Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
2019-10-15 Agenda with Backup
City Council City of Denton Meeting Agenda City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Work Session Room & Council Chambers2:00 PMTuesday, October 15, 2019 WORK SESSION BEGINS AT 2:00 P.M. IN THE WORK SESSION ROOM REGULAR MEETING BEGINS AT 6:30 P.M. IN THE COUNCIL CHAMBERS After determining that a quorum is present, the City Council of the City of Denton, Texas will convene in a Work Session on Tuesday, October 15, 2019, at 2:00 p.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas at which the following items will be considered: WORK SESSION 1. Citizen Comments on Consent Agenda Items This section of the agenda allows citizens to speak on Consent Agenda Items only. Each speaker will be given a total of three (3) minutes to address any items he/she wishes that are listed on the Consent Agenda . A Request to Speak Card should be completed and returned to the City Secretary before Council considers this item. 2. Requests for clarification of agenda items listed on this agenda. 3. Work Session Reports Receive a report, hold a discussion, and give staff direction on Council Members serving on internal, external, and local/community boards and committees. ID 19-2355A. Exhibit 1 - Agenda Information Sheet BC 10-15-2019 Exhibit 2 - Presentation Attachments: Receive a report, hold a discussion, and provide staff direction on requests from council members. ID 19-2087B. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Presentation 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 Personnel Matters - Under Texas Government Code Section 551.074. ID 19-2218A. Page 1 Printed on 10/16/2019 October 15, 2019City Council Meeting Agenda Deliberate and discuss the evaluation, duties, discipline, procedures, and contracts of the City Manager and City Attorney. Deliberations Regarding Certain Public Power Utilities: Competitive Matters - Under Texas Government Code Section 551.086; Consultation with Attorneys - Under Texas Government Code, Section 551.071. Receive a presentation from staff regarding public power competitive and financial matters related to a Power Purchase Agreement between the City of Denton, as the seller of power and electric energy services, and the University of North Texas, as a buyer of power and electric energy services; discuss, deliberate, and provide direction to staff regarding the same. Consultation with the City ’s attorneys regarding legal issues associated with the above matters where a public discussion of these legal matters would conflict with the duty of the City’s attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City’s legal position in any administrative proceeding or potential litigation. ID 19-2372B. Deliberations Regarding Certain Public Power Utilities: Competitive Matters - Under Texas Government Code Section 551.086; Consultation with Attorneys - Under Texas Government Code, Section 551.071. Receive a presentation from staff regarding public power competitive and financial matters related to a Power Purchase Agreement between the City of Denton, as the seller of power and electric energy services, and Texas Woman ’s University, as a buyer of power and electric energy services; discuss, deliberate, and provide direction to staff regarding the same. Consultation with the City’s attorneys regarding legal issues associated with the above matters where a public discussion of these legal matters would conflict with the duty of the City’s attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City’s legal position in any administrative proceeding or potential litigation. ID 19-2373C. Any final action, decision, or vote on a matter deliberated in a Closed Meeting will only be taken in an Open Meeting that is held in compliance with Texas Government Code, Chapter 551, except to the extent such final decision, or vote is taken in the Closed Meeting in accordance with the provisions of Section 551.086 of the Texas Government Code (the ‘Public Power Exception’). The City Council reserves the right to adjourn into a Closed Meeting or Executive Session as authorized by Texas Government Code, Section 551.001, et seq. (The Texas Open Meetings Act) on any item on its open meeting agenda or to reconvene in a continuation of the Closed Meeting on the Closed Meeting items noted above, in accordance with the Texas Open Meetings Act, including, without limitation Sections 551.071-551.086 of the Texas Open Meetings Act. _________________________________________________________________________________ REGULAR MEETING OF THE CITY OF DENTON CITY COUNCIL AT 6:30 P.M. IN THE COUNCIL CHAMBERS AT CITY HALL, 215 E. MCKINNEY STREET, DENTON, TEXAS AT WHICH THE FOLLOWING ITEMS WILL BE CONSIDERED: 1. PLEDGE OF ALLEGIANCE Page 2 Printed on 10/16/2019 October 15, 2019City Council Meeting Agenda A. U.S. Flag B. Texas Flag “Honor the Texas Flag – I pledge allegiance to thee, Texas, one state under God, one and indivisible.” 2. PROCLAMATIONS/PRESENTATIONS Colonial Heritage MonthID 19-2180A. Serve Denton Center Grand OpeningID 19-2234B. World Homeless DayID 19-2383C. Peterbilt Pride & Class ProclamationID 19-2387D. Public Power WeekID 19-2388E. Community Planning MonthID 19-2389F. 3. PRESENTATION FROM MEMBERS OF THE PUBLIC A. Review of procedures for addressing the City Council. B. Receive Scheduled Citizen Reports from Members of the Public. This section of the agenda permits any person who has registered in advance to make a citizen report regarding a public business item he or she wishes to be considered by the City Council. This is limited to no more than four (4) speakers per meeting with each speaker allowed a maximum of four (4) minutes to present their report. At the conclusion of each report, the City Council may pose questions to the speaker or may engage in discussion. If the City Council believes that a speaker's report requires a more detailed review, the City Council will give the City Manager or City Staff direction to place the item on a future work session or regular meeting agenda and advise staff as to the background materials to be desired at such meeting. C. Additional Citizen Reports - This section of the agenda, which is also known as the "open microphone" section, permits any person who is not registered for a citizen report to make comments about public business items not listed on the agenda. This section is limited to two open microphone speakers per meeting with each speaker allowed a maximum of four (4) minutes. Such person(s) must file a "Blue Card" requesting to speak during this period, prior to the calling of this agenda item. During open microphone reports under this section of the agenda, the Council may listen to citizens speak . However, because notice of the subject of the open microphone report has not been provided to the public in advance, the Texas Open Meetings Act limits any deliberation or decision by the Council to: a proposal to place the item on a future agenda; a statement of factual policy; or a recitation of existing policy. Council Members may not ask the open microphone speakers questions or discuss the items presented during open microphone reports. NOTE: If audio/visual aids during presentations to Council are needed, they must be submitted to the City Secretary 24 hours prior to the meeting. 4. CONSENT AGENDA Each of these items is recommended by Staff and approval thereof will be strictly on the basis of the Staff recommendations. Approval of the Consent Agenda authorizes the City Manager or his designee to Page 3 Printed on 10/16/2019 October 15, 2019City Council Meeting Agenda implement each item in accordance with the Staff recommendations. The City Council has received background information and has had an opportunity to raise questions regarding these items prior to consideration. Listed below are bids, purchase orders, contracts, and other items to be approved under the Consent Agenda (Agenda Items A –J). 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, Texas, authorizing the City Manager, or his designee, to execute a memorandum of understanding with the United States Marshals Service, (USMS) for the participation of the Denton Police Department in the Regional Fugitive Task Force for Fiscal Year 2020; for the purpose of locating and apprehending fugitives; and providing an effective date. ID 19-2188A. Exhibit 1 - AIS - USMS Task Force - FY19-20 Exhibit 2 - Ordinance & MOU Agreement - USMS Task Force - FY19-20 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 IDEXX Distribution, Inc. c/o IDEXX Laboratories, for drinking water compliance testing, and for laboratory services and animal testing materials for the Denton Animal Shelter, which is the sole provider of these services; in accordance with Texas Local Government Code 252.022, 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 7133 - awarded to IDEXX Distribution, Inc. c/o IDEXX Laboratories in the five (5) year not-to-exceed amount of $600,750). ID 19-2196B. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Pricing Index Exhibit 3 - Ordinance and Contract Attachments: Consider approval of a resolution approving the issuance of revenue bonds by the Colorado Health Facilities Authority on behalf of the Evangelical Lutheran Good Samaritan Society in an aggregate principal amount not to exceed $14,500,000; recognizing that the City of Denton is not responsible for issuing the revenue bonds and has no financial obligation to pay any principal of or interest on the revenue bonds; making certain findings in connection therewith; and providing an effective date. ID 19-2339C. Exhibit 1 - AIS - Good Samaritan Society Revenue Bonds Exhibit 2 - Letter from Chapman and Cutler LLP Exhibit 3 - Public Hearing Notice Exhibit 4 - Letter from City's Bond Counsel Exhibit 5 - Resolution 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 for vending machine ID 19-2360D. Page 4 Printed on 10/16/2019 October 15, 2019City Council Meeting Agenda services for the City; and providing an effective date (RFP 7026 - awarded to Supreme Food Services, dba Vend Pro Refreshment Services, for a three (3) year term, with the option for two (2) additional one (1) year extensions, in the total five (5) year term). Exhibit 1 - Agenda Information Sheet Exhibit 2 - Pricing Evaluation 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 to execute a contract with AT&T Mobility LLC, through the Department of Information Resources (DIR) Cooperative Purchasing Network Contract Number DIR-TSO-3420 for priority cellular access through the First Responder Network Authority (FirstNet), FirstNet Ready cell phones, and on-going maintenance; providing for the expenditure of funds therefor; and providing an effective date (File 7148 - awarded to AT&T Mobility LLC, in the five (5) year not-to-exceed amount of $2,531,419.76). ID 19-2365E. Exhibit 1 - Agenda Information Sheet Exhibit 2 - LLC Members 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 Halff Associates, Inc., for design services for the University of North Texas (UNT) underground electrical relocation on the Bonnie Brae Phase III (Roselawn to I-35E) Improvement Project as set forth in the contract; providing for the expenditure of funds therefor; and providing an effective date (RFQ 6590-075 - Professional Services Agreement for design services awarded to Halff Associates, Inc ., in the not-to-exceed amount of $184,840). ID 19-2366F. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance and Contract Attachments: Consider adoption of an ordinance of the City of Denton, approving an agreement with the Denton Parks Foundation and the City of Denton, to allow the Denton Parks Foundation to raise funds and support programming for the Parks and Recreation Department; authorizing the City Manager or his designee to execute the Denton Parks Foundation agreement; and providing an effective date. ID 19-2367G. Exhibit 1 Agenda Information Sheet Exhibit 2 Ordinance Exhibit 3 Parks Foundation Agreement (redline) Exhibit 4 Annual Fundraising Plan 2019-2020 Attachments: Consider adoption of an ordinance authorizing the City Manager, or his designee, to execute a Contract of Sale between the City of Denton, a Texas home -rule municipal corporation ("Denton"), as Buyer, and the City of Garland, a Texas home-rule municipality ("Garland"), as Seller, to acquire fee title to a 2.194 acre tract and an access ID 19-2375H. Page 5 Printed on 10/16/2019 October 15, 2019City Council Meeting Agenda easement covering 0.076 acres, both situated in the Mary L. Austin Survey, Abstract No. 4, City of Denton, Denton County, Texas, and more particularly described in Exhibit "A," for the purchase price of Two Hundred Ninety -Eight Thousand One Hundred Thirty -Two Dollars and No Cents ($298,132.00), and other consideration, as prescribed in the Contract of Sale; authorizing the expenditure of funds therefor; providing a savings clause; and providing an effective date. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance and Contract Exhibit 3 - Location Map Exhibit 4 - ROE with Garland for SPI Site Attachments: Consider approval of the minutes of September 24, 2019.ID 19-2431I. Exhibit 1 - September 24, 2019 Minutes DraftAttachments: Consider approval of an ordinance of the City of Denton authorizing the City Manager, or his designee, to execute and deliver an Advance Funding Agreement related to the furnishing and installing of traffic signal equipment by a municipality between the City of Denton and the Texas Department of Transportation, regarding the City ’s request for reimbursement of the cost of installing traffic signal equipment directly related to the operation of intersections along the I-35E frontage road within the City that are specified in the Agreement; authorizing the expenditure of funds thereof; and providing an effective date. ID 19-2511J. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Brinker Signal Agreement Attachments: 5. ITEMS FOR INDIVIDUAL CONSIDERATION Consider adoption of an ordinance of the City of Denton, Texas to declare the intent to reimburse capital program expenditures of the Electric Utility ($37,649,374), Solid Waste ($3,120,000), Water ($2,421,800), Wastewater ($11,360,000), and General Government ($36,631,000) with Tax - Preferred Obligations (Certificates of Obligation and General Obligation Bonds) with an aggregate maximum principal amount not to exceed $91,182,174; and providing an effective date. ID 19-2332A. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Project Listing 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 contract with Modern Geosciences, LLC, for gas well inspection services for the Environmental Services Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 7095 - awarded to Modern Geosciences, LLC, for one (1) year, with the option for two (2) additional one (1) year extensions, in the total three (3) years not-to-exceed amount of $750,000). ID 19-2359B. Page 6 Printed on 10/16/2019 October 15, 2019City Council Meeting Agenda exhibit 1 - Agenda Information Sheet Exhibit 2 - Pricing Evaluation Exhibit 3 - LLC Members Exhibit 4 - 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 Waste Connections Lone Star, Inc., providing for a guaranteed volume agreement for the landfill; and providing an effective date. ID 19-2505C. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Waste Connections Lone Star Inc 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 Allied Waste Services of Fort Worth, LLC., providing for a guaranteed volume contract for the landfill; and providing an effective date. ID 19-2487D. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Allied Waste Services of Fort Worth, LLC., Ordinance and Contract Exhibit 3 - LLC Ownership Information Attachments: Consider nominations/appointments to the City’s Boards, Commissions, and Committees: Animal Shelter Advisory Committee and Health & Building Standards Commission. ID 19-2512E. Exhibit 1 - Agenda Information Sheet 10-15-2019 Exhibit 2 - Nominations 10-15-2019 Attachments: 6. PUBLIC HEARINGS Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas approving a request for an Alternative Environmentally Sensitive Area Plan for approximately 49.9-acres of land generally located on the north side of West University Drive and west of North Masch Branch Road in the City of Denton, Denton county, Texas; adopting an amendment to the city ’s official ESA map; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing for severability; and establishing an effective date. (AESA19-0001, fisher 59, Hayley Zagurski) AESA19-000 1a A. Page 7 Printed on 10/16/2019 October 15, 2019City Council Meeting Agenda Exhibit 1 - Agenda Information Sheet Exhibit 2 - Staff Analysis Exhibit 3 - Aerial Map Exhibit 4 - Zoning Map Exhibit 5 - Alternative ESA Plan Exhibit 6 - Applicant Narrative Exhibit 7 - Preliminary Plat Exhibit 8 - LLC Members List Exhibit 9 - Notification Map and Response Exhibit 10 - Presentation Exhibit 11 - Draft Ordinance Attachments: 7. 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. 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 ___________________, 2019 at ________o'clock (a.m.) (p.m.) __________________________________________ CITY SECRETARY NOTE:THE CITY OF DENTON CITY COUNCIL WORK SESSION ROOM AND COUNCIL CHAMBERS ARE ACCESSIBLE IN ACCORDANCE WITH THE AMERICANS WITH DISABILITIES ACT. THE CITY WILL PROVIDE SIGN LANGUAGE INTERPRETERS FOR THE HEARING IMPAIRED IF REQUESTED AT LEAST 48 HOURS IN ADVANCE OF THE SCHEDULED MEETING. PLEASE CALL THE CITY SECRETARY'S OFFICE AT 349-8309 OR USE TELECOMMUNICATIONS DEVICES FOR THE DEAF (TDD) BY CALLING 1-800-RELAY-TX SO THAT A SIGN LANGUAGE INTERPRETER CAN BE SCHEDULED THROUGH THE CITY SECRETARY’S OFFICE. Page 8 Printed on 10/16/2019 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2355,Version:1 AGENDA CAPTION Receive a report,hold a discussion,and give staff direction on Council Members serving on internal,external, and local/community boards and committees. City of Denton Printed on 10/11/2019Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office ACM: Sara Hensley DATE: October 15, 2019 SUBJECT Receive a report, hold a discussion, and give staff direction on Council Members serving on internal, external, and local/community boards and committees. BACKGROUND At the June 11, 2019 Work Session and June 18, 2018 Regular Meeting, the issue was raised on providing for further discussion at the City Council level on the dual role created by members serving on other local/community boards. The desired discussion would center on council members’ abilities to have a voice and render a decision first at the board/committee level and then again at the City Council level. On August 27, 2019, the City Council adopted Ordinance No. 19-2026 which established a formal process for addressing council member requests. In following the established process, at the September 17, 2019 Work Session, City Council was presented Mayor Pro Tem Hudspeth’s request for a work session to specifically discuss the dual role of council members serving on other boards/committees. Results of the discussion was the consensus to proceed with a work session on the issue. To streamline the discussion, the presentation outlines current membership and corresponding responsibilities of boards/committees categorized as follows: • Internal: Agenda Committee, Audit and Finance Committee, Committee on Citizen Engagement, Committee on the Environment, Council Airport Committee, Council Appointee Performance Review Committee, Hotel Occupancy Tax and Sponsorship Committee, and Mobility Committee • External: Community Justice Council, Convention & Visitors Bureau Advisory Board, Dallas Regional Mobility Coalition, Denton County Transportation Authority, Lake Ray Roberts Planning and Zoning Commission, North Texas Commission, Regional Transportation Council, and Texas Municipal Power Agency • Local/Community: Economic Development Partnership Tax Increment Financing Reinvestment Zone No. 1 Board, and Tax Increment Reinvestment Zone No. 2 Board. In addition to the external boards, Council Members also serve on collective impact initiative boards through the United Way of Denton County to address complex regional issues, including the Denton County Homelessness Leadership Team and Denton County Behavioral Health Leadership Team. Although this has been on a volunteer basis for council members to serve on these boards, staff plans to include them on the list for the annual Council discussion and appointment process to committees and boards next year as they have become quasi-governmental, strategic planning bodies. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com PRIOR ACTION/REVIEW (Council, Boards, Commissions) September 17, 2019 Work Session (File ID 19-2084) – City Council consensus to schedule a work session to discuss the dual role of council members serving on certain boards/committees. RECOMMENDATION Staff has no recommendation on the item and will await any direction provided by the City Council. EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Presentation Respectfully submitted: Rosa Rios City Secretary City Council Committees, External Board/Committees, & Other Board Membership Rosa Rios City Secretary City Manager’s Office October 15, 2019 ORIGIN •June 11, 2019 Work Session (19-858) –Discussed Council Committees, membership to subcommittees and other groups, and associated Committee Nomination process •Identified the possibility of reviewing dual role of council members serving on certain local/community boards [MPT Hudspeth] •Dual decision making as member of a board/committee, making recommendation to City Council, then making a decision again at the City Council level •June 18, 2019 Regular Meeting (19-1375) –Appointments to City Council Committees •Appointment to City Council Committees [discussed membership to subcommittees and other groups] •Again identified the possibility to further discuss membership to local/community boards (EDPB in particular) on dual decision making as a member of a board/committee. 2File ID 19-2355 Next Step –Council Member Requests (Under Ordinance No. 19-2026 adopted August 27, 2019) •September 17, 2019 Work Session (19-2084) –Pending City Council requests for information 3File ID 19-2355 Discussion Outcome: Consensus for (a) this work session Council members get to vote twice (Ex: as EDPB Member and as CC Member) when item comes to them. City Council Committees -Internal … [Appendices A] •Agenda Committee •Audit/Finance Committee •Committee on Citizen Engagement •Committee on the Environment •Council Airport Committee •Council Appointee Performance Review Committee •Hotel Occupancy Tax and Sponsorship Committee [Convention and Visitors Bureau Advisory Board] •Mobility Committee •Ad Hoc: Development Code Review Committee 4File ID 19-2355 City Council Committees –External … [Appendices B] 5File ID 19-2355 City Council Committees –Local/Community … [Appendices C] •Economic Development Partnership Board (EDPB) –Council Member Briggs, Council Member Davis [Must also be members of the Tax Increment Reinvestment Zone No 2 Board] •City Ordinance 2017-203 (repealed several other ordinances) 6File ID 19-2355 City Council Committees –Local/Community … [Appendices C] •Downtown Denton TIF Reinvestment Zone No. 1 Board –Mayor Pro Tem Hudspeth, Council Member Meltzer •Tax Increment Financing Act (Section 311.009) and City Ordinance 2010-316 7File ID 19-2355 City Council Committees –Local/Community … [Appendices C] •Tax Increment Reinvestment Zone No 2 Board (TIRZ 2) –Mayor Pro Tem Hudspeth, Council Member Briggs [Must also be members of the Economic Development Partnership Board] (Note: Appointment process underway to replace MPT Hudspeth with CM Davis) •The Tax Increment Finance Act (Section 311.009) and City Ordinance 2012-366 with amendments by other ordinances 2014-039, 2014-274, 2015-370, and 2016-354 8File ID 19-2355 POINTS OF INTEREST •Tax Increment Reinvestment Zone No. 1 (Downtown) Board •City Council appoints all 7 directors to the Board •Tax Code 311 does not require City Council members to serve on the Board •Board’s creation ordinance and bylaws require 2 sitting City Council members serve on the Board •Tax Increment Reinvestment Zone No. 2 (Westpark) Board •City Council appointed all sitting EDPB members to the Board •County appoints 1 member to Board, Developer appoints 1 member to Board •Tax Code 311 does not require City Council members to serve on the Board •Economic Development Partnership Board •City Council appoints members to the Board •Ordinance requires 2 sitting City Council members serve on the Board •Any legislative/membership changes to TIRZ 2 or EDPB, will result in needed changes to the other (city ordinances, bylaws) 9File ID 19-2355 NEXT STEPS •City Council discussion on any potential legislation/membership change. •Provide staff direction on desired future action, if any. Note: Changes will require further research by the City Attorney’s Office in order to ensure compliance with State law, where applicable. 10File ID 19-2355 APPENDICES A (Internal) File ID 19-2355 11 APPENDICES B (External) File ID 19-2355 12 APPENDICES C (Local/ Community) File ID 19-2355 13 14File ID 19-2355 QUESTIONS? City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2087,Version:1 AGENDA CAPTION Receive a report, hold a discussion, and provide staff direction on requests from council members. City of Denton Printed on 10/11/2019Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office ACM: Sara Hensley DATE: October 15, 2019 SUBJECT Receive a report, hold a discussion, and give staff direction on pending City Council requests for information. BACKGROUND During the annual City Council retreat on Saturday, August 17, 2019, the City Council agreed to a process to ensure there is a consensus of the City Council regarding the use of staff time when responding to requests from elected officials that anticipate taking more than two hours to complete or if there is a City Council policy decision to be made. The process developed during the retreat was further discussed and formally adopted at the August 27 City Council meeting. Staff will review one outstanding request for information per elected official during each work session. The weekly work session process will include staff introducing the requested topic followed by the requesting elected official having up to one minute to describe and justify their request. Remaining elected officials will then have up to one minute to provide feedback and indicate their support for the use of staff time to respond to the request. Staff will respond to all requests where a consensus of at least four elected officials is established. Responses will be provided in the requested format including Informal Staff Reports, Legal Status Reports, City Council work session topics, or ordinances and resolutions to be considered on future City Council agendas. The following items will be discussed during the October 15, 2019 work session: 1. Work Session on a citywide moratorium for small marijuana possession arrests a. Requestor: Council Member Armintor b. Date Requested: September 23, 2019 c. Related Informal Staff Report: None d. Requested Format for Response: Work Session Request EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Presentation Respectfully submitted: Stuart Birdseye Assistant to the City Manager City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com City Council Pending Requests for Information City Council Meeting October 15, 2019 1 Background •Effective August 27, all requests for information are to be submitted to the City Manager’s Office via email and include the following information: ➢Request Type:Service/Clarification/Policy-related ➢Purpose: Description of the information needed ➢Time-Sensitivity: Indicate expectations for response time ➢Preferred Format: Informal Staff Report, Legal Status Report, Work Session, Email, Friday Report, Meeting with Staff Legistar ID: 2019-2087 2 of 4 Work Session Process •Up to seven requests will be reviewed per meeting (one per Council Member) •Staff will introduce each request •The elected official that made the request will have up to one minute to describe and justify their request •Remaining elected officials will then have up to one minute to provide feedback and indicate their support for the use of staff time to respond to the request •Staff will respond to all requests where a consensus of Council is established Legistar ID: 2019-2087 3 of 4 Item 1 •Work Session on a citywide moratorium for small marijuana possession arrests •Requestor: Council Member Armintor •Date Requested: September 23, 2019 •Related Informal Staff Report: None •Requested Format for Response: Work Session Request Legistar ID: 2019-2087 4 of 4 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2218,Version:1 AGENDA CAPTION Deliberations regarding Personnel Matters - Under Texas Government Code Section 551.074. Deliberate and discuss the evaluation, duties, discipline, procedures, and contracts of the City Manager and City Attorney. City of Denton Printed on 10/10/2019Page 1 of 1 powered by Legistar™ City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2372,Version:1 AGENDA CAPTION Deliberations Regarding Certain Public Power Utilities:Competitive Matters -Under Texas Government Code Section 551.086; Consultation with Attorneys - Under Texas Government Code, Section 551.071. Receive a presentation from staff regarding public power competitive and financial matters related to a Power Purchase Agreement between the City of Denton,as the seller of power and electric energy services,and the University of North Texas,as a buyer of power and electric energy services;discuss,deliberate,and provide direction to staff regarding the same.Consultation with the City’s attorneys regarding legal issues associated with the above matters where a public discussion of these legal matters would conflict with the duty of the City’s attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas,or would jeopardize the City’s legal position in any administrative proceeding or potential litigation. City of Denton Printed on 10/10/2019Page 1 of 1 powered by Legistar™ City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2373,Version:1 AGENDA CAPTION Deliberations Regarding Certain Public Power Utilities:Competitive Matters -Under Texas Government Code Section 551.086; Consultation with Attorneys - Under Texas Government Code, Section 551.071. Receive a presentation from staff regarding public power competitive and financial matters related to a Power Purchase Agreement between the City of Denton,as the seller of power and electric energy services,and Texas Woman’s University,as a buyer of power and electric energy services;discuss,deliberate,and provide direction to staff regarding the same.Consultation with the City’s attorneys regarding legal issues associated with the above matters where a public discussion of these legal matters would conflict with the duty of the City’s attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas,or would jeopardize the City’s legal position in any administrative proceeding or potential litigation. City of Denton Printed on 10/10/2019Page 1 of 1 powered by Legistar™ City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2180,Version:1 AGENDA CAPTION Colonial Heritage Month City of Denton Printed on 10/10/2019Page 1 of 1 powered by Legistar™ City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2234,Version:1 AGENDA CAPTION Serve Denton Center Grand Opening City of Denton Printed on 10/10/2019Page 1 of 1 powered by Legistar™ City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2383,Version:1 AGENDA CAPTION World Homeless Day City of Denton Printed on 10/10/2019Page 1 of 1 powered by Legistar™ City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2387,Version:1 AGENDA CAPTION Peterbilt Pride & Class Proclamation City of Denton Printed on 10/10/2019Page 1 of 1 powered by Legistar™ City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2388,Version:1 AGENDA CAPTION Public Power Week City of Denton Printed on 10/10/2019Page 1 of 1 powered by Legistar™ City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2389,Version:1 AGENDA CAPTION Community Planning Month City of Denton Printed on 10/10/2019Page 1 of 1 powered by Legistar™ City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2188,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,Texas,authorizing the City Manager,or his designee, to execute a memorandum of understanding with the United States Marshals Service,(USMS)for the participation of the Denton Police Department in the Regional Fugitive Task Force for Fiscal Year 2020;for the purpose of locating and apprehending fugitives; and providing an effective date. City of Denton Printed on 10/10/2019Page 1 of 1 powered by Legistar™ City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.co m AGENDA INFORMATION SHEET DEPARTMENT: POLICE CM/ DCM/ ACM: Todd Hileman DATE: October 15, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas, authorizing the City Manager, or his designee, to execute a memorandum of understanding with the United States Marshals Service, (USMS) for the participation of the Denton Police Department in the Regional Fugitive Task Force for Fiscal Year 2020; for the purpose of locating and apprehending fugitives; and providing an effective date. BACKGROUND The United States Marshals Office has requested the assistance of the Denton Police Department in implementing a strategic enforcement initiative, as part of the multijurisdictional task force for Fiscal Year 2020. The primary mission of the task force is to investigate and arrest as part of joint law enforcement operations, persons who have active state and federal warrants for their arrests. The intent of the multijurisdictional task force is to investigate and apprehend local, state and federal fugitives, thereby improving public safety and reducing violent crime. The Denton Police Department will assign seven (7) police officers to be members of the enforcement initiative. The Department will receive a reimbursement of accrued overtime worked related to task force activities. The agreement will be in effect once signed by a law enforcement participant agency. Participating agencies may withdraw their participation after providing 30 days advanced written notice to the District Chief Deputy U.S. Marshal. RECOMMENDATION Staff recommends approval of this ordinance. ESTIMATED SCHEDULE OF PROJECT October 1, 2019 through September 30, 2020. PRIOR ACTION/REVIEW (Council, Boards, Commissions) N/A FISCAL INFORMATION 310102.6194.0008 EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Ordinance and MOU Agreement - USMS Task Force Respectfully submitted: Frank Dixon Chief of Police Prepared b y: Lt. Mike Beutner Investigations Division ORDINANCE NO. _______________ AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE A MEMORANDUM OF UNDERSTANDING WITH THE UNITED STATES MARSHALS SERVICE, (USMS) FOR THE PARTICIPATION OF THE DENTON POLICE DEPARTMENT IN THE REGIONAL FUGITIVE TASK FORCE FOR FISCAL YEAR 2020; FOR THE PURPOSE OF LOCATING AND APPREHENDING FUGITIVES; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton (“City”) and the United States Marshals Service (“USMS”) desire to enter into this Agreement to provide for a coordinated approach to arrest and prosecute persons with active state and federal warrants; WHEREAS, as the attached USMS Regional Fugitive Task Force – Memorandum of Agreement (“MOU”) provides for the assignment of one or more officers to the Regional Fugitive Task Force (“task force”), seven (7) police officers of the City of Denton Police Department will be made available for taking assignments and participating in the task force, for purposes of reducing violent crimes; WHEREAS, City of Denton Police officers assigned to the task force may be required to travel outside of the jurisdiction in furtherance of task force operation, USMS will provide reimbursement for travel expenses of assigned officers; WHEREAS, USMS may receive Asset Forfeiture funding from its operations; and provided it does, USMS will provide reimbursement to the City, subject to availability of such funds, to provide resources, including but not limited to equipment, travel funds, office space and supplies, training to officers assigned to the task force, and other items necessary to support the activities of USMS and its task force; and WHEREAS, the City of Denton Council finds that this Agreement is in the best interests for the safety of the citizens of the City of Denton, and that a valid governmental public purpose would be served by entering into the Agreement; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1: The findings and recitations contained in the preamble of this Ordinance are incorporated herein by reference. SECTION 2: The City Manager, or his designee, is hereby authorized to execute on behalf of the City of Denton the MOU, which is hereby approved and attached hereto as Exhibit “A,” made a part hereof by reference, providing for the assignment of one or more officers of City of Denton Police Department to the United States Marshals Service Regional Fugitive Task Force to curtail violent crime. City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2196,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 IDEXX Distribution,Inc.c/o IDEXX Laboratories,for drinking water compliance testing,and for laboratory services and animal testing materials for the Denton Animal Shelter,which is the sole provider of these services;in accordance with Texas Local Government Code 252.022,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 7133 -awarded to IDEXX Distribution,Inc.c/o IDEXX Laboratories in the five (5)year not-to-exceed amount of $600,750). City of Denton Printed on 10/10/2019Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance CFO: Antonio Puente, Jr. DATE: October 15, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract with IDEXX Distribution, Inc. c/o IDEXX Laboratories, for drinking water compliance testing, and for laboratory services and animal testing materials for the Denton Animal Shelter, which is the sole provider of these services; in accordance with Texas Local Government Code 252.022, 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 7133 - awarded to IDEXX Distribution, Inc. c/o IDEXX Laboratories in the five (5) year not-to-exceed amount of $600,750). INFORMATION/BACKGROUND The Municipal Lab performs drinking water compliance testing for 38 water municipalities in the interest of service to outlying communities and for public health. The Lab charges for these services and $93,485.00 in revenue was generated for the 2017-18 fiscal year. Testing is performed in accordance with EPA Safe Drinking Water Act (SDWA) and TCEQ Revised Total Coliform Rule (RTCR). By state law mandate, the TCEQ may only accept compliance test results from contract laboratories that are accredited by the National Environment Laboratory Accreditation Program (NELAP). The City of Denton’s Municipal Lab obtained NELAP certification on February 11, 2009, and continues to maintain accreditation to present date. Certification for the NELAP standard is specific for each test method. Accordingly, maintaining certification is contingent upon following the test method as determined by accreditation. The IDEXX Colilert® total coliform test method is considered the standard for microbiological compliance water testing and is the method for which we are certified. IDEXX Laboratories revolutionized total coliform and E. coli drinking and wastewater testing by developing, patenting and obtaining EPA approval for media (product). They are the sole source provider of the Colilert® and Quantitray® methods. Although other methods are available, lab management had to determine the best method to use for NELAP certificati on. Ease of use, reliability of supply, consistently good quality and reasonable cost are all factors influencing the decision behind the use of the IDEXX products. Denton Animal Shelter contracted with RSVP Services, Inc. to utilize their veterinary services to perform general shelter medicine. This included the need to draw and send various specimens off for testing in addition to providing snap tests for heartworm, parvo-virus and feline triple test. IDEXX provided the opportunity to acquire this service from one sole source at a competitive market price. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com In November 2018, the Denton Animal Shelter implemented the use of the feline triple test as part of their initial vetting for all cats that were vetted through the shelter. It is essential for Denton Animal Shelter to maintain current mandated shelter medicine practices in order to ensure the level of animal care offered is not compromised. 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 October 14, 2019, this item will be presented to the Public Utilities Board for recommendation to the City Council for consideration. RECOMMENDATION Award a contract with IDEXX Distribution, Inc. c/o IDEXX Laboratories, for laboratory services and animal testing materials for the Denton Animal Shelter, in the five (5) year not-to-exceed amount of $600,750. PRINCIPAL PLACE OF BUSINESS IDEXX Distribution, Inc. c/o IDEXX Laboratories Westbrook, ME ESTIMATED SCHEDULE OF PROJECT This is a five (5) year contract. FISCAL INFORMATION These services will be funded from Denton Animal Services accounts 340001.7899 for Animal Testing Materials and 340001.6372 for Laboratory Testing. The budgeted amount for this item is $600,750. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Pricing Index Exhibit 3: Ordinance and Contract Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Tiffany Thomson at 940-349-7401. Legal point of contact: Mack Reinwand at 940-349-8333. 7133 Laboratory Testing and MaterialsYear 2‐5 includes a 2.5% increase over year 1 unit priceMaterial ID Material DescriptionUnit of Measure Year 1 Unit PriceYear 2 Unit PriceYear 3 Unit PriceYear 4 Unit PriceYear 5 Unit Price98-12973-00 WP200I GAMMA IRRAD COLILERT 100ML 200PK Cases $799.30$819.28 $839.76 $860.76 $882.2898-08877-00 WP200I-18 GAMMA IRAD COLILERT-18 200PACK Cases $909.70$932.44 $955.75 $979.65 $1,004.1499-27074 COLILERT-18 200-PACK COMBO W/ QT2000 Cases $1,303.32$1,335.90 $1,369.30 $1,403.53 $1,438.6299-27072 COLILERT-24 200-PACK COMBO W/ QT2000 Cases $1,085.60$1,112.74 $1,140.56 $1,169.07 $1,198.3098-21675-00 WQT2K QUANTI-TRAY 2000 DISPOSABLE 100/BX Cases $231.45$237.24 $243.17 $249.25 $255.4898-09227-00 WQT2KC, PRE-DISP.QT 2000 COMPARATOR Ea $28.02$28.72 $29.44 $30.17 $30.9398-11682-00 WP104 COLI P/A COMPARATOR Ea $14.68$15.05 $15.42 $15.81 $16.2098-09588-00 WV290SBST-100, 290 ML VESSEL W/NA 100-PK Cases $209.12$214.35 $219.71 $225.20 $230.8398-09221-00 WV120SBST-200, 120 ML VESSEL W/NA 200-PK Cases $146.13$149.78 $153.53 $157.37 $161.30$4,727.32 $4,845.50 $4,966.64 $5,090.81 $5,218.08Material ID Material DescriptionUnit of Measure Year 1 Unit PriceYear 2 Unit PriceYear 3 Unit PriceYear 4 Unit PriceYear 5 Unit Price99‐26193 SNAP® 4Dx® Plus Test 30 Tests/boxBox $428.70$439.42 $450.40 $461.66 $473.2099‐09440 SNAP® Heartworm RT Test 30 Tests/boxBox $149.70$153.44 $157.28 $161.21 $165.2499‐09439 SNAP® Heartworm RT Test 15 Tests/box Box $89.85$92.10 $94.40 $96.76 $99.1899‐29301 SNAP® Lepto Test 10 Tests/boxBox $179.90$184.40 $189.01 $193.73 $198.5899‐29849 SNAP® Lepto Test 5 Tests/boxBox $104.95$107.57 $110.26 $113.02 $115.8599‐13419 SNAP® cPL™ Test 10 Tests/box Box $189.90$194.65 $199.51 $204.50 $209.6199‐09511 SNAP® Giardia Test 15 Tests/box Box $134.85$138.22 $141.68 $145.22 $148.8599‐09214 SNAP® Parvo Test 5 Tests/box Box $68.95$70.67 $72.44 $74.25 $76.1199‐0000673 SNAP® Feline Triple® Test 30 Tests/boxBox $419.70$430.19 $440.95 $451.97 $463.2799‐0000672 SNAP® Feline Triple® Test 15 Tests/boxBox $247.35$253.53 $259.87 $266.37 $273.0399‐08354 SNAP® FIV/FeLV Combo Test 30 Tests/box Box $419.70$430.19 $440.95 $451.97 $463.2799‐08353 SNAP® FIV/FeLV Combo Test 15 Tests/boxBox $247.35$253.53 $259.87 $266.37 $273.0399‐14760 SNAP® fPL™ Test 10 Tests/boxBox $129.90$133.15 $136.48 $139.89 $143.3999‐26954 SNAP® fPL™ Test 5 Tests/box 89.95 17.99Box $89.95$92.20 $94.50 $96.87 $99.29Animal ServicesAnnual Total:Water Laboratory Services Material ID Material DescriptionUnit of Measure Year 1 Unit PriceYear 2 Unit PriceYear 3 Unit PriceYear 4 Unit PriceYear 5 Unit Price99‐0001174 SNAP® Feline proBNP Test 10 Tests/boxBox $119.90$122.90 $125.97 $129.12 $132.3599‐0001173 SNAP® Feline proBNP Test 5 Tests/box Box $72.45$74.26 $76.12 $78.02 $79.9799‐06722 SNAP® Feline Heartworm Test 15 Tests/box Box $142.35$145.91 $149.56 $153.30 $157.1399‐06721 SNAP® Feline Heartworm Test 5 Tests/boxBox $52.45$53.76 $55.11 $56.48 $57.8999‐07896 SNAP® FeLV Test 30 Tests/box Box $281.70$288.74 $295.96 $303.36 $310.9499‐07895 SNAP® FeLV Test 15 Tests/boxBox $164.85$168.97 $173.20 $177.53 $181.9699‐09330 SNAP® Foal IgG Test 10 Tests/box Box $189.90$194.65 $199.51 $204.50 $209.6199‐11863 SNAP® Foal IgG Test 5 Tests/box Box $104.95$107.57 $110.26 $113.02 $115.8599‐26306‐00 ProCyte Dx® Reagent Kit 1 KitKit $379.99$389.49 $399.23 $409.21 $419.4498‐71001‐00 ProCyte Dx® Stain Pack 1 Pack Pack $109.99$112.74 $115.56 $118.45 $121.4198‐09459‐01 VetCollect® Tubes 50 Tubes/box 35.70 0.71Box $35.70$36.59 $37.51 $38.44 $39.4198‐30011‐02 LaserCyte® CBC5R Test Kit 50 Tests/box Box$415.50$425.89 $436.53 $447.45 $458.6398‐09459‐01 VetCollect® Tubes 50 Tubes/box Box$35.70$36.59 $37.51 $38.44 $39.4198‐21181‐00 IDEXX VetTubes™ 100 Tubes/box Box$9.39$9.62 $9.87 $10.11 $10.36Annual Total: $5,015.57 $5,140.96 $5,269.48 $5,401.22 $5,536.25Animal Services ORDINANCE NO. ____________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME -RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH IDEXX DISTRIBUTION, INC. C/O IDEXX LABORATORIES, FOR DRINKING WATER COMPLIANCE TESTING AND FOR LABORATORY SERVICES AND ANIMAL TESTING MATERIALS FOR THE DENTON ANIMAL SHELTER, WHICH IS THE SOLE PROVIDER OF THESE SERVICES. IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE 252.022, 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 7133 – AWARDED TO IDEXX DISTRIBUTION, INC. C/O IDEXX LABORATORIES IN THE FIVE (5) YEAR NOT-TO-EXCEED AMOUNT OF $600,750). 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 7133 IDEXX Distribution, Inc. c/o IDEXX Laboratories $600,750 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. Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 8A1C619E-E560-4868-8448-B29F66ED21AC Contract 7133 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND IDEXX DISTRIBUTION, INC. C/O IDEXX LABORATORIES Contract 7133 THIS CONTRACT is made and entered into this date ______________________, by and IDEXX DISTRIBUTION, INC. C/O IDEXX LABORATORIES, a Massachusetts Corporation whose address is One IDEXX Drive, Westbrook, ME 04092, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products and/or services in accordance with the City’s document FILE 7133 Laboratory Testing and Materials, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit “A”); (b) City of Denton Standard Terms and Conditions (Exhibit “B”); (c) Insurance Requirements (Exhibit “C”); (d) Certificate of Interested Parties Electronic Filing (Exhibit "D"); (e) Contractor’s Proposal (Exhibit "E"); (f) Form CIQ – Conflict of Interest Questionnaire (Exhibit "F"); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as “Contract Documents.” Prohibition on Contracts with Companies Boycotting Israel Supplier acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meaning s 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: 8A1C619E-E560-4868-8448-B29F66ED21AC Contract 7133 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: 8A1C619E-E560-4868-8448-B29F66ED21AC #$%+ $'! ,,%# #$%+ $'! $' " '%)$($ & & (%&% )'(%# & &* $- %#'%$ & (%&% )'(%# & &* $* &%$# $(" &* ' %& & '' '( & (%&$* &%$# $(" &* ' Contract 7133 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $600,750. Pricing shall be per Exhibit E attached. 2. Contract Terms The contract term will be five (5) years, effective from date of award or notice to proceed as determined by the City of Denton Purchasing Department. The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months. 3. Price Escalation and De-escalation The City will implement an escalation/de-escalation price adjustment quarterly. The escalation/de- escalation will be based upon manufacturer published pricing sheets to the vendor. The price will be increased or decreased based upon the quarterly percentage change in the manufacturer’s price list. The price adjustment will be determined quarterly from the award date. Should the change exceed or decrease a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the published price change. It is the supplier or the Cities responsibility to request a price adjustment quarterly in writing. If no request is made, then it will be assumed that the bid price will be in effect. The supplier must submit or make available the manufacturers pricing sheet used to calculate the bid proposal, to participate in the escalation/de-escalation clause. Exhibit B Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton’s contract are applicable to contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City’s Procurement Department and the Supplier. No Terms and Conditions contained in the seller’s proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed DocuSign Envelope ID: 8A1C619E-E560-4868-8448-B29F66ED21AC Contract 7133 principally at the City’s premises or on public rights-of-way. 1. CONTRACTOR’S OBLIGATIONS: The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor’s Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE/TERM: Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City’s name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Contractor’s price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non-conforming deliverables. If the City has the right to inspect the Contractor’s, or the Contractor’s Subcontractor’s, facilities, or the deliverables at the Contractor’s, or the Contractor’s Subcontractor’s, premises, the Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. DocuSign Envelope ID: 8A1C619E-E560-4868-8448-B29F66ED21AC Contract 7133 Any non-complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the City’s service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Contractor’s obligations under the contract. The Contractor hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, City Staff, participants and others on or near the City’s facilities. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property. i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it’s Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, DocuSign Envelope ID: 8A1C619E-E560-4868-8448-B29F66ED21AC Contract 7133 judgments, fines, penalties and liability of every kind arising from the breach of the Contractor’s obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department’s Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Contractor’s name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor’s registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor’s invoice. C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City’s receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non-conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; DocuSign Envelope ID: 8A1C619E-E560-4868-8448-B29F66ED21AC Contract 7133 iv. damage to the property of the City or the City’s agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor’s obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failure of the Contractor to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City’s payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. 15. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor’s continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City’s right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost DocuSign Envelope ID: 8A1C619E-E560-4868-8448-B29F66ED21AC Contract 7133 of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor’s Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. 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; DocuSign Envelope ID: 8A1C619E-E560-4868-8448-B29F66ED21AC Contract 7133 iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY – TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY – DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables, or replace the non-conforming deliverables with fully conforming deliverables, at the City’s option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice DocuSign Envelope ID: 8A1C619E-E560-4868-8448-B29F66ED21AC Contract 7133 shall not impair the City’s rights under this section. D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer’s warranty, the Contractor shall transfer and assign such manufacturer’s warranty to the City. If for any reason the manufacturer’s warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturer’s warranty for the benefit of the City. 22. WARRANTY – SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the City’s rights under this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City’s evaluation of and determination to accept such defective or non-conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non-conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party’s intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of DocuSign Envelope ID: 8A1C619E-E560-4868-8448-B29F66ED21AC Contract 7133 the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor’s Offer, or in any report or deliverable required to be submitted by the Contractor to the City. 27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City’s reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor’s default, including, without limitation, cost of cover, reasonable attorneys’ fees, court costs, and prejudgment and post- judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City’s vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days’ prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the DocuSign Envelope ID: 8A1C619E-E560-4868-8448-B29F66ED21AC Contract 7133 Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR’S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. DocuSign Envelope ID: 8A1C619E-E560-4868-8448-B29F66ED21AC Contract 7133 ii. The Contractor shall provide Certificates of Insurance with the coverage’s and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor’s and all subcontractors’ insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers’ compensation coverage written by the Texas Workers’ Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The “other” insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. DocuSign Envelope ID: 8A1C619E-E560-4868-8448-B29F66ED21AC Contract 7133 xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage’s indicated within the Contract. xiv. The insurance coverage’s specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse effect on the Contractor’s ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor’s Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City’s exercise anywhere in the world of the rights associated with the City’s’ ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor’s breach of any of Contractor’s representations or warranties stated in this Contract. DocuSign Envelope ID: 8A1C619E-E560-4868-8448-B29F66ED21AC Contract 7133 In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co-counsel on the City’s behalf. Further, Contractor agrees that the City’s specifications regarding the deliverables shall in no way diminish Contractor’s warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City’s and/or its licensors’ confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, “Confidential Information”). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City’s sole or joint ownership of any such deliverables arising by virtue of the City’s sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made-for-hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made- for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work- made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. DocuSign Envelope ID: 8A1C619E-E560-4868-8448-B29F66ED21AC Contract 7133 C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Contractor’s obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Contractor shall not advertise or publish, without the City’s prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of DocuSign Envelope ID: 8A1C619E-E560-4868-8448-B29F66ED21AC Contract 7133 Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker’s compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing DocuSign Envelope ID: 8A1C619E-E560-4868-8448-B29F66ED21AC Contract 7133 of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator’s fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: New Year’s Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day DocuSign Envelope ID: 8A1C619E-E560-4868-8448-B29F66ED21AC Contract 7133 Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year’s Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph – i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, DocuSign Envelope ID: 8A1C619E-E560-4868-8448-B29F66ED21AC Contract 7133 produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Workers’ Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or DocuSign Envelope ID: 8A1C619E-E560-4868-8448-B29F66ED21AC Contract 7133 federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of DocuSign Envelope ID: 8A1C619E-E560-4868-8448-B29F66ED21AC Contract 7133 Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFP/Bid documents 3. City’s standard terms and conditions 4. Purchase order 5. Supplier terms and conditions Exhibit C INSURANCE REQUIREMENTS AND WORKERS’ COMPENSATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: x Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better . x Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. x Liability policies shall be endorsed to provide the following: Name as Additional Insured the City of Denton, its Officials, Agents, Employees DocuSign Envelope ID: 8A1C619E-E560-4868-8448-B29F66ED21AC Contract 7133 and volunteers. That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. x Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. x Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. x Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. x Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: x Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. DocuSign Envelope ID: 8A1C619E-E560-4868-8448-B29F66ED21AC Contract 7133 x Coverage B shall include personal injury. x Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: x Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. x Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. [ ] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: x any auto, or x all owned hired and non-owned autos. [X] Workers’ Compensation Insurance Contractor shall purchase and maintain Workers’ Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers’ Compensation Commission (TWCC). [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an “occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. DocuSign Envelope ID: 8A1C619E-E560-4868-8448-B29F66ED21AC Contract 7133 [ ] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. [ ] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. [ ] Environmental Liability Insurance Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this contract. [ ] Riggers Insurance The Contractor shall provide coverage for Rigger’s Liability. Said coverage may be provided by a Rigger’s Liability endorsement on the existing CGL coverage; through and Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, Rigger’s Liability Coverage form. Said coverage shall mirror the limits provided by the CGL coverage [ ] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a “blanket” basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required. [ ] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. DocuSign Envelope ID: 8A1C619E-E560-4868-8448-B29F66ED21AC Contract 7133 ATTACHMENT 1 [X] Workers’ Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner- operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the DocuSign Envelope ID: 8A1C619E-E560-4868-8448-B29F66ED21AC Contract 7133 project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and DocuSign Envelope ID: 8A1C619E-E560-4868-8448-B29F66ED21AC Contract 7133 b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor’s failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. DocuSign Envelope ID: 8A1C619E-E560-4868-8448-B29F66ED21AC Contract 7133 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: 8A1C619E-E560-4868-8448-B29F66ED21AC 7133LaboratoryTestingandMaterialsYear2Ͳ5includesa2.5%increaseoveryear1unitpriceMaterial ID Material DescriptionUnit of MeasureYear 1 Unit PriceYear 2Unit PriceYear 3Unit PriceYear 4Unit PriceYear 5Unit Price98-12973-00 WP200I GAMMA IRRAD COLILERT 100ML 200PK Cases $799.30$819.28 $839.76 $860.76 $882.2898-08877-00 WP200I-18 GAMMA IRAD COLILERT-18 200PACK Cases $909.70$932.44 $955.75 $979.65 $1,004.1499-27074 COLILERT-18 200-PACK COMBO W/ QT2000 Cases $1,303.32$1,335.90 $1,369.30 $1,403.53 $1,438.6299-27072 COLILERT-24 200-PACK COMBO W/ QT2000 Cases $1,085.60$1,112.74 $1,140.56 $1,169.07 $1,198.3098-21675-00 WQT2K QUANTI-TRAY 2000 DISPOSABLE 100/BX Cases $231.45$237.24 $243.17 $249.25 $255.4898-09227-00 WQT2KC, PRE-DISP.QT 2000 COMPARATOR Ea $28.02$28.72 $29.44 $30.17 $30.9398-11682-00 WP104 COLI P/A COMPARATOR Ea $14.68$15.05 $15.42 $15.81 $16.2098-09588-00 WV290SBST-100, 290 ML VESSEL W/NA 100-PK Cases $209.12$214.35 $219.71 $225.20 $230.8398-09221-00 WV120SBST-200, 120 ML VESSEL W/NA 200-PK Cases $146.13$149.78 $153.53 $157.37 $161.30$4,727.32 $4,845.50 $4,966.64 $5,090.81 $5,218.08Material ID Material DescriptionUnit of MeasureYear 1 Unit PriceYear 2Unit PriceYear 3Unit PriceYear 4Unit PriceYear 5Unit Price99Ͳ26193SNAP®4Dx®PlusTest30Tests/boxBox $428.70$439.42 $450.40 $461.66 $473.2099Ͳ09440SNAP®HeartwormRTTest30Tests/boxBox $149.70$153.44 $157.28 $161.21 $165.2499Ͳ09439SNAP®HeartwormRTTest15Tests/boxBox $89.85$92.10 $94.40 $96.76 $99.1899Ͳ29301SNAP®LeptoTest10Tests/boxBox $179.90$184.40 $189.01 $193.73 $198.5899Ͳ29849SNAP®LeptoTest5Tests/boxBox $104.95$107.57 $110.26 $113.02 $115.8599Ͳ13419 SNAP®cPL™Test10Tests/boxBox $189.90$194.65 $199.51 $204.50 $209.6199Ͳ09511SNAP®GiardiaTest15Tests/boxBox $134.85$138.22 $141.68 $145.22 $148.8599Ͳ09214SNAP®ParvoTest5Tests/boxBox $68.95$70.67 $72.44 $74.25 $76.1199Ͳ0000673SNAP®FelineTriple®Test30Tests/boxBox $419.70$430.19 $440.95 $451.97 $463.2799Ͳ0000672SNAP®FelineTriple®Test15Tests/boxBox $247.35$253.53 $259.87 $266.37 $273.0399Ͳ08354 SNAP®FIV/FeLVComboTest30Tests/boxBox $419.70$430.19 $440.95 $451.97 $463.2799Ͳ08353SNAP®FIV/FeLVComboTest15Tests/boxBox $247.35$253.53 $259.87 $266.37 $273.0399Ͳ14760SNAP®fPL™Test10Tests/boxBox $129.90$133.15 $136.48 $139.89 $143.3999Ͳ26954 SNAP®fPL™Test5Tests/box89.9517.99Box $89.95$92.20 $94.50 $96.87 $99.29Animal ServicesAnnual Total:Water Laboratory ServicesDocuSign Envelope ID: 8A1C619E-E560-4868-8448-B29F66ED21AC Material ID Material DescriptionUnit of MeasureYear 1 Unit PriceYear 2Unit PriceYear 3Unit PriceYear 4Unit PriceYear 5Unit Price99Ͳ0001174SNAP®FelineproBNPTest10Tests/boxBox $119.90$122.90 $125.97 $129.12 $132.3599Ͳ0001173SNAP®FelineproBNPTest5Tests/boxBox $72.45$74.26 $76.12 $78.02 $79.9799Ͳ06722SNAP®FelineHeartwormTest15Tests/boxBox $142.35$145.91 $149.56 $153.30 $157.1399Ͳ06721SNAP®FelineHeartwormTest5Tests/boxBox $52.45$53.76 $55.11 $56.48 $57.8999Ͳ07896SNAP®FeLVTest30Tests/boxBox $281.70$288.74 $295.96 $303.36 $310.9499Ͳ07895SNAP®FeLVTest15Tests/boxBox $164.85$168.97 $173.20 $177.53 $181.9699Ͳ09330SNAP®FoalIgGTest10Tests/boxBox $189.90$194.65 $199.51 $204.50 $209.6199Ͳ11863SNAP®FoalIgGTest5Tests/boxBox $104.95$107.57 $110.26 $113.02 $115.8599Ͳ26306Ͳ00ProCyteDx®ReagentKit1KitKit $379.99$389.49 $399.23 $409.21 $419.4498Ͳ71001Ͳ00ProCyteDx®StainPack1PackPack $109.99$112.74 $115.56 $118.45 $121.4198Ͳ09459Ͳ01VetCollect®Tubes50Tubes/box35.700.71Box $35.70$36.59 $37.51 $38.44 $39.4198Ͳ30011Ͳ02LaserCyte®CBC5RTestKit50Tests/box Box$415.50$425.89 $436.53 $447.45 $458.6398Ͳ09459Ͳ01VetCollect®Tubes50Tubes/boxBox$35.70$36.59 $37.51 $38.44 $39.4198Ͳ21181Ͳ00IDEXXVetTubes™100Tubes/boxBox$9.39$9.62 $9.87 $10.11 $10.36AnnualTotal: $5,015.57 $5,140.96 $5,269.48 $5,401.22 $5,536.25Animal ServicesDocuSign Envelope ID: 8A1C619E-E560-4868-8448-B29F66ED21AC Exhibit CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Sec tion 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date DocuSign Envelope ID: 8A1C619E-E560-4868-8448-B29F66ED21AC Certificate Of Completion Envelope Id: 8A1C619EE56048688448B29F66ED21AC Status: Sent Subject: Please DocuSign: City Council Contract 7133 - Laboratory Testing and Materials Source Envelope: Document Pages: 33 Signatures: 5 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 9/20/2019 10:38:30 AM Holder: Suzzen Stroman suzzen.stroman@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Suzzen Stroman suzzen.stroman@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 129.120.6.150 Sent: 9/20/2019 11:09:54 AM Viewed: 9/20/2019 11:10:03 AM Signed: 9/20/2019 11:10:04 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: 9/20/2019 11:10:06 AM Viewed: 9/20/2019 3:10:48 PM Signed: 9/20/2019 3:33:57 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: 172.56.6.235 Signed using mobile Sent: 9/20/2019 3:34:00 PM Viewed: 9/20/2019 3:49:12 PM Signed: 9/20/2019 3:50:49 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Amanda Nowinski Amanda-Nowinski@idexx.com Inside Sales Account Manager I Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 165.225.39.0 Sent: 9/20/2019 3:50:51 PM Resent: 9/24/2019 8:06:54 PM Resent: 9/25/2019 10:31:06 AM Resent: 9/25/2019 8:17:20 PM Viewed: 9/20/2019 3:53:59 PM Signed: 9/26/2019 6:27:58 AM Electronic Record and Signature Disclosure: Accepted: 9/20/2019 3:53:59 PM ID: b37ce4af-927a-4960-959f-332240cd83ea Signer Events Signature Timestamp Tiffany Thomson Tiffany.Thomson@cityofdenton.com Director of Customer Service Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 9/26/2019 6:28:01 AM Viewed: 9/26/2019 8:49:52 AM Signed: 9/26/2019 8:50:35 AM Electronic Record and Signature Disclosure: Accepted: 9/26/2019 8:49:52 AM ID: 540038fb-2aa8-480c-84ce-e35b16eeb2bb Deborah Viera Deborah.Viera@cityofdenton.com Assist. Director Environmental Services Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 9/26/2019 6:28:01 AM Viewed: 9/26/2019 9:55:21 AM Signed: 9/26/2019 9:56:36 AM Electronic Record and Signature Disclosure: Accepted: 9/26/2019 9:55:21 AM ID: c019396e-d9e4-4244-bcd3-e74375e73961 Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 9/26/2019 9:56:39 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman Todd.Hileman@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/25/2017 11:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Ierson Signer Events Signature Timestamp Editor DeliverI Events Status Timestamp Igent DeliverI Events Status Timestamp IntermediarI DeliverI Events Status Timestamp Certified DeliverI Events Status Timestamp CarIon CopI Events Status Timestamp CarIon CopI Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 9/20/2019 11:10:06 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: 9/20/2019 11:10:06 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 Randi Weinberg Randi.Weinberg@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Fritz Schwalm Fritz.Schwalm@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Iitness Events Signature Timestamp IotarI Events Signature Timestamp Envelope SummarI Events Status Timestamps Envelope Sent Hashed/Encrypted 9/26/2019 9:56:39 AM IaIment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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. !'%$# $%# #'(% &!$&(%%'$# %' & %'$ "#$) #& #* $"&$# $% %$ !"# 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 19-2339,Version:1 AGENDA CAPTION Consider approval of a resolution approving the issuance of revenue bonds by the Colorado Health Facilities A uthority on behalf of the Evangelical Lutheran Good Samaritan Society in an aggregate principal amount not to exceed $14,500,000;recognizing that the City of Denton is not responsible for issuing the revenue bonds and has no financial obligation to pay any principal of or interest on the revenue bonds;making certain findings in connection therewith;and providing an effective date. City of Denton Printed on 10/10/2019Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Finance CFO: Antonio Puente, Jr. DATE: October 15, 2019 SUBJECT Consider approval of a resolution approving the issuance of Revenue Bonds by the Colorado Health Facilities Authority on behalf of the Evangelical Lutheran Good Samaritan Society in an aggregate principal amount not to exceed $14,500,000; recognizing that the City of Denton is not responsible for issuing the Revenue Bonds and has no financial obligation to pay any principal of or interest on the Revenue Bonds; making certain findings in connection therewith; and providing an effective date. BACKGROUND The Colorado Health Facilities Authority (the “Issuer”) proposes, on behalf of the Evangelical Lutheran Good Samaritan Society (the Society) to issue revenue bonds (the “Bonds”) pursuant to Article 25, Title 25 of Colorado Revised Statutes (the “Act”). A portion of the Bond proceeds in an amount not to exceed $6,500,000 will be used to finance or refinance the Society’s senior living and senior care facility located at Good Samaritan Society- Denton Village, 2500 Hinkle Drive, Denton, Texas,76201 and in an amount not to exceed $4,000,000 will be used to finance or refinance the Society’s senior living and senior care facility located at Good Samaritan Society- Lake Forest Village, 3901 Montecito Drive, Denton, Texas, 76210 (collectively, the “Project”). The remaining principal amount of the Bond proceeds not to exceed $4,000,000 will be used to finance or reimburse the costs of remodeling, renovating, furnishing and equipping Lake Forest Village and Denton Village. Evangelical Lutheran Good Samaritan Society is a North Dakota nonprofit corporation exempt from taxation under Section 501(c) (3) of the Internal Revenue Code of 1986. Section 147(f) of the Internal Revenue Code of 1986 (the “Code”) requires the Issuer to obtain a consent to the financing from a governmental unit within which such health facilities are located. The Project is being financed with bond proceeds and is located within the jurisdiction of the City of Denton, Texas. Therefore, pursuant to the Code, the City of Denton’s consent is required prior to the Project’s financing. Consent is required solely for the purpose of satisfying the Code and to enable the Issuer to proceed with the proposed financing of the Project with tax exempt bonds. In accordance with the Code, a Notice of Public Hearing was published in the Denton Record Chronicle on September 27, 2019. The Public Hearings were held within the City of Denton at 2500 Hinkle Drive, Denton, Texas 76201, 10:00 a.m. on October 4, 2019. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com RECOMMENDATION Staff recommends approval of the resolution. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On July 18, 2017, the City Council approved Resolution 2017-025 approving the issuance of an amount not to exceed $5,100,000 that was used to finance or refinance the Good Samaritan Society facilities Lake Forest Village and Denton Village. On June 16, 2015, the City Council approved Resolution 2015-024 approving the issuance of an amount not to exceed $4,200,000 that was used to finance the acquisition, construction, improvement and equipping of home health operations at the ARC Home Healthcare. On August 20, 2013, the City Council approved Resolution 2013-024 approving the issuance of an amount not to exceed $800,000 that was used to finance the acquisition, construction, improvement and equipping of skilled nursing facility upgrades at the Good Samaritan Society – Lake Forest Village. On May 18, 2004, the City Council approved Resolution 2004-024 approving the refunding of approximately $6,950,000 in outstanding Denton Health Facilities Development Corporation’s Health Facilities Refunding Revenue Bonds (The Evangelical Lutheran Good Samaritan Society Project) Series 1993 and 1994, which reflected a series of refundings of the original debt. This was used to finance the acquisition, construction, improvement and equipping of 188 retirement apartments and a 60 bed long-term care facility at the Lake Forest Good Samaritan Village and 77 retirement apartments and a 92 bed long- term care facility at the Denton Good Samaritan Village. FISCAL INFORMATION The Bonds will be payable solely from revenues of the Society and the City of Denton will have no obligation whatsoever for payment of the Bonds, nor shall any of its assets be pledged for payment for the Bonds. EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Letter from Chapman and Cutler LLP Exhibit 3 – Public Hearing Notice & Minutes Exhibit 4 – Letter from City’s Bond Counsel Exhibit 5 – Resolution Respectfully submitted: David Gaines, 349-8260 Director of Finance Prepared by: Nancy Towle Treasury Manager Amy Cobb Curran Partner 111 West Monroe Street Chicago, Illinois 60603 T 312.845.3842 F 312.516.1842 curran@chapman.com Sanford 2019 - Letter to Denton, Texas 4812-3402-1799 v1 1130244 September 23, 2019 Antonio Puente, Jr. Chief Financial Officer City of Denton, Texas 215 E. McKinney Street Denton, TX 76201 Re: Sanford/Good Samaritan 2019 Dear Antonio: As counsel to The Evangelical Lutheran Good Samaritan Society (the “Society”), I am writing to request that the City of Denton, Texas provide host jurisdiction approval under Section 147(f) of the Internal Revenue Code, as amended, regarding tax-exempt bonds (the “Bonds”) to be issued by the Colorado Health Facilities Authority for the benefit of the Society. The purposes for which proceeds of the Bonds will be used are described in the Notice of Public Hearing provided simultaneously with this request. Please feel free to call or email me if you have any questions regarding this request. Best Regards, Amy Cobb Curran Sanford 2019 - City of Denton TEFRA Notice 4817-8302-1734 v3 1130574 NOTICE OF PUBLIC HEARING Notice is hereby given that a public hearing, as required by Section 147(f) of the Internal Revenue Code of 1986, as amended (the “Code”), will be held by the City of Denton, Texas, on October 4, 2019, at 10:00 a.m. local time, or as soon thereafter as the matter can be heard, at Good Samaritan Society – Denton Village, 2500 Hinkle Drive, Denton, Texas, regarding the proposed issuance by the Colorado Health Facilities Authority (the “Authority”) of its revenue bonds in one or more series in an aggregate principal amount not to exceed $480,000,000 (the “Series 2019 Bonds”). The proceeds of the Series 2019 Bonds will be loaned to Sanford, a North Dakota nonprofit corporation and an organization described in Section 501(c)(3) of the Code (“Sanford”). The proceeds of the Series 2019 Bonds will be applied, together with other available funds, (a) in a principal amount not to exceed $65,000,000, to refund all or a portion of the outstanding $70,565,000 original principal amount South Dakota Health and Educational Facilities Authority Revenue Bonds, Series 2009 (Sanford Health) (the “Sanford Series 2009 Bonds”); (b) in a principal amount not to exceed $45,000,000, to refinance indebtedness of The Evangelical Lutheran Good Samaritan Society (“Good Samaritan”), a North Dakota nonprofit corporation and an organization described in Section 501(c)(3) of the Code (the “Bank Loans”); (c) in a principal amount not to exceed $350,000,000, to refinance a portion of a loan (the “Acquisition Bridge Loan”), the proceeds of which were used by Sanford to acquire a controlling membership interest in Good Samaritan for an acquisition price in an amount necessary to redeem a portion of the (i) $169,955,000 original principal amount Colorado Health Facilities Authority Health Facilities Revenue Bonds (The Evangelical Lutheran Good Samaritan Society Project) Series 2012 (the “Series 2012 Bonds”), (ii) $63,675,000 original principal amount Colorado Health Facilities Authority Health Facilities Revenue Bonds (The Evangelical Lutheran Good Samaritan Society Project) Series 2013 (the “Series 2013 Bonds”), (iii) $204,290,000 original principal amount Colorado Health Facilities Authority Health Facilities Revenue and Revenue Refunding Bonds (The Evangelical Lutheran Good Samaritan Society Project) Series 2015A (the “Series 2015 Bonds”) and (iv) $220,720,000 original principal amount Colorado Health Facilities Authority Health Facilities Revenue and Revenue Refunding Bonds (The Evangelical Lutheran Good Samaritan Society Project) Series 2017 Bonds (the “Series 2017 Bonds”), all previously issued for the benefit of Good Samaritan; (d) in a principal amount not to exceed $10,000,000, to refund all or a portion of the outstanding $9,309,427.76 original principal amount Morton County, North Dakota Nursing Facilities Revenue Refunding Bonds (Sanford Living Centers Project), Series 2014C (the “Sanford Series 2014C Bonds”) and $2,137,912.42 original principal amount Morton County, North Dakota Nursing Facilities Revenue Refunding Bonds (Sanford Living Centers Project), Series 2014E (the “Sanford Series 2014E Bonds” and, together with the Sanford Series 2014C Bonds, the “Sanford Series 2014 Bonds”), (e) in a principal amount not to exceed $10,000,000, to finance or reimburse the cost of remodeling, renovating, furnishing and equipping certain of Sanford’s or Good Samaritan’s (or any tax-exempt affiliate thereof) health care and/or senior living facilities located in several jurisdictions throughout the United States, including in the City of Denton; (f) to pay a portion of the interest on the Series 2019 Bonds, if deemed necessary or advisable by the Authority or Sanford; (g) to provide working capital, if deemed necessary or advisable by the Authority or Sanford; (h) to fund a debt service reserve fund, if deemed necessary or advisable by the Authority or Sanford; and (i) to pay certain expenses incurred in connection with the issuance of the Series 2019 Bonds (collectively, the “Financing Purposes”). Public approval by each local jurisdiction has been or will be obtained following a public notice and public hearing regarding the Series 2019 Bonds and the facilities financed and/or refinanced in that local jurisdiction. A portion of the proceeds of the Series 2019 Bonds (a) in a principal amount not to exceed $6,500,000 will be used to refinance the Bank Loans, a portion of the proceeds of which were spent at Good Samaritan Society – Denton Village (“Denton Village”), a senior living facility owned by Good Samaritan and located at 2 500 Hinkle Drive, Denton, Texas, (b) in a principal amount not to exceed $4,000,000 will be used to refinance the Acquisition Bridge Loan, a portion of the proceeds of which were spent at Good Samaritan Society – Lake Forest Village (“Lake Forest Village”), a senior living facility owned by Good Samaritan and located at 3901 Montecito Drive, Denton, Texas, and Denton Village, and (c) in a principal amount not to exceed $4,000,000 will be used to finance or reimburse the costs of remodeling, renovating, furnishing and equipping Lake Forest Village and Denton Village. The proceeds of the Series 2012 Bonds were used, among other things, to finance and refinance the costs of the acquisition, construction, improvement and equipping of certain skilled nursing facilities and other health care and senior living facilities owned and operated by Good Samaritan, fund a debt service reserve fund and pay costs of issuance. The proceeds of the Series 2013 Bonds were used, among other things, to finance and refinance the costs of the acquisition, construction, improvement and equipping of certain skilled nursing facilities and other health care and senior living facilities owned and operated by Good Samaritan, including at Lake Forest Village and Denton Village described above, fund a debt service reserve fund and pay costs of issuance. The proceeds of the Series 2015 Bonds were used, among other things, to finance and refinance the costs of the acquisition, construction, improvement and equipping of certain skilled nursing facilities and other health care and senior living facilities owned and operated by Good Samaritan, fund a debt service reserve fund and pay costs of issuance. The proceeds of the Series 2017 Bonds were used, among other things, to finance and refinance the costs of the acquisition, construction, improvement and equipping of certain skilled nursing facilities and other health care and senior living facilities owned and operated by Good Samaritan, including at Lake Forest Village and Denton Village described above, fund a debt service reserve fund and pay costs of issuance. The proceeds of the Sanford Series 2009 Bonds were used, among other things, to pay or reimburse Sanford and its affiliates for the payment of the costs of acquiring, constructing, renovating, remodeling and equipping certain of the health facilities owned and operated by Sanford or its affiliates. The proceeds of the Sanford Series 2014 Bonds were used, among other things, to refinance indebtedness used to finance or reimburse the cost of the acquisition, construction, expansion, remodeling, renovation, furnishing and equipping of skilled nursing facilities owned and operated by Sanford Living Centers, an affiliate of Sanford. The Bank Loans were used, among other things, to finance, refinance indebtedness used to finance, or reimburse the cost of the acquisition, construction, expansion, remodeling, renovation, furnishing and equipping of senior living facilities owned and operated by Good Samaritan or its affiliates, including at Denton Village described above. All property and facilities to be financed or refinanced with the proceeds of the Series 2019 Bonds have been and will be owned and operated by Sanford, Good Samaritan or a tax-exempt affiliate thereof. The Series 2019 Bonds will constitute special limited obligations of the Authority payable solely from amounts received by the Authority pursuant to a loan agreement between the Authority and Sanford. The City of Denton will not issue the Series 2019 Bonds, nor will the City of Denton nor the State of Texas have any liability with respect to the Series 2019 Bonds or the sale or offering thereof. Interested persons wishing to express their views on the issuance of the Series 2019 Bonds or on the nature and location of the health care and/or senior living facility in the City of Denton proposed to be financed or refinanced may attend the public hearing or, prior to the time of the hearing, submit written comments. Additional information concerning the above matter may be obtained from and written comments should be addressed to the Administrator of Denton Village at Good Samaritan Society – Denton Village, 2500 Hinkle Drive, Denton, Texas 76201. NOTICE DATED: September 27, 2019. September 27, 2019 Mr. Aaron Leal City Attorney City of Denton 215 E. McKinney St. Denton, Texas 76201 RE: City of Denton, Texas Liability for Approval of Tax-Exempt Bonds for The Evangelical Lutheran Good Samaritan Society Dear Mr. Leal: The Colorado Health Facilities Authority (the "Colorado Authority") has requested that the City of Denton, Texas (the "City") provide "host approval" under Section 147(f) of the Internal Revenue Code of 1986, as amended in connection with the issuance of tax-exempt health facility revenue bonds (the "Bonds") pursuant to Article 25, Title 25 of Colorado Revised Statutes on behalf of The Evangelical Lutheran Good Samaritan Society, a North Dakota non-profit corporation, headquartered in Sioux Falls, South Dakota (the "Society"). We understand that, under this plan of finance, the Bonds will be issued in an aggregate principal amount not to exceed $480,000,000, of which a not-to-exceed amount of $14,500,000 is or may be used as follows: (i) a principal amount not to exceed $6,500,000 will be used to refinance certain bank loans, a portion of the proceeds of which were spent at Good Samaritan Society – Denton Village ("Denton Village"), a senior living facility owned by the Society and located at 2500 Hinkle Drive, Denton, Texas, (ii) a principal amount not to exceed $4,000,000 will be used to refinance a bank loan, a portion of the proceeds of which were spent at Good Samaritan Society – Lake Forest Village ("Lake Forest Village" and, together with Denton Village, the "Denton, Texas Facilities"), a senior living facility owned by the Society and located at 3901 Montecito Drive, Denton, Texas, and Denton Village, (iii) a principal amount not to exceed $4,000,000 will be used to finance or reimburse the costs of remodeling, renovating, furnishing and equipping Lake Forest Village and Denton Village, (iv) provide working capital for the Denton, Texas Facilities, (v) establish a reserve fund for the Bonds, and (vi) pay certain costs of issuing the Bonds and of financing the Denton, Texas Facilities. We also understand that the remainder of the proceeds of the Bonds will be used to finance and refinance facilities of the Society and of Sanford, a North Dakota non-profit corporation ("Sanford") in various locations outside of the City, and fund working capital for the Society and Sanford, a reserve fund for the Bonds and costs of issuing the Bonds and other financing costs. September 27, 2019 Page 2 City staff has asked whether the City will incur any liability for the Bonds if the City approves the issuance of the Bonds as described above. The Bonds are not obligations of the City and the City is not liable for the payment of the principal of or interest on the Bonds. This letter is not intended for the benefit of any person or entity other than the City, and no party other than the City is entitled to rely upon it for any purposes whatsoever without our prior written consent. Sincerely yours, McCall, Parkhurst & Horton L.L.P. By: Gregory C. Schaecher City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2360,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 for vending machine services for the City;and providing an effective date (RFP 7026 -awarded to Supreme Food Services,dba Vend Pro Refreshment Services,for a three (3)year term, with the option for two (2) additional one (1) year extensions, in the total five (5) year term). City of Denton Printed on 10/10/2019Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance CFO: Antonio Puente, Jr. DATE: October 15, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract for vending machine services for the City; and providing an effective date (RFP 7026 - awarded to Supreme Food Services, dba Vend Pro Refreshment Services, for a three (3) year term, with the option for two (2) additional one (1) year extensions, in the total five (5) year term). RFP INFORMATION/BACKGROUND The City has 52 vending machines located at various City facilities. This contract is for providing state-of– the-art current model vending machines for beverages/snacks and maintenance services in the designated locations throughout the City. The vendor provides machines free of charge with no lease or monthly charges, these machines will remain vendor property and will be returned to the vendor upon contract expiration or termination. Additional machines may be added any time at the City’s request. The City will receive 10% commission on all vending sales. Based on previous year sales, the expected commission is approximately $5,000 to $6,000 per year. The commissions received will be used to offset the allocation to the Procurement & Compliance division. Requests for Proposals were sent to 608 prospective suppliers of this item. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. Two (2) proposals were received and evaluated based upon published criteria including qualifications, Experience, financial capacity, performance standards, and price. Based upon this evaluation, Vend Pro was ranked the highest and determined to be the best value for the City. RECOMMENDATION Award a contract with Supreme Food Services, dba Vend Pro Refreshment Services, for the supply of vending machine services for the City, for three (3) years, with the option for two (2) additional one (1) year extensions, in the total five (5) years). PRINCIPAL PLACE OF BUSINESS Supreme Food Services, dba Vend Pro Refreshment Services Irving, TX City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com ESTIMATED SCHEDULE OF PROJECT This is an initial three (3) year contract with options to extend the contract for two (2) additional one (1) year periods, with all terms and conditions remaining the same. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Pricing Evaluation Exhibit 3: Ordinance and Contract Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Cassey Ogden 940-349-7100 Legal point of contact: Mack Reinwand at 940-349-8333. Respondent's Company Name:Trust Vending dba VendPro Accent Food Principal Place of Business (City and State):Irving, TX Farmers Branch, TX Qualifications and Capabilities 15 10 Experience and References 9 9 Financial Capacity 17 9 Performance Standards/Guarantee 24 15 Price- cost of products 15 14 Price - commission 15 10 Total:95 66 Exhibit 2 IFB 7026 - Pricing Evaluation for Temporary Labor Services Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 3E3B2B70-4F2C-4B46-B17D-022B2B3C19EA RFP Vending Machines Yes Lori Hewell 7026 Vending & Office Coffee Services Agreement This VENDING AGREEMENT, which consists of this Vending & Coffee Service Agreement and Request for Proposals #7026 which is incorporated herein by reference, (collectively, Agreement), is entered into between the undersigned Client (City of Denton), and Supreme Food Services, dba Vend Pro Refreshment Services (Vend Pro), who, in consideration of the promises contained herein, agree as follows: 1) Vend-Pro Responsibilities: Client grants to Vend Pro, as an independent contractor, the exclusive right to provide and install Vending, Water, and Coffee related equipment (Equipment) to dispense food, beverages, snacks, ice cream, water, coffee or other related products supplied by Vend Pro (Products) at the sites and facilities described on the exhibit C (Locations). Vend Pro will install, maintain and service the Equipment in a sanitary manner in accordance with industry standards and all federal, state and local laws. As Client needs evolve during the Agreement, or in the event that a piece of Equipment is not generating an appropriate volume of Net Sales Vend Pro may, change or remove Equipment types or styles, with the written approval of the client. 2) Client Responsibilities: The Client will furnish Vend Pro with the necessary space, trash removal, extermination services, water, electrical, drain as may be required to permit the sanitary operation of the services. Client will maintain and service the areas around the Equipment in a sanitary manner in accordance with industry standards and all federal, state and local laws. Vend Pro will make all final connection to the Equipment. Client will provide Vend Pro employees and/or contractors the necessary access and sufficient time to properly service and maintain the Equipment. Client has no right, title or interest in the Equipment or Products, and shall not assert or disturb rights, title or interest to any Equipment, Inventory or other property furnished or installed by Vend Pro on the premises. Client shall not operate, remove or tamper with such Equipment, Products or other property. To the extent authorized by the laws of the State of Texas, Client shall be responsible for any damage to the Equipment caused by willful or negligent acts or omissions on Client, its agents or employees. 3) Minimum Purchase: Client has selected a (glass and airpot) brewer which has a coffee and related products minimum purchase amount of ($100) per month. Should Client fall short of the specified monthly minimum, Client agrees to subsidize the difference and make equal to ($100) for the term of this agreement. Additionally, Client has selected a (water cooler) which is free with purchase of 5-gallon units. 4) Payment Terms: Any products or services purchased by Client shall be invoiced by Vend-Pro. Client terms are Net Due upon invoice receipt via Client’s option of check, credit card or electronic funds transfer into an account designated by Vend-Pro. Invoices not paid within (30) days of invoice date are subject to a service charge calculated at the lower of 1.5% per month, or the maximum rate permitted by state jurisdiction. DocuSign Envelope ID: 3E3B2B70-4F2C-4B46-B17D-022B2B3C19EA 5) INDEMNIFICATION: TO THE EXTENT AUTHORIZED BY THE LAWS OF THE STATE OF TEXAS, EACH PARTY SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE OTHER FROM ANY AND ALL LOSSES, DAMAGES OR EXPENSES, INCLUDING REASONABLE ATTORNEY FEES ARISING OUT OF OR RESULTING FROM CLAIMS OR ACTIONS FOR BODILY INJURY, DEATH, SICKNESS, PROPERTY DAMAGE, ANY BREACH OR DEFAULT HEREUNDER, OR OTHER INJURY OR DAMAGE IF CAUSED BY ANY NEGLIGENT ACT OR OMISSION OF SUCH PARTY (EXCEPT TO THE EXTENT CAUSED BY THE NEGLIGENT ACT OR OMISSION OF THE OTHER PARTY, ITS EMPLOYEES OR AGENTS). NOTIFICATION OF AN EVENT GIVING RISE TO AN INDEMNIFICATION CLAIM MUST (A) BE RECEIVED BY THE INDEMNIFYING PARTY NO LATER THAN (10) DAYS AFTER THE PARTY TO BE INDEMNIFIED RECEIVES NOTICE OF THE CLAIM OR LAWSUIT ACCOMPANIED BY COPIES OF THE SUMMONS, COMPLAINT OR OTHER RELEVANT DOCUMENTS RELATING TO THE CLAIM OR LAWSUIT; AND (B) INCLUDE A BRIEF FACTUAL SUMMARY OF THE DAMAGE AND CAUSE THEREOF. INDEMNIFICATION HEREUNDER IS EXPRESSLY SUBJECT TO, AND CONDITIONED UPON, COMPLIANCE WITH THE FOREGOING NOTICE PROVISIONS. 6) Insurance: Vend Pro shall obtain and maintain insurance for the follo wing risks in such amounts under such policies as appropriate: General Liability, Business Automobile and Workers Compensation (as prescribed by state laws). Client shall obtain and maintain insurance for the Premises against risks covered by standard for ms of fire, theft and extended coverage in such amounts under such policies as appropriate. 7) Term: The term of this Agreement shall be for three (3) years beginning on the Effective Date, which is the date upon which Vend-Pro begins Services set forth on the signature page and thereafter shall automatically renew for two (1) year periods, unless sooner terminated as provided herein. 8) Non-Appropriation Clause The terms of this Contract and any purchase order issued for multiple years under this Contract are contingent upon sufficient appropriations being made by the applicable government entity. Notwithstanding any language to the contrary in this Contract, or any other Contract Document, the City of Denton may terminate its obligations under this Contract if sufficient appropriations are not made by the appropriate governing entity to pay amounts due for multiple year agreements. The decision as to whether sufficient appropriations are available shall be accepted by, and be final and binding on, the Vendor. 9) Default and Termination: If either party shall refuse, fail or be unable to perform or observe any of the terms or conditions of this Agreement for any reason, then the party claiming such failure shall give the other party a written notice citing the specifics of such breach. Such notice shall include copies of any and all documented failures prior to such notice date. If, within sixty (60) days from such notice, the failure has not been corrected, the non-breaching party may terminate this Agreement effective thirty (30) days after the end of su ch sixty (60) day period. 10) Proprietary Marks: Client acknowledges that the names, logos, service marks, trademarks, trade dress, trade names and patents, whether registered or not, now or hereafter owned by or licensed to Vend-Pro or its affiliated and DocuSign Envelope ID: 3E3B2B70-4F2C-4B46-B17D-022B2B3C19EA parent companies are proprietary Marks of Vend Pro, and Client will not use the Marks for any purpose except as expressly permitted in writing by Vend Pro. Upon termination of this Agreement, Client shall (a) immediately and permanently discontinue the use and display of any Marks, and (b) immedia tely remove and deliver at Vendor’s sole expense to Vend Pro all goods bearing any Marks. 11) Assignment: Either party may assign or sub-contract this Agreement to an affiliated business entity without the prior written consent of the other party. This Agreement shall be binding upon the parties’ successors and assigns. 12) Entire Agreement: This Agreement, Request for Proposals #7026, and the exhibit(s) attached hereto constitutes the entire Agreement and understanding between the parties relating to the subject matter herein, and supersedes all other arrangements between the parties with respect thereto. Except as otherwise noted, this Agreement may not be changed without a written amendment signed by an authorized representative of each party. 13) Notices: Unless otherwise stated, the parties shall be noticed at th e addresses listed below, or to any other address as designated by one party upon notice to the other party. All notices to be given under this Agreement shall be in writing and shall be served either personally by deposit with an overnight courier with c harges prepaid, or by deposit in the United States mail, first-class postage prepaid by registered or certified mail. Any such notices shall be deemed to have been given (a) upon delivery in the case of personal delivery; (b) upon the first business day following facsimile receipt; (c) one (1) business day after deposit with an overnight courier; or (d) three (3) business days after deposit in the United States mail. Effective Date: 9/ /2019 Client: _City of Denton ____________ Vend-Pro Refreshment Services A Texas Municipal Corporation By: ____________________________ Karla Price Printed Name Printed Name ____________________________ _____________________________ Signature Signature ____________________________ Sr. Business Development Manager Title Title DocuSign Envelope ID: 3E3B2B70-4F2C-4B46-B17D-022B2B3C19EA Client Address – Notices To: Vend-Pro Address – Notices To: ____________________________ VendPro ____________________________ 2030 Century Center Blvd. Suite “A” ____________________________ Irving, Texas 75062 ATTEST: ROSA RIOS, CITY SECRETARY By: __________________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY By: ___________________________________ DocuSign Envelope ID: 3E3B2B70-4F2C-4B46-B17D-022B2B3C19EA Purchasing Denton, TX 76209 901-B Texas St Exhibit “A” Commissions & Equipment 1) Commission Arrangements: Commissions shall be computed quarterly based upon Net Vending Sales on Client Premises. The Report detailing Commissions due Client will accompany payment which shall be forwarded within ten (10) days of quarter end. Net Vending Sales are defined as the collected retail sales - less sales taxes, returns and spoilage. No Commission is paid on Cold Food Machines. Payment of Commissions will be made to the Client at the Notice Address on the signature page of this Agreement. The Commission Rates and prices are based in part, on population, hours of operation, other conditions such as projected usage, labor costs, product costs, fuel costs, federal, state and local tax structure, and any other levy or tax that impacts Vend Pro’s services and costs (Factors). If there are changes in the Factors, Vend Pro may modify the Commission Rates and/or Retail Prices, which shall be noted on the Commission Statements. All damages caused by City of Denton, it’s employees and agents, to vending machines and equipment will be deducted from Clients commissions after providing an invoice for the repair of the damage to the City of Denton and providing 30 days for City of Denton to contest the cause of damage or cost of repa ir. Commission 10% Reference RFP #7026 details Exhibit 1 2) Equipment Arrangements: Vend Pro will Deliver and Install the following Equipment. Snack Vending 21 Drink Vending 24 Water Cooler or Machine 3 Coffee Service 1 (3 burners) Ice Cream 1 Fresh Food 1 DocuSign Envelope ID: 3E3B2B70-4F2C-4B46-B17D-022B2B3C19EA Exhibit “B” Pricing – Drinks & Snacks Reference RFP #7026 Document: Product Prices in machines may be adjusted by Vend Pro Quarterly, as needed to reflect manufacturer price changes, fuel costs, tax changes or labor cost changes. Vend Pro will inform and work closely with the Client regarding implementation of Price Changes subject to terms of RFP. Product Selection will periodically change based on seasonal changes, new items available, special requests and/or sales pattern evolution. Reference RFP #7026 Document – copy below: Reference RFP #7026 document: ▪ Our pricing will remain firm for 1 year per the RFP request. ▪ Pricing will be subject to increases after that, but within requirements of RFP. e.g., increases in Producer Price Index, Department of Labor and/or Bureau of Labor Statistics, not to exceed 8% for any individual year, etc. Product Description UOM Item # BEVERAGES (Lower Pricing preferred by City.)Price in $Ext Total Percentage Commission to be paid to City for Beverages Ext Total 1 20 oz Soft Drinks (All Major brands accepted)EA 1.75 10% 2 20 oz Bottled Water EA 1.75 10% 3 20 oz Gatorade EA 2.00 10% 4 Cold Coffee Beverages EA 3.00 10% 5 16 oz Monster EA 3.00 10% 6 8 OZ Red Bull EA 3.00 10% 7 100% Juice EA 2.50 10% Item # SNACKS (Lower pricing prefered by City) UOM Price in $Ext Total Percentage Commission to be paid to City for snacks Ext Total 8 Chips (Large bags of all Major Brands)EA 1.25 10% 9 Candy Items EA 1.25 10% 10 Cookies EA 1.25 10% 11 Pastry EA 1.25 10% 12 Nuts EA 1.25 10% 13 Gum & Mints EA 0.80 10% Prices & commission based upon 27 current locations and 16 proposed location. DocuSign Envelope ID: 3E3B2B70-4F2C-4B46-B17D-022B2B3C19EA Exhibit “C” Locations Total Machines 24 21 1 3 1 1 Prime Location Public Access Staff Bev Snack Coffee Water Station or Machine Ice Cream Fresh Food Vending City Hall Main High YES 250 1 1 City Hall Accounting Floor High NO 35 1 1 City Hall East Tech Center High YES 250 1 1 w/ 3 burners City Hall East Customer Serv/HR High YES 250 1 1 City Hall East Police & Courts High YES 250 1 1 DME Systems Operations Bldg Break room NO 75+1 1 DME Engineering Bldg Break room NO 35 1 1 Facilities Mgmt Break room Semi Public 20 1 1 Fleet Mgmt Break room Semi Public 20 1 1 Fleet Services Kitchen area Semi Public 20 1 1 Library - North Branch Break room NO 25 1 1 Parks Civic Center Downstairs YES Must confirm staff #s, but all high volume publc access locations 1 2 1 Parks- Waterpart/Natatorium Vending area YES Must confirm staff #s, but all high volume publc access locations 1 1 1 Parks - Denia Rec Center Front Lobby YES Must confirm staff #s, but all high volume publc access locations 1 1 1 Parks - MLK Rec Center Front Lobby YES Must confirm staff #s, but all high volume publc access locations 1 1 1 Parks-North Lakes Rec Center Front Lobby YES Must confirm staff #s, but all high volume publc access locations 1 1 Parks Senior Center Vending area YES Must confirm staff #s, but all high volume publc access locations 1 1 Police Dept Break room NO 150 1 1 Police Training Facility Break room/High Semi Public 300 1 1 Service Center Main Entrance YES 250 1 1 1 Service Center Warehouse YES 250 1 Solid Waste Under Patio Cover YES Not known yet 1 Solid Waste Scale House Outside YES Not known yet 1 Water Reclamation Vending area NO 25 1 1 The below are TBD: Airport DME Admin Fire Central Museum Fire Startion #2 Fire Startion #4 Fire Station #5 Fire Station #7 Keep Denton Beautiful Library - Emily Fowler Parks Civic Center POOL Parks- Goldfield Tennis Center Police Animal Control Traffic Ops Water Production Water Production - Lake Ray Roberts Water Facility Water/Waste Water DocuSign Envelope ID: 3E3B2B70-4F2C-4B46-B17D-022B2B3C19EA Exhibit CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relat ionship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Sec tion 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this s ection is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local gov ernment officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date DocuSign Envelope ID: 3E3B2B70-4F2C-4B46-B17D-022B2B3C19EA CIQ Supreme Food Services, dba Vend Pro Refreshment Services X X Karla Price X Not applicable. 9/25/2019 X Certificate Of Completion Envelope Id: 3E3B2B704F2C4B46B17D022B2B3C19EA Status: Sent Subject: Please DocuSign: City Council Contract 7026 Vending Machines Source Envelope: Document Pages: 9 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 9/13/2019 1:46:00 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: 9/13/2019 1:50:46 PM Viewed: 9/13/2019 1:51:02 PM Signed: 9/13/2019 1:53:30 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: 9/13/2019 1:53:32 PM Viewed: 9/13/2019 1:53:47 PM Signed: 9/13/2019 1:54:37 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: 9/13/2019 1:54:39 PM Viewed: 9/13/2019 2:46:14 PM Signed: 9/13/2019 2:47:54 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Karla Price kprice@trustvending.com President/CEO Price Covered Holdings,Inc,dba Trust Vendin Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 65.36.91.1 Sent: 9/13/2019 2:47:56 PM Resent: 9/19/2019 7:40:43 PM Resent: 9/25/2019 7:57:56 AM Viewed: 9/25/2019 8:40:53 AM Signed: 9/25/2019 8:42:39 AM Electronic Record and Signature Disclosure: Accepted: 9/25/2019 8:40:53 AM ID: a10f0119-f172-463b-839a-b3bbbb93f4c5 Signer Events Signature Timestamp Cassandra Ogden Cassandra.Ogden@cityofdenton.com Director of Procurement and Compliance City of Denton Security Level: Email, Account Authentication (None) Sent: 9/25/2019 8:42:41 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman Todd.Hileman@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/25/2017 11:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer 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: 9/13/2019 1:53:31 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: 9/13/2019 1:53:31 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Jane Richardson jane.richardson@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 9/25/2019 8:42:41 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: Karla Price, 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 19-2365,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 AT&T Mobility LLC,through the Department of Information Resources (DIR)Cooperative Purchasing Network Contract Number DIR-TSO-3420 for priority cellular access through the First Responder Network Authority (FirstNet),FirstNet Ready cell phones,and on-going maintenance;providing for the expenditure of funds therefor;and providing an effective date (File 7148 - awarded to AT&T Mobility LLC, in the five (5) year not-to-exceed amount of $2,531,419.76). City of Denton Printed on 10/10/2019Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance CFO: Antonio Puente, Jr. DATE: October 15, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract with AT&T Mobility LLC, through the Department of Information Resources (DIR) Cooperative Purchasing Network Contract Number DIR-TSO-3420 for priority cellular access through the First Responder Network Authority (FirstNet), FirstNet Ready cell phones, and on-going maintenance; providing for the expenditure of funds therefor; and providing an effective date (File 7148 – awarded to AT&T Mobility LLC, in the five (5) year not-to-exceed amount of $2,531,419.76). INFORMATION/BACKGROUND The City of Denton uses the AT&T Mobility 3G/4G/LTE Network, along with a dedicated network connection to AT&T Network Operations Center, and the NetMotion Virtual Private Network solutions to provide Public Safety Mobile Data Computer (MDC) and wireless access to the City Enterprise Network. This combination of networking, hardware and software systems provides public safety personnel direct access to public safety dispatching for Police and Fire. This network is certified by the Texas Law Enforcement Telecommunications System (TLETS) to access the National Criminal Justice Information System network. The Police Department also uses MDCs to connect to AT&T for accessing the Records Management System, License Plate Reader system, Axon Body Camera System, and TXDOT CRIS Crash System from the vehicle. Laptops and iPads connect to AT&T through hotspots are assigned to a group of detectives for working on criminal history search while working away from the building where Wi-Fi is not available. The Fire Department uses cellular lines for voice, text, and data for all front-line apparatuses shared by Fire and Medics. Tablets with data plans are used in all ambulances for patient care reporting during and after transport. Laptops (MDCs) are in all fire apparatuses with data plans for fire reporting and access to Computer Aided Dispatch (CAD). Laptops, iPads (with data plans) and hotspots are assigned to various Fire Administration & Prevention Staff for working offsite or in non-traditional workspaces where Wi-Fi may not be accessible. AT&T Mobility also provides other City departments direct access to the City’s Network to various applications such as GIS mapping, work order systems, HVAC controls system, Waste Water plant connectivity, file system access and other maintenance applications utilized by crew leaders. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com In 2017, AT&T was awarded a 25-year contract to provide First Responder Network Authority (FirstNet) Nationwide Public Safety Broadband Network services to police, firefighters and emergency medical services across the nation. AT&T FirstNet dedicated network will bring City of Denton Public Safety a secured interoperable solution including priority usage and preemption for use in emergencies, catastrophic disasters, and daily operations. With a dedicated network through AT&T FirstNet and FirstNet Ready cell phones, Denton police officers can conduct daily police business through their assigned cell phones. The phones can be utilized for teleserve calls, speak to officer calls, assisting citizens for directions, ticket writer, FIT (Field Identification Technician) camera for field investigation, Axon Body Camera app for uploading and tagging the videos, crash and crime scene photo-taking, and case investigation. AT&T FirstNet will provide the connectivity to all the Public Safety mobile devices to include all the MDC and tablet connectivity from the vehicles. It is critical for the City of Denton to sign up for this prioritized dedicated FirstNet network and the FirstNet Ready cell phones with the established vendor to ensure our first responders have a trusted and secure connectivity. Additionally, other City Departments need to maintain the current wireless connectivity to ensure continued service and support of this network system , thereby making this vendor the best value for the City of Denton. Below is a breakdown of the service costs by fund: Pricing obtained through the Department of Information Resources (DIR) Cooperative Purchasing Network has been competitively bid and meets the statutory requirements of Texas Local Government Code 271.102. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On April 7, 1992, Council approved the interlocal agreement with the Department of Information Resources Purchasing Network (Resolution 92-019). Department # of Devices 2019-2020 2020-2021 2021-2022 2022-2023 2023-2024 General Fund 359 $310,476.00 $326,000.24 $342,300.33 $359,415.17 $377,385.63 Facilities Fund 10 $5,145.60 $5,402.88 $5,673.02 $5,956.68 $6,254.51 Engineering Fund 39 $20,067.84 $21,071.23 $22,124.79 $23,231.04 $24,392.59 Fleet Services Fund 4 $2,058.24 $2,161.15 $2,269.21 $2,382.67 $2,501.80 Streets Fund 9 $4,631.04 $4,862.59 $5,105.72 $5,361.01 $5,629.06 Electric Fund 86 $48,368.64 $50,787.07 $53,326.41 $55,992.77 $58,792.39 Technology Services Fund 27 $9,776.64 $10,265.48 $10,778.73 $11,317.70 $11,883.57 Water Fund 18 $9,262.08 $9,725.19 $10,211.44 $10,722.02 $11,258.11 WasteWater Fund 13 $6,689.28 $7,023.75 $7,374.92 $7,743.69 $8,130.85 Fund Totals $416,475.36 $437,299.53 $459,164.65 $482,122.64 $506,228.52 10% Contingency $41,647.54 $43,729.95 $45,916.46 $48,212.26 $50,622.85 Subtotal $458,122.90 $481,029.48 $505,081.11 $530,334.90 $556,851.37 Contract Total: $2,531,419.76 RECOMMENDATION Award a contract with AT&T Mobility LLC, for FirstNet connectivity, FirstNet Ready cell phones, and ongoing mobility service, in a five (5) year not-to-exceed amount of $2,531,419.76. ESTIMATED SCHEDULE OF PROJECT This is a five (5) year contract. FISCAL INFORMATION These items and services will be funded from the using department. The budgeted amount for this item is $2,531,419.76. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: LLC Members Exhibit 3: Ordinance Respectfully submitted: Lori Hewell, 349-7148 Purchasing Manager For information concerning this acquisition, contact: Melissa Kraft, 940-349-7823. Legal point of contact: Mack Reinwand at 940-349-8333. City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2366,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 Halff Associates,Inc.,for design services for the University of North Texas (UNT)underground electrical relocation on the Bonnie Brae Phase III (Roselawn to I-35E)Improvement Project as set forth in the contract;providing for the expenditure of funds therefor;and providing an effective date (RFQ 6590-075 -Professional Services Agreement for design services awarded to Halff Associates, Inc., in the not-to-exceed amount of $184,840). City of Denton Printed on 10/10/2019Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance CFO: Antonio Puente, Jr. DATE: October 15, 2019 SUBJECT Consider adoption of an ordinance of the City Of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a Professional Services Agreement with Halff Associates, Inc., for design services for the University of North Texas (UNT) underground electrical relocation on the Bonnie Brae Phase III (Roselawn to I-35E) Improvement Project as set forth in the contract; providing for the expenditure of funds therefor; and providing an effective date (RFQ 6590-075 – Professional Services Agreement for design services awarded to Halff Associates, Inc., in the not-to-exceed amount of $184,840). INFORMATION/BACKGROUND Phase III is part of the South Bonnie Brae Road Widening and Improvement Project and consists of the construction of a four-lane divided concrete roadway including a storm drain system, five (5)-foot sidewalks, and 10-foot mixed-use trail. The underground electric and communications utilities owned by UNT are impacted by this project and require relocation. Halff Associates, Inc. will design approximately 1,300 feet of electrical and communications utilities. This design will include new underground distribution system of switchgears and connection to the existing wind turbines located on the east side of the proposed Bonnie Brae project. Request for Qualifications for professional engineering services was solicited using the City’s formal solicitation process. City Council approved a pre-qualified list of engineering firms on March 6, 2018 and June 5, 2018 (Ordinance 2018-331). PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On March 6, 2018, and June 5, 2018, Council approved RFQ 6590 for a prequalified list of professional engineering firms (Ordinance 2018-331). RECOMMENDATION Award a contract with Halff Associates, Inc. for professional design services, in a not-to-exceed amount of $184,840. PRINCIPAL PLACE OF BUSINESS Halff Associates, Inc. Richardson, TX City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com ESTIMATED SCHEDULE OF PROJECT This project will be started upon approval with a completion date within three (3) months. FISCAL INFORMATION These services will be funded from Regional Toll Revenue account 350288444.1360.21100. The budgeted amount for this item is $184,840. 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: Robin Davis, 940-349-7713. 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: F2DED4A1-E42B-4F76-B9F2-768E52D0309E Not Applicable PSA Bonnie Brae St UG Relocations 6590-075 Laura Hermosillo City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 1 of 17 CITY OF DENTON, TEXAS STANDARD AGREEMENT FOR ENGINEERING RELATED PROFESSIONAL SERVICES FILE # 6590-075 This AGREEMENT is between the City of Denton, a Texas home-rule municipality ("CITY"), and HALFF ASSOCIATES, INC., with its corporate office at 1201 North Bowser Road, Richardson, TX 75081 and authorized to do business in Texas, ("ENGINEER"), for a PROJECT generally described as: Bonnie Brae Street Electrical and Communications Relocations (the "PROJECT"). SECTION 1 Scope of Services A. The CITY hereby agrees to retain the ENGINEER, and the ENGINEER hereby agrees to perform, professional engineering services set forth in the Scope of Services attached hereto as Attachment A. These services shall be performed in connection with the PROJECT. B. Additional services, if any, will be requested in writing by the CITY. CITY shall not pay for any work performed by ENGINEER or its consultants, subcontractors and/or suppliers that has not been ordered in advance and in writing. It is specifically agreed that ENGINEER shall not be compensated for any additional work resulting from oral orders of any person. SECTION 2 Compensation and Term of Agreement A. The ENGINEER shall be compensated for all services provided pursuant to this AGREEMENT in an amount not to exceed $184,840 in the manner and in accordance with the fee schedule as set forth in Attachment B. Payment shall be considered full compensation for all labor, materials, supplies, and equipment necessary to complete the services described in Attachment A. B. Unless otherwise terminated pursuant to Section 6. D. herein, this AGREEMENT shall be for a term beginning upon the effective date, as described below, and shall continue for a period which may reasonably be required for the completion of the PROJECT, until the expiration of the funds, or completion of the PROJECT and acceptance by the CITY, whichever occurs first. ENGINEER shall proceed diligently with the PROJECT to completion as described in the PROJECT schedule as set forth in Attachment A. SECTION 3 Terms of Payment Payments to the ENGINEER will be made as follows: DocuSign Envelope ID: F2DED4A1-E42B-4F76-B9F2-768E52D0309E City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 2 of 17 A. Invoice and Payment (1) The Engineer shall provide the City sufficient documentation, including but not limited to meeting the requirements set forth in the PROJECT schedule as set forth in Attachment A to reasonably substantiate the invoices. (2) The ENGINEER will issue monthly invoices for all work performed under this AGREEMENT. Invoices for the uncontested performance of the particular services are due and payable within 30 days of receipt by City. (3) Upon completion of services enumerated in Section 1, the final payment of any balance for the uncontested performance of the services will be due within 30 days of receipt of the final invoice. (4) In the event of a disputed or contested billing, only that portion so contested will be withheld from payment, and the undisputed portion will be paid. The CITY will exercise reasonableness in contesting any bill or portion thereof. No interest will accrue on any contested portion of the billing until mutually resolved. (5) If the CITY fails to make payment in full to ENGINEER for billings contested in good faith within 60 days of the amount due, the ENGINEER may, after giving 7 days' written notice to CITY, suspend services under this AGREEMENT until paid in full. In the event of suspension of services, the ENGINEER shall have no liability to CITY for delays or damages caused the CITY because of such suspension of services. SECTION 4 Obligations of the Engineer Amendments to Section 4, if any, are included in Attachment C. A. General The ENGINEER will serve as the CITY's professional engineering representative under this AGREEMENT, providing professional engineering consultation and advice and furnishing customary services incidental thereto. B. Standard of Care The ENGINEER shall perform its services: (1) with the professional skill and care ordinarily provided by competent engineers practicing in the same or similar locality and under the same or similar circumstances and professional license; and DocuSign Envelope ID: F2DED4A1-E42B-4F76-B9F2-768E52D0309E City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 3 of 17 (2) as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer. C. Subsurface Investigations (1) The ENGINEER shall advise the CITY with regard to the necessity for subcontract work such as special surveys, tests, test borings, or other subsurface investigations in connection with design and engineering work to be performed hereunder. The ENGINEER shall also advise the CITY concerning the results of same. Such surveys, tests, and investigations shall be furnished by the CITY, unless otherwise specified in Attachment A. (2) In soils, foundation, groundwater, and other subsurface investigations, the actual characteristics may vary significantly between successive test points and sample intervals and at locations other than where observations, exploration, and investigations have been made. Because of the inherent uncertainties in subsurface evaluations, changed or unanticipated underground conditions may occur that could affect the total PROJECT cost and/or execution. These conditions and cost/execution effects are not the responsibility of the ENGINEER. D. Preparation of Engineering Drawings The ENGINEER will provide to the CITY the original drawings of all plans in ink on reproducible mylar sheets and electronic files in .pdf format, or as otherwise approved by CITY, which shall become the property of the CITY. CITY may use such drawings in any manner it desires; provided, however, that the ENGINEER shall not be liable for the use of such drawings for any project other than the PROJECT described herein. E. Engineer's Personnel at Construction Site (1) The presence or duties of the ENGINEER's personnel at a construction site, whether as on-site representatives or otherwise, do not make the ENGINEER or its personnel in any way responsible for those duties that belong to the CITY and/or the CITY's construction contractors or other entities, and do not relieve the construction contractors or any other entity of their obligations, duties, and responsibilities, including, but not limited to, all construction methods, means, techniques, sequences, and procedures necessary for coordinating and completing all portions of the construction work in accordance with the AGREEMENT Documents and any health or safety precautions required by such construction work. The ENGINEER and its personnel have no authority to exercise any control over any construction contractor or other entity or their employees in connection with their work or any health or safety precautions. DocuSign Envelope ID: F2DED4A1-E42B-4F76-B9F2-768E52D0309E City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 4 of 17 (2) Except to the extent of specific site visits expressly detailed and set forth in Attachment A, the ENGINEER or its personnel shall have no obligation or responsibility to visit the construction site to become familiar with the progress or quality of the completed work on the PROJECT or to determine, in general, if the work on the PROJECT is being performed in a manner indicating that the PROJECT, when completed, will be in accordance with the AGREEMENT Documents, nor shall anything in the AGREEMENT Documents or this AGREEMENT between CITY and ENGINEER be construed as requiring ENGINEER to make exhaustive or continuous on-site inspections to discover latent defects in the work or otherwise check the quality or quantity of the work on the PROJECT. If the ENGINEER makes on-site observation(s) of a deviation from the AGREEMENT Documents, the ENGINEER shall inform the CITY. (3) When professional certification of performance or characteristics of materials, systems or equipment is reasonably required to perform the services set forth in the Scope of Services, the ENGINEER shall be entitled to rely upon such certification to establish materials, systems or equipment and performance criteria to be required in the AGREEMENT Documents. F. Opinions of Probable Cost, Financial Considerations, and Schedules (1) The ENGINEER shall provide opinions of probable costs based on the current available information at the time of preparation, in accordance with Attachment A. (2) In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for the PROJECT, the ENGINEER has no control over cost or price of labor and materials; unknown or latent conditions of existing equipment or structures that may affect operation or maintenance costs; competitive bidding procedures and market conditions; time or quality of performance by third parties; quality, type, management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimate PROJECT cost or schedule. Therefore, the ENGINEER makes no warranty that the CITY's actual PROJECT costs, financial aspects, economic feasibility, or schedules will not vary from the ENGINEER's opinions, analyses, projections, or estimates. G. Construction Progress Payments Recommendations by the ENGINEER to the CITY for periodic construction progress payments to the construction contractor will be based on the ENGINEER's knowledge, information, and belief from selective sampling and observation that the work has progressed to the point indicated. Such recommendations do not represent that continuous or detailed examinations have been made by the ENGINEER to ascertain that DocuSign Envelope ID: F2DED4A1-E42B-4F76-B9F2-768E52D0309E City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 5 of 17 the construction contractor has completed the work in exact accordance with the AGREEMENT Documents; that the final work will be acceptable in all respects; that the ENGINEER has made an examination to ascertain how or for what purpose the construction contractor has used the moneys paid; that title to any of the work, materials, or equipment has passed to the CITY free and clear of liens, claims, security interests, or encumbrances; or that there are not other matters at issue between the CITY and the construction contractor that affect the amount that should be paid. H. Record Drawings Record drawings, if required, will be prepared, in part, on the basis of information compiled and furnished by others, and may not always represent the exact location, type of various components, or exact manner in which the PROJECT was finally constructed. The ENGINEER is not responsible for any errors or omissions in the information from others that is incorporated into the record drawings. I. Right to Audit (1) ENGINEER agrees that the CITY shall, until the expiration of five (5) years after final payment under this AGREEMENT, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of the ENGINEER involving transactions relating to this AGREEMENT. ENGINEER agrees that the CITY shall have access during normal working hours to all necessary ENGINEER facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The CITY shall give ENGINEER reasonable advance notice of intended audits. (2) ENGINEER further agrees to include in all its subconsultant agreements hereunder a provision to the effect that the subconsultant agrees that the CITY shall, until the expiration of five (5) years after final payment under the subcontract, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of such subconsultant, involving transactions to the subcontract, and further, that the CITY shall have access during normal working hours to all subconsultant facilities, and shall be provided adequate and appropriate work space, in order to conduct audits in compliance with the provisions of this section together with subsection (3) hereof. CITY shall give subconsultant reasonable advance notice of intended audits. (3) ENGINEER and subconsultant agree to photocopy such documents as may be requested by the CITY. The CITY agrees to reimburse ENGINEER for the cost of copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. DocuSign Envelope ID: F2DED4A1-E42B-4F76-B9F2-768E52D0309E City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 6 of 17 J. INSURANCE (1) ENGINEER’S INSURANCE a. Commercial General Liability – the ENGINEER shall maintain commercial general liability (CGL) and, if necessary, commercial umbrella insurance with a limit of not less than $1,000,000.00 per each occurrence with a $2,000,000.00 aggregate. If such Commercial General Liability insurance contains a general aggregate limit, it shall apply separately to this PROJECT or location. i. The CITY shall be included as an additional insured with all rights of defense under the CGL, using ISO additional insured endorsement or a substitute providing equivalent coverage, and under the commercial umbrella, if any. This insurance shall apply as primary insurance with respect to any other insurance or self- insurance programs afforded to the CITY. The Commercial General Liability insurance policy shall have no exclusions or endorsements that would alter or nullify: premises/operations, products/completed operations, contractual, personal injury, or advertising injury, which are normally contained within the policy, unless the CITY specifically approves such exclusions in writing. ii. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the commercial general liability or commercial umbrella liability insurance maintained in accordance with this AGREEMENT. b. Business Auto – the ENGINEER shall maintain business auto liability and, if necessary, commercial umbrella liability insurance with a limit of not less than $1,000,000 each accident. Such insurance shall cover liability arising out of “any auto”, including owned, hired, and non-owned autos, when said vehicle is used in the course of the PROJECT. If the engineer owns no vehicles, coverage for hired or non-owned is acceptable. i. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the business auto liability or commercial umbrella liability insurance obtained by ENGINEER pursuant to this AGREEMENT or under any applicable auto physical damage coverage. c. Workers’ Compensation – ENGINEER shall maintain workers DocuSign Envelope ID: F2DED4A1-E42B-4F76-B9F2-768E52D0309E City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 7 of 17 compensation and employers liability insurance and, if necessary, commercial umbrella liability insurance with a limit of not less than $100,000.00 each accident for bodily injury by accident or $100,000.00 each employee for bodily injury by disease, with $500,000.00 policy limit. i. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by workers compensation and employer’s liability or commercial umbrella insurance obtained by ENGINEER pursuant to this AGREEMENT. d. Professional Liability – ENGINEER shall maintain professional liability, a claims-made policy, with a minimum of $1,000,000.00 per claim and aggregate. The policy shall contain a retroactive date prior to the date of the AGREEMENT or the first date of services to be performed, whichever is earlier. Coverage shall be maintained for a period of 5 years following the completion of the AGREEMENT. An annual certificate of insurance specifically referencing this PROJECT shall be submitted to the CITY for each year following completion of the AGREEMENT. (2) GENERAL INSURANCE REQUIREMENTS a. Certificates of insurance evidencing that the ENGINEER has obtained all required insurance shall be attached to this AGREEMENT prior to its execution. b. Applicable policies shall be endorsed to name the CITY an Additional Insured thereon, subject to any defense provided by the policy, as its interests may appear. The term CITY shall include its employees, officers, officials, agents, and volunteers as respects the contracted services. c. Certificate(s) of insurance shall document that insurance coverage specified in this AGREEMENT are provided under applicable policies documented thereon. d. Any failure on part of the CITY to attach the required insurance documentation hereto shall not constitute a waiver of the insurance requirements. e. A minimum of thirty (30) days notice of cancellation or material change in coverage shall be provided to the CITY. A ten (10) days notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the respective Department Director (by name), City of Denton, 901 Texas Street, Denton, Texas 76209. DocuSign Envelope ID: F2DED4A1-E42B-4F76-B9F2-768E52D0309E City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 8 of 17 f. Insurers for all policies must be authorized to do business in the State of Texas and have a minimum rating of A:V or greater, in the current A.M. Best Key Rating Guide or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. g. Any deductible or self insured retention in excess of $25,000.00 that would change or alter the requirements herein is subject to approval by the CITY in writing, if coverage is not provided on a first-dollar basis. The CITY, at it sole discretion, may consent to alternative coverage maintained through insurance pools or risk retention groups. Dedicated financial resources or letters of credit may also be acceptable to the CITY. h. Applicable policies shall each be endorsed with a waiver of subrogation in favor of the CITY as respects the PROJECT. i. The CITY shall be entitled, upon its request and without incurring expense, to review the ENGINEER's insurance policies including endorsements thereto and, at the CITY's discretion; the ENGINEER may be required to provide proof of insurance premium payments. j. Lines of coverage, other than Professional Liability, underwritten on a claims-made basis, shall contain a retroactive date coincident with or prior to the date of the AGREEMENT. The certificate of insurance shall state both the retroactive date and that the coverage is claims-made. k. Coverages, whether written on an occurrence or claims-made basis, shall be maintained without interruption nor restrictive modification or changes from date of commencement of the PROJECT until final payment and termination of any coverage required to be maintained after final payments. l. The CITY shall not be responsible for the direct payment of any insurance premiums required by this AGREEMENT. m. Sub consultants and subcontractors to/of the ENGINEER shall be required by the ENGINEER to maintain the same or reasonably equivalent insurance coverage as required for the ENGINEER. When sub consultants/subcontractors maintain insurance coverage, ENGINEER shall provide CITY with documentation thereof on a certificate of insurance. K. Independent Consultant DocuSign Envelope ID: F2DED4A1-E42B-4F76-B9F2-768E52D0309E City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 9 of 17 The ENGINEER agrees to perform all services as an independent consultant and not as a subcontractor, agent, or employee of the CITY. The doctrine of respondeat superior shall not apply. L. Disclosure The ENGINEER acknowledges to the CITY that it has made full disclosure in writing of any existing conflicts of interest or potential conflicts of interest, including personal financial interest, direct or indirect, in property abutting the proposed PROJECT and business relationships with abutting property cities. The ENGINEER further acknowledges that it will make disclosure in writing of any conflicts of interest that develop subsequent to the signing of this AGREEMENT and prior to final payment under the AGREEMENT. M. Asbestos or Hazardous Substances (1) If asbestos or hazardous substances in any form are encountered or suspected, the ENGINEER will stop its own work in the affected portions of the PROJECT to permit testing and evaluation. (2) If asbestos or other hazardous substances are suspected, the CITY may request the ENGINEER to assist in obtaining the services of a qualified subcontractor to manage the remediation activities of the PROJECT. N. Permitting Authorities - Design Changes If permitting authorities require design changes so as to comply with published design criteria and/or current engineering practice standards which the ENGINEER should have been aware of at the time this AGREEMENT was executed, the ENGINEER shall revise plans and specifications, as required, at its own cost and expense. However, if design changes are required due to the changes in the permitting authorities' published design criteria and/or practice standards criteria which are published after the date of this AGREEMENT which the ENGINEER could not have been reasonably aware of, the ENGINEER shall notify the CITY of such changes and an adjustment in compensation will be made through an amendment to this AGREEMENT. O. Schedule ENGINEER shall manage the PROJECT in accordance with the schedule developed per Attachment A to this AGREEMENT. P. Equal Opportunity (1) Equal Employment Opportunity: ENGINEER and ENGINEER’s agents shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic DocuSign Envelope ID: F2DED4A1-E42B-4F76-B9F2-768E52D0309E City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 10 of 17 testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this AGREEMENT. (2) Americans with Disabilities Act (ADA) Compliance: ENGINEER and ENGINEER’s agents shall not engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. SECTION 5 Obligations of the City Amendments to Section 5, if any, are included in Attachment C. A. City-Furnished Data ENGINEER may rely upon the accuracy, timeliness, and completeness of the information provided by the CITY. B. Access to Facilities and Property The CITY will make its facilities accessible to the ENGINEER as required for the ENGINEER's performance of its services. The CITY will perform, at no cost to the ENGINEER, such tests of equipment, machinery, pipelines, and other components of the CITY's facilities as may be required in connection with the ENGINEER's services. The CITY will be responsible for all acts of the CITY's personnel. C. Advertisements, Permits, and Access Unless otherwise agreed to in the Scope of Services, the CITY will obtain, arrange, and pay for all advertisements for bids; permits and licenses required by local, state, or federal authorities; and land, easements, rights-of-way, and access necessary for the ENGINEER's services or PROJECT construction. D. Timely Review The CITY will examine the ENGINEER's studies, reports, sketches, drawings, specifications, proposals, and other documents; obtain advice of an attorney, insurance counselor, accountant, auditor, bond and financial advisors, and other consultants as the CITY deems appropriate; and render in writing decisions required by the CITY in a timely manner in accordance with the PROJECT schedule prepared in accordance with Attachment A. E. Prompt Notice The CITY will give prompt written notice to the ENGINEER whenever CITY observes or DocuSign Envelope ID: F2DED4A1-E42B-4F76-B9F2-768E52D0309E City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 11 of 17 becomes aware of any development that affects the scope or timing of the ENGINEER's services or of any defect in the work of the ENGINEER or construction contractors. F. Asbestos or Hazardous Substances Release. (1) CITY acknowledges ENGINEER will perform part of the work at CITY's facilities that may contain hazardous materials, including asbestos containing materials, or conditions, and that ENGINEER had no prior role in the generation, treatment, storage, or disposition of such materials. In consideration of the associated risks that may give rise to claims by third parties or employees of City, City hereby releases ENGINEER from any damage or liability related to the presence of such materials. (2) The release required above shall not apply in the event the discharge, release or escape of hazardous substances, contaminants, or asbestos is a result of ENGINEER’s negligence or if ENGINEER brings such hazardous substance, contaminant or asbestos onto the PROJECT. G. Contractor Indemnification and Claims The CITY agrees to include in all construction contracts the provisions of Article IV.E. regarding the ENGINEER's Personnel at Construction Site, and provisions providing for contractor indemnification of the CITY and the ENGINEER for contractor's negligence. H. Contractor Claims and Third-Party Beneficiaries (1) The CITY agrees to include the following clause in all contracts with construction contractors and equipment or materials suppliers: "Contractors, subcontractors and equipment and materials suppliers on the PROJECT, or their sureties, shall maintain no direct action against the ENGINEER, its officers, employees, and subcontractors, for any claim arising out of, in connection with, or resulting from the engineering services performed. Only the CITY will be the beneficiary of any undertaking by the ENGINEER." (2) This AGREEMENT gives no rights or benefits to anyone other than the CITY and the ENGINEER and there are no third-party beneficiaries. (3) The CITY will include in each agreement it enters into with any other entity or person regarding the PROJECT a provision that such entity or person shall have no third-party beneficiary rights under this AGREEMENT. (4) Nothing contained in this Section H. shall be construed as a waiver of any right the CITY has to bring a claim against ENGINEER. DocuSign Envelope ID: F2DED4A1-E42B-4F76-B9F2-768E52D0309E City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 12 of 17 I. CITY's Insurance (1) The CITY may maintain property insurance on certain pre-existing structures associated with the PROJECT. (2) The CITY may secure Builders Risk/Installation insurance at the replacement cost value of the PROJECT. The CITY may provide ENGINEER a copy of the policy or documentation of such on a certificate of insurance. J. Litigation Assistance The Scope of Services does not include costs of the ENGINEER for required or requested assistance to support, prepare, document, bring, defend, or assist in litigation undertaken or defended by the CITY. In the event CITY requests such services of the ENGINEER, this AGREEMENT shall be amended or a separate agreement will be negotiated between the parties. K. Changes The CITY may make or approve changes within the general Scope of Services in this AGREEMENT. If such changes affect the ENGINEER's cost of or time required for performance of the services, an equitable adjustment will be made through an amendment to this AGREEMENT with appropriate CITY approval. SECTION 6 General Legal Provisions Amendments to Section 6, if any, are included in Attachment C. A. Authorization to Proceed ENGINEER shall be authorized to proceed with this AGREEMENT upon receipt of a written Notice to Proceed from the CITY. B. Reuse of Project Documents All designs, drawings, specifications, documents, and other work products of the ENGINEER, whether in hard copy or in electronic form, are instruments of service for this PROJECT, whether the PROJECT is completed or not. Reuse, change, or alteration by the CITY or by others acting through or on behalf of the CITY of any such instruments of service without the written permission of the ENGINEER will be at the CITY's sole risk. The CITY shall own the final designs, drawings, specifications and documents. DocuSign Envelope ID: F2DED4A1-E42B-4F76-B9F2-768E52D0309E City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 13 of 17 C. Force Majeure The ENGINEER is not responsible for damages or delay in performance caused by acts of God, strikes, lockouts, accidents, or other events beyond the control of the ENGINEER that prevent ENGINEER’s performance of its obligations hereunder. D. Termination (1) This AGREEMENT may be terminated: a. by the City for its convenience upon 30 days' written notice to ENGINEER. b. by either the CITY or the ENGINEER for cause if either party fails substantially to perform through no fault of the other and the nonperforming party does not commence correction of such nonperformance within 5 days’ written notice or thereafter fails to diligently complete the correction. (2) If this AGREEMENT is terminated for the convenience of the City, the ENGINEER will be paid for termination expenses as follows: a. Cost of reproduction of partial or complete studies, plans, specifications or other forms of ENGINEER'S work product; b. Out-of-pocket expenses for purchasing electronic data files and other data storage supplies or services; c. The time requirements for the ENGINEER'S personnel to document the work underway at the time of the CITY'S termination for convenience so that the work effort is suitable for long time storage. (3) Prior to proceeding with termination services, the ENGINEER will submit to the CITY an itemized statement of all termination expenses. The CITY'S approval will be obtained in writing prior to proceeding with termination services. E. Suspension, Delay, or Interruption to Work The CITY may suspend, delay, or interrupt the services of the ENGINEER for the convenience of the CITY. In the event of such suspension, delay, or interruption, an equitable adjustment in the PROJECT's schedule, commitment and cost of the ENGINEER's personnel and subcontractors, and ENGINEER's compensation will be made. F. Indemnification DocuSign Envelope ID: F2DED4A1-E42B-4F76-B9F2-768E52D0309E City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 14 of 17 IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE SECTION 271.904, THE ENGINEER SHALL INDEMNIFY OR HOLD HARMLESS THE CITY AGAINST LIABILITY FOR ANY DAMAGE COMMITTED BY THE ENGINEER OR ENGINEER’S AGENT, CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICH THE ENGINEER EXERCISES CONTROL TO THE EXTENT THAT THE DAMAGE IS CAUSED BY OR RESULTING FROM AN ACT OF NEGLIGENCE, INTENTIONAL TORT, INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE TO PAY A SUBCONTRACTOR OR SUPPLIER. CITY IS ENTITLED TO RECOVER ITS REASONABLE ATTORNEY’S FEES IN PROPORTION TO THE ENGINEER’S LIABILITY. G. Assignment Neither party shall assign all or any part of this AGREEMENT without the prior written consent of the other party. H. Jurisdiction The law of the State of Texas shall govern the validity of this AGREEMENT, its interpretation and performance, and any other claims related to it. The venue for any litigation related to this AGREEMENT shall be Denton County, Texas. I. Severability and Survival If any of the provisions contained in this AGREEMENT are held for any reason to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision, and this AGREEMENT shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. Sections 5.F., 6.B., 6.D., 6.F., 6.H., and 6.I. shall survive termination of this AGREEMENT for any cause. J. Observe and Comply ENGINEER shall at all times observe and comply with all federal and State laws and regulations and with all City ordinances and regulations which in any way affect this AGREEMENT and the work hereunder, and shall observe and comply with all orders, laws ordinances and regulations which may exist or may be enacted later by governing bodies having jurisdiction or authority for such enactment. No plea of misunderstanding or ignorance thereof shall be considered. ENGINEER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS CITY AND ALL OF ITS OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL CLAIMS OR LIABILITY ARISING OUT OF THE VIOLATION OF ANY SUCH ORDER, LAW, ORDINANCE, OR REGULATION, WHETHER IT BE BY ITSELF OR ITS EMPLOYEES. K. Immigration Nationality Act DocuSign Envelope ID: F2DED4A1-E42B-4F76-B9F2-768E52D0309E City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 15 of 17 ENGINEER shall verify the identity and employment eligibility of its employees who perform work under this AGREEMENT, including completing the Employment Eligibility Verification Form (I-9). Upon request by CITY, ENGINEER shall provide CITY with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this AGREEMENT. ENGINEER shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any ENGINEER employee who is not legally eligible to perform such services. ENGINEER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY ENGINEER, ENGINEER’S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. CITY, upon written notice to ENGINEER, shall have the right to immediately terminate this AGREEMENT for violations of this provision by ENGINEER. L. Prohibition On Contracts With Companies Boycotting Israel ENGINEER 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, ENGINEER certifies that ENGINEER’S signature provides written verification to the CITY that ENGINEER: (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. M. 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, ENGINEER certifies that ENGINEER’S signature provides written verification to the CITY that ENGINEER, 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. N. 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 DocuSign Envelope ID: F2DED4A1-E42B-4F76-B9F2-768E52D0309E City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 16 of 17 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. O. Agreement Documents This AGREEMENT, including its attachments and schedules, constitutes the entire AGREEMENT, which supersedes all prior written or oral understandings, and may only be changed by a written amendment executed by both parties. 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 togethe r constitute but one and the same instrument. The following attachments and schedules are hereby made a part of this AGREEMENT: Attachment A - Scope of Services Attachment B - Compensation Attachment C - Amendments to Standard Agreement for Engineering Services Attachment D - Location Map These documents make up the AGREEMENT 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 AGREEMENT documents, the inconsistency or conflict shall be resolved by giving precedence first to the written AGREEMENT then to the AGREEMENT documents in the order in which they are listed above. Duly executed by each party’s designated representative to be effective on the date subscribed by the City Manager. DocuSign Envelope ID: F2DED4A1-E42B-4F76-B9F2-768E52D0309E City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 17 of 17 BY: CITY OF DENTON, TEXAS BY: ENGINEER City Manager Date:__________________ Halff Associates, Inc. Date:____________________________ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _________________________ Signature _________________________ Title _________________________ Department Date Signed: ______________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY By: ATTEST: ROSA RIOS, CITY SECRETARY By:______________________________ _______________________________ TEXAS ETHICS COMMISSION CERTIFICATE NUMBER DocuSign Envelope ID: F2DED4A1-E42B-4F76-B9F2-768E52D0309E 9/26/2019 Vice President Brian Haynes 9/25/2019 Capital Projects City Engineer Attachment “A” Services – Page 1 of 5 ATTACHMENT “A” SERVICES Bonnie Brea Street Underground Electrical and Communication Relocations from Walt Parker Drive to Athletic Center North Drive This Attachment “A” defines the services Halff Associates, Inc. (Halff) will perform as part of the Bonnie Brea Street Electrical and Communication Relocations. The project limits along Bonnie Brea Street are from Walt Park Drive to the Athletic Center North Drive into Lot 83. See Attachment D for Project Limits. The relocation of feeders and conduit raceways will be defined by the length of the expansion of Bonnie Brae Street which interferes with the existing electrical primary feeder and ITS distribution. The electrical engineering design will include a new distribution system of switchgear to re-distributed from a location near the Athletic Center Parking Lot (Lot 83) and extend to the following: 1) Waranch Tennis Complex. 2) Wind Turbine connection panels. 3) Mean Green Village Building B (MGVB) 4) Utility connections at the Eagle Point Intramural Recreational Sports Fields, just east of the outdoor basketball court (south of the football practice fields) 5) Building P (Lovelace Stadium - Mean Green Village Softball Field) The ITS raceway will also be re-distributed from a location near the Athletic Center Parking Lot (Lot 83) and extend to the following: 1) Waranch Tennis Complex. 2) Mean Green Village Building B (MGVB) 3) Building P (Lovelace Stadium - Mean Green Village Softball Field) Additional information will need to be obtained from UNT Facilities to define the Design Criteria, UNT Best Practices, existing equipment conditions, and the best locations to tie the new conduit systems into the existing conduit systems where applicable. Coordination with UNT personnel and UNT’s data cabling designer/installer will be necessary for pre-planning the design effort, review of the proposed design, and approval to move forward in the design stages. DocuSign Envelope ID: F2DED4A1-E42B-4F76-B9F2-768E52D0309E Attachment “A” Services – Page 2 of 5 Halff will provide the following services: I. Surveying. The Consultant shall provide surveying services, which, in general, may be defined as normal services applicable to a project of this type. Halff will supplement the surveys from the design of the South Bonnie Brea Paving and Drainage Improvements. We anticipate additional survey in the following locations: 1) south of Walt Park Drive and east of Bonnie Brea near the UNT Tennis Courts Building. The following will also apply. 1. Horizontal Control and Vertical benchmarks shown in the South Bonnie Brea Paving and Drainage Improvements Plans shall be verified. Halff will reestablished any missing or damaged points such that all points of construction shall be within 500 feet of a benchmark. Benchmarks should not be subject to loss during construction. Fire hydrants and similar appurtenances are not to be used for benchmarks. 2. Halff will review the surveyed area. Topographic features not included in the South Bonnie Brea Paving and Drainage Improvements will be surveyed along with any other features needed for design, review, permitting, construction and inspection of the project. Coverage will extend beyond the proposed rights-of-way far enough to integrate the design with the adjacent property features, including driveways and walkways. 3. Existing property corners, iron pins, etc. will be tied only if visible in the field during the survey. All utility work will be conducted within the street right of way. No right of way acquisition is anticipated so Halff will use Denton County Appraisal Data and property lines provided by the City to illustrate individual properties on the plans. II. Subsurface Utility Engineering – Halff will perform SUE in accordance with ASCE CI/ASCE 38-02 “Standard Guideline for the Collection and Depiction of Existing Subsurface Utility Data.” This standard defines the following Quality Levels: Quality Level A: Precise horizontal and vertical location of utilities obtained by the actual exposure (or verification of previously exposed and surveyed utilities) and subsequent measurement of subsurface utilities, usually at a specific point. Minimally intrusive excavation equipment is typically used to minimize the potential for utility damage. A precise horizontal and vertical location, as well as other utility attributes, is shown on plan documents. Quality Level B: Information obtained through the application of appropriate surface geophysical methods to determine the existence and approximate horizontal position of subsurface utilities. Quality Level B data should be reproducible by surface geophysics at any point of their depiction. This DocuSign Envelope ID: F2DED4A1-E42B-4F76-B9F2-768E52D0309E Attachment “A” Services – Page 3 of 5 information is surveyed to applicable tolerances defined by the project and reduced onto plan documents. Quality Level C: Information obtained by surveying and plotting visible above-ground utility features and by using professional judgment in correlating this information to Quality Level D information. Quality Level D: Information derived from existing records or oral recollections. Halff will perform the following SUE services: 1. Locating (Vacuum Excavation) – Level A. Not included. 2. Designating – Level B. Halff will designate toneable subsurface utilities using geophysical prospecting equipment and mark with paint and/or pin flags within along Bonnie Brea Street from Walt Park Drive to the Athletic Center North Drive into Lot 83. We anticipate designating electric, communication, and gas lines within the project limits. We estimate approximately 18,500 LF of underground utilities to designate. See Attachment D for project limits. Designating irrigation lines, HDPE lines, gathering lines, asbestos concrete and/or pvc lines, as well as pvc lines without tracer wire or access is not included in this Work Authorization. Because of limited record information, Halff cannot guarantee that all utilities will be found and marked on the project. 3. Surveying – Level C. Not Included 4. Records Research – Level D. Not Included 5. SUE Field Manager / Professional Engineer. A SUE Field Manager will be on-site for a portion of this project for field crew supervision, field quality control, and coordination with on-site personnel. A Professional Engineer will be responsible for QA/QC, management of the contract, and coordination with the project team. 6. SUE Deliverables / CADD. Deliverables for the designating work will include an electronic file (Microstation and/or AutoCAD format) containing the horizontal locations of the utilities. The utilities will be overlaid onto the base / seed file provided by the City and/or Halff’s Design Engineer. A Test Hole Data Form will be completed and submitted to the City for each hole performed indicating depth, size, and material of utility. Electronic files will also be provided in Microstation and/or AutoCAD format along with PDFs. DocuSign Envelope ID: F2DED4A1-E42B-4F76-B9F2-768E52D0309E Attachment “A” Services – Page 4 of 5 7. Traffic Control. Halff will provide routine/ordinary temporary work zone traffic control consisting of cones and free-standing signage for this project. It does not include lane closure(s), flag person(s), arrow board(s), changeable message board(s), or the preparation of engineered traffic control plans. If unique or additional traffic control situations are required, Halff will prepare a Supplemental Agreement and submit for approval to the City. Reimbursable costs include printing, deliveries, mileage, and other direct costs associated with the project. Reimbursable costs are included in the items described above. III. Construction Documents – Halff will attend site observations and meetings with UNT Facilities Department as well as UNT’s data cabling designer/installer to kick-off the design intent, and to provide guidance throughout the design process. The meetings will focus on the general design requirements and constructability to enhance the construction process and maintenance. Halff will provide the following plan and specification deliverables to confirm the design provided meets the UNT requirements for each of the reconnected locations: 1. Design Development – prepare design development plans for review by the client. Plans will include layout of relocated electrical and communication lines. 2. Construction Documents – with three deliverables (plans and specifications) a. Initial Progress Set b. Final Progress Set c. Documents Issued for Bidding / Construction IV. Bidding and Construction Services – Halff will attend a pre-proposal meeting to describe and discuss the project prior to Bids being delivered to the City of Denton. 1. Bidding – During the bidding phase, the Consultant will assist the City by addressing technical questions and preparing draft addenda for issuance by the City. The Consultant will attend one pre-bid meeting. The Consultant will assist the City in evaluating bids, attend the bid opening, and prepare the bid tabulation. 2. Construction Administration – Halff will attend a pre-construction meeting with the successful contractor prior to beginning the construction project to formalize the protocol and review the contractor’s construction schedule. Halff assumes the construction duration should be 8 months and will attend no more than eight (8) construction meetings on-site to meet with the contractor, review the construction progress, and answer questions. This includes the DocuSign Envelope ID: F2DED4A1-E42B-4F76-B9F2-768E52D0309E Attachment “A” Services – Page 5 of 5 Final Punch List Observation. Halff will answer RFIs and will review shop drawings provided by the contractor. 3. Closure. The Consultant shall prepare “as built” plans, incorporating all changes provided by the Contractor and known variations to provide the City the best possible set of record drawings. The final record drawings shall be furnished on mylar, of the same specification as provided for in the Agreement and on CD. Miscellaneous. Miscellaneous services not provided for herein and not generally associated with a project of this type will be paid for under an amendment to this Agreement and for an additional fee. These services include but are not limited to: 1. Additional Site visits or meetings. 2. Significant design revisions following substantial completion of the Construction Documents 3. Modifications to documents after documents are issued for construction. 4. Modification to documents to meet budgeting constraints of other disciplines. 5. Design and/or modifications to systems not within the scope of the project. 6. Preparation of any special interim sets of Construction documents for phased construction other than previously stated. 7. Additional labor or overtime, due to lack of information and/or background drawings in a timely manner, to complete the project. 8. Design for additional power connections or circuiting to other devices / equipment. 9. Preparation or submittal of any design calculations. 10. Printing of Drawings and Specifications for Bidding. 11. Bid evaluation and management. 12. Filing fees and permits fees. 13. As-built drawings for the Owner. 14. Coordination with insurance companies, attorneys, or banking institutions. 15. Quality control and material testing serviced during construction 16. Construction inspection DocuSign Envelope ID: F2DED4A1-E42B-4F76-B9F2-768E52D0309E Attachment “B” Compensation – Page 1 of 2 ATTACHMENT “B” COMPENSATION Bonnie Brea Street Underground Electrical and Communication Relocations from Walt Parker Drive to Athletic Center North Drive The estimated fees for the items established above shall be considered cost plus max time and material estimates and will be invoiced monthly based on work completed. Halff’s fee schedule is included for reference at the end of this sections. Reimbursable costs include printing, deliveries, mileage, and other direct costs associated with the project. The fee summary below itemizes the fees for each task. FEE SUMMARY Tasks Fee Surveying 6,600.00$ Sub-Surface Utility Engineering (SUE)20,240.00$ Construction Documents 123,000.00$ Bidding and Construction Services 35,000.00$ Total 184,840.00$ The fees and budgets established above do not include City and State Permit fees. The fees and budgets established above do not include revisions once the design is underway. If revisions are requested by the owner, a revision to the scope and budget will be required. Miscellaneous Services – The fee for additional services not provided herein will be negotiated based on the scope of work and included in a contract amendment. RATE SCHEDULE Labor Category (Specialty): Architect Engineer (Civil, Structural, Mechanical, Electrical, Oil & Gas) Scientist (Environmental and Geological) Landscape/Planner Surveyor Field Tech (Survey, SUE, Environmental & Construction) Office Tech (CADD, Designer & Surveyor) Administrative (Accounting, Assistant, Marketing & Human Resources) Specialist (GIS, ROW, Visualization & IT) Intern See range of rates on the following page. DocuSign Envelope ID: F2DED4A1-E42B-4F76-B9F2-768E52D0309E Attachment “B” Compensation – Page 2 of 2 Low High I 82.00 93.00 II 96.00 127.00 III 134.00 171.00 IV 212.00 226.00 V 239.00 335.00 I 94.00 113.00 II 114.00 149.00 III 151.00 192.00 IV 188.00 245.00 V 247.00 361.00 I 78.00 86.00 II 101.00 122.00 III 137.00 166.00 IV 169.00 182.00 V 228.00 361.00 I 73.00 87.00 II 91.00 114.00 III 125.00 158.00 IV 163.00 208.00 V 216.00 351.00 I 86.00 98.00 II 99.00 122.00 III 144.00 144.00 IV 154.00 192.00 I 55.00 70.00 II 70.00 84.00 III 82.00 111.00 IV 123.00 143.00 V 166.00 223.00 I 47.00 70.00 II 71.00 88.00 III 89.00 113.00 IV 114.00 149.00 V 146.00 188.00 I 31.00 70.00 II 72.00 88.00 III 88.00 113.00 IV 118.00 148.00 V 79.00 361.00 I 74.00 94.00 II 98.00 128.00 III 122.00 171.00 IV 178.00 214.00 V 245.00 343.00 Intern 29.00 72.00 Specialist Labor Category Level Billing Rate Range Architect Engineer Scientist Landscape/ Planner Surveyor Field Tech Office Tech Administrative *The above rates are valid for a twelve-month period commencing on execution of the contract. All rates are subject to annual adjustment (typically July) which will be submitted to Owner for review no later than thirty (30) days prior to such escalation becomes effective. DocuSign Envelope ID: F2DED4A1-E42B-4F76-B9F2-768E52D0309E Attachment C PMO Release Date: 05.19.2010 Page 1 of 1 ATTACHMENT “C” CHANGES AND AMENDMENTS TO STANDARD AGREEMENT Engineering Services for Bonnie Brea Street Underground Electrical and Communication Relocations Revised Article IV.J.2.g – Any deductible or self-insured retention in excess of $250,000.00 that would change or alter the requirements herein is subject to approval by the CITY in writing, if coverage is not provided on a first-dollar basis. The CITY, at it sole discretion, may consent to alternative coverage maintained through insurance pools or risk retention groups. Dedicated financial resources or letters of credit may also be acceptable to the CITY. Notwithstanding the foregoing, the CITY acknowledges and accepts that ENGINEER’S deductible for the Professional Liability Insurance policy is $250,000 and is accepted by CITY and will not be increased without CITY’s consent. DocuSign Envelope ID: F2DED4A1-E42B-4F76-B9F2-768E52D0309E ! !! ! !!! !! $1 $1 #0#0#0#0 #0 #0 #0 $+$+ $+ $+ $+ " ! ! ! !! $1 $1 $1$1 !H !H # ## ## # %2%2%2%2%2%2%2%2 %2%2 %2 %2 %2 %2 %2 %2%2%2%2 %2%2%2 %2 %2%2 %2 %2 %2 %2 %2 %2%2 %2 %2 %2 %2 %2 %2 %2 %2%2%2 %2 %2 %2 %2 %2 %2 %2%2%2%2 %2%2 %,%,%, %,%,%,%, %,%,%,%,%,%,%,%,%, %,%,%,%,%, ")") ") ") ")") ") ### ####### # # # # ## !H !H!H !H !H !H !!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!!! !!!!!!!!!!!!!!!!!! # # # # # ## # # # # !H !H !H !H!H !H !H!H!H !H!H ! $+ $+ $+ $+ $+ $+ $+$+$+ $+ $+ $+$+ $+ $+ $+ %% %, %, %,%,%, %, %,%, %, %,%,%,%, %,%, %,%, %,%,%, %,%,%,%,%,%, %,%, %, %, %,%, %,%, %, %, %, %, %, %, %, %,%, %, %, !H!H!H!H !H!H !H!H!H!H !H!H!H!H !H!H!H!H!H!H!H!H!H !H !H !H!H!H !H!H!H !H!H %L ") ")") ") ") ") ") ") ") ")")$1 $1$1 $1$1 $1 ! ! !! ! !! !! %, %,%, %, %, %, %, %, %, #*#* #0 !H !H !H !H !H !H !H !H!H!H!H!H!H!H!H!H!H!H!H !H!H!H!H!H !H!H!H!H!H!H!H!H !H !H !H!H !H!H!H $1 $1 $K $K $K!H !H !H !H !H & & %,%, %,%, %, %,%,%,%,%, %,%,%,%,%,%,%, %, %,%, %2 %2 ") ")") ! !! ! !!! !! !A !A !A $$ $ $ $ #7 #7 #7 #7 #7#7 #7 #7 #7 #7 #7 #7 #7 #7 #7 #7 #7 #7 #7 #7 #7 #7 #7 #7 #7 #7 %2 %2 %2 %2 %2 %2 %,! !!!!! ¬ ¬ ¬ #*#*Walt Parker Dr S Bonnie Brae StS Bonnie Brae StPower Features ")Power Box %,Power Conduit %2 Power Ductback #Power Handhole !H Power Manhole $1 Power Meter !Power Plug "Power Pullbox $+Power Switchgear #0 Power Transformer Power Conduit Overhead Power Line Power Ductbank Power Transmission One Line Sanitary Sewer Features !Sanitary Sewer Pipe Point !H Sanitary Sewer Manhole #Sanitary Sewer Cleanout Sanitary Sewer Pipe Storm Drain Features %Storm Drain Sump $+Storm Drain Outlet !Storm Drain Point !H Storm Drain Manhole #Storm Drain Inlet Storm Drain Pipe Irrigation Features ")Irrigation Box %2 Irrigation Controller !H Irrigation Pipe Point %,Irrigation Valve Irrigation Pipe Water Features #*Water Vault %,Water Valve !H Water Pipe Point $1 Water Meter Water Pipe Gas Features $1 Gas Meter !H Gas Pipe Point #0 Gas Trace Station Gas Pipe Fire Features #*Fire Department Connection ¬Fire Hydrant !Fire Pipe Point %,Fire Valve Fire Protection Pipe Data Features ")Data Box %2 Data Above Ground Marker %,Data Conduit !Data Handhold !H Data Manhole $K Data Pedestal Data One Line Data Conduit Miscellaneous Features %2 Hose Bib #7 Lighting $Unknown Utility Feature !A Turbine !Abandoned Point Abandoned Pipe 0 100 200 Feet 4 1 Inch = 200 Feet Attachment D Walt Parker Dr Athletic Center North Drive (into Lot 83) North Bonnie Brea Street Electrical and Communication Relocations April 12, 2019 Project Limits DocuSign Envelope ID: F2DED4A1-E42B-4F76-B9F2-768E52D0309E Exhibit CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relat ionship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Sec tion 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this s ection is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local gov ernment officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date DocuSign Envelope ID: F2DED4A1-E42B-4F76-B9F2-768E52D0309E Halff Associates, Inc. A 9/26/2019 Robin Davis - City of Denton X N/A X X Certificate Of Completion Envelope Id: F2DED4A1E42B4F76B9F2768E52D0309E Status: Sent Subject: Please DocuSign: City Council Contract 6590-075 Source Envelope: Document Pages: 28 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 9/24/2019 2:58:58 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: 9/24/2019 3:25:34 PM Viewed: 9/24/2019 3:25:51 PM Signed: 9/24/2019 3:25:58 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: 9/24/2019 3:26:01 PM Viewed: 9/24/2019 3:52:11 PM Signed: 9/24/2019 3:52:49 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: 9/24/2019 3:52:52 PM Viewed: 9/25/2019 11:04:00 AM Signed: 9/25/2019 11:09:42 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Brian Haynes bhaynes@halff.com Vice President Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 173.227.66.227 Sent: 9/25/2019 11:09:44 AM Resent: 9/25/2019 1:32:23 PM Resent: 9/26/2019 4:10:39 PM Viewed: 9/26/2019 5:28:17 PM Signed: 9/26/2019 5:33:30 PM Electronic Record and Signature Disclosure: Accepted: 9/26/2019 5:28:16 PM ID: 1c0a5ded-2cce-4a65-85a2-479ef1e19cac Signer Events Signature Timestamp Todd Estes Todd.Estes@cityofdenton.com City Engineer Capital Projects Security Level: Email, Account Authentication (None) Signature Adoption: Drawn on Device Using IP Address: 174.206.7.109 Signed using mobile Sent: 9/25/2019 1:39:18 PM Viewed: 9/25/2019 1:39:53 PM Signed: 9/25/2019 1:40:19 PM Electronic Record and Signature Disclosure: Accepted: 9/12/2019 4:33:00 PM ID: 9fd69afe-359a-4e8c-a06a-5124ffd34c35 Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 9/26/2019 5:33:32 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: 9/24/2019 3:26:00 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: 9/24/2019 3:26:00 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 Annie Bunger Annie.Bunger@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 9/26/2019 5:33:32 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: Brian Haynes, Todd Estes, 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 19-2367,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,approving an agreement with the Denton Parks Foundation and the City of Denton,to allow the Denton Parks Foundation to raise funds and support programming for the Parks and Recreation Department;authorizing the City Manager or his designee to execute the Denton Parks Foundation agreement; and providing an effective date. City of Denton Printed on 10/10/2019Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Parks and Recreation ACM: Sara Hensley, Assistant City Manager DATE: October 15, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton, approving an agreement with the Denton Parks Foundation and the City of Denton, to allow the Denton Parks Foundation to raise funds and support programming for the Parks and Recreation Department; authorizing the City Manag er or his designee to execute the Denton Parks Foundation agreement; and providing an effective date. BACKGROUND On May 8, 2018, staff provided a status update on the implementation of the recommendations and requested direction from City Council on the development of the Parks Foundation agreement. City Council provided guidance on how to proceed and directed staff to draft a formal agreement with the Foundation. On August 7, 2018, City Council authorized the City Manager to execute year one of the agreement. On August 1, 2019, Parks and Recreation provided City Council a presentation on the annual department budget. This presentation included slides and comments from Tim Smith, Parks Foundation President. A draft annual plan was also presented to City Council for review and comment. The proposed agreement, listed below as Exhibit 3, includes year two of the term effective from October 1, 2019, until September 30, 2020, and allows the agreement to be renewed for a one-year renewal upon Council approval. The agreement was written to clarify the respective roles of the Denton Parks and Recreation Department and the Parks Foundation. Exhibit 4 outlines the annual fundraising plan goal for the Denton Parks Foundation. RECOMMENDATIONS Staff recommends approval of this request. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On September 9, 2019, the Parks, Recreation and Beautification Board recommended approval of an agreement with the Parks Foundation and the City of Denton with a 7-0 vote. EXHIBITS Exhibit 1 Agenda Information Sheet Exhibit 2 Ordinance Exhibit 3 Parks Foundation Agreement (redline) Exhibit 4 Annual Fundraising Plan 2019-2020 City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com Respectfully submitted: Gary Packan Director of Parks and Recreation 1 19STATE OF TEXAS § § COUNTY OF DENTON § AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND THE DENTON PARKS FOUNDATION THIS AGREEMENT is made and entered into as of the __________ day of ___________________, 20198 between the City of Denton, Texas, a home rule municipal corporation, hereinafter referred to as the “City”, and the Denton Parks Foundation, a not for profit corporation, hereinafter referred to as the “Foundation”. WHEREAS, the City and the Foundation provide and make available certain services and benefits to each other, and WHEREAS, the City owns and maintains public parks and facilities, trails, activities, programs, projects, and initiatives (collectively, “Parks”) throughout the City of Denton; and WHEREAS, the Denton Parks and Recreation Department ("DPARD"), is a department of the City of Denton, a municipal corporation, whose mission is to enrich the lives of all Denton Citizens through environmental enhancements and a diverse offering of recreational, educational, and cultural services, and WHEREAS, providing quality recreational facilities and programs to meet the needs and expectations of Denton's citizens often costs more than City tax monies and other revenues can provide, and it is often necessary for DPARD to obtain funds from outside private sources to augment the annual operating budget of the DPARD to assure that the DPARD fulfills its mission, and WHEREAS, the Foundation was formed on May 22, 1987, and was chartered as a Texas Corporation on December 21, 1987, and is duly qualified as a Section 50l(c)(3), IRC non-profit Foundation. The Articles of Association of the Foundation set forth its purpose as being a non- policy making and non-profit organization to maintain an association of persons interested in promoting the programs of the DPARD, including its youth activities, programs for the disabled, senior citizen activities, and improving the public parks, parkways, and the public awareness of the opportunities for improving health and well-being through use of the public facilities and programs available to the Citizens of Denton. The Foundation was generally formed for the purpose of supporting the activities, programs, and facilities of the DPARD, and WHEREAS, the Foundation was formed to perform the following activities, which are legitimate public purposes, to wit: (a) to enlist, direct, organize and encourage community interest and involvement in the acquisition and development of park areas and facilities in Denton, 2 (b) to promote, solicit, and encourage contributions from individuals, groups, and organizations, of monies, property, and other items of value by donation, dedication, gift, or bequest, which will benefit the development of existing and future recreation and park services and facilities in Denton, and (c) to receive, hold, invest, or donate monies or property for benefit of developing existing and future recreation and park services and facilities in Denton; WHEREAS, the Foundation has engaged in extensive fundraising activities for the benefit of the DPARD, and has provided significant support to the DPARD's parks, programs, and facilities. The continuation of these activities is essential to the maintenance of the DPARD as a high-caliber parks and recreation program serving the needs of Denton's Citizens, and WHEREAS, the DPARD and the Foundation coordinate and work in tandem with the common objective of seeking to assure, by the most cost-effective means possible, that the needs and expectations of Denton's Citizens regarding quality parks and recreational facilities and programs are met or exceeded, and WHEREAS, DPARD and the Foundation are committed to operating with full transparency within their designated roles and consistent with the reasonable expectations of the public and adopt this Agreement to serve as the governing document over the functions, financi al relationship, and fundraising and expenditure of funds on behalf or for the benefit of DPARD and the Foundation, their employees, assets, programs or events, and WHEREAS, this Agreement establishes a governing document defining the relationship and operations of the City and the Foundation and ensuring accountability regarding the financial transactions by and between the City and the Foundation; and WHEREAS, DPARD and the Foundation desire to ratify and approve for the future, what their respective roles, responsibilities, rights, and obligations are, to each other in this relationship NOW THEREFORE, in consideration of the covenants, promises, terms, and provisions contained herein, and for the considerations expressed herein, the City and the Foundation mutually AGREE to the following: ARTICLE I SERVICES TO BE PROVIDED BY THE FOUNDATION The Foundation represents, acknowledges, warrants and agrees to perform and provide the following with regard to its operation, purpose, and services provided for the benefit of the City of Denton Parks and Recreation Department: (1) Purpose. The Foundation was formed and exists to maintain an association of persons interested in promoting the programs of the DPARD, including its youth activities, programs for the disabled, senior citizen activities, and improving the public parks, parkways, and the public awareness of the opportunities for improving health and well-being through use of the public facilities and programs available to 3 the Citizens of Denton, and raises, receives and distributes funds in support of DPARD’s mission and goals. (2) Mission. The Foundation supports the activities, programs and facilities of DPARD and shall align its mission and goals with DPARD’s mission and goals. (3) Independent. The Foundation operates as a private legal entity separate from the City. This Agreement does not in any way constitute a joint venture or create a principal -agent relationship between the City and the Foundation. Neither party will assert control over the operations of the other party. (4) Charitable Organization. The Foundation has been established as a tax-exempt corporation formed under the laws of the State of Texas and shall maintain its status as a tax-exempt 501(c)(3) charitable organization under state and federal law to ensure that donations to the Foundation may qualify as deductible, charitable contributions for its donors. (5) Fundraising. The Foundation designs, formulates, and executes fundraising activities to secure, administer, and provide funds, property, services, or other benefits to the DPARD in accordance with following procedures and requirements: a. The Foundation plans and coordinates fundraising and marketing activities with the DPARD in alignment with the City’s strategic and capital plans. The Foundation conducts research of individuals, foundations, and corporations who might be best qualified as prospective donors of the Foundation and the DPARD. b. The Foundation shall continue to support and fundraise for the Parks projects, improvements and initiatives included in the Denton Parks Foundation Annual Fundraising Capital Plan (“Annual Plan”) attached hereto as Exhibit 1 and incorporated herein for all purposes. The Annual Plan relates to fundraising efforts of the Foundation to benefit the Parks and does not prevent or limit the Foundation from supporting and fundraising efforts on behalf of other non-City entities. c. If the term of this Agreement is renewed in accordance with Article III, the Foundation shall provide an updated Annual Plan describing new fundraising initiatives for the Parks, which updated Annual Plan shall be submitted to DPARD for review and comment, be presented to the Parks, Recreation and Beautification Board for its review and comment, and receive the approval of the Denton City Council to ensure that the Foundation’s fundraising and marketing activities are in alignment with the City’s strategic and capital plans. New Foundation fundraising initiatives which are not included on the Annual Plan but are anticipated to raise less than Twenty Five Thousand Dollars ($25,000) may be approved by the DPARD Director. The Foundation does not represent or act as an agent of the City when fundraising and will not utilize the Parks or other City property and equipment for fundraising activities without the prior written approval of the DPARD Director. 4 d. The Foundation shall receive, process, administer, and distribute gifts in accordance with this Agreement, the donors' instructions or wishes, and the Denton Parks Foundation Donation Policies, Gift Acceptance, and Financial Procedures (“Foundation Policy”) attached hereto as Exhibit 2 and incorporated herein for all purposes. e. The Foundation shall acknowledge all gifts with appropriate receipts and correspondence in accordance with the Foundation Policy, and coordinate acknowledgments with the DPARD, if applicable. f. A donation of money or in-kind support from the City to the Foundation or the installation of a Foundation project at the Parks shall only be authorized in accordance with a service agreement approved by the Denton City Council. g. The Foundation shall perform such other reasonably necessary fundraising functions and activities which the DPARD cannot provide itself. (6) Administration. The Foundation administers funds, property, services, or other benefits in accordance with following procedures and requirements: a. The Foundation shall administer and invest funds it receives for the benefit of the Parks. The Foundation shall function essentially as a fiduciary entity on behalf of the donor of a gift and on behalf of the DPARD program or activity to be funded or benefited by the gift to ensure the funds are used for the intended purpose of the donor. b. The Foundation ensures that accurate and timely gift and pledge records are prepared, maintained, and preserved in accordance with the Foundation Policy. c. The Foundation shall maintain records and accounts that accurately document all funds received by the Foundation and all costs incurred by Foundation, including funds received directly and indirectly and in-kind donations related to DPARD and provide quarterly reports to the City detailing Foundation activities conducted during that period, including but not limited to: i. Itemized youth scholarship dollars received and disbursements, ii. Volunteer hours provided to the Parks and City and their value if the Foundation keeps records of such hours (the Foundation’s tracking of this information is voluntary), iii. Itemized donations, both cash and in-kind, received and disbursements to DPARD, and iv. In-kind services provided by the City to the Foundation. DPARD shall determine and calculate the monetary value of in-kind transfers of the City to the Foundation, including but not limited to, use of Parks, City employee time, office space, utilities, telephone service, and WIFI access. 5 d. The Foundation shall provide a report to the Denton City Council annually to summarize the Foundation’s financial information and benefit to the City, including itemized donations, contributions, and in-kind contributions to the City. e. At the close of each fiscal year, an independent certified public accounting firm will be engaged by the Foundation to account for and audit all funds and properties received, and to render a report to the Board of Directors of the Foundation and to the DPARD Director. (7) Disbursements. The Foundation administers disbursements of funds, property, services, or other benefits in accordance with following procedures and requirements: a. Disbursements from Foundation accounts, and any distribution of property or services provided to the DPARD by the Foundation, will be supervised by the Foundation's treasurer and President, and will be made only for expenditures consistent with the explicit purposes for which the accounts were established and any restrictions stipulated by the donors. Each disbursement shall be fully documented and included in quarterly reports to City Council. b. Upon the appropriation of funds by the Foundation and transfer of such funds to the City for expenditures intended to benefit the Parks, the Foundation shall transfer such funds to a designated City fund in order to ensure that City financial controls and requirements are implemented and followed for the expenditures of such funds. (8) Specific Funds. The City shall collect Youth Sports Enhancement fees. The Foundation shall provide an accounting to the City of the Youth Sports Enhancement fees collected and disbursed by the Foundation and remit Youth Sports Enhancement fees collected up to the date of the execution of this Agreement to DPARD for sports related park improvements to City athletic fields. The Foundation shall remit the balance of the morale fund and scholarship fund and all revenues collected up to the date of the execution of this Agreement for the morale fund and scholarship fund to DPARD to be used for the Parks. The Foundation shall maintain adequate records to establish that the City funds provided to the Foundation are used for the purposes authorized by this Agreement. (9) Executive Director. The Foundation shall employ an executive director and administrative support staff to carry out the functions of the Foundation in accordance with this Agreement. The executive director and administrative support staff are employees of the Foundation and shall not be considered to be employees of the City and shall not be entitled to any payment or benefit from the City on account of services performed pursuant to this Agreement. (10) Conflict of Interest. The Foundation covenants that: 6 a. Neither it nor any member of its governing body presently has any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement, b. In the performance of this Agreement, no person having such interest shall be employed or appointed as a member of its governing body, c. No member of its governing body or its staff, subcontractors or employees shall possess any interest in or use his/her position for a purpose that is or gives the appearance of being motivated by desire for private gain for himself/herself, or others; particularly those with which he/she has family, business, or other ties, d. No officer, member, or employee of City and no member of its governing body who exercises any function or responsibilities in the review or approval of the undertaking or carrying out of this Agreement shall participate in any decision relating to the Agreement which affects his personal interest or the interest in any corporation, partnership, or foundation in which he has direct or indirect interest, and e. It shall perform annual conflict of interest disclosures for its Board, Directors, and employees that identifies business relationships and family. ARTICLE II OBLIGATIONS OF THE CITY OF DENTON PARKS AND RECREATION DEPARTMENT The City of Denton, Texas, through its Parks and Recreation Department, will provide the following to the Foundation: (1) Sixty One Thousand Dollars and No Cents ($61,000.00) paid to the Foundation by the City in fiscal year 2017-18 to be utilized for the purposes set forth in Article I. Seventy Six Thousand Five Hundred Dollars and No Cents ($76,500.00) shall be paid to the Foundation by the City in fiscal year 2019-208-19 to be utilized for the purposes set forth in Article I, (2) One office space of approximately 100 square feet in the offices of the Denton Parks and Recreation Department at City Hall East at 601 E. Hickory Street, Denton, Texas to the Foundation, to carry out its functions and obligations to the DPARD, (3) Utilities, telephone service, and access to public WIFI reasonably needed by the Foundation to carry out its activities at City Hall East as authorized in City’s annual operating budget, (4) Planning and installation support and supervision for projects or programs such as the placement and / or installation of equipment and legacy items such as memorial benches and trees, 7 (5) Identify projects, initiatives, and other items with which the Foundation can provide fundraising support in order to complete or purchase, (6) Require that a receipt of money donated to the City be documented through a written donor agreement or receipt and record donations received by the City and related expenses into the City’s recordkeeping software, (7) Allow the Foundation to support and fundraise for seasonal programs or organizations that are unaffiliated with the City, such as Juneteenth, Cinco de Mayo, and the Senior Center Advisory Committee, (8) A commitment to accept and use gifts from the Foundation in accordance with the Foundation's and the respective donors' wishes. The DPARD shall not utilize or assume control of Foundation gifts or assets until the same are transferred from the Foundation to the DPARD, and (9) Compliance with the City’s Ethics Ordinance, as amended. ARTICLE III THE TERM OF AGREEMENT To the extent allowed by state law, this Agreement shall be effective from the execution date and shall remain in full force and effect until September 30, 20 2019. This agreement may be renewed for onetwo (12) additional one (1) year periods if the City and Foundation agree in writing to extend the term of the Agreement prior to the termination of each one (1) year term . The City or Foundation shall have the right to terminate the Agreement, 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 Foundation shall promptly cease all further work pursuant to th e Agreement, with such exceptions, if any, specified in the notice of termination. ARTICLE IV ASSURANCES BY THE PARTIES The following is a list of representations, assurances, understanding, policies, procedures and agreements regarding the roles, relationship and functions of the City and the Foundation in their working relationship pursuant to this Agreement: A. The City owns the Parks and any fixture located in the Parks. In the absence of an agreement providing otherwise, title to any fixture donated by the Foundation to the City and installed in the Parks shall vest in the City upon completion of construction or installation and acceptance by the City. B. The City has exclusive authority to make all decisions regarding the Parks. 8 C. The Board of Directors of the Foundation assures the DPARD that the activities of the Foundation will be in support of the objectives, goals, and priorities of the DPARD, as communicated to it by the City, and the Parks and Recreation Master Plan, as amended. The City assures the Foundation that the resources made available to the DPARD by the Foundation, will be allocated and utilized properly and in accordance with applicable laws, ordinances, policies and procedures. D. Any agreement between the Foundation and City that is not within the scope of the terms of this Agreement shall receive the prior approval of the City Council. E. The Foundation has no authority to supervise, direct, control, or demand that a City employee perform any function on behalf of the Foundation. If not otherwise governed by a service agreement approved by the Denton City Council, a Foundation request for administrative support of the Foundation by a City employee shall be submitted to the DPARD Director, who shall have discretion to approve such request. All support of the Foundation by a City employee shall be accounted for as an in-kind contribution of the City to the Foundation. F. Capital construction activities on City property supported in whole or in part by Foundation funds shall follow all City procedures governing such projects and building code requirements, if applicable. G. The City shall have the right to oversee all infrastructure and capital improvement work performed on the Parks. The City has the right to suspend or discontinue a Foundation project, improvement, or initiative in the Parks, and in such event shall return any funds donated by the Foundation to the City for the suspended or discontinued project. H. All work performed by or on behalf of the Foundation is the responsibility of the Foundation and not the City. The City shall not be deemed liable fo r any act, omission, or obligation of the Foundation. The Foundation shall provide the terms of this Agreement and training related to the Foundation’s obligations under this Agreement to its Board of Directors, executive director, and administrative staff. I. The Foundation may not operate donor or sponsor recognition programs in the Parks unless the City Council approves the program or adopts a policy governing such programs and the Foundation complies with the policy. J. This Agreement does not grant the Foundation a right to use the City’s name and trademarks. K. Any personnel employed by or volunteering on behalf of the Foundation shall be deemed employees or volunteers respectively of the Foundation, and shall not be deemed employees or volunteers of the City. The Foundation shall be responsible for the supervision, management and control of such Foundation employees and volunteers and any payroll, taxation or other employment obligation, if any, incident to their work. Any personnel employed by or volunteering on behalf of the City shall be deemed employees or volunteers respectively of the City, and shall not be deemed employees or volunteers of the Foundation. The City shall be responsible for the supervision, management and control of such City employees and volunteers 9 and any payroll, taxation or other employment obligation, if any, incident to their work. L. The Foundation shall maintain general liability insurance in the amount of $1,000,000 and in accordance with City insurance requirements, including adding the City as an additional insured party, for all work performed at the Parks by the Foundation’s employees, volunteers, contractors and subcontractors. M. The Foundation will appoint a representative who will be available to meet with City officials when requested. N. The DPARD Director or his designee is an ex-officio member of the Foundation Board of Directors and allowed to attend Foundation Board of Directors meetings . DPARD employees may attend meetings of the Foundation Board of Directors. The Foundation shall provide any requested information to the DPARD Director upon request with thirty (30 days) upon request as long as the information provided does not violate any donor trust or anonymity request, or any state or federal Personal Identifiable Information (PII) laws. O. THE FOUNDATION AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND THE CITY, ITS OFFICERS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR INJURIES, DAMAGE, LOSS, OR LIABILITY OF WHATEVER KIND OR CHARACTER, ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE BY THE FOUNDATION OR THOSE SERVICES CONTEMPLATED BY THIS AGREEMENT, INCLUDING ALL SUCH CLAIMS OR CAUSES OF ACTION BASED UPON COMMON, CONSTITUTIONAL OR STATUTORY LAW, OR BASED, IN WHOLE OR IN PART, UPON ALLEGATIONS OF NEGLIGENT OR INTENTIONAL ACTS OF FOUNDATION, ITS OFFICERS, EMPLOYEES, AGENTS, VOLUNTEERS, SUBCONTRACTORS, LICENSEES AND INVITEES. P. In the event any damage or injury is caused to the equipment or facilities provided by the City hereunder, by the negligence or improper conduct of the Foundation, its agents, volunteers, subcontractors or employees, the Foundation shall cause the said damage or injury to be repaired as speedily as possible at its own cost and expense. ARTICLE V NOTICE Any notice or other written instrument required or permitted to be delivered under the terms of this Agreement shall be deemed to have been delivered, whether actually received or not, when deposited in the United States mail, postage prepaid, registered o r certified, return receipt requested, or via electronic mail, hand-delivery or facsimile, addressed or sent to Foundation or City, as the case may be, at the following addresses: 10 CITY FOUNDATION City of Denton, Texas Denton Parks Foundation Attn: City Manager Attn: President 215 E. McKinney 601 E. Hickory, Suite B Denton, TX 76201 Denton, TX 76205 Todd.Hileman@cityofdenton.com Timothy.P.Smith@mwarep.org Either party may change its mailing address by sending notice of change of address to the other at the above address by certified mail, return receipt requested. ARTICLE VI RIGHT TO AUDIT The Foundation agrees to retain all books, records, documents, reports, and written accounting policies and procedures pertaining to the fundraising, donations, and services provided to DPARD under this agreement for a period of five (5) years from the date of record. The City shall have the right to audit and make copies of the boo ks, fundraising activities, pledges, donations, gifts, statements, financial records and computations pertaining to the Agreement. The Foundation shall retain such books, records, documents and other evidence pertaining to the Agreement 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. All books and records will be made available within a 50 mile ra dius of the City of Denton. The cost of the audit will be borne by the City. Failure to comply with the provisions of this section shall be a material breach of the Agreement and shall constitute, in the City’s sole discretion, grounds for t ermination 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 VII ETHICS The Foundation will adopt and comply with policies regarding code of conduct, conflicts of interest and potential conflicts of interest. ARTICLE VIII ADMINISTRATION OF AGREEMENT The President of the Foundation shall be the officer responsible for administration of the Agreement for the Foundation. The City Manager, or designee, shall be the City staff member responsible for the administration of this Agreement on behalf of the City. 11 ARTICLE IX NO ASSIGNMENT This Agreement is solely between the parties and cannot be assigned to another party without the express advance written approval of the non-assigning party. ARTICLE X MODIFICATION OF AGREEMENT No modification of this Agreement shall be effective unless it is in writing and signed by both parties to the Agreement. ARTICLE XI GOVERNING LAW AND VENUE This Agreement is subject to, governed by, and shall be construed under the laws of the State of Texas. Venue of any suit or cause of action arising under this Agreement shall be exclusively in Denton County, Texas. ARTICLE XII SEVERABILTY If any provision of this Agreement is found or deemed by a court of competent Jurisdiction to be mval1d or unenforceable, It shall be considered severable from the remainder of this Agreement, and shall not cause the remainder of this Agreement 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 parties hereto respecting the stricken provision. ARTICLE XIII CAPTIONS 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. IN WITNESS WHEREOF, the City and the Foundation have executed this Agreement in duplicate original counterparts, the City acting by and through its duly -authorized City Manager, and Foundation acting by and through its duly-authorized undersigned officer, on this the day of _____________, 20198. (signatures on following page) CITY OF DENTON 12 ____________________________________ TODD HILEMAN, CITY MANAGER ATTEST: JENNIFER WALTERSROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: _________________________________ DENTON PARKS FOUNDATION BY: _____________________________________ ITS: PRESIDENT EXHIBIT 1 The Denton Parks Foundation Donation Policies, Gift Acceptance, and Financial Procedures EXHIBIT 2 Fiscal Year 2019-202018-2019 Denton Parks Foundation Annual Fundraising Capital Plan City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2375,Version:1 AGENDA CAPTION Consider adoption of an ordinance authorizing the City Manager, or his designee, to execute a Contract of Sale between the City of Denton, a Texas home-rule municipal corporation ("Denton"), as Buyer, and the City of Garland, a Texas home-rule municipality ("Garland"), as Seller, to acquire fee title to a 2.194 acre tract and an access easement covering 0.076 acres, both situated in the Mary L. Austin Survey, Abstract No. 4, City of Denton, Denton County, Texas, and more particularly described in Exhibit "A," for the purchase price of Two Hundred Ninety-Eight Thousand One Hundred Thirty-Two Dollars and No Cents ($298,132.00), and other consideration, as prescribed in the Contract of Sale; authorizing the expenditure of funds therefor; providing a savings clause; and providing an effective date. City of Denton Printed on 10/11/2019Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Electric Engineering CM/ DCM/ ACM: Antonio Puente, CFO DATE: October 15, 2019 SUBJECT Consider adoption of an ordinance authorizing the City Manager, or his designee, to execute a contract of sale between the City of Denton, a Texas home-rule municipal corporation ("Denton"), as buyer, and the City of Garland, a Texas home-rule municipality, ("Garland"), as seller, to acquire fee title to a 2.194 acre tract and an access easement covering 0.076 acres, both situated in the Mary L. Austin Survey, Abstract No. 4, City of Denton, Denton County, Texas, and more particularly described in Exhibit "A,” for the purchase price of Two Hundred Ninety-Eight Thousand One Hundred Thirty-Two Dollars and No Cents ($298,132.00), and other consideration, as prescribed in the contract of sale; authorizing the expenditure of funds therefor; and providing a savings clause; and providing effective date. BACKGROUND The Spencer Interchange is a major transmission intertie point on the east side of the Denton Municipal Electric (DME) and the Texas Municipal Power Agency (TMPA) power systems. The interchange was originally constructed on land owned by the City of Denton (COD) in the early 1980’s. “Interchange” is the name used for transmission voltage substations to distinguish them from the more common distribution voltage substations. Spencer Interchange is located southeast of the Spencer Generating Station as shown on Exhibit 3. A project was undertaken by DME to upgrade the 138kV portion of the station by replacing aging equipment, increasing the capacity of the bus, adding two transmission line terminals, and replacing the control building and all the protective relay and control equipment. This project was planned and approved by TMPA but was ultimately transferred to DME for construction and ownership. The design for the project identified a need to expand the footprint of the station to the west near the southwest corner. It was also discovered that, when the power plant was sold, the boundary for the Spencer Interchange was placed at the fence line. The survey for sale did not retain space to include the portion of the ground grid that is required to be placed outside the south fence of the station. As stated earlier, the site for the Spencer Interchange has always been owned by the City of Denton. DME approached the City of Garland about purchasing land to expand the site to the west for the project and to the south to include the ground grid that is outside the south fence. The discussions for land rights also included requests for significant easement areas for access south and west of the station and for access to transmission lines located on the property. The proposed expansion and the access easements would have encumbered a large portion of the area between the power plant fence, the Spencer Interchange fence, and Spencer Road. Garland responded with a suggestion that DME purchase the entire area between the power plant fence and the interchange fence and Spencer Road totaling approximately 2.194 acres. Garland also agreed to an additional access easement of approximately 0.076 acres inside their power plant fence. Garland further consented to a Right-of-Entry license that would allow DME to City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com undertake the needed construction concurrently with development of a purchase agreement. That right- of-entry agreement is attached as Exhibit 4. The City of Denton and the City of Garland legal staffs have crafted a contract for the proposed purchase. That proposed contract is attached as an exhibit to the Ordinance attached to this AIS as Exhibit 2. The price for purchase of the property and easements was established via appraisal. Review of the ROE agreement indicates an expiration of April 1, 2019. Garland has asserted that they are still interested in completing the sale of the property and in providing the proposed access easement inside plant property. The proposed contract also grants Garland an easement across the property to be acquired by Denton as an access to the power plant property. TMPA current book value for the Spencer Interchange is in the range of $300,000. DME’s investment in the Spencer Interchange project, exclusive of the proposed land and easement purchase, has been $4,296,714. OPTIONS 1. Approve the Contract of Sale with the City of Garland for the fee purchase of an approximately 2.194 acre tract, purchase of an approximately 0.076 acre access easement, and grant of an access easement to Garland. 2. Not approve the proposed Contract of Sale with the City of Garland and direct other actions to be taken. RECOMMENDATION DME recommends approval of a Contract of Sale with the City of Garland in an amount not to exceed $298,132.00. PRIOR ACTION/REVIEW (Council, Boards, Commissions) There has been no prior action on the proposed Contract of Sale. A Right-of-Entry license agreement set in motion the activities that have led to the proposed contract. The Right-of-Entry license agreement is attached as Exhibit 4. FISCAL INFORMATION The costs for the tract and easement purchased under the proposed Contract of Sale will be funded out of the Spencer Interchange CIP project budget. EXHIBITS 1. Agenda Information Sheet 2. Ordinance with Proposed Contract 3. Spencer Interchange Location Map 4. Right-of-Entry License Agreement Respectfully submitted: Antonio Puente CFO; Acting General Manager of Electric Utilities Denton Municipal Electric Prepared by: Chuck Sears Transmission Engineering Manager Denton Municipal Electric City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2431,Version:1 AGENDA CAPTION Consider approval of the minutes of September 24, 2019. City of Denton Printed on 10/11/2019Page 1 of 1 powered by Legistar™ CITY OF DENTON CITY COUNCIL MINUTES September 24, 2019 After determining that a quorum was present, the City Council of the City of Denton, Texas convened in a Work Session on Tuesday, September 24, 2019, at 2:02 p.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas. PRESENT: Mayor Chris Watts, Mayor Pro Tem Gerard Hudspeth and Council Members Keely Briggs, Jesse Davis, John Ryan, Deb Armintor, and Paul Meltzer ABSENT: None Also present were City Manager Todd Hileman and First Assistant City Attorney Larry Collister WORK SESSION 1. Citizen Comments on Consent Agenda Items None. 2. Requests for clarification of agenda items listed on this agenda. o Consent Item 2.B (ID 19-2057) - Pulled for Individual Consideration. (Davis) o Consent Item 2.B (ID 19-2057) - As requested, staff provided clarification as to the reimbursement from Denton Independent School District. (Armintor) o Consent Item 2.K (ID 19-2204) - As requested, staff provided clarification as to the need for a towing contract for city vehicles. (Briggs, Armintor) 3. Work Session Reports A. ID 19-1958 Receive a report, hold a discussion, and give staff direction on potential revisions to the Denton City Council Rules of Procedure, and potential revisions to Denton City Code of Ordinances and Charter provisions relating to Boards and Commissions. The presentation was made and discussion followed. Following discussion, staff was directed to draft an ordinance which encompasses all items discussed for introduction as required under the City Council Rules of Procedure at an upcoming meeting followed by formal adoption at a subsequent meeting. The meeting was recessed at 3:15 p.m. for a short break and reconvened at 3:24 p.m. B. ID 19-2235 Receive a report, hold a discussion, and give staff direction on confidentiality agreements and non-disclosure agreements. The presentation was made and discussion followed. City of Denton City Council Minutes September 24, 2019 Page 2 The City Council convened into an executive session at 4:03 p.m. pursuant to Chapter 551.071 of the Texas Government Code (Attorney Briefings) to consult with the City Attorney. The executive session ended at 4:17 p.m. and the Work Session was reconvened at 4:17 p.m. Following further discussion, staff was directed to incorporate recommended changes for presentation and discussion at a future meeting. C. ID 19-2281 Receive a report, hold a discussion, and give staff direction regarding manufactured home financial risk disclosures. The presentation was made and discussion followed. Following discussion, there was no direction provided as the item was only for discussion purposes. D. ID 19-1914 Receive a report, hold a discussion, and give staff direction on the FY2019-2020 City Council priorities as discussed during the August 17, 2019 City Council retreat and August 27, 2019 City Council work session. The presentation was made and discussion followed. Following discussion, staff was directed to draft a resolution for approval at a future meeting. The meeting was recessed at 5:13 p.m. for a short break and reconvened at 5:19 p.m. E. ID 19-2275 Receive a report, hold a discussion and give staff direction on the use of certified mailings in public hearing notifications. The presentation was made and discussion followed. Following discussion, staff was directed to proceed with discontinuing the use of certified mailings as it pertains to public hearing notifications. F. ID 19-2085 Receive a report, hold a discussion, and give staff direction on pending City Council requests for information. The item was presented and discussion followed. Following discussion, results were as follows: • Item 1 - Revisiting Back In Parking (Meltzer) o No consensus to discuss at a future work session City of Denton City Council Minutes September 24, 2019 Page 3 • Item 2 - City of Dallas Welcoming City Information (Armintor) o No consensus to discuss at a future work session • Item 3 - Community Public Art Grants and Community Tree Grants (Davis) o Consensus to discuss at a future work session 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, September 24, 2019, at 6:30 p.m. in the City Council Chambers at City Hall, 215 E. McKinney Street, Denton, Texas. PRESENT: Mayor Chris Watts, Mayor Pro Tem Gerard Hudspeth and Council Members Keely Briggs, Jesse Davis, John Ryan, Deb Armintor, and Paul Meltzer ABSENT: None Also present were City Manager Todd Hileman and First Assistant City Attorney Larry Collister 1. PLEDGE OF ALLEGIANCE A. U.S. Flag B. Texas Flag 2. CONSENT AGENDA The consent agenda consisted of Items 2.A-N. During the Work Session held earlier in the day, Item 2.B (ID 19-2057) was pulled for individual consideration by Council Member Davis. Council Member Ryan moved to adopt the Consent Agenda, now consisting of items 2.A and 2.C- N. Motion seconded by Mayor Pro Tem Hudspeth. Motion carried. AYES (7): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis, Ryan, Armintor, and Meltzer NAYS (0): None A. ID 19-1455 Consider adoption of an ordinance of the City of Denton, authorizing the City Manager to execute a funding agreement between the City and Denton Community Food Center to provide Community Development Block Grant funds for improvements to the facility at 306 N. Loop 288, Denton, Texas 76209; authorizing the expenditure of funds not to exceed $100,000.00; and providing an effective date. ASSIGNED ORDINANCE NO. 19-1455 City of Denton City Council Minutes September 24, 2019 Page 4 C. ID 19-2190 Consider adoption of an ordinance of the City of Denton, Texas approving the Meet and Confer Agreement between the City of Denton and the Denton Fire Fighters Association; and providing an effective date. ASSIGNED ORDINANCE NO. 19-2190 D. ID 19-2253 Consider adoption of an ordinance of the City of Denton, Texas approving the Meet and Confer agreement between the City of Denton and the Denton Police Officers Association; and providing an effective date. ASSIGNED ORDINANCE NO. 19-2253 E. ID 19-2117 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the approval of a second amendment to a Professional Services Agreement between the City of Denton and Teague Nall and Perkins, Inc., amending the contract approved by City Council on May 8, 2018, in the not-to-exceed amount of $300,050, amended by Amendment 1 approved by the City Manager, said second amendment for engineering and architectural design for various City of Denton parking lots in the amount of $84,050; providing for the expenditure of funds therefor; and providing an effective date (File 6581 - providing for an additional second amendment expenditure amount not-to-exceed $84,050, with the total contract amount not-to-exceed $457,050). ASSIGNED ORDINANCE NO. 19-2117 F. ID 19-2197 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract with Whirlix Design, Inc. for the Construction of Quakertown Park Playground for the Parks and Recreation Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 7041 - awarded to Whirlix Design, Inc. in the not-to-exceed amount of $100,000). ASSIGNED ORDINANCE NO. 19-2197 G. ID 19-2198 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract with Whirlix Design, Inc., for the Construction of Martin Luther King Jr. Recreation Center Playground for the Parks and Recreation Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 7040 - awarded to Whirlix Design, Inc., in the not-to- exceed amount of $160,500). ASSIGNED ORDINANCE NO. 19-2198 H. ID 19-2199 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the approval of a first amendment to a Professional Services Agreement between the City of Denton and Matrix Consulting Group, Ltd., amending the contract approved by Purchasing on July 3, 2019, in the not-to-exceed amount of $40,000; said first amendment to provide comprehensive staffing analysis to be conducted on the Denton Police Department to assess current and future staffing needs in the amount of $92,000; providing for the expenditure of funds therefor; and providing an effective date (File 7116 - providing for an additional first amendment expenditure amount not-to-exceed $92,000, with the total contract amount not-to-exceed $132,000). ASSIGNED ORDINANCE NO. 19-2199 City of Denton City Council Minutes September 24, 2019 Page 5 I. ID 19-2200 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract with SHI Government Solutions, Inc., through the Department of Information Resources (DIR) Cooperative Purchasing Network Contract# DIR-TSO-4092 for the supply of Microsoft Enterprise Licensing Renewal Agreement to renew licensing for the Desktop Optimization Package, Remote Desktop Services, Office 365, and Client/Server software licensing; providing for the expenditure of funds therefor; and providing an effective date (File 7145- awarded to SHI Government Solutions, Inc., in the three (3) year not-to-exceed amount of $2,415,540). ASSIGNED ORDINANCE NO. 19-2200 J. ID 19-2201 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract with Oracle America, Inc., through the Department of Information Resources (DIR) Cooperative Purchasing Network Contract Number DIR-TSO-4158, for the supply of software maintenance and continued vendor support of the Oracle EnterpriseOne; providing for the expenditure of funds therefor; and providing an effective date (File 7146 - awarded to Oracle America, Inc., in the five (5) year not-to-exceed amount of $1,036,563.65). ASSIGNED ORDINANCE NO. 19-2201 K. ID 19-2204 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract with All American Towing and Recovery, Inc., for towing services for City vehicles; providing for the expenditure of funds therefor; and providing an effective date (IFB 7123 - awarded to All American Towing and Recovery, Inc., in the five (5) year not-to-exceed amount of $175,000). ASSIGNED ORDINANCE NO. 19-2204 L. ID 19-2246 Consider adoption of an ordinance of the City of Denton, Texas, concurring with the City Manager’s reorganization of the City of Denton’s administrative departments and divisions; authorizing the expenditure of funds in connection with the reorganization; and providing an effective date. ASSIGNED ORDINANCE NO. 19-2246 N. ID 19-2291 Consider adoption of an ordinance of the City of Denton providing authority to create and administer a Charity Care Policy for ambulance services; amending chapter 27 of the Code of Ordinances by adding a reduction in ambulance service fees with approved charity care assistance; making other findings and provisions related thereto; and providing for an effective date. ASSIGNED ORDINANCE NO. 19-2291 City of Denton City Council Minutes September 24, 2019 Page 6 ITEMS PULLED FOR INDIVIDUAL CONSIDERATION B. ID 19-2057 Consider approval of a resolution of the City of Denton, Texas authorizing the City Manager or his designee, to execute a Memorandum of Understanding with the Denton Independent School District (DISD), for reimbursement to the City in the estimated amount of $416,728 for Compensation and Benefits of Student Resource Officers (SROs) assigned at DISD for the period of July 1, 2019, through June 30, 2020, and providing an effective date. ASSIGNED RESOLUTION NO. 19-2057 Pulled for individual consideration by Council Member Davis. Council Member Davis had a conflict of interest and left the Council Chambers. There was no presentation and no discussion on the item. 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 Briggs, Ryan, Armintor, and Meltzer NAYS (0): None ABSTAIN (1): Council Member Davis 3. ITEMS FOR INDIVIDUAL CONSIDERATION A. ID 19-2153 Consider approval of a resolution nominating members to the Board of Directors of the Denton Central Appraisal District; and declaring an effective date. ASSIGNED RESOLUTION NO. 19-2153 There was no presentation and no discussion on the item. Mayor Pro Tem Hudspeth moved to approve the nomination of Rick Woolfolk to the Board of Directors of the Denton Central Appraisal District. Motion seconded by Council Member Ryan. Motion carried. AYES (7): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis, Ryan, Armintor, and Meltzer NAYS (0): None B. ID 19-2194 Consider nominations/appointments to the City’s Boards, Commissions, and Committees: Planning & Zoning Commission. There was no presentation and no discussion on the item. City of Denton City Council Minutes September 24, 2019 Page 7 Council Member Briggs moved to appoint the following as noted: BOARD/ COMMITTEE/ COMMISSION COUNCIL PLACE NOMINATING CCM MEMBER FIRST NAME MEMBER LAST NAME NEW TERM STATUS & QUALIFICATI ON OR PREFERENCE, IF ANY Planning and Zoning Commission 2 Briggs Brian Beck September 1, 2019 through August 31, 2021 New Motion seconded by Council Member Meltzer. Motion carried. AYES (7): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis, Ryan, Armintor, and Meltzer NAYS (0): None D. ID 19-2264 Consider adoption of an ordinance of the City of Denton, Texas amending the Fiscal Year 2018-19 Budget and Annual Program of Services of the City of Denton to allow for adjustments to the Risk Fund of two hundred seventy thousand dollars ($270,000) for the purpose of funding liability claims, adjustments to the Fleet Fund of five hundred thousand ($500,000) for the purpose of funding fuel purchases and outsourced vehicle and equipment repairs; declaring a public purpose; providing a severability clause; an open meetings clause and effective date. ASSIGNED ORDINANCE NO. 19-2264 The presentation was made and no discussion followed. Council Member Ryan moved to approve the item as presented. Motion seconded by Council Member Briggs. Motion carried. AYES (7): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis, Ryan, Armintor, and Meltzer NAYS (0): None 4. PUBLIC HEARINGS A. ID 19-2049 Hold a public hearing and consider adoption of an ordinance granting approval, in accordance with Chapter 26 of the Texas Parks and Wildlife Code, of the non-park use of a part of Bowling Green Park for the purpose of installing and maintaining a water line for the Fireside Development project parallel to Windsor Drive; providing for a notice by the City of Denton of non-park use for installation and maintenance of a water line and reservation of easement in the event of sale of park; and providing an effective date. The Parks, Recreation and Beautification Board recommended approval (6-0). STAFF IS REQUESTING THAT THIS ITEM BE POSTPONED INDEFINITELY. As noted, the public hearing was postponed indefinitely. City of Denton City Council Minutes September 24, 2019 Page 8 B. ID 19-2184 Hold a public hearing to gather input regarding the proposed amendments to the Naming Policy Guidelines for City Buildings, Facilities, Land, or any Portion Thereof. THIS ITEM HAS BEEN POSTPONED INDEFINITELY. 5. As noted, the public hearing was postponed indefinitely. CONCLUDING ITEMS Council Members expressed items of interest, congratulatory remarks and provided general announcements. Staff to provide responsive information to those requests for information as part of the Friday Report process. With no further business, the meeting was adjourned at 6:42 p.m. ____________________________________ CHRIS WATTS MAYOR CITY OF DENTON, TEXAS ____________________________________ JANE RICHARDSON ASSISTANT CITY SECRETARY CITY OF DENTON, TEXAS MINUTES APPROVED ON: _____________________________________________ City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2511,Version:1 AGENDA CAPTION Consider approval of an ordinance of the City of Denton authorizing the City Manager,or his designee,to execute and deliver an Advance Funding Agreement related to the furnishing and installing of traffic signal equipment by a municipality between the City of Denton and the Texas Department of Transportation, regarding the City’s request for reimbursement of the cost of installing traffic signal equipment directly related to the operation of intersections along the I-35E frontage road within the City that are specified in the Agreement; authorizing the expenditure of funds thereof; and providing an effective date. City of Denton Printed on 10/11/2019Page 1 of 1 powered by Legistar™ City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.co m AGENDA INFORMATION SHEET DEPARTMENT: ENGINEERING CM/ DCM/ ACM: Todd Hileman DATE: October 15, 2019 SUBJECT Consider approval of an ordinance of the City of Denton, Texas authorizing the City Manager or his designee, to execute and deliver an Advance Funding Agreement related to the furnishing and installing of traffic signal equipment by a municipality between the City of Denton and the Texas Department of Transportation, regarding the City’s request for reimbursement of the cost of installing traffic signal equipment directly related to the operation of intersections along the I-35E frontage road within the city that are specified in the agreement; authorizing the expenditure of funds thereof; and providing an effective date. BACKGROUND The Texas Department of Transportation has completed the construction of the IH 35E/Brinker Road interchange. Due to the high traffic volumes projected to use this new facility, TxDOT and the City of Denton have determined that the construction of a traffic signal is required for this interchange to operate safely. In order t o expedite this construction and the opening of the Brinker interchange, the City of Denton has agreed to perform the traffic signal construction subject to reimbursement by TxDOT up to an amount of $204,937.15 . In order for this reimbursement to take place, TxDOT will require the execution of a Local Transportation Project Advance Funding Agreement. RECOMMENDATION Staff recommends that Council approves the Advance Funding Agreement with TxDOT. PRIOR ACTION/REVIEW (Council, Boards, Commissions) N/A FISCAL INFORMATION Estimated reimbursement from TxDOT - $204,937.15. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Brinker Signal Agreement Respectfully submitted: Brian Jahn Traffic Engineer City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2332,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton, Texas to declare the intent to reimburse capital program expenditures of the Electric Utility ($37,649,374), Solid Waste ($3,120,000), Water ($2,421,800), Wastewater ($11,360,000), and General Government ($36,631,000) with Tax - Preferred Obligations (Certificates of Obligation and General Obligation Bonds) with an aggregate maximum principal amount not to exceed $91,182,174; and providing an effective date. City of Denton Printed on 10/11/2019Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT:Finance CFO:Antonio Puente, Jr. DATE:October 15, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas to declare the intent to reimburse capital program expenditures of the Electric Utility ($37,649,374), Solid Waste ($3,120,000), Water ($2,421,800), Wastewater ($11,360,000), and General Government ($36,631,000) with Tax- Preferred Obligations (Certificates of Obligation and General Obligation Bonds) with an aggregate maximum principal amount not to exceed $91,182,174; and providing an effective date. BACKGROUND The purpose of this item is to allow staff to begin these projects prior to the debt sale. Initially, funding for the expenditures will be provided with existing bond proceeds or unreserved fund balance. Once the debt is sold, these expenditures will be reimbursed from the debt proceeds. The debt sale is anticipated to be in late spring of 2020. The FY 2019-20 Capital Improvement Program (CIP) Budget includes new funding for capital projects by debt for General Government of $37,306,000. The General Government is requesting to utilize $23,441,000 of Certificates of Obligation to fund vehicle/equipment replacements ($3,141,000), a Municipal Facility at 401 N. Elm St. ($10,000,000), Fire Station 8 construction ($5,500,000), costs related to Lake Forest Dam ($3,000,000), replacement of facility HVAC, roofs and floorings ($1,500,000), and additional costs related to Fire Station 3 ($300,000). In addition, the General Government is requesting to utilize $13,190,000 of General Obligation Bonds to fund the various projects from the 2014 Bond Election. Increases from the FY 2019-20 Capital Improvement Program (CIP) Budget are related to the two Fire Station projects. Additional funding ($500,000) is necessary for Fire Station 8 based on construction proposals received. Additional costs to complete the Fire Station 3 projects related to data, telecom, furniture, fixtures, and equipment expenses ($300,000) are also necessary. The utilities are proposing to utilize $54,551,174of Certificates of Obligation to fund capital needs. Electric is requesting to utilize $37,649,374 of COs for feeder extensions & improvements, street lighting, new residential and commercial, distribution substations, and other capital. Water is requesting to utilize $2,421,000 for a booster pump station, transmission lines, and line replacements. Wastewater is requesting to utilize $11,360,000 of COs for lift station improvements, and line replacements. Solid Waste is requesting to utilize $3,120,000 for vehicles and building renovations. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com Exhibit 2 reflects the complete list of the CO and GO funded projects included in the reimbursement request. RECOMMENDATION Staff recommends adoption of the ordinance. EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Project Listing Exhibit 3 – Ordinance Respectfully submitted: David Gaines, 349-8260 Director of Finance Prepared by: Nancy Towle Treasury Manager DEBT FUNDED PROJECTS FY 19-20 CIP Budget Reimbursement Request GENERAL OBLIGATION PROJECTS: Street Reconstruction $12,250,000 $12,250,000 Bonnie Brae (Phase 6)410,000 410,000 Miscellaneous Roadways 500,000 500,000 Public Art for Street Improvements 30,000 30,000 SUBTOTAL - STREET IMPROVEMENTS (PROPOSITION 1) 2014 Bond Election $13,190,000 $13,190,000 Parks Property Acquisition $1,005,000 - Park Improvements (Masterplan)470,000 - SUBTOTAL - PARK SYSTEM IMPROVEMENTS (PROPOSITION 4) 2014 Bond Election $1,475,000 - TOTAL GOs - GENERAL GOVERNMENT $14,665,000 $13,190,000 CERTIFICATES OF OBLIGATION PROJECTS: Vehicle Replacement $3,141,000 $3,141,000 5 YEAR GENERAL GOVERNMENT DEBT $3,141,000 $3,141,000 Facility Maintenance Program (HVAC, Roofing & Flooring)$1,500,000 $1,500,000 10 YEAR GENERAL GOVERNMENT DEBT $1,500,000 $1,500,000 Fire Station 8 $5,000,000 5,500,000.00 Fire Station 3 - 300,000.00 Municipal Facility - 401 N. Elm Street 10,000,000 10,000,000 Parks - Lake Forest Dam 3,000,000 3,000,000 20 YEAR GENERAL GOVERNMENT DEBT $18,000,000 18,800,000.00 TOTAL COs - GENERAL GOVERNMENT $22,641,000 23,441,000.00 Riney Road Booster Pump Station $866,000 Northwest Transmission Lines 1,300,000 Field Service Replacement 255,800 WATER:$15,922,000 $2,421,800 Clear Creek Basin Pump Station $2,000,000 Hickory Creek Interceptor I 1,100,000 Hickory Creek Interceptor II 7,200,000 Field Service Replacement 1,060,000 WASTEWATER:$15,795,000 $11,360,000 Admin Bldg Renovations $1,000,000 Vehicles 2,120,000 SOLID WASTE:$3,290,000 $3,120,000 CAPITAL IMPROVEMENT PROJECT LISTING - DETAILED SERIES 2020 - Reimbursement Ordinance As of October 15, 2019 DEBT FUNDED PROJECTS FY 19-20 CIP Budget Reimbursement Request CAPITAL IMPROVEMENT PROJECT LISTING - DETAILED SERIES 2020 - Reimbursement Ordinance As of October 15, 2019 Automated Meter Reading 929,950 Communications Equipment 335,000 Distribution Transformers 1,500,000 Feeder Extensions & Improvements 7,599,963 New Residential & Commercial 2,600,000 Overhead to Underground Conversions 500,000 Power Factor Improvements 100,000 Street Lights & Security Lighting 6,569,461 Masch Branch Substation 250,000 Hickory Substation 5,800,000 Denton North Interchange 600,000 Underwood Substation 1,000,000 Brinker Substation 2,100,000 Replace EPS Metering CTs Multi-stations 110,000 RTU Upgrades 175,000 Ethernet Security Gateway Relays Multi-station 150,000 Substation Security (Transmission Costs)140,000 Pockrus - Brinker/SPI Transmission Line 990,000 Hickory Substation Transmission Line Upgrades 1,600,000 Hickory - Eagle Transmission Line 3,500,000 Hickory - Bonnie Brae Transmission Line 1,100,000 ELECTRIC $37,649,374 $37,649,374 TOTAL COs $95,297,374 $77,992,174 GRAND TOTAL $109,962,374 $91,182,174 DEBT FUNDED PROJECTS FY 19-20 CIP Budget Reimbursement Request GENERAL OBLIGATION PROJECTS: Street Reconstruction $12,250,000 $12,250,000 Bonnie Brae (Phase 6)410,000 410,000 Miscellaneous Roadways 500,000 500,000 Public Art for Street Improvements 30,000 30,000 SUBTOTAL - STREET IMPROVEMENTS (PROPOSITION 1) 2014 Bond Election $13,190,000 $13,190,000 Parks Property Acquisition $1,005,000 - Park Improvements (Masterplan)470,000 - SUBTOTAL - PARK SYSTEM IMPROVEMENTS (PROPOSITION 4) 2014 Bond Election $1,475,000 - TOTAL GOs - GENERAL GOVERNMENT $14,665,000 $13,190,000 CERTIFICATES OF OBLIGATION PROJECTS: Vehicle Replacement $3,141,000 $3,141,000 5 YEAR GENERAL GOVERNMENT DEBT $3,141,000 $3,141,000 Facility Maintenance Program (HVAC, Roofing & Flooring)$1,500,000 $1,500,000 10 YEAR GENERAL GOVERNMENT DEBT $1,500,000 $1,500,000 Fire Station 8 $5,000,000 5,500,000.00 Fire Station 3 - 300,000.00 Municipal Facility - 401 N. Elm Street 10,000,000 10,000,000 Parks - Lake Forest Dam 3,000,000 3,000,000 20 YEAR GENERAL GOVERNMENT DEBT $18,000,000 18,800,000.00 TOTAL COs - GENERAL GOVERNMENT $22,641,000 23,441,000.00 Riney Road Booster Pump Station $866,000 Northwest Transmission Lines 1,300,000 Field Service Replacement 255,800 WATER:$15,922,000 $2,421,800 Clear Creek Basin Pump Station $2,000,000 Hickory Creek Interceptor I 1,100,000 Hickory Creek Interceptor II 7,200,000 Field Service Replacement 1,060,000 WASTEWATER:$15,795,000 $11,360,000 Admin Bldg Renovations $1,000,000 Vehicles 2,120,000 SOLID WASTE:$3,290,000 $3,120,000 CAPITAL IMPROVEMENT PROJECT LISTING - DETAILED SERIES 2020 - Reimbursement Ordinance As of October 15, 2019 DEBT FUNDED PROJECTS FY 19-20 CIP Budget Reimbursement Request CAPITAL IMPROVEMENT PROJECT LISTING - DETAILED SERIES 2020 - Reimbursement Ordinance As of October 15, 2019 Automated Meter Reading 929,950 Communications Equipment 335,000 Distribution Transformers 1,500,000 Feeder Extensions & Improvements 7,599,963 New Residential & Commercial 2,600,000 Overhead to Underground Conversions 500,000 Power Factor Improvements 100,000 Street Lights & Security Lighting 6,569,461 Masch Branch Substation 250,000 Hickory Substation 5,800,000 Denton North Interchange 600,000 Underwood Substation 1,000,000 Brinker Substation 2,100,000 Replace EPS Metering CTs Multi-stations 110,000 RTU Upgrades 175,000 Ethernet Security Gateway Relays Multi-station 150,000 Substation Security (Transmission Costs)140,000 Pockrus - Brinker/SPI Transmission Line 990,000 Hickory Substation Transmission Line Upgrades 1,600,000 Hickory - Eagle Transmission Line 3,500,000 Hickory - Bonnie Brae Transmission Line 1,100,000 ELECTRIC $37,649,374 $37,649,374 TOTAL COs $95,297,374 $77,992,174 GRAND TOTAL $109,962,374 $91,182,174 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2359,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 Modern Geosciences,LLC,for gas well inspection services for the Environmental Services Department;providing for the expenditure of funds therefor;and providing an effective date (RFP 7095 -awarded to Modern Geosciences,LLC,for one (1)year,with the option for two (2)additional one (1) year extensions, in the total three (3) years not-to-exceed amount of $750,000). City of Denton Printed on 10/10/2019Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance CFO: Antonio Puente, Jr. DATE: October 15, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract with Modern Geosciences, LLC, for gas well inspection services for the Environmental Services Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 7095 – awarded to Modern Geosciences, LLC, for one (1) year, with the option for two (2) additional one (1) year extensions, in the total three (3) years not-to-exceed amount of $750,000). BACKGROUND The City of Denton Gas Wells Inspections division contracts out the inspections for gas wells within city limits since 2017. The inspections cover code compliance (signs, equipment, fencing, trash, lighting, landscape, pipeline marking, erosion control, etc.), leak detection, noise, and naturally occurring radioactive materials (NORM) assessments. The services that Modern Geosciences, LLC would provide include completing “Standard” inspections; completing “Fence Line” inspections for methane, hydrogen sulfide, tVOCs, naturally occurring radioactive material (NORM), noise, and particulate matter; completing “Near Equipment” inspections using FLIR-OGI, methane, and NORM meters; providing reports for all inspection activities, including inspection checklists, site photos, and GIS information, as completed ; providing a comprehensive annual report; and updating, when necessary, the current Geographic Information Systems (GIS) database for gas wells. Requests for Proposals was sent to 351 prospective suppliers of this item. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. Four (4) proposals were received and evaluated based upon published criteria including the ability to provide additional support services, compliance with specifications, indicators of probable performance and price. Based upon this evaluation, Modern Geosciences, LLC, was ranked the highest and determined to be the best value for the City. NIGP Code Used for Solicitation: 926 – Environmental and Ecological Services Notifications sent for Solicitation sent in IonWave: 351 Number of Suppliers that viewed Solicitation in IonWave: 11 HUB-Historically Underutilized Business Invitations sent out: 29 SBE-Small Business Enterprise Invitations sent out: 140 Responses from Solicitation: 4 City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com RECOMMENDATION Award a contract with Modern Geosciences, LLC, for the supply of gas well inspection services for the Environmental Services Department, in a one (1) year, with the option for two (2) additional one (1) year extensions, in the total three (3) years not-to-exceed amount of $750,000. PRINCIPAL PLACE OF BUSINESS Modern Geosciences, LLC Colleyville, TX ESTIMATED SCHEDULE OF PROJECT This is an initial one (1) year contract with options to extend the contract for two (2) additional one (1) year periods, with all terms and conditions remaining the same. FISCAL INFORMATION These services will be funded from Development Services Department account 220300.7879. The budgeted amount for this item is $750,000. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Pricing Evaluation Exhibit 3: LLC Members Exhibit 4: Ordinance and Contract Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Debra Viera, 940-349-7162. Legal point of contact: Mack Reinwand at 940-349-8333. Modern Geosiences, LLC Bradley Hodges Inspections Solutient GeoSciences, Inc. Sphere 3 Environmental, Inc. Colleyville, TX Stephenville, TX Tyler, TX Longview, TX $218,425 $111,480 $666,590 $539,600 $750,000 ITEM 1 Ability to provide additional support services 10%10 8 9 10 2 Compliance with specifications 30%30 15 24 25 3 Indicators of Probable Performance under contract 30% 30 20 22 17 4 Price, Total Cost of Ownership 30%15 30 5 6 85 73 60 58Total: Contract Total (3 years): Respondent's Business Name: Principal Place of Business (City and State): DESCRIPTION RFP 7095 - Pricing Evaluation for Gas Well Inspections Services Exhibit 2 Pricing Estimate: Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 3137C553-23A5-4531-A0E5-8505A14B1158 7095 Gas Well Inspection Services Yes Jane Rogers RFP Contract # 7095 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND MODERN GEOSCIENCES, LLC (CONTRACT 7095) THIS CONTRACT is made and entered into this date ______________________, by and between Modern Geosciences, LLC, a Texas Limited Liability Company, whose address is 5100 Thompson Terrace, Colleyville, Texas 76034, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products and/or services in accordance with the City’s document RFP 7095 – Gas Well Inspection Services, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit “A”); (b) City of Denton’s RFP 7095 (Exhibit “B” on File at the Office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions (Exhibit “C”); (d) Insurance Requirements (Exhibit “D”); (e) Certificate of Interested Parties Electronic Filing (Exhibit "E"); (f) Contractor’s Proposal (Exhibit "F"); (g) Form CIQ – Conflict of Interest Questionnaire (Exhibit "G"); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as “Contract Documents.” Prohibition on Contracts with Companies Boycotting Israel Supplier acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Supplier certifies that Supplier’s signature provides written verification to the City that Supplier: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization DocuSign Envelope ID: 3137C553-23A5-4531-A0E5-8505A14B1158 Contract # 7095 Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Supplier certifies that Supplier’s signature provides written verification to the City that Supplier, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR BY: ______________________________ AUTHORIZED SIGNATURE Date: _______________________________ Printed Name: ________________________ Title: _______________________________ ___________________________________ PHONE NUMBER ___________________________________ EMAIL ADDRESS ___________________________________ APPROVED AS TO LEGAL FORM: TEXAS ETHICS COMMISSION AARON LEAL, CITY ATTORNEY CERTIFICATE NUMBER BY: __________________________________ CITY OF DENTON, TEXAS ATTEST: ROSA RIOS, CITY SECRETARY BY: ______________________ TODD HILEMAN BY: _________________________________ CITY MANAGER Date: THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT DocuSign Envelope ID: 3137C553-23A5-4531-A0E5-8505A14B1158 Kenneth S. Tramm General Manager 682-223-1322 9/24/2019 ktramm@moderngeosciences.com ktramm@moderngeosciences.com General Manager Utilities Kenneth Banks Contract # 7095 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $750,000. Pricing shall be per Exhibit F attached. The contract term will be one (1) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional two (2) one-year periods. The contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council. 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. 2. Price Escalation and De-escalation The City will implement an escalation/de-escalation price adjustment annually. The escalation/de- escalation will be based upon manufacturer published pricing sheets to the vendor. The price will be increased or decreased based upon the annually percentage change in the manufacturer’s price list. The price adjustment will be determined annually from the award date. Should the change exceed or decrease a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the published price change. It is the supplier or the Cities responsibility to request a price adjustment annually in writing. If no request is made, then it will be assumed that the bid price will be in effect. The supplier must submit or make available the manufacturers pricing sheet used to calculate the bid proposal, to participate in the escalation/de-escalation clause. DocuSign Envelope ID: 3137C553-23A5-4531-A0E5-8505A14B1158 Contract # 7095 Exhibit C Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton’s contract are applicable to contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City’s Procurement Department and the Supplier. No Terms and Conditions contained in the seller’s proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the City’s premises or on public rights-of-way. 1. CONTRACTOR’S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor’s Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City’s name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be DocuSign Envelope ID: 3137C553-23A5-4531-A0E5-8505A14B1158 Contract # 7095 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 DocuSign Envelope ID: 3137C553-23A5-4531-A0E5-8505A14B1158 Contract # 7095 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 t he 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 DocuSign Envelope ID: 3137C553-23A5-4531-A0E5-8505A14B1158 Contract # 7095 in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non-conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City’s agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor’s obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failure of the Contractor to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City’s payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. DocuSign Envelope ID: 3137C553-23A5-4531-A0E5-8505A14B1158 Contract # 7095 15. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor’s continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City’s right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor’s Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract DocuSign Envelope ID: 3137C553-23A5-4531-A0E5-8505A14B1158 Contract # 7095 Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY – TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY – DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and DocuSign Envelope ID: 3137C553-23A5-4531-A0E5-8505A14B1158 Contract # 7095 conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables, or replace the non-conforming deliverables with fully conforming deliverables, at the City’s option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City’s rights under this section. D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer’s warranty, the Contractor shall transfer and assign such manufacturer’s warranty to the City. If for any reason the manufacturer’s warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturer’s warranty for the benefit of the City. 22. WARRANTY – SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the City’s rights under this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor DocuSign Envelope ID: 3137C553-23A5-4531-A0E5-8505A14B1158 Contract # 7095 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 Feder al, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor’s Offer, or in any report or deliverable required to be submitted by the Contractor to the City. 27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City’s reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor’s default, including, without limitation, cost of cover, reasonable attorneys’ fees, court costs, and prejudgment and post- judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City’s vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days’ prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available DocuSign Envelope ID: 3137C553-23A5-4531-A0E5-8505A14B1158 Contract # 7095 for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR’S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF DocuSign Envelope ID: 3137C553-23A5-4531-A0E5-8505A14B1158 Contract # 7095 THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage’s and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor’s and all subcontractors’ insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers’ compensation coverage written by the Texas Workers’ Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The “other” insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any DocuSign Envelope ID: 3137C553-23A5-4531-A0E5-8505A14B1158 Contract # 7095 reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage’s indicated within the Contract. xiv. The insurance coverage’s specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse effect on the Contractor’s ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor’s Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. DocuSign Envelope ID: 3137C553-23A5-4531-A0E5-8505A14B1158 Contract # 7095 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City’s exercise anywhere in the world of the rights associated with the City’s’ ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor’s breach of any of Contractor’s representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co-counsel on the City’s behalf. Further, Contractor agrees that the City’s specifications regarding the deliverables shall in no way diminish Contractor’s warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City’s and/or its licensors’ confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, “Confidential Information”). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by DocuSign Envelope ID: 3137C553-23A5-4531-A0E5-8505A14B1158 Contract # 7095 the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City’s sole or joint ownership of any such deliverables arising by virtue of the City’s sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made-for-hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made - for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work- made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Contractor’s obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Contractor shall not advertise or publish, without the City’s prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with DocuSign Envelope ID: 3137C553-23A5-4531-A0E5-8505A14B1158 Contract # 7095 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 assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. The Vendor shall notify the City’s Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of the company or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director’s resolution approving the action, or an executed merger or acquisition agreement. Failure to do so may adversely impact future invoice payments. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either DocuSign Envelope ID: 3137C553-23A5-4531-A0E5-8505A14B1158 Contract # 7095 the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator’s fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 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 DocuSign Envelope ID: 3137C553-23A5-4531-A0E5-8505A14B1158 Contract # 7095 refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: New Year’s Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year’s Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 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 DocuSign Envelope ID: 3137C553-23A5-4531-A0E5-8505A14B1158 Contract # 7095 orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph – i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. DocuSign Envelope ID: 3137C553-23A5-4531-A0E5-8505A14B1158 Contract # 7095 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Workers’ Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use 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 DocuSign Envelope ID: 3137C553-23A5-4531-A0E5-8505A14B1158 Contract # 7095 days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFP/Bid documents 3. City’s standard terms and conditions 4. Purchase order 5. Supplier terms and conditions DocuSign Envelope ID: 3137C553-23A5-4531-A0E5-8505A14B1158 Contract # 7095 Exhibit D INSURANCE REQUIREMENTS AND WORKERS’ COMPENSATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better. • Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, cl aim administration and defense expenses. • Liability policies shall be endorsed to provide the following: ▪ Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. ▪ That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. ▪ Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. • Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. DocuSign Envelope ID: 3137C553-23A5-4531-A0E5-8505A14B1158 Contract # 7095 • 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 sa tisfactory 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, produc ts, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. • Coverage B shall include personal injury. • Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: • Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. • Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. DocuSign Envelope ID: 3137C553-23A5-4531-A0E5-8505A14B1158 Contract # 7095 [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: • any auto, or • all owned hired and non-owned autos. [X] Workers’ Compensation Insurance Contractor shall purchase and maintain Workers’ Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers ’ Compensation Commission (TWCC). [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an “occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. [ ] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. [ ] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. DocuSign Envelope ID: 3137C553-23A5-4531-A0E5-8505A14B1158 Contract # 7095 [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. [ ] Environmental Liability Insurance Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this contract. [ ] Riggers Insurance The Contractor shall provide coverage for Rigger’s Liability. Said coverage may be provided by a Rigger’s Liability endorsement on the existing CGL coverage; through and Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, Rigger’s Liability Coverage form. Said coverage shall mirror the limits provided by the CGL coverage [ ] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a “blanket” basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required. [ ] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. DocuSign Envelope ID: 3137C553-23A5-4531-A0E5-8505A14B1158 Contract # 7095 ATTACHMENT 1 [X] Workers’ Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner- operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the DocuSign Envelope ID: 3137C553-23A5-4531-A0E5-8505A14B1158 Contract # 7095 project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and DocuSign Envelope ID: 3137C553-23A5-4531-A0E5-8505A14B1158 Contract # 7095 b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor’s failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. DocuSign Envelope ID: 3137C553-23A5-4531-A0E5-8505A14B1158 Contract # 7095 Exhibit E Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. DocuSign Envelope ID: 3137C553-23A5-4531-A0E5-8505A14B1158 Contract # 7095 Exhibit F Respondent's Business Name Modern Geosciences, LLC Principal Place of Business (City and State)Colleyville TX Services Proposal Pricing: ITEM Est. Annual Quantity UOM Type of Service Requested Unit Price Cost of Service 1 120 EA High Priority Gas Well Inspections; 60 wells once every 6 months $765.00 $91,800.00 2 122 EA Moderate Priority Gas Well Inspections; 122 wells once every 12 months $705.00 $86,010.00 3 53 EA Low Priority Gas Well Inspections; 107 wells once very 24 months $555.00 $29,415.00 $207,225.00 ITEM Estimated Annual Quanity Unit Price TOTAL 5 2 $135.00 $270.00 6 2 $285.00 $570.00 7 2 $200.00 $400.00 8 2 $150.00 $300.00 9 2 $500.00 $1,000.00 10 2 $1,750.00 $3,500.00 11 2 $850.00 $1,700.00 12 2 $95.00 $190.00 13 2 $85.00 $170.00 14 2 $150.00 $300.00 15 2 $1,400.00 $2,800.00 $11,200.00 $218,425.00 Field Support GIS Support Hours Technical Support Air Sampling on padsite Continuous TOTAL GRAND TOTAL Hydrogen Sulfide Analysis Leak Detection Norm Detection Air Sampling on padsite 72-Hr Nosie Study Upwind and Downwind Air Sampling RFP 7095 Pricing Sheet for Gas Well Inspection Services The respondent shall complete the following section, which directly corresponds to the specifications. The contractor shall not make changes to this format. Total Cost Cost of Additional Services: DESCRIPTION VOC Analysis DocuSign Envelope ID: 3137C553-23A5-4531-A0E5-8505A14B1158 Exhibit CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relat ionship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Sec tion 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this s ection is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local gov ernment officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date DocuSign Envelope ID: 3137C553-23A5-4531-A0E5-8505A14B1158 G Modern Geosciences LLC X X None X None 9/24/2019 X Certificate Of Completion Envelope Id: 3137C55323A54531A0E58505A14B1158 Status: Sent Subject: Please DocuSign: City Council Contract 7095 Gas Well Inspection Services Source Envelope: Document Pages: 33 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 9/19/2019 9:38:42 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: 9/19/2019 10:04:10 AM Viewed: 9/19/2019 10:04:21 AM Signed: 9/19/2019 10:07:00 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: 9/19/2019 10:07:03 AM Viewed: 9/19/2019 2:52:30 PM Signed: 9/19/2019 4:00:39 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: 9/19/2019 4:00:41 PM Viewed: 9/24/2019 10:12:40 AM Signed: 9/24/2019 10:14:16 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Kenneth S. Tramm ktramm@moderngeosciences.com General Manager Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 64.183.187.30 Sent: 9/24/2019 10:14:19 AM Viewed: 9/24/2019 10:17:01 AM Signed: 9/24/2019 10:18:59 AM Electronic Record and Signature Disclosure: Accepted: 11/29/2018 10:52:41 AM ID: 4bcc7f7c-0aab-417b-80eb-7a80c5c87438 Signer Events Signature Timestamp Kenneth Banks kenneth.banks@cityofdenton.com General Manager Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 9/24/2019 10:19:01 AM Resent: 9/24/2019 10:50:17 AM Resent: 9/24/2019 10:50:32 AM Viewed: 9/24/2019 11:02:30 AM Signed: 9/24/2019 12:16:50 PM Electronic Record and Signature Disclosure: Accepted: 9/24/2019 11:02:30 AM ID: 1653eefc-1540-49a7-a67b-567cfd4baf28 Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 9/24/2019 12:16:53 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: 9/19/2019 10:07:02 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: 9/19/2019 10:07:03 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 Deborah Viera deborah.viera@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 9/24/2019 12:16:53 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: Kenneth S. Tramm, Kenneth Banks, 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 19-2505,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 Waste Connections Lone Star, Inc., providing for a guaranteed volume agreement for the landfill; and providing an effective date. City of Denton Printed on 10/11/2019Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Solid Waste & Recycling Department ACM: Mario Canizares DATE: October 15, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract with Waste Connections Lone Star, Inc., providing for a guaranteed volume contract for the landfill; and providing an effective date. BACKGROUND Currently, the City of Denton’s landfill has four private companies and one municipality providing 110,000 tons of waste and generating $2.7 million in revenue annually. To date, City Council has approved three of the six agreements increasing annual revenue by $616,000. If the remaining agreements are approved, the Solid Waste Department will receive an additional $2 million in annual revenue over a three-year period that will directly help retire the debt issued to fund landfill programs. Several of these programs were eliminated due to poorly constructed business plans that significantly overestimated revenues, thereby shifting the subsidization burden to residential and commercial business customers. Should the remaining agreements be put into place for the next three years, the subsidization will be reduced and allow for a $36 annual decrease to residential customers and strategic reductions of side load refuse and front load recycling commercial rates. Should the volume contract agreements become enacted it is estimated that there will be estimated 90-150 day impact on the life span of the landfill. With this correction in the overall landfill business pro forma, the average rates for residential and commercial collection services will bring Denton more in line with other metroplex cities. As a result of the increased revenue and decreasing debt service, staff is proposing two options to decrease residential and commercial side load refuse and front load recycling rates. Option A, is based on the three agreements approved by Council on October 8, 2019 and includes a $1.50 per month decrease for residential customers and a rate decrease for commercial side load refuse and front load recycling. Option B, is based on all six agreements being approved and includes a $3.00 per month decrease for residential customers and further rate decreases for commercial side load refuse and front load recycling. The contract being considered is with Waste Connections Lone Star, Inc. Waste Connections is currently a customer of the landfill, with an account in good standing. Waste Connections is willing to guarantee delivery of 60,938 tons of solid waste annually in year one and 65,000 tons annually in years two and three in consideration of a discounted disposal charge of $27.00 per ton, representing $1,645,326 in annual revenue year one and $1,755,000 in annual revenue in years two and three. The contract includes a promise to bring tonnage to the landfill and make payment based on the guaranteed tonnage regardless of the actual amount of solid waste delivered. The landfill seeks to receive guaranteed, predictable tonnages of solid waste for both revenue and management purposes. This agreement would be reviewed and trued up annually, include an annual City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com inflation escalator, and provide for three years of revenue to assist in achieving the goal of rate stabilization for the Solid Waste fund. RECOMMENDATION Award a contract with Waste Connections Lone Star, Inc., for guaranteed landfill disposal volumes, in a three (3) year contract. ESTIMATED SCHEDULE OF PROJECT This is a three (3) year contract. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On August 20, 2019, the City Council (CC) approved negotiations on this item for consideration. FISCAL INFORMATION Fund 660-Solid Waste revenue of $1,645,326 in year one and $1,755,000 in years two and three EXHIBITS 1. Agenda Information Sheet 2. Waste Connections Lone Star, Inc Ordinance and Contract Respectfully submitted: Brian Boerner, 349-8001 Director of Solid Waste City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2487,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 Allied Waste Services of Fort Worth, LLC., providing for a guaranteed volume contract for the landfill; and providing an effective date. City of Denton Printed on 10/11/2019Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Solid Waste & Recycling Department ACM: Mario Canizares DATE: October 15, 2019 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract with Allied Waste Services of Fort Worth, LLC., providing for a guaranteed volume contract for the landfill; and providing an effective date. BACKGROUND Currently, the City of Denton’s landfill has four private companies and one municipality providing 110,000 tons of waste and generating $2.7 million in revenue annually. To date, City Council has approved three of the six agreements increasing annual revenue by $616,000. If the remaining agreements are approved, the Solid Waste Department will receive an additional $2 million in annual revenue over a three-year period that will directly help retire the debt issued to fund landfill programs. Several of these programs were eliminated due to poorly constructed business plans that significantly overestimated revenues, thereby shifting the subsidization burden to residential and commercial business customers. Should the remaining agreements be put into place for the next three years, the subsidization will be reduced and allow for a $36 annual decrease to residential customers and strategic reductions of side load refuse and front load recycling commercial rates. Should the volume contract agreements become enacted it is estimated that there will be estimated 90-150 day impact on the life span of the landfill. With this correction in the overall landfill business pro forma, the average rates for residential and commercial collection services will bring Denton more in line with other metroplex cities. As a result of the increased revenue and decreasing debt service, staff is proposing two options to decrease residential and commercial side load refuse and front load recycling rates. Option A, is based on the three agreements approved by Council on October 8, 2019 and includes a $1.50 per month decrease for residential customers and a rate decrease for commercial side load refuse and front load recycling. Option B, is based on all six agreements being approved and includes a $3.00 per month decrease for residential customers and further rate decreases for commercial side load refuse and front load recycling The contract being considered is with Allied Waste (Republic). Republic is currently a customer of the landfill, with an account in good standing. Republic is willing to guarantee delivery of 7,237 tons in year one and 7,680 tons of solid waste in years two and three in consideration of a discounted disposal charge of $27.00 per ton, representing $195,399 in annual revenue to the Solid Waste fund. The contract includes a promise to bring tonnage to the landfill and make payment based on the guaranteed tonnage regardless of the actual amount of solid waste delivered. The landfill seeks to receive guaranteed, predictable tonnages of solid waste for both revenue and management purposes. This agreement would be reviewed and trued up annually, include an annual City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com inflation escalator, and provide for three years of revenue to assist in achieving the goal of rate stabilization for the Solid Waste fund. RECOMMENDATION Award a contract with Allied Waste Services of Fort Worth, LLC., for guaranteed landfill disposal volumes, in a three (3) year contract. ESTIMATED SCHEDULE OF PROJECT This is a three (3) year contract. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On August 20, 2019, the City Council (CC) approved negotiations on this item for consideration. FISCAL INFORMATION Fund 660-Solid Waste revenue of $195,399 in year one and $207,360 annually in years two and three EXHIBITS 1. Agenda Information Sheet 2. Allied Waste Services of Fort Worth, LLC., Ordinance and Contract 3. LLC Ownership Information Respectfully submitted: Brian Boerner, 349-8001 Director of Solid Waste City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 19-2512,Version:1 AGENDA CAPTION Consider nominations/appointments to the City’s Boards,Commissions,and Committees:Animal Shelter Advisory Committee and Health & Building Standards Commission. City of Denton Printed on 10/11/2019Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City M anager’s Office ACM: Sara Hensley DATE: October 15, 2019 SUBJECT Consider nominations/appointments to the City’s Boards, Commissions, and Committees: Animal Shelter Advisory Committee and Health & Building Standards Commission. BACKGROUND On June 16, 2019, the 2019 Boards & Commissions Screening & Appointment Process was presented and discussed with the City Council. This item is the first step in appointing members for 2019 under the new process. Exhibit 2 includes those seats for the above-noted Boards, Commissions, and Committees for whom nominations have been received, nominees fully vetted and found to meet all necessary qualifications to serve on the respective board/commission/committee. As previously discussed, only those nominees who have been fully vetted and qualified will be presented for appointment. This is not a complete listing of nominees received to date as the vetting is still in progress for some or (re)nominations have not been received. EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Nominations Sheet Respectfully submitted: Rosa Rios City Secretary City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com BOARD/COMMITTEE/COMMISSION COUNCIL PLACE NOMINATING CCM MEMBER FIRST NAME MEMBER LAST NAME PRESENT TERM NEW TERM STATUS & QUALIFICATION OR PREFERENCE, IF ANY Health & Building Standards Commission 4 Ryan Sam Ortiz HOLDOVER July 1, 2018 through June 30, 2020 July 1, 2018 through June 30, 2020 Reappointment (Qualif.: 6/Other) Animal Shelter Advisory Committee 7 Watts Sara Hensley N/A UNEXPIRED September 1, 2019 through August 31, 2019 New (Qualif.: 2/City Official BOARDS & COMMISSIONS - NOMINATIONS LIST OCTOBER 15, 2019 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:AESA19-0001a,Version:1 AGENDA CAPTION Hold a public hearing and consider adoption of an ordinance of the City of Denton,Texas approving a request for an Alternative Environmentally Sensitive Area Plan for approximately 49.9-acres of land generally located on the north side of West University Drive and west of North Masch Branch Road in the City of Denton, Denton county,Texas;adopting an amendment to the city’s official ESA map;providing for a penalty in the maximum amount of $2,000.00 for violations thereof;providing for severability;and establishing an effective date.(AESA19-0001, fisher 59, Hayley Zagurski) City of Denton Printed on 10/10/2019Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services CM: Todd Hileman DATE: October 15, 2019 SUBJECT Hold a public hearing and consider adoption of an ordinance related to a request by Fisher 59 Properties LLC. for an Alternative Environmentally Sensitive Area Plan for approximately 49.9 -acres of land generally located on the north side of West University Drive and west of North Masch Branch Road in the City of Denton, Denton County, Texas; adopting an amendment to the City’s official ESA map; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing for severability; and establishing an effective date. (AESA19-0001, Fisher 59, Hayley Zagurski). BACKGROUND Lenny Meers and Jim Whisler with Grimes Consulting, on behalf of Tom McElveney of Fisher 59, has requested an Alternative Environmentally Sensitive Area (AESA) Plan for a new Fisher 59 distribution facility. The Alternative ESA Plan is for the purpose of deviating from the Undeveloped Floodplain regulations. The floodplain ESA area is shown in the Alternative ESA Plan, attached as Exhibit 5. The subject property is zoned Employment Center Industrial (EC-I). The distribution center is currently under construction on Lot 1 of the Fisher 59 Addition with driveway access only to W. University Drive, and adjacent to the facility on Lot 2 is undeveloped land where the applicant intends to develop a second point of driveway access to N. Masch Branch Road. For the purpose of constructing the driveway, which will cross a tributary of Hickory Creek, the applicant is proposing to cut and fill a portion of the floodplain to mitigate for loss of valley storage. Mitigation strategies would include slope stabilization with native vegetation for habitat enhancement and the establishment of two bio- retention basins at select stormwater outfalls to remove runoff pollution. ESAs, Generally Within the City of Denton, certain areas with ecological value are designated as ESAs. These areas are subject to regulations that limit land-disturbing activities to protect water quality, provide plant and animal habitats, and provide critical linkages for wildlife. Two such types of ESAs include: • Undeveloped Floodplain – This designation applies to areas within the FEMA 1% Annual Chance Floodplain (a.k.a. 100-year floodplain) that are undeveloped and in their natural state. • Riparian Buffer - This designation restricts development within either 50 or 100 feet of the centerline of streams, depending upon the size of basin that is drained. Areas that show indications of the presence of an ESA are assessed as part of the development process . If a property owner wishes to disturb a verified ESA, approval of an AESA Plan must first be obtained. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com Approval of an AESA Plan requires two public hearings, the first at the Planning and Zoning Commission for a recommendation and the second at the City Council for ultimate approval. ESAs at Fisher 59 Two ESA field assessments were conducted by staff prior to the submittal of the Alternative ESA Plan: • The first field assessment conducted in 2009 (ESA09-0007) found that the channels traversing the subject property did not have a Riparian Buffer, and the ESA designation was removed for the Riparian Buffer. A land disturbance application was received by the City prior to the adoption of updates to Subchapter 17 in April 2018. The findings of the field assessment did not expire. • A second field assessment was conducted in 2018 to assess the floodplain associated with the channel (ESA18-0008). At this time, the floodplain was confirmed to be undeveloped. Thus, any disturbances within the floodplain would require an Alternative ESA Plan. A more detailed explanation of the history and changes to the ESAs on this site as well as a full Staff Analysis of the requested AESA Plan are provided in Exhibit 2. PLANNING AND ZONING COMMISSION A public hearing was originally opened for this case at the July 17, 2019 Planning and Zoning Commission meeting. The public hearing was postponed on multiple occasions while the applicant worked through issues related to TXDOT requirements for detention on the site that would have required amendments to both the AESA plan and the FEMA approved CLOMR for the floodplain modifications. On September 18, 2019 the Planning and Zoning Commission held a public hearing and voted 6-0-1 to approve the requested AESA Plan with the staff recommended conditions. There was no discussion related to this item, and no individuals from the public requested to speak. OPTIONS 1. Recommend approval. 2. Recommend approval subject to conditions. 3. Recommend denial. 4. Postpone consideration. RECOMMENDATION Staff recommends approval of this request with the following conditions: 1. Land disturbance within the Floodplain ESA is limited to 5.51 acres for grading activities and the permanent removal of 0.27 acres of ESA for the construction of a proposed access road pursuant to the Alternative Environmentally Sensitive Area Report prepared by Terracon Consultants, Inc., dated July 2, 2019. 2. Seeding of native prairie habitat over an approximately 6.0 -acre area with the Native Seed Mix plants provided in Table 3 of the Alternative ESA Plan shall be completed prior to the final inspection for the proposed driveway by the Building Inspections Division. Plants established as a part of the proposed native prairie habitat are to be seeded and maintained by the current property owner/developer for a period of three (3) years following installation. Any plants that are removed, destroyed, or die within that three (3) year period are required to be replaced by the current property owner/developer to achieve a minimum 90% survival rate. 3. Construction of two bio-retention systems over an approximately 0.28-acre area for water quality control would result in an offset in water quality volume by 3,180 cubic feet. Construction of the two bio-retention systems and installation of plantings shall be completed prior to the issuance of a Certificate of Occupancy for the distribution facility on the property. The bio-retention water- quality control systems shall be maintained by the property owner pursuant to the maintenance plan provided in the Alternative Environmentally Sensitive Area Report prepared by Terracon Consultants, Inc., dated July 2, 2019. Any plants that are removed, destroyed, or are required to be replaced and must achieve a minimum 90% survival rate at the end of the three (3) year reporting period described in Condition 8. 4. Modifications to the water quality controls, such as the location, size, or shape of the control, will be subject to the approval of the Environmental Services Director so long as the Water Quality Volume treated by the controls does not deviate from the values stated in the Alternative ESA Plan by more than 5%. 5. Following the installation and inspection of the native prairie habitat and bio-retention systems, the property owner shall submit an annual report to the Environmental Services Director during the first three (3) years describing the cumulative mitigation work performed and the survivability of the plantings for staff review and inspection. 6. The property owner shall dedicate an easement to the City of Denton that provides the City the right but not the obligation to maintain the bio-retention systems if the owner does not provide maintenance and repairs. This easement shall be provided to Development Services staff for review prior to the approval of an ordinance for the Alternative ESA Plan. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Date Council, Board, Commission Request Action September 12, 2018 Planning and Zoning Commission Preliminary Plat Approved November 14, 2018 Planning and Zoning Commission Final Plat of Lot 1 Approved July 17, 2019 August 7, 2019 August 21, 2019 Planning and Zoning Commission AESA Plan Postponed Public Hearing September 18, 2019 Planning and Zoning Commission AESA Plan Recommended Approval with Conditions PUBLIC OUTREACH: Nine (9) notices were sent to property owners within 200 feet of the subject property. As of the writing of this report, staff has received one (1) response to the mailed notifications in support of the request. Five (5) courtesy notices were sent to physical addresses within 500 feet of the subject property. Notices were published in the Denton Record Chronicle on Sunday, June 30, 2019 and on September 28, 2019. Notices were published on the City’s website on June 27, 2019 and September 26, 2019. Four (4) signs were posted on the property on July 2, 2019. No neighborhood meetings have been held as of the issuance of this report. 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. Aerial Map 4. Zoning Map 5. Alternative ESA Plan 6. Applicant Narrative 7. Preliminary Plat 8. LLC Members List 9. Notification Map and Response 10. Presentation 11. Draft Ordinance Respectfully submitted: Richard Cannone, AICP Deputy Director/Planning Director Prepared by: Hayley Zagurski Senior Planner And Christi Upton Environmental Compliance Coordinator Planning Report AESA19-0001/Fisher 59 Floodplain Modification City Council District 3 REQUEST: The request is for an Alternative ESA Plan to allow for modifications to the undeveloped floodplain for driveway access to a Fisher 59 distribution center. SITE DATA: The subject property is zoned EC-I District. The subject property includes 49.99 acres of land that has been preliminary platted as two lots. Lot 1, containing approximately 37.9 acres of land is being developed with a distribution facility. Lot 2, containing approximately 12.02 acres of land is currently undeveloped. The applicant proposes to develop a second point of driveway access for the distribution facility across Lot 2. The general configuration of these two lots is shown in Figure 1 below, and is further detailed on the Preliminary Plat (Exhibit 7). Figure 1. Lot Boundaries – the proposed AESA to modify the Floodplain ESA in Lot 2 shown in red The property has approximately 60 feet of frontage on North Masch Branch Road and approximately 1,530 feet of frontage on West University Drive. Both North Masch Branch Road and West University Drive are classified as Primary Arterial roadways on the Mobility Plan. West University Drive is controlled and operated by the Texas Department of Transportation (TXDOT). Two different types of ESA were originally mapped on this property: Riparian Buffer and Floodplain. As was indicated in the Background information in the AIS, after a field assessment conducted in 2009, Staff determined that the Riparian Buffer was not present on either Lot 1 or Lot 2. This designation was removed, and is shown on Figure 2 below. The stream on Lot 2 is a tributary of Hickory Creek. Figure 2. Riparian Buffer ESAs were removed from Lot 1 and Lot 2 in 2009 The second type of ESA on the property is Floodplain. The Floodplain ESA boundaries are defined as the FEMA 1% (100-year) and are shown on Figure 3 below. FEMA-approved changes to the boundaries are periodically updated on the Official ESA Map found online. It is important to note that recent changes to the Floodplain boundary on the subject property as described below are not yet reflected on the Official ESA Map online, but they are reflected on the FEMA maps. In 2011 a Letter of Map Revision (LOMR) was approved by FEMA, which modified the boundaries of the western floodplain segment on Lot 1 to what is shown on the FEMA map in Figure 3. The revised floodplain boundaries on Lot 1 have been accounted for in the layout of the distribution center development, so an Alternative ESA plan was not required for the Floodplain on Lot 1. A Conditional LOMR (CLOMR) was approved by staff for the floodplain on Lot 2 in November of 2018. The CLOMR is under review with FEMA at this time, and is expected to be fully approved following a required public notification period. These revised floodplain boundaries approved by FEMA as a part of this CLOMR are the basis for the Alternative ESA Plan. A field assessment completed in 2018 confirmed this area to meet the criteria of an Undeveloped Floodplain ESA. Figure 3 Floodplain on Lot 2 is Undeveloped Floodplain The proposed driveway access to the warehouse will traverse the eastern Floodplain ESA. Reclamation work is to reconfigure the FEMA 1% boundaries as shown on Figure 4. The proposed project includes improving habitat conditions within the undeveloped floodplain with a native seed mix. The project also includes construction of two bio -retention systems that will offset the water quality treatment offered by the removed floodplain area. Construction plans for the bio-retention will be provided with the final plat for Lot 2. Construction details will be finalized at that time. Figure 4 Proposed change to the western Floodplain ESA CONSIDERATIONS: Section 35.17.11 of the DDC outlines the criteria for approval of an Alternative ESA Plan. These criteria are as follows: Criteria for Approval Applicable to Project Strategy to Meet Criteria Mitigation goals are obtained by creating, expanding, and/or improving environmentally sensitive areas. Yes The proposed project would involve the establishment of approximately 6.28 acres of areas seeded with native prairie drain field herbaceous vegetation, and additional moist soil species will be established in bioretention basins. Mitigation goals are obtained by preserving environmentally sensitive areas above the minimum requirements, exchanges between different Yes The proposed project would install pollution prevention controls and implement best management practices. Bioretention basins would be installed to enhance water quality. The overall environment of the site would be types of ESAs, installing pollution prevention controls, and/or implementing best management practices or any other approaches that result in the improvement of the environment being impacted. improved by establishing areas of diverse vegetation using native seed mix to enhance the habitat quality of disturbed areas on the site beyond what is currently present. Areas offered as mitigation are linked to existing or planned open space or conserved areas to provide an overall open space system. Yes The portion of the floodplain that will be seeded with a native drain field seed mix for mitigation has continuity and connection with other portions of the floodplain upstream and downstream of the mitigation. Development is arranged for maximizing access and utilization of the environmentally sensitive areas by citizens. Not applicable The development consists of an active distribution center where public access would be restricted due to safety and security concerns. Areas offered as mitigation are placed either in a lot or lots that incorporate a permanent conservation easement, restrictive covenants, or such other legal mechanism to allow for the long-term conservation of said areas. Yes The floodplain ESA will be placed in a drainage easement at the time of final platting for Lot 2. The Alternative ESA Plan shall demonstrate that the developer’s alternative proposal results in a high quality development meeting the intent of the standards in the DDC. Yes The proposed mitigation activities described in this plan provide enhancements to water quality and habitat diversity and function above the base requirements mandated by the City for the development. The proposed water quality enhancements would result in an offset of the floodplain’s current Water Quality Volume (WQv). The 6.28 acres of areas established in native drain field seed mix would provide diverse habitat to compensate for the permanent removal of approximately 0.27 acre of low diversity mostly non-native species habitat for the driveway installation. These water quality and habitat improvements are presented as mitigation to impacts to the floodplain ESA and are above and beyond the requirements of a typical development. Mitigation activities located in easement areas will be protected against future disturbance, further promoting long term environmental quality on the development. STAFF RECOMMENDATION: Staff recommends approval of this request with the following conditions: 1. Land disturbance within the Floodplain ESA is limited to 5.51 acres for grading activities and the permanent removal of 0.27 acres of ESA for the construction of a proposed access road pursuant to the Alternative Environmentally Sensitive Area Report prepared by Terracon Consultants, Inc., dated July 2, 2019. 2. Seeding of native prairie habitat over an approximately 6.0-acre area with the Native Seed Mix plants provided in Table 3 of the Alternative ESA Plan shall be completed prior to the final inspection for the proposed driveway by the Building Inspections Division. Plants established as a part of the proposed native prairie habitat are to be seeded and maintained by the current property owner/developer for a period of three (3) years following installation. Any plants that are removed, destroyed, or die within that three (3) year period are required to be replaced by the current property owner/developer to achieve a minimum 90% survival rate. 3. Construction of two bio-retention systems over an approximately 0.28-acre area for water quality control would result in an offset in water quality volume by 3,180 cubic feet. Construction of the two bio-retention systems and installation of plantings shall be completed prior to the issuance of a Certificate of Occupancy for the distribution facility on the property. The bio-retention water-quality control systems shall be maintained by the property owner pursuant to the maintenance plan provided in the Alternative Environmentally Sensitive Area Report prepared by Terracon Consultants, Inc., dated July 2, 2019. Any plants that are removed, destroyed, or are required to be replaced and must achieve a minimum 90% survival rate at the end of the three (3) year reporting period described in Condition 8. 4. Modifications to the water quality controls, such as the location, size, or shape of the control, will be subject to the approval of the Environmental Services Director so long as the Water Quality Volume treated by the controls does not deviate from the values stated in the Alternative ESA Plan by more than 5%. 5. Following the installation and inspection of the native prairie habitat and bio-retention systems, the property owner shall submit an annual report to the Environmental Services Director during the first three (3) years describing the cumulative mitigation work performed and the survivability of the plantings for staff review and inspection. 6. The property owner shall dedicate an easement to the City of Denton that provides the City the right but not the obligation to maintain the bio-retention systems if the owner does not provide maintenance and repairs. This easement shall be provided to Development Services staff for review prior to the approval of an ordinance for the Alternative ESA Plan. £¤380 LA RIAT OLDDOMINIONMASCH BRANCHDARBY SMITHUNIVERSITY HAMPTON PRI VATEE N ERGY PLACE AESA19-0001Site Location 0 410 820205 Feet The C ity of Denton has prepared maps for departmental use. These are not official m aps of the City of D enton and should not be used for legal, engi neering or surveying purposes but rather for reference purposes. These maps are the property ofthe City of D enton and have been made avai lable to the public based on the Public Inform ation Act. The C ity of Denton makes every effort to produce and publish the most current and accurate i nformati on possible. No w arranties, expressed orimplied, are provided for the data herei n, its use, or its interpretation. U tilization of this map indicates understanding and acceptance of this statem ent. SITE Parcels Roads COD ETJ NAA 8/1/20 µ Date: 6/25/2019 In 200ft address spreadsheet include the acreage and percentage of each of the owners within the bufferMAKE SURE TO REMOVE THE SITE ADDRESSES/ACREAGE £¤380 RD-5 ETJ NRMU-12 EC-I NR-2 RD-5X IC-E LA RIAT OLDDOMINIONMASCH BRANCHDARBY SMITHUNIVERSITY HAMPTON PRI VATEE N ERGY PLACE AESA19-0001Zoning Map (2002) 0 410 820205 Feet The C ity of Denton has prepared maps for departmental use. These are not official m aps of the City of D enton and should not be used for legal, engi neering or surveying purposes but rather for reference purposes. These maps are the property ofthe City of D enton and have been made avai lable to the public based on the Public Inform ation Act. The C ity of Denton makes every effort to produce and publish the most current and accurate i nformati on possible. No w arranties, expressed orimplied, are provided for the data herei n, its use, or its interpretation. U tilization of this map indicates understanding and acceptance of this statem ent. SITE Parcels Roa ds EC-I ETJ IC -E NR-2 NRMU -1 2 RD-5 RD-5 X µ Date: 6/25/2019 In 200ft address spreadsheet include the acreage and percentage of each of the owners within the bufferMAKE SURE TO REMOVE THE SITE ADDRESSES/ACREAGE Alternative Environmentally Sensitive Area Report Fisher59 Distribution Center Northwest Corner of US Hwy 380 and Masch Branch Road Denton, Denton County, Texas July 2, 2019 Terracon Project No. 94177808 Prepared for: MOD-gen, INC and/or Assigns Denton, Texas Prepared by: Terracon Consultants, Inc. Dallas, Texas Reliable ■ Responsive ■ Resourceful TABLE OF CONTENTS Page 1.0 EXECUTIVE SUMMARY ................................................................................................................. 1 2.0 INTRODUCTION .............................................................................................................................. 1 2.1 Project Location ................................................................................................................ 1 2.2 Project Description ........................................................................................................... 1 3.0 EXISTING SITE DESCRIPTION ...................................................................................................... 2 3.1 General Description .......................................................................................................... 2 3.2 Confirmed Environmentally Sensitive Areas ................................................................. 2 4.0 PROPOSED SITE IMPROVEMENTS DESCRIPTION .................................................................... 3 4.1 Proposed Site Description ............................................................................................... 3 4.2 Proposed Floodplain Improvements............................................................................... 3 4.3 Proposed Enhancements .................................................................................................... 4 4.4 Monitoring and maintenance ............................................................................................... 8 4.5 Criteria for Approval ............................................................................................................ 8 List of Tables Table 1 – Floodplain Alterations ................................................................................................................ 4 Table 2 – Pre and Post-project WQv Amounts with and without Bioretention ..................................... 6 Table 3 – Native Seed Mix Species ............................................................................................................ 7 Table 4 – Proposed Bioretention Basin Vegetation List ......................................................................... 7 Table 5 – Maintenance Activities ................................................................... Error! Bookmark not defined. APPENDICES APPENDIX A – Exhibits Exhibit 1.0 Location Map Exhibit 2.0 Proposed Project Exhibit 3.0: Existing Aquatic Features Exhibit 4.0: Existing Floodplains and Stream Buffers Exhibit 5.0: Proposed Environmental Sensitive Area Alteration Exhibit 6.0: Proposed Site Enhancement Locations APPENDIX B – City Assessments, Data Point Sheets, And Site Photographs APPENDIX C – Site Layout APPENDIX D – Site Design Sheets and Calculations APPENDIX E – Stormwater Management Facility Operation and Maintenance Plan Reliable ■ Responsive ■ Resourceful Alternative Environmentally Sensitive Area Report Fisher59 Distribution Center Northwest Corner of US Highway 380 and Masch Branch Road Denton, Denton County, Texas Terracon Project No. 94177808 July 2, 2019 1.0 EXECUTIVE SUMMARY For the proposed construction of distribution center on an approximately 50-acre site, approximately 5.51 acres of Environmentally Sensitive Areas (ESAs) would be impacted. ESAs were identified on the site based on FEMA flood zone map data for undeveloped floodplains. During the construction of the proposed project, cut and fill activities immediately adjacent to the impacted floodplain would be conducted to mitigate for loss of valley storage. Additional mitigation activities to enhance water quality would include slope stabilization, and the establishment of bioretention basins at select stormwater outfalls. Habitat functions would be mitigated by the construction of the bioretention basins and establishing approximately 6.28 acres of native prairie areas. 2.0 INTRODUCTION This report documents ESAs on the subject property and the proposed project impacts to ESAs on the property. This document proposes mitigation activities to address deviations from Subchapter 17 of the Denton Development Code (DDC) and to meet the criteria in Subchapter 35.17.11 of the DDC. 2.1 Project Location The proposed project is located on an approximately 50-acre tract of land, northwest of U.S. Highway 380 (US 380) and Masch Branch Road, in Denton, Denton County, Texas, hereafter referred to as the study area. The study area is depicted on Exhibit 1.0 in Appendix A. 2.2 Project Description The proposed project would involve the development of a distribution center on the subject property. The distribution center would include the construction of warehouse space, truck staging and loading areas, employee parking, and access roads to the facility from Masch Branch Road and US 380. The road access from Masch Branch Road would include the placement of fill material and the installation of box culverts in the floodplain and channel of an intermittent stream that traverses the eastern portion of the proposed project site. A figure depicting the proposed project is included as Exhibit 2.0 in Appendix A. Fisher59 Distribution Center ■ Masch Branch Road and US 380, Denton, TX July 2, 2019 ■ Terracon Project No. 94177808 Reliable ■ Responsive ■ Resourceful The proposed project would result in temporary and permanent impacts from fill activities in aquatic resources subject to the jurisdiction of the Clean Water Act (CWA). On September 13, 2018 the United States Army Corps of Engineers (USACE) verified that the proposed project would be covered by Nationwide Permit 39 for Commercial and Institutional Developments (USACE Project Number SWF-2010-00273), with no compensatory mitigation required. Concurrent with the Nationwide permit application and verification, an Approved Jurisdictional Determination (AJD) was requested from the USACE. The AJD concurred with Terracon’s opinion that while the streams within the study area would be subject to Section 404 jurisdiction, a wetland and open water feature identified on the site were isolated and/or incident to previous construction activities on the site and would not be subject to Section 404 jurisdiction. TxDOT will require on site detention for the construction of the site access across the floodplain. Construction of any detention measures at the request of TxDOT will not modify the intent of providing water quality treatment as shown in this plan 3.0 EXISTING SITE DESCRIPTION 3.1 General Description The proposed project site is bounded by US 380 on the southern border and Masch Branch Road is located approximately 500 feet east of the site’s eastern boundary. The study area is mostly undeveloped. An oil/gas well pad is located near the northwest corner of the study area, and a gravel road grants access to the pad from Masch Branch Road. Elevations on the site range between 650 to 680 feet above mean sea level, sloping generally to the south. 3.2 Confirmed Environmentally Sensitive Areas Floodplains Terracon downloaded and reviewed Federal Emergency Management Agency (FEMA) Flood Insurance Rate Map (FIRM) Panel Number 48121C0355G (Revised April 18, 2011) and Letter of Map Revision (LOMR) Determination Document Case Number 12-06-1709P (Effective July 9, 2013). According to the FEMA documents, the majority of the study area is located outside the limits of the FEMA mapped 100-year floodplain and 500-year floodplains and is in Zone X, unshaded. A large section of the eastern study area is located in the Zone A and Zone AE flood zones associated with an intermittent stream. The base flood elevation ranges from 659 feet above mean sea level in the northern reach and 657 feet in the southern reach. The floodplain as observed in the study area appears to be undeveloped. In 2012 the City of Denton obtained a drainage and maintenance easement for an area encompassing the 100-year floodplain. This floodplain has been designated an undeveloped floodplain and an Environmentally Sensitive Fisher59 Distribution Center ■ Masch Branch Road and US 380, Denton, TX July 2, 2019 ■ Terracon Project No. 94177808 Reliable ■ Responsive ■ Resourceful Area by the City of Denton. Exhibit 4.0 in Appendix A depicts the undeveloped floodplains in the study area. 4.0 PROPOSED SITE IMPROVEMENTS DESCRIPTION 4.1 Proposed Site Description The proposed project would involve cut, fill, and grading activities within the study area before constructing the distribution center facilities. In addition to a warehouse and office space, a paved truck staging and parking area would be constructed on the western portion of the property, a truck maintenance facility would be located northeast of the warehouse, and a paved parking area would be located immediately south of the warehouse facility. Electrical, water, and sanitary sewer utilities would be installed to service the facility. The total area of construction would be 34-acres. Access to the facility would be from access roads from Masch Branch Road and U.S. 380. The construction of the access road from Masch Branch Road would require cut and fill activities across the ESA floodplain. The intermittent stream channel would be routed through a series of box culverts where the access road would cross the stream channel. A Storm Water Pollution Prevention Plan has been developed to address temporary erosion and sediment control issues during the proposed project construction. Best Management Practices (BMP) that would be used to during construction include but are not limited to: · The placement of silt fencing and silt control logs to capture sediment before entering tributaries; · The installation of inlet protection measures on stormwater drain inlets; · The construction of storm drain outlet protection structures; · The use of erosion control matting on disturbed slopes to limit erosion and sediment issues; · After grading and construction is completed, areas with bare soil would be revegetated. The Site Plan included in Appendix C shows the proposed development, existing ESA floodplain, proposed alterations to site ESAs, and proposed mitigation activities to address impacts to ESAs. Design drawings showing the proposed landscaping plan and erosion/sediment control BMP locations are included in Appendix D. 4.2 Proposed Floodplain Improvements The construction of the Masch Branch Road access road to the facility would result in the alteration of the ESA floodplain. Cut and fill activities would also be conducted to compensate for loss of valley storage incurred by construction in the existing floodplain. Within the study Fisher59 Distribution Center ■ Masch Branch Road and US 380, Denton, TX July 2, 2019 ■ Terracon Project No. 94177808 Reliable ■ Responsive ■ Resourceful area, the existing 100-year floodplain occupies an area of approximately 16.6 acres. The proposed post-project 100-year floodplain would occupy an area of approximately 17.35 acres. Table 3 below shows the quantity of cut and fill and area of disturbance involved with the construction of the proposed project in the study area floodplains. There are no proposed disturbances to the western stream floodplain. Exhibit 5.0 in Appendix A shows the proposed floodplain alterations. Table 1 – Floodplain Alterations Activity Cut (Cubic Yards) Fill (Cubic Yards) Area of Disturbance (Acres) Earth Work in Existing Floodplain for Project Construction 11,870 7,775 5.51 4.3 Proposed Enhancements To mitigate loss of habitat and water quality functions incurred by alterations to the ESA floodplain, several site and habitat enhancements are proposed. Enhancements include the construction of bioretention basins, and the establishment of native vegetation. Mitigation activities were constrained by the availability of suitable mitigation areas, and constraints on activities that can be done in an active floodplain. The mitigation activities proposed were chosen to provide water quality functions to downstream waters, to provide a diversity of habitat that is currently not present on the site, and to provide sustainable mitigation areas that would be low maintenance. The mitigation activities are detailed in the sections below and shown in Exhibit 6.0 in Appendix A, the site plan (Exhibit C.1) in Appendix C, and the site landscape plan in Appendix D. Mitigation goals are divided into water quality and habitat function uplift. Water quality uplift will be quantified using pre and post-project Water Quality Volume (WQv) to show post-project water quality uplift in the reduction of site WQv. Enhanced habitat acreage would be used to demonstrate habitat uplift. Post project habitat uplift would be based on the acreage of established native and diverse habitat areas. Proposed Water Quality Enhancements Water Quality Volume (WQv) is the storage needed to capture and treat the runoff from 85% of the average annual rainfall. Stormwater management goals often seek to lower WQv. A lower WQv indicates that more stormwater volume is retained on the site thereby reducing stormwater pollutant loads leaving the site and increasing downstream offsite water quality. WQv is a function of drainage area size, percent impervious cover, and a standardized typical rainfall volume. Drainage areas with more impervious cover have greater WQv than an area with less impervious cover. To enhance stormwater quality and reduce WQV, two bioretention basins areas would be constructed. The first basin (BB-1) is located in the southern portion of the proposed project area immediately east of the service entrance off of U.S. 380. BB-1 is 0.06 acre in size, and Fisher59 Distribution Center ■ Masch Branch Road and US 380, Denton, TX July 2, 2019 ■ Terracon Project No. 94177808 Reliable ■ Responsive ■ Resourceful accept stormwater drainage from the developed site, and drainage along the southern access road in the eastern drainage area (Exhibit H3 in Appendix D shows the bioretention basin location in the overall drainage areas of the site). The second basin (BB-2) would be approximately 0.22 acre located on the southern end of the development and accept drainage from the proposed parking area in the western drainage area. Both basins would be approximately 2.5 feet deep and consist of layers of gravel at bottom elevations followed by sand, sand/loam, and mulch layers at upper elevations. The bioretention areas would be planted with herbaceous vegetation species more adapted to wet conditions. The bioretention basin detail below shows the components of the basin. Calculations included in Appendix D show the WQv of these basins and other calculations used in determining their required size in relation to contributing drainage areas and desired treatment capacity. The Stormwater Management Facility Operation and Maintenance Plan included in Appendix E contains details of the basins and maintenance procedures for the basins. The proposed bioretention basins would provide a combined reduction in site WQv of 3,180 CF (Appendix D calculations). The ESA floodplain has a pre-project WQv of 5,303 CF based on a 16.6 acre area with 0.96% impervious cover from an existing access road to a gas well. The post-project floodplain area representing a 17.35 acres of ESA floodplain would have a WQv of 6,047 CF. The post-project WQv value takes into account 1.56% impervious cover that includes the newly constructed access road, and remaining lengths of the existing gas well access road. The post-project condition represents a WQv increase of 744 CF. The proposed bioretention basins would fully compensate for the post-project increased WQv in the DFIS-1 floodplain area. The graphic and Table 2 below summarizes the WQv amounts with and without the bioretention basins. WQv calculation sheets are included in Appendix D. Fisher59 Distribution Center ■ Masch Branch Road and US 380, Denton, TX July 2, 2019 ■ Terracon Project No. 94177808 Reliable ■ Responsive ■ Resourceful Table 2 – Pre and Post-project WQv Amounts with and without Bioretention WQv Conditions Without Bioretention WQv Conditions with Bioretention WQv Area WQv (CF) WQv Area WQv (CF) ESA Floodplain Pre- Project (16.6 acres) 5,303 CF ESA Floodplain Pre- Project (16.6 acres) 5,303 CF Post- Project Floodplain (Representative 17.35 acre area) 6,047 CF Post- Project Floodplain (Representative 17.35 acre area) 6,047 CF Post Project Increase Without Bioretention +744 CF Post Project Increase Without Bioretention +744 CF Bioretention WQv Reduction -3,180 CF Remaining Bioretention WQv Reduction on Site -2,867 CF 6,047 CF Post-driveway WQQv – 3180 CF Bio-retention WQv = 2,867 CF Final WQv As shown in the table, the implementation of the proposed bioretention basins would more than mitigate for the post-project WQv increase resulting from the installation of the access road in the ESA floodplain. Proposed Habitat Quality Enhancements Fisher59 Distribution Center ■ Masch Branch Road and US 380, Denton, TX July 2, 2019 ■ Terracon Project No. 94177808 Reliable ■ Responsive ■ Resourceful During a March 13, 2018 site investigation, Terracon observed the ESA floodplain to be dominated by a mix of bermudagrass (Cynodon dactylon) herbaceous cover, with interspersed honey locust (Gleditsia triacanthos) and mesquite (Prosopis glandulosa) saplings and shrubs. Near the DFIS-1 channel larger canopy individuals of honey locust, mesquite, and hackberry (Celtis laevegata) were observed. In all, approximately 0.27 acre of this habitat would be removed permanently from the delineated floodplain ESA due to the construction of the proposed access road from Masch Branch Road. An additional 5.51-acre area would be disturbed by grading activities associated with maintaining valley storage of the new floodplain. As mitigation for the 0.27-acre loss of habitat function from the undeveloped floodplain, an area of the development would be planted with a native drain field that would result in the establishment of native prairie areas that could tolerate periodic inundation and moist soil conditions. The drain field mix would be seeded in a 6-acre area disturbed by grading inside and immediately adjacent to the improved floodplain. 4.51 acres of the 6-acre area that would be seeded is located in the developed floodplain. Below are the species that make up the native drain field mix. Table 3 – Native Seed Mix Species Scientific Name Common Name Rate; PLB/Acre Carex vulpinoldea Foxtail caric sedge 1.0 Chasmanthium latifolium River oats 2.0 Panicum virgatum Switchgrass 2.0 Carex davisii Davis’ caric sedge 1.0 Spartina pectinate Prairie cordgrass 1.0 Elymus riparius Riverbank wildrye 2.0 Additionally, the bioretention basins would provide some habitat functions by allowing diverse ground cover for small vertebrate and invertebrate species. The bioretention basins would occupy a total area of 0.28 acre. The bioretention basin planting list from the site landscape plan is included as Table 4 below. Table 4 – Proposed Bioretention Basin Vegetation List Upper Elevation Wet and Dry Condition Adapted Species Lower Elevation Wet Condition Adapted Species Scientific Name Common Name Scientific Name Common Name Elymus canadensis Canada wild rye Carex vulpinoldea Foxtail caric sedge Schizachyrinum scoparium Little blue stem Chasmanthium latifolium River oats Muhlenbergia reverchonii Seep muhly Panicum virgatum Switchgrass Echinacea purpurea Purple cone flower Muhlenbergia reverchonii Seep muhly Lupinus texensis Texas bluebonnet Rudbeckia hirta Black-eyed Susan Rudbeckia hirta Black-eyed Susan Dalea purpurea Purple Prairie Clover Coreopsis tinctoria Plains Coreopsis Iris brevicaulis Purple Iris Coreopsis tinctoria Plains Coreopsis Fisher59 Distribution Center ■ Masch Branch Road and US 380, Denton, TX July 2, 2019 ■ Terracon Project No. 94177808 Reliable ■ Responsive ■ Resourceful The total area that would be seeded with native herbaceous vegetation would be 6.28 acres (6 acres for areas in the improved floodplain, and 0.28 acre in the bioretention areas). The total area of undeveloped floodplain ESA habitat that would be disturbed will be 5.51 acres, of that area 0.27 acre will be permanently impacted for the access road and 5.24 acres of the low diversity habitat undeveloped floodplain will be graded and seeded with a native drain field mix. The proposed habitat mitigation offers a 6.28 to 0.27 ratio of acreage planted with native vegetation areas to acreage of habitat removed from the impacted undeveloped floodplain ESA, thereby resulting in a 6.01-acre increase in native diverse habitat on the site. Approximately 5 acres of the proposed native prairie seeding area in the floodplain would be located in the City of Denton drainage easement. This would limit the alterations that could be done to the areas in these easement areas (Approximately 5 acres) in the future. 4.4 Monitoring and maintenance To ensure the success and sustainability of the enhancement a monitoring and maintenance plan would be enacted. The vegetation planted on the site would be monitored for 3 years after the final planting activities. A yearly report documenting the status of the planting would be submitted to the City of Denton. At the end of the three years, a final report would be submitted to the City. Success of the native prairie seeded areas and bioretention basin areas would be based on 90% vegetative coverage within the limits of the bioretention areas. The Stormwater Management Facility Operation and Maintenance Plan included in Appendix E contains maintenance procedures for the bioretention basins and other stormwater management components on the site. 4.5 Criteria for Approval The following discusses how the proposed project meets the Denton Development Code’s (DDC) Criteria for Approval, as stated in DDC Section 35.17.11. 1. Mitigation goals are obtained by creating, expanding, and/or improving environmentally sensitive areas. · The proposed project would increase the active ESA floodplain area from approximately 16.6 acres to 17.35 acres. The 0.27 acre of habitat that would be permanently removed from the active ESA floodplain consists of vegetative cover of bermudagrass, honey locust, and mesquite. The proposed project would involve the establishment of approximately 6.28 acres of areas seeded with native prairie drain field herbaceous vegetation, and additional moist soil species in bioretention basins. Additionally, the Fisher59 Distribution Center ■ Masch Branch Road and US 380, Denton, TX July 2, 2019 ■ Terracon Project No. 94177808 Reliable ■ Responsive ■ Resourceful overall water quality of the site would be enhanced over pre-project conditions by installing several bioretention areas. 2. Mitigation goals are obtained by preserving environmentally sensitive areas above the minimum requirements, exchanges between different types of ESAs, installing pollution prevention controls, and/or implementing best management practices or any other approaches that result in the improvement of the environment being impacted. · The proposed project would install pollution prevention controls and implement best management practices as discussed in Section 4.1 and shown in design drawings in Appendix D. Additionally, bioretention basin areas would be installed to contribute to water quality. The overall environment of the site would be improved by establishing areas of diverse vegetation to enhance the habitat quality of disturbed areas on the site. 3. Areas offered as mitigation are linked to existing or planned open space or conserved areas to provide an overall open space system. · The portion of the DFIS-1 floodplain that will be seeded with a native drain field mix for mitigation will be adjacent to other portions of the floodplain on adjacent properties. Portions of the seeded area will also be located in a dedicated drainage and maintenance easement. 4. Development is arranged for maximizing access and utilization of the environmentally sensitive areas by citizens. · The development consists of an active distribution center where public access would be restricted due to safety and security concerns. The development would be arranged for access and utilization by employees located at the development. 5. Areas offered as mitigation are placed either in a lot or lots that incorporate a permanent conservation easement, restrictive covenants, or such other legal mechanism to allow for the long-term conservation of said areas. Such legal mechanism shall limit any future land disturbing activity or construction within the environmentally sensitive areas and shall run with the land and be binding upon all successors and assigns of the current owner. · A portion of the Floodplain ESA seeded with a native drain field mix would be placed in an easement to limit future land disturbing activity. 6. The Alternative Environmentally Sensitive Area Plan shall demonstrate that the developer's alternative proposal results in a high-quality development meeting the intent of the standards in the Denton Development Code. Fisher59 Distribution Center ■ Masch Branch Road and US 380, Denton, TX July 2, 2019 ■ Terracon Project No. 94177808 Reliable ■ Responsive ■ Resourceful · The proposed mitigation activities described in this plan provide enhancements to water quality and habitat diversity and function above the base requirements mandated by the City for the development. The proposed water quality enhancements would result in a reduction of WQv to levels below the pre-project conditions. The 6.28 acres of areas established in native drain field mix would provide diverse habitat to compensate for the permanent removal of approximately 1.0 acre of low diversity mostly non-native species habitat. These water quality and habitat improvements are presented as mitigation to impacts to the floodplain ESA and are above and beyond the requirements of a typical development. Mitigation activities located in easement areas will be protected against future disturbance further promoting long term environmental quality on the development. APPENDIX A Exhibits PH. (214) 630-1010 terracon.com 8901 John W. Carpenter Freeway, Suite 100Dallas, Texas 75247 Ex hibit94177808 Jan 2019 NRM TVC Project No.: Date: Drawn By: Reviewed By: E:\GIS\2017\94177808\Maps\94177808_EX_1_0_Vicinity.mxd0 1,000 2,000500Feet³ Vicinity Map Fisher59 Distribution CenterDenton, Denton County, Texas33.23311 4°, -9 7.200684° (GCS NAD83)1.0 DATA SOURCES: MOD-gen Inc and/or AssignsESRI WMS - World Aerial Imagery, OpenStreetMap Legend Study Area PH. (214) 630-1010 terracon.com 8901 John W. Carpenter Freeway, Suite 100Dallas, Texas 75247 Ex hibit94177808 Mar 2019 NRM TVC Project No.: Date: Drawn By: Reviewed By: \\DALLAS1\Data\GIS\2017\94177808\Maps\94177808_EX_2_0_project.mxd0 300 600150Feet³ Proposed Project Fisher59 Distribution CenterDenton, De nto n C ounty, Texas33.23311 4°, -9 7.20068 4° (GC S NAD83 )2.0 DATA SOURCES: MOD-gen Inc and/or Assigns, USGSTopographic Map: Denton West Quadrangle, 1974ESRI WMS - World Aerial Imagery, OpenStreetMap Leg end Study Are aConstructio n LimitsExisting 1' C ontours Existin g 5' C onto ursProposed D eve lop men tProposed 1' ContoursProposed 5' Contours !(!( !( !( !( !(!( !. !. !.!. !. !. !. DP-4 DP-3 DP-5EW-1 DFES-1 DP-2 RPP-2 DP-6 RPP-4 OW-1 RPP-1 DP-1 DFIS-1 DFIS-1 RPP-5DP-7 RPP-7 RPP-6DFIS-1 DFIS-1 RPP-3 PH. (214) 630-1010 terracon.com 8901 John W. Carpenter Freeway, Suite 100Dallas, Texas 75247 Ex hibit94177808 Jan 2019 NRM TVC Project No.: Date: Drawn By: Reviewed By: E:\GIS\2017\94177808\Maps\94177808_EX_3_0_AqFe.mxd0 300 600150Feet³ Existing Aquatic Features Fisher59 Distribution CenterDenton, Denton County, Texas33.23311 4°, -9 7.200684° (GCS NAD83)3.0 DATA SOURCES: MOD-gen Inc and/or Assigns,ESRI WMS - World Aerial Imagery, OpenStreetMap Legend Study AreaDelineated Feature TypeWetlandStreamOpen WaterTransect Data P oint/Photo Point Community Type !.Eme rge nt W etland !.Gra ssland !.Gra ssla nd Drainage !.Wo od ed Patch X X AE AE X X A AE AE A AE AE AE A PH. (214) 630-1010 terracon.com 8901 John W. Carpenter Freeway, Suite 100Dallas, Texas 75247 Ex hibit94177808 Jan 2019 NRM TVC Project No.: Date: Drawn By: Reviewed By: E:\GIS\2017\94177808\Maps\94177808_EX_4_0_FEMA.mxd0 300 600150Feet³ FEMA Floodplain Map Fisher59 Distribution CenterDenton, Denton County, Texas33.23311 4°, -9 7.200684° (GCS NAD83)4.0 DATA SOURCES: MOD-gen Inc and/or Assigns, FEMANFHL 48ESRI WMS - World Aerial Imagery, OpenStreetMap Legend Study Area Flood Zone A AE; AH ; AO X PH. (214) 630-1010 terracon.com 8901 John W. Carpenter Freeway, Suite 100Dallas, Texas 75247 Ex hibit94177808 Jun 2019 NRM TVC Project No.: Date: Drawn By: Reviewed By: C:\Users\tvcapps\OneDrive - Terracon Consultants Inc\Desktop\MAESA\TerraData\94177808_EX_5_0_ESA_ALT.mxd0 300 600150Feet³ Environmental Sensitive Area Altera tion Fisher59 Distribution CenterDenton, De nto n C ounty, Texas33.23311 4°, -9 7.20068 4° (GC S NAD83 )5.0 DATA SOURCES: MOD-gen Inc and/or Assigns, FEMANFHL 48ESRI WMS - World Aerial Imagery, OpenStreetMap Legend Study Are a Constru ctio n L imits Existing 100-Year Floodplain Prop osed 100-Year Floodplain PH. (214) 630-1010 terracon.com 8901 John W. Carpenter Freeway, Suite 100Dallas, Texas 75247 Ex hibit94177808 Jun 2019 NRM TVC Project No.: Date: Drawn By: Reviewed By: C:\Users\tvcapps\OneDrive - Terracon Consultants Inc\Desktop\MAESA\TerraData\94177808_EX_6_0_Mitigation.mxd0 300 600150Feet ³ Proposed Site Enhance ment Locations Fisher59 Distribution CenterDenton, De nto n C ounty, Texas33.23311 4°, -9 7.20068 4° (GC S NAD83 )6.0 DATA SOURCES: MOD-gen Inc and/or Assigns, FEMANFHL 48ESRI WMS - World Aerial Imagery, OpenStreetMap LegendStudy AreaConstruction LimitsSlope StabilizationNative Prairie Drain Field Development Landscape AreaUpper Rain Garden/Vegetated BufferLower Rain Garden/Vegetated Buffer APPENDIX B Data Point Sheets And Site Photographs Version 2, J. Dailey, January 2009 Owner: A & A Denton Properties LP Address or Location: NWC University Dr & N. Masch Branch Rd Stream Name: tributary of Dry Fork Cr. TrakIt #: ESA18-0008 Floodplain Information Is there an approved LOMR, CLOMR or LOMA for the site? Yes / No 48121C_44, effective 11/20/2013 Is there a pending LOMR, CLOMR or LOMA for the site? Yes / No Floodplain zone(s): 100-yr / 500-yr / both 100-yr & 500-yr Is floodway present? Yes / No If yes, is Riparian ESA assessment needed? Yes / No – previously completed, ESA09-0007 General Land Use Forest Commercial / Industrial Agricultural (fallow) Recreational Residential (low intensity / high intensity) Other: ________________ Soil Deposition and Erosion Does the floodplain slope to waterway or is natural levee present? Levee is present on east side, both sides slope to stream If natural levee is present, are wetlands located behind it? Yes / No If yes, is Water-Related Habitat assessment needed? Yes / No Soil Map Unit Names(s): Sanger clay, 1-3% slopes Sanger clay, 3-5% slopes Slidell clay, 1-3% slopes Active erosion: slight / moderate / severe Is evidence of sheet flow present? No______________ Is evidence of concentrated flow present? No Floodplain ESA Assessment Form Version 1 Vegetation Cover type: cement / bare / grass / shrub / forest young / forest old Plant cover on existing land: little –none / moderate / well vegetated Briefly describe dominant vegetation: early successional grass and forbs with honey locust and sugar berry trees. Along stream is quality habitat dominated by water willow, flatstem spikerush,rush, switchgrass and black willow. Invasive exotics present? Yes / No Invasive specie(s): Sorghum halepense (Johnson grass) Approximate area of infestation: 10% Trees Are tree(s) present > 6” DBH? Yes / No Are any trees to be removed? Yes / No Are any trees > 6” DBH to be removed? Yes / No Required Attachments: Site map Site photographs Comments: Area is previously pastureland which is now fallow. It is in a predominately natural state of grasses and trees such as sugarberry and honey locust. Area is undeveloped floodplain. See DDC 35.17.7.B for permitted uses and activities. Area to the east of floodplain has been filled with rubble and is dominated by invasive Johnsongrass. Area of fill is located outside of floodplain. Stream is located with proposed crossing which was determined by applicant’s consultant to likely be Waters of the U.S. Any proposed fill in stream would require approval from USACE. Conclusions Based upon the site inspection by the City of Denton, the area in question is NOT an ESA and therefore is not subjected to the ESA requirements outlined in the Denton Development Code. All other appropriate aspects of the Denton Development Code, however, still apply. The official city ESA map will be updated to remove the area from ESA status Based upon the site inspection by the City of Denton, the area in question IS an ESA and is subject to the requirment set forth in Section 17 of the Denton Development Code. Based upon the site inspection by the City of Denton, insufficient information is available to determine the ESA status of the area in question. A more extensive inspection is required from either the City of Denton or the property owner. The determination of the ESA status is permanently valid and may only be revisited if significant new information that necessitates a major change in the determination becomes available. A request for reconsideration of the determination may be submitted in writing by the applicant, landowner, or agent within 30 days of the date below. Signature of field investigator: Date: 5/30/2018_________________________ Approval: ______________ Date: __5/30/2018_________________________ Site map Site photographs Area of proposed stream crossing South end of proposed stream crossing North of proposed crossing Fill east of floodplain Fill near proposed road, east of floodplain Stream at existing driveway, looking at floodplain northwest of stream Stream and floodplain east of driveway crossing Stream and floodplain west of driveway Fill east of floodplain Honey locust canopy WETLAND DETERMINATION DATA FORM – Great Plains Region SUMMARY OF FINDINGS – Attach site map showing sampling point locations, transects, important features, etc. Is the Sampled Area within a Wetland? Yes No VEGETATION – Use scientific names of plants. Dominance Test worksheet: Prevalence Index worksheet: Hydrophytic Vegetation Indicators: Hydrophytic Vegetation Present? Yes No 94177808 Denton / Denton 3/13/18 MOD-gen, INC and/or Assigns TX DP-1 Cobb, Marshall NA basin concave 1-2 J 33.23142448358°N -97.1989588825°W NAD 83 Lindale clay loam, 1 to 3% slopes NA DAREM Score: 13 COMMUNITY: grassland drainage, disturbed 30' 0 15' 0 5' Amphiachyris amoena 5 N UPL Panicum virgatum 15 N FACU Cynodon dactylon 80 Y FACU 100 00 0 1 0% 0 0 0 0 15 45 80 320 5 25 100 390 3.9 30' SOIL Profile Description: (Describe to the depth needed to document the indicator or confirm the absence of indicators.) Hydric Soil Indicators: (Applicable to all LRRs, unless otherwise noted.) Indicators for Problematic Hydric Soils3: LRR I, J LRR F, G, H LRR G LRR F LRR H outside of MLRA 72 & 73 LRR F, G, H LRR G, H LRR F MLRA 72 & 73 of LRR H Restrictive Layer (if present): Hydric Soil Present? Yes No HYDROLOGY Wetland Hydrology Indicators: where tilled where not tilled LRR F Field Observations: Wetland Hydrology Present? Yes No DP-1 0"-6"10YR 4/4 95 clay 0"-6"7.5YR 5/8 5 clay Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 1 DP-1 Facing North Photo 2 DP-1 Facing East Photo 3 DP-1 Facing South Photo 4 DP-1 Facing West Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 5 DP-1 Soil Profile WETLAND DETERMINATION DATA FORM – Great Plains Region SUMMARY OF FINDINGS – Attach site map showing sampling point locations, transects, important features, etc. Is the Sampled Area within a Wetland? Yes No VEGETATION – Use scientific names of plants. Dominance Test worksheet: Prevalence Index worksheet: Hydrophytic Vegetation Indicators: Hydrophytic Vegetation Present? Yes No 94177808 Denton / Denton 3/13/18 MOD-gen, INC and/or Assigns TX DP-2 Cobb, Marshall NA hillslope none 0-5 J 33.231607705889°N -97.2027345027°W NAD 83 Slidell clay 1 to 3% slopes R4SBC DAREM Score: 13 COMMUNITY: grassland; bermudagrass 30' 0 15' 0 5' Cynodon dactylon 30 Y FACU Croton texensis 20 Y UPL Nassella leucotricha 20 Y UPL Xanthium strumarium 20 Y FAC Solanum elaegnifolium 10 N UPL 100 00 0 4 0% 0 0 0 0 20 60 30 120 50 250 100 430 4.3 30' SOIL Profile Description: (Describe to the depth needed to document the indicator or confirm the absence of indicators.) Hydric Soil Indicators: (Applicable to all LRRs, unless otherwise noted.) Indicators for Problematic Hydric Soils3: LRR I, J LRR F, G, H LRR G LRR F LRR H outside of MLRA 72 & 73 LRR F, G, H LRR G, H LRR F MLRA 72 & 73 of LRR H Restrictive Layer (if present): Hydric Soil Present? Yes No HYDROLOGY Wetland Hydrology Indicators: where tilled where not tilled LRR F Field Observations: Wetland Hydrology Present? Yes No DP-2 0"-3"10YR 5/3 40 clay 0"-3"2.5YR 5/6 60 clay 3"-8"10YR 4/3 85 clay 3"-8"2.5YR 5/8 15 clay Rock 9" Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 9 DP-2 Facing North Photo 10 DP-2 Facing East Photo 11 DP-2 Facing South Photo 12 DP-2 Facing West Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 13 DP-2 Soil Profile US Army Corps of Engineers Great Plains – Version 2.0 WETLAND DETERMINATION DATA FORM – Great Plains Region Project/Site: City/County: Sampling Date: Applicant/Owner: State: Sampling Point: Investigator(s): Section, Township, Range: Landform (hillslope, terrace, etc.): Local relief (concave, convex, none): Slope (%): Subregion (LRR): Lat: Long: Datum: Soil Map Unit Name: NWI classification: Are climatic / hydrologic conditions on the site typical for this time of year? Yes No (If no, explain in Remarks.) Are Vegetation , Soil , or Hydrology significantly disturbed? Are “Normal Circumstances” present? Yes No Are Vegetation , Soil , or Hydrology naturally problematic? (If needed, explain any answers in Remarks.) SUMMARY OF FINDINGS – Attach site map showing sampling point locations, transects, important features, etc. Hydrophytic Vegetation Present? Yes No Hydric Soil Present? Yes No Wetland Hydrology Present? Yes No Is the Sampled Area within a Wetland? Yes No Remarks: VEGETATION – Use scientific names of plants. Dominance Test worksheet: Number of Dominant Species That Are OBL, FACW, or FAC (excluding FAC−): (A) Total Number of Dominant Species Across All Strata: (B) Percent of Dominant Species That Are OBL, FACW, or FAC: (A/B) Prevalence Index worksheet: Total % Cover of: Multiply by: OBL species x 1 = FACW species x 2 = FAC species x 3 = FACU species x 4 = UPL species x 5 = Column Totals: (A) (B) Prevalence Index = B/A = Hydrophytic Vegetation Indicators: 1 - Rapid Test for Hydrophytic Vegetation 2 - Dominance Test is >50% 3 - Prevalence Index is ≤3.01 4 - Morphological Adaptations1 (Provide supporting data in Remarks or on a separate sheet) Problematic Hydrophytic Vegetation1 (Explain) 1Indicators of hydric soil and wetland hydrology must be present, unless disturbed or problematic. Absolute Dominant Indicator Tree Stratum (Plot size: ) % Cover Species? Status 1. 2. 3. 4. = Total Cover Sapling/Shrub Stratum (Plot size: ) 1. 2. 3. 4. 5. = Total Cover Herb Stratum (Plot size: ) 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. = Total Cover Woody Vine Stratum (Plot size: ) 1. 2. = Total Cover % Bare Ground in Herb Stratum Hydrophytic Vegetation Present? Yes No Remarks: 94177808 Denton / Denton 3/13/18 MOD-gen, INC and/or Assigns TX DP-3 Cobb, Marshall NA hillslope none 0-5 J 33.234493165513°N -97.2037594141°W NAD 83 Slidell clay 1 to 3% slopes R4SBC 4 4 4 4 4 4 DAREM Score: 13 COMMUNITY: mesquite patch 30' Prosopis glandulosa 60 Y FACU 60 15' Opuntia engelmannii var. lindeheimeri 10 Y UPL 10 5' Cynodon dactylon 80 Y FACU Amphiachyris amoena 20 Y UPL 100 0 0 0 4 0% 0 0 0 0 0 0 140 560 30 150 170 710 4.17 30' 4 US Army Corps of Engineers Great Plains – Version 2.0 SOIL Sampling Point: Profile Description: (Describe to the depth needed to document the indicator or confirm the absence of indicators.) Depth Matrix Redox Features (inches) Color (moist) % Color (moist) % Type1 Loc2 Texture Remarks 1Type: C=Concentration, D=Depletion, RM=Reduced Matrix, CS=Covered or Coated Sand Grains. 2Location: PL=Pore Lining, M=Matrix. Hydric Soil Indicators: (Applicable to all LRRs, unless otherwise noted.) Indicators for Problematic Hydric Soils3: Histosol (A1) Sandy Gleyed Matrix (S4) 1 cm Muck (A9) (LRR I, J) Histic Epipedon (A2) Sandy Redox (S5) Coast Prairie Redox (A16) (LRR F, G, H) Black Histic (A3) Stripped Matrix (S6) Dark Surface (S7) (LRR G) Hydrogen Sulfide (A4) Loamy Mucky Mineral (F1) High Plains Depressions (F16) Stratified Layers (A5) (LRR F) Loamy Gleyed Matrix (F2) (LRR H outside of MLRA 72 & 73) 1 cm Muck (A9) (LRR F, G, H) Depleted Matrix (F3) Reduced Vertic (F18) Depleted Below Dark Surface (A11) Redox Dark Surface (F6) Red Parent Material (TF2) Thick Dark Surface (A12) Depleted Dark Surface (F7) Very Shallow Dark Surface (TF12) Sandy Mucky Mineral (S1) Redox Depressions (F8) Other (Explain in Remarks) 2.5 cm Mucky Peat or Peat (S2) (LRR G, H) High Plains Depressions (F16) 3Indicators of hydrophytic vegetation and 5 cm Mucky Peat or Peat (S3) (LRR F) (MLRA 72 & 73 of LRR H) wetland hydrology must be present, unless disturbed or problematic. Restrictive Layer (if present): Type: Depth (inches): Hydric Soil Present? Yes No Remarks: HYDROLOGY Wetland Hydrology Indicators: Primary Indicators (minimum of one required; check all that apply) Secondary Indicators (minimum of two required) Surface Water (A1) Salt Crust (B11) Surface Soil Cracks (B6) High Water Table (A2) Aquatic Invertebrates (B13) Sparsely Vegetated Concave Surface (B8) Saturation (A3) Hydrogen Sulfide Odor (C1) Drainage Patterns (B10) Water Marks (B1) Dry-Season Water Table (C2) Oxidized Rhizospheres on Living Roots (C3) Sediment Deposits (B2) Oxidized Rhizospheres on Living Roots (C3) (where tilled) Drift Deposits (B3) (where not tilled) Crayfish Burrows (C8) Algal Mat or Crust (B4) Presence of Reduced Iron (C4) Saturation Visible on Aerial Imagery (C9) Iron Deposits (B5) Thin Muck Surface (C7) Geomorphic Position (D2) Inundation Visible on Aerial Imagery (B7) Other (Explain in Remarks) FAC-Neutral Test (D5) Water-Stained Leaves (B9) Frost-Heave Hummocks (D7) (LRR F) Field Observations: Surface Water Present? Yes No Depth (inches): Water Table Present? Yes No Depth (inches): Saturation Present? Yes No Depth (inches): (includes capillary fringe) Wetland Hydrology Present? Yes No Describe Recorded Data (stream gauge, monitoring well, aerial photos, previous inspections), if available: Remarks: DP-3 0"-12"10YR 3/2 100 sandy silt 12"-20"10YR 5/2 100 sandy silt 4 4 4 4 4 Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 14 DP-3 Facing North Photo 15 DP-3 Facing East Photo 16 DP-3 Facing South Photo 17 DP-3 Facing West Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 15 DP-3 Soil Profile US Army Corps of Engineers Great Plains – Version 2.0 WETLAND DETERMINATION DATA FORM – Great Plains Region Project/Site: City/County: Sampling Date: Applicant/Owner: State: Sampling Point: Investigator(s): Section, Township, Range: Landform (hillslope, terrace, etc.): Local relief (concave, convex, none): Slope (%): Subregion (LRR): Lat: Long: Datum: Soil Map Unit Name: NWI classification: Are climatic / hydrologic conditions on the site typical for this time of year? Yes No (If no, explain in Remarks.) Are Vegetation , Soil , or Hydrology significantly disturbed? Are “Normal Circumstances” present? Yes No Are Vegetation , Soil , or Hydrology naturally problematic? (If needed, explain any answers in Remarks.) SUMMARY OF FINDINGS – Attach site map showing sampling point locations, transects, important features, etc. Hydrophytic Vegetation Present? Yes No Hydric Soil Present? Yes No Wetland Hydrology Present? Yes No Is the Sampled Area within a Wetland? Yes No Remarks: VEGETATION – Use scientific names of plants. Dominance Test worksheet: Number of Dominant Species That Are OBL, FACW, or FAC (excluding FAC−): (A) Total Number of Dominant Species Across All Strata: (B) Percent of Dominant Species That Are OBL, FACW, or FAC: (A/B) Prevalence Index worksheet: Total % Cover of: Multiply by: OBL species x 1 = FACW species x 2 = FAC species x 3 = FACU species x 4 = UPL species x 5 = Column Totals: (A) (B) Prevalence Index = B/A = Hydrophytic Vegetation Indicators: 1 - Rapid Test for Hydrophytic Vegetation 2 - Dominance Test is >50% 3 - Prevalence Index is ≤3.01 4 - Morphological Adaptations1 (Provide supporting data in Remarks or on a separate sheet) Problematic Hydrophytic Vegetation1 (Explain) 1Indicators of hydric soil and wetland hydrology must be present, unless disturbed or problematic. Absolute Dominant Indicator Tree Stratum (Plot size: ) % Cover Species? Status 1. 2. 3. 4. = Total Cover Sapling/Shrub Stratum (Plot size: ) 1. 2. 3. 4. 5. = Total Cover Herb Stratum (Plot size: ) 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. = Total Cover Woody Vine Stratum (Plot size: ) 1. 2. = Total Cover % Bare Ground in Herb Stratum Hydrophytic Vegetation Present? Yes No Remarks: 94177808 Denton / Denton 3/13/18 MOD-gen, INC and/or Assigns TX DP-4 Cobb, Marshall NA hillslope concave 0-5 J 33.234600260427°N -97.2039030623°W NAD 83 Slidell clay 1 to 3% slopes R4SBC 4 4 4 4 4 4 DAREM Score: 13 COMMUNITY: drainage swale, fully vegetated 30' Prosopis glandulosa 20 Y FACU 20 15' Gleditsia triacanthos 10 Y FACU 10 5' Cynodon dactylon 60 Y FACU Rumex dentatus 5 N FACU Xanthium strumarium 15 N FAC Carex austrina 5 N FACU Symphyotrichum divarticatum 10 N OBL Helianthus tuberosus 5 N FACU Galium aparine 5 N FACU 105 0 0 0 3 0% 10 10 0 0 15 45 110 440 0 0 135 495 3.66 30' 4 US Army Corps of Engineers Great Plains – Version 2.0 SOIL Sampling Point: Profile Description: (Describe to the depth needed to document the indicator or confirm the absence of indicators.) Depth Matrix Redox Features (inches) Color (moist) % Color (moist) % Type1 Loc2 Texture Remarks 1Type: C=Concentration, D=Depletion, RM=Reduced Matrix, CS=Covered or Coated Sand Grains. 2Location: PL=Pore Lining, M=Matrix. Hydric Soil Indicators: (Applicable to all LRRs, unless otherwise noted.) Indicators for Problematic Hydric Soils3: Histosol (A1) Sandy Gleyed Matrix (S4) 1 cm Muck (A9) (LRR I, J) Histic Epipedon (A2) Sandy Redox (S5) Coast Prairie Redox (A16) (LRR F, G, H) Black Histic (A3) Stripped Matrix (S6) Dark Surface (S7) (LRR G) Hydrogen Sulfide (A4) Loamy Mucky Mineral (F1) High Plains Depressions (F16) Stratified Layers (A5) (LRR F) Loamy Gleyed Matrix (F2) (LRR H outside of MLRA 72 & 73) 1 cm Muck (A9) (LRR F, G, H) Depleted Matrix (F3) Reduced Vertic (F18) Depleted Below Dark Surface (A11) Redox Dark Surface (F6) Red Parent Material (TF2) Thick Dark Surface (A12) Depleted Dark Surface (F7) Very Shallow Dark Surface (TF12) Sandy Mucky Mineral (S1) Redox Depressions (F8) Other (Explain in Remarks) 2.5 cm Mucky Peat or Peat (S2) (LRR G, H) High Plains Depressions (F16) 3Indicators of hydrophytic vegetation and 5 cm Mucky Peat or Peat (S3) (LRR F) (MLRA 72 & 73 of LRR H) wetland hydrology must be present, unless disturbed or problematic. Restrictive Layer (if present): Type: Depth (inches): Hydric Soil Present? Yes No Remarks: HYDROLOGY Wetland Hydrology Indicators: Primary Indicators (minimum of one required; check all that apply) Secondary Indicators (minimum of two required) Surface Water (A1) Salt Crust (B11) Surface Soil Cracks (B6) High Water Table (A2) Aquatic Invertebrates (B13) Sparsely Vegetated Concave Surface (B8) Saturation (A3) Hydrogen Sulfide Odor (C1) Drainage Patterns (B10) Water Marks (B1) Dry-Season Water Table (C2) Oxidized Rhizospheres on Living Roots (C3) Sediment Deposits (B2) Oxidized Rhizospheres on Living Roots (C3) (where tilled) Drift Deposits (B3) (where not tilled) Crayfish Burrows (C8) Algal Mat or Crust (B4) Presence of Reduced Iron (C4) Saturation Visible on Aerial Imagery (C9) Iron Deposits (B5) Thin Muck Surface (C7) Geomorphic Position (D2) Inundation Visible on Aerial Imagery (B7) Other (Explain in Remarks) FAC-Neutral Test (D5) Water-Stained Leaves (B9) Frost-Heave Hummocks (D7) (LRR F) Field Observations: Surface Water Present? Yes No Depth (inches): Water Table Present? Yes No Depth (inches): Saturation Present? Yes No Depth (inches): (includes capillary fringe) Wetland Hydrology Present? Yes No Describe Recorded Data (stream gauge, monitoring well, aerial photos, previous inspections), if available: Remarks: DP-4 0"-20"10YR 3/2 100 clay 4 4 4 4 4 4 4 Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 22 DP-4 Facing North Photo 23 DP-4 Facing East Photo 24 DP-4 Facing South Photo 25 DP-4 Facing West Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 20 DP-4 Soil Profile WETLAND DETERMINATION DATA FORM – Great Plains Region SUMMARY OF FINDINGS – Attach site map showing sampling point locations, transects, important features, etc. Is the Sampled Area within a Wetland? Yes No VEGETATION – Use scientific names of plants. Dominance Test worksheet: Prevalence Index worksheet: Hydrophytic Vegetation Indicators: Hydrophytic Vegetation Present? Yes No 94177808 Denton / Denton 3/13/18 MOD-gen, INC and/or Assigns TX DP-5 Cobb, Marshall NA hillslope concave 0-5 J 33.234215320886°N -97.2033333687°W NAD 83 Slidell clay 1 to 3% slopes NA DAREM Score: 13 COMMUNITY: emergent wetland; spike rush 30' 0 15' Gleditsia triacanthos 10 Y FACU Prosopis glandulosa 10 Y FACU 20 5' Eleocharis lanceolata 35 Y FACW Schizachyrium scoparium 30 Y FACU Symphyotrichum divaricatum 35 Y OBL 100 00 2 6 33% 35 35 35 70 0 0 50 200 0 0 160 305 1.91 30' plant community dominated by Symphotrichum divarticatum is distinct, crawfish burrows, standing water, and algal mat present SOIL Profile Description: (Describe to the depth needed to document the indicator or confirm the absence of indicators.) Hydric Soil Indicators: (Applicable to all LRRs, unless otherwise noted.) Indicators for Problematic Hydric Soils3: LRR I, J LRR F, G, H LRR G LRR F LRR H outside of MLRA 72 & 73 LRR F, G, H LRR G, H LRR F MLRA 72 & 73 of LRR H Restrictive Layer (if present): Hydric Soil Present? Yes No HYDROLOGY Wetland Hydrology Indicators: where tilled where not tilled LRR F Field Observations: Wetland Hydrology Present? Yes No DP-5 0"-1"organic matter 1"-15"10YR 5/2 90 7.5YR 4/6 10 C PL clay 15"-20"10YR 3/1 80 10YR 5/8 20 C PL clay 1" 15" 15" Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 29 DP-5 Facing North Photo 30 DP-5 Facing East Photo 31 DP-5 Facing South Photo 32 DP-5 Facing West Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 33 DP-5 Soil Profile US Army Corps of Engineers Great Plains – Version 2.0 WETLAND DETERMINATION DATA FORM – Great Plains Region Project/Site: City/County: Sampling Date: Applicant/Owner: State: Sampling Point: Investigator(s): Section, Township, Range: Landform (hillslope, terrace, etc.): Local relief (concave, convex, none): Slope (%): Subregion (LRR): Lat: Long: Datum: Soil Map Unit Name: NWI classification: Are climatic / hydrologic conditions on the site typical for this time of year? Yes No (If no, explain in Remarks.) Are Vegetation , Soil , or Hydrology significantly disturbed? Are “Normal Circumstances” present? Yes No Are Vegetation , Soil , or Hydrology naturally problematic? (If needed, explain any answers in Remarks.) SUMMARY OF FINDINGS – Attach site map showing sampling point locations, transects, important features, etc. Hydrophytic Vegetation Present? Yes No Hydric Soil Present? Yes No Wetland Hydrology Present? Yes No Is the Sampled Area within a Wetland? Yes No Remarks: VEGETATION – Use scientific names of plants. Dominance Test worksheet: Number of Dominant Species That Are OBL, FACW, or FAC (excluding FAC−): (A) Total Number of Dominant Species Across All Strata: (B) Percent of Dominant Species That Are OBL, FACW, or FAC: (A/B) Prevalence Index worksheet: Total % Cover of: Multiply by: OBL species x 1 = FACW species x 2 = FAC species x 3 = FACU species x 4 = UPL species x 5 = Column Totals: (A) (B) Prevalence Index = B/A = Hydrophytic Vegetation Indicators: 1 - Rapid Test for Hydrophytic Vegetation 2 - Dominance Test is >50% 3 - Prevalence Index is ≤3.01 4 - Morphological Adaptations1 (Provide supporting data in Remarks or on a separate sheet) Problematic Hydrophytic Vegetation1 (Explain) 1Indicators of hydric soil and wetland hydrology must be present, unless disturbed or problematic. Absolute Dominant Indicator Tree Stratum (Plot size: ) % Cover Species? Status 1. 2. 3. 4. = Total Cover Sapling/Shrub Stratum (Plot size: ) 1. 2. 3. 4. 5. = Total Cover Herb Stratum (Plot size: ) 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. = Total Cover Woody Vine Stratum (Plot size: ) 1. 2. = Total Cover % Bare Ground in Herb Stratum Hydrophytic Vegetation Present? Yes No Remarks: 94177808 Denton / Denton 3/13/18 MOD-gen, INC and/or Assigns TX DP-6 Cobb, Marshall NA hillslope none 0-5 J 33.233185398659°N -97.2009108218°W NAD 83 Sanger clay, 3 to 5% slopes NA 4 4 4 4 4 4 DAREM Score: 13 COMMUNITY: grassland 30' 0 15' 0 5' Eleocharis lanceolata 10 N FACW Cynodon dactylon 30 Y FACU Symphotrichum divaricatum 20 N OBL Rumex dentatus 10 N FACU Panicum virgatum 30 Y FAC Helianthus tuberosus 10 N FACU 110 0 0 1 3 33% 20 20 10 20 30 90 70 280 0 0 130 410 3.15 30' 4 US Army Corps of Engineers Great Plains – Version 2.0 SOIL Sampling Point: Profile Description: (Describe to the depth needed to document the indicator or confirm the absence of indicators.) Depth Matrix Redox Features (inches) Color (moist) % Color (moist) % Type1 Loc2 Texture Remarks 1Type: C=Concentration, D=Depletion, RM=Reduced Matrix, CS=Covered or Coated Sand Grains. 2Location: PL=Pore Lining, M=Matrix. Hydric Soil Indicators: (Applicable to all LRRs, unless otherwise noted.) Indicators for Problematic Hydric Soils3: Histosol (A1) Sandy Gleyed Matrix (S4) 1 cm Muck (A9) (LRR I, J) Histic Epipedon (A2) Sandy Redox (S5) Coast Prairie Redox (A16) (LRR F, G, H) Black Histic (A3) Stripped Matrix (S6) Dark Surface (S7) (LRR G) Hydrogen Sulfide (A4) Loamy Mucky Mineral (F1) High Plains Depressions (F16) Stratified Layers (A5) (LRR F) Loamy Gleyed Matrix (F2) (LRR H outside of MLRA 72 & 73) 1 cm Muck (A9) (LRR F, G, H) Depleted Matrix (F3) Reduced Vertic (F18) Depleted Below Dark Surface (A11) Redox Dark Surface (F6) Red Parent Material (TF2) Thick Dark Surface (A12) Depleted Dark Surface (F7) Very Shallow Dark Surface (TF12) Sandy Mucky Mineral (S1) Redox Depressions (F8) Other (Explain in Remarks) 2.5 cm Mucky Peat or Peat (S2) (LRR G, H) High Plains Depressions (F16) 3Indicators of hydrophytic vegetation and 5 cm Mucky Peat or Peat (S3) (LRR F) (MLRA 72 & 73 of LRR H) wetland hydrology must be present, unless disturbed or problematic. Restrictive Layer (if present): Type: Depth (inches): Hydric Soil Present? Yes No Remarks: HYDROLOGY Wetland Hydrology Indicators: Primary Indicators (minimum of one required; check all that apply) Secondary Indicators (minimum of two required) Surface Water (A1) Salt Crust (B11) Surface Soil Cracks (B6) High Water Table (A2) Aquatic Invertebrates (B13) Sparsely Vegetated Concave Surface (B8) Saturation (A3) Hydrogen Sulfide Odor (C1) Drainage Patterns (B10) Water Marks (B1) Dry-Season Water Table (C2) Oxidized Rhizospheres on Living Roots (C3) Sediment Deposits (B2) Oxidized Rhizospheres on Living Roots (C3) (where tilled) Drift Deposits (B3) (where not tilled) Crayfish Burrows (C8) Algal Mat or Crust (B4) Presence of Reduced Iron (C4) Saturation Visible on Aerial Imagery (C9) Iron Deposits (B5) Thin Muck Surface (C7) Geomorphic Position (D2) Inundation Visible on Aerial Imagery (B7) Other (Explain in Remarks) FAC-Neutral Test (D5) Water-Stained Leaves (B9) Frost-Heave Hummocks (D7) (LRR F) Field Observations: Surface Water Present? Yes No Depth (inches): Water Table Present? Yes No Depth (inches): Saturation Present? Yes No Depth (inches): (includes capillary fringe) Wetland Hydrology Present? Yes No Describe Recorded Data (stream gauge, monitoring well, aerial photos, previous inspections), if available: Remarks: DP-6 0"-8"10YR 3/2 85 7.5YR 5/8 15 C PL clay 8"-20"10YR 3/1 70 10YR 5/4 30 C M clay 4 4 4 4 4 Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 34 DP-6 Facing North Photo 35 DP-6 Facing East Photo 36 DP-6 Facing South Photo 37 DP-6 Facing West Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 38 DP-6 Soil Profile WETLAND DETERMINATION DATA FORM – Great Plains Region SUMMARY OF FINDINGS – Attach site map showing sampling point locations, transects, important features, etc. Is the Sampled Area within a Wetland? Yes No VEGETATION – Use scientific names of plants. Dominance Test worksheet: Prevalence Index worksheet: Hydrophytic Vegetation Indicators: Hydrophytic Vegetation Present? Yes No 94177808 Denton / Denton 3/13/18 MOD-gen, INC and/or Assigns TX DP-7 Cobb, Marshall NA hillslope concave 0-5 J 33.233773775923°N -97.199359986°W NAD 83 Sanger clay 1 to 3% slopes NA DAREM Score: 13 COMMUNITY: Grassland drainage, Rumex dentatus 30' Prosopis glandulosa 30 Y FACU 30 15' Gleditsia triacanthos 10 Y FACU Prosopis glandulosa 20 Y FACU 30 5' Cynodon dactylon 40 Y FACU Rumex altissimus 20 Y FAC Symphotrichum divaricatum 20 Y OBL Eragrotis pectinacea 10 N FAC 90 010 1 6 17% 20 20 0 0 30 90 100 400 0 0 150 510 3.4 30' SOIL Profile Description: (Describe to the depth needed to document the indicator or confirm the absence of indicators.) Hydric Soil Indicators: (Applicable to all LRRs, unless otherwise noted.) Indicators for Problematic Hydric Soils3: LRR I, J LRR F, G, H LRR G LRR F LRR H outside of MLRA 72 & 73 LRR F, G, H LRR G, H LRR F MLRA 72 & 73 of LRR H Restrictive Layer (if present): Hydric Soil Present? Yes No HYDROLOGY Wetland Hydrology Indicators: where tilled where not tilled LRR F Field Observations: Wetland Hydrology Present? Yes No DP-7 0"-20"10YR 2/2 100 clay 1" 6" Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 39 DP-7 Facing North Photo 40 DP-7 Facing East Photo 41 DP-7 Facing South Photo 42 DP-7 Facing West Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 35 DP-7 Soil Profile Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 1 RPP-1 Facing North Photo 2 RPP-1 Facing East Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 3 RPP-1 Facing South Photo 4 RPP-1 Facing West Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 5 RPP-2 Facing North Photo 6 RPP-2 Facing East Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 7 RPP-2 Facing South Photo 8 RPP-2 Facing West Photo 9 RPP-8 (ditch) Facing southwest. Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 9 RPP-3 Facing North Photo 10 RPP-3 Facing East Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 11 RPP-3 Facing South Photo 12 RPP-11 (Grassland) Facing north. Photo 12 RPP-3 Facing West Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 13 RPP-4 Facing North Photo 14 RPP-4 Facing East Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 15 RPP-4 Facing South Photo 16 RPP-4 Facing West Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 17 RPP-5 Facing North Photo 18 RPP-5 Facing East Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 15 RPP-5 Facing South Photo 16 RPP-5 Facing West Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 17 RPP-6 Facing North Photo 18 RPP-6 Facing East Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 19 RPP-6 Facing South Photo 20 RPP-6 Facing West Photo 21 RPP-20 facing south Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 21 RPP-7 Facing North Photo 22 RPP-7 Facing East Photo 23 RPP-22. WEST Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 23 RPP-7 Facing South Photo 24 RPP-7 Facing West Photo 25 RPP-24 Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 1 DFES-1 Facing upstream, southern portion of study area Photo 2 DFES-1 Facing downstream, southern portion of study area Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 3 DFES-1 Facing downstream, southern portion of study area Photo 4 DFES-1 Facing upstream, southwestern portion of study area Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 5 DFES-1 Facing downstream, southwestern portion of study area Photo 6 DFES-1 Facing downstream, southwestern portion of study area Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 7 DFES-1 at the bend Photo 8 DFES-1 Facing downstream, southwestern portion of study area Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 9 DFES-1 Facing downstream, western portion of study area Photo 10 DFES-1 Facing downstream, western portion of study area Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 11 DFES-1 western portion of the study area Photo 12 DFES-1 western portion of the study area Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 13 Emergent Wetland-1 Photo 14 Open Water-1 Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 15 DFIS-1 Facing upstream, northeastern portion of the study area Photo 16 DFIS-1 Facing downstream, northeastern portion of the study area Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 17 DFIS-1 Facing downstream, northeastern portion of the study area Photo 18 DFIS-1 Facing downstream, northeastern portion of the study area Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 19 DFIS-1 eastern portion of the study area Photo 20 DFIS-1 Facing upstream, eastern portion of the study area Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 21 DFIS-1 Facing downstream, northeastern portion of the study area Photo 22 DFIS-1 Facing downstream, northeastern portion of the study area Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 23 DFIS-1 Facing upstream, northeastern portion of the study area Photo 24 DFIS-1 Facing downstream, northeastern portion of study area Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 25 DFIS-1 Facing upstream, northeastern portion of study area Photo 26 DFIS-1, eastern portion of study area Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 27 DFIS-1, eastern portion of study area Photo 28 DFIS-1 facing downstream, eastern portion of study area Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 29 DFIS-1 facing upstream, southeastern portion of study area Photo 30 DFIS-1 facing downstream, southeastern portion of study area Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 31 DFIS-1 facing upstream, eastern portion of study area Photo 32 DFIS-1 facing downstream, southeastern portion of study area Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 33 DFIS-1 facing downstream, southeastern portion of study area Photo 34 DFIS-1 facing downstream, southeastern portion of study area Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 35 DFIS-1 facing upstream, southeastern portion of study area Photo 36 DFIS-1 facing downstream, southeastern portion of study area Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 37 DFIS-1 facing downstream, southeastern portion of study area APPENDIX C Site Layout ³0 100 20050Feet Lege nd Study Are a Constru ctio n L imits Propose d Pr oje ct Layout Propo sed Bu ilding Propo sed Pa veme nt Pr opose d Mitigation Slope Sta biliza tion Native Prairie Drain Field Develop me nt Lan dscape Are a Upper Rain G arden/Vegetated Buffer Lower Rain G arden/Vegetated Buffer © OpenStreetMap (and) contributors,CC-BY-SA PH. (214) 630-1010 terra con.com 8901 John W. Carptenter Freeway, Suite 100 Dallas, Texas 75247 Exhibit C.1 Site Layout Fisher59 Distribution Centerat Masch Branch Road HWY 380 and Masch BranchRoadDenton, Denton County,Texas C:\Users\tvcapps\OneDrive - Terracon Consultants Inc\Desktop\MAESA\TerraData\94177808_SiteLayout.mxd94177808 Jun 2019 TVC JH Project No.: Date: Drawn By: Reviewed By: Typ e E x isting A rea (A cres)A rea of I mpact (A cres) DFIS -1 U ndev eloped Floodplain 16.6 2.6 1. Environm ental Sensitive Area Sum m ary Act ivit y C u t (C u b ic Yard s)F ill (C u b ic Yard s) Area o f D ist u rb an ce (Acres) E arth Work in E x isting Floodplain for P roject C onstruction 11,870 7,775 5.51 3. Floodplain Fill Alterations (D FIS-1) Act ivit y A rea (A cres) Floodplain E S A H abitat Remov ed 0.27 Floodplain A reas S eeded w ith N ativ e Drain Field M ix 6 N ativ e P lanted B ioretention A reas 0.28 Net Gai n of I m prov ed Habi tat 6.01 4. A ESA Im pact/M itigation Acr eage B alance F lo o d p lain Alt erat io n s A rea of Disturbance (A cres) DFI S -1 E x isting Floodplain A rea (A cres)16.6 DFI S -1 P roposed Floodplain A rea (A cres)17.35 Net Fl oodpl ai n Ar ea Gai nP ost-proj ect 0.75 2. Floodplain Area A lter ations APPENDIX D Site Design Sheets and Calculations GRIMES CONSULTING, INC.CALCULATION SHEET Project Name:Fisher 59 Project Number:3005 Computed By:JRB Date:10-Apr-19 Checked By:JLW Rev Date:29-Apr-19 PRE-PROJECT ESA FLOODPLAIN WATER QUALITY VOLUME Site Area =16.60 % Impervious 0.96 Impervious Area =0.16 CN=98 Rv(Calc) = 0.009(I)+0.05 0.059 Pervious Area =16.44 CN=80 P =1.5 Gravel Area =0.00 CN=91 (80% Imp) Wqv= 0.122 Ac-ft Wqv=5,303 CF POST-PROJECT ESA FLOODPLAIN WATER QUALITY VOLUME Site Area =17.35 % Impervious 1.56 Impervious Area =0.27 CN=98 Rv(Calc) = 0.009(I)+0.05 0.064 Pervious Area =17.08 CN=80 P =1.5 Gravel Area =0.00 CN=91 (80% Imp) Wqv= 0.139 Ac-ft Wqv=6,047 CF UPSTREAM AREATREATED BY BIORETENTION WATER QUALITY VOLUME Site Area =1.60 % Impervious 35 Impervious Area =0.56 CN=98 Rv(Calc) = 0.009(I)+0.05 0.365 Pervious Area =1.04 CN=80 P =1.5 Gravel Area =0.00 CN=91 (80% Imp) Wqv= 0.073 Ac-ft Wqv=3,180 CF WQv Pre-Project 0.122 Ac-Ft =5,303 CF WQv before reduction 0.139 Ac-Ft =6,047 CF WQv with reduction 0.066 Ac-Ft =2,867 CF Table 5 – Pre and Post-project WQv Amounts with and without Bioretention WQv Conditions Without Bioretention WQv Conditions With Bioretention WQv Area WQv (CF)WQv Area WQv (CF) DFIS-1 Floodplain ESA Pre- Project 5,303 DFIS-1 Floodplain ESA Pre- Project 5,303 DFIS-1 Floodplain ESA Post- Project without Bioretention 6,047 DFIS-1 Floodplain ESA Post- Project with Bioretention 2,867 Pre Post-project Difference 744 CF Increase Pre Post-project Difference -2,436 CF Decrease 6,047 cf post-driveway WQv – 3,180 cf bio-retention WQv = 2,867 cf final WQv GRIMES CONSULTING, INC.CALCULATION SHEET Project Name:Fisher 59 Project Number:3005 Computed By:JRB Date:2-May-18 Checked By:JLW Rev Date: BIORETENTION BB-1 WATER QUALITY VOLUME (F-6 BIO-RETENTION) Site Area =0.86 % Impervious 19 Impervious Area =0.16 CN=98 Rv(Calc) = 0.009(I)+0.05 0.217 Rv(Design) =0.217 Pervious Area =0.70 CN=80 P =1.5 Gravel Area =0.00 CN=91 (80% Imp) df =2.50 ft Filter bed depth (NOT INCLUDING SAND LAYER)Af= Filter Bed Area k =0.5 ft/day Coefficient of Permeability (Per iSWM Section 2.6)Wqv= (P*Rv*A)/12 Af = (WQv)*(df) / [(k)*(hf + df)*(tf)] hf = 0.36 ft Average Height of Water Wqv= 0.023 Ac-ft Af 'A' =891 tf =2.00 days Filter Bed Drain Time Wqv=1,018 CF Af Provided =950 CALCULATED BASIN VOLUME ELEVATION AREA SQ. FOOT VOLUME CUBIC-FOOT TOTAL VOLUME SUM CUBIC- FOOT Top of Basin =662.00 2465 2177.50 3598 661.00 1890 1420.00 1420 Top of Mulch =660.00 950 0.00 0 Top of Soil =659.75 950 0.00 0 Bottom of Soil =657.25 950 0.00 0 Maximum Allow. Pond Depth =18 inches = Elev.661.50 Filter Bed Depth =2.50 feet Calculated Water Depth(WQv)=8.60 inches Required WQv (Calculated) =1018 cf WQv Provided =1018 at Elev 660.72 Area of Filter Bed =950 sq. ft.Structure Top =660.75 Berm Elevation =662.00 GRIMES CONSULTING, INC.CALCULATION SHEET Project Name:Fisher 59 Project Number:3005 Computed By:JRB Date:2-May-18 Checked By:JLW Rev Date: BIORETENTION BB-2 WATER QUALITY VOLUME (F-6 BIO-RETENTION) Site Area =0.74 % Impervious 54 Impervious Area =0.40 CN=98 Rv(Calc) = 0.009(I)+0.05 0.536 Rv(Design) =0.536 Pervious Area =0.34 CN=80 P =1.5 Gravel Area =0.00 CN=91 (80% Imp) df =2.50 ft Filter bed depth (NOT INCLUDING SAND LAYER)Af= Filter Bed Area k =0.5 ft/day Coefficient of Permeability (Per iSWM Section 2.6)Wqv= (P*Rv*A)/12 Af = (WQv)*(df) / [(k)*(hf + df)*(tf)] hf = 0.40 ft Average Height of Water Wqv= 0.050 Ac-ft Af 'A' =1862 tf =2.00 days Filter Bed Drain Time Wqv=2,162 CF Af Provided =1925 CALCULATED BASIN VOLUME ELEVATION AREA SQ. FOOT VOLUME CUBIC-FOOT TOTAL VOLUME SUM CUBIC- FOOT Top of Basin =668.00 5350 4400.00 7088 667.00 3450 2687.50 2688 Top of Mulch =666.00 1925 0.00 0 Top of Soil =665.75 1925 0.00 0 (20% Volume) Bottom of Soil =663.25 1925 0.00 0 Maximum Allow. Pond Depth =18 inches = Elev.667.50 Filter Bed Depth =2.50 feet Calculated Water Depth(WQv)=9.65 inches Required WQv (Calculated) =2162 cf WQv Provided =2162 at Elev 666.80 Area of Filter Bed =1925 sq. ft.Structure Top =666.80 Berm Elevation =668.00 ZONE "AE" NON-SHADED ZONE X 1 3 2 7 18B J O 6 G H I K L 4 9B 5A 5 18C 18D 18E 20A 20B CO2 23 25 24 J:\3005\3005\Drawings\Engineering\Construction Plans\3005 SDP.dwg\6/28/2019 7:27 AM\James Whisler16150 Main Circle Drive, Suite 100 St. Louis, MO 63017 (636) 449-1175 / fax (636) 449-1176FISCHER 59CITY PROJECT: SP18-0013PART OF A TRACT OF LANDIN THE SEFERINO A. HUIZARSURVEY, ABSTRACT # 51449.99 ACRESPREPARER'S SEAL 5050 W. UNIVERSITY DRIVECITY OF DENTON,DENTON COUNTY TXSEFERINO A. HUIZARSURVEY, ABSTRACT # 51404.16.186/28/19 EXHIBIT J2 - UTILITY PLAN 29 CO4 27 J:\3005\3005\Drawings\Engineering\Construction Plans\3005 site.dwg\7/11/2019 5:32 PM\James Whisler16150 Main Circle Drive, Suite 100 St. Louis, MO 63017 (636) 449-1175 / fax (636) 449-1176FISCHER 59CITY PROJECT: TBDPART OF A TRACT OF LANDIN THE SEFERINO A. HUIZARSURVEY, ABSTRACT # 51449.99 ACRESPREPARER'S SEAL 5050 W. UNIVERSITY DRIVECITY OF DENTON,DENTON COUNTY TXSEFERINO A. HUIZARSURVEY, ABSTRACT # 51404.16.187/11/19 EXHIBIT K3 - BMP DETAIL THE RAIN GARDEN IS DESIGNED TO HOLD STORM WATER RUNOFF SO IT CAN FILTER POLLUTANTS. THERE ARE SPECIAL PLANTS IN THE BEDS WHICH ACTUALLY ASSIST IN THE PROCESS OF ABSORBING THE POLLUTANTS. THE PLANTS ARE ALSO USED TO FEED AND ATTRACT BIRDS AND BUTTERFLIES. BIO-RETENTION J:\3005\3005\Drawings\Engineering\Construction Plans\3005 SDP.dwg\7/12/2019 7:04 AM\James Whisler16150 Main Circle Drive, Suite 100 St. Louis, MO 63017 (636) 449-1175 / fax (636) 449-1176FISCHER 59CITY PROJECT: SP18-0013PART OF A TRACT OF LANDIN THE SEFERINO A. HUIZARSURVEY, ABSTRACT # 51449.99 ACRESPREPARER'S SEAL 5050 W. UNIVERSITY DRIVECITY OF DENTON,DENTON COUNTY TXSEFERINO A. HUIZARSURVEY, ABSTRACT # 51404.16.187/12/19 EXHIBIT K6 - BMP DETAILS THE RAIN GARDEN IS DESIGNED TO HOLD STORM WATER RUNOFF SO IT CAN FILTER POLLUTANTS. THERE ARE SPECIAL PLANTS IN THE BEDS WHICH ACTUALLY ASSIST IN THE PROCESS OF ABSORBING THE POLLUTANTS. THE PLANTS ARE ALSO USED TO FEED AND ATTRACT BIRDS AND BUTTERFLIES. BIO-RETENTION ZONE "AE" ZONE "AE" ZONE "AE" ZONE "AE" ZONE "AE" ZONE "AE" ZONE "AE" ZONE "AE" ZONE "AE" NON-SHADED ZONE X NON-SHADED ZONE X NON-SHADED ZONE X NON-SHADED ZONE X NON-SHADED ZONE X J:\3005\3005\Drawings\Engineering\Construction Plans\3005 site.dwg\6/28/2019 7:35 AM\James Whisler16150 Main Circle Drive, Suite 100 St. Louis, MO 63017 (636) 449-1175 / fax (636) 449-1176FISCHER 59CITY PROJECT: TBDPART OF A TRACT OF LANDIN THE SEFERINO A. HUIZARSURVEY, ABSTRACT # 51449.99 ACRESPREPARER'S SEAL 5050 W. UNIVERSITY DRIVECITY OF DENTON,DENTON COUNTY TXSEFERINO A. HUIZARSURVEY, ABSTRACT # 51404.16.186/28/19 EXHIBIT H1 - EXISTING DRAINAGE AREA MAP ZONE "AE" ZONE "AE" ZONE "AE" ZONE "AE" ZONE "AE" ZONE "AE" ZONE "AE" ZONE "AE" ZONE "AE" NON-SHADED ZONE X NON-SHADED ZONE X NON-SHADED ZONE X NON-SHADED ZONE X NON-SHADED ZONE X J:\3005\3005\Drawings\Engineering\Construction Plans\3005 site.dwg\7/2/2019 4:38 PM\Jacob Brockmeyer16150 Main Circle Drive, Suite 100 St. Louis, MO 63017 (636) 449-1175 / fax (636) 449-1176FISCHER 59CITY PROJECT: TBDPART OF A TRACT OF LANDIN THE SEFERINO A. HUIZARSURVEY, ABSTRACT # 51449.99 ACRESPREPARER'S SEAL 5050 W. UNIVERSITY DRIVECITY OF DENTON,DENTON COUNTY TXSEFERINO A. HUIZARSURVEY, ABSTRACT # 51404.16.187/2/19 EXHIBIT H3 - DETENTION DRAINAGE AREA MAP COOPERAGEW110TAAAAAAAAAAAAAAAAAAAAAAAAABBBBBBBBBBBBBBBBBBBBBBeeeebbbbbeeebbbbbbDbbbbeeaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaEEeeefff fffcccccccccceeefffffffeeeeeefffffffffffffffccccc BDDDCCCCCEEEDDedddddddddddddddeeeeeeeeeBBBBAAFFFFFFFFFFGMGMGMGMGMGMGMGMGMGMGMGMGMGMGGGMGGGHHJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJAAAAHHAkkkkkhhhhhhhhhhhf ff f fffffffffjkjjjjjkkkkkkkkkffff f ff ff ff jkfjjjjjkkkkkkkkkfffff ff ffffff fkkkkkhhhhhff fffffffffhhhkjjjjjkkkkkffffffffff fffffff ffffkkkkkhhhhhhhhf fDDfBBBBBBBKMKMKMKMKMKMGGGGGGGGGMGMGMGMGMGMGMGMGMGMGMGMGMGMBBBBGMGMGMGMKKKKKKKKKHHHHHHHHHAAAGM16150 Main Circle Drive, Suite 100St. Louis, MO 63017(636) 449-1175 / fax (636) 449-1176FISCHER 59 3005 PART OF A TRACT OF LAND IN THE SEFERINO A. HUIZAR SURVEY, ABSTRACT # 514 49.99 ACRES Civil Engineering & Surveying Services PREPARER'S SEALCITY OF DENTON, DENTON COUNTY TX SEFERINO A. HUIZAR SURVEY, ABSTRACT # 514 03.19.18 EXHIBIT M-LANDSCAPE PLAN e e e e bb b b bb a a a a a e e e f f f f f fcccccccccc e e e f f f f ff f e e e e e e f f f f f f f ff ff f f ff c cc c c DECIDUOUS TREE PLANTING Prune only broken branches Stakes to be even with lowest branches 1/2" rubber/plastic hose @ trunk Top of ball to be raised 3" above grade min. Backfill per spec. Remove rope, burlap, and wire basket from top half of root ball. 3" bark mulch do not cover trunk flair 4" earth saucer beyond excavation 2"x2" hardwood stakes with galvanized wire * 1:1 side slope on planting hole. 2x root ball dia. * Staking should be done only when: ·Planting in soft, loose soils ·Root balls with sandy soil, or wet clay ·Trees located in an extremely windy location Place root ball on unexcavated or tamped soil.x"1/2 x" 1/2 x" x" Till bed per spec with amendments PLAN VIEW SECTION VIEW Perennial/ annuals Subgrade per spec For spacing see planting schedule x"TYPICAL PERENNIAL PLANTING 2" Mulch bb b e e e b b b b b b b b b e e Grade Top of ball 2" above grade Remove burlap from 1/3 of Root Ball 3" mulch 4" earth saucer. If planted indivdually. Eliminate if in a bed. backfill per spec. loosened subsoil 6" MIN. SCARIFY ROOT BALL OF ALL CONTAINER STOCK TYPICAL SHRUB PLANTING NTS c c c c c ALUMINUM LANDSCAPE BED EDGING1 L-1 16150 Main Circle Drive, Suite 100 St. Louis, MO 63017 (636) 449-1175 / fax (636) 449-1176FISCHER 593005PART OF A TRACT OF LANDIN THE SEFERINO A. HUIZARSURVEY, ABSTRACT # 51449.99 ACRESCivil Engineering & Surveying ServicesPREPARER'S SEAL CITY OF DENTON,DENTON COUNTY TXSEFERINO A. HUIZARSURVEY, ABSTRACT # 51403.19.18EXHIBIT M1-LANDSCAPE PLAN APPENDIX E Stormwater Management Facility Operation and Maintenance Plan STORMWATER MANAGEMENT FACILITY OPERATION AND MAINTENANCE PLAN FISHER 59 Prepared for: HDA Architects Contact: Josh Goodman 16150 Main Circle Drive Suite 100 Chesterfield, MO 63017 Prepared by: 12300 Old Tesson, Suite 300D St. Louis, MO 63128 314-849-6100 314-849-6010 jacob@grimesconsulting.com GRIMES PROJECT #3005 05/20/19 Leonard J. Meers Professional Engineer E-28288 1 Stormwater Management Facility Operation and maintenance (O&M) Plan Table of Contents An O&M Plan is required for this development project to provide guidance for the post construction stormwater best management practices (BMPs). The document should be used by the property owner to ensure adequate maintenance and function per design of the post construction BMPs on site. TABLE OF CONTENTS I. Stormwater Management Facilities Description ....................................................................................... 2 A. General Site Description ....................................................................................................................... 2 B. Stormwater Management Facilities ..................................................................................................... 2 I. Water Quality BMPs ........................................................................................................................... 2 II. Site Contacts ............................................................................................................................................. 2 III. Maintenance Procedures ......................................................................................................................... 3 A. Bioretention Areas ............................................................................................................................ 3 B. Native Prairie Area ............................................................................................................................ 4 C. Corrective Actions and Modifications ................................................................................................... 5 D. Maintenance Materials ........................................................................................................................ 5 E. Safety..................................................................................................................................................... 5 IV. Inspection Procedures ............................................................................................................................. 5 V. BMP Waste Disposal ................................................................................................................................. 5 VI. O&M Plan Revisions ................................................................................................................................. 6 Inspection Checklist(s) .............................................................................................................................. 7 2 I. STORMWATER MANAGEMENT FACILITIES DESCRIPTION A. GENERAL SITE DESCRIPTION The Fisher 59 site is located at 5050 W. University Drive at the intersection of U.S. Highway 380 and Masch Branch Road. The improvements planned for the development consist of the construction of a 189,800-sf warehouse and office building with surrounding parking. To provide runoff reduction there are three bio-retention basins designed for the WQv storm. Area West – The bio-retention on the southwest side of the parking lot is a depressed landscape feature which stores, filters, and infiltrates stormwater runoff. The stormwater will sheet drain across the parking lot into the bio-retention cell via curb cuts, then filter through the soil media to the sand and gravel underdrain. The outfall is via the 4” perforated underdrain and larger storms are passed by overflow structure #15. Area East – The bio-retention on the southeast side of the parking lot is a depressed landscape feature which stores, filters, and infiltrates stormwater runoff. The stormwater will sheet drain across the parking lot into the bio-retention cell via curb cuts, then filter through the soil media to the sand and gravel underdrain. The outfall is via the 4” perforated underdrain and larger storms are passed by overflow structure #3. Area Southeast – The bio-retention on the east side of the entrance from U.S. Highway 380 is a depressed landscape feature which stores, filters, and infiltrates stormwater runoff. The stormwater will sheet drain across the parking lot into the bio-retention cell via curb cuts, then filter through the soil media to the sand and gravel underdrain. The outfall is via the 4” perforated underdrain and larger storms are passed by overflow structure #28. All BMPs which have been installed in BMP reserve areas are to be perpetually located within this area. Inspection or maintenance personnel may utilize the site plan located in Appendix A containing the locations of the BMPs within this development. B. STORMWATER MANAGEMENT FACILITIES I. WATER QUALITY BMPS Area BB-1 – Bio-retention on the east side of the entrance from U.S. Highway 380 Area BB-2 – Bio-retention on the southeast side of the parking lot. II. SITE CONTACTS HDA Architects Contact: Josh Goodman 16150 Main Circle Drive Suite 100 Chesterfield, MO 63017 jgoodman@hdai.com 3 III. MAINTENANCE P ROCEDURES A. BIORETENTION AREAS Following the maintenance procedures outlined in this plan for the stormwater facilities is imperative to ensure the proper function of the systems. The first year of operation of the system is especially critical for establishing benchmarks for the specific system onsite. 1. Inspection should be conducted after rainstorms to check for surface ponding that might indicate possible clogging. 2. Do not store soil or other material capable of clogging the surface on or adjacent to porous pavement. Routine Maintenance Activities The majority of this work consists of mowing, weeding, debris removal and should be done on monthly as needed basis. · Remove litter and debris. · Remove sediment. · Remulch void areas. · Treat diseased trees and shrubs. · Mow turf areas around basin. These activities can be completed without any prior correspondence with the City of Denton or the engineering consultant. Non-Routine Maintenance Activities This work consist of item such as slope stabilization, removal and replacement of top layer of filter or sand media and should be performed annually as needed. · Repair erosion at inflow points. · Repair outflow structures. · Unclog underdrain. · Regulate soil pH regulation. · Remove and replace dead and diseased vegetation. · Add mulch. Typical Maintenance Activities for Bioretention Areas Activity Schedule · Pruning and weeding to maintain appearance. · Mulch replacement when erosion is evident. · Remove trash and debris. As needed · Inspect inflow points for clogging (off-line systems). Remove any sediment. · Inspect filter strip/grass channel for erosion or gullying. Re-seed or sod as necessary. · Trees and shrubs should be inspected to evaluate their health and remove any dead or severely diseased vegetation. Semi-annually · The planting soils should be tested for pH to establish acidic levels. If the pH is below 5.2, limestone should be applied. If the pH is above 7.0 to 8.0, then iron sulfate plus sulfur can be added to reduce the pH. Annually · Replace mulch over the entire area. · Replace pea gravel diaphragm if warranted (or when the voids are obviously filled with sediment and water is no longer infiltrating). 2 to 3 years 4 B. NATIVE PRAIRIE AREA Native prairie meadows are a low maintenance alternative to high maintenance lawns and traditional landscapes. They are not, however, no maintenance landscapes. Some simple, but essential, post-planting care is necessary for successful establishment and long-term performance Mowing Mowing is used for three purposes: 1) Control of annual and biennial weeds in the first two years after seeding 2) Controlling cool season grasses and weeds in the third year of establishment and beyond, similar in its effect to prescribed burning 3) Preventing invasion by trees and shrubs Mowing can be accomplished using a heavy duty riding lawnmower, a wheeled brush mower, a string trimmer (“weed whacker”), or a tractor-mounted mower. String trimmers are the best, especially for small areas, since they can mow at a variety of heights, they lay down the cut material gently without clumping, and can be used in situations where mowers cannot be used (steep slopes and low wet areas). First Year: Mow the prairie seeding at six inches in height to keep back fast-growing annual weeds in the first growing season. Most prairie plants are slow-growing perennials, and are easily out-competed by annual weeds in the first year if not controlled. Mowing weeds before they set seed also helps reduce problems in following years. Do not allow weeds to get taller than 16 inches before mowing them down to six inches. When taller vegetation is cut down, the large amount of cut material can bury the young prairie seedlings. Expect to mow three times in the first year. Second Year: Mow annual and biennial weeds to a height of twelve inches in mid to late June, when most biennial weeds are in full bloom. This will prevent them from forming seed and re-infesting the area, and can kill some biennial weeds outright. Most prairie flowers and grasses will not be taller than twelve inches at this time, and remain unharmed by the mowing. It is important to time the June mowing to coincide with the bloom period of biennial weeds. This single mowing in the second year can be critical to long term success by controlling these often aggressive weeds before they can become firmly established. Some biennial weeds will re-grow and flower a second time after the June mowing. They should then be either cut back to the ground using pruning shears or a string trimmer, or carefully pulled up by the roots when the soil is moist after a rain. If biennial weeds, especially White or Yellow Sweetclover (Melilotus spp.) appear in the third growing season, they should again be cut down when in full bloom, or pulled up by the roots. If the plants have completed flowering and are forming seed, they should be cut or pulled and immediately removed from the prairie. Never allow biennial weeds to complete the seed formation process and re-infest the prairie, as they can become a longterm management problem. Third Year and Beyond: Spring burning should be initiated at the beginning of the third growing season If burning is not an option, mowing and raking the cut material can be substituted for burning to remove dead plant growth from the previous year. Raking off the cut material after mowing helps to expose the soil and encourage more rapid soil warming, favoring the heat-loving prairie flowers and grasses. Mow as close to the ground as possible, right down to the soil surface if possible. This closely mimics the effects of burning, and is nearly as effective in favoring the prairie plants over cool season weeds and grasses. Selective Weeding Problem weeds, especially those with taproots, can be carefully pulled or dug beginning in the second growing season. Pulling and digging is not recommended in the first year of establishment, as the small prairie seedlings are not yet well-rooted, and are easily disturbed and killed. By the second year, both biennial and perennial weeds that have become established will be evident. Biennial weeds can be carefully pulled, or cut at the base during flowering to kill them. Make sure to remove the plants prior to setting seed, to prevent re-infested in future years. 5 Sometimes an aggressive perennial weed becomes a problem in a prairie meadow. Windblown seeds can enter from adjacent areas and become established. This usually occurs in the first three years of the planting, before the prairie has matured and developed the thick sod that helps to repel weeds. In such cases, it is sometimes necessary to utilize herbicides to eliminate unwanted aggressive plants. C. CORRECTIVE ACTIONS AND MODIFICATIONS Any corrective actions required that will modify the BMP(s) design components are considered design modifications and must be reviewed by the City of Denton. The owner must consult the City of Denton, and will likely need an approved plan from a professional engineering consultant. D. MAINTENANCE MATERIALS In the event that any of the media or other surface materials needed to be replaced during routine or non-routine maintenance, the following are the requirements for material replacement. E. SAFETY Safety considerations should be taken when conducting maintenance. Hazards should be anticipated and avoided. Confined spaces should not be entered without proper training, monitoring and equipment. IV. INSPECTION PROCEDURES Stormwater Management Facilities shall be inspected by a qualified individual familiar with the operation of the facilities. Inspections during the first year shall take place at a minimum quarterly, using the BMP inspection checklist in Appendix C. At least one of the inspections should be performed after a storm exceeding 1 inch of rainfall in a 24 hour period, ideally approximately 24 to 48 hours after the storm to determine if the facility is draining as desired. After the first year of operation, quarterly inspections should be completed. V. BMP WASTE DISPOSAL Landfill and solid waste facility requirements shall be followed for all BMP waste. The owner is responsible for determining all State and/or local regulations for special waste that may be applicable. All sediment removed from the system shall be disposed according to current erosion and sediment control regulations. When cleaning, standing water, “clear and unpolluted”, can be decanted and discharged to the storm system. Water that has become turbid during cleaning should be pumped and hauled to an acceptable wastewater disposal facility or treated by filtration, such as pumped through a bag filter and discharged to the sanitary sewer system. A special discharge permit from the City of Denton is not required for discharging to the sanitary system if the total volume is less than 10,000 gallons. The flow rate pumped into the sanitary system shall not exceed 50 gpm. The following definitions shall be used as reference: Clear water: Water that has settled its solids for 24 hours and can be pumped out of the BMP without re- suspending the solids. 6 Unpolluted water: Any water that may be discharged under NPDES regulations into waters of the State without having to be authorized by a NPDES permit and which will not cause any violations of State or Federal water quality standards. VI. O&M PLAN REVISIONS Property owner should reference the City of Denton website or contact the City of Denton for current guidance on procedures for O&M Plan revisions. 7 INSPECTION CHECKLIST(S) Location: ______________________________________ ________ Owner Change since last inspection? Yes No Owner Name:________________________________________________ Owner Address: _____________________________________________ INSPECTION RATING SYSTEM 0 = Good condition. Well maintained, no action required. Satisfactory Performance. 1 = Moderate condition. Should monitor. Satisfactory Performance. 2 = Degraded condition. Routine maintenance and repair needed. Unsatisfactory Performance. 3 = Serious condition. Immediate need for repair or replacement. Unsatisfactory Performance. INSPECTION ITEMS RATING COMMENTS Provide stable conveyance into facility?0 1 2 3 N/A Excessive trash/debris/sediment accumulation?0 1 2 3 N/A Signs of erosion?0 1 2 3 N/A Excessive trash/debris/sediment?0 1 2 3 N/A Evidence of standing water? (Ponding, Noticeable Odors, Water Stains, Algae)0 1 2 3 N/A Evidence of clogging?0 1 2 3 N/A Dead vegetation/exposed soil?0 1 2 3 N/A Evidence of erosion?0 1 2 3 N/A Excessive trash/debris/sediment?0 1 2 3 N/A Signs of erosion or movement of mulch (or pea gravel)?0 1 2 3 N/A Evidence of oil/chemical/accumulation?0 1 2 3 N/A Evidence of standing water? (Ponding, Noticeable Odors, Water Stains, Algae)0 1 2 3 N/A Underdrain system (if equipped) broken/clogged?0 1 2 3 N/A Adequate plant covering present?0 1 2 3 N/A Is vegetation overgrown?0 1 2 3 N/A Dead vegetation/exposed soil?0 1 2 3 N/A Signs of mulch layer thinning (or pea gravel)?0 1 2 3 N/A Stable conveyance out of facility provided?0 1 2 3 N/A Excessive trash/debris/sediment accumlation?0 1 2 3 N/A Evidence of erosion at/around ?0 1 2 3 N/A Complaints from local residents?0 1 2 3 N/A Any public hazards observed (desribe if any)0 1 2 3 N/A *If any 2-3 ratings are given in Sections A-E of this checklist, list corrective actions recommended or completed at the time of this inspection. CORRECTIVE ACTIONS RECOMMENDED TO OWNER COMPLETED AT TIME OF INSPECTION Please attach photographs, with descriptions, showing current condition of system and any defeciencies noted in this inspections B. PRETREATMENT D. OVERFLOW/OUTLET STRUCTURE E. HAZARDS STORMWATER MANAGEMENT FACILITY MAINTENANCE INSPECTION CHECKLIST F. CORRECTIVE ACTIONS* Overall Drainage Area Conditions: Inspector: ________________________________________________________________ Date of Inspection: _________________________________________________________ G. PHOTOGRAPHS BIORETENTION/RAIN GARDEN A. INLET (If not piped, identify as overland flow) C. TREATMENT AREA AND VEGETATION Site Conditions: _____________________________________________________________________________________________________________________________________ Job Number: ____________________________________________________________ Owner Phone Number: ______________________________________________________ NOTE TO INSPECTOR: All personnel entering any confined spaces must take appropriate safety measures and follow applicable OSHA regulations. Location: ______________________________________ ________ Owner Change since last inspection? Yes No Owner Name:________________________________________________ Owner Address: _____________________________________________ INSPECTION RATING SYSTEM 0 = Good condition. Well maintained, no action required. Satisfactory Performance. 1 = Moderate condition. Should monitor. Satisfactory Performance. 2 = Degraded condition. Routine maintenance and repair needed. Unsatisfactory Performance. 3 = Serious condition. Immediate need for repair or replacement. Unsatisfactory Performance. INSPECTION ITEMS RATING COMMENTS Provide stable conveyance into facility?0 1 2 3 N/A Excessive trash/debris/sediment accumulation?0 1 2 3 N/A Signs of erosion?0 1 2 3 N/A Excessive trash/debris/sediment?0 1 2 3 N/A Evidence of standing water? (Ponding, Noticeable Odors, Water Stains, Algae)0 1 2 3 N/A Evidence of clogging?0 1 2 3 N/A Dead vegetation/exposed soil?0 1 2 3 N/A Evidence of erosion?0 1 2 3 N/A Excessive trash/debris/sediment?0 1 2 3 N/A Signs of erosion or movement of mulch (or pea gravel)?0 1 2 3 N/A Evidence of oil/chemical/accumulation?0 1 2 3 N/A Evidence of standing water? (Ponding, Noticeable Odors, Water Stains, Algae)0 1 2 3 N/A Underdrain system (if equipped) broken/clogged?0 1 2 3 N/A Adequate plant covering present?0 1 2 3 N/A Is vegetation overgrown?0 1 2 3 N/A Dead vegetation/exposed soil?0 1 2 3 N/A Signs of mulch layer thinning (or pea gravel)?0 1 2 3 N/A Stable conveyance out of facility provided?0 1 2 3 N/A Excessive trash/debris/sediment accumlation?0 1 2 3 N/A Evidence of erosion at/around ?0 1 2 3 N/A Complaints from local residents?0 1 2 3 N/A Any public hazards observed (desribe if any)0 1 2 3 N/A *If any 2-3 ratings are given in Sections A-E of this checklist, list corrective actions recommended or completed at the time of this inspection. CORRECTIVE ACTIONS RECOMMENDED TO OWNER COMPLETED AT TIME OF INSPECTION Please attach photographs, with descriptions, showing current condition of system and any defeciencies noted in this inspections B. PRETREATMENT D. OVERFLOW/OUTLET STRUCTURE E. HAZARDS STORMWATER MANAGEMENT FACILITY MAINTENANCE INSPECTION CHECKLIST F. CORRECTIVE ACTIONS* Overall Drainage Area Conditions: Inspector: ________________________________________________________________ Date of Inspection: _________________________________________________________ G. PHOTOGRAPHS BIORETENTION/RAIN GARDEN A. INLET (If not piped, identify as overland flow) C. TREATMENT AREA AND VEGETATION Site Conditions: _____________________________________________________________________________________________________________________________________ Job Number: ____________________________________________________________ Owner Phone Number: ______________________________________________________ NOTE TO INSPECTOR: All personnel entering any confined spaces must take appropriate safety measures and follow applicable OSHA regulations. Location: ______________________________________ ________ Owner Change since last inspection? Yes No Owner Name:________________________________________________ Owner Address: _____________________________________________ INSPECTION RATING SYSTEM 0 = Good condition. Well maintained, no action required. Satisfactory Performance. 1 = Moderate condition. Should monitor. Satisfactory Performance. 2 = Degraded condition. Routine maintenance and repair needed. Unsatisfactory Performance. 3 = Serious condition. Immediate need for repair or replacement. Unsatisfactory Performance. INSPECTION ITEMS RATING COMMENTS Provide stable conveyance into facility?0 1 2 3 N/A Excessive trash/debris/sediment accumulation?0 1 2 3 N/A Signs of erosion?0 1 2 3 N/A Excessive trash/debris/sediment?0 1 2 3 N/A Evidence of standing water? (Ponding, Noticeable Odors, Water Stains, Algae)0 1 2 3 N/A Evidence of clogging?0 1 2 3 N/A Dead vegetation/exposed soil?0 1 2 3 N/A Evidence of erosion?0 1 2 3 N/A Excessive trash/debris/sediment?0 1 2 3 N/A Signs of erosion or movement of mulch (or pea gravel)?0 1 2 3 N/A Evidence of oil/chemical/accumulation?0 1 2 3 N/A Evidence of standing water? (Ponding, Noticeable Odors, Water Stains, Algae)0 1 2 3 N/A Underdrain system (if equipped) broken/clogged?0 1 2 3 N/A Adequate plant covering present?0 1 2 3 N/A Is vegetation overgrown?0 1 2 3 N/A Dead vegetation/exposed soil?0 1 2 3 N/A Signs of mulch layer thinning (or pea gravel)?0 1 2 3 N/A Stable conveyance out of facility provided?0 1 2 3 N/A Excessive trash/debris/sediment accumlation?0 1 2 3 N/A Evidence of erosion at/around ?0 1 2 3 N/A Complaints from local residents?0 1 2 3 N/A Any public hazards observed (desribe if any)0 1 2 3 N/A *If any 2-3 ratings are given in Sections A-E of this checklist, list corrective actions recommended or completed at the time of this inspection. CORRECTIVE ACTIONS RECOMMENDED TO OWNER COMPLETED AT TIME OF INSPECTION Please attach photographs, with descriptions, showing current condition of system and any defeciencies noted in this inspections B. PRETREATMENT D. OVERFLOW/OUTLET STRUCTURE E. HAZARDS STORMWATER MANAGEMENT FACILITY MAINTENANCE INSPECTION CHECKLIST F. CORRECTIVE ACTIONS* Overall Drainage Area Conditions: Inspector: ________________________________________________________________ Date of Inspection: _________________________________________________________ G. PHOTOGRAPHS BIORETENTION/RAIN GARDEN A. INLET (If not piped, identify as overland flow) C. TREATMENT AREA AND VEGETATION Site Conditions: _____________________________________________________________________________________________________________________________________ Job Number: ____________________________________________________________ Owner Phone Number: ______________________________________________________ NOTE TO INSPECTOR: All personnel entering any confined spaces must take appropriate safety measures and follow applicable OSHA regulations. 12300 Old Tesson Road; Suite 300D 314.849.6100 St. Louis, Missouri 63128 Fax 314.849.6010 grimesconsulting.com R e t a i l C o m m e r c i a l I n s t i t u t i o n a l I n d u s t r i a l R e s i d e n t i a l March 13,2019 Department of Development Services City of Denton 215 W. Hickory St Denton Texas 76201 Re: Project Narrative-AESA Fisher 59 US Highway 380 Denton, Texas Dear Staff: We are requesting an AESA for the floodplain for habitat due to the access drive encroaching into the floodplain. Project Description The proposed development is located in the City of Denton, approximately 1,000 feet west of the intersection of Highway 380 and Masch Branch Road. The proposed development will be a 178,495 square foot warehouse with an attached 30,765 square foot office. The proposed development will be completed in one phase. Area for a 178,000 sf future expansion has been reserved. Site and Surrounding Land Uses 49.99 acres of the west side of the property (ID# 60799) was recently purchased by Denton Exchange, LLC. Denton County has assigned new lot ID #728789 on which the new development is proposed. The majority of all properties surrounding the site are undeveloped. There are two commercial developments near the site. One is located on Masch Branch north of the proposed development and the other is at the southeast corner of Masch Branch and Highway 380. Please feel free to contact myself for any question related to this report. Thank you, CL CL CL CL CL CL N MASCH BRANCH ROADLOT 1BLOCK A37.89 ACRESEXISTING USE:VACANTPROPOSED USE:INDUSTRIALDENTON1 EXCHANGELLCCCF#2018-19795R.P.R.D.C.T.MASCH BRANCH REALTY LPLOT 2, BLOCK 1MARRIOT GARDENS ADDITIONCAB. N, PG. 230P.R.D.C.T.JOHN KARVOUNIARISCCF# 2003-207512R.P.R.D.C.T.F. DON GAMMONEXECUTOR OF THE ESTATE OFMICHAEL E. GAMMON AND RALPHDURWOOD FINLEYCCF# 2008-132154R.P.R.D.C.T.CIRS1/2" IRFSTATE OF TEXAS CCF#2008-69131R.P.R.D.C.T.1 ( 6 : 10' EASEMENT CCF#2002-R0129222R.P.R.D.C.T.DRAINAGE & MAINTENANCEEASEMENT CCF#2012-30000R.P.R.D.C.T.60D NAILFOUND IN FCPSEFERINO A. HUIZARSURVEY, ABSTRACT No. 514 6 : ZONE "AE"ZONE "AE"ZONE "AE"ZONE "AE"ZONE "AE"ZONE "AE"ZONE "AE"ZONE "AE"ZONE "AE"ZONE "AE"NON-SHADEDZONE XNON-SHADEDZONE XCIRS1/2" IRF1 ( 1 : 6 : 6 ( 60D NAILFOUND IN FCPCIRSCIRSCIRSCIRSCIRSCIRSCIRSCIRSCIRSCIRSCIRS6 ( 6 ( 1 : 6 : 6 ( 1 ( C1C2C3C4CLCLCLCLCLCLCLCLU.S. HIGHWAY 380(W. UNIVERSITY DRIVE)VARIABLE WIDTH R.O.W.STATE OF TEXASCCF# 2010-126100R.P.R.D.C.T.DANIEL AND LAURAKRESS FAMILY TRUSTCCF# 2009-113661R.P.R.D.C.T.DEE-RING, INC.VOL. 4007, 1529R.P.R.D.C.T.16' UTILITY & DRAINAGE EASEMENTCAB. N, PG. 230, P.R.D.C.T.DRAINAGE EASEMENTCAB. N, PG. 230, P.R.D.C.T.PUBLIC UTILITY EASEMENTCITY OF DENTONCCF# 2003-R0095559P.R.R.D.C.T.WWAPPROXIMATE LOCATION12" WATER LINE(PER CITY OFDENTON GISINFORMATION)W W W APPROXIMATE LOCATION8" WATER LINE(PER CITY OFDENTON GISINFORMATION)W W W WEXISTINGSIDEWALK5' PIPELINE EASEMENT CCF#2014-83896R.P.R.D.C.TPROPOSED 20' PUBLIC UTILITY EASEMENTDRAINAGE & MAINTENANCEEASEMENT CCF#2012-29999R.P.R.D.C.T.1 ( 1 ( 1 : 6 : 1 ( PROPOSEDDRAINAGEEASEMENTPROPOSEDDRAINAGEEASEMENTPROPOSED 200'CROSS ACCESSEASEMENT31.6'31.7'61.4' 90.4' 90.7'30.3'32.2'CALLED 5.00 ACRESA & A DENTON PROPERTIES LIMITEDPARTNERSHIP CCF#2004-24148R.P.R.D.C.T.REMAINDER CALLEED 65.1393 ACRES(APPROXIMATELY 6.14 ACRES)A & A DENTON PROPERTIES LIMITEDPARTNERSHIP CCF#2004-24153R.P.R.D.C.T.REMAINDER CALLED 65.1393 ACRES(APPROXIMATLEY 6.89 ACRES)A & A DENTON PROPERTIES LIMITEDPARTNERSHIP CCF#2004-24153R.P.R.D.C.T.API No. 12131664LEASE: AP LANDS -WELL No. 2EAGLE OIL & GAS CO.(GAS WELL)API No. 1213129LEASE: AP LANDS -WELL No. 1EAGLERIDGE OPERATING, LLC(PLUGGED GAS WELL)1033.63'389.55'784.61'365.50'1056.87'LOT 2BLOCK A12.02 ACRESEXISTING USE:VACANTPROPOSED USE:INDUSTRIAL1 : 1 : 67.5'L2L3 L4L5 L1 313.42'313.56'RIGHT-OF-WAY DEDICATION805 SQUARE FEET0.02 ACRESL7L8L9L10280.77'67.5'RIGHT-OF-WAY DEDICATION2151 SQUARE FEET0.05 ACRES378.79'387.77'L11L12 L13L14 SSMH-RIM=654.52FL-10"PVC=648.67 (N)FL-10"PVC=648.57 (S)FL-10"PVC=648.57 (E)SSW 660+ 6287+OF THE HIGHWAY380 CENTERLINE653 654VICINITY MAPNOT TO SCALENLEGENDGENERAL PLAT NOTES1. All interior property corners are marked with a 1/2" iron rod with a green cap stamped"Eagle Surveying" unless otherwise noted.2. This property is located in "Non-shaded Zone X" as scaled from the F.E.M.A. FloodInsurance Rate Map dated April 18, 2011 and is located in Community Number 480194 asshown on Map Number 48121C0390G. The location of the Flood Zone is approximate, novertical datum was collected at the time of the survey. For the exact Flood Zone designation,please contact 1-(877) FEMA MAP.3. The purpose of this plat is to create two commercial lots from a tract of land.4. The bearings shown on this survey were derived from Western Data Systems RTK Networkand are referenced to the Texas Coordinate System of 1983, North Central Zone (4202) andare based on the American Datum of 1983, 2011 Adjustment.5. Acceptance of the drainage features identified on the Preliminary Plat are subject tochange during the final plat process and do not constitute subsequent approval of same. TheCity reserves the right to require additional data or studies to ensure compliance with City ofDenton Subdivision and Land Regulations, Drainage Design Criteria and ComprehensiveMaster Drainage Plan.6. This plat is hereby adopted by the owner and approved by the City of Denton (called "City")subject to the following conditions that shall be binding upon the owners, their heirs, grantees,and successors. The Drainage and Detention Easement within the limits of this addition, shallremain open at all times and will be maintained in a safe and sanitary condition by the ownersof the lot or lots that are traversed by or adjacent to the Drainage and Detention Easement.The City will not be responsible for the maintenance and operation of said easement or forany damage to private property or person that results from conditions in the easement, or forthe control of erosion. No obstruction to the natural flow of storm water run-off shall bepermitted by construction of any type of building, fence or any other structure within theDrainage and Detention Easement, as herein above defined, unless approved by the City.The owners shall keep the drainage and detention easement clear and free of debris, silt, andany substance that would result in unsanitary conditions or obstruct the flow of water. And, theCity shall have the right of ingress and egress for the purpose of inspection and supervision ofmaintenance by the owners to alleviate any undesirable conditions that may occur.Furthermore, the City shall have the right, but not the obligation, to enter upon theabove-described drainage and detention easement to remove any obstruction to the flow ofwater, after giving the owners written notice of such obstruction and owners fail to removesuch obstruction. Should the City of Denton be compelled to remove any obstruction to theflow of water, after giving the owners written notice of such obstruction and owners fail toremove such obstruction, the City of Denton shall be reimbursed by the owners reasonablecosts for labor, materials, and equipment for each instance. The natural drainage through theDrainage and Detention Easement is subject to storm water overflow and natural bank erosionto an extent that cannot be definitely defined. The City shall not be held liable for anydamages of any nature resulting from the occurrence of these natural phenomena or resultingfrom the failure of any structure or structures, within the easement or otherwise.7. The approval of this Preliminary Plat is contingent upon either a subsequent orcontemporaneous approval of a Conditional Letter of Map Revision (CLOMR) for Lot 2. Approval ofCLOMR from FEMA will be required prior to acceptance of a final plat that includes Lot 2. The finalplat must substantially conform to this preliminary plat and meet all necessary requirements, or anew preliminary plat must be filedThe City will require that the LOMR be completed prior to obtaining full driveway access to MaschƌĂŶĐŚ͘WĞƌϯϱ͘ϭϵ͕hƉŽŶĐŽŵƉůĞƚŝŽŶŽĨƚŚĞƉƌŽƉŽƐĞĚƉƌŽũĞĐƚ͕͞ĂƐͲďƵŝůƚ͟ĂŶĚĨŝŶĂů>KDZƉůĂŶƐcertified by a registered professional engineer should be submitted to the City for review andsubsequent transmittal to FEMA. FEMA may have questions regarding the project. The engineermust address all of FEMA's comments. It is not anticipated, but if revisions to the development arerequired by FEMA, the developer will be responsible to do so.Approval of this Preliminary Plat is contingent upon either a subsequent or contemporaneousapproval of an Alternative Environmentally Sensitive Area (AESA) Plan for Lot 2. Such approval ofan AESA must be obtained before an application for the final plat is filed with the City. The finalplat must substantially conform to this preliminary plat and meet all necessary requirements, or anew preliminary plat must be filed. Denial of the AESA Plan will result in the need to file a newPreliminary Plat that conforms to the technical requirements of the City of Denton.1" = 100'010050EAGLE SURVEYING, LLC210 SOUTH ELM STREETSUITE: 104DENTON, TX 76201940-222-3009SURVEYORENGINEEROWNERGRIMES CONSULTING, INC.12300 OLD TESSON ROADSUITE 300DST. LOUIS, MO. 63128314-849-6100DENTON1 EXCHANGE LLCC/O FISHER59 PROPERTIES, LLC2141 I-35W NORTHDENTON, TX 79207817-845-5678CITY PROJECT NUMBERPP18-0009JOB #: 17-10-17-03 DATE: 8/28/2018 DRAWN BY: CF= BLOCKAIRF= IRON ROD FOUND= CAPPED IRON ROD FOUNDCIRFMasch Branch RdHampton RdMarshall RoadCindy LnLariat RdMasch Branch RdJim Christal RdN Western Blvd Thomas Egan RdMesa Dr35U.S. Highway 380(University Dr)SITEZ:\OFFICE\PROJECTS\2017\10 -2017 - October 2017\17-10-17 W US 380 & MASCH BRANCH ROAD\DWG\PLATS\17-10-17-03 PRELIMINARY PLAT FISHER 59 (5th Submission 8-28-18).dwg \8/28/2018 9:33 AM\Chris Frazier 16150 Main Circle Drive, Suite 100St. Louis, MO 63017(636) 449-1175 / fax (636) 449-1176LOT 1 & LOT 2, BLOCK A, FISCHER 59 ADDITION 49.99 ACRES IN THE SEFERINO A. HUIZAR SURVEY, ABSTRACT No. 514, CITY OF DENTON, DENTON COUNTY, TEXAS PRELIMINARY PLAT= CAPPED IRON ROD SETCIRSCL= CENTERLINE OF ROADW= EXISTING WATER LINESS= EXISTING SEWER LINEPAGE 1 OF 2EAGLE SURVEYING, LLC210 SOUTH ELM STREET, SUITE: 104DENTON, TX 76201940.222.3009TX FIRM # 10194177CURVEARC LENGTHRADIUSCHORD BEARINGCHORD LENGTHC17.19'50.00'1 (7.19'C277.76'150.00'1 (76.89'C346.65'90.00'6 :46.13'C430.43'110.00'6 :30.34'BOUNDARY LINE TABLEBOUNDARY LINE TABLEEASEMENT LINE TABLELINEBEARINGDISTANCEL116 (41.58'LINEBEARINGDISTANCEL21 :35.89'L31 (60.00'L46 (35.81'L51 (60.00'L66 (41.58'L71 :92.32'L81 (6.48'L96 (166.59'L106 :74.34'= RIGHT-OF-WAY DEDICATIONL116 (41.58'L121 (18.24'L136 (17.00'L146 :18.73' CL CL CL CL CL CL N MASCH BRANCH ROADLOT 1BLOCK A37.89 ACRESEXISTING USE:VACANTPROPOSED USE:INDUSTRIALDENTON1 EXCHANGELLCCCF#2018-19795R.P.R.D.C.T.MASCH BRANCH REALTY LPLOT 2, BLOCK 1MARRIOT GARDENS ADDITIONCAB. N, PG. 230P.R.D.C.T.JOHN KARVOUNIARISCCF# 2003-207512R.P.R.D.C.T.F. DON GAMMONEXECUTOR OF THE ESTATE OFMICHAEL E. GAMMON AND RALPHDURWOOD FINLEYCCF# 2008-132154R.P.R.D.C.T.CIRS1/2" IRFSTATE OF TEXAS CCF#2008-69131R.P.R.D.C.T.1 ( 6 : 10' EASEMENT CCF#2002-R0129222R.P.R.D.C.T.DRAINAGE & MAINTENANCEEASEMENT CCF#2012-30000R.P.R.D.C.T.60D NAILFOUND IN FCPSEFERINO A. HUIZARSURVEY, ABSTRACT No. 514 6 : ZONE "AE"ZONE "AE"ZONE "AE"ZONE "AE"ZONE "AE"ZONE "AE"ZONE "AE"ZONE "AE"ZONE "AE"ZONE "AE"NON-SHADEDZONE XNON-SHADEDZONE XCIRS1/2" IRF1 ( 1 : 6 : 6 ( 60D NAILFOUND IN FCPCIRSCIRSCIRSCIRSCIRSCIRSCIRSCIRSCIRSCIRSCIRS6 ( 6 ( 1 : 6 : 6 ( 1 ( C1C2C3C4CLCLCLCLCLCLCLCLU.S. HIGHWAY 380(W. UNIVERSITY DRIVE)VARIABLE WIDTH R.O.W.STATE OF TEXASCCF# 2010-126100R.P.R.D.C.T.DANIEL AND LAURAKRESS FAMILY TRUSTCCF# 2009-113661R.P.R.D.C.T.DEE-RING, INC.VOL. 4007, 1529R.P.R.D.C.T.16' UTILITY & DRAINAGE EASEMENTCAB. N, PG. 230, P.R.D.C.T.DRAINAGE EASEMENTCAB. N, PG. 230, P.R.D.C.T.PUBLIC UTILITY EASEMENTCITY OF DENTONCCF# 2003-R0095559P.R.R.D.C.T.5' PIPELINE EASEMENT CCF#2014-83896R.P.R.D.C.TPROPOSED 20' PUBLIC UTILITY EASEMENTDRAINAGE & MAINTENANCEEASEMENT CCF#2012-29999R.P.R.D.C.T.1 ( 1 ( 1 : 6 : 1 ( PROPOSEDDRAINAGEEASEMENTPROPOSEDDRAINAGEEASEMENTPROPOSED 200'CROSS ACCESSEASEMENT671 672 67368068068067567066566066165565265365465565365465565665 7 656657658659660661 662 663 664 662663 664665666666667668668669670 671672671670669 66 8667 6666656656646636616606586586556556 6 0662 663662661661665670672 664665659658645644670669669 675 670 670670670669667666665664663 6626 6 1 66065966266366466566666566065865565064764665 0 652 654 657 659 6 6 0 6616 7 5 66 9 67 0 665666667669670 674 650660665 6 7 0671 6696696686676666646636626616606596596516 5 0650 6476 4 8 6496506516526536546 5 665566 0 6566566566 5 8 65966731.6'31.7'61.4' 90.4' 90.7'30.3'32.2'CALLED 5.00 ACRESA & A DENTON PROPERTIES LIMITEDPARTNERSHIP CCF#2004-24148R.P.R.D.C.T.REMAINDER CALLEED 65.1393 ACRES(APPROXIMATELY 6.14 ACRES)A & A DENTON PROPERTIES LIMITEDPARTNERSHIP CCF#2004-24153R.P.R.D.C.T.REMAINDER CALLED 65.1393 ACRES(APPROXIMATLEY 6.89 ACRES)A & A DENTON PROPERTIES LIMITEDPARTNERSHIP CCF#2004-24153R.P.R.D.C.T.API No. 12131664LEASE: AP LANDS -WELL No. 2EAGLE OIL & GAS CO.(GAS WELL)API No. 1213129LEASE: AP LANDS -WELL No. 1EAGLERIDGE OPERATING, LLC(PLUGGED GAS WELL)1033.63'389.55'784.61'365.50'1056.87'LOT 2BLOCK A12.02 ACRESEXISTING USE:VACANTPROPOSED USE:INDUSTRIAL1 : 1 : 67.5'L2L3 L4L5 L1 313.42'313.56'RIGHT-OF-WAY DEDICATION805 SQUARE FEET0.02 ACRESL7L8L9L10280.77'67.5'RIGHT-OF-WAY DEDICATION2151 SQUARE FEET0.05 ACRES378.79'387.77'L11L12 L13L14LEGEND EAGLE SURVEYING, LLC210 SOUTH ELM STREET, SUITE: 104DENTON, TX 76201940.222.3009TX FIRM # 10194177EAGLE SURVEYING, LLC210 SOUTH ELM STREETSUITE: 104DENTON, TX 76201940-222-3009SURVEYORENGINEEROWNERGRIMES CONSULTING, INC.12300 OLD TESSON ROADSUITE 300DST. LOUIS, MO. 63128314-849-6100DENTON1 EXCHANGE LLCC/O FISHER59 PROPERTIES, LLC2141 I-35W NORTHDENTON, TX 79207817-845-5678CITY PROJECT NUMBERPP18-0009JOB #: 17-10-17-03 DATE: 8/28/2018 DRAWN BY: CF Z:\OFFICE\PROJECTS\2017\10 -2017 - October 2017\17-10-17 W US 380 & MASCH BRANCH ROAD\DWG\PLATS\17-10-17-03 PRELIMINARY PLAT FISHER 59 (5th Submission 8-28-18).dwg \8/28/2018 9:34 AM\Chris Frazier 16150 Main Circle Drive, Suite 100St. Louis, MO 63017(636) 449-1175 / fax (636) 449-1176PRELIMINARY PLAT= BLOCKAIRF= IRON ROD FOUND= CAPPED IRON ROD FOUNDCIRF= CAPPED IRON ROD SETCIRSCL= CENTERLINE OF ROADW= EXISTING WATER LINESS= EXISTING SEWER LINEEXISTING CONDITIONS EXHIBITPAGE 2 OF 2VICINITY MAPNOT TO SCALEMasch Branch RdHampton RdMarshall RoadCindy LnLariat RdMasch Branch RdJim Christal RdN Western Blvd Thomas Egan RdU.S. Highway 380(University Dr)SITELOT 1 & LOT 2, BLOCK A, FISCHER 59 ADDITION 49.99 ACRES IN THE SEFERINO A. HUIZAR SURVEY, ABSTRACT No. 514, CITY OF DENTON, DENTON COUNTY, TEXAS Thomas Egan Rd= RIGHT-OF-WAY DEDICATIONNGENERAL PLAT NOTES1. All interior property corners are marked with a 1/2" iron rod with a green cap stamped"Eagle Surveying" unless otherwise noted.2. This property is located in "Non-shaded Zone X" as scaled from the F.E.M.A. FloodInsurance Rate Map dated April 18, 2011 and is located in Community Number 480194 asshown on Map Number 48121C0390G. The location of the Flood Zone is approximate, novertical datum was collected at the time of the survey. For the exact Flood Zone designation,please contact 1-(877) FEMA MAP.3. The purpose of this plat is to create two commercial lots from a tract of land.4. The bearings shown on this survey were derived from Western Data Systems RTK Networkand are referenced to the Texas Coordinate System of 1983, North Central Zone (4202) andare based on the American Datum of 1983, 2011 Adjustment.5. Acceptance of the drainage features identified on the Preliminary Plat are subject tochange during the final plat process and do not constitute subsequent approval of same. TheCity reserves the right to require additional data or studies to ensure compliance with City ofDenton Subdivision and Land Regulations, Drainage Design Criteria and ComprehensiveMaster Drainage Plan.6. This plat is hereby adopted by the owner and approved by the City of Denton (called "City")subject to the following conditions that shall be binding upon the owners, their heirs, grantees,and successors. The Drainage and Detention Easement within the limits of this addition, shallremain open at all times and will be maintained in a safe and sanitary condition by the ownersof the lot or lots that are traversed by or adjacent to the Drainage and Detention Easement.The City will not be responsible for the maintenance and operation of said easement or forany damage to private property or person that results from conditions in the easement, or forthe control of erosion. No obstruction to the natural flow of storm water run-off shall bepermitted by construction of any type of building, fence or any other structure within theDrainage and Detention Easement, as herein above defined, unless approved by the City.The owners shall keep the drainage and detention easement clear and free of debris, silt, andany substance that would result in unsanitary conditions or obstruct the flow of water. And, theCity shall have the right of ingress and egress for the purpose of inspection and supervision ofmaintenance by the owners to alleviate any undesirable conditions that may occur.Furthermore, the City shall have the right, but not the obligation, to enter upon theabove-described drainage and detention easement to remove any obstruction to the flow ofwater, after giving the owners written notice of such obstruction and owners fail to removesuch obstruction. Should the City of Denton be compelled to remove any obstruction to theflow of water, after giving the owners written notice of such obstruction and owners fail toremove such obstruction, the City of Denton shall be reimbursed by the owners reasonablecosts for labor, materials, and equipment for each instance. The natural drainage through theDrainage and Detention Easement is subject to storm water overflow and natural bank erosionto an extent that cannot be definitely defined. The City shall not be held liable for anydamages of any nature resulting from the occurrence of these natural phenomena or resultingfrom the failure of any structure or structures, within the easement or otherwise.7. The approval of this Preliminary Plat is contingent upon either a subsequent orcontemporaneous approval of a Conditional Letter of Map Revision (CLOMR) for Lot 2. Approval ofCLOMR from FEMA will be required prior to acceptance of a final plat that includes Lot 2. The finalplat must substantially conform to this preliminary plat and meet all necessary requirements, or anew preliminary plat must be filedThe City will require that the LOMR be completed prior to obtaining full driveway access to MaschƌĂŶĐŚ͘WĞƌϯϱ͘ϭϵ͕hƉŽŶĐŽŵƉůĞƚŝŽŶŽĨƚŚĞƉƌŽƉŽƐĞĚƉƌŽũĞĐƚ͕͞ĂƐͲďƵŝůƚ͟ĂŶĚĨŝŶĂů>KDZƉůĂŶƐcertified by a registered professional engineer should be submitted to the City for review andsubsequent transmittal to FEMA. FEMA may have questions regarding the project. The engineermust address all of FEMA's comments. It is not anticipated, but if revisions to the development arerequired by FEMA, the developer will be responsible to do so.Approval of this Preliminary Plat is contingent upon either a subsequent or contemporaneousapproval of an Alternative Environmentally Sensitive Area (AESA) Plan for Lot 2. Such approval ofan AESA must be obtained before an application for the final plat is filed with the City. The finalplat must substantially conform to this preliminary plat and meet all necessary requirements, or anew preliminary plat must be filed. Denial of the AESA Plan will result in the need to file a newPreliminary Plat that conforms to the technical requirements of the City of Denton.1" = 100'010050CURVEARC LENGTHRADIUSCHORD BEARINGCHORD LENGTHC17.19'50.00'1 (7.19'C277.76'150.00'1 (76.89'C346.65'90.00'6 :46.13'C430.43'110.00'6 :30.34'BOUNDARY LINE TABLEBOUNDARY LINE TABLEEASEMENT LINE TABLELINEBEARINGDISTANCEL116 (41.58'LINEBEARINGDISTANCEL21 :35.89'L31 (60.00'L46 (35.81'L51 (60.00'L66 (41.58'L71 :92.32'L81 (6.48'L96 (166.59'L106 :74.34'L116 (41.58'L121 (18.24'L136 (17.00'L146 :18.73' TEXAS SECRETARY of STATERUTH R. HUGHSBUSINESS ORGANIZATIONS INQUIRY - VIEW ENTITYFiling Number:802936698 Entity Type:Domestic Limited Liability Company (LLC) Original Date of Filing:February 14, 2018 Entity Status:In existence Formation Date:N/A Tax ID:32066250419 FEIN:Duration:Perpetual Name:FISHER59 PROPERTIES, L.L.C. Address:1601 ELM ST STE 4600DALLAS, TX 75201-7212 USA REGISTERED AGENT FILING HISTORY NAMES MANAGEMENT ASSUMED NAMES ASSOCIATED ENTITIES Name Address Inactive DateCLEVELAND G. CLINTON 1601 Elm Street, Suite 4600Dallas, TX 75201 USA OrderReturn to SearchInstructions: To place an order for additional information about a filing press the 'Order' button.Page 1 of 1BUSINESS ORGANIZATIONS INQUIRY - VIEW ENTITY9/19/2019https://direct.sos.state.tx.us/corp_inquiry/corp_inquiry-entity.asp?:Sfiling_number=802936698&:Nsession_id=50284152&:Ndo... £¤380 LA RIAT OLDDOMINIONMASCH BRANCHDARBY SMITHUNIVERSITY HAMPTON PRI VATEE N ERGY PLACE AESA19-0001Notification Map 0 410 820205 Feet The C ity of Denton has prepared maps for departmental use. These are not official m aps of the City of D enton and should not be used for legal, engi neering or surveying purposes but rather for reference purposes. These maps are the property ofthe City of D enton and have been made avai lable to the public based on the Public Inform ation Act. The C ity of Denton makes every effort to produce and publish the most current and accurate i nformati on possible. No w arranties, expressed orimplied, are provided for the data herei n, its use, or its interpretation. U tilization of this map indicates understanding and acceptance of this statem ent. 200 ft Bu ffe r 500 ft Bu ffe r SITE Parce ls Roa ds COD ETJ NAA 8/1/20 µ Date: 6/25/2019 In 200ft address spreadsheet include the acreage and percentage of each of the owners within the bufferMAKE SURE TO REMOVE THE SITE ADDRESSES/ACREAGE Da AESA19-0001 Fisher 59 Floodplain Modifications 1 October 15, 2019 Planning & Zoning Meeting Request & Site Data 210/15/2019 File ID: AESA19-0001a •Request: Hold a public hearing and consider adoption of an ordinance relating to a request by Fisher 59 Properties LLC. for an Alternative Environmentally Sensitive Area Plan •Approximately 49.9 acres •Located on the north side of W. University/Hwy 380 and west of N. Masch Branch Road Public Notification 1.Newspaper Ad: June 30 & September 28, 2019 2.Property Posted: July 2, 2019 3.Mailed Notices: June 27, 2019 •200 ft. Public Notices certified mail: 9 •500 ft. Courtesy Notices via regular mail: 5 •Responses to 200’ Legal Notice: In Opposition:0 In Favor: 1 Neutral: 0 4.Neighborhood Meeting: None Held 10/15/2019 File ID: AESA19-0001a 3 Zoning 410/15/2019 File ID: AESA19-0001a •Employment Center Industrial (EC-I) •Distribution Center/Warehouse permitted ESA09-0007 •2009 Assessment of two tributaries of Dry Fork Hickory Creek •Removed Riparian Buffer designation for both streams •DF-3 (eastern stream) •channel was found to be severely eroded and undercut •canopy cover was limited •at-grade road crossing dissected stream and disrupted flow •Western (unnamed) tributary subsequently channelized as part of a LOMR in 2013 510/15/2019 File ID: AESA19-0001a Platting 610/15/2019 File ID: AESA19-0001a •Preliminary Platted as 2 lots (Sept. 2018) •Lot 1 has been final platted (Nov. 2018) •Distribution Center being constructed •Lot 2 will final plat following AESA approval •A second driveway will be developed ESA18-0008 •2018 assessment of floodplain associated with DF-3 •floodplain was found to be in a predominately natural state •observed areas of fill located outside the floodplain •area is Undeveloped Floodplain ESA 710/15/2019 File ID: AESA19-0001a Proposed Encroachment A drive approach and supporting culverts to support access on the east side of Fisher 59 warehouse to Masch Branch Road. A Conditional Letter of Map Revision has been sought from FEMA for floodplain modifications. 810/15/2019 File ID: AESA19-0001a Proposed Encroachment Encroachment of the floodplain would include: •7,775 cubic yards fill to support the drive approach •11,870 cubic yards cut to compensate for loss of valley storage •5.51 acres of existing floodplain disturbed •0.27 acres of existing floodplain permanently removed 910/15/2019 File ID: AESA19-0001a •Mitigation analysis for in-kind replacement of the functions offered by the ESA to be removed (35.17.11): Create, expand or improve habitat Improve impacted environment Maintain habitat continuity ˟Maximize public access and utilization Preserve the protected area in perpetuity Create a high quality development Criteria for Approval 1010/15/2019 File ID: AESA19-0001a Bioretention basins will be constructed to offset the removed water quality treatment offered by the floodplain’s natural features. Mitigation Strategy: Water Quality Enhancement 1110/15/2019 File ID: AESA19-0001a Mitigation Strategy: Water Quality Enhancement 1210/15/2019 File ID: AESA19-0001a Size (acres)Treatment area WQv Treated (cubic feet) BB-1 0.06 drainage along southern access road 1,018 BB-2 0.22 drainage from proposed parking area 2,162 Mitigation Strategy: Habitat Enhancement 1310/15/2019 File ID: AESA19-0001a Activity Area (Acres) Current Floodplain Subject to Cut and Fill -5.51 Floodplain Seeded with Native Drain Field Mix + 6.0 Undeveloped Floodplain Vegetation being Replaced (+ 5.24) New Floodplain (+ 0.76) Native Plants in Bioretention Basins + 0.28 •Three-Year Monitoring Period •Developer will replace any dead plant material •Developer will repair any eroded land and remove trash •Annual Report to Environmental Services •Final Acceptance •After three years Environmental Services will inspect for conformance with the Alternative ESA Plan •Environmental Services will issue a final acceptance Long-Term Habitat Management and Monitoring 1410/15/2019 File ID: AESA19-0001a •Maintenance Plan included in AESA Plan •Routine Inspection Checklist •Routine and Non-Routine Maintenance •Trash and sediment removal •Vegetation Maintenance Long-Term Bio-Retention Basin Management and Monitoring 1510/15/2019 File ID: AESA19-0001a •Staff and the Planning and Zoning Commission recommended approval of the request with the following conditions: Recommendation 1610/15/2019 File ID: AESA19-0001a 1.Land disturbance within the Floodplain ESA is limited to 5.51 acres for grading activities and the permanent removal of 0.27 acres of ESA for the construction of a proposed access road pursuant to the Alternative Environmentally Sensitive Area Report prepared by Terracon Consultants, Inc., dated July 2, 2019. 2.Seeding of native prairie habitat over an approximately 6.0-acre area with the Native Seed Mix plants provided in Table 3 of the Alternative ESA Plan shall be completed prior to the final inspection for the proposed driveway by the Building Inspections Division. Plants established as a part of the proposed native prairie habitat are to be seeded and maintained by the current property owner/developer for a period of three (3) years following installation. Any plants that are removed, destroyed, or die within that three (3) year period are required to be replaced by the current property owner/developer to achieve a minimum 90% survival rate. •Staff recommended approval of the request with the following conditions: Recommendation, cont. 1710/15/2019 File ID: AESA19-0001a 3.Construction of two bio-retention systems over an approximately 0.28-acre area for water quality control would result in an offset in water quality volume by 3,180 cubic feet. Construction of the two bio-retention systems and installation of plantings shall be completed prior to the issuance of a Certificate of Occupancy for the distribution facility on the property. The bio-retention water-quality control systems shall be maintained by the property owner pursuant to the maintenance plan provided in the Alternative Environmentally Sensitive Area Report prepared by Terracon Consultants, Inc., dated July 2, 2019. Any plants that are removed, destroyed, or are required to be replaced and must achieve a minimum 90% survival rate at the end of the three (3) year reporting period described in Condition 7. 4.Modifications to the water quality controls, such as the location, size, or shape of the control, will be subject to the approval of the Environmental Services Director so long as the Water Quality Volume treated by the controls does not deviate from the values stated in the Alternative ESA Plan by more than 5%. •Staff recommended approval of the request with the following conditions: Recommendation, cont. 1810/15/2019 File ID: AESA19-0001a 5.Following the installation and inspection of the native prairie habitat and bio -retention systems, the property owner shall submit an annual report to the Environmental Services Director during the first three (3) years describing the cumulative mitigation work performed and the survivability of the plantings for staff review and inspection. 6.The property owner shall dedicate an easement to the City of Denton that provides the City the right but not the obligation to maintain the bio-retention systems if the owner does not provide maintenance and repairs. This easement shall be provided to Development Services staff for review prior to the approval of an ordinance for the Alternative ESA Plan. Questions? Christi Upton,Environmental Compliance Coordinator 1910/15/2019 File ID: AESA19-0001a S:\Legal\Our Documents\Ordinances\19\AESA19-0001.docx ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS APPROVING A REQUEST FOR AN ALTERNATIVE ENVIRONMENTALLY SENSITIVE AREA PLAN FOR APPROXIMATELY 49.9-ACRES OF LAND GENERALLY LOCATED ON THE NORTH SIDE OF WEST UNIVERSITY DRIVE AND WEST OF NORTH MASCH BRANCH ROAD IN THE C ITY OF DENTON, DENTON COUNTY, TEXAS; ADOPTING AN AMENDMENT TO THE CITY’S OFFICIAL ESA MAP; PROVIDING FOR A PENALTY IN THE MAXIMUM AMOUNT OF $2,000.00 FOR VIOLATIONS THEREOF; PROVIDING FOR SEVERABILITY; AND ESTABLISHING AN EFFECTIVE DATE. (AESA19-0001, Fisher 59) WHEREAS, Lenny Meers and Jim Whisler of Grimes Consulting, on behalf of Tom McElveney of Fisher 59 Properties LLC, applied for an Alternative ESA Plan on approximately 49.9 acres of land legall y described and depicted in Exhibit “A”, which is attached hereto and incorporated herein by reference (the “Property”); and WHEREAS, pursuant to the authorization provided by Section 6 of Ordinance DCA18- 0009, Applicant opted to proceed under the 2002 Denton Development Code, as finally amended, specifically including Ordinance DCA18 -0008 (the “Code”), which therefore governs this application and approval; and WHEREAS, the purpose of the Alternative ESA Plan for the Property, attached as Exhibit “B” is to deviate from the Undeveloped Floodplain regulations of the Code; and WHEREAS, on September 18, 2019, the Planning and Zoning Commission, in compliance with the laws of the State of Texas, gave requisite notices by publication and otherwise, afforded full and fair hearings to propert y owners and interested citizens, and recommended approval with conditions (6-0) of the Alternative ESA Plan on the Property; and WHEREAS, on October 15, 2019, the City Council likewise conducted a public hearing as required b y law, and finds that the request satisfies all substantive and procedural standards set forth in Section 35.3.4 of the Code, and is consistent with the Denton Plan and the Code; and WHEREAS, the Planning and Zoning Commission and the Cit y Council of the Cit y of Denton, in considering the application for an Alternative ESA Plan for the Propert y, attached and incorporated herein as Exhibit “B”, have determined that the proposed use for the Propert y is in the best interest of the health, safet y, morals, and general welfare of the City of Denton, and accordingl y, the City Council of the City of D enton is of the opinion and finds that said Alternative ESA Plan is in the public interest and should be granted as set forth herein with respect to the Propert y; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this ordinance are incorporated herein by reference and found to be true. SECTION 2. The Alternative ESA Plan for the Propert y is hereb y approved with the following conditions: 1. Land disturbance within the Floodplain ESA is limited to 5.51 acres for grading activities and the permanent removal of 0.27 acres of ESA for the construction of a proposed access road pursuant to the Alternative Environmentally Sensitive Area Report prepared by Terracon Consultants, Inc., dated July 2, 2019. 2. Seeding of native prairie habitat over an approximately 6.0-acre area with the Native Seed Mix plants provided in Table 3 of the Alternative ESA Plan shall be completed prior to the final inspection for the proposed driveway by the Building Inspections Division. Plants established as a part of the proposed native prairie habitat are to be seeded and maintained by the current property owner/developer for a period of three (3) years following installation. Any plants that are removed, destroyed, or die within that three (3) year period are required to be replaced by the current property owner/developer to achieve a minimum 90% survival rate. 3. Construction of two bio-retention systems over an approximately 0.28-acre area for water quality control would result in an offset in water quality volume by 3,180 cubic fee t. Construction of the two bio-retention systems and installation of plantings shall be completed prior to the issuance of a Certificate of Occupancy for the distribution facility on the property. The bio-retention water-quality control systems shall be maintained by the property owner pursuant to the maintenance plan provided in the Alternative Environmentally Sensitive Area Report prepared by Terracon Consultants, Inc., dated July 2, 2019. Any plants that are removed, destroyed, or are required to be replaced and must achieve a minimum 90% survival rate at the end of the three (3) year reporting period described in Condition 8. 4. Modifications to the water quality controls, such as the location, size, or shape of the control, will be subject to the approval of the Environmental Services Director so long as the Water Quality Volume treated by the controls does not deviate from the values stated in the Alternative ESA Plan by more than 5%. 5. Following the installation and inspection of the native prairie habitat and bio-retention systems, the property owner shall submit an annual report to the Environmental Services Director during the first three (3) years describing the cumulative mitigation work performed and the survivability of the plantings for staff review and inspection. 6. The property owner shall dedicate an easement to the City of Denton that provides the City the right but not the obligation to maintain the bio-retention systems if the owner does not provide maintenance and repairs. This easement shall be provided to Development Services staff for review prior to the approval of an ordinance for the Alternative ESA Plan. SECTION 3. The City’s official ESA map is hereby amended to show the change in the Amended Alternative ESA designation and classification for the Propert y. SECTION 4. If an y provision of this ordinance or the application thereof to any person or circumstance is held invalid by an y court, such invalidity shall not affect the validity of the provisions or applications, and to this end the provisions of this ordinance are severable. SECTION 5. An y person, firm, partnership or corporation violating an y provision of this ordinance shall, upon conviction, be deemed guilt y of a misdemeanor and shall be punished by fine in a sum not exceeding $2,000.00 for each offense. Each da y that a provision of this ordinance is violated shall constitute a separate and distinct offense. SECTION 6. That an offense committed before the effective date of this ordinance is governed b y prior law and the applicable provisions of the Denton Code of Ordinances, as amended, in effect when the offense was committed, and the former law is continued in effect for this purpose. SECTION 7. In compliance with Section 2.09(c) of the Denton Charter, this ordinance shall become effective fourteen (14) da ys from the date of its passage, and the City Secretar y is hereb y directed to cause the caption of this ordinance to be published twice in the Denton Record - Chronicle, a dail y newspaper published in the City of Denton, Texas, within ten (10) days of the date of its passage. The motion to approve this ordinance was made by __________________________ and seconded by _________________________________; the ordinance was passed and approved by the following vote [___ - ___]: Aye Nay Abstain Absent Mayor Chris Watts: ______ ______ ______ ______ Gerard Hudspeth, District 1: ______ ______ ______ ______ Keely G. Briggs, District 2: ______ ______ ______ ______ Jesse Davis, District 3: ______ ______ ______ ______ John Ryan, District 4: ______ ______ ______ ______ Deb Armintor, At Large Place 5: ______ ______ ______ ______ Paul Meltzer, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this, the _____ day of _____________, 2019. _______________________________________ CHRIS WATTS, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: /s/Jerry E. Drake, Jr. Exhibit A Legal Description BEING all of that certain tract of land situated in the SEFERINO A. HUIZAR SURVEY, ABSTRACT NUMBER 514 , City of Denton, Denton County, Texas, being a part of a called 65.1393 acre tract of land described in the deed to A & A Denton Properties Limited Partnership recorded under County Clerk’s File Number 2004-24153, Real Property Records Denton County, Texas, and being a part of a called 5.000 acre tract of land described in the deed to A & A Denton Properties Limited Partnership recorded under County Clerk's File Number 2004-24148 of the said Real Property Records, and being more particularly described by meets and bounds as follows: BEGINNING at a 1/2" iron rod found at the Northwest comer of said 65.1393 acre tract of land and being the Northeast corner of a tract of land described in the deed to F. Don Gammo, the Executor Of The Estate Of Michael E. Gammon and Ralph Durwood Finney recorded under County Clerk’s File Number 2008-132154 of the said Real Property Records, Denton County, Texas and being in the South line of a tract of land described in the deed to John Karvouniaris recorded under County Clerk‘s File Number 2003-207512 of the said Real Property Records, Denton County, Texas; Thence South 89°28‘20" East with the South line thereof and the North line of said 65.1393 acre tract a distance of 1422.38 feet to a capped iron rod stamped "Eagle Surveying" set in the South line of Lot 2, Block 1, of the Marriot Gardens Addition as shown by the plat thereof recorded in Cabinet N Page 230 Plat Records, Denton County, Texas; Thence South 07°20'21" East a distance of 520.81 feet to a capped iron rod stamped "Eagle Surveying" set at the beginning of a curve to the left having a radius of 50.00 feet and a chord bearing and distance of North 64°40’57" East, 7.19 feet; Thence along said curve and arc length of 7.19 feet to a capped iron rod stamped "Eagle Surveying" set; Thence North 60°33’36“ East a distance of 197.38 feet to a capped iron rod stamped "Eagle Surveying" set at the beginning of a curve to the right having a radius of 150.00 feet and a chord bearing and distance of North 75°24'38" East, 76.89 feet; Thence along said curve and arc length of 77.76 feet to a capped iron rod stamped "Eagle Surveying" set; Thence South 89°44'21" East a distance of 349.24 feet to a capped iron rod stamped "Eagle Surveying" set in the East line of said 65.1393 acre tract and being on the West line of Masch Branch Road; Thence South 00°03’13" West with common line thereof a distance of 60.00 feet to a capped iron rod stamped "Eagle Surveying" set; Thence North 89°44’21" West a distance of 349.45 feet to a capped iron rod stamped “Eagle Surveying" set at the beginning of a curve to the left having a radius of 90.00 feet and a chord bearing and distance of South 75°24‘38" West, 46.13 feet; Thence along said curve an arc length of 46.65 feet to a capped iron rod stamped "Eagle Surveying“ set, Thence South 60°33‘36“ West a distance of 197.38 feet to a capped iron rod stamped "Eagle Surveying" set at the beginning of a curve to the right having a radius of 110.00 feet and a chord bearing and distance of South 68°29'09" West, 30.54 feet; Thence South 07°20’21" East a distance of 856.79 feet to a capped iron rod stamped "Eagle Surveying" set in the North Right of Way, of U.S. Highway 380 (University Drive); Thence 87°54’04" West with the North Right of Way thereof a distance of 1174.15 feet to a TXDOT right-of-way monument found for a corner; Thence South 87°25'18" West withe the North Right of Way of said U S Highway 380 a distance of 355.11 feet to a TXDOT right-of-way monument found for a corner; Thence North 88°08’36" West with the North Right of Way thereof a distance of 92.32 feet to a 60d nail found in a wooden fence post on the North Right of Way of said U. S. Highway 380 and being the Southwest comer of the said called 65.1393 acre tract and being the Southeast corner of said F. Don Gammo, the Executor Of The Estate Of Michael E Gammon and Ralph Durwood Finley tract; Thence North 00°34’ 56” East with the common line thereof a distance of 1409.78 feet to the POINT OF BEGINNING and enclosing 49.99 acres of land more or less. Exhibit B Alternative ESA Plan Alternative Environmentally Sensitive Area Report Fisher59 Distribution Center Northwest Corner of US Hwy 380 and Masch Branch Road Denton, Denton County, Texas July 2, 2019 Terracon Project No. 94177808 Prepared for: MOD-gen, INC and/or Assigns Denton, Texas Prepared by: Terracon Consultants, Inc. Dallas, Texas Reliable ■ Responsive ■ Resourceful TABLE OF CONTENTS Page 1.0 EXECUTIVE SUMMARY ................................................................................................................. 1 2.0 INTRODUCTION .............................................................................................................................. 1 2.1 Project Location ................................................................................................................ 1 2.2 Project Description ........................................................................................................... 1 3.0 EXISTING SITE DESCRIPTION ...................................................................................................... 2 3.1 General Description .......................................................................................................... 2 3.2 Confirmed Environmentally Sensitive Areas ................................................................. 2 4.0 PROPOSED SITE IMPROVEMENTS DESCRIPTION .................................................................... 3 4.1 Proposed Site Description ............................................................................................... 3 4.2 Proposed Floodplain Improvements............................................................................... 3 4.3 Proposed Enhancements .................................................................................................... 4 4.4 Monitoring and maintenance ............................................................................................... 8 4.5 Criteria for Approval ............................................................................................................ 8 List of Tables Table 1 – Floodplain Alterations ................................................................................................................ 4 Table 2 – Pre and Post-project WQv Amounts with and without Bioretention ..................................... 6 Table 3 – Native Seed Mix Species ............................................................................................................ 7 Table 4 – Proposed Bioretention Basin Vegetation List ......................................................................... 7 Table 5 – Maintenance Activities ................................................................... Error! Bookmark not defined. APPENDICES APPENDIX A – Exhibits Exhibit 1.0 Location Map Exhibit 2.0 Proposed Project Exhibit 3.0: Existing Aquatic Features Exhibit 4.0: Existing Floodplains and Stream Buffers Exhibit 5.0: Proposed Environmental Sensitive Area Alteration Exhibit 6.0: Proposed Site Enhancement Locations APPENDIX B – City Assessments, Data Point Sheets, And Site Photographs APPENDIX C – Site Layout APPENDIX D – Site Design Sheets and Calculations APPENDIX E – Stormwater Management Facility Operation and Maintenance Plan Reliable ■ Responsive ■ Resourceful Alternative Environmentally Sensitive Area Report Fisher59 Distribution Center Northwest Corner of US Highway 380 and Masch Branch Road Denton, Denton County, Texas Terracon Project No. 94177808 July 2, 2019 1.0 EXECUTIVE SUMMARY For the proposed construction of distribution center on an approximately 50-acre site, approximately 5.51 acres of Environmentally Sensitive Areas (ESAs) would be impacted. ESAs were identified on the site based on FEMA flood zone map data for undeveloped floodplains. During the construction of the proposed project, cut and fill activities immediately adjacent to the impacted floodplain would be conducted to mitigate for loss of valley storage. Additional mitigation activities to enhance water quality would include slope stabilization, and the establishment of bioretention basins at select stormwater outfalls. Habitat functions would be mitigated by the construction of the bioretention basins and establishing approximately 6.28 acres of native prairie areas. 2.0 INTRODUCTION This report documents ESAs on the subject property and the proposed project impacts to ESAs on the property. This document proposes mitigation activities to address deviations from Subchapter 17 of the Denton Development Code (DDC) and to meet the criteria in Subchapter 35.17.11 of the DDC. 2.1 Project Location The proposed project is located on an approximately 50-acre tract of land, northwest of U.S. Highway 380 (US 380) and Masch Branch Road, in Denton, Denton County, Texas, hereafter referred to as the study area. The study area is depicted on Exhibit 1.0 in Appendix A. 2.2 Project Description The proposed project would involve the development of a distribution center on the subject property. The distribution center would include the construction of warehouse space, truck staging and loading areas, employee parking, and access roads to the facility from Masch Branch Road and US 380. The road access from Masch Branch Road would include the placement of fill material and the installation of box culverts in the floodplain and channel of an intermittent stream that traverses the eastern portion of the proposed project site. A figure depicting the proposed project is included as Exhibit 2.0 in Appendix A. Fisher59 Distribution Center ■ Masch Branch Road and US 380, Denton, TX July 2, 2019 ■ Terracon Project No. 94177808 Reliable ■ Responsive ■ Resourceful Fisher59 Distribution Center ■ Masch Branch Road and US 380, Denton, TX July 2, 2019 ■ Terracon Project No. 94177808 Reliable ■ Responsive ■ Resourceful Fisher59 Distribution Center ■ Masch Branch Road and US 380, Denton, TX July 2, 2019 ■ Terracon Project No. 94177808 Reliable ■ Responsive ■ Resourceful Fisher59 Distribution Center ■ Masch Branch Road and US 380, Denton, TX July 2, 2019 ■ Terracon Project No. 94177808 Reliable ■ Responsive ■ Resourceful Fisher59 Distribution Center ■ Masch Branch Road and US 380, Denton, TX July 2, 2019 ■ Terracon Project No. 94177808 Reliable ■ Responsive ■ Resourceful Fisher59 Distribution Center ■ Masch Branch Road and US 380, Denton, TX July 2, 2019 ■ Terracon Project No. 94177808 Reliable ■ Responsive ■ Resourceful Fisher59 Distribution Center ■ Masch Branch Road and US 380, Denton, TX July 2, 2019 ■ Terracon Project No. 94177808 Reliable ■ Responsive ■ Resourceful Fisher59 Distribution Center ■ Masch Branch Road and US 380, Denton, TX July 2, 2019 ■ Terracon Project No. 94177808 Reliable ■ Responsive ■ Resourceful Fisher59 Distribution Center ■ Masch Branch Road and US 380, Denton, TX July 2, 2019 ■ Terracon Project No. 94177808 Reliable ■ Responsive ■ Resourceful APPENDIX A Exhibits PH. (214) 630-1010 terracon.com 8901 John W. Carpenter Freeway, Suite 100 Dallas, Texas 75247 Exhibit94177808 Jan 2019 NRM TVC Project No.: Date: Drawn By: Reviewed By: E:\GIS\2017\94177808\Maps\94177808_EX_1_0_Vicinity.mxd0 1,000 2,000500 Feet³ Vicinity Map Fisher59 Distribution Center Denton, Denton County, Texas 33.233114°, -97.200684° (GCS NAD83)1.0 DATA SOURCES: MOD-gen Inc and/or Assigns ESRI WMS - World Aerial Imagery, OpenStreetMap Legend Study Area PH. (214) 630-1010 terracon.com 8901 John W. Carpenter Freeway, Suite 100 Dallas, Texas 75247 Exhibit94177808 Mar 2019 NRM TVC Project No.: Date: Drawn By: Reviewed By: \\DALLAS1\Data\GIS\2017\94177808\Maps\94177808_EX_2_0_project.mxd0 300 600150 Feet³ Proposed Project Fisher59 Distribution Center Denton, Denton County, Texas 33.233114°, -97.200684° (GCS NAD83)2.0 DATA SOURCES: MOD-gen Inc and/or Assigns, USGS Topographic Map: Denton West Quadrangle, 1974 ESRI WMS - World Aerial Imagery, OpenStreetMap Legend Study Area Construction Limits Existing 1' Contours Existing 5' Contours Proposed Development Proposed 1' Contours Proposed 5' Contours !(!( !( !( !( !(!( !. !. !.!. !. !. !. DP-4 DP-3 DP-5EW-1 DFES-1 DP-2 RPP-2 DP-6 RPP-4 OW-1 RPP-1 DP-1 DFIS-1 DFIS-1 RPP-5DP-7 RPP-7 RPP-6DFIS-1 DFIS-1 RPP-3 PH. (214) 630-1010 terracon.com 8901 John W. Carpenter Freeway, Suite 100 Dallas, Texas 75247 Exhibit94177808 Jan 2019 NRM TVC Project No.: Date: Drawn By: Reviewed By: E:\GIS\2017\94177808\Maps\94177808_EX_3_0_AqFe.mxd0 300 600150 Feet³ Existing Aquatic Features Fisher59 Distribution Center Denton, Denton County, Texas 33.233114°, -97.200684° (GCS NAD83)3.0 DATA SOURCES: MOD-gen Inc and/or Assigns, ESRI WMS - World Aerial Imagery, OpenStreetMap Legend Study AreaDelineated Feature Type Wetland Stream Open Water Transect Data Point/Photo Point Community Type !.Emergent Wetland !.Grassland !.Grassland Drainage !.Wooded Patch X X AE AE X X A AE AE A AE AE AE A PH. (214) 630-1010 terracon.com 8901 John W. Carpenter Freeway, Suite 100 Dallas, Texas 75247 Exhibit94177808 Jan 2019 NRM TVC Project No.: Date: Drawn By: Reviewed By: E:\GIS\2017\94177808\Maps\94177808_EX_4_0_FEMA.mxd0 300 600150 Feet³ FEMA Floodplain Map Fisher59 Distribution Center Denton, Denton County, Texas 33.233114°, -97.200684° (GCS NAD83)4.0 DATA SOURCES: MOD-gen Inc and/or Assigns, FEMA NFHL 48 ESRI WMS - World Aerial Imagery, OpenStreetMap Legend Study Area Flood Zone A AE; AH; AO X PH. (214) 630-1010 terracon.com 8901 John W. Carpenter Freeway, Suite 100 Dallas, Texas 75247 Exhibit94177808 Jun 2019 NRM TVC Project No.: Date: Drawn By: Reviewed By: C:\Users\tvcapps\OneDrive - Terracon Consultants Inc\Desktop\MAESA\TerraData\94177808_EX_5_0_ESA_ALT.mxd0 300 600150 Feet³ Environmental Sensitive Area Alteration Fisher59 Distribution Center Denton, Denton County, Texas 33.233114°, -97.200684° (GCS NAD83)5.0 DATA SOURCES: MOD-gen Inc and/or Assigns, FEMA NFHL 48 ESRI WMS - World Aerial Imagery, OpenStreetMap Legend Study Area Construction Limits Existing 100-Year Floodplain Proposed 100-Year Floodplain PH. (214) 630-1010 terracon.com 8901 John W. Carpenter Freeway, Suite 100 Dallas, Texas 75247 Exhibit94177808 Jun 2019 NRM TVC Project No.: Date: Drawn By: Reviewed By: C:\Users\tvcapps\OneDrive - Terracon Consultants Inc\Desktop\MAESA\TerraData\94177808_EX_6_0_Mitigation.mxd0 300 600150 Feet ³ Proposed Site Enhancement Locations Fisher59 Distribution Center Denton, Denton County, Texas 33.233114°, -97.200684° (GCS NAD83)6.0 DATA SOURCES: MOD-gen Inc and/or Assigns, FEMA NFHL 48 ESRI WMS - World Aerial Imagery, OpenStreetMap Legend Study Area Construction Limits Slope Stabilization Native Prairie Drain Field Development Landscape Area Upper Rain Garden/Vegetated Buffer Lower Rain Garden/Vegetated Buffer APPENDIX B Data Point Sheets And Site Photographs Version 2, J. Dailey, January 2009 Owner: A & A Denton Properties LP Address or Location: NWC University Dr & N. Masch Branch Rd Stream Name: tributary of Dry Fork Cr. TrakIt #: ESA18-0008 Floodplain Information Is there an approved LOMR, CLOMR or LOMA for the site? Yes / No 48121C_44, effective 11/20/2013 Is there a pending LOMR, CLOMR or LOMA for the site? Yes / No Floodplain zone(s): 100-yr / 500-yr / both 100-yr & 500-yr Is floodway present? Yes / No If yes, is Riparian ESA assessment needed? Yes / No – previously completed, ESA09-0007 General Land Use Forest Commercial / Industrial Agricultural (fallow) Recreational Residential (low intensity / high intensity) Other: ________________ Soil Deposition and Erosion Does the floodplain slope to waterway or is natural levee present? Levee is present on east side, both sides slope to stream If natural levee is present, are wetlands located behind it? Yes / No If yes, is Water-Related Habitat assessment needed? Yes / No Soil Map Unit Names(s): Sanger clay, 1-3% slopes Sanger clay, 3-5% slopes Slidell clay, 1-3% slopes Active erosion: slight / moderate / severe Is evidence of sheet flow present? No______________ Is evidence of concentrated flow present? No Floodplain ESA Assessment Form Version 1 Vegetation Cover type: cement / bare / grass / shrub / forest young / forest old Plant cover on existing land: little –none / moderate / well vegetated Briefly describe dominant vegetation: early successional grass and forbs with honey locust and sugar berry trees. Along stream is quality habitat dominated by water willow, flatstem spikerush,rush, switchgrass and black willow. Invasive exotics present? Yes / No Invasive specie(s): Sorghum halepense (Johnson grass) Approximate area of infestation: 10% Trees Are tree(s) present > 6” DBH? Yes / No Are any trees to be removed? Yes / No Are any trees > 6” DBH to be removed? Yes / No Required Attachments: Site map Site photographs Comments: Area is previously pastureland which is now fallow. It is in a predominately natural state of grasses and trees such as sugarberry and honey locust. Area is undeveloped floodplain. See DDC 35.17.7.B for permitted uses and activities. Area to the east of floodplain has been filled with rubble and is dominated by invasive Johnsongrass. Area of fill is located outside of floodplain. Stream is located with proposed crossing which was determined by applicant’s consultant to likely be Waters of the U.S. Any proposed fill in stream would require approval from USACE. Conclusions Based upon the site inspection by the City of Denton, the area in question is NOT an ESA and therefore is not subjected to the ESA requirements outlined in the Denton Development Code. All other appropriate aspects of the Denton Development Code, however, still apply. The official city ESA map will be updated to remove the area from ESA status Based upon the site inspection by the City of Denton, the area in question IS an ESA and is subject to the requirment set forth in Section 17 of the Denton Development Code. Based upon the site inspection by the City of Denton, insufficient information is available to determine the ESA status of the area in question. A more extensive inspection is required from either the City of Denton or the property owner. The determination of the ESA status is permanently valid and may only be revisited if significant new information that necessitates a major change in the determination becomes available. A request for reconsideration of the determination may be submitted in writing by the applicant, landowner, or agent within 30 days of the date below. Signature of field investigator: Date: 5/30/2018_________________________ Approval: ______________ Date: __5/30/2018_________________________ Site map Site photographs Area of proposed stream crossing South end of proposed stream crossing North of proposed crossing Fill east of floodplain Fill near proposed road, east of floodplain Stream at existing driveway, looking at floodplain northwest of stream Stream and floodplain east of driveway crossing Stream and floodplain west of driveway Fill east of floodplain Honey locust canopy WETLAND DETERMINATION DATA FORM – Great Plains Region SUMMARY OF FINDINGS – Attach site map showing sampling point locations, transects, important features, etc. Is the Sampled Area within a Wetland? Yes No VEGETATION – Use scientific names of plants. Dominance Test worksheet: Prevalence Index worksheet: Hydrophytic Vegetation Indicators: Hydrophytic Vegetation Present? Yes No 94177808 Denton / Denton 3/13/18 MOD-gen, INC and/or Assigns TX DP-1 Cobb, Marshall NA basin concave 1-2 J 33.23142448358°N -97.1989588825°W NAD 83 Lindale clay loam, 1 to 3% slopes NA DAREM Score: 13 COMMUNITY: grassland drainage, disturbed 30' 0 15' 0 5' Amphiachyris amoena 5 N UPL Panicum virgatum 15 N FACU Cynodon dactylon 80 Y FACU 100 00 0 1 0% 0 0 0 0 15 45 80 320 5 25 100 390 3.9 30' SOIL Profile Description: (Describe to the depth needed to document the indicator or confirm the absence of indicators.) Hydric Soil Indicators: (Applicable to all LRRs, unless otherwise noted.) Indicators for Problematic Hydric Soils3: LRR I, J LRR F, G, H LRR G LRR F LRR H outside of MLRA 72 & 73 LRR F, G, H LRR G, H LRR F MLRA 72 & 73 of LRR H Restrictive Layer (if present): Hydric Soil Present? Yes No HYDROLOGY Wetland Hydrology Indicators: where tilled where not tilled LRR F Field Observations: Wetland Hydrology Present? Yes No DP-1 0"-6"10YR 4/4 95 clay 0"-6"7.5YR 5/8 5 clay Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 1 DP-1 Facing North Photo 2 DP-1 Facing East Photo 3 DP-1 Facing South Photo 4 DP-1 Facing West Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 5 DP-1 Soil Profile WETLAND DETERMINATION DATA FORM – Great Plains Region SUMMARY OF FINDINGS – Attach site map showing sampling point locations, transects, important features, etc. Is the Sampled Area within a Wetland? Yes No VEGETATION – Use scientific names of plants. Dominance Test worksheet: Prevalence Index worksheet: Hydrophytic Vegetation Indicators: Hydrophytic Vegetation Present? Yes No 94177808 Denton / Denton 3/13/18 MOD-gen, INC and/or Assigns TX DP-2 Cobb, Marshall NA hillslope none 0-5 J 33.231607705889°N -97.2027345027°W NAD 83 Slidell clay 1 to 3% slopes R4SBC DAREM Score: 13 COMMUNITY: grassland; bermudagrass 30' 0 15' 0 5' Cynodon dactylon 30 Y FACU Croton texensis 20 Y UPL Nassella leucotricha 20 Y UPL Xanthium strumarium 20 Y FAC Solanum elaegnifolium 10 N UPL 100 00 0 4 0% 0 0 0 0 20 60 30 120 50 250 100 430 4.3 30' SOIL Profile Description: (Describe to the depth needed to document the indicator or confirm the absence of indicators.) Hydric Soil Indicators: (Applicable to all LRRs, unless otherwise noted.) Indicators for Problematic Hydric Soils3: LRR I, J LRR F, G, H LRR G LRR F LRR H outside of MLRA 72 & 73 LRR F, G, H LRR G, H LRR F MLRA 72 & 73 of LRR H Restrictive Layer (if present): Hydric Soil Present? Yes No HYDROLOGY Wetland Hydrology Indicators: where tilled where not tilled LRR F Field Observations: Wetland Hydrology Present? Yes No DP-2 0"-3"10YR 5/3 40 clay 0"-3"2.5YR 5/6 60 clay 3"-8"10YR 4/3 85 clay 3"-8"2.5YR 5/8 15 clay Rock 9" Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 9 DP-2 Facing North Photo 10 DP-2 Facing East Photo 11 DP-2 Facing South Photo 12 DP-2 Facing West Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 13 DP-2 Soil Profile US Army Corps of Engineers Great Plains – Version 2.0 WETLAND DETERMINATION DATA FORM – Great Plains Region Project/Site: City/County: Sampling Date: Applicant/Owner: State: Sampling Point: Investigator(s): Section, Township, Range: Landform (hillslope, terrace, etc.): Local relief (concave, convex, none): Slope (%): Subregion (LRR): Lat: Long: Datum: Soil Map Unit Name: NWI classification: Are climatic / hydrologic conditions on the site typical for this time of year? Yes No (If no, explain in Remarks.) Are Vegetation , Soil , or Hydrology significantly disturbed? Are “Normal Circumstances” present? Yes No Are Vegetation , Soil , or Hydrology naturally problematic? (If needed, explain any answers in Remarks.) SUMMARY OF FINDINGS – Attach site map showing sampling point locations, transects, important features, etc. Hydrophytic Vegetation Present? Yes No Hydric Soil Present? Yes No Wetland Hydrology Present? Yes No Is the Sampled Area within a Wetland? Yes No Remarks: VEGETATION – Use scientific names of plants. Dominance Test worksheet: Number of Dominant Species That Are OBL, FACW, or FAC (excluding FAC−): (A) Total Number of Dominant Species Across All Strata: (B) Percent of Dominant Species That Are OBL, FACW, or FAC: (A/B) Prevalence Index worksheet: Total % Cover of: Multiply by: OBL species x 1 = FACW species x 2 = FAC species x 3 = FACU species x 4 = UPL species x 5 = Column Totals: (A) (B) Prevalence Index = B/A = Hydrophytic Vegetation Indicators: 1 - Rapid Test for Hydrophytic Vegetation 2 - Dominance Test is >50% 3 - Prevalence Index is ≤3.01 4 - Morphological Adaptations1 (Provide supporting data in Remarks or on a separate sheet) Problematic Hydrophytic Vegetation1 (Explain) 1Indicators of hydric soil and wetland hydrology must be present, unless disturbed or problematic. Absolute Dominant Indicator Tree Stratum (Plot size: ) % Cover Species? Status 1. 2. 3. 4. = Total Cover Sapling/Shrub Stratum (Plot size: ) 1. 2. 3. 4. 5. = Total Cover Herb Stratum (Plot size: ) 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. = Total Cover Woody Vine Stratum (Plot size: ) 1. 2. = Total Cover % Bare Ground in Herb Stratum Hydrophytic Vegetation Present? Yes No Remarks: 94177808 Denton / Denton 3/13/18 MOD-gen, INC and/or Assigns TX DP-3 Cobb, Marshall NA hillslope none 0-5 J 33.234493165513°N -97.2037594141°W NAD 83 Slidell clay 1 to 3% slopes R4SBC 4 4 4 4 4 4 DAREM Score: 13 COMMUNITY: mesquite patch 30' Prosopis glandulosa 60 Y FACU 60 15' Opuntia engelmannii var. lindeheimeri 10 Y UPL 10 5' Cynodon dactylon 80 Y FACU Amphiachyris amoena 20 Y UPL 100 0 0 0 4 0% 0 0 0 0 0 0 140 560 30 150 170 710 4.17 30' 4 US Army Corps of Engineers Great Plains – Version 2.0 SOIL Sampling Point: Profile Description: (Describe to the depth needed to document the indicator or confirm the absence of indicators.) Depth Matrix Redox Features (inches) Color (moist) % Color (moist) % Type1 Loc2 Texture Remarks 1Type: C=Concentration, D=Depletion, RM=Reduced Matrix, CS=Covered or Coated Sand Grains. 2Location: PL=Pore Lining, M=Matrix. Hydric Soil Indicators: (Applicable to all LRRs, unless otherwise noted.) Indicators for Problematic Hydric Soils3: Histosol (A1) Sandy Gleyed Matrix (S4) 1 cm Muck (A9) (LRR I, J) Histic Epipedon (A2) Sandy Redox (S5) Coast Prairie Redox (A16) (LRR F, G, H) Black Histic (A3) Stripped Matrix (S6) Dark Surface (S7) (LRR G) Hydrogen Sulfide (A4) Loamy Mucky Mineral (F1) High Plains Depressions (F16) Stratified Layers (A5) (LRR F) Loamy Gleyed Matrix (F2) (LRR H outside of MLRA 72 & 73) 1 cm Muck (A9) (LRR F, G, H) Depleted Matrix (F3) Reduced Vertic (F18) Depleted Below Dark Surface (A11) Redox Dark Surface (F6) Red Parent Material (TF2) Thick Dark Surface (A12) Depleted Dark Surface (F7) Very Shallow Dark Surface (TF12) Sandy Mucky Mineral (S1) Redox Depressions (F8) Other (Explain in Remarks) 2.5 cm Mucky Peat or Peat (S2) (LRR G, H) High Plains Depressions (F16) 3Indicators of hydrophytic vegetation and 5 cm Mucky Peat or Peat (S3) (LRR F) (MLRA 72 & 73 of LRR H) wetland hydrology must be present, unless disturbed or problematic. Restrictive Layer (if present): Type: Depth (inches): Hydric Soil Present? Yes No Remarks: HYDROLOGY Wetland Hydrology Indicators: Primary Indicators (minimum of one required; check all that apply) Secondary Indicators (minimum of two required) Surface Water (A1) Salt Crust (B11) Surface Soil Cracks (B6) High Water Table (A2) Aquatic Invertebrates (B13) Sparsely Vegetated Concave Surface (B8) Saturation (A3) Hydrogen Sulfide Odor (C1) Drainage Patterns (B10) Water Marks (B1) Dry-Season Water Table (C2) Oxidized Rhizospheres on Living Roots (C3) Sediment Deposits (B2) Oxidized Rhizospheres on Living Roots (C3) (where tilled) Drift Deposits (B3) (where not tilled) Crayfish Burrows (C8) Algal Mat or Crust (B4) Presence of Reduced Iron (C4) Saturation Visible on Aerial Imagery (C9) Iron Deposits (B5) Thin Muck Surface (C7) Geomorphic Position (D2) Inundation Visible on Aerial Imagery (B7) Other (Explain in Remarks) FAC-Neutral Test (D5) Water-Stained Leaves (B9) Frost-Heave Hummocks (D7) (LRR F) Field Observations: Surface Water Present? Yes No Depth (inches): Water Table Present? Yes No Depth (inches): Saturation Present? Yes No Depth (inches): (includes capillary fringe) Wetland Hydrology Present? Yes No Describe Recorded Data (stream gauge, monitoring well, aerial photos, previous inspections), if available: Remarks: DP-3 0"-12"10YR 3/2 100 sandy silt 12"-20"10YR 5/2 100 sandy silt 4 4 4 4 4 Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 14 DP-3 Facing North Photo 15 DP-3 Facing East Photo 16 DP-3 Facing South Photo 17 DP-3 Facing West Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 15 DP-3 Soil Profile US Army Corps of Engineers Great Plains – Version 2.0 WETLAND DETERMINATION DATA FORM – Great Plains Region Project/Site: City/County: Sampling Date: Applicant/Owner: State: Sampling Point: Investigator(s): Section, Township, Range: Landform (hillslope, terrace, etc.): Local relief (concave, convex, none): Slope (%): Subregion (LRR): Lat: Long: Datum: Soil Map Unit Name: NWI classification: Are climatic / hydrologic conditions on the site typical for this time of year? Yes No (If no, explain in Remarks.) Are Vegetation , Soil , or Hydrology significantly disturbed? Are “Normal Circumstances” present? Yes No Are Vegetation , Soil , or Hydrology naturally problematic? (If needed, explain any answers in Remarks.) SUMMARY OF FINDINGS – Attach site map showing sampling point locations, transects, important features, etc. Hydrophytic Vegetation Present? Yes No Hydric Soil Present? Yes No Wetland Hydrology Present? Yes No Is the Sampled Area within a Wetland? Yes No Remarks: VEGETATION – Use scientific names of plants. Dominance Test worksheet: Number of Dominant Species That Are OBL, FACW, or FAC (excluding FAC−): (A) Total Number of Dominant Species Across All Strata: (B) Percent of Dominant Species That Are OBL, FACW, or FAC: (A/B) Prevalence Index worksheet: Total % Cover of: Multiply by: OBL species x 1 = FACW species x 2 = FAC species x 3 = FACU species x 4 = UPL species x 5 = Column Totals: (A) (B) Prevalence Index = B/A = Hydrophytic Vegetation Indicators: 1 - Rapid Test for Hydrophytic Vegetation 2 - Dominance Test is >50% 3 - Prevalence Index is ≤3.01 4 - Morphological Adaptations1 (Provide supporting data in Remarks or on a separate sheet) Problematic Hydrophytic Vegetation1 (Explain) 1Indicators of hydric soil and wetland hydrology must be present, unless disturbed or problematic. Absolute Dominant Indicator Tree Stratum (Plot size: ) % Cover Species? Status 1. 2. 3. 4. = Total Cover Sapling/Shrub Stratum (Plot size: ) 1. 2. 3. 4. 5. = Total Cover Herb Stratum (Plot size: ) 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. = Total Cover Woody Vine Stratum (Plot size: ) 1. 2. = Total Cover % Bare Ground in Herb Stratum Hydrophytic Vegetation Present? Yes No Remarks: 94177808 Denton / Denton 3/13/18 MOD-gen, INC and/or Assigns TX DP-4 Cobb, Marshall NA hillslope concave 0-5 J 33.234600260427°N -97.2039030623°W NAD 83 Slidell clay 1 to 3% slopes R4SBC 4 4 4 4 4 4 DAREM Score: 13 COMMUNITY: drainage swale, fully vegetated 30' Prosopis glandulosa 20 Y FACU 20 15' Gleditsia triacanthos 10 Y FACU 10 5' Cynodon dactylon 60 Y FACU Rumex dentatus 5 N FACU Xanthium strumarium 15 N FAC Carex austrina 5 N FACU Symphyotrichum divarticatum 10 N OBL Helianthus tuberosus 5 N FACU Galium aparine 5 N FACU 105 0 0 0 3 0% 10 10 0 0 15 45 110 440 0 0 135 495 3.66 30' 4 US Army Corps of Engineers Great Plains – Version 2.0 SOIL Sampling Point: Profile Description: (Describe to the depth needed to document the indicator or confirm the absence of indicators.) Depth Matrix Redox Features (inches) Color (moist) % Color (moist) % Type1 Loc2 Texture Remarks 1Type: C=Concentration, D=Depletion, RM=Reduced Matrix, CS=Covered or Coated Sand Grains. 2Location: PL=Pore Lining, M=Matrix. Hydric Soil Indicators: (Applicable to all LRRs, unless otherwise noted.) Indicators for Problematic Hydric Soils3: Histosol (A1) Sandy Gleyed Matrix (S4) 1 cm Muck (A9) (LRR I, J) Histic Epipedon (A2) Sandy Redox (S5) Coast Prairie Redox (A16) (LRR F, G, H) Black Histic (A3) Stripped Matrix (S6) Dark Surface (S7) (LRR G) Hydrogen Sulfide (A4) Loamy Mucky Mineral (F1) High Plains Depressions (F16) Stratified Layers (A5) (LRR F) Loamy Gleyed Matrix (F2) (LRR H outside of MLRA 72 & 73) 1 cm Muck (A9) (LRR F, G, H) Depleted Matrix (F3) Reduced Vertic (F18) Depleted Below Dark Surface (A11) Redox Dark Surface (F6) Red Parent Material (TF2) Thick Dark Surface (A12) Depleted Dark Surface (F7) Very Shallow Dark Surface (TF12) Sandy Mucky Mineral (S1) Redox Depressions (F8) Other (Explain in Remarks) 2.5 cm Mucky Peat or Peat (S2) (LRR G, H) High Plains Depressions (F16) 3Indicators of hydrophytic vegetation and 5 cm Mucky Peat or Peat (S3) (LRR F) (MLRA 72 & 73 of LRR H) wetland hydrology must be present, unless disturbed or problematic. Restrictive Layer (if present): Type: Depth (inches): Hydric Soil Present? Yes No Remarks: HYDROLOGY Wetland Hydrology Indicators: Primary Indicators (minimum of one required; check all that apply) Secondary Indicators (minimum of two required) Surface Water (A1) Salt Crust (B11) Surface Soil Cracks (B6) High Water Table (A2) Aquatic Invertebrates (B13) Sparsely Vegetated Concave Surface (B8) Saturation (A3) Hydrogen Sulfide Odor (C1) Drainage Patterns (B10) Water Marks (B1) Dry-Season Water Table (C2) Oxidized Rhizospheres on Living Roots (C3) Sediment Deposits (B2) Oxidized Rhizospheres on Living Roots (C3) (where tilled) Drift Deposits (B3) (where not tilled) Crayfish Burrows (C8) Algal Mat or Crust (B4) Presence of Reduced Iron (C4) Saturation Visible on Aerial Imagery (C9) Iron Deposits (B5) Thin Muck Surface (C7) Geomorphic Position (D2) Inundation Visible on Aerial Imagery (B7) Other (Explain in Remarks) FAC-Neutral Test (D5) Water-Stained Leaves (B9) Frost-Heave Hummocks (D7) (LRR F) Field Observations: Surface Water Present? Yes No Depth (inches): Water Table Present? Yes No Depth (inches): Saturation Present? Yes No Depth (inches): (includes capillary fringe) Wetland Hydrology Present? Yes No Describe Recorded Data (stream gauge, monitoring well, aerial photos, previous inspections), if available: Remarks: DP-4 0"-20"10YR 3/2 100 clay 4 4 4 4 4 4 4 Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 22 DP-4 Facing North Photo 23 DP-4 Facing East Photo 24 DP-4 Facing South Photo 25 DP-4 Facing West Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 20 DP-4 Soil Profile WETLAND DETERMINATION DATA FORM – Great Plains Region SUMMARY OF FINDINGS – Attach site map showing sampling point locations, transects, important features, etc. Is the Sampled Area within a Wetland? Yes No VEGETATION – Use scientific names of plants. Dominance Test worksheet: Prevalence Index worksheet: Hydrophytic Vegetation Indicators: Hydrophytic Vegetation Present? Yes No 94177808 Denton / Denton 3/13/18 MOD-gen, INC and/or Assigns TX DP-5 Cobb, Marshall NA hillslope concave 0-5 J 33.234215320886°N -97.2033333687°W NAD 83 Slidell clay 1 to 3% slopes NA DAREM Score: 13 COMMUNITY: emergent wetland; spike rush 30' 0 15' Gleditsia triacanthos 10 Y FACU Prosopis glandulosa 10 Y FACU 20 5' Eleocharis lanceolata 35 Y FACW Schizachyrium scoparium 30 Y FACU Symphyotrichum divaricatum 35 Y OBL 100 00 2 6 33% 35 35 35 70 0 0 50 200 0 0 160 305 1.91 30' plant community dominated by Symphotrichum divarticatum is distinct, crawfish burrows, standing water, and algal mat present SOIL Profile Description: (Describe to the depth needed to document the indicator or confirm the absence of indicators.) Hydric Soil Indicators: (Applicable to all LRRs, unless otherwise noted.) Indicators for Problematic Hydric Soils3: LRR I, J LRR F, G, H LRR G LRR F LRR H outside of MLRA 72 & 73 LRR F, G, H LRR G, H LRR F MLRA 72 & 73 of LRR H Restrictive Layer (if present): Hydric Soil Present? Yes No HYDROLOGY Wetland Hydrology Indicators: where tilled where not tilled LRR F Field Observations: Wetland Hydrology Present? Yes No DP-5 0"-1"organic matter 1"-15"10YR 5/2 90 7.5YR 4/6 10 C PL clay 15"-20"10YR 3/1 80 10YR 5/8 20 C PL clay 1" 15" 15" Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 29 DP-5 Facing North Photo 30 DP-5 Facing East Photo 31 DP-5 Facing South Photo 32 DP-5 Facing West Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 33 DP-5 Soil Profile US Army Corps of Engineers Great Plains – Version 2.0 WETLAND DETERMINATION DATA FORM – Great Plains Region Project/Site: City/County: Sampling Date: Applicant/Owner: State: Sampling Point: Investigator(s): Section, Township, Range: Landform (hillslope, terrace, etc.): Local relief (concave, convex, none): Slope (%): Subregion (LRR): Lat: Long: Datum: Soil Map Unit Name: NWI classification: Are climatic / hydrologic conditions on the site typical for this time of year? Yes No (If no, explain in Remarks.) Are Vegetation , Soil , or Hydrology significantly disturbed? Are “Normal Circumstances” present? Yes No Are Vegetation , Soil , or Hydrology naturally problematic? (If needed, explain any answers in Remarks.) SUMMARY OF FINDINGS – Attach site map showing sampling point locations, transects, important features, etc. Hydrophytic Vegetation Present? Yes No Hydric Soil Present? Yes No Wetland Hydrology Present? Yes No Is the Sampled Area within a Wetland? Yes No Remarks: VEGETATION – Use scientific names of plants. Dominance Test worksheet: Number of Dominant Species That Are OBL, FACW, or FAC (excluding FAC−): (A) Total Number of Dominant Species Across All Strata: (B) Percent of Dominant Species That Are OBL, FACW, or FAC: (A/B) Prevalence Index worksheet: Total % Cover of: Multiply by: OBL species x 1 = FACW species x 2 = FAC species x 3 = FACU species x 4 = UPL species x 5 = Column Totals: (A) (B) Prevalence Index = B/A = Hydrophytic Vegetation Indicators: 1 - Rapid Test for Hydrophytic Vegetation 2 - Dominance Test is >50% 3 - Prevalence Index is ≤3.01 4 - Morphological Adaptations1 (Provide supporting data in Remarks or on a separate sheet) Problematic Hydrophytic Vegetation1 (Explain) 1Indicators of hydric soil and wetland hydrology must be present, unless disturbed or problematic. Absolute Dominant Indicator Tree Stratum (Plot size: ) % Cover Species? Status 1. 2. 3. 4. = Total Cover Sapling/Shrub Stratum (Plot size: ) 1. 2. 3. 4. 5. = Total Cover Herb Stratum (Plot size: ) 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. = Total Cover Woody Vine Stratum (Plot size: ) 1. 2. = Total Cover % Bare Ground in Herb Stratum Hydrophytic Vegetation Present? Yes No Remarks: 94177808 Denton / Denton 3/13/18 MOD-gen, INC and/or Assigns TX DP-6 Cobb, Marshall NA hillslope none 0-5 J 33.233185398659°N -97.2009108218°W NAD 83 Sanger clay, 3 to 5% slopes NA 4 4 4 4 4 4 DAREM Score: 13 COMMUNITY: grassland 30' 0 15' 0 5' Eleocharis lanceolata 10 N FACW Cynodon dactylon 30 Y FACU Symphotrichum divaricatum 20 N OBL Rumex dentatus 10 N FACU Panicum virgatum 30 Y FAC Helianthus tuberosus 10 N FACU 110 0 0 1 3 33% 20 20 10 20 30 90 70 280 0 0 130 410 3.15 30' 4 US Army Corps of Engineers Great Plains – Version 2.0 SOIL Sampling Point: Profile Description: (Describe to the depth needed to document the indicator or confirm the absence of indicators.) Depth Matrix Redox Features (inches) Color (moist) % Color (moist) % Type1 Loc2 Texture Remarks 1Type: C=Concentration, D=Depletion, RM=Reduced Matrix, CS=Covered or Coated Sand Grains. 2Location: PL=Pore Lining, M=Matrix. Hydric Soil Indicators: (Applicable to all LRRs, unless otherwise noted.) Indicators for Problematic Hydric Soils3: Histosol (A1) Sandy Gleyed Matrix (S4) 1 cm Muck (A9) (LRR I, J) Histic Epipedon (A2) Sandy Redox (S5) Coast Prairie Redox (A16) (LRR F, G, H) Black Histic (A3) Stripped Matrix (S6) Dark Surface (S7) (LRR G) Hydrogen Sulfide (A4) Loamy Mucky Mineral (F1) High Plains Depressions (F16) Stratified Layers (A5) (LRR F) Loamy Gleyed Matrix (F2) (LRR H outside of MLRA 72 & 73) 1 cm Muck (A9) (LRR F, G, H) Depleted Matrix (F3) Reduced Vertic (F18) Depleted Below Dark Surface (A11) Redox Dark Surface (F6) Red Parent Material (TF2) Thick Dark Surface (A12) Depleted Dark Surface (F7) Very Shallow Dark Surface (TF12) Sandy Mucky Mineral (S1) Redox Depressions (F8) Other (Explain in Remarks) 2.5 cm Mucky Peat or Peat (S2) (LRR G, H) High Plains Depressions (F16) 3Indicators of hydrophytic vegetation and 5 cm Mucky Peat or Peat (S3) (LRR F) (MLRA 72 & 73 of LRR H) wetland hydrology must be present, unless disturbed or problematic. Restrictive Layer (if present): Type: Depth (inches): Hydric Soil Present? Yes No Remarks: HYDROLOGY Wetland Hydrology Indicators: Primary Indicators (minimum of one required; check all that apply) Secondary Indicators (minimum of two required) Surface Water (A1) Salt Crust (B11) Surface Soil Cracks (B6) High Water Table (A2) Aquatic Invertebrates (B13) Sparsely Vegetated Concave Surface (B8) Saturation (A3) Hydrogen Sulfide Odor (C1) Drainage Patterns (B10) Water Marks (B1) Dry-Season Water Table (C2) Oxidized Rhizospheres on Living Roots (C3) Sediment Deposits (B2) Oxidized Rhizospheres on Living Roots (C3) (where tilled) Drift Deposits (B3) (where not tilled) Crayfish Burrows (C8) Algal Mat or Crust (B4) Presence of Reduced Iron (C4) Saturation Visible on Aerial Imagery (C9) Iron Deposits (B5) Thin Muck Surface (C7) Geomorphic Position (D2) Inundation Visible on Aerial Imagery (B7) Other (Explain in Remarks) FAC-Neutral Test (D5) Water-Stained Leaves (B9) Frost-Heave Hummocks (D7) (LRR F) Field Observations: Surface Water Present? Yes No Depth (inches): Water Table Present? Yes No Depth (inches): Saturation Present? Yes No Depth (inches): (includes capillary fringe) Wetland Hydrology Present? Yes No Describe Recorded Data (stream gauge, monitoring well, aerial photos, previous inspections), if available: Remarks: DP-6 0"-8"10YR 3/2 85 7.5YR 5/8 15 C PL clay 8"-20"10YR 3/1 70 10YR 5/4 30 C M clay 4 4 4 4 4 Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 34 DP-6 Facing North Photo 35 DP-6 Facing East Photo 36 DP-6 Facing South Photo 37 DP-6 Facing West Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 38 DP-6 Soil Profile WETLAND DETERMINATION DATA FORM – Great Plains Region SUMMARY OF FINDINGS – Attach site map showing sampling point locations, transects, important features, etc. Is the Sampled Area within a Wetland? Yes No VEGETATION – Use scientific names of plants. Dominance Test worksheet: Prevalence Index worksheet: Hydrophytic Vegetation Indicators: Hydrophytic Vegetation Present? Yes No 94177808 Denton / Denton 3/13/18 MOD-gen, INC and/or Assigns TX DP-7 Cobb, Marshall NA hillslope concave 0-5 J 33.233773775923°N -97.199359986°W NAD 83 Sanger clay 1 to 3% slopes NA DAREM Score: 13 COMMUNITY: Grassland drainage, Rumex dentatus 30' Prosopis glandulosa 30 Y FACU 30 15' Gleditsia triacanthos 10 Y FACU Prosopis glandulosa 20 Y FACU 30 5' Cynodon dactylon 40 Y FACU Rumex altissimus 20 Y FAC Symphotrichum divaricatum 20 Y OBL Eragrotis pectinacea 10 N FAC 90 010 1 6 17% 20 20 0 0 30 90 100 400 0 0 150 510 3.4 30' SOIL Profile Description: (Describe to the depth needed to document the indicator or confirm the absence of indicators.) Hydric Soil Indicators: (Applicable to all LRRs, unless otherwise noted.) Indicators for Problematic Hydric Soils3: LRR I, J LRR F, G, H LRR G LRR F LRR H outside of MLRA 72 & 73 LRR F, G, H LRR G, H LRR F MLRA 72 & 73 of LRR H Restrictive Layer (if present): Hydric Soil Present? Yes No HYDROLOGY Wetland Hydrology Indicators: where tilled where not tilled LRR F Field Observations: Wetland Hydrology Present? Yes No DP-7 0"-20"10YR 2/2 100 clay 1" 6" Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 39 DP-7 Facing North Photo 40 DP-7 Facing East Photo 41 DP-7 Facing South Photo 42 DP-7 Facing West Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 35 DP-7 Soil Profile Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 1 RPP-1 Facing North Photo 2 RPP-1 Facing East Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 3 RPP-1 Facing South Photo 4 RPP-1 Facing West Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 5 RPP-2 Facing North Photo 6 RPP-2 Facing East Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 7 RPP-2 Facing South Photo 8 RPP-2 Facing West Photo 9 RPP-8 (ditch) Facing southwest. Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 9 RPP-3 Facing North Photo 10 RPP-3 Facing East Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 11 RPP-3 Facing South Photo 12 RPP-11 (Grassland) Facing north. Photo 12 RPP-3 Facing West Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 13 RPP-4 Facing North Photo 14 RPP-4 Facing East Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 15 RPP-4 Facing South Photo 16 RPP-4 Facing West Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 17 RPP-5 Facing North Photo 18 RPP-5 Facing East Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 15 RPP-5 Facing South Photo 16 RPP-5 Facing West Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 17 RPP-6 Facing North Photo 18 RPP-6 Facing East Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 19 RPP-6 Facing South Photo 20 RPP-6 Facing West Photo 21 RPP-20 facing south Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 21 RPP-7 Facing North Photo 22 RPP-7 Facing East Photo 23 RPP-22. WEST Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 23 RPP-7 Facing South Photo 24 RPP-7 Facing West Photo 25 RPP-24 Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 1 DFES-1 Facing upstream, southern portion of study area Photo 2 DFES-1 Facing downstream, southern portion of study area Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 3 DFES-1 Facing downstream, southern portion of study area Photo 4 DFES-1 Facing upstream, southwestern portion of study area Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 5 DFES-1 Facing downstream, southwestern portion of study area Photo 6 DFES-1 Facing downstream, southwestern portion of study area Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 7 DFES-1 at the bend Photo 8 DFES-1 Facing downstream, southwestern portion of study area Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 9 DFES-1 Facing downstream, western portion of study area Photo 10 DFES-1 Facing downstream, western portion of study area Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 11 DFES-1 western portion of the study area Photo 12 DFES-1 western portion of the study area Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 13 Emergent Wetland-1 Photo 14 Open Water-1 Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 15 DFIS-1 Facing upstream, northeastern portion of the study area Photo 16 DFIS-1 Facing downstream, northeastern portion of the study area Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 17 DFIS-1 Facing downstream, northeastern portion of the study area Photo 18 DFIS-1 Facing downstream, northeastern portion of the study area Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 19 DFIS-1 eastern portion of the study area Photo 20 DFIS-1 Facing upstream, eastern portion of the study area Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 21 DFIS-1 Facing downstream, northeastern portion of the study area Photo 22 DFIS-1 Facing downstream, northeastern portion of the study area Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 23 DFIS-1 Facing upstream, northeastern portion of the study area Photo 24 DFIS-1 Facing downstream, northeastern portion of study area Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 25 DFIS-1 Facing upstream, northeastern portion of study area Photo 26 DFIS-1, eastern portion of study area Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 27 DFIS-1, eastern portion of study area Photo 28 DFIS-1 facing downstream, eastern portion of study area Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 29 DFIS-1 facing upstream, southeastern portion of study area Photo 30 DFIS-1 facing downstream, southeastern portion of study area Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 31 DFIS-1 facing upstream, eastern portion of study area Photo 32 DFIS-1 facing downstream, southeastern portion of study area Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 33 DFIS-1 facing downstream, southeastern portion of study area Photo 34 DFIS-1 facing downstream, southeastern portion of study area Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 35 DFIS-1 facing upstream, southeastern portion of study area Photo 36 DFIS-1 facing downstream, southeastern portion of study area Project No. 94177808 Date Photos Taken: March 13, 2018 Masch Branch Road ■ Denton, Denton County, Texas Photo 37 DFIS-1 facing downstream, southeastern portion of study area APPENDIX C Site Layout ³0 100 20050 Feet Legend Study Area Construction Limits Proposed Project Layout Proposed Building Proposed Pavement Proposed Mitigation Slope Stabilization Native Prairie Drain Field Development Landscape Area Upper Rain Garden/Vegetated Buffer Lower Rain Garden/Vegetated Buffer © OpenStreetMap (and) contributors, CC-BY-SA PH. (214) 630-1010 terracon.com 8901 John W. Carptenter Freeway, Suite 100 Dallas, Texas 75247 Exhibit C.1 Site Layout Fisher59 Distribution Center at Masch Branch Road HWY 380 and Masch Branch Road Denton, Denton County, Texas C:\Users\tvcapps\OneDrive - Terracon Consultants Inc\Desktop\MAESA\TerraData\94177808_SiteLayout.mxd94177808 Jun 2019 TVC JH Project No.: Date: Drawn By: Reviewed By: Type Existing Area (Acres)Area of Impact (Acres) DFIS-1 Undeveloped Floodplain 16.6 2.6 1. Environmental Sensitive Area Summary Activity Cut (Cubic Yards)Fill (Cubic Yards) Area of Disturbance (Acres) Earth Work in Existing Floodplain for Project Construction 11,870 7,775 5.51 3. Floodplain Fill Alterations (DFIS-1) Activity Area (Acres) Floodplain ESA Habitat Removed 0.27 Floodplain Areas Seeded with Native Drain Field Mix 6 Native Planted Bioretention Areas 0.28 Net Gain of Improved Habitat 6.01 4. AESA Impact/Mitigation Acreage Balance Floodplain Alterations Area of Disturbance (Acres) DFIS-1 Existing Floodplain Area (Acres)16.6 DFIS-1 Proposed Floodplain Area (Acres)17.35 Net Floodplain Area GainPost-project 0.75 2. Floodplain Area Alterations APPENDIX D Site Design Sheets and Calculations GRIMES CONSULTING, INC.CALCULATION SHEET Project Name:Fisher 59 Project Number:3005 Computed By:JRB Date:10-Apr-19 Checked By:JLW Rev Date:29-Apr-19 PRE-PROJECT ESA FLOODPLAIN WATER QUALITY VOLUME Site Area =16.60 % Impervious 0.96 Impervious Area =0.16 CN=98 Rv(Calc) = 0.009(I)+0.05 0.059 Pervious Area =16.44 CN=80 P =1.5 Gravel Area =0.00 CN=91 (80% Imp) Wqv= 0.122 Ac-ft Wqv=5,303 CF POST-PROJECT ESA FLOODPLAIN WATER QUALITY VOLUME Site Area =17.35 % Impervious 1.56 Impervious Area =0.27 CN=98 Rv(Calc) = 0.009(I)+0.05 0.064 Pervious Area =17.08 CN=80 P =1.5 Gravel Area =0.00 CN=91 (80% Imp) Wqv= 0.139 Ac-ft Wqv=6,047 CF UPSTREAM AREATREATED BY BIORETENTION WATER QUALITY VOLUME Site Area =1.60 % Impervious 35 Impervious Area =0.56 CN=98 Rv(Calc) = 0.009(I)+0.05 0.365 Pervious Area =1.04 CN=80 P =1.5 Gravel Area =0.00 CN=91 (80% Imp) Wqv= 0.073 Ac-ft Wqv=3,180 CF WQv Pre-Project 0.122 Ac-Ft =5,303 CF WQv before reduction 0.139 Ac-Ft =6,047 CF WQv with reduction 0.066 Ac-Ft =2,867 CF Table 5 – Pre and Post-project WQv Amounts with and without Bioretention WQv Conditions Without Bioretention WQv Conditions With Bioretention WQv Area WQv (CF)WQv Area WQv (CF) DFIS-1 Floodplain ESA Pre- Project 5,303 DFIS-1 Floodplain ESA Pre- Project 5,303 DFIS-1 Floodplain ESA Post- Project without Bioretention 6,047 DFIS-1 Floodplain ESA Post- Project with Bioretention 2,867 Pre Post-project Difference 744 CF Increase Pre Post-project Difference -2,436 CF Decrease 6,047 cf post-driveway WQv – 3,180 cf bio-retention WQv = 2,867 cf final WQv GRIMES CONSULTING, INC.CALCULATION SHEET Project Name:Fisher 59 Project Number:3005 Computed By:JRB Date:2-May-18 Checked By:JLW Rev Date: BIORETENTION BB-1 WATER QUALITY VOLUME (F-6 BIO-RETENTION) Site Area =0.86 % Impervious 19 Impervious Area =0.16 CN=98 Rv(Calc) = 0.009(I)+0.05 0.217 Rv(Design) =0.217 Pervious Area =0.70 CN=80 P =1.5 Gravel Area =0.00 CN=91 (80% Imp) df =2.50 ft Filter bed depth (NOT INCLUDING SAND LAYER)Af= Filter Bed Area k =0.5 ft/day Coefficient of Permeability (Per iSWM Section 2.6)Wqv= (P*Rv*A)/12 Af = (WQv)*(df) / [(k)*(hf + df)*(tf)] hf = 0.36 ft Average Height of Water Wqv= 0.023 Ac-ft Af 'A' =891 tf =2.00 days Filter Bed Drain Time Wqv=1,018 CF Af Provided =950 CALCULATED BASIN VOLUME ELEVATION AREA SQ. FOOT VOLUME CUBIC-FOOT TOTAL VOLUME SUM CUBIC- FOOT Top of Basin =662.00 2465 2177.50 3598 661.00 1890 1420.00 1420 Top of Mulch =660.00 950 0.00 0 Top of Soil =659.75 950 0.00 0 Bottom of Soil =657.25 950 0.00 0 Maximum Allow. Pond Depth =18 inches = Elev.661.50 Filter Bed Depth =2.50 feet Calculated Water Depth(WQv)=8.60 inches Required WQv (Calculated) =1018 cf WQv Provided =1018 at Elev 660.72 Area of Filter Bed =950 sq. ft.Structure Top =660.75 Berm Elevation =662.00 GRIMES CONSULTING, INC.CALCULATION SHEET Project Name:Fisher 59 Project Number:3005 Computed By:JRB Date:2-May-18 Checked By:JLW Rev Date: BIORETENTION BB-2 WATER QUALITY VOLUME (F-6 BIO-RETENTION) Site Area =0.74 % Impervious 54 Impervious Area =0.40 CN=98 Rv(Calc) = 0.009(I)+0.05 0.536 Rv(Design) =0.536 Pervious Area =0.34 CN=80 P =1.5 Gravel Area =0.00 CN=91 (80% Imp) df =2.50 ft Filter bed depth (NOT INCLUDING SAND LAYER)Af= Filter Bed Area k =0.5 ft/day Coefficient of Permeability (Per iSWM Section 2.6)Wqv= (P*Rv*A)/12 Af = (WQv)*(df) / [(k)*(hf + df)*(tf)] hf = 0.40 ft Average Height of Water Wqv= 0.050 Ac-ft Af 'A' =1862 tf =2.00 days Filter Bed Drain Time Wqv=2,162 CF Af Provided =1925 CALCULATED BASIN VOLUME ELEVATION AREA SQ. FOOT VOLUME CUBIC-FOOT TOTAL VOLUME SUM CUBIC- FOOT Top of Basin =668.00 5350 4400.00 7088 667.00 3450 2687.50 2688 Top of Mulch =666.00 1925 0.00 0 Top of Soil =665.75 1925 0.00 0 (20% Volume) Bottom of Soil =663.25 1925 0.00 0 Maximum Allow. Pond Depth =18 inches = Elev.667.50 Filter Bed Depth =2.50 feet Calculated Water Depth(WQv)=9.65 inches Required WQv (Calculated) =2162 cf WQv Provided =2162 at Elev 666.80 Area of Filter Bed =1925 sq. ft.Structure Top =666.80 Berm Elevation =668.00 29 CO4 27 J:\3005\3005\Drawings\Engineering\Construction Plans\3005 site.dwg\7/11/2019 5:32 PM\James Whisler16150 Main Circle Drive, Suite 100 St. Louis, MO 63017 (636) 449-1175 / fax (636) 449-1176FISCHER 59CITY PROJECT: TBDPART OF A TRACT OF LANDIN THE SEFERINO A. HUIZARSURVEY, ABSTRACT # 51449.99 ACRESPREPARER'S SEAL 5050 W. UNIVERSITY DRIVECITY OF DENTON,DENTON COUNTY TXSEFERINO A. HUIZARSURVEY, ABSTRACT # 51404.16.187/11/19 EXHIBIT K3 - BMP DETAIL THE RAIN GARDEN IS DESIGNED TO HOLD STORM WATER RUNOFF SO IT CAN FILTER POLLUTANTS. THERE ARE SPECIAL PLANTS IN THE BEDS WHICH ACTUALLY ASSIST IN THE PROCESS OF ABSORBING THE POLLUTANTS. THE PLANTS ARE ALSO USED TO FEED AND ATTRACT BIRDS AND BUTTERFLIES. BIO-RETENTION J:\3005\3005\Drawings\Engineering\Construction Plans\3005 SDP.dwg\7/12/2019 7:04 AM\James Whisler16150 Main Circle Drive, Suite 100 St. Louis, MO 63017 (636) 449-1175 / fax (636) 449-1176FISCHER 59CITY PROJECT: SP18-0013PART OF A TRACT OF LANDIN THE SEFERINO A. HUIZARSURVEY, ABSTRACT # 51449.99 ACRESPREPARER'S SEAL 5050 W. UNIVERSITY DRIVECITY OF DENTON,DENTON COUNTY TXSEFERINO A. HUIZARSURVEY, ABSTRACT # 51404.16.187/12/19 EXHIBIT K6 - BMP DETAILS THE RAIN GARDEN IS DESIGNED TO HOLD STORM WATER RUNOFF SO IT CAN FILTER POLLUTANTS. THERE ARE SPECIAL PLANTS IN THE BEDS WHICH ACTUALLY ASSIST IN THE PROCESS OF ABSORBING THE POLLUTANTS. THE PLANTS ARE ALSO USED TO FEED AND ATTRACT BIRDS AND BUTTERFLIES. BIO-RETENTION COOPERAGEW110TAAAAAAAAAAAAAAAAAAAAAAAAABBBBBBBBBBBBBBBBBBBBBBeeeebbbbbeeebbbbbbDbbbbeeaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaaEEeeefff fffcccccccccceeefffffffeeeeeefffffffffffffffccccc BDDDCCCCCEEEDDedddddddddddddddeeeeeeeeeBBBBAAFFFFFFFFFFGMGMGMGMGMGMGMGMGMGMGMGMGMGMGGGMGGGHHJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJAAAAHHAkkkkkhhhhhhhhhhhf ff f fffffffffjkjjjjjkkkkkkkkkffff f ff ff ff jkfjjjjjkkkkkkkkkfffff ff ffffff fkkkkkhhhhhff fffffffffhhhkjjjjjkkkkkffffffffff fffffff ffffkkkkkhhhhhhhhf fDDfBBBBBBBKMKMKMKMKMKMGGGGGGGGGMGMGMGMGMGMGMGMGMGMGMGMGMGMBBBBGMGMGMGMKKKKKKKKKHHHHHHHHHAAAGM16150 Main Circle Drive, Suite 100St. Louis, MO 63017(636) 449-1175 / fax (636) 449-1176FISCHER 59 3005 PART OF A TRACT OF LAND IN THE SEFERINO A. HUIZAR SURVEY, ABSTRACT # 514 49.99 ACRES Civil Engineering & Surveying Services PREPARER'S SEALCITY OF DENTON, DENTON COUNTY TX SEFERINO A. HUIZAR SURVEY, ABSTRACT # 514 03.19.18 EXHIBIT M-LANDSCAPE PLAN e e e e bb b b bb a a a a a e e e f f f f f fcccccccccc e e e f f f f ff f e e e e e e f f f f f f f ff ff f f ff c cc c c DECIDUOUS TREE PLANTING Prune only broken branches Stakes to be even with lowest branches 1/2" rubber/plastic hose @ trunk Top of ball to be raised 3" above grade min. Backfill per spec. Remove rope, burlap, and wire basket from top half of root ball. 3" bark mulch do not cover trunk flair 4" earth saucer beyond excavation 2"x2" hardwood stakes with galvanized wire * 1:1 side slope on planting hole. 2x root ball dia. * Staking should be done only when: ·Planting in soft, loose soils ·Root balls with sandy soil, or wet clay ·Trees located in an extremely windy location Place root ball on unexcavated or tamped soil.x"1/2 x" 1/2 x" x" Till bed per spec with amendments PLAN VIEW SECTION VIEW Perennial/ annuals Subgrade per spec For spacing see planting schedule x"TYPICAL PERENNIAL PLANTING 2" Mulch bb b e e e b b b b b b b b b e e Grade Top of ball 2" above grade Remove burlap from 1/3 of Root Ball 3" mulch 4" earth saucer. If planted indivdually. Eliminate if in a bed. backfill per spec. loosened subsoil 6" MIN. SCARIFY ROOT BALL OF ALL CONTAINER STOCK TYPICAL SHRUB PLANTING NTS ALUMINUM LANDSCAPE BED EDGING1 L-1 16150 Main Circle Drive, Suite 100 St. Louis, MO 63017 (636) 449-1175 / fax (636) 449-1176FISCHER 593005PART OF A TRACT OF LANDIN THE SEFERINO A. HUIZARSURVEY, ABSTRACT # 51449.99 ACRESCivil Engineering & Surveying ServicesPREPARER'S SEAL CITY OF DENTON,DENTON COUNTY TXSEFERINO A. HUIZARSURVEY, ABSTRACT # 51403.19.18EXHIBIT M1-LANDSCAPE PLAN APPENDIX E Stormwater Management Facility Operation and Maintenance Plan STORMWATER MANAGEMENT FACILITY OPERATION AND MAINTENANCE PLAN FISHER 59 Prepared for: HDA Architects Contact: Josh Goodman 16150 Main Circle Drive Suite 100 Chesterfield, MO 63017 Prepared by: 12300 Old Tesson, Suite 300D St. Louis, MO 63128 314-849-6100 314-849-6010 jacob@grimesconsulting.com GRIMES PROJECT #3005 05/20/19 Leonard J. Meers Professional Engineer E-28288 1 Stormwater Management Facility Operation and maintenance (O&M) Plan Table of Contents An O&M Plan is required for this development project to provide guidance for the post construction stormwater best management practices (BMPs). The document should be used by the property owner to ensure adequate maintenance and function per design of the post construction BMPs on site. TABLE OF C ONTENTS I. Stormwater Management Facilities Description ....................................................................................... 2 A. General Site Description ....................................................................................................................... 2 B. Stormwater Management Facilities ..................................................................................................... 2 I. Water Quality BMPs ........................................................................................................................... 2 II. Site Contacts ............................................................................................................................................. 2 III. Maintenance Procedures ......................................................................................................................... 3 A. Bioretention Areas ............................................................................................................................ 3 B. Native Prairie Area ............................................................................................................................ 4 C. Corrective Actions and Modifications ................................................................................................... 5 D. Maintenance Materials ........................................................................................................................ 5 E. Safety..................................................................................................................................................... 5 IV. Inspection Procedures ............................................................................................................................. 5 V. BMP Waste Disposal ................................................................................................................................. 5 VI. O&M Plan Revisions ................................................................................................................................. 6 Inspection Checklist(s) .............................................................................................................................. 7 2 I. STORMWATER MANAGEMENT FACILITIES DESCRIPTION A. GENERAL SITE DESCRIPTION The Fisher 59 site is located at 5050 W. University Drive at the intersection of U.S. Highway 380 and Masch Branch Road. The improvements planned for the development consist of the construction of a 189,800-sf warehouse and office building with surrounding parking. To provide runoff reduction there are three bio-retention basins designed for the WQv storm. Area West – The bio-retention on the southwest side of the parking lot is a depressed landscape feature which stores, filters, and infiltrates stormwater runoff. The stormwater will sheet drain across the parking lot into the bio-retention cell via curb cuts, then filter through the soil media to the sand and gravel underdrain. The outfall is via the 4” perforated underdrain and larger storms are passed by overflow structure #15. Area East – The bio-retention on the southeast side of the parking lot is a depressed landscape feature which stores, filters, and infiltrates stormwater runoff. The stormwater will sheet drain across the parking lot into the bio-retention cell via curb cuts, then filter through the soil media to the sand and gravel underdrain. The outfall is via the 4” perforated underdrain and larger storms are passed by overflow structure #3. Area Southeast – The bio-retention on the east side of the entrance from U.S. Highway 380 is a depressed landscape feature which stores, filters, and infiltrates stormwater runoff. The stormwater will sheet drain across the parking lot into the bio-retention cell via curb cuts, then filter through the soil media to the sand and gravel underdrain. The outfall is via the 4” perforated underdrain and larger storms are passed by overflow structure #28. All BMPs which have been installed in BMP reserve areas are to be perpetually located within this area. Inspection or maintenance personnel may utilize the site plan located in Appendix A containing the locations of the BMPs within this development. B. STORMWATER MANAGEMENT FACILITIES I. WATER QUALITY BMPS Area BB-1 – Bio-retention on the east side of the entrance from U.S. Highway 380 Area BB-2 – Bio-retention on the southeast side of the parking lot. II. SITE CONTACTS HDA Architects Contact: Josh Goodman 16150 Main Circle Drive Suite 100 Chesterfield, MO 63017 jgoodman@hdai.com 3 III. MAINTENANCE P ROCEDURES A. BIORETENTION AREAS Following the maintenance procedures outlined in this plan for the stormwater facilities is imperative to ensure the proper function of the systems. The first year of operation of the system is especially critical for establishing benchmarks for the specific system onsite. 1. Inspection should be conducted after rainstorms to check for surface ponding that might indicate possible clogging. 2. Do not store soil or other material capable of clogging the surface on or adjacent to porous pavement. Routine Maintenance Activities The majority of this work consists of mowing, weeding, debris removal and should be done on monthly as needed basis. · Remove litter and debris. · Remove sediment. · Remulch void areas. · Treat diseased trees and shrubs. · Mow turf areas around basin. These activities can be completed without any prior correspondence with the City of Denton or the engineering consultant. Non-Routine Maintenance Activities This work consist of item such as slope stabilization, removal and replacement of top layer of filter or sand media and should be performed annually as needed. · Repair erosion at inflow points. · Repair outflow structures. · Unclog underdrain. · Regulate soil pH regulation. · Remove and replace dead and diseased vegetation. · Add mulch. Typical Maintenance Activities for Bioretention Areas Activity Schedule · Pruning and weeding to maintain appearance. · Mulch replacement when erosion is evident. · Remove trash and debris. As needed · Inspect inflow points for clogging (off-line systems). Remove any sediment. · Inspect filter strip/grass channel for erosion or gullying. Re-seed or sod as necessary. · Trees and shrubs should be inspected to evaluate their health and remove any dead or severely diseased vegetation. Semi-annually · The planting soils should be tested for pH to establish acidic levels. If the pH is below 5.2, limestone should be applied. If the pH is above 7.0 to 8.0, then iron sulfate plus sulfur can be added to reduce the pH. Annually · Replace mulch over the entire area. · Replace pea gravel diaphragm if warranted (or when the voids are obviously filled with sediment and water is no longer infiltrating). 2 to 3 years 4 B. NATIVE PRAIRIE AREA Native prairie meadows are a low maintenance alternative to high maintenance lawns and traditional landscapes. They are not, however, no maintenance landscapes. Some simple, but essential, post-planting care is necessary for successful establishment and long-term performance Mowing Mowing is used for three purposes: 1) Control of annual and biennial weeds in the first two years after seeding 2) Controlling cool season grasses and weeds in the third year of establishment and beyond, similar in its effect to prescribed burning 3) Preventing invasion by trees and shrubs Mowing can be accomplished using a heavy duty riding lawnmower, a wheeled brush mower, a string trimmer (“weed whacker”), or a tractor-mounted mower. String trimmers are the best, especially for small areas, since they can mow at a variety of heights, they lay down the cut material gently without clumping, and can be used in situations where mowers cannot be used (steep slopes and low wet areas). First Year: Mow the prairie seeding at six inches in height to keep back fast-growing annual weeds in the first growing season. Most prairie plants are slow-growing perennials, and are easily out-competed by annual weeds in the first year if not controlled. Mowing weeds before they set seed also helps reduce problems in following years. Do not allow weeds to get taller than 16 inches before mowing them down to six inches. When taller vegetation is cut down, the large amount of cut material can bury the young prairie seedlings. Expect to mow three times in the first year. Second Year: Mow annual and biennial weeds to a height of twelve inches in mid to late June, when most biennial weeds are in full bloom. This will prevent them from forming seed and re-infesting the area, and can kill some biennial weeds outright. Most prairie flowers and grasses will not be taller than twelve inches at this time, and remain unharmed by the mowing. It is important to time the June mowing to coincide with the bloom period of biennial weeds. This single mowing in the second year can be critical to long term success by controlling these often aggressive weeds before they can become firmly established. Some biennial weeds will re-grow and flower a second time after the June mowing. They should then be either cut back to the ground using pruning shears or a string trimmer, or carefully pulled up by the roots when the soil is moist after a rain. If biennial weeds, especially White or Yellow Sweetclover (Melilotus spp.) appear in the third growing season, they should again be cut down when in full bloom, or pulled up by the roots. If the plants have completed flowering and are forming seed, they should be cut or pulled and immediately removed from the prairie. Never allow biennial weeds to complete the seed formation process and re-infest the prairie, as they can become a longterm management problem. Third Year and Beyond: Spring burning should be initiated at the beginning of the third growing season If burning is not an option, mowing and raking the cut material can be substituted for burning to remove dead plant growth from the previous year. Raking off the cut material after mowing helps to expose the soil and encourage more rapid soil warming, favoring the heat-loving prairie flowers and grasses. Mow as close to the ground as possible, right down to the soil surface if possible. This closely mimics the effects of burning, and is nearly as effective in favoring the prairie plants over cool season weeds and grasses. Selective Weeding Problem weeds, especially those with taproots, can be carefully pulled or dug beginning in the second growing season. Pulling and digging is not recommended in the first year of establishment, as the small prairie seedlings are not yet well-rooted, and are easily disturbed and killed. By the second year, both biennial and perennial weeds that have become established will be evident. Biennial weeds can be carefully pulled, or cut at the base during flowering to kill them. Make sure to remove the plants prior to setting seed, to prevent re-infested in future years. 5 Sometimes an aggressive perennial weed becomes a problem in a prairie meadow. Windblown seeds can enter from adjacent areas and become established. This usually occurs in the first three years of the planting, before the prairie has matured and developed the thick sod that helps to repel weeds. In such cases, it is sometimes necessary to utilize herbicides to eliminate unwanted aggressive plants. C. CORRECTIVE ACTIONS AND MODIFICATIONS Any corrective actions required that will modify the BMP(s) design components are considered design modifications and must be reviewed by the City of Denton. The owner must consult the City of Denton, and will likely need an approved plan from a professional engineering consultant. D. MAINTENANCE MATERIALS In the event that any of the media or other surface materials needed to be replaced during routine or non-routine maintenance, the following are the requirements for material replacement. E. S AFETY Safety considerations should be taken when conducting maintenance. Hazards should be anticipated and avoided. Confined spaces should not be entered without proper training, monitoring and equipment. IV. INSPECTION PROCEDURES Stormwater Management Facilities shall be inspected by a qualified individual familiar with the operation of the facilities. Inspections during the first year shall take place at a minimum quarterly, using the BMP inspection checklist in Appendix C. At least one of the inspections should be performed after a storm exceeding 1 inch of rainfall in a 24 hour period, ideally approximately 24 to 48 hours after the storm to determine if the facility is draining as desired. After the first year of operation, quarterly inspections should be completed. V. BMP WASTE D ISPOSAL Landfill and solid waste facility requirements shall be followed for all BMP waste. The owner is responsible for determining all State and/or local regulations for special waste that may be applicable. All sediment removed from the system shall be disposed according to current erosion and sediment control regulations. When cleaning, standing water, “clear and unpolluted”, can be decanted and discharged to the storm system. Water that has become turbid during cleaning should be pumped and hauled to an acceptable wastewater disposal facility or treated by filtration, such as pumped through a bag filter and discharged to the sanitary sewer system. A special discharge permit from the City of Denton is not required for discharging to the sanitary system if the total volume is less than 10,000 gallons. The flow rate pumped into the sanitary system shall not exceed 50 gpm. The following definitions shall be used as reference: Clear water: Water that has settled its solids for 24 hours and can be pumped out of the BMP without re- suspending the solids. 6 Unpolluted water: Any water that may be discharged under NPDES regulations into waters of the State without having to be authorized by a NPDES permit and which will not cause any violations of State or Federal water quality standards. VI. O&M PLAN REVISIONS Property owner should reference the City of Denton website or contact the City of Denton for current guidance on procedures for O&M Plan revisions. 7 INSPECTION CHECKLIST(S) Location: ______________________________________ ________ Owner Change since last inspection? Yes No Owner Name:________________________________________________ Owner Address: _____________________________________________ INSPECTION RATING SYSTEM 0 = Good condition. Well maintained, no action required. Satisfactory Performance. 1 = Moderate condition. Should monitor. Satisfactory Performance. 2 = Degraded condition. Routine maintenance and repair needed. Unsatisfactory Performance. 3 = Serious condition. Immediate need for repair or replacement. Unsatisfactory Performance. INSPECTION ITEMS RATING COMMENTS Provide stable conveyance into facility?0 1 2 3 N/A Excessive trash/debris/sediment accumulation?0 1 2 3 N/A Signs of erosion?0 1 2 3 N/A Excessive trash/debris/sediment?0 1 2 3 N/A Evidence of standing water? (Ponding, Noticeable Odors, Water Stains, Algae)0 1 2 3 N/A Evidence of clogging?0 1 2 3 N/A Dead vegetation/exposed soil?0 1 2 3 N/A Evidence of erosion?0 1 2 3 N/A Excessive trash/debris/sediment?0 1 2 3 N/A Signs of erosion or movement of mulch (or pea gravel)?0 1 2 3 N/A Evidence of oil/chemical/accumulation?0 1 2 3 N/A Evidence of standing water? (Ponding, Noticeable Odors, Water Stains, Algae)0 1 2 3 N/A Underdrain system (if equipped) broken/clogged?0 1 2 3 N/A Adequate plant covering present?0 1 2 3 N/A Is vegetation overgrown?0 1 2 3 N/A Dead vegetation/exposed soil?0 1 2 3 N/A Signs of mulch layer thinning (or pea gravel)?0 1 2 3 N/A Stable conveyance out of facility provided?0 1 2 3 N/A Excessive trash/debris/sediment accumlation?0 1 2 3 N/A Evidence of erosion at/around ?0 1 2 3 N/A Complaints from local residents?0 1 2 3 N/A Any public hazards observed (desribe if any)0 1 2 3 N/A *If any 2-3 ratings are given in Sections A-E of this checklist, list corrective actions recommended or completed at the time of this inspection. CORRECTIVE ACTIONS RECOMMENDED TO OWNER COMPLETED AT TIME OF INSPECTION Please attach photographs, with descriptions, showing current condition of system and any defeciencies noted in this inspections B. PRETREATMENT D. OVERFLOW/OUTLET STRUCTURE E. HAZARDS STORMWATER MANAGEMENT FACILITY MAINTENANCE INSPECTION CHECKLIST F. CORRECTIVE ACTIONS* Overall Drainage Area Conditions: Inspector: ________________________________________________________________ Date of Inspection: _________________________________________________________ G. PHOTOGRAPHS BIORETENTION/RAIN GARDEN A. INLET (If not piped, identify as overland flow) C. TREATMENT AREA AND VEGETATION Site Conditions: _____________________________________________________________________________________________________________________________________ Job Number: ____________________________________________________________ Owner Phone Number: ______________________________________________________ NOTE TO INSPECTOR: All personnel entering any confined spaces must take appropriate safety measures and follow applicable OSHA regulations. Location: ______________________________________ ________ Owner Change since last inspection? Yes No Owner Name:________________________________________________ Owner Address: _____________________________________________ INSPECTION RATING SYSTEM 0 = Good condition. Well maintained, no action required. Satisfactory Performance. 1 = Moderate condition. Should monitor. Satisfactory Performance. 2 = Degraded condition. Routine maintenance and repair needed. Unsatisfactory Performance. 3 = Serious condition. Immediate need for repair or replacement. Unsatisfactory Performance. INSPECTION ITEMS RATING COMMENTS Provide stable conveyance into facility?0 1 2 3 N/A Excessive trash/debris/sediment accumulation?0 1 2 3 N/A Signs of erosion?0 1 2 3 N/A Excessive trash/debris/sediment?0 1 2 3 N/A Evidence of standing water? (Ponding, Noticeable Odors, Water Stains, Algae)0 1 2 3 N/A Evidence of clogging?0 1 2 3 N/A Dead vegetation/exposed soil?0 1 2 3 N/A Evidence of erosion?0 1 2 3 N/A Excessive trash/debris/sediment?0 1 2 3 N/A Signs of erosion or movement of mulch (or pea gravel)?0 1 2 3 N/A Evidence of oil/chemical/accumulation?0 1 2 3 N/A Evidence of standing water? (Ponding, Noticeable Odors, Water Stains, Algae)0 1 2 3 N/A Underdrain system (if equipped) broken/clogged?0 1 2 3 N/A Adequate plant covering present?0 1 2 3 N/A Is vegetation overgrown?0 1 2 3 N/A Dead vegetation/exposed soil?0 1 2 3 N/A Signs of mulch layer thinning (or pea gravel)?0 1 2 3 N/A Stable conveyance out of facility provided?0 1 2 3 N/A Excessive trash/debris/sediment accumlation?0 1 2 3 N/A Evidence of erosion at/around ?0 1 2 3 N/A Complaints from local residents?0 1 2 3 N/A Any public hazards observed (desribe if any)0 1 2 3 N/A *If any 2-3 ratings are given in Sections A-E of this checklist, list corrective actions recommended or completed at the time of this inspection. CORRECTIVE ACTIONS RECOMMENDED TO OWNER COMPLETED AT TIME OF INSPECTION Please attach photographs, with descriptions, showing current condition of system and any defeciencies noted in this inspections B. PRETREATMENT D. OVERFLOW/OUTLET STRUCTURE E. HAZARDS STORMWATER MANAGEMENT FACILITY MAINTENANCE INSPECTION CHECKLIST F. CORRECTIVE ACTIONS* Overall Drainage Area Conditions: Inspector: ________________________________________________________________ Date of Inspection: _________________________________________________________ G. PHOTOGRAPHS BIORETENTION/RAIN GARDEN A. INLET (If not piped, identify as overland flow) C. TREATMENT AREA AND VEGETATION Site Conditions: _____________________________________________________________________________________________________________________________________ Job Number: ____________________________________________________________ Owner Phone Number: ______________________________________________________ NOTE TO INSPECTOR: All personnel entering any confined spaces must take appropriate safety measures and follow applicable OSHA regulations. Location: ______________________________________ ________ Owner Change since last inspection? Yes No Owner Name:________________________________________________ Owner Address: _____________________________________________ INSPECTION RATING SYSTEM 0 = Good condition. Well maintained, no action required. Satisfactory Performance. 1 = Moderate condition. Should monitor. Satisfactory Performance. 2 = Degraded condition. Routine maintenance and repair needed. Unsatisfactory Performance. 3 = Serious condition. Immediate need for repair or replacement. Unsatisfactory Performance. INSPECTION ITEMS RATING COMMENTS Provide stable conveyance into facility?0 1 2 3 N/A Excessive trash/debris/sediment accumulation?0 1 2 3 N/A Signs of erosion?0 1 2 3 N/A Excessive trash/debris/sediment?0 1 2 3 N/A Evidence of standing water? (Ponding, Noticeable Odors, Water Stains, Algae)0 1 2 3 N/A Evidence of clogging?0 1 2 3 N/A Dead vegetation/exposed soil?0 1 2 3 N/A Evidence of erosion?0 1 2 3 N/A Excessive trash/debris/sediment?0 1 2 3 N/A Signs of erosion or movement of mulch (or pea gravel)?0 1 2 3 N/A Evidence of oil/chemical/accumulation?0 1 2 3 N/A Evidence of standing water? (Ponding, Noticeable Odors, Water Stains, Algae)0 1 2 3 N/A Underdrain system (if equipped) broken/clogged?0 1 2 3 N/A Adequate plant covering present?0 1 2 3 N/A Is vegetation overgrown?0 1 2 3 N/A Dead vegetation/exposed soil?0 1 2 3 N/A Signs of mulch layer thinning (or pea gravel)?0 1 2 3 N/A Stable conveyance out of facility provided?0 1 2 3 N/A Excessive trash/debris/sediment accumlation?0 1 2 3 N/A Evidence of erosion at/around ?0 1 2 3 N/A Complaints from local residents?0 1 2 3 N/A Any public hazards observed (desribe if any)0 1 2 3 N/A *If any 2-3 ratings are given in Sections A-E of this checklist, list corrective actions recommended or completed at the time of this inspection. CORRECTIVE ACTIONS RECOMMENDED TO OWNER COMPLETED AT TIME OF INSPECTION Please attach photographs, with descriptions, showing current condition of system and any defeciencies noted in this inspections B. PRETREATMENT D. OVERFLOW/OUTLET STRUCTURE E. HAZARDS STORMWATER MANAGEMENT FACILITY MAINTENANCE INSPECTION CHECKLIST F. CORRECTIVE ACTIONS* Overall Drainage Area Conditions: Inspector: ________________________________________________________________ Date of Inspection: _________________________________________________________ G. PHOTOGRAPHS BIORETENTION/RAIN GARDEN A. INLET (If not piped, identify as overland flow) C. TREATMENT AREA AND VEGETATION Site Conditions: _____________________________________________________________________________________________________________________________________ Job Number: ____________________________________________________________ Owner Phone Number: ______________________________________________________ NOTE TO INSPECTOR: All personnel entering any confined spaces must take appropriate safety measures and follow applicable OSHA regulations.