service Agreement No.
[XXX]. All shipments, shipping papers, invoices, and correspondence shall identify the applicable Purchase
Order number and MSA No. [XXX].
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EXHIBIT C - MASTER SERVICES AGREEMENT
INSURANCE REQUIREMENTS
The Parties shall carry insurance (with reliable insurance companies) in the amounts set forth below. In each
such policy, each such Party shall cause (i) all of its deductibles to be for its own account, (ii) the insurer to
waive all rights of subrogation against the other Party and its Affiliates, (iii) the other Party to be listed as
additional insured, and (iv) all such policies to be primary as to any other existing valid and collectible
insurance of the other. If requested, each Party shall furnish the other Party with an executed Certificate of
Insurance and/or such other reasonable assurances evidencing such insurance.
1., disability benefit and any other similar employee benefit to the extent
required by the Applicable Law in any jurisdiction in which the Services are to be performed.
2. Commercial General Liability insurance for incidents or series of incidents covering the operations,
premises and completed operations of a Party in the performance of the Agreement, with a combined
single limit of $1,000,000 for bodily injury and property damage per occurrence and a limit of
$1,000,000 in the general aggregate.
3. Automobile Liability insurance extending to owned, non-owned and hired automobiles used by a Party
in the performance of this Agreement, with a combined single limit of $1,000,000 per occurrence.
4. Such other insurance as may from time to time be required by Applicable Law.
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EXHIBIT D MASTER SERVICES AGREEMENT
RATE SCHEDULE
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Quotation
Wärtsilä North America, Inc.
Sold-to address
City of Denton
1659 Spencer Road
Denton TX 76205
Shipping address
Denton Energy Center
C/O Wärtsilä North America, Inc
8161 Jim Christal Road
DENTON TX 76207
USA
Notify address
Page 1/4
Date 2019-12-04
Quotation number 2949111
Installation
DENTON ENERGY CENTER
Our contact person Phone
GREG PLAIA +1 504 7311637
GREG.PLAIA@WARTSILA.COM
Your contact person
Kyle Thompson
Your reference
SWING SETS
Your order date
2019-12-04
End customer reference
Mode of delivery
SEAFREIGHT
Terms of delivery
FCA Kampen Incoterms 2010
Customer number
92018
VAT Number
Terms of payment
30 Days Net
Quotation valid to 2020-02-04
ALL ITEM AVAILABILITY IS RECONFIRMED AT THE TIME OF ORDER PLACEMENT
FREIGHT COST QUOTE IS FOR SEAFREIGHT
Parts for diesel engine
Wartsila General Terms and Conditions –2019 (Spare Parts, Services or Propulsion as applicable), attached herewith, apply to this offer. Receipt
of your purchase order indicates your acceptance of our Terms & Conditions.
Item
PO. Item
Part no.
Product no.
Description
Product type
Availability
Net Weight/
Total
Qty Unit Price/unit Total
Subject to prior sales. Availability is given according to current availability, lead times and on FCA basis. In case of urgency availability
can be rechecked upon requests. The price is for the given quantity.
000100 124098 Prechamber assembly with hydraulic
valve
PAAE317355 W18V50 26.140/
470.520 KG
18 PC 9,696.67 USD 174,540.06
IN STOCK 18 PC
Delivered from:Kampen, Netherlands
Continued on page 2
Wärtsilä North America, Inc.Wire Transfer Information (USD):
11710 North Gessner Road, Suite A Nordea Bank AB (publ), NY Branch
Houston, TX 77064 1211 Avenue of the Americas
Tel. +1 281 233 6200 New York, NY 10036Fax +1 281 233 6233 Account No. 7049163001
www.wartsila.com ABA No. 026010786
Swift No. NDEAUS3N
Offices located in Ft. Lauderdale, New Orleans, Seattle, Long Beach, Annapolis Cranfordand Juneau
Wire Transfer Information (EUR):
Nordea Bank AB (publ), Finnish Branch
Satamaradankatu 5, 5th floor, Helsinki
FI-00020 NORDEA, Finland
Account Name: Wartsila North America Inc.IBAN No. FI0816603001059727
Swift No. NDEAFIHH
Lock Box Information
Wartsila North America, Inc.
Lockbox # 892450
Dept 2450
P.O. Box 122450Dallas, TX 75312-2450
Exhibit CDocuSign Envelope ID: 3D56511B-E76C-4B28-B9C4-93D8978ABAC5
Quotation
Wärtsilä North America, Inc.Page 2/4
Date 2019-12-04
Quotation number 2949111
Item
PO. Item
Part no.
Product no.
Description
Product type
Availability
Net Weight/
Total
Qty Unit Price/unit Total
000200 191008 LT water pump, compl.
PAAE244645 W18V50 81.250 KG 1 PC 3,467.91 USD 3,467.91
IN STOCK 1 PC
Delivered from:Kampen, Netherlands
000300 191009 HT water pump, compl.
PAAE244645 W18V50 178.000 KG 1 PC 5,847.18 USD 5,847.18
IN STOCK 1 PC
Delivered from:Kampen, Netherlands
000500 113025 Piston, compl.
PAAE244645 W18V50 255.000/
2040.000 KG
8 PC 30,863.25 USD 246,906.00
IN STOCK 8 PC
Delivered from:Kampen, Netherlands
000600 100100 Cylinder liner
PAAE244645 W18V50 1015.000/182
70.000 K
18 PC 23,456.07 USD 422,209.26
3 WEEKS 1 PC
9 WEEKS 5 PC
12 WEEKS 12 PC
12 WEEKS 18 PC
Delivered from:Kampen, Netherlands
000700 120055 Cylinder head, with valves
PAAE244645 W18V50 1050.000/189
00.000 K
18 PC 54,768.24 USD 985,828.32
IN STOCK 7 PC
TO BE CONFIRMED 11 PC
TO BE CONFIRMED 18 PC
The price is for the given quantity.This item has to be specially procured, and shall not be cancelled or returned.
1 - BRACKET AND 15 - CABLE CLAMPS REQUIRED WHEN REPLACING CYLINDER HEAD, SEE LINES 900 + 1000
Delivered from:Kampen, Netherlands
Continued on page 3
Wärtsilä North America, Inc.Wire Transfer Information (USD):
11710 North Gessner Road, Suite A Nordea Bank AB (publ), NY Branch
Houston, TX 77064 1211 Avenue of the Americas
Tel. +1 281 233 6200 New York, NY 10036
Fax +1 281 233 6233 Account No. 7049163001www.wartsila.com ABA No. 026010786
Swift No. NDEAUS3N
Offices located in Ft. Lauderdale, New Orleans, Seattle, Long Beach, Annapolis Cranford
and Juneau
Wire Transfer Information (EUR):
Nordea Bank AB (publ), Finnish Branch
Satamaradankatu 5, 5th floor, Helsinki
FI-00020 NORDEA, Finland
Account Name: Wartsila North America Inc.IBAN No. FI0816603001059727
Swift No. NDEAFIHH
Lock Box Information
Wartsila North America, Inc.
Lockbox # 892450
Dept 2450
P.O. Box 122450Dallas, TX 75312-2450
Exhibit CDocuSign Envelope ID: 3D56511B-E76C-4B28-B9C4-93D8978ABAC5
Quotation
Wärtsilä North America, Inc.Page 3/4
Date 2019-12-04
Quotation number 2949111
Item
PO. Item
Part no.
Product no.
Description
Product type
Availability
Net Weight/
Total
Qty Unit Price/unit Total
000800 476015 Charge air cooler, complete
PAAE244645 W18V50 1910.000/
3820.000 K
2 PC 47,922.21 USD 95,844.42
IN STOCK 1 PC
16 WEEKS 1 PC
16 WEEKS 2 PC
Delivered from:Kampen, Netherlands
000900 PAAF877274 BRACKET
PAAE244645 W18V50 0.751/ 13.518
KG
18 PC 95.40 USD 1,717.20
4 WEEKS 18 PC
The price is for the given quantity.This item has to be specially procured, and shall not be cancelled or returned.
Delivered from:Kampen, Netherlands
001000 0050L418202 CABLE CLAMP
PAAE244645 W18V50 0.002/ 0.540
KG
270 PC 4.26 USD 1,150.20
IN STOCK 270 PC
Delivered from:Kampen, Netherlands
Goods total 1,937,510.55
Freight cost 9,006.46
Local freight&duties 82,450.42
0.00
Total amount USD 2,028,967.43
Thank you for the opportunity to quote.
See line item notes for estimated availability.
Please note:
Any date quoted or stipulated is deemed to be an estimate only. Buyer is responsible for all freight charges. All freight charges and U.S. Customs
duties will be added at the time of invoicing. Also, this quote does not include insurance, packaging, handling, classification and documentation
fees, these charges will be added at the time of invoicing.
If requesting partial shipments, you will be invoiced per delivery.
Item availability will be reconfirmed after receipt of order.
U.S. Goverment packaging requirements are not included in this proposal. Standard Commercial Packaging Applies.
Thank you for the request which is acknowledged and accepted on the condition that this transaction for Parts shall be governed solely by
Wartsila#s Terms and Conditions, attached hereto, without reference to any other terms except as explicitly contemplated therein.
Continued on page 4
Wärtsilä North America, Inc.Wire Transfer Information (USD):
11710 North Gessner Road, Suite A Nordea Bank AB (publ), NY Branch
Houston, TX 77064 1211 Avenue of the Americas
Tel. +1 281 233 6200 New York, NY 10036
Fax +1 281 233 6233 Account No. 7049163001www.wartsila.com ABA No. 026010786
Swift No. NDEAUS3N
Offices located in Ft. Lauderdale, New Orleans, Seattle, Long Beach, Annapolis Cranford
and Juneau
Wire Transfer Information (EUR):
Nordea Bank AB (publ), Finnish Branch
Satamaradankatu 5, 5th floor, Helsinki
FI-00020 NORDEA, Finland
Account Name: Wartsila North America Inc.IBAN No. FI0816603001059727
Swift No. NDEAFIHH
Lock Box Information
Wartsila North America, Inc.
Lockbox # 892450
Dept 2450
P.O. Box 122450Dallas, TX 75312-2450
Exhibit CDocuSign Envelope ID: 3D56511B-E76C-4B28-B9C4-93D8978ABAC5
Quotation
Wärtsilä North America, Inc.Page 4/4
Date 2019-12-04
Quotation number 2949111
Yours faithfully,
Wärtsilä North America, Inc.
Did you know that in the Wärtsilä Online Services customer portal you can request quotations, place orders, view your order and
quotation history as well as track and trace deliveries?
Please find more information about Wärtsilä Online Services and how to request access at www.wartsila.com/online-services.
Wärtsilä can offer you a wide range of logistics solutions, please contact reference contact person on this document for further
assistance by providing the destination, ETA and a preferred mode of transport.
For Parts and Services: If not otherwise stated, Wärtsilä General Terms and Conditions (GTC) - Parts (2019) or Service Work (2019) are applied.Wärtsilä General Terms and Conditions are available on the web http://www.wartsila.com/general-terms-conditions .
Interest will accrue from the invoice due date at the rate stated in Wärtsilä GTC, unless otherwise defined in the Contract between the Customer and Wärtsilä Company.
A surcharge shall be added in case an order value is lower than the minimum order value of 200 EUR or equivalent currency value excluding freight.
Possible claims regarding Invoices must be made within 14 days after the date of Invoice.
Wärtsilä uses data gathered from equipment and software to improve and develop our products and services.
Wärtsilä North America, Inc.Wire Transfer Information (USD):
11710 North Gessner Road, Suite A Nordea Bank AB (publ), NY Branch
Houston, TX 77064 1211 Avenue of the Americas
Tel. +1 281 233 6200 New York, NY 10036
Fax +1 281 233 6233 Account No. 7049163001www.wartsila.com ABA No. 026010786
Swift No. NDEAUS3N
Offices located in Ft. Lauderdale, New Orleans, Seattle, Long Beach, Annapolis Cranford
and Juneau
Wire Transfer Information (EUR):
Nordea Bank AB (publ), Finnish Branch
Satamaradankatu 5, 5th floor, Helsinki
FI-00020 NORDEA, Finland
Account Name: Wartsila North America Inc.IBAN No. FI0816603001059727
Swift No. NDEAFIHH
Lock Box Information
Wartsila North America, Inc.
Lockbox # 892450
Dept 2450
P.O. Box 122450Dallas, TX 75312-2450
Exhibit CDocuSign Envelope ID: 3D56511B-E76C-4B28-B9C4-93D8978ABAC5
Contract #7246
Exhibit D
Certificate of Interested Parties Electronic Filing
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the
Government Code. The law states that the City may not enter into this contract unless the
Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the
Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring
the business entity to file Form 1295 electronically with the Commission.
Contractor will be required to furnish a Certificate of Interest Parties before the contract is
awarded, in accordance with Government Code 2252.908.
The contractor shall:
1. Log onto the State Ethics Commission Website at :
https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm
2. Register utilizing the tutorial provided by the State
3. Print a copy of the completed Form 1295
4. Enter the Certificate Number on page 2 of this contract.
5. Complete and sign the Form 1295
6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line.
(EX: Contract 1234 – Form 1295)
The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after
Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics
Commission’s website within seven business days.
DocuSign Envelope ID: 3D56511B-E76C-4B28-B9C4-93D8978ABAC5
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: 3D56511B-E76C-4B28-B9C4-93D8978ABAC5
E
Wartsila North America, Inc.
X
X
12/20/2019
N/A
X
None
X
Certificate Of Completion
Envelope Id: 3D56511BE76C4B28B9C493D8978ABAC5 Status: Sent
Subject: Please DocuSign: City Council Contract 7246 Wartsila Overhaul Components (Swing Sets)
Source Envelope:
Document Pages: 30 Signatures: 4 Envelope Originator:
Certificate Pages: 6 Initials: 1 Monisa Rogers
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
Monisa.Rogers@cityofdenton.com
IP Address: 129.120.6.150
Record Tracking
Status: Original
12/16/2019 4:40:26 PM
Holder: Monisa Rogers
Monisa.Rogers@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
M. Jane Rogers
monisa.rogers@cityofdenton.com
Senior Buyer
City Of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 129.120.6.150
Sent: 12/16/2019 4:45:21 PM
Viewed: 12/16/2019 4:45:35 PM
Signed: 12/16/2019 4:47:10 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: 12/16/2019 4:47:12 PM
Viewed: 12/17/2019 1:15:15 PM
Signed: 12/17/2019 1:18:30 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Mack Reinwand
mack.reinwand@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 129.120.6.150
Sent: 12/17/2019 1:18:33 PM
Viewed: 12/19/2019 2:53:34 PM
Signed: 12/19/2019 3:00:13 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Scott Hannen
scott.hannen@wartsila.com
Account Manager
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 68.226.131.15
Sent: 12/19/2019 3:00:15 PM
Viewed: 12/19/2019 3:02:45 PM
Signed: 12/20/2019 2:36:59 PM
Electronic Record and Signature Disclosure:
Accepted: 12/19/2019 3:02:45 PM
ID: 7d2d597d-0eec-4019-b555-f2ff0dce91fd
Signer Events Signature Timestamp
Antonio Puente, Jr.
Antonio.Puente@cityofdenton.com
Chief Financial Officer
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 129.120.6.150
Sent: 12/20/2019 2:37:01 PM
Viewed: 12/20/2019 3:18:36 PM
Signed: 12/20/2019 3:20:18 PM
Electronic Record and Signature Disclosure:
Accepted: 12/20/2019 3:18:36 PM
ID: 4bf1c1d8-f00f-4233-b20d-7bde98a46174
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 12/20/2019 3:20:21 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: 12/16/2019 4:47:12 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: 12/20/2019 3:20:21 PM
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
Zolaina Parker
Zolaina.Parker@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jason Brown
jason.brown@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 12/20/2019 3:20:21 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
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Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Scott Hannen, Antonio Puente, Jr., Todd Hileman
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City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 20-079,Version:1
AGENDA CAPTION
Consider adoption of an ordinance of the City of Denton prohibiting on-street parking along Hinkle Drive
between University Drive (US 380) and Windsor Drive; providing a repealer clause; providing a savings
clause; providing for a penalty not to exceed $500 for violations of this ordinance; providing that violations of
this ordinance shall be governed by Chapter 18 of the Code of Ordinances of the City of Denton; and providing
for an effective date. The Traffic Safety Commission recommends approval by vote of 5-1.
City of Denton Printed on 1/24/2020Page 1 of 1
powered by Legistar™
City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Capital Projects
CM/ DCM/ ACM: Mario Canizares
DATE: January 28, 2020
SUBJECT
Consider adoption of an ordinance of the City of Denton prohibiting on-street parking along Hinkle Drive
between University Drive (US380) and Windsor Drive; providing a repealer clause; providing a savings
clause; providing for a penalty not to exceed $500 for violations of this ordinance; providing that
violations of this ordinance shall be governed by Chapter 18 of the Code of Ordinances of the City of
Denton; and providing for an effective date. The Traffic Safety Commission recommends approval by
vote of 5-1.
BACKGROUND
On October 8th, 2019 staff presented the following discussion to City Council:
“Hinkle Drive between Windsor Drive and University Drive is approximately 4,600 feet long.
Predominant land uses include NR3 (single-family, detached housing), a small number of garden
homes and two assisted/senior- living facilities (Brookdale and Good Samaritan).
Hinkle Drive has one (1) home that fronts the road and several corner-lot homes that have
driveway/garage access to Hinkle Drive. The northern end of Hinkle Drive feeds into North Lakes
Park and the entrance to the North Lakes Recycling Center. The southernmost portion of Hinkle
Drive serves commercial development.
There is currently on-street parking marked on the west side of Hinkle Drive and bike lanes marked
on both sides. The City’s current Capital Improvement Project reconstructing Hinkle Drive between
Windsor and University also includes the restriping of Hinkle Drive. The subject of this discussion
is the proposed inclusion/restriction of the on-street parking along the west side of Hinkle.
In November of 2018, city staff notified property owners and residents on Hinkle Drive about the
proposed discussion item regarding on-street parking to ensure they had an opportunity to voice
any concerns they might have. Letters were mailed on November 30th and door hangers were placed
on December 7th at commercial and residential addresses on both sides of Hinkle. A public meeting
was held on December 12th, 2018 with approximately 50+ citizens in attendance. Because the
observed overall on-street parking demand on Hinkle is low and focused primarily south of
Greenbriar (primarily due to the nature and intensity of the existing land uses) and because there
is public request for improved (safer) bicycle facilities along Hinkle to support North Lakes Park to
the north and commercial developments to the south, staff developed and presented two options:
• Restripe Hinkle exactly as it was (parking on the west side and 6’ bike lanes on both sides) and
• Restripe Hinkle with 10’ buffered bike lanes on both sides, repurposing the parking lane to
provide the buffer space
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
Of the 50+ attendees, 5 voiced opposition to the removal of the parking.
Staff also presented the proposals to the Traffic Safety Commission on December 13th, 2018. After
a lengthy discussion, the TSC decided to take no action, but several commissioners encourage staff
to pursue additional alternative solutions.”
Council directed staff to proceed with Option 2.
RECOMMENDATION
Staff recommends adoption of the ordinance restricting parking on Hinkle Drive.
ESTIMATED SCHEDULE OF PROJECT
The parking restriction signs can be installed by the end of the first week in February.
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
This information was presented to the Traffic Safety Commission on October 7th, 2019 and was supported
by vote 5-1 of that membership. In addition, it was presented to City Council in a work session on
October 8th, 2019 and was deemed to be in the interest of the public.
FISCAL INFORMATION
Materials for this project are available and will be funded through the Traffic Operations general
operating budget.
EXHIBITS
1. Exhibit 1 - Agenda Information Sheet
2. Exhibit 2 – Location Map
3. Exhibit 4 – No Parking Ordinance for Hinkle Drive
Respectfully submitted:
Brian Jahn, PE
City Traffic Engineer
Location Map
S:\Legai\Our Documents\Ordinances\20\Hinkle Drive NO PARKING Ordinance clean.docx
ORDINANCE NO. 20-______ _
AN ORDINANCE OF THE CITY OF DENTON PROHIBITING ON-STREET PARKING
ALONG HINKLE DRIVE BETWEEN UNIVERSITY DRIVE (US 380) AND WINDSOR
DRIVE; PROVIDING A REPEALER CLAUSE; PROVIDING A SAVINGS CLAUSE;
PROVIDING FOR A PENALTY NOT TO EXCEED $500 FOR VIOLATIONS OF THIS
ORDINANCE; PROVIDING THAT VIOLATIONS OF THIS ORDINANCE SHALL BE
GOVERNED BY CHAPTER 18 OF THE CODE OF ORDINANCES OF THE CITY OF
DENTON; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the City of Denton has reconstructed Hinkle Drive between University Drive
(US 380) and Windsor Drive; and
WHEREAS, residents have expressed concerns for cycling on Hinkle Drive and a desire
for safer separated bike lanes; and
WHEREAS, the Traffic Safety Commission considered this item on October 7, 2019, and
endorsed the proposed parking removal and protected bike lanes; and
WHEREAS, the City Council considered this item in a work session on October 8, 2019,
and determined that it was in the public interest; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The recitations contained in the preamble of this Ordinance are hereby
incorporated by reference as if fully set out herein.
SECTION 2. When signs and/or marking, or any combination thereof, are in place giving
notice thereof, no person shall park a vehicle on either side of Hinkle Drive from University Drive
(US 380) to Windsor Drive.
SECTION 3. The provisions of Section 2 prohibiting the parking of vehicles shall apply
on the designated portion of the above-named street, except when it is necessary to stop a vehicle
to avoid conflict with other traffic, or in compliance with the direction of a police officer, or official
traffic control device.
SECTION 4. All provisions of the ordinances of the City of Denton in conflict with the
provisions of this Ordinance as related to the above parking restriction are hereby repealed, and all
other provisions of the ordinances of the City of Denton not in conflict with the provisions of this
Ordinance shall remain in full force and effect.
SECTION 5. If any section, subsection, paragraph, sentence, clause, phrase, or word in this
Ordinance, or application thereof to any person or circumstances is held invalid by any court of
competent jurisdiction, such holding shall not affect the validity of the remaining portions of this
Ordinance, and the City Council of the City of Denton hereby declares it would have enacted such
remaining portions despite any invalidity.
1
S:\Legai\Our Documents\Ordinances\20\Hinkle Drive NO PARKING Ordinance clean.docx
SECTION 6. Save and except as amended hereby, all the provisions, sections, subsections,
paragraphs, sentences, clauses, and phrases of the Code of Ordinances shall remain in full force
and effect.
SECTION 7. Any person found liable of violating this Ordinance by a court of competent
jurisdiction shall be fined a sum not to exceed five hundred dollars ($500). Each day that a
provision of this Ordinance is violated shall constitute a separate offense. The disposition of
parking citations issued pursuant to this Ordinance shall be governed by Division 3 titled "Parking
Violations Division" of Chapter 18 of the Code of Ordinances.
SECTION 8. This Ordinance, providing for a penalty, shall become effective 14 days from
the date of its passage, and the City Secretary is hereby directed to cause the caption of this
ordinances to be published twice in the Denton Record-Chronicle, the official newspaper in the
City ofDenton, within 10 days ofthe 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:
2
S:\Legai\Our Docurnents\Ordinances\20\Hinkle Drive NO PARKING Ordinance clean.docx
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
3
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 20-080,Version:1
AGENDA CAPTION
Consider adoption of an ordinance of the City of Denton prohibiting on-street parking on the south side of East
Windsor Drive from Glenwood Lane to Hanover Drive between 7 AM and 4 PM; providing a repealer clause;
providing a savings clause; providing for a penalty not to exceed $500 for violations of this ordinance;
providing that violations of this ordinance shall be governed by Chapter 18 of the Code of Ordinances of the
City of Denton; and providing for an effective date. Traffic Safety Commission recommends 5-0.
City of Denton Printed on 1/24/2020Page 1 of 1
powered by Legistar™
City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Capital Projects
CM/ DCM/ ACM: Mario Canizares
DATE: January 28, 2020
SUBJECT
Consider adoption of an ordinance of the City of Denton prohibiting on-street parking along the south side
of E Windsor Drive Glenwood Lane to Hanover Drive between 7 AM and 4 PM; providing a repealer
clause; providing a savings clause; providing for a penalty not to exceed $500 for violations of this
ordinance; providing that violations of this ordinance shall be governed by Chapter 18 of the Code of
Ordinances of the City of Denton; and providing for an effective date. Traffic Safety Commission
recommends 5-0.
BACKGROUND
On December 13th, 2019, City staff met with Denton Independent School District staff to discuss mobility
concerns during the two years of construction at Wilson Elementary. In this meeting, the restriction of
parking along the south side of E Windsor Drive between Hanover Drive and Glenwood Lane was identified
as a key element in the improvement of safety adjacent to the school campus.
In addition, the following items were requested by DISD and reviewed by city staff:
- Barricade protection for Pedestrian and Bikes on the north side of E Windsor Drive between
Hanover Drive and Longfellow Lane
- Close the sidewalk on the south side of E Windsor Drive between Hanover Drive and Glenwood
Lane
- Restriping E Windsor Drive from Longfellow Lane to Hanover Drive to provide for a curbside
queuing lane and east- and westbound travel lanes.
- Add a crossing guard for the intersection of Longfellow Lane at E Windsor Drive
- Install an All-Way Stop Control (AWSC) at Longfellow Lane at E Windsor Drive
- Install an All-Way Stop Control (AWSC) at Glenwood Lane at Emerson Lane.
RECOMMENDATION
Staff recommends adoption of the ordinance restricting parking on the south side of E Windsor Drive.
ESTIMATED SCHEDULE OF PROJECT
The parking restriction signs can be installed by the end of the first week in February.
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
This information was presented to the Traffic Safety Commission on January 6th, 2020 and was
unanimously supported by that membership. In addition, it was presented to the Mobility Committee on
January 14th, 2020 and was also supported unanimously.
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
FISCAL INFORMATION
Materials for this project are available and will be funded through the Traffic Operations general
operating budget.
EXHIBITS
1. Exhibit 1 - Agenda Information Sheet
2. Exhibit 2 – Location Map
3. Exhibit 3 - DISD letter
4. Exhibit 4 – No Parking Ordinance for E Windsor
Respectfully submitted:
Brian Jahn, PE
City Traffic Engineer
Proposed Limits of E Windsor Drive Parking Restriction
Norman T. Sisk
Service Center Annex
230 N. Mayhill Rd.
Denton, TX 76208 (940) 369-0200
Fax (940) 369-4973
www.dentonisd.org
(Department – Operations)
Superintendent
Dr. James K. Wilson, III
Executive Director
Operations
Paul Andress
Construction
Garry Ryan
Custodial Supervisor
Kelly Hilburn
Environmental Safety Manager
Bill Knight
Maintenance
Supervisor
Jay Sanchez
Utilities Specialist
Angela Alfonso
Warehouse Manager
Gina Burgess
Administrative Assistant
Whitney Fentress
Construction Custodial Services
Environmental Safety
Maintenance
Utilities Warehousing
Empowering lifelong learners to be engaged citizens who positively impact their local and global community
Thursday, December 19, 2019
Attention: Brian Jahn
Subject: Woodrow Elementary
COD Project 1909-0057 - 1501 Emerson Lane
We are writing today with reference to the above project specifically street traffic around the campus.
As the District closely monitors the Woodrow Wilson Elementary School construction project, we
continue to collaborate with the City of Denton to explore potential solutions to provide a safe
environment during the construction timeframe.
Although the project is currently underway, the proposals below are based on the level of construction
activity, which will increase significantly at the end of January/beginning of February 2020. Completion
of the Woodrow Wilson project is anticipated to be the summer of 2021.
Members of the City and the District met on Friday, December 13, 2019, to continue discussions related
to traffic safety during the project. The following recommendations are respectfully submitted to the
City of Denton for consideration during the span of the project based on our collaboration:
• Consider establishing a ‘No Parking’ zone on the south side of Windsor, from Hanover to
Glenwood during the construction period.
o This would allow for stacking during school drop off and pick up times at the campus.
o This would also eliminate stacking in the active driving lanes of Windsor.
• Consider repurposing the current bike path along N. Windsor to be a multi-purpose path with
safety barriers to promote visibility of the users.
o For safety reasons posed by the vertical construction of the new facility, it has been
proposed that the sidewalk adjacent to the school property is permanently closed until
construction is completed in the fall of 2021.
• Consider adding a 4-way stop at the intersection of Windsor and Longfellow, and an additional
crossing guard to promote safety of the students crossing at this location.
It is anticipated the recommendations above are needed only during the timeframe of the construction
project. As always, the Denton ISD values our partnership with the City of Denton, as well as the
community members of those we serve.
Respectfully,
Garry Ryan
Denton ISD
Executive Manager of Construction, Planning and Growth
940.369.0200
Cc: File
Gwen Perkin
Caleb Leath
Balfour Beatty Construction
ORDINANCE NO. 20-----------------
AN ORDINANCE OF THE CITY OF DENTON PROHIBITING ON-STREET PARKING ON
THE SOUTH SIDE OF EAST WINDSOR DRIVE FROM GLENWOOD LANE TO HANOVER
DRIVE BETWEEN 7 AM AND 4 PM; PROVIDING A REPEALER CLAUSE; PROVIDING A
SAVINGS CLAUSE; PROVIDING FOR A PENALTY NOT TO EXCEED $500 FOR
VIOLATIONS OF THIS ORDINANCE; PROVIDING THAT VIOLATIONS OF THIS
ORDINANCE SHALL BE GOVERNED BY CHAPTER 18 OF THE CODE OF ORDINANCES
OF THE CITY OF DENTON; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, Denton Independent School District (DISD) is reconstructing Wilson
Elementary located on East Windsor Drive; and
WHEREAS, East Windsor Drive has been known to have a high demand for on-street
parking due to its proximity to Wilson Elementary; and
WHEREAS, the school, DISD, and residents have expressed concerns for walking and
cycling near the south side of East Windsor Drive during the proposed reconstruction of Wilson
Elementary; and
WHEREAS, DISD has requested the removal of south side parking during construction
and the relocation of pedestrian and cycling activity to the north side of East Windsor Drive during
construction; and
WHEREAS, the relocation ofthe pedestrian and cycling activity to the north side ofEast
Windsor Drive will require the reconfiguration ofthe travel lanes ofEast Windsor Drive between
Glenwood Lane and Hanover Drive; and
WHEREAS, the Traffic Safety Commission considered this item on January 6, 2020, and
endorsed the proposed parking removal with a vote of 5-l; and
WHEREAS, the City Council considered this item and determines that it was in the public
interest; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS :
SECTION 1. The recitations contained in the preamble of this Ordinance are hereby
incorporated by reference as if fully set out herein.
SECTION 2. When signs and/or marking, or any combination thereof, are in place giving
notice thereof, no person shall park a vehicle on the south side of East Windsor Drive from
Glenwood Lane to Hanover Drive between 7 AM and 4 PM.
SECTION 3. The provisions of Section 2 prohibiting the parking of vehicles shall apply
on the designated portion of the above-named street, except when it is necessary to stop a vehicle
to avoid conflict with other traffic, or in compliance with the direction of a police officer, or official
traffic control device.
1
SECTION 4. All provisions of the ordinances of the City of Denton in conflict with the
provisions of this Ordinance as related to the above parking restriction are hereby repealed, and all
other provisions of the ordinances of the City of Denton not in conflict with the provisions of this
Ordinance shall remain in full force and effect.
SECTION 5. If any section, subsection, paragraph, sentence, clause, phrase, or word in this
Ordinance, or application thereof to any person or circumstances is held invalid by any court of
competent jurisdiction, such holding shall not affect the validity of the remaining portions of this
Ordinance, and the City Council of the City ofDenton hereby declares it would have enacted such
remaining portions despite any invalidity.
SECTION 6. Save and except as amended hereby, all the provisions, sections, subsections,
paragraphs, sentences, clauses, and phrases of the Code of Ordinances shall remain in full force
and effect.
SECTION 7. Any person found liable of violating this Ordinance by a court of competent
jurisdiction shall be fined a sum not to exceed five hundred dollars ($500). Each day that a
provision of this Ordinance is violated shall constitute a separate offense. The disposition of
parking citations issued pursuant to this Ordinance shall be governed by Division 3 titled "Parking
Violations Division" of Chapter 18 of the Code of Ordinances.
SECTION 8. This Ordinance, providing for a penalty, shall become effective 14 days from
the date of its passage, and the City Secretary is hereby directed to cause the caption of this
ordinances to be published twice in the Denton Record-Chronicle, the official newspaper in the
City ofDenton, within 10 days ofthe 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:
2
PAS SED AND APPROVED this the ___ day of ______ ----2020
CHRIS WATTS, MAYOR
ATTEST:
ROSARIOS, CITY SECRETARY
BY: ----------------------
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
3
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 20-198,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 Genuine Parts Company,DBA NAPA Auto Parts
through the Sourcewell Cooperative Purchasing Network Contract Number 061015-GPC,for the purchase of
products and services for the on-site parts facility for Fleet Services;authorizing the expenditure of funds
therefor;and declaring an effective date (File 7136 -awarded to Genuine Parts Company,DBA NAPA Auto
Parts, in the five (5) year not-to-exceed amount of $20,000,000).
City of Denton Printed on 1/24/2020Page 1 of 1
powered by Legistar™
City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Procurement & Compliance
CFO: Antonio Puente, Jr.
DATE: January 28, 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 Genuine Parts Company, DBA
NAPA Integrated Business Solutions through the Sourcewell Cooperative Purchasing Network Contract
Number 061015-GPC, for the purchase of products and services for the on-site parts facility for Fleet
Services; authorizing the expenditure of funds therefor; and declaring an effective date (File 7136 – awarded
to Genuine Parts Company, DBA NAPA Integrated Business Solutions, in the five (5) year not-to-exceed
amount of $20,000,000).
INFORMATION /BACKGROUND
The Fleet Services Department operates a central maintenance facility to support a diverse citywide fleet of
approximately 1,260 vehicles and pieces of equipment. Fleet Services hosts a 16 bay maintenance and repair
facility (soon to be 28 bays), offices for staff, and multiple storage locations onsite to manage and organize
parts. Fleet Services currently generates more than 6,000 vehicle repair work orders annually and anticipates
the purchase of approximately $3,500,000 in vehicle parts, services and related repair materials this year.
Fleet Services has outsourced the management and procurement of vehicle and equipment parts since 2005.
The incumbent provider, NAPA Integrated Business Solutions, currently employs five (5) on site
employees, Monday through Friday, 7 a.m. to 7 p.m.. The total value of parts inventory on-site as of January
22, 2020 is approximately $950,980.
The total annual parts and operation spend history follows demonstrating a 10% increase over four years.
Parts to operations cost is 83%.
2015 - $3,071,730
2016 - $3,297,909
2017 - $3,166,504
2018 - $3,111,674
2019 - $3,402,988
Renewal of the parts supply and management contract offer the following benefits to the City of Denton:
1) Reduced liability (cost of inventory, inventory shrinkage and part obsolescence)
2) Lowest landed cost / transparent pricing for parts
3) Immediate credit for part warranties and core returns
4) ASE Certified parts professionals and inventory management specialists
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
5) Disposal/recycling management of tires, lubricants and other fluids and materials
6) Access to low cost online and on-site technician training
7) A local distribution center located in Coppell, TX
8) Virtual inventory access and exchange with over 400 IBS locations
The Sourcewell RFP received bids from six (6) firms with NAPA IBS awarded the 061015-GPC contract
as the only bid received offering both parts inventory and on-site parts management services. Bidders
included Ford Motor Company, Mohawk Resources LTD, Sefac Inc., Vehicle Services Group LLC and
Stertil-Koni USA Inc.
Pricing obtained through Sourcewell (formerly National Joint Powers Alliance) Cooperative Purchasing
Network has been competitively bid and meets the statutory requirements of Texas Local Government Code
271.102.
PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS)
On April 7, 2015, Council approved the interlocal agreement with the National Joint Powers Alliance
(Ordinance 2015-076).
RECOMMENDATION
Award a contract with Genuine Parts Company, DBA NAPA Integrated Business Solutions, for the
purchase of parts and services for the on-site parts facility, in a not-to-exceed amount of $20,000,000.
PRINCIPAL PLACE OF BUSINESS
Genuine Parts Company, DBA NAPA Integrated Business Solutions
Coppell, TX
ESTIMATED SCHEDULE OF PROJECT
This is a five (5) year contract.
FISCAL INFORMATION
These items and services will be funded from Fleet’s Operating Budget operating budget and charged back
to operating departments on an as needed basis. Requisition #145196 has been entered in the Purchasing
software system.The budgeted amount for this item is $20,000,000.
EXHIBITS
Exhibit 1: Agenda Information Sheet
Exhibit 2: Presentation
Exhibit 3: Ordinance and Contract
Respectfully submitted:
Lori Hewell, 940-349-7100
Purchasing Manager
For information concerning this acquisition, contact Terry Kader, 940- 349-8729.
Legal point of contact: Mack Reinwand at 940-349-8333.
Vehicle & Equipment Parts
Contract
January 28th, 2019
Terry Kader
Fleet
Superintendent
Background
Central Maintenance & Satellite Facilities
1,260 City assets
19 Technicians
6,000 Maintenance and repair work orders annually
Parts and materials spend approximately $3.5M annually
2/9
Current Operation
Contracted parts to NAPA IBS -beginning 2005
Complete on-site parts storeroom
NAPA (14%) and Non-NAPA (86%) branded parts
Current inventory valued at $950,000
Current staff of four full time employees & part time driver
Hours mirror maintenance shop hours
3/9
Contract Benefits
Reduced liability for inventory
Cost of inventory, shrinkage and part obsolescence
Lowest cost parts/transparent pricing
City performs spot price checks
Immediate credit for part warranties and core returns
Reduced waste for lost cores or unrecovered warranties
Certified professionals and inventory management specialists
ASE certified Parts Professionals
Recycling/disposal of tires, lubricants, fluids and materials
Access to low cost online and on-site technician training
Local distribution center located in Coppell, TX
Virtual inventory access and exchange with over 400 IBS locations
Staff Recommendations
Award five (5) year contract to NAPA IBS
Sourcewell contract #061015=GPC
6/9
Questions?
9/9
ORDINANCE NO. ___ _
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL
CORPORATION, AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO
EXECUTE A CONTRACT WITH GENUINE PARTS COMPANY, DBA NAP A AUTO
PARTS THROUGH THE SOURCEWELL COOPERATIVE PURCHASING NETWORK
CONTRACT NUMBER 061015-GPC, FOR THE PURCHASE OF PRODUCTS AND
SERVICES FOR THE ON-SITE PARTS FACILITY FOR FLEET SERVICES;
AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND DECLARING AN
EFFECTIVE DATE (FILE 7136-AWARDED TO GENUINE PARTS COMPANY, DBA
NAPA AUTO PARTS, IN THE FIVE (5) YEAR NOT-TO-EXCEED AMOUNT OF
$20,000, 000).
WHEREAS, pursuant to Ordinance 2015-076, Sourcewell, formerly National Joint
Powers Alliance, has solicited, received, and tabulated competitive bids for the purchase of
necessary materials, equipment, supplies, or services in accordance with the procedures of state
law on behalf of the City of Denton; and
WHEREAS, the City Manager, or a designated employee, has reviewed and
recommended that the herein described materials, equipment, supplies, or services can be
purchased by the City through the Sourcewell program at less cost than the City would expend if
bidding these items individually; and
WHEREAS, the City Council has provided in the City Budget for the appropriation of
funds to be used for the purchase of the materials, equipment, supplies, or services approved and
accepted herein; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The items shown in the "File Number" referenced herein and on file in
office of the Purchasing Agent, are hereby accepted and approved as being the lowest
responsible bids for such items:
FILE
NUMBER
7136
VENDOR
Genuine Parts Company, DBA
NAPA Auto Parts
AMOUNT
$20,000,000
SECTION 2. By the acceptance and approval of the items set forth in the referenced file
number, the City accepts the offer of the persons submitting the bids to Sourcewell, formerly
National Joint Powers Alliance, for such items and agrees to purchase the materials, equipment,
supplies, or services in accordance with the terms, conditions, specifications, standards,
quantities and for the specified sums contained in the bid documents and related documents filed
with Sourcewell and the purchase orders issued by the City.
SECTION 3. Should the City and persons submitting approved and accepted items set
forth in the referenced file number wish to enter into a formal written agreement as a result of the
City's ratification of bids awarded by Sourcewell, the City Manager, or his designated
representative, is hereby authorized to execute the written contract which shall be attached
hereto; provided that the written contract is in accordance with the terms, conditions,
specifications and standards contained in the Proposal submitted to Sourcewell, and related
documents herein approved and accepted.
SECTION 4. The City Council of the City of Denton, hereby expressly delegates the
authority to take any actions that may be required or permitted to be performed by the City of
Denton under this ordinance to the City Manager of the City ofDenton, or his designee.
SECTION 5. By the acceptance and approval of the items set forth in the referenced file
number, the City Council hereby authorizes the expenditure of funds therefor in the amount and
in accordance with the approval purchase orders or pursuant to a written contract made pursuant
thereto as authorized herein
SECTION 6. This ordinance shall become effective immediately upon its passage and
approval.
The motion to approve this ordinance was made by and
seconded by the ordinance was passed and approved by
the following vote [_-__j:
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:
ROSARIOS, CITY SECRETARY
BY: -------------
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
DocuSign Envelope ID: 68EBD19D-1638-471E-BADF-F888A81056DC
COOP
Crystal Westbrook
No
GENUINE PARTS COMPANY dba NAPA AUTO PARTS
7136
File 7136
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND GENUINE PARTS COMPANY dba NAPA AUTO PARTS
(File # 7136)
THIS CONTRACT is made and entered into this date _______________________, by and
between GENUINE PARTS COMPANY dba NAPA AUTO PARTS a Georgia Corporation,
whose address is 2999 Wildwood Parkway, Atlanta, GA 30339 , hereinafter referred to as
"Supplier," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter
referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution
of this Contract by the Denton City Manager or his duly authorized designee.
For and in consideration of the covenants and agreements contained herein, and for the mutual
benefits to be obtained hereby, the parties agree as follows:
SCOPE OF SERVICES
Supplier shall provide products in accordance with the Supplier’s agreement, a copy of which is
attached hereto and incorporated herein for all purposes as Exhibit “C”. The Contract consists of this
written agreement and the following items which are attached hereto, or on file, and incorporated herein
by reference:
(a) Special Terms and Conditions (Exhibit “A”);
(b) Integrated Supply Agreement (Exhibit “B”);
(c) Amendment to Integrated Supply Agreement (Exhibit “C”);
(d) Assignment (Exhibit “D”);
(e) Sourcewell Contract #061015 with GENUINE PARTS COMPANY dba NAPA AUTO
PARTS, (Exhibit “E” on file at the office of the Purchasing Agent);
(f) Insurance Requirements (Exhibit “F”);
(g) City of Denton Standard Purchasing Terms and Conditions (Exhibit “G”)
(h) Certificate of Interested Parties Electronic Filing (Exhibit “H”);
(i) Sample Profit and Loss Statement (Exhibit “I”);
(j) Form CIQ – Conflict of Interest Questionnaire (Exhibit "J")
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: 68EBD19D-1638-471E-BADF-F888A81056DC
File 7136
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: 68EBD19D-1638-471E-BADF-F888A81056DC
Stuart Kambury
Division VP
DVP
2142632337
2142632337
Ethan Cox
Public Works
Director
SOURCEWELL CONTRACT
Exhibit A
Special Terms and Conditions
Contract Term
The contract term will be three (3) 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. 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.
Total Contract Amount
The contract total shall not exceed $20,000,000. Pricing shall be per Exhibit C attached.
DocuSign Envelope ID: 68EBD19D-1638-471E-BADF-F888A81056DC
Sourcewell Contract
Exhibit B
INTEGRATED SUPPLY AGREEMENT
BY AND BETWEEN
GENUINE PARTS COMPANY
AND
CITY OF DENTON, TEXAS
DocuSign Envelope ID: 68EBD19D-1638-471E-BADF-F888A81056DC
SOURCEWELL CONTRACT
INTEGRATED SUPPLY AGREEMENT
BY AND BETWEEN
GENUINE PARTS COMPANY
AND
THE CITY OF DENTON, TEXAS
THIS INTEGRATED SUPPLY AGREEMENT (this “Agreement”) is made by and
between GENUINE PARTS COMPANY, a Georgia corporation (d/b/a NAPA Auto Parts)
(“NAPA”), and THE CITY OF DENTON, TEXAS, (“CUSTOMER”), to be effective as of the
day of , 20__ (the “Effective Date”).
W I T N E S S E T H
WHEREAS, pursuant to a competitive bidding and selection process by Sourcewell (f/k/a
National Joint Powers Alliance) (hereinafter, “Sourcewell”), a Minnesota-based Service
Cooperative created by Minnesota Legislative Statute 123A.21, Sourcewell and NAPA executed
contract #061015 on July 21, 2015 (hereinafter, “Sourcewell Contract”), attached hereto as
Exhibit , to establish a source of supply for certain auto, truck and bus parts as well as to provide
integrated business solutions services; and
WHEREAS, by becoming a participating member of Sourcewell (hereinafter,
“Member”), the State of Texas and its related entities (hereinafter, “User Agencies”) are
authorized to utilize the pricing and incentives available to Sourcewell Members set forth in the
Sourcewell Contract; and
WHEREAS, CUSTOMER is authorized by Ordinance 2015-076 to contract through
Sourcewell for materials, equipment, supplies, and services and desires to become a User
Agency under such Sourcewell Contract and desires to receive integrated business solutions
services from NAPA; and
WHEREAS, CUSTOMER and NAPA agree that the Sourcewell Contract is a vehicle by
which CUSTOMER may contract directly with NAPA for parts and services, but that the terms
and conditions of this Agreement and not the terms and conditions of the Sourcewell Contract
shall govern the relationship of the parties; and
WHEREAS, NAPA desires to provide integrated business solutions services and to
establish inventories in CUSTOMER’s locations to service the fleet parts needs of CUSTOMER
and to serve as the primary supplier of automotive replacement parts and other supplies and/or
equipment (the “Inventory” or “Products”) to serve the needs of CUSTOMER; and
WHEREAS, CUSTOMER desires to provide space for the Inventory on the premises of
CUSTOMER for use by NAPA (“On Site Store(s)”) and agrees that NAPA will be its primary
supplier of the Inventory pursuant to the terms herein.
DocuSign Envelope ID: 68EBD19D-1638-471E-BADF-F888A81056DC
Sourcewell Contract
NOW THEREFORE, in consideration of the mutual promises and covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency of which are
acknowledged, the parties hereto agree as follows:
AGREEMENT
1. DEFINITIONS. For purposes of this Agreement, the following terms shall have
the meanings set forth below:
(a) Primary Supplier shall mean the parts supplier that provides a minimum of ninety
percent (90%) of the Inventory needs of CUSTOMER.
(b) NAPA Owned Store shall mean an auto parts store lawfully using the tradename
or trademark “NAPA” which is wholly owned by NAPA.
(c) NAPA Jobber shall mean an auto parts store lawfully using the tradename or
trademark “NAPA” with respect to which NAPA maintains no ownership interest.
(d) Current NAPA Jobber Acquisition Cost shall mean NAPA’s current gold price
as set forth on NAPA’s Confidential Jobber Cost and Suggested Resales price list.
2. CUSTOMER’S CURRENT LOCATIONS. NAPA will establish On Site
Store(s) at the CUSTOMER’S following location(s):
804 TEXAS STREET
DENTON, TX 76209
(940) 349-8442
Manager: JAMES BROWN
Additional locations of the CUSTOMER may be added to this Agreement but only by a written
amendment executed and agreed to by both the CUSTOMER and NAPA.
3. TERM. This Agreement shall begin the date this Agreement is fully executed
and shall end when the Sourcewell Contract terminates or expires or when terminated earlier in
accordance with the applicable terms and conditions stated herein. As the Sourcewell Contract is
renewed or extended, this Agreement may be renewed or extended for a period of time equal to
or shorter than the period of time the Sourcewell Contract is renewed or extended upon the
mutual written agreement of the Parties. This Agreement shall terminate automatically upon the
termination, for any reason, of the Sourcewell Contract. Notwithstanding the foregoing, either
party may terminate this Agreement at any time for its convenience by giving the other party
sixty (60) days prior written notice of such termination.
DocuSign Envelope ID: 68EBD19D-1638-471E-BADF-F888A81056DC
Sourcewell Contract
4. DUTIES AND RESPONSIBILITIES OF NAPA. NAPA shall have the
following duties and responsibilities during the term of this Agreement:
(a) NAPA will operate the On Site Store(s) and provide the Inventory to
CUSTOMER’s now existing locations. NAPA shall provide all personnel required to operate the
On Site Store(s).
(b) In those circumstances when delivery is required by CUSTOMER, NAPA will
provide parts to CUSTOMER’s locations on a daily route basis. In addition, NAPA will
accelerate delivery on those items CUSTOMER requires to be delivered on an expedited basis.
NAPA will make all reasonable efforts to ensure prompt delivery to the CUSTOMER’s
location(s) requesting part(s).
(c) NAPA shall provide all computers and reports necessary to monitor monthly
expenses as they pertain to the daily operation of the On Site Store(s). NAPA shall provide
computer ordering and cataloging to each On Site Store.
(d) NAPA shall provide a profit and loss statement of the parts operations to the
CUSTOMER on approximately the 25th of each month for each On Site Store.
(e) NAPA shall provide back-up emergency service during non-working hour
contingencies. This overtime expense (calculated at time and one half) will be charged on a cost
basis to CUSTOMER, and must be pre-approved by CUSTOMER. The parties shall mutually
agree upon the pre-approval process for such emergency situations. NAPA will provide a list of
personnel, including telephone numbers, who will respond to emergency service requests.
5. DUTIES AND RESPONSIBILITIES OF CUSTOMER. CUSTOMER shall
have the following duties and responsibilities during the term of this Agreement:
(a) CUSTOMER shall provide, at its sole expense, usable space for NAPA’s On Site
Store(s) and the Inventory. CUSTOMER shall provide access to restroom facilities for NAPA
employees. Further, CUSTOMER shall furnish, at its sole expense, all utilities for the On Site
Store(s) including: water, sanitation, sewer, light, telephone, heat, gas, electricity, power, fuel,
janitorial and all other utilities and services rendered or delivered to the On Site Store(s)
whatsoever. CUSTOMER shall provide NAPA a safe work environment that is free from
hostility, violence, or discrimination. NAPA reserves the right to terminate the contract
immediately should NAPA encounter a hostile, violent, discriminatory, or unsafe work
environment.
(b) CUSTOMER shall use NAPA as its Primary Supplier of the Inventory under this
Agreement. CUSTOMER reserves the right to purchase any item outside this Agreement where
it is determined to be more economical or timely so long as the purchase of aforesaid part or
parts does not result in NAPA no longer being CUSTOMER’s Primary Supplier in which case
NAPA may terminate this Agreement.
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(c) Each On Site Store location shall be appropriately secured or otherwise
maintained separate and apart from the business of CUSTOMER. There shall be no
intermingling of CUSTOMER’s parts or other inventory with NAPA’s parts or inventory.
Access to the secured On Site Store(s) shall be restricted to NAPA employees and authorized
NAPA representatives only. CUSTOMER’S employees, contractors or agents shall not be
permitted to enter the secured On-Site Store area unless accompanied by a NAPA employee or
other authorized NAPA representative.
(d) CUSTOMER shall, at all times during the term of this Agreement, at
CUSTOMER’S sole expense, maintain in good condition and repair (so as to prevent any
damage or injury to NAPA’s employees, the Inventory or other personal property located in the
On Site Store(s)) the roof, exterior walls, foundation, and structural portions of the On Site
Store(s) and all portions of the electrical and plumbing systems lying outside of the On Site
Store(s) but serving the On Site Store(s).
(e) CUSTOMER shall provide information regarding fleet changes to NAPA as soon
as possible. Fleet changes include but are not limited to the removal of types of vehicles from
the fleet and the addition of new vehicles to the fleet.
6. ALTERNATIVE SUPPLIERS. Each On Site Store may be serviced by a
NAPA Owned Store or a NAPA Jobber. CUSTOMER acknowledges that whether it will be
serviced by a NAPA Owned Store or a NAPA Jobber will be determined by NAPA, in its sole
discretion, and that if CUSTOMER is to be serviced by a NAPA Jobber, then such NAPA Jobber
must evidence its desire to abide by the terms of this Agreement by entering into an Assignment
in the form of Exhibit D hereto.
7. PAYMENT TERMS/PRICING. NAPA shall invoice the CUSTOMER for all
Inventory purchased pursuant to this Agreement on a monthly basis according to the pricing plan
below. CUSTOMER agrees to pay the entire amount of all statements received from NAPA by
the 25th day of the month following receipt of any such statement. If CUSTOMER has not paid
the entire amount of all statements received from NAPA within 10 days of the 25th day of the
month following receipt of such invoice, CUSTOMER shall be put on COD until such amount is
paid in full. No prompt pay discount is available under this Agreement.
There are two pricing options available to CUSTOMER. The pricing option for this Agreement
must be indicated by CUSTOMER initials, below.
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PRICING OPTION #1 CUSTOMER INITIALS: _______
The overall objective of CUSTOMER’s pricing plan is for NAPA to provide Products in
accordance with the agreed upon Pricing Plan Summary set forth below. By billing CUSTOMER
for the Products, NAPA’s On Site Store(s) will achieve its target ten percent (10%) net profit for
the Agreement (the “Net Profit Target”). CUSTOMER’s pricing plan is comprised of the
following elements:
(a) Product Price. The pricing of the Products to be supplied to CUSTOMER by
NAPA pursuant to this Agreement shall be divided into: 1) “NAPA Product
Price,” which is the pricing of NAPA branded or NAPA cataloged supplier
manufactured products; and 2) “Non-NAPA Product Price,” which is the pricing
of products which have not been manufactured by NAPA suppliers or do not exist
in NAPA’s proprietary catalog system but which have been acquired for
CUSTOMER by NAPA pursuant to this Agreement. The pricing of NAPA
Product and Non-NAPA Product shall be billed in accordance with the Pricing
Plan Summary defined below.
(b) Operational Expenses. Any and all costs and expenses associated with the
operation of the On Site Store(s), including, but not limited to, vehicle gas and
maintenance costs, salary and benefits payable to NAPA employees at the On Site
Store(s), worker’s compensation benefits and insurance, unemployment
insurance, personal property insurance for the On Site Store(s) and Inventory, any
deductible for losses covered under the personal property, automobile liability, or
general liability insurance policies of NAPA, all equipment supplied by NAPA,
Corporate Allocation Expenses (as defined below), inventory investment expense,
obsolescence expense, pension funding costs, accounting fees, general office
expenses, and shared service expenses. An example of a profit and loss statement
reflecting such costs and expenses is attached hereto as Exhibit B. CUSTOMER
acknowledges and agrees that the costs and expenses reflected on the profit and
loss statement set forth on Exhibit B are subject to change based on actual
monthly costs, expenses or Corporate Allocation Expenses incurred relative to the
operation of the On Site Store(s). To achieve economies of scale, NAPA utilizes
certain headquarter and corporate personnel to assist in the performance of this
Agreement. As a result, each On Site Store location is charged certain corporate
allocation expenses for various line items shown on Exhibit B (“Corporate
Allocation Expenses”) which are calculated as a percentage of total Product sales
for each month. As such, there is not a supportive invoice for such expenses other
than a monthly allocation rate statement. These Corporate Allocation Expenses
allow NAPA to have fewer employees performing routine general administrative
tasks such as paper work and filing at the On Site Store(s), allowing NAPA
counter personnel to focus more attention on serving the On-Site Store operations,
and maximizing on-site cost efficiency.
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PRICING PLAN SUMMARY
NAPA Product Price
Non-NAPA Product Price
Billed to CUSTOMER on a “9074 NAPA Pricing Profile”
Billed to CUSTOMER at a 25% gross profit rate
(The formula for Non-NAPA Product Price for
CUSTOMER is the current product acquisition cost divided
by .75) This formula will achieve the gross profit rate set
forth above. Example: current product acquisition cost is
$1.00. CUSTOMER’s price would be $1.00/.75=$1.33
Operational Expenses Paid entirely by NAPA
Net Profit Target
Amounts will be refunded or charged based on the failure or
achievement of an overall 10% net profit for the previous
month.
NAPA Product shall be billed to CUSTOMER based on a “9074 NAPA Pricing Profile”
which has been provided to CUSTOMER in connection with this Agreement. Non-NAPA
Product shall be billed by NAPA to yield a gross profit of twenty-five percent (25%). All
Operational Expenses shall be borne by NAPA.
Sales at each On Site Store location will be reviewed after the first ninety (90) days of
operation and on a month by month basis thereafter to ensure a ten percent (10%) net profit for
NAPA. If monthly sales at each On Site Store, independently as opposed to in the aggregate,
are producing more than a ten percent (10%) net profit for NAPA, NAPA will pay to
CUSTOMER, via a refund check, the overage. Conversely, if NAPA’s net profit for the
preceding month is less than ten percent (10%), NAPA will bill CUSTOMER for the
deficiency.
CUSTOMER and NAPA mutually agree that CUSTOMER’S maximum payment
obligation pursuant to this profit guarantee shall be set at $_________; and CUSTOMER has
encumbered such amount to cover this potential liability. The parties agree to mutually work
together to adjust the amount if such amount must be increased during the term of the contract.
CUSTOMER INITIALS _______
In addition, NAPA may use any sub-contractor for the procurement of “outside”
purchases or services (i.e., those parts or services not traditionally stocked or performed by
NAPA), and CUSTOMER will be billed an additional charge for any such purchases so as to
yield NAPA a twenty-five percent (25%) gross profit on such purchases. CUSTOMER must
provide pre-approval in writing for such outside purchases. CUSTOMER is solely responsible
for improper or inappropriate instructions by CUSTOMER’s employees to NAPA regarding
NAPA’s purchases of nontraditional parts or services, unless CUSTOMER provided prior
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written notice to NAPA of parts or services that may not be procured by NAPA in relation to this
Agreement.
PRICING OPTION #2 CUSTOMER INITIALS: _______
The overall objective of CUSTOMER’s pricing plan is for NAPA to provide Products in
accordance with the agreed upon Pricing Plan Summary set forth below and reimbursement by
CUSTOMER of each On Site Store’s operating expenses. By billing CUSTOMER for these two
categories, NAPA’s On Site Store(s) will achieve its target ten percent (10%) net profit for the
Agreement (the “Net Profit Target”). These categories are defined as follows:
(a) Product Price. The pricing of the Products to be supplied to CUSTOMER by
NAPA pursuant to this Agreement shall be divided into: 1) “NAPA Product
Price,” which is the pricing of NAPA branded or NAPA cataloged supplier
manufactured products; and 2) “Non-NAPA Product Price,” which is the pricing
of products which have not been manufactured by NAPA suppliers or do not exist
in NAPA’s proprietary catalog system but which have been acquired for
CUSTOMER by NAPA pursuant to this Agreement. The pricing of NAPA
Product and Non-NAPA Product shall be billed in accordance with the Pricing
Plan Summary defined below.
(b) Operational Expenses. Any and all costs and expenses associated with the
operation of the On Site Store(s), including, but not limited to, vehicle gas and
maintenance costs, salary and benefits payable to NAPA employees at the On Site
Store(s), worker’s compensation benefits and insurance, unemployment
insurance, personal property insurance for the On Site Store(s) and Inventory, any
deductible for losses covered under the personal property, automobile liability, or
general liability insurance policies of NAPA, all equipment supplied by NAPA,
Corporate Allocation Expenses (as defined below), inventory investment expense,
obsolescence expense, pension funding costs, accounting fees, general office
expenses, and shared service expenses. An example of a profit and loss statement
reflecting such costs and expenses is attached hereto as Exhibit B. CUSTOMER
acknowledges and agrees that the costs and expenses reflected on the profit and
loss statement set forth on Exhibit B are subject to change based on actual
monthly costs, expenses or Corporate Allocation Expenses incurred relative to the
operation of the On Site Store(s). To achieve economies of scale, NAPA utilizes
certain headquarter and corporate personnel to assist in the performance of this
Agreement. As a result, each On Site Store location is charged certain corporate
allocation expenses for various line items shown on Exhibit B (“Corporate
Allocation Expenses”) which are calculated as a percentage of total Product sales
for each month. As such, there is not a supportive invoice for such expenses other
than a monthly allocation rate statement. These Corporate Allocation Expenses
allow NAPA to have fewer employees performing routine general administrative
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tasks such as paper work and filing at the On Site Store(s), allowing NAPA
counter personnel to focus more attention on serving the On-Site Store operations,
and maximizing on-site cost efficiency.
PRICING PLAN SUMMARY
NAPA Product Price
Non-NAPA Product Price
Billed to CUSTOMER at a 10% gross profit rate
(The formula for NAPA Product Price for CUSTOMER is
the Current NAPA Jobber Acquisition Cost divided by
.90) This formula will achieve the gross profit rate set
forth above. Example: Current NAPA Jobber Acquisition
Cost is $1.00. CUSTOMER’s price would be
$1.00/.90=$1.11
Billed to CUSTOMER at a 10% gross profit rate
(The formula for Non-NAPA Product Price for
CUSTOMER is the current product acquisition cost
divided by .90) This formula will achieve the gross profit
rate set forth above. Example: current product acquisition
cost is $1.00. CUSTOMER’s price would be
$1.00/.90=$1.11
Operational Expenses Billed to CUSTOMER in accordance with Section 7(b)
above.
Net Profit Target
10% net profit for the NAPA On Site Store(s) after
Products and Operational Expenses are billed to
CUSTOMER.
Both NAPA Product and Non-NAPA Product shall be set by NAPA to yield a gross profit
of ten percent (10%). Operational Expenses will be charged to CUSTOMER in accordance with
Section 7(b) above, with all such charges for Operational Expenses to be included in
CUSTOMER’s monthly billing statement. CUSTOMER will be billed at the end of each month
for Operational Expenses on an “in arrears” basis.
CUSTOMER and NAPA mutually agree that CUSTOMER’S maximum payment obligation
pursuant to this profit guarantee shall be set at $_________; and CUSTOMER has encumbered
such amount to cover this potential liability. The parties agree to mutually work together to
adjust the amount if such amount must be increased during the term of the contract.
CUSTOMER INITIALS ______
In addition, NAPA may use any sub-contractor for the procurement of “outside” purchases
or services (i.e., those parts or services not traditionally stocked or performed by NAPA), and
CUSTOMER will be billed an additional charge for any such purchases so as to yield NAPA a
ten percent (10%) gross profit on such purchases. CUSTOMER must provide pre-approval in
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writing of such outside purchases. CUSTOMER is solely responsible for improper or
inappropriate instructions by CUSTOMER’s employees to NAPA regarding NAPA’s purchases
of nontraditional parts or services, unless CUSTOMER provided prior written notice to NAPA of
parts or services that may not be procured by NAPA in relation to this Agreement.
8. INSURANCE.
(a) CUSTOMER is a state agency and is self-insured for liability and workers
compensation through the Department of Administrative Services. CUSTOMER shall provide
to NAPA, upon execution of this Agreement, a copy of all Certificates of Insurance evidencing
the insurance coverages above.
(b) NAPA shall maintain during the term of this Agreement worker’s compensation
insurance coverage for its employees located at the On Site Store(s) in amounts required by law.
In addition, NAPA shall maintain personal property insurance during the term of this Agreement
in an amount sufficient to cover any loss or damage to the Inventory and any other personal
property owned by NAPA that is located at the On Site Store(s).
(c) The insurance policies in this section required to be held by each party shall
contain a waiver of subrogation against the other party.
(d) Neither CUSTOMER nor the Department of Administrative Services shall procure
or provide insurance for NAPA property or Inventory.
9. NO LIENS.
(a) CUSTOMER warrants that it shall take no action, including but not limited to the
granting of a security interest, or fail to take any action, which would operate or does operate in
any way to encumber the Inventory of NAPA located in the On Site Store(s).
(b) CUSTOMER grants NAPA a power of attorney to execute such documents as are
necessary to protect NAPA’s interest in the Inventory on consignment on CUSTOMER’s
premises, including any UCC-1 statements.
10. PERSONNEL. NAPA and CUSTOMER shall attempt in good faith to mutually
agree upon the identity of the persons that will be selected to staff the On Site Store(s). In the
event that CUSTOMER for any reason wishes to remove or replace any of the NAPA personnel
in the On Site Store(s), the parties will attempt to resolve CUSTOMER’s request by mutual
agreement.
11. WARRANTY/LIABILITY DISCLAIMER. All Products supplied pursuant to
this Agreement are subject to the terms of written warranties provided by the manufacturer of
each Product, and NAPA shall use reasonable commercial efforts to assist the CUSTOMER in
processing all warranty claims that the CUSTOMER may have against a manufacturer. The
manufacturer’s warranty will be the sole and exclusive remedy of the CUSTOMER in
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connection with any claims concerning the Products supplied to CUSTOMER pursuant to this
Agreement. ALL OTHER WARRANTIES, BOTH EXPRESS AND IMPLIED, INCLUDING
ANY IMPLIED WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A
PARTICULAR PURPOSE, ARE HEREBY EXCLUDED. Copies of the manufacturers’
warranties are available to CUSTOMER upon request.
For suppliers (or categories of suppliers) of Non-NAPA Products that CUSTOMER instructs
NAPA to utilize or consider for future purchases, NAPA is under no obligation to (and NAPA
disclaims all liability in connection with) investigate product quality, management, ownership,
reputation, certifications, qualifications, price competitiveness, or any other related
characteristics of the products, individuals or entities at issue.
12. TERMINATION FOR CAUSE. This Agreement may be terminated
immediately, unless otherwise stated in this Section 12, by either party for cause:
(a) In the event that the other party fails or refuses to pay any amounts due under this
Agreement and such failure continues for ten (10) days;
(b) In the event that the other party fails or refuses to perform any other obligation
required under this Agreement, and such failure or refusal continues for thirty (30) days after
written notice thereof; or
(c) In the event that the other party files any bankruptcy petition, has any bankruptcy
petition filed against it, makes any assignment of its assets for the benefit of creditors, or admits
in writing its inability to pay its debts as they become due.
13. EFFECT OF TERMINATION. Immediately upon termination of this
Agreement by either party for any reason:
(a) All duties, responsibilities and other obligations of each party hereunder shall
terminate, except for the payment of any amounts due and owing to NAPA at the time of
termination.
(b) Each party shall immediately return to the other party all equipment, software,
books, records, tools and any other personal property owned by the other party that are in such
party’s possession. CUSTOMER shall allow NAPA full and unrestricted access to enter into the
On Site Store(s) and immediately remove all equipment and other items of personal property
owned by NAPA without being deemed guilty of trespass or any other violation of the law. All
inventory records, sales history, sales analysis and all other information generated by NAPA
under this Agreement will be returned to CUSTOMER.
Nothing contained in this Section shall be deemed a waiver of, or in any other manner
impair or prejudice, any other legal rights that either party may have against the other party for
any breach of this Agreement. The provisions and obligations of Sections 9, 11, 14, 15, 18, and
20 shall survive the termination of this Agreement for any reason.
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14. BUY-BACK OF INVENTORY. Upon termination, expiration, or non-renewal
of this Agreement, NAPA shall have the option to require CUSTOMER to purchase all non-
NAPA Inventory owned by NAPA and located in each On Site Store at NAPA’s On Site Store’s
current product acquisition cost, and CUSTOMER shall have the option to purchase all NAPA
Inventory, owned by NAPA and located in each On Site Store at the Current NAPA Jobber
Acquisition Cost. Upon CUSTOMER’s request, NAPA shall provide CUSTOMER with a
listing of all NAPA and non-NAPA Inventory owned by NAPA and located in the On Site
Store(s).
CUSTOMER INITIALS: _______
15. CHANGE OF CONTROL. NAPA may unilaterally terminate this Agreement
by giving thirty (30) days written notice to CUSTOMER upon the occurrence of any one or more
of the following events:
(a) A change in the management or ownership of CUSTOMER;
(b) A sale, lease, assignment or other transfer of CUSTOMER’S business or assets,
whether through a stock purchase, merger, asset purchase, or other similar transaction, of at least
a ten percent (10%) interest therein.
16. LANDLORD CONSENT AND WAIVER. Not Applicable.
17. INDEMNIFICATION. NAPA SHALL BE RESPONSIBLE FOR AND
SHALL INDEMNIFY AND HOLD CUSTOMER HARMLESS FROM AND AGAINST
ALL DAMAGES, CLAIMS OR DEMANDS THAT MAY, DURING THE TERM OF
THIS AGREEMENT, ARISE OR BE OCCASIONED BY THE NEGLIGENT OR
INTENTIONAL ACTS OF NAPA OR NAPA’S EMPLOYEES.
18. NOTICES. Whenever any notice, demand or request is required or permitted
hereunder, such notice, demand or request shall be hand-delivered in person or sent via
facsimile, by overnight mail through a reputable service, or by certified mail, return receipt
requested, to the addresses set forth below:
As to NAPA: Genuine Parts Company
804 Texas Street
Denton, TX 76209
Attn: James Brown
Telephone: (940) 349-8442
As to CUSTOMER: City of Denton
901B Texas Street
Denton, Texas 76209
Attn: Purchasing Manager
Telephone: (940) 349-7100
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Each such notice shall be deemed delivered (i) on the date of receipt if delivered by hand,
overnight courier service or if sent by facsimile, or (ii) on the date three (3) business days after
depositing with the United States Postal Service if mailed by registered or certified mail. Either
party may change its address specified for this notice by giving the other party at least ten (10)
days written notice in accordance with this Section 18.
19. FORCE MAJEURE / DAMAGE OF PREMISES.
(a) Whenever performance by either party of any of their respective obligations
(other than the obligation to make payment of money due hereunder) is substantially prevented
by reason of any act of God, other industrial or transportation disturbance, fire, floods, riots, acts
of enemies, national emergencies or by any other cause not within the reasonable control of such
party and not occasioned by its negligence, then such performance shall be excused and the
performance of such obligations under this Agreement shall be suspended for the duration of
such prevention and for a reasonable time thereafter.
(b) NAPA may terminate this Agreement immediately in the event that the
CUSTOMER’s premises are damaged by any casualty, or such portion of the premises is
condemned by any legally constituted authority, such as will make the CUSTOMER’s premises
unusable for the On Site Store(s) in the reasonable judgment of NAPA.
20. SUCCESSORS AND ASSIGNS. The provisions of this Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their respective officers,
directors, employees, successors and assigns. Notwithstanding the foregoing, the rights and
obligations of either party to this Agreement may not be assigned without the prior written
consent of the other party hereto, which consent shall not be unreasonably withheld.
21. AMENDMENTS. No amendment to this Agreement shall be binding on either
party hereto unless such amendment is in writing and executed by both parties with the same
formality as this Agreement is executed.
22. NO WAIVER OF RIGHTS. No failure of either party hereto to exercise any
power given such party hereunder or to insist upon strict compliance by the other party to its
obligations hereunder, and no custom or practice of the parties in variance with the terms hereof,
shall constitute a waiver of either party’s right to demand exact compliance with the terms
hereof.
23. LIMITATIONS ON RIGHTS OF THIRD PARTIES. All obligations of a
party under this Agreement are imposed solely and exclusively for the benefit of the parties, and
no other person shall, under any circumstances, be deemed to be a beneficiary of such
obligations.
24. INDEPENDENT CONTRACTOR. The parties hereto are independent
contractors. Nothing in this Agreement shall create or shall be deemed to create any fiduciary
relationship or the relationship of principal and agent, partnership, joint venturers or any other
similar or representative relationship between the parties hereto.
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25. CHOICE OF LAW. This Agreement shall be construed and interpreted under
the laws of the State of Georgia.
26. COUNTERPARTS. This Agreement may be executed in one or more
counterparts and each counterpart shall, for all purposes, be deemed an original, but all such
counterparts shall together constitute but one and the same instrument.
27. SECTION HEADINGS. Section titles or captions contained herein are inserted
only as a matter of convenience for reference and in no way define, limit, extend, or describe the
scope hereof or the intent of any provision hereof.
28. SEVERABILITY. In the event any part of this Agreement shall be finally
determined by a court of law to be illegal or unenforceable for any reason, then that illegal or
unenforceable part shall be severed from the Agreement, and the remaining terms shall continue
in full force and effect.
29. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of
the parties hereto and no prior representation, inducement, promise or agreement, oral or written,
between the parties not embodied herein shall be of any force and effect.
30. AMENDMENT TO INTEGRATED SUPPLY AGREEMENT. Simultaneous with the
execution of this Agreement, NAPA and CUSTOMER shall execute that certain Amendment to
Integrated Supply Agreement dated as of even date herewith, attached hereto as Exhibit C.
[Signatures Appear on Next Page]
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IN WITNESS WHEREOF, the parties hereto cause their hands and seals to be affixed
by their duly-authorized representatives effective as of the date and year first above written.
GENUINE PARTS COMPANY
By:
Name:
Title:
CITY OF DENTON, TEXAS
By:
Name:
Title:
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Stu Kambury
DVP
SOURCEWELL CONTRACT
EXHIBIT C
AMENDMENT TO INTEGRATED SUPPLY AGREEMENT
See attached.
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AMENDMENT TO INTEGRATED SUPPLY AGREEMENT BETWEEN
GENUINE PARTS COMPANY
AND
CITY OF DENTON, TEXAS
THIS AMENDMENT TO INTEGRATED SUPPLY AGREEMENT (this “Amendment”) is
entered into this __ day of ______, 20__ (the “Amendment Effective Date”) by and between
GENUINE PARTS COMPANY, a Georgia corporation (“NAPA”) and CITY OF DENTON,
TEXAS (“CUSTOMER”).
WHEREAS, NAPA and CUSTOMER are parties to that certain Integrated Supply Agreement
dated as of _______, 20__ (the “Agreement”) for the supply and sale of automotive parts and related
supplies at certain locations as required by CUSTOMER; and
WHEREAS, NAPA and CUSTOMER desire to amend the Agreement according to the terms
set forth below.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, NAPA and CUSTOMER hereby agree to amend the Agreement as follows:
1. All capitalized terms not otherwise defined herein shall have the meanings set forth in
the Agreement.
2. Primary Supplier. The definition of “Primary Supplier” in the Agreement is hereby
deleted and replaced with the following:
“ “Primary Supplier” shall mean the parts supplier that provides a minimum of ninety
percent (90%) of the Inventory needs of CUSTOMER; provided that (i) CUSTOMER
shall reserve the right to obtain certain parts and supplies considered to be critical to
service during emergency situations, or for which CUSTOMER determines it to be in its
best interest to retain purchasing control and (ii) CUSTOMER will maintain its own
contracts for the supply of fuel and certain operating department supplies to be issued
through the CUSTOMER’s Materials Management Distribution Center.”
3. Term. Section 3 of the Agreement is hereby deleted in its entirety and replaced with
the following:
“3. TERM. This Agreement shall begin the date this Agreement is fully executed
and shall expire on the date that is three (3) years from such date, or when terminated
earlier in accordance with the applicable terms and conditions stated herein. Following
the expiration of the initial three (3) year term, CUSTOMER shall have the option to
extend the term of this Agreement for two (2) additional one year periods.
Notwithstanding the foregoing, either party may terminate this Agreement at any time for
its convenience by giving the other party sixty (60) days prior written notice of such
termination.”
4. On-Site Personnel and Hours of Operation. Section 4(a) of the Agreement is hereby
revised to add the following to the end of such section:
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“NAPA shall provide a maximum number of seven (7) full-time on-site personnel
if required to meet the parts availability performance standards mutually agreed
upon by the CUSTOMER and NAPA. All of the assigned full-time personnel
shall be ASE Certified Parts Specialists. Counter personnel are responsible for
researching to insure the proper part is placed on order. NAPA will be
responsible for costs incurred when a wrong part is received. One of the seven (7)
full-time on-site personnel shall be a manager who has vast parts room
experience. The driver shall maintain a good driving record for the duration of
the contract.”
5. Deliveries. Section 4(b) of the Agreement is hereby deleted in its entirety and replaced
with the following:
“(b) In those circumstances when delivery is required by CUSTOMER, NAPA will
provide parts to CUSTOMER’s locations on a daily route basis. In addition, NAPA will
accelerate delivery by use commercially reasonable efforts to make delivery within one
hour if an item is in stock at another On Site Store in Denton, and within four hours if an
item is in stock at another NAPA store within the DFW metroplex, on those items
CUSTOMER requires to be delivered on an expedited basis. NAPA will make all
reasonable efforts to ensure prompt delivery to the CUSTOMER’s location(s) requesting
part(s). As noted in Section 4(i), there will, however, be instances, beyond the reasonable
control of NAPA, when a product is not available within the established performance
standards.”
6. Hours of Operation and Emergency Services. Section 4(e) of the Agreement is
hereby deleted in its entirety and replaced with the following:
“(e) Counter service shall be provided at the CUSTOMER’s Fleet Services parts
warehouse during normal hours of operation and will consist of no less than two (2)
NAPA employees during the hours of 7:00 a.m. to 7:00 p.m. Fleet Services is closed on
weekends and CUSTOMER holidays except for emergency situations. The normal hours
of operation may change due to the operational needs of Fleet Services and other
CUSTOMER Departments. NAPA shall provide overtime and emergency service support
outside of the normal working hours designated in this section. The overtime expense
(calculated at time and one half) will be charged on a cost basis to the CUSTOMER. The
CUSTOMER will notify NAPA when a requirement exists and the nature and anticipated
duration of the response needed from NAPA. NAPA shall use its best efforts to be on-
site to provide service with an appropriate complement of personnel within 30 minutes
(.5) hour of notification that such services are required. NAPA coverage for
Emergency Services shall be on a 24-hour basis until the emergency has cleared or as
directed by the CUSTOMER’s Fleet Superintendent. NAPA shall provide an Emergency
Personnel Contact List including a phone number, preferably mobile phone number,
where each person can be reached outside of normal working hours. CUSTOMER
prefers a main contact person, a backup person, and an emergency contact phone number
at NAPA’s corporate office.”
7. Duties and Responsibilities of NAPA. Section 4 of the Agreement is hereby amended
to add subsections (f)-(q) as follows:
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“(f) NAPA shall provide such other related services as may be required and directed
by the CUSTOMER. Advance approval is required in writing before access to any
facility after hours is authorized or any overtime is performed.
(g) NAPA will make available an average of 24 hours of training annually to
CUSTOMER Fleet Services technicians. This shall include, but not be limited to,
classroom and hands-on training, new and or current product review, new procedures and
ASE Certification training. The content and quality for such training will be mutually
agreed upon between CUSTOMER and NAPA.
(h) NAPA shall submit monthly reports to the CUSTOMER in the format generated
by NAPA’s TAMS computer system that include the following:
HUB201 – Order Summary Report – summarizes daily, MTD, YTD parts requests and
values for all CUSTOMER IBS locations
HUB203 – Open Parts Request Report/Unit Status Report – lists all open part requests by
Work Order or Unit Number, providing pertinent details about parts on order, such as
quantities, vendor, ETA and order status
HUB204 – Daily Transaction Report and MTD Recap – lists transactions that occur each
day including purchases, new returns, cores and warranties. Also highlighted is the
monthly transaction summary.
HUB205 – Fleet Availability Report – provides a rolling thirty-one (31) day review of the
number of daily out of service assets for the IBS location.
HUB206 – Inventory Snapshot Report – includes a snapshot of NAPA and CUSTOMER
owned inventory as of the current day and calculated form list prices. Report also shows
the end of the month inventory position for the previous twelve (12) months.
HUB208 – Demand Fill Rate Report – provides a rolling thirty-one (31) day review of
part fill rate percentages.
HUB209 – Summary Cost Comparison Report – summarizes daily, MTD and YTD cost
comparison data.
In addition NAPA shall, upon request, provide any such other reports which the
CUSTOMER may reasonably request which are capable of being produced by NAPA’s
TAMS computer system.
(i) NAPA shall provide 85% of parts requested on demand, and 95% of parts
requested within 24 hours of demand. There will, however, be instances, beyond the
reasonable control of NAPA, when a product is not available within the established
performance standards, in which case NAPA shall provide CUSTOMER with a daily
status update on the anticipated delivery of the part. The following listed events, and
other events beyond NAPA’s reasonable control, shall relieve NAPA from meeting the
above performance standards, and will be excluded when calculating the monthly order
fill rates so long as a daily update is provided to CUSTOMER. Example of such instances
include, but are not limited to:
• Products from a single source provider that are out of stock
• Products on backorder from the manufacturer
• Products that have to be, or that are requested to be, rebuilt
• Products that have to be fabricated
• Non-NAPA labor disputes, strikes, and other events beyond NAPA’s reasonable
control
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• Conditions out of NAPA's reasonable control, such as adverse traffic conditions,
distance to suppliers, logistic conflict with existing delivery demands, etc., may delay the
pickup of Products that are procured from off-site locations and NAPA will not be held
liable in any manner for such delayed deliveries. NAPA’s employees shall make such
deliveries in a manner consistent with safe and responsible driving practices.
(j) NAPA shall maintain a baseline target of 4.0 annual inventory turns for all
inventory items other than Critical Parts Inventory (as defined below). Annual inventory
turns is defined as the annual cost of goods sold divided by the average annual inventory
value, excluding Critical Parts Inventory. CUSTOMER and NAPA shall reserve the right
to request the removal of inventory items that are turning less than 4 times per year.
CUSTOMER staff shall evaluate the request of NAPA, and the stock levels, to determine
whether to maintain these items in inventory. “Critical Parts Inventory” means that
inventory which the parties may from time to time mutually agree is critical to
CUSTOMER’s operation. NAPA and CUSTOMER’s Fleet Manager shall in good faith
evaluate the composition of Critical Parts Inventory on a quarterly basis.
(k) CUSTOMER may request that NAPA accept return of merchandise already
delivered or that NAPA cancel an order prior to delivery. If the return is required
through no fault of NAPA, NAPA may invoice CUSTOMER for a reasonable restocking
charge based on the restocking fee charged by the applicable manufacturer or supplier;
provided that NAPA may not charge a restocking fee in excess of ten percent (10%)
without CUSTOMER’s prior written consent. If a manufacturer or supplier restocking
fee is in excess of ten percent (10%) and CUSTOMER does not agree to pay such charge,
NAPA shall not be required to return the item at issue, and may invoice CUSTOMER for
such item.
(l) CUSTOMER’s vehicle and equipment inventory changes constantly and as a
result parts stocked by NAPA may become excess or obsolete in relation to
CUSTOMER’s fleet. CUSTOMER and NAPA shall review inventory biannually to
determine whether any inventory then in stock is excess or obsolete inventory. Upon
request by the CUSTOMER, NAPA shall make commercially reasonable efforts to return
for credit and/or exchange for current stock needs any parts for vehicles or equipment
which CUSTOMER determines are no longer needed, are out of date, constitute excess
inventory, or are obsolete.
(m) CUSTOMER has the right to conduct quarterly parts price comparison to ensure
the CUSTOMER is obtaining the best value. NAPA and CUSTOMER shall develop
mutually agreeable random comparison criteria for comparing prices paid for the top fifty
(50) parts issued to CUSTOMER with those paid by other contracted NAPA IBS entities
in CUSTOMER’s region.
(n) NAPA shall implement a Quality Assurance Program for the management of the
parts supply function. The program shall include provisions for meeting specified
performance standards, for providing high quality parts, and for providing a high level of
customer service. A mandatory component of the Quality Assurance Program shall be
periodic customer satisfaction surveying with CUSTOMER, conducted at meetings
between CUSTOMER and NAPA. At a minimum, NAPA shall meet with CUSTOMER
annually and conduct a survey of CUSTOMER’s maintenance, administrative and
operating department personnel to determine customer satisfaction and attempt to address
any ongoing issues.
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(o) CUSTOMER maintains a cataloging system for all chemicals, chemical
compounds, and chemical mixtures. NAPA shall provide a Material Safety Data Sheet
(MSDS) for all chemicals and parts containing any potential hazardous material. The
MSDS documents shall be kept up-to-date and available to CUSTOMER staff at all
times.
(p) NAPA shall provide authorized representatives of the CUSTOMER, at all
reasonable times, access to and copies of all electronic and hard data, books, records,
correspondence, instructions, plans, drawings, receipts, vouchers, time cards, and
memoranda related to the Agreement, and shall provide cost verification for parts
provided to the CUSTOMER under the terms of this Agreement within a commercially
reasonable time after the request, not to exceed 10 business days.
(q) NAPA agrees to arrange for third parties to handle the disposal and/or recycling
of used motor oil, used oil filters, used hydraulic fluid, used anti-freeze, used refrigerant,
scrap tire casings, used batteries, and battery acid, but will not be directly involved in the
actual disposal of such items. NAPA shall use reasonable commercial efforts to only use
Disposal Companies approved by the CUSTOMER to comply with “Cradle to Grave”
liability for generated waste products. NAPA SHALL DEFEND THE CUSTOMER
FROM ANY LIABILITY CAUSED BY NEGLIGENT ACTS OF NAPA’S
EMPLOYEES, AND ASSIST THE CUSTOMER IN PROCESSING ANY CLAIM
THAT MAY ARISE AGAINST SUCH THIRD PARTY ASSOCIATED WITH
THE DISPOSAL OF THE ITEMS. CUSTOMER reserves the right to select all, some
or none of the items for disposal. Disposal of any such products shall be only in a
manner prescribed by Federal, State and local laws. NAPA shall immediately convey to
the CUSTOMER, all documentation received including but not limited to manifests and
other records for shipping and disposal of such products to ensure proper disposal,
handling and shipping, for permanent retention, in accordance with all applicable laws.
All recycled items shall be billed to CUSTOMER at a pass-through cost only. Any
revenue generated through the disposal plan shall be returned to the CUSTOMER’s
Contract Administration Supervisor at the following address:
City of Denton Purchasing
Attn: Contract Administration Supervisor
901 B Texas Street
Denton, TX 76209.
8. Pricing/Payment Terms. Section 7 of the Agreement is hereby deleted in its entirety and
replaced with the following:
7. PRICING/PAYMENT TERMS. NAPA shall invoice the CUSTOMER for all
inventory purchased pursuant to this contract on a monthly basis according to the pricing
plan below. CUSTOMER agrees to pay the entire amount of all statements received
from NAPA within thirty (30) days following receipt of any such statement. If
CUSTOMER has not paid the entire amount of all statements received from NAPA
within thirty (30) days following receipt of such invoice, CUSTOMER’s services may
be suspended at CUSTOMER’s sole cost and expense, until previously “undisputed”
invoiced amount has been paid in full. No prompt pay discount is available under this
Agreement.
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The overall goal of CUSTOMER’s pricing plan is to achieve a ten percent (10%) net profit
for NAPA (the “Net Profit Target”). CUSTOMER’s pricing plan is comprised of
the following elements:
(a) Product Costs. The pricing of the inventory to be supplied to CUSTOMER by
NAPA pursuant to this Agreement. Product Costs shall be divided into “NAPA
Product Costs,” which is the pricing of NAPA branded or NAPA cataloged supplier
manufactured products, and “Non-NAPA Product Costs,” which is the pricing of
products which have not been manufactured by NAPA suppliers or do not exist in
NAPA’s proprietary catalog system but which have been acquired for CUSTOMER
by NAPA pursuant to this Agreement.
(b) Outside Purchases or Services Costs. Outside Purchases or Services Costs is the
pricing of those parts or services not traditionally stocked or performed by NAPA.
(c) Operational Costs. Any and all costs and expenses associated with the operation of
the On Site Store(s), including, but not limited to, the Corporate Allocation Expenses
(as defined below), any and all costs and expenses charged to NAPA or incurred by
NAPA, vehicle gas and maintenance costs, salary and benefits payable to NAPA
employees at the On Site Store(s), worker’s compensation benefits and insurance,
unemployment insurance, personal property insurance for the On Site Store(s),
inventory, any deductible for losses covered under the insurance policies of NAPA,
and all equipment supplied by NAPA; provided that NAPA may not provide an increase in
salary to any of its employees in excess of three percent (3%) per year without
CUSTOMER’s prior written approval. Corporate Allocation Expenses may include, but
are not limited to, inventory investment expense, pension funding cost, executive fees,
accounting fees, general office fees, and shared service expense. An example of a profit
and loss statement reflecting such costs and expenses is attached hereto as Exhibit I.
CUSTOMER acknowledges and agrees that the costs and expenses reflected on the
profit and loss statement set forth on Exhibit I are subject to change based on actual
monthly costs, expenses or Corporate Allocation Expenses incurred relative to the
operation of the On Site Store(s). To achieve economies of scale, NAPA utilizes certain
headquarter and corporate personnel or assets in the performance of this contract. As a
result, each On Site Store location is charged a Corporate Allocation Expense which is
calculated as a percentage of sales for each contract year. As such, there is not a
supportive invoice for such expenses other than an annual allocation rate statement.
This Corporate Allocation Expense allows NAPA to have fewer employees performing
mundane or menial tasks such as paper work and filing at the On Site Store(s) allowing
NAPA counter personnel to focus more attention on serving the On-Site Store
operations and maximizing on-site cost efficiency. Notwithstanding the foregoing, the
Corporate Allocation Expenses that NAPA invoices to CUSTOMER shall not exceed
$37,500. annually at CUSTOMER’s location; provided that in the event CUSTOMER’s
Product Costs are in excess of $3,000,000, NAPA and CUSTOMER agree that they shall
meet and in good faith negotiate a potential increase in Corporate Allocation Expenses
above the annual cap.
(d) Management Fee. CUSTOMER shall be billed a Management Fee (as
defined below) on a monthly basis in accordance with the terms below.
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PRICING PLAN SUMMARY
NAPA Product Costs
Non-NAPA Product Costs
and Outside Purchases and
Services
Billed to CUSTOMER at Current NAPA
Jobber Acquisition Cost
Billed to CUSTOMER at a 0% gross profit rate
Operational Costs Billed to CUSTOMER at cost or at the current
corporate annual allocation rate for those services
performed by headquarter and corporate
personnel.
Management Fee Billed to CUSTOMER in accordance with the
terms below
Net Profit Target
10% net profit for NAPA
NAPA Product Costs shall be billed to CUSTOMER at Current NAPA Jobber
Acquisition Cost. Non-NAPA Product Costs and Outside Purchases/Services shall be set
by NAPA to yield a gross profit of zero percent (0%). Operational costs will be charged
to CUSTOMER at cost or at the current corporate annual allocation rate for those
services performed by headquarter and corporate personnel, with all such charges for
Operational Costs to be included in CUSTOMER’s monthly billing statement.
CUSTOMER will be billed at the end of each month for operational costs on an “in
arrears” basis.
CUSTOMER shall pay to NAPA on a monthly basis a management fee equal to ten
percent (10%) of the Total Monthly Net Sales (as defined below) during the preceding
month (the “Management Fee”). For purposes hereof, “Total Monthly Net Sales” means
the total dollar amount of all products (both NAPA and Non-NAPA) and outside purchases
and services sold to the CUSTOMER during the preceding month at the costs set forth in
the pricing plan summary above less purchase returns.
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NAPA shall obtain three (3) price quotes for all non-NAPA brand parts exceeding
$3,000. The lowest quoted part, meeting specifications, shall be purchased for sale to the
CUSTOMER upon written approval by the CUSTOMER’s Fleet Superintendent, or his
designee. For audit purposes, NAPA shall attach “3-bid Quote forms” with approval
signatures to all invoices containing parts covered under the requirements of this
paragraph.
CUSTOMER agrees to encumber sufficient funds necessary to cover the anticipated
amount of all financial obligations owed to NAPA, including but not limited to,
projected operational expenses, product to be purchased from NAPA, non-NAPA
inventory buy- back, and agreed profit for the applicable state fiscal year. The parties
agree to mutually work together to adjust the amount if such amount must be increased
during the term of the contract. CUSTOMER retains the right to exercise the
provisions of the City of Denton Standard Terms and Conditions attached hereto as
Exhibit G if the governing body does not award funding for the contract.
The contract total for services shall not exceed an annual amount of $4,000,000 for a total
not-to-exceed amount of $12,000,000 during the initial three (3) year term of this
Agreement.”
9. Insurance. Section 8(b) of the Agreement is hereby deleted in its entirety and replaced
with the following:
“(b) NAPA shall maintain during the term of this Agreement the insurance set forth in
the insurance requirements attached hereto as Exhibit F. In addition, NAPA shall
maintain personal property insurance during the term of this Agreement in an amount
sufficient to cover any loss or damage to the Inventory and any other personal property
owned by NAPA that is located at the On Site Store(s).”
10. Personnel. Section 10 of the Agreement is hereby deleted in its entirety and replaced
with the following:
“10. PERSONNEL. NAPA and CUSTOMER shall attempt in good faith to
mutually agree upon the identity of the persons that will be selected to staff the
On Site Store(s). All of the assigned full-time personnel shall be ASE Certified
Parts Specialists. NAPA shall select personnel with outstanding customer service
skills to perform the services outlined in this Agreement. NAPA shall provide
evidence of certificates or any other special training of personnel responsible for
performing services outlined in this Agreement. All NAPA personnel shall obtain
at least one (1) ASE Parts P1 or P2 Certification within nine (9) months from the
Effective Date. In the event that CUSTOMER for any reason wishes to remove
or replace any of the NAPA personnel in the On Site Store(s), the parties will
attempt to resolve CUSTOMER’s request by mutual agreement.
11. Choice of Law. Section 25 of the Agreement is hereby deleted in its entirety and
replaced with the following:
“25. CHOICE OF LAW, JURISDICTION, VENUE. This Agreement shall be
construed and interpreted under the laws of the State of Texas, and jurisdiction and
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venue for any cause of action shall be in Denton County, Texas.”
12. City of Denton Standard Terms and Conditions. The Agreement is hereby amended
to add a new Section 31 as follows:
“31. CUSTOMER STANDARD TERMS AND CONDITIONS. The City of
Denton Standard Purchase Terms and Conditions are attached hereto as Exhibit G (the
“CUSTOMER Terms and Conditions”). In the event of a conflict between any of the
terms set forth in this Agreement and the CUSTOMER Terms and Conditions, the
CUSTOMER Terms and Conditions shall control. In the CUSTOMER Terms and
Conditions, NAPA shall be referred to as “Contractor” or “Supplier”, and CUSTOMER
shall be referred to as the “City” or “Buyer”.”
13. Conflict. Except as hereby amended, the Agreement shall remain unchanged in full
force and effect, and the Agreement remains enforceable against each of the parties and is hereby ratified
and acknowledged by each of the parties. If there is any conflict between the terms and provisions of the
Agreement and the terms and provisions of this Amendment, this Amendment shall control.
14. Counterparts. This Amendment may be executed in one or more counterparts and each
counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together
constitute but one and the same instrument.
15. 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.
16. 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.
[Signatures Appear on Next Page]
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IN WITNESS WHEREOF, the parties hereto cause their hands and seals to be affixed by their
duly-authorized representatives effective as of the date and year first above written.
NAPA:
GENUINE PARTS COMPANY
By:
Name:
Title:
CUSTOMER:
_________________________
By:
Name:
Title:
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CITY OF DENTON
DVP
Stu Kambury
Sourcewell Contract
EXHIBIT D
ASSIGNMENT
See attached.
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ASSIGNMENT
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of
which are hereby acknowledged, GENUINE PARTS COMPANY, a Georgia corporation
(hereinafter “Assignor”), hereby assigns, transfers, sets over and delivers to [JOBBER/POP,
________________________(hereinafter “Assignee”), all of Assignor’s rights, obligations and
interest, including any options to renew or extend the contract term, in those certain location(s)
as set forth below, as governed by the Integrated Supply Agreement dated by and between
Genuine Parts Company and __[CUSTOMER]____________(the “Integrated Supply
Agreement”).
Location(s): ___________________________________________
Assignee hereby accepts the assignment of the Integrated Supply Agreement, agrees to
provide the services and perform all other obligations required to be performed by “NAPA” in
said Integrated Supply Agreement at the times and in the manner set forth in said Integrated
Supply Agreement, and shall be bound by all other terms, covenants and conditions of said
Integrated Supply Agreement with regard to the location(s) set forth above, all with the same
force and effect as if Assignee were originally named as “NAPA” therein.
CITY OF DENTON hereby consents to the above assignment of the Integrated Supply
Agreement on the terms set forth herein.
The parties hereto agree that the assignment as set forth herein shall be effective as of
midnight on .
IN WITNESS WHEREOF, the undersigned have set their hands this day of
, 20 .
ASSIGNOR: ASSIGNEE:
GENUINE PARTS COMPANY [JOBBER/POP]
By: By:
Name: Name:
Its: Its:
Agreed and acknowledged:
CITY OF DENTON
By:
Name:
Its:
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EXHIBIT E
SOURCEWELL CONTRACT
On file at the purchasing agent office.
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EXHIBIT F
INSURANCE REQUIREMENTS
See attached.
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INSURANCE REQUIREMENTS AND WORKERS’ COMPENSENTATION
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
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more than one insured shall not operate to increase the insurer's limit
of liability.
Cancellation: The Contractor will endeavor to provide the City at least 30
day written notice should any of the policies described on the
certificate be cancelled or materially changed before the expiration date.
Should any of the required insurance be provided under a claims made
form, Contractor shall maintain such coverage continuously throughout
the term of this contract and, without lapse, for a period of three years
beyond the contract expiration, such that occurrences arising during the
contract term which give rise to claims made after expiration of the contract
shall be covered.
Should any 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 per occurrence 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.
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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.
[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 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
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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.
[ ] 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
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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.
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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/beverage vendors, office supply deliveries, and
delivery of portable toilets.
B. The contractor shall provide coverage, based on proper reporting of classification codes
and payroll amounts and filing of any overage agreements, which meets the statutory
requirements of Texas Labor Code, Section 401.011(44) for all employees of the
Contractor providing services on the project, for the duration of the project.
C. The Contractor must provide a certificate of coverage to the governmental entity prior to
being awarded the contract.
D. If the coverage period shown on the contractor's current certificate of coverage ends during the
duration of the project, the contractor must, prior to the end of the coverage period, file a
new certificate of coverage with the governmental entity showing that coverage has been
extended.
E. The contractor shall obtain from each person providing services on a project, and provide to
the governmental entity:
1. a certificate of coverage, prior to that person beginning work on the project, so
the governmental entity will have on file certificates of coverage showing coverage
for all persons providing services on the project; and
2. no later than seven days after receipt by the contractor, a new certificate of coverage
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showing extension of coverage, if the coverage period shown on the current
certificate of coverage ends during the duration of the project.
F. The contractor shall retain all required certificates of coverage for the duration of the project
and for one year thereafter.
G. The contractor shall notify the governmental entity in writing by certified mail or personal
delivery, within 10 days after the contractor knew or should have known, of any change
that materially affects the provision of coverage of any person providing services on the
project.
H. The contractor shall post on each project site a notice, in the text, form and manner
prescribed by the Texas Workers' Compensation Commission, informing all persons
providing services on the project that they are required to be covered, and stating how a
person may verify coverage and report lack of coverage.
I. The contractor shall contractually require each person with whom it contracts to provide
services on a project, to:
1. provide coverage, based on proper reporting of classification codes and payroll
amounts and filing of any coverage agreements, which meets the statutory
requirements of Texas Labor Code, Section 401.011(44) for all of its employees
providing services on the project, for the duration of the project;
2. provide to the contractor, prior to that person beginning work on the project, a certificate
of coverage showing that coverage is being provided for all employees of the person
providing services on the project, for the duration of the project;
3. provide the contractor, prior to the end of the coverage period, a new certificate of
coverage showing extension of coverage, if the coverage period shown on the current
certificate of coverage ends during the duration of the project;
4. obtain from each other person with whom it contracts, and provide to the contractor:
a. a certificate of coverage, prior to the other person beginning work on the project; and
b. a new certificate of coverage showing extension of coverage, prior to the end of the
coverage period, if the coverage period shown on the current certificate of coverage
ends during the duration of the project;
5. retain all required certificates of coverage on file for the duration of the project and
for one year thereafter;
6. notify the governmental entity in writing by certified mail or personal delivery, within
10 days after the person knew or should have known, of any change that materially
affects the provision of coverage of any person providing services on the project; and
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.
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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.
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EXHIBIT G
CITY OF DENTON STANDARD PURCHASE TERMS AND CONDITIONS
See attached.
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Standard Purchase Terms and Conditions
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 use commercially
reasonable efforts to cause it manufacturers to 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 the deliverables.
6. DELIVERY TERMS AND TRANSPORTATION CHARGES: All normally stocked,
and locally available, items will be furnished FOB Destination, Prepaid and Allowed, and all non-
stock items, non-locally available items, special/custom and emergency orders will be
furnished FOB Destination, Prepaid and Added, which means that Contractor initially pays the
freight and then adds the freight charges to its invoice to the City for reimbursement.
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
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has the right to inspect the Contractor’s, or the Contractor’s Subcontractor’s, facilities, or the
deliverables at the Contractor’s, or the Contractor’s Subcontractor’s, premises, the Contractor shall
furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance
to the City to facilitate such inspection.
8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables
must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity.
Any non-complying tender shall constitute a breach and the Contractor shall not have the right to
substitute a conforming tender; provided, where the time for performance has not yet expired, the
Contractor may notify the City of the intention to cure and may then make a conforming tender
within the time allotted in the contract.
9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to
the sites where the Contractor is to perform the services as required in order for the
Contractor to perform the services in a timely and efficient manner, in accordance with and
subject to the applicable security laws, rules, and regulations. The Contractor acknowledges
that it has satisfied itself as to the nature of the City’s service requirements and
specifications, the location and essential characteristics of the work sites, the quality and
quantity of materials, equipment, labor and facilities necessary to perform the services, and any
other condition or state of fact which could in any way affect performance of the Contractor’s
obligations under the contract. The Contractor hereby releases and holds the City harmless from
and against any liability or claim for damages of any kind or nature if the actual site or service
conditions differ from expected conditions.
The contractor shall, at all times, exercise reasonable precautions for the safety of their employees,
City Staff, participants and others on or near the City’s facilities.
10. WORKFORCE
A. The Contractor shall employ only orderly and competent workers, skilled in the performance
of the services which they will perform under the Contract.
B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while
engaged in participating or responding to a solicitation or while in the course and scope of
delivering goods or services under a City of Denton contract or on the City's property.
i. use or possess a firearm, including a concealed handgun that is licensed under state law,
except as required by the terms of the contract; or
ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled
substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on
the job.
C. If the City or the City's representative notifies the Contractor that any worker is incompetent,
disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed
any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the
Contractor shall immediately remove such worker from Contract services, and may not employ
such worker again on Contract services without the City's prior written consent.
Immigration: The Contractor represents and warrants that it shall comply with the requirements
of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification
and retention of verification forms for any individuals hired on or after November 6, 1986, who
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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.
13. PAYMENT:
A. All proper invoices need to be sent to Accounts Payable. A copy of the invoice shall be sent to
Fleet Services on the same day. 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
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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 dispute any invoice submitted by Contractor, in accordance with provisions of
Texas Government Code 2251.
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.
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. The City warrants and represents that it reasonably believes that it will have sufficient
funds to make all payments due pursuant to the contract, and hereby covenants that it will do all
things lawfully within its power to obtain, maintain, request and pursue funds from which the
said payments may be made.
14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the
Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the
term of this contract, the contractor shall bill and the City shall reimburse contractor for all
reasonable and approved out of pocket expenses which are incurred in the connection with the
performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by
the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise
negotiated.
15. FINAL PAYMENT AND CLOSE-OUT:
A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified
Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance
Report to the Purchasing Manager no later than the 15th calendar day after completion of all work
under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in
compliance with the requirements as accepted by the City.
B. The making and acceptance of final payment will constitute:
i. a waiver of all claims by the City against the Contractor, except claims (1) which have
been previously asserted in writing and not yet settled, (2) arising from defective work appearing
after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the
terms of any warranty specified herein, (4) arising from the Contractor’s continuing obligations
under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising
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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 two 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, 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. Audit results will be based upon
overcharges and undercharges being combined to determine the net impact. If the audit results in
a net overcharge, Contractor will issue a check to the City equal to the net overcharge amount. The
cost of the audit will be borne by the City.
B. Failure to comply with the provisions of this section shall be a material breach of the Contract
and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the
terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to
include drafts and electronic files, even if such drafts or electronic files are subsequently used to
generate or prepare a final printed document.
18. SUBCONTRACTORS:
A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor
shall comply with all requirements approved by the City. The Contractor shall not initially employ
any Subcontractor except as provided in the Contractor’s Plan. The Contractor shall not substitute
any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in
writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or
remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan
has been approved, the Contractor is additionally required to submit a monthly Subcontract
Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day
of each month.
B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract
between the Contractor and Subcontractor. The terms of the subcontract may not conflict with
the terms of the Contract, and shall contain provisions that:
i. Require that all deliverables to be provided by the Subcontractor be provided in strict
accordance with the provisions, specifications and terms of the Contract;
ii. Prohibit the Subcontractor from further subcontracting any portion of the Contract
without the prior written consent of the City and the Contractor. The City may require,
as a condition to such further subcontracting, that the Subcontractor post a payment
bond in form, substance and amount acceptable to the City;
iii. Require Subcontractors to submit all invoices and applications for payments, including
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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.
E. For the avoidance of any doubt, the parties agree that the term ‘Subcontractors’ as used
herein and throughout these terms and conditions and RFP shall specifically exclude all
third party suppliers and manufacturers of the products sold hereunder and all third party
delivery service providers (i.e. UPS and FedEx).
19. WARRANTY-PRICE: 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.
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, and security interests. The Contractor shall indemnify and hold the City harmless from and
against all adverse title claims to the deliverables.
21. WARRANTY – DELIVERABLES: INTENTIONALLY DELETED.
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. ALL OTHER
WARRANTIES, OBLIGATIONS AND LIABILITIES OF CONTRACTOR ARE EXCLUDED,
WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING,
WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE.
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
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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.
23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: The
City will not accept incomplete or non-conforming commodities or parts, and shall dispute any
invoiced amount for such, in accordance with the provisions of Texas Government Code 2251.
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. Likewise, the City shall be in default under the Contract if the City (a) fails to fully,
timely and faithfully perform any of its material obligations under the Contract or (b) becomes
insolvent or seeks relief under the bankruptcy laws of the United States.
27. TERMINATION FOR CAUSE: In the event of a default by either party, the other party 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 defaulting party, within
such ten (10) day period, cures such default, or provides evidence sufficient to prove to the other
party’s reasonable satisfaction that such default does not, in fact, exist. Either party may pursue all
remedies available to it at law or in equity, including without limitation, remedies at law in a court
of competent jurisdiction, in the State of Texas. 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: Either party shall have the right to terminate
the Contract, in whole or in part, without cause any time upon ninety (90) calendar days’ prior
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written notice. Upon receipt of a notice of termination, both parties 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 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
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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. To the extent permitted by contract or
law, Contractor shall take all such steps as are necessary in order to assign or otherwise extend
to the City the full benefit of any representations, warranties, indemnities and other
protections that Contractor has received or to which Contractor is otherwise a beneficiary
with respect to any product (including any representation, warranty, indemnity or other
protection provided by the manufacturer of any product). Additionally, Contractor agrees to
use commercially reasonable efforts to ensure that its contracts and other agreements with the
manufacturers of any product permit the assignment of any such representations, warranties,
indemnities and other protections to subsequent commercial purchasers of the applicable
products (including the City).
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.
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:
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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 for
any of the indemnified claims set forth above and assumed by Contractor.
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.
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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 Contractor shall provide the City good and indefeasible
title to the deliverables.
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: INTENTIONALLY DELETED.
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.
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40. ADVERTISING: The Contractor shall not advertise or publish, without the City’s prior
consent, the fact that the City has entered into the Contract, except to the extent required by law.
41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has
been employed or retained to solicit or secure the Contract upon any agreement or understanding
for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona
fide established commercial or selling agencies maintained by the Contractor for the purpose of
securing business. For breach or violation of this warranty, the City shall have the right, in addition
to any other remedy available, to cancel the Contract without liability and to deduct from any
amounts owed to the Contractor, or otherwise recover, the full amount of such commission,
percentage, brokerage or contingent fee.
42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without
liability if it is determined by the City that gratuities were offered or given by the Contractor or
any agent or representative of the Contractor to any officer or employee of the City of Denton with
a view toward securing the Contract or securing favorable treatment with respect to the awarding
or amending or the making of any determinations with respect to the performing of such contract.
In the event the Contract is canceled by the City pursuant to this provision, the City shall be
entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost
incurred by the Contractor in providing such gratuities.
43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer,
employee, independent consultant, or elected official of the City who is involved in the
development, evaluation, or decision-making process of the performance of any solicitation shall
have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any
willful violation of this section shall constitute impropriety in office, and any officer or employee
guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation
of this provision, with the knowledge, expressed or implied, of the Contractor shall render the
Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of
Interest Questionnaire.
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
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assignment or delegation by the Contractor shall be void unless made in conformity with this
paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity
not a party hereto; it being the intention of the parties that there are no third party beneficiaries to
the Contract.
46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole
or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation
is supported by consideration and is in writing signed by the aggrieved party. No waiver by
either the Contractor or the City of any one or more events of default by the other party shall
operate as, or be construed to be, a permanent waiver of any rights or obligations under the
Contract, or an express or implied acceptance of any other existing or future default or
defaults, whether of a similar or different character.
47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by
both parties. No pre-printed or similar terms on any the Contractor invoice, order or other
document shall have any force or effect to change the terms, covenants, and conditions of the
Contract.
48. INTERPRETATION: The Contract is intended by the parties as a final, complete and
exclusive statement of the terms of their agreement. No course of prior dealing between the parties
or course of performance or usage of the trade shall be relevant to supplement or explain any term
used in the Contract. Although the Contract may have been substantially drafted by one party, it
is the intent of the parties that all provisions be construed in a manner to be fair to both parties,
reading no provisions more strictly against one party or the other. Whenever a term defined by the
Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC
definition shall control, unless otherwise defined in the Contract.
49. DISPUTE RESOLUTION:
A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to
negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing
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
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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 or Contractor 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.
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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, 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: INTENTIONALLY DELETED. The parties agree
that Contractor will not be required to comply with the requirements of the Buy-American Act
under this Contract.
58. 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.
59. 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 will be passed on to the City
and included in the Corporate Allocation Expenses for reimbursement.
60. 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).
61. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The
contractor shall comply with all applicable 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.
62. 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 of 1978, dealing with issuance of Form W-2's to common law
employees. Respondent is responsible for both federal and State unemployment insurance
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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.
63. 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.
64. 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, and subcontractors, 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.
65. 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.
66. 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.
67. 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.
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68. 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 two (2) 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.
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Exhibit H
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.
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EXHIBIT I
SAMPLE PROFIT AND LOSS STATEMENT
See attached.
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INVOICE
Genuine Parts Co
dba- NAPA Auto Parts
635 Freeport Parkway
Coppell Texas 75019
IBS Operational Expense Invoice
Sold to:
Date :
October 15, 2019
City of Denton IBS
Invoice No: 471 1909
Account # : City of Denton Bill Back Account
Description of Billing:
Sep-19 OPERATIONAL EXPENSE FOR PARTS DEPARTMENT $ 59,854
Note: See attached Summary detail
Remit payments to: Genuine Parts Company
dba- NAPA Auto Parts
P.O. Box 848033
Dallas TX 75284-8033
DocuSign Envelope ID: 68EBD19D-1638-471E-BADF-F888A81056DC
SOURCEWELL CONTRACT
IBS Expense Summary
Disclaimer- Individual Line item values stated in dollars,Section totals rounded to dollars from original
values
City of Denton IBS CURRENT % TO
Sep-19 MONTH SALES
Customer Part Purchases $281,188.42 100.00%
Cost of Goods to NAPA $281,542.30 100.13%
Gross Markup Margin ($353.88) -0.13%
Management/Admin Expenses (Corporate Allocations)
$3,514.85
1.25%
Manager/Counter Salaries $18,283.16 6.50%
Employee Pension/401K $1,265.35 0.45%
Group Insurance/Benefits Other $2,246.47 0.80%
Workers Comp Insurance $0.00 0.00%
Payroll Taxes(Fed, State, Local) $1,334.31 0.47%
Total IBS Payroll Expenses $23,129.29 8.23%
Delivery Truck Insurance $355.20 0.13%
Delivery Maintenance/Gas $824.60 0.29%
Truck Payment $100.00 0.04%
Store Expenses $298.15 -0.11%
Computers and Support Equipment $627.48 0.22%
Taxes - Not Income $1,018.09 0.36%
Freight and Postage $1,044.80 -0.73%
Insurance $433.97 0.15%
Training $35.00 0.01%
Total IBS Misc Expenses $4,737.29 0.37%
Total Expenses $31,381.43 9.85%
Gross Margin Less Expenses ($31,735.31) -9.98%
Miscellaneous Adjustments $0.00 0.00%
IBS Management Fee $59,854.15 19.73%
NAPA Return on Investment $28,118.84 10.00%
DocuSign Envelope ID: 68EBD19D-1638-471E-BADF-F888A81056DC
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: 68EBD19D-1638-471E-BADF-F888A81056DC
GENUINE PARTS COMPANY dba NAPA AUTO
PARTS
J
Stu Kambury
None
12/31/2019
X
X
X
X
Certificate Of Completion
Envelope Id: 68EBD19D1638471EBADFF888A81056DC Status: Sent
Subject: Please DocuSign: City Council Contract 7136-Genuine Parts Company dba NAPA Auto Parts
Source Envelope:
Document Pages: 65 Signatures: 6 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
12/31/2019 2:04:39 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: 12/31/2019 2:24:56 PM
Viewed: 12/31/2019 2:25:08 PM
Signed: 12/31/2019 2:26:19 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
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(None)
Signature Adoption: Pre-selected Style
Using IP Address: 129.120.6.150
Sent: 12/31/2019 2:26:24 PM
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Signed: 12/31/2019 2:55:08 PM
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Mack Reinwand
mack.reinwand@cityofdenton.com
City of Denton
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Stu Kambury
skambury@yahoo.com
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Using IP Address: 107.77.198.8
Signed using mobile
Sent: 12/31/2019 3:06:00 PM
Resent: 12/31/2019 3:15:14 PM
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Signed: 12/31/2019 3:59:39 PM
Electronic Record and Signature Disclosure:
Accepted: 12/31/2019 3:54:53 PM
ID: 1ad3979f-df20-4c1b-8fef-65935e5e9ec6
Signer Events Signature Timestamp
ethan cox
ethan.cox@cityofdenton.com
Director of Public Works
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(None)Signature Adoption: Pre-selected Style
Using IP Address: 129.120.6.150
Sent: 12/31/2019 3:59:45 PM
Viewed: 1/2/2020 9:48:18 AM
Signed: 1/2/2020 9:48:45 AM
Electronic Record and Signature Disclosure:
Accepted: 8/7/2018 4:24:18 PM
ID: feebacc3-151e-47bb-af6d-be8889ffcb35
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
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(None)
Sent: 1/2/2020 9:48:51 AM
Electronic Record and Signature Disclosure:
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Todd Hileman
Todd.Hileman@cityofdenton.com
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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
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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: 12/31/2019 2:26:24 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: 1/2/2020 9:48:51 AM
Carbon Copy Events Status Timestamp
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jane Richardson
jane.richardson@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Zolaina Parker
Zolaina.Parker@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Terry Kader
terry.kader@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 1/2/2020 9:48:51 AM
Payment Events Status Timestamps
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Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Stu Kambury, ethan cox, Todd Hileman
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City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 20-199,Version:1
AGENDA CAPTION
Consider adoption of an ordinance of the City of Denton,a Texas home-rule municipal corporation,authorizing
the City Manager,or his designee,to utilize a contract through National Intergovernmental Purchasing Alliance
Company dba OMNIA Partners,Public Sector,for the purchase of motor vehicle fuels for use by all City
departments,as awarded by the City of Fort Worth Contract #53316;and providing an effective date (File 7251
-awarded to Martin Eagle Oil Company,Inc.,for one (1)year,with the option for four (4)additional one (1)
year extensions, in the total five (5) year not-to-exceed amount of $16,000,000).
City of Denton Printed on 1/24/2020Page 1 of 1
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City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Procurement & Compliance
CFO: Antonio Puente, Jr.
DATE: January 28, 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 utilize a contract through National Intergovernmental
Purchasing Alliance Company dba OMNIA Partners, Public Sector, for the purchase of motor vehicle fuels
for use by all City departments, as awarded by the City of Fort Worth Contract #53316; and providing and
effective date (File 7251 – awarded to Martin Eagle Oil Company, Inc., for one (1) year, with the option
for four (4) additional one (1) year extensions, in the total five (5) year not-to-exceed amount of
$16,000,000).
INFORMATION /BACKGROUND
The City of Denton currently purchases fuel from a National IPA contract that was put together by the City
of Fort Worth. Denton has used a form of this contract for the past 10 years. This contract has been bid and
serviced by Martin Eagle Oil Company, Inc.
This request is for awarding a contract for the bulk supply of a variety of motor vehicle fuels to include
diesel, biodiesel, regular unleaded gasoline, and E85 Ethanol to OMNIA Partners, Public Sector (formerly
National IPA). The OMNIA Partners contract is serviced by a local Denton vendor, Martin Eagle Oil
Company, Inc.
In FY18/19 the City of Denton purchased 1.31 million gallons of liquid fuel, at a cost of $2,833,972. This
includes Regular Unleaded, E85 Ethanol, Diesel, and Biodiesel products. These amounts and costs include
fuel ordered for the DCTA and billed back at cost plus 1.5%. The City also purchased 40,600 gallons of
Diesel Exhaust Fluid (DEF) at a cost of $75,134.
Annual total fuel spend history is as follows:
2016 - $2,057,179
2017 - $2,460,093
2018 - $2,486,153
2019 - $2,909,106
It is anticipated that fuel quantities and costs could increase over the life of the contract due to anticipated
changes in the make-up of the City fleet, future growth and overall oil market volatility.
The requested five (5) year total award amount is $16,000,000 includes a 3% per year inflationary factor to
cover possible price increases.
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
Pricing obtained through the City of Fort Worth Contract 53316, has been competitively bid and meets the
statutory requirements of Texas Local Government Code 271.102.
PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS)
On September 12, 2006, Council approved the interlocal agreement with the City of Fort Worth (Ordinance
2006-240).
RECOMMENDATION
Award a contract with Martin Eagle Oil Company, Inc., for the annual purchase of motor vehicle fuels for
use by all City departments, in a one (1) year, with the option for four (4) additional one (1) year extensions,
in the total five (5) year not-to-exceed amount of $16,000,000.
PRINCIPAL PLACE OF BUSINESS
Martin Eagle Oil Company, Inc.
Denton, TX
ESTIMATED SCHEDULE OF PROJECT
This is an initial one (1) year contract with options to extend the contract for four (4) additional one (1) year
periods, with all terms and conditions remaining the same.
FISCAL INFORMATION
Fuel is purchased using the Fleet Services Operating Budget accounts 820100.6408 for regular unleaded
gasoline, 820100.6418 for diesel, and 820100.6417 for biodiesel. Requisition #145052 has been entered in
the Purchasing software system. The budgeted amount for this item is $16,000,000.
EXHIBITS
Exhibit 1: Agenda Information Sheet
Exhibit 2: Presentation
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.
Fuel Contract
January 28th, 2020
Terry Kader
Fleet
Superintendent
Background
Fuel Sites / Capacities
Main Service Center
20,000 gallon diesel bulk storage
20,000 gallon unleaded bulk storage
750 gallon Diesel Exhaust Fluid (DEF) bulk storage
Alternative Fuels –Mayhill Rd
12,000 gallon E85 Ethanol bulk storage
12,000 gallon unleaded bulk storage
40,000 gallon diesel bulk storage
800 gallon DEF bulk storage
2/9
Fuel Purchase History
3/9
Fiscal Year Total Gallons Total Spend
15-16 1,327,469 $ 2,057,179
16-17 1,355,083 $ 2,460,093
17-18 1,254,002 $ 2,486,153
18-19 1,310,714 $ 2,833,773
Contract Pricing
Omnia Partners, Public Sector
Serviced by Martin Eagle Oil Company, Inc.
Contract bid is based on the Oil Price Information Service
(OPIS) Index
Regionally specific benchmark pricing data –average terminal price
OPIS minus (-) 0.0040 per gallon average
Add (+) 0.0275 per gallon for freight
Add state tax 0.20/gallon
Add Federal fees
Fuel Types Purchased
FY18/19 Fuel Purchased
346,961 gallons bio-diesel (B-20)
257,088 gallons diesel (B-5)
298,797 gallons regular unleaded
12,106 gallons Diesel Exhaust Fluid (DEF)
Total of 914,952 gallons
416,240 gallons purchased by DCTA
Total 1,334,192 gallons
Questions?
9/9
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 20-249,Version:1
AGENDA CAPTION
Consider approval of a resolution of the City of Denton, a Texas home-rule municipal corporation, allowing the
City to recognize all of the Renewable Energy Credits associated with the electric power purchased by the City
from the Whitetail Wind Turbine Electric Generation Facility to enable the City to accurately determine the
percentage of electric power it has received that was generated exclusively from renewable resources.
City of Denton Printed on 1/24/2020Page 1 of 1
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City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Denton Municipal Electric
CFO: Antonio Puente, Jr.
DATE: January 28, 2020
SUBJECT
Consider approval of a Consider approval of a resolution of the City of Denton, a Texas home-rule
municipal corporation, allowing the City to recognize all of the Renewable Energy Credits associated with
the electric power purchased by the City from the Whitetail Wind Turbine Electric Generation Facility to
enable the City to accurately determine the percentage of electric power it has received that was generated
exclusively from renewable resources.
INFORMATION/BACKGROUND
Consistent with direction provided by the Denton City Council and the Public Utilities Board on January
14th and 13th 2020 respectively, the proposed Resolution will amend the Denton Renewable Resource Plan
(DRRP) which was adopted City Council in February 2018. The DRRP was developed by Energy Risk
Consultants (ERC) and includes the objective of cost effectively achieving 100% renewable energy to meet
the electrical demands of the City of Denton by 2020.
During the discussions with the PUB and the City Council relative to the DRRP, ERC discussed the
potential treatment of the Whitetail wind contract as a renewable resource for accreditation against the
100% renewable goal. Because the Whitetail contract is different from other renewable resource contracts
in that it requires the seller, Nextera Energy, to supply 30 MW of energy and 60 MW of Renewable Energy
Credits (RECs) during every hour of the term of the contract rather than just the physical output of the
renewable resource, ERC recommended different treatment of the Whitetail contract as a renewable
resource. In the final posting of the DRRP, the plan excludes the RECs generated by Whitetail as is
stipulated in the Final Version Addendum as shown below.
The REC program in Texas is administered by the Electric Reliability Council of Texas (ERCOT) pursuant
to regulations promulgated by the Public Utility Commission of Texas (PUCT). By definition and
regulation, a REC can only be issued to a renewable energy generation resource for physical energy
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
generation that was delivered to the grid. As such, any REC issued by ERCOT has an associated renewable
Megawatt of renewable energy that was physically delivered to the ERCOT transmission system.
Renewable Resources in ERCOT include the following:
Biomass
Geothermal
Hydroelectric
Landfill Gas
Solar
Tidal
Wind
All energy generated in ERCOT is injected into the ERCOT transmission system at their respective points
of interconnection. Likewise, all electrical load is removed from the ERCOT transmission system at points
of interconnection. All inputs and output from the ERCOT transmission system are efficiently and
accurately metered. Thus the precise sale quantities from each generation resource and the precise purchase
quantities are tracked and invoiced to each market participant. As both a generation and load market
participant, DME sell energy from its generation resources, including the Denton Energy Center (DEC) and
each of its renewable energy resources. Renewable energy delivered to the ERCOT transmission system is
tracked and the corresponding number of RECs are generated by ERCOT and deposited in the DME REC
account which is administered by ERCOT. Each quarter, ERCOT determines the number of RECs
generated by each renewable energy resource and deposits RECs into the renewable energy generator’s
REC account. Each REC is serialized to identify its source (renewable energy generation resource) and the
month in which it was generated. Consequently, each REC has a unique identifier that is proof that a
renewable Megawatt hour was delivered to the ERCOT transmission system.
RECs generated by the renewable resources contracted for by DME include Santa Rita Wind, Blue Bell
Solar, Long Draw Solar, Whitetail, etc. are credited to the DME account administered by ERCOT.
Whitetail RECs are transferred to a REC account controlled by Nextera who in turn conveys them to DME
per the contractual obligations of Nextera. The Nextera contract does not require Whitetail RECs but
recently Nextera has only transferred Whitetail RECs. Nextra has sufficient surplus RECs to meet the 60
MW contract obligation despite the contract obligation to only deliver 30 MW of energy. This is because
the Whitetail wind farm has a total installed capacity of 110 MW and produces much more than 30 MW of
renewable wind energy in the majority of hours during the year.
The exclusion of Whitetail as a renewable resources for the purposes of determining progress towards the
100% renewable energy objective of the DRRP means that DME must procure additional renewable energy
supply to effectively replace the 30 MW under contract. DME customers, while paying for the energy and
RECs from Whitetail, cannot count these MW hours towards the 100% goal despite their obligation to pay
for the energy and RECs under the currently mandated calculation methodology pursuant to the original
DRRP. To replace the 30 MW of the energy with a renewable energy supply that includes RECs, similar
to what DME has done with its other renewable contracts, is estimated to increase power supply costs by
over $2.6 million over the remaining term of the Whitetail contract. The incremental 30 MWs of RECs for
which DME customers receive not credit toward the 100% renewable energy objective is estimated to
increase power supply cost by an additional $2.5 million over the remaining term of the Whitetail contract.
Not including the Whitetail contract as a renewable resource is estimated to cost DME rate payers an
additional $5.1 million over the reaming term of the White Tail contract.
The original Whitetail contract which was negotiated with Nextera in 2014 envisioned purchasing 30 MWh
of energy and the corresponding number of RECs. With the adoption of the Denton Renewable Energy Plan
(DRP) in 2014 and its 40% renewable energy target, the number of RECs contracted for was moved up to
60 RECs per hour at the direction of City Council. At that time, the City Council directed DME to increase
the amount of RECs purchase to 60 per hour with the intent of using these extras RECs to increase the
amount of renewable energy under contract.
Measurement of progress towards the 100% renewable goal in the DRRP, is not specified or tracked by
ERCOT. Attainment and progress towards that goal is policy decision made solely by the municipal
authority that enacts the goal. A decision of whether to include all or a portion of the RECs from Whitetail
is the sole responsibility of the municipal authority.
DME staff has been working with ERC to consider the potential for inclusion of the Whitetail energy as
creditable renewable energy for the purposes of the DRRP 100% renewable goal and has gained their
consent to include physical energy from the contract. This item will be discussed with the City Council on
January 28, 2020.
EXHIBITS
Exhibit 1: Agenda Information Sheet
Exhibit 2: Resolution
Exhibit 3: Presentation
Exhibit 3: Letter from Energy Risk Consultants
Respectfully submitted:
Terrance P. Naulty
DME Assistant General Manager
For information concerning this ordinance, contact:
DME point of contact: Terry Naulty at 940-349-7565.
Denton Renewable Resource Plan
January 28, 2020
WHITETAIL WIND ACCREDITATION RESOLUTION
1ID 20-249
Proposed Resolution for Consideration
•Amend the Denton Renewable Resource Plan to permit the use of Renewable Energy Credits
(RECs) provided under the Whitetail contract with Nextera Energy as Renewable Energy for the
purpose of calculating progress towards the 100% renewable objective.
•RECs represent the physical delivery of renewable energy from a qualified renewable resource to
the EROT Grid.
•DME buys all energy required to serve the demand of Denton from ERCOT
•ERCOT administers that REC program for all REC market participants
•RECs in the DME ERCOT account that are credited towards the 100% renewable energy goal will
be retired
•DME will not be permitted to trade any REC that is credited towards the 100% renewable energy goal
2ID 20-249
Whitetail Output as Reported by ERCOT
3ID 20-249
Contracted REC s
Contracted Energy
Potential Benefits of Whitetail Accreditation
Projected Renewable Supply Inclusion of Whitetail RECs as renewable:
•$5.1 million avoided energy cost
◦($1.93 million per year)
◦~$1.62/month for avg. residential customer
◦~$19.38/year for avg. residential customer
•Achieves 100% renewable energy goal
•Replacement in 2024 allow DME to:
•Provide additional temporal diversity
•Achieve lower costs than current market due to
projected overbuild of renewables
•Potential replacement with battery storage
4ID 20-249
Fiscal Year
Current
Method
Proposed
Resolution
Method
17/18 18%52%
18/19 48%82%
19/20 50%82%
20/21 71%103%
21/22 77%109%
22/23 82%113%
23/24 80%88%
Questions / Comments
5ID 20-249
Enterprise Risk Consulting, LLC
1000 Cordova Place, Suite 381
Santa Fe, NM 87505
Voice: 512-640-3475 E-mail: llawrence@enterprise-risk.com
Via email
December 13, 2019
Denton Municipal Electric
Terry Naulty
Assistant General Manager
1659 Spencer Road
Denton, Texas 76201
Terrance.Naulty@cityofdenton.com
Dear Terry,
We appreciate the opportunity to respond to your query about the potential renewable treatment of offtake from DME’s
Whitetail/Wolf Ridge contract with NextEra. We will provide a specific response to that issue later in this letter, but the
treatment of a legacy contract such as Whitetail/Wolf Ridge and how it is integrated into DME’s energy portfolio as part of
the Renewable Resource Plan is just a part of the larger issue of how Denton can practically implement and operate the
Renewable Resource Plan in a sustainable and cost effective manner.
As you are well aware, in our written Plan as well as in our presentations to the Denton Public Utilities Board and the City
Council, we have always advocated prudently pursuing the twin goals of achieving renewable energy targets in a least-cost
manner. Your inquiry and our subsequent discussions have highlighted the need to develop and adopt a renewable energy
process to govern the metrics for determining progress and attainment of the initial implementation of the Renewable
Resource Plan, as well as ongoing operation of the resulting renewable energy supply portfolio. This process should be
developed and reviewed by all Denton stakeholders so that the goals of the Plan are acheived. Mismatches between
renewable resource production profiles, load uncertainty and load growth, and the constraints of renewable energy supply
contracts present challenges in meeting renewable resource goals while prudently managing costs to the ratepayer. A written
process developed under the city’s governance practices would align all responsible parties and provide clarity for DME staff
to manage the supply portfolio in an environmentally as well as economically sustainable manner.
With regard to Whitetail/Wolf Ridge, upon review of your documentation we believe it may be possible to classify a portion
of the offtake from the Whitetail/Wolf Ridge contract with NextEra as renewable energy, subject to a) the ability to trace the
energy production from the specific renewable generation resource and the renewable energy credits (“RECs”) and b) a
Denton Renewable Energy formal operational process, as proposed earlier in this letter, that supports such a classification. The
support would be based upon the production of physical energy that Denton purchases from a qualified renewable resource.
Please let us know if you require additional assistance with these issues.
Regards,
Larry G. Lawrence and Neil McAndrews
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:ID 19-2620,Version:1
AGENDA CAPTION
Consider nominations/appointments to the City’s Boards,Commissions,and Committees:Community
Development Advisory Committee.
City of Denton Printed on 1/24/2020Page 1 of 1
powered by Legistar™
City of Denton _____________________________________________________________________________________
AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office ACM: Sara Hensley DATE: January 28, 2020
SUBJECT Consider nominations/appointments to the City’s Boards, Commissions, and Committees: Community Development Advisory Committee. 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
Community Development Advisory Committee 6 Meltzer Francine Witte HOLDOVER
2019-2021
September 1, 2019
through
August 31, 2021
Reappointment
BOARDS & COMMISSIONS - NOMINATIONS LIST
JANUARY 28, 2020
City of Denton
Legislation Text
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
File #:DCA19-0009e,Version:1
AGENDA CAPTION
Hold a public hearing,provide overview and background,and reconsider the November 19,2019,adoption of
an ordinance of the City of Denton,Texas,amending Subchapters 1,6,and 8 of the Denton Development Code,
relating to applicability,gas well drilling and production reverse setbacks,definitions,and procedures;
providing a cumulative clause;providing a severability clause;providing for a penalty;and providing an
effective date. (DCA19-0009e, Gas Wells, Hayley Zagurski)
City of Denton Printed on 1/24/2020Page 1 of 1
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City of Denton
_____________________________________________________________________________________
AGENDA INFORMATION SHEET
DEPARTMENT: Department of Development Services
CM: Todd Hileman
DATE: January 28, 2020
SUBJECT
Hold a public hearing, provide overview and background, and reconsider the November 19, 2019, adoption
of an ordinance of the City of Denton, Texas, amending Subchapters 1, 6, and 8 of the Denton Development
Code, relating to applicability, gas well drilling and production reverse setbacks, definitions, and
procedures; providing a cumulative clause; providing a severability clause; providing for a penalty; and
providing an effective date. (DCA19-0009e, Gas Wells, Hayley Zagurski)
CITY COUNCIL
A public hearing was originally held at the November 19, 2019 City Council meeting. The Council voted
[5-2] to approve the staff recommendation for the changes to Subchapters 6 and 8 and of Subchapter 1
Option 2. At the hearing, 14 members of the public spoke regarding the request. Thirteen of the 14 were in
opposition to the request. Although most of the individuals who spoke indicated being in favor of an
increased setback, most opposed the Council acting on the code amendments as presented. Generally, those
who spoke were opposed to the proposed amendment because they wanted there to be review of existing
studies on air quality and health impacts and for the City to conduct continuous air monitoring and soil
testing near pad sites. In addition to the speakers, 16 individuals provided comment cards. All but one of
the comment cards indicated opposition to the ordinance change.
Following the November 19, 2019 public hearing, Mayor Chris Watts requested that an item be placed on
the next agenda for discussion of a reconsideration of the ordinance. On December 2, 2019 a discussion
was held, and the Council voted [4-2] to reconsider the adoption of the changes to the gas well ordinance.
There were three concerns raised that led to the reconsideration:
• There was need for additional discussion and clarification regarding the creation of nonconformities.
Staff and Legal Staff was requested to provide additional analysis of the three options provided in
the ordinance for Subchapter 1 and further details about how many Protected Uses would be affected
by the increased setback.
Originally, three options regarding the creation of nonconformities and the ability of these
structures to be rebuilt were presented at the November 19th public hearing. Based upon the
discussion at the December 2nd Council meeting, staff has provided a fourth option for Council
consideration. The associated text changes to Subchapter 1 for each of these options are provided
as Exhibits 5-8 (Ordinance Exhibit Options A1-A4). These options are further outlined and
compared in the attached Subchapter 1 Option Matrix provided in Exhibit 11. The existing DDC
regulations for nonconforming structure are also included in the matrix for reference.
• The Council wanted notifications to be sent to those properties within 500 feet of a gas well site.
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
Postcards regarding the public hearing and the potential impacts of the increased reverse setback
were sent on January 9, 2020 and on January 17, 2020 to all property owners and residents of
properties within 500 feet of a gas well site. A total of 4,782 postcards were sent to both property
owners and physical addresses within 500 feet of a gas well site.
As of the issuance of this report staff has received phone calls or written responses from
approximately 59 individual property owners/residents. Copies of written responses are included in
Exhibit 12.
• There was need for additional clarification regarding whether the increased setback affects only
Protected Uses or all uses within the setback radius from a gas well site.
All gas well setbacks and reverse setbacks are applicable only to Protected Uses. For all other uses,
separation requirements from gas wells and equipment containing flammable liquids and gases are
regulated by the International Fire Code.
Provided below for reference is the original background information provided in the Agenda Information
Sheet from the November 19, 2019 public hearing.
BACKGROUND
The proposed code amendments are the result of a City Council request originating in 2018 to discuss
increasing reverse setbacks. Multiple work session discussions have been held to date, as indicated in the
Prior Action section below.
Current setbacks were established in 2015 during the last gas well ordinance update, and are as follows:
Drilling/Production
Site Setback
Minimum Setback Reverse Setback
New Gas Well Site – Non-industrial
districts
1000 ft 500 ft 250 ft
New Gas Well Site – Industrial
districts
250 ft 250 ft 250 ft
Existing Gas Well Site – Non-
industrial districts
500 ft 250 ft 250 ft
Existing Gas Well Site – Industrial
districts
250 ft 250 ft 250 ft
City Council directed staff to bring forward code amendments that would reflect increasing the Reverse
Setback to 500 feet in all zoning categories. After multiple work sessions, staff received direction from
Council and the Planning and Zoning Commission regarding related/affected sections of the DDC,
including the creation of nonconformities and variance/relief options for owners and developers of
Protected Uses.
With respect to nonconformities created by increased Reverse Setbacks, Council originally directed staff to
draft language to prevent the creation of nonconformities. However, Legal staff advised both Council and
the Planning and Zoning Commission against adding such language. At the Planning and Zoning
Commission work session this topic was discussed and a second option, to allow for a variance option for
a nonconforming structure to be rebuilt, was proposed. Because of this, two versions of the redline for
Subchapter 1 are provided for the Planning and Zoning Commission to consider and decide which to
recommend. Reference Exhibits 3a and 3b for these two versions.
Redline versions of Subchapters 6 and 8 are also provided. Subchapter 6 contains the increased setback
provisions, revised definitions, and options for either a variance through ZBA or administrative relief under
certain limited circumstances for Protected Uses affected by the increased Reverse Setback. The changes
in Subchapter 8 are limited to slight revisions to the cluster subdivision standards to allow these to be
utilized when administrative relief is sought from Reverse Setback requirements.
A full Staff Analysis is provided in Exhibit 2. Draft redlines of the text of DDC Subchapters 1, 6, and 8 are
provided in Exhibits 5-9. There are three options for amendments to Subchapter 1: the original language
Council recommended during work session discussions, Staff’s recommended language, and language
recommended by the Planning and Zoning Commission as described below.
PLANNING AND ZONING COMMISSION
A public hearing was held at the November 6, 2019 Planning and Zoning Commission meeting. The
Planning and Zoning Commission recommended approval [5-1] of Subchapters 6 and 8 as provided and of
Subchapter 1 Option 2 with direction for staff to revise the language to allow nonconforming residential
structures located at any distance from a gas well site to be able to rebuild without requiring approval by
the Zoning Board of Adjustment in the event of a natural disaster or accident. This revised language for
Subchapter 1 became Option 3 (attached as Exhibit 7).
Five individuals spoke in opposition at the public hearing, and two additional individuals provided comment
cards indicating opposition to the request but did not wish to speak.
Four of the individuals who spoke indicated that the proposed changes for a 500 foot reverse setback were
not sufficient to address health and safety concerns associated with gas well sites. These four individuals
requested that the Commission vote to postpone a decision on gas well ordinance amendments until
additional information could be researched and gathered, including review of existing studies on air quality
and health impacts and the ability for the City to conduct continuous air monitoring and soil testing near
pad sites. Additional concerns raised by these four individuals included the need for more disclosure to
residents living near wells, the need to discuss health and safety concerns with those developing near gas
wells, and concerns about the way well inspections are prioritized, especially in undeveloped areas.
The fifth individual who spoke at the hearing opposed the proposed amendments for the following reasons:
the Fort Worth air study allowed for setbacks as low as 200 feet with variances, home owners who would
become nonconforming were not individually noticed, and a concern that the ZBA could easily prevent
variances from being granted because of the supermajority vote requirements.
After hearing public comment, a motion was made to postpone this request to a date certain of January 8th
to allow staff time to investigate the referenced studies regarding health effects, clarify language in
Subchapter 1 to allow nonconforming residential structures to rebuild without ZBA approval, and to
investigate and report on options for continuous air monitoring. The motion failed due to lack of a second,
and a subsequent motion was made to approve the request with modifications to Subchapter 1 as is described
above. Many of the Commissioners indicated that they were recommending approval not because they felt
that 500 feet was sufficient to address air quality and health concerns, but because they felt that 500 feet is
more protective than the current 250 foot requirement.
OPTIONS
1. Recommend approval
2. Recommend approval subject to conditions
3. Recommend Denial
4. Postpone item
RECOMMENDATION
Staff recommends approval of the following:
• Subchapter 1, Option 2 (Provided as Exhibit 6)
• Subchapter 6 (Provided as Exhibit 8)
• Subchapter 8 (Provided as Exhibit 9)
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
Date Council, Board,
Commission
Request Action
September 11,
2019
City Council Work Session discussion on
increasing setbacks
Council requested
additional discussion be
held
July 16, 2019 City Council Work Session discussion on
increasing setbacks
Council directed staff to
pursue increasing reverse
setbacks to 500’
August 27, 2019 City Council Work Session discussion of
500’ reverse setback,
variance options, and
nonconformities
Council directed staff to
pursue code amendments
October 8, 2019 City Council Work Session discussion on
proposed amendments
Council decided not to
hold Work Session and
directed staff to take the
draft ordinance to P&Z
for public hearing
October 16,
2019
Planning and Zoning
Commission
Work Session to brief P&Z
on Council discussions to
date prior to public hearing
Public hearing to follow
at next meeting
November 6,
2019
Planning and Zoning
Commission
Public Hearing Recommended approval
with modification of
language in Subchapter 1
November 19,
2019
City Council Public Hearing Approved staff
recommendation for
ordinance DCA19-0009
December 2,
2019
City Council Discuss Reconsideration Voted to reconsider
adoption of ordinance
DCA19-0009
PUBLIC OUTREACH:
A notice for the reconsideration was published in the Denton Records Chronicle on January 11, 2020.
A notice for the reconsideration was published on the City’s website on January 7, 2020.
Two separate postcard mailings were sent on January 9, 2020 and January 17, 2020. A total of 4,782
postcards were sent to both property owners and physical addresses within 500 feet of a gas well site.
A notice for the original public hearing was published in the Denton Record Chronicle on October 20, 2019.
A notice for the original public hearing was published on the City’s website on October 17, 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. Presentation
4. Draft Ordinance
5. Ordinance Exhibit A1 – Subchapter 1 Amendments – Option 1
6. Ordinance Exhibit A2 – Subchapter 1 Amendments – Option 2
7. Ordinance Exhibit A3 – Subchapter 1 Amendments – Option 3
8. Ordinance Exhibit A4 – Subchapter 1 Amendments – Option 4
9. Ordinance Exhibit B – Subchapter 6 Amendments
10. Ordinance Exhibit C – Subchapter 8 Amendments
11. Subchapter 1 Option Matrix
12. Responses
Respectfully submitted:
Richard Cannone, AICP
Deputy Director/Planning Director
Prepared by:
Hayley Zagurski
Senior Planner
Planning Report
DCA19-0009/Gas Wells
REQUEST:
Revisions to Subchapters 1, 6, and 8 of the DDC related to increasing Reverse Setbacks to 500
feet, provide provisions related to nonconformities, provide variance options, and amend
associated definitions and procedures.
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 Denton Plan 2030 acknowledges the many challenges associated with gas well drilling
and production, especially in areas near Protected Uses. The Denton Plan describes gas
wells as “inherently industrial uses” that further states that protected/sensitive uses such as
residential uses, schools, parks, etc. are “not compatible land uses adjacent to industrial
uses.”
The Comprehensive Plan does not specify or recommend a setback or separation distance
between Protected Uses and gas well sites, but the proposed increase in Reverse Setbacks
would not be contrary to the policy statements and goals of the Comprehensive Plan.
2. Does not conflict with other provisions of this DDC or other provisions in the Municipal
Code of Ordinances;
The proposed increase in Reverse Setbacks and the proposed variance options as reflected
in the redline copies of Subchapters 6 and 8 (Exhibits 4 & 5, respectively) would not
conflict with other provisions of the DDC.
The language proposed in Exhibit 3a, which was originally requested by City Council to
prevent the creation of nonconforming structures as a result of the increased Reverse
Setbacks, would not directly conflict with language in the DDC. However, this language
would create inconsistency in the handling of nonconforming structures because structures
or lots located between 250 feet and 500 feet from a gas well drilling and production site
would be treated differently from those located within a 250 foot radius from the site.
Additionally, these nonconformities would be treated differently from all other
nonconformities within the City in that they would be eligible to rebuild if destroyed by
more than 50% while others could not. Thus, Staff recommends the language in the Exhibit
3b draft of Subchapter 1 be utilized instead. This language would allow any nonconforming
structure (not just those nonconforming to gas well setbacks) to apply to the ZBA to be
able to rebuild following destruction, thus creating consistency in the treatment of
nonconformities.
3. Is necessary to address a demonstrated community need;
The City Council requested the topic of increasing Reverse Setbacks be brought forward
for discussion originally because of concerns about community health and safety as well
as other compatibility concerns such as noise, lighting, truck traffic, dust, vibrations, and
other nuisances. City Council discussed that potentially harmful impacts of gas well
drilling and production within the City are likely to fall most heavily upon neighborhoods
and properties adjacent to gas well drilling and production operations and felt that an
increased Reverse Setback of 500 feet from the pad site boundary is more protective based
upon results of a natural gas air quality study conducted by the Eastern Research Group for
the City of Fort Worth, which is relatively similar to Denton in terms of geology and
topography and is located in the Barnett Shale. Fort Worth utilizes a 600 foot measurement
from well heads for their reverse setback, and due to the typical locations of well heads
within the central portion of pad sites, a 500 foot measurement from the pad perimeter is
roughly similar.
4. Is necessary to respond to a substantial change in conditions and/or policy; and
There has not been a substantial change in condition or policy that triggered this requested
code amendment. However, the current City Council felt that review and discussion of the
City’s setback requirements was necessary.
5. Is consistent with the general purpose and intent of this DDC.
The proposed amendments to Subchapters 1, 6, and 8 are consistent with the purpose and
intent of the DDC, which includes encouraging appropriate uses of land; promoting the
general health, safety, and welfare of the City’s inhabitants; and implementing the goals
and visions of the comprehensive plan. These amendments would increase the separation
distance between developing Protected Uses and gas well drilling and production sites,
which, as an industrial land use represents a potential nuisance source for Protected Uses.
Da
DCA19-0009
Gas Wells
1
January 28, 2020
City Council
1
Background: Timeline
1.September 11, 2018 City Council Work Session:
•Council requested work session to review and discuss gas well setback requirements in Denton and other area cities.
2.July 16, 2019 City Council Work Session:
•Council requested work session to further review and discuss of gas well setbacks compared to other cities.
•Council reached a general consensus regarding increasing Denton’s reverse setback to 500 ft from 250 ft and
directed staff to begin revising the ordinance text to reflect this change to 500 ft.
3.August 27, 2019 City Council Work Session
•Discussion of DDC changes needed to implement an increased 500 ft reverse setback, the need for a variance
process due the increased setback, and the potential creation of nonconformities.
•Council direction was given to:
•Draft language to prevent the creation of new nonconforming structures.
•Pursue a combination of variance options (staff approval down to 375 ft in certain circumstances; ZBA
consideration of all other requests or reductions below 375 ft)
01/28/2020 File ID: DCA19-0009e 2
Background: Timeline, Continued
4.October 16, 2019 Planning and Zoning Commission Work Session
5.November 6, 2019 Planning and Zoning Commission Public Hearing
•Recommended approval [5-1] to increased reverse setback to 500’ with Subchapters 6 & 8 as
presented and Option 3 [allowed to rebuild w/out ZBA] (for Subchapter 1)
6.November 19, 2019 City Council Public Hearing
•Motion/Second to postpone item to after December 3, 2019. Motion failed 2-5.
•Motion/Second to increase reverse setback to 1,500’. Motion failed 3-4 (this was an amendment to
the initial motion to approve).
•Motion to amend to include a reverse setbacks from capped/plugged wells. Motion was not
seconded.
•Motion/Second to approve increasing reverse setback to 500’ (Subchapters 6 & 8 as presented,
Option 2 [ZBA approval to rebuild] for Subchapter 1). Motion passed 5-2.
01/28/2020 File ID: DCA19-0009e 3
Background: Timeline, Continued
7.December 2, 2019 City Council
•Motion/Second to reconsider adoption of the ordinance. Motion passed 4-2.
•Primary concerns:
✓Desire to notify affected properties within 500 feet
Clarify applicability of changes (non-protected uses only or all uses)
Creation of nonconforming structures
01/28/2020 File ID: DCA19-0009e 4
The following notifications were
provided in advance of the Jan. 28th
public hearing:
•Newspaper: January 11, 2020
•Website: January 7, 2020
•Friday Report:January 10, 2020
•Mailing: January 9 & 17, 2020
•Total 4,782 postcards mailed to
physical addresses and property
owners within 500 feet of a gas
well drilling and production site
Notifications
File ID: DCA19-0009e01/28/2020 5
Hold a public hearing, provide overview and background, and reconsider the November
19, 2019 adoption of an ordinance regarding a proposed amendment to the Denton
Development code; specifically amending subchapters 1, 6, and 8 of the Denton
Development Code, relating to applicability, gas well drilling and production reverse
setbacks, definitions, and procedures.
Note: This request is being brought forward based on direction given by City Council and is not a
staff-initiated request.
Public Hearing Request
File ID: DCA19-0009e01/28/2020 6
Summary of Proposed Changes
File ID: DCA19-0009e01/28/2020 7
1.Subchapter 6: Gas Wells –Reverse Setbacks:
•Increase Reverse Setback to 500’ and add Minimum Reverse at 250’
•Add/revise definitions for Reverse and Minimum Reverse
•Clarify measurements for parks
2.Subchapter 1: General Standards –Nonconformities
•Option A1: deem all structures between 250’ & 500’
•Option A2: allow nonconforming structures to go to ZBA to rebuild
•Option A3: allow nonconforming structures to rebuild by right
•NEW Option A4: deem all structures within 500’ legal
3.Subchapter 6: Gas Wells –Variance/Relief Procedures
•Standards ZBA (hardship) process to 250’ with criteria
•Administrative relief to 375’ with criteria
4.Subchapter 8: Subdivisions –Cluster Subdivision procedures & applicability
•Revise procedure and applicability to allow use for Administrative Relief process without PD
rezoning and minimum acreage requirements
Applicability of Changes
File ID: DCA19-0009e01/28/2020 8
1.Gas Well Drilling and Production Site
Setback
2.Reverse Setback
All gas well setbacks and reverse setbacks are applicable only to Protected Uses:
Any dwelling, church, public park, public library, hospital, pre-kindergarten, kindergarten or elementary, middle, or high
school, public pool, public transit center, senior center, public recreation center, hotel or motel.
Setbacks -Current Requirements (DDC 6.2.2.B)
901/28/2020 File ID: DCA19-0009e
Drilling/Production
Site Setback
Minimum Setback Reverse Setback
New GW Site –Non-
industrial districts
1000 ft 500 ft 250 ft
New GW Site –
Industrial districts
250 ft 250 ft 250 ft
Existing GW Site –
Non-industrial
districts
500 ft 250 ft 250 ft
Existing GW Site –
Industrial districts
250 ft 250 ft 250 ft
Setbacks -Proposed Requirements (DDC 6.2.2.B)
1001/28/2020 File ID: DCA19-0009e
Drilling/Production
Site Setback
Minimum Setback Reverse Setback Reverse Minimum
Setback
New GW Site –Non-
industrial districts
1000 ft 500 ft 500 ft 250 ft
New GW Site –
Industrial districts
250 ft 250 ft 500 ft*250 ft
Existing GW Site –
Non-industrial
districts
500 ft 250 ft 500 ft 250 ft
Existing GW Site –
Industrial districts
250 ft 250 ft 500 ft*250 ft
*Some protected uses such as schools, churches, hotels, motels, and public parks are permitted within
Industrial Districts
Setback Comparison
File ID: DCA19-0009e01/28/2020 11
Measurement 250ft 500ft 1500ft
Setback Acreage inside COD 1,704.03 4,169.45 15,901.26
2020 Parcel Count 584 1,461 7,507
Undeveloped Parcel Count 115 292 1,043
Estimated Single Family Lots 249 972 6,631
Options for nonconformities –Nov. 19, 2019
File ID: DCA19-0009e01/28/2020 12
Options for Nonconforming Structures
Ordinance Exhibit A1
> Within 250’: Remain
Nonconforming –Cannot rebuild
or expand
> 250’ –500’: Deemed legal –Can
rebuild and expand
> Not recommended because not
all nonconforming structures are
treated equally.
Council requested at work
session
Ordinance Exhibit A2
> Within 500’: Become
nonconforming
> Can go to ZBA to rebuild.
> Process was available in the
2002 DDC.
> All nonconforming structures
can use this process.
Staff and Legal recommendation
Ordinance Exhibit A3
> Within 500’: Become
nonconforming
> Can rebuild by right
> All nonconforming structures
can use this process.
P&Z recommendation
Council originally voted to approve Ordinance Exhibit A2
Options for nonconformities -NEW
File ID: DCA19-0009e01/28/2020 13
Options for Nonconforming Structures
Ordinance Exhibit A1
> Within 250’: Remain
Nonconforming –Cannot rebuild
or expand
> 250’ –500’: Deemed legal –Can
rebuild and expand
> Not recommended by Legal
because not all nonconforming
structures are treated equally.
Council’s original request
Ordinance Exhibit A2
> Within 500’: Become
nonconforming
> Can go to ZBA to rebuild if
damage >50%.
> Process was available in the
2002 DDC.
> All nonconforming structures
can use this process.
Staff and Legal recommendation
on Nov. 19
Ordinance Exhibit A3
> Within 500’: Become
nonconforming
> Can rebuild by right if damage
by any natural/involuntary cause
> All nonconforming structures
can use this process.
P&Z recommendation
Ordinance Exhibit A4
> Within 500’: Deemed legal
> Can rebuild and expand by right
> Not recommended by Legal
because not all nonconforming
structures are treated equally.
NEW OPTION BASED ON DEC. 2ND
DISCUSSION
File ID: DCA19-0009e01/28/2020 14
2019 DDC Regarding
Nonconfomring Structures
Option 1
(Ordinance Exhibit A1)
Option 2
(Ordinance Exhibit A2)
Option 3
(Ordinance Exhibit A3)
Option 4
(Ordinance Exhibit A4 -New)
DDC Reference
1.5.4 Nonconforming Structures
maintained as adopted New Section 1.5.2.J Revisions to 1.5.4 Nonconforming
Structures
Revisions to 1.5.4 Nonconforming
Structures New Section 1.5.2.J
Nonconforming StatusExisting Protected Uses located
<250 ft
Nonconforming today; remain
nonconforming
Nonconforming today; remain
nonconforming
Nonconforming today; remain
nonconforming
Nonconforming today; remain
nonconforming
Not nonconforming; deemed
legal by this ordinance
Expansion allowed?No No No No Yes, follows zoning
Can it rebuild if destroyed?Yes, if damage is to <50% of SF
No, if damage is to >50% of SF
Yes, if damage is to <50% of SF
No, if damage is to >50% of SF
Yes, if damage is to <50% of SF
Yes, if approved by ZBA if damage
is to >50% of SF
Yes, no matter the SF of damage,
if damage is due to natural or
accidental cause
No, if damage is due to voluntary
demolition
Yes, follows zoning
Existing Protected Uses located
>250ft but <500ft
Become nonconforming by this
ordinance
Not nonconforming; deemed legal
by this ordinance
Become nonconforming by this
ordinance
Become nonconforming by this
ordinance
Not nonconforming; deemed
legal by this ordinance
Expansion allowed?No Yes, follows zoning No No Yes, follows zoning
Can it rebuild if destroyed?Yes, if damage is to <50% of SF
No, if damage is to >50% of SF Yes, follows zoning
Yes, if damage is to <50% of SF
Yes, if approved by ZBA if damage
is to >50% of SF
Yes, no matter the SF of damage,
if damage is due to natural or
accidental cause
No, if damage is due to voluntary
demolition
Yes, follows zoning
Existing Protected Uses located
>500ft Legal, not affected by proposed change
Expansion allowed?Yes, follows zoning
Can it rebuild if destroyed?Yes, follows zoning
Lots in platting process >250ft but
<500ft
(at least GDP or PP submission by
date and not expired)
Not nonconforming; deemed legal
by this ordinance
Not nonconforming; deemed legal
by this ordinance
Not nonconforming; deemed legal
by this ordinance
Not nonconforming; deemed
legal by this ordinance
Not nonconforming; deemed
legal by this ordinance
Expansion allowed once built?No Yes, follows zoning No (if allowed to build)No Yes, follows zoning
Can it rebuild if destroyed?Yes, if damage is to <50% of SF
No, if damage is to >50% of SF Yes, follows zoning
Yes, if damage is to <50% of SF (if
allowed to build)
Yes, if approved by ZBA if damage
is to >50% of SF (if allowed to
build)
Yes, no matter the SF of damage,
if damage is due to natural or
accidental cause
No, if damage is due to voluntary
demolition
Yes, follows zoning
Origin of Option
Existing 2019 DDC regulations
regarding nonconforming
strucutres as adopted by
ordinance DCA18-0009q.
Requested by Council at August
27, 2019 work session. Presented
to P&Z and Council at November
public hearings.
Staff and Legal recommendation
to P&Z and Council at November
public hearings. This was the
option approved by the Council at
the November 19, 2019 public
hearing.
Planning and Zoning Commission
recommendation from November
6, 2019 public hearing. Presented
to Council at the November
public hearing.
New option per Council's
December 2, 2019
reconsideration discussion.
Summary of Proposed Changes
File ID: DCA19-0009e01/28/2020 15
1.Subchapter 6: Gas Wells –Reverse Setbacks:
•Increase Reverse to 500’ and add Minimum Reverse at 250’
•Add/revise definitions for Reverse and Minimum Reverse
•Clarify measurements for parks
2.Subchapter 1: General Standards –Nonconformities
•Option A1: deem all structures between 250’ & 500’
•Option A2: allow nonconforming structures to go to ZBA to rebuild
•Option A3: allow nonconforming structures to rebuild by right
•NEW Option A4: deem all structures within 500’ legal
3.Subchapter 6: Gas Wells –Variance/Relief Procedures
•Standards ZBA (hardship) process to 250’ with criteria
•Administrative relief to 375’ with criteria
4.Subchapter 8: Subdivisions –Cluster Subdivision procedures & applicability
•Revise procedure and applicability to allow use for Administrative Relief process without PD
rezoning and minimum acreage requirements
Staff recommended approval of the following:
•Subchapter 1, Option 2 (Provided as Ord. Exhibit A2)
•Subchapter 6 (Provided as Ord. Exhibit B)
•Subchapter 8 (Provided as Ord. Exhibit C)
The Planning and Zoning Commission recommended approval of the following [5-1]:
•Subchapter 1, Option 3 (Provided as Ord. Exhibit A3)
•Subchapter 6 (Provided as Ord. Exhibit B)
•Subchapter 8 (Provided as Ord. Exhibit C)
The City Council voted [5-2] to approve the following:
•Subchapter 1, Option 2 (Provided as Ord. Exhibit A2)
•Subchapter 6 (Provided as Ord. Exhibit B)
•Subchapter 8 (Provided as Ord. Exhibit C)
Past Recommendations/Votes
File ID: DCA19-0009e01/28/2020 16
Begin Nov. 19, 2019 Slides
File ID: DCA19-0009e01/28/2020 17
Background: Gas Well Setbacks
Two Types:
1.Gas Well Drilling and Production Site
Setback
01/28/2020 File ID: DCA19-0009e 18
2.Reverse Setback
Minimum setback: the minimum distance a well site must be from a
protected use after a variance or other relief measure is approved.
Hold a public hearing and consider making a recommendation to City Council regarding a
proposed amendment to the Denton Development Code; specifically amending
Subchapters 1, 6, and 8 of the Denton Development Code, relating to applicability, gas
well drilling and production reverse setbacks, definitions, and procedures.
Note: This request is being brought forward based on direction given by City Council and is not a
staff-initiated request.
Public Hearing Request
File ID: DCA19-0009e01/28/2020 19
Proposed Changes
File ID: DCA19-0009e01/28/2020 20
1.Subchapter 6: Gas Wells –Reverse Setbacks: distance, definitions, and
measurements
2.Subchapter 1: General Standards –Nonconformities (3 options)
3.Subchapter 6: Gas Wells –Variance/Relief Procedures
4.Subchapter 8: Subdivisions –Cluster Subdivision procedures & applicability
Whether the proposed code amendment:
1.Is consistent with the Comprehensive Plan, other adopted plans, and other city
policies;
2.Does not conflict with other provisions of this DDC or other provisions in the
Municipal Code of Ordinances;
3.Is necessary to address a demonstrated community need;
4.Is necessary to respond to a substantial change in conditions and/or policy; and
5.Is consistent with the general purpose and intent of this DDC.
Criteria for Approval (DDC 2.7.4D)
File ID: DCA19-
0009e
01/28/2020 21
1. Setbacks -Current Requirements (DDC 6.2.2.B)
2201/28/2020 File ID: DCA19-0009e
Drilling/Production
Site Setback
Minimum Setback Reverse Setback
New GW Site –Non-
industrial districts
1000 ft 500 ft 250 ft
New GW Site –
Industrial districts
250 ft 250 ft 250 ft
Existing GW Site –
Non-industrial
districts
500 ft 250 ft 250 ft
Existing GW Site –
Industrial districts
250 ft 250 ft 250 ft
1. Setbacks -Proposed Requirements (DDC 6.2.2.B)
2301/28/2020 File ID: DCA19-0009e
Drilling/Productio
n Site Setback
Minimum Setback Reverse Setback Reverse Minimum
Setback
New GW Site –
Non-industrial
districts
1000 ft 500 ft 500 ft 250 ft
New GW Site –
Industrial districts
250 ft 250 ft 500 ft 250 ft
Existing GW Site –
Non-industrial
districts
500 ft 250 ft 500 ft 250 ft
Existing GW Site –
Industrial districts
250 ft 250 ft 500 ft 250 ft
1. Setbacks -Definitions (DDC 6.2.2.A & 6.3.1)
File ID: DCA19-
0009e
01/28/2020 24
1. Setbacks –Measurements (DDC 6.2.2.D)
File ID: DCA19-0009e01/28/2020 25
•DDC currently requires reverse setback measurement be taken from:
•The closest exterior point of the proposed structure to be occupied by a Protected
Use, in a straight line, without regard to intervening structures or objects, to the
closest boundary designated for the gas well site OR
•For a proposed residential subdivision plat (i.e. single-family, duplex, townhome) the
setback shall be measured from any undeveloped residential lot boundary to the
closest boundary designated for the gas well site.
•Proposed changes extends the measurement to structures to be “occupied or utilized” by a
Protected Use and adds the following clarification for public parks:
•Does Council agree with the change in Reverse Setback as shown?
•Does Council agree with the changes to the definitions?
•Does Council agree with the clarification on measurements to parks?
P&Z recommended approval of all proposed setback changes.
1. Setbacks
File ID: DCA19-0009e01/28/2020 26
Based on Council direction, staff has added language to the 2019 DDC as Section 1.5.2J to prevent the
creation of new nonconformities:
2. Nonconformities –Option 1 (Ord. Exhibit A1)
File ID: DCA19-0009e01/28/2020 27
Note: Legal does not recommend adding this provision
Based on discussion at the Planning and Zoning Commission Work Session, staff proposes and recommends
the following language be added to Section 1.5.4.D. in lieu of Option 1:
2. Nonconformities –Option 2 (Ord. Exhibit A2)
File ID: DCA19-0009e01/28/2020 28
At the public hearing, the P&Z expressed concerns with requiring a property owner who has suffered a loss of property due to
disaster or accident to go to the ZBA to request the ability to rebuild. The P&Z was also concerned that this language would
not allow those structures within 250 feet to rebuild if the Minimum Reverse Setback that the ZBA can approve is 250 feet.
The Planning and Zoning
Commission recommended Section
1.5.4.D be amended to allow for
reconstruction without ZBA
approval.
Note: this language would allow any
nonconforming structure that is
accidentally destroyed to be rebuilt
2. Nonconformities –Option 3 (Ord. Exhibit A3)
File ID: DCA19-0009e01/28/2020 29
2. Nonconformities
File ID: DCA19-0009e01/28/2020 30
Options for Nonconforming Structures
Ordinance Exhibit A1
> Within 250’: Remain
Nonconforming –Cannot rebuild
or expand
> 250’ –500’: Deemed legal –Can
rebuild and expand
> Not recommended because not
all nonconforming structures are
treated equally.
Council requested at work
session
Ordinance Exhibit A2
> Within 500’: Become
nonconforming
> Can go to ZBA to rebuild.
> Process was available in the
2002 DDC.
> All nonconforming structures
can use this process.
Staff and Legal recommendation
Ordinance Exhibit A3
> Within 500’: Become
nonconforming
> Can rebuild by right
> All nonconforming structures
can use this process.
P&Z recommendation
Which option does Council wish to include in the ordinance?
3. Variance Options (DDC 6.2.3.A.5)
File ID: DCA19-0009e01/28/2020 31
Language added to the general permit requirements section to introduce and reference
procedures for Protected Uses and Residential Lots that do not meet the Reverse
Setback:
•Section 6.2.6.B.1 has been updated to allow an Operator, surface owner, “or affected property
owner” to seek a variance.
•Section 6.2.6.B.2.c has been added to provide criteria for approval of a variance from Reverse
Setback requirements:
3. Variance Options –ZBA (DDC 6.2.6.B)
Process 1: Standard (Hardship) Process
File ID: DCA19-
0009e
01/28/2020 32
•For reference only –No
changes to this section
•Section 6.2.6.B.1.b contains
these general criteria for
review of variances that
would apply in addition to the
specific standards just
discussed.
3. Variance Options –ZBA (DDC 6.2.6.B)
Process 1: Standard (Hardship) Process
File ID: DCA19-0009e01/28/2020 33
3. Variance Options –Administrative Relief (DDC 6.2.6.C.2)
Process 2: >50% of the Site Affected
File ID: DCA19-0009e01/28/2020 34
50% threshold the same as
what was discussed at Work
Session
Similar to the “Minor
Modification” process
whereby staff can approve
a 10% increase in most
zoning requirements
Cluster subdivision process
is existing and available
City-wide
•Does Council agree
with the 2 options
proposed for
variances to the
Reverse Setback?
P&Z recommended approval of
these process changes.
3. Variance Options
File ID: DCA19-0009e01/28/2020 35
Standard Variance Process Administrative Relief
•Applicable for any site seeking
a reduction from 500 ft
•Requires ZBA approval
•Hardship criteria apply
•500 ft Reverse Setback can be
reduced to as low as 250 ft
•Applicable only to sites where
the 500 ft Reverse Setback
affects 50% or more of the
property
•Must demonstrate that site
developability has been
maximized by applying all
applicable alternative site
design options
•Staff can reduce 500 ft Reverse
Setback to as low as 375 ft
4. Cluster Subdivision Procedures (DDC 8.3.4.B)
File ID: DCA19-
0009e
01/28/2020 36
4. Cluster Subdivision Procedures (DDC 8.3.4.C)
File ID: DCA19-
0009e
01/28/2020 37
•Does Council agree with the proposed revisions to the existing Cluster
Subdivision standards to allow these to be applied when Administrative Relief is
sought for the Reverse Setback?
P&Z recommended approval of these changes.
4. Cluster Subdivision
File ID: DCA19-
0009e
01/28/2020 38
Whether the proposed code amendment:
✓1. Is consistent with the Comprehensive Plan, other adopted plans, and other city policies;
The Denton Plan describes protected and sensitive land uses as “incompatible” with gas well development, which is an industrial
land use. No specific setback distance is prescribed, however.
✓2. Does not conflict with other provisions of this DDC or other provisions in the Municipal Code of
Ordinances;
The proposed language in Subchapters 6 & 8 would not conflict with other provisions of the DDC. Staff recommends Subchapter 1
(Exhibit 3b version) as opposed to Exhibit 3a to avoid inconsistencies in the handling of nonconforming structures city-wide.
✓3. Is necessary to address a demonstrated community need;
The Council requested this amendment be brought forward due to concerns about community health and safety as well as other
compatibility concerns such as noise, lighting, truck traffic, dust, vibrations, and other nuisances and felt that a 500 foot Reverse
Setback is more protective based upon the results of the Fort Worth air quality study.
Criteria for Approval (DDC 2.7.4D)
File ID: DCA19-0009e01/28/2020 39
Whether the proposed code amendment:
✓4. Is necessary to respond to a substantial change in conditions and/or policy; and
The current City Council felt that review and discussion of the City’s 2015 setback requirements was necessary.
✓5. Is consistent with the general purpose and intent of this DDC.
The proposed amendments are consistent with the purpose and intent of the DDC, which includes encouraging appropriate uses
of land; promoting the general health, safety, and welfare of the City’s inhabitants; and implementing the goals and visions of the
comprehensive plan
Criteria for Approval (DDC 2.7.4D)
File ID: DCA19-0009e01/28/2020 40
•Newspaper Ad: October 20, 2019
•Website Notice: October 20, 2019
•Responses:
•Favor: 0
•Neutral: 0
•Opposed: 4
Notification
File ID: DCA19-0009e01/28/2020 41
Summary of Proposed Changes
File ID: DCA19-0009e01/28/2020 42
1.Subchapter 6: Gas Wells –Reverse Setbacks:
•Increase Reverse to 500’ and add Minimum Reverse at 250’
•Add/revise definitions for Reverse and Minimum Reverse
•Clarify measurements for parks
2.Subchapter 1: General Standards –Nonconformities
•Option A1: prevent creation of nonconformities between 250’ & 500’
•Option A2: allow nonconforming structures to go to ZBA to rebuild
•Option A3: allow nonconforming structures to rebuild by right
3.Subchapter 6: Gas Wells –Variance/Relief Procedures
•Standards ZBA (hardship) process to 250’ with criteria
•Administrative relief to 375’ with criteria
4.Subchapter 8: Subdivisions –Cluster Subdivision procedures & applicability
•Revise procedure and applicability to allow use for Administrative Relief process without PD
rezoning and minimum acreage requirements
Staff recommends approval of the following:
•Subchapter 1, Option 2 (Provided as Ord. Exhibit A2)
•Subchapter 6 (Provided as Ord. Exhibit B)
•Subchapter 8 (Provided as Ord. Exhibit C)
The Planning and Zoning Commission recommended approval of the following [5-1]:
•Subchapter 1, Option 3 (Provided as Ord. Exhibit A3)
•Subchapter 6 (Provided as Ord. Exhibit B)
•Subchapter 8 (Provided as Ord. Exhibit C)
Recommendation
File ID: DCA19-0009e01/28/2020 43
Questions?
File ID: DCA19-0009e01/28/2020 44
Exhibit A1 –Subchapter 1 Amendments – Option 1
1.5 Nonconformities 1
1.5.1 Purpose 2
The purpose of Section 1.5 is to regulate and limit the development and continued existence of land, 3
buildings, structures, uses, and site features that were lawfully established prior to the effective date of 4
this DDC, but that no longer conform to the requirements of this DDC. All such situations are collectively 5
referred to in this section as “nonconformities.” While nonconformities may continue, the provisions of 6
this section are designed to curtail substantial investment in nonconformities to bring about their 7
eventual elimination in order to preserve the integrity of this DDC and the goals of the City of Denton. 8
1.5.2 Regulations Applicable to All Nonconformities 9
A. Authority to Continue 10
Nonconformities may continue to be used and occupied, subject to regulations as to the 11
maintenance of premises and conditions of operations set forth in this section, or unless such 12
nonconformity is terminated as provided in this section. 13
B. Determination of Nonconformity Status 14
The burden of establishing the existence of a nonconformity shall be solely on the owner of the 15
property containing the nonconformity. An applicant may use the procedure in Subsection 2.5.4, 16
Certificate of Zoning Compliance, to establish the existence of a nonconformity. 17
C. Maintenance and Minor Repair 18
Minor repairs and maintenance of nonconformities are permitted and encouraged, provided 19
that the repairs and maintenance do not increase the degree of nonconformity. Minor repairs 20
and maintenance include the following: 21
1. Repairs necessary to maintain and to correct any damage or deterioration to the 22
structural soundness of, or the exterior or interior appearance of, a building or structure 23
without expanding the height or footprint of the building or structure, unless compliant 24
with this DDC; 25
2. Maintenance of land to protect against and mitigate health and environmental 26
hazards; 27
3. Resurfacing or restriping parking areas (but no enlargement of parking area) 28
pursuant to Section 7.9, Parking and Loading; 29
4. Replacing diseased or dead plant materials pursuant to Section 7.7, 30
Landscaping, Screening, Buffering, and Fences; 31
5. Repairs that are required to remedy unsafe conditions; and 32
6. Repairs necessary to comply with current building code requirements. 33
D. Change of Ownership or Tenancy 34
Exhibit A1 –Subchapter 1 Amendments – Option 1
Changes in ownership, tenancy, or management of property with an existing nonconformity 35
may occur, but such nonconformities shall continue to be subject to the standards of this 36
Section 1.5. 37
E. Compliance to the Maximum Extent Practicable 38
Where compliance with the requirements of this section is precluded by a lack of sufficient 39
developable area due to the size of the lot, the layout of existing development, or the presence 40
of significant wetlands, floodplains, watercourses, hazard areas, or other significant 41
environmental constraints, the applicant shall comply with the requirements of this section to 42
the maximum extent practicable, as determined by the Director. 43
F. Discontinuance 44
1. Whenever a nonconforming use or structure is discontinued for one year or 45
more, all nonconforming rights shall cease, and the use of the premises or the structure 46
shall be in conformance with this Subchapter and all applicable codes of the City. For 47
purposes of this provision, the following actions shall create a rebuttable presumption 48
of discontinuance: the property or structure is vacant and no attempt to market the 49
property is observable on the property or from the exterior of any structure, or that the 50
property or structure is vacant and City taxes owed on the property are delinquent. The 51
determination of discontinued status may be delayed for up to one year by the Director 52
upon written request, if the applicant provides documentation that the property has 53
been actively marketed for at least six months during the previous, first year. 54
2. The right to maintain or operate a nonconforming structure or use may be 55
terminated by the Zoning Board of Adjustment in accordance with Subsection 1.5.8, 56
Amortization of Nonconforming Uses or Structures. Any appeal of the termination of 57
nonconforming rights by the Zoning Board of Adjustment under this Subchapter shall be 58
made to the District Court within 10 days of receipt of written notice of the termination 59
by the Director. 60
G. Nonconformity Due to Outside Action 61
1. Where a lot, tract, or parcel is occupied by a lawful structure, and where the 62
acquisition of right-of-way, by eminent domain, dedication, or purchase, by a city, 63
county, state, or federal agency creates noncompliance of the structure or property 64
regarding any requirement of this DDC, such structure or property shall be deemed 65
nonconforming, and acquiring agency shall provide a compliance plan. Such designation 66
shall apply only to noncompliance that results directly from the acquisition of right-of-67
way or by acquisition through eminent domain. 68
2. In the event that such structure is partially or totally destroyed by natural or 69
accidental causes, the structure may be rebuilt upon approval of a building permit by 70
the Building Official, subject to Subsection 1.5.4D, Damage or Destruction of More than 71
50 Percent of the Gross Floor Area. 72
H. Prior Construction Approved 73
Exhibit A1 –Subchapter 1 Amendments – Option 1
Nothing contained in this section shall require any change in the plans, construction, or 74
designated use of a building legally under construction, or for which a permit for construction 75
has been issued, at the time of passage of this DDC or amendments. 76
I. Applicability of this DDC to Existing Residential Uses and Structures 77
The adoption of this DDC shall not cause any existing, legally established single-family detached 78
dwelling, townhome, or duplex use or structure to become nonconforming. Any single-family 79
detached dwelling, townhome, or duplex structure, lot, and associated site features lawfully 80
existing on the effective date of this DDC shall be deemed a lawful structure, lot, or site feature. 81
J. Applicability of Gas Well Reverse Setbacks to Existing Protected Uses or Residential Lots 82
The Gas Well Reverse Setbacks, as increased in Ordinance DCA19-0009a, shall not cause any 83
existing legally established Protected Use or residential lot to become non-conforming, and such 84
existing legally established Protected Use or residential lot shall be deemed as a lawful site 85
feature, lot, or structure, provided that Protected Use is not closer than 250 feet from the Gas 86
Well Drilling and Production Site. 87
For the purposes of this section, “legally established” shall include any lawfully existing 88
Protected Use structure, site feature, residential lot, or any lot that is part of a project under 89
TLGC Chapter 245 that has a filed an application for a preliminary plat or general development 90
plan that has not expired as of [insert date]. 91
No additional improvements shall be permitted for these Protected Uses that would decrease 92
the setback existing on [insert date]. 93
1.5.3 Nonconforming Uses 94
A. Limitations on Continuation of Nonconforming Uses of Land 95
1. A nonconforming use may be extended throughout the same building, provided 96
that: 97
a. No structural alteration of the building (or portion of such building 98
containing the nonconforming use in the case of buildings with multiple uses) 99
shall be permitted; 100
b. No additional dwelling units shall be permitted in the building; and 101
c. No additional nonresidential units and/or uses shall be permitted. 102
2. No nonconforming use shall expand into an additional structure. 103
3. Any use of land that was established in the City's extraterritorial jurisdiction and 104
annexed into the City shall be subject to the provisions established in TLGC, Section 105
43.002, as amended. 106
B. Change of Use 107
Exhibit A1 –Subchapter 1 Amendments – Option 1
1. A nonconforming use may be changed to another nonconforming use, provided 108
the Director determines that the new use creates lesser impacts on surrounding 109
properties and is no more intensive than the use it replaces, and no structural 110
alterations to the building are required to accommodate such change, except those 111
alterations necessary to meet accessibility provisions required by state and federal law. 112
2. A nonconforming use that has been changed to a less nonconforming use 113
pursuant to this subsection may not subsequently be changed back to a more 114
nonconforming use. 115
3. A nonconforming use, if changed to a conforming use, may not subsequently be 116
changed back to any nonconforming use unless otherwise permitted by this DDC. 117
C. Existing Uses Requiring a Specific Use Permit 118
The adoption of this DDC shall not cause any existing, legally established use that requires a 119
specific use permit pursuant to Subsection 2.5.2: Specific Use Permit (SUP), to become 120
nonconforming. Any legally established use existing on the effective date of this DDC that has 121
been damaged or destroyed by fire or other natural or accidental causes in whole or in part may 122
be restored to its original condition and is not required to obtain a specific use permit. 123
1.5.4 Nonconforming Structures 124
A. Expansion of a Nonconforming Structure 125
A nonconforming structure may only be expanded or enlarged pursuant to Subsection 1.5.2C, 126
and any such expansion or enlargement shall be in full compliance with this DDC. 127
B. Increasing Level of Nonconformity Prohibited 128
A nonconforming structure shall not be altered in a way that increases the nonconformity of the 129
structure, but any structure or portion of a structure may be altered to decrease the 130
nonconformity of the structure. 131
C. Damage or Destruction of Less than 50 Percent of the Gross Floor Area 132
A nonconforming structure that has been damaged or destroyed by fire or other natural or 133
accidental causes may be restored to its original condition, provided that: 134
1. The extent of the damage does not require the reconstruction of more than 50 135
percent of the gross floor area of the nonconforming structure. For purposes of this 136
provision, the 50-percent threshold shall apply to each individual structure, and not 137
cumulatively to multiple structures on one lot; and 138
2. A building permit is issued for the work to be performed and such work is 139
commenced within one year of such event and completed within 18 months of such 140
event. By written request from the property owner, the Director may grant one 141
extension of either the work commencement and/or the completion of work time 142
period. 143
Exhibit A1 –Subchapter 1 Amendments – Option 1
3. A restoration or reconstruction of the structure in violation of this subsection 144
immediately terminates the right to operate the nonconforming structure. 145
D. Damage or Destruction of More than 50 Percent of the Gross Floor Area 146
A nonconforming structure that has been damaged or destroyed by fire or other natural or 147
accidental causes shall not be rebuilt or occupied, except in conformance with this DDC. 148
1.5.5 Nonconforming Lots 149
A. A structure situated on a nonconforming lot shall be considered a nonconforming 150
structure, subject to the provisions of this Section 1.5. 151
B. A nonconforming lot that was made nonconforming by virtue of enactment of this DDC 152
may be used for construction of a building allowed in the applicable zoning district, provided 153
that all other zoning district and dimensional standards are met, unless as otherwise provided 154
for in this Section 1.5. 155
C. A structure on a nonconforming lot deemed nonconforming by virtue of Subsection 156
1.5.4C may be restored to its original condition pursuant to Subsection 1.5.4C. 157
1.5.6 Nonconforming Site Features 158
A. For purposes of this provision, the term “nonconforming site feature” includes any 159
driveway, off-street parking or loading area, building coverage, landscaping, buffer, or screening 160
element that lawfully existed per regulations in place prior to the effective date of this DDC, as 161
well as the lack of any such feature required by subsequently enacted City regulations. 162
B. A lawfully nonconforming site feature may continue in its existing condition unless and 163
until full or limited compliance with the development standards of this DDC, as required in 164
Section 7.2: Applicability. 165
C. No action shall be taken that increases the degree of the nonconformity of a site 166
feature. 167
1.5.7 Nonconforming Signs 168
Nonconforming signs shall comply with Municipal Code of Ordinances, Chapter 33.10, Nonconforming 169
Signs. 170
1.5.8 Amortization of Nonconforming Uses or Structures 171
A. Initiation of Proceedings 172
The City Council may initiate proceedings to amortize a nonconforming land use or structure. 173
B. Consideration by Zoning Board of Adjustment 174
1. Generally 175
The Zoning Board of Adjustment may require the termination of nonconforming uses of 176
land or structures under a plan whereby the value of the structure and facilities can be 177
Exhibit A1 –Subchapter 1 Amendments – Option 1
amortized within a definite period of time, taking into consideration the general 178
character of the neighborhood and the necessity for all property to conform to the 179
regulations of this DDC. 180
2. Criteria for Determining Amortization Period 181
Before the Zoning Board of Adjustment may determine an amortization period, it shall 182
consider the following factors: 183
a. The owner's capital investment in the structures on the property at the 184
time the use became nonconforming; 185
b. The amount of the investment realized to date from revenue generated 186
by the property and the amount remaining, if any, to be recovered during the 187
amortization period; 188
c. The existence or nonexistence of lease obligations, as well as any 189
contingency clauses therein permitting termination of such leases; 190
d. Removal costs that are directly attributable to the establishment of a 191
termination date; and 192
e. Other costs and expenses that are directly attributable to the 193
establishment of a termination date. 194
3. Cessation of Use 195
If the Zoning Board of Adjustment establishes a termination date for a nonconforming 196
use or structure, the use shall cease operations on that date and the owner shall not 197
operate it after that date unless it becomes a conforming use or structure. 198
1.5.9 Illegal Nonconformities 199
A nonconformity becomes illegal when: 200
A. A nonconforming structure is destroyed or substantially destroyed by an intentional act 201
of the owner or an agent without a proper permit or other required city approval. If this occurs, 202
the nonconforming structure shall lose its nonconforming status and shall be required to 203
conform to existing codes. If a nonconforming use was also in the structure, the nonconforming 204
use and all site improvements shall lose their nonconforming status and be required to come 205
into compliance with existing codes; and 206
B. A use, structure, or site improvement results in a nonconformity without being lawfully 207
authorized in accordance with the provisions of this DDC. Such use and/or structure shall cease 208
operations until the required city approvals are obtained. 209
210
Exhibit A1 –Subchapter 1 Amendments – Option 1
211
Exhibit A2 –Subchapter 1 Amendments – Option 2
1.5 Nonconformities 1
1.5.1 Purpose 2
The purpose of Section 1.5 is to regulate and limit the development and continued existence of land, 3
buildings, structures, uses, and site features that were lawfully established prior to the effective date of 4
this DDC, but that no longer conform to the requirements of this DDC. All such situations are collectively 5
referred to in this section as “nonconformities.” While nonconformities may continue, the provisions of 6
this section are designed to curtail substantial investment in nonconformities to bring about their 7
eventual elimination in order to preserve the integrity of this DDC and the goals of the City of Denton. 8
1.5.2 Regulations Applicable to All Nonconformities 9
A. Authority to Continue 10
Nonconformities may continue to be used and occupied, subject to regulations as to the 11
maintenance of premises and conditions of operations set forth in this section, or unless such 12
nonconformity is terminated as provided in this section. 13
B. Determination of Nonconformity Status 14
The burden of establishing the existence of a nonconformity shall be solely on the owner of the 15
property containing the nonconformity. An applicant may use the procedure in Subsection 2.5.4, 16
Certificate of Zoning Compliance, to establish the existence of a nonconformity. 17
C. Maintenance and Minor Repair 18
Minor repairs and maintenance of nonconformities are permitted and encouraged, provided 19
that the repairs and maintenance do not increase the degree of nonconformity. Minor repairs 20
and maintenance include the following: 21
1. Repairs necessary to maintain and to correct any damage or deterioration to the 22
structural soundness of, or the exterior or interior appearance of, a building or structure 23
without expanding the height or footprint of the building or structure, unless compliant 24
with this DDC; 25
2. Maintenance of land to protect against and mitigate health and environmental 26
hazards; 27
3. Resurfacing or restriping parking areas (but no enlargement of parking area) 28
pursuant to Section 7.9, Parking and Loading; 29
4. Replacing diseased or dead plant materials pursuant to Section 7.7, 30
Landscaping, Screening, Buffering, and Fences; 31
5. Repairs that are required to remedy unsafe conditions; and 32
6. Repairs necessary to comply with current building code requirements. 33
D. Change of Ownership or Tenancy 34
Exhibit A2 –Subchapter 1 Amendments – Option 2
Changes in ownership, tenancy, or management of property with an existing nonconformity 35
may occur, but such nonconformities shall continue to be subject to the standards of this 36
Section 1.5. 37
E. Compliance to the Maximum Extent Practicable 38
Where compliance with the requirements of this section is precluded by a lack of sufficient 39
developable area due to the size of the lot, the layout of existing development, or the presence 40
of significant wetlands, floodplains, watercourses, hazard areas, or other significant 41
environmental constraints, the applicant shall comply with the requirements of this section to 42
the maximum extent practicable, as determined by the Director. 43
F. Discontinuance 44
1. Whenever a nonconforming use or structure is discontinued for one year or 45
more, all nonconforming rights shall cease, and the use of the premises or the structure 46
shall be in conformance with this Subchapter and all applicable codes of the City. For 47
purposes of this provision, the following actions shall create a rebuttable presumption 48
of discontinuance: the property or structure is vacant and no attempt to market the 49
property is observable on the property or from the exterior of any structure, or that the 50
property or structure is vacant and City taxes owed on the property are delinquent. The 51
determination of discontinued status may be delayed for up to one year by the Director 52
upon written request, if the applicant provides documentation that the property has 53
been actively marketed for at least six months during the previous, first year. 54
2. The right to maintain or operate a nonconforming structure or use may be 55
terminated by the Zoning Board of Adjustment in accordance with Subsection 1.5.8, 56
Amortization of Nonconforming Uses or Structures. Any appeal of the termination of 57
nonconforming rights by the Zoning Board of Adjustment under this Subchapter shall be 58
made to the District Court within 10 days of receipt of written notice of the termination 59
by the Director. 60
G. Nonconformity Due to Outside Action 61
1. Where a lot, tract, or parcel is occupied by a lawful structure, and where the 62
acquisition of right-of-way, by eminent domain, dedication, or purchase, by a city, 63
county, state, or federal agency creates noncompliance of the structure or property 64
regarding any requirement of this DDC, such structure or property shall be deemed 65
nonconforming, and acquiring agency shall provide a compliance plan. Such designation 66
shall apply only to noncompliance that results directly from the acquisition of right-of-67
way or by acquisition through eminent domain. 68
2. In the event that such structure is partially or totally destroyed by natural or 69
accidental causes, the structure may be rebuilt upon approval of a building permit by 70
the Building Official, subject to Subsection 1.5.4D, Damage or Destruction of More than 71
50 Percent of the Gross Floor Area. 72
H. Prior Construction Approved 73
Exhibit A2 –Subchapter 1 Amendments – Option 2
Nothing contained in this section shall require any change in the plans, construction, or 74
designated use of a building legally under construction, or for which a permit for construction 75
has been issued, at the time of passage of this DDC or amendments. 76
I. Applicability of this DDC to Existing Residential Uses and Structures 77
The adoption of this DDC shall not cause any existing, legally established single-family detached 78
dwelling, townhome, or duplex use or structure to become nonconforming. Any single-family 79
detached dwelling, townhome, or duplex structure, lot, and associated site features lawfully 80
existing on the effective date of this DDC shall be deemed a lawful structure, lot, or site feature. 81
1.5.3 Nonconforming Uses 82
A. Limitations on Continuation of Nonconforming Uses of Land 83
1. A nonconforming use may be extended throughout the same building, provided 84
that: 85
a. No structural alteration of the building (or portion of such building 86
containing the nonconforming use in the case of buildings with multiple uses) 87
shall be permitted; 88
b. No additional dwelling units shall be permitted in the building; and 89
c. No additional nonresidential units and/or uses shall be permitted. 90
2. No nonconforming use shall expand into an additional structure. 91
3. Any use of land that was established in the City's extraterritorial jurisdiction and 92
annexed into the City shall be subject to the provisions established in TLGC, Section 93
43.002, as amended. 94
B. Change of Use 95
1. A nonconforming use may be changed to another nonconforming use, provided 96
the Director determines that the new use creates lesser impacts on surrounding 97
properties and is no more intensive than the use it replaces, and no structural 98
alterations to the building are required to accommodate such change, except those 99
alterations necessary to meet accessibility provisions required by state and federal law. 100
2. A nonconforming use that has been changed to a less nonconforming use 101
pursuant to this subsection may not subsequently be changed back to a more 102
nonconforming use. 103
3. A nonconforming use, if changed to a conforming use, may not subsequently be 104
changed back to any nonconforming use unless otherwise permitted by this DDC. 105
C. Existing Uses Requiring a Specific Use Permit 106
The adoption of this DDC shall not cause any existing, legally established use that requires a 107
specific use permit pursuant to Subsection 2.5.2: Specific Use Permit (SUP), to become 108
Exhibit A2 –Subchapter 1 Amendments – Option 2
nonconforming. Any legally established use existing on the effective date of this DDC that has 109
been damaged or destroyed by fire or other natural or accidental causes in whole or in part may 110
be restored to its original condition and is not required to obtain a specific use permit. 111
1.5.4 Nonconforming Structures 112
A. Expansion of a Nonconforming Structure 113
A nonconforming structure may only be expanded or enlarged pursuant to Subsection 1.5.2C, 114
and any such expansion or enlargement shall be in full compliance with this DDC. 115
B. Increasing Level of Nonconformity Prohibited 116
A nonconforming structure shall not be altered in a way that increases the nonconformity of the 117
structure, but any structure or portion of a structure may be altered to decrease the 118
nonconformity of the structure. 119
C. Damage or Destruction of Less than 50 Percent of the Gross Floor Area 120
A nonconforming structure that has been damaged or destroyed by fire or other natural or 121
accidental causes may be restored to its original condition, provided that: 122
1. The extent of the damage does not require the reconstruction of more than 50 123
percent of the gross floor area of the nonconforming structure. For purposes of this 124
provision, the 50-percent threshold shall apply to each individual structure, and not 125
cumulatively to multiple structures on one lot; and 126
2. A building permit is issued for the work to be performed and such work is 127
commenced within one year of such event and completed within 18 months of such 128
event. By written request from the property owner, the Director may grant one 129
extension of either the work commencement and/or the completion of work time 130
period. 131
3. A restoration or reconstruction of the structure in violation of this subsection 132
immediately terminates the right to operate the nonconforming structure. 133
D. Damage or Destruction of More than 50 Percent of the Gross Floor Area 134
A nonconforming structure that has been damaged or destroyed by fire or other natural or 135
accidental causes to the extent of more than fifty (50) percent of the gross floor area shall not 136
be rebuilt or occupied, except in conformance with this DDC except upon action of the Board of 137
Adjustment to permit reconstruction and occupancy of such structure. Such action by the Board 138
of Adjustment shall have due regard for the property rights of the person or persons affect, and 139
shall be considered in regard to the public welfare, character of the area surrounding such 140
structure, and the conservation, preservation, and protection of property. 141
1.5.5 Nonconforming Lots 142
A. A structure situated on a nonconforming lot shall be considered a nonconforming 143
structure, subject to the provisions of this Section 1.5. 144
Exhibit A2 –Subchapter 1 Amendments – Option 2
B. A nonconforming lot that was made nonconforming by virtue of enactment of this DDC 145
may be used for construction of a building allowed in the applicable zoning district, provided 146
that all other zoning district and dimensional standards are met, unless as otherwise provided 147
for in this Section 1.5. 148
C. A structure on a nonconforming lot deemed nonconforming by virtue of Subsection 149
1.5.4C may be restored to its original condition pursuant to Subsection 1.5.4C. 150
1.5.6 Nonconforming Site Features 151
A. For purposes of this provision, the term “nonconforming site feature” includes any 152
driveway, off-street parking or loading area, building coverage, landscaping, buffer, or screening 153
element that lawfully existed per regulations in place prior to the effective date of this DDC, as 154
well as the lack of any such feature required by subsequently enacted City regulations. 155
B. A lawfully nonconforming site feature may continue in its existing condition unless and 156
until full or limited compliance with the development standards of this DDC, as required in 157
Section 7.2: Applicability. 158
C. No action shall be taken that increases the degree of the nonconformity of a site 159
feature. 160
1.5.7 Nonconforming Signs 161
Nonconforming signs shall comply with Municipal Code of Ordinances, Chapter 33.10, Nonconforming 162
Signs. 163
1.5.8 Amortization of Nonconforming Uses or Structures 164
A. Initiation of Proceedings 165
The City Council may initiate proceedings to amortize a nonconforming land use or structure. 166
B. Consideration by Zoning Board of Adjustment 167
1. Generally 168
The Zoning Board of Adjustment may require the termination of nonconforming uses of 169
land or structures under a plan whereby the value of the structure and facilities can be 170
amortized within a definite period of time, taking into consideration the general 171
character of the neighborhood and the necessity for all property to conform to the 172
regulations of this DDC. 173
2. Criteria for Determining Amortization Period 174
Before the Zoning Board of Adjustment may determine an amortization period, it shall 175
consider the following factors: 176
a. The owner's capital investment in the structures on the property at the 177
time the use became nonconforming; 178
Exhibit A2 –Subchapter 1 Amendments – Option 2
b. The amount of the investment realized to date from revenue generated 179
by the property and the amount remaining, if any, to be recovered during the 180
amortization period; 181
c. The existence or nonexistence of lease obligations, as well as any 182
contingency clauses therein permitting termination of such leases; 183
d. Removal costs that are directly attributable to the establishment of a 184
termination date; and 185
e. Other costs and expenses that are directly attributable to the 186
establishment of a termination date. 187
3. Cessation of Use 188
If the Zoning Board of Adjustment establishes a termination date for a nonconforming 189
use or structure, the use shall cease operations on that date and the owner shall not 190
operate it after that date unless it becomes a conforming use or structure. 191
1.5.9 Illegal Nonconformities 192
A nonconformity becomes illegal when: 193
A. A nonconforming structure is destroyed or substantially destroyed by an intentional act 194
of the owner or an agent without a proper permit or other required city approval. If this occurs, 195
the nonconforming structure shall lose its nonconforming status and shall be required to 196
conform to existing codes. If a nonconforming use was also in the structure, the nonconforming 197
use and all site improvements shall lose their nonconforming status and be required to come 198
into compliance with existing codes; and 199
B. A use, structure, or site improvement results in a nonconformity without being lawfully 200
authorized in accordance with the provisions of this DDC. Such use and/or structure shall cease 201
operations until the required city approvals are obtained. 202
203
Exhibit A2 –Subchapter 1 Amendments – Option 2
204
Exhibit A3 – Subchapter 1 Amendments – Option 3
1.5 Nonconformities 1
1.5.1 Purpose 2
The purpose of Section 1.5 is to regulate and limit the development and continued existence of land, 3
buildings, structures, uses, and site features that were lawfully established prior to the effective date of 4
this DDC, but that no longer conform to the requirements of this DDC. All such situations are collectively 5
referred to in this section as “nonconformities.” While nonconformities may continue, the provisions of 6
this section are designed to curtail substantial investment in nonconformities to bring about their 7
eventual elimination in order to preserve the integrity of this DDC and the goals of the City of Denton. 8
1.5.2 Regulations Applicable to All Nonconformities 9
A. Authority to Continue 10
Nonconformities may continue to be used and occupied, subject to regulations as to the 11
maintenance of premises and conditions of operations set forth in this section, or unless such 12
nonconformity is terminated as provided in this section. 13
B. Determination of Nonconformity Status 14
The burden of establishing the existence of a nonconformity shall be solely on the owner of the 15
property containing the nonconformity. An applicant may use the procedure in Subsection 2.5.4, 16
Certificate of Zoning Compliance, to establish the existence of a nonconformity. 17
C. Maintenance and Minor Repair 18
Minor repairs and maintenance of nonconformities are permitted and encouraged, provided 19
that the repairs and maintenance do not increase the degree of nonconformity. Minor repairs 20
and maintenance include the following: 21
1. Repairs necessary to maintain and to correct any damage or deterioration to the 22
structural soundness of, or the exterior or interior appearance of, a building or structure 23
without expanding the height or footprint of the building or structure, unless compliant 24
with this DDC; 25
2. Maintenance of land to protect against and mitigate health and environmental 26
hazards; 27
3. Resurfacing or restriping parking areas (but no enlargement of parking area) 28
pursuant to Section 7.9, Parking and Loading; 29
4. Replacing diseased or dead plant materials pursuant to Section 7.7, 30
Landscaping, Screening, Buffering, and Fences; 31
5. Repairs that are required to remedy unsafe conditions; and 32
6. Repairs necessary to comply with current building code requirements. 33
D. Change of Ownership or Tenancy 34
Exhibit A3 – Subchapter 1 Amendments – Option 3
Changes in ownership, tenancy, or management of property with an existing nonconformity 35
may occur, but such nonconformities shall continue to be subject to the standards of this 36
Section 1.5. 37
E. Compliance to the Maximum Extent Practicable 38
Where compliance with the requirements of this section is precluded by a lack of sufficient 39
developable area due to the size of the lot, the layout of existing development, or the presence 40
of significant wetlands, floodplains, watercourses, hazard areas, or other significant 41
environmental constraints, the applicant shall comply with the requirements of this section to 42
the maximum extent practicable, as determined by the Director. 43
F. Discontinuance 44
1. Whenever a nonconforming use or structure is discontinued for one year or 45
more, all nonconforming rights shall cease, and the use of the premises or the structure 46
shall be in conformance with this Subchapter and all applicable codes of the City. For 47
purposes of this provision, the following actions shall create a rebuttable presumption 48
of discontinuance: the property or structure is vacant and no attempt to market the 49
property is observable on the property or from the exterior of any structure, or that the 50
property or structure is vacant and City taxes owed on the property are delinquent. The 51
determination of discontinued status may be delayed for up to one year by the Director 52
upon written request, if the applicant provides documentation that the property has 53
been actively marketed for at least six months during the previous, first year. 54
2. The right to maintain or operate a nonconforming structure or use may be 55
terminated by the Zoning Board of Adjustment in accordance with Subsection 1.5.8, 56
Amortization of Nonconforming Uses or Structures. Any appeal of the termination of 57
nonconforming rights by the Zoning Board of Adjustment under this Subchapter shall be 58
made to the District Court within 10 days of receipt of written notice of the termination 59
by the Director. 60
G. Nonconformity Due to Outside Action 61
1. Where a lot, tract, or parcel is occupied by a lawful structure, and where the 62
acquisition of right-of-way, by eminent domain, dedication, or purchase, by a city, 63
county, state, or federal agency creates noncompliance of the structure or property 64
regarding any requirement of this DDC, such structure or property shall be deemed 65
nonconforming, and acquiring agency shall provide a compliance plan. Such designation 66
shall apply only to noncompliance that results directly from the acquisition of right-of-67
way or by acquisition through eminent domain. 68
2. In the event that such structure is partially or totally destroyed by natural or 69
accidental causes, the structure may be rebuilt upon approval of a building permit by 70
the Building Official, subject to Subsection 1.5.4D, Damage or Destruction of More than 71
50 Percent of the Gross Floor Area. 72
H. Prior Construction Approved 73
Exhibit A3 – Subchapter 1 Amendments – Option 3
Nothing contained in this section shall require any change in the plans, construction, or 74
designated use of a building legally under construction, or for which a permit for construction 75
has been issued, at the time of passage of this DDC or amendments. 76
I. Applicability of this DDC to Existing Residential Uses and Structures 77
The adoption of this DDC shall not cause any existing, legally established single-family detached 78
dwelling, townhome, or duplex use or structure to become nonconforming. Any single-family 79
detached dwelling, townhome, or duplex structure, lot, and associated site features lawfully 80
existing on the effective date of this DDC shall be deemed a lawful structure, lot, or site feature. 81
1.5.3 Nonconforming Uses 82
A. Limitations on Continuation of Nonconforming Uses of Land 83
1. A nonconforming use may be extended throughout the same building, provided 84
that: 85
a. No structural alteration of the building (or portion of such building 86
containing the nonconforming use in the case of buildings with multiple uses) 87
shall be permitted; 88
b. No additional dwelling units shall be permitted in the building; and 89
c. No additional nonresidential units and/or uses shall be permitted. 90
2. No nonconforming use shall expand into an additional structure. 91
3. Any use of land that was established in the City's extraterritorial jurisdiction and 92
annexed into the City shall be subject to the provisions established in TLGC, Section 93
43.002, as amended. 94
B. Change of Use 95
1. A nonconforming use may be changed to another nonconforming use, provided 96
the Director determines that the new use creates lesser impacts on surrounding 97
properties and is no more intensive than the use it replaces, and no structural 98
alterations to the building are required to accommodate such change, except those 99
alterations necessary to meet accessibility provisions required by state and federal law. 100
2. A nonconforming use that has been changed to a less nonconforming use 101
pursuant to this subsection may not subsequently be changed back to a more 102
nonconforming use. 103
3. A nonconforming use, if changed to a conforming use, may not subsequently be 104
changed back to any nonconforming use unless otherwise permitted by this DDC. 105
C. Existing Uses Requiring a Specific Use Permit 106
The adoption of this DDC shall not cause any existing, legally established use that requires a 107
specific use permit pursuant to Subsection 2.5.2: Specific Use Permit (SUP), to become 108
Exhibit A3 – Subchapter 1 Amendments – Option 3
nonconforming. Any legally established use existing on the effective date of this DDC that has 109
been damaged or destroyed by fire or other natural or accidental causes in whole or in part may 110
be restored to its original condition and is not required to obtain a specific use permit. 111
1.5.4 Nonconforming Structures 112
A. Expansion of a Nonconforming Structure 113
A nonconforming structure may only be expanded or enlarged pursuant to Subsection 1.5.2C, 114
and any such expansion or enlargement shall be in full compliance with this DDC. 115
B. Increasing Level of Nonconformity Prohibited 116
A nonconforming structure shall not be altered in a way that increases the nonconformity of the 117
structure, but any structure or portion of a structure may be altered to decrease the 118
nonconformity of the structure. 119
C. Damage or Destruction by Natural or Accidental Causes of Less than 50 Percent of the 120
Gross Floor Area 121
A nonconforming structure that has been damaged or destroyed by fire or other natural or 122
accidental causes may be restored to its original condition, provided that: 123
1. The extent of the damage does not require the reconstruction of more than 50 124
percent of the gross floor area of the nonconforming structure. For purposes of this 125
provision, the 50-percent threshold shall apply to each individual structure, and not 126
cumulatively to multiple structures on one lot; and 127
21. A building permit is issued for the work to be performed and such work is 128
commenced within one year of such event and completed within 18 months of such 129
event. By written request from the property owner, the Director may grant one 130
extension of either the work commencement and/or the completion of work time 131
period. 132
3 2. A restoration or reconstruction of the structure in violation of this subsection 133
immediately terminates the right to operate the nonconforming structure. 134
D. Damage or Destruction by Voluntary Demolition of More than 50 Percent of the Gross 135
Floor Area 136
A nonconforming structure that has been damaged or destroyed by voluntary demolition fire or 137
other natural or accidental causes shall not be rebuilt or occupied in a manner violating the 138
standards and Code provisions in effect at that time. , except in conformance with this DDC. 139
1.5.5 Nonconforming Lots 140
A. A structure situated on a nonconforming lot shall be considered a nonconforming 141
structure, subject to the provisions of this Section 1.5. 142
B. A nonconforming lot that was made nonconforming by virtue of enactment of this DDC 143
may be used for construction of a building allowed in the applicable zoning district, provided 144
Exhibit A3 – Subchapter 1 Amendments – Option 3
that all other zoning district and dimensional standards are met, unless as otherwise provided 145
for in this Section 1.5. 146
C. A structure on a nonconforming lot deemed nonconforming by virtue of Subsection 147
1.5.4C may be restored to its original condition pursuant to Subsection 1.5.4C. 148
1.5.6 Nonconforming Site Features 149
A. For purposes of this provision, the term “nonconforming site feature” includes any 150
driveway, off-street parking or loading area, building coverage, landscaping, buffer, or screening 151
element that lawfully existed per regulations in place prior to the effective date of this DDC, as 152
well as the lack of any such feature required by subsequently enacted City regulations. 153
B. A lawfully nonconforming site feature may continue in its existing condition unless and 154
until full or limited compliance with the development standards of this DDC, as required in 155
Section 7.2: Applicability. 156
C. No action shall be taken that increases the degree of the nonconformity of a site 157
feature. 158
1.5.7 Nonconforming Signs 159
Nonconforming signs shall comply with Municipal Code of Ordinances, Chapter 33.10, Nonconforming 160
Signs. 161
1.5.8 Amortization of Nonconforming Uses or Structures 162
A. Initiation of Proceedings 163
The City Council may initiate proceedings to amortize a nonconforming land use or structure. 164
B. Consideration by Zoning Board of Adjustment 165
1. Generally 166
The Zoning Board of Adjustment may require the termination of nonconforming uses of 167
land or structures under a plan whereby the value of the structure and facilities can be 168
amortized within a definite period of time, taking into consideration the general 169
character of the neighborhood and the necessity for all property to conform to the 170
regulations of this DDC. 171
2. Criteria for Determining Amortization Period 172
Before the Zoning Board of Adjustment may determine an amortization period, it shall 173
consider the following factors: 174
a. The owner's capital investment in the structures on the property at the 175
time the use became nonconforming; 176
b. The amount of the investment realized to date from revenue generated 177
by the property and the amount remaining, if any, to be recovered during the 178
amortization period; 179
Exhibit A3 – Subchapter 1 Amendments – Option 3
c. The existence or nonexistence of lease obligations, as well as any 180
contingency clauses therein permitting termination of such leases; 181
d. Removal costs that are directly attributable to the establishment of a 182
termination date; and 183
e. Other costs and expenses that are directly attributable to the 184
establishment of a termination date. 185
3. Cessation of Use 186
If the Zoning Board of Adjustment establishes a termination date for a nonconforming 187
use or structure, the use shall cease operations on that date and the owner shall not 188
operate it after that date unless it becomes a conforming use or structure. 189
1.5.9 Illegal Nonconformities 190
A nonconformity becomes illegal when: 191
A. A nonconforming structure is destroyed or substantially destroyed by an intentional act 192
of the owner or an agent without a proper permit or other required city approval. If this occurs, 193
the nonconforming structure shall lose its nonconforming status and shall be required to 194
conform to existing codes. If a nonconforming use was also in the structure, the nonconforming 195
use and all site improvements shall lose their nonconforming status and be required to come 196
into compliance with existing codes; and 197
B. A use, structure, or site improvement results in a nonconformity without being lawfully 198
authorized in accordance with the provisions of this DDC. Such use and/or structure shall cease 199
operations until the required city approvals are obtained. 200
201
Exhibit A3 – Subchapter 1 Amendments – Option 3
202
Exhibit A4 –Subchapter 1 Amendments – Option 4
1.5 Nonconformities 1
1.5.1 Purpose 2
The purpose of Section 1.5 is to regulate and limit the development and continued existence of land, 3
buildings, structures, uses, and site features that were lawfully established prior to the effective date of 4
this DDC, but that no longer conform to the requirements of this DDC. All such situations are collectively 5
referred to in this section as “nonconformities.” While nonconformities may continue, the provisions of 6
this section are designed to curtail substantial investment in nonconformities to bring about their 7
eventual elimination in order to preserve the integrity of this DDC and the goals of the City of Denton. 8
1.5.2 Regulations Applicable to All Nonconformities 9
A. Authority to Continue 10
Nonconformities may continue to be used and occupied, subject to regulations as to the 11
maintenance of premises and conditions of operations set forth in this section, or unless such 12
nonconformity is terminated as provided in this section. 13
B. Determination of Nonconformity Status 14
The burden of establishing the existence of a nonconformity shall be solely on the owner of the 15
property containing the nonconformity. An applicant may use the procedure in Subsection 2.5.4, 16
Certificate of Zoning Compliance, to establish the existence of a nonconformity. 17
C. Maintenance and Minor Repair 18
Minor repairs and maintenance of nonconformities are permitted and encouraged, provided 19
that the repairs and maintenance do not increase the degree of nonconformity. Minor repairs 20
and maintenance include the following: 21
1. Repairs necessary to maintain and to correct any damage or deterioration to the 22
structural soundness of, or the exterior or interior appearance of, a building or structure 23
without expanding the height or footprint of the building or structure, unless compliant 24
with this DDC; 25
2. Maintenance of land to protect against and mitigate health and environmental 26
hazards; 27
3. Resurfacing or restriping parking areas (but no enlargement of parking area) 28
pursuant to Section 7.9, Parking and Loading; 29
4. Replacing diseased or dead plant materials pursuant to Section 7.7, 30
Landscaping, Screening, Buffering, and Fences; 31
5. Repairs that are required to remedy unsafe conditions; and 32
6. Repairs necessary to comply with current building code requirements. 33
D. Change of Ownership or Tenancy 34
Exhibit A4 –Subchapter 1 Amendments – Option 4
Changes in ownership, tenancy, or management of property with an existing nonconformity 35
may occur, but such nonconformities shall continue to be subject to the standards of this 36
Section 1.5. 37
E. Compliance to the Maximum Extent Practicable 38
Where compliance with the requirements of this section is precluded by a lack of sufficient 39
developable area due to the size of the lot, the layout of existing development, or the presence 40
of significant wetlands, floodplains, watercourses, hazard areas, or other significant 41
environmental constraints, the applicant shall comply with the requirements of this section to 42
the maximum extent practicable, as determined by the Director. 43
F. Discontinuance 44
1. Whenever a nonconforming use or structure is discontinued for one year or 45
more, all nonconforming rights shall cease, and the use of the premises or the structure 46
shall be in conformance with this Subchapter and all applicable codes of the City. For 47
purposes of this provision, the following actions shall create a rebuttable presumption 48
of discontinuance: the property or structure is vacant and no attempt to market the 49
property is observable on the property or from the exterior of any structure, or that the 50
property or structure is vacant and City taxes owed on the property are delinquent. The 51
determination of discontinued status may be delayed for up to one year by the Director 52
upon written request, if the applicant provides documentation that the property has 53
been actively marketed for at least six months during the previous, first year. 54
2. The right to maintain or operate a nonconforming structure or use may be 55
terminated by the Zoning Board of Adjustment in accordance with Subsection 1.5.8, 56
Amortization of Nonconforming Uses or Structures. Any appeal of the termination of 57
nonconforming rights by the Zoning Board of Adjustment under this Subchapter shall be 58
made to the District Court within 10 days of receipt of written notice of the termination 59
by the Director. 60
G. Nonconformity Due to Outside Action 61
1. Where a lot, tract, or parcel is occupied by a lawful structure, and where the 62
acquisition of right-of-way, by eminent domain, dedication, or purchase, by a city, 63
county, state, or federal agency creates noncompliance of the structure or property 64
regarding any requirement of this DDC, such structure or property shall be deemed 65
nonconforming, and acquiring agency shall provide a compliance plan. Such designation 66
shall apply only to noncompliance that results directly from the acquisition of right-of-67
way or by acquisition through eminent domain. 68
2. In the event that such structure is partially or totally destroyed by natural or 69
accidental causes, the structure may be rebuilt upon approval of a building permit by 70
the Building Official, subject to Subsection 1.5.4D, Damage or Destruction of More than 71
50 Percent of the Gross Floor Area. 72
H. Prior Construction Approved 73
Exhibit A4 –Subchapter 1 Amendments – Option 4
Nothing contained in this section shall require any change in the plans, construction, or 74
designated use of a building legally under construction, or for which a permit for construction 75
has been issued, at the time of passage of this DDC or amendments. 76
I. Applicability of this DDC to Existing Residential Uses and Structures 77
The adoption of this DDC shall not cause any existing, legally established single-family detached 78
dwelling, townhome, or duplex use or structure to become nonconforming. Any single-family 79
detached dwelling, townhome, or duplex structure, lot, and associated site features lawfully 80
existing on the effective date of this DDC shall be deemed a lawful structure, lot, or site feature. 81
J. Applicability of Gas Well Reverse Setbacks to Existing Protected Uses or Residential Lots 82
Any existing Protected Use or Residential Lot existing within the Gas Well Reverse Setback 83
radius on the effective date of Ordinance DCA19-0009f [insert date] shall be deemed a lawful 84
site feature, lot, or structure, provided all applicable requirements of the Fire Code and 85
underlying zoning district regulations are met. 86
For the purposes of this section, “existing” shall include any existing Protected Use structure, 87
site feature, residential lot, or any lot that is part of a project under TLGC Chapter 245 that has a 88
filed an application for a preliminary plat or general development plan that has not expired as of 89
[insert date]. 90
Improvements that meet underlying zoning district regulations may be permitted for Protected 91
Uses within the lot boundaries that exist on [insert date]; however, if the property is replatted 92
or otherwise subdivided after [insert date], then the new lots must comply with Reverse Setback 93
regulations in effect at the time of plat application. 94
1.5.3 Nonconforming Uses 95
A. Limitations on Continuation of Nonconforming Uses of Land 96
1. A nonconforming use may be extended throughout the same building, provided 97
that: 98
a. No structural alteration of the building (or portion of such building 99
containing the nonconforming use in the case of buildings with multiple uses) 100
shall be permitted; 101
b. No additional dwelling units shall be permitted in the building; and 102
c. No additional nonresidential units and/or uses shall be permitted. 103
2. No nonconforming use shall expand into an additional structure. 104
3. Any use of land that was established in the City's extraterritorial jurisdiction and 105
annexed into the City shall be subject to the provisions established in TLGC, Section 106
43.002, as amended. 107
B. Change of Use 108
Exhibit A4 –Subchapter 1 Amendments – Option 4
1. A nonconforming use may be changed to another nonconforming use, provided 109
the Director determines that the new use creates lesser impacts on surrounding 110
properties and is no more intensive than the use it replaces, and no structural 111
alterations to the building are required to accommodate such change, except those 112
alterations necessary to meet accessibility provisions required by state and federal law. 113
2. A nonconforming use that has been changed to a less nonconforming use 114
pursuant to this subsection may not subsequently be changed back to a more 115
nonconforming use. 116
3. A nonconforming use, if changed to a conforming use, may not subsequently be 117
changed back to any nonconforming use unless otherwise permitted by this DDC. 118
C. Existing Uses Requiring a Specific Use Permit 119
The adoption of this DDC shall not cause any existing, legally established use that requires a 120
specific use permit pursuant to Subsection 2.5.2: Specific Use Permit (SUP), to become 121
nonconforming. Any legally established use existing on the effective date of this DDC that has 122
been damaged or destroyed by fire or other natural or accidental causes in whole or in part may 123
be restored to its original condition and is not required to obtain a specific use permit. 124
1.5.4 Nonconforming Structures 125
A. Expansion of a Nonconforming Structure 126
A nonconforming structure may only be expanded or enlarged pursuant to Subsection 1.5.2C, 127
and any such expansion or enlargement shall be in full compliance with this DDC. 128
B. Increasing Level of Nonconformity Prohibited 129
A nonconforming structure shall not be altered in a way that increases the nonconformity of the 130
structure, but any structure or portion of a structure may be altered to decrease the 131
nonconformity of the structure. 132
C. Damage or Destruction of Less than 50 Percent of the Gross Floor Area 133
A nonconforming structure that has been damaged or destroyed by fire or other natural or 134
accidental causes may be restored to its original condition, provided that: 135
1. The extent of the damage does not require the reconstruction of more than 50 136
percent of the gross floor area of the nonconforming structure. For purposes of this 137
provision, the 50-percent threshold shall apply to each individual structure, and not 138
cumulatively to multiple structures on one lot; and 139
2. A building permit is issued for the work to be performed and such work is 140
commenced within one year of such event and completed within 18 months of such 141
event. By written request from the property owner, the Director may grant one 142
extension of either the work commencement and/or the completion of work time 143
period. 144
Exhibit A4 –Subchapter 1 Amendments – Option 4
3. A restoration or reconstruction of the structure in violation of this subsection 145
immediately terminates the right to operate the nonconforming structure. 146
D. Damage or Destruction of More than 50 Percent of the Gross Floor Area 147
A nonconforming structure that has been damaged or destroyed by fire or other natural or 148
accidental causes shall not be rebuilt or occupied, except in conformance with this DDC. 149
1.5.5 Nonconforming Lots 150
A. A structure situated on a nonconforming lot shall be considered a nonconforming 151
structure, subject to the provisions of this Section 1.5. 152
B. A nonconforming lot that was made nonconforming by virtue of enactment of this DDC 153
may be used for construction of a building allowed in the applicable zoning district, provided 154
that all other zoning district and dimensional standards are met, unless as otherwise provided 155
for in this Section 1.5. 156
C. A structure on a nonconforming lot deemed nonconforming by virtue of Subsection 157
1.5.4C may be restored to its original condition pursuant to Subsection 1.5.4C. 158
1.5.6 Nonconforming Site Features 159
A. For purposes of this provision, the term “nonconforming site feature” includes any 160
driveway, off-street parking or loading area, building coverage, landscaping, buffer, or screening 161
element that lawfully existed per regulations in place prior to the effective date of this DDC, as 162
well as the lack of any such feature required by subsequently enacted City regulations. 163
B. A lawfully nonconforming site feature may continue in its existing condition unless and 164
until full or limited compliance with the development standards of this DDC, as required in 165
Section 7.2: Applicability. 166
C. No action shall be taken that increases the degree of the nonconformity of a site 167
feature. 168
1.5.7 Nonconforming Signs 169
Nonconforming signs shall comply with Municipal Code of Ordinances, Chapter 33.10, Nonconforming 170
Signs. 171
1.5.8 Amortization of Nonconforming Uses or Structures 172
A. Initiation of Proceedings 173
The City Council may initiate proceedings to amortize a nonconforming land use or structure. 174
B. Consideration by Zoning Board of Adjustment 175
1. Generally 176
The Zoning Board of Adjustment may require the termination of nonconforming uses of 177
land or structures under a plan whereby the value of the structure and facilities can be 178
Exhibit A4 –Subchapter 1 Amendments – Option 4
amortized within a definite period of time, taking into consideration the general 179
character of the neighborhood and the necessity for all property to conform to the 180
regulations of this DDC. 181
2. Criteria for Determining Amortization Period 182
Before the Zoning Board of Adjustment may determine an amortization period, it shall 183
consider the following factors: 184
a. The owner's capital investment in the structures on the property at the 185
time the use became nonconforming; 186
b. The amount of the investment realized to date from revenue generated 187
by the property and the amount remaining, if any, to be recovered during the 188
amortization period; 189
c. The existence or nonexistence of lease obligations, as well as any 190
contingency clauses therein permitting termination of such leases; 191
d. Removal costs that are directly attributable to the establishment of a 192
termination date; and 193
e. Other costs and expenses that are directly attributable to the 194
establishment of a termination date. 195
3. Cessation of Use 196
If the Zoning Board of Adjustment establishes a termination date for a nonconforming 197
use or structure, the use shall cease operations on that date and the owner shall not 198
operate it after that date unless it becomes a conforming use or structure. 199
1.5.9 Illegal Nonconformities 200
A nonconformity becomes illegal when: 201
A. A nonconforming structure is destroyed or substantially destroyed by an intentional act 202
of the owner or an agent without a proper permit or other required city approval. If this occurs, 203
the nonconforming structure shall lose its nonconforming status and shall be required to 204
conform to existing codes. If a nonconforming use was also in the structure, the nonconforming 205
use and all site improvements shall lose their nonconforming status and be required to come 206
into compliance with existing codes; and 207
B. A use, structure, or site improvement results in a nonconformity without being lawfully 208
authorized in accordance with the provisions of this DDC. Such use and/or structure shall cease 209
operations until the required city approvals are obtained. 210
Exhibit B –Subchapter 6 Amendments
Subchapter 6: Gas Wells 1
6.1 Integrated Provisions 2
6.1.1 Sections 6.2: Gas Well Development, and 6.3: Gas Well Drilling and Production, relating 3
to gas well development are intended as a set of integrated regulations. Each section may 4
incorporate by reference other applicable provisions of this DDC that pertain to gas well 5
development. 6
6.1.2 Section 6.3: Gas Well Drilling and Production, contains definitions that apply to all 7
provisions regulating gas well development, and identifies impact mitigation standards and 8
other general standards that apply to gas well development. 9
6.1.3 In addition to this Subchapter, Subchapter 5: Use Regulations, establishes zoning 10
classifications for gas well development and Section 2.6.6, Gas Well Development Plat, 11
establishes platting requirements and procedures for gas well development. 12
6.2 Gas Well Development 13
6.2.1 Purpose, Authority and Applicability 14
A. Purpose 15
The drilling and production of gas and the development of gas well facilities within the 16
corporate limits of the City necessitate promulgation of reasonable regulations to prevent 17
devaluation of property; to protect watersheds; to ensure that Gas Well Drilling and Production 18
Activities are compatible with adjacent land uses throughout the duration of such activities; and 19
to assure that such activities conform to The Denton Plan. The regulations contained in Section 20
6.2: Gas Well Development; Subchapter 8: Subdivisions; and Section 6.3: Gas Well Drilling and 21
Production, are designed to protect the health, safety, and general welfare of the public and to 22
assure that the orderly and practical development of mineral resources is compatible with the 23
quiet enjoyment of affected surface estates. The regulations contained in Section 6.2: Gas Well 24
Development; Subchapter 8: Subdivisions; and Section 6.3: Gas Well Drilling and Production, are 25
designed to implement the purposes set forth in this subsection and are supported by the 26
following findings of fact: 27
1. Gas Well Drilling and Production Activities create externalities that potentially 28
threaten the health, safety and general welfare of persons residing or working on 29
property in proximity to such operations. 30
2. Gas Well Drilling and Production Activities, in the absence of local regulatory 31
controls, may emit high noise levels, produce large volumes of dust, congest local 32
streets, present fire hazards and produce other deleterious effects, all of which fall 33
disproportionately on adjacent land uses, and which can result individually or 34
cumulatively in injury to persons, destabilization of property values, and inhibit the 35
quiet peace and enjoyment of surface uses of real property in the vicinity of such 36
operations. 37
Exhibit B –Subchapter 6 Amendments
3. The City of Denton recognizes that the United States and the State of Texas 38
primarily regulate Gas Well Drilling and Production Activities. Moreover, with the 39
enactment of House Bill 40 on May 18, 2015 (Texas Natural Resources Code, Sec. 40
81.0523), the State of Texas has exclusive jurisdiction over Gas Well Drilling and 41
Production Activities. Municipalities are preempted from regulating said activities 42
except as allowed in Sec. 81.0523(c), which expressly provides that a municipality has 43
authority to regulate certain aspects of aboveground activity related to oil and gas 44
operations. The regulations in this Subchapter are intended to regulate under such 45
authority, in order to implement compatible local objectives that assure the health, 46
safety and general welfare of the City's residents and businesses. 47
4. The proliferation of gas wells and Drilling and Production Sites within the City of 48
Denton creates conflicts between such developments and other existing and future 49
surface uses of the property. In order to assure the compatibility of residential, 50
commercial and industrial uses with gas well development, it is necessary for the City to 51
separate Gas Well Development from other surface uses within the City. 52
B. Authority 53
This Subchapter 6: Gas Wells, is adopted pursuant to authority vested under the constitution 54
and laws of the United States, the State of Texas and the City of Denton. Each authorization 55
identified in this Subchapter 6: Gas Wells, shall be construed as an exercise of the City's zoning 56
powers, pursuant to the Denton City Charter, TLGC Chapters 211 and 212 and the provisions of 57
Subchapter 3: Zoning Districts of this DDC, as well as an exercise of its authority granted by 58
Section 81.0523(c) of the Texas Natural Resources Code. 59
C. Applicability 60
The provisions of Section 6.2: Gas Well Development and Section 6.3: Gas Well Drilling and 61
Production, apply only within the corporate limits of the City of Denton, except as otherwise 62
expressly stated therein. 63
6.2.2 Required Authorization for Gas Well Development in City Limits 64
A. Zoning District Classifications for Gas Well Development 65
1. Gas well development is classified as an industrial land use in all zoning districts. 66
2. Gas well development is permitted as set forth in Table 5.2 A: Table of Allowed 67
Uses of the DDC, subject to the use-specific standards in Section 5.3: Use-Specific 68
Standards, of the DDC and the standards in Section 6.3: Gas Well Drilling and 69
Production. Gas well development also is permitted if authorized by a Master Planned 70
Community ("MPC") or Planned Development ("PD") District. 71
3. In order to foster compatible land use within zoning districts, Gas Well 72
Development within the corporate limits of the City will be subject to reasonable 73
setbacks from Protected Uses and Residential Subdivisions, which vary according to the 74
types of uses authorized in each district. Because many gas wells are already in close 75
Exhibit B –Subchapter 6 Amendments
proximity to existing Protected Uses or Residential Subdivisions, setbacks standards 76
within districts will vary according to whether the proposed Gas Well Development 77
takes place on an Existing Site or a new site. 78
4. A Drilling and Production Site Setback is the distance that the site must be 79
separated by an Operator from an existing Protected Use or Residential Subdivision. A 80
Reverse Setback is the minimum distance that a Protected Use or Residential 81
Subdivision must be separated by a surface owner from an approved Drilling and 82
Production Site. A Minimum Setback is the minimum distance of separation between a 83
Drilling and Production Site must be separated by an Operator fromand a Protected Use 84
or Residential Subdivision after a waiver or variance is granted to reduce the setback 85
requirement. A Minimum Reverse Setback is the minimum distance a Protected Use or 86
residential lot must be separated by a surface owner from an approved Drilling and 87
Production Site or from a gas well within such site after administrative relief or a 88
variance is granted to reduce the reverse setback requirement. 89
B. Setbacks by Zoning District Classification 90
New Gas Well Drilling and Production Sites. Setbacks from Protected Uses and Residential 91
Subdivisions for new Drilling and Production Sites, Reverse Setbacks and Minimum Setbacks 92
shall be as follows. In order to reduce Drilling and Production Site Setbacks, the procedures 93
outlined in Subsection 6.2.3, General Permit Requirements for New and Existing Gas Well Sites, 94
shall be followed. 95
1. For new Drilling and Production Sites authorized in the RR, R1, R2, R3, R4, R6, 96
R7, MN, MD, MR, SC, HC, GO, and PF districts, except in MPC or PD Districts: 97
a. Drilling and Production Site Setbacks: 1,000 feet. 98
b. Minimum Setbacks: 500 feet. 99
c. Reverse Setbacks: 250 500 feet. 100
d. Minimum Reverse Setback: 250 feet. 101
2. For new Drilling and Production Sites authorized in the LI and HI zoning districts: 102
a. Drilling and Production Site Setbacks: 250 feet. 103
b. Minimum Setbacks: 250 feet. 104
c. Reverse Setbacks: 250 500 feet. 105
d. Minimum Reverse Setback: 250 feet. 106
Where a proposed Drilling and Production Site in the LI or HI zoning district is 107
contiguous to the boundary of a district subject to the setbacks in Subsection B(1) 108
above, the Drilling and Production Site Setback shall be 500 feet from Protected Uses or 109
Residential Subdivisions within the adjacent district, and the Reverse Setback shall be 110
500 feet, and the Minimum Setbacks and Minimum Reverse Setback shall be 250 feet. 111
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Exhibit B –Subchapter 6 Amendments
3. For new Drilling and Production Sites in PD Districts and MPC Districts, Drilling 112
and Production Site Setbacks and Reverse Setbacks shall be as provided in the PD 113
District or MPC District regulations or as provided in subsequent site-specific 114
applications approved prior to August 4, 2015. The Drilling and Production Site Setbacks 115
and Reverse Setbacks in Subsection B(1) above shall apply to any setback not specified 116
in the MPC or PD District regulations or in subsequent site-specific applications 117
approved prior to August 4, 2015. 118
C. Setbacks for Existing Gas Well Sites 119
1. For Existing Drilling and Production Sites in the LI or HI zoning district: 120
a. Drilling and Production Site Setbacks: 250 feet. 121
b. Minimum Setbacks: 250 feet. 122
c. Reverse Setbacks: 250 500 feet. 123
d. Minimum Reverse Setback: 250 feet. 124
2. For Existing Drilling and Production Sites in all other districts, except in MPC or 125
PD Districts: 126
a. Drilling and Production Site Setbacks: 500 feet. 127
b. Minimum Setbacks: 250 feet. 128
c. Reverse Setbacks: 250 500 feet. 129
d. Minimum Reverse Setback: 250 feet. 130
3. For Existing Drilling and Production Sites in MPC or PD Districts, setbacks shall 131
be as provided in the MPC or PD District regulations, or as provided in subsequent site-132
specific applications approved prior to August 4, 2015. The Drilling and Production Site 133
Setbacks and Reverse Setbacks in Subsection C(2) above shall apply to any setback not 134
specified in the MPC or PD District regulations, or in subsequent site-specific 135
applications approved prior to August 4, 2015. 136
In order to reduce Drilling and Production Site Setbacks, the procedures outlined in 137
Subsection 6.2.3, General Permit Requirements for New and Existing Gas Well Sites shall 138
be followed. 139
D. Measurement of Setbacks 140
1. A Drilling and Production Site Setback shall be measured from the actual or 141
proposed boundaries of the Drilling and Production Site in a straight line, without regard 142
to intervening structures or objects, to the closest exterior point of any structure 143
occupied or utilized by a Protected Use or any residential lot boundary line on an 144
approved Residential Subdivision plat when not currently occupied by a Protected Use. 145
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Exhibit B –Subchapter 6 Amendments
2. The Reverse Setback shall be measured from the closest exterior point of the 146
proposed structure to be occupied or utilized by a Protected Use or residential lot, in a 147
straight line, without regard to intervening structures or objects, to the closest 148
boundary designated for the approved Gas Well Development Site Plan, or, if no Gas 149
Well Development Site Plan has been approved for the site, from the closest boundary 150
of the Existing Drilling and Production Site. For a proposed Residential Subdivision plat, 151
the Reverse Setback shall be measured from any undeveloped residential lot boundary 152
to the closest boundary designated for the approved Gas Well Development Site Plan, 153
or, if no Gas Well Development Site Plan has been approved for the site, from the 154
closest boundary of the Existing Drilling and Production Site. 155
3. For the purposes of setback measurements at public parks, measurements shall 156
be taken from any improvement such as a building, playground equipment, pool, splash 157
pad, regulation area of a permanent ball field or court, or pavilion. This definition does 158
not include flatwork such as parking lots, sidewalks, or trails. 159
34. The Reverse Setback for all other proposed Habitable Structures shall be the 160
distance prescribed by the Fire Code. No permanent Habitable Structure, however, shall 161
be located within the boundaries of a Drilling and Production Site. 162
E. Compliance with Fire Code Setbacks 163
In the event of any conflict between the setback provisions established by this Section 6.2: Gas 164
Well Development, and any setback provisions established by the Fire Code, as now adopted or 165
hereafter amended by the City of Denton, whichever provision provides for the larger setback 166
shall control. 167
F. Protected Use Setbacks 168
After the effective date of this amendatory ordinance, a property owner who constructs a 169
Protected Use must maintain a distance of 300 feet between the closest exterior point of the 170
proposed structure to be occupied by the Protected Use and any equipment on a Drilling and 171
Production Site that produces or stores flammable or combustible liquid or gas, to assure 172
efficient emergency response operations. After such date, an Operator who locates any 173
equipment that produces or stores flammable or combustible liquid or gas on a Drilling and 174
Production Site must maintain a distance of 300 feet between such equipment and the closest 175
exterior point of a structure occupied by a Protected Use. 176
6.2.3 General Permit Requirements for New and Existing Gas Well Sites 177
A. Permit Procedure Tracks 178
1. Gas Well Development Site Plan Required for Authorization of Multiple Wells 179
a. Other than for pending permit applications excepted from these regulations 180
under Subsection6.2.3E: Legal Non-Conformity; Exceptions, no Gas Well Permit shall be 181
issued until a Drilling and Production Site has been established through approval of a 182
Gas Well Development Site Plan for the well site. For an Existing Drilling and Production 183
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Exhibit B –Subchapter 6 Amendments
Site for which no Gas Well Development Site Plan has been approved, an Operator must 184
obtain approval for a Gas Well Development Site Plan under these regulations before 185
any additional wells may be permitted on the site, except as provided in Subsection 186
6.2.4A.1.b. 187
b. In order to satisfy the setback requirements of Subsection 6.2.2, Required 188
Authorization for Gas Well Development in City Limits, an Operator must use the 189
procedures for approval of a Gas Well Development Site Plan set forth in subsections 190
A(2), A(3), or A(4) of this Section. 191
c. Once a Gas Well Development Site Plan has been approved, Drilling and 192
Production Site Setback requirements will not apply to individual Gas Well Permit 193
applications authorized by the approved Gas Well Development Site Plan. No variance 194
or waiver from the setback for the Drilling and Production Site shall be required for 195
subsequent wells. 196
d. A new Gas Well Permit must be obtained for each well authorized by an 197
approved Gas Well Development Site Plan. 198
e. Once a Gas Well Development Site Plan has been approved for an Existing 199
Drilling and Production Site shown on a gas well development plat, such plat shall have 200
no further force and effect with respect to that Drilling and Production Site. 201
2. Procedures for Drilling and Production Sites that Meet Setback Requirements 202
For a New or Existing Drilling and Production Site that meets the setback requirements in 203
Subsection 6.2.2, Required Authorization for Gas Well Development in City Limits, an Operator 204
may apply for a Gas Well Development Site Plan pursuant to Subsection 6.2.4: Gas Well 205
Development Site Plans. 206
3. Procedures for Drilling and Production Sites That Do Not Meet Setback Requirements 207
For a New or Existing Drilling and Production Site that does not meet the setback requirements 208
in Subsection 6.2.2, Required Authorization for Gas Well Development in City Limits, the 209
Operator may seek a waiver from 100 percent of the owners of Protected Uses and the owners 210
of lots in Residential Subdivisions within the Drilling and Production Site Setback pursuant to 211
Subsection 6.2.6A. In the alternative, the Operator may apply for a variance from the setback 212
requirement from the Board of Adjustment pursuant to Subsection 6.2.6B. In the alternative, for 213
qualified Drilling and Production Sites, the Operator may obtain a reduction in the site setback 214
using incentive procedures in Subsection 6.2.6C. The Minimum Setback requirements under 215
Subsection 6.2.2, Required Authorization for Gas Well Development in City Limits, shall apply. 216
The notice provisions of Subsection 6.3.7B 7A apply to proceedings under this subsection. Once 217
a setback has been reduced through waivers or variance procedures, the Operator may apply 218
for a Gas Well Development Site Plan pursuant to Subsection 6.2.4. 219
4. Special Procedures for Setbacks in PD and MPC Districts 220
Exhibit B –Subchapter 6 Amendments
a. The Operator and the surface owner of land in a PD or MPC District may present 221
a unified plan that assures the compatibility of surface development and Gas Well 222
Development of the property, taking into consideration setbacks from Protected Uses 223
and Residential Subdivisions, traffic circulation and access, fire safety and emergency 224
response, noise and light mitigation and other factors necessary to achieve compatibility 225
of land uses. The plan may establish different Drilling and Production Site and Reverse 226
Setbacks that vary from those prescribed in Subsection 6.2.2, Required Authorization for 227
Gas Well Development in City Limits. The plan if approved by the City Council shall be 228
incorporated into the zoning district regulations. 229
b. Where the Drilling and Production Site and Reverse Setbacks for Existing Sites 230
within a PD or MPC district are less than the minimums set forth in Subsection 6.2.2, 231
Required Authorization for Gas Well Development in City Limits, no amendments to the 232
zoning district regulations for surface development or gas well development shall be 233
approved by the City Council unless the setbacks are conformed to the requirements of 234
this Section or a compatibility plan is presented and approved pursuant to paragraph 235
(4)(a) above. 236
5. Procedures for Protected Uses or Residential Lots that Do Not Meet Reverse Setback 237
Requirements 238
For a new Protected Use or residential lot that does not meet the setback requirements 239
in Subsection 6.2.2, Required Authorization for Gas Well Development in City Limits, the 240
property owner may apply for administrative relief using the alternative design 241
standards in 6.2.6C.2a, if applicable, or for a variance from the Reverse Setback 242
requirement from the Board of Adjustment pursuant to Subsection 6.2.6B. 243
B. Sequence of Gas Well Permits 244
The Operator must comply with all rules and regulations of the Fire Code and all other law, rules and 245
regulations applicable to gas well operations, including, but not limited to, the following provisions. No 246
Drilling or Production Activities may commence within the City limits until the following authorizations 247
have been obtained, in the following sequence: 248
1. Approval of a Gas Well Development Site Plan pursuant to Subsection 6.2.4, for new 249
sites. Upon approval of a Gas Well Development Site Plan, the Operator may commence 250
construction of a Drilling and Production Site. No disturbance of the land is allowed until a Gas 251
Well Development Site Plan is obtained. 252
2. The Operator shall obtain a Gas Well Permit for each new gas well on such site pursuant 253
to the application requirements and standards of Subsection 6.2.5. 254
3. Approval of a Temporary Above-Ground Storage Tank Permit from the Denton Fire 255
Department. 256
4. Approval of Gas Well Operational Permit from the Denton Fire Department. 257
Exhibit B –Subchapter 6 Amendments
5. When all approvals contained in paragraphs (1) through (4) above have been obtained, 258
applicant may commence Initial Drilling Activities. 259
6. Approval of a Flammable and Combustible Liquids Construction Permit from the Denton 260
Fire Department. 261
7. Approval of a Flammable and Combustible Liquids Operational Permit from the Denton 262
Fire Department. 263
8. When all approvals contained in paragraphs (1) through (7) above have been obtained, 264
applicant may commence Completion Operations and Production Activities. 265
9. Approval of an Open Flame Operational Permit from the Denton Fire Department for 266
flaring activities during any stage of operation. 267
10. New Drilling or Production Activities on an existing Drilling and Production Site that is 268
subject to an approved Watershed Permit, or on sites which required a Watershed Permit under 269
prior regulations, but for which site no Watershed Permit was issued, are subject to the 270
requirements of Subsection 6.3.9D. 271
11. The applications for any authorization for gas well drilling and production listed in this 272
Subsection B must be submitted and approved in the numerical order listed. No subsequent 273
application shall be determined to be complete and hereby is deemed to be incomplete until all 274
required prior applications have been approved, and no completeness determination shall be 275
made until such prior applications have been approved. 276
C. Expiration of Permits, Plans 277
Applications for gas well drilling and production shall expire under the following circumstances: 278
1. A Specific Use Permit which was approved under prior gas well regulations expires 279
according to its terms, or pursuant to DDC, paragraph 2.5.2C.6: Step 6: Post-Decision Actions 280
and Limitations. 281
2. A Watershed Protection Permit, if applicable, expires with the expiration of a Gas Well 282
Development Site Plan. 283
3. A Gas Well Development Site Plan for a new Drilling and Production Site expires unless a 284
complete application for a Gas Well Permit has been filed within one year of the date of 285
approval of the Site Plan, or no drilling and production activities have occurred on the Drilling 286
and Production Site for a period of three years. A Gas Well Development Site Plan for an Existing 287
Site does not expire, unless no drilling and production activities have occurred on the site for a 288
period of two years after all wells on the site have been plugged and abandoned. 289
4. A Gas Well Permit expires if Initial Drilling Activities have not commenced within one 290
year of the date of approval of the Gas Well Permit. 291
5. Following expiration of an approved application for gas well drilling and production, a 292
new application must be submitted. 293
Exhibit B –Subchapter 6 Amendments
D. Requirements are in Addition to Other Permits 294
The authorizations required by this Subchapter are in addition to, and not in lieu of, any permits that 295
may be required by any other provision of the Denton City Code, DDC or any other government agency. 296
E. Legal Non-Conformity; Exceptions 297
1. Non-Conformities 298
The provisions of Section 1.5, Nonconformities, are applicable to gas well drilling and production 299
activities, except as provided hereinafter. 300
a. For purposes of Section 1.5, Nonconformities, the drilling of a new gas well and 301
associated Production Activities do not constitute an existing lawful use. 302
b. The amendment of Table 5.2 A: Table of Allowed Uses and use-specific 303
standards in Section 5.3: Use-Specific Standards, to provide for gas well Drilling and 304
Production Activities shall not render non-conforming any Workover Operations, Drilling 305
Activities or Production Activities for an existing well conducted on an Existing Drilling 306
and Production Site, if such activities were authorized under a gas well permit that was 307
approved by the Gas Well Administrator pursuant to gas well regulations in effect prior 308
to the effective date of this amendatory ordinance. 309
c. The adoption of this amendatory ordinance or the application of such 310
regulations to an Existing Drilling and Production Site shall not render non-conforming 311
any Workover Operations, Drilling Activities or Production Activities for an existing well 312
on such site, if such activities were authorized under a gas well permit that was 313
approved by the Gas Well Administrator prior to the effective date of this amendatory 314
ordinance. 315
2. General Exceptions 316
The standards or procedures implemented by this amendatory ordinance shall not affect the 317
processing and approval or disapproval of an application for a gas well permit that was pending 318
for decision on the effective date of this amendatory ordinance, or any subsequent permit 319
applications for the same gas well, or for a gas well for which a gas well permit was approved 320
prior to the effective date of this amendatory ordinance, except to the extent necessary to give 321
effect to Subsection 6.2.3E. For purposes of Subsection 6.2.3E.2, an amended Gas Well 322
Development Site Plan application is not a subsequent permit application. 323
a. Authorizations or applications excepted under Subsection 6.2.3E.2. are subject 324
to all gas well drilling and production standards in effect immediately prior to the 325
effective date of this amendatory ordinance. 326
b. To the extent that any exception provided under Subsection 6.2.3E.2 is 327
dependent on an application pending on the effective date of an amendatory ordinance, 328
such application must have been approved subsequently in order for the exception to 329
apply. 330
Exhibit B –Subchapter 6 Amendments
c. City shall, prior to annexation, provide notice of the City's intent to annex to 331
each Operator affected by the annexation. Every Operator of a Drilling and Production 332
Site that has been annexed into the City shall register the Drilling and Production Site 333
not later than three days after the effective date of the annexation by contacting the 334
Gas Well Administrator to ensure that gas well development plats and gas well locations 335
are on file with the City. If they are not, the Operator shall provide the City with a copy 336
of a gas well development plat and gas well location information. 337
F. General Application Standard 338
In additional to any other remedies available at law or in equity, the City may initiate proceedings to 339
revoke any site plan, permit, variance or special exception approved pursuant to this Section 6.2: Gas 340
Well Development, upon discovery that the applicant supplied false, fraudulent or misleading 341
information that was material to approval of the application under the standards applicable to the 342
permit, variance or special exception. All site plan or permit applications or requests for relief to the 343
Board of Adjustment or requests for waivers shall be verified. 344
6.2.4 Gas Well Development Site Plans 345
A. Gas Well Development Site Plan 346
1. Applicability 347
a. A Gas Well Development Site Plan approved under this amendatory ordinance is 348
required to authorize multiple gas wells on a Drilling and Production Site and must be 349
approved prior to issuance of any Gas Well Permit for any new well on the site. 350
b. Notwithstanding subsection A, new wells identified on an approved Existing Gas 351
Well Development Site Plan may be permitted in accordance with the gas well 352
ordinance regulations in effect immediately prior to the effective date of this 353
amendatory ordinance. 354
c. A gas well development plat is not an Existing Gas Well Development Site Plan. 355
d. A Gas Well Development Site Plan is not required to authorize Workover 356
Operations, Drilling Activities or Production Activities for an existing gas well for which a 357
gas well permit was issued prior to the effective date of this amendatory ordinance. 358
2. Application Requirements 359
a. A cover page that includes a vicinity map of the Drilling and Production Site; a 360
Sheet Index that identifies the number of Exhibits with titles for each (exhibit titles shall 361
begin with the word 'Exhibit' and include the respective letter); the Project Title; the 362
date of preparation; the preparer, Operator, and property owner's names; space for the 363
City project number; and a signature block for both the Gas Well Administrator and the 364
City Secretary. 365
b. A mapping exhibit with an accurate legal description of the Drilling and 366
Production Site that was prepared and certified by a Registered Professional Land 367
Exhibit B –Subchapter 6 Amendments
Surveyor of the State of Texas. Provide closure sheet of bearings and distances used in 368
legal description. The exhibit shall include exact location, dimension, and description of 369
all existing public, proposed, or private easements, and public rights-of-way within the 370
lease area, intersecting or contiguous with its boundary, or forming such boundary. 371
Describe and locate all permanent survey monuments, pins, and control points and tie 372
and reference the survey corners to the Texas State Plane Coordinate System North 373
Central Zone 1983-1999 datum. Provide proposed pipeline route—note that a separate 374
application may be necessary if the proposed route encroaches onto any public 375
easement, right-of-way or land owned by the City of Denton. 376
c. The maximum size of a proposed Drilling and Production Site shall be three 377
acres, unless the Operator can demonstrate to the City at the time of filing of a Gas Well 378
Development Site Plan application that: (i) the surface owner(s) has agreed to a larger 379
site via a written agreement that will be recorded by the Operator in the Denton County 380
records, (ii) the surface owner is subject to a covenant in a written instrument, or 381
memorandum thereof, recorded prior to August 4, 2015, that authorizes a larger site, or 382
(iii) the Operator can demonstrate that a larger site is needed to accommodate the 383
planned gas well operations based upon the acreage that the Operator presently has 384
under the mineral lease; provided that no new Drilling and Production Site authorized 385
under (i), (ii) or (iii) may exceed seven acres, unless authorized by the Board of 386
Adjustment. For a Gas Well existing on the effective date of this amendatory ordinance, 387
evidence that the current Drilling and Production Site is greater than the maximum size 388
shall be sufficient proof to demonstrate that a larger site is needed to accommodate the 389
planned gas well operations proposed by the Gas Well Development Site Plan. A gas 390
well development plat is neither a written agreement nor a written instrument or 391
memorandum within the meaning of this subsection. 392
d. A map showing the distance from the boundaries of the Drilling and Production 393
Site from all Protected Uses and Residential Subdivisions. If the separation distance(s) 394
from Protected Uses and Residential Subdivisions do not meet the setback requirements 395
of Subsection 6.2.2, the application also must include a copy of the waivers approved 396
pursuant to Subsection 6.2.6A, or the approval of a setback variance approved by the 397
Board of Adjustment pursuant to Subsection 6.2.6B. If the Operator seeks to qualify the 398
proposed Drilling and Production Site for an administrative waiver pursuant to 399
Subsection 6.2.6C, the information therein required shall be submitted with the 400
application for site plan approval. 401
e. A site plan of the Drilling and Production Site, capable of being recorded, 402
showing clear site boundary lines and the location of all on-site improvements and 403
equipment, including: tanks, pipelines, compressors, separators, and other 404
appurtenances in relation to the boundaries of the site. 405
f. A legal description of the proposed Drilling and Production Site. 406
g. An Erosion and Sediment Control Plan. Such exhibit must include contact 407
information, a physical site description including: land uses; general vegetation and 408
Exhibit B –Subchapter 6 Amendments
surface water in near proximity; topography/contour lines both pre- and post-409
construction; hydrologic analysis including: stormwater directional flow, outfalls, water 410
well related structures and water sources; receiving waters; soils; project narrative with 411
general timeline; well pad site plan including: fueling areas, waste disposal containers, 412
hazardous materials storage, and product and condensate storage tanks, soil 413
stabilization and erosion control measures including: list of selected stormwater 414
measures, site map of selected stormwater measures, locations and final stabilization 415
plans; solid waste management plan, septic/portolet location; and maintenance plan for 416
stormwater controls including schedule and transfer of ownership provision. See Gas 417
Well Erosion and Sediment Control Plan Guidance Document for details. 418
h. An Access and Transportation Plan identifying the points of access and routes to 419
be followed on the road network supporting gas well development on the Drilling and 420
Production Site over time, and the internal circulation plan for the property containing 421
the proposed site, including provisions to protect vehicle access to Neighborhood 422
Streets. The Plan shall contain specifications for construction of the access road(s) and 423
on-site fire lanes that meet the standards for emergency access set forth in paragraph 424
6.3.2E. A map showing transportation route and road for equipment, supplies, 425
chemicals, or waste products used or produced by the gas well operation shall be 426
included. The map shall illustrate the length of all public roads that will be used for site 427
ingress and egress The water source proposed for both the drilling and fracturing stages 428
shall be identified in the Plan, together with a designation whether the water is to be 429
hauled or piped to the site. 430
i. A Landscape Plan. The project review planner will determine if a buffer is 431
required based on the adjacent land use(s). If the planner determines a buffer is 432
required, then a landscape plan must be submitted in accordance with the City of 433
Denton's Landscape Plan Checklist. Not every Drilling and Production Site requires a 434
landscape plan. 435
j. A Tree Inventory and Preservation and Mitigation Plan. For sites with trees, a 436
Tree Inventory and a Preservation Plan and Mitigation Plan pursuant to DDC, Subsection 437
7.7.4: Tree Preservation will be submitted. 438
k. A copy of any prior approvals required, including conditions imposed, such as a 439
specific use permit (SUP) or watershed protection permit; 440
l. A Noise Management Plan, prepared in accordance with paragraph 6.3.2F.2; 441
and 442
m. Proof of issuance of Notice of Activities pursuant to paragraph 6.3.7A.1. 443
3. Procedures and Criteria 444
a. Processing of Application 445
Exhibit B –Subchapter 6 Amendments
An application for a Gas Well Development Site Plan shall be processed in accordance 446
with the requirements of Subsection 2.6.6: Gas Well Development Plat, and shall be 447
decided by the Gas Well Administrator. 448
b. Criteria 449
The Gas Well Administrator shall approve the application if it meets the following 450
standards: 451
i. The site meets the setback requirements of Subsection 6.2.2, a waiver 452
has been granted or a variance from such standards has been approved by the 453
Board of Adjustment or the Gas Well Administrator. 454
ii. The application is consistent with any applicable SUP, MPC or PD site 455
specific authorization, or Watershed Protection Permit and any conditions 456
incorporated therein. 457
iii. The application meets applicable requirements of Subsection6.3.2. 458
iv. The size of the Drilling and Production Site can accommodate the 459
number of wells proposed. 460
v. The site is adequately served by a road network, does not take access 461
from any Neighborhood Street, and road remediation fees have been paid. 462
vi. Notice of the application has been posted pursuant to Subsection 6.3.7. 463
c. Conditions 464
The Gas Well Administrator may impose conditions that assure compliance with the 465
terms of the prior approvals or standards of this Subchapter. 466
4. Effect 467
The approval of a Gas Well Development Site Plan authorizes the Operator to apply for a Gas 468
Well Permit for each well authorized by the Site Plan and other permits required before 469
commencement of Drilling Activities on the Drilling and Production Site. 470
5. Recordation 471
An approved Gas Well Development Site Plan must be recorded by the Operator in the Denton 472
County Records prior to the issuance of a Gas Well Permit. 473
B. Amended Gas Well Site Plan 474
1. If the Operator proposes to do any of the following, an Amended Gas Well Development 475
Site Plan shall be required. The applications shall be reviewed and decided in the same manner 476
as the original application. 477
a. Relocate the boundaries of the Drilling and Production Site. 478
b. Expand the boundaries of the Drilling and Production Site. 479
Exhibit B –Subchapter 6 Amendments
c. Change the layout of the structures or appurtenances within the boundaries of 480
the approved Drilling and Production Site. 481
d. Change the access road(s) or the location of the access road(s). 482
2. The application shall be reviewed and decided in the same manner as the original 483
application for the Drilling and Production Site. 484
3. The setback requirements of Subsection 6.2.2 shall apply to activities described in 485
paragraphs 6.2.4B.1.a and 6.2.4B.1.b above. 486
4. An approved Amended Gas Well Development Site Plan shall be recorded as required by 487
paragraph 6.2.4A.5 above. 488
C. Expiration and Extension of Gas Well Development Site Plans 489
1. A Gas Well Development Site Plan for a new Drilling and Production Site expires unless a 490
complete application for a Gas Well Permit has been filed within one year of the date of 491
approval of the Site Plan, or no drilling and production activities have occurred on the Site for a 492
period of three years. 493
2. A Gas Well Development Site Plan for an Existing Site does not expire, unless no drilling 494
and production activities have occurred on the site for a period of two years after all wells on 495
the site have been plugged and abandoned. 496
3. An Operator may seek a special exception from the Board of Adjustment pursuant to 497
paragraph 6.2.6B for a one-year extension of the expiration date for a Gas Well Development 498
Site Plan for a new Drilling and Production Site. 499
6.2.5 Gas Well Permits 500
A. Applicability and Exceptions 501
1. Any person, acting for himself or acting as an agent, employee, independent contractor, 502
or servant for any person, shall not engage in Initial Drilling Activities within the corporate limits 503
of the City without first obtaining a Gas Well Permit. 504
2. A Gas Well Permit shall be required for each well. No Gas Well Permit shall be issued for 505
multiple wells. 506
3. A Gas Well Permit shall not be required for exploration for gas. Exploration of gas means 507
geologic or geophysical activities, including, but not limited to surveying and seismic exploration 508
not involving explosive charges, related to the search for oil, gas, or other sub-surface 509
hydrocarbons. A seismic permit is required for impact-based exploration. 510
4. A Gas Well Permit shall constitute authority for Initial Drilling Activities, Completion 511
Operations, Production Operations, Workover Operations and Redrilling with proper notice 512
pursuant to Subsection 6.3.7. 513
5. By acceptance of any Gas Well Permit issued pursuant to this section, the Operator 514
expressly stipulates and agrees to be bound by and comply with the provisions of this Section 515
Exhibit B –Subchapter 6 Amendments
6.2: Gas Well Development and Section 6.3: Gas Well Drilling and Production, of this DDC. The 516
terms of such provisions shall be deemed to be incorporated in any Gas Well Permit issued 517
pursuant to this section with the same force and effect as if such gas well development 518
regulations were set forth verbatim in such Gas Well Permit. 519
6. A Gas Well Permit is not required to authorize Workover Operations, Drilling Activities 520
or Production Activities for an existing well conducted on an Existing Site, if such activities were 521
authorized under a gas well permit approved by the Gas Well Administrator pursuant to gas well 522
regulations in effect prior to the effective date of this amendatory ordinance; provided that 523
nuisance and sound mitigation requirements under paragraph 6.3.2F.1 and paragraph 6.3.2F.2 524
and notice requirements under Subsection 6.3.7C shall apply to such activities. An Operator is 525
not relieved from the obligation to obtain additional Fire Code permits for such activities. 526
B. Application Requirements 527
Applications for Gas Well Permits shall include the following: 528
1. File marked copy of recorded Gas Well Site Development Plan; 529
2. A completed application and permit form provided by the City that is signed by the 530
applicant; 531
3. The application fee; 532
4. Upon completion of construction of the Drilling and Production Site, a copy of the As-533
built Gas Well Development Site Plan; 534
5. A copy of the permit issued by the RRC and corresponding API number; 535
6. Well and Operator information; 536
7. Description of work to be performed; 537
8. Anticipated start date; 538
9. Water source to be used for Completion Operations; 539
10. Verification that notices were provided in accordance with Subsection 6.3.7B; and 540
11. Proof of insurance and security. 541
C. Procedures and Criteria 542
1. Filing of Application 543
All applications for Gas Well Permits shall be filed with the Department. Incomplete applications 544
shall be returned to the applicant, in which case the City shall provide a written explanation of 545
the deficiencies. The City shall retain a processing fee determined by ordinance. The City may 546
return any application as incomplete if there is a dispute pending before the Railroad 547
Commission regarding the identity or authority of the Operator for the gas well. 548
2. Criteria 549
Exhibit B –Subchapter 6 Amendments
The Gas Well Administrator shall approve the application if it meets the following standards: 550
a. The application is consistent with the approved Gas Well Development Site Plan 551
and any conditions incorporated therein. 552
b. The application meets applicable standards of Section6.3. 553
c. The application is in conformance with the insurance and security requirements 554
set forth in Subsection 6.3.3 and Subsection 6.3.4. 555
3. Conditions 556
The Gas Well Administrator shall not approve a Gas Well Permit until after the Operator has 557
provided: 558
a. The security and insurance required by Subsections 6.3.3 and 6.3.4; 559
b. Payment of the required Road Damage Remediation Fee that will obligate the 560
Operator to repair damage excluding ordinary wear and tear, if any, to public streets, 561
including but not limited to, damage to bridges caused by the Operator or by the 562
Operator's employees, agents, contractors, subcontractors or representatives in the 563
performance of any activity authorized by or contemplated by the approved Gas Well 564
Permit. 565
4. An Operator may obtain a conditional Gas Well Permit contingent upon the submittal of 566
an As-Built Gas Well Development Site Plan that conforms to the approved Gas Well 567
Development Site Plan. The Gas Well Administrator shall review the As-Built submittal within 568
three business days. Upon the written determination of the Gas Well Administrator that the As-569
Built Gas Well Development Site Plan conforms to the legal description as approved in the Gas 570
Well Development Site Plan, the Operator may commence Drilling Activities. 571
5. Contents of Permit 572
Each Gas Well Permit issued by the Gas Well Administrator shall: 573
a. Identify the name of each well and its Operator; 574
b. Specify the date on which the Gas Well Administrator issued each Permit; 575
c. Specify the Permit expiration date; 576
d. Specify that if drilling is commenced before the Permit expires, the Permit shall 577
continue until the well covered by the Permit is abandoned and the site restored; 578
e. Incorporate, by reference, the insurance and security requirements set forth in 579
Subsections 6.3.3 and Subsection 6.3.4; 580
f. Incorporate, by reference, the requirement for periodic reports set forth in 581
Subsection 6.3.6 and for Notice of Activities set forth in Subsection 6.3.7; 582
g. Incorporate the full text of the release of liability provisions set forth in 583
Subsection 6.3.3A; 584
Exhibit B –Subchapter 6 Amendments
h. Incorporate, by reference, the conditions of the applicable Watershed 585
Protection Permit to which the Gas Well Permit is subject; 586
i. Incorporate, by reference, the information contained in the Permit application; 587
j. Include the statement that all Drilling and Production Activities are subject to 588
the applicable rules and regulations of the RRC, including the applicable "Field Rules," 589
TCEQ and United States Army Corps of Engineers; 590
k. Contain the name, address, and phone number of the person designated to 591
receive notices from the City; 592
l. Contain the name, address and phone number of the person designated to 593
receive service of process from the City, which person shall be a resident of Texas that 594
can be served in person or by registered or certified mail; 595
m. Incorporate the well's RRC permit number and the American Petroleum 596
Institute (API) number; 597
n. Incorporate, by reference all other applicable provisions set forth in the DDC; 598
o. Contain a notarized statement signed by the Operator, or designee, that the 599
information is, to the best knowledge and belief of the Operator or designee, true and 600
correct; 601
p. Contain a statement that the Operator acknowledges and voluntarily consents 602
to be inspected by the City to ensure compliance with this section, Section 6.3: Gas Well 603
Drilling and Production, and applicable provisions of the DDC, and the Municipal Code of 604
Ordinances; and 605
q. If the Drilling and Production Site has not been constructed, an As-Built Gas Well 606
Development Site Plan must be approved prior to commencement of Drilling Activities. 607
6. Denial of Permit 608
a. The decision of the Gas Well Administrator to deny an application for a Gas Well 609
Permit shall be provided to the Operator in writing within 10 days after the decision, 610
including an explanation of the basis for the decision. 611
b. If an application for a Gas Well Permit is denied by the Gas Well Administrator, 612
nothing herein contained shall prevent a new Gas Well Permit application from being re-613
submitted. 614
D. Expiration of Gas Well Permit 615
1. A Gas Well Permit is valid for a period of one year and shall automatically expire, unless 616
Initial Drilling Activities have commenced prior to such date. 617
2. If a Gas Well Permit has been issued by the City but Initial Drilling Activities have not 618
commenced prior to the expiration date of the Permit, the Permit shall not be extended unless a 619
special exception has been approved by the Board of Adjustment pursuant to Subsection 6.2.6; 620
Exhibit B –Subchapter 6 Amendments
however, the Operator may reapply for a new Permit, as long as the Gas Well Development Site 621
Plan remains in effect. 622
E. Transfer of Gas Well Permit 623
A Gas Well Permit may be transferred by the Operator with the written consent of the City if the 624
transfer is in writing signed by both parties, if the transferee agrees to be bound by the terms and 625
conditions of the transferred Permit, if all information previously provided to the City as part of the 626
application for the transferred Permit is updated to reflect any changes, and if the transferee provides 627
the insurance and security required by Subsections 6.3.3 and Subsection 6.3.4. The insurance and 628
security provided by the transferor shall be released if a copy of the written transfer is provided to the 629
City and all other requirements provided in this subsection are satisfied. The transfer shall not relieve 630
the transferor from any liability to the City arising out of any activities conducted prior to the transfer. 631
6.2.6 Relief Measures 632
A. Waiver Procedures for Drilling and Production Site Setback Reductions 633
1. Property Owner Waivers for Drilling and Production Sites 634
An Operator may obtain a reduction in the Drilling and Production Site Setback requirements of 635
Subsection 6.2.2 by procuring written, notarized waivers from 100 percent of the owners of 636
Protected Uses and the owners of lots in Residential subdivisions that are within the required 637
setback. 638
a. Property owner waivers must be in a format approved by the City and shall 639
include an aerial exhibit attached clearly depicting the boundaries of the proposed 640
Drilling and Production Site where well development could occur and the closest 641
dimension to each Protected Use and each lot in the Residential Subdivision for which 642
the waiver is being requested. Signatures are required on both the form and exhibit. 643
b. Written notarized waivers granted by all the property owners within the 644
prescribed setback distance from a Drilling and Production Site must be filed, at the 645
expense of the Operator, in the Denton County records. All waivers must identify the 646
property address, block and lot number, subdivision name and plat volume and page 647
number. Copies of filed property owner waivers must be submitted with the filing of a 648
complete application for a Gas Well Development Site Plan. 649
c. If the Operator fails to obtain written waivers from all property owners within 650
the prescribed Drilling and Production Site Setback, the Operator may submit a request 651
for a variance to the Board of Adjustment pursuant to Subsection 6.2.6B, or a request 652
for an administrative variance, pursuant to Subsection 6.2.6C. 653
2. Effect of Surface Development on Drilling and Production Site Setback Waivers 654
After the effective date of this amendatory ordinance, when a property owner constructs a 655
Protected Use or develops a Residential Subdivision within the Drilling and Production Site 656
Setback for an Existing Site prescribed by Subsection 6.2.2C, such property owner shall be 657
deemed to have granted the Operator a waiver in satisfaction of paragraph (1) requirements 658
Exhibit B –Subchapter 6 Amendments
above for that property containing the Protected Use or constituting the Residential Subdivision. 659
This waiver shall apply to all successor property owners. This does not relieve an Operator from 660
obtaining waiver(s) from all other property owners located within the Drilling and Production 661
Site Setback for the Existing Site. 662
3. The notice provisions of Subsection 6.3.7B apply to procedures under this subsection 663
(A). 664
B. Board of Adjustment Proceedings 665
1. The Board of Adjustment shall hear and decide appeals of orders, decisions, or 666
determinations made by the Gas Well Administrator relative to the application and 667
interpretation of this Section 6.2: Gas Well Development, except for vested rights appeals and 668
matters described in paragraph 6.3.8F: Permit Suspension or Revocation, furthermore, the 669
Board of Adjustment shall hear and decide requests for variances to the provisions of this 670
Section 6.2: Gas Well Development, under the relevant criteria set forth below. The Board may 671
also grant special exceptions extending the expiration date of a Gas Well Development Site Plan 672
or a Gas Well Permit for a period not to exceed one year. Any Operator, or surface owner, or 673
affected property owner who desires to appeal the decision of the Gas Well Administrator or 674
Director, request a variance, or request a special exception may file the appeal or request to the 675
Board of Adjustment pursuant to Subsection 2.8.1: Variance of the DDC. Appeal fees shall be 676
required for every appeal, variance, or special exception request. For purposes of this Section, 677
the Gas Well Administrator has designated authority from the Director of Planning to make final 678
orders, decisions, or determinations. 679
a. Standard of review for appeals. The members of the Board of Adjustment shall 680
have and exercise the authority to hear and determine appeals where it is alleged there 681
is error or abuse of discretion regarding the approval or denial of a Gas Well 682
Development Site Plan or Gas Well Permit. The Board of Adjustment may reverse or 683
affirm, in whole or in part, or modify the Gas Well Administrator's order, requirement, 684
decision or determination from which an appeal is taken. 685
b. General criteria for review of variances. In deciding requests for variances, the 686
Board of Adjustment shall consider, where applicable, the following relevant criteria: 687
i. Whether there are special circumstances existing on the property on 688
which the application is made related to size, shape, area, topography, 689
surrounding conditions and location that do not apply generally to other 690
property in the vicinity; 691
ii. Whether a variance is necessary to permit the applicant the same rights 692
in the use of his property that are presently enjoyed by other similarly situated 693
properties, but which rights are denied to the property on which the application 694
is made; 695
iii. Whether the granting of the variance on the specific property will 696
adversely affect any other feature of the comprehensive master plan of the City; 697
Exhibit B –Subchapter 6 Amendments
iv. Whether the variance, if granted, will be of no material detriment to the 698
public welfare or injury to the use, enjoyment, or value of property in the 699
vicinity; 700
v. Whether the operations proposed are reasonable under the 701
circumstances and conditions prevailing in the vicinity considering the particular 702
location and the character of the improvements located there; and 703
vi. Whether the operations proposed are consistent with the health, safety 704
and welfare of the public when and if conducted in accordance with the Gas 705
Well Development Site Plan or Gas Well Permit conditions to be imposed. 706
2. Standard of Review for Setback Variances 707
a. In deciding requests for variances from Drilling and Production Site Setbacks, 708
the Board of Adjustment shall consider, where applicable and in addition to the general 709
criteria stated in paragraph (1.b) above, the following relevant criteria: 710
i. Whether there is reasonable access for City fire personnel and 711
firefighting equipment, including the ability to safely evacuate potentially 712
affected residents. 713
ii. The extent to which the Operator and the surface owner(s) are in 714
agreement on a plan for development of the property, have provided for 715
adequate access and traffic circulation, and taken measures to promote 716
compatibility of gas well development and other surface development of the 717
property. 718
iii. For a request by an Operator to reduce Drilling and Production Site 719
Setbacks, whether the impact upon adjacent property and the general public 720
from gas well development under the requested setback will be substantially 721
increased, considering: 722
a. The reasonable use of the mineral estate by the mineral estate 723
owner(s) to explore, develop, and produce the minerals; 724
b. The availability of alternative drilling sites; and 725
c. The number of owners of Protected Uses or lots in a Residential 726
Subdivision who are willing to waive the Drilling and Production Site 727
Setback as requested or in modified form. 728
b. In deciding the request for a variance from setback requirements, the Board 729
may approve the request as granted, modify the request, or deny the request. In 730
granting a variance for reduction of a Drilling and Production Site Setback, the Board 731
may impose such conditions as are necessary to mitigate the impacts of the reduced 732
setbacks and to preserve the public health and safety, including but not limited to, the 733
enhanced mitigation standards contained in Subsection 6.3.2G. 734
Exhibit B –Subchapter 6 Amendments
c. In deciding requests by a property owner or developer of a Protected Use or 735
residential lot for a variance from Reverse Setbacks that do not meet the requirements 736
for administrative alternative site design approval as described in Subsection 6.2.6.C, 737
the Board of Adjustment shall consider, where applicable and in addition to, the general 738
criteria stated in Section 6.2.6.B.1.b, the following relevant criteria: 739
i. The reasonable use of the surface of the subject property by the property 740
owner or developer; 741
ii. The availability of alternative site designs or subdivision layouts; and 742
iii. Compatibility with any existing Gas Well Development Site Plan or Gas Well 743
Plat. 744
cd. In no event shall the Board of Adjustment reduce the Minimum Setbacks set 745
forth in Subsection 6.2.2. 746
3. The Board of Adjustment shall determine whether to grant an extension of the 747
expiration for a Gas Well Development Site Plan or Gas Well Permit based upon whether there 748
are circumstances reasonably beyond the control of the Operator, including any delay on the 749
part of the City in issuing subsequent permits, that justify an extension of the Site Plan or 750
Permits, in order that the Operator may enjoy the same rights in the use of the property that are 751
presently enjoyed by other similarly situated properties, but which rights are denied to the 752
property for which the Site Plan or Permits have expired or are suspended. 753
4. Any action under this subsection B shall require a three-fourths majority vote of the 754
entire Board of Adjustment. 755
5. Any Operator or other person aggrieved by any decision of the Board of Adjustment 756
may present to a court of record a petition, duly verified, stating that such decision is illegal, in 757
whole or in part, and specifying the grounds of the alleged illegality. Such petition shall be 758
presented within 10 days after the date on which the decision of the Board of Adjustment was 759
rendered and not thereafter, and judicial review of the petition shall be pursuant to TLGC, § 760
211.011, as amended. 761
C. Administrative Variance Relief Procedures 762
1. Drilling and Production Site Setbacks. An Operator may request an administrative variance 763
relief to the Drilling and Production Site Setback requirements of Subsection 6.2.2 for a New or 764
Existing Site from the Gas Well Administrator under the following circumstances: 765
a1. The Operator has at least one Existing Site on the property under mineral lease 766
for the property or for contiguous leased property; 767
2b. Such Existing Site(s) is located closer to Protected Uses or Residential 768
Subdivisions than is the proposed Drilling and Production Site to such uses; and 769
Formatted: Indent: Left: 0.5"
Formatted: Indent: Left: 1"
Exhibit B –Subchapter 6 Amendments
3c. The Operator agrees in a written instrument capable of recording to limit gas 770
well development on such Existing Site(s) to existing Gas Well Drilling and Production 771
Activities. 772
For each Existing Site so restricted, the Gas Well Administrator may reduce the Drilling and 773
Production Site Setback by an amount calculated as follows: 50 percent of the difference 774
between the Drilling and Production Site Setback and the Minimum Setback. As a condition of 775
granting the administrative variance, the Gas Well Administrator shall require that the 776
Operator's written agreement be recorded in the Denton County records at the Operator's 777
expense. 778
2. Reverse Gas Well Setbacks. The Director may grant administrative relief from the Reverse 779
Setback requirements of Section 6.2.2 upon application of the owner of a Protected Use or 780
residential lot where (i) the property owner has utilized all applicable options for alternative site 781
designs and DDC flexibility provisions to maximize buildable area and (ii) fifty percent (50%) or 782
more of the subject property remainsis encumbered by the Reverse Gas Well Setback. 783
In applying alternative site designs to a subject property under this section: 784
i. For a residential subdivision, the standards for Cluster Developments in 785
Subsection 8.3.4 may be applied without having to meet the minimum parcel 786
size of 5 acres as stated in 8.3.4B.2 and without requiring approval of a Planned 787
Development (PD) in accordance with 8.3.4C.1. Plats for cluster subdivisions 788
shall require approval by the Planning and Zoning Commission in accordance 789
with the applicable procedures in Subchapter 2. 790
ii. For all other Protected Uses, the applicable maximum building height and 791
maximum building coverage may be increased by 20%, and the minimum unit 792
size and minimum required number of parking spaces may be reduced by 20%. 793
D. Vested Rights Appeals 794
Any person who claims that he has obtained a vested right pursuant to TLGC, Chapter 245, or other 795
applicable vesting law under prior gas well development regulations from the requirements of Section 796
6.2: Gas Well Development and Section 6.3: Gas Well Drilling and Production, as they pertain to gas well 797
development, may request a determination pursuant to Subsection 2.5.6: Vested Rights. For proposed 798
gas wells to be located inside the City limits, the petitioner shall include a statement of the reasons why 799
the regulations contained in Section 6.3: Gas Well Drilling and Production or Section 6.2: Gas Well 800
Development, as they pertain to Gas Well Development are not exempt pursuant to TLGC section 801
245.004. 802
6.3 Gas Well Drilling and Production 803
6.3.1 Definitions 804
For the purpose of this Subchapter 6: Gas Wells, certain words and terms shall be defined and 805
interpreted as follows. Interpretations of meaning shall be made by the Director of Planning and 806
Development based on the provisions of Subsection 2.8.6, Interpretations. Appeals of staff 807
Exhibit B –Subchapter 6 Amendments
interpretations of this Subchapter shall be heard as a Board of Adjustment proceeding in accordance 808
with Subsection 2.8.1: Variance. 809
As-Built Gas Well Development Site Plan 810
A Gas Well Development Site Plan depicting the boundaries of the subject Drilling and Production Site as 811
constructed. 812
Completion Operations 813
The term used to describe the events and equipment necessary to bring a wellbore into production once 814
drilling operations have been concluded, including, but not limited to, well stimulation activities, the 815
assembly of downhole tubular, or installing equipment in the well to allow a safe and controlled flow of 816
petroleum or hydro carbons from the well. This definition describes all events performed and 817
equipment used for completion of a well, whether performed the first time on a well or as subsequent 818
treatments to an existing well. 819
Compressor 820
A device that raises the pressure of natural gas. 821
Contaminant 822
Any substance capable of contaminating a non-related homogeneous material, fluid, gas or 823
environment. 824
Cure Period 825
The amount of time granted to remedy a violation of this Chapter. 826
Daytime 827
The hours between 7:00 a.m. and 7:00 p.m. CST on any given day. 828
Drilling 829
Term used to typically describe the means by which the earth is bored to create a pathway to 830
formations containing hydrocarbons to allow for their production to the surface. It can employ various 831
types of mobilized drilling equipment to create a wellbore while incorporating drilling fluids to cool the 832
bit, to condition the hole, to remove drilled cuttings and to maintain an overbalanced pressure gradient 833
against the formation that may contain inherently pressurized well fluids. 834
Drilling Activities 835
Those activities commonly performed at a Drilling and Production Site necessary or incidental to getting 836
hydrocarbons to market; including but not limited to a well redrill or any hydraulic refracturing, initial 837
drilling and completion operations, but not including Production Activities. 838
Drilling and Production Site 839
The area dedicated to all authorized above ground gas well drilling and production activities related to 840
an oil and gas operation on an improved area and containing all wells, structures, dehydrators, parking 841
Exhibit B –Subchapter 6 Amendments
areas, security cameras, lighting, tanks, tank battery (or any other tank grouping area), drilling rigs, 842
separators, lift compressors, perimeter walls, utilities, and all other features or objects used during and 843
after gas well drilling or production activities, as depicted on a Gas Well Development Plat or Gas Well 844
Development Site Plan, but excluding pits, gathering and transmission lines and compressor stations. 845
Drilling and Production Site includes the terms gas well park, gas well pad site, pad site, and drilling and 846
production area. 847
Drilling and Production Site Setback 848
The distance that the site must be separated by an Operator from an existing Protected Use or from a 849
Residential Subdivision. 850
Existing Drilling and Production Site or Existing Site 851
A Drilling and Production Site that was specifically depicted and approved on a Gas Well Development 852
Site Plan, or a gas well development plat, prior to August 18, 2015, and on which one or more gas wells 853
exist. Where the boundaries of such site have not been defined by metes and bounds or lot/block 854
description on an approved gas well development plat, this term describes the improved surface area 855
incorporating all facilities and appurtenances currently contained on the developed Drilling and 856
Production Site. An Existing Site also includes a Drilling and Production Site designated in a MPC or PD 857
District, and approved via a site-specific authorization, whether or not one or more wells exist on the 858
site, provided that the site-specific authorization includes a metes and bounds description or a metes 859
and bounds description is provided within three months of this amendatory ordinance. 860
Existing Gas Well Development Site Plan 861
A Gas Well Development Site Plan that was approved by the City after August 4, 2010 that established 862
setback boundaries and identified a specific number of wells to be constructed on the subject Drilling 863
and Production Site. 864
Exploration 865
Geologic or geophysical activities, including, but not limited to surveying and seismic exploration, 866
related to the search for oil, gas, or other sub-surface hydrocarbons. 867
Floodplain 868
See Subchapter 9: Definitions, for definition. 869
Flood Fringe 870
See Subchapter 9: Definitions, for definition. 871
Floodway 872
See Subchapter 9: Definitions, for definition. 873
Flowback 874
Exhibit B –Subchapter 6 Amendments
The process of allowing fluids to flow from a well following a treatment, either in preparation for a 875
subsequent phase of treatment or in preparation for cleanup and returning the well to production. The 876
flowback period occurs as a stage within Completion Operations. 877
Freshwater Well 878
A private water well used by a Protected Use. 879
Gas 880
A naturally-occurring gaseous substance, including substances primarily composed of methane and 881
other light, gaseous hydrocarbons. 882
Gas Processing Plant 883
A facility, separate and distinct from a Drilling and Production Site, engaged in the extraction of natural 884
gas liquids from field natural gas, or the fractionation of mixed natural gas liquids to natural gas 885
products, or a combination of both. 886
Gas Well 887
A hole or bore drilled to any horizon, formation, or strata for the purpose of producing or storing natural 888
gas, or other liquid hydrocarbons. 889
Gas Well Administrator 890
The administrative official designated by the City of Denton that is responsible for evaluating the 891
impacts of exploration, development, and production of oil and/or gas wells. Responsibilities include 892
environmentally sensitive areas review, erosion control inspection, monitoring, and evaluating 893
compliance with federal, state, and local regulations. 894
Gas Well Development 895
Any drilling activity or production activity performed on an approved Drilling and Production Site. 896
Gas Well Development Site Plan 897
The initial approval authorizing wells to be drilled at one Drilling and Production Site that sets the 898
boundaries used for setback measurements and contains all the information required by this Subchapter 899
6: Gas Wells. 900
Gas Well Drilling and Production Activities 901
(A/K/A drilling and production activity(ies), drilling and production) As used in this Chapter, gas well 902
drilling and production activities encompasses all three of the following: Initial Drilling Activities, 903
Completion Operations and Production Activities. 904
Gas Well Permit 905
A written license that is granted by the City of Denton pursuant to Subsection 6.2.5: Gas Well Permits. A 906
Gas Well Permit is required for each separate well. The term "gas well permit" in lower case letters 907
refers to a permit approved by the City of Denton under gas well regulations in effect prior to the 908
Exhibit B –Subchapter 6 Amendments
effective date of this amendatory ordinance, as the context may indicate, which authorized drilling and 909
production activities on a gas well existing on such effective date. 910
Habitable Structure 911
Structures suitable for human habitation or occupation for which a Certificate of Occupancy or Final 912
Inspection Certificate is required, including but not limited to, public buildings and enclosed buildings 913
used for commercial or industrial purposes. A habitable structure shall not include accessory buildings, 914
barns, garages and sheds. 915
Hazardous Materials Management Plan 916
The hazardous materials management plan and hazardous materials inventory statements required by 917
the Fire Code. 918
Hydraulic Fracturing 919
A well stimulant treatment that involves the process of directing pressurized fluids containing any 920
combination of water, propellant, and any added chemicals to penetrate tight formations, such as shale 921
or coal formations, that subsequently require high rate, extended flowback to expel fracture fluids and 922
solids during completions. Hydraulic Fracturing occurs as a stage within Completion Operations. 923
Initial Drilling Activities 924
The portion of the Drilling Activities that includes the means by which a portion of the earth is originally 925
bored in order to create a pathway to formations containing hydrocarbons to allow for their production 926
to the surface. 927
Lightning Protection System 928
An integrated system designed to ground metal equipment on a rig, well pad or at a tank battery 929
location for protection against electrical shock, fire or explosion due to lightning. 930
Liner 931
In pit construction, a liner is an impervious material, either synthetic or natural, that is used to line the 932
interior of a pit to prevent pit fluids from leaking or leaching into the environment. 933
Minimum Reverse Setback 934
The minimum distance a Protected Use or residential lot must be separated by a surface owner from an 935
approved Drilling and Production Site or from a gas well within such site after administrative relief or a 936
variance is granted to reduce the reverse setback requirement. 937
Minimum Setback 938
The minimum distance a Drilling and Production Site must be separated by an Operator from a 939
Protected Use or from a Residential Subdivision after a waiver or variance is granted to reduce the 940
setback requirement. 941
New Drilling and Production Site or New Site 942
Exhibit B –Subchapter 6 Amendments
A proposed Drilling and Production Site that is other than an Existing Site. 943
Operator 944
The person(s) in charge and in control of drilling, maintaining, operating, pumping, or controlling any 945
well or pipeline including without limitation, a unit Operator. 946
Plugging and Abandonment 947
Includes the plugging of the well, abandoned, orphaned or otherwise, in accordance with RRC Statewide 948
Rule 3.14 or its successor regulation and restoration of the Drilling and Production Site as required by 949
the RRC. 950
Production Activities (A/K/A Production) 951
The phase that occurs after Exploration, Initial Drilling Activities and Completion Operations and during 952
which time hydrocarbons are stored or drained from an underground reservoir involving operations 953
performed on a Drilling and Production Site, excluding those operations and facilities as defined and 954
regulated by the Pipeline Safety Act of 1994, 49 U.S.C. §§ 60101-60137. 955
Protected Use 956
Any dwelling, church, public park, public library, hospital, pre-kindergarten, kindergarten or elementary, 957
middle or high school, public pool, public transit center, senior center, public recreation center, hotel or 958
motel. 959
Railroad Commission (RRC) 960
The Railroad Commission of Texas. 961
Redrill 962
Any work to an existing well bore or an existing surface hole location after Initial Drilling Activities that 963
requires a new permit from the Texas Railroad Commission. This definition includes, but is not limited 964
to, drilling into a new horizon or drilling multiple directionals from the same surface hole location or 965
using the same vertical wellbore. 966
Residential Subdivision 967
A subdivision designated for residential use for two or more dwellings. 968
Reverse Setback 969
The minimum distance that a Protected Use or residential lot must be separated by a surface owner 970
from an approved Drilling and Production Site or from a gas well within such site. 971
Site Access Road 972
The route depicted and approved on the Gas Well Development Site Plan or Gas Well Development Plat 973
that identifies the ingress and egress point used to access the Drilling and Production Site from an 974
existing City, County, or State maintained roadway. 975
Site Preparation 976
Exhibit B –Subchapter 6 Amendments
To ready a Drilling and Protection Site for Initial Drilling Activities by installing erosion and sediment 977
control practices, performing clearing and grading activities of the Drilling and Production Site or Site 978
Access Road. 979
Site-specific Authorization 980
The prior approval by ordinance of the City Council, of one or more specifically located and defined gas 981
well site locations, subject to further site design, development, regulatory and permitting requirements, 982
as set forth in this DDC or as specified within the site approval ordinance (or both), as applicable. 983
Spud 984
The start of the well drilling process by removing rock, dirt, or other sedimentary material with the drill 985
bit. 986
Tank 987
Any storage vessel that contains an accumulation of crude oil, condensate, intermediate hydrocarbon 988
liquids, or produced water; is constructed primarily of non-earthen materials (such as wood, concrete, 989
metal, fiberglass, steel or plastic) which provide structural support; is not skid-mounted or permanently 990
attached to something that is mobile; and is intended to be located at the Drilling and Production Site 991
for more than 90 consecutive days. 992
Well Stimulation 993
A treatment performed to restore or enhance the productivity of a well by opening new channels in the 994
rock for the oil and gas to flow through; including, but not limited to fracturing, hydraulic or otherwise, 995
injection of acid, or the use of charges to break up the rock. 996
Workover Operation 997
Work performed on a well after its initial completion to secure production where there has been none, 998
to restore production that has ceased, or to enhance or increase production within the zone originally 999
completed or to repair the well. Workover operations do not include redrills or completion activities. 1000
6.3.2 Standards for Gas Well Drilling and Production 1001
The drilling and production of gas wells within the City limits shall be subject to the following standards. 1002
A. Prohibited or Restricted Locations, Uses and Activities 1003
1. No gas well Drilling and Production Sites shall be allowed on slopes greater than 10 1004
percent. 1005
2. No Drilling and Production Site shall be located within any of the streets or alleys of the 1006
City or streets or alleys shown by the current Comprehensive Plan of the City of Denton. No 1007
street shall be blocked or encumbered or closed due to any exploration, drilling, or production 1008
activities unless prior consent is obtained from the City Manager, and then only temporarily. 1009
3. Nothing in this Section is intended to prevent an Operator from drilling directionally to 1010
reach a target or bottom hole that is located beneath a prohibited or restricted site. Gas wells 1011
Exhibit B –Subchapter 6 Amendments
may have a target location or bottom-hole location that is under the floodway, an ESA or within 1012
1,200 feet of the flood pool elevation of Lake Ray Roberts or Lake Lewisville when the gas well is 1013
drilled directionally from a location outside such areas. 1014
4. No refining process, or any process for the extraction of products from gas, shall be 1015
carried on at a Drilling and Production Site, except that a dehydrator and separator, in 1016
accordance with federal and/or state law, may be maintained on a Drilling and Production Site 1017
for the separation of liquids from gas. Any such dehydrator or separator may serve more than 1018
one well. Gas Processing Facilities shall require a Specific Use Permit. 1019
5. No person shall place, deposit, or discharge (or cause or allow to be placed, deposited, 1020
or discharged) any oil, naphtha, petroleum, diesel, gasoline, asphalt, tar, hydrocarbon 1021
substance, or any refuse, including wastewater or brine, from any gas operation or the contents 1022
of any container used in connection with any gas operation in, into, or upon any public right-of-1023
way, storm drain, ditch or sewer, sanitary drain or sewer, any body of water, or any private 1024
property within the corporate limits of the City of Denton. 1025
6. No Operator shall excavate or construct any lines for the conveyance of fuel, water, or 1026
minerals on, under, or through the streets or alleys or other land of the City without an 1027
easement or right-of-way license from the City, at a price to be agreed upon, and then only in 1028
strict compliance with this Subchapter 6: Gas Wells, with other ordinances of the City, and with 1029
the specifications established by the Engineering Department. 1030
7. The digging up, breaking, excavating, tunneling, undermining, breaking up, or damaging 1031
of any public street or leaving upon any public street any earth or other materials is prohibited. 1032
Construction activities or deposition of any materials or objects creating an obstruction within 1033
public rights-of-way or easements are prohibited unless the Operator has first obtained written 1034
approval from the Engineering Department and, if applicable, has filed a right-of-way use 1035
agreement, and then only if in compliance with specifications established by the Department. 1036
B. Site Layout, Design, and Compatibility Requirements 1037
The following requirements apply only within City limits. 1038
1. Entrance Gate 1039
An entrance gate to the Drilling and Production Site shall be required and a sign identifying the 1040
entrance to the Drilling and Production Site or operation site shall be light reflective. 1041
2. Fencing, Screening and Landscaping 1042
a. Fencing, buffering, landscaping and screening shall be required on Drilling and 1043
Production Sites. All required fencing, landscaping, buffering and screening must be 1044
installed in accordance with the approved Landscape Plan within 180 days after initial 1045
drilling of the first approved well. Landscaping and screening shall also be required for 1046
Compressors. Landscaping and screening shall comply with the same requirements for 1047
Drilling and Production Sites as set forth in this Subchapter 6: Gas Wells, and in the DDC. 1048
Should the Operator decide to fence in gathering and transmission lines or compressor 1049
Exhibit B –Subchapter 6 Amendments
stations, or both, Operator shall install the fencing in accordance with Subchapter 7: 1050
Development Standards. 1051
i. All Drilling and Production Sites in Residential Districts shall be screened 1052
with an opaque decorative masonry fence that shall be no less than eight feet in 1053
height. 1054
ii. In lieu of this requirement, an alternative fence that is compatible with 1055
the area surrounding the Drilling and Production Site may be approved by the 1056
Director of Planning and Development. 1057
iii. Required fencing must be located within 300 feet of all equipment 1058
necessitating fencing requirements under this Subchapter 6: Gas Wells. 1059
b. Fencing in all other districts shall be screened with a fence at least eight feet in 1060
height that is compatible with the area surrounding the Drilling and Production Site. 1061
Required fencing must be located within 300 feet of all equipment necessitating fencing 1062
requirements under this Subchapter 6: Gas Wells. 1063
3. Signage 1064
a. A sign shall be immediately and prominently displayed on each side of the fence 1065
that surrounds the Drilling and Production Site. Such sign shall be made of durable 1066
material and shall be maintained in good condition. The sign shall have a surface area of 1067
not less than 2 ½ feet by 2 ½ feet or more than 4 by 4 feet and shall be lettered in 1068
minimum four-inch lettering and shall include the following information: 1069
"THIS IS A GAS WELL DRILLING AND PRODUCTION SITE. THIS SITE MAY BE THE SUBJECT 1070
OF FURTHER DRILLING AND PRODUCTION AND/OR HYDRAULIC FRACTURING." 1071
b. Additional signs shall be posted on each Drilling and Production Site which 1072
contain the following information: 1073
i. The Well Identification Number(s), American Petroleum Institute well 1074
number(s) and any other well designation(s) required by the RRC; 1075
ii. Name of Operator; 1076
iii. Operator's telephone number which will be answered 24 hours a day by 1077
a live, in-person, non-automated response system so as to ensure that in cases 1078
of emergency the Operator is made immediately aware; 1079
iv. Operator's business mailing address; 1080
v. Address of Drilling and Production Site; 1081
vi. The number for emergency services (911); 1082
vii. The telephone number of the City's Gas Well Division for citizens to call 1083
with questions, concerns or complaints; 1084
Exhibit B –Subchapter 6 Amendments
viii. The telephone number of the TCEQ's Regional Office where air quality 1085
complaints may be reported; and 1086
ix. Any additional information required by RRC. 1087
c. A permanent weatherproof sign shall be posted on each Drilling and Production 1088
Site reading "DANGER NO SMOKING ALLOWED," in both English and Spanish, at the 1089
entrance of each Drilling and Production Site or in any other location approved or 1090
designated by the Fire Marshal. Sign lettering shall be four inches in height and shall be 1091
red on white background or white on red background. Each sign shall include the 1092
emergency notification numbers of the City Fire Department and the Operator, well and 1093
lease designations required by the RRC. 1094
4. Painting 1095
All installed, mounted, and/or permanent equipment on Drilling and Production Sites shall be 1096
coated, painted, and maintained at all times, including the wellhead, gas processing units, 1097
pumping units, storage tanks, above-ground pipeline appurtenances, buildings, and structures, 1098
in accordance with applicable guidelines adopted by The Society for Protective Coatings (SSPC). 1099
In addition, the following standards are applicable: 1100
a. Protective coatings and paints shall comply with any applicable State or City 1101
requirements. In absence of any such requirement, protective coatings and paints shall 1102
be of a neutral color that is compatible with the surrounding environment. 1103
b. All exposed surfaces of the identified equipment must be coated and painted, 1104
and free from rust, blisters, stains, or other defects. 1105
5. Electric Lines 1106
All electric lines to permanent production facilities shall be located in a manner compatible to 1107
those already installed in the surrounding areas or subdivision. 1108
6. Lift Compressor Location 1109
Any lift compressor which is installed within an approved Drilling and Production Site shall be 1110
located at least 24 feet from the outer boundary of the site. 1111
7. Storage Tanks and Separators 1112
a. An Operator is allowed to construct, use, and operate such storage equipment 1113
and separation equipment as shown on the approved Gas Well Development Site Plan, 1114
except that permanent storage equipment and separation equipment may not exceed 1115
eight (8) feet in height. 1116
b. The use of centralized tank batteries is permitted if shown and approved by the 1117
applicable Gas Well Development Site Plan. 1118
8. Trash Removal 1119
Exhibit B –Subchapter 6 Amendments
Any rubbish or debris that might constitute a fire hazard shall be promptly removed from the 1120
Drilling and Production Site. 1121
9. Debris 1122
The Drilling and Production Site and site access road shall at all times be kept free of debris, 1123
pools of water or other liquids, contaminated soil, weeds, brush, trash or other waste material. 1124
C. Site Development Standards 1125
1. Water Conservation Plan 1126
In cases where the City activates its drought contingency plan, each Operator must submit to 1127
the City a water conservation plan for uses of water. The plan must provide information in 1128
response to each of the following elements. 1129
a. A description of the use of the water in the production process, including how 1130
the water is diverted and transported from the source(s) of supply, how the water is 1131
utilized in the production process, and the estimated quantity of water consumed in the 1132
production process and therefore unavailable for reuse, discharge, or other means of 1133
disposal; 1134
b. If long-term, five to 10 years, water storage is anticipated, quantified five-year 1135
and 10-year targets for water savings and the basis for the development of such goals; 1136
c. A description of the device(s) and/or method(s) within an accuracy of plus or 1137
minus five percent to be used in order to measure and account for the amount of water 1138
diverted from the source of supply; 1139
d. Leak-detection, repair, and accounting for water loss in the water distribution 1140
system; 1141
e. Application of state-of-the-art equipment and/or process modifications to 1142
improve water use efficiency; and 1143
f. Any other water conservation practice, method, or technique which the user 1144
shows to be appropriate for achieving the stated goal or goals of the water conservation 1145
plan. 1146
2. Erosion and Sediment Controls 1147
Erosion and sediment control practices shall be conducted for all gas wells. The Operator shall 1148
comply with the Erosion and Sediment Control Plan as approved by the City. 1149
3. Site Access Restriction 1150
Access to a Drilling and Production Site shall not be taken from Neighborhood Streets. 1151
D. Operations and Equipment Standards 1152
The following requirements apply only within City limits. 1153
Exhibit B –Subchapter 6 Amendments
1. Compliance with Federal and State Laws, Rules and Regulations 1154
The Operator shall at all times comply with the applicable federal and state laws, rules and 1155
regulations, and Field Rules, including but not limited to those addressing the following subjects: 1156
a. Vapor recovery equipment; 1157
b. Venting and flaring; 1158
c. Soil sampling; 1159
d. Pit design and use; 1160
e. Hydraulic fracturing; 1161
f. Plugging and abandonment of gas wells; 1162
g. Reclamation of Drilling and Production Sites; 1163
h. U.S. Army Corps of Engineers setback requirements from water bodies; and 1164
i. Surface casing procedures. 1165
2. Time of Fracturing 1166
Fracturing operations shall be scheduled to occur during daytime unless the Operator has 1167
notified the Gas Well Administrator that fracing will occur before or after daytime to meet 1168
safety requirements. 1169
3. Clean-up After Completion 1170
After the well has been completed the Operator shall clean and repair all damage to public 1171
property caused by such operations within 30 days. 1172
4. Plugged and Abandoned Wells 1173
All wells shall be plugged and abandoned in accordance with the rules of the RRC. In addition, 1174
the Operator shall: 1175
a. Submit a copy of its RRC Form W-3A (Notice of Intention to Plug and Abandon) 1176
and Form W-3 (Plugging Record) to the Inspector within two business days of filing with 1177
the RRC; 1178
b. Notify the Gas Well Administrator of the intention to plug and abandon a well at 1179
least 24 hours prior to commencing activities; and 1180
c. Submit to the Gas Well Administrator the surface hole locations in an 1181
acceptable Geographic Information System (GIS) format to accurately map and track 1182
well locations. The GIS data may be submitted with an initial Gas Well Permit application 1183
or with the annual administrative report. Submission of GIS location data is only 1184
required once. 1185
E. Fire Safety and Emergency Response Requirements 1186
Exhibit B –Subchapter 6 Amendments
The provisions of this section shall apply within the corporate limits of the City of Denton. 1187
1. State, Federal, and Local Compliance 1188
The drilling and production of gas and accessing the Drilling and Production Site shall be in 1189
compliance with all state, federal and local safety regulations. 1190
2. Gathering Lines 1191
a. Each Operator shall place a pipeline marker sign at each point where a flow line 1192
or gathering line crosses a public street or road. 1193
b. Each Operator shall place a warning sign for lines carrying H2S (Hydrogen 1194
Sulfide) gas as required by the Railroad Commission. 1195
c. All flow lines and gathering lines within the corporate limits of the City 1196
(excluding City utility lines and franchise distribution systems) that are used to transport 1197
oil, gas, and/or water shall be limited to the maximum allowable operating pressure 1198
applicable to the pipes installed and shall be installed with at least the minimum cover 1199
or backfill specified by the American National Safety Institute Code, as amended. 1200
3. Operating Pressure 1201
Each well shall be equipped with an automated valve that closes the well in the event of an 1202
abnormal change in operating pressure. All wellheads shall contain an emergency shut off valve 1203
to the well distribution line. 1204
4. Control Device 1205
Each storage tank shall be equipped with a level control device that will automatically activate a 1206
valve to close the well in the event of excess liquid accumulation in the tank. 1207
5. Storage Tanks 1208
Each storage tank requires a permit by the Fire Department and shall meet the requirements of 1209
the Fire Code. 1210
6. Outdoor Storage Areas 1211
Outside storage areas shall be equipped with a secondary containment system designed to 1212
contain a spill from the largest individual vessel. If the area is open to rainfall, secondary 1213
containment shall be designed to include the volume of a 24-hour rainfall as determined by a 1214
25-year storm and provisions shall be made to drain accumulations of ground water and rainfall. 1215
7. Lightning System 1216
Drilling and Production Sites shall be equipped with a lightning protection system, in accordance 1217
with the City's Fire Code and the National Fire Association's NFPA-780. In addition, tank battery 1218
facilities shall be equipped with a lightning arrestor system. 1219
8. Remote Foam Line 1220
Exhibit B –Subchapter 6 Amendments
Drilling and Production Sites shall be equipped with a remote foam line that meets the 1221
requirements of NFPA-11. 1222
9. Hazardous Materials Management Plan 1223
An Operator shall prepare and provide to the Fire Marshal a Hazardous Materials Management 1224
Plan. Any updates or changes to this plan shall be provided to the Fire Marshal within three 1225
business days of the change. All chemicals and/or hazardous materials shall be stored in such a 1226
manner as to prevent, contain, and facilitate rapid remediation and cleanup of any accidental 1227
spill, leak, or discharge of a hazardous material. Operator shall have all material safety data 1228
sheets (MSDSs) for all hazardous materials on-site. All applicable federal and state regulatory 1229
requirements for the proper labeling of containers shall be followed. Appropriate pollution 1230
prevention actions shall be required and include, but are not limited to, chemical and materials 1231
raised from the ground (e.g., wooden pallets), bulk storage, installation and maintenance of 1232
secondary containment systems, and protection from stormwater and weather elements. 1233
10. Emergency Response Plan 1234
An Operator shall prepare and provide to the Fire Marshal an Emergency Response Plan which 1235
includes the following information: (i) a detailed site plan showing the location of the access 1236
road, all buildings and structures, well head, tank batteries, above ground pipe and underground 1237
transmission pipe; (ii) a list of all on-site safety features, equipment and its location; (iii) the 1238
name, address and a twenty-four-hour, in-person response, phone number of the Operator to 1239
be notified in case of emergency; and (iv) the name, phone number and address of the surface 1240
property owner. The Emergency Response Plan should describe the personnel, procedures and 1241
equipment that the Operator has available for responding to any irregular release or a 1242
threatened release of materials on the site. The Emergency Response Plan may be included in 1243
the Hazardous Materials Management Plan. 1244
11. Testing/Record Keeping 1245
Operator shall perform periodic testing to verify that all equipment is operating properly. 1246
Maintenance and testing shall be under the supervision of a responsible person who shall 1247
ensure that such maintenance and testing are conducted in accordance with the manufacture's 1248
specifications. Test and inspection records must be available to the Fire Marshal or Gas Well 1249
Administrator for review upon request. 1250
12. Access by Emergency Vehicles 1251
All Drilling and Production Sites will be designed to provide road access for emergency vehicles 1252
in accordance with the provisions of the Fire Code. All access roads for fire apparatus must be 1253
unobstructed and be at least 20 feet in width, or shall have a design determined by the Fire 1254
Marshall as functionally equivalent to this standard. In addition, all access roads shall have an 1255
all-weather surface as provided for in the Fire Code. All dead ends and turning radii shall meet 1256
adopted Fire Code standards. 1257
13. Pit Fencing 1258
Exhibit B –Subchapter 6 Amendments
For safety reasons, fencing shall be installed to restrict access to a reserve pit or other type of 1259
open pit containing a synthetic liner and used in gas well drilling operation at a Drilling and 1260
Production Site within the corporate limits of the City. 1261
14. Catchment Basins 1262
Drip pans, catchment basins and other secondary containment devices or oil absorbing 1263
materials shall be placed or installed underneath all tanks, containers, pumps, lubricating oil 1264
systems, engines, fuel and chemical storage tanks, system valves, connections, and any other 1265
areas or structures that could potentially leak, discharge, or otherwise spill hazardous or solid 1266
materials. 1267
15. Clean-up Operations 1268
After any spill, leak or discharge, the Operator shall remove or cause to be removed all 1269
contamination and associated waste materials. Clean-up operations shall begin immediately. 1270
16. Immediate Notification 1271
Upon the occurrence of a fire, blowout, release of hazardous materials, injury or other incident 1272
outside normal operating events, the Operator will immediately notify the Fire Department and 1273
a representative of the Operator will be on-site within 60 minutes to assist the City's Emergency 1274
Response Team and provide any information necessary regarding the site. The Operator shall 1275
also, at its own expense, contact and deploy any well containment specialists or other specialists 1276
necessary to contain and suppress the emergency situation. 1277
17. Storage 1278
No pit shall be used or maintained for storage of oil or oil products or oil field fluids, or for 1279
storage or disposal of oil and gas wastes. 1280
F. Nuisance Prevention and Impact Mitigation Standards 1281
1. Nuisances 1282
Adequate nuisance prevention measures shall be taken to prevent or control offensive odor, 1283
fumes, dust and vibration. All drilling and production operations shall be conducted in such a 1284
manner as to minimize, so far as practicable, dust, vibration or noxious odors, and shall be in 1285
accordance with the best accepted practices incident to drilling for the production of gas and 1286
other hydrocarbon substances in urban areas. All equipment used shall be constructed and 1287
operated so that vibrations, dust, odor or other harmful or annoying substances or effects are 1288
minimized by the operations carried on at any drilling or production site or from anything 1289
incident thereto to avoid injury to or annoyance of persons living in the vicinity. The site or 1290
structures shall not be permitted to become dilapidated, unsightly or unsafe. Proven 1291
technological improvements in industry standards of drilling and production in this area shall be 1292
adopted as they become available if capable of reducing factors of dust, vibration and odor. 1293
2. Sound Mitigation 1294
Exhibit B –Subchapter 6 Amendments
a. A noise management plan, prepared by a professional qualified in the area of 1295
noise mitigation, and approved by the Gas Well Administrator, detailing how the 1296
equipment used in the drilling, completion, transportation or production of a well 1297
complies with the maximum permissible noise levels of this section will be submitted 1298
with the Gas Well Site Plan Application. The noise management plan must: 1299
i. Identify operation noise impacts; 1300
ii. Provide documentation establishing the ambient noise level prior to 1301
construction of any wellhead, compressor or compression facility; and 1302
iii. Detail how the impacts will be mitigated. In determining noise 1303
mitigation, specific site characteristics shall be considered, including but not 1304
limited to the following: 1305
a. Nature and proximity of adjacent development, location and 1306
type; 1307
b. Seasonal and prevailing weather patterns, including wind 1308
directions; 1309
c. Vegetative cover on or adjacent to the site; and 1310
d. Topography. 1311
iv. The Operator shall be responsible for verifying compliance with this 1312
section and the noise management plan after the installation of the noise 1313
mitigation equipment. 1314
b. No well shall be drilled, re-drilled or any equipment operated at any location 1315
within the City in such a manner so as to create any noise, including low-frequency 1316
outdoor noise levels, which causes the exterior noise level when measured at the 1317
Protected Use receiver's/receptor's property line or from the closest exterior point of 1318
the Protected Use structure or inside the Protected Use structure if access to the 1319
property is granted by the receiver/receptor, that: 1320
i. Exceeds the ambient noise level by more than five decibels during 1321
daytime hours and more than three decibels during nighttime hours; 1322
ii. Exceeds the ambient noise level by more than 10 decibels over the 1323
daytime average ambient noise level during fracturing operations during 1324
daytime hours; 1325
iii. Exceeds the ambient noise level by more than three decibels during 1326
flowback operations during nighttime hours; 1327
iv. Creates pure tones where one-third octave band sound-pressure level in 1328
the band with the tone exceeds the arithmetic average of the sound-pressure 1329
levels of two contiguous one-third octave bands by five dB for center 1330
frequencies of 500 Hertz and above, and by eight dB for center frequencies 1331
Exhibit B –Subchapter 6 Amendments
between 160 and 400 Hertz, and by 15 dB for center frequencies less than or 1332
equal to 125 Hertz. 1333
c. The Operator shall be responsible for establishing and reporting to the City a 1334
continuous 72-hour pre-drilling ambient noise level prior to the issuance of a Gas Well 1335
Permit. The 72-hour time span shall include at least one 24-hour reading during either a 1336
Saturday or Sunday. The Operator shall use the prior established ambient noise level for 1337
the installation of any new noise generation equipment unless the Operator can 1338
demonstrate that the increase in the ambient noise level is not associated with drilling 1339
and production activities located either on or off-site. 1340
d. Adjustments to the noise standards as set forth above in subsections b(i), b(ii) 1341
and b(iii) of this section may be permitted intermittently in accordance with the 1342
following: 1343
1344
Table 6.3 A: Adjustments to Noise Standards
Permitted Increase (dBa) Duration of Increase (minutes) [1]
10 5
15 5
20 Less than one
Notes:
[1] Cumulative minutes during any one hour.
1345
e. All workover operations shall be restricted to daytime hours. 1346
f. The exterior noise level generated by the drilling, redrilling or other operations 1347
of all gas wells located within the applicable Drilling and Production Site Setback as set 1348
forth in Subsection 6.2.2 shall be continuously monitored, to ensure compliance. The 1349
cost of such monitoring shall be borne by the Operator. If a complaint is received by 1350
either the Operator or the gas inspector from any Protected Use the Operator shall, 1351
within 24 hours of notice of the complaint, continuously monitor for a 72-hour period 1352
the exterior noise level generated by the drilling, redrilling or other operations to ensure 1353
compliance. At the request of the Gas Well Administrator, the Operator shall monitor 1354
the exterior noise level at the source of the complaint. 1355
g. Acoustical blankets, sound walls, mufflers or other alternative methods as 1356
approved by the Gas Well Administrator may be used to ensure compliance. All 1357
soundproofing shall comply with accepted industry standards. 1358
h. The sound level meter used in conducting noise evaluations shall meet the 1359
American National Standard Institute's Standard for sound meters or an instrument and 1360
the associated recording and analyzing equipment which will provide equivalent data. 1361
i. A citation may be immediately issued for failure to comply with the provisions 1362
of this section. However, if the Operator is in compliance with the approved noise 1363
Exhibit B –Subchapter 6 Amendments
management plan, and a violation still occurs, the Operator will be given 24 hours from 1364
notice of noncompliance to correct the violation from an identified source before a 1365
citation is issued. Additional extensions of the 24-hour period may be granted in the 1366
event that the source of the violation cannot be identified after reasonable diligence by 1367
the Operator. 1368
3. Lighting 1369
No Operator shall permit any lights located on any site to be directed in such a manner so that 1370
they shine directly on public roads, adjacent property or property in the general vicinity of the 1371
site. To the extent practicable, and taking into account safety considerations, site lighting shall 1372
be directed downward and internally so as to avoid glare on public roads and adjacent dwellings 1373
and buildings within 300 feet. 1374
G. Enhanced Nuisance Mitigation Standards 1375
1. Enhanced Standards for Operators 1376
When an Operator, either by waiver procedure or variance, receives a reduction to the set-back 1377
requirements of Subsection 6.2.2 for a Drilling and Production Site, the Operator shall comply 1378
with the following Enhanced Nuisance Mitigation Standards for that site: 1379
a. Sound Mitigation 1380
The Drilling and Production Site shall be surrounded on all four sides with sound wall 1381
noise barriers that comply with accepted industry standards and are at least 30 feet in 1382
height during all Drilling Activities and Completion Operations and shall be removed by 1383
the Operator no later than 60 days after concluding the respective activity. In the 1384
alternative, if the Operator's noise management plan provides equally effective sound 1385
mitigation to the Protected Uses within 1,000 feet of the Drilling and Production Site 1386
boundary, then the Operator may follow the recommendations set forth in the noise 1387
management plan. If the Operator chooses the alternative, the Operator shall provide 1388
notice of its intent together with its Notice of Activities as required by Subsection 1389
6.3.7C.1. 1390
b. Production Monitoring 1391
Periodic evaluations will be conducted by the City for the Drilling and Production Site 1392
during production to determine if equipment is functioning as designed or may be 1393
producing fugitive emissions. 1394
i. A third party contractor may be retained by the City to perform such 1395
inspections, and cost of services and charges assessed by the third party 1396
contractor shall be borne by the Operator. Any third party contractor shall act at 1397
the City's direction and report directly to the City, and shall have the same 1398
authority as the Gas Well Administrator for purposes of inspections under this 1399
Section. 1400
Exhibit B –Subchapter 6 Amendments
ii. The City shall notify the Operator in writing, as well as to the state and 1401
federal regulatory agencies having jurisdictional authority, of any 1402
malfunctioning equipment producing fugitive emissions. 1403
iii. Quarterly reporting of the monitoring results to the City's Gas Well 1404
Administrator is required with all laboratory data sheets, field logs, data 1405
summaries, and actions taken in the previous quarter. 1406
iv. Upon showing documented compliance for a period of 12 months, the 1407
Operator shall thereafter employ best management practices to eliminate any 1408
emissions in violation of state and federal regulations. 1409
c. An Operator is exempt from the inspection requirements included in Subsection 1410
b. above, and any associated fees, on any well site equipped with an equivalent 1411
automated system that meets the following requirements and is approved by the 1412
Inspector. 1413
i. Any such alternative must include a screening for the presence of leaks, 1414
releases, or emissions, and other conditions that could identify potential 1415
malfunctions in the efficient operation of on-site equipment, such as the 1416
monitoring of line pressures and storage tank levels. 1417
ii. The automated system alternative shall include: 1418
a. A 24-hour remote alert system designed to notify appropriate 1419
personnel of excess storage tank levels or abnormal changes in line 1420
pressure; and 1421
b. An emergency automated shutdown of the well(s) when 1422
monitoring indicates irregular storage tank levels and functioning of 1423
valves. All emergency situations shall be immediately reported to the 1424
City via 911. 1425
iii. If malfunctions are identified, the point of concern shall be noted and a 1426
repair confirmation provided to the Gas Well Administrator. The repair 1427
confirmation shall include a statement indicating that the component is working 1428
within manufacturer and regulatory requirements. 1429
iv. Data shall be compiled over the life of the well(s) and available to the 1430
Gas Well Administrator for review. 1431
6.3.3 Indemnification and Insurance 1432
A. Indemnification and Express Negligence Provisions 1433
Each Gas Well Permit issued by the City shall include the following language: 1434
1435
Exhibit B –Subchapter 6 Amendments
OPERATOR DOES HEREBY EXPRESSLY RELEASE AND DISCHARGE ALL CLAIMS, DEMANDS, ACTIONS, 1436
JUDGMENTS, AND EXECUTIONS WHICH IT EVER HAD, OR NOW HAS OR MAY HAVE, OR ASSIGNS MAY 1437
HAVE, OR CLAIM TO HAVE, AGAINST THE CITY OF DENTON, AND/OR ITS DEPARTMENTS, AGENTS, 1438
OFFICERS, SERVANTS, SUCCESSORS, ASSIGNS, SPONSORS, VOLUNTEERS, OR EMPLOYEES (COLLECTIVELY 1439
REFERRED TO AS THE "INDEMNIFIED PARTIES"), RELATING TO OR ARISING OUT OF BODILY INJURY, 1440
KNOWN OR UNKNOWN, AND INJURY TO PROPERTY, REAL OR PERSONAL, OR IN ANY WAY INCIDENTAL 1441
TO OR IN CONNECTION WITH THE PERFORMANCE OF THE WORK PERFORMED BY THE OPERATOR 1442
UNDER A GAS WELL PERMIT. TO THE FULLEST EXTENT PERMITTED BY LAW, OPERATOR SHALL DEFEND, 1443
PROTECT, INDEMNIFY, AND HOLD HARMLESS THE INDEMNIFIED PARTIES FROM AND AGAINST EACH 1444
AND EVERY CLAIM, DEMAND, OR CAUSE OF ACTION AND ANY AND ALL LIABILITY, DAMAGES, 1445
OBLIGATIONS, JUDGMENTS, LOSSES, FINES, PENALTIES, COSTS, FEES, AND EXPENSES INCURRED IN 1446
DEFENSE OF THE INDEMNIFIED PARTIES, INCLUDING, WITHOUT LIMITATION, BODILY INJURY AND 1447
DEATH IN CONNECTION THEREWITH WHICH MAY BE MADE OR ASSERTED BY OPERATOR, ITS AGENTS, 1448
ASSIGNS, OR ANY THIRD PARTIES ON ACCOUNT OF, ARISING OUT OF, OR IN ANY WAY INCIDENTAL TO 1449
OR IN CONNECTION WITH THE PERFORMANCE OF THE WORK PERFORMED BY THE OPERATOR UNDER A 1450
GAS WELL PERMIT. THE OPERATOR AGREES TO INDEMNIFY AND HOLD HARMLESS THE INDEMNIFIED 1451
PARTIES FROM ANY LIABILITIES OR DAMAGES SUFFERED AS A RESULT OF CLAIMS, DEMANDS, COSTS, OR 1452
JUDGMENTS AGAINST THE INDEMNIFIED PARTIES RELATING TO OR ARISING OUT OF THE ACTS OR 1453
OMISSIONS OF THE INDEMNIFIED PARTIES OCCURRING ON THE DRILLING AND PRODUCTION SITE OR 1454
OPERATION SITE IN THE COURSE AND SCOPE OF INSPECTING AND PERMITTING THE GAS WELLS 1455
INCLUDING, BUT NOT LIMITED TO, CLAIMS AND DAMAGES ARISING IN WHOLE OR IN PART FROM THE 1456
SOLE NEGLIGENCE OF THE INDEMNIFIED PARTIES OCCURRING ON THE DRILLING AND PRODUCTION SITE 1457
IN THE COURSE AND SCOPE OF INSPECTING AND PERMITTING THE GAS WELLS. IT IS UNDERSTOOD AND 1458
AGREED THAT THE INDEMNITY PROVIDED FOR IN THIS SECTION IS AN INDEMNITY EXTENDED BY THE 1459
OPERATOR TO INDEMNIFY AND PROTECT THE INDEMNIFIED PARTIES FROM THE CONSEQUENCES OF 1460
THE NEGLIGENCE OF THE INDEMNIFIED PARTIES, WHETHER THAT NEGLIGENCE IS THE SOLE CAUSE OF 1461
THE RESULTANT INJURY, DEATH, AND/OR DAMAGE. LIABILITY FOR THE SOLE NEGLIGENCE OF THE CITY 1462
IN THE COURSE AND SCOPE OF ITS DUTY TO INSPECT AND PERMIT THE GAS WELL IS LIMITED TO THE 1463
MAXIMUM AMOUNT OF RECOVERY UNDER THE TORT CLAIMS ACT. 1464
B. Insurance 1465
1. General Requirements 1466
a. The Operator shall provide or cause to be provided the insurance described below for each well 1467
for which a Gas Well Permit is issued, and shall maintain such insurance until the well is abandoned and 1468
the site restored, except as otherwise required in this Section. The Operator may provide the required 1469
coverage for multiple wells on a "blanket basis." Such coverage shall be approved by the Risk Manager 1470
for the City of Denton. 1471
b. Prior to issuance of the Gas Well Permit, the Operator shall furnish the City with a certificate(s) 1472
of insurance, executed by a duly authorized representative of each insurer, showing compliance with the 1473
insurance requirements set forth in this Section. A copy of the endorsements or other policy provisions 1474
adding the City as an additional insured to the insurance policies, endorsements providing the City 30 1475
days' written notice of cancellation or material change in coverage, and all waivers of subrogation shall 1476
be attached to the certificate(s) of insurance. Upon request, certified copies of the insurance policies 1477
Exhibit B –Subchapter 6 Amendments
shall be furnished to the City. The City's acceptance of documents that do not reflect the required 1478
insurance, or the City's failure to request the required insurance documents, shall not constitute a 1479
waiver of the insurance requirements set forth in this Section. 1480
c. In the event any insurance required by this Section is cancelled, the Gas Well Permit shall be 1481
suspended on the date of cancellation and the Operator's right to operate under the Gas Well Permit 1482
shall immediately cease until the Operator obtains the required insurance. 1483
d. The Operator shall provide the City 30 days' written notice of any cancellation, non-renewal, or 1484
material change in policy terms or coverage, and the policies shall be endorsed to provide the City such 1485
notice. 1486
e. All insurance policies shall be written by an insurer authorized to do business in Texas and with 1487
companies with A: VIII or better rating in accordance with the current Best's Key Rating Guide, or with 1488
such other financially sound insurance carriers approved by the City. 1489
f. All insurance policies, with the exception of the workers compensation policy, shall be endorsed 1490
to name the City, its officials, employees, agents and volunteers as additional insureds on the policies. 1491
The additional insured coverage shall apply as primary insurance with respect to any other insurance or 1492
self-insurance programs maintained by the City, its officials, employees, agents and volunteers. A copy 1493
of each endorsement shall be provided to the City as evidence of coverage. 1494
g. All insurance policies shall be endorsed with a waiver of subrogation in favor of the City, its 1495
officials, employees, agents and volunteers. A copy of each endorsement shall be provided to the City. 1496
h. All insurance policies shall be written on an occurrence basis where commercially available. 1497
i. During the term of the Gas Well Permit, the Operator shall report, in a timely manner, to the 1498
Gas Well Division any known loss or occurrence which has caused, or may in the future cause, bodily 1499
injury or property damage. 1500
2. Required Insurance Coverages 1501
a. Commercial General Liability Insurance 1502
Operator shall maintain commercial general liability (CGL) insurance with a limit of not less than 1503
$1,000,000 each occurrence with a $2,000,000 aggregate. This insurance shall cover liability including, 1504
but not limited to, liability arising from premises, operations, blowout or explosion, products-completed 1505
operations, contractual liability, underground property damage, broad form property damage, and 1506
independent contractors. This insurance shall also include coverage for underground resources and 1507
equipment hazard damage. In addition to the additional insured requirements set forth above, the 1508
additional insured coverage provided to the City, its officials, employees, agents and volunteers shall 1509
include coverage for products-completed operations. 1510
b. Environmental Impairment (or Pollution Liability) Insurance 1511
Operator shall maintain environmental impairment or pollution liability insurance with a limit of not less 1512
than $5,000,000. Such coverage shall not exclude damage to the lease site. If coverage is written on a 1513
claims-made basis, the Operator shall maintain continuous coverage or purchase tail coverage for four 1514
Exhibit B –Subchapter 6 Amendments
years following the expiration or suspension of the Gas Well Permit, and the retroactive date(s) 1515
applicable to such coverage shall precede the date of issuance of the Gas Well Permit. Coverage shall 1516
apply to sudden and accidental pollution conditions resulting from the escape or release of smoke, 1517
vapors, fumes, acids, alkalis, chemicals, liquids or gases, waste material or other irritants, contaminants 1518
or pollutants. Where commercially available, Operator shall also maintain such coverage for gradual 1519
pollution incidents. 1520
c. Automobile Liability Insurance 1521
Operator shall maintain automobile liability insurance with a limit of not less than $1,000,000 each 1522
accident. Such insurance shall cover liability arising out of any auto (including owned, non-owned, and 1523
hired autos). 1524
d. Worker's Compensation Insurance 1525
Operator shall maintain workers compensation and employers liability insurance. The workers 1526
compensation limits shall be as required by statute and employers liability limits shall not be less than 1527
$1,000,000 each accident for bodily injury by accident and $1,000,000 each employee for bodily injury 1528
by disease. 1529
e. Excess (or Umbrella) Liability Insurance 1530
Operator shall maintain excess (or umbrella) liability insurance with a limit of not less than $24,000,000 1531
per occurrence with a $24,000,000 aggregate. Such insurance shall be excess of the commercial general 1532
liability insurance, automobile liability insurance and employers liability insurance as specified above. 1533
f. Control of Well Insurance 1534
Operator shall maintain control of well insurance with a limit of not less than $5,000,000 per 1535
occurrence. The policy shall provide coverage for the cost of controlling a well that is out of control, re-1536
drilling or restoration expenses, seepage and pollution damage. A $500,000 sub-limit endorsement may 1537
be added for damage to property for which the Operator has care, custody, and control. 1538
6.3.4 Security 1539
A. Generally 1540
Prior to the issuance of a Gas Well Permit the Operator shall provide the Gas Well Administrator with a 1541
security instrument in the form of a bond or an irrevocable letter of credit in accordance with 1542
Subsection 6.3.4B below. Evidence of the execution of a letter of credit shall be submitted to the Gas 1543
Well Administrator by submitting an original signed letter of credit from the banking institution, with a 1544
copy of the same provided to the City Secretary. 1545
1. During Initial Drilling Activities 1546
An Operator drilling between one and five wells in the City at any time shall provide a blanket 1547
bond or letter of credit that meets the requirements with Subsection 6.3.4B below in the 1548
principal minimum amount of $150,000. Such blanket bond or letter of credit shall be increased 1549
by $50,000 for the sixth and each additional well being drilled in the City. 1550
Exhibit B –Subchapter 6 Amendments
2. During Completion and Production Activities 1551
An Operator with wells that are producing and for which all drilling operations have ceased shall 1552
provide a blanket bond or letter of credit that meets the requirements with Subsection 6.3.4B 1553
below in the principal minimum amounts as follows: 1554
a. Up to 75 wells: $100,000; 1555
b. Between 76 and 150 wells: $150,000; and 1556
c. More than 150 wells: $250,000. 1557
B. Drawing of a Bond or Letter of Credit 1558
1. The City shall be authorized to draw upon such bond or letter of credit to: 1559
a. Recover any fines or penalties assessed under this Section 6.3: Gas Well Drilling 1560
and Production or Section 6.2: Gas Well Development; or 1561
b. To pay the City for the cost of doing any work required to remedy any default by 1562
the Operator under any provision of this Section 6.3: Gas Well Drilling and Production or 1563
Section 6.2: Gas Well Development. 1564
2. If the City determines that a default has occurred in the performance of any 1565
requirement or condition imposed by this Section 6.3: Gas Well Drilling and Production or 1566
Section 6.2: Gas Well Development, a written notice shall be given to the Operator. Such notice 1567
shall specify the work to be done, the estimated cost and the period of time deemed to be 1568
reasonably necessary for the completion of such work. After receipt of such notice, the Operator 1569
shall, within the time therein specified, either cause or require the work to be performed, or 1570
failing to do so, shall pay over to the City 125 percent of the estimated cost of doing the work as 1571
set forth in the notice. In no event, however, shall the Cure Period be less than 10 days unless 1572
the failure presents a risk of imminent destruction of property or injury to persons or unless the 1573
failure involves the Operator's failure to provide periodic reports as required by this Section 6.3: 1574
Gas Well Drilling and Production or Section 6.2: Gas Well Development. 1575
3. The City shall be authorized to draw against the bond or letter of credit provided 1576
hereunder to recover such amount due from the Operator. Upon receipt of such moneys, the 1577
City shall proceed by such mode as deemed convenient and necessary to cause the required 1578
work to be performed and completed, but no liability shall be incurred other than for the 1579
expenditure of said sum in hand. In the event that the well has not been properly abandoned 1580
under the regulations of the commission, such additional money may be demanded from the 1581
Operator as is necessary to properly plug and abandon the well and restore the drill site in 1582
conformity with the regulations of this Section 6.3: Gas Well Drilling and Production or Section 1583
6.2: Gas Well Development. In the event the Operator does not cause the work to be performed 1584
and fails or refuses to pay over to the City the estimated cost of the work to be done as set forth 1585
in the notice, or the issuer of the security instrument refuses to honor any draft by the City 1586
against the applicable irrevocable letter of credit or bond the City may proceed to obtain 1587
Exhibit B –Subchapter 6 Amendments
compliance and abate the default by way of civil action against the Operator, or by criminal 1588
action against the Operator, or by both such methods. 1589
C. Requirements for Bonds 1590
A bond shall be executed by a reliable bonding or insurance institution authorized to do business in 1591
Texas, acceptable to the City. The bond shall become effective on or before the date the Gas Well 1592
Permit is issued and shall remain in force and effect for at least a period of six months after the 1593
expiration of the Gas Well Permit term or until the well is plugged and abandoned and the site is 1594
restored, whichever occurs first. The Operator shall be listed as principal and the instrument shall run to 1595
the City, as obligee, and shall be conditioned that the Operator will comply with the terms and 1596
regulations of this Section 6.3: Gas Well Drilling and Production or Section 6.2: Gas Well Development, 1597
and the City. The original bond shall be submitted to the Gas Well Administrator with a copy of the same 1598
provided to the City Secretary. 1599
D. Requirements for Letters of Credit 1600
A letter of credit shall be issued by a reliable bank authorized to do business in Texas and shall become 1601
effective on or before the date the Gas Well Permit is issued. The letter of credit shall remain in force 1602
and effect for at least a period of six months after the expiration of the Gas Well Permit term. If the 1603
letter of credit is for a time period less than the life of the well as required by this Section 6.3: Gas Well 1604
Drilling and Production or Section 6.2: Gas Well Development, the Operator must agree to either renew 1605
the letter of credit or replace the letter of credit with a bond in the amount required by this Section 6.3: 1606
Gas Well Drilling and Production or Section 6.2: Gas Well Development, on or before 60 days prior to the 1607
expiration date of the letter of credit. If the Operator fails to deliver to the City either the renewal letter 1608
of credit or replacement bond in the appropriate amount on or before 60 days prior to the expiration 1609
date of the letter of credit, the City may draw the entire face amount of the attached letter of credit to 1610
be held by the City of Denton as security for Operator's performance of its obligations under this Section 1611
6.3: Gas Well Drilling and Production or Section 6.2: Gas Well Development. 1612
E. Abandoned Wells 1613
When the well or wells covered by said irrevocable letters of credit or bond have been properly 1614
abandoned in conformity with all regulations of this Section 6.3: Gas Well Drilling and Production or 1615
Section 6.2: Gas Well Development, and in conformity with all regulations of the commission and notice 1616
to that effect has been received by the City, or upon receipt of a satisfactory substitute, the irrevocable 1617
letter of credit or bond issued in compliance with these regulations shall be terminated and cancelled. 1618
6.3.5 Inspection 1619
A. In accordance with federal and state law, the Gas Well Administrator and Fire Marshal shall 1620
have the authority to enter and inspect any premises covered by the provisions of this Section 6.3: Gas 1621
Well Drilling and Production; and Section 6.2: Gas Well Development, and Gas Well Permit, to determine 1622
compliance with its provisions, and all applicable laws, rules, regulations, standards, or directives of any 1623
local, state or federal authority. 1624
B. Pursuant to inspection authority granted by this Subchapter 6: Gas Wells, the Fire Code, the 1625
Texas Clean Air Act, and the Texas Water Code, the Gas Well Administrator and the Fire Marshal shall 1626
Exhibit B –Subchapter 6 Amendments
conduct periodic inspections of all Drilling and Production Sites, Gas Wells and well-related equipment 1627
permitted under this Section 6.3: Gas Well Drilling and Production and Section 6.2: Gas Well 1628
Development. 1629
C. Inspections will also include an evaluation of the Operator's conformance with their Hazardous 1630
Materials Management Plan and other applicable requirements to their site. Any deviations from, or 1631
violations of, the Hazardous Materials Management Plan shall be referred to the Fire Marshal for further 1632
inspection and enforcement in accordance with the Fire Code. 1633
D. Inspection fees will be assessed for all inspections in an amount set by separate ordinance. 1634
Failure to timely remit payment for inspection fees is a violation of this Section 6.3: Gas Well Drilling and 1635
Production and Section 6.2: Gas Well Development; however, nothing herein shall be deemed to limit 1636
the City's remedies in equity or law in the collection of any past due fees. 1637
6.3.6 Periodic Reports 1638
A. The Operator shall notify the Gas Well Administrator and the Fire Marshal of any changes to the 1639
following information within one business day after the change occurs. 1640
1. The name, address, and phone number of the Operator; 1641
2. The name, address, and twenty-four-hour, in-person response, phone number of the 1642
person(s) with supervisory authority on behalf of the Operator over the Drilling and Production 1643
Site; 1644
3. The name, address, and phone number of the person designated to receive notices from 1645
the City, which person shall be a resident of Texas that can be served in person or by registered 1646
or certified mail; and 1647
4. The Operator's Emergency Action Plan if required to file one pursuant to federal or state 1648
law. 1649
B. The Operator shall, upon request of the Gas Well Administrator, promptly make available a copy 1650
of any "incident reports" or written complaints submitted to the RRC or any other state or federal 1651
agency. 1652
C. Beginning a year after a well is spud, and thereafter until the Operator notifies the Gas Well 1653
Administrator that the well has been plugged and abandoned and the Drilling and Production Site 1654
restored, the Operator shall prepare a written report to the Gas Well Administrator identifying any 1655
changes to the information that was included in the application for the applicable Gas Well Permit that 1656
have not been previously reported to the City provided that changes have been made. 1657
D. The Operator must provide a copy to the Gas Well Administrator of all reports otherwise filed 1658
with the TCEQ in connection with an installed vapor recovery unit as described in this Section 6.3: Gas 1659
Well Drilling and Production or Section 6.2: Gas Well Development. The Operator shall also provide the 1660
City with copies of any responses provided by TCEQ. Such reports and responses shall be kept on the 1661
Drilling and Production Site and shall be available for inspection when requested by the Gas Well 1662
Administrator. 1663
Exhibit B –Subchapter 6 Amendments
E. The Operator shall provide the City with copies filed with the RRC of the respective reports for 1664
setting surface casing, blowout preventer (BOP) pressure testing, bridge plug testing, pressure relief 1665
valve testing, and level control testing. The Operator shall also provide the City with copies of any 1666
responses provided by the RRC. Copies of such reports and responses shall be kept on the Drilling and 1667
Production Site and shall be available for inspection when requested by the Gas Well Administrator. 1668
F. In addition to the records listed in this chapter, the Operator shall provide the City with a copy 1669
of all records filed with the RRC and TCEQ by the Operator or by third parties. Copies of such records 1670
shall be kept on the Drilling and Production Site and shall be available for inspection when requested by 1671
the Gas Well Administrator. 1672
6.3.7 Notice of Activities 1673
A. Notice Applicable to Setback Waivers and Variances 1674
1. An Operator who seeks to reduce Drilling and Production Site Setbacks for a proposed 1675
Drilling and Production Site below those prescribed in Subsection 6.2.2, pursuant to the 1676
procedures in Subsection 6.2.6, shall give the notice prescribed by this subsection to each owner 1677
of surface property within the Drilling and Production Site Setback and to all registered 1678
neighborhood associations within one-half mile of the proposed Drilling and Production site at 1679
least 20 days prior to filing an application for approval of a Gas Well Development Site Plan for 1680
the proposed Drilling and Production Site. The notice shall describe which procedure(s) under 1681
Subsection 6.2.6 will be utilized by the Operator to obtain a reduction in the setback and the 1682
date of any hearing scheduled before the Board of Adjustment on a variance request. Such 1683
notice shall be in addition to any notices required for Board of Adjustment proceedings. 1684
2. The notice shall identify the Operator and give the address and phone number of the 1685
Operator's representative, an internet link for information on the proposed request for 1686
reduction of setbacks, and contact telephone numbers for the City staff. The notice shall be 1687
accompanied by an aerial photograph containing the information in paragraph 6.2.6A.1.a. 1688
3. Notices required by this subsection shall be by depositing the same, properly addressed 1689
and postage paid, in the United States mail. 1690
B. Notice Applicable to Applications for Gas Well Development Site Plans 1691
1. At least 20 days prior to the date of filing of an application for approval of an original or 1692
amended Gas Well Development Site Plan with the Gas Well Administrator, the Operator shall 1693
notify, at the expense of the Operator, each surface owner of property within 1,000 feet of the 1694
proposed Drilling and Production Site. Such notice, as outlined below, shall be by depositing the 1695
same, properly addressed and postage paid, in the United States mail. 1696
2. The notice shall expressly state whether waivers or variances from the Drilling and 1697
Production Site Setback have been granted pursuant to Subsection 6.2.6. The notice shall 1698
identify the Operator and give the address and phone number of the Operator's representative, 1699
an internet link for information on the proposed request for reduction of setbacks, and contact 1700
telephone numbers for the City staff. The notice shall be accompanied by an aerial photograph 1701
containing the information in paragraph 6.2.6A.1.a. 1702
Exhibit B –Subchapter 6 Amendments
3. At least 20 days prior to the date of filing of an application for an original or amended 1703
Gas Well Development Site Plan with the Gas Well Administrator, the Operator shall publish a 1704
notice containing the information in paragraph (B)(2) above, at the expense of the Operator, in 1705
one issue of the local section of a newspaper of general circulation in the City for 10 consecutive 1706
days. An affidavit by the printer or publisher of the newspaper indicating publication of the 1707
notice shall be filed with the application and will be prima facie evidence of such publication. All 1708
notices shall follow a format required by the City. 1709
4. No later than five days after filing of an application for an original or amended Gas Well 1710
Development Site Plan with the Gas Well Administrator, the Operator, at Operator's expense, 1711
shall erect at least one sign, as approved by the Gas Well Administrator, no less than three feet 1712
by three feet, upon the premises upon which a Gas Well Development Site Plan has been 1713
proposed. The sign or signs shall be located in a conspicuous place or places upon the property 1714
at a point or points nearest right-of-way, street, roadway or public thoroughfare adjacent to 1715
such property. The Gas Well Administrator may require additional signage if the premises fronts 1716
on more than one right-of-way, street, roadway or public thoroughfare. The sign(s) shall state 1717
that a Gas Well Development Site Plan has been requested, which if approved, would authorize 1718
the drilling of multiple gas wells for the site. The sign shall further set forth that additional 1719
information can be acquired by telephoning the Operator at the number indicated on the sign. 1720
The sign shall remain posted at the Drilling and Production Site for the duration of the Gas Well 1721
Development Site Plan. 1722
C. Notice Applicable to Activities 1723
1. Any Operator who intends to perform the following activities: (1) Drilling Activities; (2) 1724
Workover Operations; (3) perform Completion or Re-Completion Operations; (4) plug and 1725
abandon a well; (5) perform any other maintenance activities that involve removal of the well 1726
head at a Drilling and Production Site; or (6) conduct seismic exploration not involving explosive 1727
charges; shall give written notice to the City no sooner than 30 days and no later than 10 days 1728
before the activities begin, except in instances where immediate Operator response is 1729
necessary, provided that the Operator has first obtained all necessary authorizations required 1730
by this Subchapter 6: Gas Wells, and the Fire Code. Road Damage Remediation Fees shall be 1731
paid to the City and submitted with the Notice of Activities. 1732
2. Except in instances where immediate Operator response is necessary, all dwellings 1733
within 1,000 feet from the boundary of a Drilling and Production Site shall be notified no sooner 1734
than 30 days and no later than 10 days prior to the activities listed in Subsection C(1) above, 1735
excluding Workover Operations. Such notice shall be by depositing the same, properly 1736
addressed and postage paid, in the United States mail. 1737
a. The notice shall identify where the activities will be conducted and shall 1738
describe the activities in reasonable detail, including but not limited to the duration of 1739
the activities and the time of day they will be conducted. 1740
b. The notice shall also provide the address and the 24 hour, in-person response, 1741
phone number of the Operator responsible for the well concerning the activities. 1742
Exhibit B –Subchapter 6 Amendments
3. The Operator responsible for the activities shall post a sign at the entrance of the 1743
Drilling and Production Site giving the public notice of the activities, including the date and time 1744
the activities will begin, and the name, address, and 24-hour, in-person response, phone 1745
number of the Operator conducting the activities. 1746
4. If upon receipt of the notice the City determines that an inspection by the Gas Well 1747
Administrator is necessary, the Operator will pay the City's fee for the inspection as set forth in 1748
amount as established by separate ordinance. 1749
5. The Operator shall notify the Gas Well Administrator within 24 hours of setting surface 1750
casing. 1751
6.3.8 Remedies, Enforcements and Right of Entry 1752
A. The Fire Marshal and the Gas Well Administrator are authorized and directed to enforce this 1753
Section 6.3: Gas Well Drilling and Production; Section 6.2: Gas Well Development; and the provisions of 1754
any Gas Well Permit. Whenever necessary to enforce any provision of this Section 6.3: Gas Well Drilling 1755
and Production; Section 6.2: Gas Well Development; or a Gas Well Permit, or whenever there is 1756
reasonable cause to believe there has been a violation of this Section 6.3: Gas Well Drilling and 1757
Production; Section 6.2: Gas Well Development; or a Gas Well Permit, the Fire Marshal or Gas Well 1758
Administrator, may, consistent with federal and state law, enter upon any property covered by this 1759
Section 6.3: Gas Well Drilling and Production; Section 6.2: Gas Well Development; or a Gas Well Permit 1760
at any reasonable time to inspect or perform any duty imposed by this Subchapter 6: Gas Wells. If entry 1761
is refused, the City shall have recourse to every remedy provided by law and equity to gain entry. 1762
B. It shall be unlawful and an offense for any person to do the following: 1763
1. Engage in any activity not permitted by the terms of a Gas Well Permit issued under this 1764
Section 6.3: Gas Well Drilling and Production or Section 6.2: Gas Well Development; 1765
2. Fail to comply with any conditions set forth in a Gas Well Permit issued under this 1766
Section 6.3: Gas Well Drilling and Production or Section 6.2: Gas Well Development; or 1767
3. Violate any provision or requirement set forth under this Section 6.3: Gas Well Drilling 1768
and Production or Section 6.2: Gas Well Development. 1769
C. The enforcement and penalty provision under Section 1.6, Enforcement, shall apply to a 1770
violation of this Section 6.3: Gas Well Drilling and Production or Section 6.2: Gas Well Development. 1771
D. The Gas Well Administrator is authorized to issue citations into municipal court for violations of 1772
this Section 6.3: Gas Well Drilling and Production; Section 6.2: Gas Well Development; or Gas Well 1773
Permit. 1774
E. The City may also notify the EPA, TCEQ, RRC or other applicable federal or state agency in 1775
connection with violations of this Section 6.3: Gas Well Drilling and Production or Section 6.2: Gas Well 1776
Development. 1777
F. Permit Suspension or Revocation 1778
Exhibit B –Subchapter 6 Amendments
1. If an Operator (or its officers, employees, agents, contractors, subcontractors or 1779
representatives) fails to comply with any requirement of any Gas Well Permit issued by the City 1780
in connection with any Gas Well Drilling and Production activity, the Fire Marshal or Gas Well 1781
Administrator may give written notice to the Operator specifying the nature of the alleged 1782
failure and giving the Operator a reasonable time to cure, taking into consideration the nature 1783
and extent of the alleged failure, the extent of the efforts required to remedy the failure, and 1784
the potential impact on the health, safety, and welfare of the community. The Operator shall 1785
notify the Gas Well Administrator within 48 hours indicating how the violation(s) shall be 1786
remedied. Unless otherwise provided by this Section 6.3: Gas Well Drilling and Production or 1787
Section 6.2: Gas Well Development, in no event, however, shall the Cure Period be less than 10 1788
days unless the alleged failure presents a risk of imminent destruction of property or injury to 1789
person. The Fire Marshal may issue a Stop Work Order under the Fire Code. 1790
2. If the Operator does not cure the alleged failure within the time specified by the Fire 1791
Marshal and/or Gas Well Administrator, the Fire Marshal and/or Gas Well Administrator may 1792
notify the appropriate state or federal agency with jurisdiction over the alleged violation and 1793
request that the state or federal agency take appropriate action (with a copy of such notice 1794
provided to the Operator), and the City may pursue any other remedy available. 1795
3. If the Operator does not cure the alleged failure within the time specified by the Fire 1796
Marshal and/or Gas Well Administrator, the Gas Well Administrator may recommend to the 1797
Board of Adjustment: 1798
a. That the Gas Well Permit at issue shall be suspended until the alleged failure is 1799
cured; or, 1800
b. If the Gas Well Permit at issue was under suspension at any time during the 1801
prior two-year period, that the Permit at issue shall be revoked. 1802
4. The decision of the Fire Marshal and/or Gas Well Administrator to recommend 1803
suspension or revocation of a Gas Well Permit shall be provided to the Operator in writing at 1804
least 10 days before the hearing to be held by the Board of Adjustment. 1805
5. If a Gas Well Permit is revoked, the Operator may submit information to the Gas Well 1806
Administrator evidencing that the alleged failure resulting in the revocation of the Gas Well 1807
Permit has been corrected, and an application for a new Gas Well Permit may be submitted for 1808
the same well. 1809
6.3.9 Watershed Permits for Gas Well Developments 1810
A. Applicability 1811
1. A Watershed Protection Permit shall be approved prior to approval of any Gas Well 1812
Development Site Plan, Gas Well Development Plat, or Gas Well Permit that includes land in any 1813
flood fringe area or ESA within the corporate limits or ETJ of the City, and for any proposed site 1814
that is within 1,200 feet of the flood pool elevation of Lake Ray Roberts or Lake Lewisville. 1815
Approval of a Watershed Protection Permit authorizes the processing of a complete application 1816
for a Gas Well Development Site Plan or Gas Well Development Plat, as the case may be, that 1817
Exhibit B –Subchapter 6 Amendments
includes land in a flood fringe area or ESA, or for a site that is within 1,200 feet of the flood pool 1818
elevation of Lake Ray Roberts or Lake Lewisville. No gas well development is allowed in the 1819
floodway, including the area of an ESA located in a floodway. 1820
2. Inside the City limits, a Watershed Protection Permit for gas well development can be 1821
approved only if the City Council authorizes a Specific Use Permit. In making a recommendation 1822
for the SUP, the Director shall apply those standards set forth in Subsection 6.3.9D below. In the 1823
City's ETJ, a Watershed Protection Permit may be approved by the Director of Environmental 1824
Services, or designee pursuant to the procedures in Subsection 6.3.9C below. 1825
3. A Watershed Protection Permit application may be submitted simultaneously with an 1826
application for a Specific Use Permit. 1827
B. Application Requirements and Processing 1828
A Watershed Protection Permit shall be processed in accordance with the following: 1829
1. An application for a Watershed Protection Permit shall contain the following 1830
information and such information as may be required by the Development Review Committee 1831
and the Environmental Services Department, which is reasonably necessary to review and 1832
determine whether the proposed development and required facilities meet the requirements of 1833
this Section 6.3: Gas Well Drilling and Production; Section 6.2: Gas Well Development; and as 1834
required by the Application Criteria Manual. In addition the information shall include the 1835
following: 1836
a. A Tree Inventory Plan shall show the location of ESAs on any proposed Drilling 1837
and Production Site. 1838
b. Show location of ESAs on proposed Drilling and Production Sites. 1839
2. All applications for Watershed Protection Permits shall be filed with the Development 1840
Services Department, who shall immediately forward all applications to the DRC for review. 1841
Incomplete applications shall be returned to the applicant, in which case the City shall provide a 1842
written explanation of the deficiencies. The City shall retain a processing fee determined by the 1843
City Council. The City may return any application as incomplete if there is a dispute pending 1844
before the Railroad Commission regarding the determination of the Operator. No application 1845
shall be deemed accepted for filing until the application is complete. 1846
C. Procedures 1847
1. Each application for a Watershed Protection Permit for gas well development in the ETJ shall be 1848
approved or denied by the Director of Environmental Services or designee following DRC review. 1849
2. Criteria for Approval for Watershed Protection Permit for Gas Well Development in the City 1850
limits. In reviewing the application for a Watershed Protection Permit, the Director shall apply those 1851
standards set forth in Subsection 6.3.9D below. The Director may attach such conditions to approval of a 1852
Watershed Protection Permit as are necessary to assure that the requirements of Subsection 6.3.9D 1853
below and any other applicable requirements contained in this Section 6.3: Gas Well Drilling and 1854
Production and Section 6.2: Gas Well Development, are met. 1855
Exhibit B –Subchapter 6 Amendments
3. Criteria for Approval for Watershed Protection Permits for gas well developments within the 1856
ETJ. In deciding the application for a Watershed Protection Permit, the Director shall apply those 1857
standards set forth in paragraph 6.3.9D.1; paragraph 6.3.9D.2 for riparian buffers within floodplains; and 1858
paragraph 6.3.9D.5. The Director may attach such conditions to approval of a Watershed Protection 1859
Permit as are necessary to assure that the requirements of these components of Subsection 6.3.9D 1860
below and any other applicable requirements in this Section 6.3: Gas Well Drilling and Production and 1861
Section 6.2: Gas Well Development, are met. 1862
4. Each Watershed Protection Permit shall: 1863
a. Identify each well subject to the Permit; 1864
b. Specify the date on which the Permit was issued; 1865
c. Incorporate by reference all applicable standards of approval; and 1866
d. Incorporate by reference all applicable conditions of approval. 1867
5. The applicant may appeal the Director's denial or conditional approval of a Watershed 1868
Protection Permit in the ETJ on grounds pertaining to the standards in Subsection 6.3.9C.3 below to the 1869
City Council within 10 calendar days of the decision by the Director. The Council shall decide the petition 1870
based upon the criteria in Subsection 6.3.9C.3 below and any other applicable requirements contained 1871
in this Section 6.3: Gas Well Drilling and Production and Section 6.2: Gas Well Development. 1872
D. Watershed Protection Permit Standards 1873
The standards in this Subchapter 6: Gas Wells, are adopted pursuant to the authority granted by TLGC, 1874
Section 551.002 and Chapter 211 and are intended to minimize adverse impacts on areas within the 1875
Flood Fringe or ESA, reduce flood damage, and lessen the potential for contaminating surface water or 1876
any water supply. 1877
1. Location of Sites 1878
Drilling and Production Sites shall be located outside floodplains and other ESAs whenever 1879
practicable to minimize adverse impacts on these areas, reduce flood damage, and lessen the 1880
potential for contaminating surface water or any water supply. 1881
2. Riparian Buffers 1882
For all ESAs constituting or containing riparian buffers prior to the approval of a Gas Well 1883
Development Site Plan: 1884
a. If a riparian buffer is designated as "fair" to "excellent" ESA, the designated 1885
protective stream buffer width as specified in Section 7.4, Environmentally Sensitive 1886
Areas of this DDC shall apply, and no encroachments shall be allowed. 1887
b. Within all areas except unstudied floodplains, if the stream is designated as a 1888
"poor" ESA, the designated width of the protective stream buffer 'shall be decreased by 1889
either 50 percent or to the limits of the floodway whichever is greater, but in no 1890
Exhibit B –Subchapter 6 Amendments
instance shall the protective stream buffer width be decreased below 25 feet measured 1891
each direction from the centerline of the existing channel. 1892
3. Tree Mitigation 1893
In the event of a conflict between this Subchapter 6: Gas Wells, and 7.7.4, Tree Preservation, 1894
this Subchapter 6: Gas Wells, shall control. Tree mitigation for gas wells located in an ESA shall 1895
be required and shall be calculated on a one to one replacement value for 100 percent of the 1896
diameter breast height ("dbh") of trees removed from the Drilling and Production Site. Tree 1897
mitigation shall be accomplished by planting replacement trees, within a floodplain, on-site or 1898
off-site with similar tree species or by payment into a Tree Mitigation Fund. Tree Mitigation 1899
Funds that are specific to ESAs will be kept separate from other Tree Mitigation Funds and will 1900
only be used to either acquire wooded floodplain or riparian property that remains in a 1901
naturalistic state in perpetuity, or to purchase conservation easements within riparian or 1902
floodplain areas. Funds may be used to purchase, plant, and maintain trees on public property, 1903
as long as the public property is within a riparian area or floodplain. 1904
4. Tree Removal 1905
Any request to remove tree(s) shall be accompanied by a letter from a certified geologist or 1906
engineer that indicates why the well site cannot be located to avoid the trees. If Operator has 1907
chosen to pay into the Tree Mitigation Fund, such funds shall be paid prior to approval of a Final 1908
Gas Well Development Site Plan or Gas Well Development Plat for the ESA. 1909
5. Limitation on Well Heads 1910
Only one well head may be placed in the Flood Fringe or other ESA under the following 1911
conditions: 1912
a. Storage tanks or separation facilities shall be constructed at least 18 inches 1913
above the established Base Flood elevation plus the surcharge depth for encroachment 1914
to the limits of the floodway having a one percent chance of being equaled or exceeded 1915
in any year. 1916
b. A hydrologic and hydraulic engineering study shall be performed by a Registered 1917
Professional Engineer. The study shall be submitted to the Engineering Department in a 1918
technical report for review by the City Engineer or his designated representative. The 1919
report shall demonstrate that the proposed facilities will have no adverse impacts on 1920
the carrying capacity of the adjacent waterway nor cause any increases to the elevations 1921
established for the floodplain. When the Special Flood Hazard Areas (SFHA) on the 1922
subject site is designated as "Zone A" on the FIRM Panel, or the SFHA is not identified on 1923
the FIRM Panel, the following approximate method may be used to evaluate the impacts 1924
from gas well development. A flow rate shall be calculated using procedures set forth in 1925
the City of Denton Drainage Criteria Manual. Using Manning's Equation with an estimate 1926
of the average slope of the stream, measurements of a single irregular cross-section 1927
geometry at the well site, and the one hundred-year discharge rate, the average velocity 1928
and normal depth may be calculated. Calculations shall be provided for the unaltered 1929
Exhibit B –Subchapter 6 Amendments
existing channel cross-section and for the proposed modified channel cross-section and 1930
submitted to the City for review and approval prior to construction within these areas. 1931
c. No more than 10 percent of the flood fringe, within the limits of the Gas Well 1932
Development Site Plan or Gas Well Development Plat, may be filled. 1933
6. Additional Standards inside City Limits 1934
For land inside the City limits, all conditions imposed by any applicable SUP, MPC District or a PD 1935
District for the land subject to the Watershed Protection Permit, as well as the standards in 1936
Subsection 6.3.9D and any other applicable requirements contained in this Section 6.3: Gas Well 1937
Drilling and Production and Section 6.2: Gas Well Development, shall apply. 1938
E. Post-Approval Procedures 1939
1. If evidence from water quality monitoring efforts indicates that contamination is 1940
occurring from gas wells, the Operator shall remove, cause to be removed, or otherwise 1941
remediate contamination, as required by the Gas Well Administrator including but not limited to 1942
Waste Minimization Practices established by the RRC. Cleanup operations shall begin 1943
immediately. A re-inspection fee shall be charged as established by the City Council and 1944
published in the Application Criteria Manual. 1945
2. An associated Watershed Protection Permit shall expire with the expiration of the Gas 1946
Well Development Site Plan or Gas Well Development Plat and may not be extended prior to 1947
expiration. 1948
1949
1950
Exhibit C –Subchapter 8 Amendments
8.3 Subdivision Design 1
8.3.4 Cluster Subdivisions 2
A. Purpose 3
This section provides optional standards for cluster subdivision development to protect sensitive lands 4
and common open space areas and to implement the comprehensive plan and/or adopted area plans. A 5
cluster subdivision is a residential subdivision in which some or all of the lots are allowed to be smaller 6
in area and width, thus allowing flexibility in development density in those areas in exchange for 7
permanent protection of common open space. 8
B. Applicability 9
1. The cluster subdivision option is available in all residential districts as identified in Table 10
3.1-A: Zoning District Designations. 11
2. The minimum parcel size for a cluster subdivision shall be at least five acres. 12
i. This minimum parcel size does not apply for sites affected by Gas Well Reverse 13
Setbacks as provided for in Subsection 6.2.6C.2. 14
3. All other standards in the DDC shall apply to cluster subdivisions unless modified by the 15
cluster subdivision standards in this Subsection 8.3.4. 16
4. In the case of conflict between the provisions of Table 8.A: Cluster Subdivisions, and any 17
other portion of this DDC, the provisions of this Table 8.A: Cluster Subdivisions, shall govern. 18
19
C. Review and Approval of Cluster Subdivisions 20
1. Cluster subdivisions require approval of a planned development (PD) and shall be 21
reviewed through the rezone to a planned development (PD) district procedure in Subsection 22
2.7.3: Rezone to a Planned Development (PD) District. 23
a. A PD is not required for cluster subdivision standards to be applied to sites affected by 24
Gas Well Reverse Setbacks as provided for in Subsection 6.2.6C.2. 25
2. Cluster subdivisions shall be reviewed through the preliminary plat and final plat 26
procedures in Section 2.6, Subdivision Procedures. 27
D. Cluster Subdivision Minimum Standards 28
The minimum standards for cluster subdivision lots are established in Table 8.A: Cluster Subdivisions 29
below. The measurements and exceptions in Section 3.7, shall also apply to cluster subdivision lots 30
unless otherwise stated in Table 8.A: Cluster Subdivisions. 31
Table 8.A: Cluster Subdivisions
Type of Standard Requirement
Exhibit C –Subchapter 8 Amendments
Project Site Standards
Subdivision size, minimum 5 acres
Block length, maximum 600 feet
Common open space, minimum 30 percent of total site area
Individual Lot Standards (minimum)
Lot size 2,500 square feet
Lot width 20 feet
Building coverage Per underlying zoning district
Setbacks (minimum) [1]
Front 5 feet if accommodation of at least two off-
street parking spaces can be demonstrated.
Otherwise, pursuant to the underlying zoning
district.
Side 5 feet, except side yards adjacent to a public
right-of-way shall be 6 feet.
Rear 5 feet for alley-loaded dwellings or dwellings
developed with an auto court. Otherwise,
pursuant to underlying zoning district.
Notes:
[1] Building envelopes shall be established on the final plat with any cluster subdivision.
32
33
E. Common Open Space 34
1. Minimum Required 35
A minimum of 30 percent of the total site area of the cluster subdivision shall be set aside as 36
common open space for the use of the site’s residents and visitors. 37
2. Identification and Maintenance 38
a. Common open space shall be identified on the final plat for a cluster 39
subdivision, with a notation that indicates that those lands shall not be used for future 40
development. 41
b. Common open space shall be identified on-site with appropriate permanent 42
signage markers in order to distinguish these areas from private property. 43
Exhibit C –Subchapter 8 Amendments
c. Common open space shall be permanently maintained and preserved as: 44
i. Open space lots with deed restrictions; or 45
ii. Protected through a conservation easement; or 46
iii. Land dedicated and accepted to the city, at the city’s sole discretion. 47
d. For any land not dedicated to the city, the developer shall provide a permanent 48
mechanism acceptable to the City Attorney for the primary purpose of conservation, 49
preservation, and management of protected/conserved lands. 50
e. There shall be no further subdivision of land in an area approved for cluster 51
subdivision; however, dedication of easements for public utilities may be permitted. 52
3. Use of Common Open Space 53
a. Common open space shall be used for low-intensity recreation, agriculture, 54
buffers, critical wildlife habitat, or other passive park or open space purposes. A pond 55
may also count towards the minimum common open space requirement. 56
b. The use of common open space may be further limited or controlled at the time 57
of final approval where necessary to protect adjacent properties. 58
4. Design of Open Space 59
Land set aside for common open space shall meet the following design criteria, as relevant: 60
a. The lands shall be contiguous unless the land shall be used as a continuation of 61
an existing trail, or specific topographic features require a different configuration. An 62
example of such topographic features would be the provision of a trail or private open 63
area along a riparian corridor. 64
b. Where open space areas, trails, parks, or other public spaces exist adjacent to 65
the tract to be subdivided or developed, the common open space shall, to the maximum 66
extent feasible, be located to adjoin, extend, and enlarge the existing trail, park, or 67
other open area land. 68
c. In larger projects, open space should flow through the site linking recreation 69
facilities to dwellings with uninterrupted green belts. 70
d. If an ESA is preserved to meet the open space requirement, the land shall be left 71
in an undisturbed natural state. Other open space shall be landscaped pursuant to 72
Section 7.7, Landscaping, Screening, Buffering, and Fences. 73
F. Auto Courts 74
Auto courts may be considered as an alternative layout for cluster subdivisions. Up to four single-family 75
units (attached or detached) may share a single driveway access to a public street using an auto court 76
arrangement, provided the layout is approved with a preliminary plat pursuant to Subsection 2.6.3, 77
Preliminary Plat. Additionally, auto courts shall comply with the following: 78
Exhibit C –Subchapter 8 Amendments
1. The surface of the shared driveway in the auto court shall be at least 20 feet wide and 79
shall be surfaced with concrete or other permeable paving approved by the Director. 80
2. Individual driveways leading from the shared driveway to each dwelling unit shall be at 81
least 20 feet long, as measured from the front of the garage or carport to the closest edge of the 82
shared driveway. 83
3. The shared driveway shall be designed to comply with the standards of the 84
Transportation Criteria Manual. 85
4. The auto court design shall comply with the applicable off-street parking requirements. 86
5. Maintenance and repair of auto courts shall be the responsibility of a property owners 87
association or adjacent property owners. The city shall approve provisions for maintenance and 88
repair during the subdivision review process. 89
6. Parking on the shared driveway shall be prohibited and shall be clearly marked as such. 90
7. The auto court access shall be from a standard-width street and the applicant shall 91
demonstrate that there is adequate guest parking available on the street. 92
8. The auto court shall comply with all other city standards including fire and emergency 93
access, and utility provisions. 94
95
96
2019 DDC Regarding Nonconfomring StructuresOption 1 (Ordinance Exhibit A1)Option 2(Ordinance Exhibit A2)Option 3(Ordinance Exhibit A3)Option 4 (Ordinance Exhibit A4 ‐New)1.5.4 Nonconforming Structures maintained as adopted New Section 1.5.2.J Revisions to 1.5.4 Nonconforming StructuresRevisions to 1.5.4 Nonconforming StructuresNew Section 1.5.2.JExisting Protected Uses located <250 ft Nonconforming today; remain nonconforming Nonconforming today; remain nonconforming Nonconforming today; remain nonconforming Nonconforming today; remain nonconformingNot nonconforming; deemed legal by this ordinanceExpansion allowed? No No No No Yes, follows zoningCan it rebuild if destroyed?Yes, if damage is to <50% of SFNo, if damage is to >50% of SFYes, if damage is to <50% of SFNo, if damage is to >50% of SFYes, if damage is to <50% of SFYes, if approved by ZBA if damage is to >50% of SFYes, no matter the SF of damage, if damage is due to natural or accidental causeNo, if damage is due to voluntary demolitionYes, follows zoningExisting Protected Uses located >250ft but <500ft Become nonconforming by this ordinanceNot nonconforming; deemed legal by this ordinanceBecome nonconforming by this ordinance Become nonconforming by this ordinanceNot nonconforming; deemed legal by this ordinanceExpansion allowed? No Yes, follows zoning No No Yes, follows zoningCan it rebuild if destroyed?Yes, if damage is to <50% of SFNo, if damage is to >50% of SFYes, follows zoningYes, if damage is to <50% of SFYes, if approved by ZBA if damage is to >50% of SFYes, no matter the SF of damage, if damage is due to natural or accidental causeNo, if damage is due to voluntary demolitionYes, follows zoningExisting Protected Uses located >500ftExpansion allowed?Can it rebuild if destroyed?Lots in platting process >250ft but <500ft (at least GDP or PP submission by date and not expired)Not nonconforming; deemed legal by this ordinanceNot nonconforming; deemed legal by this ordinanceNot nonconforming; deemed legal by this ordinanceNot nonconforming; deemed legal by this ordinanceNot nonconforming; deemed legal by this ordinanceExpansion allowed once built?No Yes, follows zoning No (if allowed to build) No Yes, follows zoningCan it rebuild if destroyed?Yes, if damage is to <50% of SFNo, if damage is to >50% of SFYes, follows zoningYes, if damage is to <50% of SF (if allowed to build)Yes, if approved by ZBA if damage is to >50% of SF (if allowed to build)Yes, no matter the SF of damage, if damage is due to natural or accidental causeNo, if damage is due to voluntary demolitionYes, follows zoningExisting 2019 DDC regulations regarding nonconforming strucutres as adopted by ordinance DCA18‐0009q.Requested by Council at August 27, 2019 work session. Presented to P&Z and Council at November public hearings.Staff and Legal recommendation to P&Z and Council at November public hearings. This was the option approved by the Council at the November 19, 2019 public hearing. Planning and Zoning Commission recommendation from November 6, 2019 public hearing. Presented to Council at the November public hearing.New option per Council's December 2, 2019 reconsideration discussion. Origin of OptionOptions for Subchapter 1 Amendments Regarding Nonconforming StructuresDDC ReferenceLegal, not affected by proposed changeYes, follows zoningYes, follows zoningNonconforming Status
1
Zagurski, Hayley
From:Colleen Ament <cament46@gmail.com>
Sent:Friday, January 17, 2020 10:01 AM
To:Zagurski, Hayley; Ryan, John
Subject:DCA19-0009 Gas Well Reverse Setbacks
This message has originated from an External Source. Please be cautious regarding links and attachments.
Dear Councilmen and Mayor,
I am writing in opposition to the DCA19‐0009 Gas Well Reverse Setbacks code as it is presented in the notice of public
hearing postcard. Code that is meant to protect future property owners near gas wells should not be written to destroy
existing property owners' values and rights to expand and repair their property.
This code is detrimental to all existing property owners. I do not appreciate being collateral damage in whatever assault
the Council is choosing to launch against gas companies.
If these gas wells are such a hazard to our community, I would like to know what the City of Denton is doing in regards to
monitoring the wells and working with the gas companies to alleviate the hazards.
Also, I do not appreciate the plastic postcard with small print that looks like junk mail. If the council is considering
something that affects my property, a formal letter with Notice of Public Hearing on the envelope isn't too much ask for.
Again, I strongly object to this code. I look forward to hearing from you in regards to the hazards and steps to remedy
them.
Kind regards,
Colleen Ament
4113 Aqueduct Drive
Denton, Texas 76210
469‐231‐6174
1
Zagurski, Hayley
From:Colleen Ament <cament46@gmail.com>
Sent:Monday, January 20, 2020 10:33 AM
To:Zagurski, Hayley
Cc:Ryan, John
Subject:Re: DCA19-0009 Gas Well Reverse Setbacks
Good morning, Hayley.
I have more questions: 1) Who is responsible for paying the existing property owners for the loss of property value?
2) Has there been a study conducted to determine the effect on the current property values (not just the affected
properties, but the properties around them that will be devalued when comps are pulled)
3) Has the taxing jurisdiction (school district) been notified of the reduction in revenue it will receive caused by this
proposed code?
Kind regards,
Colleen Ament
On Fri, Jan 17, 2020 at 10:06 AM Zagurski, Hayley <Hayley.Zagurski@cityofdenton.com> wrote:
Good morning,
Thank you for sharing this written response. I will provide a copy of your email to the Council members for their
consideration at the upcoming meeting.
Thank you,
Hayley Zagurski | Senior Planner
Department of Development Services | Planning Division
Office: (940) 349‐7785 | Fax: (940) 349‐7707
215 W. Hickory Street, Denton, Texas 76201
www.cityofdenton.com
2
From: Colleen Ament <cament46@gmail.com>
Sent: Friday, January 17, 2020 10:01 AM
To: Zagurski, Hayley <Hayley.Zagurski@cityofdenton.com>; Ryan, John <John.Ryan@cityofdenton.com>
Subject: DCA19‐0009 Gas Well Reverse Setbacks
This message has originated from an External Source. Please be cautious regarding links and attachments.
Dear Councilmen and Mayor,
I am writing in opposition to the DCA19‐0009 Gas Well Reverse Setbacks code as it is presented in the notice of public
hearing postcard. Code that is meant to protect future property owners near gas wells should not be written to destroy
existing property owners' values and rights to expand and repair their property.
This code is detrimental to all existing property owners. I do not appreciate being collateral damage in whatever assault
the Council is choosing to launch against gas companies.
If these gas wells are such a hazard to our community, I would like to know what the City of Denton is doing in regards
to monitoring the wells and working with the gas companies to alleviate the hazards.
Also, I do not appreciate the plastic postcard with small print that looks like junk mail. If the council is considering
something that affects my property, a formal letter with Notice of Public Hearing on the envelope isn't too much ask
for.
Again, I strongly object to this code. I look forward to hearing from you in regards to the hazards and steps to remedy
them.
Kind regards,
Colleen Ament
4113 Aqueduct Drive
Denton, Texas 76210
3
469‐231‐6174
1
Zagurski, Hayley
From:Allen Bahre <allenbahre@hotmail.com>
Sent:Monday, January 27, 2020 8:59 AM
To:Zagurski, Hayley
Subject:Agenda for 1/28 meeting
This message has originated from an External Source. Please be cautious regarding links and attachments.
Hayley, I am one of the home owners the proposed change in the reserve setback will affect. On the cities web site it
shows that an agenda was to be posted on 1/24. But, I do not find it at the location identified. Is there an agenda with
exhibits?
Thanks
Allen Bahre
3620 Tuscan Hills Circle
Denton
1
Zagurski, Hayley
From:Kevin Bankhead <kbankhead@fortress.com>
Sent:Friday, January 24, 2020 9:24 PM
To:Zagurski, Hayley
Cc:McDonald, Scott; Watts, Chris; Davis, Jesse; Paul Meltzer
Subject:Upcoming Public Hearing on DCA19-0009e - Gas Wells
This message has originated from an External Source. Please be cautious regarding links and attachments.
Hayley ‐ As you know, current land ownership by Allegiance Hillview includes three platted lots (comprising
some 15 acres) within the Rayzor Ranch East addition that are adjacent to existing gas wells ‐ Rayzor Units 1H,
2H, and 3H. The future development of these tracts is proceeding under the General Development Plan
approved in 2018, as well as zoning under the Rayzor Ranch Overlay District first established in 2007. We
oppose the proposed increase of reverse setbacks from gas wells from the current 250' from well sites, as that
would negatively impact the development of these tracts. We agree with all those respondents that have
urged that the best way to protect public health from noxious emissions is enforcement against those
offending well operators, not ever‐increasing reverse setback distances.
Regarding an amendment to Subchapter 1 of the DDC, Option 4 appears to best serve existing homeowners
and projects under development, however development of a Protected Use should not be lost merely upon a
replat or subdivision. We wish that sentence be stricken from the proposed wording.
Option 4
...
Improvements that meet underlying zoning district regulations may be permitted for Protected Uses within
the lot boundaries that exist on [insert date]; however, if the property is replatted or otherwise subdivided
after [insert date], then the new lots must comply with Reverse Setback regulations in effect at the time of
plat application.
Sincerely.
Kevin Bankhead
for Allegiance Hillview, L.P.
5221 N O'Connor Blvd, Suite 700
Irving, TX 75039
972‐532‐4371
The person sending this email is not a Fortress employee and is not authorized to bind or otherwise obligate Fortress or
its affiliates in any manner.
1
Zagurski, Hayley
From:candice barnard <candice.l.barnard@gmail.com>
Sent:Tuesday, January 28, 2020 4:18 PM
To:Zagurski, Hayley
Subject:Re: Public Hearing 1.28.2020
Hayley,
Than you. If you could please submit the formal response below:
To whom it may concern:
In regard to the Gas Well Reverse set back, I would like to offer an general objection to the proposal. The council, at the
expense of misinformation and unreliable information regarding "fracking" and the "dangers" of natural gas production
have proposed a measure that would harm Denton residents much more than "fracking" ever could. If the proposed set
back is to be enacted, Denton residents whose property, including the homes in which their children were raised, are at
risk. For the council to declare a property "non‐conforming" after a resident has reasonably relied on a vested property
interest when purchasing the property is not only creating a substantial harm to Denton residents, but is also
tantamount to an unjustifiable takings. A takings where you've let a loud minority (who likely have never worked in the
oil and gas industry) to scare you into preventing your residents to rebuild their legally built homes. The council is not
implementing these measures in scarcely populated West Texas farm lands, but instead in neighborhoods, where my
friends, family and co‐workers live. This issue isn't simply one of oil and gas, but also one of property value and
reasonable expectation of ownership of property. For these reasons I strongly oppose the proposal and hope you will do
the same.
Thank you,
Candice Barnard
On Tue, Jan 28, 2020 at 3:50 PM Zagurski, Hayley <Hayley.Zagurski@cityofdenton.com> wrote:
Good afternoon,
The City’s gas well setbacks are only applicable to the surface improvements for each pad site, not the bottom hole or
end of the well bore. Specifically, the setbacks are measured from the edge of the pad site not the wellhead. This is
what is reflected on the map I linked you to earlier. If your property is outside of the setback boundaries shown on that
map then the proposed 500 foot setback increase wouldn’t affect you.
Thank you,
Hayley Zagurski | Senior Planner
Department of Development Services | Planning Division
2
Office: (940) 349‐7785 | Fax: (940) 349‐7707
215 W. Hickory Street, Denton, Texas 76201
www.cityofdenton.com
From: candice barnard <candice.l.barnard@gmail.com>
Sent: Tuesday, January 28, 2020 3:47 PM
To: Zagurski, Hayley <Hayley.Zagurski@cityofdenton.com>
Subject: Re: Public Hearing 1.28.2020
Hayley,
Thank you for the information. My property address is: 8900 Harvest Moon Trail, Denton, Texas. It does not appear
from the Gas Well Setback Distance map that my property is effected. However, there is a gas well (API No. 12132600),
the end point of which is located directly adjacent to my property line. Is this ordinance only affecting those wells
which are notated on the Gas Well Setback Distance map or to all gas wells located in the city limits?
Thanks,
Candice
On Tue, Jan 28, 2020 at 3:31 PM Zagurski, Hayley <Hayley.Zagurski@cityofdenton.com> wrote:
Good afternoon,
Yes, the meeting will be live streamed at: https://www.cityofdenton.com/en‐us/government/open/agendas‐minutes
and also shown on DTV.
Additional information and a map of the proposed setbacks can be found here: https://www.cityofdenton.com/en‐
us/government/departments/development‐services/gas‐well‐public‐hearing‐faqs
3
Please let me know if you have additional questions. If you wish to submit a formal response for me to provide to the
Council, you can email me back before 5pm.
Thank you,
Hayley Zagurski | Senior Planner
Department of Development Services | Planning Division
Office: (940) 349‐7785 | Fax: (940) 349‐7707
215 W. Hickory Street, Denton, Texas 76201
www.cityofdenton.com
From: candice barnard <candice.l.barnard@gmail.com>
Sent: Tuesday, January 28, 2020 3:29 PM
To: Zagurski, Hayley <Hayley.Zagurski@cityofdenton.com>
Subject: Public Hearing 1.28.2020
This message has originated from an External Source. Please be cautious regarding links and attachments.
Ms. Zaqurski,
I received your information this afternoon from my HOA regarding the Notice of Public Hearing re: change in gas well
setbacks. I have some concerns regarding the ordinance and how the same effects my property but can not be in
attendance this evening. Will this meeting be livestreamed or recorded? And if not, will there be another Public
Hearing on this topic?
If you could please direct me to any additional materials regarding this issue as well I would appreciate it.
4
Thank you,
Candice Barnard
972.259.0287
1
Zagurski, Hayley
From:Zak Becker <zbecker@gmail.com>
Sent:Monday, January 20, 2020 4:34 PM
To:Zagurski, Hayley; Ryan, John; Watts, Chris
Subject:Project: DCA19-0009
This message has originated from an External Source. Please be cautious regarding links and attachments.
Dear Hayley Zagurski, Councilman Ryan & Mayor Watts,
This is in response to project DCA19‐0009 (Gas Well Reverse Setbacks).
As a homeowner who would be negatively impacted by the proposed setback I strongly object to the change in the
Denton Development Code. The proposed change to the code as written would negatively impact property values for
the hundreds, if not more than a thousand property owners who would be impacted by the change. It also infringes
upon the property rights of those homeowners to improve or rebuild their properties. There seems to be little regard for
the impact this would have on homeowners especially in the case of an individual or community tragedy like a fire or
tornado.
I have a few items I’d appreciate a written response to:
1) What has changed that necessitates the update to the Denton Development Code?
2) Which neighborhoods and homes will be affected by this change?
3) What is the affect on property values and the ability to sell my home?
4) How will I be compensated for the loss of value in my home and property if the Denton Development Code
change designates it as a non‐conforming structure?
5) How will the tax rolls be adjusted if the Denton Development Code change is approved?
6) How will the City of Denton accommodate and compensate any property owner who loses their residence
and is unable to rebuild due to this change?
I am also disappointed that the council did not choose to designate the gas well and production sites as non‐conforming.
Instead choosing the easier path of pushing the cost of compliance onto individual homeowners rather than the wealthy
and well‐connected companies that forced Texas House Bill 40 through the legislature after the fracking ban.
I strongly oppose a change in the Denton Development Code that would adversely impact my home’s value.
Sincerely,
Zachary Becker
1
Zagurski, Hayley
From:Jim Bell <jimbobbell@yahoo.com>
Sent:Tuesday, January 28, 2020 4:37 PM
To:Zagurski, Hayley
Subject:Project # DCA19-0009 (Gas Well Reverse Setbacks)
This message has originated from an External Source. Please be cautious regarding links and attachments.
Dear Hayley Zagurski -
I had every intention of attending tonight's city council meeting where the above will be addressed, however weather has
precluded my driving from Garland to do so.
I have several questions I was planning to propose at the meeting, so would appreciate your indulgence in answering
them.
1. How many gas wells setbacks will be changed of this passes? There must be a database detailing that number for
mailing purposes.
2. Why is this additional setback being proposed? Have there been incidents that suggested this additional setback to
protect private
citizens from being injured on their property? What were they?
3. The area restricted from residences with the 250' setback is 4.5 acres. The area restricted from residences by the
proposed setback is 18 acres. How will the City of Denton tax base be adjusted to reflect this additional residential
restriction.
4. What will the City of Denton, Denton County Tax Appraisers value residential land that is no longer available for
residential property? Would it be valued the same as floodplain?
I have already prepared a building site on my property that is 260' at its closest point to the existing gas well.
5. How will the City of Denton reimburse me for the expense of this site work should this proposed change be allowed?
As you can see, I am firmly opposed to this change as it constitutes a taking of a large portion of my property.
I look forward to your response.
Jim Bell
4510 & 4450 Masch Branch Road
Denton, Texas 76249
1
Zagurski, Hayley
From:Terrilee Bennion <terrilee.bennion@gmail.com>
Sent:Tuesday, January 28, 2020 11:51 AM
To:Zagurski, Hayley
Subject:Gas Well Reverse Setbacks
This message has originated from an External Source. Please be cautious regarding links and attachments.
Hello,
I got a notice saying that my property at 7200 Livingston Dr, Denton, TX 76210 is within 500 feet of an existing gas well. I
am unable to make it to the meeting tonight but I want my voice to be heard.
I do agree that the further away gas wells are the safer for all residents. However, this new law would be devastating for
current homeowners. If a natural disaster hit and we lost our house we wouldn't even have the option of rebuilding or
selling it. We would be completely out of luck. We plan on living in our neighborhood for many more years. But when we
do decide to move this new law will lower the value of our home and possibly make it unsellable.
Perhaps the law should that state that any NEW houses or buildings must abide by 500 feet but any current dwellings
are not affected in any way. This is most fair for all current residents.
Please think of the innocent residents and change the wording of the law to put their interest first. Or throw the law out
altogether. I am not interested in having the most expensive purchase I have ever made in jeopardy.
Thank you,
concerned homeowner
1
Zagurski, Hayley
From:Beverly Bower <bbowerfsu@yahoo.com>
Sent:Saturday, January 18, 2020 6:56 PM
To:Zagurski, Hayley
Subject:Project DCA19-0009
This message has originated from an External Source. Please be cautious regarding links and attachments.
Hi, Hayley! Hope you are well. It's been quite a while since we ran into each other. I just retired from
UNT this summer. I have run into a few other students from the College Teaching class over the
years. That class remains one of my best teaching experiences ever.
I live on Palo Verde Drive and while I didn't receive notification of the January 28 meeting, a number
of my neighbors did. I guess my property may be just outside the proposed set back or my notification
got lost in the mail.
Not sure I'll be able to attend the meeting as I go back and forth between Denton and Tallahassee
these days. I just want to see if I understand the impact of this change: Destroyed houses in the
affected area cannot be rebuilt and changes to existing houses cannot be made that reduce the
distance to the gas well, e.g. a new room that would be between the existing structure and the gas
well. Am I correct that modifications could still be made if they did not increase the non-conformity,
i.e were not between the existing structure and the gas well?
I assume that if property within the set back is sold that these restrictions would be required to be
included in any sales transition. My neighbors are concerned that this change will reduce the value of
our homes.
Any light you can shed on this topic and its effect on the homes on Palo Verde would be appreciated.
Email or phone me at 940-483-0931.
Many thanks. BBower
Beverly L. Bower
Denton, TX 76210
1
Zagurski, Hayley
From:Fred Buttrell <fbuttrell@blueseacapital.com>
Sent:Wednesday, January 22, 2020 3:06 PM
To:Zagurski, Hayley
Subject:FW: Proposed set back
Attachments:IMG_0058.jpeg
This message has originated from an External Source. Please be cautious regarding links and attachments.
Hayley,
I am not going to be able to be at the meeting on the 28th. Please tell me as a home owner that we will not have to
move property line or fence because you want an easement for gas production. I have attached the notice we got.
Please give me the info or link so I can get knowledgeable on the situation.
Fred
1
Zagurski, Hayley
From:castle.lisa@verizon.net
Sent:Sunday, January 19, 2020 4:04 PM
To:Zagurski, Hayley
Subject:Project number: DCA19-0009 (Gas Well Reverse Setback)
This message has originated from an External Source. Please be cautious regarding links and attachments.
Hello Hayley,
I received the postcard about a couple of our properties being within the 500 feet proposed setback. Please answer the
following questions for me.
1) Who is responsible for this proposed change. Please give me their name, office phone number and email.
2) Am I reading this postcard correctly in that if something happens to my property and it is destroyed – I cannot
rebuild it?
3) How will this affect my resale value, taxes and what I will be able to do with the land if my structure is
destroyed.
Please get back with me soon.
Lisa Castle
214‐395‐0581
1
Zagurski, Hayley
From:Daniel Cerruti <danielcerruti@yahoo.com>
Sent:Saturday, January 25, 2020 2:57 PM
To:Zagurski, Hayley
Subject:Homeowner Opposed to Project Number: DCA19-0009
This message has originated from an External Source. Please be cautious regarding links and attachments.
Dear Ms. Zagurski,
I am writing to express that I am opposed to the possibility of the City of Denton increasing the reverse gas well setback
distance. I believe my home (1912 Hollister Lane, Denton, TX 76210) would fall within the proposed increase of 500 feet
and become a non-conforming structure. I am concerned that, should a fire or act of God occur and cause damage to my
home, I would be unable to rebuild.
Additionally, there are multiple new communities being constructed off of Ryan Road. An increase in the reverse gas well
setback distance could ward off potential homebuyers for these new communities and limit the overall expansion of our
neighborhood.
My request is that the increased distances not be approved. However, should the increase in reverse gas well setback
distances be approved, existing properties should be "grandfathered" into the old limit of 250 feet.
Sincerely,
Daniel J. Cerruti
Denton, TX
516.815.2771
“There is no limit to the amount of good you can do if you don't care who gets the credit.”
1
Zagurski, Hayley
From:Laura Cerruti <lauracerruti1102@gmail.com>
Sent:Monday, January 27, 2020 7:39 PM
To:Zagurski, Hayley
Subject:Gas Well Setback
This message has originated from an External Source. Please be cautious regarding links and attachments.
Hello, my name is Laura Cerruti. My family and I moved to the city of Denton almost 3 years ago when my husband
retired out of the military because we wanted to settle our family here after moving around so much with the military.
We spent quite a long time choosing our home because we want this to be our forever home. However, this amendment
that is being considered terrifies me about what the future could hold for us if this passes. The fact that our home would
be considered a non‐conforming structure if it passes is very scary for us. I have researched what that would mean for
our home if that happens and I can't believe that the city of Denton would consider doing this to its residents!
Our family has been through so much turmoil and so much upheaval over the years due to the military and we deserve
to feel safe and secure in our home. This amendment, however, will steal that sense of safety and security from us. The
fact that an act of God could damage or destroy our home some time in the future and we would then be kicked while
we are down by not being able to rebuild is horrifying to think about. I can tell you right now that I have spoken with my
husband about this and with many neighbors of mine and if this even comes close to passing then you will have a mass
exodus of people leaving this city.
I am begging the city of Denton to not put their residents in a horrible situation by passing passing this amendment.
Please do the right thing and do not approve this amendment.
Laura Cerruti
1
Zagurski, Hayley
From:traciechristian@gmail.com
Sent:Wednesday, January 15, 2020 5:05 PM
To:Zagurski, Hayley
Subject:Comment on Project number DCA19-0009 - Gas Well Reverse Setbacks
Greetings Hayley,
Thank you for this information, and for providing the date of the hearing (January 28).
Do we happen to know the time that this will be scheduled, or is that coming as the date approaches?
Thanks very much,
Tracie Christian
1
Zagurski, Hayley
From:Linda Cole <txlinda36@yahoo.com>
Sent:Friday, January 24, 2020 10:42 AM
To:Zagurski, Hayley
Subject:Letter from resident for Jan. 28th meeting
This message has originated from an External Source. Please be cautious regarding links and attachments.
Please distribute this email to the city council members for the discussion of the reverse setbacks on Tuesday,
January 28th.
Dear Council Members,
I am out of state and unable to attend the meeting on the 28th.
I understand this change is to protect the health of Denton residents. At the last meeting on this issue, you
drew a line in the sand saying that it’s unsafe to live within 500 feet of a gas well. A few of you on the council
believe 1000 feet is not safe. Why are you allowing residents to remain in their homes that are within 500 feet
of a gas well if it’s unsafe and unhealthy? Why wouldn’t you buy out these homes? This will allow residents to
relocate to a safer location. It will also avoid potential takings claims. Why wouldn’t you be more interested in
the health of current residents instead of potential residents of Denton?
Thank you,
Linda Cole
Sent from Yahoo Mail for iPad
1
Zagurski, Hayley
From:Orlando Colon <orlando_colon@verizon.net>
Sent:Monday, January 27, 2020 1:29 PM
To:hayley.zagurski@cityof.denton.com
Subject:Project DCA19-0009 Gas Well reverse setbacks
This message has originated from an External Source. Please be cautious regarding links and attachments.
Ms. Zagurski,
I am writing in reference to the letter I received from my HOA concerning the gas-well
reverse setbacks that some of the properties in the Wheeler Ridge community may be
impacted by. As far as I know I have not received any notices mentioning my property
as one which may be affected. That said, I would like to know if you can tell me if my
property will be affected or not. My address is 3505 Butler Dr. 76210.
I do appreciate your time and hope to hear from you soon.
Respectfully,
Orlando Colón
Boricua Properties, LLC
817-690-6767
1
Zagurski, Hayley
From:Brenda Cox <brenda@cyclecenterofdenton.com>
Sent:Wednesday, January 22, 2020 11:58 AM
To:Zagurski, Hayley
Subject:gas well reverse setback
This message has originated from an External Source. Please be cautious regarding links and attachments.
Hello,
I am banking on my paid off house being a nice savings account. How will I ever sell my house with this new "non-conforming"
status? That is something that will have to be disclosed. That will drastically reduce the value of the home.
Who will pay for land clean up should the house burn (partially or totally) and can't be rebuilt. Not me! Nope!
I was told by the builder that the gas well was on property owned by Acme Brick and that I would never have any problems from
it. After the big drilling rig was finished, I have not. There is a street, a row of houses, and woods between me and the well.
Will Acme Brick be willing to buy up all the houses their irresponsible drilling has inconvenienced?
There is a new neighborhood right next to mine and they have built much closer to the wells. Is an entire brand new neighborhood now
facing this same status? That's ridiculous.
I agree that we should be farther away from wells for safety and health reasons, but there are companies making money off of those
wells. They should compensate us. They should close and cap the wells rather than effect homeowners.
Because the wells are generating income for the City, I do not feel like this is a fair status to place homeowners in. Big guys against
little guys. Very unfair.
Thanks,
Brenda Cox
Controller
972-765-7854
Cycle Center & BMW Motorcycles of Denton
521 Acme Street
Denton, TX 76205
Office: 940-387-3885
Fax: 940-383-1012
1
Zagurski, Hayley
From:McDonald, Scott
Sent:Wednesday, January 22, 2020 8:34 AM
To:Zagurski, Hayley
Cc:Hileman, Todd; Cannone, Richard D.; Kuechler, Sarah
Subject:FW: DCA19-0009
Hayley,
Please ensure this email is included in the Council backup.
Thank you,
Scott
From: Chris Demiglio <chrisdemiglio@gmail.com>
Sent: Wednesday, January 22, 2020 8:06 AM
To: McDonald, Scott <Scott.McDonald@cityofdenton.com>; Hudspeth, Gerard <Gerard.Hudspeth@cityofdenton.com>;
Briggs, Keely G <Keely.Briggs@cityofdenton.com>; Ryan, John <John.Ryan@cityofdenton.com>; Armintor, Deb
<Deb.Armintor@cityofdenton.com>; Paul Meltzer <Paul.Meltzer@cityofdenton.com>; Davis, Jesse
<Jesse.Davis@cityofdenton.com>; Watts, Chris <Chris.Watts@cityofdenton.com>
Subject: RE: DCA19‐0009
This message has originated from an External Source. Please be cautious regarding links and attachments.
Scott,
Thank you for taking the time to read and forward a few concerns that my family and neighbors share. After speaking
with the residents I was able to reach this evening, I believe our neighborhood will be well‐represented for the meeting
on Tuesday. I tried contacting the town council member for my district, as originally directed and advised, but they did
not respond to calls, voicemails, texts or emails. It is my hope that this email will stand in place of what I had wished to
express to my direct council member and will, instead, reach the ears of those willing to hear the voices of the citizens
and voters.
Concern 1: Property value / reselling
Deeming a house a non‐conforming structure will not only drop the overall value of a property, but it will more than
likely fail to meet the standards required for banks to grant home loans. Because this is a retroactive measure, the
burden of any diminished property value or hindrance to the reselling of that property (originally deemed conforming
and permitted for construction by the city) should fall to the responsibility of the governing body that enacted said
measure.
‐ How does Denton plan to help its citizens counteract the loss of property value?
‐ Why are there no allowances for grandfathering in the current measure? Leaving it to chance with a zoning
committee to grant approval to rebuild after a disaster is wholly unacceptable.
‐ Denton, in effect, has prematurely condemned our houses – which will make them very hard to sell or get a
loan approval for. Is Denton prepared to purchase our neighborhood?
2
Concern 2: Current justification for expanding the setbacks / lack of notification
The recent expansion to 500’ from a pad site seems arbitrary at best. Moreover, the initial vote seems to have taken
place without informing the residents it most impacted:
‐ Why was the setback increase introduced?
‐ Are there immediate health concerns we should be aware of?
‐ If so, what are they?
‐ Why weren’t the residents with properties "infringing" on the increase to 500’ properly notified about the
vote?
‐ Why isn’t Denton disclosing the true financial ramifications to designating a structure “non‐conforming”
and what it means? People do not understand.
I appreciate your time and effort, and look forward to hearing from you.
Chris Demiglio
2724 Westglen Dr Denton, TX 76207
940.206.8896
Sandra Feyereisen
917 Springcreek Drive
Denton, Texas 76210
Denton City Council Public Hearing
Gas Well Reverse Setbacks (DCA19-0009)
Attn: Hayley Zagurski
Hayley.Zagurski@cityofdenton.com
January 28, 2020
I am the property owner at 917 Springcreek Drive in Denton, Texas and I am furious
about the postcard notification you mailed to me concerning this public hearing. I invested in
this property over ten years ago. Since then I fought the widening of Country Club Road if it
were to dig into my backyard. And now you tell me that I can’t build on my own property if my
home needed to be reconstructed or that I can’t add on to the back of my home and build any
other structures.
I want to build on to the back of my house and I am not talking about building on easement
land. I have an oversized lot with a swimming pool and the swimming pool is not directly
behind my home it is to the side of my home behind the house. I want to add directly on to the
back of my house because I have no downstairs shower or a bedroom so that I can be a
caregiver to an elderly parent who cannot climb stairs. Also anyone should be able to rebuild if
their house burns down or is hit by a natural disaster or otherwise damaged.
I don’t think you should be able to restrict what I can build on my property when others have
done the same and there are not restrictions on other neighborhoods. You are devaluing the
resale option of my home ownership and threatening my ability to live and function in my own
house. I want these restrictions immediately removed from any deal because this singles me
out from other citizens and my rights to home ownership. If you approve this you will be
violating and infringing on my personal rights and creating undue hardship on my family. I will
fight you by every available legal means and you will need to buy my home, pay for relocation
expenses, hardship expenses and any other damages incurred personal or otherwise.
I bought this property for retirement and caring for my family needing to be a reasonable
distance from medical facilities. It is my primary investment and I should not be penalized by
the hand of others who do not own my property and are only interested in gas wells. This is my
home and I do not want to uproot my family or allow you to lower its value. This property does
not belong to gas well owners or the city. I’m paying for it.
Sincerely,
Sandra K. Feyereisen
1
Zagurski, Hayley
From:Paul Finke <pjfinke@gmail.com>
Sent:Tuesday, January 28, 2020 2:26 PM
To:Zagurski, Hayley
Subject:Gas Well Reverse Setback
This message has originated from an External Source. Please be cautious regarding links and attachments.
Dear Hayley,
My wife and I received notice of a public hearing regarding increasing the Gas Well Reverse Setback from 250 feet to 500
feet on January 28, 2020.. We live in North Carolina, so we will not be able to attend.
This email is our written response.
We are AGAINST increasing the setback from 250 feet to 500 feet for the following reasons:
1. Our property has one gas well on site and one gas well adjacent. During the entire period of operation of these wells
(approx. 10 years) there have been no issues which would require increasing the setback.
2. In the event there are issues regarding a well, these events should be addressed on a case‐by‐case
basis. Retroactively impacting all property owners is inappropriate.
3. If the setback is increased, the property value of our land will be reduced causing substantial economic harm. We are
in the process of selling our property.
4. If increasing the setback is required, this rule should only apply to NEW wells where property owners can properly
evaluate the economic impact in deciding whether to move forward with drilling the well or not. Old wells should
remain grandfathered in at 250 feet.
Best regards,
Paul and Julie Finke
Owners of 80 acres on Orchid Hill Lane
‐‐
Paul Finke
Waylin
11330 Vanstory Drive, STE 115C
Huntersville, NC 28078
704‐875‐6524 (o)
704‐995‐6598 (c)
704‐875‐6526 (f)
1
Zagurski, Hayley
From:Eric Foster <elfoster01@gmail.com>
Sent:Thursday, January 16, 2020 8:25 AM
To:Zagurski, Hayley
Subject:Re: Project #DCA19-0009 (Gas Well Reserve Setbacks)
Hayley, I forgot my most important question, which is as follows:
•What is the reason for this action being considered, especially considering the significant negative consequences to
homeowners and businesses?
Thanks again for your prompt reply.
Eric Foster
On Thu, Jan 16, 2020 at 8:05 AM Eric Foster <elfoster01@gmail.com> wrote:
We recently got notice at our address (2300 Windhaven Drive) about being potentially impacted by this pending action,
which would be the doubling of the gas well setback from 250 feet to 500 feet. This consideration puts many of our
Windhaven homes—not to mention numerous additional homes in other neighborhoods all across Denton—at risk of
being recategorized as “non‐conforming structures” under the proposed revised code.
We discussed this at our annual Windhaven HOA meeting last night, where I was also elected to our HOA board. With
that in mind, please provide us the following information in that regard:
•How many and which of our 66 Windhaven homes are impacted (i.e., all those homes which have been mailed official
notices)?
‐These houses would have addresses on Windhaven, Lighthouse, or Split Rock.
‐Also, are any of our homes impacted by the current 250 feet setback?
•How many additional homes in other Denton neighborhoods are similarly impacted, and thus also received that same
pending action notice?
•What exactly does “may not be rebuilt if it is destroyed” mean, as is stated in the notice?
‐Does this also preclude minor and/or major repairs that are partial in nature (i.e., fixing damage that does not cause
the structure to be formally condemned by the city)?
Thanks for your prompt reply, which I will be sharing with my neighborhood.
Sincerely,
Eric Foster
‐‐
Eric Lynn Foster
2300 Windhaven Drive
Denton, TX 76210
214‐763‐9453 (cell)
‐‐
Eric Lynn Foster
2300 Windhaven Drive
Denton, TX 76210
2
214‐763‐9453 (cell)
1
Zagurski, Hayley
From:Eric Foster <elfoster01@gmail.com>
Sent:Thursday, January 16, 2020 8:06 AM
To:Zagurski, Hayley
Subject:Project #DCA19-0009 (Gas Well Reserve Setbacks)
We recently got notice at our address (2300 Windhaven Drive) about being potentially impacted by this pending action,
which would be the doubling of the gas well setback from 250 feet to 500 feet. This consideration puts many of our
Windhaven homes—not to mention numerous additional homes in other neighborhoods all across Denton—at risk of
being recategorized as “non‐conforming structures” under the proposed revised code.
We discussed this at our annual Windhaven HOA meeting last night, where I was also elected to our HOA board. With
that in mind, please provide us the following information in that regard:
•How many and which of our 66 Windhaven homes are impacted (i.e., all those homes which have been mailed official
notices)?
‐These houses would have addresses on Windhaven, Lighthouse, or Split Rock.
‐Also, are any of our homes impacted by the current 250 feet setback?
•How many additional homes in other Denton neighborhoods are similarly impacted, and thus also received that same
pending action notice?
•What exactly does “may not be rebuilt if it is destroyed” mean, as is stated in the notice?
‐Does this also preclude minor and/or major repairs that are partial in nature (i.e., fixing damage that does not cause
the structure to be formally condemned by the city)?
Thanks for your prompt reply, which I will be sharing with my neighborhood.
Sincerely,
Eric Foster
‐‐
Eric Lynn Foster
2300 Windhaven Drive
Denton, TX 76210
214‐763‐9453 (cell)
1
Zagurski, Hayley
From:Eric Foster <elfoster01@gmail.com>
Sent:Friday, January 17, 2020 3:35 PM
To:Zagurski, Hayley
Subject:Re: Project #DCA19-0009 (Gas Well Reserve Setbacks)
This message has originated from an External Source. Please be cautious regarding links and attachments.
Hayley,
Thanks for getting back to me quickly with this information...very helpful!
I have spoken to the mayor and conversed with another council member, do I’m becoming more confident that a
compromise can be struck that is only forward‐looking, and won’t impact existing structures.
The irony here is that the prior ordinance change would have applied the noted restrictions, but would not have have
provided any of the health or safety assistance...so all of the stick, but none of the carrot.
Thanks again!
‐elf
On Fri, Jan 17, 2020 at 6:45 AM Zagurski, Hayley <Hayley.Zagurski@cityofdenton.com> wrote:
Good morning Eric,
I searched the address list that was used for mailings, and I found the following addresses that appear to be within the
Windhaven subdivision:
2201 WINDHAVEN DR
2205 WINDHAVEN DR
2209 WINDHAVEN DR
2213 WINDHAVEN DR
2216 WINDHAVEN DR
2217 WINDHAVEN DR
2221 WINDHAVEN DR
2225 WINDHAVEN DR
2300 WINDHAVEN DR
2304 WINDHAVEN DR
2308 WINDHAVEN DR
2309 WINDHAVEN DR
2312 WINDHAVEN DR
2313 WINDHAVEN DR
2316 WINDHAVEN DR
2400 WINDHAVEN DR
2401 WINDHAVEN DR
2
2404 WINDHAVEN DR
2405 WINDHAVEN DR
2408 WINDHAVEN DR
2409 WINDHAVEN DR
2412 WINDHAVEN DR
2413 WINDHAVEN DR
2416 WINDHAVEN DR
2417 WINDHAVEN DR
2420 WINDHAVEN DR
2421 WINDHAVEN DR
2217 LIGHTHOUSE DR
2220 LIGHTHOUSE DR
2301 LIGHTHOUSE DR
2305 LIGHTHOUSE DR
2309 LIGHTHOUSE DR
2417 LIGHTHOUSE DR
It appears that the lots on the north side of Windhaven with addresses between 2225 and 2405 are clipped by the 250
ft setback radius in effect today.
Notices have gone out to over 1800 physical addresses and over 1000 property owners that are entirely or partially
within the proposed 500 foot setback radius.
With regards to the language on the notice, as the development is written today a nonconforming structure can be
maintained and repaired but must be kept in its current configuration (i.e. not enlarged). If the structure is destroyed
by less than 50% (measured based on square footage), the structure can be rebuilt to its original state, but the
destruction is greater than 50% it cannot be rebuilt. At the hearing on January 28th the Council will be considering
multiple options for ways to address the issue of creating nonconformities, so there is certainly a possibility that those
regulations could be changed as part of this process.
This change has a long history over the past year, but it originally began as part of a Council work session discussion last
year regarding possible health concerns related to air emissions from wells and how setbacks are handled in other DFW
area cities. If you are interested in seeing what led to this point, you can find videos and minutes from past Council
meetings online at
https://www.cityofdenton.com/en‐us/government/open/agendas‐minutes. The most recent discussions from Council
on this matter were on November 19, 2019 and December 2, 2019.
3
I hope this information is useful to you and your neighbors. Please let me know if you have other questions.
Thank you,
Hayley Zagurski | Senior Planner
Department of Development Services | Planning Division
Office: (940) 349‐7785 | Fax: (940) 349‐7707
215 W. Hickory Street, Denton, Texas 76201
www.cityofdenton.com
From: Eric Foster <elfoster01@gmail.com>
Sent: Thursday, January 16, 2020 8:25 AM
To: Zagurski, Hayley <Hayley.Zagurski@cityofdenton.com>
Subject: Re: Project #DCA19‐0009 (Gas Well Reserve Setbacks)
Hayley, I forgot my most important question, which is as follows:
•What is the reason for this action being considered, especially considering the significant negative consequences to
homeowners and businesses?
Thanks again for your prompt reply.
Eric Foster
On Thu, Jan 16, 2020 at 8:05 AM Eric Foster <elfoster01@gmail.com> wrote:
4
We recently got notice at our address (2300 Windhaven Drive) about being potentially impacted by this pending
action, which would be the doubling of the gas well setback from 250 feet to 500 feet. This consideration puts many of
our Windhaven homes—not to mention numerous additional homes in other neighborhoods all across Denton—at
risk of being recategorized as “non‐conforming structures” under the proposed revised code.
We discussed this at our annual Windhaven HOA meeting last night, where I was also elected to our HOA board. With
that in mind, please provide us the following information in that regard:
•How many and which of our 66 Windhaven homes are impacted (i.e., all those homes which have been mailed
official notices)?
‐These houses would have addresses on Windhaven, Lighthouse, or Split Rock.
‐Also, are any of our homes impacted by the current 250 feet setback?
•How many additional homes in other Denton neighborhoods are similarly impacted, and thus also received that
same pending action notice?
•What exactly does “may not be rebuilt if it is destroyed” mean, as is stated in the notice?
‐Does this also preclude minor and/or major repairs that are partial in nature (i.e., fixing damage that does not cause
the structure to be formally condemned by the city)?
Thanks for your prompt reply, which I will be sharing with my neighborhood.
Sincerely,
Eric Foster
‐‐
Eric Lynn Foster
2300 Windhaven Drive
Denton, TX 76210
5
214‐763‐9453 (cell)
‐‐
Eric Lynn Foster
2300 Windhaven Drive
Denton, TX 76210
214‐763‐9453 (cell)
‐‐
Eric Lynn Foster
2300 Windhaven Drive
Denton, TX 76210
214‐763‐9453 (cell)
1
Zagurski, Hayley
From:Susan Frank <susanreamsfrank@gmail.com>
Sent:Thursday, January 23, 2020 10:44 AM
To:Zagurski, Hayley
Subject:Proposed gas well reverse setback
This message has originated from an External Source. Please be cautious regarding links and attachments.
I have just read the notification that was sent out to property owners located within 500 feet of an existing gas
well drilling and production site. While I am not a property owner that is affected by this, I think this is one of
the most ridiculous and unfair proposals that I have seen. I don't have a problem with new construction being
located at least 500 feet away from a gas well, but now you are going to punish existing property
owners! What if their home burns down, this ordinance would not allow them to rebuild. Is the City of
Denton going to purchase their property at current market value? That might be slightly helpful, but there is a
very good chance that the current market value for that property would be much less than what they would
have to pay to purchase a lot to build on in another area. Who is going to make up that difference? And what
if a homeowner wants to add on to their existing home, but that add‐one now puts the home within 500 feet
of the gas well? This is absurd! It is my personal opinion that the City of Denton is attempting to take away
homeowner rights with some of the ordinances and codes. What has happened to common sense???
‐‐
Susan Frank
1
Zagurski, Hayley
From:Jennifer Gale <mrs.gale@yahoo.com>
Sent:Monday, January 13, 2020 10:20 PM
To:Zagurski, Hayley
Cc:Mark Gale
Subject:Notice received re: project DCA19-0009
Ms. Zagurski,
We received the attached notice today regarding an upcoming hearing regarding gas well reverse setbacks.
Needless to say, we are extremely concerned about the possibility of our property value tanking due to the city deciding
we are in a “non‐conforming structure.”
Please provide a map or list showing the location of the gas well and all the properties affected besides ours.
You’ve only given us two weeks to figure this out, so I’ll be needing this information as soon as possible.
You can count on our neighborhood (Teasley Harbor) to be well represented at the hearing.
Sincerely,
Mark and Jennifer Gale
2
Jennie Gale
214‐783‐0472
marykay.com/jgale
1
Zagurski, Hayley
From:sheila gerhauser <sgerhauser@gmail.com>
Sent:Monday, January 27, 2020 11:15 AM
To:Zagurski, Hayley
Subject:DCA19-0009
This message has originated from an External Source. Please be cautious regarding links and attachments.
I own the property at 2311 Bonnie Bray at Windsor.I am opposed to the new setback requirement because it appears
that it will make my property impossible to develop and thus worth less.I have been unable to contact you because your
mailbox is full. Thank you for your consideration.
Sheila Gerhauser
2144226403
2145594717
1
Zagurski, Hayley
From:Lindsay <goodliny@yahoo.com>
Sent:Tuesday, January 28, 2020 9:10 AM
To:Lindsay Goodman
Subject:Policy changes
This message has originated from an External Source. Please be cautious regarding links and attachments.
Good Morning.
My name is Lindsay Goodman and I own my home located at 3509 Ocean Dr, Denton and have lived in the
residence since 2008. It has come to my attention that the City of Denton City Council will hold a public hearing
on Tuesday, January 28, 2020, and reconsider the adoption of an ordinance regarding a proposed amendment to the
Denton Development code; specifically amending subchapters 1, 6, and 8 of the Denton Development Code,
relating to applicability, gas well drilling and production reverse setbacks, definitions, and procedures.
My home is behind the Kroger in the Teasley Harbor subdivision and is within 500 feet of an active gas well. As a
widow who has spent the past 3 years struggling, alone, to maintain my property, I fear that this ordinance will
negate all of the time, effort, energy, and money I have and that my late husband had put into it. While I can
appreciate the proposal that no new physical structure could be built within 500 feet, it seems punitive to change
the ordinance for existing homes. Those of us who purchased homes prior to the proposal will be penalized by
the loss of property values, possible insurance increases, and difficulty selling our properties if/when we decide to
do so. For me (and many of my neighbors), this will make an already difficult situation even more
difficult. Though I understand that progress and change are sometimes necessary and inevitable, I implore you to
see the human aspect and the impact that changes such as these can have on the people who are affected.
I ask that you please consider a provision that repair of, improvement to, or rebuilding of existing residential
structures within the 500 feet gas well setback be permitted for current and future property owners if it is within
property boundaries and consistent with existing City of Denton Planning and Zoning Regulations.
Thank you for your time and hard work for us, the residents of the City of Denton.
Regards,
Lindsay Goodman
1
Zagurski, Hayley
From:David Gronewold <davidgronewold@yahoo.com>
Sent:Saturday, January 18, 2020 3:28 PM
To:Zagurski, Hayley
Subject:Project Number: DCA19-0009
This message has originated from an External Source. Please be cautious regarding links and attachments.
Dear Ms. Zagurski,
I received a notice last week concerning a proposal to increase the distance certain buildings can be from existing gas
well drilling and production sites. Since I received the notice I assume that it will be affecting my property. Can you tell me
how I can get a full copy of the proposal. I would also like an accurate map of the exact locations this new proposal will
impact. I would like to be well informed prior to the town council meeting on January 28.
If this is going to impact my property I would like to know what provisions have been made to make home-owners whole
on their loss of property value. If this is still just a proposal perhaps this should be discussed prior to its passage. Maybe it
should not be passed at all.
Sincerely.
David Gronewold
7101 Chaucer Dr.
Denton, TX
1
Zagurski, Hayley
From:Jennifer Gunn <jens808@gmail.com>
Sent:Saturday, January 18, 2020 11:44 AM
To:Zagurski, Hayley
Subject:DCA19-0009
This message has originated from an External Source. Please be cautious regarding links and attachments.
Ms. Zagurski,
I would like to express my unhappiness with this proposal to extend the setback of the gas well to 500 feet. While this
seems to be a good idea for safety, the rule includes any existing wells and property that currently is near one. This is a
horrible and unfair rule. We have homeowners who have invested a lot of time and money into property and
contributing to the community who would lose their house if it was ever damaged. The rule says they cannot rebuild or
expand the house they already own. So the house will never be able to be sold. If the damage is severe and they cannot
rebuild, they lose everything. In addition, the neighborhood suffers with either an abandoned house, or an area of
empty land that cannot be developed.
I urge the city to deny this rule change and leave the clearance at the current clearance.
Thank you,
Jennifer Gunn
Chaucer Estates
Sent from my iPhone
1
Zagurski, Hayley
From:Robert Hollister <mazdaspeed365@yahoo.com>
Sent:Tuesday, January 28, 2020 4:03 PM
To:Zagurski, Hayley
Subject:Fw: Proposed Gas Well Setback Increase
This message has originated from an External Source. Please be cautious regarding links and attachments.
Hayley,
I never received a response from Councilman Ryan, therefore I am forwarding my response to you regarding the
proposed changes that it may be included in the City Council's deliberations.
Thank you,
Robert Hollister
----- Forwarded Message -----
From: Robert Hollister <mazdaspeed365@yahoo.com>
To: John.Ryan@cityofdenton.com <john.ryan@cityofdenton.com>
Sent: Tuesday, January 21, 2020, 11:10:50 AM CST
Subject: Proposed Gas Well Setback Increase
Good Morning Councilman Ryan,
I am writing you in regards to the upcoming public hearing on Jan 28th regarding the potential increase to gas well
setbacks in the city. I did not receive a notice card from the city, however via Facebook I was able to see one sent to
others. I live in District 4 across Hickory Creek from a gas well and believe that I am within 500 ft of this well as defined
by the development code.
I am greatly concerned about the potential negative impacts to my home outlined on the notice card, specifically the ability
to rebuild if my home was destroyed or expand my home. I also have significant concerns about the potential impact to
the value of my property. My understanding is if this change passes it will be exceptionally difficult to sell/refinance my
home in the future, as no mortgage lender will loan money on a non conforming structure/land. I called my mortgage
lender this morning and confirmed that they would not issue a loan to someone trying to purchase my home if it was
designated a non-conforming structure. They also said it is unlikely I would be able to refinance my existing mortgage as
well.
To be clear, I am OPPOSED to this proposed change in its current form. If you can provide any additional information
regarding this proposed change I would be very thankful. I am planning to attend the hearing on the 28th, is there
anything else I can do to oppose this proposed change? Thank you for your service on our city council and I look forward
to hearing from you.
Robert Hollister
1
Zagurski, Hayley
From:Dennis Howard <dhoward237@verizon.net>
Sent:Wednesday, January 22, 2020 1:59 PM
To:Zagurski, Hayley
Subject:Public Hearing - Jan 28, 2020 - Gas Well Reverse Setbacks
This message has originated from an External Source. Please be cautious regarding links and attachments.
Ms. Zagurski‐
I own and reside at a residential property (1933 Willowcrest Loop) that will be made essentially worthless if the City
increases the current reverse setback on the gas well abutting my home from 250 feet to 500 feet. Should my home be
classified as a "non‐conforming structure", I believe it will have zero resale value. Nor could it be re‐built if destroyed by
a natural disaster, or fire. I am not interested in compensation. I expect my home (and others like it) to be
"grandfathered" under the current 250 foot reverse setback.
I plan to attend the subject Public Hearing. If there is any way to get on the speaker's list at this point, please get me on
that list. I am a Professional Engineer (Environmental Specialty), and believe I can speak knowledgeably about specific
issues relating to the current reverse setback, and why it is sufficient to protect Public Health and Safety.
There should be no other issue relating to the reverse setback, and potentially changing it, other than Public Health and
Safety.
Please feel free to distribute this e‐mail to others in your office, or Council members if you think that appropriate. Please
reply to let me know you have received this e‐mail.
Thanks for your help.
Dennis M. Howard, P.E.
1933 Willowcrest Loop
Denton, TX 76205
940‐368‐5797
1
Zagurski, Hayley
From:edith hurr <gmhurr@att.net>
Sent:Tuesday, January 28, 2020 4:26 PM
To:Zagurski, Hayley
Subject:Denton Development Code
This message has originated from an External Source. Please be cautious regarding links and attachments.
I am voting against moving from 250 feet to 500 feet. Please send tonight’s results tomeEdith Hurr 1526 Warwick
Mansfield Tx 76063 Sent from my iPhone
1
Zagurski, Hayley
From:Jayson Jolivette <wattruler@gmail.com>
Sent:Monday, January 27, 2020 9:42 AM
To:Zagurski, Hayley
Subject:Re: Project # DCA19-0009 (Gas Well Reverse Setbacks)
Hello again Hayley, I am fairly sure you have seen this already but I wanted to pass it along anyway with a question.
This is wording that someone smarter than I came up with as an alternative to the proposed statute:
”A new residence, business, school, church, library or the physical structure of any other organization is NOT
PERMITTED to be built within 500 feet of an existing City of Denton gas well pad. Repair of, improvement to, or
rebuilding of existing structures within the 500 feet City of Denton gas well setback IS PERMITTED for current and
future property owners if it is within property boundaries and consistent with existing City of Denton Planning and
Zoning Regulations.”
The obvious purpose is to minimize potential property value loss of existing houses. Otherwise it would be completely
unfair to those homeowners.
Could you please see that this is presented to the powers that be. Also, I wrote you before expressing my concern and
you should have that on record, even though I am outside of the 500'. Do you think it would be important and have an
impact if I attend ? I would have to leave work early but will gladly do that if you think it would help.
On Fri, Jan 17, 2020 at 9:06 AM Jayson Jolivette <wattruler@gmail.com> wrote:
Thank you so much for the clarification, Hayley. I will be at the meeting,
On Thu, Jan 16, 2020 at 1:34 PM Zagurski, Hayley <Hayley.Zagurski@cityofdenton.com> wrote:
Good afternoon,
Yes, your property appears to be outside of the 500 foot radius from the nearest gas well site. The postcards were
only sent to those whose property is within the 500 foot radius.
That is not to say, of course, that your opinion won’t affect the conversation. I will still share your response and you
are more than welcome to attend the upcoming hearing.
Thank you,
Hayley Zagurski | Senior Planner
Department of Development Services | Planning Division
2
Office: (940) 349‐7785 | Fax: (940) 349‐7707
215 W. Hickory Street, Denton, Texas 76201
www.cityofdenton.com
From: Jayson Jolivette <wattruler@gmail.com>
Sent: Thursday, January 16, 2020 11:24 AM
To: Zagurski, Hayley <Hayley.Zagurski@cityofdenton.com>
Subject: Re: Project # DCA19‐0009 (Gas Well Reverse Setbacks)
This message has originated from an External Source. Please be cautious regarding links and attachments.
Thank you Hayley ! Say, I did not get a notification, at least as of yet. Is that because I am beyond the 500' line ?
On Tue, Jan 14, 2020 at 4:52 PM Zagurski, Hayley <Hayley.Zagurski@cityofdenton.com> wrote:
Thank you for this response. I will make sure this is shared with the City Council for their consideration at the
upcoming hearing.
Thank you,
Hayley Zagurski | Senior Planner
Department of Development Services | Planning Division
Office: (940) 349‐7785 | Fax: (940) 349‐7707
215 W. Hickory Street, Denton, Texas 76201
www.cityofdenton.com
3
From: Jayson Jolivette <wattruler@gmail.com>
Sent: Tuesday, January 14, 2020 2:59 PM
To: Zagurski, Hayley <Hayley.Zagurski@cityofdenton.com>
Subject: Project # DCA19‐0009 (Gas Well Reverse Setbacks)
Hello, I wanted to express my concern about this new code that is being considered.
I don't think my home will be listed as "non‐conforming" as I am about 800' from the gas well (depending on where
the measurement is taken), however it is still very concerning for obvious reasons.
It is completely unfair to consider making this retroactive to affect existing homes. The ramifications could be severe,
such as depressed property values and higher insurance premiums.
This code should only pertain to new developments. If this is out of concern for safety than it should be on the
owners of the gas wells, certainly not unsuspecting homeowners who pay large property tax bills every year.
Why not make the air quality restrictions, if there are any, near the gas wells stricter ?
It is my intention to attend the January 28 meeting but if I can't make it let this email serve as my adamant opinion !
‐‐
Jayson K Jolivette
2008 Prescott Downs Dr, Denton, TX 76210
301‐370‐7042
wattruler@gmail.com
4
‐‐
Jayson K Jolivette
2008 Prescott Downs Dr, Denton, TX 76210
301‐370‐7042
wattruler@gmail.com
‐‐
Jayson K Jolivette
301‐370‐7042
wattruler@gmail.com
‐‐
Jayson K Jolivette
301‐370‐7042
wattruler@gmail.com
1
Zagurski, Hayley
From:Jayson Jolivette <wattruler@gmail.com>
Sent:Tuesday, January 14, 2020 2:59 PM
To:Zagurski, Hayley
Subject:Project # DCA19-0009 (Gas Well Reverse Setbacks)
Hello, I wanted to express my concern about this new code that is being considered.
I don't think my home will be listed as "non‐conforming" as I am about 800' from the gas well (depending on where the
measurement is taken), however it is still very concerning for obvious reasons.
It is completely unfair to consider making this retroactive to affect existing homes. The ramifications could be severe,
such as depressed property values and higher insurance premiums.
This code should only pertain to new developments. If this is out of concern for safety than it should be on the owners of
the gas wells, certainly not unsuspecting homeowners who pay large property tax bills every year.
Why not make the air quality restrictions, if there are any, near the gas wells stricter ?
It is my intention to attend the January 28 meeting but if I can't make it let this email serve as my adamant opinion !
‐‐
Jayson K Jolivette
2008 Prescott Downs Dr, Denton, TX 76210
301‐370‐7042
wattruler@gmail.com
1
Zagurski, Hayley
From:Ryan Jurgensmeier <ryanfx777@yahoo.com>
Sent:Tuesday, January 28, 2020 12:23 PM
To:Zagurski, Hayley
Subject:Re: DCA19-0009 Gas Well Reverse Setback
This message has originated from an External Source. Please be cautious regarding links and attachments.
Good Afternoon Hayley,
I wanted to reach out a express my concern and disapproval of the proposal associated with the gas
well reverse setback. According to the information that was distributed to many of my neighbors, this
will impact not only their houses that are in this 500 foot radius, but also those of us who are in the
same neighborhood beyond that reach. Basically it is stealing the land value that has already been
paid for and not providing even a cent back to those individuals when their land is made useless in
the event of a disaster. All the while, the gas from these wells will continue to produce profits, none of
which are given to the residents within this new setback.
I understand the concern for safety and this proposal should apply to new construction, not
existing. If this is passed, 500 feet today is 1000 feet tomorrow and 1500 feet next week. Where will
it stop? Denton is growing and it is a popular place for new families and out-of-state'rs to move,
however, if the City decides to punish its existing residents, people will move and Denton will lose its
tax base. Has the City considered that fiscal impact?
I am writing to support my fellow neighbors in saying that this proposal is unfair and unjust in its
current form (per the info mailed out). I would be more accepting of this notion is there was a
grandfather clause for existing structures.
Thank you for hearing and forwarding my concerns. I appreciate your time and consideration.
Respectfully,
Ryan Jurgensmeier
Lexington Park Resident
619-277-3314
ryanfx777@yahoo.com
1
Zagurski, Hayley
From:Heather Kay <legatoh@hotmail.com>
Sent:Saturday, January 25, 2020 9:11 PM
To:Zagurski, Hayley; Watts, Chris; Hudspeth, Gerard; Briggs, Keely G; Davis, Jesse; Ryan, John; Armintor,
Deb; Paul Meltzer
Cc:Josh Kay
Subject:Project Number: DCA19-0009 (Gas Well Reverse Setbacks)
This message has originated from an External Source. Please be cautious regarding links and attachments.
Earlier this week we received a post card regarding the public hearing scheduled for January 28, 2020 for
project number DCA19‐0009 (Gas Well Reverse Setbacks). We are unable to attend the January 28, 2020
hearing. Accordingly, we are writing to inform you that we are opposed to the inclusion of existing structures
within the proposed gas well reverse setback ordinance (the "Proposed Ordinance"). As you are aware
inclusion of existing structures in the Proposed Ordinance makes such existing structures a "non‐conforming
structures" under applicable zoning laws. Turning our home into a "non‐conforming structure" will have a
detrimental financial impact on us for the reasons stated below.
1. Due to the short notice of the hearing we have not had a chance to review our existing mortgage
documents in detail. However, it is likely that a change in the characterization of our home to a "non‐
conforming structure" will be a material adverse change that we will have to notify our lender of
because such change in characterization impacts our lender's ability to fully realize upon its collateral if
the case arises. In the event the lender elects to call an event of default under our loan documents
due our home becoming a "non‐conforming structure" and accelerates the debt, we will not be able to
pay our debt in full at this time.
2. In the event our home is destroyed or damaged, we will not be able to rebuild our home under
applicable zoning ordinances. Accordingly, the insurance money we would receive would have to be
used to payoff our mortgage loan. In that scenario we would be stuck with a lot that we would be able
to do nothing with and little to no funds to start over elsewhere.
3. Most residential lenders do not provide purchase money loans for "non‐conforming
structures." Accordingly, in the event we elect to sell our house and move, the pool of buyers won't be
as large as if we were selling a "conforming structures," and we may have to take a loss on the sale of
our home.
In addition to the financial reasons set forth above, changing the character of our home to a "non‐conforming use" will
not allow us to fully enjoy our home. We have intentions of improving our backyard, but will likely not be able to get the
permits to do so if our property is characterized as a "non‐conforming use."
Due to the foregoing, we request that you exclude existing structures from the proposed ordinance and do not make
them a "non‐conforming use." The increased gas setbacks should only apply to new developments and not existing
developments.
Respectfully,
Heather and Josh Kay
2
1
Zagurski, Hayley
From:Heather Kay <legatoh@hotmail.com>
Sent:Tuesday, January 28, 2020 8:23 PM
To:Zagurski, Hayley; Watts, Chris; Hudspeth, Gerard; Briggs, Keely G; Davis, Jesse; Ryan, John; Armintor,
Deb; Paul Meltzer
Cc:Josh Kay
Subject:Re: Project Number: DCA19-0009 (Gas Well Reverse Setbacks)
This message has originated from an External Source. Please be cautious regarding links and attachments.
Councilwoman Briggs and Councilwoman Armintor were gracious enough to respond and provide me with the proposed
changes to the Denton Development Code found at https://denton‐
tx.legistar.com/LegislationDetail.aspx?ID=4316167&GUID=C32E5AC5‐D65F‐4CC0‐8908‐02CA7276EA8C. Out of the four
options I prefer that you choose option four with the following revisions:
1. The first paragraph of Section 1.5.2.J. should mirror the language in Section 1.5.2.I. As drafted the terms of Section
1.5.2.J may be negated by provisions of the fire code and applicable zoning ordinances if such code and ordinances do
not allow the existing structures within the reverse setback at the time of a rebuild or improvement of the existing
structure.
2. For safety reasons platted land that has not been improved with vertical construction should have to be re‐platted to
comply with the increased reverse setback requirements. I will never understand why the setbacks were limited to 250
feet to begin with.
Heather Kay
(940) 231‐7514
From: Heather Kay
Sent: Saturday, January 25, 2020 9:10:50 PM
To: hayley.zagurski@cityofdenton.com <hayley.zagurski@cityofdenton.com>; Chris.Watts@cityofdenton.com
<Chris.Watts@cityofdenton.com>; Hudspeth, Gerard <Gerard.Hudspeth@cityofdenton.com>; Briggs, Keely G
<Keely.Briggs@cityofdenton.com>; Jesse.Davis@cityofdenton.com <Jesse.Davis@cityofdenton.com>; Ryan, John
<John.Ryan@cityofdenton.com>; Deb Armintor <Deb.Armintor@cityofdenton.com>; Paul.Meltzer@cityofdenton.com
<Paul.Meltzer@cityofdenton.com>
Cc: Josh Kay <jkunt@hotmail.com>
Subject: Project Number: DCA19‐0009 (Gas Well Reverse Setbacks)
Earlier this week we received a post card regarding the public hearing scheduled for January 28, 2020 for
project number DCA19‐0009 (Gas Well Reverse Setbacks). We are unable to attend the January 28, 2020
hearing. Accordingly, we are writing to inform you that we are opposed to the inclusion of existing structures
within the proposed gas well reverse setback ordinance (the "Proposed Ordinance"). As you are aware
inclusion of existing structures in the Proposed Ordinance makes such existing structures a "non‐conforming
structures" under applicable zoning laws. Turning our home into a "non‐conforming structure" will have a
detrimental financial impact on us for the reasons stated below.
1. Due to the short notice of the hearing we have not had a chance to review our existing mortgage
documents in detail. However, it is likely that a change in the characterization of our home to a "non‐
conforming structure" will be a material adverse change that we will have to notify our lender of
2
because such change in characterization impacts our lender's ability to fully realize upon its collateral if
the case arises. In the event the lender elects to call an event of default under our loan documents
due our home becoming a "non‐conforming structure" and accelerates the debt, we will not be able to
pay our debt in full at this time.
2. In the event our home is destroyed or damaged, we will not be able to rebuild our home under
applicable zoning ordinances. Accordingly, the insurance money we would receive would have to be
used to payoff our mortgage loan. In that scenario we would be stuck with a lot that we would be able
to do nothing with and little to no funds to start over elsewhere.
3. Most residential lenders do not provide purchase money loans for "non‐conforming
structures." Accordingly, in the event we elect to sell our house and move, the pool of buyers won't be
as large as if we were selling a "conforming structures," and we may have to take a loss on the sale of
our home.
In addition to the financial reasons set forth above, changing the character of our home to a "non‐conforming use" will
not allow us to fully enjoy our home. We have intentions of improving our backyard, but will likely not be able to get the
permits to do so if our property is characterized as a "non‐conforming use."
Due to the foregoing, we request that you exclude existing structures from the proposed ordinance and do not make
them a "non‐conforming use." The increased gas setbacks should only apply to new developments and not existing
developments.
Respectfully,
Heather and Josh Kay
1
Zagurski, Hayley
From:EXT-Kenslow, Michael <michael.kenslow@boeing.com>
Sent:Monday, January 27, 2020 10:27 AM
To:Zagurski, Hayley
Cc: (tracythuy2001@yahoo.com)
Subject:FW: FYI
Attachments:KM150059.doc
This message has originated from an External Source. Please be cautious regarding links and attachments.
I work out of town. there is a gas well within 600 ft. of my home. I will not be able to attend the meeting. However, I
have just finished designing the fuel system in the largest airplane in history (Stratolaunch.com). During the testing of
the fuel system the risks of deflagration explosions required a 200 ft. exclusion zone (radius) to protest test personnel
(Not me I was the guy who was there turning the valves and taking the risks). While the well is beyond this zone size, the
gas is much more combustible than jet A fuel and will have a potential to spread beyond the 200 ft. zone I established
for the fuel system test. While I believe the recovered gas has the potential for a detonation explosion. This would
destroy several of our homes. I believe you need to consider both types of explosions in your evaluation of the well
sights and the allowable size of storage on the location.
This well comes with additional risks; an significant leaks can send clouds of gas to our neighborhood before the
explosion occurs. There is also a highly combustible trees and trash in the area. It would require very quick response
from the fire department to arrive before ground fire would be approaching my neighbors homes. Now, there is a
church that is supposed to be built between my home and the well. That may protect my home. It won’t be good for the
church.
While I’m a not a supporter of your 2030 plan, I do request the risk of fire and explosions be considered when approving
future well development. A detonation exclusion zone should be considered as part of your evaluation.
You need to remember, it’s not the gas producer who will be doing the dying. The neighbors do.
Good thing you are not asking me about bike trails, trains, and intersections. I have very strong opinions on these.
Michael Kenslow
Michael.Kenslow@Boeing.com
From: Thuy Phan [mailto:tracythuy2001@yahoo.com]
Sent: Monday, January 27, 2020 9:57 AM
To: EXT‐Kenslow, Michael <michael.kenslow@boeing.com>
Subject: FYI
Mike, is this what you are concerned about. If so, you can write your concern and send to her email below of this page
2
Michael Leland Kenslow Secret Security Clearance 3/19 2716 Stephen Drive
Denton, TX 76207 Home Phone: 940-891-4826 Email mlk32170@yahoo.com BSME University Mo, 1980
Please make contact by email
Expertise: Hydraulic System Architect System Design Component design and spec, System Installation; Secondary Power Systems Design, System Architect, Specification, and Installation Design; Fuel System Design, System Architect, Component Spec, and
Installation; ECS System Architect Equipment Specification and installation; Unusual problem solving. Capabilities: ECS Design; Landing Gear Design Equipment Spec and Installation Design; Structural
Design; Flight control actuation; Stress Analysis; Machinery Design; Electrical system design, Specification and installation; ; CATIA V3, V4, Limited V5 and V6; HYTRAN; FEA; Microwave Tower Design; Crane Design (Including, laced structure); Plunger Pump mechanical design; Pneumatic Logic; Pneumatic systems; Truck Trailer and body design; Jet engine integration; inlet sizing and analysis. High speed drive shaft analysis
and design. (Propulsion). Composite Structures.
Boeing OKC
October 2018 – Present
B-52 re-engine. Systems Engineering; MIL-STD-704F vs 704E study. Edits of Engine specification for generator, hydraulic pump, and bleed air items. Model Based Engineering, aerodynamic trade studies, air data system trade studies.
BAE Systems
Mojave Ca
June 2014 – December 2017
Carrier Airplane Fuel System Architect, Analysis (IPT Lead). – Fuel System
Design and Build for the Stratolaunch program. Fuel system conceptual design,
definition, analysis, and installation. Stress Analysis, Thermal Analysis, Flammability Assessment (25.981), System Installation, NACA submerged inlet scoop design, Directed assembly (building components and installing the fuel system) process, Fuel system testing, Test plans and Instrumentation, Inherited
hydraulic analysis and ECS analysis, Personnel selection and Team leadership
(Reported to: Dan Ferguson) http://stratolaunch.com/
Bell Helicopter Horizon Subsystem Structural Support.
Bell Helicopter Ft Worth
Jan 2013 – July 2013
Design and analysis of subsystem equipment structural supports. Flight control actuator testing, Brake Control Valve problem solving. CATIA V4, CATIA V5, CATIA V6 and ENOVIA V6 Training.
Dassault SMS Program Hydraulic System Architect.
Eaton Aerospace
Sept 2011 – Dec 2012
Hydraulic system analysis, Architectural definition, electric motor driven pump
and associated subsystem. Evaluation and analysis. Included ENOVIA and
DOORS activities.
Fuel & Hydraulic Systems analysis and Certification Planning.
Boeing Wichita Ks
Nov 2010 – May 2011
Proposal development, system analysis, and Certification Planning for the 767 Tanker program. Short term contract originally planned to end in Dec 2010 is being extended one month at a time waiting for program contract award. –
ENOVIA CATIA V5 introduction.
CH-53K Systems Engineering
Eaton Aerospace
June 2007 – Jan 2010
Hydraulic system analysis, Architectural definition and evaluation.
Requirement allocation and verification planning.
Heat exchanger detailed fan design and integration
Authored System Engineering Management Plan, Requirement and Verification Management Plan Special trade studies.
JSF Verification Integration Staff
Lockheed Martin
July 1985-Aug 2006 JSF Verification Integration Staff. Develop and define JCS verification process. Manage Air System verification activities. Titles:
JSF CDA Secondary Power IPT Lead. Planning subsystems installation task for the JSF program. Assumed responsibility for definition of subsystems, installation requirements, schedules, and personal supervision. Includes Inlet design ECS scoop design ECS analysis
F22 Secondary Power Design and Integration. Includes Inlet design ECS scoop design; Includes Drive line (gear box and drive shaft) design. Analysis for all subsystems. Include Auxiliary Power Unit.
Secondary Power IPT lead X-35 program Palmdale Ca. This was a 1yr 9-month assignment at the Lockheed Martin Skunk Works. Include Auxiliary Power Unit.
APU performance analysis surge maps exhaust performance, system startup analysis, etc. Design Lead for hot air section of ECS system.
Branch Representative in Weapons Systems Design Core. Redefine engineering processes & improves the process efficiencies. Systems Installation personnel
assignments.
Subsystems Engineering Lead - design and installation on FS-X program. Long term assign in Nagoya Japan. Auxiliary power, environmental controls, hydraulics, fuel system, electrical harness design, and weapon systems design and
installation.
VISTA F-16 subsystem Lead. System Design and installation of Hydraulic, Secondary Power, Electrical, and Fuel System. Engine installation and integration.
Appointed IRAD coordinator for Mechanical and Hydraulic power systems. Development Lead Engineer for research in variable pressure pump and hydraulic system.
Hydraulic flight control system design, development and research.
Fight control actuator modification.
Electrical flight control research and development.
Defined EHA test actuator for F-16 flight test.
Design hydraulic flight control actuator tailored for digital flight control systems.
KU digital flight control design and analysis study.
Designed and supervised the construction of the Advanced Hydraulic Test Stand
(8000 psi).
Established the groundwork for the CATIA tube design methods. The CATIA tube design system is a computer aided design and computer aided manufacturing systems interface. This
Technical advisor for mechanical and hydraulic power systems on the national aerospace plane project.
Product Engineer
ARMCO Inc
1981-1985
ARMCO INC.
Design of plunger pumps (to 10,000 psi). Design of crankshafts and slider crank mechanisms. Design of lubrication systems. Participated in the design of a new
lightweight 500-hp pump. Finite Element analysis of the welded frame. Designed
the new trapped valve fluid - end cylinder.
Developed new stress calculations at intersecting bores. This required substantial testing and finite element analysis.
Design and development of new flat plate lacing for, sheave extension (boom) for all off shore crane models. This project required substantial stress and displacement analysis. The sheave extension design had been optimize to gain maximum load capacity and fatigue life. The lacing pattern was custom sized and
oriented for its specific location. The sheave extension was also designed around automatic manufacturing equipment. The cost of the weldment was cut too less than half of the original equipment.
Design of crane booms and machinery compartment. Finite element analysis of the structure to optimize design to minimize weight. Design of new crane cab using human engineering concepts to optimize operator efficiency.
Redesigned and simplification of pneumatic control system using pneumatic logic
modules. Designed electrical controls and systems for cranes. Developed several, computer programs for analysis of cranes structural integrity and performance. Design of special crane boom, gantry, and sheave extension for arctic weather (-50?. C.).
Developed pneumatic system for arctic weather. Conducted strain gauge test on major crane structural components.
FEA analysis of Crane boom. Developed the software to analyze each crane boom
produced. The software was written in GW Basic.
Develop sequence of failure analysis software for entire crane. Written in GW Basic. The software would determine which part of the crane would fail first
based on different configurations, wind loads, and boom positions.
Developed a new line of pump fluid end components (valves, seats, etc.) completely designed and developed with solid modeling and finite element
analysis of fluid flows and component structure.
Redesigned the brake bands to new design requirements.
Design of closed loop and open loop hydraulic power systems. Design of hydraulic control system.
Design of fire fighting systems.
Stainless Steel Division (ARMCO Inc)
Titles:
Plant Engineer
Design Engineer
Project Engineer
Manufacturing engineering and equipment design changes and Improvements.
Participated in selection and sizing of new pyramid rolls.
Design of the foundation for the rolls.
Design of electric motor and gear drive system for pyramid rolls.
Participated in the design and layout of the new plant to be, built in Florida.
Design new shafts and tooling for "Batch Welder".
Design new hydraulic timing circuit for- Cut Off saw, and supervised installation.
Designed and supervised repairs and changes in the circuits for steam generator and over- head cranes.
Worked on the development of fiber optic weld monitoring system. The plant was on strike for six months. During the strike I performed every plant operation required to produce the stainless steel pipe products. ASME Welder Certification
Product Engineer
Grasis Corp
1979-1980 Duration - Sept 1979 through Dec 1980 Plastics Division / Tower Division Kansas City Mo.
Design and development of Fiberglass structural equipment shelters. Design and development of Microwave Towers. Design and development of concrete underground equipment shelters. Design and development of shale oil preheat conveyor system. Structural Design, Stress analysis.
Product Engineer
Hesse Corp
1977-1979 Duration - Sept 1977 through Aug 1979
Design of Truck bodies and trailers; Beverage Body industry. Developed 100% aluminum trailer for the beverage body industry (the first successful trailer in the industry) Design written up in Design News Magazine. Structural Design; Stress analysis.
Education: University of Missouri BSME, Mechanical Engr 1980 3.5 GPA Personal: Flight Instructor, Flight Instructor, Instrument Intra-day trader (future contracts
and stock market). Scuba diver. Bicycles. Model airplanes. Ham Amateur Extra
1
Zagurski, Hayley
From:Briggs, Keely G
Sent:Tuesday, January 28, 2020 12:31 PM
To:Jacee Kiefer; Zagurski, Hayley
Subject:Re: Question Regarding Tonight's Agenda
It is likely that if the planning dept or presenter wasn’t included in email, they just come to council not put in back up if
so.
I will forward it to her.
Keely G. Briggs
Denton City Council Member ‐ District 2
“My optimism wears heavy boots and is loud” ‐ H. Rollins
On Jan 28, 2020, at 12:14 PM, Jacee Kiefer <jaceekiefer@outlook.com> wrote:
This message has originated from an External Source. Please be cautious regarding links and attachments.
Good Afternoon, fellow Council Members.
I just printed off the agenda for this evenings Public Hearing and noticed my email response
from our family was not included. Is there a reason why it wasn't included?
Sincerely,
Jacee Kiefer
(940) 391.9111
jaceekiefer@outlook.com
From: Jacee Kiefer <jaceekiefer@outlook.com>
Sent: Monday, January 27, 2020 3:53 PM
To: Chris.Watts@cityofdenton.com <Chris.Watts@cityofdenton.com>;
Gerard.Hudspeth@cityofdenton.com <Gerard.Hudspeth@cityofdenton.com>;
Keely.Briggs@cityofdenton.com <Keely.Briggs@cityofdenton.com>; Jesse.Davis@cityofdenton.com
<Jesse.Davis@cityofdenton.com>; John.Ryan@cityofdenton.com <John.Ryan@cityofdenton.com>;
Deb.Armintor@cityofdenton.com <Deb.Armintor@cityofdenton.com>; Paul.Meltzer@cityofdenton.com
<Paul.Meltzer@cityofdenton.com>
Subject: Gas Well Setbacks
Dear City Council Members,
2
I am sending this email to you because of the postcard our family received in the mail in regards to the
notice of a public hearing to consider increasing gas well setbacks ‐ to 500' of an existing gas well drilling
and production site.
We understand this to mean that any person or developer building a structure and/or future development
that would be occupied by any person, e.g. house, school, church, office building, or similar type
structures, cannot be built any closer to a gas well than 500'. I have had a discussion with a City Council
member in reference to eliminating the rebuilding restrictions in the event of a fire, tornado, etc.; but we
have not formally seen mention of this language that allows an owner to be able to add on to an existing
structure or re‐building of a structure if the property falls within the reverse setback distance you are
proposing.
To increase the setbacks to 500' is very significant in itself and will greatly impact the value of our land to
the essence of several hundred of thousands of dollars and is condemning a lot of acres of private
property. Have you thought about how that affects us as property owners and the property WE OWN? As
property owners, we have property rights. This setback will critically devalue our land at no fault of our
own but to that of The City of Denton. Should this setback happen, our family will be seeking legal counsel
and proceeding with lawsuits to retain our rights, privileges and compensation as property owners.
I have read that a lot of emphases is being placed on a study sanctioned by the city of Fort Worth in
2010, http://fortworthtexas.gov/gaswells/, that sampled the air quality in and around wells, tank
batteries, etc. for a period of 2 months to arrive at “safe distances” between gas wells and humans. I have
read what is available in the study and I have not seen where the ambient air quality in the area outside
of gas well related occurrence, has been tested to actually determine the impact to air quality of an actual
gas well. In fact, they tested at garbage dumps, fire stations, compressor stations, active drilling and
fracturing sites, in commercial areas containing a significant number of huge oil storage and shipping tanks
and a lot of commercial truck activity. All of the noxious fumes affecting air quality from outside or
uncommon sources were considered to be the result of the gas wells when establishing safe distances
from the wells to human occupied dwellings.
Until we have information that truly addresses any actual threats, gas wells almost a football field away is
more than sufficient. Our family respectfully asks that you leave all setbacks at 250' and allow our family
to use our private property how we wish and any future developments we should choose. Thank you for
your understanding.
Sincerely,
On behalf of the Jones Family Estate:
Jeanne Jones
Judy Jones
Cory & Jacee Kiefer
Jim & Jana Amyx
Chris & Judy Cooper
Phillip & Crystal Clark
Dr. Jim & Dori Amyx
Brandon & Jena Ross
Christa Cooper
Jason & Julie Cobb
3
1
Zagurski, Hayley
From:Kristi Lawler <klawler86@gmail.com>
Sent:Wednesday, January 22, 2020 11:12 AM
To:Zagurski, Hayley
Subject:Project number: DCA19-0009 Gas Well Reverse Setbacks
This message has originated from an External Source. Please be cautious regarding links and attachments.
Hello. I live in Ryan Meadows neighborhood and a bunch of us received a notice yesterday that our homes could
potentially be deemed "non‐conforming" if this measure passes. While I understand the issue, and support further
developments in Denton being at least 500 feet from a gas well, as you can imagine this is causing us great
concern. Who can tell us what this means for our homes if this passes? Would we lose our homeowners insurance and
thus be sitting with homes and mortgages worth nothing? Can we be grandfathered in somehow to keep this
from happening? I would like to know what this means for us and what we can do. What are the options being
considered? I know there is a hearing on January 28th; we will plan to attend but I wanted to do my homework
beforehand. This could be absolutely devastating for us and other families here that have our hard earned money in our
homes here.
Thank you for your assistance.
Kristi Lawler
1
Zagurski, Hayley
From:Erica Littlehales <ericalittlehales77@gmail.com>
Sent:Friday, January 17, 2020 2:15 PM
To:Zagurski, Hayley
Subject:proposed reverse setback change
This message has originated from an External Source. Please be cautious regarding links and attachments.
Hello Ms. Zagurski,
Could you direct me where I can find a map that details specifically which properties may be affected by the proposed
new gas well setback ordinance (should it be passed) in The Meadows at Hickory Creek subdivision? Some of our
neighbors have received the notice that their property would be affected by such a change, although we have not. I
would like to the opportunity to look more closely at where those boundaries would be determined to exist. To the best
of my knowledge, we received no notification in the mail that such a public hearing was going to take place, and learned
only of the possibility through social media posts. Do you have a list of the specific addresses in our neighborhood that
should have received a notice?
Your help is sincerely appreciated.
Kindest Regards,
Erica Littlehales
1
Zagurski, Hayley
From:pat long <patlovesmarcy1994@yahoo.com>
Sent:Tuesday, January 28, 2020 1:16 PM
To:Zagurski, Hayley
Subject:DCA19-0009 Gas Well Reverse Setbacks
This message has originated from an External Source. Please be cautious regarding links and attachments.
Hello.
I am a property owner in South Denton near Guyer High School. My neighborhood is impacted by the
proposed change to the gas well setbacks. I am against this change. In just a small part of our neighborhood
(Wheeler Ridge) this would make seven or eight houses "non-conforming" which has such a negative impact
on the home owner. First, is restricts adding on to the home or modifications to the property that would fall
within the new setback. That significantly limits the property owners rights. More than that though it makes
the property almost unsaleable. Yes, you can get financing from some lenders to buy a house that is "non-
conforming" but most people will stay away from purchasing a house like this. This change impacts the
biggest purchase and investment that most people make in their lives. If the City of Denton is going to
approve this change you should, as a city purchase the properties from the homeowners at market value.
All that aside, how much more do we have to give to oil and gas in our community. We pay a decent amount
in property taxes to live in Denton and this just flies in the face of what Denton should be about which is
families. We don't have all of these elementary schools to support the oil and gas industry.
Thanks for hearing me out,
Pat Long
1
Zagurski, Hayley
From:pm.lucas@verizon.net
Sent:Friday, January 17, 2020 5:58 PM
To:Zagurski, Hayley
Cc:Ryan, John
Subject:Project: DCA19-0009 - Response
Attachments:DCA19-0009 Response.pdf
This message has originated from an External Source. Please be cautious regarding links and attachments.
Ms. Zagurski,
Please see my attached response to Project DCA19‐0009
Sincerely,
Paul Lucas
1
Zagurski, Hayley
From:Linda Lyon <linda_lyon@verizon.net>
Sent:Wednesday, January 22, 2020 10:33 PM
To:Zagurski, Hayley
Subject:Reverse gas setback 500 feet
This message has originated from an External Source. Please be cautious regarding links and attachments.
We live at 2804 Stephen Drive, 76207. We are upset, worried and angry to hear that our home could be classified as a
non‐conforming structure. That is catastrophic news for us. We are 66, very close to retiring. It’s clear the value of our
home would plummet, who would buy it, who would insure it? This would adversely affect our lives and our plans and
our future.
When the well was put in, we complained, everyone on our street did, to no avail. There it is. We were here first. This is
no way to treat citizens who have worked to build homes for years in this community. We will be at the meeting to
speak against this change, it should not affect properties that people have been living on and paid taxes, even before the
well, and who want to continue to do so. Thank you for your time.
Bradley & Linda Lyon
Sent from my iPhone
Linda Lyon
1
Zagurski, Hayley
From:Christopher Martin <martin_cksolutions@yahoo.com>
Sent:Friday, January 24, 2020 1:03 PM
To:Zagurski, Hayley
Subject:Project number DCA19-0009
This message has originated from an External Source. Please be cautious regarding links and attachments.
To whom it may concern,
I can already not build a permanent structure in 60 feet of my backyard because the pre‐existing 250 foot perimeter
enters my yard. Now you want to extend it another 250 feet which will make the perimeter pass through the center of
my house. This makes my entire backyard 100% useless. I bought a half acre so that I could eventually Put in a pool and
an outdoor kitchen space. I am 100% against this new proposed change of 500 feet setbacks. I will fight this. Three of my
neighbors will lose most of their entire backyard as well. That makes my property pretty much useless if I ever try to sell
it. I can’t even believe you would consider doing this to loyal tax paying citizens of Denton. This is a ridiculous idea.
Chris Martin
4324 a Poppy Valley Ln
Denton, TX 76210
682‐220‐6696
Sent from Yahoo Mail for iPhone
1
Zagurski, Hayley
From:E. M. <yellowsunflowers2020@yahoo.com>
Sent:Wednesday, January 22, 2020 9:54 PM
To:Zagurski, Hayley
Subject:Project number: DCA19-0009 Gas Well Reverse Setbacks
This message has originated from an External Source. Please be cautious regarding links and attachments.
To: Whom it may concern,
I'm responding to the notice I received in the mail regarding the Gas Well Reserve Set Back. I'm
against the gas well setback regarding my property in Lexington Park in Denton. I do not want my
property to become a non-conforming structure. I would have never purchased this property if I knew
it would become a non-conforming structure. I don't agree with my property having restrictions if it
becomes destroyed in the future. I don't need this kind of worry about my property in the future
wondering what might happen because of the restrictions it has due to a non-conforming structure. I
feel my property will be hard to sell and less appealing to buyers and in the future if this change takes
place.
Please let me know if I have any options on how to stop my property from becoming a non-
conforming structure? This situation is new to me and I have never owned a property with these kind
of changes in the past. Also, please let me know if this meeting is considering the gas well reserve
set back or is this going to happen in the future. Or do I need to be present on January 28th at
6:30pm to vote against the change.
Thanks in advance,
Elena Martinez
1
Zagurski, Hayley
From:Clint McCoy <csmccoy90@gmail.com>
Sent:Monday, January 13, 2020 8:28 PM
To:Zagurski, Hayley
Subject:Gas well setback
Regarding the notice I received stating that my home would be a non-conforming structure, I don't
agree with this. You're willing to make dozens of homes non-conforming when the problem is a gas
well? Why not make the gas well non-conforming? Either do this, leave the ordinance as is, or
grandfather in all of the homes prior to change. You're penalizing homeowners. This will also affect
the resale value of our property. Please share my thoughts on this matter.
Clint McCoy
4109 Aqueduct Drive (Lexington Park)
Denton 76210
1
Zagurski, Hayley
From:Miller, David A <david.a.miller@lmco.com>
Sent:Tuesday, January 14, 2020 3:22 PM
To:Hudspeth, Gerard; Briggs, Keely G; Ryan, John; Armintor, Deb; Paul Meltzer; Davis, Jesse
Cc:Watts, Chris; Zagurski, Hayley; greenhead1218@gmail.com
Subject:FW: Project Number DCA19-0009 (Gas Well Reverse Setback)
Attachments:2013 Gas wells.jpg; Gas wells 2018.jpg; gas well 500ft 2018.jpg
City Council Members,
I am forwarding this to you for your visibility. I have spoken to Ms. Zagurski after sending this to her as
well and her response was well received. I would like the Council members to have visibility to this as
well. I understand the need to create new restrictions for safety concerns near and around gas well
sites. What I think may be lost in this conversation is the previous history of the 3 gas wells around the
Meadows at Hickory Creek and the lack of any response or actions from Denton City Council and other
departments during the conversion activity of these wells 3‐4 years ago. The citizens in our area were
left in the dark until now when action is currently being discussed with this proposed amendment. In
simple terms, these are our homes and if the proposed amendment gets passed. I do not feel as if I have
a home for multiple reasons. This amendment would significantly impact my home value, limiting my
potential to sell (assuming I would have to disclose to potential buyers) and if for some reason our home
is destroyed (fire, Tornado etc.) I cannot rebuild. If the property is limited to no rebuilding of the
structure, I would assume property taxes would either be eliminated or significantly reduced. I just don’t
see how this impact can be passed on to the existing home owners in the area by expanding from 250 to
500ft.
1. The first graphic attached is from 2013, just before the gas well work was being done to
convert from vertical to horizontal. Notice, no homes in phase 3 of Meadows at Hickory
Creek.
2. The second graphic attached from 2018, after gas well conversion was completed and
phase 3 construction of Meadows at Hickory Creek homes were built. Very close and
right next to the gas well site.
3. The third graphic attached shows the proposed new 500ft setback amendment and the
homes that will be deemed as non‐conforming structures.
I leave you with this question. Even with the 250 ft restriction, how were zoning and the
construction of these homes allowed? Now you want to expand to 500ft expansion and
deem our homes “non‐conforming”?
“There’s likely a place in paradise for people who tried hard, but what really matters is succeeding. If that
requires you to change, that’s your mission.”
― General Stanley McChrystal
Dave Miller
Cell: 940-600-3240
2
Email: greenhead1218@gmail.com
From: Zagurski, Hayley <Hayley.Zagurski@cityofdenton.com>
Sent: Tuesday, January 14, 2020 10:22 AM
To: Miller, David A (US) <david.a.miller@lmco.com>
Cc: Davis, Jesse <Jesse.Davis@cityofdenton.com>
Subject: EXTERNAL: RE: Project Number DCA19‐0009 (Gas Well Reverse Setback)
Good morning Mr. Miller,
I appreciate your email, and I will pass this along to the entire City Council for their consideration as part
of the upcoming public hearing.
I am currently in a meeting, and I believe I missed a call from you within the last hour. I am happy to give
you a call back if you have any additional questions after seeing this response.
A non‐conforming structure is a structure that does not meet the Denton Development Code’s current
zoning requirements. In this case, if the reverse setback requirement is increased from 250 feet to 500
feet then those protected use structures such as residences, churches, etc. that fall within that area of
increase could become non‐conforming. There are many structures across the City that are currently
non‐conforming to the 250 foot setback in place today. What this means is that those structures can
continue to be used in their current configuration, but they may not be able to expand or to be rebuilt if
they are destroyed.
All of that being said, the Council will be considering multiple options for how to handle the potential
new nonconformities that would be created by increasing the reverse setback to 500 feet. Those options
include the “grandfather” option you mention below as well as other options for ways those affected
structures could apply to the ZBA to expand or rebuild. This will be a large part of the discussion on
January 28th and is an item for which the Council is seeking input from those who are affected.
With regard to the townhomes you mention at the corner of Bonnie Brae and Vintage, those would be
affected if this change occurs as well. They may still be able to be built since the development began
before the change occurs and they currently comply with the 250 foot reverse setback requirement.
These pending projects and development will also be a part of the discussion at the public hearing.
Please let me know if you have other questions or if you would like me to give you a call to discuss this
further.
Thank you,
Hayley Zagurski | Senior Planner
Department of Development Services | Planning Division
Office: (940) 349‐7785 | Fax: (940) 349‐7707
215 W. Hickory Street, Denton, Texas 76201
www.cityofdenton.com
<image001.png>
From: Miller, David A <david.a.miller@lmco.com>
Sent: Tuesday, January 14, 2020 10:07 AM
To: Zagurski, Hayley <Hayley.Zagurski@cityofdenton.com>
3
Cc: Davis, Jesse <Jesse.Davis@cityofdenton.com>
Subject: Project Number DCA19‐0009 (Gas Well Reverse Setback)
I received the Notice of Public Hearing to consider increasing gas well setback regulations in my
area. My residence is located at 3309 Buckthorn Lane in the Meadows at Hickory Creek. I am confused
with the term “non‐conforming structure” for my home should the city council pass this amendment. If
the amendment is passed, what does the term “non‐conforming structure” mean being my residence
was built in 2009. There is an abundance of history with the gas wells located around our
neighborhood. As you may remember a few years ago, the site became active when they converted it
from a vertical well to a horizontal site connecting 3‐4 wells. During this time, phase three of the
Meadows at Hickory Creek sub‐division was not present. During the active site work, the City Council,
Denton County officials in the gas well department and even the Denton Police non‐emergency line
would not address, speak to, respond to emails etc. in reference to any violations in regards to noise or
lights complaints around the clock. On one instance, at 200am on a weeknight, there was an emergency
situation at the site confirmed by the owner of Eagle Ridge, Mark Grawe. When I called the Denton
Police non‐emergency line I was told since I said “gas well”, they could not respond or make a report of
my call. After weeks of requesting noise level testing and receiving no response from Denton County
officials, ironically the last week of the site operations, Eagle Ridge was actually packing up the site and
moving trucks out closing down the site, a Denton County official was seen standing just behind my
house conducting decibel noise level testing. When I spoke with him, he indicated he was told not to
conduct such testing until that day. Shortly after the site operations ceased, building permits were
issued for DR Horton to complete phase 3 of the Meadows at Hickory Creek. These home were built
around the site well , specifically 17 homes directly next to the well site.
I bring this up being I don’t understand and would like more clarification on specifically what
the term “non‐conforming structure” being tied to my home. If my property is destroyed it can’t be
rebuilt nor can it be expanded per the proposed amendment. We have also been notified of town
homes being constructed on the corner of South Bonnie Brae and Vintage. If this is the case, won’t these
structures be “non‐conforming” and how did it get zoned and building permits issued?
I would assume with the proposed amendment, if passed, my property value would decrease
significantly due to the statement on the notice that I cannot rebuild if destroyed or expand bringing to
light the question of property taxes and land value. This notice also raises my concerns that with the
current road expansion project of Vintage Road, it gives the appearance as if you are setting up the
scenario to significantly reduce the value of our homes in order to utilize imminent domain for the road
expansion project by way of using the gas well setback expansion amendment of 500ft. If the original
restriction was 250ft feet and gets approved to 500ft, this should be for future construction projects
such as the town homes being erected on the corner of South Bonnie Brae/Vintage and a clause that
gets grandfathered for previous existing homes without reducing the value or the statement of not
being able to rebuild in the event of the home being destroyed. I would like to discuss further with
someone prior to the Jan 28th meeting in order to get some clarification as this is coming on short notice
and if I may say, out of left field.
“There’s likely a place in paradise for people who tried hard, but what really matters is succeeding. If that
requires you to change, that’s your mission.”
― General Stanley McChrystal
Dave Miller
Staff Applications Engineer – Geospatial Visualization
Lockheed Martin Missiles and Fire Control
Phone: (972) 603-9357
Cell: (940) 600 3240
Email: david.a.miller@lmco.com
4
1
Zagurski, Hayley
From:Miller, David A <david.a.miller@lmco.com>
Sent:Tuesday, January 14, 2020 10:07 AM
To:Zagurski, Hayley
Cc:Davis, Jesse
Subject:Project Number DCA19-0009 (Gas Well Reverse Setback)
I received the Notice of Public Hearing to consider increasing gas well setback regulations in my area. My
residence is located at 3309 Buckthorn Lane in the Meadows at Hickory Creek. I am confused with the term “non‐
conforming structure” for my home should the city council pass this amendment. If the amendment is passed, what
does the term “non‐conforming structure” mean being my residence was built in 2009. There is an abundance of history
with the gas wells located around our neighborhood. As you may remember a few years ago, the site became active
when they converted it from a vertical well to a horizontal site connecting 3‐4 wells. During this time, phase three of the
Meadows at Hickory Creek sub‐division was not present. During the active site work, the City Council, Denton County
officials in the gas well department and even the Denton Police non‐emergency line would not address, speak to,
respond to emails etc. in reference to any violations in regards to noise or lights complaints around the clock. On one
instance, at 200am on a weeknight, there was an emergency situation at the site confirmed by the owner of Eagle Ridge,
Mark Grawe. When I called the Denton Police non‐emergency line I was told since I said “gas well”, they could not
respond or make a report of my call. After weeks of requesting noise level testing and receiving no response from
Denton County officials, ironically the last week of the site operations, Eagle Ridge was actually packing up the site and
moving trucks out closing down the site, a Denton County official was seen standing just behind my house conducting
decibel noise level testing. When I spoke with him, he indicated he was told not to conduct such testing until that day.
Shortly after the site operations ceased, building permits were issued for DR Horton to complete phase 3 of the
Meadows at Hickory Creek. These home were built around the site well , specifically 17 homes directly next to the well
site.
I bring this up being I don’t understand and would like more clarification on specifically what the term “non‐
conforming structure” being tied to my home. If my property is destroyed it can’t be rebuilt nor can it be expanded per
the proposed amendment. We have also been notified of town homes being constructed on the corner of South Bonnie
Brae and Vintage. If this is the case, won’t these structures be “non‐conforming” and how did it get zoned and building
permits issued?
I would assume with the proposed amendment, if passed, my property value would decrease significantly due to the
statement on the notice that I cannot rebuild if destroyed or expand bringing to light the question of property taxes and
land value. This notice also raises my concerns that with the current road expansion project of Vintage Road, it gives the
appearance as if you are setting up the scenario to significantly reduce the value of our homes in order to utilize
imminent domain for the road expansion project by way of using the gas well setback expansion amendment of 500ft. If
the original restriction was 250ft feet and gets approved to 500ft, this should be for future construction projects such as
the town homes being erected on the corner of South Bonnie Brae/Vintage and a clause that gets grandfathered for
previous existing homes without reducing the value or the statement of not being able to rebuild in the event of the
home being destroyed. I would like to discuss further with someone prior to the Jan 28th meeting in order to get some
clarification as this is coming on short notice and if I may say, out of left field.
“There’s likely a place in paradise for people who tried hard, but what really matters is succeeding. If that requires you to
change, that’s your mission.”
― General Stanley McChrystal
Dave Miller
Staff Applications Engineer – Geospatial Visualization
Lockheed Martin Missiles and Fire Control
2
Phone: (972) 603-9357
Cell: (940) 600 3240
Email: david.a.miller@lmco.com
1
Zagurski, Hayley
From:Joseph Mulroy <mulroyjsm@aol.com>
Sent:Wednesday, January 22, 2020 3:41 PM
To:Zagurski, Hayley
Subject:DCA19-0009 Gas Well Reverse Setbacks
This message has originated from an External Source. Please be cautious regarding links and attachments.
Hayley, regarding the subject setbacks I strongly suggest:
1. Examine the original ordinance of some 10 years ago to ascertain how the non-conforming issue was addressed, if
addressed.
2. Take into consideration how confusing the information is to any individual not familiar with zoning criteria.
3. Weigh that any perceived benefit to creating set-backs in excess of state law requirements may be offset by the
financial and real world issues
concerning insurability, mortgage lending, and exposure to claims of "taking."
4. Consider deleting the non-conforming designation to existing structures.
It appears that sometimes this type of issue is driven by the emotionalism of a few while overburdening the many. Please
allow ample time and meetings to fully process and digest all the ramifications of setbacks gone wild.
Thank you.
Joseph S. Mulroy, Yorlum Land Ltd.
704 Lafayette
Denton TX 76205
1
Zagurski, Hayley
From:Tom ONeill <toneill05@yahoo.com>
Sent:Wednesday, January 22, 2020 9:26 AM
To:Ryan, John; Zagurski, Hayley
Subject:Project Number DCA19-0009 9Gas well reserve setbacks
This message has originated from an External Source. Please be cautious regarding links and attachments.
As property owners at 1904 Hollister Lane Denton Texas we have just received a postcard telling us
of a meeting about an issue which will affect our property immensely. Why were we only given 7 days
notice? My wife and I have planned a vacation which will have to be shorter because of the lack of an
earlier notice. It appears that you all do not want anybody to show up.
How is it fair to change the rules for existing structures? The plat of this subdivision of new homes
could not have been approved more then 4-5 years ago and now you want to change it to the
DETRIMENT of existing homeowners. Are you going to pay us for the loss of market value, are you
going to tell the county appraisal office to reduce our tax base? Who will buy a non-conforming
property at the prior fair market value, and worse yet why would I or any sensible homeowner keep
up a property that I cannot rebuild on. It is not just my house that will be affected but when my
property value goes down so will unaffected properties in my neighborhood.
We purchased this home to retire in and now a possible one time accident will not allow us to do that
because of our not being able to rebuild.
We am very much against this proposal as it affects existing properties.
Thomas and Teresa O'Neill
1904 Hollister Lane
1
Zagurski, Hayley
From:Ruth Pagel <ruthpagel86@gmail.com>
Sent:Saturday, January 25, 2020 6:16 PM
To:Zagurski, Hayley
Subject:Gas well Issue
This message has originated from an External Source. Please be cautious regarding links and attachments.
Thank you for your time in receiving my email. I currently own a property located at 4520 Hidden Meadows Trail Argyle
Texas 76226 . I am reaching out to oppose the upcoming zone for 500ft for old gas wells in Denton .And details about
the non conformed issue. If I could obtain more info about the details please let me know.
Again thank you for your time and consideration of my concerns.
Ruth Pagel (940 )735‐6435
1
Zagurski, Hayley
From:Andrea Paul <aapfriends@hotmail.com>
Sent:Tuesday, January 28, 2020 1:11 PM
To:Zagurski, Hayley
Subject:Proposed 500ft residential well distance
This message has originated from an External Source. Please be cautious regarding links and attachments.
Please grandfather in existing resident allow permits for improvements to be waived.
I hope y’all get thousands of attendees and emails.
Thank you
Andrea Paul
8509 Mild Creek
I’m 3 streets from Winding Street my McNair.
Sent from my iPhone
1
Zagurski, Hayley
From:Brent Phillips <brent@ariseintl.com>
Sent:Sunday, January 26, 2020 12:46 PM
To:Zagurski, Hayley
Subject:Input for Gas Well mgt DCA19-0009
This message has originated from an External Source. Please be cautious regarding links and attachments.
Hello Hayley,
Thank you for receiving input by email for the Jan 28 meeting on the gas well DCA19-0009 topic as I will
be unable to attend. Will you be able to read this input during the meeting?
As a homeowner that is affected (I live at 9004 Freeport Dr, Denton which is a block away from a well in
Robson Ranch) I am very concerned about how the proposed change affects existing homeowners.
I do respect the intent and desire to protect people and property from potential harm due to gas
wells. However, the clause to prohibit rebuilding of a non-conforming existing structure is financially
devastating for existing homeowners. This seems to me VERY unfair to all these homeowners like me
and my wife. The intent to protect will cause us significant harm instead.
The proposed non-rebuilding clause significantly reduces the value of our home even if our home or a
home near us is never destroyed. If one or more are destroyed, that would cause a blight in the
neighborhood and this must be disclosed to potential buyers.
When we need to sell and use the funds for elderly care or some other purpose, the resale price will be
significantly affected by this clause and that hurts unnecessarily even if no property is destroyed. We
judge it as onerous and unfair as it did not seem possible that we could have foreseen this city council
regulation change when we purchased our home in 2013.
I strongly urge the City Council to drop this non-rebuilding clause from the proposed amendment. If the
council members treat us as they would want to be treated if the roles were reversed, I am sure they will
be able to understand and support this perspective and request as it is not in the best interest of these
Denton homeowners and taxpayers.
Thank you for your consideration and focus on this.
Brent & Lidija Phillips
9004 Freeport Drive
Denton, TX 76207
817-680-0499
1
Zagurski, Hayley
From:George Pich <pichgg@gmail.com>
Sent:Tuesday, January 28, 2020 2:57 PM
To:Zagurski, Hayley
Subject:Re: ROHA meeting
My residence is at 1709 marble Cove Lane so I don't believe my home is notwithin the 500 feet setback your
notice talks about Therefore what I think probably doesn't go very far but for those people who live within that
distance it may be very important .. I realize that gas production may be very dangerous to those people
working around and living within a certain area So I guess my thinking is that it should be up to those folks in
the critical area which is deemed to be 500 feet I believe that since I live on a hill which is probably the high
point in the River Oaks subdivision I am more or less immune to the dangers I'm leaking poisonous gas which
may escape from the well However I do not know what is the danger of explosion is and whether those people
in within the 500 feet range may be exposed to that Danger I wish I could come to the meeting and see what is
said but frankly I am concerned about my driving in the evening and don't know that I would want to chance it
On Tue, Jan 28, 2020 at 2:45 PM Zagurski, Hayley <Hayley.Zagurski@cityofdenton.com> wrote:
Thank you for letting us know that you won’t be in attendance.
If you want to see where your property is located in relation to gas well sites, you can find a map online here:
https://www.cityofdenton.com/en‐us/government/departments/development‐services/gas‐well‐public‐hearing‐faqs
Thank you,
Hayley Zagurski | Senior Planner
Department of Development Services | Planning Division
Office: (940) 349‐7785 | Fax: (940) 349‐7707
215 W. Hickory Street, Denton, Texas 76201
www.cityofdenton.com
From: George Pich <pichgg@gmail.com>
Sent: Tuesday, January 28, 2020 2:44 PM
2
To: Zagurski, Hayley <Hayley.Zagurski@cityofdenton.com>
Subject: Re: ROHA meeting
I have health issues and probably will not attend...and can't type either so I do'nt know what that leaves u with do'nt
think I am within 500' of a gas well
On Tue, Jan 28, 2020 at 2:11 PM Zagurski, Hayley <Hayley.Zagurski@cityofdenton.com> wrote:
Good afternoon,
Are you referring to the gas well public hearing this evening? If you are unable or do not wish to attend you can
provide a written response which I will provide to the Council for their consideration.
Thank you,
Hayley Zagurski | Senior Planner
Department of Development Services | Planning Division
Office: (940) 349‐7785 | Fax: (940) 349‐7707
215 W. Hickory Street, Denton, Texas 76201
www.cityofdenton.com
From: George Pich <pichgg@gmail.com>
Sent: Tuesday, January 28, 2020 2:09 PM
To: Zagurski, Hayley <Hayley.Zagurski@cityofdenton.com>
Subject: ROHA meeting
This message has originated from an External Source. Please be cautious regarding links and attachments.
3
I just received the notice minutes and am not sure if I can be there Iwill try.
‐‐
George Pich
Ph. 940‐566‐2192
Cel 940‐391‐7246
‐‐
George Pich
Ph. 940‐566‐2192
Cel 940‐391‐7246
‐‐
George Pich
Ph. 940‐566‐2192
Cel 940‐391‐7246
1
Zagurski, Hayley
From:Theresa Portales <thjepo@yahoo.com>
Sent:Thursday, January 16, 2020 8:47 AM
To:Zagurski, Hayley
Cc:Watts, Chris; Ryan, John
Subject:Project Number: DCA19-0009 (Gas Well Reverse Setbacks)-Objection Letter
Attachments:Project Number DCA19-0009 (Gas Well Reverse Setbacks) OBJECTION Letter.pdf
Ms. Zagurski,
I have attached a letter strongly objecting to a change in the Development Code that will adversely affect my Property's
value.
Please review the letter and send me a written response at this e‐mail address to the questions posed in the letter.
Sincerely,
Theresa Portales
1
Zagurski, Hayley
From:Theresa Portales <thjepo@yahoo.com>
Sent:Wednesday, January 22, 2020 10:04 AM
To:Zagurski, Hayley
Cc:Watts, Chris; Ryan, John; Rick Portales
Subject:Re: Project Number: DCA19-0009 (Gas Well Reverse Setbacks)-O
Ms. Zagurski, Mayor Watts and Councilman Ryan,
Thank you for responding to my questions. I have a few comments/questions below in Blue:
1. Why is there a perceived need to change the Denton Development Code?
This discussion first arose last summer at a Council meeting in July 2019. The primary concerns brought up at that
meeting and subsequent meetings have been the nuisances generated by industrial activity such as gas well drilling in
close proximity to residences and other sensitive uses such as schools, churches, and parks. These include noise,
vibrations, and truck traffic as well as potential health concerns such as air emissions. The Council is considering if a 500
foot setback would be more protective than the existing 250 foot setback, and has directed staff to bring forward a code
amendment for their consideration.
While I agree that Gas Wells should never have been allowed to be drilled in close proximity to Schools, Hospitals,
Churches, residential areas or any other public gathering places, I do not agree that a retroactive change is in the best
interest of the homeowners, who in good faith, followed the rules and were permitted by the city to build their homes. Any
nuisances (security issues, pollution or high traffic volumes) should be addressed by the Gas Well Companies at the
urging of the City Counsel, County Commissioners, State Regulators and Federal Government.
2. What procedures were followed to allow permits for the drilling of gas wells near our neighborhood after the
neighborhood was established and homes built?
Based on the City’s records, it appears that the Lexington Park subdivision was first submitted to the city for platting in
2001, but platting and construction of the various phases occurred over several years following that, at least through
2006. Also in 2006, a gas well plat was submitted for the Acme well site to the west. In 2006 the City’s gas well ordinance
permitted the Acme well site to be platted so long as the wellheads were located at least 500 feet from any residential
structure or place of assembly or institution. At the time the wells were drilled there were no residential structures within
500 feet of the wellheads according to the records.
Lexington Park was platted in 2001, which means the city knew homes would be built in the locations that they now
stand. Why in 2006 was the Gas Well allowed to be drilled and homes continued to be issued permits to build?
My home, 1912 Belmont Park Drive, was built in 2004. My Husband and I purchased and moved into it in August 2005
which contradicts your statement above that no structures were built when the well was allowed to be drilled in 2006. Also,
your map on the Gas Well Inspection website is incorrect as to the location of my home. My home, 1912 Belmont Park
Drive, is not on the corner of the street, there is a house next door to ours, 1908 Belmont Park Drive. What other
information do you have that is incorrect?
3. What neighborhoods/homes in the City of Denton are going to be affected by this change?
Many neighborhood and homes are potentially affected by this change. The City has sent notices to over 1,800 physical
addresses and over 1,000 property owners that are within a 500 foot radius of a gas well site.
This could be in excess of $360,000,000.00 in property values you are affecting with this retroactive change.
4. How will this affect out property value/ability to sell our home?
2
This question would be best answered by either a realtor, lending company, real estate attorney, or similar entity and is
not something that City staff has the ability to quantify.
Maybe the Development Code Committee should research the affects on property values and ability to sell homes before
making any changes.
I will reach out to realtors and insurance agents for this information. I hope to have the answers in time for the meeting
on January 28, 2020.
5. Will we be compensated for the loss in value of our property if the Denton Development Code change is approved?
Staff is not able to answer this.
6. What other options have been explored?
Throughout the discussion process regarding increasing the reverse setback, many options have been explored,
including various distances for the setback itself and various options for how to handle the issue of creating
nonconformities. With regard to nonconformities, three options were originally presented to the Council that ranged from
deeming any structure existing today to be “legal” rather than nonconforming to allowing structures to become
nonconforming but amending other parts of the code to allow the structure to be rebuilt if they are destroyed. The options
are outlined in the last Council discussion of this case from November 19, 2019 (video and minutes available at
https://www.cityofdenton.com/en-us/government/open/agendas-minutes). For the upcoming hearing staff is exploring
other possible options that will be presented to Council for their consideration on January 28th. The exploration of options
is still very much on-going and open for discussion at the January 28th meeting.
To reiterate my response on question 1, The Gas Well Companies should bear any and all costs to keep the surrounding
areas secure and pollution free, not the homeowners. The City Counsel, in my opinion, should be working with the
County Commissioners to ask the State Regulators and Federal Government to step in and enforce Security and Pollution
guidelines around these gas wells. In this era of Terrorism, you would think the State and Federal Government would
have strict regulations as to the security of Gas Wells.
7. Can the gas wells be shut down?
Yes. The state Railroad Commission regulates the process of plugging and abandoning wells. This is not something the
City could require; it has to be completed by the gas well operator. In the past year at least 4 wells within the City’s
jurisdiction have been plugged, either voluntarily by an operator when the wells were no longer producing enough gas or
due to negotiations where a land owner or developer was able to buy the well from the operator and subsequently have it
plugged.
Do you have any way to tell us what phase of production the gas wells near Lexington Park are in?
Thank you for your time and consideration of my comments and questions,
Theresa Portales
On Friday, January 17, 2020, 08:40:36 AM CST, Zagurski, Hayley <hayley.zagurski@cityofdenton.com> wrote:
Good morning,
This email is in response to the letter you submitted yesterday with questions regarding the upcoming gas well setback
public hearing. I have copied your questions below and provided a response to each in red.
3
1. Why is there a perceived need to change the Denton Development Code?
This discussion first arose last summer at a Council meeting in July 2019. The primary concerns brought up at that
meeting and subsequent meetings have been the nuisances generated by industrial activity such as gas well drilling in
close proximity to residences and other sensitive uses such as schools, churches, and parks. These include noise,
vibrations, and truck traffic as well as potential health concerns such as air emissions. The Council is considering if a 500
foot setback would be more protective than the existing 250 foot setback, and has directed staff to bring forward a code
amendment for their consideration.
2. What procedures were followed to allow permits for the drilling of gas wells near our neighborhood after the
neighborhood was established and homes built?
Based on the City’s records, it appears that the Lexington Park subdivision was first submitted to the city for platting in
2001, but platting and construction of the various phases occurred over several years following that, at least through
2006. Also in 2006, a gas well plat was submitted for the Acme well site to the west. In 2006 the City’s gas well ordinance
permitted the Acme well site to be platted so long as the wellheads were located at least 500 feet from any residential
structure or place of assembly or institution. At the time the wells were drilled there were no residential structures within
500 feet of the wellheads according to the records.
3. What neighborhoods/homes in the City of Denton are going to be affected by this change?
Many neighborhood and homes are potentially affected by this change. The City has sent notices to over 1,800 physical
addresses and over 1,000 property owners that are within a 500 foot radius of a gas well site.
4. How will this affect out property value/ability to sell our home?
This question would be best answered by either a realtor, lending company, real estate attorney, or similar entity
and is not something that City staff has the ability to quantify.
5. Will we be compensated for the loss in value of our property if the Denton Development Code change is
approved?
Staff is not able to answer this.
6. What other options have been explored?
4
Throughout the discussion process regarding increasing the reverse setback, many options have been explored, including
various distances for the setback itself and various options for how to handle the issue of creating nonconformities. With
regard to nonconformities, three options were originally presented to the Council that ranged from deeming any structure
existing today to be “legal” rather than nonconforming to allowing structures to become nonconforming but amending
other parts of the code to allow the structure to be rebuilt if they are destroyed. The options are outlined in the last
Council discussion of this case from November 19, 2019 (video and minutes available at
https://www.cityofdenton.com/en-us/government/open/agendas-minutes). For the upcoming hearing staff is exploring
other possible options that will be presented to Council for their consideration on January 28th. The exploration of options
is still very much on-going and open for discussion at the January 28th meeting.
7. Can the gas wells be shut down?
Yes. The state Railroad Commission regulates the process of plugging and abandoning wells. This is not
something the City could require; it has to be completed by the gas well operator. In the past year at least 4 wells
within the City’s jurisdiction have been plugged, either voluntarily by an operator when the wells were no longer
producing enough gas or due to negotiations where a land owner or developer was able to buy the well from the
operator and subsequently have it plugged.
Thank you,
Hayley Zagurski | Senior Planner
Department of Development Services | Planning Division
Office: (940) 349-7785 | Fax: (940) 349-7707
215 W. Hickory Street, Denton, Texas 76201
www.cityofdenton.com
From: Theresa Portales <thjepo@yahoo.com>
Sent: Thursday, January 16, 2020 3:13 PM
To: Zagurski, Hayley <Hayley.Zagurski@cityofdenton.com>
Cc: Watts, Chris <Chris.Watts@cityofdenton.com>; Ryan, John <John.Ryan@cityofdenton.com>
Subject: RE: Project Number: DCA19-0009 (Gas Well Reverse Setbacks)-O
5
This message has originated from an External Source. Please be cautious regarding links and attachments.
Thank you.
Theresa Portales
Sent from Yahoo Mail on Android
On Thu, Jan 16, 2020 at 1:37 PM, Zagurski, Hayley
<Hayley.Zagurski@cityofdenton.com> wrote:
Good afternoon,
This email is to let you know that your response has been received and documented for the record for the upcoming
public hearing. I will work on getting responses to your questions, but I don't have those at this time. I will pass those
along as soon as possible.
Thank you,
Hayley Zagurski | Senior Planner
Department of Development Services | Planning Division
Office: (940) 349-7785 | Fax: (940) 349-7707
215 W. Hickory Street, Denton, Texas 76201
http://www.cityofdenton.com
-----Original Message-----
From: Theresa Portales <thjepo@yahoo.com>
Sent: Thursday, January 16, 2020 8:47 AM
To: Zagurski, Hayley <Hayley.Zagurski@cityofdenton.com>
Cc: Watts, Chris <Chris.Watts@cityofdenton.com>; Ryan, John <John.Ryan@cityofdenton.com>
Subject: Project Number: DCA19-0009 (Gas Well Reverse Setbacks)-Objection Letter
Ms. Zagurski,
I have attached a letter strongly objecting to a change in the Development Code that will adversely affect my Property's
value.
Please review the letter and send me a written response at this e-mail address to the questions posed in the letter.
Sincerely,
Theresa Portales
1
Zagurski, Hayley
From:Jill Rhea <jillarhea@yahoo.com>
Sent:Monday, January 27, 2020 9:51 PM
To:Zagurski, Hayley; Watts, Chris
Subject:Fw: Gas Well Reverse Setback
This message has originated from an External Source. Please be cautious regarding links and attachments.
----- Forwarded Message -----
From: Jill Rhea <jillarhea@yahoo.com>
To: deb.armintor@cityofdenton.com <deb.armintor@cityofdenton.com>
Cc: Jesse.Davis@cityofdenton.com <jesse.davis@cityofdenton.com>
Sent: Monday, January 27, 2020, 02:35:05 PM CST
Subject: Gas Well Reverse Setback
Ms. Armintor & Mr. Davis -
I'm sending you this email in regards to the postcard I received in the mail for my address being within
500 feet of an existing gas well.
While I was extremely pleased and relieved with the email that I saw from a neighbor from Ms. Armintor
about some updated plans, I wanted to be sure to voice my personal opinion on this very important
matter to make 100% sure it's on the record.
I have lived at my current address for over 10 years (3320 Hornbeam Street). When we moved here we
did not even have the gas well. We were part of the neighborhood that fought and fought and fought
against the well initially when the fracking started. We had a lawyer to see what our rights were but
ultimately found out that our home builder embedded well details within the hundreds of pages of fine
print we signed, so we knew we were fighting a losing battle. But that doesn't make me anymore
passionate about future safety for others and my own family's safety and financial future.
The postcard was truly scary. I cried, felt at a loss and thought we were fighting yet again another losing
battle against those with money to develop and those in the oil/gas industry who have all the money. To
NOT be approved as "conforming" after having NO choice in the matter would be horrific. Yes the odds of
having my structure destroyed are slim, but the other aspects in terms of re-sale, insurance, lending, etc
came to the front of mind. To be told that you have no say so in the matter about your own home, the
one that you work so hard for every single day for your family, is devastating.
If I had my say I would say that NO NEW homes or residences should be built near gas wells for > 1,500
feet. The dangers are there. It's fact. There are so many possibilities of things that could go wrong. I think
about it often. But the fact that residences that were built prior to the setbacks would be punished is
absolutely ridiculous. We should 1000% be considered LEGAL AND CONFORMING within any new legalities
that are voted on. You cannot and should not punish hard working individuals that are simply doing their
best to provide for their family by telling them that the house they live in may not be able to sell, may not
be able to be re-built and may not be able to be covered by insurance once they are considered "non-
conforming."
I encourage the entire council to think about the future of all residents. YES protect future new home
owners. They don't need to be by these wells, but don't punish those that are here already and NOT on
purpose.
2
Thank you for your time. While I would like to be at the meeting tomorrow to hear what goes down, I will
be in Disney World so cannot attend.
Jill Rhea
Jon & Jill Rhea
3320 Hornbeam Street
1
Zagurski, Hayley
From:Jessica Russell <jessicasellsdfw@gmail.com>
Sent:Friday, January 17, 2020 3:52 PM
To:Davis, Jesse; Ryan, John; Zagurski, Hayley; Ila Lack
Subject:Project # DCA19-0009 (Gas well reverse setback)
This message has originated from an External Source. Please be cautious regarding links and attachments.
I have attached a video because I wanted to make sure and get my concerns across but I will put it briefly in text as well
in case this is needed.
The issue is not the 500 foot distance for new construction but it is the non conforming status of the existing homes.
Non conforming status will negatively impact home values for these 1900 families affect...if they can even sell at all.
Research has lead me to understand that in some cities, legally non conforming status is only while the property is in
continuous use. If it is ever vacated or ownership changes, it becomes illegally non conforming. So does this mean they
can never sell their home? These questions need to be addressed immediately. In my video I mention a client of mine
who is copied on here that has already been impacted just because this was even proposed. She is trying to sell her
home and has to disclose this. No one wants to buy her house with the possibility of this. Hopefully on the 28th you shut
this down so we can get her home sold at an appropriate price. My concern is that this will drag on or get postponed.
Then either she takes a HUGE loss on her house or she has to wait it out and pay double mortgage since she has already
purchased a new home. Either way, you are causing this family their time and money. Not to mention the stress this has
put on them! They are not the only family. I have numerous clients in a panic that were planning to sell this spring or
summer. I have spent the last 5 days on the phone non‐stop trying to learn more about the repercussions of this so that
my clients can make informed decisions. When I called Hayley to speak about this, there were many things she was
unaware of and admitted that you guys do not have all the information yet. If you have not fully researched the
repercussions of this on the property values and homeowners (not to mention your tax revenue) of 1900 families, then
you should not be making this decision yet! I hope there is a way to shut this down and then revisit later when you have
more research and preparation. If you just postpone, you are going to be impacting the sale of all these properties in the
peak selling season. The only offer we have for my client right now is $30k less than its actual value because its an
investor looking for a deal. No serious home owners are willing to consider it until this is gone.
Please feel free to reach out to me with any questions.
2
Texas law requires all real estate license holders to give the following information about brokerage services
to prospective buyers, tenants, sellers and landlords:
Texas Real Estate Commission Information About Broker Services
The Real Estate Commission Consumer Protection Notice
Jessica Russell
REALTOR®, SRES, NHC • License #0639082
817.821.7447
jessicasellsdfw@gmail.com
111 Dallas St #103 • Argyle, TX 76226
www.jessicasellsdfw.com
WIRE FRAUD: During your representation by Keller Williams Realty you will NEVER be asked, via email, to
wire or send funds to ANYONE, not even a title company. DO NOT COMPLY WITH EMAIL INSTRUCTIONS
TO WIRE FUNDS!
1
Zagurski, Hayley
From:r.samari@verizon.net
Sent:Tuesday, January 28, 2020 8:13 PM
To:Zagurski, Hayley
Subject:dc19-0009
This message has originated from an External Source. Please be cautious regarding links and attachments.
To whom it may concern,
We reside at 4520 Stillhouse Hollow Ln, Denton,Tx 76226
We received the notification about Gas Well Reverse Setback meeting to be held today 01/28/2020. Could not make it
there at the time given.
Videos are circulating that people live in their retirement residence down wind from gas rigs and feel like 250 feet of
extended area to the existing ordinance will save them from harms way.
We dont see how putting your retirement home in non conforming status will help any body at this point when likely 90%
of the homes that we can see are within the new proposed distance which we trusted the developer had considered when
they started this project. There is nothing we can do to change the direction of the wind nor the noise that is being made
at these sites, but hopefully city of Denton authorities with the say so can see our point of view and go against the new
recommended distance. All that does is reduce the value of our RETIREMENT home, since it will have to be disclosed for
being non conforming structure.
We have worked hard for years to acquire this home and can not see it devalued over a short distance that would not
matter what so ever for any body's safety ( we saw that in Houston explosion, a few days ago) .We do not anticipate City
of Denton to eliminate tax burden on these houses, if the status changes.Therefore we object to any changes and will
take our chances that no safety issue will arise today nor in the future.
God bless .
Samari family
1
Zagurski, Hayley
From:Cara Sammons <carasammons1@yahoo.com>
Sent:Wednesday, January 22, 2020 9:02 AM
To:Zagurski, Hayley
Cc:Chris Sammons
Subject:2309 Windhaven Drive
This message has originated from an External Source. Please be cautious regarding links and attachments.
Good Morning,
My husband and I plan on attending the meeting on January 28th, but we are very
concerned when we look at the map and see that we are clearly within 250 feet of a gas
well. Our address is 2309 Windhaven Drive Denton, Texas 76210. We are shocked that our
house was even allowed to be built as the 250 foot line runs right through our back patio.
Why would the city knowingly allow DR Horton to build a house that is within 250 feet of
the gas well. We are extremely concerned as this is very detrimental to our family and our
livelihood and just the fact that if something were to happen to our house we would not be
able to rebuild. We are a young family with two small children and this absolutely terrifies
me. Please advise with any input you may have.
Thanks so much
Cara Sammons
1
Zagurski, Hayley
From:Kim Schloeman <sloman4@airmail.net>
Sent:Wednesday, January 22, 2020 12:17 PM
To:Zagurski, Hayley
Cc:Sloman
Subject:DCA19-0009 (Gas Well Reverse Setbacks)
This message has originated from an External Source. Please be cautious regarding links and attachments.
Dear Ms. Zagurski,
This is the letter we are mailing today in response to the referenced amendment. We will be out of town for the January
28 hearing. Appreciate the opportunity to respond.
Regards,
Kim Schloeman
3
Sent from my iPhone
1
Zagurski, Hayley
From:Rene Schober <marcamrit@yahoo.com>
Sent:Sunday, January 19, 2020 2:36 PM
To:Zagurski, Hayley; Manmeet Schober
Subject:Gas Well Reverse Setback DCA19-0009
This message has originated from an External Source. Please be cautious regarding links and attachments.
Attn:
Hayley Zagurski
City of Denton Development Services
215 W. Hickory Street
Denton, TX 76201
Re: Gas Well Reverse Setback DCA19-0009
I am also a homeowner as well as a real estate agent who will also be affected by this new city ordinance if passed.
My concern is down the road when we are trying to sell our houses and possible disclosure requirements which will it
more difficult if not impossible to sell our homes for market value. Ask yourself the question, which home buyer will
purchase a home that cannot be rebuilt if destroyed by fire, tornado or any other reason down the road. One could not
even build a proper shed in the backyard if its withing 500 feet of the gas production site. I certainly would not buy a
property like this.
Current “Texas Realtor Seller’s disclosure notice” in section 8 has a paragraph that although not quite clear could mean
that this must be disclosed. In any case, those disclosure requirements are periodically updated and quite possible it
could read eventually to disclose the proximity to a gas or oil drilling or storage facility in a very specific way.
See below an excerpt of the current disclosure notice
In any case, I voice my strong opposition to such a Gas Well Reverse Setback.
Kind regards,
Rene Schober
7005 Livingston Drive
Denton, TX 76210
Email: marcamrit@yahoo.com
Phone: 214-212-6353
reneschober.fathomrealty.com/
1
Zagurski, Hayley
From:Suresh Shridharani <suresh@sumeerhome.com>
Sent:Tuesday, January 28, 2020 10:42 AM
To:Zagurski, Hayley; Jenks, Jim; Jim Bell; Ricardo Doi
Subject:Public Hearing to Consider Increasing Gas Well Setback
Attachments:denton-gas well rule revision20200123_14260123.pdf; Reverse Gas Well Setback Change (1).pdf
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I am writing in response to the attached notice I received last week. I am really concerned about the 6 lots we are
currently developing in Courts of Bonnie Brae that will be affected by this rule change. The final plat is already filed and
the development is held for almost two years the City and the Railroad. Jim Jenks has the whole history of this project.
We want to make sure that the City will grandfather these 6 lots and will issue permits and COs to build single family
homes on them. If not, we are strongly opposed to it.
Thanks!
Suresh Shridharani,
President of Harlan Properties, Inc. and Sumeer Homes, Inc.
2404 Texas Drive, Ste 103, Irving, Texas 75062 ~ 972 659 0655 x 110
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Zagurski, Hayley
From:icfbt <icfbt@yahoo.com>
Sent:Tuesday, January 21, 2020 4:50 PM
To:Zagurski, Hayley
Subject:Project number: DCA19-0009 (Gas Well Reverse Setbacks)
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Dear Ms. Zagurski,
I am writing in regards to Project number DCA19-0009 (Gas Well Reverse Setbacks).
We purchased our lot in the Oaks of Montecito neighborhood in 2010 and on it built the house
where we currently reside. Our house is in compliance with the Denton Development Code (DDC)
as it relates to the distance required from a gas well drilling and production site.
We are VERY STRONGLY OPPOSED to the proposed amendments to the DDC that would increase the
required reverse gas well setback to 500 feet.
This amendment would destroy our property values. By disallowing the rebuilding of our and
our neighbors' homes in the event of an unforseen destruction of property, you would render
our properties virtually unsalable and possibly uninsurable.
The proposed amendment should not include houses or other structures which were built in
good faith in compliance with existing Code.
We chose to live in Denton in the neighborhood we selected because we had the intention of
living here forever. If something beyond our control damages or destroys our house we have
the right to rebuild it on our own property and this should never change.
We will join our neighbors in attending the City Council Meeting on Tuesday, January 28, 2020
to voice our opposition to the proposed amendment to the DDC.
Sincerely,
Gina and Chuck Smith
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Zagurski, Hayley
From:Jordan Smith <jordandsmith82@gmail.com>
Sent:Wednesday, January 15, 2020 6:28 PM
To:Davis, Jesse; Zagurski, Hayley; otsmith81@gmail.com
Subject:Gas well reverse setback issue DCA19-0009
I received a flyer in the mail stating my home was within the 250’ current boundary of a gas well. Through some reading
it appears the city is considering extending that reverse setback to 500’ which would put my home in a state of legally
nonconforming. To my understanding that means I can’t add onto the property nor can I rebuild if the structure is
deemed a total loss. I have several issues with this listed below:
1: The most important is my homes resell value. How am I supposed to sell my home for a marketable price to someone
who cannot rebuild it? Who compensates me for the deviation of current market value and whatever I would be able to
get for a law that is out of my control? Why would someone want to purchase this property knowing that it would now
be illegally nonconforming and they couldn’t rebuild it or add on should they choose?
2: Is there an option for legally conforming as a grandfather rule for property’s that were built prior to the law existing?
This is most certainly the only way I see this not affecting my resale value of this property.
3: Who decides what a total loss means? Is it 50% of the structure? Is it 50% of the value? Is the value now changed
because it’s not marketable as no one will want to purchase it due to this law? I assume my homeowners insurance
would have a healthy lawsuit concern should they disagree with your assessment of this total loss statement.
In conclusion this feels to me as if this is being rushed and has not been well thought out. A general statement flyer that
impacts a significant monetary asset of the homeowners affected by this law should be carefully thought out from all
aspects.
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Zagurski, Hayley
From:Nancy Sorrells <Nancy.Sorrells@sheratonarlingtonhotel.com>
Sent:Tuesday, January 28, 2020 5:39 PM
To:Zagurski, Hayley
Subject:500 foot setback
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Project number:DCA19‐009
I am writing to oppose the change from 250 feet to 500 feet setback pf gas well drilling and production sites. We have a
number of wells on our property and this arbitrary change would negatively impact both the value and the usefulness of
our land. We very safely cohabitate with the existing well heads and see no reason to make a change. We have land
that would be highly valuable as a residence or even a business depending on zoning possibilities and we do not wish to
see any additional governmental oversight reducing the value and use of our personal property.
This change has the potential to affect our home should we want to make any changes or additions. I am writing to
speak out against this change.
Best Regards,
Nancy Sorrells
General Manager
O 817 548 - 2807 F 817 548 2873
Sheraton Arlington Hotel
1500 Convention center drive
Arlington, TX 76011
Marriott.com/DALGI
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1
Zagurski, Hayley
From:basnewway@aol.com
Sent:Thursday, January 23, 2020 10:05 AM
To:Zagurski, Hayley
Subject:Fwd: Gas Well Reverse Setbacks Notice
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From: basnewway@aol.com
To: haley.zagurski@cityofdenton.com
Sent: 1/23/2020 9:48:15 AM Central Standard Time
Subject: Gas Well Reverse Setbacks Notice
I received a notice regarding our owning a property within 500 feet of a gas well location, but this notice didn't
say WHERE this location is. We have several properties, none of which I was aware of being close to a gas
well, and I would appreciate knowing to WHERE this notice refers, so that I can determine which property is
affected.
Your prompt response will be appreciated.
Beverly Stephens
Stephens Family Trust A
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Zagurski, Hayley
From:Jordan Strong <jstrong8153@gmail.com>
Sent:Monday, January 27, 2020 7:50 AM
To:Zagurski, Hayley
Subject:DCA19-0009 Gas Well Setbacks
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Hello Ms. Zagurski,
In regards to the proposed ordinance to increase the gas well setback to 500ft from the current 250ft I have several
questions. My home is in the Wheeler Ridge neighborhood and is one that will become non‐conforming.
1) Has any study or research been done on the possible impact to home values for those that will become non
conforming?
2) In regards to expansions of non‐conforming structures, what type of expansions would be prohibited? Would the
addition of a back patio be prohibited? Are there any other improvements/changes to the structure that would be
prohibited or require additional approvals?
3) For any non‐conforming home destroyed (i.e. by a fire), would the owner be forced to just leave the lot empty?
4) Has any thought been given to making this new ordinance only applicable to new wells or new developments and
exempt all existing wells or existing developments? It seems that if there’s a way to apply this ordinance for all future
developments, without impacting existing structures, then it could still provide the intended benefits without negatively
impacting or restricting current homeowners.
Thank you for any information that you can provide.
Jordan Strong
870‐917‐9319
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Zagurski, Hayley
From:Darrell Stubblefield <lorettalpc@verizon.net>
Sent:Monday, January 27, 2020 3:04 PM
To:Zagurski, Hayley
Subject:DCA19-0009
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What is the definition of “a gas well drilling and production site”?
I would think our lot is more than 500 feet from a gas well.
It would appear our land is worthless if our improvement is damaged beyond repair.
We purchased this property long before any gas well was near us. Why should the city be allowed to make our land
worthless by an ordinance. I think we should go forward with no change on existing structures.
Darrell Stubblefield
25 Highview Circle
Sent from my iPhone
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Zagurski, Hayley
From:thomasandjane Sullivan <sullivan.patrick@mygrande.net>
Sent:Thursday, January 16, 2020 12:04 PM
To:Zagurski, Hayley
Subject:Gas Well Reverse Setbacks
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Dear Hayley,
I live at Robson Ranch and received your card in the mail notifying me of a public hearing. I later received an email from
our HOA office stating that the proposed increase for the reverse setback would not apply to Robson Ranch residents.
Would you please confirm for me that my residence is not included.
Thank you,
Thomas P Sullivan
9300 Freeport Drive (lot 9‐2/8‐D)
Denton, TX 76207
817‐454‐5125
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Zagurski, Hayley
From:Cannone, Richard D.
Sent:Monday, January 27, 2020 8:31 AM
To:Zagurski, Hayley
Subject:FW: GAS WELL REVERSE SETBACKS (DCA19-0009)
Richard D. Cannone, AICP|Deputy Director/Planning Director
Department of Development Services
Office: (940) 349‐8507 | Fax: (940) 349‐7707
215 W. Hickory Street, Denton, Texas 76201
www.cityofdenton.com
From: Hileman, Todd
Sent: Sunday, January 26, 2020 8:17 PM
To: McDonald, Scott <Scott.McDonald@cityofdenton.com>; Cannone, Richard D.
<Richard.Cannone@cityofdenton.com>
Subject: Fwd: GAS WELL REVERSE SETBACKS (DCA19‐0009)
Sent from my iPhone
Begin forwarded message:
From: Pam Terronez <pamterronez@kw.com>
Date: January 26, 2020 at 8:15:50 PM CST
To: "Watts, Chris" <Chris.Watts@cityofdenton.com>, "Hileman, Todd"
<Todd.Hileman@cityofdenton.com>
Subject: GAS WELL REVERSE SETBACKS (DCA19‐0009)
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I am contacting you as our city council member to let you know that many citizens &
Denton business owners are very discouraged with this additional set back that is
proposed. We are against allowing an additional 250' or more being added to the
current set back that is already in place. This affects many more homeowners as well as
schools, church's and businesses. We understand this to mean if a property owners
building is damaged by disaster, such as fire, or any reason and is within this 500'
proposed set back, it can't be rebuilt b/c of this set back policy, or if its unimproved land,
it affects and prohibits any building within that proposed set back. We respectfully ask
our council to reconsider what this additional set back would do to current property
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owners and developments. It's in the best interest of the property owners in this town to
not have this additional set back. It negatively affects their property values and resale.
This is a private property issue. If we have misunderstood the ramifications, please
clarify.
The regulating needs to be directed to the well companies and not property owners.
Thank you for the time you give back to this community.
Pam Terronez, ®
Broker Associate
Keller Williams Realty, Denton
940.453.3317
Click Here for my Mobile App
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1
Zagurski, Hayley
From:Felecia Wynn <dwynn@verizon.net>
Sent:Monday, January 27, 2020 10:41 PM
To:Zagurski, Hayley
Subject:Gas Well Reverse Setbacks
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We are opposed to any increase of the reverse setback that would result in
existing structures becoming non-conforming. That the city approved
these gas wells in the first place, despite property owners’ objections, and
that the city has now decided to change the current setback to a new
arbitrary number that will, with the stroke of a pen, render so many
homeowners’ properties worthless, seems poorly considered.
Dean and Felecia Wynn
818 N Bonnie Brae St
Denton, TX 76201