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2020-05-12 Agenda with Backup
City Council City of Denton Meeting Agenda City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Work Session Room8:00 AMTuesday, May 12, 2020 CLOSED MEETING BEGINS AT 8:00 A.M. IN THE WORK SESSION ROOM SPECIAL CALLED MEETING BEGINS AT 1:00 P.M. IN THE WORK SESSION ROOM WORK SESSION BEGINS AT 1:00 P.M. IN THE WORK SESSION ROOM (IMMEDIATELY FOLLOWING THE SPECIAL CALLED MEETING IN THE WORK SESSION ROOM) CITY COUNCIL CONSIDERATION OF THE CONSENT AGENDA AND ITEMS FOR INDIVIDUAL CONSIDERATION WILL BEGIN IMMEDIATELY FOLLOWING THE CLOSED MEETING IN THE WORK SESSION ROOM Note: Mayor Chris Watts, Mayor Pro Tem Gerard Hudspeth, and Council Members Keely Briggs, Jesse Davis, John Ryan, Deb Armintor and Paul Meltzer will be participating in the closed meeting, work session, and special called meeting via video/teleconference. REGISTRATION GUIDELINES FOR ADDRESSING THE CITY COUNCIL Due to COVID-19 precautions, members of the public will not be able to attend the May 12 City Council meeting in-person. To accommodate and receive input on agenda items, citizens will be able to participate in one of the following ways (NOTE: Other than public hearings, citizens are only able to comment one time per agenda item; citizens cannot use both methods to comment on a single agenda item. Public comments are not held for work session reports.): • Virtual White Card – On May 8, the agenda was posted online at www.cityofdenton.com/publicmeetings. Once the agenda is posted, a link to the Virtual White Card, an online form, will be made available under the main heading on the webpage. Within this form, citizens may indicate support or opposition and submit a brief comment about a specific agenda item. Comments may be submitted up until the start of the meeting, at which time, the Virtual White Card form will be closed. Similar to when a citizen submits a white card to indicate their position on the item, these comment forms will be sent directly to City Council members and recorded by the City Secretary. City Council Members review comments received in advance of the meeting and take that public input into consideration prior to voting on an agenda item. The Mayor will announce the number of Comment Cards submitted in support or opposition to an item during the public comment period. Comments will not be read during the meeting. The City Secretary will reflect the number of comments submitted in favor/opposition to an item, the registrant’s name, address, and (summary of) comments within the Minutes of the Meeting, as applicable. OR Page 1 Printed on 5/19/2020 May 12, 2020City Council Meeting Agenda • By phone – Citizens wishing to speak over the phone during this Council meeting, may call (940) 349-7800 beginning 30 minutes prior to the meeting start time. Comments by phone will be accepted until the item is opened for discussion by the Council. When the call is initially received, a staff member will receive the caller’s information and either: 1) offer to call the citizen back when it is time for them to speak, or 2) record the caller’s information, support or opposition, and comment. If the caller chooses to record their support or opposition, rather than speaking during the meeting, the Mayor will announce the number of comments submitted in support or opposition to the item. If the caller wishes to receive a call back, the voice of each caller will be broadcast into the meeting during the public commenting time of their desired agenda item. Individuals will be able to comment once per agenda item, no matter the method. • At regular meetings only, citizens can speak on any topic that is not on the agenda (Open Microphone). Alert the call taker if you wish to speak under the Open Microphone category. If you would like to give a public report, see the information below. After determining that a quorum is present, the City Council of the City of Denton, Texas will convene in a Closed Meeting on Tuesday, May 12, 2020, at 8:00 a.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas at which the following items will be considered: 1. Closed Meeting: Deliberations regarding Personnel Matters - Under Government Code Section 551.074. Conduct City Auditor candidate interviews and discuss and deliberate regarding the evaluation of candidates and the appointment/employment of a City Auditor. ID 20-929A. 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. B. Adjournment of the Closed Meeting. After determining that a quorum is present, the City Council of the City of Denton, Texas will convene in a Special Called Meeting on Tuesday, May 12, 2020, at 1:00 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: SPECIAL CALLED MEETING 1. Item for Individual Consideration Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, extending the effective period of the declaration of disaster concerning Green Tree Estates, a subdivision located within the limits of the City, to July 31, 2020; authorizing the continued expenditure of a total amount not to exceed $100,000 during this entire disaster declaration period as authorized by City Council on November 15, 2019; and, providing an effective date. ID 20-960A. Page 2 Printed on 5/19/2020 May 12, 2020City Council Meeting Agenda Exhibit 1 - Agenda Information Sheet Exhibit 2 - Presentation Exhibit 3 - Ordinance Exhibit 4 - Meeting Notification Attachments: After determining that a quorum is present, the City Council of the City of Denton, Texas will convene in a Work Session on Tuesday, May 12, 2020, at 1:00 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 any item listed on the Consent Agenda prior to its consideration. Each speaker will be given a total of three (3) minutes to address any item(s). Any person who wishes to address the City Council regarding these items may do so by utilizing the "By Phone" registration process as referenced under the REGISTRATION GUIDELINES FOR ADDRESSING THE CITY COUNCIL detailed at the beginning of this agenda. Registration is required prior to the time the City Council considers this item. Registrants may call in and remain on hold or receive a call back at the time the Work Session is called to Order and are encouraged to ensure they remain accessible to accept the call. 2. Requests for clarification of agenda items listed on this agenda. 3. Work Session Reports Receive a report, hold a discussion, and give staff direction regarding an update to the City of Denton’s COVID-19 response. ID 20-864A. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Presentation Attachments: Receive a report, hold a discussion and give staff direction regarding emergency credit and collection measures and reopening strategy. ID 20-315B. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Presentation Attachments: Receive a report, hold a discussion, and give staff direction regarding an internal audit of Capital Projects Administration - Planning and Design. ID 20-729C. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Audit Response Cover Letter Exhibit 3 - Audit of Capital Projects Admin. - Planning and Design Exhibit 4 - Presentation Attachments: Receive a report, hold a discussion, and give staff direction regarding an internal audit of Capital Projects Administration - Property Acquisition. ID 20-730D. Page 3 Printed on 5/19/2020 May 12, 2020City Council Meeting Agenda Exhibit 1 - Agenda Information Sheet Exhibit 2 - Audit Response Cover Letter Exhibit 3 - Audit of Capital Projects Admin. - Property Acquisition Exhibit 4 - Presentation Attachments: Receive a report, hold a discussion, and give staff direction regarding an internal audit of Capital Projects Administration - Construction. ID 20-912E. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Audit Response Cover Letter Exhibit 3 - Audit of Capital Projects Administration - Construction Exhibit 4 - Presentation Attachments: NOTE: Any item for which a formal action at the Special Called Meeting has been taken by Council may be subject to a request for a motion for reconsideration at any time during the meeting, at the Concluding Items Section, or after the meeting. In order to comply with the Texas Open Meetings Act, a request for a motion for reconsideration made during, at the end of, or after a Council meeting will be placed on the agenda and considered at the next official meeting of the City Council. Following the completion of the Work Session, the City Council will reconvene in the Special Called Meeting to consider the following items: 1. CONSENT AGENDA Each of these items is recommended by Staff and approval thereof will be strictly on the basis of the Staff recommendations. Approval of the Consent Agenda authorizes the City Manager or his designee to implement each item in accordance with the Staff recommendations. The City Council has received background information and has had an opportunity to raise questions regarding these items prior to consideration. Listed below are bids, purchase orders, contracts, and other items to be approved under the Consent Agenda (Agenda Items A – H). 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, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract with 7 Arrows Land Staff, LLC, for easement/property acquisition services for the Capital Improvement Program for Denton Municipal Electric; providing for the expenditure of funds therefor; and providing an effective date (RFQ 6862 - awarded to 7 Arrows Land Staff, LLC, for three (3) years, with the option for two (2) additional one (1) year extensions, in a total five (5) year not-to-exceed amount of $430,000). ID 20-904A. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Project List Exhibit 3 - Evaluation Sheet Exhibit 4 - LLC Members Exhibit 5 - Ordinance and Contract Attachments: Page 4 Printed on 5/19/2020 May 12, 2020City Council Meeting Agenda 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 Power Engineers, Inc., for program management, construction inspection services, and professional engineering services for the Capital Improvement Program for Denton Municipal Electric; providing for the expenditure of funds therefor; and providing an effective date (RFQ 6862 - awarded to Power Engineers, Inc., for three (3) years, with the option for two (2) additional one (1) year extensions, in a total five (5) year not-to-exceed amount of $5,070,304.) ID 20-905B. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Project List Exhibit 3 - Evaluation Sheet 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 MasterTurf Products and Services, Inc., for the top-dressing of parks and athletic fields for the Parks and Recreation Department; providing for the expenditure of funds therefore; and providing an effective date (RFP 7289 - awarded to MasterTurf Products and Services, Inc., for one (1) year, with the option for four (4) additional one (1) year extensions, in the total five (5) year not-to-exceed amount of $400,000). ID 20-906C. 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 Lexipol, LLC, for the customized policy management, update, and training solution for the Fire Department, which is the sole provider of this service, in accordance with Texas Local Government Code 252.022, which provides that procurement of commodities and services that are available from one source are exempt from competitive bidding, and if over $50,000 shall be awarded by the governing body; and providing an effective date (File 7279 - awarded to Lexipol, LLC, in the five (5) year not-to-exceed amount of $81,837). ID 20-907D. Exhibit 1 - Agenda Information Sheet Exhibit 2 - LLC Members 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 Lexipol, LLC, for the customized policy management, update, and training solution for the Police Department, which is the sole provider of this service, in accordance with Texas Local Government Code 252.022, which provides that procurement of commodities and services that are available from one source are exempt from competitive bidding, and if over $50,000 shall be awarded by the governing body; and providing an effective date (File 7279 - awarded to Lexipol, LLC, in the five (5) year not-to-exceed amount of ID 20-908E. Page 5 Printed on 5/19/2020 May 12, 2020City Council Meeting Agenda $131,571). Exhibit 1 - Agenda Information Sheet Exhibit 2 - LLC Members Exhibit 3 - Ordinance and Contract Attachments: Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, rejecting any and all competitive proposals under RFP 7288 for the Oracle HCM Implementation for the City of Denton Human Resource Department; and providing an effective date (RFP 7288). ID 20-911F. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance Attachments: Consider approval of the minutes of April 30 and May 5, 2020.ID 20-953G. Exhibit A - April 30, 2020 Minutes Draft Exhibit B - May 5, 2020 Minutes Draft Attachments: Consider adoption of an ordinance authorizing an encroachment agreement between the City of Denton, as Grantor, and TT of North Texas, Inc., a Texas corporation, as Grantee, regarding the placement of private improvements that encroach into (i) a Sanitary Sewer easement, recorded in Volume 464 Page 188, Deed Records, Denton County, Texas and (ii) a Public Utility Easement, recorded in Volume 1143 Page 125, Deed Records, Denton County, Texas and being in the G. Walker Survey, Abstract No. 1330, City of Denton, Denton County, Texas; providing an effective date. (Honda of Denton Encroachment Agreement request - Mark Laird) ID 20-955H. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Location Map Exhibit 3 - Easement Encroachment exhibit Exhibit 4 - Water and Sewer Utilities exhibit Exhibit 5 - Proposed Hail Canopy exhibit Exhibit 6 - Applicant project narrative letter Exhibit 7 - Vesting Deed Exhibit 8 - Encroachment Easements Exhibit 9 - Encroachment Agreement Exhibit 10 - Secretary of State Corporation members list Exhibit 11 - Draft Ordinance Attachments: 2. ITEMS FOR INDIVIDUAL CONSIDERATION Consider approval of a resolution of the City of Denton regarding the creation of the Legends Ranch Municipal Utility District of Denton County, encompassing approximately 496.136 acres of land located north of U.S. Hwy 380, east of Nail Road, and west of Thomas J. Egan Road, within Division I of the Extraterritorial Jurisdiction of the City of Denton, Texas; and providing an effective date. ID 20-933A. Page 6 Printed on 5/19/2020 May 12, 2020City Council Meeting Agenda Exhibit 1 - Agenda Information Sheet Exhibit 2 - Draft Resolution Exhibit 3 - Resolution Exhibit A - Map Exhibit 4 - Resolution Exhibit B - Legends Ranch MUD Petition Exhibit 5 - Resolution Exhibit C – Conceptual Master Plan Attachments: 3. CONCLUDING ITEMS A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City Council or the public with specific factual information or recitation of policy, or accept a proposal to place the matter on the agenda for an upcoming meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide reports about items of community interest regarding which no action will be taken, to include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; or an announcement involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. B. Possible Continuation of Closed Meeting topics, above posted. 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 8th day of May, 2020 at 4:10 p.m. __________________________________________ CITY SECRETARY NOTE: THE CITY OF DENTON'S DESIGNATED PUBLIC MEETING FACILITIES ARE ACCESSIBLE IN ACCORDANCE WITH THE AMERICANS WITH DISABILITIES ACT. THE CITY WILL PROVIDE ACCOMMODATION, SUCH AS SIGN LANGUAGE INTERPRETERS FOR THE HEARING IMPAIRED, IF REQUESTED AT LEAST 48 HOURS IN ADVANCE OF THE SCHEDULED MEETING. PLEASE CALL THE CITY SECRETARY'S OFFICE AT 940-349-8309 OR USE TELECOMMUNICATIONS DEVICES FOR THE DEAF (TDD) BY CALLING 1-800-RELAY-TX SO THAT REASONABLE ACCOMMODATION CAN BE ARRANGED. Page 7 Printed on 5/19/2020 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-929,Version:1 AGENDA CAPTION Deliberations regarding Personnel Matters - Under Government Code Section 551.074. Conduct City Auditor candidate interviews and discuss and deliberate regarding the evaluation of candidates and the appointment/employment of a City Auditor. City of Denton Printed on 5/8/2020Page 1 of 1 powered by Legistar™ City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-960,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,a Texas home-rule municipal corporation,extending the effective period of the declaration of disaster concerning Green Tree Estates,a subdivision located within the limits of the City,to July 31,2020;authorizing the continued expenditure of a total amount not to exceed $100,000 during this entire disaster declaration period as authorized by City Council on November 15,2019; and, providing an effective date. City of Denton Printed on 5/8/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office CM/ DCM/ ACM: Mario Canizares, Deputy City Manager DATE: May 12, 2020 SUBJECT Consider adoption of Ordinance of the City of Denton, a Texas home-rule municipal corporation, extending the effective period of the declaration of disaster concerning Green Tree Estates, a subdivision located within the limits of the City, to July 31, 2020; authorizing the continued expenditure of a total amount not to exceed $100,000 during this entire disaster declaration period as authorized by City Council on November 15, 2019; and, providing an effective date. BACKGROUND The owner and operator of a water well at Green Tree Estates previously provided water to Green Tree Estates residents. On or about the middle of October, the Owner informed the City and water customers that he will stop operating the well Nov. 15, 2019 – eliminating the only source of water for these customers. This cessation was enacted, as anticipated, on Nov. 15. Neither the City nor the Owner required connection of Green Tree Estates to the City system. The Owner was given the option to connect and elected not to. Prior to Cessation Prior to cessation, the City held numerous discussions with the property owner, the Texas Commission on Environmental Quality (TCEQ), and the Public Utility Commission (PUC) of Texas to provide sufficient notification regarding the cessation of water services for the water system customers. The TCEQ maintained that the system was not a public water supply since it served less than 25 people and had less than 15 connections. The PUC maintained that the system was not a retail utility since the owner claimed he had not received payment for the water. The City has argued to the contrary, due to population estimates reported by residents and reports that water payments were made to the system Owner. In the event the system would qualify as a public system, the Owner would be required to follow a procedure the cessation of services that includes an extended notification period (no less than 120 days). Temporary Water Provision In the fall of 2019, staff evaluated alternatives and plans for temporary emergency potable and non-potable water service to Green Tree Estates. Staff proposed the provision of shower trailers and restroom facilities to be placed at Green Tree estates; however, at the Nov. 11 public meeting and Nov. 12 City Council Work Session, residents requested the City provide large water tanks for temporary, non-potable water use at each residence. In recognition of this request, Council directed staff to make large water tanks available to each residence for non-potable uses. A Declaration of Disaster was signed on Nov. 13 to allow the rapid mobilization of resources for the temporary provision of water. This Declaration was extended for 90 days and a budget was established of $100,000 by the Council on Nov. 15. The City delivered to each residence a 55-gallon barrel on Nov. 14 and a 275-gallon tank City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com on of Nov. 18. Residences of 4 or more received a second 275-gallon tank on Nov. 20. The City is refilling the barrels and tanks at each residence three times per week. Beginning February 13, 2020, residents were to be charged (on a monthly basis) $20.59 for one container and $37.75 for two containers. Additionally, the City procured potable water in one-gallon containers for use by the residents of Green Tree when requested. Prior to the expiration of the declaration of disaster on Feb. 12, 2020, the City Council gave direction at the Feb. 4, 2020 work session that it would extend the declaration of disaster by 100 days. This would allow the City to continue providing non-potable and potable water to Green Tree Estates residents through May 22, 2020. At that meeting the Council requested staff: • Work with residents and encourage voluntary courtesy inspection of properties to correct issues that would prevent connection to the City of Denton water system; • Provide additional information to residents and property owners regarding septic requirements; and • Provide additional information to residents regarding the costs of connecting to the City of Denton water system. Staff subsequently delivered additional information to the City Council at their February 18 Work Session regarding on-site sewer system requirements for Green Tree Estates properties and cost options for extending an existing water main on Evening Wind Road to the Green Tree Estates neighborhood boundary. The cost estimates presented on February 18, which continue to be the current estimates, are below. For connection to the City water system to occur, each Green Tree Estates connection must have a means to dispose of waste water. Based on state statute, and the date of the Green Tree Estates plat, all lots within the Green Tree Estates neighborhood would be able to operate, maintain, and repair existing On-Site Sewage Facilities (OSSFs/septic systems). Installation of new OSSFs are allowed, but it is important to note that they must still conform with all applicable separation distance requirements. Depending on the lot size, it may be challenging for a new system to meet all technical requirements in 30 TAC Ch. 285. Smaller lot sizes also reduce the area in which new water lines can be placed without violating distance requirements. Current Status: As of May 1, no voluntary courtesy inspections have been requested by the residents/property owners nor performed by the City. Habitat for Humanity performed inspections on several of the owner-occupied properties; however, aside from knowledge that some minor repairs were recommended to the residents, details of those inspections were not provided to the City. After the February 4 Council Work Session, City staff began enforcement proceedings against unoccupied, substandard structures in the neighborhood. As of May 1, 13 structures have received permits for demolition with 10structures having been demolished. City staff provided an abundance of information in English and Spanish to Green Tree Estates residents and property owners in early March. This communication included information on on-site sewage systems, inspection information, FAQs, and the steps and costs of connecting to the City of Denton Water system. The City also planned two neighborhood outreach events in the Spring to gather property information and to discuss connection on a one-on-one basis with residents. Unfortunately, due to the COVID-19 pandemic and associated restrictions, those events were cancelled. Temporary non-potable water continues to be provided three times per week to each occupied residence. While billing continues, and payments are accepted, the city is not discontinuing water provision for non-payment. This is in keeping with the current Order of Council related to the COVID-19 pandemic. As of May 1, no Green Tree Estates property owners have requested to connect to the City of Denton water system. The current declaration of disaster will expire on May 23, 2020. On that date, temporary water service to the residences will cease and the city will lose its ability to lawfully access properties to deliver water. Below is a listing of the last known property owners and residents in the Green Tree Estates neighborhood that were presented to the City Council on May 5. It is the City’s understanding that new tenants have moved into the residence at 4003 Hilltop Lane. Council Direction at May 5 Work Session On May 5, 2020, the City Council received an update on Green Tree Estates and, after discussion, provided staff with the following direction: 1. The City of Denton will be extending the Emergency Declaration to July 31, 2020. 2. The City of Denton would waive the $9,204 cost of line extension, provided: a. After May 5, no new customers in GTE can establish water service with the City; b. By June 12 – City Customer Service Inspections are completed; c. By June 12 – a head of household living at GTE must establish a City utility account in their name; d. By July 3 – Fee simple property owners of record who wish to connect to the City water system must pay the $6,938 tap, meter, and impact fee; e. On July 14 – a report to the City Council on the progress made by property owners for connecting to the City’s water system; f. By July 17 – City staff will have installed water meters for those that have paid tap, meter, and impact fees; and g. By July 24 – Residences are connected to the City’s water system. Connected residences will become regular water customers. 3. On July 31, 2020, at 11:59 p.m., the emergency declaration and temporary water service ceases at Green Tree Estates. ID Taxpayer (Owner)HS Address Legal Acres Appraised Val Owner- Occupied Name: Owner/Renter 20400 JEFFERY, VIRGINIA RUTH TRUST No 4010 HILLTOP LN 76208-6715 0.1721 $20,340 Ednna Guajordo 20403 (CO) GOVAN, EARL No 4003 HILLTOP LN 76208-6714 0.2548 $8,458 Lupe Lazarin 20406 VILLARREAL, OSIEL & GLADIS No 4011 HILLTOP LN 76208-6714 0.1721 $10,836 x Gladis Sato 20407 PEREZ, RENE & BARBARA No 4015 HILLTOP LN 76208-6714 0.1721 $7,024 Lupe Lazarin 20410 (CO) GOVAN, EARL No 4002 HICKORY LN 76208-6716 0.179 $11,937 Tracy Owens 20349 PEVEHOUSE, JONATHAN R No 4008 HICKORY LN TX 76208-6716 0.1721 $56,228 x Jonathan Pevehouse 20356 NICKLESS, ROBERT W Yes 4016 HICKORY LN TX 0.1722 $7,513 x Robert Nickless 20416 NICKLESS, REESE No 4009 HICKORY LN 76208-6717 0.1721 $3,750 x Reese Nickless 20413 RODDY, DONALD PIERCE No 6502 WILLOW LN TX 76208-6712 0.1924 $10,490 Thomas Smith 20419 VENCES, ORALIA No 6514 WILLOW LN TX 76208-6712 0.1721 $8,128 Nancy Salazar 20423 SALDANA, HOMERO No 6509 WILLOW LN TX 76208-6713 0.2617 $7,978 x Homer Saldana 20428 SALDANA, HOMERO No 6509 WILLOW LN 76208-6713 0.1721 $11,582 Elva Hernandez 20437 VENCES, ORALIA No 4007 MEADOW LN TX 76208-6710 0.1721 $8,300 20436 RODDY, DONALD PIERCE No MEADOW LN 0.2066 $4,013 Alfredo Contreras A draft ordinance is attached to this agenda item. FISCAL INFORMATION Based on the Council direction, the potential financial impact to the City would be an estimated $9,204 for the main line extension and an additional estimated $13,000 (for the temporary provision of water from May 23 through July 31). As of April 24, a total of $49,542.07 has been expended under the Green Tree Estates declaration of disaster. PRIOR ACTION Nov. 15, 2019 – Declaration of Disaster Dec. 10, 2019 – Council Work Session discussion and direction Feb. 4, 2020 – Extension of Declaration of Disaster; Council Work Session discussion and direction Feb. 18, 2020 – Council Work Session discussion and direction May 5, 2020 – Council Work Session discussion and direction EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Presentation Exhibit 3 – Ordinance Exhibit 4 – Meeting Notification Respectfully submitted: Ryan Adams Deputy Director of Public Affairs/IGR Green Tree Estates Update May 12, 2020 May 5 Direction from Council •The City of Denton will be extending the Emergency Declaration to July 31, 2020. •The City of Denton would waive the $9,204 cost of line extension, provided: •After May 5:No new customers at GTE can establish water service with the City; •June 12:City Customer Service Inspections are completed; (CC Date: June 16) •June 12: A head of household living at GTE must establish a City utility account in their name; (CC Date: June 16) •July 3: Fee simple property owners of record must pay the $6,938 tap, meter, and impact fee to connect; •July 14: A report to City Council on the progress made with property owners for connecting to the City’s water system; •July 17:City staff will have installed water meters for those that have paid tap, meter, and impact fees; and (CC Date: July 21) •July 24: Residences are connected to the City’s water system. Connected residences will become regular water customers. (CC Date: July 28) •On July 31, 2020, at 11:59 p.m., the emergency declaration and temporary water service ceases at Green Tree Estates. (CC Date: August 4) Note: the CC Date is the City Council meeting date immediately after the milestone established for the properties at Green Tree Estates. Notification •A notification letter was sent on May 8 •Addressed to all property owners and tenants •Notification in English and Spanish EXHIBIT “1” EXHIBIT “2” 1 # • ' i f : •' • • i ' 1 *, •' 111!! . . .,# l WHEREAS, the Green Tree Estates Subdivision is a residential subdivision of 52 lots located within the southern limits af the City of Denton; WHEREAS, water service for the residents of Green Tree Estates is provided by a private water pravider with a privately maintained water well and distribution infrastructure system all contained and located within the Green Tree Estates subdivision; WHEREAS, the private water provider notified the residents less than thirty days ago that the private water service will cease operation on November 15, 2019; WHEREAS, the cessation of the operation of the private water service af Green Tree Estates constitutes an imminent public health and safety emergency for the Green Tree Estates residents as they will be without patable water far consumption and personal hygiene; WHEREAS, the Mayor of has determined that extraordinary measures must be taken by offering to provide the citizens of Green Tree Estaies with the temparary provision af patable water in small sealed containers far cansumption and personal hygiene, non-potable water in larger containers for other use (including the operation of toilets}, and large containers for storage of non- potable water; r , , -r , r VVHEREAS, the City Cauncil finds that it is in the best interest of the citizens of the City of Denton ta extend the effectiveness af the November 13, 2019 Declaratian of Disaster for an additional 90 days and authorize the expenditure of no more than $100,000 during this period to offer the residents af Green Tree Estates potable water in small sealed containers far consumption and personal hygiene, non-potable water in larger containers for ather use (including the operation of toilets), and large containers for storage of non-potable water; N(7W, THEREFORE, II:I K iiJ[I[7[1y'(1-C J;1 i_ : #-i SECTION lw. The facts, circumstances and recitatians cantained in the preamble of this Ordinance are found and declared to be true and correct; SwECTION 2. The findings set forth in the preamble of this Ordinance are incorporated by reference into the body ofthis Ordinance as if fully set forth herein. SECTION 3. Pursuant to Section 418.108(b), Texas Government Code, and Section 9- 27, City of Denton Code of Ordinances, the effective period of attached Declaration of Disaster executed by the Mayor on November 13, 2019 is extended for an additiona190 days from the date this ordinance to offer the residents of Green Tree Estates potable water in small sealed containers for consumption and personal hygiene, non-potable water in larger containers for other use including the operation of toilets), and large containers for storage of non-potable water; SECTION 4. That the City Manager, or his designee, is authorized to expend from budgeted funds not more than $100,000 during the period set forth above to offer the residents of Green Tree Estates potable water in small sealed containers for consumption and personal hygiene, non-potable water in larger containers for other use (including the operation of toilets), and large containers for storage of non-potable water; and SECTION 5. That this ordinance shall become effective immediately upon its passage aa^wN I r to approve this ordinance was made by H _ --- i...' and was1 ....,,, ......,. a p tv['Y + °l rrr c, ve owde ...bY I Mayor Chris Watts: Gerard Hudspeth, District 1: Keely G. Briggs, District 2: Jesse Davis, District 3: John Ryan, District 4: Deb Armintor, At Large Place 5 Paul Meltzer, At Large Place 6: Aye Nay Abstain Absent PASSED AND APPROVED this the " ,',, ATTEST: ROSA RIOS, CITY SECRETARY day ofNovember, 19, i °°` n.n.,,.,.._. ,.. CHRIS 'a ATTS, MAYOR Ty- BY: ' u m. APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY i BY: w. n C r, " i - 6 .,, i' w ti w My 1 wa: 1 ''' ! ,1 •. ' WHEREAS, the Green Tree Estates Subdivision is a residential subdivision of 52 lots located within the sauthern limits of the City of Denton; WHEREAS, water service for the residents of Green Tree Estates is provided by a private water provider with a privately maintained water well and distribution infrastructure system all cantained and lacated within the Green Tree Estates subdivisian; WHEREAS, the private water pravider notified the residents less than thirty days ago that the private water service will cease operatian an November 15, 2019; WHEREAS, the cessatian of the operation of the private water service of Green Tree Estates canstitutes an immineni public health and safety emergency for the Green Tree Estates residents as they will be withaut potable water for consumptian and persanal hygiene; WHEREAS, the Mayor of has determined that extraordinary measures must be taken by affering to provide the citizens of Green Tree Estates with the temporary provision af potable water in small sealed containers for cansumption and personal hygiene, nan-potable water in larger containers for other use (including the operation af toilets}, and large containers for storage of nan- potable water NOW, THE FORE, BE IT PROCLAIMED BY THE MAYOR OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION: 1. That a local state of disaster is declared for the Green Tree Estates subdivisian, located in the City of Dentan, pursuant to Section 418.108(a), Texas Government Code, and Section 9-21, City of Denton Cade of Ordinances; 2. Pursuant ta Section 418.018(b), Texas Government Code, and Section 9-27, City of Denton Code of (7rdinances, the state af disaster shall continue for a period of not more than seven days fram the date of this declaration unless continued or renewed by the City Council af the City af Denton; 3. Pursuant ta Section 418.018(c), Texas Gavernment Code, and Section 9-25, City of Denton Code af Ordinances, this declaratian of a local state af disaster shall be given prompt and general publicity and shall be filed promptly with the City Secretary; 4. This declaration af local state af disaster for the Green Tree Estates subdivision grants the Mayar the powers set forth in Section 9-22, City of Denton Cade of Ordinances, ta enable the City ta offer the residents of Green Tree Estates potable water in small sealed cantainers for consumption and personal hygiene, non-potable water in larger containers for other use including the aperatian of toilets), and large containers for storage of nan-patable water; and That this proclamation shall take effect immediately from and after its issuance. Declaration of D saster (Green Tree Estates), Page 1 of 2 ORDERED this the 13t" day of November, 2019. CITY OF DENTON xas r°t. r 1' ' 1 a Te A i.^ 1 r w_ .... , e i WATTS, w'i "1 OR ATTEST: ROSA RIOS, CITY SECRETARY 7 BY: ""' " ° . J, APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: _.... ..... .. . Declaration of Disaster (Green Tree Estates), Page 2 of 2 m EXHIBIT “3” ORDINANCE NO. 2Q-293 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, EXTENDING THE EFFECTIVE PERIOD OF THE DECLARATION OF DISASTER CONCERNING GREEN TREE ESTATES, A SUBDIVISION LOCATED WITHIN THE LIMITS OF THE CITY, TO MAY 22, 2020; AUTHORIZING THE CONTINUED EXPENDITURE OF AMOUNTS NOT TO EXCEED $100,000 DURING THIS EXTENDED PERIOD AS AUTHORIZED BY CITY COUNCIL ON NOVEMBER 15, 2019; AND, PROVIDING AN EFFECTIVE DATE. WHEREAS, on November 13, 2019, the Mayor executed a Declaration of Disaster concerning Green Tree Estates (a copy the Declaration is attached as Exhibit "A"); WHEREAS, on November 15, 2019, the City Council, by ardinance, extended the Declaration of Disaster for an additional ninety days ("Disaster Declaration Period") and authorized the City Manager to expend from budgeted funds not more than $100,000 during the Disaster Declaration Period to assist the residents of Green Tree Estates (a copy of Ordinance No. 19-2784 is attached as ;ribit "B"); WHEREAS, the City Council finds that it is in the best interest of the citizens of the City of Denton to extend the Disaster Declaration Period to May 22, 2020 ("isaster Declaration Period") and continue the City Manager's authorization for the expenditure of no more than 100,000 during the Disaster Declaration Period for the City to continue to offer the residents of Green Tree Estates potable water in small sealed containers for consumption and personal hygiene, non-potable water in larger containers for other use (including the operation of toilets), and large containers for storage ofnon-potable water; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The facts, circumstances and recitations contained in the preamble of this Ordinance, including those set forth in Exhibits "A" and "B", are found and declared to be true and correct; SECTION 2. The findings set forth in the preamble of this Ordinance, including those set forth in E i i:ts "A" and "B", are incorporated by reference into the body of this Ordinance as if fully set forth herein. SECTION 3. Pursuant to Section 418.108(b), Texas Government Code, and Section 9- 27, City of Denton Code of Ordinances, the effective period of Declaration of Disaster executed by the Mayor on November 13, 2019, and extended for an additional ninety days by the City Council under Ordinance No. 19-2784, is extended until May 22, 2020 so the City may continue to offer the residents of Green Tree Estates potable water in small sealed containers for consumption and personal hygiene, non-potable water in larger containers for other use (including the operation oftoilets), and large containers for storage of non-potable water; S:C"."T(1 4. That the City Manager, or his designee, is authorized to expend from budgeted funds not more than $100,000 during the Disaster Declaration Period set forth above to offer the residents of Green Tree Estates potable water in small sealed containers for consumption and personal hygiene, non-potable water in larger containers for other use (including the operation of toilets), and large containers for storage of non-potable water; and SECTION 5. That this ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by p 6,pP .i9U , g seco [ded by 4i GLL %F`7 . , and was assed and a roved b the followin vote _]: Mayor Chris Watts: Gerard Hudspeth, District 1: Keely G. Briggs, District 2: Jesse Davis, District 3: John Ryan, District 4: Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 6: Aye Nay Y Abstain Absent PASSED AND APPROVED this the " day of February, 2020. h CHRIS W S, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: ,,,. APPROVED AS TO LEGAL FORM: AARON LEAL, CITY A°"t RNEY BY: EXHIBI T "A" DE LARA TI;+i . 'A W t JHER S th .r Tree Estates 5 sivn i r s de ati l subdivi o 5 'wa lc cated within the a th rn limits c f the CYity ' J ntvn; WHEREAS, wat r serv far the residents af Green °T ;states is provided by a private water r wider t. priv tely m in ained wat r r re11 nt disiri ution i rfrastru ture systern all containe and lacated vv th the Gr en "Tree stat subdivisit n, w"-,E;.,5, th q hvate wat r p°c,n°c° r otified th r sidents less than thirty day go that the private water rvice will cea: o a radian c n 'av r ber 1 S, 201"; WHEF.EA, Che y M oian af the c p ration af the priv te w ter serv c rf" reen Tree states cQnstit tes an immin nt p lic he ltl attd safetiy en r ncy for the CJree Tr e state residents as they , b i Nma v a.abl :-M for consumpfic n ar p. a.< hygien, WHEREA, ths Ivi yor c f u d te tha extra4rdinary me s res mu t be tak r by offerin tt prcavide cit zr.s o' Gree l : G vith the t rn vrary pror ian Qf pc tab water fn srnall al d containers for consaxrn atzor azad perso al ay ene, n-t:aue vw ter in lar e contain rs for otl r se (n ludin ihe r p r t.ion c ft i ets), a.d Iar e cc,.: 'r W tara, o'ns n- pc table tater•, W, THE.$"0,, E IT PRC)(T,A ME.I) B rfi TI ME1,Y 31. (F " DS:: GI"T'Y" f" t I TTC}I, iL,,S C)-,t,JI.. ML1"N.:'AL C([:..'ti:)N. 1. a lacal ,ta e af asi:r is decl red f ar the C'.rr en Tre+ Estate subdivi i r W located in e Czty c f Denton, p rsuant ta Secti+n kl. ,1 C98 a, Tex s Cx a a a: C"de, and ectic n 9-21, CM'ity c f l enic n ot f:din nces; Pursuant to Seeti n 418.}j T' Cr ver re a.M c dep ar d ti n -27, :'.ty 4f i7er tor ode o` }rdira".°,, th state vf dis tex ll c ntin,r f r a pe iod c f rA c t m r than seven day fa om th d of thxs n al raiion unl ss c nti; or r er+ec by th Cxty G unci c the City of ent ar; 3. ursuant ta 'ctioz i 18.01 (c), T Gaverrir:ni c de, ar ction -S, iiy af Denton ade of (rdinanc s, t tis deciaraticrr c' locai state ca' disaster shall b gi wµ° ,"°apt and ge era au Ii ity .. ha11 be filed p° vi th itv •:ary; 4. This declara ics ,, It cal state f disasier fvr a ::n Tre °;states subdivi.an rants tk ;yar t e povv rs sat fi rkh in S ctio 9-2, "ity c f w°.a, C o i c f '.°e t r enat i the Ciiy t ffer tla ° id nts r i Ur en Txee s a s psafiable wazer in sma11 sealed con ainers cr consumptic and pe son l h-°,cun, a r-cttabl wa e l e conta n r for ot a r use w i udin p a.c;wr c f tc i t, and l rge c.ata ers fc r icarage c fr-uw le wat r a.d S. 'That this prcrc arn a shall tal effect irs r aedi tely fra rr;d a te its issuance. ciar t rar c m a s• (; n `Y; r Est„ Page 1:"2 ORDERF` this the i 3t' day af I vvember, 2Q 9. C " :" DE iTQN, aTe slatam—rul ,ic iN a.n bu`y a°tis 1 , _ ae.e....._.._........... _ _. A'TTEST; RO" RI 35, CIT'Y C f'"ARY BY` ; r w . . ,, % _. „ . r,. !m _ ___ 1:'Rt V I :5 "Ttl 1.tsA', F° AA.Rt l i L AI.,,, ":""" i iAt,:''EY BY ...;.;r. ,,odrv.. f %j, l yw,°._rv,,, „ ,,, ..,,, I i :." :''llWni.P m Dectarat:w "Disaster (Green Tree states}, s' of2 i+PY°1 5,"`"'"" i : : i : ORDINANCE NO, 19-2%$4 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, EXTENDING THE EFFECTIVE PERIOD OF THE DECLARATION OF DISASTER EXECUTED BY THE MAYOR ON NOVEMBER 13, 2019; AUTHORIZING THE EXPENDITURE OF AMOUNTS NOT TO EXCEED $100,000 DURING THIS PERIOD; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Green Tree Estates Subdivision is a residential subdi:si of 52 lots located within the southern limits of the City of Denton; WHEREAS, water service for the residents of Green Tree Estates is provided by a private water provider with a privately maintained water well and distribution infrastructure system all contained and located within the Green Tree Esta.tes subdivision; WHEREAS, the private water provider notified the residents less than thirty days ago that the private water service will cease operation an November 15, 2019; V HEREAS, the cessation of the operatian of the private water service of Green Tree Estates constitutes an imminent public health and safety emergency for the Green Tree Estates residents as they will be without potable water for consumption and personal hygiene; WHEREAS, the Mayor of has determined that extraordinary meastares must be taken by offering to provide the citizens of Green Tree Estates with the temporary provision of potable water in small sealed containers for cansumption and personal hygiene, non-potable water in larger containers for other use (including the operation oftoilets), and large containers for storage ofnon- potable water; WHEREAS, on November 13, 2019, the Mayor executed a Declaration of Disaster regarding Green Tree Estates (a copy is attached as Exhibit "A"); WHEREAS, the City Council finds that it is in the best interest of the citizens of the City of Denton to extend the effectiveness of the November 13, 2019 Declaration of Disaster for an additiona190 days and authorize the expenditure of no more than $100,000 duxing this period to offer the residents of Green Tree Estates potable water in smali sealed containers for consumption and personal hygiene, non-potable water in larger containers for ather use (including the operation of toilets), and large containers for storage ofnon-potable water; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY OR.DAINS: SECTION 1. The facts, circumstances and recitations contained in the preamble of this rdinance are found a.nd deciared to be true and correct; SECTION 2. The findings set forth in the preamble ofthis Ordinance are incorporated by reference into the body of this Ordinance as if fully set forth herein. SECTION 3. Pursuant to Section 418.108(b), Texas Government Code, and Section 9- 27, City of Denton Code of Ordinances, the effective period of attached Declaration of I isaster executed by the Mayor on November 13, 2019 is extended for an additiona190 days from the date this ordinance to offer the residents of Green Tree Estates potable water in small sealed containers for consumption and personal hygiene, non-potable water in larger containers for other use including the operation oftoilets}, and large containers for storage of non-potable water; SECTION 4. That the City Manager, or his designee, is authorized to expend from budgeted funds not more than $100,000 during the period set forth above to offer the residents of Green Tree Estates potable water in small sealed containers for consumption and personal hygiene, non-potable water in larger containers for other use (including the operation of toilets), and large containers for storage of non-potable water; and SECTION 5. That this ordinance shall become effective immediately upon its passage at l p roval. The n c tir r to approve this ordinance was made by seconded by ,j f j-s,,p— , and was pass d aii. ppz•c v y t e folar wz g vQte -' ]: Mayor Chris Watts: Gerard Hudspeth, District 1: Keely G. Briggs, District 2: Jesse Davis, District 3: John Ryan, District 4: Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 6: Aye Nay m° Abstain Absent PASSED AND APPROVED this the ',' day of November, ' : 19, ,,j W. __ ..... _.. ...... CHRTS q"Vv"ATTS, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: ..`..," '.° APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: EX I IT "A" DECLARATIfl DI5ASTER WHEREAS, the Green Tree Estates Subdivision is a residentiai subdivision of 52 lots Iocated within the southern limits of the City of Denton; WHEREAS, water service for the residents of Green Tree Estates is provided by a private water provider with a privately maintained water well and distribution infrastructure systern all contained and located within the Green Tree Estates subdivision; WHEREAS, the private water provider notified the residents less than thirty days ago that the private water service will cease oper t,on on November 15, 2019; WHEREAS, the cessation of the operation of the private water service of Green Tree Estates constitutes an imminent public health and safety emergency for the Green Tree Estates residents as they will be without pota.ble water for consumption and personal hygiene; WHEREAS, the Mayor of has determined that extraordinary measures must be taken by offering to provide the citizens of Green Tree Estates with the temporaxy provision of potable water in srnall sealed containers for consumption and persona] hygiene, non-potable water in larger containers for othex use (including the operation of toilets), and large containers for storage of non- patable water; NOW, THEREFORE, BE IT PROCLAIMED BY THE MAYOR OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION: l. That a local state of disaster is declared for the Green Tree Estates subdivision, located in the City of Denton, pursuant to Section 418.108(a), Texas Government Code, and Section 9-21, City of Denton Code of Ordinances; 2. Pursuant to Section 418.018(b), Texas Government Code, and Section 9-27, City of Denton Code of Ordinances, the state af disaster shall continue for a period of not more than seven days from the date of this declaration unless continued or renewed by the City Council of the City of Denton; 3. Pursu nt to Section 418.018(c), Texas Gavernment Code, and Section 9-25, City of Denton Code of Ordinances, this declaration of a local state of disaster shall be given prompt and general publicity and shall be filed promptly with the City Secretary; 4. This declarati af local state of disaster for the Green Tree Estates subdivision grants the Mayor the powers set forth in Section 9-22, City of Denton Code of Ordinances, to enable the City to offer the residents of Green Tree Estates patable water in small sealed containers for consumptian and personal hygiene, non-potable water in larger containers for other use including the operation of toilets), and large containers £or storage of non-potable water; and 5. That this procl m tican shall take effect immediately from and after its issuance. Declaration of Disaster (Green Tree Estates), Page 1 of 2 ORDERED this the 13t" day ofNovember, 2019. CITY OF DENTON a Texas h ine-ru °°i.i a1 m F•i S WATTS,mMAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: ,,. m._ ... _... APPROVED AS TO LEGAL FbRM: AARON LEAL, CITY ATTl3RNEY a , ,._.. BY: e....." _.,_... . _._ .. Declaration of Disaster (Green Tree Estates), Page 2 of 2 Public Affairs Department 215 E. McKinney St., Denton, TX 76201 (940) 349-8565 OUR CORE VALUES Integrity Fiscal Responsibility Transparency Outstanding Customer Service ADA/EOE/ADEA www.cityofdenton.com TDD (800) 735-2989 May 7, 2020 NOTICE TO GREEN TREE ESTATES RESIDENTS AND PROPERTY OWNERS Dear Property Owner and Resident in Green Tree Estates: At the Tuesday, May 5, 2020 Denton City Council meeting, there was a briefing by City staff regarding the water service status at Green Tree Estates (GTE). The briefing consisted of an overview of activities and actions by the City since the declaration of disaster commenced in November 2019. Information presented to the City Council included: The existing declaration is set to expire on May 22, 2020; The City of Denton is providing temporary water to residents three times per week; The information relating to connecting to the City’s water system; The status of the City addressing the concerns of dilapidated, unoccupied structures as described by the residents in the neighborhood; The input provided by residents and property owners at the most recent virtual meeting held on May 4, 2020. This included the request to extend the emergency declaration timeline until May 2021; A staff recommendation to extend the emergency declaration until July 31, 2020; and An alternative proposal for the extension of the emergency declaration until November 13, 2020. After a lengthy discussion and debate, the City Council provided direction to City staff. The City Council also requested that their direction is conveyed to both fee simple property owners and residents in the Green Tree Estates neighborhood. The following is the direction that the Denton City Council provided on May 5, 2020: 1. The City of Denton will be extending the Emergency Declaration to July 31, 2020. 2. The City of Denton would waive the $9,204 cost of line extension, provided: a. After May 5, no new customers in GTE can establish water service with the City; b. By June 12 – City Customer Service Inspections are completed; c. By June 12 – a head of household living at GTE must establish a City utility account in their name; d. By July 3 – Fee simple property owners of record who wish to connect to the City water system must pay the $6,938 tap, meter, and impact fee; e. On July 14 – a report to the City Council on the progress made by property owners for connecting to the City’s water system; f. By July 17 – City staff will have installed water meters for those that have paid tap, meter, and impact fees; and Public Affairs Department 215 E. McKinney St., Denton, TX 76201 (940) 349-8565 OUR CORE VALUES Integrity Fiscal Responsibility Transparency Outstanding Customer Service ADA/EOE/ADEA www.cityofdenton.com TDD (800) 735-2989 g. By July 24 – Residences are connected to the City’s water system. Connected residences will become regular water customers. 3. On July 31, 2020, at 11:59 p.m., the emergency declaration and temporary water service ceases at Green Tree Estates. The City Council was clear that the City stands ready to deploy the permanent solution for water service for the property owners at Green Tree Estates. Property owners are advised to contact City staff so that the milestones described above are met. At the end of this letter are the contact information for the respective department and city staff member that can assist residents and property owners with connection. May 12 City Council Meeting On May 12, 2020, the City Council will consider approval of the extension of the declaration of disaster as described above. Members of the public will have the opportunity to sign up to speak to the City Council on this item. Additionally, a Spanish-language interpretation will be provided for the Green Tree Estates agenda item. Council Meeting Information Date/Time: 1:00 p.m. on Tuesday, May 12, 2020 Viewing in English: Residents may view the meeting live on the DTV cable channel or stream the meeting at www.cityofdenton.com/dtv. Viewing in Spanish: The City will provide a call-in number where residents may access a live Spanish-language interpretation of the meeting as it is being broadcast on the cable channel and streamed online. The call-in information is below: Phone Number: +1 (312) 626 6799 Meeting ID: 988 1287 6322 Public Comment: Members of the public may speak to the City Council regarding Green Tree Estates. To speak to the council, please call 940-349-7800 beginning at 12:30 p.m. on the meeting date. City staff will record your phone number and call you back when the Council is ready to take public comment. An interpreter will be available if needed. The City Council Work Session time is subject to change prior to the posting of the final agenda on Friday, May 1, 2020. The final agenda, when posted, will be available at www.cityofdenton.com/publicmeetings. Please direct questions via email to Ryan Adams, Deputy Director of Public Affairs, at Ryan.Adams@cityofdenton.com or call (940) 349-8565. Questions in Spanish may be directed to Deborah Viera at Deborah.Viera@cityofdenton.com or (940) 349-7162. Public Affairs Department 215 E. McKinney St., Denton, TX 76201 (940) 349-8565 OUR CORE VALUES Integrity Fiscal Responsibility Transparency Outstanding Customer Service ADA/EOE/ADEA www.cityofdenton.com TDD (800) 735-2989 For establishing a water account: Customer Service Department Christa Foster, Customer Service Manager 940-349-7412 For City inspections: Development Services Department Scott McDonald, Director of Development Services 940-349-8539 For connecting to City Water: Water Utilities Department Becky Diviney, Deputy Director of Water/Wastewater 940-349-8461 Public Affairs Department 215 E. McKinney St., Denton, TX 76201 (940) 349-8565 OUR CORE VALUES Integrity Fiscal Responsibility Transparency Outstanding Customer Service ADA/EOE/ADEA www.cityofdenton.com TDD (800) 735-2989 el 7 de mayo de 2020 AVISO A LOS RESIDENTES Y PROPIETARIOS DE LOS GREEN TREE ESTATES Estimado propietario y residente en Green Tree Estates: En la junta del Consejo Municipal de la Ciudad de Denton del martes 5 de mayo de 2020, el personal de la Ciudad hizo una sesión informativa sobre el estado del servicio de agua en Green Tree Estates (GTE). La sesión informativa consistió en una descripción general de las actividades y acciones de la Ciudad desde que comenzó la declaración de desastre en noviembre de 2019. La información presentada al Consejo Municipal incluyó: La declaración existente expirará el 22 de mayo de 2020; La Ciudad de Denton está proporcionando agua temporal a los residentes tres veces por semana; La información relacionada con la conexión al sistema de agua de la Ciudad; El estado de la Ciudad en abordando las preocupaciones de estructuras en ruinas y desocupadas según lo descrito por los residentes del vecindario; El aporte proporcionado por los residentes y propietarios en la reunión virtual más reciente que fue el 4 de mayo de 2020. Esto incluyó la solicitud de extender el plazo de la declaración de emergencia hasta mayo de 2021; Una recomendación del personal para extender la declaración de emergencia hasta el 31 de julio de 2020; y Una propuesta alternativa para la extensión de la declaración de emergencia hasta el 13 de noviembre de 2020. Después de una larga discusión y debate, el Consejo Municipal proporcionó instrucciones al personal de la Ciudad. El Consejo Municipal también solicitó que su dirección se transmita tanto a los propietarios de pleno dominio como a los residentes en el vecindario de Green Tree Estates. La siguiente es la dirección que proporcionó el Consejo Municipal de Denton el 5 de mayo de 2020: 1. La Ciudad de Denton extenderá la Declaración de Emergencia hasta el 31 de julio de 2020. 2. La Ciudad de Denton renunciara el costo de $9,204 de extensión de línea, siempre que: a. Después del 5 de mayo, ningún nuevo residente en GTE puede establecer un servicio de agua con la Ciudad; b. Para el 12 de junio - Se completan las inspecciones de Servicio al Cliente de la Ciudad; Public Affairs Department 215 E. McKinney St., Denton, TX 76201 (940) 349-8565 OUR CORE VALUES Integrity Fiscal Responsibility Transparency Outstanding Customer Service ADA/EOE/ADEA www.cityofdenton.com TDD (800) 735-2989 c. Para el 12 de junio - La cabeza de la familia que vive en GTE debe establecer una cuenta de servicios públicos de la Ciudad en su nombre; d. Para el 3 de julio - Los propietarios de pleno dominio que deseen conectarse al sistema de agua de la Ciudad deben pagar la tarifa de $6,938 por grifo, medidor y pago de impacto; e. El 14 de julio - Un informe se dará al Consejo Municipal sobre el progreso realizado por los propietarios para conectarse al sistema de agua de la Ciudad; f. Para el 17 de julio - El personal de la Ciudad habrá instalado medidores de agua para los que han pagado tarifas de grifo, medidor e impacto; y g. Para el 24 de julio - Las residencias están conectadas al sistema de agua de la Ciudad. Las residencias conectadas se convertirán en clientes regulares de agua. 3. El 31 de julio de 2020, a las 11:59 p.m., la declaración de emergencia y el servicio temporal de agua se terminará en Green Tree Estates. El Consejo Municipal fue claro que la Ciudad está lista para implementar la solución permanente para el servicio de agua para los propietarios de Green Tree Estates. Se aconseja a los propietarios que se comuniquen con el personal de la Ciudad para que se cumplan los hitos descritos anteriormente. Al final de esta carta se encuentra la información de contacto del respectivo departamento y miembro del personal de la Ciudad que puede ayudar a los residentes y propietarios a conectarse. 12 de mayo Junta del Consejo Municipal El 12 de mayo de 2020, el Consejo Municipal considerará la aprobación de la extensión de la declaración de desastre como se describió anteriormente. Los miembros del público tendrán la oportunidad de inscribirse para hablar con el Consejo Municipal sobre este tema. Además, se proporcionará una interpretación en español para el tema de la agenda de Green Tree Estates. Información de la Junta del Consejo Fecha/Hora: 1:00 p.m. el martes 12 de mayo de 2020 Par verlo en inglés: Los residentes pueden ver la reunión en vivo en el canal de cable DTV o transmitir la reunión en www.cityofdenton.com/dtv Para verlo en español: La Ciudad proporcionará un número para que los residentes puedan acceder a una interpretación en vivo de la sesión en español mientras se transmite por el canal de cable y se transmite en línea. La información de la llamada está a abajo: Número de teléfono: +1 (312) 626 6799 ID de la junta: 988 1287 6322 Comentario público: Los miembros del público pueden hablar con el Consejo Municipal sobre Green Tree Estates. Para hablar con el Consejo, llame al Public Affairs Department 215 E. McKinney St., Denton, TX 76201 (940) 349-8565 OUR CORE VALUES Integrity Fiscal Responsibility Transparency Outstanding Customer Service ADA/EOE/ADEA www.cityofdenton.com TDD (800) 735-2989 940-349-7800 a partir de las 12:30 p.m. en la fecha de la junta. El personal de la Ciudad registrará su número de teléfono y le devolverá la llamada cuando el Consejo esté listo para recibir comentarios públicos. Un intérprete estará disponible si es necesario. El horario de la sesión de trabajo del Consejo Municipal está sujeto a cambiar antes de la publicación de la agenda final el viernes, 1 de mayo de 2020. La agenda final, cuando se publique, estará disponible en www.cityofdenton.com/publicmeetings. Por favor dirija sus preguntas por correo electrónico a Ryan Adams, Subdirector de Asuntos Públicos, a Ryan.Adams@cityofdenton.com o llame al (940) 349-8565. Preguntas en español se pueden dirigirse a Deborah Viera a Deborah.Viera@cityofdenton.com o al (940) 349-7162. Para establecer una cuenta de agua: Departamento de Servicio al Cliente Christa Foster, Gerente de Servicio al Cliente 940-349-7412 Para inspecciones de la Ciudad: Departamento de Servicios de Desarrollo Scott McDonald, Director de Servicios de Desarrollo 940-349-8539 Para conectarse a Agua de la Cuidad: Departamento de Servicios de Agua Becky Diviney, Subdirectora de Agua/Aguas Residuales 940-349-8461 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-864,Version:1 AGENDA CAPTION Receive a report,hold a discussion,and give staff direction regarding an update to the City of Denton’s COVID -19 response. City of Denton Printed on 5/8/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office CM/ DCM/ ACM: Todd Hileman DATE: May 12, 2020 SUBJECT Receive a report, hold a discussion, and give staff direction regarding an update to the City of Denton’s COVID-19 response. BACKGROUND Beginning in December 2019, a novel coronavirus, now designated SARS-CoV2 which causes the disease COVID-19, has spread throughout the world and has now been declared a global pandemic by the World Health Organization. Likewise, both the President of the United States and the Governor of Texas have declared states of emergency regarding the disease. Symptoms of COVID-19 include fever, coughing, and shortness of breath, and in some cases the virus has caused death. This work session report will provide an update on the City of Denton COVID-19 response. Prior reports and presentations were also presented to City Council on March 17, March 20, March 31, April 6, April 21, April 30, and May 5. A presentation and any back up material will be provided to the City Council before the meeting and posted online. OPTIONS N/A RECOMMENDATION N/A ESTIMATED SCHEDULE OF PROJECT N/A PRIOR ACTION/REVIEW (Council, Boards, Commissions) May 5 – Council approved a New Order April 30 – Council extended the Declaration of Disaster and Approved a New Order April 6 – Council approved a new Declaration of Disaster and Order March 31 – Council postponed item for consideration on Second Mayoral Declaration of Disaster and Order March 24 – Second Mayoral Declaration of Disaster and Order March 20 – Adoption of Ordinance 20-740 Amending Council Declaration of Local Disaster and Order March 17 – Adoption of Ordinance 20-720 Extending and Modifying Mayoral Declaration City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com March 13 – Mayoral Declaration of Local Disaster and Order EXHIBITS Exhibit 1 – Agenda Information SheetExhibit 2 – Presentation Respectfully submitted: Sarah Kuechler Chief of Staff Prepared by: Ryan Adams Deputy Director of Public Affairs/IGR Work SessionUpdate on COVID-19 ResponseMay 12, 20201Tuesday, May 12, 2020 Background2•Local Disaster Declarations and Orders for Public Health Emergency•March 13, first Mayoral declaration and order•March 17, City Council extended with the term of the declaration through April 30, unless otherwise modified•March 20, City Council further amended •March 24, second Mayoral declaration and order to Stay At Home•March 31, Council postponed extending or amending order due to Governor’s statewide order•April 6, Council approved a new declaration and order effective until April 30•April 30, Council extended declaration and approved a new order effective until May 15•May 5, Council approved a new order effective until May 31•Staff provided updates on the City’s response to COVID-19 during work sessions on March 17, March 20, March 31, April 6, April 21, April 30, and May 5Tuesday, May 12, 2020 Overview of Updates3•State Updates•Governor Abbott’s Executive Order GA-21•Direction to State Agencies to Test Nursing Home Residents•Announcement of State Program for Federal Funding to Local Jurisdictions•Other Updates•Denton County OPEN Grant Program•Denton County Public Health Drive-Thru TestingTuesday, May 12, 2020 State Updates4 Governor Abbott’s Executive Order (GA-21)GA-21 was issued by the Governor on Tuesday, May 55Beginning on Tuesday, May 5:•Order specified that the 25% occupancy limit for restaurants does not apply to customers seated in outdoor areas•Wedding venues and services may open with indoor services limited to 25% occupancy; occupancy limits do not apply to the outdoor areasTuesday, May 12, 2020Beginning on Friday, May 8:•Cosmetology salons, hair salons, barber shops, nail salons and shops, and other establishment where licensed cosmetologists or barbers practice their trade may open•Swimming pools may open subject to certain limitations, including on their occupancy or operating levels Governor Abbott’s Executive Order (GA-21)6Beginning on Monday, May 18:•Office Buildings may open with the greater of (i) 5 or less individuals or (ii) 25% of the total office workforce•Gyms, Exercise Facilities, and Exercise Classes may open at 25% occupancy (locker rooms and shower facilities will remain closed, but restrooms may open)•Non-Essential Manufacturing Services facilities may operate at 25% occupancyTuesday, May 12, 2020Addressed school graduations:•Schools may conduct graduation ceremonies consistent with the minimum standard health protocols found in guidance issued by Texas Education Agency (TEA)•Outdoor in-person ceremonies allowed after June 1 in any Texas county Governor’s Direction on Nursing Homes•On Monday, May 11, Governor Abbott directed the Texas Health and Human Services Commission (HHSC), the Texas Division of Emergency Management (TDEM), and the Texas Department of State Health Services (DSHS) to test 100% of residents and staff in Texas nursing homes•The Governor instructed HHSC, TDEM, and DSHS to develop and implement a plan based on the guidance of Vice President Mike Pence and Doctor Deborah Birx•City staff will report on more details as available7Tuesday, May 12, 2020 State Announcement on Federal Funding•On Monday, May 11, the State announced a program to distribute federal Coronavirus Relief Funding (CRF) to local jurisdictions •Funds can be used for direct coronavirus related expenses incurred before Dec. 30, 2020; the funding cannot be used to fill revenue shortfalls•Funding Breakdown:oThe state of Texas was allocated $11.24 billion of CRF funding through the CARES ActoOf that $11.24 billion, 45% ($5.06 billion) will be made available for cities and counties1. Of that $5.06 billion, the U.S. Department of Treasury allocated $3.2 billion directly to the 6 cities and 12 counties with a population greater than 500,0002. The State announced the remaining $1.85 billion will be made available to cities and counties in the rest of the state8Tuesday, May 12, 2020 State Announcement on Federal Funding1. Cities below 500,000 population within Counties exceeding 500,000 population•Direct Treasury disbursements to the 12 counties were calculated based on their population, less the total population inside cities larger than 500,000•e.g. Dallas County calculation was less the City of Dallas population•Per Governor’s letter, these 12 counties that received direct funding are expected to use their funds to address expenses incurred by incorporated areas with a population less than 500,000, as well as unincorporated areas•Cities within these counties should seek funding for COVID expenses from the county9Tuesday, May 12, 20202. Counties below 500,000 population and the Cities within them•These counties and cities are eligible to apply for a per capita allocation from the state•County allocations to be calculated on the population in the unincorporated areas of the county•First allocation will be made on a $55 per capita basis•20% will be released initially upon certification that grant terms will be followed•The remaining released on a reimbursement basis •City staff prepared an ISR last Friday to communicate various funding opportunities being explored and advocacy efforts•Staff plans to continue with a weekly ISR for updates10Tuesday, May 12, 2020COVID Funding Updates and Opportunities Other Updates11 Denton County OPEN Grant Program•Denton County announced a new grant program last Friday called OPEN (Operational Plan for Economic Normalization)•Offering grants of up to $10,000 for local businesses that have been closed the longest and negatively impacted by the COVID-19 pandemic•Initial phase includes $2.2 million in non-taxpayer funds•Applications will be accepted beginning at noon on Wed., May 13, through noon on Wed., May 20.•Information is available at dentoncounty.gov/open•Questions about the program can be answered by calling 940-349-4280 from 8 a.m. to 5 p.m. M-F or via email at OPENgrants@dentoncounty.gov12Tuesday, May 12, 2020 Denton County Public Health Drive-Thru Testing13Tuesday, May 12, 2020•DCPH will offer drive-thru testing centers with dates, times, and locations announced through DentonCounty.gov/COVIDtestingand on social media•Next event is this Friday, May 15 from 8 a.m. to 12 p.m. at Braswell High School, 26750 E University Dr, Aubrey TX 76227•Must pre-register by calling (940) 349-2585•Eligibility include individuals with COVID-19 symptoms within the previous 7 days OR critical infrastructure workers with or without symptoms•Find other testing locations through DSHS site at: dshs.state.tx.us/coronavirus/testing.aspx 14Thursday, April 30, 2020 Questions?15Tuesday, May 12, 2020 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-315,Version:1 AGENDA CAPTION Receive a report,hold a discussion and give staff direction regarding emergency credit and collection measures and reopening strategy. City of Denton Printed on 5/8/2020Page 1 of 1 powered by Legistar™ City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: Finance CFO: Antonio Puente, Jr. DATE: May 12, 2020 SUBJECT Receive a report, hold a discussion and give staff direction regarding emergency credit and collection measures and reopening strategy. BACKGROUND Due to the COVID-19 pandemic, Customer Service has suspended all collections activities. Effective March 13 all interruptions and courtesy calls were suspended. Late fee and interest assessment were suspended on March 25 and all fees and interest assessed from March 1 -24 were credited back to customer accounts. Friendly reminder calls regarding past due balances were also suspended. RECOMMENDATION Staff recommends a phased approach toward normal processes throughout the summer and early fall. FISCAL INFORMATION Currently 4.5% of all active accounts are eligible for interruption of services (versus the 1.2% average over the last two years). Past due balances have exceeded $943K and nearly 30 residential and multi-family customers have accumulated balances over $1,000. Prepaid metering has $20K in outstanding balances with more than 35 accounts owing greater than $200. There are currently over $32K in returned payments which have not been rectified and more than $65K in closed accounts which have not gone to collections. Collections account balances will exceed $120K by May 31, 2020. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Presentation to PUB scheduled May 11, 2020 EXHIBITS Exhibit 1 - Agenda Information Sheet Exhibit 2 - Presentation Prepared by: Christa Foster Customer Service Manager 940-349-7412 Respectfully submitted: David Gaines, 349-8069 Finance Director Christa Foster -Customer Service May 12, 2020 City Council Presentation Credit & Collections Follow-up ID# 20-315 (1/14) 05/12/20 Objectives ID# 20-315 (2/14) 05/12/20 Active Accounts with Past Due Balances Review the current state Review the proposed reopening plan Other Collection Activities Review the current state Review the proposed reopening plan Request Council Approval of Recommendations Update on Other Departmental Collection Activities Pandemic Response Suspension of Collection Activities on Active Accounts No Late Fees or Interest Have Been Charged Since March 1 No Service Interruptions Since March 13 Suspension of Collection Activities on Closed Accounts No Collection Calls or Letters No Outside Collection Agency Referrals Ensure All Customers Have Access to Essential Utilities ID# 20-315 (3/14) 05/12/20 Pandemic Response (Cont.) COVID-19 Resource Navigation Line (United Way) Residents and Businesses Can Call for Help Locating Resources Businesses Can Get Referrals to Subject Matter Experts $100K Emergency COVID-19 Funding for United Way 86 Families Have Received Housing and Utility Assistance $48K Remaining Assistance Funds Additional $50K Emergency Relief Through Interfaith Ministries ($185.5K total for current year) 68 Families Have Received Utility Assistance $112K Remaining Assistance Funds ID# 20-315 (4/14) 05/12/20 State and city charter prohibit debt forgiveness by municipal utilities. Continued unchecked balance growth threatens customer ability to recover. Delinquent Active Account Overview 2,660 post paid accounts are currently eligible for interruption 4.5% of all accounts versus 1.2% monthly average $921K in past due balances 29 residential and multi-family accounts over $1,000 due 175 past due accounts with no payments in over 90 days 215 past due accounts never having made a payment ID# 20-315 (5/14) 05/12/20 $- $200,000.00 $400,000.00 $600,000.00 $800,000.00 $1,000,000.00 Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Delinquent Active Account Overview (Cont.) 160 pre-paid accounts are currently eligible for interruption 28.5% of all Pay As You Go accounts $22K in past outstanding balances 41 accounts over $200 due ID# 20-315 (6/14) 05/12/20 $- $5,000.00 $10,000.00 $15,000.00 $20,000.00 $25,000.00 Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep 60 Day Plan If Phased Collections are Reinstated June 1st June Provide a message on past due bills, send two courtesy calls indicating the following: Past due balances showing on the July bill will be eligible to interruption Customer should make payment or call for arrangements Will offer Pay As You Go to allow deposit to help customer relieve outstanding balance Will offer up to 6 month payment plans for customers staying on post paid service Will offer Pay As You Go with debt recovery for customers needing longer than 6 months Encourage customers to contact Interfaith Ministries or the United Way for assistance No Interruptions, Fees or Interest Assessed Amounts on payment agreements will not accrue fees or interest for the lifetime of the agreement ID# 20-315 (7/14) 05/12/20 60 Day Plan (Cont.) July Continue encouraging customers to contact Interfaith Ministries and United Way for Assistance Normal bill message Interruption of Services for Past Due Balances Will still allow arrangements of outstanding balances to ensure customers can be restored No fees or interest assessed August Continue encouraging customers to contact Interfaith Ministries and United Way for Assistance Normal processes followed Fees and interest assessed for any new past due balances or interruptions ID# 20-315 (8/14) 05/12/20 Other Account Collections Collection activities on closed accounts Collection activities on returned payments $32K in outstanding returns $22K Commercial returned payments $10K Residential returned payments ID# 20-315 (9/14) 05/12/20 Final Balance Due In Automated Call (16 Days) Collection Letter (23 Days) Collection Date (90 Days) Count Total Outstanding January 2020 2/3/2020-3/4/2020 2/10/2020-3/11/2020 3/31/2020 150 $31,190.90 February 2020 3/5/2020-4/2/2020 3/12/2020-4/9/2020 4/30/2020 150 $35,247.39 March 2020 4/3/2020-5/3/2020 4/10/2020-5/10/2020 5/31/2020 231 $57,598.85 60 Day Plan (Cont.) Returned Checks June send standard return check letters for collection –No interruptions Return payment interruptions resume in July Collections Activities on Closed Accounts ID# 20-315 (10/14) 05/12/20 Account Closed Automated Call (16 Days) Collection Letter (23 Days) Collection Date (90 Days) January 2020 June 7/31/2020 February 2020 June 7/31/2020 March 2020 June July 8/31/2020 April 2020 June July 9/30/2020 May 2020 Return to normal process Recommendations Customer Service requests Council approve a phased reintroduction of collection activities effective June 1, 2020. Courtesy contacts only throughout June Interruptions and collection agency referrals begin in July All fees and interest resume in August Return to normal operation in August Customer Service will allow up to 6 month payment agreements for post paid accounts and utilization of Pay As You Go debt recovery for longer arrangement needs. Unique situations may be handled on a case by case basis ID# 20-315 (11/14) 05/12/20 Follow-Up on Debt Performance COVID-19 impacts may not be reflected until 2021 Debt growth has slowed, but is still being monitored closely Early data indicates Pay As You Go as positive influencer in debt performance Continue current deposit & collections processes Focus on growth of the Pay As You Go prepaid metering program as a debt containment strategy which reduces customer financial burden ID# 20-315 (12/14) 05/12/20 $0 $20 $40 $60 $80 $100 Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug SepThousands 2016-17 2017-18 2018-19 Other Departmental Collections Update Fire/EMS suspended all outside collection activities April 29, 2020 and will follow the same reintroduction practices as Customer Service. Municipal Court operates under direction of the Office of Court Administration (OCA) and the Denton City Judge Court proceedings and collections have been suspended by direction of OCA No activities may be resumed prior to June 1, 2020 Municipal Court activities will be phased in following direction of OCA and the City Judge ID# 20-315 (13/14) 05/12/20 Questions? Christa Foster ID# 20-315 (14/14) 05/12/20 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-729,Version:1 AGENDA CAPTION Receive a report,hold a discussion,and give staff direction regarding an internal audit of Capital Projects Administration - Planning and Design. City of Denton Printed on 5/8/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Internal Audit STAFF AUDITOR: Madison Rorschach DATE: May 12, 2020 SUBJECT Receive a report, hold a discussion, and give staff direction regarding an internal audit of Capital Projects Administration – Planning and Design. BACKGROUND The capital projects administration process is used to manage and execute the design and construction of horizontal capital improvement projects, including roadways, bridges, water lines, sewer lines, and more. The City is currently estimated to expend about $270 million to complete the capital improvement programs reviewed as part of this audit. Due to the complexity of this process, the results of the audit have been split into three separate reports: I. Planning & Design; II. Property Acquisition; and III. Construction. The City Auditor’s Office has completed an audit report of the capital projects administration – planning & design process as scheduled on the FY18-19 audit plan. This report reviewed approximately $25 million in expenditures for project design agreements as well as the project planning and design review processes. RECOMMENDATION Staff recommends approval of the Audit of Capital Projects Administration – Planning & Design. . PRIOR ACTION/REVIEW (Council, Boards, Commissions) On March 17, 2020 the Audit Finance Committee received a report of Capital Projects Administration – Planning and Design and recommended moving this item forward for the City Council’s consideration. EXHIBITS 1. Agenda Information Sheet 2. Audit Response Cover Letter 3. Audit of Capital Projects Administration – Planning & Design 4. Presentation Respectfully submitted: Madison Rorschach, 940-349-7228 Staff Auditor City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com Audit Response Cover Letter Capital Projects Planning & Design OUR CORE VALUES Integrity Fiscal Responsibility Transparency Outstanding Customer Service ADA/EOE/ADEA www.cityofdenton.com TDD (800) 735-2989 March 12, 2020 City Auditor Acknowledgement The City Auditor’s Office has completed a performance audit of the Capital Projects Administration Planning & Design processes. We conducted this performance audit in accordance with generally accepted government auditing standards. Those standards require that we plan and perform the audit to obtain sufficient, appropriate evidence to provide a reasonable basis for our findings and conclusions based on our audit objectives. We believe that the evidence obtained provides a reasonable basis for our findings and conclusions based on our audit objectives. City Attorney Acknowledgement The City Attorney’s Office was engaged in this Audit only to provide legal opinions to the City Auditor and City Management related to competitive procurement statutes. The legal opinions are provided to the Audit and Finance Committee and the City Council under separate memorandum to preserve attorney-client privilege. The City Attorney’s Office does not express an opinion to either the Audit’s findings and recommendations or City Management responses to Audit’s findings and recommendations. Capital Projects Acknowledgement The Capital Projects department has reviewed the Auditor’s report and generally concur with the report findings. Some of the findings are in alignment with the department’s own internal assessment. The department is currently working on standardized documentation and process controls that address some of the findings. As demonstrated in the report, the Capital Projects department continues to provide engineering services and deliver City’s capital projects while firmly adhering to the City’s core values, best practices, and state law. Procurement & Compliance Acknowledgement Procurement & Compliance have reviewed the report and management responses. The Procurement & Compliance Department will continue to refine the procurement processes and documentation in compliance with applicable statutes. City Manager’s Office/Review Team Acknowledgement The City Manager’s Office and Review Team have had an opportunity to provide input, respond to and review the Planning & Design Audit prior to the findings being shared with the Audit & Finance Committee and City Council. Staff has addressed findings noted in the audit and will continue to implement best practices, develop standard operating procedures, and refine 2 processes to manage the budget, document and adhere to the project schedule, and ensure quality end products. AUDIT OF CAPITAL PROJECTS ADMINISTRATION Planning & Design ABSTRACT Inconsistencies in planning and review processes have resulted in project delays in the past. These issues appear to be generally improving; however, documentation is limited. Developing, formalizing, and implementing additional processes could facilitate consistent management practices across capital projects in the future. City Auditor’s Office The City of Denton Internal Audit Report May 2020 Audit of Capital Projects Administration: Planning & Design Page2 Table of Contents Executive Summary ............................................................................................................................3 Introduction .............................................................................................................................................. 6 Management Responsibility ..................................................................................................................... 6 Audit Objectives, Scope, and Methodology.............................................................................................. 6 Background ............................................................................................................................................... 7 What Works Well ............................................................................................................................. 11 Funding of New Projects Appear to Have Been Better Planned ............................................................. 11 Debt Capacity Evaluation is Adequate .................................................................................................... 12 All Design Amendments were Appropriately Approved ......................................................................... 13 Opportunities for Improvement ....................................................................................................... 14 Project Planning Inconsistencies May Have Resulted in Additional Costs ............................................. 14 Design Quality Review and Assurance Processes Should Be Further Refined ........................................ 17 Project Performance Monitoring & Evaluation Processes Can Be Further Improved ............................ 19 Current CIP Design Procurement Method May Present Risks ................................................................ 20 Appendix A: Management Response Summary ................................................................................. 23 Appendix B: Comparison of Debt Burden .......................................................................................... 25 Appendix C: Design Agreement Timeline & Summary ........................................................................ 28 The City of Denton Internal Audit Report May 2020 Audit of Capital Projects Administration: Planning & Design Page3 Executive Summary Honorable Mayor and members of the City Council, The City Auditor’s Office has completed a performance audit of the Capital Projects Administration Planning & Design processes. The objective of this audit was to evaluate if the City’s resources are being used economically and efficiently, and adequate controls over capital project planning and design processes. Salient Findings: • Projects we reviewed were generally initiated by previous Engineering Services management and appear to have typically been underfunded causing delays in the schedule. This situation led to the issuance of additional debt and the postponement of some previously proposed projects. The current administration’s improved budgeting practices have significantly decreased these funding gaps in the past year. • While amendments to a design contract may sometimes be necessary, they may also indicate a possible lack of proper planning. For this reason, we reviewed each design agreement amendment to determine the cause of the change: o The majority of design amendment changes (about 65% of cost) were caused by issues with the previous administration’s planning processes, costing the City time and money. o About 19% of other amendment costs were to amend the design contracts to include additional right of way acquisition services. Though originally unplanned, Engineering Services felt these services were needed due to unanticipated staffing shortages in the City’s Real Estate Division. o The remaining 1% of amendment costs were discussed as part of the Bonnie Brae and Scripture Roundabout Investigation, which was presented to the City Council on February 25th, 2020. • Multiple design agreements were issued for three projects indicating that there were some planning issues as follows: o Plans were completed for the Hickory Creek II project, but construction was delayed for about 10 years by the previous administration. This required the current administration to revise the plans before completing construction. Revisions cost the City about $200,000, which was avoidable if the construction had begun more timely. o About $300,000 were spent on a design agreement to prepare up to the 30% design plans for Bonnie Brae IV by the previous administration. Due to the previous administration’s lack of planning, a second agreement then had to be issued to complete this design by the current administration. It is not clear how much of prior work was useful in the final design. The City of Denton Internal Audit Report May 2020 Audit of Capital Projects Administration: Planning & Design Page4 o About $800,000 were spent on a Design-Build1 contract executed by the previous administration to develop 30% schematics for McKinney Street improvements from Woodrow Lane to Grissom Road. A second Design-Bid-Build2 agreement was issued by the current administration to complete construction from Loop 288 to Grissom, which is a subset of the previous scope. At this point, the City chose not to move forward with the originally planned design-build method due to time restrictions on regional funding that were not fully considered before the original contract was executed. • For the Project Planning Phase, the Project Management Manual (Dec. 2017) requires Engineering Services to develop a Project Charter and a Project Plan; including a Communication Plan, Responsibility Plan, and Risk Management Plan; for each project. We observed that this documentation was not complete during work accomplished by the previous and the current administrations. • For the Project Design Phase, the Manual requires Engineering Services to develop Plans Specifications and Estimates (PS&E) to be used in the Bid Phase for each project. Denton’s Engineering Services, like many organizations, uses a 30-60-90% design process for its general government capital improvement projects. This process is intended to provide the stakeholders multiple opportunities to review the project’s design while also focusing efforts to ensure that the project’s final plans, specifications, and estimates meet the stakeholder’s needs. However, we found that only one project (Bonnie Brae Phase IV) had retained sets of plans at all three design stages; additionally, two projects had plans up to their current design stage (Bonnie Brae VI and Hickory Creek III). All other projects were missing at least one set of design plans that should have been available for review – including those projects whose design begun under the current administration. Without these plans it is difficult to tell when each stage of design was complete. • The Project Management Manual provides a list of the project manager’s responsibilities during the design phase. The Manual does require the project manager to perform design quality assurance and quality control. The Project Manager is responsible for ensuring that design is completed at each stage and the stakeholders' input from is received for making improvements in the plans. We found that documentation of design review was missing for a substantial number of projects in both administrations. • The Project Management Manual requires Engineering Services’ project managers to provide Project Status Reports during the Construction Phase of the project. Feedback received from City Manager’s Office, City Attorney’s Office and Purchasing Division was not documented, which potentially resulted in this direction being lost or interpreted incorrectly. • According to State law, the City may not select a provider of architectural, engineering, or land surveying services on the bases of competitive bids. Instead the Texas Government Code §2254 (i.e. the Professional Services Procurement Act) requires governmental entities to use certain 1 Under a Design-Build contract one firm is selected to design and build a project. The City’s typical CIP procurement method is Design-Bid- Build, under which different vendors are selected to design and build the project. 2 Under a Design-Bid-Build contract, a firm is hired to design the project and a separate firm is hired via the invitation to bid process for construction. The City of Denton Internal Audit Report May 2020 Audit of Capital Projects Administration: Planning & Design Page5 process when contracting for the professional services of architects, engineers, or surveyors. The Engineering Services Department did not comply with these provisions when selecting professional services listed above for some of the projects we reviewed. The City must comply with State procurement laws and regulations as non-compliance may subject the City to judicial challenge. Section 2254.005 of the Texas Government Code states that “a contract entered into or an arrangement made in violation of [the Professional Services Procurement Act] is void as against public policy.” There may be a risk that the City could be left with little recourse if such an agreement was entered into in violation of the Professional Services Procurement Act. Without adequate documentation there is little assurance that the current procurement practices comply with procurement laws. We appreciate Engineering Services staff for their co-operation. We made seven recommendations in this report. Engineering Services has concurred or partially concurred with all recommendations. Sincerely, Umesh Dalal, City Auditor The City of Denton Internal Audit Report May 2020 Audit of Capital Projects Administration: Planning & Design Page6 Introduction The City Auditor is responsible for providing: (a) an independent appraisal3 of City operations to ensure policies and procedures are in place and complied with, inclusive of purchasing and contracting; (b) information that is accurate and reliable; (c) assurance that assets are properly recorded and safeguarded; (d) assurance that risks are identified and minimized; and (e) assurance that resources are used economically and efficiently and that the City’s objectives are being achieved. The City Auditor’s Office has completed a performance audit of the Capital Projects Administration Planning & Design processes. We conducted this performance audit in accordance with generally accepted government auditing standards. Those standards require that we plan and perform the audit to obtain sufficient, appropriate evidence to provide a reasonable basis for our findings and conclusions based on our audit objectives. We believe that the evidence obtained provides a reasonable basis for our findings and conclusions based on our audit objectives. Management Responsibility City management is responsible for ensuring that resources are managed properly and used in compliance with laws and regulations; programs are achieving their objectives; and services are being provided efficiently, effectively, and economically. Audit Objectives, Scope, and Methodology This report is intended to provide assurance that the City’s resources are being used economically and efficiently by evaluating the existence and adequacy of controls over capital project planning and design processes. Audit fieldwork was conducted during September and October of 2019. The scope of review varied depending on the procedure being performed. The following list summarizes major procedures performed during this time: • Reviewed documentation to develop criteria including industry standards, best practices, policies, and procedures; • Developed a process narrative to identify current control activities, which was certified by the Deputy City Engineer; • Reviewed a targeted sample of capital projects to determine if all controls activities were documented and functioning; • Verified procurement law compliance for a selection of design agreements executed as part of the general government capital projects delivery process; • Interviewed City staff to better understand the history of targeted capital projects including the planning, design, and funding processes; 3 The City of Denton Internal Auditor’s Office is considered structurally independent as defined by generally accepted government auditing standard 3.56. The City of Denton Internal Audit Report May 2020 Audit of Capital Projects Administration: Planning & Design Page7 • Examined minutes and meeting materials from the Special Citizens Bond Advisory Committee from May 2019 through August 2019. Background As of December 2017, The City of Denton’s Engineering Services had established and formalized general project management and delivery procedures in the Project Management Manual, which is based on the Project Management Institute’s Project Management Body of Knowledge (PMBOK). This Manual generally divides the capital improvement project (CIP) management process into six phases as shown below. 1. Initiation 4. Bid 2. Planning 5. Construction 3. Design 6. Close out This audit report generally covers Engineering Services’ processes and controls in the first three project phases.4 This being said, the report also reviews the management of debt as it relates to funding capital projects, which is the responsibility of the Finance Department, and the procurement of project design services, which is primarily the responsibility of the Purchasing Division. In this context, the report focuses on the administration of four major general government CIP programs. Most projects reviewed were initiated by the prior administration – prior to December 2017 – unless specifically identified as follows: • Bonnie Brae Street roadway improvements; o Phases I, II, and III comprises improvements to Bonnie Brae from Vintage Boulevard to Interstate 35E, including improvements on Vintage from Fort Worth Drive (US 377) to Interstate 35W; o Phases IV and V comprises improvements from I-35E to University Drive (US 380); and o Phases VI and VII comprises improvements from University Drive to Loop 288 – initiated after December 2017. Picture 1: Bonnie Brae Blvd CIP • Hickory Creek Road roadway improvements and realignment; 4 The Bid, Construction, and Close Out phases will be covered in a separate audit report. N The City of Denton Internal Audit Report May 2020 Audit of Capital Projects Administration: Planning & Design Page8 o Phases I comprises improvements from Barrel Strap to Teasley Lane; o Phase II comprises improvements from Teasley Lane to Riverpass Drive; o Phase III comprises the improvement and realignment of Hickory Creek from Riverpass straight to Country Club Road (FM 1830) – initiated after December 2017; and o Phase IV comprised of improvements from Country Club to Fort Worth Drive – initiated after December 2017.5 Picture 2: Hickory Creek Rd. CIP • Mayhill Road roadway improvements from University Drive to Colorado Boulevard; and Picture 3: Mayhill Rd. CIP • McKinney Street roadway improvements from Loop 288 to Grissom Road. 5 As of December 2019, Hickory Creek Road Phase IV appears to have been put on hold. N N The City of Denton Internal Audit Report May 2020 Audit of Capital Projects Administration: Planning & Design Page9 Picture 4: McKinney Street CIP At the City of Denton, major capital improvement projects are generally funded through the issuance of debt such as general obligation (GO) bonds and certificates of obligation (CO), which are backed by the full faith and credit of the issuing jurisdiction,6 or revenue bonds, which are secured by a specific revenue stream. In addition, the City may receive additional monies from regional partners such as Denton County, Denton Independent School District, the Texas Department of Transportation, and the North Central Texas Council of Governments (NCTCOG) for certain transportation projects. The budgeted funds for each of the four selected capital improvement programs in our scope as of February 2020 are broken out by source in Figure 1: Figure 1: Select CIP Budgeted Funding Source As of February 2020 (In Millions) The four major CIP programs under review in our audit are typically broken into multiple phases resulting in 16 unique projects. Table 1 shows the status of each of these projects and expected completion date as of February 2020: Table 1: Select CIP Schedule Summary Project Phase Design Agmt. Executed Exp. Completion Bonnie Brae I Construction Oct. 2010 Jun. 2020 Bonnie Brae II Construction Oct. 2010 May 2021 Bonnie Brae III 90% Design Oct. 2010 Sep. 2022 6 While both types are backed by the full faith and credit of the issuing jurisdiction, GO Bonds require voter approval before issuance whereas COs do not. $0 $10 $20 $30 $40 $50 $60 $70 $80 $90 Bonnie Brae Hickory Creek Mayhill McKinneyMillionsRegional Partners GO Bonds COs Other N The City of Denton Internal Audit Report May 2020 Audit of Capital Projects Administration: Planning & Design Page10 Bonnie Brae IVA Construction Mar. 2018 Mar. 2020 Bonnie Brae IVB 100% Design Jan. 2017 Oct. 2022 Bonnie Brae V 60% Design Aug. 2013 Aug. 2022 Bonnie Brae VI 30% Design Sep. 2018 Aug. 2022 Bonnie Brae VII Initiation TBD TBD Hickory Creek I Bid May. 2018 May 2021 Hickory Creek II Construction Apr. 2001 Apr. 2021 Hickory Creek III 60% Design Feb. 2019 Apr. 2022 Hickory Creek IV On Hold NA NA Mayhill Road I Construction Oct. 2010 Apr. 2020 Mayhill Road II (DCTA Bridge) 30% Design Apr. 2019 Dec. 2022 McKinney I Construction Oct. 2018 Mar. 2020 McKinney II Construction Oct. 2019 Mar. 2022 The City of Denton Internal Audit Report May 2020 Audit of Capital Projects Administration: Planning & Design Page11 What Works Well Funding of New Projects Appear to Have Been Better Planned The Project Management Manual identifies several key deliverables based on the Project Management Institute’s PMBOK best practices; for the Project Initiation Phase, the Manual requires Engineering Services to develop high-level objectives, scope, and constraints, including schedule and budget, for each project. The auditors found the following: • The identification of general government CIP is primarily driven by the general obligation bond program process. This process involves a committee of citizens vetting the reasoning and funding of each staff-proposed project and providing a recommendation to the City Council. This recommendation is then reviewed by the City Council who may call a bond election to acquire citizens approval for the proposed debt issuance.7 o Projects in our scope were generally initiated by previous Engineering Services management and appear to have typically been underfunded (see Figure 2) causing delays in the schedule, resulting in the issuance of more debt, and the postponement of some previously proposed projects. The current administration’s improved budgeting practices have significantly decreased these funding gaps in the past year. Figure 2: Select CIP Funding Gap (Millions) o Based on our review of the most recent Citizen Bond Advisory Committee’s meetings (i.e. 2019 Bond Program), staff presented the required high-level information for several potential road CIP projects. These are summarized in Table 2: Table 2: 2019 Bond Election Proposed Road CIP Projects Project Total Cost City Funding of Total Expected Finish Lane Miles Est. Cost (Millions) Bonnie Brae (V, VI, VII) $111.5 $27.0 May 2022 3.00 Hickory Creek (III & IV) $160.0 $34.0 March 2025 5.75 Ryan Road $4.0 $4.0 March 2024 2.00 7 Though there is an expectation that the projects vetted by the citizens committee will be completed with debt approved to be issued by the bond election, bond funds may be used to complete other projects allowed under the bond proposition language. $0 $20 $40 $60 $80 $100 $120 $140 Bonne Brae Hickory Creek Mayhill McKinneyMillionsNov. 2018 Budget Feb. 2020 Budget Est. at Completion The City of Denton Internal Audit Report May 2020 Audit of Capital Projects Administration: Planning & Design Page12 • The most recent bond improvement program’s cost estimates include the following: o Construction and right of way acquisition costs, which are estimated based on historic costs of previous projects and predicted right of way needs; o Incentives and disincentives budget to motivate the construction contractor to finish the project ahead of schedule; and o All other costs are based on the construction and right of way acquisition cost estimates including: design and construction consultant services costs, City staff’s design and construction labor costs, expected inflation (about 1% a month), and contingency funds. Debt Capacity Evaluation is Adequate The Government Finance Officers Association (GFOA) capital planning best practices recommend that the full extent of CIP be considered when developing a multi-year capital plan. As debt is often the City’s primary funding source for CIP, the City’s debt capacity and debt affordability are critical to understanding these financial impacts. The GFOA recommends considering the following factors when evaluating debt capacity: ➢ Statutory or constitutional limitations affecting the debt that can be issued; ➢ Other legal limitations, such as coverage requirements or additional bonds tests imposed by bond covenants; ➢ Measures of the tax and revenue base; ➢ Evaluation of trends relating to the government’s financial performance; ➢ Debt service obligations; ➢ Measures of debt burden on the community; and ➢ Tax-exempt market factors affecting interest costs. Similarly, the GFOA recommends benchmarking to peer cities to determine an “affordable” level of debt; however, this is largely a judgement of management and the City Council. While the management of debt significantly impacts Engineering Services, the evaluation of debt capacity and affordability are the responsibility of the Finance Department. The auditors found the following: • The City of Denton has a comprehensive debt management policy that requires staff to present a comprehensive analysis of debt capacity to the City Council prior to issuing bonds; this analysis includes all factors recommended by the GFOA. o The City’s debt affordability analysis for the potential impacts of the 2019 Bond Program meets these requirements and was generally conservative when forecasting revenues that will pay for expected debt. • The City of Denton appears to have a relatively higher debt burden than its peer cities; however, the City has unique infrastructure (e.g. the Denton Energy Center, municipal-owned Sanitation, Water, and Electric, etc.) that may in part require a higher debt burden. This subject is further explored in Appendix B. The City of Denton Internal Audit Report May 2020 Audit of Capital Projects Administration: Planning & Design Page13 All Design Amendments were Appropriately Approved The City of Denton’s Materials Management and Payment Procedures Manual (updated in May 2018) establishes the following purchasing thresholds: ➢ The City Council has extended a $100,000 authority to the City Manager to approve purchases for general expenditures, 8 which includes: fees, professional services, personal services, and other categories exempted from the bid process by the Texas Local Government Code Chapter 252.022; and ➢ The City Manager has extended authority to the Purchasing Manager to approve purchases and change orders up to $50,000; ➢ Individual expenditures and contracts in excess of $100,000 must be approved by City Council. While the procurement function significantly impacts and is initiated by Engineering Services, compliance with procurement laws and regulations is the primary responsibility of the Purchasing Division. The auditors found the following: • All eleven design agreements reviewed were appropriately approved by the City Council via ordinance. • Eighteen design agreement amendments (for additional details refer Table 12 in Appendix C) were executed for the selected CIP during the audit period as follows: Table 3: Summary of Design Agreement Amendment Approvals Approval Amendments Value By City Council 8 $3,851,568 By the City Manager 5 $278,197 By Purchasing 5 $46,700 Total: 18 $4,176,465 o Based on the Materials Management and Payment Procedures Manual, all amendments were approved according to the delegated authority limits for the City Council, City Manager, and the Purchasing Division. 8 Capital improvement project design agreements are not subject to Chapters 252 or 271 of the Texas Local Government Code. The City of Denton Internal Audit Report May 2020 Audit of Capital Projects Administration: Planning & Design Page14 Opportunities for Improvement Project Planning Inconsistencies May Have Resulted in Additional Costs In total, the 11 professional services agreements reviewed had 18 amendments, which are summarized in Table 4 below. A timeline of design agreements and associated amendments is presented in Table 11 in Appendix C. While amendments to a design contract may sometimes be necessary, they may also indicate a possibility of a lack of proper planning. For this reason, we reviewed each design agreement amendment to determine the cause of the change. Table 4: Design Agreement Summary Project(s) Total Design Value Design Amendments9 Estimate at Completion10 Bonnie Brae I, II, & III $5,444,253 $0 $60,529,000 Bonnie Brae IVA & IVB $1,569,982 $1,277,406 $17,700,000 Bonnie Brae V $1,103,010 $271,813 $9,376,040 Bonnie Brae VI $2,429,240 $397,760 $27,800,000 Hickory Creek Road I $296,884 $56,884 $3,000,000 Hickory Creek Road II $441,250 $225,550 $6,600,000 Hickory Creek Road III & IV $3,342,509 $0 $43,000,000 McKinney I & II $3,382,100 $2,023,800 $16,683,000 Mayhill Road I & II (DCTA Bridge) $7,059,738 $2,558,208 $84,794,999 Total Design Agreement Value: $25,068,965 $6,811,421 $269,483,039 What We Found? • The majority of design amendment changes (about 65%) were caused by issues with the previous administration’s planning processes – costing the City time and money (see Figure 3): Figure 3: Explanation of Design Amendment Costs o Unavoidable changes include amendment costs (about 15%) incurred in order to responded to external forces. For example, certain regulations changes or the 9 Amendment Values include the cost of secondary design agreements (i.e. those entered into after an original agreement had been executed). 10 Estimates at completion are based on Engineering Services CIP Reporting Dashboard as of 2/21/20. Prev. Admin. Planning Issues 65% Unavoidable Changes 15% Outside ROW Acquisition Services 19% Project Redesign 1% Cur. Admin. Unplanned Costs 20% The City of Denton Internal Audit Report May 2020 Audit of Capital Projects Administration: Planning & Design Page15 construction of facilities by non-City organizations necessitated the redesign of some projects. o About 19% of amendment costs were to amend the design contracts to include additional right of way acquisition services. Though originally unplanned, Engineering Services felt these services were needed due to unanticipated staffing shortages in the City’s Real Estate Division. Engineering Services staff has begun including these as optional services in all design agreements to supplement Real Estate’s capacity for CIP workload, which must also manage other departments land acquisition requests. The final 1% of amendment costs ($45,000) were due to a breakdown in department communication during the Bonnie Brae IVA project.11 This resulted in design changes being necessary after the construction contract was awarded to reincorporate waterlines that had been removed from the project’s scope. In addition, the City was unable to acquire two parcels of land before construction began – resulting in a scope reduction of 0.81 lane miles. These redesigns in part delayed construction by about 1 week. • In addition, multiple design agreements were issued for three projects indicating that there were some planning issues as described below: 1) Plans were completed for Hickory Creek II, but construction was delayed for about 10 years by the previous administration. This required the current administration to revise the plans before completing construction. It is possible that construction was put on hold because of insufficient funding to complete construction or other planning issues. Revisions to these plans cost the City about $200,000, which may have been avoided if the previous administration had begun construction soon after design was complete. 2) About $300,000 were spent on a design agreement to prepare up to the 30% design plans for Bonnie Brae IV by the previous administration. Due to the previous administration’s lack of planning, a second agreement then had to be issued to complete this design by the current administration. We were unable to determine how much of the work conducted during the previous design agreement was used as part of the second design agreement. 3) About $800,000 were spent on a Design-Build12 contract executed by the previous administration to develop 30% schematics for McKinney Street improvements from Woodrow Lane to Grissom Road. A second Design-Bid-Build13 agreement was issued by the current administration to complete construction from Loop 288 to Grissom, which is a subset of the previous scope. At this point, the City chose not to move forward with the originally planned design-build method due to time restrictions on regional funding that were not fully considered before the original contract was executed. Conceivably, a part of the original spending may have been wasted due to 11 Additional issues identified as part of the Bonnie Brae IVA project were investigated by the City Auditor’s Office and are further detailed in a separate report. This report was presented to the City Council on February 25th, 2020. 12 Under a Design-Build contract one firm is selected to design and build a project. The City’s typical CIP procurement method is Design-Bid- Build, under which different vendors are selected to design and build the project. 13 Under a Design-Bid-Build contract, a firm is hired to design the project and a separate firm is hired via the invitation to bid process for construction. The City of Denton Internal Audit Report May 2020 Audit of Capital Projects Administration: Planning & Design Page16 the reduction in scope, however, the major objective of the original contract (i.e. 30% design) was completed. • For the Project Planning Phase, the Manual requires Engineering Services to develop a Project Charter and a Project Plan – including a Communication Plan, Responsibility Plan, and Risk Management Plan – for each project. Table 5 below shows the results of our review: Table 5: Planning Documentation Review Summary Documentation Previous Admin. Current Admin. Projects % Available Projects14 % Available Project Charter 12 0% 2 100% Communication Plan 12 42% 2 50% Responsibility Plan 12 8% 2 0% Risk Management Plan 12 8% 2 0% Why Does It Matter? The project charter and project plan provide the structure for a project. Successfully implementing the approved project planning techniques should create a roadmap, facilitating the completion of the project. There does appear to have been some improvement in planning processes in recent years, however, some key planning documents are missing from projects initiated under the current administration (see Table 5). Without creating and utilizing proper planning, sub-processes and procedures may be performed inconsistently leading to inefficiencies in the project life cycle, especially if these phases are rushed. These types of planning issues may have resulted in waste in the past. Based on discussions with Engineering Services Management, procedures in the Project Management Manual were not followed for projects initiated by the previous administration due to pressure to complete the projects that the City had previously proposed but not delivered yet. This pressure created a sense of urgency in the Department that may have caused some planning procedures to be performed superficially or skipped entirely. In addition, Engineering Services’ CIP Delivery team has not always possessed the necessary project management experience; however, all project managers and program managers have complete one week of PMBOK training within the last year. In addition, one project manager is a certified Project Management Professional. Finally, Engineering Services’ CIP Delivery function has undergone several organization restructures since fiscal year 2017, including the addition of 6 new positions in the Engineering Division. Additionally, the Director of Capital Projects has changed twice, and the direct supervisor of the Capital Projects Delivery Function has changed three times. Such turnover in essential supervisory positions may have hindered the enforcement of policies and procedures in the past. Recommendations: 1. Require Project Managers to follow procedures established in the Project Management Manual including documenting applicable project plans. 14 Projects initiated under the current administration include Bonnie Brae VI and Hickory Creek Road III. The City of Denton Internal Audit Report May 2020 Audit of Capital Projects Administration: Planning & Design Page17 Engineering Comments: Project Mangers were directed to upload all available documentation including project plans to the project folders prior to the initiation of the Audit. The Program Managers are required to check and confirm this on a regular basis. Majority of the projects or their phases were old projects that were not well electronically documented which resulted in the findings of this Audit report. 2. Continue to develop and implement project manager training to ensure that the Project Management Manual is implemented. Engineering Comments: The Project and Program Managers have attended the Project Management Body of Knowledge (PMBOK) training session (40 hrs) in the last 18 months. Additionally, staff is encouraged to attend additional PMBOK training this year and secure the PMP (Project Management Professional) certification. Design Quality Review and Assurance Processes Should Be Further Refined For the Project Design Phase, the Manual requires Engineering Services to develop Plans Specifications and Estimates (PS&E) to be used in the Bid Phase for each project. Denton’s Engineering Services, like many organizations, uses a 30-60-90% design process for its general government capital improvement projects. This process is intended to provide the stakeholders multiple opportunities to review the project’s design while also focusing efforts to ensure that the project’s final plans, specifications, and estimates meet the stakeholder’s needs. What We Found? • All projects had a corresponding professional services agreement for the project’s design which generally require the design consultant to provide 30-60-90% plans. In addition, all projects that had reached the Bid phase had 100% design plans, specifications, and estimates. o However, we found that only one project (Bonnie Brae Phase IV) had retained sets of plans at all three design stages; additionally, two projects had plans up to their current design stage (Bonnie Brae VI and Hickory Creek III). All other projects were missing at least one set of design plans that should have been available for review – including those projects whose design begun under the current administration. Without these plans it is difficult to tell when each stage of design was complete. • The Project Management Manual provides a list of the project manager’s responsibilities during the design phase; however, it only requires one deliverable – the final PS&E. o The Manual does require the project manager to perform design quality assurance and quality control. However, the Manual does not require documentation to ensure this task is being performed adequately. o According to discussion with Engineering Services management, review comments for each plan set are prepared as part of the design quality control process; however, only one project (Bonnie Brae VI) had review comments documented for all submitted plans. The Project Manager is responsible for ensuring that design is completed at each stage and the stakeholders' input from is received for making improvements in the plans. Based on these records, we do not have assurance that these events occurred. The City of Denton Internal Audit Report May 2020 Audit of Capital Projects Administration: Planning & Design Page18 Table 6 shows the percentage of each type of documentation that was available for our review by the administration that started the design process: Table 6: Design Documentation Review Summary Documentation Previous Admin. Current Admin. Projects % Available Projects15 % Available 30% Schematics 7 29% 6 83% 30% Review Comments 7 14% 6 17% 60% Plans 7 29% 5 60% 60% Review Comments 6 0% 4 50% 90% Plans 6 50% 4 50% 90% Review Comments 6 0% 4 50% Why Does It Matter? Stakeholder reviews are essential to ensuring that the product meets the needs of users and that the construction process runs smoothly. In addition, if proper documentation is not retained, it is very difficult to determine if all comments have been addressed appropriately and could ultimately affect the quality of the product or efficiency of the project. Finally, without a formalized design review and quality assurance process, the PS&E may not include the necessary details to provide for a fair and smooth bidding process. Recommendation: 3. Develop a formalized design review and quality assurance procedure. Consider developing a quality assurance checklist to ensure all necessary stakeholder reviews and actions have occurred at the 30%, 60%, and 90% design stages. Such a checklist would also help to formalize the identification and involvement of stakeholders. Maintaining review comments provides a reference for design changes to be made, facilitating the quality control process. Engineering Comments: A design review and quality assurance procedure has been implemented and staff is currently working on preparing the documentation and the Standard Operating Procedure (SOP) for this procedure. 15 Design start dates are based on the date the design agreement was execute; design agreements executed under the current administration include Bonnie Brae VI, Hickory Creek I and II, and McKinney I and II. Mayhill at DCTA Bridge and Bonnie Brae IVA were also considered projects designed under the current administration as there was a clear design agreement amendment that began the design of those projects. The City of Denton Internal Audit Report May 2020 Audit of Capital Projects Administration: Planning & Design Page19 Project Performance Monitoring & Evaluation Processes Can Be Further Improved The Project Management Manual requires Engineering Services’ project managers to provide Project Status Reports during the Construction Phase of the project. According to the Project Management Institute’s PMBOK best practices, monitoring and controlling processes should occur during the entire project and require tracking, reviewing, and regulating the progress and performance of the project. What We Found? • Each quarter Accounting and CIP department leadership discuss the status of each project with the CIP Committee, which includes the City Manager’s Office, the City Attorney’s Office, and the Purchasing Division. This Committee provides feedback and direction on these projects; however, these meetings are not always documented, potentially resulting in this direction being lost or interpreted incorrectly. • Though the Manual requires project status reports, it does not specify how often these should be prepared and only requires them during the Construction Phase of the project. This being said, Engineering Services’ Program Management Office (PMO) requires Engineering Services’ Project Managers to submit project status reports weekly in order to update the Capital Improvement Reporting Dashboard, which includes pertinent information. • The Project Management Manual does not detail any procedures for evaluating the performance of a project; however, PMO has developed a Risk Report that is presented to Engineering Services’ staff each month. These Reports compare each project’s current costs (based on information from the City’s financial system) to the estimate at completion and the project’s progress (based on weekly Project Manager reports) to the baseline schedule. This being said, true performance reporting has not been possible for the projects we reviewed because estimates at completion and baseline schedules have not been solidified and so changes to these baseline metrics have been frequent. PMO has developed automated processes to notify Engineering Services management of changes to estimates at completion; however, these processes have been implemented too recently to adequately judge their effectiveness at this time. Why Does It Matter? Formalizing reporting requirements and expectations in the Project Management Manual facilitates consistency and obligates employees to follow these procedures. Similarly, consistently documenting direction received at the quarterly CIP Committee meetings will facilitate assurance that City management’s direction is understood and followed through with by department leadership. Finally, reporting and monitoring project performance is integral to improving the CIP delivery function. Establishing baseline expectations for key metrics during the Planning Phase of future projects should allow Engineering Services management to more effectively understand and manage CIP resources. This change may also enable the Department to demonstrate performance improvement over time and so the monitoring and reporting improvements implemented by PMO should continue to be supported. The City of Denton Internal Audit Report May 2020 Audit of Capital Projects Administration: Planning & Design Page20 In addition, the Project Management Institute’s best practices recognize four key project performance metrics – cost, schedule, quality, and user satisfaction. While PMO has developed processes for cost and schedule, consideration should be given to monitoring and reporting on project quality and stakeholder satisfaction in the future. Recommendations: 4. Formalize Project Status Report requirements and expectations during the entire project (the Planning, Design, Bid, and Construction phases) in the Project Management Manual. Engineering Comments: The ‘Project Status Report’ section (5.3) in the Project Management Manual will be updated to include specific requirements and expectations for Capital Projects at every phase of the project. 5. Document direction given to department leadership during quarterly CIP Committee meetings to facilitate monitoring of staff performance. Engineering Comments: Based on the input/direction received during the previous CIP Committee meetings, staff has completely updated the tracking and reporting of all CIP projects which has resulted in the CIP dashboard. The projects are now tracked on a weekly basis with a monthly risk report that tracks the performance of the Project managers. The meeting minutes for all CIP Committee meetings will be formally documented. 6. Continue developing formalized processes for evaluating project performance that compare expectations of cost, schedule, and quality as expected at the planning stage to project results. Include processes for officially adopting new expectations if the scope of a project significantly changes. Engineering Comments: Currently, CIP projects are tracked through all phases (design, Right- of-Way, Construction) on a weekly basis. As the current projects go through a complete cycle (planning through acceptance), staff will develop and fine tune a formalized process for evaluating project performances as they relate to cost, schedule and quality. Current CIP Design Procurement Method May Present Risks According to State law,16 the City may not select a provider of architectural, engineering, or land surveying services on the bases of competitive bids. Instead the Texas Government Code §2254 (i.e. the Professional Services Procurement Act) requires governmental entities to use the following process17 when contracting for the professional services of architects, engineers, or surveyors: 1. Select the most highly qualified provider of those services on the basis of demonstrated competence and qualifications; 2. Attempt to negotiate with that provider a contract at a fair and reasonable price. 3. If a satisfactory contract cannot be negotiated with the most highly qualified provider, the entity shall formally end negotiations with that provider; 16 Government Code Chapter 2254 Professional and Consulting Services (i.e. the Professional Services Procurement Act). 17 The City Auditor’s Office obtained a legal opinion from the City Attorney’s Office to verify our understanding of the law. This opinion has also been provided in a separate report to the City Council. The City of Denton Internal Audit Report May 2020 Audit of Capital Projects Administration: Planning & Design Page21 4. Select the next most highly qualified provider and attempt to negotiate a contract with that provider at a fair and reasonable price. 5. This process then continues until a contract is executed. What We Found? • In March 2018, the City of Denton issued a Request for Qualifications (RFQ) for seven categories of professional CIP services, including: ➢ Project Management ➢ Development Review ➢ Design of Roads, Bridges, & Intersections ➢ Design of Traffic Signals & Street Lights ➢ Design of Storm Water Infrastructure ➢ Design of Water Infrastructure ➢ Design of Wastewater Infrastructure Based on this RFQ a “short list” of consultants were evaluated, ranked, and approved to be eligible to receive professional services agreements for three years. • As of October 2019, this RFQ has been used to enter into more than 50 professional services agreements for CIP; four of these agreements were reviewed as part of our scope. o Multiple providers were selected based on the same RFQ evaluation for similar CIP (see Table 7). There was no documentation of negotiation with the highest ranked providers for the same project or documentation of why a highest ranked provider was not considered the most highly qualified for each project. No documented explanation was available for why a significantly lower ranked provider was selected without negotiating with higher ranked providers. Table 7: RFQ Evaluation Ranks by Design Agreement Agreement RFQ Evaluation Ranks Storm Water Wastewater Water Roads Signals 6590-011 8th 17th 9th 12th 7th 6590-032 NA 3rd 13th 1st NA 6590-040 NA 12th 8th 16th NA 6590-049 NA NA NA 7th 2nd o According to Engineering Services staff, design consultants identified through this RFQ process are reevaluated to determine which consultant is the most highly qualified for each capital improvement project based on its unique specifications; however, the results of these reevaluations were not documented. Why Does It Matter? The City must comply with State procurement laws and regulations as non-compliance may subject the City to judicial challenge. Section 2254.005 of the Texas Government Code states that “a contract entered into or an arrangement made in violation of [the Professional Services Procurement Act] is void as against public policy.” There may be a risk that the City could be left with little recourse if such an agreement was entered into in violation of the Professional Services Procurement Act. Without adequate documentation there is little assurance that the current procurement practices comply with procurement laws. The City of Denton Internal Audit Report May 2020 Audit of Capital Projects Administration: Planning & Design Page22 Recommendation: 7. Follow the Professional Services Procurement Act for qualification and selection of providers for the design of each capital improvement project to minimize associated procurement risk. Engineering Services management should work with the City Attorney’s Office and Procurement to develop a process to adequately document the selection of the most highly qualified provider. Procurement Comments: Prior to March 2018, the City selected engineering services without a competitive process as allowed by Texas Government Code 2254. While this approach is allowed by State procurement law, it creates operational risk of contracting with a small number of highly qualified vendors for multiple projects and not extending work to a wider variety of vendors. In an effort to increase transparency, create more competition, and use resources more efficiently, the City changed its engineering services selection process for horizontal capital projects in 2018 to a “qualified list” approach. The City issued a Request for Qualifications for seven categories of professional engineering services to create a “short list” of qualified vendors to design horizontal capital projects as needed. The approach was intended to create a pool of design firms to choose from for each individual project, allowing for the City to engage with multiple design firms on a variety of projects. Each vendor on the “qualified list” is highly qualified and may be uniquely suited for a specific project based on their firm’s experience, project team expertise, and previous experience with similar projects. When the City issues a new RFQ to replace RFQ 6590 for professional engineering services, Procurement and Capital Projects staff will coordinate with the City Attorney’s Office before issuing a solicitation. Until a new RFQ is created and approved by Council, Capital Projects will evaluate each firm based on the criteria for the project, rank the firms based on criteria, and select the most highly qualified firm based on the project requirements. Procurement will assist Capital Projects with documenting the evaluation and selection process for each project. Engineering Comments: The City follow Government Code 2254 when soliciting professional engineering services. Capital Projects has been following the City Attorney’s guidance since 2018 for selection of professional engineering services using a ‘eligible list’ approach for all design projects. Capital Projects issued an RFQ for engineering services which developed an eligible list of consultants (short list of most qualified firms) to use when selecting design consultants for engineering projects. Consistent with legal guidance, staff reviews the short- listed firms and selects the most qualified firm for a particular project. In the past, during the selection of the ‘most qualified’ firm, staff had minimal documentation of the process. Moving forward, staff will ensure that evaluation and selection of firms for individual projects is formally documented. The City of Denton Internal Audit Report May 2020 Audit of Capital Projects Administration: Planning & Design Page23 Appendix A: Management Response Summary The following summarizes the recommendations issued throughout this report. The auditors found that staff and the Department were receptive and willing to make improvements to controls where needed. Management has provided their response to each recommendation. 1 Require Project Managers to follow procedures established in the Project Management Manual including documenting applicable project plans. Concur Expected Completion: Completed Engineering Comments: Project Managers were directed to upload all available documentation including project plans to the project folders prior to the initiation of the Audit. The Program Managers are required to check and confirm this on a regular basis. Majority of the projects or their phases were old projects that were not well electronically documented which resulted in the findings of this Audit report. Responsibility: Deputy City Engineer 2 Continue to develop and implement project manager training to ensure that the Project Management Manual is implemented. Concur Expected Completion: Completed Engineering Comments: The Project and Program Managers have attended the Project Management Body of Knowledge (PMBOK) training session (40 hrs) in the last 18 months. Additionally, staff is encouraged to attend additional PMBOK training this year and secure the PMP (Project Management Professional) certification. Responsibility: Deputy City Engineer 3 Develop a formalized design review and quality assurance procedure. Concur Expected Completion: Six months Engineering Comments: A design review and quality assurance procedure has been implemented and staff is currently working on preparing the documentation and the Standard Operating Procedure (SOP) for this procedure. Responsibility: Deputy City Engineer 4 Formalize Project Status Report requirements and expectations during the entire project, (the Planning, Design, Bid, and Construction phases) in the Project Management Manual. Concur Expected Completion: Six months Engineering Comments: The ‘Project Status Report’ section (5.3) in the Project Management Manual will be updated to include specific requirements and expectations for Capital Projects at every phase of the project. Responsibility: Deputy City Engineer 5 Document direction given to department leadership during quarterly CIP Committee meetings to facilitate monitoring of staff performance. Concur Expected Completion: Completed Engineering Comments: Based on the input/direction received during the previous CIP Committee meetings, staff has completely updated the tracking and reporting of all CIP projects which has resulted in the CIP dashboard. The projects are now tracked on a weekly basis with a monthly risk report that tracks the performance of the Project Managers. The meeting minutes for all CIP committee meetings will be formally documented. Responsibility: Deputy City Engineer 6 Continue developing formalized processes for evaluating project performance that compare expectations of cost, Concur Expected Completion: The City of Denton Internal Audit Report May 2020 Audit of Capital Projects Administration: Planning & Design Page24 schedule, and quality as expected at the planning stage to project results. Six to Nine Months Engineering Comments: Currently, CIP projects are tracked through all phases (design, Right-of-Way, Construction) on a weekly basis. As the current projects go through a complete cycle (planning through acceptance), staff will develop and fine tune a formalized process for evaluating project performances as they relate to cost, schedule and quality. Responsibility: Deputy City Engineer 7 Follow the Professional Services Procurement Act for qualification and selection of providers for the design of each capital improvement project to minimize associated procurement risk. Partially Concur Expected Completion: April 2020 Procurement Comments: Prior to March 2018, the City selected engineering services without a competitive process as allowed by Texas Government Code 2254. While this approach is allowed by State procurement law, it creates operational risk of contracting with a small number of highly qualified vendors for multiple projects and not extending work to a wider variety of vendors. In an effort to increase transparency, create more competition, and use resources more efficiently, the City changed its engineering services selection process for horizontal capital projects in 2018 to a “qualified list” approach. The City issued a Request for Qualifications for seven categories of professional engineering services to create a “short list” of qualified vendors to design horizontal capital projects as needed. The approach was intended to create a pool of design firms to choose from for each individual project, allowing for the City to engage with multiple design firms on a variety of projects. Each vendor on the “qualified list” is highly qualified and may be uniquely suited for a specific project based on their firm’s experience, project team expertise, and previous experience with similar projects. When the City issues a new RFQ to replace RFQ 6590 for professional engineering services, Procurement and Capital Projects staff will coordinate with the City Attorney’s Office before issuing a solicitation. Until a new RFQ is created and approved by Council, Capital Projects will evaluate each firm based on the criteria for the project, rank the firms based on criteria, and select the most highly qualified firm based on the project requirements. Procurement will assist Capital Projects with documenting the evaluation and selection process for each project. Engineering Comments: The City follow Government Code 2254 when soliciting professional engineering services. Capital Projects has been following the City Attorney’s guidance since 2018 for selection of professional engineering services using a ‘eligible list’ approach for all design projects. Capital Projects issued an RFQ for engineering services which developed an eligible list of consultants (short list of most qualified firms) to use when selecting design consultants for engineering projects. Consistent with legal guidance, staff reviews the short-listed firms and selects the most qualified firm for a particular project. In the past, during the selection of the ‘most qualified’ firm, staff had minimal documentation of the process. Moving forward, staff will ensure that evaluation and selection of firms for individual projects is formally documented. Responsibility: Deputy City Engineer The City of Denton Internal Audit Report May 2020 Audit of Capital Projects Administration: Planning & Design Page25 Appendix B: Comparison of Debt Burden According to the GFOA, “there is no measure or fiscal indicator that evaluates the wisdom or necessity of capital expenditures that are associated with bonded debt. That is largely the judgement of management, other participants in the budget process, and the elected officials.” It is then potentially relevant to compare the City of Denton’s current debt burden with peer municipalities. Based on an evaluation of population, population growth, income per capita, and estimated college enrollment, our office selected nine18 peer cities to be included as part of a debt burden benchmarking exercise. These cities and their associated metrics are shown in Table 8: Table 8: Peer City Outstanding Debt Summary City Population (2018) Income/Capita (2017) Prop. Tax Value Millions (2018) Est. University Enrollment Killeen 149,103 $21,751 $5,750.7 2,500 McAllen 143,433 $21,683 $9,311.9 28,500 Mesquite 142,816 $22,088 $8,973.6 12,000 Midland 142,344 $39,499 $12,241.8 0 Denton 138,541 $26,165 $10,936.1 53,500 Waco 138,183 $21,444 $9,204.8 17,200 Richardson 120,981 $38,149 $14,084.6 28,800 Odessa 120,568 $29,607 $7,418.1 5,800 College Station 116,218 $24,640 $7,906.1 63,700 Lewisville 106,586 $29,197 $9,352.3 0 Average 131,877 $27,422 $9,518.0 21,200 It should be noted that while all the municipalities included in the peer group issue debt for general government activities such as roadways, facility, and fleet improvements, not all peer municipalities have the same utility structure.19 For instance, the City of Denton owns and operates its own power plant, which is unique compared to all other cities in the peer group. Similarly, some of the municipalities are “Power to Choose” cities, meaning that they do not operate an electric utility. In addition, some of the municipalities do not operate their own solid waste collection or may have an independent public utility board. For instance, about 73% of the City of Denton’s tax backed debt is for these “business-type” activities (i.e. utility activities), which is a much higher percentage than the peer group average of 29%. This may imply that much of the City of Denton’s tax backed debt may actually be paid with revenues from utility fees despite being backed by the “full faith and credit” of the issuing municipality. Still, a municipality’s debt burden ultimately rests with the taxpayers whose property taxes, sales taxes, and utility fees fund these capital improvements. Compared to these peer cities, the City of Denton appears to have a relatively higher debt burden in all debt categories. Figure 4 illustrates this by showing the general obligation outstanding debt – or Tax Backed Debt – per $100 of taxable property value for each peer city; the dashed line represents the peer group – including the City of Denton – average ($3.16). 18 The City of Carrollton was originally included in our peer cities; however, relevant debt burden measures could not be calculated because they had recently experienced a cyber-attack. 19 The City of Denton operates Solid Waste, Water, Wastewater, and Electric utilities as well as an airport. The City of Denton Internal Audit Report May 2020 Audit of Capital Projects Administration: Planning & Design Page26 Figure 4: Tax Backed Debt per $100 of Taxable Property Value Comparison Figure 5 illustrates the tax backed debt burden per capita for each peer city, which adds an affordability element to the analysis. The City currently has the largest tax backed debt burden per capita than other peer cities with about $5,500 of debt per capita – about 21% of the City’s income per capita. Figure 5: Tax Backed Debt Burden per Capita According to the GFOA, “if one considers that [these] debt outstanding indicators are relative measures reflecting the impact of outstanding debt on the tax base, then a further analysis of that base is warranted.” For at least the past five years, Denton’s tax base has been growing: assessed property values grew by about 57% from 2014 to 2018 and population has grown by about 19% from 2010 to 2018. Still, Figure 6 on the next page shows that the City’s indebtedness has increased by about 4% – indicating that the City has been issuing new debt about as fast as this tax base growth. $0.00 $1.00 $2.00 $3.00 $4.00 $5.00 $6.00 $7.00 $8.00 Business Activities General Government Activities $0.00 $1,000.00 $2,000.00 $3,000.00 $4,000.00 $5,000.00 $6,000.00 $0.00 $5,000.00 $10,000.00 $15,000.00 $20,000.00 $25,000.00 $30,000.00 $35,000.00 $40,000.00 $45,000.00 TB Debt per CapitaIncome per CapitaBusiness Activites General Government Activities Income per Capita The City of Denton Internal Audit Report May 2020 Audit of Capital Projects Administration: Planning & Design Page27 Figure 6: Outstanding City of Denton Debt Over Time As mentioned in the body of the report, the City appears to be analyzing debt affordability appropriately before issuing any new debt. Still, it is helpful to understand how the City of Denton’s debt burden compares to other peer municipalities. $0.00 $2.00 $4.00 $6.00 $8.00 $10.00 $12.00 $0 $200,000 $400,000 $600,000 $800,000 $1,000,000 $1,200,000 2014 2015 2016 2017 2018 Indebtedness per $100 of Taxable Property ValueOutstanding DebtThousandsGO Bond Revenue Bonds COs Indebtedness The City of Denton Internal Audit Report May 2020 Audit of Capital Projects Administration: Planning & Design Page28 Appendix C: Design Agreement Timeline & Summary Table 11 below illustrates the timeline of design agreements and associated. Table 11: Design Agreement Timeline FY11 FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19 Bonnie Brae I, II, III Agmt. Exe. Amd. 1 Amd. 2 Amd. 3 Bonnie Brae IV Agmt. Exe. Agmt. 2 Exe. Amd. 1 Amd. 2 Bonnie Brae V Agmt. Exe. Amd. 1 Bonnie Brae VI Agmt. Exe. Amd. 1 Hickory Creek I Agmt. Exe. & Amd. 1 Hickory Creek II20 Agmt. 2 Exe. & Amd. 1 Amd. 2 Amd. 3 & 4 Hickory Creek III & IV Agmt. Exe. Mayhill Agmt. Exe. Amd. 1 & 2 Amd. 3 Amd. 4 Amd. 5 McKinney Agmt. Exe. Agmt. 2 Exe. & Amd. 1 20 The original Hickory Creek II design agreement was executed in 2001. The City of Denton Internal Audit Report May 2020 Audit of Capital Projects Administration: Planning & Design Page29 Table 12 summarizes the approvals and values of each design agreement and its associated amendments. Table 12: Design Agreement Summary Agreement Project Approval Value 2670 Hickory Creek II Ord 2001-157 $215,700.00 4511 Mayhill Ord 2010-269 $4,501,530.00 Amendment 1 CMO Jan. 2013 $50,377.00 Amendment 2 Ord 2013-203 $488,835.00 Amendment 3 Ord 2017-013 $602,590.00 Amendment 4 CMO Feb. 2018 $52,196.00 Amendment 5 Ord 19-753 $1,364,210.00 4520 Bonnie Brae I, II, III Ord 2010-268 $5,444,253.00 Amendment 1 None $0.00 Amendment 2 Purch Sep. 2016 $0.00 Amendment 3 Purch Jan. 2018 $0.00 5329 Bonnie Brae IV Ord 2013-200 $292,575.68 5330 Bonnie Brae V Ord 2013-201 $831,196.50 Amendment 1 Ord 18-413 $271,813.08 6285 Bonnie Brae IV Ord 2017-010 $900,256.25 Amendment 1 Ord 18-413 $303,960.25 Amendment 2 CMO Jul. 2019 $73,189.75 6401 McKinney Ord 2017-320 $1,358,300.00 6427 Hickory Creek II CMO Apr. 2017 $93,500.00 Amendment 1 Ord 2017-194 $39,800.00 Amendment 2 Purch Feb. 2018 $40,400.00 Amendment 3 Purch Oct. 2018 $6,300.00 Amendment 4 CMO Dec. 2018 $45,550.00 6590-011 Hickory Creek I Ord 18-830 $240,000.00 Amendment 1 CMO Oct. 2018 $56,884.00 6590-032 Bonnie Brae VI Ord 18-1429 $2,031,479.50 Amendment 1 Ord 19-602 $397,760.00 6590-040 McKinney Ord 18-1660 $1,641,200.00 Amendment 1 Ord 19-526 382,600.00 6590-049 Hickory Creek III & IV Ord 19-351 $3,342,509.00 Total: $25,068,965.01 Audit of Capital Projects Administration –Planning & Design City Auditor’s Office May 12, 2020 Planning & Design Property Acquisition Construction Capital Projects Administration Audit Process Legistar ID: 20-729 2 of 10May 12, 2020 •This audit reviewed four CIP programs including: •Together these programs are estimated to cost about $270 million total (about $121 million from outside sources) –this report reviewed the project planning and design review processes as well as about $25 million in design agreement expenditures Program No. of Projects Est. Total Cost Program No. of Projects Est. Total Cost Bonnie Brae 8 $115.4 Million Hickory Creek 4 $52.6 Million Mayhill 2 $84.8 Million McKinney 2 $16.7 Million Purpose of the Audit Legistar ID: 20-729 3 of 10May 12, 2020 Design Amendment Costs Explanation Project Planning Has Been Inconsistent Legistar ID: 20-729 4 of 10May 12, 2020 •Most planning issues were caused by the previous Engineering Department •Current Engineering Planning Issues: •Unplanned ROW Acquisition costs; •Lack of Communication Processes; and •Missing planning documentation. Prev. Admin. Planning Issues 65% Unavoidable Changes 15% Outside ROW Acquisition Services 19% Project Redesign 1% Cur. Admin. Unplanned Costs 20% •About half of projects were primarily designed under the current administration •The Department’s current design review policy was not always followed for these projects Design Documentation Summary Documentation Previous Admin.Current Admin. Projects % Available Projects % Available 30% Schematics 7 29%6 83% 30% Review Comments 7 14%6 17% 60% Plans 7 29%5 60% 60% Review Comments 6 0%4 50% 90% Plans 6 50%4 50% 90% Review Comments 6 0%4 50% Fully Implement Design Review Processes Legistar ID: 20-729 5 of 10May 12, 2020 •Documentation of pre- qualified design consultant evaluation is lacking per project •All design agreements were approved appropriately Design Agreement Procurement Process Issue Request for Qualifications (RFQ) Evaluate RFQ Responses based on Project Scope Select the Most Highly Qualified Provider Negotiate Design Agreement Present Agreement for Approval Design Procurement Process May Present Risk Legistar ID: 20-729 6 of 9May 12, 2020 •Evaluation of the City’s debt capacity is adequate and project funding and schedule budgeting appears to be improving •Processes for monitoring and evaluating the performance of a project are being implemented New Project Management Processes Require Further Evaluation Legistar ID: 20-729 7 of 9May 12, 2020 Rec.Recommendations*Response Implementation Actions* 1 Follow Project Management Manual project planning procedures Concur Program Managers are required to verify planning documentation completion for new projects. 2 Continue Project Manager Training to ensure Manual Implementation Concur Staff is encouraged to attend PMBOK training and secure the PMP certificate 3 Develop formal design review procedure Concur Currently working on preparing SOP 4 Formalize Project Status Requirements in Manual Concur Manual will be updated 5 Document direction at CIP Committee meetings Concur Meeting minutes will be formally documented. Additional improvements have been made 6 Continue developing project performance evaluation processes Concur As current projects go through a complete cycle staff will develop and fine tune evaluation processes 7 Follow State Regulations for selection of design agreement providers Partially Concur Capital Projects will evaluate short-listed firms based on project requirements and document results. Legistar ID: 20-729 8 of 9May 12, 2020 Management Response Summary *Detailed recommendations and implementation actions can be seen in the full audit report. Questions? City Auditor’s Office Madison Rorschach, Staff Auditor Legistar ID: 20-729 9 of 9May 12, 2020 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-730,Version:1 AGENDA CAPTION Receive a report,hold a discussion,and give staff direction regarding an internal audit of Capital Projects Administration - Property Acquisition. City of Denton Printed on 5/8/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Internal Audit STAFF AUDITOR: Madison Rorschach DATE: May 12, 2020 SUBJECT Receive a report, hold a discussion, and give staff direction regarding an internal audit of Capital Projects Administration – Property Acquisition. BACKGROUND The capital projects administration process is used to manage and execute the design and construction of horizontal capital improvement projects, including roadways, bridges, water lines, sewer lines, and more. The City is currently estimated to expend about $270 million to complete the capital improvement programs. Frequently, the City must acquire properties to continue construction. Therefore, property acquisition function plays an important role in capital improvement project process. The properties are acquired by the Real Estate Division of the Engineering Services Department. The City Auditor’s Office has completed an audit report of the capital projects administration – property acquisition process as scheduled on the FY18-19 audit plan. The objectives of the audit were to evaluate internal controls in the acquisition process followed by Real Estate Division for acquisition of real estate assets for capital projects and to verify compliance with laws, regulations and policies. RECOMMENDATION Staff recommends approval of the Audit of Capital Projects Administration – Property Acquisition. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On March 17, 2020 the Audit Finance Committee received a report of Capital Projects Administration – Property Acquisition and recommended moving this item forward for the City Council’s consideration. EXHIBITS 1. Agenda Information Sheet 2. Audit Response Cover Letter 3. Audit of Capital Projects Administration – Property Acquisition 4. Presentation Respectfully submitted: Madison Rorschach, 940-349-7228 Staff Auditor City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com Audit Response Cover Letter Capital Projects Property Acquisition OUR CORE VALUES Integrity Fiscal Responsibility Transparency Outstanding Customer Service ADA/EOE/ADEA www.cityofdenton.com TDD (800) 735-2989 March 05, 2020 City Auditor Acknowledgement The City Auditor’s Office has completed a performance audit of the Capital Projects Administration – Property Acquisition. We conducted this performance audit in accordance with generally accepted government auditing standards. Those standards require that we plan and perform the audit to obtain sufficient, appropriate evidence to provide a reasonable basis for our findings and conclusions based on our audit objectives. We believe that the evidence obtained provides a reasonable basis for our findings and conclusions based on our audit objectives. City Manager’s Office/Review Team Acknowledgement The City Manager’s Office and Review Team have had an opportunity to provide input, respond to and review the audit of the Property Acquisition Audit prior to the findings being shared with the Audit & Finance Committee and City Council. Staff has addressed all findings noted in the audit and will continue to implement best practices to improve documentation and reporting, train staff, and ensure the Real Estate Division of Capital Projects is operating as efficiently as possible. Capital Projects-Real Estate Acknowledgement The Capital Projects Department has participated in the Capital Projects Administration-Property Acquisition audit. Staff cooperated in the audit by participating in interviews, providing requested documentation, reviewing findings and providing responses to the audit conclusions. The Deputy Director of Real Estate concurs with the five (5) Recommendations which had either already been addressed, were in progress, and/or implemented prior to the audit, or have been subsequently completed. AUDIT OF CAPITAL PROJECTS ADMINISTRATION Property Acquisition ABSTRACT The Real Estate Division’s acquisition procedures are generally adequate. Improvement in controls over acquisition activities will improve the effectiveness of transactions. City Auditor’s Office The City of Denton Internal Audit Report May 2020 Audit of Capital Projects Administration – Property Acquisition Page2 Table of Contents Executive Summary ..................................................................................................................................3 Introduction ............................................................................................................................................4 Management Responsibility ............................................................................................................................ 4 Audit Objectives, Scope, and Methodology..................................................................................................... 4 What Works Well .....................................................................................................................................6 Real Estate’s Current Acquisition Procedures Align with Applicable Laws ...................................................... 6 Management Reporting and Tracking Procedures have Improved ................................................................. 6 Opportunities for Improvement ...............................................................................................................8 Acquisition Process Documentation Needs to be Improved ........................................................................... 8 Negotiation Process is not Formalized .......................................................................................................... 10 Information about Donated Properties is not Communicated to Accounting .............................................. 12 Real Estate Policy Changes Should be Made to Align with Best Practices .................................................... 12 Appendix A: Management Response Summary ....................................................................................... 14 The City of Denton Internal Audit Report May 2020 Audit of Capital Projects Administration – Property Acquisition Page3 Executive Summary Honorable Mayor and members of the City Council, The City Auditor’s Office has completed a performance audit of the Real Estate Division’s property acquisition process for capital projects. The City of Denton’s Real Estate Division (Division) acts as a service division for other departments and provides real estate services, including property acquisition, property valuation, relocation, and other property related services. The Division also acquires rights of way for City departments constructing capital projects, and as part of those services. The following are our salient findings: • The Real Estate Division’s records were missing in a few tested samples as presented in Table 3, which bears the risk of hindering management verification of accuracy and appropriateness of transactions. Any abuses of the process may not be identified if relevant documentation is missing. That being said, the acquisitions were properly recorded in the County’s records transferring title to the City. • Current acquisition procedures do not specify a negotiation authority level for Real Estate Specialists. Such a delegation of authority would typically set a certain limit or percentage over the appraisal value of the property that the Specialist can offer without further documentation. In the absence of proper formal documentation recording the negotiation proceedings and justification for outcome, effectiveness of the negotiation efforts during the selected acquisitions could not be verified. Due to this reason, it is not clear if the agreed final settlement price was justified. This condition may lead to abuses. No formal document was available that could provide justification for the agreed settlement prices for 18 out of 20 parcels that were acquired above appraised value. Management has concurred with 5 of 5 recommendations made in this report. Management responses are attached to this report in Appendix A. We appreciate staff’s cooperation during the audit. Please contact the City Auditor if you have any questions or need more information. Sincerely, Umesh Dalal, City Auditor The City of Denton Internal Audit Report May 2020 Audit of Capital Projects Administration – Property Acquisition Page4 Introduction The City Auditor is responsible for providing: (a) an independent appraisal1 of City operations to ensure policies and procedures are in place and complied with, inclusive of purchasing and contracting; (b) information that is accurate and reliable; (c) assurance that assets are properly recorded and safeguarded; (d) assurance that risks are identified and minimized; and (e) assurance that resources are used economically and efficiently and that the City’s objectives are being achieved. The City Auditor’s Office has completed a performance audit of the real estate acquisition process of the Real Estate Division as part of the Capital Projects audit. We conducted this performance audit in accordance with generally accepted government auditing standards. Those standards require that we plan and perform the audit to obtain sufficient, appropriate evidence to provide a reasonable basis for our findings and conclusions based on our audit objectives. We believe that the evidence obtained provides a reasonable basis for our findings and conclusions based on our audit objectives. Management Responsibility City management is responsible for ensuring: resources are managed properly and used in compliance with laws and regulations; programs are achieving their objectives; and services are being provided efficiently, effectively, and economically. Audit Objectives, Scope, and Methodology This report is intended to provide assurance about economic and efficient use of the City’s resources by evaluating the effectiveness of controls over the Real Estate Division’s property acquisition process for capital projects. Audit fieldwork was conducted during September and October of 2019. The scope of review varied depending on the procedure being performed. The following list summarizes major procedures performed during this time: • Reviewed documentation including industry standards, best practices, policies, and procedures; • Developed a process narrative and flow chart to identify current control activities, which was certified by the Capital Projects Deputy Director of Real Estate; • Reviewed a sample of 30 right of way acquisitions (41 parcels) out of a population of 77 property parcels valued around $2.7 million acquired by The Real Estate Division for Capital Projects during 2018 and 2019. The acquisitions completed during this period consist of different parcel types, viz. fee simple2 (11), permanent easement3 (23), temporary easement (40) and right of way4 (3). To review the property acquisition activities of the Real Estate Division relating to capital projects, 30 acquisitions samples (41 parcels) out of a population of 64 acquisitions (77 parcels) were selected. These consisted of fee simple (10), permanent easement (16), temporary easement (13) and right of way (2). Since the selected sample spread over two administrations, Table 1 provides context to our observations: 1 The City of Denton Internal Auditor’s Office is considered structurally independent as defined by generally accepted government auditing standard 3.56. 2 Land owned in fee simple is owned completely, without any limitations or conditions. 3 An easement is a legal right to use another's land for a specific limited purpose. 4 A right of way (ROW) is a right to make a way over a piece of land, usually to and from another piece of land. The City of Denton Internal Audit Report May 2020 Audit of Capital Projects Administration – Property Acquisition Page5 Table 1: Sample Parcels Completed prior to / during or after February 2017 Administration Acquisition Began Parcels Acquired Prior Administration* Prior to February 2017 14 Current Administration* During or After February 2017 27 Total: 41 The City acquires real estate through purchase, eminent domain, exchange or by donation. The acquisition samples selected for audit represent all kinds of acquisitions as presented in Table 2. Table 2: Selected Samples’ Mode of Acquisition Mode of Acquisition No. of Parcels Purchase 26 Eminent Domain5 116 Donation 3 Exchange 1 Total: 41 • Compared the Real Estate Division’s acquisition procedures to the Texas Property Code, Texas Local Government Code and other laws as applicable, and • Interviewed Real Estate Division staff to better understand the acquisition process and activities undertaken 5 Eminent domain is the government's power to take private land for public use under certain circumstances. 6 11 parcels were acquired from 2 property owners. *Prior Administration and Current Administration have been referred to the previous City Manager’s and current City Manager’s administration respectively. The City of Denton Internal Audit Report May 2020 Audit of Capital Projects Administration – Property Acquisition Page6 What Works Well The City of Denton’s Real Estate Division (Division) acts as a service division for other departments and provides real estate services, including property acquisition, property valuation, relocation, and other property related services. The Division also acquires rights of way for City departments constructing capital projects, and as part of those services, performs the following activities: ➢ Work closely with real estate consultants, title companies and appraisers; ➢ Order title reports and property appraisals; ➢ Meet with property owners; ➢ Present offers; and ➢ Negotiate property sales transactions, including requesting City Council’s approval for real estate transactions, whenever required. Real Estate’s Current Acquisition Procedures Align with Applicable Laws The auditors reviewed the existing procedures followed by the Real Estate Division for acquisition of properties and found that: • The current acquisition procedures followed by Real Estate has been established in compliance with the Texas Property Code (Chapter 21) and the Texas Local Government Code (Chapters 251 & 252.051), wherever applicable. o Established procedures require an appraisal to be ordered whenever the acquisition of any property is initiated. o The timelines and documentary requirements of the established procedures have been framed in accordance with the requirements of aforementioned laws. • In case of all acquisitions, wherever the power of eminent domain was used, the condemnation process was properly administered and completed under applicable provisions of the Texas Property Code (Chapter 21) and the Texas Local Government Code (Chapters 251 & 252.051) with appropriate approval of City Council. • The requirement for Uniform Relocation Assistance (Texas Property Code § 21.046) and assessment under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 are duly incorporated in the acquisition procedures checklist. Management Reporting and Tracking Procedures have Improved A construction project’s timeline depends upon the timely acquisition of the relevant properties identified during the design phase. Though the time taken in acquisitions may depend on various factors such as negotiations, re-designing, funding, re-prioritizations, occupant relocations, discovery of additional interests, and staffing shortages, proper tracking helps to improve the efficiency of staff and control of management over the overall process. Additionally, two-way communication between the Real Estate Staff and Project Managers is required to ensure that project delays are avoided as much as possible. Without timely communication of delays and real-time status updates, Project Managers may not be able to adequately plan for the completion of their projects. The City of Denton Internal Audit Report May 2020 Audit of Capital Projects Administration – Property Acquisition Page7 Therefore, it is critical that periodically Project Managers receive acquisition tracking and status reports. The auditors found the following: • No formalized procedure existed prior to February 2019 for sharing parcel acquisition tracking and status reports with Capital Project’s Project Managers. • However, as a result of new Real Estate management’s observations and actions, tools are being implemented to improve and standardize the tracking and reporting of Real Estate acquisition activities, including: o Real Estate maintains a “Monthly Status Tracking Report” to track the status of open acquisition cases in EXCEL. While the report is required to be updated on a real-time basis by Real Estate staff, it does not currently contain information on all historical projects; however, Real Estate is working on inputting all historical project information into this database in an effort to streamline reporting procedures. o Real Estate has implemented a new spreadsheet-based “Progress Report” for milestones tracking with Project Managers. o Finally, Real Estate staff and Project Managers communicate frequently via email and telephone as the acquisition progresses or when there is a potential delay. The City of Denton Internal Audit Report May 2020 Audit of Capital Projects Administration – Property Acquisition Page8 Opportunities for Improvement Acquisition activities of the Real Estate Division of the City of Denton are governed by the Texas Property Code, Texas Local Government Code and City Ordinances as applicable. The City must have adequate evidence of compliance with the statutory provisions. Acquisition Process Documentation Needs to be Improved Formally adopted policy documents help eliminate common misunderstandings by recognizing job responsibilities, establishing limitations for the job holders and achieving a common business objective. The steps of the real estate acquisition process were established in February 2019 and their associated documentation are depicted in Figure 1: Figure 1: Real Estate Acquisition Process What We Found? Based on the testing of the selected parcels, we found that the required documents were not properly maintained or executed as follows in Table 3: Table 3: Missing Documents Documents Missing Documents Prior Administration (14 parcels) Current Administration (27 parcels) # of Parcels % # of Parcels % Services Requisition Form7 NA NA 3* 75.0% Project Introduction Letter8 NA NA 4* 100.0% Appraisal Report 2 14.3% 3 11.1% Title Commitment 0 - 1 3.7% Initial Offer Letter 0 - 1 3.7% Final Offer Letter/ Letter of Understanding (LOU) 0 - 2 7.4% • In two (2) cases, the initial offer letters were signed by Real Estate staff and not by the City Manager; Real Estate staff did not have authority to sign offer letters at that time. 7 Introduced in the February 2019 formal procedures. 8 Introduced in the February 2019 formal procedures. •Service Requisition Form Initial Request •Project Introduction Form Project Initiation •Appraisal Report Appraisal •Title Report Title Commitment •Offer Letter Initial Offer •Final Offer Letter Final Offer *Only 4 acquisitions were started and completed after Feb 2019. The City of Denton Internal Audit Report May 2020 Audit of Capital Projects Administration – Property Acquisition Page9 o Deputy Director of Real Estate has been authorized by City Manager to make offer and negotiate the real estate property acquisition up to a value of $50,000 effective July 31, 2019. • We were able to verify that: o The selected acquisitions were properly recorded with the Denton Central Appraisal office and recorded instruments were available. All selected final acquisitions were completed with the appropriate authority of City Manager and City Council approval whenever required and ordinances were properly passed. o Other requirements of the Texas Property Code, the Texas Local Government Code, the Uniform Relocation Assistance (Texas Property Code § 21.046) and the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 have been duly complied with, wherever applicable. • Auditors also recognized that Real Estate acquisition procedures have improved under current Real Estate management’s guidance and leadership. Real Estate is in the process of implementing Standard Operating Procedures (SOP) as a guidance to other functions to understand and follow the requirements while requesting any property acquisition. Why Does It Matter? The Real Estate Division’s records were missing in a few tested samples as presented in Table 3, which bears the risk of hindering management verification of accuracy and appropriateness of transactions. Any abuses of the process may not be identified if relevant documentation is missing. That being said, the acquisitions were properly recorded in the County’s records transferring title to the City. The following are the implications of the above observations: • In the absence of Services Requisition Forms, it is difficult to verify the timeliness of an acquisition request as well as the exact details of parcels and properties requested for acquisition. According to the Deputy Director of Real Estate, an acquisition request should ideally be received from Project Managers when about 30% of project design is completed and parcels are identified for acquisition. This timeframe typically provides adequate opportunity to complete the acquisition process, however, if project redesigns occur, it may cause delays to the construction project. In addition, it may be difficult to prioritize acquisition projects without tracking which department has authorized and for what reason a project was initiated. • Acquisition activities start with sending a Project Introduction Letter to the owners of the properties to be acquired. This requirement aligns with the industry’s best practices. This letter is sent to inform property owners in advance about public projects before the initiation of acquisition activities. Absence of advance project intimation could surprise the property owners and may or may not impact their willingness to work with the City. These events may delay the acquisition process. • Missing appraisal reports may result in non-compliance with Chapter 252.051 of Texas Local Government Code. In addition, the City may not know the actual worth of the property to be acquired and could end up in paying higher settlement price of the property even after negotiation. The City of Denton Internal Audit Report May 2020 Audit of Capital Projects Administration – Property Acquisition Page10 • Title commitments indicate if the property has clear title or defects to the title. Without these documents, it may not be possible to determine if the City will receive free and clear title to the property being acquired. • Documents such as initial and final offer letters represent the City’s terms of acquisition of the property. When an initial offer letter results in further negotiation, a final offer letter or a letter of understanding should be executed to document the agreed upon terms for proper recording of the transaction. • Unauthorized execution of documents by City staff on the City’s behalf bears an inherent risk of abuse and fraud, though none was identified. Recommendations: 1. Require Real Estate Staff to execute and maintain all required documents properly for acquisition of real estate properties in line with implemented real estate acquisition process. Real Estate Comments: Direction to execute and maintain documents had previously been given prior to audit. Steps have been implemented to check/confirm compliance monthly. Negotiation Process is not Formalized Real Estate makes offers to property owners for acquisition of real estate properties and parcels. In cases where negotiations with the property owners do not work out, condemnation proceedings typically follow as shown in Figure 3. While project plans, surveys, and construction have relatively finite timelines, condemnation proceedings often make property acquisition last longer than expected or desired.9 A streamlined, and formalized negotiation process would help Real Estate staff steer negotiation activities in a systematic manner. Figure 3: Negotiation and Eminent Domain Process 9 National Cooperative Highway Research Program (NCHRP) Study 2000. Process of negotiation with the property owner Present the offer, initiate contract negotiation, present final offer, conduct settlement, documentation and transaction closure (Expected completion Timeline of 4 -5 months) Eminent Domain (Condemnation Process) * Real Estate requests the City Council's approval and subsequently the City Attorney's Office handles relevant legal proceedings under the condemnation process. (Expected completion timeline of 8 -11 months) * Government's power to take private land for public use Potential increases in land values and construction cost and project schedule delays Owner Declines Offers Effects on the Project The City of Denton Internal Audit Report May 2020 Audit of Capital Projects Administration – Property Acquisition Page11 What We Found? • As per current procedures, a Real Estate Specialist negotiates with the property owner in good faith to reach an agreed price through correspondence, calls, and potentially visit unresponsive property owners whenever necessary. • Current acquisition procedures do not specify a negotiation authority level for Real Estate Specialists. Such a delegation of authority would typically set a certain limit or percentage over the appraisal value of the property that the Specialist can offer without further documentation. • Current acquisitions procedures do not prescribe any form for documenting the justification and agreement on the final settlement price over and above the appraisal value. o No formal document was available that could provide justification for the agreed settlement prices for 18 out of 20 parcels (20 parcels were acquired at a settlement price over the appraisal value, which constitute 49% of total parcels reviewed). Why Does It Matter? Negotiation is a vital phase in the overall right of way acquisition process. If not administered properly through a formal process, negotiation proceedings may increase acquisition cost and delay the overall project as well. Best practices in the “TxDOT Guidebook for Right-of-Way Valuations and Negotiations” affirm that successful negotiations can benefit the City by reflecting fair market prices, building a good rapport with landowners, and reducing project duration and cost. Negotiation outcomes can be made more effective by having in-depth interviews with the property owner regarding the project and property. In the absence of proper formal documentation recording the negotiation proceedings and justification for outcome, effectiveness of the negotiation efforts during the selected acquisitions could not be verified. Due to this reason, it is not clear if the agreed final settlement price was justified. In addition, current procedures authorize Real Estate Specialists to negotiate with the property owner whenever required without involvement of senior Real Estate personnel. There is no limitation established on the ability of a Real Estate Specialist to independently negotiate acquisition price. Unrestricted powers of negotiations for Real Estate Specialists may lead to a closure of negotiation proceedings at higher settlement prices and may increase acquisition cost. In addition, this condition may lead to abuses. Recommendations: 2. Adopt a formalized negotiation process incorporating the following key requirements: a) Criteria and steps of negotiation with the property owner including a requirement to perform in-depth interviews with property owners to discuss issues such as the impact of the project, property usage by the owner and estimated value of the property; b) Real Estate staff to get approval of the Deputy Director on a formal document recording the agreement on settlement price along with the justification for accepting the price over and above the appraisal value; and c) Limitation on the power of Real Estate Specialists to independently negotiate up to a certain percentage of appraised value and involvement of senior officials beyond that limit. Real Estate Comments: Processes for each recommendation were in place at time of audit. Formal adoption has been completed through the department’s SOP process. The City of Denton Internal Audit Report May 2020 Audit of Capital Projects Administration – Property Acquisition Page12 Information about Donated Properties is not Communicated to Accounting Statement 34 of the Governmental Accounting Standards Board states that “donated capital assets should be reported at their estimated fair value at the time of acquisition.” Capital assets include permanent easements. What We Found? • Real Estate does not have an established process for reporting donated properties and parcels to the Accounting Division for recordkeeping. • Of the 41 parcels reviewed, 3 permanent easement parcels were donated to the City. These parcels were not reported to the Accounting Division and were not documented in the City’s financial records. Why Does It Matter? Capital asset value in the City’s financial statements is understated at least by $71,591 (the appraised value for one parcel is not known, hence excluded from this amount). Recommendations: 3. Jointly develop a process with the Accounting Division for timely reporting of donated real estate assets to improve recordkeeping. Real Estate Comments: Process has been implemented and monthly reporting has been established. Real Estate Policy Changes Should be Made to Align with Best Practices Auditors found that the following best practices recommended in the “TxDOT Guidebook for Right-of- Way Valuations and Negotiations” can improve current real estate acquisition process. ➢ Appraisers hired must be state-certified or licensed by the Texas Appraiser Licensing and Certification Board. ➢ Real Estate Division staff should periodically attend training courses to ensure their understanding of laws and procedures relating to acquisitions. These practices were developed and compiled by Center for Transportation Research Department of University of Texas, Austin based on review of statutes and analysis of surveys and interviews of property owners and TxDOT personnel. What We Found? • Current Acquisition procedures followed by the Real Estate Division do not prescribe any qualification for appraisers to be hired. However, we found the following practices: o State Certified Appraisers were hired in all sample cases where appraisal reports were available.10 Additionally, 22, appointed appraisers were also a Member of Appraisal Institute (MAI). 10 Appraisal reports were not available in 5 sample parcels. The City of Denton Internal Audit Report May 2020 Audit of Capital Projects Administration – Property Acquisition Page13 o Auditors were informed that Member of Appraisal Institute (MAI) are hired as appraisers when possible. • Current acquisition procedures followed by the Real Estate Division do not prescribe any staff training requirements. o Auditors were informed during the interview with Real Estate Division’s staff that training, and seminars organized by the International Right of Way Association are attended by some staff members of the Real Estate Division to maintain Continued Professional Education (CPE) requirements of their licenses. Why Does It Matter? According to the TxDOT, professionally qualified appraisers will have significant experience in applying the generally recognized valuation methods and techniques. These appraisers are bound to follow the code of ethics of their institution and are expected to generate unbiased, independent and objective appraisal reports. Auditors recognize the best practices followed by Real Estate by appointing state- certified appraisers, though the requirement is not codified in the current procedures. Codifying this requirement would further obligate the current and future staff to follow the practice. Requiring Real Estate staff to undergo periodic training would improve overall staff expertise. It would provide assurance for completing the title commitment, appraisal and uniform relocation assistance activities in a proper manner in conformance with updated laws. One NCHRP study (NCHRP, 2000) reported that inadequately trained staff presents one of the biggest challenges to reducing the project delivery time. Recommendations: 4. Define qualification criteria in policies and procedures for hiring and engaging appraisers Real Estate Comments: Currently advertising RFQ to define and establish criteria. 5. Codify Real Estate Specialist training requirements to provide greater assurance that staff is constantly abreast of updated laws and procedures relating to acquisitions. Real Estate Comments: Licensed Real Estate Specialists have required continuing education to maintain licensure. Additionally, industry training is offered, recommended and required as appropriate, when applicable to legal updates impacting eminent domain acquisition processes. The City of Denton Internal Audit Report May 2020 Audit of Capital Projects Administration – Property Acquisition Page14 Appendix A: Management Response Matrix The following summarizes the recommendations issued throughout this report. The auditors found that staff and the Division was receptive and willing to make improvements to controls where needed. Management has provided their response to each recommendation. 1 Require Real Estate Staff to execute and maintain all required documents properly for acquisition of real estate properties in line with implemented real estate acquisition process Concur Expected Completion: Complete Comments: Direction to execute and maintain documents had previously been given prior to audit. Steps have been implemented to check/confirm compliance monthly. Responsibility: Dep. Dir. Of CP-RE/RE Prog. Mgr. 2 Adopt a formalized negotiation process incorporating the following key requirements: a) Criteria and steps of negotiation with the property owner including a requirement to perform in-depth interviews with property owners to discuss issues such as the impact of the project, property usage by the owner and estimated value of the property; b) Real Estate staff to get approval of the Deputy Director on a formal document recording the agreement on settlement price along with the justification for accepting the price over and above the appraisal value; and c) Limitation on the power of Real Estate Specialists to independently negotiate up to a certain percentage of appraised value and involvement of senior officials beyond that limit. Concur Expected Completion: Complete Comments: Processes for each recommendation were in place at time of audit. Formal adoption has been completed through the department’s SOP process. Responsibility: Dep. Dir. CP- RE 3 Jointly develop a process with the Accounting Division for timely reporting of donated real estate assets to improve recordkeeping. Concur Expected Completion: Complete Comments: Process has been implemented and monthly reporting has been established. Responsibility: RE Prog. Mgr. 4 Define qualification criteria in policies and procedures for hiring and engaging appraisers Concur Expected Completion: Complete Comments: Currently advertising RFQ to define and establish criteria. Responsibility: RE Prog. Mgr. The City of Denton Internal Audit Report May 2020 Audit of Capital Projects Administration – Property Acquisition Page15 5 Codify Real Estate Specialist training requirements to provide greater assurance that staff is constantly abreast of updated laws and procedures relating to acquisitions. Concur Expected Completion: Complete Comments: Licensed RE Specialists have required continuing education to maintain licensure. Additionally, industry training is offered, recommended and required as appropriate, when applicable to legal updates impacting eminent domain acquisition processes. Responsibility: Dep. Dir. CP- RE Audit of Capital Projects Administration –Property Acquisition City Auditor’s Office May 12, 2020 •The report evaluated internal controls over property acquisition activities and assessed compliance with applicable laws and regulations. •The Real Estate Division acquired 77 property parcels valued about $2.7 million during 2018 and 2019 for construction projects. Purpose of the Audit Legistar ID: 20-730 2 of 9May 12, 2020 Property Acquisition Process Due Diligence & Appraisal •Project Introduction •Appraisal Report •Title Commitment Negotiation •Initial Offer Letter •Negotiate with property owners Acquisition •Final offer •Capitalization of Acquired Property Eminent Domain (Condemnation Process) If Negotiation Fails Legistar ID: 20-730 3 of 9May 12, 2020 •Real Estate division is in compliance with the Texas Property Code, Texas Local Government Code and other applicable laws relating to acquisition. •Management reporting and tracking procedures have been improved. •Property Acquisition procedures and policies have been streamlined. Acquisition activities have improved under current Real Estate administration Legistar ID: 20-730 4 of 9May 12, 2020 Due Diligence & Appraisal •Current management developed new requirements for project initiation documentation but they have not been fully implemented. •Qualification criteria was not established for appointment of appraisers. Legistar ID: 20-730 5 of 9May 12, 2020 Negotiation •Informal negotiation process provides needed flexibility, however, current procedures may be improved by formalizing the following elements: 1.Discuss the property acquisition process with property owners before sending the first offer; 2.Establish negotiation authority limits for Real Estate Specialists; and 3.Formally document the outcome of negotiations including justifications for price increases. Legistar ID: 20-730 6 of 9May 12, 2020 Acquisition •Purchased properties were duly capitalized. •No process existed to capitalize properties acquired by way of donation. Legistar ID: 20-730 7 of 9May 12, 2020 Rec.Recommendations*Response Implementation Actions* 1 Execute and maintain all required acquisition documentation Concur Direction given and compliance will be verified monthly 2 Adopt a formal negotiation process Concur Formal adoption complete through SOP 3 Report donated real estate assets to Accounting Concur Monthly reporting process implemented 4 Define appraiser qualification criteria Concur Establishing criteria via the RFQ process 5 Codify Real Estate Specialist training requirements Concur Licensed RE Specialists have continuing education requirements and industry training is recommended & required as appropriate Management Response Summary *Detailed recommendations and implementation actions can be seen in the full audit report. Legistar ID: 20-730 8 of 9May 12, 2020 Questions? City Auditor’s Office Madison Rorschach, Staff Auditor Neeraj Sama, Staff Auditor Legistar ID: 20-730 9 of 9May 12, 2020 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-912,Version:1 AGENDA CAPTION Receive a report,hold a discussion,and give staff direction regarding an internal audit of Capital Projects Administration - Construction. City of Denton Printed on 5/8/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Internal Audit STAFF AUDITOR: Madison Rorschach DATE: May 12, 2020 SUBJECT Receive a report, hold a discussion, and give staff direction regarding an internal audit of Capital Projects Administration – Construction. BACKGROUND The capital projects administration process is used to manage and execute the design and construction of horizontal capital improvement projects, including roadways, bridges, water lines, sewer lines, and more. The City is currently estimated to expend about $270 million to complete the capital improvement programs reviewed as part of this audit. Due to the complexity of this process, the results of the audit have been split into three separate reports: I. Planning & Design; II. Property Acquisition; and III. Construction. The City Auditor’s Office has completed an audit report of the capital projects administration – construction process as scheduled on the FY18-19 audit plan. This report reviewed approximately $81 million in expenditures for project construction contracts as well as the construction management and inspection processes. RECOMMENDATION Staff recommends approval of the Audit of Capital Projects Administration – Construction. PRIOR ACTION/REVIEW (Council, Boards, Commissions) None. EXHIBITS 1. Agenda Information Sheet 2. Audit Response Cover Letter 3. Audit of Capital Projects Administration – Construction 4. Presentation Respectfully submitted: Madison Rorschach, 940-349-7228 Staff Auditor City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com Audit Response Cover Letter Capital Projects Construction OUR CORE VALUES Integrity Fiscal Responsibility Transparency Outstanding Customer Service ADA/EOE/ADEA www.cityofdenton.com TDD (800) 735-2989 April 27, 2020 City Auditor Acknowledgement The City Auditor’s Office has completed a performance audit of the Capital Projects Administration Construction processes. We conducted this performance audit in accordance with generally accepted government auditing standards. Those standards require that we plan and perform the audit to obtain sufficient, appropriate evidence to provide a reasonable basis for our findings and conclusions based on our audit objectives. We believe that the evidence obtained provides a reasonable basis for our findings and conclusions based on our audit objectives. City Attorney Acknowledgement The City Auditor’s Office requested that the City Attorney provide an opinion related to the audit of the Capital Projects Administration. The opinion provided to the City Auditor and City Management has been provided to the Audit and Finance Committee and the City Council by separate memorandum to preserve attorney-client privilege. The City Attorney’s Office was engaged in this audit only to provide a legal opinion to the City Auditor and City Management related to competitive procurement statutes. The City Attorney’s Office does not express an opinion to either the audit’s findings and recommendations or City Management responses to the audit’s findings and recommendations. Capital Projects Acknowledgement The Capital Projects department has reviewed the Auditor’s report and generally concur with the report findings. Some of the findings are in alignment with the department’s own internal assessment. The department is currently working on standardized documentation and process controls that address some of the findings. As demonstrated in the report, the Capital Projects department continues to provide engineering services and deliver City’s capital projects while firmly adhering to the City’s core values, best practices, and state law. Procurement & Compliance Acknowledgement Procurement & Compliance have reviewed the report and management responses and agree with the recommendations. The Procurement & Compliance Department will continue to refine the procurement processes and documentation in compliance with applicable statutes. City Manager’s Office/Review Team Acknowledgement The City Manager’s Office, Review Team, Procurement & Compliance Department and Capital Projects Department have had an opportunity to provide input, respond to and review the Capital Projects Administration Construction Audit prior to those findings being shared with the Audit & Finance Committee and City Council. As is noted in the Management Response Matrix, staff 2 concurs with the findings from Internal Audit’s assessment. Staff has completed process improvements to address the majority of findings from this audit with the remaining items scheduled to be addressed within the next six months. AUDIT OF CAPITAL PROJECTS ADMINISTRATION Construction ABSTRACT Controls over construction contract procurement compliance and invoice verification procedures should be improved. In addition, formalization of some project monitoring processes would provide greater quality assurance and potentially increase efficiency. City Auditor’s Office The City of Denton Internal Audit Report April 2020 Audit of Capital Projects Administration: Construction Page2 Table of Contents Executive Summary ............................................................................................................................3 Introduction ......................................................................................................................................5 Management Responsibility ..................................................................................................................... 5 Audit Objectives, Scope, and Methodology.............................................................................................. 5 Background ............................................................................................................................................... 6 What Works Well ...............................................................................................................................8 The City Has Adopted Appropriate Construction Standards .................................................................... 8 All Reviewed Pay Estimates were Adequately Approved ......................................................................... 8 Opportunities for Improvement ....................................................................................................... 10 Construction Contract Procurement Did Not Always Comply with State Law ....................................... 10 Construction Contract Terms Were Not Always Followed ..................................................................... 12 Construction Discrepancies’ Resolution Process Needs To Be Improved .............................................. 14 Inspection Activities Should Be Further Detailed ................................................................................... 16 Additional Construction Testing Would Increase Assurance .................................................................. 18 Appendix A: Management Response Summary ................................................................................. 19 Appendix B: Reviewed Projects ........................................................................................................ 21 The City of Denton Internal Audit Report April 2020 Audit of Capital Projects Administration: Construction Page3 Executive Summary Honorable Mayor and members of the City Council, The City Auditor’s Office has completed a performance audit of the Capital Projects Administration Planning & Design processes. The objective of this audit is to provide assurance that the City’s resources are being used economically and efficiently by evaluating the existence and adequacy of controls over the capital project construction processes. Salient Findings • The City has adopted the Public Works Construction Standards promulgated by the North Central Texas Council of Governments (NCTCOG) for the construction of general government construction projects. The City’s Public Works Inspections (PWI) staff is currently responsible for ensuring that construction activities are being performed in accordance with these standards as well as the project-specific plans and specifications. Currently, the City is working on developing its own standards based in NCTCOG standards. • Six of the seven reviewed construction projects’ original contracts were appropriately solicited in accordance with Texas Local Government Code 252 or Texas Government Code 2269. Procurement discrepancies of the remaining project – McKinney Phase I – were investigated by the City Auditor’s Office and disclosed to the City Council in a separate communication on February 21, 2020. • Texas Local Government Code §252.048 requires that the governing body of a municipality approve any contract change orders that cumulatively decrease or increase the contract value by more than $50,000. Change orders that cumulatively valued less than $50,000 may be approved by the City Manager, whose authority effectively resets after Council approves the change orders. Three of the thirteen executed change orders were approved inappropriately by staff. • More than $1 million work was performed prior to receiving the City Council’s required approval of the corresponding change orders. Allowing contractors to perform work before approval of relevant change orders may create an inappropriate obligation to pay. If this obligation is not ratified, the City may be in violation of state procurement regulations or could be at risk of legal action. • In general, contracts provide duties and obligations of the parties as well as remedies for failure to abide by contract terms. We found three instances in records pertaining to the Bonnie Brae Phase I and Mayhill Phase I contracts where contract terms were not adhered to as follows: o Calculation error in a pay estimate resulted in underpayment of about $18,000 to the Bonnie Brae Phase I contractor. o The Mayhill Phase I construction contract stated that only complete and in place items will be paid for and no payment will be made for materials on hand. Despite this clause, multiple pay estimates included materials on hand statements resulting in the City pre- paying the contractor almost $267,000. The Mayhill I materials on hand payments appear to have been credited back to the City as part of the pay estimate process. The City of Denton Internal Audit Report April 2020 Audit of Capital Projects Administration: Construction Page4 However, specific attention should be paid to the reconciliation of these payments to avoid paying the contractor for materials that were not used during the project. o In construction contracts, retainage is generally held to ensure proper performance. The contract stated that 5% retainage shall be held by the City. However, the City released about $1 million of the Mayhill Phase I retained amount prematurely leaving only 1.8% retainage. According to the City Engineer, this practice is not uncommon in the construction industry; however, the City should comply with the terms of its contracts. • The assigned PWI Inspector physically inspects the construction site daily and records site conditions, general details of construction activities, and any unusual occurrences in their Daily Work Report. The Daily Work Reports provide the basis for the City’s construction quality acceptance function; however, the inspection tests performed, and the results recorded are largely at the discretion of the assigned Inspector. Without a documented, formal inspection process or well-defined inspection activity requirements, it is difficult to ensure that all construction activities were performed appropriately. Similarly, there is no system to track and resolve any recorded unusual occurrences or non-conforming inspection results. Without a tracking system, it may be difficult to ensure that these issues were appropriately resolved. Without formally established procedures for conducting daily inspection activities, there is a risk that non-conforming inspection results will not be observed. Similarly, implementing a tracking system for inspection tests and unusual occurrences would provide further assurance that all construction activities were appropriately inspected. This would not only facilitate supervisory review but may also help Inspectors prevent potential project delays. • For capital improvement projects, independent assurance of quality control includes testing of construction materials, compaction reports, density tests, water tests, etc. Materials and compaction tests are generally performed in compliance with NCTCOG standards and project specifications. Tests are overseen by Public Works Inspectors when performed. Based on our review, construction testing may be performed by firms hired by the City, the design consultant, or the construction contractor without consistency. The City has the ability to retest any construction tests to verify their accuracy. However, currently there is no set process to determine when a retest should occur. Allowing the construction contractor to hire a construction testing firm increases the chance that test results may be skewed or falsified. Developing a random retesting program would provide increased assurance that this risk has not manifested. We appreciate Engineering Services staff for their co-operation. We made eleven recommendations in this report. Engineering Services has concurred or partially concurred with all eleven recommendations. Sincerely, Umesh Dalal, City Auditor The City of Denton Internal Audit Report April 2020 Audit of Capital Projects Administration: Construction Page5 Introduction The City Auditor is responsible for providing: (a) an independent appraisal1 of City operations to ensure policies and procedures are in place and complied with, inclusive of purchasing and contracting; (b) information that is accurate and reliable; (c) assurance that assets are properly recorded and safeguarded; (d) assurance that risks are identified and minimized; and (e) assurance that resources are used economically and efficiently and that the City’s objectives are being achieved. The City Auditor’s Office has completed a performance audit of the Capital Projects Administration Construction processes. We conducted this performance audit in accordance with generally accepted government auditing standards. Those standards require that we plan and perform the audit to obtain sufficient, appropriate evidence to provide a reasonable basis for our findings and conclusions based on our audit objectives. We believe that the evidence obtained provides a reasonable basis for our findings and conclusions based on our audit objectives. Management Responsibility City management is responsible for ensuring that resources are managed properly and used in compliance with laws and regulations; programs are achieving their objectives; and services are being provided efficiently, effectively, and economically. Audit Objectives, Scope, and Methodology This report is intended to provide assurance that the City’s resources are being used economically and efficiently by evaluating the existence and adequacy of controls over capital project construction processes. Audit fieldwork was conducted during November and December of 2019 and January of 2020. The scope of review varied depending on the procedure being performed. The following list summarizes major procedures performed during this time: • Reviewed documentation to develop criteria including industry standards, best practices, policies, and procedures; • Developed a process narrative to identify current control activities that was certified by the City Engineer, Deputy City Engineer, Public Works Inspections Manager, the Assistant Controller, and Engineering Service’s Contract Control Specialist; • Verified procurement law compliance for a selection of construction contracts and associated change orders executed as part of the general government capital projects delivery process; • Compared submitted construction invoices to contract terms; and • Reviewed Daily Work Reports and Requests for Information for under-construction projects. 1 The City of Denton Internal Auditor’s Office is considered structurally independent as defined by generally accepted government auditing standard 3.56. The City of Denton Internal Audit Report April 2020 Audit of Capital Projects Administration: Construction Page6 Background As of December 2017, The City of Denton’s Engineering Services had established and formalized general project management and delivery procedures in the Project Management Manual, which is based on the Project Management Institute’s Project Management Body of Knowledge (PMBOK). This Manual generally divides the capital improvement project (CIP) management process into six phases as shown below. 1. Initiation 4. Bid 2. Planning 5. Construction 3. Design 6. Close out This audit report generally covers Engineering Services’ processes and controls in the Bid and Construction phases, as no projects in our scope had gone through the close out process as of January 2020.2 The Initiation, Planning, and Design phases were covered in our separate audit reports on Planning & Design and Property Acquisition. In this context, the report focuses on the administration of four major general government CIP programs as outlined in Appendix B. At the City of Denton, major capital improvement projects are generally funded through the issuance of debt such as general obligation (GO) bonds and certificates of obligation (CO), which are backed by the full faith and credit of the issuing jurisdiction,3 or revenue bonds, which are secured by a specific revenue stream. In addition, the City may receive additional monies from regional partners such as Denton County, Denton Independent School District, the Texas Department of Transportation, and the North Central Texas Council of Governments (NCTCOG) for certain transportation projects. The budgeted funds for each of the four selected capital improvement programs in our scope as of March 2020 are broken out by source in Figure 1: Figure 1: Select CIP Budgeted Funding Source as of March 2020 (In Millions) The four major CIP programs under review in our audit are typically broken into multiple phases resulting in 16 unique projects. Table 1 shows the status of each of these projects and expected completion date as of March 2020: 2 The Initiation, Planning, and Design phases were covered in a separate audit report. 3 While both types are backed by the full faith and credit of the issuing jurisdiction, GO Bonds require voter approval before issuance whereas COs do not. $0 $10 $20 $30 $40 $50 $60 $70 $80 $90 Bonnie Brae Hickory Creek Mayhill McKinneyMillionsRegional Partners GO Bonds COs Other The City of Denton Internal Audit Report April 2020 Audit of Capital Projects Administration: Construction Page7 Table 1: Select CIP Schedule Summary Project Phase Construction Start Exp. Completion Bonnie Brae I Construction Jul. 2017 Jun. 2020 Bonnie Brae II Construction Jan. 2020 May 2021 Bonnie Brae III 90% Design Aug. 2020 Sep. 2022 Bonnie Brae IVA Construction Jun. 2019 Mar. 2020 Bonnie Brae IVB 100% Design Jul. 2020 Oct. 2022 Bonnie Brae V 60% Design May. 2021 Aug. 2022 Bonnie Brae VI 30% Design Jan. 2021 Aug. 2022 Bonnie Brae VII Initiation TBD TBD Hickory Creek I Bid May 2020 May 2021 Hickory Creek II Construction Jan. 2020 Apr. 2021 Hickory Creek III 60% Design Aug. 2020 Apr. 2022 Hickory Creek IV On Hold NA NA Mayhill Road I Construction Sep. 2017 Apr. 2020 Mayhill Road II (DCTA Bridge) 30% Design Dec. 2020 Dec. 2022 McKinney I Close Out Jul. 2019 Mar. 2020 McKinney II Construction Dec. 2019 Mar. 2022 The City of Denton Internal Audit Report April 2020 Audit of Capital Projects Administration: Construction Page8 What Works Well The City Has Adopted Appropriate Construction Standards Standard construction specifications provide minimum standards for materials, methods of construction, and repair or alteration of improvements located within public right of way. These improvements include but are not limited to, streets, sanitary sewer facilities, storm drainage facilities, water distribution facilities, landscape, and other improvements. The auditors found the following: • The City has adopted the Public Works Construction Standards promulgated by the North Central Texas Council of Governments (NCTCOG) for the construction of general government construction projects. The City’s Public Works Inspections (PWI) staff is currently responsible for ensuring that construction activities are being performed in accordance with these standards as well as the project-specific plans and specifications. • In addition, the City is currently in the process of preparing and implementing City of Denton- specific construction standards based on NCTCOG’s standards. Tailoring the NCTCOG standards to fit the City should allow for increased consistency between construction projects, potentially improving both City staff efficiency and overall construction quality. All Reviewed Pay Estimates were Adequately Approved When processing invoices, it is important to substantiate the City’s obligation to pay the invoiced amount by verifying that the stated quantities were received and that the prices are accurate based on the agreement. While this responsibility typically falls on the City’s Accounts Payable Division, the nature of construction contract pay estimates (i.e. construction invoices) requires that Engineering Services staff be more directly involved. The auditors found the following: • The project’s Inspector – typically from the City’s Public Works Inspections Division – certify on the pay estimate that all invoiced quantities were constructed. This responsibility is codified in the Project Management Manual. According to the Project Management Manual, the project’s Project Manager then approves the pay estimate. Engineering Services’ Management stated that this approval should include a review of the invoiced prices to ensure that they match the contract terms. This responsibility is not codified in the Project Management Manual. Engineering Services administrative staff is responsible for verifying that the appropriate signatures are in place before forwarding the certified invoice to the Accounts Payable Division. According to the information received from the Deputy City Engineer, these responsibilities are illustrated in Table 2. Table 2: Pay Estimate Verification Responsibilities Role Responsibility Inspector Verify Quantities Project Manager Verify Prices Administrative Staff Verify Certifications The City of Denton Internal Audit Report April 2020 Audit of Capital Projects Administration: Construction Page9 • A total of 56 pay estimates had been processed for the four projects within our scope as summarized in Table 3. All 56 pay estimates had adequate approval. Table 3: Project Pay Estimates Summary (As of November 2019) Project No. of Pay Estimates Retained Value Total Paid Bonnie Brae I 21 $509,792 $9,684,969 Bonnie Brae IVA 6 $164,076 $3,117,445 Mayhill I 26 $563,087 $30,686,485 McKinney I 3 $64,406 $1,223,713 All: 56 $1,301,361 $44,712,612 The City of Denton Internal Audit Report April 2020 Audit of Capital Projects Administration: Construction Page10 Opportunities for Improvement Construction Contract Procurement Did Not Always Comply with State Law Of the sixteen projects under review, seven had executed construction contracts with thirteen associated change orders at the end of March 2020 (see Table 4). Table 4: Construction Contract Summary (March 2020) Project Total Construction Value Construction Change Orders Project Estimate at Completion Bonnie Brae I $12,436,200 $625,980 $19,147,000 Bonnie Brae II $11,638,323 $0 $19,592,000 Bonnie Brae IVA $3,490,847 $585,310 $6,600,000 Hickory Creek II $5,320,870 $0 $6,600,000 Mayhill I $35,603,590 -$273,824 $57,294,999 McKinney I $2,021,041 $49,980 $3,000,000 McKinney II $10,471,822 $0 $13,683,000 Total Construction Contract Value: $80,982,693 $987,446 $125,916,999 While the procurement function significantly impacts and is initiated by Engineering Services, compliance with procurement laws and regulations is the primary responsibility of the Purchasing Division. This being said, Engineering Services is also responsible for in ensuring that their construction projects are procured according to law – this includes the procurement of the original contract as well as the processing of any change orders. What We Found? • Six of the seven construction projects original contracts were appropriately solicitated in accordance with Texas Local Government Code 252 or Texas Government Code 2269. o Procurement discrepancies of the remaining project – McKinney Phase I – were investigated by the City Auditor’s Office and disclosed to the City Council in a separate communication. • Texas Local Government Code §252.048 requires that the governing body of a municipality approve any contract change orders that cumulatively decrease or increase the contract value by more than $50,000. Change orders that cumulatively value less than $50,000 may be approved by the City Manager, 4 whose authority effectively resets after Council approves the change orders. Three of the thirteen executed change orders were approved inappropriately as illustrated in Table 5. 4 Ordinance 2009-034 (executed on 2/3/2009) granted the City Manager authority to approve change orders up to $50,000 as specified in Texas Local Government Code 252.048 and the Materials Management and Payment Procedures Manual delegates this authority to Purchasing. The City of Denton Internal Audit Report April 2020 Audit of Capital Projects Administration: Construction Page11 Table 5: Construction Change Order Analysis Project Value Cumulative CMO Value Approval Appropriate? Bonnie Brae I $11,810,220 $0 Council Yes CO #1 $564,500 $0 Council Yes CO #2 $47,559 $47,559 Purch. Yes CO #3 $13,920 $61,479 Purch. No Bonnie Brae II $11,638,323 $0 Council Yes Bonnie Brae IVA $2,905,537 $0 Council Yes CO #1 $585,310 $0 Council Yes Hickory Creek II $5,320,870 $0 Council Yes Mayhill I $35,877,415 $0 Council Yes CO #1 $13,291 $13,291 Purch. Yes CO #2 $18,695 $31,986 Purch. Yes CO #3 $35,104 $67,090 CMO No CO #4 -$667,848 $0 Council Yes CO #5 $76,185 $76,185 CMO No CO #6 $137,836 $0 Council Yes CO #7 $112,912 $0 Council Yes McKinney I NA NA NA NA5 McKinney II $10,471,822 $0 Council Yes • In addition, some construction work was performed before the change order was approved.6 This situation is summarized in Table 6. Table 6: Summary of Construction Work Performed Before Authorization Project CO No. Change Order Approval Date Work Performed Before Value Performed Before Approval Total Project Construction Cost Bonnie Brae I #1 2/06/2018 1/31/2018 $137,908 $12,436,200 Bonnie Brae IVA7 #1 9/10/2019 9/11/2019 $864,130 $3,490,847 o Allowing contractors to perform work before approval of relevant change orders may create an inappropriate obligation to pay. If this obligation is not ratified, the City may be in violation of state procurement regulations or could be at risk of legal action. Why Does It Matter? The City must comply with state procurement laws and regulations as non-compliance may subject the City to judicial challenge. Section 252.061 of the Texas Local Government Code states that “if [a] contract is made without compliance with [Chapter 252], it is void and the performance of the contract, including the payment of any money under the contract, may be enjoined …” In addition, Section 252.062 of the Texas Local Government Code states that “a municipal officer or employee commits an offense if the officer or employee intentionally or knowingly violates [Chapter 252];” such an offense could result in a Class B or Class C misdemeanor. 5 The McKinney I project was not performed under a project-specific contract; potential issues with this procurement method were investigated by the City Auditor’s Office and disclosed to the City Council in a separate communication. 6 This determination was based on work conducted in the construction invoice period as submitted by the contractor. 7 Unauthorized Bonnie Brae IVA construction work was investigated by the City Auditor’s Office which is further detailed in a separate report. The results of this investigation were presented to the City Council on February 25th, 2020. The City of Denton Internal Audit Report April 2020 Audit of Capital Projects Administration: Construction Page12 Recommendations: 1. Review construction contracts to ensure that procurement regulations are followed and consult with the City Attorney’s Office if compliance with the regulations is in question. Engineering Services Comments: Procurement & Compliance Comments: Procurement will continue to follow Local Government Code 252 and Texas Government Code 2269 for public works construction procurements in consultation with the City Attorney’s Office. These procedures will be formally documented in the updated Purchasing Manual. 2. Clarify procurement change order authorization practices with guidance from the City Attorney’s Office to ensure compliance with state procurement regulations. Procurement & Compliance Comments: Procurement is working with the City Attorney’s Office to clarify the change order authorization procedures and ensure compliance with procurement statutes. These procedures will be formally documented in the updated Purchasing Manual. Moving forward, change orders over $50,000 will require City Council approval. 3. Consult with City Administration to identify methods to expedite the authorization of change orders when delays might significantly impact a construction project’s schedule. Engineering Services Comments: Capital Projects staff is working with the City Attorney’s office to develop and implement methods for expediting the authorization of change orders, especially when the delays may significantly impact construction projects schedule. The proposed changes will be included in the new construction contract documents that staff is currently working on updating. Construction Contract Terms Were Not Always Followed A construction contract provides important protections for the parties to the contract. In general, contracts provide duties and obligations of the parties as well as remedies for failure to abide by contract terms. Construction contracts typically include details of the project scope, work to be accomplished and payment procedures. In case of a breach of contract terms by one of the parties, the other party may have a right to legal remedies. What We Found? • In general, payments made to the contractor as part of the Bonnie Brae Phase I project were made in accordance with the contract terms; however, some invoices contained errors that resulted in the contractor being under paid as follows: o Pay estimate #16 of this project contained a calculation error that seemingly resulted in the City underpaying the contractor by $17,864.53. • All payments made to the construction contractor as part of the Bonnie Brae Phase IVA project appear to have been made in accordance with the contract terms. • The Mayhill Phase I construction contract contains the following provisions: The City of Denton Internal Audit Report April 2020 Audit of Capital Projects Administration: Construction Page13 o “Only complete and in place items will be paid for and no payment will be made for materials on hand.” Despite this clause, multiple pay estimates included materials on hand statements resulting in the City pre-paying the contractor $266,557.98. According to the City Engineer, this practice is not uncommon in the construction industry; however, the City should comply with the terms of its contracts. The Mayhill I materials on hand payments appear to be credited back to the City as part of the pay estimate process; however, specific attention should be paid to the reconciliation of these payments to avoid paying the contractor for materials that were not used during the project. o Another provision contained in the contract is, “A five percent (5%) retainage will be held by the City, calculated using the total work complete to date of the partial payment. No partial release of retainage will be permitted before Final Payment.” Despite this clause, $1,032,559.72 was paid to the contractor in August of 2019 as a partial retainage payment leaving a balance of $563,087 (1.8% retainage). According to the City Engineer, this practice is not uncommon in the construction industry; however, the City should comply with the terms of its contracts. Retainage payments are intended to provide an incentive for contractors to complete construction as agreed in the contractor; partial retainage payments reduce this incentive. • Due to the unique procurement method for the McKinney Phase I project, 21 of the project’s 40 line items are not covered under a contract. Still, Engineering Services and the contractor appear to have come to an agreement on the price of these line items using a project pricing proposal. o All three pay estimates incorrectly listed the prices of these non-contracted line items, seemingly resulting in an overpayment of $9,058.25. This being said, the City may have little recourse when attempting to recover these costs since these prices were not contractually established. Why Does It Matter? This audit report makes no conclusions about the materiality of the contractual infringements described previously. A material breach of contract may result in the City undergoing litigation. Recommendations: 4. Consult with the City Attorney’s Office to determine if the City has breached the concerned construction contracts. Engineering Services Comments: Capital Projects staff has been working with the City Attorney’s office to determine if any of the construction contracts were materially breached. Based on the response received from the City Attorney’s office, the City has not materially breached any construction contracts. The City of Denton Internal Audit Report April 2020 Audit of Capital Projects Administration: Construction Page14 5. Review pay estimates for the concerned projects to ensure payments have been made according to the contract terms. Engineering Services Comments: Capital Projects staff has reviewed all pay estimates for the concerned projects and have provided a detailed response. In the past six months staff has implemented a new invoice approval process along with new invoicing form which addresses the issues that were identified during this Audit. 6. Develop procedures to ensure that materials on hand payments and partial retainage payments are handled consistently in future projects to provide assurance that all payments have been processed correctly. Engineering Services Comments: Capital Projects staff will work with Procurement and Legal to develop a process/procedure for handling retainage payments which will be included in the new construction contract that staff is currently working on updating. Construction Discrepancies’ Resolution Process Needs To Be Improved During construction projects, the standards, contract, plans, and specifications do not always adequately address every issue that may arise on site. The purpose of a Request for Information (RFI) is to resolve conflicts, or discrepancies, early in the construction process to eliminate the need for costly measures subsequently. According to a study conducted by the Navigant Construction Forum,8 “Average reply times for RFIs can range from 6.4 days to 10 days based on region, project size, and duration.” In order to address these discrepancies, the City – like many organizations – has developed a standardized, automated (RFI) process. This process is illustrated in Figure 2. Figure 2: Request for Information Process The Project Manager is responsible for responding to the RFI based on communication with the involved stakeholders, such as the design consultant, other City departments, franchise utilities, etc. Once the response is prepared it is forwarded back to the Inspector and Contractor via the work management software. What We Found? • Request for Information documentation was reviewed for four under-construction projects including: 8 Navigant is the leading provider of expert services in the construction and engineering industries. It aims to provide best practices on the avoidance and resolution of construction project disputes globally. Contractor •Identifies Discrepancy •Requests Information Inspector •Creates RFI •Sets Response Deadline Project Manager •Gathers Information from Stakeholders •Prepares and Submits RFI Response The City of Denton Internal Audit Report April 2020 Audit of Capital Projects Administration: Construction Page15 ➢ Bonnie Brae I ➢ Bonnie Brae IVA ➢ Mayhill I ➢ McKinney I o The Bonnie Brae I project was managed by City staff but inspected by the design consultant. For this reason, the City’s standard RFI process was not used; however, there was evidence that Engineering Services staff, the design contractor, and the construction contractor communicated via e-mail to resolve discrepancies. o The Bonnie Brae IVA project was managed and inspected by City staff. All RFIs were properly recorded and resolved using the process illustrated in Figure 1. The majority of RFIs were responded to within three days. o The McKinney I project was managed and inspected by City staff. No RFIs were created during construction. There is evidence that PWI staff were on site during construction. o The Mayhill I project was managed and inspected by the design consultant. One hundred and six RFIs were issued and resolved by the consultant with a response rate that varied from 1 to 378 days (see Figure 3 for further detail). The reasonableness and impacts of RFI response delays could not be examined based on the available RFI documentation. Figure 3: Mayhill Phase I RFI Response Rate Despite outsourcing the project management of Mayhill I, the City should still monitor construction activity to ensure the project is progressing appropriately. There was little evidence of City involvement in the resolution of RFI’s for a substantial period of the project. Engineering Services staff stated that a City Project Manager could not be involved in the monitoring of this project due to understaffing at the time. • The “Project Management Methodology Guidelines” adopted by the Engineering Services Department in December 2017, provides some examples on when an RFI should be used, however, it does not: o Specifically outline the process to create and respond to RFIs; or o Establish responsibility and timelines for resolving RFIs. Less than 15 Days 66% Btw 15 and 30 Days 10% Greater than 30 Days 24% The City of Denton Internal Audit Report April 2020 Audit of Capital Projects Administration: Construction Page16 Why Does It Matter? Discrepancies were not resolved using a consistent method in all of the reviewed projects. This being said, Engineering Services appears to have developed an automated request for information system. Codification of this process would facilitate consistency and help retain institutional knowledge. Similarly, developing standard response timelines for different types of RFIs may aid both Public Works Inspectors and Project Managers in prioritizing RFIs – further improving response timeliness and minimizing construction project delays. Recommendations: 7. Formalize the process for RFI creation in a policy or standard operating procedure. Engineering Services Comments: Staff has developed a Standard Operating Procedure (SOP) for the Request For Information (RFI) which is currently used by the Capital Projects department. The SOP specifically outlines how to create the RFI through Smartsheet and provides a timeline for responding and automatic reminders. These RFI’s are tracked every week and a report is submitted to the leadership team. 8. Develop criteria or guidelines to ensure the timely resolutions of discrepancies observed by contractors during construction projects. Engineering Services Comments: See previous response. Inspection Activities Should Be Further Detailed In general, the quality assurance process includes three key components as shown below: 1. Quality Control performed by the contractor to ensure their processes are performed effectively; 2. Quality Acceptance performed by the owning agency to verify that the construction complies with the applicable standards, specifications, and plans; and 3. Independent Assurance performed by a third party to provide an independent assessment of the construction quality. The City’s Public Works Inspections (PWI) Division performs the quality acceptance function and is responsible for inspecting construction projects to ensure that they meet the specified standards, plans, and specifications. PWI’s construction project documentation was reviewed for four under- construction projects including: ➢ Bonnie Brae I ➢ Bonnie Brae IVA ➢ Mayhill I ➢ McKinney I What We Found? • PWI Inspectors do not provide the “means or methods” for performing construction work. Essentially, this means that they do not instruct the contractor on how to perform a construction activity, allowing PWI staff to remain independent and provide quality acceptance activities. The City of Denton Internal Audit Report April 2020 Audit of Capital Projects Administration: Construction Page17 • The assigned PWI Inspector physically inspects the construction site daily and records site conditions, general details of construction activities, and any unusual occurrences in their Daily Work Report. o The Daily Work Reports provide the basis for the City’s construction quality acceptance function; however, the inspection tests performed, and the results recorded are largely at the discretion of the assigned Inspector. Without a documented, formal inspection process or well-defined inspection activity requirements, it is difficult to ensure that all construction activities were performed appropriately. o Similarly, there is no system to track and resolve any recorded unusual occurrences or non-conforming inspection results. Without a tracking system, it may be difficult to ensure that these issues were appropriately resolved. Why Does It Matter? Without formally established procedures for conducting daily inspection activities, there is a risk that non-conforming inspection results will not be observed. This is specifically a risk for new or less experience PWI Inspectors who may or may not take a significant time to understand the Division’s inspection methods. Similarly, implementing a tracking system for inspection tests and unusual occurrences would provide further assurance that all construction activities were appropriately inspected. This would not only facilitate supervisory review but may also help Inspectors prevent potential project delays. Recommendations: 9. Create standard inspection guidance for Public Works Inspections staff to provide greater assurance that construction activities are properly inspected. Public Works Inspections Comments: Public Works Inspections has created and implemented a Standard Operating Procedure for the information that will be recorded on Daily Work Reports. The SOP outlines a more standardized approach to recording and observing construction activities on a daily basis. 10. Develop a system to track non-conforming inspection results to ensure they are corrected appropriately. Public Works Inspections Comments: Public Works Inspections has created an Excel spreadsheet that will be used for recording and tracking the status of issues and non-conforming inspections. The City of Denton Internal Audit Report April 2020 Audit of Capital Projects Administration: Construction Page18 Additional Construction Testing Would Increase Assurance As discussed previously, independent assurance is a key component of the quality assurance process that is typically performed by an independent, third party. For capital improvement projects, these activities generally include the testing of construction materials, compaction reports, density tests, water tests, etc. What We Found? • Materials and compaction tests are generally performed in compliance with NCTCOG standards and project specifications. Tests are overseen by Public Works Inspectors when performed. Based on our review, construction testing may be performed by firms hired by the City, the design consultant, or the construction contractor without consistency. • The City has contracted with a construction testing firm and has the ability to retest any construction tests to verify their accuracy. Based on our discussions with Public Works Inspections staff, there is currently no set process to determine when a retest should occur. Why Does It Matter? Allowing the construction contractor to hire a construction testing firm increases the chance that test results may be skewed or falsified. Developing a random retesting program would provide increased assurance that this risk has not manifested. Recommendation: 11. Develop a process to randomly retest materials and compaction tests ordered by the construction contractor. Public Works Inspections Comments: Public Works Inspections has created a Standard Operating Procedure for material testing that includes testing and retesting of materials and compaction tests conducted/submitted by the contractor. Public Works Inspections has developed a log that tracks testing and retesting for each Capital Improvement Project. The City of Denton Internal Audit Report April 2020 Audit of Capital Projects Administration: Construction Page19 Appendix A: Management Response Summary The following summarizes the recommendations issued throughout this report. The auditors found that staff and the Department were receptive and willing to make improvements to controls where needed. Management has provided their response to each recommendation. 1 Review construction contracts for the concerned projects to ensure procurement regulations were followed and consult with the City Attorney’s Office on potential remedies if compliance with the regulations is in question. Concur Expected Completion: June 2020 Engineering Services Comments: Procurement & Compliance Comments: Procurement will continue to follow Local Government Code 252 and Texas Government Code 2269 for public works construction procurements in consultation with the City Attorney’s Office. These procedures will be formally documented in the updated Purchasing Manual. Responsibility: 2 Clarify procurement change order authorization practices with guidance from the City Attorney’s Office to ensure compliance with state procurement regulations. Concur Expected Completion: June 2020 Procurement & Compliance Comments: Procurement is working with the City Attorney’s Office to clarify the change order authorization procedures and ensure compliance with procurement statutes. These procedures will be formally documented in the updated Purchasing Manual. Moving forward, change orders over $50,000 will require City Council approval. Responsibility: 3 Consult with the City Attorney’s Office to identify methods to expedite the authorization of change orders when delays might significantly impact a construction project’s schedule. Concur Expected Completion: Six months Engineering Services Comments: Capital Projects staff is working with the City Attorney’s office to develop and implement methods for expediting the authorization of change orders, especially when the delays may significantly impact a construction projects schedule. The proposed changes will be included in the new construction contract documents that staff is currently working on updating. Responsibility: Capital Projects 4 Consult with the City Attorney’s Office to determine if the City has materially breached the concerned construction contracts. Concur Expected Completion: Completed Engineering Services Comments: Capital Projects staff has been working with the City Attorney’s office to determine if any of the construction contracts were materially breached. Based on the response received from the City Attorney’s office, the City has not materially breached any construction contracts. Responsibility: 5 Review pay estimates for the concerned project to ensure payments have been made according to the contract terms. Concur Expected Completion: Completed Engineering Services Comments: Capital Projects staff has reviewed all pay estimates for the concerned projects and have provided a detailed response. In the past six months staff has implemented a new invoice approval process along with new invoicing form which addresses the issues that were identified during this Audit. Responsibility: The City of Denton Internal Audit Report April 2020 Audit of Capital Projects Administration: Construction Page20 6 Develop procedures to ensure that materials on hand payments and partial retainage payments are handled consistently in future projects to provide assurance that all payments have been processed correctly. Concur Expected Completion: Six months Engineering Services Comments: Capital Projects staff will work with Procurement and Legal to develop a process/procedure for handling retainage payments which will be included in the new construction contract that staff is currently working on updating. Responsibility: 7 Formalize the process for RFI creation in a policy or standard operating procedure. Concur Expected Completion: Completed Engineering Services Comments: Staff has developed a Standard Operating Procedure (SOP) for the Request For Information (RFI) which is currently used by the Capital Projects department. The SOP specifically outlines how to create the RFI through Smartsheet and provides a timeline for responding and automatic reminders. These RFI’s are tracked every week and a report is submitted to the leadership team. Responsibility: 8 Develop criteria or guidelines to ensure the timely resolutions of discrepancies observed by contractors during construction projects. Concur Expected Completion: Completed Engineering Services Comments: See previous response. Responsibility: Capital Projects 9 Create standard inspection guidance for Public Works Inspections staff to provide greater assurance that construction activities are properly inspected. Concur Expected Completion: Completed Public Works Inspections Comments: Public Works Inspections has created and implemented a Standard Operating Procedure for the information that will be recorded on Daily Work Reports. The SOP outlines a more standardized approach to recording and observing construction activities on a daily basis. Responsibility: 10 Develop a system to track non-conforming inspection results to ensure they are corrected appropriately. Concur Expected Completion: Completed Public Works Inspections Comments: Public Works Inspections has created an Excel spreadsheet that will be used for recording and tracking the status of issues and non- conforming inspections. Responsibility: 11 Develop a process to randomly retest materials and compaction tests ordered by the construction contractor. Concur Expected Completion: Completed Public Works Inspections Comments: Public Works Inspections has created a Standard Operating Procedure for material testing that includes testing and retesting of materials and compaction tests conducted/submitted by the contractor. Public Works Inspections has developed a log that tracks testing and retesting for each Capital Improvement Project. Responsibility: The City of Denton Internal Audit Report April 2020 Audit of Capital Projects Administration: Construction Page21 Appendix B: Reviewed Projects The following list details the project reviewed as part of this audit: • Bonnie Brae Street roadway improvements; o Phases I, II, and III comprises improvements to Bonnie Brae from Vintage Boulevard to Interstate 35E, including improvements on Vintage from Fort Worth Drive (US 377) to Interstate 35W; o Phases IV and V comprises improvements from I-35E to University Drive (US 380); and o Phases VI and VII comprises improvements from University Drive to Loop 288. Picture 1: Bonnie Brae Blvd CIP • Hickory Creek Road roadway improvements and realignment; o Phases I comprises improvements from Barrel Strap to Teasley Lane; o Phase II comprises improvements from Teasley Lane to Riverpass Drive; o Phase III comprises the improvement and realignment of Hickory Creek from Riverpass straight to Country Club Road (FM 1830); and o Phase IV comprised of improvements from Country Club to Fort Worth Drive.9 Picture 2: Hickory Creek Rd. CIP • Mayhill Road roadway improvements from University Drive to Colorado Boulevard; and 9 As of December 2019, Hickory Creek Road Phase IV appears to have been put on hold. N The City of Denton Internal Audit Report April 2020 Audit of Capital Projects Administration: Construction Page22 Picture 3: Mayhill Rd. CIP • McKinney Street roadway improvements from Loop 288 to Grissom Road. Picture 4: McKinney Street CIP N N Audit of Capital Projects Administration – Construction City Auditor’s Office May 12, 2020 •This audit reviewed four CIP programs including: •Together these programs are estimated to cost about $270 million total (about $121 million from outside sources) –this report reviewed the construction management and inspection processes as well as about $81 million in expenditures for construction contracts Program No. of Projects Est. Total Cost Program No. of Projects Est. Total Cost Bonnie Brae 8 $115.4 Million Hickory Creek 4 $52.6 Million Mayhill 2 $84.8 Million McKinney 2 $16.7 Million Purpose of the Audit Legistar ID: 20-912 2 of 7May 12th, 2020 Construction Contracts Reviewed (Millions) Some Procurement Issues Were Identified Legistar ID: 20-912 3 of 7May 12th, 2020 •Verified that six of the reviewed construction contracts were appropriately procured. •Discrepancies with the remaining contract was disclosed to Council seperately •Three executed change orders were inappropriately approved Project Total Construction Value Change Orders Project Est. at Completion Bonnie Brae I $12.4 $0.6 $19.1 Bonnie Brae II $11.6 $0.0 $19.6 Bonnie Brae IVA $3.5 $0.6 $6.6 Hickory Creek II $5.3 $0.0 $6.6 Mayhill I $35.6 -$0.3 $57.3 McKinney I $2.0 $0.0 $3.0 McKinney II $10.5 $0.0 $13.7 Total Reviewed:$81.0 $1.0 $125.9 •All construction pay estimate invoices were appropriately reviewed & approved •Some construction work was performed prior to Council authorization •The construction discrepancy resolution process has been inconsistent in the past Construction Discrepancy Resolution Process Construction Management Processes Should be Formalized Legistar ID: 20-912 4 of 7May 12th, 2020 Contractor •Identifies Discrepancy •Requests Information Inspector •Creates RFI •Sets Response Deadline Project Manager •Gathers Info From Stakeholders •Prepares & Submits RFI Response •The City has adopted appropriate construction standards •Daily Work Reports do not consistently record inspection results •There was no formal process to retest materials tested by contractors. Daily Work Report Example Inspections & Testing Could be Further Documented Legistar ID: 20-912 5 of 7May 12th, 2020 Rec.Recommendations*Response Implementation Actions* 1 Ensure procurement regulations were followed for referenced contracts Concur Review results will be disclosed to Council separately 2 Clarify Change Order (CO) authorization limits Concur Procedures will be documented in Updated Purch. Manual 3 Identify methods to expedite CO authorization when needed Concur Working with City Attorney’s Office to identify methods 4 Determine if City has materially breached referenced contracts Concur City Attorney’s Office indicated no breach had occurred 5 Ensure referenced payments were made accurately Concur Implemented new invoice process & reviewed payments 6 Develop materials on hand & partial retainage procedures Concur Working with Legal to develop procedures 7 Formalize RFI process Concur Developed an SOP 8 Develop guidelines to resolve construction discrepancies Concur Developed an SOP 9 Create standard inspection guidance Concur Developed an SOP 10 Develop system to track non-conforming inspection results Concur Developed process for recording & tracking 11 Develop random materials retesting process Concur Developed an SOP Management Response Summary *Detailed recommendations and implementation actions can be seen in the full audit report. Legistar ID: 20-912 6 of 7May 12th, 2020 Questions? City Auditor’s Office Madison Rorschach, Staff Auditor Neeraj Sama, Staff Auditor Legistar ID: 20-912 7 of 7May 12th, 2020 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-904,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 7 Arrows Land Staff,LLC,for easement/property acquisition services for the Capital Improvement Program for Denton Municipal Electric;providing for the expenditure of funds therefor;and providing an effective date (RFQ 6862 -awarded to 7 Arrows Land Staff,LLC,for three (3) years,with the option for two (2)additional one (1)year extensions,in a total five (5)year not-to-exceed amount of $430,000). City of Denton Printed on 5/8/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance CFO: Antonio Puente, Jr. DATE: May 12, 2020 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract with 7 Arrows Land Staff, LLC, for easement/property acquisition services for the Capital Improvement Program for Denton Municipal Electric; providing for the expenditure of funds therefor; and providing an effective date (RFQ 6862 – awarded to 7 Arrows Land Staff, LLC, for three (3) years, with the option for two (2) additional one (1) year extensions, in a total five (5) year not-to-exceed amount of $430,000). INFORMATION /BACKGROUND Denton Municipal Electric (DME), in pursuit of its Capital Improvement Program (CIP) for substation and transmission line projects, requires the services of consultants for support and assistance with easement and property acquisitions. 7 Arrows Land Staff, LLC has submitted a proposal to furnish real estate services required for easement and land acquisitions. The real estate services will be coordinated with the City of Denton’s Real Estate staff and, while intended to provide the resources needed for DME projects, can be available should support be required for activities of other City departments. These services are intended to meet the temporary needs of the CIP program. Over time, there will not be sufficient work to justify full time staff for these services as projects are completed. Using outside resources is an efficient and reasonable method for obtaining the temporary and specialized services needed. The approved DME CIP contains nine substation projects and 18 transmission line projects to be built, upgraded, or reconstructed and energized in the next 5 years. The DME CIP requires extensive land and land rights procurement services. These services include initial and ongoing contacts with landowners, providing all state required paperwork and notices to landowners, providing property appraisals, preparing related paperwork, tracking, reporting, supporting closing, providing tenant relocation services, providing eminent domain support, if needed, and providing other support as needed to make the land and easement acquisition processes proceed correctly. 7 Arrows Land Staff, LLC has provided real estate services for DME projects for several years. 7 Arrows Land Staff, LLC has also worked well with City of Denton Real Estate staff with positive comments on their performance. The City Real Estate staff participated in selection and review of the proposal for real estate services. This proposed professional service contract is structured such that DME only pays for actual work performed and that there is no guarantee of any minimum expenditure. Only work needed will be authorized City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com and paid for. The term of the contract is for three years with two annual renewals. The contract may be terminated with 30 days’ notice at any time with no penalty. Requests for Qualifications (RFQ) for professional engineering services for Electric Transmission and Substation Capital Program Management Services was sent to 295 prospective firms for these services. In addition, the RFQ was placed on the Materials Management website for prospective respondents to download and advertised in the local newspaper. Two (2) statement of qualifications (SOQ) were received. The SOQs were evaluated based on published criteria including identification and understanding of the City’s requirements, experience and qualifications, key personnel and project team available for work categories upon request, and indicators of probable performance. Based upon this evaluation, the recommended award is to 7 Arrows Land Staff, LLC, for easement/property acquisition services is determined to be the most qualified firm for the City. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On May 11, 2020 this item will go to the Public Utilities Board (PUB) for recommendation. RECOMMENDATION Award a contract with 7 Arrows Land Staff, LLC, for easement/property acquisition services, for the Capital Improvement Program for Denton Municipal Electric., in a three (3) year, with the option for two (2) additional one (1) year extensions, in a total five (5) year not-to-exceed amount of $430,000. PRINCIPAL PLACE OF BUSINESS 7 Arrows Land Staff, LLC Fort Worth, TX 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. FISCAL INFORMATION These services will be funded through the using department’s budget on an as-needed basis. The City will only pay for services rendered and is not obligated to pay the full contract amount unless needed. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Project List Exhibit 3: Evaluation Sheet Exhibit 4: LLC Members Exhibit 5: Ordinance and Contract Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Chuck Sears, 940-349-7111. Legal point of contact: Mack Reinwand at 940-349-8333. Project List DME Transmission Projects Only #Project Name Description 1 Hickory Substation New GIS substation to replace aging facilities 2 Denton North Substation Installation of a new 28MVA power transformer, grading, and security wall installation to accommodate adjacent property development. 3 Underwood Substation New Substation to meet the growth in the southwest section of DME's service territory 4 Bonnie Brae Substation Upgrade Construction required to convert to 138kV operation 5 Denton West Interchange Construction required to match the structural requirements for higher fault currents; Repair site drainage issues; Reconfigure bus to relocate capacitor bank; Install two transmission line terminals; Install new autotransformer to meet ERCOT contingency requirements. 6 Brinker Substation New Substation to provide a major transmission intertie point. 7 Eagle Substation New GIS substation to meet the needs of growth and maintain reliability in the central areas of Denton 8 RD Wells Substation Decommission two autotransformers upon conversion to 138kV; Replace bus and switches to increase capacity to 3000 amp. 9 North Lakes Substation Decommission one autotransformer upon conversion to 138kV 1 Pockrus - Brinker/SPI Transmission Line New double circuit transmission line with distribution underbuild from Pockrus Substation to the new Brinker Substation. 2 Woodrow - Brinker Transmission Line Reconstruct the 138kV transmission line between Woodrow Substation and the new Brinker Substation to provide the capacity to match the Brinker to McKinney line. 3 Brinker - Cooper Creek Transmission Line Intercept existing Industrial to Cooper Creek transmission line and tie into the new Brinker Substation; Upgrade the transmission line to meet the requirements of the contingency planning criteria. 4 Brinker - Industrial Transmission Line Intercept existing Industrial to Cooper Creek transmission line and tie into the new Brinker Substation 5 Hickory Substation Transmission Line Upgrades Transmission line improvements to extend into the new Hickory Substation. This project will include underground transmission lines. 6 Hickory - Eagle Transmission Line Reconstruct existing aging transmission line, upgrade to meet capacity requirements, and convert to 138kV operation. 7 Eagle - Locust Transmission Line Reconstruct existing aging transmission line, upgrade to meet capacity requirements, and convert to 138kV operation. 8 RD Wells - Hickory Transmission Line Extend and connect existing transmission line to 138kV bus to convert to 138kV operation. 9 Hickory - Bonnie Brae Transmission Line Relocate transmission line in conjunction with the Bonnie Brae Street widening project; Upgrade the transmission line to provide additional capacity to meet the requirements of the contingency planning criteria 10 Fort Worth - Teasley Transmission Line Replace two poles to raise conductors to accommodate Hickory Creek Road construction and bridge. 11 Denton West - Jim Christal Transmission Line Reroute one section of transmission line to move the line out of a heavily eroded creek bed. 12 Woodrow - Locust Transmission Line Upgrade the transmission line to provide additional needed capacity. 13 Bonnie Brae - North Lakes Transmission Line Intercept and extend existing transmission line to the new North Lakes Substation upon conversion to 138kV operation 14 RD Wells - Denton West Transmission Line Reconstruct transmission line to provide the additional capacity required to meet the contingency planning criteria 15 Brinker - Spencer Interchange Transmission Line Construct new transmission line from the new Brinker Substation to Spencer Interchange 16 Hickory - RD Wells Transmission Line Reconstruct transmission line to provide the additional capacity required to meet the contingency planning criteria 17 Underwood Substation Tie-in Construct transmission line facilities to connect the proposed new Underwood Substation. 18 Spencer Interchange - Spencer Switch TM Line Reconstruct existing transmission line to provide the capacity needed to meet the requirements of contingency planning criteria Substations Projects Transmission Line Projects Exhibit 2 7Arrrows Land Staff, LLC Burns and McDonnell Fort Worth, TX Fort Worth, TX $430,000 Pricing not provided ITEM 1 25 21 2 39 36 3 14 12 4 19 18 97 87 Exhibit 3 RFQ 6862 - Evaluation Sheet for Professional Engineering Services for Electric Transmission and Substation Capital Program Management Services Total: DESCRIPTION Respondent's Business Name: Prcincipal Place of Business (State and City): Pricing for three year contract with optional two one-year renewals for total of five year contract Indentification and understanding of the City's requirements for this contract 25% Experience and qualifications of the Respondent 40% Key personnel and Project Team available for work categories submitted upon 15% Indicators of Probable Performance 20% ORDINANCENO. ______ _ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH 7 ARROWS LAND STAFF, LLC, FOR EASEMENT/PROPERTY ACQUISITION SERVICES FOR THE CAPITAL IMPROVEMENT PROGRAM FOR DENTON MUNICIPAL ELECTRIC; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFQ 6862-AWARDED TO 7 ARROWS LAND STAFF, LLC, FOR THREE (3) YEARS, WITH THE OPTION FOR TWO (2) ADDITIONAL ONE (1) YEAR EXTENSIONS, IN A TOTAL FIVE (5) YEAR NOT-TO-EXCEED AMOUNT OF $430,000). WHEREAS, 7 Arrows Land Staff, LLC, the services provider (the "Provider") set forth in this ordinance is being selected as the most highly qualified on the basis of its demonstrated competence and qualifications to perform the proposed professional services; and WHEREAS, the fees under the proposed contract are fair, and reasonable, and are consistent with and not higher than the recommended practices and fees published by the professional associations applicable to the Provider's profession and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager is authorized to enter into a professional service contract with 7 Arrows Land Staff, LLC, for easement/property acquisition services for the Capital Improvement Program for Denton Municipal Electric, a copy of which is attached hereto and incorporated by reference herein. SECTION 2. The City Manager is authorized to expend funds as required by the attached contract. SECTION 3. The City Council of the City ofDenton, expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance for easement/property acquisition services for the Capital Improvement Program for Denton Municipal Electric, to the City Manager of the City of Denton, or his designee. SECTION 4. The findings in the preamble of this ordinance are incorporated herein by reference. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by and seconded by the ordinance was passed and approved by the following vote L_-__j: Aye Nay Abstain Absent Mayor Chris Watts: Gerard Hudspeth, District 1 : Keely G. Briggs, District 2: Jesse Davis, District 3: John Ryan, District 4: Deb Annintor, At Large Place 5: Paul Meltzer, At Large Place 6: PASSED AND APPROVED this the ___ day of ___________ , 2020. CHRIS WATTS, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: ---------------------------- APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNE~ n BY: ;fu., 1-~~~...-/ Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 9F245390-7332-4E1B-94EF-650FB90680F6 Jane Rogers Not Applicable 6862PSA Capital Program Management - 7Arrows Contract # 6862 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND 7 ARROWS LAND STAFF, LLC (CONTRACT 6862) THIS CONTRACT is made and entered into this date ______________________, by and between 7 Arrows Land Staff, LLC, a Texas Limited Liability Company, whose address is 777 Main St., Suite 600, Fort Worth, Texas 76102, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products and/or services in accordance with the City’s document RFQ 6862 – Capital Program Management 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 RFQ 6862 (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: 9F245390-7332-4E1B-94EF-650FB90680F6 Contract # 6862 Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Supplier certifies that Supplier’s signature provides written verification to the City that Supplier, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. SUPPLIER BY: ______________________________ AUTHORIZED SIGNATURE Printed Name:_____________________ Title:____________________________ __________________________________ PHONE NUMBER _________________________________ EMAIL ADDRESS ___________________________________ TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER CITY OF DENTON, TEXAS BY: _____________________________ TODD HILEMAN CITY MANAGER ATTEST: ROSA RIOS, CITY SECRETARY BY: _______________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: _______________________________ Exhibit A 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: 9F245390-7332-4E1B-94EF-650FB90680F6 Nikki Costanza Managing Partner nikkic@7arrowsland.com 8176759482 nikkic@7arrowsland.com Chief Financial Officer Antonio Puente, Jr. Electric Contract # 6862 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $430,000. Pricing shall be per Exhibit F attached. The total contract for easement/property acquisition services of RFQ 6862, which these services only are awarded by this Contract for the supply of these services, shall not exceed $430,000. Pricing shall be per Exhibit F attached. 2. Contract Terms The contract term will be three (3) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional two (2) one-year periods. The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council. The Supplier’s request to not renew the contract must be submitted in writing to the Purchasing Manager at least 60 days prior to the contract renewal date for each year. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months. 3. Price Escalation and De-escalation The City will implement an escalation/de-escalation price adjustment annually. The escalation/de- escalation will be based upon manufacturer published pricing sheets to the vendor. The price will be increased or decreased based upon the annually percentage change in the manufacturer’s price list. The price adjustment will be determined annually from the award date. Should the change exceed or decrease a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the published price change. It is the supplier or the Cities responsibility to request a price adjustment annually in writing. If no request is made, then it will be assumed that the bid price will be in effect. The supplier must submit or make available the manufacturers pricing sheet used to calculate the bid proposal, to participate in the escalation/de-escalation clause. The Supplier’s request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 60 days prior to the contract renewal date for each year. The Supplier should provide documentation as a percentage of each cost associated with the unit prices quoted for consideration. If no request is made, then it will be assumed that the current contract price will be in effect. Upon receipt of such request, the City of Denton, at its sole option, reserves the right to either: (1) accept the escalation as competitive with the general market price at the time, and become effective upon the renewal date of the contract award; or, (2) reject the increase within thirty (30) calendar days after receipt of a properly submitted request. If a properly submitted increase is rejected, the Supplier may request cancellation of such items from the contract by giving the City of Denton written notice. Cancellation will not go into effect for 15 calendar days after a determination has DocuSign Envelope ID: 9F245390-7332-4E1B-94EF-650FB90680F6 Contract # 6862 been issued. The prices in effect prior to the increase request must be honored on orders dated up to the official date of the City of Denton approval and/or cancellation. The request can be sent by e-mail to: purchasing@cityofdenton.com noting the solicitation number. The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes. DocuSign Envelope ID: 9F245390-7332-4E1B-94EF-650FB90680F6 Contract # 6862 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: 9F245390-7332-4E1B-94EF-650FB90680F6 Contract # 6862 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: 9F245390-7332-4E1B-94EF-650FB90680F6 Contract # 6862 any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it’s Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor’s obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department’s Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Contractor’s name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor’s registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor’s invoice. C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City’s receipt of the deliverables or of the invoice being received DocuSign Envelope ID: 9F245390-7332-4E1B-94EF-650FB90680F6 Contract # 6862 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: 9F245390-7332-4E1B-94EF-650FB90680F6 Contract # 6862 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: 9F245390-7332-4E1B-94EF-650FB90680F6 Contract # 6862 Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY – TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY – DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions DocuSign Envelope ID: 9F245390-7332-4E1B-94EF-650FB90680F6 Contract # 6862 in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables, or replace the non-conforming deliverables with fully conforming deliverables, at the City’s option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City’s rights under this section. D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer’s warranty, the Contractor shall transfer and assign such manufacturer’s warranty to the City. If for any reason the manufacturer’s warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturer’s warranty for the benefit of the City. 22. WARRANTY – SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the City’s rights under this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the DocuSign Envelope ID: 9F245390-7332-4E1B-94EF-650FB90680F6 Contract # 6862 Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City’s evaluation of and determination to accept such defective or non-conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non-conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party’s intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor’s Offer, or in any report or deliverable required to be submitted by the Contractor to the City. 27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City’s reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor’s default, including, without limitation, cost of cover, reasonable attorneys’ fees, court costs, and prejudgment and post- judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City’s vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days’ prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The DocuSign Envelope ID: 9F245390-7332-4E1B-94EF-650FB90680F6 Contract # 6862 City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR’S OBLIGATIONS UNDER THE DocuSign Envelope ID: 9F245390-7332-4E1B-94EF-650FB90680F6 Contract # 6862 CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage’s and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor’s and all subcontractors’ insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers’ compensation coverage written by the Texas Workers’ Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The “other” insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without DocuSign Envelope ID: 9F245390-7332-4E1B-94EF-650FB90680F6 Contract # 6862 expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage’s indicated within the Contract. xiv. The insurance coverage’s specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse effect on the Contractor’s ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor’s Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information DocuSign Envelope ID: 9F245390-7332-4E1B-94EF-650FB90680F6 Contract # 6862 Act, Chapter 552, and Texas Government Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City’s exercise anywhere in the world of the rights associated with the City’s’ ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor’s breach of any of Contractor’s representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co-counsel on the City’s behalf. Further, Contractor agrees that the City’s specifications regarding the deliverables shall in no way diminish Contractor’s warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City’s and/or its licensors’ confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, “Confidential Information”). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, DocuSign Envelope ID: 9F245390-7332-4E1B-94EF-650FB90680F6 Contract # 6862 acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City’s sole or joint ownership of any such deliverables arising by virtue of the City’s sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made-for-hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made- for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work- made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Contractor’s obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Contractor shall not advertise or publish, without the City’s prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or DocuSign Envelope ID: 9F245390-7332-4E1B-94EF-650FB90680F6 Contract # 6862 any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker’s compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. The Vendor shall notify the City’s Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of the company or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director’s resolution approving the action, or an executed merger or acquisition agreement. Failure to do so may adversely impact future invoice payments. DocuSign Envelope ID: 9F245390-7332-4E1B-94EF-650FB90680F6 Contract # 6862 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator’s fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. DocuSign Envelope ID: 9F245390-7332-4E1B-94EF-650FB90680F6 Contract # 6862 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: New Year’s Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year’s Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. DocuSign Envelope ID: 9F245390-7332-4E1B-94EF-650FB90680F6 Contract # 6862 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph – i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. DocuSign Envelope ID: 9F245390-7332-4E1B-94EF-650FB90680F6 Contract # 6862 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Workers’ Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the 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 DocuSign Envelope ID: 9F245390-7332-4E1B-94EF-650FB90680F6 Contract # 6862 affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFP/Bid documents 3. City’s standard terms and conditions 4. Purchase order 5. Supplier terms and conditions DocuSign Envelope ID: 9F245390-7332-4E1B-94EF-650FB90680F6 Contract # 6862 Exhibit D INSURANCE REQUIREMENTS AND WORKERS’ COMPENSATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better. • Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. • Liability policies shall be endorsed to provide the following: ▪ Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. ▪ That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. ▪ Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. • Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. DocuSign Envelope ID: 9F245390-7332-4E1B-94EF-650FB90680F6 Contract # 6862 • Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. • Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: • Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. • Coverage B shall include personal injury. • Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: • Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. • Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. DocuSign Envelope ID: 9F245390-7332-4E1B-94EF-650FB90680F6 Contract # 6862 [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: • any auto, or • all owned hired and non-owned autos. [ ] Workers’ Compensation Insurance Contractor shall purchase and maintain Workers’ Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers’ Compensation Commission (TWCC). [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an “occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. [ ] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. [ ] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. DocuSign Envelope ID: 9F245390-7332-4E1B-94EF-650FB90680F6 Contract # 6862 [ ] 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: 9F245390-7332-4E1B-94EF-650FB90680F6 Contract # 6862 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: 9F245390-7332-4E1B-94EF-650FB90680F6 MILESTONE FEES:Residential Commercial Vacant In Fee ROW/Land Basic Services: RouteDev./Public Involvement 750.00$ 750.00$ 750.00$ 750.00$ Title Work Request/Review 600.00$ 600.00$ 600.00$ 600.00$ Introductory Letter 250.00$ 250.00$ 250.00$ 500.00$ Right of Entry 500.00$ 500.00$ 500.00$ 500.00$ Presentation of Initial Offer Letter 500.00$ 500.00$ 500.00$ 500.00$ Issuance of Final Offer Letter 500.00$ 500.00$ 500.00$ 1,000.00$ Signed Agreement 1,000.00$ 1,250.00$ 1,000.00$ 1,250.00$ Completed Closing or Delivery of Condemnation Pkg.1,000.00$ 1,250.00$ 1,000.00$ 1,250.00$ Total Acquisition 5,100.00$ 5,600.00$ 5,100.00$ 6,350.00$ Appraisal Services: 50% of Fee - Draft Report 1,750.00$ 2,500.00$ 1,750.00$ 2,500.00$ 50% of Fee - Final Report 1,750.00$ 2,500.00$ 1,750.00$ 2,500.00$ Total Appraisal 3,500.00$ 5,000.00$ 3,500.00$ 5,000.00$ Relocation Support Services:Residential Business Personal Property Submittal of Moving Plan/Proof of Providing Benefits 3,000.00$ 3,400.00$ 1,375.00$ Submittal of Memo to DME reporting actual date Displacee Vacated Property 2,250.00$ 2,550.00$ n/a Submital of Completed File ot DME with Documents filed by date of Activity 2,250.00$ 2,550.00$ 1,125.00$ Total Relocation 7,500.00$ 8,500.00$ 2,500.00$ Hourly Fees: Real Estate Project Management 150.00$ Appraisal Staff Prep and Testimony for Condemnation 300.00$ Right of Way Agent Support 85.00$ Right of Way/Land Acquisition Services Milestone Payment Schedule Exhibit FDocuSign Envelope ID: 9F245390-7332-4E1B-94EF-650FB90680F6 Exhibit CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date DocuSign Envelope ID: 9F245390-7332-4E1B-94EF-650FB90680F6 7Arrows Land Staff, LLC G X X None N/A X 4/22/2020 X Certificate Of Completion Envelope Id: 9F24539073324E1B94EF650FB90680F6 Status: Sent Subject: Please DocuSign: City Council Contract 6862 Capital Program Management - 7Arrows Source Envelope: Document Pages: 31 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: 198.49.140.104 Record Tracking Status: Original 4/14/2020 1:16:40 PM 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: 198.49.140.104 Sent: 4/14/2020 1:27:51 PM Viewed: 4/14/2020 1:28:00 PM Signed: 4/14/2020 1:32:15 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: 4/14/2020 1:32:17 PM Viewed: 4/15/2020 12:37:47 PM Signed: 4/15/2020 12:39:03 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: 4/15/2020 12:39:06 PM Viewed: 4/20/2020 5:05:31 PM Signed: 4/21/2020 3:30:43 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Nikki Costanza nikkic@7arrowsland.com Managing Partner Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 47.37.86.193 Sent: 4/21/2020 3:30:46 PM Viewed: 4/22/2020 12:49:45 PM Signed: 4/22/2020 12:53:09 PM Electronic Record and Signature Disclosure: Accepted: 4/22/2020 12:49:45 PM ID: bccd8d8b-2480-4074-be59-b0adb4b13b16 Signer Events Signature Timestamp Antonio Puente, Jr. Antonio.Puente@cityofdenton.com Chief Financial Officer Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 4/22/2020 12:53:12 PM Viewed: 4/22/2020 1:00:35 PM Signed: 4/22/2020 9:37:31 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 4/22/2020 9:37:33 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: 4/14/2020 1:32:17 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: 4/22/2020 9:37:34 PM Electronic Record and Signature Disclosure: Carbon Copy Events Status Timestamp Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Zolaina Parker Zolaina.Parker@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Chuck Sears chuck.sears@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 4/22/2020 9:37:34 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 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McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-905,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 Power Engineers,Inc.,for program management,construction inspection services,and professional engineering services for the Capital Improvement Program for Denton Municipal Electric;providing for the expenditure of funds therefor;and providing an effective date (RFQ 6862 -awarded to Power Engineers,Inc.,for three (3)years,with the option for two (2)additional one (1)year extensions, in a total five (5) year not-to-exceed amount of $5,070,304.) City of Denton Printed on 5/8/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance CFO: Antonio Puente, Jr. DATE: May 12, 2020 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract with Power Engineers, Inc., for program management, construction inspection services, and professional engineering services, for the Capital Improvement Program for Denton Municipal Electric; providing for the expenditure of funds therefor; and providing an effective date (RFQ 6862 – awarded to Power Engineers, Inc., for three (3) years, with the option for two (2) additional one (1) year extensions, in a total five (5) year not-to-exceed amount of $5,070,304.) INFORMATION /BACKGROUND Denton Municipal Electric (DME), in pursuit of its Capital Improvement Program (CIP) for substation and transmission line projects, requires the services of consultants for support and assistance with program management, construction inspection and certain engineering services. Power Engineers, Inc., has submitted a proposal to provide engineering, program management, site and route selection support, and construction inspection services. These services are intended to meet the temporary needs of the CIP program. Over time, there will not be sufficient work to justify full time staff for these services as projects are completed. Using outside resources is an efficient and reasonable method for obtaining the temporary and specialized services needed. The approved DME CIP contains nine substation projects and 18 transmission line projects to be built, upgraded, or reconstructed and energized in the next 5 years. The quantity and complexity of the CIP projects that DME is undertaking requires program management services. Program management is the process of managing by means of scheduling, tracking, creating plans for, and reporting on a number of aspects of projects. The CIP includes gas insulated substations at two sites, overhead transmission lines, underground transmission line segments, and substation and transmission line conversions from 69kV to 138kV. Projects for new facilities and replacements of facilities are included in the CIP. Program management is needed to carefully and properly plan for and track critical aspects of projects. The program will also include planning for removal of retired equipment and facilities. Scheduling and coordination of these projects will be complex and will require significant effort to develop sequencing plans that are accurate, that keep the lengths of outages as short as reasonable, and that promote the highest levels of safety. One of the major items that DME needs to accomplish through the program management effort is reviewing and updating its internal process documents to bring them into alignment with the new version of the Denton Development Code. These processes outline the procedural steps necessary for various aspects of permitting and development of property for projects. Almost every process has changed significantly with the recent City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com revision of the development code. There are at least 16 different process documents that must be updated. The number of processes needed will likely change with the new code. Construction inspection is another major aspect of the program management portion. This is intended to provide the expertise in the field on projects to ensure that the work done by the contractor is correct and in accordance with the plans and specifications. The largest parts of the effort in substation construction is site work, foundations, grounding, concrete fencing, concrete retaining walls, and conduit installation. This is all in the civil engineering field. DME does not have sufficient work to employ a knowledgeable civil inspector full time. Power Engineers, Inc., has successfully provided various engineering and site and route selection services for DME projects for several years. This proposed professional service contract is structured such that DME only pays for actual work performed and that there is no guarantee of any minimum expenditure. Only work needed will be authorized and paid for. The term of the contract is for three years with two annual renewals. The contract may be terminated with 30 days notice at any time with no penalty. Requests for Qualifications (RFQ) for Professional Engineering Services for Electric Transmission and Substation Capital Program Management Services was sent to 295 prospective firms for these services. In addition, the RFQ was placed on the Materials Management website for prospective respondents to download, and advertised in the local newspaper. Two (2) statement of qualifications (SOQ) were received. The SOQs were evaluated based on published criteria including identification and understanding of the City’s requirements, experience and qualifications, key personnel and project team available for work categories upon request, and indicators of probable performance. Based upon this evaluation, the recommended award is to Power Engineers, Inc. and is determined to be the most qualified firm for the City. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On May 11, 2020 this item will go to the Public Utilities Board (PUB) for recommendation. RECOMMENDATION Award a contract with Power Engineers, Inc., for program management, construction inspection services and professional engineering services, for the Capital Improvement Program for Denton Municipal Electric, in a three (3) year, with the option for two (2) additional one (1) year extensions, in a total five (5) year not- to-exceed amount of $5,070,304. PRINCIPAL PLACE OF BUSINESS Power Engineers, Inc. Fort Worth, TX ESTIMATED SCHEDULE OF PROJECT(S) 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. FISCAL INFORMATION These services will be funded through the using department’s budget on an as-needed basis. The City will only pay for services rendered and is not obligated to pay the full contract amount unless needed. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Project List Exhibit 3: Evaluation Sheet Exhibit 4: Ordinance and Contract Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Chuck Sears, 940-349-7111. Legal point of contact: Mack Reinwand at 940-349-8333. Project List DME Transmission Projects Only #Project Name Description 1 Hickory Substation New GIS substation to replace aging facilities 2 Denton North Substation Installation of a new 28MVA power transformer, grading, and security wall installation to accommodate adjacent property development. 3 Underwood Substation New Substation to meet the growth in the southwest section of DME's service territory 4 Bonnie Brae Substation Upgrade Construction required to convert to 138kV operation 5 Denton West Interchange Construction required to match the structural requirements for higher fault currents; Repair site drainage issues; Reconfigure bus to relocate capacitor bank; Install two transmission line terminals; Install new autotransformer to meet ERCOT contingency requirements. 6 Brinker Substation New Substation to provide a major transmission intertie point. 7 Eagle Substation New GIS substation to meet the needs of growth and maintain reliability in the central areas of Denton 8 RD Wells Substation Decommission two autotransformers upon conversion to 138kV; Replace bus and switches to increase capacity to 3000 amp. 9 North Lakes Substation Decommission one autotransformer upon conversion to 138kV 1 Pockrus - Brinker/SPI Transmission Line New double circuit transmission line with distribution underbuild from Pockrus Substation to the new Brinker Substation. 2 Woodrow - Brinker Transmission Line Reconstruct the 138kV transmission line between Woodrow Substation and the new Brinker Substation to provide the capacity to match the Brinker to McKinney line. 3 Brinker - Cooper Creek Transmission Line Intercept existing Industrial to Cooper Creek transmission line and tie into the new Brinker Substation; Upgrade the transmission line to meet the requirements of the contingency planning criteria. 4 Brinker - Industrial Transmission Line Intercept existing Industrial to Cooper Creek transmission line and tie into the new Brinker Substation 5 Hickory Substation Transmission Line Upgrades Transmission line improvements to extend into the new Hickory Substation. This project will include underground transmission lines. 6 Hickory - Eagle Transmission Line Reconstruct existing aging transmission line, upgrade to meet capacity requirements, and convert to 138kV operation. 7 Eagle - Locust Transmission Line Reconstruct existing aging transmission line, upgrade to meet capacity requirements, and convert to 138kV operation. 8 RD Wells - Hickory Transmission Line Extend and connect existing transmission line to 138kV bus to convert to 138kV operation. 9 Hickory - Bonnie Brae Transmission Line Relocate transmission line in conjunction with the Bonnie Brae Street widening project; Upgrade the transmission line to provide additional capacity to meet the requirements of the contingency planning criteria 10 Fort Worth - Teasley Transmission Line Replace two poles to raise conductors to accommodate Hickory Creek Road construction and bridge. 11 Denton West - Jim Christal Transmission Line Reroute one section of transmission line to move the line out of a heavily eroded creek bed. 12 Woodrow - Locust Transmission Line Upgrade the transmission line to provide additional needed capacity. 13 Bonnie Brae - North Lakes Transmission Line Intercept and extend existing transmission line to the new North Lakes Substation upon conversion to 138kV operation 14 RD Wells - Denton West Transmission Line Reconstruct transmission line to provide the additional capacity required to meet the contingency planning criteria 15 Brinker - Spencer Interchange Transmission Line Construct new transmission line from the new Brinker Substation to Spencer Interchange 16 Hickory - RD Wells Transmission Line Reconstruct transmission line to provide the additional capacity required to meet the contingency planning criteria 17 Underwood Substation Tie-in Construct transmission line facilities to connect the proposed new Underwood Substation. 18 Spencer Interchange - Spencer Switch TM Line Reconstruct existing transmission line to provide the capacity needed to meet the requirements of contingency planning criteria Substations Projects Transmission Line Projects Exhibit 2 Power Engineers, Inc.Burns and McDonnell Fort Worth, TX Fort Worth, TX $5,070,304 Pricing not provided ITEM 1 23 21 2 38 36 3 14 12 4 19 18 94 87 DESCRIPTION Total: Indentification and understanding of the City's requirements for this contract - 25% Experience and qualifications of the Respondent - 40% Key personnel and Project Team available for work categories submitted upon - 15% Indicators of Probable Performance - 20% Pricing for three year contract with optional two one-year renewals for total of five year contract Exhibit 3 RFQ 6862 - Evaulation Sheet for Professional Engineering Services for Electric Transmission and Substation Capital Program Management Services Respondent's Business Name: Principal Place of Business (City and State): ORDWANCENO. ______ _ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WTIH POWER ENGINEERS, INC., FOR PROGRAM MANAGEMENT, CONSTRUCTION INSPECTION SERVICES, AND PROFESSIONAL ENGINEERING SERVICES FOR THE CAPITAL IMPROVEMENT PROGRAM FOR DENTON MUNICIPAL ELECTRIC; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFQ 6862 -AWARDED TO POWER ENGINEERS, INC., FOR THREE (3) YEARS, WITH THE OPTION FOR TWO (2) ADDITIONAL ONE (1) YEAR EXTENSIONS, IN A TOTAL FIVE (5) YEAR NOT-TO-EXCEED AMOUNT OF $5,070,304.) WHEREAS, Power Engineers, Inc., the services provider (the "Provider") set forth in this ordinance is being selected as the most highly qualified on the basis ofits demonstrated competence and qualifications to perform the proposed professional services; and WHEREAS, the fees under the proposed contract are fair, and reasonable, and are consistent with and not higher than the recommended practices and fees published by the professional associations applicable to the Provider's profession and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAWS: SECTION 1. The City Manager is authorized to enter into a professional service contract with Power Engineers, Inc., for program management, construction inspection services, and professional engineering services for the Capital Improvement Program for Denton Municipal Electric, a copy of which is attached hereto and incorporated by reference herein. SECTION 2. The City Manager is authorized to expend funds as required by the attached contract. SECTION 3. The City Council of the City of Denton, expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance for program management, construction inspection services, and professional engineering services for the Capital Improvement Program for Denton Municipal Electric, to the City Manager of the City of Denton, or his designee. SECTION 4. The findings in the preamble of this ordinance are incorporated herein by reference. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by and seconded by the ordinance was passed and approved by the following vote L_ -_]: Aye Nay Abstain Absent Mayor Chris Watts: Gerard Hudspeth, District 1 : Keely G. Briggs, District 2: Jesse Davis, District 3: John Ryan, District 4: Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 6: PASSED AND APPROVED this the ___ day of ___________ , 2020. CHRIS WATTS, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: ______________ __ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: J£.v£4W~2 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: A49D2E0E-CC48-4637-95AA-0B9C426C8F83 Capital Program Management - Power Engineers 6862PSA Jane Rogers Not Applicable Contract # 6862 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND POWER ENGINEERS, INC. (CONTRACT 6862) THIS CONTRACT is made and entered into this date ______________________, by and between Power Engineers, Inc., an Idaho corporation, whose address is 4100 International Plaza, Suite 320, Fort Worth, Texas 76109, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products and/or services in accordance with the City’s document RFQ 6862 – Capital Program Management 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 RFQ 6862 (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: A49D2E0E-CC48-4637-95AA-0B9C426C8F83 Contract # 6862 Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Supplier certifies that Supplier’s signature provides written verification to the City that Supplier, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. SUPPLIER BY: ______________________________ AUTHORIZED SIGNATURE Printed Name:_____________________ Title:____________________________ __________________________________ PHONE NUMBER _________________________________ EMAIL ADDRESS ___________________________________ TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER CITY OF DENTON, TEXAS BY: _____________________________ TODD HILEMAN CITY MANAGER ATTEST: ROSA RIOS, CITY SECRETARY BY: _______________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: _______________________________ Exhibit A 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: A49D2E0E-CC48-4637-95AA-0B9C426C8F83 208-788-0582 EVP Power Delivery 2020-610741 Holger Peller holger.peller@powereng.com Antonio Puente, Jr. Electric Chief Financial Officer Contract # 6862 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $5,070,304. Pricing shall be per Exhibit F attached. The total contract for program management, construction inspection services and professional engineering services of RFQ 6862, which these services only are awarded by this Contract for the supply of these services, shall not exceed $5,070,304. Pricing shall be per Exhibit F attached. 2. Contract Terms The contract term will be three (3) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional two (2) one-year periods. The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council. The Supplier’s request to not renew the contract must be submitted in writing to the Purchasing Manager at least 60 days prior to the contract renewal date for each year. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months. 3. Price Escalation and De-escalation The City will implement an escalation/de-escalation price adjustment annually. The escalation/de- escalation will be based upon manufacturer published pricing sheets to the vendor. The price will be increased or decreased based upon the annually percentage change in the manufacturer’s price list. The price adjustment will be determined annually from the award date. Should the change exceed or decrease a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the published price change. It is the supplier or the Cities responsibility to request a price adjustment annually in writing. If no request is made, then it will be assumed that the bid price will be in effect. The supplier must submit or make available the manufacturers pricing sheet used to calculate the bid proposal, to participate in the escalation/de-escalation clause. The Supplier’s request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 60 days prior to the contract renewal date for each year. The Supplier should provide documentation as a percentage of each cost associated with the unit prices quoted for consideration. If no request is made, then it will be assumed that the current contract price will be in effect. Upon receipt of such request, the City of Denton, at its sole option, reserves the right to either: (1) accept the escalation as competitive with the general market price at the time, and become effective upon the renewal date of the contract award; or, (2) reject the increase within thirty (30) calendar days after receipt of a properly submitted request. If a properly submitted increase is rejected, the Supplier may request cancellation of such items from the contract by giving the City of Denton written notice. Cancellation will not go into effect for 15 calendar days after a determination has DocuSign Envelope ID: A49D2E0E-CC48-4637-95AA-0B9C426C8F83 Contract # 6862 been issued. The prices in effect prior to the increase request must be honored on orders dated up to the official date of the City of Denton approval and/or cancellation. The request can be sent by e-mail to: purchasing@cityofdenton.com noting the solicitation number. The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes. DocuSign Envelope ID: A49D2E0E-CC48-4637-95AA-0B9C426C8F83 Contract # 6862 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: A49D2E0E-CC48-4637-95AA-0B9C426C8F83 Contract # 6862 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: A49D2E0E-CC48-4637-95AA-0B9C426C8F83 Contract # 6862 any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it’s Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor’s obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department’s Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Contractor’s name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor’s registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor’s invoice. C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City’s receipt of the deliverables or of the invoice being received DocuSign Envelope ID: A49D2E0E-CC48-4637-95AA-0B9C426C8F83 Contract # 6862 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: A49D2E0E-CC48-4637-95AA-0B9C426C8F83 Contract # 6862 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: A49D2E0E-CC48-4637-95AA-0B9C426C8F83 Contract # 6862 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: A49D2E0E-CC48-4637-95AA-0B9C426C8F83 Contract # 6862 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: A49D2E0E-CC48-4637-95AA-0B9C426C8F83 Contract # 6862 shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City’s evaluation of and determination to accept such defective or non-conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non-conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party’s intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor’s Offer, or in any report or deliverable required to be submitted by the Contractor to the City. 27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City’s reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor’s default, including, without limitation, cost of cover, reasonable attorneys’ fees, court costs, and prejudgment and post- judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City’s vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days’ prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available DocuSign Envelope ID: A49D2E0E-CC48-4637-95AA-0B9C426C8F83 Contract # 6862 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: A49D2E0E-CC48-4637-95AA-0B9C426C8F83 Contract # 6862 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: A49D2E0E-CC48-4637-95AA-0B9C426C8F83 Contract # 6862 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: A49D2E0E-CC48-4637-95AA-0B9C426C8F83 Contract # 6862 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: A49D2E0E-CC48-4637-95AA-0B9C426C8F83 Contract # 6862 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: A49D2E0E-CC48-4637-95AA-0B9C426C8F83 Contract # 6862 a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker’s compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. The Vendor shall notify the City’s Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of the company or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director’s resolution approving the action, or an executed merger or acquisition agreement. Failure to do so may adversely impact future invoice payments. 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 DocuSign Envelope ID: A49D2E0E-CC48-4637-95AA-0B9C426C8F83 Contract # 6862 supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator’s fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 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 DocuSign Envelope ID: A49D2E0E-CC48-4637-95AA-0B9C426C8F83 Contract # 6862 in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: New Year’s Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year’s Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any DocuSign Envelope ID: A49D2E0E-CC48-4637-95AA-0B9C426C8F83 Contract # 6862 discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph – i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. DocuSign Envelope ID: A49D2E0E-CC48-4637-95AA-0B9C426C8F83 Contract # 6862 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: A49D2E0E-CC48-4637-95AA-0B9C426C8F83 Contract # 6862 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: A49D2E0E-CC48-4637-95AA-0B9C426C8F83 Contract # 6862 Exhibit D INSURANCE REQUIREMENTS AND WORKERS’ COMPENSATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better. • Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. • Liability policies shall be endorsed to provide the following: ▪ Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. ▪ That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. ▪ Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. • Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. DocuSign Envelope ID: A49D2E0E-CC48-4637-95AA-0B9C426C8F83 Contract # 6862 • Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. • Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: • Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. • Coverage B shall include personal injury. • Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: • Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. • Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. DocuSign Envelope ID: A49D2E0E-CC48-4637-95AA-0B9C426C8F83 Contract # 6862 [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: • any auto, or • all owned hired and non-owned autos. [ ] Workers’ Compensation Insurance Contractor shall purchase and maintain Workers’ Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers’ Compensation Commission (TWCC). [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an “occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. [ ] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. [ ] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. DocuSign Envelope ID: A49D2E0E-CC48-4637-95AA-0B9C426C8F83 Contract # 6862 [ ] 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: A49D2E0E-CC48-4637-95AA-0B9C426C8F83 Contract # 6862 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: A49D2E0E-CC48-4637-95AA-0B9C426C8F83 POWER ENGINEERS, INC. 4100 INTERNATIONAL PLAZA SUITE 320 FORT WORTH, TX 76109 USA PHONE FAX 817-882-1900 817-882-1999 2018-11-0012: HLY 11-127726.003 DENTON (12/6/19) CN December 6, 2019 Jane Rogers, MPA, CPBFM Senior Buyer, City of Denton 901-B Texas Street Denton, TX 76209 Via email to: Monisa.Rogers@cityofdenton.com Subject: RFQ #6862 – Draft Revised Cost Proposal Request for Professional Engineering Services for Electric Transmission and Substation Capital Program Management Services Dear Ms. Rogers: Thank you for meeting with us on November 22 nd, 2019. This gave us an opportunity to explain our current proposal and at the same time understand DME’s requirements. We have revised the attached budget based on our discussions and have extended it to five (5) years, which we understand to be three (3) years plus two (2) optional one-year extensions. Please understand that this proposal is contingent on the performance of the start-up phase proposed for the first three months of this engagement and that POWER will adjust our scope, schedule, and budget proposals accordingly. The work plan that we submitted November 22 is based on our perception of Program Management and will be adapted to what DME needs during real time execution We thank you again for the chance to propose our Program Management Services to the City of Denton. Please contact me with questions you may have. We look forward to hearing from you. Sincerely, Navin Amalraj, PMP 832.562.1487 mobile navin.amalraj@powereng.com EXHIBIT FDocuSign Envelope ID: A49D2E0E-CC48-4637-95AA-0B9C426C8F83 &LW\RI'HQWRQ3URJUDP0DQDJHPHQW 3URSRVHG%XGJHW $VVXPHG6WDUW'DWHRI 7RWDO+RXUV 32:(5 /DERU 32:(5 ([SHQVHV 7RWDO&RVW 7$6. 6WDUW8S 7LP-RQ 6WDUWXS 1DYLQ 6WDUWXS /DXUHQ 6WDUWXS 6FKHGXOHU 6WDUWXS 3URFHVV3URFHHGXUHUHYLHZ 7$6. ([HFXWLRQ 7LP-RQ 'XUDWLRQ 1DYLQ 'XUDWLRQ /DXUHQ 'XUDWLRQ 6FKHGXOHU 'XUDWLRQ (QJLQHHULQJ5HYLHZ 7$6. &RQVWUXFWLRQ2YHUVLJKW ,QVSHFWRU 727$/+2856 727$/32:(5/$%25&267 727$/(;3(16(6 727$/32:(5%8'*(7 ϮϬϭϴͲϭϭͲϬϬϭϮ͗,>zϭϭͲϭϮϳϳϮϲ͘ϬϬϯ EdKE;ϭϮͬϱͬϭϵͿE Exhibit F Page 2 of 6 DocuSign Envelope ID: A49D2E0E-CC48-4637-95AA-0B9C426C8F83 &LW\RI'HQWRQ3URJUDP0DQDJHPHQW 3URSRVHG%XGJHW 7RWDO+RXUV 32:(5 /DERU 32:(5 ([SHQVHV 7RWDO&RVW 7$6. 6WDUW8S 7LP-RQ 6WDUWXS 1DYLQ 6WDUWXS 6WDII$VVLWDQW /DXUHQ 6WDUWXS 6FKHGXOHU 6WDUWXS 3URFXUHPHQW 3URFHVV3URFHHGXUHUHYLHZ 7$6. ([HFXWLRQ 7LP-RQ 'XUDWLRQ 1DYLQ 'XUDWLRQ /DXUHQ 'XUDWLRQ 6FKHGXOHU 'XUDWLRQ (QJLQHHULQJ5HYLHZ 7$6. &RQVWUXFWLRQ2YHUVLJKW ,QVSHFWRU 727$/+2856 727$/32:(5/$%25&267 727$/(;3(16(6 727$/32:(5%8'*(7 ϮϬϭϴͲϭϭͲϬϬϭϮ͗,>zϭϭͲϭϮϳϳϮϲ͘ϬϬϯ EdKE;ϭϮͬϱͬϭϵͿE Exhibit F Page 3 of 6 DocuSign Envelope ID: A49D2E0E-CC48-4637-95AA-0B9C426C8F83 &LW\RI'HQWRQ3URJUDP0DQDJHPHQW 3URSRVHG%XGJHW 7RWDO+RXUV 32:(5 /DERU 32:(5 ([SHQVHV 7RWDO&RVW 7$6. 6WDUW8S 7LP-RQ 6WDUWXS 1DYLQ 6WDUWXS 6WDII$VVLWDQW /DXUHQ 6WDUWXS 6FKHGXOHU 6WDUWXS 3URFXUHPHQW 3URFHVV3URFHHGXUHUHYLHZ 7$6. ([HFXWLRQ 7LP-RQ 'XUDWLRQ 1DYLQ 'XUDWLRQ /DXUHQ 'XUDWLRQ 6FKHGXOHU 'XUDWLRQ (QJLQHHULQJ5HYLHZ 7$6. &RQVWUXFWLRQ2YHUVLJKW ,QVSHFWRU 727$/+2856 727$/32:(5/$%25&267 727$/(;3(16(6 727$/32:(5%8'*(7 ϮϬϭϴͲϭϭͲϬϬϭϮ͗,>zϭϭͲϭϮϳϳϮϲ͘ϬϬϯ EdKE;ϭϮͬϱͬϭϵͿE Exhibit F Page 4 of 6 DocuSign Envelope ID: A49D2E0E-CC48-4637-95AA-0B9C426C8F83 &LW\RI'HQWRQ3URJUDP0DQDJHPHQW 3URSRVHG%XGJHW 7RWDO+RXUV 32:(5 /DERU 32:(5 ([SHQVHV 7RWDO&RVW 7$6. 6WDUW8S 7LP-RQ 6WDUWXS 1DYLQ 6WDUWXS 6WDII$VVLWDQW /DXUHQ 6WDUWXS 6FKHGXOHU 6WDUWXS 3URFXUHPHQW 3URFHVV3URFHHGXUHUHYLHZ 7$6. ([HFXWLRQ 7LP-RQ 'XUDWLRQ 1DYLQ 'XUDWLRQ /DXUHQ 'XUDWLRQ 6FKHGXOHU 'XUDWLRQ (QJLQHHULQJ5HYLHZ 7$6. &RQVWUXFWLRQ2YHUVLJKW ,QVSHFWRU 727$/+2856 727$/32:(5/$%25&267 727$/(;3(16(6 727$/32:(5%8'*(7 ϮϬϭϴͲϭϭͲϬϬϭϮ͗,>zϭϭͲϭϮϳϳϮϲ͘ϬϬϯ EdKE;ϭϮͬϱͬϭϵͿE Exhibit F Page 5 of 6 DocuSign Envelope ID: A49D2E0E-CC48-4637-95AA-0B9C426C8F83 &LW\RI'HQWRQ3URJUDP0DQDJHPHQW 3URSRVHG%XGJHW 7RWDO+RXUV 32:(5 /DERU 32:(5 ([SHQVHV 7RWDO&RVW 7$6. 6WDUW8S 7LP-RQ 6WDUWXS 1DYLQ 6WDUWXS 6WDII$VVLWDQW /DXUHQ 6WDUWXS 6FKHGXOHU 6WDUWXS 3URFXUHPHQW 3URFHVV3URFHHGXUHUHYLHZ 7$6. ([HFXWLRQ 7LP-RQ 'XUDWLRQ 1DYLQ 'XUDWLRQ /DXUHQ 'XUDWLRQ 6FKHGXOHU 'XUDWLRQ (QJLQHHULQJ5HYLHZ 7$6. &RQVWUXFWLRQ2YHUVLJKW ,QVSHFWRU 727$/+2856 727$/32:(5/$%25&267 727$/(;3(16(6 727$/32:(5%8'*(7 ϮϬϭϴͲϭϭͲϬϬϭϮ͗,>zϭϭͲϭϮϳϳϮϲ͘ϬϬϯ EdKE;ϭϮͬϱͬϭϵͿE Exhibit F Page 6 of 6 DocuSign Envelope ID: A49D2E0E-CC48-4637-95AA-0B9C426C8F83 Exhibit CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date DocuSign Envelope ID: A49D2E0E-CC48-4637-95AA-0B9C426C8F83 G Power Engineers, Inc. X Chuck Sears X X 4/22/2020 no employment, business or family relationship exists X Certificate Of Completion Envelope Id: A49D2E0ECC48463795AA0B9C426C8F83 Status: Sent Subject: Please DocuSign: City Council Contract 6862 Capital Program- Power Engineers Management - PEI Source Envelope: Document Pages: 36 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: 198.49.140.104 Record Tracking Status: Original 4/14/2020 1:33:09 PM 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: 198.49.140.104 Sent: 4/14/2020 1:40:41 PM Viewed: 4/14/2020 1:40:49 PM Signed: 4/14/2020 1:42:03 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: 4/14/2020 1:42:05 PM Viewed: 4/15/2020 12:25:24 PM Signed: 4/15/2020 12:35:59 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: 4/15/2020 12:36:02 PM Viewed: 4/20/2020 5:02:18 PM Signed: 4/21/2020 3:35:20 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Holger Peller holger.peller@powereng.com EVP Power Delivery POWER Engineers Incorporated Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 209.141.115.2 Sent: 4/21/2020 3:35:22 PM Resent: 4/21/2020 4:48:28 PM Resent: 4/21/2020 4:50:10 PM Viewed: 4/22/2020 2:41:42 PM Signed: 4/22/2020 3:22:21 PM Electronic Record and Signature Disclosure: Accepted: 4/22/2020 2:41:42 PM ID: 05706695-df18-49ee-b250-99c7bc796967 Signer Events Signature Timestamp Antonio Puente, Jr. Antonio.Puente@cityofdenton.com Chief Financial Officer Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 4/22/2020 3:22:24 PM Viewed: 4/22/2020 9:43:43 PM Signed: 4/22/2020 9:44:05 PM Electronic Record and Signature Disclosure: Accepted: 4/22/2020 9:43:43 PM ID: df40da9e-9864-4684-bd42-843afda387fd Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 4/22/2020 9:44:08 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: 4/14/2020 1:42:05 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: 4/22/2020 9:44:08 PM Carbon Copy Events Status Timestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Zolaina Parker Zolaina.Parker@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Chuck Sears chuck.sears@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 4/22/2020 9:44:08 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-906,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 MasterTurf Products and Services,Inc.,for the top-dressing of parks and athletic fields for the Parks and Recreation Department;providing for the expenditure of funds therefore;and providing an effective date (RFP 7289 -awarded to MasterTurf Products and Services,Inc.,for one (1)year,with the option for four (4)additional one (1)year extensions,in the total five (5)year not-to- exceed amount of $400,000). City of Denton Printed on 5/8/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance CFO: Antonio Puente, Jr. DATE: May 12, 2020 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract with MasterTurf Products and Services, Inc., for the top- dressing of parks and athletic fields for the Parks and Recreation Department; providing for the expenditure of funds therefore; and providing an effective date (RFP 7289 – awarded to MasterTurf Products and Services, Inc., for one (1) year, with the option for four (4) additional one (1) year extensions, in the total five (5) year not-to-exceed amount of $400,000). INFORMATION/BACKGROUND This Request for Proposal is for topdressing products in accordance with the (IPM) Integrated Pest Management Program using Dyno Dirt Products, Lava Sand, and fine sand. This funding was requested through a Budget Supplemental for the 2019 – 2020 budget year. The Parks and Recreation Department (PARD) manages approximately 450 acres of parks, athletic fields, and public buildings. Topdressing provides the following benefits to our parks by: 1. Adds organic matter and microorganisms back into the soil, promoting a more balanced growing environment for turf. 2. Relieves compaction to high traffic areas such as athletic fields 3. Fills in small divots and holes, smoothing out the surface 4. Assists with drainage problems Requests for Proposals was sent to 106 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 schedule, compliance with specifications, probable performance, and price. Based upon this evaluation, MasterTurf Products and Services, Inc. was ranked the highest and determined to be the best value for the City. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com NIGP Code Used for Solicitation: 988 - (Service Only) - Roadside, Grounds, Recreational & Park Area Services Notifications sent for Solicitation sent in IonWave: 106 Number of Suppliers that viewed Solicitation in IonWave: 21 HUB-Historically Underutilized Business Invitations sent out: 7 SBE-Small Business Enterprise Invitations sent out: 32 Responses from Solicitation: 4 RECOMMENDATION Award a contract with MasterTurf Products and Services, Inc., the top-dressing of parks and athletic fields for the Parks and Recreation Department, in a one (1) year, with the option for four (4) additional one (1) year extensions, in the total five (5) year not-to-exceed amount of $400,000. PRINCIPAL PLACE OF BUSINESS MasterTurf Products and Services, Inc. Hurst, TX ESTIMATED SCHEDULE OF PROJECT This is an initial one (1) year contract with options to extend the contract for four (4) additional one (1) year periods, with all terms and conditions remaining the same. FISCAL INFORMATION These services will be funded from Park Maintenance account 402001.6370. Requisitions will be entered on an as-needed basis. The budgeted amount for this item is $400,000. The City will only pay for services rendered and is not obligated to pay the full contract amount unless needed. 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: Russell Koch, 940-349-8412. Legal point of contact: Mack Reinwand at 940-349-8333. Line #Description QTY UOM Unit Extended Unit Extended Unit Extended Unit Extended 1 Type of Service Requested 1 EA 2 Topdress - Labor, equipment, pick up and product delivery only/City will purchase Dyno Dirt Compost 30 Acres $1,327.50 $39,825.00 $773.49 $23,204.70 $1,150.00 $34,500.00 $1,950.00 $58,500.00 3 Topdress - Labor, equipment, pick up and product delivery only/City will purchase Dyno Lite Compost 30 Acres $1,327.50 $39,825.00 $773.49 $23,204.70 $1,150.00 $34,500.00 $1,950.00 $58,500.00 4 Topdress - Contractor supply labor, equipment, delivery and USGA Sand 30 Acres $3,055.50 $91,665.00 $2,494.56 $74,836.80 $3,335.00 $100,050.00 $3,495.00 $104,850.00 5 Topdress - Contractor supply labor, equipment, delivery and Lava Sand 30 Acres $7,352.70 $220,581.00 $2,034.65 $289,982.00 $8,605.00 $258,150.00 $7,495.00 $224,850.00 Item # 1 2 3 4 Dallas, TX Granbury, TX Denton, TX Total Contract (5 years):$400,000.00 Principal Place of Business (City and State): Respondent's Business Name: MasterTurf Products and Service, Inc.Sports Field Solutions Grand Landscapes (Grand Landscapes, LLC) Evaluation: $391,896.00 $411,228.20 $427,200.00 $446,700.00Total: Sports Field SolutionsMasterTurf Products and Service, Inc. Grand Landscapes (Grand Landscapes, LLC)Earth Kind Services Hurst, TX Earth Kind ServicesDescription Delivery/Project Schedule - 10% Compliance with Specificatoins - 20% Probable Performance - 10% 6 12 5.33 Price, Total Cost of Ownership - 60% 6.67 12 8 60 Exhibit 2 RFP - 7289 - Pricing Evaluation for Topdressing for Parks and Athletic Fields 55 78.33 5.33 12 5.33 53 75.66Total Score:86.67 6.67 13.33 6.67 57 83.67 7289 Addendum 1 - Page 1 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 266FEC29-7D59-424B-A75B-F22FC7E935FD Yes Erica Garcia 7289RFP Topdress Parks & Athletic Fields CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AN MASTERTURF PRODUCTS AND SERVICES, INC. (CONTRACT # 7289) THIS CONTRACT is made and entered into this date ______________________, by and between MasterTurf Products and Services, Inc. a Texas corporation, whose address is 1852 Norwood Plaza, Suite 201, Hurst, TX 76054, 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 7289- Topdressing, 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 7289 (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: 266FEC29-7D59-424B-A75B-F22FC7E935FD Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Supplier certifies that Supplier’s signature provides written verification to the City that Supplier, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. SUPPLIER BY: ______________________________ AUTHORIZED SIGNATURE Printed Name:_____________________ Title:____________________________ __________________________________ PHONE NUMBER _________________________________ EMAIL ADDRESS ___________________________________ TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER CITY OF DENTON, TEXAS BY: _____________________________ TODD HILEMAN CITY MANAGER ATTEST: ROSA RIOS, CITY SECRETARY BY: _______________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: _______________________________ Exhibit A Special Terms and Conditions 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: 266FEC29-7D59-424B-A75B-F22FC7E935FD 817-494-3222 stanjr@masterturfproducts.com Stan Standridge Jr. Vice President Gary Packan Parks and Recreation Director of Parks and Recreation Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $400,000. Pricing shall be per Exhibit F attached. 2. Contract Terms The contract term will be one (1) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional four (4) one-year periods. The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council. The Supplier’s request to not renew the contract must be submitted in writing to the Purchasing Manager at least 60 days prior to the contract renewal date for each year. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months. 3. Price Escalation and De-escalation The City will implement an escalation/de-escalation price adjustment annually. The escalation/de- escalation will be based upon manufacturer published pricing sheets to the vendor. The price will be increased or decreased based upon the annually percentage change in the manufacturer’s price list. The price adjustment will be determined annually from the award date. Should the change exceed or decrease a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the published price change. It is the supplier or the Cities responsibility to request a price adjustment annually in writing. If no request is made, then it will be assumed that the bid price will be in effect. The supplier must submit or make available the manufacturers pricing sheet used to calculate the bid proposal, to participate in the escalation/de-escalation clause. The Supplier’s request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 60 days prior to the contract renewal date for each year. The Supplier should provide documentation as a percentage of each cost associated with the unit prices quoted for consideration. If no request is made, then it will be assumed that the current contract price will be in effect. Upon receipt of such request, the City of Denton, at its sole option, reserves the right to either: (1) accept the escalation as competitive with the general market price at the time, and become effective upon the renewal date of the contract award; or, (2) reject the increase within thirty (30) calendar days after receipt of a properly submitted request. If a properly submitted increase is rejected, the Supplier may request cancellation of such items from the contract by giving the City of Denton written notice. Cancellation will not go into effect for 15 calendar days after a determination has been issued. The prices in effect prior to the increase request must be honored on orders dated up to the official date of the City of Denton approval and/or cancellation. The request can be sent by e-mail to: purchasing@cityofdenton.com noting the solicitation number. The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes. DocuSign Envelope ID: 266FEC29-7D59-424B-A75B-F22FC7E935FD Exhibit C Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton’s contract are applicable to contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City’s Procurement Department and the Supplier. No Terms and Conditions contained in the seller’s proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the City’s premises or on public rights-of-way. 1. CONTRACTOR’S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor’s Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City’s name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. DocuSign Envelope ID: 266FEC29-7D59-424B-A75B-F22FC7E935FD 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Contractor’s price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non-conforming deliverables. If the City has the right to inspect the Contractor’s, or the Contractor’s Subcontractor’s, facilities, or the deliverables at the Contractor’s, or the Contractor’s Subcontractor’s, premises, the Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the City’s service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Contractor’s obligations under the contract. The Contractor hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, City Staff, participants and others on or near the City’s facilities. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. DocuSign Envelope ID: 266FEC29-7D59-424B-A75B-F22FC7E935FD C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it’s Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor’s obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department’s Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Contractor’s name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor’s registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor’s invoice. C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within DocuSign Envelope ID: 266FEC29-7D59-424B-A75B-F22FC7E935FD thirty (30) calendar days of the City’s receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non-conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City’s agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor’s obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failure of the Contractor to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City’s payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. DocuSign Envelope ID: 266FEC29-7D59-424B-A75B-F22FC7E935FD 15. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor’s continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City’s right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor’s Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day DocuSign Envelope ID: 266FEC29-7D59-424B-A75B-F22FC7E935FD 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 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 DocuSign Envelope ID: 266FEC29-7D59-424B-A75B-F22FC7E935FD 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 shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. DocuSign Envelope ID: 266FEC29-7D59-424B-A75B-F22FC7E935FD 23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City’s evaluation of and determination to accept such defective or non-conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non-conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party’s intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor’s Offer, or in any report or deliverable required to be submitted by the Contractor to the City. 27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City’s reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor’s default, including, without limitation, cost of cover, reasonable attorneys’ fees, court costs, and prejudgment and post- judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City’s vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days’ prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. DocuSign Envelope ID: 266FEC29-7D59-424B-A75B-F22FC7E935FD 29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR’S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. DocuSign Envelope ID: 266FEC29-7D59-424B-A75B-F22FC7E935FD 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage’s and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor’s and all subcontractors’ insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers’ compensation coverage written by the Texas Workers’ Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The “other” insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the DocuSign Envelope ID: 266FEC29-7D59-424B-A75B-F22FC7E935FD effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage’s indicated within the Contract. xiv. The insurance coverage’s specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse effect on the Contractor’s ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor’s Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the 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 DocuSign Envelope ID: 266FEC29-7D59-424B-A75B-F22FC7E935FD no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City’s exercise anywhere in the world of the rights associated with the City’s’ ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor’s breach of any of Contractor’s representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co-counsel on the City’s behalf. Further, Contractor agrees that the City’s specifications regarding the deliverables shall in no way diminish Contractor’s warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City’s and/or its licensors’ confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, “Confidential Information”). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided 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 DocuSign Envelope ID: 266FEC29-7D59-424B-A75B-F22FC7E935FD Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made- for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work- made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Contractor’s obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Contractor shall not advertise or publish, without the City’s prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, DocuSign Envelope ID: 266FEC29-7D59-424B-A75B-F22FC7E935FD employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker’s compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. The Vendor shall notify the City’s Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of the company or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director’s resolution approving the action, or an executed merger or acquisition agreement. Failure to do so may adversely impact future invoice payments. 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 DocuSign Envelope ID: 266FEC29-7D59-424B-A75B-F22FC7E935FD document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator’s fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the DocuSign Envelope ID: 266FEC29-7D59-424B-A75B-F22FC7E935FD Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: New Year’s Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year’s Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this DocuSign Envelope ID: 266FEC29-7D59-424B-A75B-F22FC7E935FD paragraph – i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 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, DocuSign Envelope ID: 266FEC29-7D59-424B-A75B-F22FC7E935FD which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Workers’ Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 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. DocuSign Envelope ID: 266FEC29-7D59-424B-A75B-F22FC7E935FD 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: 266FEC29-7D59-424B-A75B-F22FC7E935FD Exhibit D INSURANCE REQUIREMENTS AND WORKERS’ COMPENSATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better. • Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. • Liability policies shall be endorsed to provide the following: ▪ Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. ▪ That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. ▪ Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. • Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. DocuSign Envelope ID: 266FEC29-7D59-424B-A75B-F22FC7E935FD • Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. • Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: • Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. • Coverage B shall include personal injury. • Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: • Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. • Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. DocuSign Envelope ID: 266FEC29-7D59-424B-A75B-F22FC7E935FD [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. [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be DocuSign Envelope ID: 266FEC29-7D59-424B-A75B-F22FC7E935FD 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. ATTACHMENT 1 [ ] Workers’ Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether DocuSign Envelope ID: 266FEC29-7D59-424B-A75B-F22FC7E935FD that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner- operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage 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 DocuSign Envelope ID: 266FEC29-7D59-424B-A75B-F22FC7E935FD of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. 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 DocuSign Envelope ID: 266FEC29-7D59-424B-A75B-F22FC7E935FD 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: 266FEC29-7D59-424B-A75B-F22FC7E935FD 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: 266FEC29-7D59-424B-A75B-F22FC7E935FD MasterTurf Products and Service, Inc. Total Price Line #Description UOM Unit 1 Type of Service Requested EA 2 Topdress - Labor, equipment, pick up and product delivery only / City will purchase Dyno Dirt Compost ACRE $1,327.50 3 Topdress - Labor, equipment, pick up and product delivery only / City will purchase Dyno Lite Compost ACRE $1,327.50 4 Topdress - Contractor supply labor, equipment, delivery and USGA Sand ACRE $3,055.50 5 Topdress - Contractor supply labor, equipment, delivery and Lava Sand ACRE $7,352.70 Exhibit F DocuSign Envelope ID: 266FEC29-7D59-424B-A75B-F22FC7E935FD Exhibit G DocuSign Envelope ID: 266FEC29-7D59-424B-A75B-F22FC7E935FD Certificate Of Completion Envelope Id: 266FEC297D59424BA75BF22FC7E935FD Status: Sent Subject: Please DocuSign: City Council Contract 7289 Topdressing Source Envelope: Document Pages: 33 Signatures: 3 Envelope Originator: Certificate Pages: 6 Initials: 1 Erica Garcia AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 erica.garcia@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 4/8/2020 8:30:43 AM Holder: Erica Garcia erica.garcia@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Erica Garcia erica.garcia@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 4/8/2020 9:01:30 AM Viewed: 4/8/2020 9:01:48 AM Signed: 4/8/2020 9:02:47 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: 4/8/2020 9:02:49 AM Viewed: 4/8/2020 9:05:18 AM Signed: 4/8/2020 9:05:37 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Mack Reinwand mack.reinwand@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 4/8/2020 9:05:39 AM Viewed: 4/14/2020 12:10:43 PM Signed: 4/14/2020 12:15:22 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Stan Standridge Jr. stanjr@masterturfproducts.com Vice President Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 99.168.109.56 Sent: 4/14/2020 12:15:26 PM Resent: 4/17/2020 5:02:45 PM Viewed: 4/14/2020 5:59:05 PM Signed: 4/20/2020 9:14:06 AM Electronic Record and Signature Disclosure: Accepted: 4/14/2020 5:59:05 PM ID: b61fc3c8-0899-4c03-b600-6ff6087b15be Signer Events Signature Timestamp Gary Packan Gary.Packan@cityofdenton.com Director of Parks and Recreation Parks and Recreation Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 4/20/2020 9:14:10 AM Viewed: 4/20/2020 1:11:25 PM Signed: 4/20/2020 2:06:24 PM Electronic Record and Signature Disclosure: Accepted: 4/20/2020 1:24:12 PM ID: 5521c4f0-9314-47b9-a300-996c13067960 Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 4/20/2020 2:06:28 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: 4/8/2020 9:02:49 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: 4/20/2020 2:06:28 PM Carbon Copy Events Status Timestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Zolaina Parker Zolaina.Parker@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Russell Koch Russell.Koch@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 4/20/2020 2:06:28 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Stan Standridge Jr., Gary Packan, Todd Hileman How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. 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McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-907,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 Lexipol,LLC,for the customized policy management,update,and training solution for the Fire Department,which is the sole provider of this service,in accordance with Texas Local Government Code 252.022,which provides that procurement of commodities and services that are available from one source are exempt from competitive bidding,and if over $50,000 shall be awarded by the governing body;and providing an effective date (File 7279 -awarded to Lexipol,LLC,in the five (5)year not- to-exceed amount of $81,837). City of Denton Printed on 5/8/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance CFO: Antonio Puente, Jr. DATE: May 12, 2020 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract with Lexipol, LLC, for the customized policy management, update, and training solution for the Fire Department, which is the sole provider of this service, in accordance with Texas Local Government Code 252.022, which provides that procurement of commodities and services that are available from one source are exempt from competitive bidding, and if over $50,000 shall be awarded by the governing body; and providing an effective date (File 7279 – awarded to Lexipol, LLC, in the five (5) year not-to-exceed amount of $81,837). INFORMATION/BACKGROUND Lexipol is a web-based platform to manage and maintain an agency’s policies. Lexipol’s unique solution provides guidance on Public Safety best practices, and updates policies regularly to reflect legal updates that impact how our officers operate. Lexipol’s base policies are vetted thoroughly by a team of Public Safety experts and lawyers to ensure legally sound policies are provided. Furthermore, the policies are customized to the specific state of the agency utilizing the service. Before Lexipol, the Fire Department was operating under outdated general orders in need of significant revision. Lexipol provides the framework in which to customize our policies and ensures we are operating under the most up-to-date laws. The cost savings associated with Lexipol is enormous. These savings can be seen in the following: • A team of firefighters would be needed to research, vet, and revise policies. With Lexipol, this system can be managed, and the policies completed by one trained officer. This helps the department to keep public safety personnel staffed on the street rather than tied up in administrative jobs. • The policies are updated regularly by Lexipol. A tremendous amount of resources and time are saved by having the Lexipol staff, comprised of Public Safety experts and attorneys, ensure that the legal updates are addressed. The likelihood of new legislation not being addressed in policy goes up exponentially when there is not an experienced team in place to vet them. • By keeping Denton Fire policies updated, our public safety personnel are educated and bring that knowledge to their service to our community. Legally sound policies protect the City from liability. A five-year post-Lexipol implementation study showed a reduction in the number of litigated claims and claims paid out. Lexipol provides enhanced accountability by requiring each employee to acknowledge policies and reports can be run by administrators to track those acknowledgments. An easy-to-use app makes the policies accessible to officers on the street. In addition to these benefits, Lexipol has daily training bulletins to reinforce the content of the policies. The DTB’s will keep policies at the forefront of our employees’ minds City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com and help them to learn how to operate under them. With Lexipol, there have been over 100 policies revised and the department will end up with over 170. Implementation of this solution has made a very daunting and difficult task more manageable and easily rolled out. In 2018, the Fire Department issued purchase orders for a 1-year trial through a sole source agreement with Lexipol. The total last year was $30,183. Section 252.022 of the Local Government Code provides that procurement of sole source commodities and services are exempt from competitive bidding, if over $50,000, shall be awarded by the governing body. RECOMMENDATION Award with a contract to Lexipol, LLC, as a sole source supplier, for the customized policy management, update, and training solution for the Fire Department in a five (5) year amount not-to-exceed $81,837. PRINCIPAL PLACE OF BUSINESS Lexipol, LLC Frisco, TX ESTIMATED SCHEDULE OF PROJECT This is a five (5) year contract. FISCAL INFORMATION These services will be funded from Tech Services Projects account 830700.6504. Requisition #145496 has been entered into the Purchasing software system in the amount of $15,471. The budgeted amount for this item is $81,837. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: LLC Members Exhibit 3: Ordinance and Contract Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Dinora Velasquez, (940) 349-8843. 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: F5C386F3-FE97-4B4D-B81F-74A23D7EECFB PUBLIC SAFETY POLICY MANAGEMENT AND TRAINING-FIRE No Crystal Westbrook FILE 7279 Copyright 2018 © Lexipol, LLC 1995-2018 1 Rev 6/7/18 AGREEMENT FOR USE OF SUBSCRIPTION MATERIAL Agency’s Name: City of Denton, Texas Agency’s Address: 215 E. McKinney Street Denton, TX 76201 Attention: Assistant Chief Brian Cox Lexipol’s Address: 2611 Internet Blvd Ste 100 Frisco, TX 75034 Attention: Jenn Heil Effective Date: ______________________________________________ (to be completed by Lexipol upon receipt of signed Agreement) The Agreement for Use of Subscription Material is between Lexipol, LLC, a Delaware limited liability company (“Lexipol”), and the Agency identified above. The Agreement consists of (a) this cover sheet; (b) Exhibit A (Subscriptions and Services Being Purchased and Related Fees) attached to this cover sheet, (c) Exhibit B (General Terms and Conditions) attached to this cover sheet, and (d) Exhibit C (Scope of Services) attached to this cover sheet. Capitalized terms that are used in Exhibit A and not defined therein shall have the respective meanings given to them in Exhibit B. AGENCY LEXIPOL, LLC Signature: _____________________________ Signature: ______________________________ Print Name: ____________________________ Print Name: _Van Holland__________________ Title: __________________________________ Title: Chief Financial Officer_________________ Date Signed: ___________________________ Date Signed: ___________________________ DocuSign Envelope ID: F5C386F3-FE97-4B4D-B81F-74A23D7EECFB TODD HILEMAN CITY MANAGER 4/22/20 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT ATTEST: ROSA RIOS, CITY SECRETARY BY: _______________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: _______________________________ DocuSign Envelope ID: F5C386F3-FE97-4B4D-B81F-74A23D7EECFB Fire Kenneth Hedges Fire Chief Copyright 2018 © Lexipol, LLC 1995-2018 Rev 6/7/18 EXHIBIT A SUBSCRIPTIONS AND SERVICES BEING PURCHASED AND RELATED FEES Agency is purchasing the following: Pricing is based on Law Enforcement - No. of Authorized Sworn Officers _______ (insert #) Custody - No. of Beds _______ (insert #) Fire - No. of Authorized Staff _______ (insert #) Probation - No. of Authorized Parole Officers _______ (insert #) PRODUCT TERM 2020 Price 2021 Price 2022 Price 2023 Price 2024 Price Annual Fire Subscription: Annual Fire Policy Manual & Daily Training Bulletins Annual $12,324 $12,755 $13,202 $13,664 $14,142 Fire Procedures Content Annual $825 $825 $825 $825 $825 Supplemental Publication Service (12 Months)Annual $2,325 $2,325 $2,325 $2,325 $2,325 Fire Policy Manual - Annual Recurring Subscription $15,474 $15,905 $16,352 $16,814 $17,292 GRAND TOTAL ALL SERVICES $15,474 $15,905 $16,352 $16,814 $17,292 DocuSign Envelope ID: F5C386F3-FE97-4B4D-B81F-74A23D7EECFB 190 Copyright 2018 © Lexipol, LLC 1995-2018 1 Rev 7/26/18 EXHIBIT B GENERAL TERMS AND CONDITIONS 1. Definitions. For purposes of this Agreement, each of the following terms will have the meaning indicated in this Section: 1.1 Agency’s Account. “Agency’s Account” means the account by which Agency accesses the Subscription Materials. 1.2 Agreement. “Agreement” means (a) the cover sheet to which these General Terms and Conditions are attached, (b) Exhibit A (Subscriptions and Services Being Purchased and Related Fees) attached to that cover sheet, (c) these General Terms and Conditions, and (d) Exhibit C (Scope of Services). 1.3 Initial Term/Contract Year. “Initial Term” means the twelve-month period commencing on the Effective Date and “Contract Year” means each twelve-month period commencing on each anniversary of the Effective Date, except as may otherwise be modified by Section 2.1 Term below. 1.4 Derivative Work. “Derivative Work” means a work that is based on the Subscription Material or any portion thereof, such as a revision, modification, abridgement, condensation, expansion, or any other form in which the Subscription Material or any portion thereof may be recast, transformed, or adapted. For purposes of this Agreement, a Derivative Work also includes any compilation that incorporates any portion of the Subscription Material. Further, “Derivative Work” includes any work considered a “derivative work” under United States copyright law. 1.5 Effective Date. “Effective Date” means the date specified on the cover sheet to which these General Terms and Conditions are attached. 1.6 Subscription Materials. “Subscription Materials” means the policy manuals, supplemental policy publications, daily training bulletins and other materials provided by Lexipol to Agency from time to time during the term of this Agreement under the subscriptions purchased by Agency as specified in Exhibit A. 2. Term and Termination. 2.1 Term. This Agreement is effective upon the execution and delivery of this Agreement by both Lexipol and Agency, and shall continue in effect for five (5) years until the expiration of the Initial TermNotwithstanding the foregoing, however, this Agreement will be subject to termination as provided in Section 2.2 below. 2.2 Termination. This Agreement may be terminated by either party, effective immediately, (a) in the event that the other party fails to discharge any obligation or remedy any default under this Agreement for a period of more than thirty (30) calendar days after it has been given written notice of such failure or default; or (b) in the event that the other party makes an assignment for the benefit of creditors or commences or has commenced against it any proceeding in bankruptcy, insolvency or reorganization pursuant to the bankruptcy laws of any applicable jurisdiction. 2.3 Effect of Expiration or Termination. Upon the expiration or termination of this Agreement, all of the rights granted to Agency by this Agreement to the subscriptions identified on Exhibit A shall automatically terminate. The termination or expiration of this Agreement shall not, however, relieve either party from any obligation or liability that has accrued under this Agreement prior to the date DocuSign Envelope ID: F5C386F3-FE97-4B4D-B81F-74A23D7EECFB Copyright 2018 © Lexipol, LLC 1995-2018 2 Rev 7/26/18 of such termination or expiration. The right to terminate this Agreement pursuant to Section 2.2 above shall be in addition to, and not in lieu of, any other remedy, legal or equitable, to which the terminating party shall be entitled at law or in equity. The provisions of Sections 1 (Definitions), 4 (Copyright; Derivative Works; Lexipol’s Ownership), 5 (Right to Use; Limitations on Use of Subscription Material and Derivative Works), 7 (Privacy Policy), 8 (Policy Adoption), 9 (Disclaimer of Liability), 10 (Limitation of Liability), 13 (Miscellaneous), and this Section 2.3 shall survive the expiration or termination of this Agreement for any reason whatsoever. 3. Subscription Fees, Etc. 3.1 Subscription Fee/Invoicing. Lexipol will invoice Agency at the commencement of the Subscription Service (Initial Term) and thirty (30) days prior to the date for each Contract Year (refer to 2.1 above). Agency will pay to Lexipol the subscription fee specified on Exhibit A within thirty (30) days following Agency’s receipt of the invoice for such subscription and renewal fees. All invoices will be sent to Agency at the address for Agency specified on the cover sheet to which these General Terms and Conditions are attached. All payments will be made to Lexipol at the address for Lexipol specified on the cover sheet to which these General Terms and Conditions are attached. 3.2 Taxes; Past Due Amounts. City of Denton is tax exempt. All amounts required to be paid by Agency under this Agreement are itemized in , Exhibit A. In the event any amount owed by Agency is not paid when due, and such failure is not cured within ten (10) days after written notice thereof from Lexipol, then in addition to any other amount due, Agency shall pay a late payment charge on the overdue amount at a rate equal to the lower of (a) one percent (1 %) per month, or (b) the highest rate permitted by applicable law. 4. Copyright; Derivative Works; Lexipol’s Ownership. Agency acknowledges and agrees that the Subscription Material is a proprietary product of Lexipol, protected under U.S. copyright law, and that Lexipol reserves all rights not expressly granted in this Agreement. Subject to the terms and conditions contained in this Agreement, Lexipol hereby grants Agency the right to prepare Derivative Works, except as limited by the terms of this agreement; provided, however, that Agency acknowledges and agrees that Lexipol will be the sole owner of all right, title and interest in and to all Derivative Works prepared by or for Agency, including all copyrights and other intellectual property and proprietary rights therein or pertaining thereto, and Agency hereby assigns and transfers to Lexipol all right, title and interest in and to all Derivative Works prepared by or for Agency, including all copyrights and other intellectual property and proprietary rights therein or pertaining thereto. Agency will not remove from any copies of the Subscription Material provided by Lexipol to Agency any copyright notice or other proprietary notice of Lexipol appearing thereon, and shall include such copyright and other notices at the appropriate place on each copy of the Subscription Material and each copy of any Derivative Work made by or for Agency, in any form. 5. Right to Use; Limitations on Use of Subscription Material and Derivative Works. Subject to the terms and conditions contained in this Agreement, Lexipol hereby grants to Agency a perpetual, personal, fully paid-up, right to use, except as limited by the terms of this agreement the Subscription Material and any Derivative Works prepared by or for Agency, solely for the Agency’s internal purposes. To the extent allowed by law, Agency will not use, copy, republish, lend, distribute, post on servers, transmit, redistribute, display, in whole or in part, by any means or medium, electronic or mechanical, or by any information storage and retrieval system, any Subscription Material or any Derivative Work prepared by or for Agency other than as expressly authorized by the immediately preceding sentence. To the extent allowed by law, without limiting the generality of the foregoing, Agency will not import, upload, or otherwise make available any Subscription Material or any Derivative Work prepared by or for Agency into or onto any third party knowledge, document, or other content management system or service without Lexipol’s prior written consent. The foregoing does not, however, prohibit or restrict Agency from providing Subscription Material or Derivative Works prepared by or for Agency pursuant to an order from a court or other governmental agency or other legal process, or DocuSign Envelope ID: F5C386F3-FE97-4B4D-B81F-74A23D7EECFB Copyright 2018 © Lexipol, LLC 1995-2018 3 Rev 7/26/18 Freedom of Information Act (FOIA) request, or Public Records Act (PRA) request, nor does it prohibit or restrict Agency from displaying the adopted/approved final policy document on a publicly accessible website for official Agency purposes, so long as Agency includes the appropriate copyright and other proprietary notices on such final policy document as required by Section 4 above. 6. Account Security. Agency is solely responsible for maintaining the confidentiality of Agency’s user name(s) and password(s) and the security of Agency’s Account. Agency will not permit access to Agency’s Account, or use of Agency’s user name(s) and/or password(s) by any person or entity other than authorized Agency personnel. Agency will immediately notify Lexipol in writing if Agency becomes aware that any person or entity other than authorized Agency personnel has used Agency’s Account or Agency’s user name(s) and/or password(s). 7. Privacy Policy. Lexipol will hold all information Agency provides in confidence unless required to provide information in accordance with an order from a court or other governmental agency or other legal process such as a Freedom of Information Act (FOIA) request, or Public Records Act (PRA) request. Lexipol will use commercially reasonable efforts to ensure the security of information provided by Agency. Lexipol’s system also uses Secure Socket Layer (SSL) Protocol for browsers supported by Lexipol application(s). SSL encrypts information as it travels between the Agency and Lexipol. However, Agency acknowledges and agrees that Internet data transmission is not always 100% secure and Lexipol does not warrant or guaranty that information Agency transmits utilizing the Lexipol system or online platform is 100% secure. Agency acknowledges that Lexipol may provide view-only access and summary information (including but not limited to, status of number of policies developed or in development, percentage of staff reviews of developed policies, and percentage of DTBs taken) to the Agency’s affiliated Risk Management Authority, Insurance Pool or Group, or Sponsoring Association, if they are actively funding their member Agencies’ Subscription Fees. 8. Policy Adoption. Agency hereby acknowledges and agrees that any and all policies and Daily Training Bulletins (DTBs) included in the Subscription Material provided by Lexipol have been individually reviewed, customized and adopted by Agency for use by Agency. Agency further acknowledges and agrees that neither Lexipol nor any of its agents, employees or representatives shall be considered “policy makers” in any legal or other sense and that the chief executive of Agency will, for all purposes, be considered the “policy maker” with regard to each and every such policy and DTB. 9. Disclaimer of Liability. Agency acknowledges and agrees that Lexipol its officers, agents, managers, and employees will have no liability to Agency or any other person or entity arising from or related to the Subscription Materials, or any act or omission by Agency or its personnel pursuant to, or in reliance on, any of the Subscription Materials, except in instances of negligence or willful misconduct on the part of Lexipol. 10. Limitation of Liability. . Lexipol’s cumulative liability to Agency and any other person or entity for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this Agreement or the use of any Subscription Materials shall not exceed its insurance policy limits under the insurance policies required under the terms of this Agreement. 11. Non-Transferability. The subscriptions and rights to use the Subscription Material granted by this Agreement are personal to Agency and Agency shall not assign or otherwise transfer the same to any other person or entity. 12. Confidentiality. From time to time during the term of this Agreement, either party may be required to disclose information to the other party that is conspicuously marked “confidential” or the like, (“Confidential Information”). The receiving party will: (a) limit disclosure of any Confidential Information of the other party to the receiving party’s directors, officers, employees, agents and other representatives DocuSign Envelope ID: F5C386F3-FE97-4B4D-B81F-74A23D7EECFB Copyright 2018 © Lexipol, LLC 1995-2018 4 Rev 7/26/18 (collectively “Representatives”) who have a need to know such Confidential Information in connection with the business relationship between the parties to which this Agreement relates, and only for that purpose; (b) advise its Representatives of the confidential nature of the Confidential Information and of the obligations set forth in this Agreement and require such Representatives to keep the Confidential Information confidential and to use it only as permitted by this Agreement; (c) keep all Confidential Information confidential by using a reasonable degree of care, but not less than the degree of care used by it in safeguarding its own confidential information; and (d) not disclose any Confidential Information received by it to any third party (except as otherwise provided for herein). Notwithstanding the foregoing, however, a party may disclose Confidential Information of the other party pursuant to any governmental, judicial, or administrative order, subpoena, discovery request, regulatory request, or Freedom of Information Act (FOIA) request, or Public Records Act (PRA) request, or similar method, provided that the party proposing to make any such disclosure will promptly notify, to the extent practicable, the other party in writing of such demand for disclosure so that the other party may, at its sole expense, seek to make such disclosure subject to a protective order or other appropriate remedy to preserve the confidentiality of the Confidential Information. Each party shall be responsible for any breach of this Section by any of such party’s Representatives. Miscellaneous. 13.1 Governing Law. This Agreement shall be construed in accordance with, and governed by, the laws of the State of Texas, without giving effect to any choice of law doctrine that would cause the law of any other jurisdiction to apply. 13.2 Entire Agreement. This Agreement embodies the entire agreement and understanding of the parties hereto and hereby expressly supersedes any and all prior written and oral agreements and understandings with respect to the subject matter hereof, including without limitation any and all agreements and understandings pertaining to the use of the Subscription Materials by Agency. No representation, promise, inducement, or statement of intention has been made by any party hereto that is not embodied in this Agreement. Terms and conditions set forth in any purchase order, or any other form or document of Agency, which are inconsistent with, or in addition to, the terms and conditions set forth in this Agreement, are hereby objected to and rejected in their entirety, regardless of when received, without further action or notification by Lexipol, and shall not be considered binding on Lexipol unless specifically agreed to in writing by it. 13.3 Headings. The captions and other headings contained in this Agreement are for convenience only and shall not be considered a part of or affect the construction and interpretation of any provision of this Agreement. 13.4 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same document. 13,5 Amendment. No amendment, modification, or supplement to this Agreement shall be binding unless it is in writing and signed by the party sought to be bound thereby. 13.6 Attorney’s Fees. If any action is brought by either party to this Agreement against the other party regarding the subject matter hereof, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorneys’ fees and expenses of litigation. 13.7 General Interpretation. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent. This Agreement shall be construed without regard to any presumption or rule requiring construction against the party causing such instrument or any portion thereof to be drafted, or in favor of the party receiving a particular benefit under the Agreement. No rule of strict construction will be applied against any person or entity. DocuSign Envelope ID: F5C386F3-FE97-4B4D-B81F-74A23D7EECFB Copyright 2018 © Lexipol, LLC 1995-2018 5 Rev 7/26/18 13.8 Notices. Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given by personal delivery, by certified mail, postage prepaid, or by recognized overnight delivery service to the appropriate party at the address of such party stated on the cover sheet to which these General Terms and Conditions are attached, or such other address as such party may indicate by a notice delivered to the other party in accordance with the terms of this Section. Alternatively, electronic mail or facsimile notice is acceptable when acknowledged by the receiving party. 13.9 Invalidity of Provisions. Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof. Further, if a court of competent jurisdiction finds any provision of this Agreement to be invalid or unenforceable, then the parties agree that the court should endeavor to give effect to the parties’ intention as reflected in such provision to the maximum extent possible. 13.10 Waiver. Lexipol’s and Agency’s failure to exercise, or delay in exercising, any right or remedy under any provision of this Agreement shall not constitute a waiver of such right or remedy. End of General Terms and Conditions DocuSign Envelope ID: F5C386F3-FE97-4B4D-B81F-74A23D7EECFB Exhibit C Scope of Services FOR FIRE & POLICE STANDARD OPERATING PROCEDURES AND POLICIES PRODUCT CHARACTERISTICS AN EQUAL ITEM MUST MEET TO BE CONSIDERED: Must provide comprehensive, legal content to be used for Police & Fire policies & procedures. Must follow any applicable Federal, State or case laws that affect each Department. Must include content that is considered “Best Practice” for the Police & Fire industry, and compatible for each Department to use in respective Accreditation processes. All content must be available online and navigable through a single dedicated app as well as desktop browser. Must provide on demand access to content. Must provide a process of tracking personnel’s acknowledgment of policies and procedures, to reduce Department liability. Must provide comprehensive usage and the ability to generate reports. Must be customizable, to allow for local content to be incorporated. Software must be compatible for use with Fire Department’s training software (Target Solutions). DocuSign Envelope ID: F5C386F3-FE97-4B4D-B81F-74A23D7EECFB Exhibit CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date DocuSign Envelope ID: F5C386F3-FE97-4B4D-B81F-74A23D7EECFB CIQ LEXIPOL, LLC N/A X X X X X 4/21/2020 Van Holland Certificate Of Completion Envelope Id: F5C386F3FE974B4DB81F74A23D7EECFB Status: Sent Subject: Please DocuSign: City Council Contract 7279-Lexipol (Fire Department) Source Envelope: Document Pages: 11 Signatures: 4 Envelope Originator: Certificate Pages: 6 Initials: 2 Crystal Westbrook AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 crystal.westbrook@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 4/21/2020 3:55:33 PM Holder: Crystal Westbrook crystal.westbrook@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Crystal Westbrook crystal.westbrook@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 4/21/2020 3:56:09 PM Viewed: 4/21/2020 3:59:09 PM Signed: 4/21/2020 4:00:49 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: 4/21/2020 4:00:52 PM Viewed: 4/21/2020 5:36:31 PM Signed: 4/21/2020 5:37:51 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: 4/21/2020 5:37:53 PM Viewed: 4/21/2020 6:11:51 PM Signed: 4/21/2020 6:12:22 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Mike Renoux mrenoux@lexipol.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 172.13.181.217 Signed using mobile Sent: 4/21/2020 6:15:24 PM Resent: 4/21/2020 6:58:25 PM Viewed: 4/21/2020 6:59:26 PM Signed: 4/21/2020 7:02:41 PM Electronic Record and Signature Disclosure: Accepted: 4/21/2020 6:59:26 PM ID: 5b066ba8-d815-4628-9906-55d4874c14a0 Signer Events Signature Timestamp Van Holland vholland@lexipol.com CFO Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 70.175.186.77 Sent: 4/21/2020 7:02:43 PM Viewed: 4/22/2020 7:02:49 PM Signed: 4/22/2020 7:03:28 PM Electronic Record and Signature Disclosure: Accepted: 4/21/2020 6:42:34 PM ID: b49206a1-f081-4ea9-8d9e-c1b508cd2f7d Kenneth Hedges kenneth.hedges@cityofdenton.com Fire Chief Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 4/22/2020 7:03:31 PM Viewed: 4/23/2020 9:05:58 AM Signed: 4/23/2020 9:07:20 AM Electronic Record and Signature Disclosure: Accepted: 4/23/2020 9:05:58 AM ID: f09ff263-7e74-4c78-b044-b6fa8ad1bb6a Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 4/23/2020 9:07:24 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman Todd.Hileman@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/25/2017 11:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 4/21/2020 4:00:51 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Mike Renoux mrenoux@lexipol.com Security Level: Email, Account Authentication (None) Sent: 4/21/2020 6:15:25 PM Viewed: 4/21/2020 6:19:18 PM Electronic Record and Signature Disclosure: Accepted: 4/21/2020 6:59:26 PM ID: 5b066ba8-d815-4628-9906-55d4874c14a0 Sherri Thurman sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 4/23/2020 9:07:23 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Assistant City Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 4/23/2020 9:07:23 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Zolaina Parker Zolaina.Parker@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 4/23/2020 9:07:24 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Dinora Velasquez dinora.velasquez@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 4/23/2020 9:07:24 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Mike Renoux, Van Holland, Kenneth Hedges, Todd Hileman, Mike Renoux How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. 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McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-908,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 Lexipol,LLC,for the customized policy management,update,and training solution for the Police Department,which is the sole provider of this service,in accordance with Texas Local Government Code 252.022,which provides that procurement of commodities and services that are available from one source are exempt from competitive bidding,and if over $50,000 shall be awarded by the governing body;and providing an effective date (File 7279 -awarded to Lexipol,LLC,in the five (5) year not-to-exceed amount of $131,571). City of Denton Printed on 5/8/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance CFO: Antonio Puente, Jr. DATE: May 12, 2020 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract with Lexipol, LLC, for the customized policy management, update, and training solution for the Police Department, which is the sole provider of this service, in accordance with Texas Local Government Code 252.022, which provides that procurement of commodities and services that are available from one source are exempt from competitive bidding, and if over $50,000 shall be awarded by the governing body; and providing an effective date (File 7279 – awarded to Lexipol, LLC, in the five (5) year not-to-exceed amount of $131,571). INFORMATION/BACKGROUND Lexipol is a web-based platform to manage and maintain an agency’s policies. Lexipol’s unique solution provides guidance on Public Safety best practices, and updates policies regularly to reflect legal updates that impact how our officers operate. Lexipol’s base policies are vetted thoroughly by a team of Public Safety experts and lawyers to ensure legally sound policies are provided. Furthermore, the policies are customized to the specific state of the agency utilizing the service. Before Lexipol, the Denton Police was operating under outdated general orders in need of significant revision. Lexipol provides the framework in which to customize our policies and ensures we are operating under the most up-to-date laws. The cost savings associated with Lexipol is enormous. These savings can be seen in the following: • A team of officers would be needed to research, vet, and revise policies. With Lexipol, this system can be managed, and the policies completed by one trained officer. This helps the department to keep public safety personnel staffed on the street rather than tied up in administrative jobs. • The policies are updated regularly by Lexipol. A tremendous amount of resources and time are saved by having the Lexipol staff, comprised of Public Safety experts and attorneys, ensure that the legal updates are addressed. The likelihood of new legislation not being addressed in policy goes up exponentially when there is not an experienced team in place to vet them. • By keeping Denton Police policies updated, our public safety personnel are educated and bring that knowledge to their service to our community. Legally sound policies protect the City from liability. A five-year post-Lexipol implementation study showed a reduction in the number of litigated claims and claims paid out. Lexipol provides enhanced accountability by requiring each employee to acknowledge policies and reports can be run by administrators to track those acknowledgments. An easy-to-use app makes the policies accessible to officers on the street. In addition to these benefits, Lexipol has daily training bulletins to reinforce the content of the policies. The DTB’s will keep policies at the forefront of our employees’ minds City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com and help them to learn how to operate under them. Before Lexipol, Denton PD was operating under 65 policies, many of which were no longer utilized or forgotten. With Lexipol, there have been over 100 policies revised and the department will end up with over 170. Implementation of this solution has made a very daunting and difficult task more manageable and easily rolled out. In 2018, the Police Department issued purchase orders for a 1-year trial through a sole source agreement with Lexipol. The total last year was $15,023. Section 252.022 of the Local Government Code provides that procurement of sole source commodities and services are exempt from competitive bidding, if over $50,000, shall be awarded by the governing body. RECOMMENDATION Award with a contract to Lexipol, LLC, as a sole source supplier, for the customized policy management, update, and training solution for the Police Department in a five (5) year amount not-to-exceed $131,571. PRINCIPAL PLACE OF BUSINESS Lexipol, LLC Frisco, TX ESTIMATED SCHEDULE OF PROJECT This is a five (5) year contract. FISCAL INFORMATION These services will be funded from Tech Services Projects account 830700.6504. Requisition #145496 has been entered into the Purchasing software system in the amount of $24,587. The budgeted amount for this item is $131,571. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: LLC Members Exhibit 3: Ordinance and Contract Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Dinora Velasquez, (940) 349-8843. 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 " ! ! AGREEMENT FOR USE OF SUBSCRIPTION MATERIAL Agency’s Name: City of Denton, Texas Agency’s Address: 215 E. McKinney Street Denton, TX 76201 Attention: Chief Frank Dixon Lexipol’s Address: Attention: 2611 Internet Blvd Ste 100 Frisco, TX 75034 Michael Renoux Effective Date: _ _ (to be completed by Lexipol upon receipt of signed Agreement) The Agreement for Use of Subscription Material is between Lexipol, LLC, a Delaware limited liability company (“Lexipol”), and the Agency identified above. The Agreement consists of (a) this cover sheet; (b) Exhibit A (Subscriptions and Services Being Purchased and Related Fees) attached to this cover sheet, (c) Exhibit B (General Terms and Conditions) attached to this cover sheet, and (d) Exhibit C (Scope of Services) attached to this cover sheet. Capitalized terms that are used in Exhibit A and not defined therein shall have the respective meanings given to them in Exhibit B. AGENCY LEXIPOL, LLC Signature: Print Name: Signature: Print Name: _Van Holland_ Title: Title: Chief Financial Officer _ Date Signed: Date Signed: Copyright 2018 © Lexipol, LLC 1995-2018 Rev 6/7/18 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT ATTEST: ROSA RIOS, CITY SECRETARY BY: _______________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: _______________________________ # %! $! ! "#$ $ !! EXHIBIT A SUBSCRIPTIONS AND SERVICES BEING PURCHASED AND RELATED FEES Agency is purchasing the following: PRODUCT TERM 2020 Price 2021 Price 2022 Price 2023 Price 2024 Price Annual Law Enforcement Subscription: Annual Law Enforcement Policy Manual & Daily Training Bulletins (12 months) Annual $21,068 $21,805 $22,569 $23,358 $24,176 Supplemental Publication Service (12 Months) Annual $1,719 $1,719 $1,719 $1,719 $1,719 Law Enforcement Accreditation Workbench Annual $2,000 $2,000 $2,000 $2,000 $2,000 Law Enforcement Policy Manual - Annual Recurring Subscription $24,787 $25,524 $26,288 $27,077 $27,895 GRAND TOTAL ALL SERVICES $24,787 $25,524 $26,288 $27,077 $27,895 Pricing is based on _ Law Enforcement - No. of Authorized Sworn Officers _150_ (insert #) Custody - No. of Beds _ (insert #) Fire - No. of Authorized Staff (insert #) Probation - No. of Authorized Parole Officers _ (insert #) Copyright 2018 © Lexipol, LLC 1995-2018 Rev 6/7/18 1 EXHIBIT B GENERAL TERMS AND CONDITIONS 1. Definitions. For purposes of this Agreement, each of the following terms will have the meaning indicated in this Section: 1.1 Agency’s Account. “Agency’s Account” means the account by which Agency accesses the Subscription Materials. 1.2 Agreement. “Agreement” means (a) the cover sheet to which these General Terms and Conditions are attached, (b) Exhibit A (Subscriptions and Services Being Purchased and Related Fees) attached to that cover sheet, (c) these General Terms and Conditions, and (d) Exhibit C (Scope of Services). 1.3 Initial Term/Contract Year. “Initial Term” means the twelve-month period commencing on the Effective Date and “Contract Year” means each twelve-month period commencing on each anniversary of the Effective Date, except as may otherwise be modified by Section 2.1 Term below. 1.4 Derivative Work. “Derivative Work” means a work that is based on the Subscription Material or any portion thereof, such as a revision, modification, abridgement, condensation, expansion, or any other form in which the Subscription Material or any portion thereof may be recast, transformed, or adapted. For purposes of this Agreement, a Derivative Work also includes any compilation that incorporates any portion of the Subscription Material. Further, “Derivative Work” includes any work considered a “derivative work” under United States copyright law. 1.5 Effective Date. “Effective Date” means the date specified on the cover sheet to which these General Terms and Conditions are attached. 1.6 Subscription Materials. “Subscription Materials” means the policy manuals, supplemental policy publications, daily training bulletins and other materials provided by Lexipol to Agency from time to time during the term of this Agreement under the subscriptions purchased by Agency as specified in Exhibit A. 2. Term and Termination. 2.1 Term. This Agreement is effective upon the execution and delivery of this Agreement by both Lexipol and Agency, and shall continue in effect for five (5) years until the expiration of the Initial TermNotwithstanding the foregoing, however, this Agreement will be subject to termination as provided in Section 2.2 below. 2.2 Termination. This Agreement may be terminated by either party, effective immediately, (a) in the event that the other party fails to discharge any obligation or remedy any default under this Agreement for a period of more than thirty (30) calendar days after it has been given written notice of such failure or default; or (b) in the event that the other party makes an assignment for the benefit of creditors or commences or has commenced against it any proceeding in bankruptcy, insolvency or reorganization pursuant to the bankruptcy laws of any applicable jurisdiction. 2.3 Effect of Expiration or Termination. Upon the expiration or termination of this Agreement, all of the rights granted to Agency by this Agreement to the subscriptions identified on Exhibit A shall automatically terminate. The termination or expiration of this Agreement shall not, however, relieve either party from any obligation or liability that has accrued under this Agreement prior to the date Copyright 2018 © Lexipol, LLC 1995-2018 Rev 7/26/18 2 of such termination or expiration. The right to terminate this Agreement pursuant to Section 2.2 above shall be in addition to, and not in lieu of, any other remedy, legal or equitable, to which the terminating party shall be entitled at law or in equity. The provisions of Sections 1 (Definitions), 4 (Copyright; Derivative Works; Lexipol’s Ownership), 5 (Right to Use; Limitations on Use of Subscription Material and Derivative Works), 7 (Privacy Policy), 8 (Policy Adoption), 9 (Disclaimer of Liability), 10 (Limitation of Liability), 13 (Miscellaneous), and this Section 2.3 shall survive the expiration or termination of this Agreement for any reason whatsoever. 3. Subscription Fees, Etc. 3.1 Subscription Fee/Invoicing. Lexipol will invoice Agency at the commencement of the Subscription Service (Initial Term) and thirty (30) days prior to the date for each Contract Year (refer to 2.1 above). Agency will pay to Lexipol the subscription fee specified on Exhibit A within thirty (30) days following Agency’s receipt of the invoice for such subscription and renewal fees. All invoices will be sent to Agency at the address for Agency specified on the cover sheet to which these General Terms and Conditions are attached. All payments will be made to Lexipol at the address for Lexipol specified on the cover sheet to which these General Terms and Conditions are attached. 3.2 Taxes; Past Due Amounts. City of Denton is tax exempt. All amounts required to be paid by Agency under this Agreement are itemized in , Exhibit A. In the event any amount owed by Agency is not paid when due, and such failure is not cured within ten (10) days after written notice thereof from Lexipol, then in addition to any other amount due, Agency shall pay a late payment charge on the overdue amount at a rate equal to the lower of (a) one percent (1 %) per month, or (b) the highest rate permitted by applicable law. 4. Copyright; Derivative Works; Lexipol’s Ownership. Agency acknowledges and agrees that the Subscription Material is a proprietary product of Lexipol, protected under U.S. copyright law, and that Lexipol reserves all rights not expressly granted in this Agreement. Subject to the terms and conditions contained in this Agreement, Lexipol hereby grants Agency the right to prepare Derivative Works, except as limited by the terms of this agreement; provided, however, that Agency acknowledges and agrees that Lexipol will be the sole owner of all right, title and interest in and to all Derivative Works prepared by or for Agency, including all copyrights and other intellectual property and proprietary rights therein or pertaining thereto, and Agency hereby assigns and transfers to Lexipol all right, title and interest in and to all Derivative Works prepared by or for Agency, including all copyrights and other intellectual property and proprietary rights therein or pertaining thereto. Agency will not remove from any copies of the Subscription Material provided by Lexipol to Agency any copyright notice or other proprietary notice of Lexipol appearing thereon, and shall include such copyright and other notices at the appropriate place on each copy of the Subscription Material and each copy of any Derivative Work made by or for Agency, in any form. 5. Right to Use; Limitations on Use of Subscription Material and Derivative Works. Subject to the terms and conditions contained in this Agreement, Lexipol hereby grants to Agency a perpetual, personal, fully paid-up, right to use, except as limited by the terms of this agreement the Subscription Material and any Derivative Works prepared by or for Agency, solely for the Agency’s internal purposes. To the extent allowed by law, Agency will not use, copy, republish, lend, distribute, post on servers, transmit, redistribute, display, in whole or in part, by any means or medium, electronic or mechanical, or by any information storage and retrieval system, any Subscription Material or any Derivative Work prepared by or for Agency other than as expressly authorized by the immediately preceding sentence. To the extent allowed by law, without limiting the generality of the foregoing, Agency will not import, upload, or otherwise make available any Subscription Material or any Derivative Work prepared by or for Agency into or onto any third party knowledge, document, or other content management system or service without Lexipol’s prior written consent. The foregoing does not, however, prohibit or restrict Agency from providing Subscription Material or Derivative Works prepared by or for Agency pursuant to an order from a court or other governmental agency or other legal process, or Copyright 2018 © Lexipol, LLC 1995-2018 Rev 7/26/18 3 Freedom of Information Act (FOIA) request, or Public Records Act (PRA) request, nor does it prohibit or restrict Agency from displaying the adopted/approved final policy document on a publicly accessible website for official Agency purposes, so long as Agency includes the appropriate copyright and other proprietary notices on such final policy document as required by Section 4 above. 6. Account Security. Agency is solely responsible for maintaining the confidentiality of Agency’s user name(s) and password(s) and the security of Agency’s Account. Agency will not permit access to Agency’s Account, or use of Agency’s user name(s) and/or password(s) by any person or entity other than authorized Agency personnel. Agency will immediately notify Lexipol in writing if Agency becomes aware that any person or entity other than authorized Agency personnel has used Agency’s Account or Agency’s user name(s) and/or password(s). 7. Privacy Policy. Lexipol will hold all information Agency provides in confidence unless required to provide information in accordance with an order from a court or other governmental agency or other legal process such as a Freedom of Information Act (FOIA) request, or Public Records Act (PRA) request. Lexipol will use commercially reasonable efforts to ensure the security of information provided by Agency. Lexipol’s system also uses Secure Socket Layer (SSL) Protocol for browsers supported by Lexipol application(s). SSL encrypts information as it travels between the Agency and Lexipol. However, Agency acknowledges and agrees that Internet data transmission is not always 100% secure and Lexipol does not warrant or guaranty that information Agency transmits utilizing the Lexipol system or online platform is 100% secure. Agency acknowledges that Lexipol may provide view-only access and summary information (including but not limited to, status of number of policies developed or in development, percentage of staff reviews of developed policies, and percentage of DTBs taken) to the Agency’s affiliated Risk Management Authority, Insurance Pool or Group, or Sponsoring Association, if they are actively funding their member Agencies’ Subscription Fees. 8. Policy Adoption. Agency hereby acknowledges and agrees that any and all policies and Daily Training Bulletins (DTBs) included in the Subscription Material provided by Lexipol have been individually reviewed, customized and adopted by Agency for use by Agency. Agency further acknowledges and agrees that neither Lexipol nor any of its agents, employees or representatives shall be considered “policy makers” in any legal or other sense and that the chief executive of Agency will, for all purposes, be considered the “policy maker” with regard to each and every such policy and DTB. 9. Disclaimer of Liability. Agency acknowledges and agrees that Lexipol its officers, agents, managers, and employees will have no liability to Agency or any other person or entity arising from or related to the Subscription Materials, or any act or omission by Agency or its personnel pursuant to, or in reliance on, any of the Subscription Materials, except in instances of negligence or willful misconduct on the part of Lexipol. 10. Limitation of Liability. . Lexipol’s cumulative liability to Agency and any other person or entity for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this Agreement or the use of any Subscription Materials shall not exceed its insurance policy limits under the insurance policies required under the terms of this Agreement. 11. Non-Transferability. The subscriptions and rights to use the Subscription Material granted by this Agreement are personal to Agency and Agency shall not assign or otherwise transfer the same to any other person or entity. 12. Confidentiality. From time to time during the term of this Agreement, either party may be required to disclose information to the other party that is conspicuously marked “confidential” or the like, (“Confidential Information”). The receiving party will: (a) limit disclosure of any Confidential Information of the other party to the receiving party’s directors, officers, employees, agents and other representatives Copyright 2018 © Lexipol, LLC 1995-2018 Rev 7/26/18 4 (collectively “Representatives”) who have a need to know such Confidential Information in connection with the business relationship between the parties to which this Agreement relates, and only for that purpose; (b) advise its Representatives of the confidential nature of the Confidential Information and of the obligations set forth in this Agreement and require such Representatives to keep the Confidential Information confidential and to use it only as permitted by this Agreement; (c) keep all Confidential Information confidential by using a reasonable degree of care, but not less than the degree of care used by it in safeguarding its own confidential information; and (d) not disclose any Confidential Information received by it to any third party (except as otherwise provided for herein). Notwithstanding the foregoing, however, a party may disclose Confidential Information of the other party pursuant to any governmental, judicial, or administrative order, subpoena, discovery request, regulatory request, or Freedom of Information Act (FOIA) request, or Public Records Act (PRA) request, or similar method, provided that the party proposing to make any such disclosure will promptly notify, to the extent practicable, the other party in writing of such demand for disclosure so that the other party may, at its sole expense, seek to make such disclosure subject to a protective order or other appropriate remedy to preserve the confidentiality of the Confidential Information. Each party shall be responsible for any breach of this Section by any of such party’s Representatives. Miscellaneous. 13.1 Governing Law. This Agreement shall be construed in accordance with, and governed by, the laws of the State of Texas, without giving effect to any choice of law doctrine that would cause the law of any other jurisdiction to apply. 13.2 Entire Agreement. This Agreement embodies the entire agreement and understanding of the parties hereto and hereby expressly supersedes any and all prior written and oral agreements and understandings with respect to the subject matter hereof, including without limitation any and all agreements and understandings pertaining to the use of the Subscription Materials by Agency. No representation, promise, inducement, or statement of intention has been made by any party hereto that is not embodied in this Agreement. Terms and conditions set forth in any purchase order, or any other form or document of Agency, which are inconsistent with, or in addition to, the terms and conditions set forth in this Agreement, are hereby objected to and rejected in their entirety, regardless of when received, without further action or notification by Lexipol, and shall not be considered binding on Lexipol unless specifically agreed to in writing by it. 13.3 Headings. The captions and other headings contained in this Agreement are for convenience only and shall not be considered a part of or affect the construction and interpretation of any provision of this Agreement. 13.4 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same document. 13,5 Amendment. No amendment, modification, or supplement to this Agreement shall be binding unless it is in writing and signed by the party sought to be bound thereby. 13.6 Attorney’s Fees. If any action is brought by either party to this Agreement against the other party regarding the subject matter hereof, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorneys’ fees and expenses of litigation. 13.7 General Interpretation. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent. This Agreement shall be construed without regard to any presumption or rule requiring construction against the party causing such instrument or any portion thereof to be drafted, or in favor of the party receiving a particular benefit under the Agreement. No rule of strict construction will be applied against any person or entity. Copyright 2018 © Lexipol, LLC 1995-2018 Rev 7/26/18 5 13.8 Notices. Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given by personal delivery, by certified mail, postage prepaid, or by recognized overnight delivery service to the appropriate party at the address of such party stated on the cover sheet to which these General Terms and Conditions are attached, or such other address as such party may indicate by a notice delivered to the other party in accordance with the terms of this Section. Alternatively, electronic mail or facsimile notice is acceptable when acknowledged by the receiving party. 13.9 Invalidity of Provisions. Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof. Further, if a court of competent jurisdiction finds any provision of this Agreement to be invalid or unenforceable, then the parties agree that the court should endeavor to give effect to the parties’ intention as reflected in such provision to the maximum extent possible. 13.10 Waiver. Lexipol’s and Agency’s failure to exercise, or delay in exercising, any right or remedy under any provision of this Agreement shall not constitute a waiver of such right or remedy. End of General Terms and Conditions Copyright 2018 © Lexipol, LLC 1995-2018 Rev 7/26/18 ([KLELW& 6FRSHRI6HUYLFHV )25),5( 32/,&(67$1'$5'23(5$7,1*352&('85(6$1' 32/,&,(6 352'8&7&+$5$&7(5,67,&6$1(48$/,7(008670((772%( &216,'(5(' x0XVWSURYLGHFRPSUHKHQVLYHOHJDOFRQWHQWWREHXVHGIRU3ROLFH )LUH SROLFLHV SURFHGXUHV x0XVWIROORZDQ\DSSOLFDEOH)HGHUDO6WDWHRUFDVHODZVWKDWDIIHFWHDFK 'HSDUWPHQW x0XVWLQFOXGHFRQWHQWWKDWLVFRQVLGHUHG³%HVW3UDFWLFH´IRUWKH3ROLFH )LUH LQGXVWU\DQGFRPSDWLEOHIRUHDFK'HSDUWPHQWWRXVHLQUHVSHFWLYH $FFUHGLWDWLRQSURFHVVHV x$OOFRQWHQWPXVWEHDYDLODEOHRQOLQHDQGQDYLJDEOHWKURXJKDVLQJOH GHGLFDWHGDSSDVZHOODVGHVNWRSEURZVHU x0XVWSURYLGHRQGHPDQGDFFHVVWRFRQWHQW x0XVWSURYLGHDSURFHVVRIWUDFNLQJSHUVRQQHO¶VDFNQRZOHGJPHQWRISROLFLHV DQGSURFHGXUHVWRUHGXFH'HSDUWPHQWOLDELOLW\ x0XVWSURYLGHFRPSUHKHQVLYHXVDJHDQGWKHDELOLW\WRJHQHUDWHUHSRUWV x0XVWEHFXVWRPL]DEOHWRDOORZIRUORFDOFRQWHQWWREHLQFRUSRUDWHG x6RIWZDUHPXVWEHFRPSDWLEOHIRUXVHZLWK)LUH'HSDUWPHQW¶VWUDLQLQJ VRIWZDUH 7DUJHW6ROXWLRQV Exhibit CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date Certificate Of Completion Envelope Id: 447246A901E34A738F1FE546F036297F Status: Sent Subject: Please DocuSign: City Council Contract 7279-Lexipol (Police Department) Source Envelope: Document Pages: 11 Signatures: 4 Envelope Originator: Certificate Pages: 6 Initials: 2 Crystal Westbrook AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 crystal.westbrook@cityofdenton.com IP Address: 47.184.71.247 Record Tracking Status: Original 4/21/2020 6:59:08 PM Holder: Crystal Westbrook crystal.westbrook@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Crystal Westbrook crystal.westbrook@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 47.184.71.247 Sent: 4/21/2020 7:00:17 PM Viewed: 4/21/2020 7:09:44 PM Signed: 4/21/2020 7:13:51 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 47.184.67.105 Signed using mobile Sent: 4/21/2020 7:13:53 PM Viewed: 4/21/2020 8:01:56 PM Signed: 4/21/2020 8:02:19 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: 198.49.140.104 Sent: 4/21/2020 8:02:22 PM Viewed: 4/24/2020 5:38:32 PM Signed: 4/24/2020 5:39:01 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Mike Renoux mrenoux@lexipol.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 172.13.181.217 Sent: 4/24/2020 5:39:05 PM Viewed: 4/28/2020 1:27:43 PM Signed: 4/28/2020 1:30:09 PM Electronic Record and Signature Disclosure: Accepted: 4/21/2020 6:59:26 PM ID: 5b066ba8-d815-4628-9906-55d4874c14a0 Signer Events Signature Timestamp Van Holland vholland@lexipol.com CFO Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 70.175.186.77 Sent: 4/28/2020 1:30:12 PM Resent: 5/4/2020 11:17:18 AM Viewed: 5/4/2020 11:18:00 AM Signed: 5/4/2020 11:18:49 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Frank Dixon frank.dixon@cityofdenton.com Chief of Police Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 5/4/2020 11:18:52 AM Viewed: 5/4/2020 11:29:44 AM Signed: 5/4/2020 11:31:33 AM Electronic Record and Signature Disclosure: Accepted: 5/4/2020 11:29:44 AM ID: a1ab4d70-86e0-49b9-9e79-cabedbb700dd Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 5/4/2020 11:31:37 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: 4/21/2020 7:13:53 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: 5/4/2020 11:31:37 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Assistant City Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 5/4/2020 11:31:37 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Zolaina Parker Zolaina.Parker@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 5/4/2020 11:31:37 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Dinora VelasJueJ dinora.velasJueJ@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 5/4/2020 11:31:37 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. 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By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-911,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,a Texas home-rule municipal corporation,rejecting any and all competitive proposals under RFP 7288 for the Oracle HCM Implementation for the City of Denton Human Resource Department; and providing an effective date (RFP 7288). City of Denton Printed on 5/8/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance CFO: Antonio Puente, Jr. DATE: May 12, 2020 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, rejecting any and all competitive proposals under RFP 7288 for the Oracle HCM Implementation for the City of Denton Human Resource Department; and providing an effective date (RFP 7288). INFORMATION/BACKGROUND The City of Denton solicited bids for the Oracle HCM Implementation Services. On October 9, 2018, the City Council approved consolidating the Human Resource systems into a single solution with Oracle’s Human Capital Management System, with an annual subscription of $140,842 for a total of $422,460 for over three (3) years. The implementation plan for Oracle HCM included using the Technical Services staff to complete most of the work. The original implementation timeline was to be completed by October 2020. The recruitment implementation has been completed and is handling basic recruiting needs. To expedite needed skills to complete the implementation, the City solicited bids for a third party to assist in completing the remaining project implementation. While in the process of receiving the bids, the CDC announced a worldwide COVID-19 pandemic on March 11, 2020. On March 13, 2020, the Mayor executed a Declaration of Local Disaster for Public Health Emergency. Due to the COVID-19 financial impacts, the staff will cease the request for the HCM Oracle Implementation bid and focus on higher priority needs. In accordance with the Local Government Code 252.043, the City Council may reject any and all bids. RECOMMENDATION Staff recommends rejection of all proposals for Oracle HCM Implementation services for the City of Denton Human Resource Department. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Ordinance City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Tiffany Thomson at 940-349-7401. Legal point of contact: Mack Reinwand at 940-349-8333. City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-953,Version:1 AGENDA CAPTION Consider approval of the minutes of April 30 and May 5, 2020. City of Denton Printed on 5/8/2020Page 1 of 1 powered by Legistar™ CITY OF DENTON CITY COUNCIL MINUTES April 30, 2020 After determining that a quorum was present, the City Council of the City of Denton, Texas convened in a Special Called Meeting on Thursday, April 30, 2020, at 1:01 p.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas. PRESENT: Mayor Chris Watts, Mayor Pro Tem Gerard Hudspeth and Council Members Keely Briggs, Jesse Davis, John Ryan, Deb Armintor, and Paul Meltzer ABSENT: None Also present were City Manager Todd Hileman and City Attorney Aaron Leal Note: Mayor Chris Watts, Mayor Pro Tem Gerard Hudspeth, and Council Members Keely Briggs, Jesse Davis, John Ryan, Deb Armintor and Paul Meltzer will be participating in the closed meeting, work session, and regular meeting via video/teleconference under the provisions allowed by the Texas Government Code Section 551.127. The posted agenda noted the registration process for public participation at this virtual meeting. While citizen commentary received via the online registration process is not read, each member of the City Council received each registration as it was submitted. WORK SESSION 1. Citizen Comments on Consent Agenda Items None. 2. Requests for clarification of agenda items listed on this agenda. • Consent Item 1.C (ID 20-852) - As requested, staff clarified other information available to the public relating to mail in ballots in Travis County applied only to that County. (Watts) • Consent Item 1.C (ID 20-852) - As requested, staff reported contact with the Denton County Elections Department on mail-in ballots would be provided in the Friday Report. (Meltzer) 3. Work Session Reports Note: The items when posted were numbered out of order but when read into the record, were presented in alphabetical order. Therefore, the correction is noted herein. City of Denton City Council Minutes April 30, 2020 Page 2 A.B. ID 20-773 Receive a report, hold a discussion, and give staff direction regarding an update to the City of Denton’s COVID-19 response. The item was presented and discussion followed. Dr. Matt Richardson, Director of the Denton County Public Health Department, provided county-level statistics as related to COVID-19. Following discussion, there was no direction provided. However, needed corrections were identified to the Order to be considered under Individual Consideration Item 2.A (ID 20-873) to be considered during the Special Called Meeting to follow later in the day. The meeting recessed for a short break at 2:39 p.m. and reconvened at 2:48 p.m. B.A. ID 20-772 Receive a report, hold a discussion, and give staff direction regarding a policy for requests to create special districts within the City and the Extraterritorial Jurisdiction (ETJ). The item was presented and discussion followed. Following discussion, there was no direction provided as the item was for presentation purposes only, with the Policy scheduled to return for formal consideration on May 5. CLOSED MEETING 1. The City Council convened into a Closed Meeting at 4:03 p.m. consistent with Chapter 551 of the Texas Government Code, as amended, or as otherwise allowed by law, as follows. A. ID 20-883 Consultation with Attorneys - Under Texas Government Code Section 551.071. Consultation, discussion, deliberation, and receipt of information from the City’s attorneys involving legal issues relating to a disaster declaration and related order, and to provide the City’s attorneys with direction, where a public discussion of these legal matters would clearly conflict with the duty of the City’s attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. DELIBERATED The Closed Meeting started at 4:13 p.m. and ended at 4:25 p.m. No votes or actions were taken during the Closed Meeting. City of Denton City Council Minutes April 30, 2020 Page 3 SPECIAL MEETING After determining that a quorum was present, the City Council of the City of Denton, Texas convened in a Special Called Meeting on Thursday, April 30, 2020, at 4:30 p.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas. PRESENT: Mayor Chris Watts, Mayor Pro Tem Gerard Hudspeth and Council Members Keely Briggs, Jesse Davis, John Ryan, Deb Armintor, and Paul Meltzer ABSENT: None Also present were City Manager Todd Hileman and City Attorney Aaron Leal Note: Mayor Chris Watts, Mayor Pro Tem Gerard Hudspeth, and Council Members Keely Briggs, Jesse Davis, John Ryan, Deb Armintor and Paul Meltzer will be participating in the closed meeting, work session, and regular meeting via video/teleconference under the provisions allowed by the Texas Government Code Section 551.127. The posted agenda noted the registration process for public participation at this virtual meeting. While citizen commentary received via the online registration process is not read, each member of the City Council received each registration as it was submitted. 1. CONSENT AGENDA The Consent Agenda consisted of Items 1.A-C. No items were pulled for individual consideration. Council Member Ryan moved to adopt the Consent Agenda 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 A. ID 20-879 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, approving and authorizing the City Manager to sign a Lease Amendment Letter Agreement to a Medical Office Building Lease by and between Epic Development, Inc., and the City of Denton for the use and occupancy of premises at 3537 South I-35E Denton, Texas 76210 for the City of Denton Employee Health Center for a two month rent abatement and two month lease extension; authorizing the expenditure of funds therefor; and providing an effective date. ASSIGNED ORDINANCE NO. 20-879 City of Denton City Council Minutes April 30, 2020 Page 4 B. ID 20-880 Consider approval of the minutes of April 7, 2020 (Emergency and Regular). C. ID 20-852 Consider approval of a resolution of the City Council of the City of Denton finding that a public emergency exists and setting forth its support for determining that the emergency warrants a special election; for petitioning the governor for a special election date; authorizing the Mayor and City Manager to forward the resolution to the Governor and Secretary of State of the State of Texas; and providing an effective date. ASSIGNED RESOLUTION NO. 20-852 2. ITEMS FOR INDIVIDUAL CONSIDERATION A. ID 20-873 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, extending the effective period of the declared state of local disaster; superseding and replacing the Second Order of Council of the City of Denton issued April 6, 2020 approved by Ordinance 20-812; confirming and authorizing the expenditure of funds; providing a repealer clause; and providing an effective date. ASSIGNED ORDINANCE NO. 20-873 The item was presented and discussion followed. Citizen comments received are noted in Exhibit A. All members of the City Council received the comments as submitted and had the opportunity to review all submissions prior to the start of the meeting and consider such comments when voting on the item. Mayor Watts announced the summary of public commentary/registrations. See Exhibit A for details. • 1 online comment: 0 in Support and 1 in Opposition • 0 call-ins Following discussion, Council Member Davis moved to adopt the item with the following amendments to the Order: • Remunerate Section 4.a, second “iii” as “iv”: [struck through and underlined for emphasis] o iii iv. Other boards and commissions shall meet only as necessary to consider time sensitive items critical for the continued operation of the City and provision of services to the public. City of Denton City Council Minutes April 30, 2020 Page 5 • Revise Section 4.k correcting the dollar amount as follows: [struck through and underlined for emphasis] o The City Manager is authorized to expend no more than Nine Eight Hundred Fifty Thousand Dollars ($850,000.000) from the general fund reserve balance during this period to proceed with the necessary emergency responses and essential functions not already budgeted, which includes the previously authorize. Motion seconded by Council Member Briggs. Motion carried. AYES (6): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis, Ryan, and Meltzer NAYS (1): Council Member Armintor With no other business, the meeting was adjourned at 5:02 p.m. ____________________________________ ____________________________________ CHRIS WATTS ROSA RIOS MAYOR CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON, TEXAS MINUTES APPROVED ON: ____________________________________ Name Last Address City Agenda Item Position MethodCommentsLewis Toland 9700 Teakwood Avenue Denton 20-873 Against OnlineWe citizens are quite capable of acting prudently about opening and patronizing a business without the consistently erroneous estimates of the prelates of the Petri dishes. Your hastyoverreaction in presuming to determine "essential" from "nonessential" is mostilliberal, granting monopolies to larger corporations while impoverishing local families. Experts arenarrowly focused advisors, not leaders. Much more of your "cures" will prove more economically fatal than the over-hyped virus.April 30, 2020 City Council Special Called Meeting - EXHIBIT ASpeaker Commentaries/RegistrationsOnline, Email, Phone CITY OF DENTON CITY COUNCIL MINUTES May 5, 2020 After determining that a quorum was present, the City Council of the City of Denton, Texas convened in a Work Session on Tuesday, May 5, 2020, at 2:05 p.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas. PRESENT: Mayor Chris Watts, Mayor Pro Tem Gerard Hudspeth and Council Members Keely Briggs, Jesse Davis, John Ryan, Deb Armintor, and Paul Meltzer ABSENT: None Also present were City Manager Todd Hileman and City Attorney Aaron Leal Note: Mayor Chris Watts, Mayor Pro Tem Gerard Hudspeth, and Council Members Keely Briggs, Jesse Davis, John Ryan, Deb Armintor and Paul Meltzer will be participating in the closed meeting, work session, and regular meeting via video/teleconference under the provisions allowed by the Texas Government Code Section 551.127. The posted agenda noted the registration process for public participation at this virtual meeting. While citizen commentary received via the online registration process is not read, each member of the City Council received each registration as it was submitted. WORK SESSION 1. Citizen Comments on Consent Agenda Items None. 2. Requests for clarification of agenda items listed on this agenda • Consent Item 2.G (ID 20-869) - As requested, staff clarified the type of chemical sprays to be used as well as the hazardous population trying to be reduced. (Briggs) • Consent Item 2.G (ID 20-869) - Pulled for Individual Consideration. (Armintor) • Consent Item 2.H (ID 20-970) - Pulled for Individual Consideration. (Meltzer, Armintor) • Consent Item 2.I (ID 20-881) - Request for an Informal Staff Report showing changes to the floodplain. (Meltzer) • Consent Item 2.N (ID 20-930) - As requested, staff clarified the opening of Fire Station #8 scheduled for February 2021, with additional information to follow on cancellation of lease once building is occupied. (Briggs) City of Denton City Council Minutes May 5, 2020 Page 2 3. Work Session Reports A. ID 20-832 Receive reports, hold discussions, and give staff direction on the following with respect to Green Tree Estates: 1. Actions taken, and expenditures made, by the City in accordance with the Mayor’s Declaration of Disaster and Ordinance No. 19-2784 as modified; 2. Existing site conditions; 3. Code compliance observations, issues, and resolutions; 4. Extension of the declaration of disaster and temporary water provision beyond May 22, 2020; 5. Water, infrastructure improvement options; and 6. Alternative housing solutions for the residents. The item was presented and discussion followed. At 3:47 p.m., the City Council convened into its scheduled Closed Meeting to deliberate under Item 1.B (ID 20-922), Consultation with Attorneys under Texas Government Code Section 551.071. Therefore, the item was held for discussion following that deliberation. The closed meeting ended at 4:13 p.m.; no votes or actions were taken during the closed meeting. At 4:27 p.m., the Work Session was resumed. Discussion on the item continued. Following discussion, by City Council consensus, staff was directed to continue as follows: • Extend Declaration to July 31, 2020 • Waive $9,204 cost of line extension, provided: o June 12 City Customer Service Inspections are completed o July 3 Property owners pay $6,938 tap, meter, and impact fee o July 17 Meters are set for those for those that have paid city fees o July 24 Residences are connected to the City’s water system • On July 31, emergency declaration and temporary water service ends • Beginning June 12, connected residences become normal water customers and accounts will be established under the name of those people occupying the homes • At the July 14 meeting, City Council is to receive an update to discuss the above-noted issues in further detail • Beginning immediately, no water will be delivered to residents at the 14 properties once the property is vacated (no new residents/accounts permitted for that service once the existing resident vacates the property) The Work Session was recessed for a short break at 5:24 p.m. and reconvened at 5:41 p.m. City of Denton City Council Minutes May 5, 2020 Page 3 B. ID 20-863 Receive a report, hold a discussion, and give staff direction regarding an update to the City of Denton’s COVID-19 response. The item related, in part, to Consent Item 2.L (ID 20-923) to be considered at the Regular Meeting being held later in the evening. The item was presented and discussion followed. Following discussion, there was no direction provided as the item was for presentation purposes only. C. ID 20-731 Receive a report, hold a discussion, and give staff direction regarding the 2019- 20 Audit Plan. The item was presented and discussion followed. Following discussion, there was no direction provided as the item was for presentation purposes only. The Work Session ended at 6:40 p.m. CLOSED MEETING NOTE: The Closed Meeting was held in between the time that Work Session Item 3.A (ID 20- 832) was being presented and discussed. 1. The City Council convened into a Closed Meeting at 3:47 p.m. consistent with Chapter 551 of the Texas Government Code, as amended, or as otherwise allowed by law, as follows. Item 1.A (ID 20-921) was not deliberated. A. ID 20-921 Consultation with Attorneys- Under Texas Government Code Section 551.071. Consultation, discussion, deliberation, and receipt of a report, hold a discussion, and give staff direction regarding an update to the City of Denton’s COVID-19 response, and to provide the City’s attorneys with direction, where a public discussion of these legal matters would clearly 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. NOT DELIBERATED City of Denton City Council Minutes May 5, 2020 Page 4 B. ID 20-922 Consultation with Attorneys - Under Texas Government Code Section 551.071. Consultation with the City’s attorneys regarding legal issues associated with the City’s activities and actions related to Green Tree Estates, its residents, and property owners and the Declaration of Disaster and associated Council action affecting the same 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 Rules of Disciplinary Conduct of the State Bar of Texas, or would jeopardize the City’s legal position in negotiations, potential litigation, or administrative proceedings. DELIBERATED The item related, in part, to Work Session Item 3.A (ID 20-832) discussed earlier in the day. The Closed Meeting started at 3:56 p.m. and ended at 4:13 p.m. No votes or actions were taken during the Closed Meeting. REGULAR MEETING After determining that a quorum was present, the City Council of the City of Denton, Texas convened in a Regular Meeting on Tuesday, May 5, 2020, at 6:55 p.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas. PRESENT: Mayor Chris Watts, Mayor Pro Tem Gerard Hudspeth and Council Members Keely Briggs, Jesse Davis, John Ryan, Deb Armintor, and Paul Meltzer ABSENT: None Also present were City Manager Todd Hileman and City Attorney Aaron Leal Note: Mayor Chris Watts, Mayor Pro Tem Gerard Hudspeth, and Council Members Keely Briggs, Jesse Davis, John Ryan, Deb Armintor and Paul Meltzer will be participating in the closed meeting, work session, and regular meeting via video/teleconference under the provisions allowed by the Texas Government Code Section 551.127. The posted agenda noted the registration process for public participation at this virtual meeting. While citizen commentary received via the online registration process is not read, each member of the City Council received each registration as it was submitted. 1. PRESENTATION FROM MEMBERS OF THE PUBLIC A. Review of procedures for addressing the City Council. City of Denton City Council Minutes May 5, 2020 Page 5 B. Receive Scheduled Citizen Reports from Members of the Public 1) Pre-registration. None. 2) Open Microphone. None. 2. CONSENT AGENDA The Consent Agenda consisted of Items 2.A-N. During the Work Session held earlier in the day, Item 2.G (ID 20-869) was pulled for Individual Consideration by Council Member Armintor. Item 2.H (ID 20-870) was pulled for Individual Consideration by Council Members Armintor and Meltzer. Council Member Ryan moved to adopt the Consent Agenda, now consisting of items 2.A-2.F and 2.I-2.M. 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 A. ID 20-680 Consider adoption of an ordinance of the City of Denton approving a consent to assignment of an Airport Lease between Tony A. Riley and James W. Huff and Nancy Huff, covering property at 4710 Lockheed, Denton, Texas at the Denton Enterprise Airport; and providing an effective date. ASSIGNED ORDINANCE NO. 20-680 B. ID 20-841 Consider adoption of an ordinance of the City of Denton authorizing the City Manager to execute a funding agreement between the City and CASA of Denton County to provide Community Development Block Grant funds for improvements to the facility at 604 and 610 North Bell Avenue, Denton, Texas; authorizing the expenditure of funds not to exceed $40,000.00; and providing an effective date. ASSIGNED ORDINANCE NO. 20-841 C. ID 20-842 Consider adoption of an ordinance of the City of Denton authorizing the City Manager to execute a funding agreement between the City and Grace Like Rain Inc. to provide Community Development Block Grant funds for pre-development costs for the construction of a community village in Denton, Texas; authorizing the expenditure of funds not to exceed $80,932; and providing an effective date. ASSIGNED ORDINANCE NO. 20-842 City of Denton City Council Minutes May 5, 2020 Page 6 D. ID 20-843 Consider adoption of an ordinance of the City of Denton authorizing the City Manager to execute a funding agreement between the City and Habitat for Humanity of Denton County to provide Community Development Block Grant funds for acquisition of a minimum of four single-family lots; authorizing the expenditure of funds not to exceed $220,000.00; and providing an effective date. ASSIGNED ORDINANCE NO. 20-843 E. ID 20-867 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager, or his designee, to execute a contract with Siddons-Martin Emergency Group, LLC, through the Buy Board Cooperative Purchasing Network Contract # 571-18, for the purchase of associated equipment for Pierce Velocity TM Pumper Engine for the Fire Department; providing for the expenditure of funds therefor; and providing an effective date. (File 7339 - awarded to Siddons-Martin Emergency Group, LLC, in the amount of $109,399.87). ASSIGNED ORDINANCE NO. 20-867 F. ID 20-868 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, rejecting any and all competitive proposals under RFQ 7196 for professional services for the preparation of a Comprehensive Plan Evaluation Report and to update the Comprehensive Plan; and providing an effective date (RFQ 7196). ASSIGNED ORDINANCE NO. 20-868 I. ID 20-881 Consider adoption of an ordinance of the City of Denton repealing and replacing Chapter 30, titled "Flood Prevention and Protection," of the Denton Code of Ordinances; providing a repealer clause; providing for penalties; providing for codification; providing a severability clause; and providing an effective date. ASSIGNED ORDINANCE NO. 20-881 J. ID 20-882 Consider adoption of an ordinance approving a grade-separated road crossing Preliminary Engineering Contract by and between the City of Denton and the Kansas City Southern Railroad Company (KCSRR) relating to the widening and realignment of Hickory Creek Road within the railroad right-of-way located at KCSRR Mile Post 99.54, within the County and City of Denton, Texas; providing for the expenditure of funds (the initial estimate is $20,000.00 for Preliminary Engineering; the City will receive a final invoice upon completion of the work); and providing an effective date. ASSIGNED ORDINANCE NO. 20-882 K. ID 20-884 Consider approval of the minutes of April 21, 2020. City of Denton City Council Minutes May 5, 2020 Page 7 L. ID 20-923 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, confirming the effective period of the declared state of local disaster; superseding and replacing the Third Order of Council of the City of Denton issued April 30, 2020 approved by Ordinance 20-873; confirming and authorizing the expenditure of funds; providing a repealer clause; and providing an effective date. ASSIGNED ORDINANCE NO. 20-923 M. ID 20-928 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, approving First Amendment of Lease between the City and 4SR Mulberry, LLC, a Texas limited liability company, related to a Building Lease Agreement for properties located at 215 W. Hickory St. and 216 W. Mulberry St., Denton, Texas; providing authority for the City Manager to execute the amendment; and, providing an effective date. ASSIGNED ORDINANCE NO. 20-928 N. ID 20-930 Consider adoption of an ordinance of the City of Denton approving and authorizing the City Manager or his designee to sign a Second Amendment to Medical Office Building Lease by and between Columbia Medical Center of Denton Subsidiary, L.P. and the City of Denton for the continued use and occupancy of the premises at 3535A-1 South I-35E Denton, Texas by the City of Denton Fire Department; authorizing the City Manager to sign a letter agreement related to the same property for a two month rent abatement and two month lease extension; authorizing the expenditure of funds therefor; and providing an effective date. ASSIGNED ORDINANCE NO. 20-930 ITEMS PULLED FOR INDIVIDUAL CONSIDERATION G. ID 20-869 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager, or his designee, to utilize a contract through the City of Arlington, for the Airfield Vegetation Management Program at Denton Enterprise Airport, as awarded by the City of Arlington IFB #20-0032; providing for the expenditure of funds therefor; and providing an effective date (File 7333 - awarded to Nexus Solutions USA, Inc. in the not-to-exceed amount of $130,000). ASSIGNED ORDINANCE NO. 20-869 Pulled for Individual Consideration by Council Member Armintor. The item was presented with no discussion following. Council Member Ryan moved to adopt the item as presented. Motion seconded by Council Member Briggs. Motion carried. AYES (6): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis, Ryan, and Meltzer NAYS (1): Council Member Armintor City of Denton City Council Minutes May 5, 2020 Page 8 H. ID 20-870 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute an Interlocal Cooperative Purchasing Agreement with the University of North Texas, under the Government Code, Chapter 791.001, to authorize City of Denton contracts for the purchase of gymnasium rental space for the Parks and Recreation Department; authorizing the expenditure of funds therefor; and declaring an effective date (File 7337 - award an Interlocal Cooperative Purchasing Agreement with the University Of North Texas, for one (1) year, with the option for four (4) additional one (1) year extensions, in the total five (5) year not-to-exceed amount of $225,000). ASSIGNED ORDINANCE NO. 20-870 Pulled for Individual Consideration by Council Members Armintor and Meltzer. Council Members Armintor and Meltzer had a conflict of interest on the item and were removed from the video conference for this item, thereby not participating on consideration of the item. There was no presentation or discussion on the item. Council Member Ryan moved to adopt the item as presented. Motion seconded by Council Member Briggs. Motion carried. AYES (5): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis, and Ryan NAYS (0): None ABSTAIN (2): Council Members Armintor and Meltzer 3. ITEMS FOR INDIVIDUAL CONSIDERATION A. ID 20-616 Consider approval of a resolution supporting the Texas Department of Transportation’s proposal for the removal of certain roadways from the state highway system within the City of Denton; and providing for an effective date. ASSIGNED RESOLUTION NO. 20-616 The item was presented and discussion followed. Mayor Watts announced there were no online registrations or call-ins on the item. Council Member Meltzer moved to deny the item. Motion seconded by Council Member Armintor. Motion failed. AYES (2): Council Members Armintor and Meltzer NAYS (5): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis, and Ryan City of Denton City Council Minutes May 5, 2020 Page 9 Mayor Pro Tem Hudspeth moved to adopt the item as presented. Motion seconded by Council Member Davis. Motion carried. AYES (5): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis, and Ryan NAYS (2): Council Members Armintor and Meltzer B. ID 20-744 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager, or his designee, to select a vendor to provide the City with, to purchase, and to execute an agreement for, generation utility plant forced outage insurance; authorizing the expenditure of funds; and, providing an effective date (RFP No. 7306-awarded to selected vendor in a not-to-exceed amount of $800,000 for DEC Forced Outage Insurance). ASSIGNED ORDINANCE NO. 20-744 The item was presented and discussion followed. Mayor Watts announced there were no online registrations or call-ins on the item. Council Member Briggs moved to adopt the item as presented. Motion seconded by Council Member Davis. Motion carried. AYES (7): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis, Ryan, Armintor, and Meltzer NAYS (0): None C. ID 20-920 Consider approval of a resolution creating an Interim Municipal Utility District (MUD) Policy for the City and the Extraterritorial Jurisdiction (ETJ); and providing for an effective date. ASSIGNED ORDINANCE NO. 20-920 The item was presented and no discussion followed. Mayor Watts announced there were no online registrations or call-ins on the item. Council Member Davis moved to adopt the item as presented. Motion seconded by Council Member Ryan. Motion carried. AYES (7): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis, Ryan, Armintor, and Meltzer NAYS (0): None City of Denton City Council Minutes May 5, 2020 Page 10 4. PUBLIC HEARING(S) A. Z20-0001b Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, approving a change in the zoning district and use classification from the Residential 2 (R2) zoning district and use classification to the Mixed-Use Neighborhood (MN) zoning district and use classification; on approximately 3.46 acres of land located on the northeast side of I-35, approximately 196-feet northwest of Thunderbird Drive, in the City of Denton, Denton County, Texas; adopting an amendment to the city’s official zoning map; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing for severability; and establishing an effective date. The Planning and Zoning Commission recommends approval with conditions (5-0) (Z20-0001, I-35 Offices, Cindy Jackson) ASSIGNED ORDINANCE NO. Z20-0001b The item was presented and discussion followed. With the public hearing opened, speakers were called. Citizen comments received are noted in Exhibit A. All members of the City Council received the comments as submitted and had the opportunity to review all submissions prior to the start of the meeting and consider such comments when voting on the item. With no other callers waiting to speak, the public hearing was closed. Mayor Watts announced the summary of public commentary/registrations. See Exhibit A for details. • 0 online comments • 1 call-in: 1 in Support and 0 in Opposition Council Member Briggs moved to adopt the item as presented. 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 5. CONCLUDING ITEMS Council Members expressed items of interest. City of Denton City Council Minutes May 5, 2020 Page 11 With no further business, the meeting was adjourned at 8:14 p.m. ____________________________________ ____________________________________ CHRIS WATTS ROSA RIOS MAYOR CITY SECRETARY CITY OF DENTON, TEXAS 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 20-955,Version:1 AGENDA CAPTION Consider adoption of an ordinance authorizing an encroachment agreement between the City of Denton,as Grantor,and TT of North Texas,Inc.,a Texas corporation,as Grantee,regarding the placement of private improvements that encroach into (i)a Sanitary Sewer easement,recorded in Volume 464 Page 188,Deed Records,Denton County,Texas and (ii)a Public Utility Easement,recorded in Volume 1143 Page 125,Deed Records,Denton County,Texas and being in the G.Walker Survey,Abstract No.1330,City of Denton,Denton County, Texas; providing an effective date. (Honda of Denton Encroachment Agreement request - Mark Laird) City of Denton Printed on 5/8/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Development Services CM/ DCM/ ACM: Todd Hileman DATE: May 12, 2020 SUBJECT Consider adoption of an Ordinance authorizing an encroachment agreement between the City of Denton, as grantor and TT of North Texas, Inc., a Texas corporation, as grantee, regarding the placement of private improvements that encroach into (i) a Sanitary Sewer easement, recorded in Volume 464 Page 188, Deed Records, Denton County, Texas and (ii) a Public Utility Easement, recorded in Volume 1143 Page 125, Deed Records, Denton County, Texas and being in the G. Walker Survey, Abstract No. 1330, City of Denton, Denton County, Texas; providing an effective date. (Honda of Denton Encroachment Agreement request - Mark Laird) BACKGROUND TT of North Texas, Inc., a Texas corporation “Owner” is the property owner of real property situated in the G. Walker Survey, Abstract 1330, described as Lot 1, Block A, McNatt Addition, Phase II, recorded as County Clerk File number 2004-112565, Plat Records, Denton County, Texas. The Owner is requesting to encroach into two City of Denton Easements with private improvement. The slated private improvements are Hail Canopies that are for the protection and guarding the Owners vehicle inventories from hail storms and other bad weather. The two affected City easements are (1) a Sanitary Sewer easement, recorded in Volume 464 Page 188, Deed Records, Denton County, Texas and (2) a Public Utility Easement, recorded in Volume 1143 Page 125, Deed Records, Denton County, Texas located on the Owners property. The affected Public Utility Easement currently has a 12-inch waterline and Denton Municipal Electric “DME” electric facilities. DME is working with the property Owner to relocate its facilities at the Owners cost. The 12-inch waterline will remain in place. The affected Sanitary Sewer Easement does not have any wastewater facilities located within it, as those improvements were relocated in 2015 because of the State School Interceptor II Project. The conveyance language of the two Easements and the Denton Development Code does not allow for private improvements to be located within the easements. However, given that Texas Department of Transportation “TxDOT” is planning to widen I-35E that is adjacent to the subject area, the public utilities and improvements will need to be relocated for that project. TxDOT has been working with the Utilities Department for solutions of the existing public facilities. After meeting with Staff an application for the Encroachment Agreement was requested on December 18 15, 2019 by Allison Engineering Group on behalf of the Owner for review by the Development Assessment Team “DAT”. The DAT reviewed the request and approved the request on February 26, 2020. The DAT recommends the approval of the Encroachment Agreement. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com To qualify and allow the slated private improvements to be located within the existing easements conditionally. An Encroachment Agreement has been drafted and approved by our Legal Department. The agreement does not abandon or release our existing easement rights. The agreement qualifies the improvements be placed within the easements to not interfere with the exiting water line and holds the Owner accountable for damages and constructions standards are applied to not create any hardship for the Public Facilities. Please see the attached Encroachment Agreement for further information. The subject easements requested for encroachment are considered as utility assets and was presented to the Public Utility Board on May 11, 2020. At that meeting the encroachment request received a recommendation for approval. Staff recommends the approval of the Encroachment request. OPTIONS 1. Approve the proposed ordinance. 2. Decline to approve the proposed ordinance. 3. Table for future consideration. RECOMMENDATION Staff recommends approval encroachment request. ESTIMATED SCHEDULE OF PROJECT Late Spring of 2020. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Being reviewed and considered by the Public Utilities Board on May 11, 2020. FISCAL INFORMATION All costs associated with the processing of the encroachment request are being borne by the Owner. EXHIBITS 1. Agenda Information Sheet 2. Location Map 3. Easement encroachment exhibit 4. Water and Sewer Utilities exhibit 5. Proposed Hail Canopy exhibit 6. Applicant project narrative letter 7. Vesting Deed 8. Encroachment Easements 9. Encroachment Agreement 10. Secretary of State Corporation members list 11. Ordinance Respectfully submitted: Richard Cannone Deputy Director of Development Services Prepared by: Mark A. Laird Associate Planner I-35E RYAN MCKINNEY MAYHILLLOOP 288I-35E SERVICE RDELMLOCUSTOAK COLORADOBELLDALLAS HICKORY HOBSON BRINKERSPENCER PRAIRIECARROLL MORSE SYCAMORE WOODROWT EA S L E Y MILLS FORT WORTHWIND RIVER MONTECI TOEL PASEO SOUTHRIDGE PENNSYLVANIAEAGLE LYNHURST MILL HILLEDWARDS C A R M E L WILSON KIRBYDUNCANP R I V A T E DUCHESS KERLEY FM 2499P A R INMAN FOSTER FAIRFAXWOODBROOKMEDPARKMACK LOON LAKE PINTOLILLIAN B MILLERSUNDOWNRUDDELL SANDERS HOUSTONDENTONA B B O T S ORIOLE CARDINALMISSION WOODLONDONDERRY BRIDGESPOCKRUS PAGEBELLAIREKIMBERLYJOHNSON BOWIEGRANADA STATE SCHOOLUNI CORN L AKE LEAFYFRAME SEVILLE STONEGATEH OLLYHILL SAVANNAH ACME M O O N S A I LBELM ONTPIERCESHADY OAKSFRONTIE R REGALMASTHEADNORTH FO RTYFALCONMYRTLEDEER MARKET GLENNGARYCOOKHILCROFT CANARY FOXCENTRE PLACEAUSTINLANEHEREFORD CUDDYSAN GABRIEL WINSTON S I-35E Ramp BLUE JAY HIGHVIEW SHILOHVILLANOVA SEASI DESA DA U CROSSTREESBALDWINAVE SINDIAN RIDGEROYAL OAKS CANYONCLEVELAND SIENAW H E E L E R OAK PRIVATE PRI VATEPRIVATEPRIVATEI-35E PR IV A T E I-35E SERVICE RD LOOP 288PRIVATES H A D Y O A K S MORSE PRIVA TE PRIVATE PRIVATE I-35E PRIVATEPRIVATEWOODNTS LOCATION MAP Exhibit 2 to AIS 2,500 0 2,500 5,000 7,5001,250 Feetµ SITE DOWNTOWNDENTON HONDA OF DENTONEASEMENT ENCROACHMENT REQUEST UG T U G T UG T UG T UG T UG T U G T U G T UG T UG T U G T U G T UG T UG T UG T UG T U G T U G T UGT UGT LOT 1 BLOCK A I - 3 5 E F R O N T A G E R O A D AS P H A L T 22 0 ' R . O . W . P E R T X D O T GIDEON WALK E R S U R V E Y , ABSTRACT # 1 3 3 0 DENTON COU N T Y , T E X A S 0 2010 40 SCALE: 1"=20'WATER AND ELECTRIC PLAN4 ### ### Job: HOD1902Adam ClaycombThursday, September 26, 2019 3:41:08 PMThursday, September 26, 2019 3:40:12 PMAllison.ctbP:\Projects\HOD1902 - Utility Relocation\DWG\Utility Relocation\HOD1902 Utility Plan.dwgSHEET Checked by: Drawn by:Plotted By:Plot Date:Save Date:Plot Style Table:File Name:info@ae-grp.comTexas Board ofProfessional EngineersRegistration Number: F-78982415 N. ELM STREET DENTON, TEXAS 76201Phone (940) 380-9453FAX (940) 380-9431TT OF DENTON, INCUTILITY RELOCATIONHONDA OF DENTON UTILITY RELOCATION4000 S I-35E, CITY OF DENTON, DENTON COUNTY, TXTHIS DOCUMENT IS RELEASED FOR THE PURPOSE OF INTERIM REVIEW UNDER THE AUTHORITY OF IT IS NOT TO BE USED FOR THE PURPOSES OF CONSTRUCTION, BIDDING, PERMITTING, ETC. LEE K. ALLISON P.E. 53647 Utilities and Easements Base Flood Elevation Cross Sections Locations Streams New FEMA S LOMR 2016 Pre 2011 Not Incorporated Pre 2011 Not Incorporated Denton Engineering Historical LOMR New FEMA Floodplain Year 2016 Zone X = 0.2 % Annual Chance Zone X = 1 % Annual Chance, Less Than 1 Sq Mi Drainage Zone = 1 % Annual Chance, No BFE Detemined, Zone AE = 1 % Annual Chance, BFE Determined Floodway Easements (<1:1,500) Water System Valve Blow Off Air Release Pressure Reducing Closed valve Open valve Water Hydrant Public Hydrant Private Hydrant Water Fitting Effluent water line Water line Water Line Warranty Line Construction Line Private Water Line Denton / UTRWD Water Line July 11, 2019 0 0.03 0.060.015 mi 0 0.045 0.090.0225 km 1:1,200 PERMEABLE AREA& GREEN SPACE EASEMENT1.562 ACEXISTING DETENTIONPONDEXIST. 12" WATER LINEEXIST. LIGHT POLE (TYPICAL)EXIST.SSMH (TYPICAL)EXIST.12"SANITARYSEWERHONDA OFDENTONLOT 1, BLOCK AMCNATT ADDITION PHASE II7.43 AC(OWNER)TT OF NORTH TEXAS, INC.EXIST.30'x464'ACCESS ESMTEXIST.16'UTILITYESMTEXIST.16'UTILITYESMTEXIST.30' x 464'ACCESS ESMTEXIST. 25'BUILDING SETBACKEXIST.10' UTILITYEASEMENTEXIST. 20'SIDEWALKESMTEXIST.48"SANITARYSEWEREX.GAS MAINEXIST.20' SIDEWALK& PUBLIC UTILITYESMTEXIST.10'UTILITYESMTEXIST.14" WATER LINEEXIST.VARIABLE WIDTHPUBLIC UTILITY ESMTEXISTING DETENTIONPONDLOT 4R, BLOCK AMCNATT ADDITION6.165 AC(OWNER)TT OF NORTH TEXAS,INC.EXIST.40' UTILITYESMTEXIST.20' ESMTBY SEPATE DOC.EXIST.8" WATER LINEEXIST.48" SANITARY SEWEREXIST.50'x140'ESMT BYSEPERATE DOC.EXIST.VARIABLEWIDTH PUBLICUTILITY ESMTEXIST.8" WATER LINEEXIST.16'UTILITY ESMTEXIST.14'UTILITY ESMTEXIST.20'UTILITY ESMTEXIST.40'UTILITY ESMTEXIST. 15' BUILDING SETBACKPROP.16' SEWERESMTEXIST. 50' ARCO PIPELINE ESMTEXIST. 50' ARCO PIPELINE ESMT10' HPPETROLEUMEXIST.12"WATERLINEIH35E SBFREXIST.100'CITY OFDENTONESMTEXIST.16'UTILITYESMT297'261'36'72'261'72'36'36'36'36'36'36'36'36'315'261'126'38'-5"14'-5"16'-6"74'-2"21'23'-4"52'-3"23'-11"23'-2"23'-9"23'-5"23'-6"32'-8"64'63'-10"63'-10"63'-2"63'63'STORMApproved By :SCALE :Design By :Eng. By :REVDESCRIPTION DRW CHK ENGDRAWING SIZE:DATEREV.DWG.DRAWING DESCRIPTION:8505-A CHANCELLOR ROWDALLAS, TX, 75247800-966-5005CUSTOMER:PROJECT NAME:LOCATION:STRUCTURE TYPE:SIZE:PAGEPROJECT NUMBER.CORPORATE HEADQUARTERSIAS CERTIFICATION No: FA-428CLARK COUNTY MANUFACTURERCERTIFICATION NUMBER (NEVADA): 355CERTIFICATIONS:THESE PLANS AND SPECIFICATIONS ARE THEPROPERTY OF USA SHADE AND FABRICSTRUCTURES AND SHALL NOT BE REPRODUCED WITHOUT THEIR WRITTEN PERMISSION.SITE PLAN65120-1.15000AS NOTEDDAUTOMOTIVE MGMTSERVICES, INC.HONDA OF DENTONHAIL PROTECTIONDENTON,TX65120HERITAGE CANTILEVERS &DIAMOND PROTECTORSVARIESSA 06/28/18SA 06/28/18SA 06/28/18---NCSITE PLAN1:40 ENGINEERINGNNC RELEASE FOR FABRICATION 06/28/18 SA SA SAADDRESS:4050 S. I-35 EDENTON, TX 76210CODE ANALYSISBUILDING OCCUPANCYCONSTRUCTIONTYPEAREA (SQF)OCCUPANTLOADSHADE STRUCTURES-TOTAL PROJECT135,696N/APROPERTYLINEPROPERTYLINEPROPOSED SHADESTRUCTURE BPROPOSED SHADESTRUCTURE CPROPOSED SHADESTRUCTURE DPROPOSED SHADE STRUCTURE EPROPOSED SHADESTRUCTURE HPROPOSED SHADESTRUCTURE JPROPOSED SHADESTRUCTURE KPROPOSED SHADESTRUCTURE NPROPOSED SHADESTRUCTURE PPROPOSED SHADE STRUCTURE QPROPOSED SHADESTRUCTURE RPROPOSED SHADESTRUCTURE S1U V-B 2415 N. Elm Street Denton, TX 76201 Office: 940.380.9453 Fax: 940.380.9431 www.ae-grp.com TBPE Firm #: 7898 P:\Projects\HOD1902 - Utility Relocation\City Submittals\Pre-Development Meeting\Project Narrative.doc Page 1 of 2 July 25, 2019 City of Denton Planning Department City Hall West 215 W. Hickory St. Denton, TX 76209 Re: Pre-Development Meeting – Utility Relocation and Easement Abandonment 4050 S I-35E, Denton, TX R #268907 AEG #: HOD1902 Project Summary The project consists of the relocation of the 12 inch water main and the electric distribution line. The existing 25 foot and 40 foot P.U.E. will be abandoned in the diagonal direction and new P.U.E. provided as necessary. Of special concern is the TXDOT acquisition of additional R.O.W. We desire to discuss with the City the ramifications of the R.O.W. on this project. Surrounding Property Uses: N: RCC-D (Regional Center Commercial Downtown)– RV Sales Lot E RCC-D (Regional Center Commercial Downtown)– Auto Sales Lot S: PD (Planned Development) – Undeveloped Land W: RCC-D (Regional Center Commercial Downtown)– Auto Sales Lot Project Description An easement awkwardly encumbers the site and prevents the efficient construction of protective features, particularly canvas awnings. Staff has indicated that easements may be abandoned if water and electric are relocated and new easements provided as indicated on the exhibit. TXDOT is in the process of acquiring additional R.O.W. for the widening of I – 35E. Placing the new water and electric utilities in easements along the south frontage road may obligate TXDOT to pay for the relocation of these facilities. Page 2 of 2 We are concerned that TXDOT may refute that obligation on the basis that the City/ Developer are constructing new facilities in the location that TXDOT is actively discussing acquisition. Furthermore, the City or TXDOT may need to aquire additional easement for the relocation of the existing 14” water main or they may issue a right of way use agreement to relocate the 14 inch water main within the expanded TXDOT R.O.W. However, the City may prefer and desire to relocate the 14 inch main in a dedicated easement. Additional easement would improve additional damage to the Honda of Denton facility. Our objective is to consider al of the ramifications with the city regarding this project and develop a responsible route and extent of work for the relocating the utilities Proposed Mitigation Measures There are few trees in the easement. No trees are anticipated to be removed at this time. Trip Generation Trip generation not anticipated. Questions · Is the route on the Exhibit legally acceptable to the City? · Does the City have any detailed concerns with the route or the design that we need to address? · Does the City have any concerns related to negotiations with TXDOT for the additional right of way form Honda of Denton, the relocation of the 14” water main, and its impact of Honda of Dentons and TXDOT responsibility of relocating or adjusting the 12 inch water main proposed? · Is there any possibility of connecting to the existing main thus avoiding the section parallel to I – 35E? Respectfully Submitted, Allison Engineering Group Lee Allison, P.E. UG T U G T UG T UG T UG T UG T U G T U G T UG T UG T U G T U G T UG T UG T UG T UG T U G T U G T UGT UGT LOT 1 BLOCK A I - 3 5 E F R O N T A G E R O A D AS P H A L T 22 0 ' R . O . W . P E R T X D O T GIDEON WALK E R S U R V E Y , ABSTRACT # 1 3 3 0 DENTON COU N T Y , T E X A S 0 2010 40 SCALE: 1"=20'WATER AND ELECTRIC PLAN4 ### ### Job: HOD1902Adam ClaycombThursday, September 26, 2019 3:41:08 PMThursday, September 26, 2019 3:40:12 PMAllison.ctbP:\Projects\HOD1902 - Utility Relocation\DWG\Utility Relocation\HOD1902 Utility Plan.dwgSHEET Checked by: Drawn by:Plotted By:Plot Date:Save Date:Plot Style Table:File Name:info@ae-grp.comTexas Board ofProfessional EngineersRegistration Number: F-78982415 N. ELM STREET DENTON, TEXAS 76201Phone (940) 380-9453FAX (940) 380-9431TT OF DENTON, INCUTILITY RELOCATIONHONDA OF DENTON UTILITY RELOCATION4000 S I-35E, CITY OF DENTON, DENTON COUNTY, TXTHIS DOCUMENT IS RELEASED FOR THE PURPOSE OF INTERIM REVIEW UNDER THE AUTHORITY OF IT IS NOT TO BE USED FOR THE PURPOSES OF CONSTRUCTION, BIDDING, PERMITTING, ETC. LEE K. ALLISON P.E. 53647 TEXAS SECRETARY of STATE RUTH R. HUGHS BUSINESS ORGANIZATIONS INQUIRY - VIEW ENTITY Filing Number:801862184 Entity Type:Domestic For-Profit Corporation Original Date of Filing:October 7, 2013 Entity Status:In existence Formation Date:N/A Tax ID:32052164434 FEIN: Duration:Perpetual Name:TT OF NORTH TEXAS, INC. Address:505 S FLAGLER DR STE 1400 WEST PALM BEACH, FL 33401 USA REGISTERED AGENT FILING HISTORY NAMES MANAGEMENT ASSUMED NAMES ASSOCIATED ENTITIES Last Update Name Title Address May 22, 2019 TERRY TAYLOR PRESIDENT 505 S FLAGLER DR. STE 1400 WEST PALM BEACH, FL 33401 USA May 22, 2019 NANCY CERA SECRETARY 505 S FLAGLER DR. STE 1400 WEST PALM BEACH, FL 33401 USA May 22, 2019 TERRY TAYLOR DIRECTOR 505 S FLAGLER DR. STE 1400 WEST PALM BEACH, FL 33401 USA May 22, 2019 STEPHEN TERRY ASSISTANT SECRETARY 505 S FLAGLER DR. STE 1400 WEST PALM BEACH, FL 33401 USA May 22, 2019 ROBERT THARP OWNER 134 RED BLUFF DRHICKORY CREEK, TX 75065 USA Order Return to Search Instructions: To place an order for additional information about a filing press the 'Order' button. Page 1 of 1BUSINESS ORGANIZATIONS INQUIRY - VIEW ENTITY 5/5/2020https://direct.sos.state.tx.us/corp_inquiry/corp_inquiry-entity.asp?spage=mgmt&:Spagefrom... AN ORDINANCE AUTHORIZING AN ENCROACHMENT AGREEMENT BETWEEN THE CITY OF DENTON,AS GRANTOR,AND TT OF NORTH TEXAS,INC.,A TEXAS CORPORATION,AS GRANTEE,REGARDING THE PLACEMENT OF PRIVATE IMPROVEMENTS THAT ENCROACH INTO (n A SANITARY SEWER EASEMENT, RECORDED IN VOLUME 464 PAGE 188,DEED RECORDS,DENTON COUNTY,TEXAS AND (II)A PUBLIC UTILITY EASEMENT,RECORDED IN VOLUME 1143 PAGE 125, DEED RECORDS,DENTON COUNTY,TEXAS AND BEING IN THE G.WALKER SURVEY,ABSTRACT NO.1330,CITY OF DENTON,DENTON COUNTY,TEXAS; PROVIDING AN EFFECTIVE DATE. WHEREAS,the City was previously granted (i)a Sanitary Sewer Easement,recorded in Volume 464 Page 188,Deed Records,Denton County,Texas and (ii)a Public Utility Easement, recorded in Volume 1143 Page 125,Deed Records,Denton County,Texas,respectively (collectively,the "City Easements");and WHEREAS,IT of North Texas,Inc.("TT")is the owner of real property situated in the G.Walker Survey,Abstract 1330,described as Lot 1,Block A,McNatt Addition,Phase II, recorded as County Clerk File number 2004-112565,Plat Records,Denton County,Texas, respectively (collectively,the "Owners property");and WHEREAS,TT of North Texas desires to install hail canopies (the "Private Improvements")on its property which will extend into and encroach upon the City Easements as shown and depicted within the Agreement attached hereto and made a part hereof by reference as Exhibit "A"(the "Encroachment Agreement");and WHEREAS,City staff has reviewed TT's encroachment request and determined it will have little impact on the public infrastructure currently in place;and WHEREAS,TT has agreed to provide insurance and assume the risk of the Private Improvements being within the City Easements;and WHEREAS,the City Council has considered the request and staff's recommendation of approval and it of the opinion that it should be granted;NOW,THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1.The recitals contained in the preamble of this Ordinance are incorporated as if set out fully herein. SECTION 2.The City Manager,or his designee,is hereby authorized to execute the Encroachment Agreement by and between the City of Denton and TT of North Texas as attached hereto as Exhibit "A." SECTION 3.The City Manager is further authorized to carry out all duties and obligations of the City pursuant to the Encroachment Agreement. SECTION 4.This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by and seconded by ,the ordinance was passed and approved by the following vote L ---.J: Aye Nay Abstain Absent Chris Watts,Mayor: Gerard Hudspeth,District 1: Keely G.Briggs,District 2: Jesse Davis,District 3: John Ryan,District 4: Deb Armintor,At Large Place 5: Paul Meltzer,At Large Place 6: PASSED AND APPROVED this the day of ,2020. CHRIS WATTS,MAYOR ATTEST: ROSA RIOS,CITY SECRETARY BY:_ APPROVED AS TO LEGAL FORM: AARON LEAL,CITY ATTORNEY ..~ BY:'-~~ EXHIBIT A ATTEST: ROSA RJOS,CITY SECRETARY BY:_ APPROVED AS TO LEGAL FORM: AARON LEAL,CITY ATTORNEY TT OF NORTH TEXAS,INC., A TEXA..~CO~.RATION ~~I~~r;;".4Y7 7 l//~ ./Signatu(l ~E7·.fc)f~/;f~/?;:J Title Page 4 of4 UG T U G T UG T UG T UG T UG T U G T U G T UG T UG T U G T U G T UG T UG T UG T UG T U G T U G T UGT UGT LOT 1 BLOCK A I - 3 5 E F R O N T A G E R O A D AS P H A L T 22 0 ' R . O . W . P E R T X D O T GIDEON WALK E R S U R V E Y , ABSTRACT # 1 3 3 0 DENTON COU N T Y , T E X A S 0 2010 40 SCALE: 1"=20'WATER AND ELECTRIC PLAN4 ### ### Job: HOD1902Adam ClaycombThursday, September 26, 2019 3:41:08 PMThursday, September 26, 2019 3:40:12 PMAllison.ctbP:\Projects\HOD1902 - Utility Relocation\DWG\Utility Relocation\HOD1902 Utility Plan.dwgSHEET Checked by: Drawn by:Plotted By:Plot Date:Save Date:Plot Style Table:File Name:info@ae-grp.comTexas Board ofProfessional EngineersRegistration Number: F-78982415 N. ELM STREET DENTON, TEXAS 76201Phone (940) 380-9453FAX (940) 380-9431TT OF DENTON, INCUTILITY RELOCATIONHONDA OF DENTON UTILITY RELOCATION4000 S I-35E, CITY OF DENTON, DENTON COUNTY, TXTHIS DOCUMENT IS RELEASED FOR THE PURPOSE OF INTERIM REVIEW UNDER THE AUTHORITY OF IT IS NOT TO BE USED FOR THE PURPOSES OF CONSTRUCTION, BIDDING, PERMITTING, ETC. LEE K. ALLISON P.E. 53647 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-933,Version:1 AGENDA CAPTION Consider approval of a resolution of the City of Denton regarding the creation of the Legends Ranch Municipal Utility District of Denton County, encompassing approximately 496.136 acres of land located north of U.S. Hwy 380, east of Nail Road, and west of Thomas J. Egan Road, within Division I of the Extraterritorial Jurisdiction of the City of Denton, Texas; and providing an effective date. City of Denton Printed on 5/8/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services CM: Todd Hileman DATE: May 12, 2020 SUBJECT Consider approval of a resolution of the City of Denton regarding the creation of the Legends Ranch Municipal Utility District of Denton County, encompassing approximately 496.136 acres of land located north of U.S. Hwy 380, east of Nail Road, and west of Thomas J. Egan Road, within Division I of the Extraterritorial Jurisdiction of the City of Denton, Texas; and providing an effective date. BACKGROUND: Article III, Section 52, or Article XVI, Section 59, of the Texas Constitution authorizes the creation of special districts that function as independent, limited governments. A Municipal Utility Districts (MUDs) is another type of special district and Chapter 54 of the Texas Water Code provides specific regulations for the creation of a MUD. The purpose of a MUD is to provide a developer an alternate way to finance infrastructure, such as water, sewer, drainage, and road facilities through the issuance of refunding bonds. Managed by a Board elected by property owners within the MUD, a MUD may issue bonds to reimburse a developer for authorized improvements. The MUD will utilize property tax revenues and user fees received from water and sewer services operated by the MUD to repay the debt. As the MUD pays off its debt, more of its tax revenue can be directed to other services. A MUD can be created by either: 1. the Texas Legislature following adoption of a district creation bill; or 2. the Texas Commission on Environmental Quality (TCEQ) following a petition and consent process described in the Texas Water Code. A MUD established by TCEQ is initiated by a property owner by submitting a Petition for Consent to Creation of a Political Subdivision in the Extraterritorial Jurisdiction. These MUDs are governed by both Section 54.016 of the Texas Water Code and Section 42.042 of the Texas Local Government Code. For property located in the City’s ETJ to be included in a MUD, City Council consent is required prior to creation as part of the TCEQ process. In September of 2019 staff met with the petitioner regarding their development proposal and intention of seeking a MUD. As part of that meeting, staff expressed a concern with the intensity of the development, the creation of a MUD, and future annexation of a large development that was not built under the Denton Development Code and Code of Ordinances. At that time, the petitioner stated that their intention was to just inform the City of what they were planning, and they were not seeking approval from the City. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com On February 14, 2020, the City received a Petition for Consent from Legends Ranch Development, LLC (“Petition”) provided as Exhibit 4, to create a 496.136 acre MUD in the City’s ETJ Division I through the TCEQ process identified above. The property lies within the City’s Certificate of Convenience and Necessity (CCN) area for both water and wastewater. CONSIDERATIONS Master Concept Plan Provided as Exhibit 5 is the Master Concept Plan prepared by the applicant. While the entire development is approximately 568 acres, 496 acres are requested to be included in the MUD. While not proposed to be included in the MUD, approximately 37 acres of the proposed development is located within the City; it is unclear where the remaining 35 acres are located as part of the proposed plan. The approximate 37 acres that are located within the City has a Future Land Use designation of Rural and is zoned Residential-2 (R2). The R2 zoning is a single-family residential district with a minimum lot area of 16,000 square feet. The Master Concept Plan intends for this area to be retail/commercial, flood plain, and a small area of multifamily residential. While a development program has been provided for the single- family use, the density and intensity (height) has not been provided. In total, the Legends’s Ranch Master Concept Plan contemplates the following: USE INTENSITY Single Family Lots # Width 1,619 70 878 671 60’ 50’ 40’ Retail/Commercial 37 Acres Multifamily 28 Acres The Petition (Section IX) establishes the ultimate cost of the proposed “public” improvements (water, storm and sanitary sewer facilities and services, and roads) to be approximately $54,693,800. Compliance with Interim MUD Policy Staff has been in contact with the petitioner and their counsel regarding compliance with the Interim MUD Policy including the possibility of voluntarily annexing into the City and possibly using a Public Improvement District (PID) to finance the public improvements in lieu of a MUD. While the petitioner had some initial concerns in complying with the City’s existing PID Policy, staff had asked them to prepare a bullet point list, of preliminary term sheet to review and provide to City Council for consideration. As of close of business Thursday May 7, 2020, staff has not received any further communication. Staff Findings 1. The Petition does not appear to be signed by the property owner. a. The Petitioner, by “undersigned” signature is Mr. Leonard S. Zak, Manager of Legends Ranch, LLC. b. Section IV of the Petition states that Legend Ranch, LLC “constitutes the majority of the holders of title to the lands in the proposed District, as shown by the tax rolls and conveyances of record since the date or preparation of said county tax rolls.” c. The Denton County Appraisal District on May 7, 2020 identifies the owner of the land as WISE ASSET 1 LTD. The Certificate of Limited Partnership does not include the Petitioner. 2. The Petition does not comply with the Interim MUD Policy. a. As stated above, Staff has been in contact with the petitioner and their counsel regarding compliance with the Interim MUD Policy including the possibility of voluntarily annexing into the City and possibly using a Public Improvement District (PID) to finance the public improvements in lieu of a MUD. b. The Petition makes several statements as to why the MUD is necessary, however the Petitioner has not provided any supporting material, studies, or financial analysis supporting their statements. The Interim MUD Policy was established for this reason. 3. The creation of the Legends Ranch MUD will affect the City’s ability to implement the City’s Comprehensive Plan. a. Texas Local Government Code, Chapter 213 Municipal Comprehensive Plans was created by the Texas legislature in 1997 for “the purpose of promoting sound development of municipalities and promoting public health, safety, and welfare.” b. This land proposed as the Legends Ranch MUD has a Future Land Use designation of Rural. The Master Concept Plan, as presented, is inconsistent with the Rural Future Land Use designation. c. In Section VII the Petitioner states that the MUD is within an area “which will experience a substantial and sustained residential growth within the foreseeable future” however, the City’s Comprehensive Plan designates this area as Rural. 4. The Petitioner is requesting consent to allow substandard road types for a development creating a higher number of vehicle trips AND the ability to create a Turnpike. a. The Petitioner seeks to construct gravel or macadamized roads that are adequate for low- volume roads (400 or less average daily trips). b. The 1,619 single family homes, based on the Institute of Traffic Engineers (ITE) Trip Generation Manual, 10th Edition will generate 15,283 average daily trips which will necessitate roadway construction to be concrete or bituminous pavement. It should be further noted, that the average daily trips will be much higher once the number of multifamily units and commercial uses/square footage is determined). c. Without continued maintenance of these types of roads, given the number of trips generated, could result in delays for emergency response times. 5. The Petitioner is requesting to create a separate water utility within the City’s CCN. a. The Petitioner is requesting to establish their own standards that provide no guarantee they will be equal or greater than the City’s minimum standards for size of water lines, which could have a negative effect on fire flow. b. The Petitioner is requesting the ability to construction, install, maintain, purchase, and operate additional facilities, systems, and plants and enterprises. Options City Council may consent, consent with conditions, or refuse to request. If Council refuses to grant consent within 90 days (by May 14, 2020) after receipt of a petition, the state statute provides for a 120-day period for negotiation of a contract for City water and sewer service to the proposed development. If a contract for service is not executed within the next 120 days, the applicant is authorized to initiate proceedings with TCEQ to create a MUD. TCEQ shall allow creation of the MUD upon finding that: • the municipality either does not have the reasonable ability to serve; or • has failed to make a legally binding commitment with sufficient funds available to provide water and wastewater service adequate to serve the proposed development at a reasonable cost to the landowner. RECOMMENDATION Based upon the five (5) findings identified above, Staff recommends City Council refuse consenting to the creation of the Legends Ranch Municipal Utility District of Denton County. PRIOR ACTION Date Council, Board, Commission Request Action April 30, 2020 City Council Work Session Policy Direction Proceed with formal consideration for May 5, 2020 May 5, 2020 City Council Interim MUD Policy Approved EXHIBITS 1. Agenda Information Sheet 2. Draft Resolution 3. Resolution Exhibit A – Map of ETJ 4. Resolution Exhibit B - Petition for Consent 5. Resolution Exhibit C – Conceptual Master Plan Respectfully submitted: Richard D. Cannone, AICP Deputy Director/Planning Director Legends RanchAerial Map Date: 5/8/2020 The City of Denton has prepared maps for departmental use. These are not official maps of the City of Denton and should not be used for legal, engineering or surveying purposes but rather for reference purposes. These maps are the property of the City ofDenton and have been made available to the public based on the Public Information Act. The City of Denton makes every effort to produce and publish the most current and accurate information possible. No warranties, expressed or implied, are providedfor the data herein, its use, or its interpretation. Utilization of this map indicates understanding and acceptance of this statement. W UNIVERSITYDR JACKSON RD GOLDENHOOFDR THOMASJEGANR DFM 156 NNAIL RD HILLVIEW DRRADECKE RD³±156 £¤380 µ0 500 1,000250FeetBoundary City Limits City Proper ETJ Division 1 ETJ Division 2 April 18, 2020CONCEPT PLANDENTON COUNTY, TEXASBEING A 567.989 ACRE TRACT OF LANDAmenityCenter6.88 Ac.TOTAL LOTS - 1619GasWellMulti-Family14.3 Ac.J a c k s o n R o a dOPEN SPACE (O.S.)TYPICAL LOT 60'x 120' - 70 LOTSTYPICAL LOT 40'x 120' - 671 LOTSTYPICAL LOT 50'x 120' - 878 LOTSEXISTING WELL SITESTommy Cansler - President3930 Glade Rd. Suite 108-322Colleyville, Texas 76034469.688.8224 | 111tcci@att.net40's50's40's50's40'sComm/Retail5.10 Ac.Comm/Retail16.5 Ac.Open SpaceOpen Space99.10 Ac.63.27 Ac.o.s.o.s. 6 0' 6 0 '100' 8 0'5 0'5 0'5 0'7 0'5 0'5 0'5 0'5 0'5 0'5 0'5 0'5 0' 5 0'GasWellJ a c k s o n R o a dN a i l R o a dG. C. & S. F. R. R. U. S. Hwy. 3 8 0T h o m a s J. E g a n R d.NScale: 1" = 300'01503003005 0'Multi-Family14.3 Ac.Comm/Retail9.40 Ac.300'N a i l R o a d Hike/BikeTrail Hike/BikeTrailEx. Road Pvmt.Ex. Road Pvmt.Radecke Rd. Ex. Road Pvmt. Ex. Road Pvmt.Ex. Road Pvmt. Hillview Dr.Ex. Road Pvmt.Ex. Road Pvmt.Approx. City Limit LineCity of DentonApprox. City Li m i t L i n e City of Denton 50's60'sComm/Retail6.0 Ac.6 0'6 0'6 0' 6 0'5 0'60's50'so.s.o.s.o.s.o.s.o.s.5 0' 5 0'5 0'5 0'5 0'5 0'5 0'5 0'5 0'5 0'5 0'5 0'5 0'5 0'5 0' egends anch l r by TCCI Land Development(278)(277)(116)o.s.o.s.o.s.436' 280'