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2020-08-25 Agenda with Backup
City Council City of Denton Meeting Agenda City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Council Work Session Room1:00 PMTuesday, August 25, 2020 WORK SESSION BEGINS AT 1:00 P.M. IN THE WORK SESSION ROOM CLOSED MEETING WILL BEGIN IMMEDIATELY FOLLOWING THE WORK SESSION CITY COUNCIL CONSIDERATION OF THE CONSENT AGENDA AND ITEMS FOR INDIVIDUAL CONSIDERATION WILL BEGIN IMMEDIATELY FOLLOWING THE WORK SESSION IN THE COUNCIL 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 work session, closed meeting, 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 August 25, 2020 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 August 21, 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 9/9/2020 1 August 25, 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 Work Session on Tuesday, August 25, 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 on the Council-directed milestones at the Green Tree Estates subdivision. ID 20-1528A. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Presentation Attachments: Receive a report, hold a discussion, and give staff direction regarding an update to the City of Denton’s COVID-19 response. ID 20-1207B. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Presentation Attachments: Receive a report, hold a discussion, and give staff direction regarding the Energy Management Organization Financial Review conducted by Deloitte. ID 20-1585C. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Presentation Attachments: Receive a report, hold a discussion, and give staff direction regarding a request by ID 20-1667D. Page 2 Printed on 9/9/2020 2 August 25, 2020City Council Meeting Agenda Historic Denton Inc. to be delegated as a 3rd party administrator on behalf of the City Denton to apply to the Texas Historic Commission for a Certified Local Government (CLG) grant to conduct a historical survey of the North Texas State Normal Neighborhood for nomination as a National Historic District. Exhibit 1- Agenda Information Sheet Exhibit 2 - CLG Grant Application Exhibit 3- Letter of Intent Exhibit 4 - Presentation Attachments: Receive a report, hold a discussion and give staff direction regarding whether Denton City streets should be allowed as a medium for messages to be placed by citizens upon request via the City’s Special Events Ordinance or other City ordinance, and whether any ordinance revisions should be made to regulate this activity. ID 20-1680E. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Street Marking Presentation Attachments: Receive a report, hold a discussion, and give staff direction on pending City Council requests for: 1.Discussing the possibility of closing the square to vehicular traffic Friday evenings through Sunday evenings for the duration of the emergency order. 2.Using the Tree Fund to plant 100 or more oak trees in the IOOF Cemetery. 3.Naming the new senior center in Southeast Denton the “Betty Kimble Senior Center.” 4.Repealing City ordinances that experts, advocacy groups, and my homeless constituents both say criminalize homelessness. The public interest in law enforcement reform and civil liberties. ID 20-1051F. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance 19-2026 - City Council Request Process Exhibit 3 - Naming Policy Resolution Exhibit 4 - Presentation Attachments: Following the completion of the Work Session, the City Council will convene in a Closed Meeting to consider specific item(s) when these item(s) are listed below under the Closed Meeting section of this agenda. The City Council reserves the right to adjourn into a Closed Meeting on any item on its Open Meeting agenda consistent with Chapter 551 of the Texas Government Code, as amended, or as otherwise allowed by law. 1. Closed Meeting: Consultation with Attorneys - Under Texas Government Code Section 551.071. Consult with the City’s attorneys on the legal status, expenses, strategy and options for resolution of litigation in Cause No. DC-17-08139, styled “Michael Grim and Jim Maynard v. City of Denton, Texas” pending in the 68th Judicial District Court, Dallas County, Texas; where public discussion of these legal matters would conflict with the duty of the City’s attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or otherwise compromise the City’s legal position in pending litigation. ID 20-1530A. Page 3 Printed on 9/9/2020 3 August 25, 2020City Council Meeting Agenda Deliberate regarding Real Property - Under Texas Government Code Section 551.072; Consultation with Attorneys - Under Texas Government Code Section 551.071. Discuss, deliberate, receive information from staff, and provide staff with direction pertaining to the potential purchase of real property located southeast of the corner of Thomas J. Egan Rd. and Jim Christal Rd. in Denton, Denton County, Texas (“Property”), where the deliberation of same in an open meeting would have a detrimental effect on the position of the governmental body in negotiations with a third person or potential litigation. Consultation with the City’s attorneys regarding legal issues associated with potential claims against the City associated with the Property, where a public discussion of these legal matters would conflict with the duty of the City’s attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City’s legal position in negotiations or potential litigation. ID 20-1533B. Deliberations Regarding Real Property - Under Texas Government Code, Section 551.072; Consultation with Attorneys - Under Texas Government Code, Section 551.071. Discuss, deliberate, and receive information from staff and provide staff with direction pertaining to the potential purchase of real property interests located within the City of Denton, Denton County, Texas, generally located in the Rayzor Ranch East, E. Morris, MRP & PRR, M. Austin, M. Forrest, W. Durham, J. Douthitt, H.B. Williams, G. Walker, N. Britton, WM Roark, BBB & CRR, J.W. Withers, A. Hickman, Home Acres Addn, J.L. Harris, MEP & PRR, J. Rogers, Hickory Lake, N.H. Meisenheimer, North Lakes Fire Station Addn, Denton County Law Enforcement Center, and M. Rogers surveys. The potential purchases are related to the City’s park and tree preservation initiatives. Consultation with the City’s attorneys regarding legal issues associated with the potential acquisition of the real property interests described above where a public discussion of these legal matters would conflict with the duty of the City’s attorneys to the City of Denton and the Denton City Council under the Texas Rules of Professional Conduct of the State Bar of Texas. ID 20-1552C. Consultation with Attorneys - Under Texas Government Code Section 551.071. Consultation, discussion, deliberation, and receipt of information from the City’s attorneys involving legal matters relating to the use of Denton City streets as a medium for messages to be placed by citizens upon request via the City’s Special Events Ordinance or other City Ordinance, 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. ID 20-1693D. Page 4 Printed on 9/9/2020 4 August 25, 2020City Council Meeting Agenda Any final action, decision, or vote on a matter deliberated in a Closed Meeting will only be taken in an Open Meeting that is held in compliance with Texas Government Code, Chapter 551, except to the extent such final decision, or vote is taken in the Closed Meeting in accordance with the provisions of Section 551.086 of the Texas Government Code (the ‘Public Power Exception’). The City Council reserves the right to adjourn into a Closed Meeting or Executive Session as authorized by Texas Government Code, Section 551.001, et seq. (The Texas Open Meetings Act) on any item on its open meeting agenda or to reconvene in a continuation of the Closed Meeting on the Closed Meeting items noted above, in accordance with the Texas Open Meetings Act, including, without limitation Sections 551.071-551.086 of the Texas Open Meetings Act. NOTE: Any item for which a formal action at the Special Called Meeting has been taken by Council may be subject to a request for a motion for reconsideration at any time during the meeting, at the Concluding Items Section, or after the meeting. In order to comply with the Texas Open Meetings Act, a request for a motion for reconsideration made during, at the end of, or after a Council meeting will be placed on the agenda and considered at the next official meeting of the City Council. Following the completion of the Closed Meeting, the City Council will convene in a Special Called Meeting to consider the following items: 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 – I). This listing is provided on the Consent Agenda to allow Council Members to discuss or withdraw an item prior to approval of the Consent Agenda. If no items are pulled, the Consent Agenda Items will be approved with one motion. If items are pulled for separate discussion, they may be considered as the first items following approval of the Consent Agenda. Consider adoption of an ordinance of the City of Denton, Texas approving a second amendment to an economic development agreement with Buc-ee’s, Ltd., to clarify the term of the agreement; and providing an effective date. ID 20-1441A. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance and Second Amendment to Agreement Attachments: Consider adoption of an ordinance of the City of Denton authorizing expenditure of funds in the amount of $234,357.00 to the Texas Department of Transportation (TxDOT), in addition to the previously authorized amount of $32,915.00, for the improvement of traffic signals and pedestrian facilities at the intersections of E. McKinney Street at Woodrow Lane and E. McKinney Street at Mockingbird Lane; and providing an effective date. ID 20-1529B. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Proposed 2018 Denton HSIP Project Locations Exhibit 3 - Ordinance with Attachment Exhibit 4 - McKinney HSIP Photos Exhibit 5 - Final AFA 0918-46-310 Denton Attachments: Page 5 Printed on 9/9/2020 5 August 25, 2020City Council Meeting Agenda Consider adoption of an ordinance of the City of Denton authorizing the removal of a construction zone speed limit on Interstate 35E and returning the speed limit to the prima facie speed of 70 miles per hour; providing a replealer clause; providing a penalty clause; providing for publication; and declaring an effective date. ID 20-1537C. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance Attachments: Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract with Pure Technologies U.S. Inc., to provide a condition assessment of the City’s 27-inch diameter Lake Lewisville raw water line; providing for the expenditure of funds therefor; and providing an effective date (RFP 7347 - awarded to Pure Technologies U.S., Inc., in the not-to-exceed amount of $612,000). The Public Utilities Board recommends approval (4 - 0). ID 20-1571D. 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 Aliron International, Inc., for Section A - N95 face masks, for various City departments; providing for the expenditure of funds therefor; and providing an effective date (IFBBV 7403 - awarded to Aliron International, 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 $150,000). ID 20-1572E. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Bid Tabulation 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 Catalyst PR, Inc., for the procurement of Face Masks, for Section B - KN95 Face Masks, Section C - Disposable Surgical Face Masks, and Section D - Reusable Cloth Face Masks for various City departments; providing for the expenditure of funds therefor; and providing an effective date (IFBBV 7403 - awarded to Catalyst PR, Inc., in the 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 $125,000). ID 20-1573F. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Bid Tabulation 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 Security 2 Standard, LLC, for the procurement of Dedicated Security Officer Services for the City of Denton; providing for the expenditure of funds therefor; and providing an effective date (RFP ID 20-1655G. Page 6 Printed on 9/9/2020 6 August 25, 2020City Council Meeting Agenda 7411 - awarded to Security 2 Standard, LLC, for one (1) year, with the option for two (2) additional one (1) year extensions, in the total three (3) year not-to-exceed amount of $350,000). Exhibit 1 - Agenda Information Sheet Exhibit 2 - Evaluation Exhibit 3 - LLC Members Exhibit 4 - Ordinance and Contract Attachments: Consider approval of the minutes of August 11, 2020.ID 20-1576H. Exhibit 1 - August 11, 2020 MinutesAttachments: Consider adoption of an ordinance of the City of Denton, Texas establishing a rate schedule for electric vehicle charging rate (“Schedule EVCR”); and, providing for an effective date. ID 20-1682I. Exhibit 1 - Agenda Information Sheet Exhibit 2 - EVCR Ordinance Attachments: 2. ITEMS FOR INDIVIDUAL CONSIDERATION Conduct the second of two readings and consider adoption of an ordinance of the City of Denton, Texas annexing approximately 140.607 acres of land generally located on both sides of Vintage Boulevard and west of Fort Worth Drive to the City of Denton, Denton County, Texas; providing for a correction to the city map to include the annexed land; and provide for a savings clause and an effective date. (A20-0002, Burch Tract, Ron Menguita) A20-0002cA. Exhibit 1 - Agenda Information Sheet_ Second Reading Exhibit 2 - Site Location Map Exhibit 3 - Future Land Use Map Exhibit 4 - Current Zoning Map Exhibit 5 - Fiscal Impact Analysis Exhibit 6 - Draft Annexation Ordinance Exhibit 7 - Ordinance Exhibit A - Legal Description Exhibit 8 - Ordinance Exhibit B - Location Map Exhibit 9 - Ordinance Exhibit C - Municipal Services Agreement Exhibit 10 - Presentation_Second Reading Attachments: Consider a motion to reconsider the August 18, 2020, postponement of regular agenda item 6C regarding the Alternative Environmental Sensitive Area (AESA) Plan (AESA20-0003c) for approximately 213.9-acres of land generally located north of the 3500-3600 block of Roselawn Drive and the east side of the Kansas City Southern Railroad tracks in the City of Denton, Denton County, Texas; adopting an amendment to the City’s official Environmentally Sensitive Areas map; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing a severability clause and AESA20-000 4c B. Page 7 Printed on 9/9/2020 7 August 25, 2020City Council Meeting Agenda an effective date. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Applicants request for reconsideration Exhibit 3 - Councilmember Davis’ request for scheduling the reconsideration. Attachments: Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation approving a Bill of Sale and Assumption Agreement with Denton Power, LLC, a Michigan Limited Liability Company, in the amount of $2,750,000 plus an adjustment for August 2020 energy deliveries not to exceed $150,000, for the purchase of Denton Power’s Landfill Gas Electric Generation Facility and its assets, the assumption of contracts related to the same, and satisfaction of the City’s remaining obligations under the contracts being assumed; providing for the expenditure of funds; and providing an effective date. ID 20-1418C. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Bill of Sale and Assumption Agreement Exhibit 3 - Presentation Exhibit 4 - Ordinance Exhibit 5 - Supplemental Environmental AIS Information Exhibit 6 - TX SOS Verify Attachments: 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 to September 30, 2020; superseding and replacing the Eighth Order of Council of the City of Denton issued July 28, 2020 approved by Ordinance No. 20-1423 to provide additional requirements and guidance; confirming the expenditure of funds and authorizing the expenditure of additional funds; providing a repealer clause; and providing an effective date. ID 20-1597D. Exhibit 1 - Agenda Information Sheet 08 25 20 Exhibit 2 - Current Ordinance 20-1423 & Order (Adopted July 28, 2020) Exhibit 3 - Presentation Exhibit 4 - Draft Ordinance and Order for Consideration (Redline) Exhibit 5 - Draft Ordinance and Order for Consideration (Clean) Attachments: Consider nominations/appointments to the City’s Boards, Commissions, and Committees: Committee on Persons with Disabilities. ID 20-1678E. Exhibit 1 - Agenda Information Sheet B&C - 08-25-2020 Exhibit 2 - Nominations 08-25-2020 Attachments: 3. CONCLUDING ITEMS Page 8 Printed on 9/9/2020 8 August 25, 2020City Council Meeting Agenda A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City Council or the public with specific factual information or recitation of policy, or accept a proposal to place the matter on the agenda for an upcoming meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide reports about items of community interest regarding which no action will be taken, to include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; or an announcement involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. B. Possible Continuation of Closed Meeting topics, above posted. C E R T I F I C A T E I certify that the above notice of meeting was posted on the bulletin board at the City Hall of the City of Denton, Texas, on the 21st day of August, 2020 at 4:20 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 9 Printed on 9/9/2020 9 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-1528,Version:1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction regarding an update on the Council-directed milestones at the Green Tree Estates subdivision. City of Denton Printed on 8/21/2020Page 1 of 1 powered by Legistar™10 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office CM/ DCM/ ACM: Sara Hensley, Deputy City Manager DATE: August 25, 2020 SUBJECT Receive a report, hold a discussion, and give staff direction regarding an update on the Council-directed milestones at the Green Tree Estates subdivision. 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 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 City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 11 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. Extension of Declaration of Disaster On May 12, 2020, the City Council extended the declaration of local disaster for Green Tree Estates through July 31, 2020. In addition to the continued temporary provision of non-potable water, City Council also agreed that it would waive the $9,204 cost of the main line extension to the Green Tree Estates boundary, provided: • After May 5, no new customers in GTE can establish water service with the City; and • 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. Additionally, the council provided staff direction to: • Complete Customer Service Inspections for Green Tree Estates properties by June 12; • Require the head of household of each Green Tree Estates residence establish a City utility account in their name by June 12; 12 • Report to the City Council on the progress made by property owners for connecting to the City’s water system on July 14; and • All water meters which will serve Green Tree Estates customers will be installed by July 17. On July 31, 2020, at 11:59 p.m., the emergency declaration and temporary water service ceases at Green Tree Estates. July 21 Work Session Direction and July 28 Declaration of Disaster Extension At the July 21, 2020 Work Session, the Council discussed a request by neighborhood representatives and their plumber for a one-month extension of the declaration of disaster. This extension would allow additional time for those property owners who have paid tap, meter, and impact fees to complete their private connections to the meter. Council provided direction at this meeting to bring forward an agenda item on July 28, 2020 to consider this extension. The Declaration of Disaster was extended through August 31, 2020 by the City Council on that date. Current Status In the early spring of 2020, City staff began enforcement proceedings against unoccupied, substandard structures in the neighborhood. As of August 25, 13 structures have received permits for demolition with 10 structures having been demolished. As of August 21, seven property owners have paid their tap, meter and impact fees. While this number may continue to increase, these payments allowed the City to extend the water main (located on Evening Wind Road) to the boundary of the Green Tree Estates neighborhood and set meters for these customers. With the expiration of this declaration of disaster, temporary water service will cease after August 31, 2020. Below is a graph of the status of each property: Address Owner Occupied? Named Account? Voluntary Courtesy Insp.? Date Meter Permit Number Impact, Tap and Meter Fee Paid 4010 Hilltop No Yes Yes 6/18/2020 2006-0441 $6,938.00 4003 Hilltop No No No 4011 Hilltop Yes Yes Yes 6/8/2020 2006-0264 $6,938.00 4015 Hilltop No No No 4002 Hickory No Yes No 7/10/2020 2006-0256 $6,938.00 4008 Hickory Yes Yes Yes 7/30/3030 2007-0758 $6,938.00 4016 Hickory Yes No Yes 4009 Hickory Yes No No 6502 Willow No No No 6514 Willow No No No 6509 Willow - A Yes Yes Yes 6509 Willow - B No Yes Yes 6/10/2020 2006-0263 $6,938.00 4007 Meadow No No No 4055 Ash Yes Yes Yes 6/8/2020 2006-0265 $6,938.00 4119 Ridge Lane Yes Yes Yes 6/22/2020 2006-0444 $6,938.00 Next Steps Going forward, the City of Denton will provide ongoing services to properties that are connected to and hold an account with the City. Account holders will be billed monthly or may utilize pay-as-you-go services from the 13 City. Additionally, account holders will have access to solid waste and recycling services with collection occurring in the City right of way at the entrance to the Green Tree Estates neighborhood adjacent to Swisher Road. The City will also address any substandard structures within the Green Tree Estates neighborhood. This includes structures that are not inhabited, but pose a risk to the health, safety, or welfare of the public. Additionally, any structures that are occupied, but not connected to an approved water source, will be required to come into conformance with state and local regulations. If a building is determined to be substandard, the City will issue a notification that includes a timeframe to come into compliance. If no compliance is achieved (i.e. the residence continues to be occupied without a connection to an approved water source) a hearing with the Health and Buildings Standards Commission (HABSCO) will be scheduled. Ultimately, the Commission will make a final determination on the structure. The full enforcement process, including HABSCO hearings and subsequent steps to achieve compliance, could last from six to nine months. FISCAL INFORMATION As of August 19, 2020, a total of $69,194 of the $100,000 authorized by the City Council has been expended. 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 May 12, 2020 – Extension of Declaration of Disaster June 16, 2020 – Council Work Session Update July 21, 2020 – Council Work Session Update July 28, 2020 – Extension of Declaration of Disaster EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Presentation Respectfully submitted: Ryan Adams Director of Customer Service and Public Affairs 14 Green Tree Estates Update August 25, 2020 ID 20-1528 15 Current Status •On July 28, the City extended the Declaration of Disaster to Aug. 31, 2020 •Temporary water service ends on Sept. 1, 2020 •Seven (7) properties have paid fees to connect; one (1) has connected •It is staff’s understanding that residents are working to establish private easements •City does not anticipate any additional properties paying fees in the near future •Estimated expenditures as of August 19, 2020: $69,194 ID 20-1528 16 Ongoing Services to Connected Properties •Expiration of the declaration of disaster does not preclude residents from connecting to the City water system if they meet all requirements •Water Service •Standard water accounts will be created •Residents will be billed monthly or may utilize pay-as-you-go •Solid Waste and Recycling •Connected residents will be provided solid waste and recycling carts •Residents will place carts in the right of way adjacent to Swisher on collection day ID 20-1528 17 Occupied Properties With No Connection •Occupied structures must have connection to an approved water source •Structures with no connection to City may be deemed substandard •Addressing substandard properties: •Issue notification of noncompliance with timeline for correction •If noncompliance continues, begin HABSCO process •Full process to address noncompliance may last from 6-9 months ID 20-1528 18 Going Forward •Temporary water provision to end after Monday, Aug. 31, 2020 •Residents may keep water containers provided by City •Unconnected properties may connect at any time •City will provide water and solid waste services to connected properties •City will address, through the appropriate process, substandard structures •Unoccupied structures that pose a risk to the public •Occupied structures that do not have a connection to an approved water source ID 20-1528 19 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-1207,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 8/21/2020Page 1 of 1 powered by Legistar™20 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office CM/ DCM/ ACM: Todd Hileman DATE: August 25, 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 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. 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, May 5, May 12, May 19, May 29, June 9, June 16, June 23, June 30, July 21, August 4, and August 18. 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) July 28 – Council approved a New Eighth Order (Ordinance #20-1423) June 30 – On June 26, Council approved a New Seventh Order (Ordinance #20-1255) June 23 – Council extended the Declaration of Disaster (Ordinance #20-1199) May 29 – Council extended the Declaration of Disaster and Approved a New Order 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 City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 21 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 March 13 – Mayoral Declaration of Local Disaster and Order EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Presentation Respectfully submitted: Sarah Kuechler Chief of Staff 22 Work SessionUpdate on COVID-19 ResponseAugust 25, 20201Tuesday, August 25, 202023 Background2•Staff provided updates on the City’s response to COVID-19 during 18 prior work sessions •March 17, March 20, March 31, April 6, April 21, April 30, May 5, May 12, May 19, May 29, June 9, June 16, June 23, June 26, June 30, July 21, August 4, and August 18•Local Disaster Declarations and Orders for Public Health Emergency in effect through August 31, 2020•On June 23, Council extended the current disaster declaration (Ordinance #20-1199)•On July 28, Council approved an 8thOrder (Ordinance #20-1423)Tuesday, August 25, 202024 Overview of Updates1. Local Disaster Declaration and Order3Tuesday, August 25, 202025 1. Local Disaster Declaration and Order426 City of Denton Declaration and Order•Current Disaster Declaration, by Ordinance #20-1199, is effective until 11:59 p.m. on August 31, 2020•Current Order, by Ordinance #20-1423, is effective until 11:59 p.m. on August 31, 2020•Staff is seeking Council consideration for extension of the local disaster declaration and order5Tuesday, August 25, 202027 City of Denton Declaration and Order•Among other things, the Order of Council:•Provides reference to gubernatorial orders•Requires all commercial and non-profit entities providing goods or services directly to the public to have a health and safety policy requiring face coverings•Provides authority to the City Manager, to take actions to respond to the disaster such as apply for state or federal assistance, accept supplies or grants on behalf the City, terminate or suspend events, or adopt procedures and directives related to personnel or altering operations of facilities or services of the City•Provides authority to the City Manager to expend funds from the general fund reserve balance•Provides flexibility to schedule meetings for City Committee, Commission, and Board meetings•Postpones all non-essential in-person court proceedings in the Municipal Court No. 1 6Tuesday, August 25, 202028 Proposed Ordinance and Order•Staff has drafted a proposed ordinance and order for Council consideration as Individual Consideration Item #20-1597 to:•Extend the local disaster declaration through September 30, 2020•Supersede and replace the Eighth Order of Council with a Ninth Order of Council with two changes:1. Extend the timeframe•Proposed Ninth Order would take effect at 11:59 p.m. on August 31, 2020 and continue through 11:59 p.m. on September 30, 20202. Increase the total spending authority for the City Manager •Increase the total spending authority for the emergency response to $2,050,000; please note that this includes identified facility improvements (cost of about $900,000)•See next slide for more detail•Seeking direction if there are any other potential changes requested by City Council7Tuesday, August 25, 202029 COVID‐19 Emergency Expenses$861,080Spent$861,080Spent$132,996Encumbered$132,996Encumbered $100,000 $200,000 $300,000 $400,000 $500,000 $600,000 $700,000 $800,000 $900,000 $1,000,000 $1,100,000Major Expenses/Contracts$994,076 of $1,150,000 Allocation Spent or Encumbered* Including United Way Assistance and Interfaith Ministries Funding $994,076Spent & Encumbered$994,076Spent & EncumberedMedical, Protective Services $ 152,231 Disinfection $ 93,269Homelessness Care $ 361,030United Way $ 158,641Utility Assistance Program $ 50,000 Facility Improvements $ -Other Materials/Supplies $ 45,909*Includes no-touch thermometers**Includes hotel rooms for quarantine***Includes public outreach and facility closure materials30 COVID‐19 Estimated Expenses (cont.)Facility City Hall $ 62,945City Hall East $ 108,930Denia Recreation Center $ 24,672Development Services $ 182,905Emily Fowler Library $ 37,137 MLK Rec Center $ 35,183North Branch Library $ 28,329North Lakes Recreation Center $ 24,092Police Dept. Training $ 32,456South Branch Library $ 23,649Service Center $ 24,541SVC $ 165,550Multi Building $ 2,304Cost$752,693Preliminary Cost$752,693Preliminary Cost$147,307Contingency$147,307Contingency$900,000Total Cost$900,000Total CostBuilding enhancements include the following: touch free faucets, and hand dryers, doors, hand sanitizer dispensers, sneeze guards, etc. 31 COVID‐19 Emergency Expense Summary COVID Expenditure Authority * Expenses will be reimbursed from CRF funds, FEMA Reimbursement or other identified grants.Current Appropriation Authority $1,150,000 Estimated Facility Expenses $900,000Proposed Appropriation Authority $2,050,000•Currently, the City Council has approved $1,150,000 in non‐personnel related expenses•Staff is requesting a $900,000 increase in expenditure authority for facility improvements32 Questions?11Tuesday, August 25, 202033 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-1585,Version:1 Receive a report, hold a discussion, and give staff direction regarding the Energy Management Organization Financial Review conducted by Deloitte. City of Denton Printed on 8/21/2020Page 1 of 1 powered by Legistar™34 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Denton Municipal Electric CM/ DCM/ ACM: Antonio Puente, Jr., Executive Manager of Utilities DATE: August 25, 2020 SUBJECT Receive a report, hold a discussion, and give staff direction regarding the Energy Management Organization Financial Review conducted by Deloitte. BACKGROUND In 2014, Denton Municipal Electric (“DME”) created an in-house division called the Energy Management Organization (EMO) to manage the utility’s electric supply portfolio as well as to interface with the Electric Reliability Council of Texas (“ERCOT”) to perform all required scheduling, regulatory, and settlement activities. A major goal of implementing the EMO was to achieve cost savings compared to outsourcing the function to a third party, as had been done previously. In order to perform an independent assessment of the estimated savings and model, staff contracted with Deloitte and Touche, LLC (“Deloitte”) to assess and analyze the reported savings of the EMO division. Deloitte, an independent audit and consulting firm, was selected based upon the depth of their team and experience with audit functions, the energy industry, and ERCOT regulations. The scope of work included a retrospective assessment to 1) assess the model used by DME including data inputs, exclusions, and assumptions, and 2) assess the accuracy and completeness of the final FY2017 and FY2018 savings calculations performed by DME through independent data collection and re-calculation. The model utilized a DME developed methodology and assumption set that compares the costs of EMO’s functions, to the energy management service costs of a generic contractor executing the same functions. Resulting savings, if any, are then calculated. Deloitte examined the methodology for soundness and reasonableness and upon validation utilized the model to derive a cost savings estimate for FY2017 and FY2018. Additionally, Deloitte was engaged to review progress made to date by DME as it relates to a number of recommendations Deloitte had previously provided in an assessment of DME’s risk oversight and reporting capabilities. Stephen Engler, Managing Director of Energy & Resources, plans to present the report and findings to the Public Utilities Board on Monday, August 24th and to the City Council on August 25th. PRIOR ACTION This report was presented to the DME Risk Management Committee on July 31, 2020. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 35 EXHIBITS 1. Exhibit 1- Agenda Information Sheet 2. Exhibit 2- Presentation Respectfully submitted: Smith Day Manager, Regulatory & Risk Div. 36 8/20/2020 1 City of Denton - Denton Municipal Electric (“DME”) Assessment and Calculation of the FY18 benchmark and Recommendation Status Review August 2020 This presentation is intended solely for the information and internal use of the City of Denton and is not intended to be andshould not be used by any other person or entity. No other person or entity is entitled to rely, in any manner, or for any purpose, on this presentation. ID 20-1585 2This presentation is intended solely for the information and internal use of the City of Denton and should not be used or relied upon by any other person or entity. City of Denton – DME Energy Management Organization We are pleased to provide the attached presentation with respect to the FY 18 benchmark analysis services and the riskmanagement recommendation implementation status review performed in accordance with our statement of work datedOctober 10, 2017 by Deloitte & Touche LLP, as requested by the City of Denton (“the Owner”). Our services included advice and recommendations, but all decisions in connection with the implementation of such adviceand recommendations shall be the responsibility of, and made by, the Owner. Our services and deliverables are solely for the Owner's benefit, and are not intended to be relied upon by any person orentity other than the Owner. The Owner should not disclose the services or deliverables, or refer to the services ordeliverables, except as specifically set forth in the statement of work. Our services were performed in accordance with the Statement on Standards for Consulting Services issued by theAmerican Institute of Certified Public Accountants (AICPA) and did not constitute an engagement to provide audit,compilation, review, or attestation services as described in the pronouncements on professional standards issued by theAICPA, the Public Company Accounting Oversight Board, or other regulatory body and, therefore, we did not express anopinion or any other form of assurance with respect to our services. We did not provide any legal advice regarding our services, nor did we provide any assurance regarding the outcome ofany future audit or regulatory examination or other regulatory action. The responsibility for all legal issues with respect tothese matters, such as reviewing all deliverable[s] and work product[s] for any legal implications to the Owner, will be theOwner’s. It is further understood that management is responsible for, among other things, identifying and ensuringcompliance with laws and regulations applicable to the Owner’s activities. We look forward to continuing to work with you on this engagement. Please do not hesitate to contact Steve Englerdirectly at 973-602-5206 or sengler@deloitte.com if you need additional information or clarification about any aspect ofthis presentation. ID 20-1585 37 8/20/2020 2 3This presentation is intended solely for the information and internal use of the City of Denton and should not be used or relied upon by any other person or entity. What we were asked to do •Perform the FY 18 benchmark analysis using the same methodology as used to perform the FY17 analysis •Review DME’s progress in implementing the risk management program recommendations provided as part of D&T’s prior risk assessment ID 20-1585 Copyright © 2017 Deloitte Development LLC. All rights reserved. 4 FY 2018 Benchmark Analysis Approach & Results ID 20-1585 38 8/20/2020 3 5This presentation is intended solely for the information and internal use of the City of Denton and should not be used or relied upon by any other person or entity. Changes to the FY18 benchmark analysis were required •Given the changes to DME’s energy portfolio since the FY17 benchmark analysis was performed, significant changes were required to the original methodology. •With the addition of a significant amount of renewable power coming online via long-term purchase power agreements, the original methodology that focused on the incremental energy required compared to the actual costs was no longer valid. •Additionally, not all actual costs are related to EMO management decisions. For example, the debt service related to TMPA pre-dated the EMO and was an inherited decision. •This created a mismatch between what’s is manageable (by the EMO) and what is not manageable. •It was agreed that the focus of the metric should be on the portion of the energy and costs that were manageable by the EMO and thus costs such as the TMPA debt service should be excluded. •As a result, the benchmark and the actual costs would reflect EMO portfolio decisions, hedge strategy activities and other management actions. •Consistent with the FY17 benchmark analysis, it was decided that the FY18 benchmark would continue to be based on the observable day-ahead ERCOT electricity prices. ID 20-1585 6This presentation is intended solely for the information and internal use of the City of Denton and should not be used or relied upon by any other person or entity. Changes made to the methodology •As a result, the methodology was modified in the following ways: −Phase 1 Analysis: All Costs (minus TMPA debt) ◦All load was valued at the day-ahead market prices plus adders for (ancillary services, QSE costs, etc.). This serves as the benchmark in the analysis ◦Actual costs were calculated consist with the FY17 approach with one exception: the debt portion of the TMPA actual costs were removed ◦Comparison of actual v. benchmark −Phase 2 Analysis: Renewable PPA Evaluation ◦The impact of the renewable PPAs were separated from the actual and benchmark costs and compared on a standalone basis. Forecast volumes were valued at the day-ahead market price ◦Actual costs were calculated and compared to the forecast values −Phase 3 Analysis: All Costs – Renewable PPAs (i.e. the “manageable” portion) ◦The forecasted PPA costs were removed from the all-in load x day-ahead price calculation ◦Actual PPA costs were removed from the actual all-in costs ID 20-1585 39 8/20/2020 4 7This presentation is intended solely for the information and internal use of the City of Denton and should not be used or relied upon by any other person or entity. Deloitte’s Approach •Reviewed actual cost detail, invoices, and data provided by DME •Prepared a summary of total actual costs and reviewed with DME staff •Prepared a summary of benchmark costs and reviewed with DME staff •Met with DME staff to discuss methodology and changes in DME portfolio since the last analysis •Agreed to a methodology to breakout the renewable PPA costs separately to create a “manageable” view •DME prepared new methodology model and provided to Deloitte for review and QC •Deloitte: •Compared the actual cost component to the original analysis performed •Reviewed benchmark calculation and compared to original Deloitte benchmark calculation •Reviewed specific exclusions from the methodology (i.e. TMPA exclusion) •Reviewed the changes to ancillary services, QSE, and other cost adders •Reviewed final calculations and aggregation of costs along the methodology calculation chain ID 20-1585 8This presentation is intended solely for the information and internal use of the City of Denton and should not be used or relied upon by any other person or entity. FY18 Benchmark Analysis Total $s DME Total Portfolio Notes $64,465,213 Portfolio Cost ‐ Metric Cost of Load at DAM plus adder $58,219,569 Portfolio Cost ‐ Actual Total Portfolio Cost to Serve ($6,245,644) Cost / (Benefit) Total $s DME PPA Portfolio Notes $18,874,011 Portfolio Cost ‐ Metric PPA Components @ DAM $24,395,396 Portfolio Cost ‐ Actual PPA Contract plus Congestion $5,521,385 Cost / (Benefit) Total $s DME Incremental Energy Notes $45,591,203 Incr. Energy Cost ‐ Metric Portfolio Metric Cost minus PPA Components $33,824,173 Incr. Energy Cost ‐ Actual Portfolio Actual Cost minus PPA Components ($11,767,029) Cost / (Benefit) Fiscal Year FY 17/18 DME Portfolio Performance vs Day Ahead Metric PPA Portfolio Performance vs Day Ahead Metric Non‐PPA Portfolio Performance vs Day Ahead Metric Deloitte proposed three approaches for estimating EMO savings in its FY 2017 benchmark study. Those cost savings ranged from $2.414 million to $10.33 million depending on the composition of the benchmark. The DA benchmark (one of the FY 2017 approaches, and the approach we are recommending for estimating FY17/18 savings) produced a savings of $2.414 million. ID 20-1585 40 8/20/2020 5 9This presentation is intended solely for the information and internal use of the City of Denton and should not be used or relied upon by any other person or entity. Discussion Items •Congestion Auction Revenue Distribution (“CARD”) (-$1.084 x total load); decreases benchmark cost •Adder on PPA forecast v. day-ahead market prices (~$1.6 million); increases PPA forecast cost •TMPA debt exclusion (~$23 million); decreases actual cost •Risk estimate = $0.50; increases benchmark cost Increases benefit Decreases benefit ID 20-1585 Copyright © 2017 Deloitte Development LLC. All rights reserved. 10 FY 2018 Benchmark Analysis Approach & Results ID 20-1585 41 8/20/2020 6 11This presentation is intended solely for the information and internal use of the City of Denton and should not be used or relied upon by any other person or entity. Deloitte Approach •Using the initial recommendations provided, D&T made a set of data requests for documentation that would be required to assess the status of the recommendation implementation •D&T reviewed the recommendations individually and assessed the completeness of the implementation •In many cases the recommendation was dependent on the implementation and configuration of an ETRM system. In these cases, D&T listed these as “In Progress” and/or “Ongoing” •Where necessary, D&T made follow-up documentation request to validate that the recommendation has been addressed. •D&T reviewed the results of our analysis with the analysis prepared by DME staff and vetted any differences. ID 20-1585 12This presentation is intended solely for the information and internal use of the City of Denton and should not be used or relied upon by any other person or entity. LeadingPrevalentDeveloping Maturity Stages of Trading and Risk Management Capabilities Summary of risk assessment results •High Priority: 1 •Medium Priority: 3 •Low Priority: 4 •High Priority: 1 •Medium Priority: 2 •Low Priority: 0 •High Priority: 2 •Medium Priority: 8 •Low Priority: 15 •High Priority: 12 •Medium Priority: 10 •Low Priority: 2 C F C F C F C F Current State Recommended State Technology People Process Governance Status CIP NR 10 1 1 6 4 0 2 0 0 CIP NR 2 0 0 3 5 0 2 13 0 CIP NR 0 1 0 2 0 0 0 0 0 CIP NR 0 1 0 0 3 0 0 4 0 Recommendations High, medium and low priorities were determined based on D&T’s understanding of common and leading industry practices and our view of the risk mitigation benefits of implementing the recommendation. Legend C = Complete IP = In Progress NR = No Longer Relevant ID 20-1585 42 8/20/2020 7 13This presentation is intended solely for the information and internal use of the City of Denton and should not be used or relied upon by any other person or entity. Summary of Risk Assessment Recommendations •60 total recommendations •27 are complete •32 are In Progress / Ongoing •Mostly related to ETRM •EMO Operating Procedures •Control Framework / Documentation •1 no longer relevant Complete Status Results Microsoft Word Document ID 20-1585 43 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-1667,Version:1 AGENDA CAPTION Receive a report,hold a discussion,and give staff direction regarding a request by Historic Denton Inc.to be delegated as a 3rd party administrator on behalf of the City Denton to apply to the Texas Historic Commission for a Certified Local Government (CLG)grant to conduct a historical survey of the North Texas State Normal Neighborhood for nomination as a National Historic District. City of Denton Printed on 8/21/2020Page 1 of 1 powered by Legistar™44 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Development Services DCM: Sara Hensley DATE: August 25, 2020 SUBJECT Receive a report, hold a discussion, and give staff direction regarding a request by Historic Denton Inc. to be delegated as a 3rd party administrator on behalf of the City Denton to apply to the Texas Historic Commission for a Certified Local Government (CLG) grant to conduct a historical survey of the North Texas State Normal Neighborhood for nomination as a National Historic District. BACKGROUND Historic Denton Inc. has indicated that they would like to apply to the Texas Historic Commission for a Certified Local Government (CLG) grant to conduct a historical survey of the North Texas State Normal Neighborhood in order for that neighborhood to be registered as a National Historic District. Staff would also like to note that a designation as a National Historic District is not a zoning district but having this designation does avail all income producing (not owner-occupied homes) buildings contributing to the National Historic District certain federal and state tax incentives. A copy of the CLG application and requirements is provide as Exhibit 2 Since the City of Denton is a CLG, a local non-profit may apply for this grant directly. As indicated on page 4 of the application: An organization such as a non-CLG city or another unit of local government, a commercial firm, a non-profit entity or educational institution that has administrative capabilities that comply with applicable federal standards and has been delegated as a third-party to administer the grant on behalf of the CLG. The contributed services of the third party to the CLG may be counted toward the matching share requirements of the grant. The third party may apply for the CLG grant directly, in which case, the Historic Preservation Officer or CLG Representative and the Chief Elected Official must sign the application. Historic Denton Inc would need to be delegated as a 3rd party administrator on behalf of the city and would require the Mayor and City Manager to sign a Letter of Intent authorizing the Historic Denton Inc to apply. On August 12, Historic Denton Inc. requested the City sign off on the Letter of Intent provided as Exhibit 3. The letter must be submitted to the Texas Historic Commission no later than September 30, 2020. The CLG grant is a 50-50 matching grant in which funds are dispersed following the completion of the project. The City is not being requested to contribute any funding and would be under no obligation for future funding by completing this request. Historic Denton Inc. will solely cover the financial obligation of the matching grant. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 45 PRIOR ACTION/REVIEW (Council, Boards, Commissions) N/A EXHIBITS 1. Agenda Information Sheet 2. CLG Grant Application 3. Draft Letter of Intent 4. Presentation Respectfully submitted: Richard D. Cannone, AICP Deputy Director/Planning Director 46 47 1 This grant manual has been financed in part with Federal funds from the National Park Service, U.S. Department of the Interior and administered by the Texas Historical Commission. However, the contents and opinions do not necessarily reflect the views or policies of the Department of the Interior. This program receives federal financial assistance for identification and protection of historic properties. Under Title VI of the Civil Rights Act of 1964 and Section 504 of the Rehabilitation Act of 1973, and the Age Discrimination Act of 1975, as amended, the Department of the Interior prohibits discrimination on the basis of race, color, national origin, or disability or age in its federally assisted programs. If you believe you have been discriminated against in any program, activity, or facility as described above or you desire further information, please write to: Office for Equal Opportunity National Park Service 1849 C Street, N.W. Washington, D.C. 20240 48 2 TEXAS HISTORICAL COMMISSION CERTIFIED LOCAL GOVERNMENT GRANT MANUAL CONTENTS Introduction ........................................................................................................................................................ 3 Administrative Information.............................................................................................................................. 3 Who May Apply ................................................................................................................................................. 4 Eligible Projects.................................................................................................................................................. 4 Special Consideration for Underrepresented Communities…………………………………………5 Professional Qualifications Standards............................................................................................................. 5 Section 106 Review ........................................................................................................................................... 5 Matching Funds Requirement ......................................................................................................................... 5 Grant Timeline and Responsibilities of the Grantee ................................................................................... 6 CLG Grant Application Form ......................................................................................................................... 8 49 3 INTRODUCTION Certified Local Government (CLG) grants provide funding to participating city and county governments to develop and sustain an effective local preservation program critical to preserving local historic resources. The Texas Historical Commission (THC), the state agency for historic preservation, administers the Texas CLG grant program utilizing federal funding it receives from the U.S. Department of Interior, National Park Service (NPS) Historic Preservation Fund Program. Under this program the NPS requires that at least ten percent (10%) of Texas' annual federal allocation be subgranted exclusively to participating Certified Local Governments (CLGs). The program serves as a great resource for participating county and city governments to offset the costs of self-sustaining preservation and planning-related projects. Currently, there are 76 CLGs in Texas. Contingent on resolution of the federal budget, we anticipate approximately $90,000 to $120,000 will be available for this round of grants. ADMINISTRATIVE INFORMATION Administration Grants will be administered in accordance with the National Park Service Historic Preservation Fund Grants Manual, June 2007; Texas Administrative Code Title 13, Part 2, Chapter 15.6, Rules and Procedures for Certified Local Governments; and this manual. Grant Period The grant period is October 1, 2020 to September 30, 2022. Project preparation, including drafting any applicable RFPs, may begin before your grant request is awarded and a grant contract signed, however, costs incurred prior to the execution of a signed contract with the THC are not eligible for reimbursement. Despite the official grant period beginning October 1st, grants will be awarded in 2021 following funding notification from the National Park Service. Application Package The grant application form is included in this manual. A complete application submittal package consists of 1 unbound hard copy and 1 digital copy of the following documents: • Application Form (with original signatures) • Budget Worksheet (template is attached to the application form) • Resume of Project Manager (City or County staff, and/or representative of the third- party organization) • Resumes of all outside consultants, contractors, and/or individuals responsible for project oversight o Persons supervising grant projects must meet the Secretary of the Interior’s Professional Qualification Standards o If the applicant is planning to hire a consultant or subcontractor, resumes may be submitted following the selection process • Any applicable cost estimates, maps, drawings, or photographs • Determination of Eligibility Statement o Required for all National Register nomination grant requests o Required for all Construction/Development grant requests for properties not already listed on the National Register o Recommended for all Survey/Inventory projects Visit http://www.thc.texas.gov/preserve/projects-and-programs/national-register-historic-places/request- determination-eligibility for instructions on how to request a Determination of Eligibility Statement. 50 4 Submittal Deadline A complete grant application package (hard copy and electronic) must be received no later than 5 p.m. Monday, November 2, 2020. One electronic copy of the application must be submitted via e-mail and one printed copy must be delivered to: HAND DELIVER OR COURIER SERVICE U.S. MAIL Texas Historical Commission Texas Historical Commission Community Heritage Development Division Community Heritage Development Division ATTN: Maria Mougridis, CLG Program Specialist ATTN: Maria Mougridis, CLG Program Specialist 1304 Colorado Street PO Box 12276 Austin, Texas 78701 Austin, Texas 78711-2276 WHO MAY APPLY Only city or county governments, and state recognized Native American Tribes that have been individually "certified" by the National Park Service before November 2, 2020 are eligible to apply for CLG grants. The THC reserves the right to disqualify applications from CLG communities that are not in compliance with the CLG Certification Agreement. In an attempt to distribute CLG grant funds to as many CLGs as possible, preference will be given to applicants that have not received or directly benefited from CLG grant funds in the past five years. A CLG may submit more than one grant application; however, a separate application package must be submitted for each project request. The following entities may also be eligible: • An organization such as a non-CLG city or another unit of local government, a commercial firm, a non- profit entity or educational institution that has administrative capabilities that comply with applicable federal standards and has been delegated as a third-party to administer the grant on behalf of the CLG. The contributed services of the third party to the CLG may be counted toward the matching share requirements of the grant. The third party may apply for the CLG grant directly, in which case, the Historic Preservation Officer or CLG Representative and the Chief Elected Official must sign the application. ELIGIBLE PROJECTS Activities eligible for CLG grant funding must be tied to the statewide comprehensive preservation planning process. A copy of the THC’s Statewide Preservation Plan can be found at: http://www.thc.texas.gov/preserve/projects-and-programs/texas-statewide-preservation-plan as well as in the grant application. In an effort to encourage local governments to develop and sustain an effective local preservation program critical to preserving local historic resources, priority for funding shall be given to those projects that directly relate to the following work categories: • Architectural, historical, archeological surveys/inventories • Preparation of nominations to the National Register of Historic Places • Preparation of a local preservation plan • Writing or amending a preservation ordinance 51 5 • Development of local design guidelines • Research and development of a local preservation incentive program The above list should not dissuade an applicant from applying for assistance towards other eligible projects such as: • Development of educational publications and activities, slide shows, videos, websites, etc. • Development of publication of walking/driving tours • Development of architectural drawings and specifications • Preparation of facade studies or condition assessments • Rehabilitation or restoration of properties individually listed in the National Register of Historic Places or contributing to a National Register historic district • Training expenses for individual commission members and staff SPECIAL CONSIDERATION FOR UNDERREPRESENTED COMMUNITIES The CLG program is committed to enhancing undertold stories, and engaging and including a wider range of communities, perspectives, and voices in our state’s and nation’s historical narrative. To further this goal, we encourage projects from or related to communities currently underrepresented, including but not limited to Black Americans, Hispanic Americans, Asian Americans, Native Americans, Women, and LGBTQ Americans. Projects can include but are not limited to oral history projects, National Register nominations, historic resources surveys, diversity and inclusion trainings, and projects with an emphasis on cultural heritage or broader themes such as the Civil Rights movement, women’s history, and immigrant history. Projects will be considered as part of the regular CLG grant cycle. Please reach out to program staff if you have any questions about deadlines, match requirements or project type. PROFESSIONAL QUALIFICATIONS STANDARDS To ensure that appropriate historical, architectural, archeological and cultural properties are identified for public benefit through grant-in-aid assistance, persons supervising grant projects must be professionally qualified in accordance with 36CFR61. The Professional Qualification Standards can be found here: https://www.nps.gov/history/local-law/arch_stnds_9.htm SECTION 106 CLG Grants are funded with federal monies, and construction projects will require a formal Section 106 Review by the THC. This review will take place following the grant awards. Failure to obtain a review will result in forfeiture of the CLG Grant. The CLG State Coordinator will provide additional guidance once the grants are awarded. Additional information regarding Section 106 Review is available from the THC and the Advisory Council on Historic Preservation. MATCHING FUNDS Proposed projects are required to provide a local match for grant monies budgeted on a one-to-one (dollar for dollar) match equal to a 50-50 ratio for the total cost of the project. The local match may be any combination of cash and verifiable in-kind services. Projects may utilize all or partial match of verifiable in-kind services and/or goods as long as the local match equals a 50-50 ratio for the total cost of the project. For example, if a CLG has a project that costs $40,000 and applies for a $20,000 grant, the CLG may match $15,000 in cash, and $5,000 in staff services. It is important to note that the grant is reimbursement based, meaning the CLG will need to spend the grant amount plus the match upfront ($40,000), and be reimbursed for the grant amount ($20,000) as project milestones are achieved, or at the completion of the project. 52 6 In order to maximize the limited CLG grant funds, the THC may give preference to applications demonstrating a higher cash match. The THC reserves the right to waive the local match requirements, in full or part, at its sole discretion. The THC also reserves the right to fund grant requests in part or in full. Only non-federal monies may be used as a match, with the exception of Community Development Block Grants. All projects shall comply with federal requirements for state and local financial responsibility as stipulated in the Texas Administrative Code Title 13, Part 2, Chapter 15.6, Rules and Procedures for Certified Local Governments. In extending this grant opportunity to your project, THC assumes the responsibility for ensuring that public money will be spent appropriately and with the maximum effectiveness. The THC is held accountable by the NPS for compliance with all applicable federal laws and regulations. APPLICATION REVIEW PROCESS Upon the receipt of applications and supporting materials, an interdisciplinary committee of agency staff will score each application based on the criteria specified on the application form. The scoring committee will make a funding recommendation to the Texas Historical Commission at the January Quarterly Meeting to fund the maximum number of projects based on the federal funding THC receives from the U.S. Department of Interior, National Park Service (NPS) Historic Preservation Fund Program. All applicants will be notified of the THC’s decision. If two or more applicant’s scores are tied, the THC will select the applicant that has not received or directly benefitted from CLG grant funds in the past five years. If the scores are still tied, the THC will give preference to a project it can fully fund rather than partially fund. GRANT TIMELINE AND RESPONSIBILITIES OF THE GRANTEE Summer 2020 Applications for the FY2021 CLG grant period are made available. November 2, 2020 A signed and complete application package, including all supporting materials, must be received by the THC no later than 5 p.m. on Monday, November 2, 2020. November 2020 Review of applications by an interdisciplinary committee of THC staff. January 2021 Final award decisions made by the Texas Historical Commission at its Quarterly Meeting. All applicants are contacted by mail, and phone or email regarding the THC’s decision. Feb 2021 - April 2021 THC sends preliminary notification to grant recipients that will include a request for a revised/amended project scope of work and budget. Once the scope of work and budget are agreed upon by the Grantee and THC, the grant contract will be sent to the Grantee for signatures. The contract must be signed by all parties before the commencement of project work. Failure to submit any or all of this documentation by the required deadlines may cause the requested grant monies to revert back to the THC. The project manager, fiscal manager, and anyone else who will be significantly involved with the grant-funded project shall participate in a CLG Grant Orientation coordinated by the THC. The purpose of the orientation is to review project-specific requirements, expectations for project deliverables, important deadlines and milestones, and reimbursement procedures. The orientation requirement may be waived at the sole discretion of the THC. The recordation of a Preservation Easement will be required for all construction and certain other projects prior to the commencement of any work. Duration of Preservation 53 7 Easement will be based on award amount, see table below. Award Amount: Duration of Easement: Less than $10,000 10 years $10,000 – $30,000 15 years $30,001 – $50,000 20 years Greater than $50,000 30 years If the Grantee is not doing the actual work, it must execute a contract with a subcontractor. All subcontracted services and products must be procured according to Federal procurement standards set forth in Chapter 17 of the Historic Preservation Fund (HPF) Grants Manual and 2 CFR Part 200.317- 200.326. THC will review and approve all RFPs and contracts between the Grantee and subcontractor. Work conducted, or costs incurred, prior to the execution of the contract is not eligible for reimbursement. April 2021 - Sept 2022 THC staff routinely review projects to monitor progress and provide assistance. Each Grantee is required to provide the THC with status reports on each project funded, as requested. The Grantee shall submit drafts of project deliverables, as available. September 30, 2022 Deadline for the completion of all work eligible for reimbursement. Any work done after September 30, 2022 will not be eligible for reimbursement. October 31, 2022 All final work products are due. All deliverables must be reviewed and approved by the THC and accompanied by a Completion Report before the project is considered complete. All final reimbursement requests are due. Eligible project expenditures incurred on a one-to-one (dollar for dollar) basis up to a 50-50 ratio of the total project cost shall be reimbursed to the CLG. 54 8 CERTIFIED LOCAL GOVERNMENT SUBGRANT FISCAL YEAR 2021 GRANT APPLICATION FORM Deadline for submission is November 2, 2020 Please fill out this section completely and use only the space provided below. Handwritten applications will not be accepted. NAME OF PROPOSED PROJECT: CERTIFIED LOCAL GOVERNMENT NAME: THIRD PARTY NAME (IF APPLICABLE): CONTACT INFORMATION: Project Manager Fiscal Manager Organization Name Contact Person Address City | State | Zip Telephone | Fax Email POLITICAL CONTACTS: Historic Preservation Officer, or CLG Representative City Mayor or County Judge Contact Person Address City | State | Zip Telephone | Fax Email FUNDING REQUEST: Grant Funds Requested: $ Matching Funds: $ Total Project Cost: $ PROPOSED PROJECT TYPE (check one that applies): Archeological Project Research & Development Preservation Planning Project Education & Outreach National Register Nomination(s)1 Design Guidelines Survey/Inventory Project Historic Preservation Plan or Element/Chapter of Comprehensive Plan Construction/Development Project2 Preservation Training 1 Applications submitted without THC Determination of Eligibility will not be reviewed 2 Property must be listed or deemed eligible for listing in the National Register of Historic Places 55 9 CERTIFIED LOCAL GOVERNMENT SUBGRANT FY 2021 Grant Application Narrative Template NAME OF PROPOSED PROJECT: CERTIFIED LOCAL GOVERNMENT NAME: THIRD PARTY NAME (IF APPLICABLE): Applicants will be scored on each question equaling the sum of available points in that category. Applicants will be scored on the CLG’s compliance with CLG Program Requirements. For more information about CLG Program Requirements for both Cities and Counties, visit http://www.thc.texas.gov/preserve/projects-and- programs/certified-local-government/requirements-clgs CLG Performance (15 Points): 1. Did the CLG submit a complete FY18 Annual Report on or before the deadline. CLGs that have not completed CLG Annual Reports for the past two fiscal years will not be eligible for grant funds. Yes No 2. Does the CLG routinely submit preservation commission or CLG committee meeting minutes to the THC? Yes No 3. Has the HPO or CLG Representative attended at least one preservation-related training in the past year? Please list the trainings below. Yes No Description and Date of Training: 4. Has at least one member of the preservation commission or CLG committee attended at least one preservation-related training in the past year? Please list the trainings below. Yes No Description and Date of Training: 5. Has the CLG returned CLG grant funds in the past five years? Yes, I understand that up to five points will be deducted No 1. Project Summary Provide a summary of the proposed project. 2. Project Need (15 Points): How did the CLG identify the need for this project? Has the need been documented? If so, how? 56 10 How was the project initiated? (City Council, the public, preservation commission, etc.) How does the project address a goal of the local government’s preservation program or a specific preservation need? 3. Project Objective (15 Points): Define the objective for the proposed project. Identify the steps the applicant and/or the consultant must take to accomplish the project objective. What is the estimated timeframe to accomplish each of these steps? Who will be leading the project? What qualifies this person to lead such a project? Resumes must be provided. 4. Significance and Impact (16 Points): Does the project involve a threatened or potentially threatened resource? Will the project result in a National Register nomination or Survey/Inventory? Does the project directly address a deficiency in the local preservation program? How will the project reach and inform broad sectors of the public? 5. Public Involvement and Benefit (13 Points): Will the public be involved in the proposed project? How? Does the project address or benefit an underrepresented group within the community? How will this project enhance public and private support for local preservation? Will this project result in educational publications or activities? 6. Budget and Cost Effectiveness (15 Points): How necessary are CLG funds in order to accomplish the proposed project? How did the applicant develop the project’s budget? (research, past experience, etc.) What is the applicant’s source and commitment of matching funds? Is the proposed project the most cost effective way of addressing those needs? ATTACHMENTS: Please include all applicable attachments to the grant application. Resumes of Project Manager and all outside consultants are required for all projects. Below is a list of possible attachments for each project type. 57 11 Survey and Inventory: Survey area boundary map, street view images, Determination of Eligibility Letter (recommended but not required) National Register Nominations: Physical address, Boundary or location map, Determination of Eligibility Letter (required), photograph(s) Design Guidelines: current design guidelines, outline of sections or chapters of proposed guidelines Education and Outreach: Outline of script, draft agenda clearly defining the subject of the training Other Projects: Please contact the CLG Program staff to discuss recommended attachments for projects not previously listed. 3. STATEWIDE COMPREHENSIVE PRESERVATION PLANNING PROCESS (11 Points Total): CLG funded projects should meet at least one of the goals outlined in the THC’s Statewide Preservation Plan. Please select the Statewide Preservation Plan Goals addressed by your project and explain how they are addressed. It is not necessary for your project to address all the goals listed in the Statewide Preservation Plan. SURVEY AND ONLINE INVENTORY: Texans undertake a comprehensive survey to document the state’s diverse historic and cultural resources resulting in a publicly accessible online inventory. EMPHASIZE CULTURAL LANDSCAPES: Preservation practices are enhanced by emphasizing cultural landscapes. IMPLEMENT POLICIES AND INCENTIVES: Cities, counties and the state implement preservation policies and incentives to effectively manage historic assets. LEVERAGE ECONOMIC DEVELOPMENT TOOLS FOR PRESERVATION: Communities leverage preservation-based and traditional economic development tools to revitalize historic areas. LEARN AND EXPERIENCE HISTORY THROUGH PLACE: Texas residents and guests learn and experience the state’s diverse history through formal education, recreation, and everyday interactions with historic places. CONNECT PRESERVATION TO RELATED FIELDS: Preservation is connected and integrated into related fields and activities, building a broader, stronger, and more diverse community. CULTIVATE POLITICAL COMMITMENT: Political commitment is cultivated for historic preservation. BUILD CAPACITY OF PRESERVATION COMMUNITY: The existing preservation community develops its capacity to function more effectively and efficiently. Please summarize how your project addresses the goals selected above: 58 12 ACKNOWLEDGEMENTS - By checking below the applicant acknowledges: One electronic copy of this request must be received via email by the Texas Historical Commission no later than 5 p.m. on Monday, November 2, 2020 in order to be considered. One signed hard copy of this request must be received (hand delivered, US Mail, UPS, FedEx, etc) by the Texas Historical Commission no later than 5 p.m. on Monday, November 2, 2020 in order to be considered. Consideration for funding is based on the demonstrated need, a compelling explanation of how the expanded project scope of work will benefit the CLG, and the applicant’s ability to match the funds being requested. Commencement of grant-funded work may not begin prior to receipt of a signed grant contract between the THC and the grantee, and participation in a grant orientation meeting. Verified by the signature below, the chief elected official of the CLG is aware of this application and supports the proposed project. For requests involving construction projects, the property owner will be required to file a preservation easement for the property that will run with the land for a specific period of time based upon the amount of the final grant award. The applicant hereby acknowledges that the information provided on this application is accurate to the best of their knowledge. APPLICANT’S CERTIFICATION: SIGNATURE: ___________________________ TITLE: ______________________ DATE: ______________ HISTORIC PRESERVATION OFFICER OR CLG REPRESENTATIVE’S CERTIFICATION: Only applicable if the “applicant” is a third party designee. SIGNATURE: ___________________________ TITLE: ______________________ DATE: ______________ CHIEF ELECTED OFFICIAL CERTIFICATION: Application must be signed by the chief elected official of the CLG (e.g. Mayor or Judge) or chief administrative official (e.g. City Manager). SIGNATURE: ___________________________ TITLE: ______________________ DATE: ______________ 59 13 CERTIFIED LOCAL GOVERNMENT SUBGRANT FY 2021 Grant Budget Worksheet NAME OF PROPOSED PROJECT: CERTIFIED LOCAL GOVERNMENT NAME: THIRD PARTY NAME (IF APPLICABLE): BUDGET ITEM GRANT FUNDS LOCAL CASH (source) LOCAL IN-KIND (source) TOTAL COSTS TOTALS Please complete the attached budget form and provide any supplemental information necessary to confirm or support the issues described above. Proposed projects can use a local cash match for grant monies budgeted on a one-to-one (dollar for dollar) match equal to a 50-50 ratio for the total cost of the project. Proposed projects utilizing all or partial match of verifiable in-kind services and/or goods may also qualify as long as the local match equals a 50-50 ratio for the total cost of the project. The Texas Historical Commission (THC) reserves the right to fund grant requests in part or in full based on the review criteria outlined in the application form, and the amount of federal funding available. Final decisions will also take into consideration the annual performance of each CLG applying for assistance. Only non-federal monies may be used as a match, with the exception of Community Development Block Grants (CDBG). 60 DEADLINE FOR RECEIPT OF APPLICATIONS IS Monday, November 2, 2020 by 5 p.m. PRINTED APPLICATIONS (REQUIRED)MUST BE RECEIVED AT Certified Local Government Program Texas Historical Commission P.O. Box 12276 Austin, Texas 78711-2276 (Physical Address: 1304 Colorado Street, Austin, Texas 78701) ELECTRONIC APPLICATIONS (REQUIRED) MUST BE RECEIVED AT Maria Mougridis, CLG Program Specialist Maria.Mougridis@thc.texas.gov -or- Lorelei Willett, CLG Program Coordinator Lorelei.Willett@thc.texas.gov • One electronic copy of this request must be received via email by the Texas Historical Commission no later than 5 p.m. on Monday, November 2, 2020 in order to be considered. AND • One signed hard copy of this request must be received (hand delivered, US Mail, UPS, FedEx, etc.) by the Texas Historical Commission no later than 5 p.m. on Monday, November 2, 2020 in order to be considered. • Late applications will not be accepted • Faxed applications will not be accepted • Handwritten applications will not be accepted 61 CERTIFIED LOCAL GOVERNMENT SUBGRANT FISCAL YEAR 2021 GRANT LETTER OF INTENT Deadline for submission is September 30, 2020 Please fill out this section completely and use only the space provided below. CONTACT INFORMATION: Organization Name Historic Denton, Inc. Contact Person Randy Hunt Address 722 West Oak City | State | Zip Denton TX 76201 Telephone | Fax 940.368.2683 Email HistoricDentonInc@gmail.com PROPOSED PROJECT TYPE (check one that applies): Archeological Project Construction/Development Project* Preservation Planning Project Education & Outreach National Register Nomination(s) Preservation Travel/Training Design Guidelines Preservation Ordinance or By-laws Survey/Inventory Project Historic Preservation Plan or Element/Chapter of Comprehensive Plan *Property must be listed on National Register Please briefly describe your proposed project in the space below: Completion of the National Register nomination for the North Texas State Normal Neighborhood NR district, building on the completed historical survey of the area adjacent to the John B. Denton College Neighborhood NR district. The grant will also support the third historical survey for the next National Register nomination. HPO or CLG Representative Certification: SIGNATURE: ___________________________ TITLE: ______________________ DATE: ______________ Please submit completed CLG Letter of Intent to PO Box 12276, Austin, TX 78711 or email the letter to maria.mougridis @thc.texas.gov. This CLG Letter of Intent does not replace a completed CLG Grant Application and does not guarantee funding of the proposed project. 62 Da Historic Denton Inc. CLG Grant Request 1 August 25, 2020 City Council Meeting File ID: 20-1667 1 63 Background Request Historic Denton Inc. -delegate as a 3rd party administrator on behalf of the City Denton to apply to the Texas Historic Commission (THC) for a Certified Local Government (CLG) Grant. Use of CLG Grant: •Complete a historical survey of North Texas State Normal Neighborhood •Submit to survey THC as the basis for a National Register District nomination. 8/25/20 ID 20-1667 2 64 Considerations Difference between a National Register Historic District & Local Historic District? ➢National Register District Identifies ➢Local District Protects (i.e. zoning regulations) House Bill 2496 –86th Legislative Session Sec. 211.0165. OWNER CONSENT REQUIRED TO DESIGNATE HISTORIC LANDMARK. A municipality that has established a process for designating places or areas of historical, cultural, or architectural importance and significance through the adoption of zoning regulations or zoning district boundaries may not designate a property as a local historic landmark unless the owner of the property consents to the designation. The municipality must allow an owner to withdraw consent at any time during the designation process. 8/25/20 ID 20-1667 3 65 Considerations 8/25/20 ID 20-1667 4 66 Considerations Potential Benefit •The creation of National Register Districts allows buildings which contribute to the historic character of the district and are income producing to apply for a 45 percent tax credit to assist with the cost of renovations. City Obligation •This is a matching grant (50/50) of which the matching portion will be entirely funded by Historic Denton Inc. The City would be under no obligation of funding if the grant application moves forward. This is a reimbursement grant so funding spent Historic Denton Inc. will be reimbursed by THC after the project. 8/25/20 ID 20-1667 5 67 Questions? Richard Cannone, AICP Deputy Director/Planning Director 8/25/20 ID 20-1667 6 Direction Staff is seeking City Council direction on the signing of the letter of intent with Historic Denton Inc. designated as a third-party grant administrator. 68 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-1680,Version:1 AGENDA CAPTION Receive a report,hold a discussion and give staff direction regarding whether Denton City streets should be allowed as a medium for messages to be placed by citizens upon request via the City’s Special Events Ordinance or other City ordinance,and whether any ordinance revisions should be made to regulate this activity. City of Denton Printed on 8/21/2020Page 1 of 1 powered by Legistar™69 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office DCM: Sara Hensley DATE: August 25, 2020 SUBJECT Receive a report, hold a discussion and give staff direction regarding whether Denton City streets should be allowed as a medium for messages to be placed by citizens upon request via the City’s Special Events Ordinance or other City ordinance, and whether any ordinance revisions should be made to regulate this activity. BACKGROUND During the Presentations from Members of the Public portion of the August 18, 2020 City Council meeting, Queen Janata Montgomery-Bey, speaking on behalf of the Moorish Americans in the City of Denton, Texas and the North, Central, and South America, presented information to the City Council regarding her plans to paint “Black Lives Matter” and the names of fallen on the streets on the Square. During the presentation, Ms. Montgomery amended her request to say “Moors Lives Matter” when painting on the streets, and proclaimed that she would be painting on all four streets (Oak St., Hickory St., Locust St., and Elm St.) surrounding the Denton County Courthouse in the Downtown Denton Square. She further explained that she will begin the painting within five-days of her presentation on August 18. Following the presentation, City staff met to determine which permits and approvals were needed for Ms. Montgomery-Bey to safely complete her request. In researching the applicable ordinances and City policies, it was determined that there are policies that address similar requests to Ms. Montgomery-Bey’s, however nothing exists that specifically references placing messages on City streets in the manner that she described in her request. Because there is no current policy addressing street messaging, staff identified the most closely associated “Special Event” process, and emailed Ms. Montgomery-Bey on August 19, 2020 to explain that the City is viewing her request as a First Amendment activity which requires an event that is preplanned, and scheduled and promoted for a future date, to file an application seven (7) days prior to the intended event date. Staff also explained that it is within the City of Denton’s authority to permit this activity for Oak St. and Hickory St., however that approval from the Texas Department of Transportation (TxDOT) was needed to apply messages on Elm St. and Locust St., as these roads are owned and maintained by the state. Additionally, staff sent Ms. Montgomery-Bey the Special Event Application and requested that she fill the application (available at https://www.cityofdenton.com/en-us/all-departments/quality-of-life/parks-recreation-(1)/book-rent-reserve/special-events) so staff can begin the review and obtain the approvals needed for the activity. Staff requested that Ms. Montgomery-Bey fill out the following sections for the proposed activity: • Page 2 Special Event Permit Application – Provide the basic information on the event / activity such as a contact name, date and location. • Page 3 Public Safety Plan – Provide steps that will be taken to ensure the safety of participants. • Page 5 Street Closure Request – This page is to provide specific information related to the closure of streets including the dates and times. Street closures require a Traffic Control Plan (TCP). A TCP City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 70 must be developed by a licensed traffic control professional, engineer, or in accordance with the Texas Manual on Uniform Traffic Control Devices. This service can be obtained from most barricade companies as part of a rental. Only a Denton Police Officer, Denton Parking Enforcement Officer, or other sworn law enforcement officer can control traffic and give direction on City rights-of-way. • Page 6 Street Closure Form – On this page, the individual streets and intersections will be listed that are proposed to be closed. Additional lines are provided on page 7 if needed. • Page 8 Street Closure Notification Form – Notification to residents and business impacted by the proposed street closures must be notified. This allows the residents and business to make the appropriate adjustments and arrangements needed due to the closure. Staff also explained that, while they are not required, completing the following pages would be extremely useful in helping to understand the public safety needs of the event / activity and the expectation of service the organizer has of the City. • Page 4 Event Questionnaire – Allows the organizer to provide additional information on proposed activities. This helps the City and the organizer identify any additional needs and requirements. • Page 10 Public Safety Service Request – This page allows organizers to request security and EMS services. For First Amendment activities, security fees are waived. Organizers are still responsible for the cost of dedicated EMS service if requested. • Page 11 Trash and Recycling Service Request – This page allows the organizer to provide information on their trash receptacle needs. This is especially helpful when an event / activity is expected to generate trash and waste that is beyond the capacity of available receptacles in the area. Staff also requested that Ms. Montgomery-Bey fill out an application for the Right of Way Permit, which includes a Traffic Control Plan, that will trigger the closing of applicable streets so that she can safely apply a message. A link was provided in the email that was sent to her. Additionally, staff included two stipulations to Ms. Montgomery-Bey for her request if she chose to move forward with the application and permit process: 1) The message will be allowed to stay on the streets for 24 hours; and 2) Request that she use a chalk-based product or similar product so that it can be removed after the 24-hour period. Staff reached out to TxDOT regarding the placement of messages on the State maintained streets. For any messaging to be applied on Elm St. and Locust St., a special use permit application will be required. TxDOT does not have a precedent for approving any product for messaging in their right of way except for transportation related paint. This permit will need to be approved by the Dallas District office as opposed to the local Area Office. To proceed with Ms. Montgomery-Bey’s request, and other requests that may occur in the future, staff is seeking direction from the City Council regarding the applicability of current policies and ordinance, referenced above or other, and whether there needs to be an amendment to specifically address the application of messages on City streets as it relates to First Amendment activities. EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Presentation Respectfully Submitted: 71 Stuart Birdseye Assistant to the City Manager 72 Street Messaging City Council Meeting August 25, 2020 73 Background •During the August 18 City Council meeting, a resident presented an item about her desire to paint a message on the streets in the Downtown Square (Oak St., Hickory St., Locust St., and Elm St.). •There are policies and ordinances that apply to similar requests, but none that specifically address placing messaging on a City street. •Staff is seeking direction on whether City streets should be allowed to have messaging placed by citizens, and whether any ordinance revisions should be made to regulate this activity. Legistar ID: 20-1680 2August 25, 2020 74 August 18 Request •Staff views this request as a First Amendment activity, which requires an event that is preplanned, and scheduled and promoted for a future date, to file an application seven (7) days prior to the intended event date. •Because there is no current policy which addresses street messaging, staff identified the most closely associated “Special Event” process, and requested the citizen fill out specific sections of the application. •These sections allow staff to complete her request to identify any concerns including traffic/participant safety needs, product-type restrictions, etc. Legistar ID: 20-1680 3August 25, 2020 75 August 18 Request (Cont.) •Staff included two stipulations to the citizen: 1. The messaging will be allowed to stay on the streets for 24 hours 2. Request that she use a chalk-based product or similar product so that it can be removed or wash away after the 24-hour period. •For any messaging to be applied on Elm St. and Locust St., a special use permit application will be required. TxDOT does not have a precedent for approving any product in their right of way except for transportation related paint. This permit will need to be approved by the Dallas District office as opposed to the local Area Office. Legistar ID: 20-1680 4August 25, 2020 76 Policy Discussion •Because the Special Event ordinance does not specifically address messaging on City streets, staff is seeking direction on the following policy topics: 1. Should the use of messaging on a City Street, whether or not it is related to the Special Event ordinance, be allowed? 2. What restrictions or other considerations should be included in this update? Legistar ID: 20-1680 5August 25, 2020 77 Conclusion •If directed by City Council, staff will amend the current ordinance to include the policy decisions that were made and will include the updated ordinance on an upcoming City Council agenda for consideration. •If City Council does not recommend any amendments to the current ordinance, staff will inform the citizens that messaging on City streets is not permitted in the City. Legistar ID: 20-1680 6August 25, 2020 78 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-1051,Version:1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction on pending City Council requests for: 1.Discussing the possibility of closing the square to vehicular traffic Friday evenings through Sunday evenings for the duration of the emergency order. 2.Using the Tree Fund to plant 100 or more oak trees in the IOOF Cemetery. 3.Naming the new senior center in Southeast Denton the “Betty Kimble Senior Center.” 4.Repealing City ordinances that experts, advocacy groups, and my homeless constituents both say criminalize homelessness. The public interest in law enforcement reform and civil liberties. City of Denton Printed on 8/21/2020Page 1 of 1 powered by Legistar™79 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office ACM: Sara Hensley DATE: August 25, 2020 SUBJECT Receive a report, hold a discussion, and give staff direction on pending City Council requests for: 1. Discussing the possibility of closing the square to vehicular traffic Friday evenings through Sunday evenings for the duration of the emergency order. 2. Using the Tree Fund to plant 100 or more oak trees in the IOOF Cemetery. 3. Naming the new senior center in Southeast Denton the “Betty Kimble Senior Center.” 4. Repealing City ordinances that experts, advocacy groups, and my homeless constituents both say criminalize homelessness. The public interest in law enforcement reform and civil liberties. BACKGROUND During the annual City Council retreat on Saturday, August 17, 2019, the City Council agreed to a process to ensure there is a consensus of the City Council regarding the use of staff time when responding to requests from elected officials that anticipate taking more than two hours to complete or if there is a City Council policy decision to be made. The process developed during the retreat was further discussed and formally adopted at the August 27, 2019 City Council meeting (Exhibit 2). Staff will review one outstanding request for information per elected official during each work session. The weekly work session process will include staff introducing the requested topic followed by the requesting elected official having up to one minute to describe and justify their request. Remaining elected officials will then have up to one minute to provide feedback and indicate their support for the use of staff time to respond to the request. Staff will respond to all requests where a consensus of at least four elected officials is established. Responses will be provided in the requested format including Informal Staff Reports, Legal Status Reports, City Council work session topics, or ordinances and resolutions to be considered on future City Council agendas. The following item will be discussed during the August 25, 2020 work session: 1. Discussing the possibility of closing the square to vehicular traffic Friday evenings through Sunday evenings for the duration of the emergency order. a. Requestor: Council Member Meltzer b. Council Member Request: This is to request a workshop to discuss and give direction on the possibility of closing the square to vehicular traffic Friday evening through Sunday evening for the duration of the emergency order, other than for emergency access by police, fire, EMT and utility vehicles. The purpose would be to facilitate safer, socially distant dining and shopping opportunities. I would like to explore the feasibility of allowing merchant and restaurant use of the sidewalks and parking spaces during those City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 80 times, similar to festival uses. If TXDOT can’t allow Locust and Elm closures, I would propose doing this just on Oak and Hickory. c. Staff Information: Staff will distribute a brief, informal survey requesting feedback from the Downtown Denton community, including residents, businesses, and others, on Friday, August 21. The survey requests feedback on the Streatery Pilot, To-Go Parking, and any potential street closures stemming from further Council direction. Any closures affecting Elm and Locust would require applying for a special use permit with TxDOT. It is further anticipated that TxDOT will require information on the safety measures taken to ensure safety in order to minimize liability as well as a traffic control or detour plan for US 77. Notably, overall staff time on the program will increase to enact the closures and reopenings every weekend, as it is estimated to take a crew approximately one hour to close the streets on Fridays and reopen them on Sundays. d. Date Requested: August 18, 2020 e. Requested Format for Response: Policy 2. Using the Tree Fund to plant 100 or more oak trees in the IOOF Cemetery. a. Requestor: Council Member Davis b. Council Member Request: I would like the City Council to consider making an expenditure from the Tree Fund to plant 100 or more oak trees in the IOOF Cemetery. I prefer native species, like post oaks, but the Parks and Rec Department should have flexibility to examine the options. The cemetery is the final resting place of many prominent citizens and heroic veterans. It is well maintained and the recent addition of the fence was a big improvement. But for such an historical and centrally located place of remembrance, it is not particularly beautiful or contemplative. Planting native oaks would make the cemetery a place of natural beauty, create urban arboreal habitat on protected City property, and properly honor the dead. In 30-50 years I would like the IOOF Cemetery to resemble the beautifully treed Oakwood Cemetery in Waco. If the plantings are successful and fund allow, we could consider additional plantings in our own Oakwood Cemetery. c. Staff information: In recent years, Parks and Recreation staff have planted Burr Oaks from acorns in the IOOF Cemetery as well as Oakwood Cemetery. These trees have grown well without the need for irrigation system or supplementary water. After research and discussion with staff, there are opportunities and challenges to planting trees in IOOF Cemetery. Opportunities: 1. Limited space for trees along streets and between some plots 2. Limited space for trees along the perimeter fence 3. Pilot transplant small Post Oak seedlings 4. Plant Post Oaks and Burr Oaks from acorns Challenges: 1. Irrigation system will be needed for planting 2-3-inch caliper trees 2. Streets around cemetery need paving before any trees are planted along streets to assure trees are not damaged during construction 3. Maintenance and removal of trees amongst graves. Recommendations: 1. Begin by planting in areas in which burial lots are no longer available 2. Continue to plant Burr Oaks by acorn 3. Plant Post Oaks via acorn and seedlings. 4. Initially plant between plots and along the perimeter fence where space allows 5. Plant along street only after streets are repaired and/or paved 81 6. Plant a greater diversity of trees to minimize the impact of possible future insects and disease 7. Focus on native species to plant include Burr Oak, Post Oak, Sycamore, Honey Locust (thorn-less), American Elm (Dutch Elm resistant) and Bois d ‘Arc (fruitless/thorn-less) d. Date Requested: August 14, 2020 e. Requested Format for Response: Work Session 3. Naming the new senior center in Southeast Denton the “Betty Kimble Senior Center.” a. Requestor: Council Member Briggs b. Council Member Request: Council Member Briggs is requesting to name the new senior center in Southeast Denton the “Betty Kimble Senior Center” after Betty Kimble, a lifelong Denton resident and community activist. Additional information about Ms. Kimble can be found at: https://desegregatingdenton.omeka.net/exhibits/show/the- women-of-the-denton-interr/betty-kimble. c. Staff Information: The most recent updates to the City of Denton Naming Policy for City Buildings, Facilities, and Land was adopted by City Council through Resolution 19-2456 (Exhibit 2) on January 7, 2020. This policy does allow for City buildings to have commemorative naming to recognize an individual, organization, or foundation who has made a significant contribution on a local, state, national or world level. When naming after an individual, the policy outlines three criteria that must be met: 1) The individual must have been a resident of the City of Denton; and 2) The individual must be of good moral character and must not have been convicted of any felonies, or crimes of moral turpitude; and 3) The individual should have made exceptional contributions on a local, state, national, or world level and the individual’s achievements should represent a lasting legacy to the mission of the City building, facility, land, or any portion thereof. If a consensus of Council agrees to Council Member Briggs request, staff can assist the Council Member for her, or another applicant, to complete the application for naming the new Senior Center after Ms. Kimble. Staff can then begin taking that application through the procedures listed in Section VI (below) of the Naming Policy: A. Groups or individuals may submit nominations for naming a City building, facility, land, or any portion thereof by submitting a nomination to the City Manager on the City of Denton Naming Application. B. The City Manager, upon the receipt of the City of Denton Naming Application, shall refer such naming request to the City Council. C. The City Council may appoint a seven-member ad hoc Naming Committee to review the naming request submitted by a citizen or organization. Such committee shall be nominated by individual City Council members. In the event of a City Council initiated naming, the Council may, if it desires appoint an ad hoc as outlined herein to investigate and recommend one or more names for Council consideration. D. At least two members of the ad hoc Naming Committee shall be selected fro any impacted advisory or governing board as determined by City Council. E. The name or names submitted will be considered by the members of the ad hoc Naming Committee. The committee shall be guided by the provisions of this policy and shall provide a recommendation to the City Council for consideration. F. The final decision for naming a City building, facility, land , or portion thereof shall rest with the City Council. d. Date Requested: August 7, 2020 82 e. Requested Format for Response: Work Session 4. Repealing City ordinances that experts, advocacy groups, and my homeless constituents both say criminalize homelessness. The public interest in law enforcement reform and civil liberties. a. Requestor: Council Member Armintor b. Council Member Request: Section 17-101 of our city code states that it is “unlawful to use a vehicle for living or sleeping quarters, or for the storage of trash, debris or personal property not normally associated with the vehicle.” Municipal laws like this that criminalize sleeping in cars are among the laws singled out by the Texas Homeless Network (THN) as in need of repeal for effectively criminalizing homelessness. We should not ignore such recommendations from THN, a highly respected organization that the Denton County Homeless Coalition lists as an essential collaborator ( see: https://endhomelessnessdenton.com/: “DCHC is comprised of representatives from nonprofit agencies, Denton County cities, school districts and other community stakeholders. The coalition works with the Texas Homeless Network (linked), the lead agency for Denton County’s Continuum of Care (CoC), the Texas Balance of State (BoS). DCHC implements CoC strategies and Denton County and promotes collaborative strategies for state and federal homeless funding opportunities.” See also: https://www.thn.org/2019/07/01/the-criminalization-of-homelessness-across-the-texas- balance-of-state/ ). Before COVID, I tried and failed to get majority consensus on Council to repeal all of our laws that criminalize homelessness, having corresponded with THN to consult with them beforehand, and suggested repealing them to Council all at once. Now under COVID, with our shelters only open at limited capacity, and only 70 or so rooms available, and encampments being razed, I am trying again, but this time bringing each law before you individually, one at a time, in the hope that I can get consensus to at least temporarily repeal this one prohibition against sleeping in cars, and then take each subsequent law criminalizing homelessness one at a time so that Council won’t feel pressured to consider them together as an all-or-nothing bundled proposition. Although sleeping in a car nightly and living out of a car is far from safe or ideal, I think we would all agree that if we found ourselves without a home and nowhere else to go, sleeping in a car on public property (or on private property or in a Walmart parking lot) would be safer under COVID, in inclement weather, or under any other circumstances than the alternative of resting your body and possessions out in the street or in an outdoor encampment on public property. Many people living out of their cars are employed, which makes sense if you look at what people are making and compare that to the price of rent and life. Please keep in mind that trespassing on private property would still be illegal and would still require a complaint by the property owner. So, repealing the prohibition on sleeping in cars does not prevent a private property owner from calling police on somebody trespassing on their private property in a vehicle or on foot, sleeping or awake. I would like us to have a work session considering permanently repealing this law or at the very least temporarily suspending it or making it no-priority enforcement for the duration of our COVID emergency or until we can guarantee a safe hotel room or safe shelter for everyone to shelter in place. Housing first; but until we have sufficient safe housing and shelter available, a car with a roof, walls, and a lock, is safer for Denton residents without homes than sleeping out on the street or in a tent. 83 Thank you for considering my request. Thanks to my constituents experiencing homelessness who tell me about their lives now and before they were homeless. And thanks to everyone out there in the public who sees them as people who once had homes too. Please consider that, and the power we have to make a difference by removing unnecessary barriers, as you consider this modest request to repeal a law that harms people and helps no one. c. Staff Information: Staff reviewed records from the Municipal Court database and were unable to locate any citations that were processed for an individual sleeping in a vehicle within the past five years. Specifically, the City Code section that Council Member Armintor cites is a Property Maintenance Code (PMC) provision. This code sets forth certain property maintenance requirements for industrial, commercial and residential property owners. Any violations of the PMC may result in a citation issued against the property owner. In the example cited above, it is not the occupants sleeping in the vehicle that are being cited. Rather the property owner who allowed this to happen is the one cited. Whether this would be considered as indirectly “criminalizing” homelessness would likely be a novel issue for the courts to decide. d. Date Requested: June 15, 2020 e. Requested Format for Response: Work Session EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Naming Policy Resolution Exhibit 3 – Presentation Respectfully Submitted: Stuart Birdseye Assistant to the City Manager 84 1 • 1 # • • 1 ' " : ' • R „ .1 1 l .. .' , . • ', M R . , ' ! . # ......., ' [ '.. . ': r - .... . 1 . #' . • .. ! . .. . `. • ... .. ...., ,. • - . + ... .,. ,.. R + . ' '. ' . . f` r * ' " • . . . . * * .• . _ . # . w f#•. ' " + '! ' . I , '! -, * • - ' ' . ., . •# # - .' . ! r *r i 1 • •,,. ' ••' '# . • 1''• ' 1 # . -, s . " . ' " !!' ' ' #' ' /' •' . ' _ •' ! i '' . - r "'•' # . . . a} Definitions. 1 . •- .• i . ! • ",." . . : .' . 1 # " , I . ! # ' . . • !' ' . w ' ' '' '•' • "" ' ""• " + " r • !"+ • • " ' ,' • # • ! /• j reporting ta, the City Manager or City Attorney. 85 b) City Council Requests for Information from City Staff. 1) All City Council requests for information from City Staff, must be submitted to the City Manager's Office via email and include at a minimum, the following details: a, Request Type; b. Purpase; c. Time Sensitivity; and d. Preferred Respanse Format. 2) The City Manager's Office and/or the City Attorney's Office will estimate the amaunt af time required to respond ta each request. 3) Requests estimated to take more than a total of twa hours to complete will be brought forward within the next 30 calendar days, to a City Council wark session to seek cansensus from the full City Council regarding the use af City Staff time to fulfill the request. Requests for information referred to a work session will fallow the procedures provided in sub-section (b) of Sectian 2-30. c) City Cauncil Requests for Informatian Referred to a Work Session. 1) A standing work session item will be added to each City Council agenda for City Council requests ta be cansidered. a. The requesting Council Member will be required ta pravide a clear, written explanation describing the reason for the informatian requested. This description will be included as an attachment ta the work session agenda materials and must he provided to the City Secretary in time to fully camply with Texas Open Meeting Act requirements. 2) During the work session, the requesting Cauncil Member will have a maximum af one minute to describe and justify their request. a. Remaining Cauncil Members will then have a maximum of one minute each to provide feedback and indicate their support for the use of City Staff time to respond ta the request, 3} City Staff will respond to all requests where a consensus of at least four elected officials is established. Each elected official will alsa have the option to request City Staff respond to a maximum of two requests per quarter where a consensus is not met, pravided each request in this category is not estimated to take mare than a total of ten City Staff hours to complete, Ta the extent possible, responses will be make in the requested format including Informal Staff Reports, Legal Status Reports, City Council work session topics, or ardinances and resalutians ta be cansidered on future City Council agendas. SECTION 2. This ordinance shall become effective immediately upon its passage and approval. 86 S„ECTION 3, To the extent not otherwise provided, this ordinance shall repeal every prior ordinance in conflict herewith, but only insofar as the portion of such ordinance shall be in conflict; and as to all other sections of the ordinance not in direct conflict herewith, this ordinance shall be and is hereby made cumulative except as to such prior ordinances or portions thereof as are expressly repealed hereby. SECTION 4. If any provision of this ordinance or the application thereof to any person or circumstance is held invalid by any court, such invalidity shall not affect the validity of the provisions or applications, and to this end the provisions of this ordinance are severable. ro ordinance was made by ' ° m Y ; ' ° The motion to app ve this and seconded by '' m , the ordinance was r,a.l anda z r•r y t 7 a l>r ir r N ..,. b Mayor Chris Watts: Gerard Hudspeth, District 1 Keely Briggs, District 2: Jesse Davis, District 3: John Ryan, District 4: Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 6: Aye Nay Abstain Absent PASSED AND APPROVED this the °,, day of , , _ t 2019, n. --,, w , ; C i' I: WATTS, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY° ' 6 . .,.o . w. , . ... ... ,,, APPROVED AS TO LEGAL FORM: AARON C.. ITY A"1 l! ;' y B Y: " „ . r r i ' y r>,, " " 4 r r , r , " G y 9 d 9 r 5i tl . 1, s ' w ,,.„d, y, i w , J' 87 88 89 90 91 92 93 City Council Pending Requests for Information City Council Meeting August 25, 2020 94 Work Session Process •Up to seven requests will be reviewed per meeting (one per Council Member) •Staff will introduce each request •The elected official that made the request will have up to one minute to describe and justify their request •Remaining elected officials will then have up to one minute to provide feedback and indicate their support for the use of staff time to respond to the request •Staff will respond to all requests where a consensus of Council is established Legistar ID: 20-1051 2August 25, 2020 95 Item 1 •Discussing the possibility of closing the square to vehicular traffic Friday evenings through Sunday evenings for the duration of the emergency order. •Requestor: Council Member Meltzer •Council Member Request:This is to request a workshop to discuss and give direction on the possibility of closing the square to vehicular traffic Friday evening through Sunday evening for the duration of the emergency order, other than for emergency access by police, fire, EMT and utility vehicles. The purpose would be to facilitate safer, socially distant dining and shopping opportunities. I would like to explore the feasibility of allowing merchant and restaurant use of the sidewalks and parking spaces during those times , similar to festival uses. If TXDOT can’t allow Locust and Elm closures, I would propose doing this just on Oak and Hickory. •Staff Information: Staff will distribute a brief, informal survey requesting feedback from the Downtown Denton community, including residents, businesses, and others, on Friday, August 21. The survey requests feedback on the Streatery Pilot, To-Go Parking, and any potential street closures stemming from further Council direction. Any closures affecting Elm and Locust would require applying for a special use permit with TxDOT. It is further anticipated that TxDOT will require information on the safety measures taken to ensure safety in order to minimize liability as well as a traffic control or detour plan for US 77. Notably, overall staff time on the program will increase to enact the closures and reopenings every weekend, as it is estimated to take a crew approximately one hour to close the streets on Fridays and reopen them on Sundays. •Requested Format for Response: Work Session 3Legistar ID: 20-1051 August 25, 2020 96 Item 2 •Using the Tree Fund to plant 100 or more oak trees in the IOOF Cemetery. •Requestor: Council Member Davis •Council Member Request:I would like the City Council to consider making an expenditure from the Tree Fund to plant 100 or more oak trees in the IOOF Cemetery. I prefer native species, like post oaks, but the Parks and Rec Department should have flexibility to examine the options. The cemetery is the final resting place of many prominent citizens and heroic veterans. It is well maintained and the recent addition of the fence was a big improvement. But for such an historical and centrally located place of remembrance, it is not particularly beautiful or contemplative. Planting native oaks would make the cemetery a place of natural beauty, create urban arboreal habitat on protected City property, and properly honor the dead. In 30-50 years I would like the IOOF Cemetery to resemble the beautifully treed Oakwood Cemetery in Waco. If the plantings are successful and fund allow, we could consider additional plantings in our own Oakwood Cemetery. •Staff Information: Staff has included information about recent plantings, challenges, opportunities, and recommendations in the Agenda Information Sheet. •Requested Format for Response: Work Session 4Legistar ID: 20-1051 August 25, 2020 97 Item 3 •Naming the new senior center in Southeast Denton the “Betty Kimble Senior Center.” •Requestor: Council Member Briggs •Council Member Request:Council Member Briggs is requesting to name the new senior center in Southeast Denton the “Betty Kimble Senior Center” after Betty Kimble, a lifelong Denton resident and community activist. Additional information about Ms. Kimble can be found at: https://desegregatingdenton.omeka.net/exhibits/show/the- women-of-the-denton-interr/betty-kimble. •Staff Information: Staff has included information about Naming Policy in the Agenda Information Sheet. •Requested Format for Response: Work Session 5Legistar ID: 20-1051 August 25, 2020 98 Item 4 •Repealing City ordinances that experts, advocacy groups, and my homeless constituents both say criminalize homelessness. The public interest in law enforcement reform and civil liberties. •Requestor: Council Member Armintor •Council Member Request:Section 17-101 of our city code states that it is “unlawful to use a vehicle for living or sleeping quarters, or for the storage of trash, debris or personal property not normally associated with the vehicle.” Municipal laws like this that criminalize sleeping in cars are among the laws singled out by the Texas Homeless Network (THN) as in need of repeal for effectively criminalizing homelessness. We should not ignore such recommendations from THN, a highly respected organization that the Denton County Homeless Coalition lists as an essential collaborator ( see: https://endhomelessnessdenton.com/: “DCHC is comprised of representatives from nonprofit agencies, Denton County cities, school districts and other community stakeholders. The coalition works with the Texas Homeless Network (linked), the lead agency for Denton County's Continuum of Care (CoC), the Texas Balance of State (BoS). DCHC implements CoC strategies and Denton County and promotes collaborative strategies for state and federal homeless funding opportunities.” See also: https://www.thn.org/2019/07/01/the-criminalization-of-homelessness-across-the-texas-balance-of-state/). •Staff Information: Staff reviewed records from the Municipal Court database and were unable to locate any citations that were processed for an individual sleeping in a vehicle within the past five years. Specifically, the City Code section that Council Member Armintor cites is a Property Maintenance Code (PMC) provision.This code sets forth certain property maintenance requirements for industrial, commercial and residential property owners. Any violations of the PMC may result in a citation issued against the property owner.In the example cited above, it is not the occupants sleeping in the vehicle that are being cited.Rather the property owner who allowed this to happen is the one cited. Whether this would be considered as indirectly “criminalizing” homelessness would likely be a novel issue for the courts to decide. •Requested Format for Response: Work Session 6Legistar ID: 20-1051 August 25, 2020 99 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-1530,Version:1 AGENDA CAPTION Consultation with Attorneys - Under Texas Government Code Section 551.071. Consult with the City’s attorneys on the legal status, expenses, strategy and options for resolution of litigation in Cause No. DC-17-08139, styled “Michael Grim and Jim Maynard v. City of Denton, Texas” pending in the 68th Judicial District Court, Dallas County, Texas; where public discussion of these legal matters would conflict with the duty of the City’s attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or otherwise compromise the City’s legal position in pending litigation. City of Denton Printed on 8/19/2020Page 1 of 1 powered by Legistar™100 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-1533,Version:1 AGENDA CAPTION Deliberate regarding Real Property -Under Texas Government Code Section 551.072;Consultation with Attorneys - Under Texas Government Code Section 551.071. Discuss,deliberate,receive information from staff,and provide staff with direction pertaining to the potential purchase of real property located southeast of the corner of Thomas J.Egan Rd.and Jim Christal Rd.in Denton, Denton County,Texas (“Property”),where the deliberation of same in an open meeting would have a detrimental effect on the position of the governmental body in negotiations with a third person or potential litigation.Consultation with the City’s attorneys regarding legal issues associated with potential claims against the City associated with the Property,where a public discussion of these legal matters would conflict with the duty of the City’s attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas,or would jeopardize the City’s legal position in negotiations or potential litigation. City of Denton Printed on 8/21/2020Page 1 of 1 powered by Legistar™101 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-1552,Version:1 AGENDA CAPTION Deliberations Regarding Real Property -Under Texas Government Code,Section 551.072;Consultation with Attorneys - Under Texas Government Code, Section 551.071. Discuss,deliberate,and receive information from staff and provide staff with direction pertaining to the potential purchase of real property interests located within the City of Denton,Denton County,Texas,generally located in the Rayzor Ranch East,E.Morris,MRP &PRR,M.Austin,M.Forrest,W.Durham,J.Douthitt,H.B. Williams,G.Walker,N.Britton,WM Roark,BBB &CRR,J.W.Withers,A.Hickman,Home Acres Addn,J.L. Harris,MEP &PRR,J.Rogers,Hickory Lake,N.H.Meisenheimer,North Lakes Fire Station Addn,Denton County Law Enforcement Center,and M.Rogers surveys.The potential purchases are related to the City’s park and tree preservation initiatives.Consultation with the City’s attorneys regarding legal issues associated with the potential acquisition of the real property interests described above where a public discussion of these legal matters would conflict with the duty of the City’s attorneys to the City of Denton and the Denton City Council under the Texas Rules of Professional Conduct of the State Bar of Texas. City of Denton Printed on 8/21/2020Page 1 of 1 powered by Legistar™102 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-1693,Version:1 AGENDA CAPTION Consultation with Attorneys - Under Texas Government Code Section 551.071. Consultation,discussion,deliberation,and receipt of information from the City’s attorneys involving legal matters relating to the use of Denton City streets as a medium for messages to be placed by citizens upon request via the City’s Special Events Ordinance or other City Ordinance,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. City of Denton Printed on 8/21/2020Page 1 of 1 powered by Legistar™103 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-1441,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton, Texas approving a second amendment to an economic development agreement with Buc-ee’s, Ltd., to clarify the term of the agreement; and providing an effective date. City of Denton Printed on 8/21/2020Page 1 of 1 powered by Legistar™104 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Economic Development ACM/CFO: David Gaines DATE: August 25, 2020 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas approving a second amendment to an economic development agreement with Buc-ee’s, Ltd., to clarify the term of the agreement; and providing an effective date. BACKGROUND On December 1, 2015, the City entered into an Economic Development Agreement with Buc-ee’s Ltd. During a routine review of the Agreement in 2020, a Buc-ee’s Controller discovered a misstatement in Sec. III(g) of the adopted version of the signed Agreement, incorrectly stating that the total term was for 276 months. The Agreement clearly states in Sec. III (b-c) that the term of the Agreement is for a 60-month Reimbursement Grant, followed by a 240-month Infrastructure Grant, for a total term of 300 months. As such, Buc-ee’s and the City worked together to draft a second amendment to the Agreement to correctly state the term of the Agreement, as previously adopted, is a total of 300 months and correct Sec. III(g) of the Agreement. EXHIBITS 1. Agenda Information Sheet 2. Ordinance and Second Amendment to Agreement Respectfully Submitted, Jessica Rogers Director of Economic Development City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 105 ORDINANCE NO.______________________ AN ORDINANCE OF THE CITY OF DENTON, TEXAS APPROVING A SECOND AMENDMENT TO AN ECONOMIC DEVELOPMENT AGREEMENT WITH BUC-EE’S, LTD., TO CLARIFY THE TERM OF THE AGREEMENT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton (the “City”) and Buc-ee’s, Ltd. (“Grantee”) entered into an Economic Development Agreement dated December 1, 2015; and WHEREAS, the Economic Development Agreement was amended by adoption of the First Amendment to Economic Development Agreement dated March 1, 2016 (collectively, the Economic Development Agreement and the First Amendment to Economic Development Agreement are the “Agreement”); and WHEREAS, the City and Grantee wish to clarify the termination date of the Agreement by modifying Section III(g) of the Agreement to state “300” months from the effective date to coincide with the term of the incentive grants outlined in the Agreement; NOW THEREFORE; THE COUNCIL OF THE CITY OF DENTON, TEXAS HERBY ORDAINS: SECTION 1. The City Council hereby approves and authorizes the Second Amendment to Economic Development Agreement (“Second Amendment”) in substantially the form of the Second Amendment which is attached hereto and made a part hereof by reference. SECTION 2. The City Manager, or his designee, is hereby authorized to execute the City Second Amendment. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by __________________________ and seconded by _________________________________, the ordinance was passed and approved by the following vote [___ - ___]: Aye Nay Abstain Absent 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: ______ ______ ______ ______ 106 PASSED AND APPROVED this the day of , 2020. ------------------------ CHRIS WAITS, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY:~----------------------- APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: J)J k~~~ 107 108 109 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-1529,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton authorizing expenditure of funds in the amount of $234,357.00 to the Texas Department of Transportation (TxDOT),in addition to the previously authorized amount of $32,915.00,for the improvement of traffic signals and pedestrian facilities at the intersections of E. McKinney Street at Woodrow Lane and E.McKinney Street at Mockingbird Lane;and providing an effective date. City of Denton Printed on 8/21/2020Page 1 of 1 powered by Legistar™110 City of Denton ______________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Capital Projects DCM: Sara Hensley DATE: August 25, 2020 SUBJECT Consider adoption of an ordinance of the City of Denton authorizing expenditure of funds in the amount of $234,357.00 to the Texas Department of Transportation (TxDOT), in addition to the previously authorized amount of $32,915.00, for the improvement of traffic signals and pedestrian facilities at the intersections of E. McKinney Street at Woodrow Lane and E. McKinney Street at Mockingbird Lane; and providing an effective date. BACKGROUND In August of 2018, the City of Denton submitted and was awarded funding for four proposed safety projects in TxDOT’s 2018 Highway Improvement Safety Program (HSIP). These projects proposed improvements to the traffic signals and pedestrian facilities at Teasley & IH 35, Kings Row & Loop 288, E. McKinney Street & Woodrow/ Audra Lane and McKinney & Mockingbird Lane. Of the four projects selected, two (Teasley & IH 35 and Kings Row & Loop 288) are considered ‘on-system’ projects by TxDOT and, according to the HSIP funding guidelines, are 100% funded by the state. The other two projects (McKinney & Audra/Woodrow and McKinney & Mockingbird) are considered ‘off-system’ projects and are funded 90% by the state and 10% by the municipality. The 2018 estimated costs of these four projects was approximately $1,227,328 of which the City’s contribution would total $32,915 or approximately 3% (see table below). The City paid this amount in January of 2019. According to the executed funding agreement, the City is responsible for any cost overruns associated with ‘off-system’ projects encountered in the bidding process. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 111 As staff developed the plans for the improvements, significant changes to project scope were deemed necessary, most significantly at the McKinney & Audra/Woodrow location. The scope at this intersection was modified. Instead of minor upgrades to the electronics and signal heads, a complete rebuild was deemed necessary due to the poor condition and age (24+ years) of the existing signal arms and uprights as well as the underground infrastructure. Three of the locations were selected by TxDOT for a 2020 letting – McKinney & Mockingbird, McKinney & Audra/Woodrow and Teasley & IH 35. When the projects were bid in May of this year, the changes described above and the effect of a strong construction market resulted in a new total cost estimate for all four projects of approximately $1,634,600. This brings the total City contribution to $267,272 or approximately 16% (see table below). Because the changes driving the additional need for funding have been examined by staff and deemed reasonable and warranted, and the overall return on investment of City funds is still 5:1, the additional funding has been secured and moved to the McKinney & Audra/Woodrow project account. If the expenditures are approved, TxDOT will award the contract and construction will begin in January of 2021 with project completion by August of 2021. OPTIONS 1. Approve the expenditure, allowing for the project to be constructed 2. Deny the expenditure, the project will not be constructed STAFF RECCOMENDATION 112 Staff recommends council approve the additional expenditure in the amount of $234,357 so that the proposed safety improvements can be made to the traffic signals and pedestrian facilities on E McKinney St at the intersections of Woodrow/ Audra Lane and Mockingbird Ln. EXHIBITS 1. AIS 2. Proposed 2018 Denton HSIP Project Locations 3. Ordinance 4. McKinney HSIP Photos 5. Final AFA 0918-46-310 Denton Respectfully submitted: Brian Jahn, 940-349-8028 City Traffic Engineer 113 Proposed 2018 Denton HSIP Project Locations 114 ORDINANCE NO. __ _ AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING EXPENDITURE OF FUNDS IN THE AMOUNT OF $234,357.00 TO THE TEXAS DEPARTMENT OF TRANSPORTATION (TXDOT), IN ADDITION TO THE PREVJOUSL Y AUTHORIZED AMOUNT OF $32,915.00, FOR THE IMPROVEMENT OF TRAFFIC SIGNALS AND PEDESTRIAN FACILITIES AT THE INTERSECTIONS OF E. MCKINNEY STREET AT WOODROW LANE AND E. MCKINNEY S1REET AT MOCKlNGBIRD LANE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Texas Department of Transportation ("TxDOT'') is funding the construction cost of Traffic Signal Upgrades at the intersections of E. McKinney Street at Woodrow Lane and E. McKinney Street at Mockingbird Lane as part of the Highway Safety Improvement Program ("HSIP") funding (the "Project"); and WHEREAS, through Ordinance No. 19-2950 on December 17, 2019, the City Council approved an advanced funding agreement with TxDOT for the Project (the "AF A"), with the City's estimated contribution amount of$32,915.00; and WHEREAS, the AFA stipulated that the City ofDenton would be responsible for any and all cost overruns associated with the Project; and WHEREAS, City staff has identified additional work required to mitigate the safety needs at the Project intersections, changing the scope of the project as more detailed in Exhibit "A" attached hereto (the "Additional Work"); and WHEREAS, TxDOT bid the Project in May of 2020 which included the Additional Work, resulting in an additional cost to the City of $234,357.00 not originally anticipated; and WHEREAS, the Additional Work can be done through TxDOT's bid for the Project, but the City will be responsible for the entire cost of the Additional Work; and WHEREAS, the City Council, having considered the Additional Work, finds it is in the interest of public health and safety to authorize the above-referenced additional expenditure so that the Additional Work may be performed; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION l. The findings and recitations contained in the preamble of this ordinance are incorporated herein by reference as true and as if fully set forth in the body of this ordinance. SECTION 2. The City Manager, or his designee, is authorized to expend additional funds in the amount of Two Hundred Thirty-Four Thousand, Three Hundred Fifty-Seven and noll 00 Dollars ($234,357 .00) for the Additional Work to the AF A. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. 115 The motion to approve this ordinance was made by and seconded by , the ordinance was passed and approved by the following vote L_-__j: Abstain 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. ATTEST: ROSA RIOS, CITY SECRETARY By: ------------------------ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY By=~m7/l~ CHRIS W A TIS, MAYOR 2 Absent 116 EXHIBIT A Items Added After HSIP Application CSJ 0918-46-310 E MCKINNEY STREET INTERSECTIONS DESCRIPTION UNIT AUDRALANE/ MOCKINGBIRD LANE TOTAL QUANTITY WOODROW LANE REMOVING CONC (PAV) SY 72 72 REMOVING CONC (MEDIANS) SY 6 6 REMOVING CONC (SIDEWALKS) SY 54 54 REMOVING CONC (CURB OR CURB AND GUTTER) LF 138 138 REMOVING STAB BASE & ASPH PAV (7"-12") SY 54 54 BLOCK SODDING SY 4 4 FL BS (CMP IN PLC)(TY D GR 1-2) (6") SY 99 99 CONC PVMT (CONT REIN -CRCP) (8") SY 99 99 DRILL SHAFT (TRF SIG POLE) (30 IN) LF 11 44 55 DRILL SHAFT (TRF SIG POLE) (48 1N) LF 22 22 BIODEG EROSN CONT LOGS (INSTL) (18") LF 100 100 200 BIODEG EROSN CONT LOGS (REMOVE) LF 100 100 200 CONC CURB & GUTTER (TY II) LF 116 116 CONC SIDEWALKS (4") SY 70 70 CONCMEDIAN SY 6 6 CONDT (HOPE) (4") LF 120 45 165 CO NOT (PVC) (SCH 80) (2") LF 15 15 ELEC CONDR (NO.8) INSULATED LF 600 600 ELEC CON DR (NO.4) INSULATED LF 15 15 TRAY CABLE (3 CON DR) (14 AWG) LF 1,796 S90 2,386 GROUND BOX TY A (122311) W/APRON EA 1 1 ELC SRV TY D 120/240 060 (NS)SS(E)PS(U) EA 1 1 2 REMOVE SM RD SN SUP&AM (SIGN ONLY) EA 2 2 REFL PAV MRKTY I (W)8"(SLD)(100MIL) LF 8 8 PAVEMENT SEALER 8" LF 8 8 PAVEMENT SEALER 24" LF 345 345 PREFAB PAV MRK TY C(W)(24")(SLD) lF 34S 345 ELIM EXT PAV MRK & MRKS (24") lF 245 245 PAV SURF PREP FOR MRK (8") LF 8 8 PAV SURF PREP FOR MRK (24") LF 345 345 INS HY TRF SIG (OPT SUP CNT & CAB) (ISO) EA 1 1 2 BACK PLATE (12") (4 SEC) (VENTED) ALUM EA 8 8 INS TRF SIG PL AM (S) 1 ARM (28') ILSN EA 1 1 INS TRF SIG PL AM (S) 1 ARM (32') ILSN EA 1 1 INS TRF SIG PL AM (S) 1 ARM (32') LUM&ILSN EA 1 2 3 INS TRF SIG PL AM (S) 1 ARM (36') LUM&ILSN EA 1 1 INS TRF SIG PL AM (S) 1 ARM (44') LUM&ILSN EA 1 1 INS TRF SIG Pl AM (S) 1 ARM (55') ILSN EA 1 1 ITS GND BOX (PCAST) TY 1 (243636) W/APRON EA 1 1 2 RVDS (PRESENCE DETECTION ONLY) EA 4 4 RVDS (ADVANCE DETECTION ONLY) EA 4 4 VIVOS PROSR SYS (INSTALL ONLY) EA 1 1 VIVOS CAM ASSY (INSTALL ONLY) EA 1 1 VIVOS CABLING (INSTALL ONLY) LF 333 333 117 2018 Denton HSIP Location Condition Photos McKinney @ Audra/Woodrow 118 2018 Denton HSIP Location Condition Photos McKinney @ Audra/Woodrow 119 2018 Denton HSIP Location Condition Photos McKinney @ Mockingbird 120 TxDOT::Federal Highway Administration: CSJ #0918-46-310 CFDA No. 20.205 District #DAL/18 CFDA Title Highway Planning and Construction Code Chart 64 # 11400 Project Name CS from E. McKinney St. from Woodrow Ln. to Audra Ln. to Mockingbird Ln. AFA Not Used For Research & Development Page 1 of 17 AFA LongGen Rev 07/17/2019 STATE OF TEXAS § COUNTY OF TRAVIS § ADVANCE FUNDING AGREEMENT For A Highway Safety Improvement Off-System THIS AGREEMENT (Agreement) is made by and between the State of Texas, acting by and through the Texas Department of Transportation called the “State”, and the City of Denton, acting by and through its duly authorized officials, called the “Local Government”. The State and Local Government shall be collectively referred to as “the parties” hereinafter. WITNESSETH WHEREAS, federal law establishes federally funded programs for transportation improvements to implement its public purposes, and WHEREAS, the Texas Transportation Code, Section 201.103 establishes that the State shall design, construct and operate a system of highways in cooperation with local governments, and Section 222.052 authorizes the Texas Transportation Commission to accept contributions from political subdivisions for development and construction of public roads and the state highway system within the political subdivision, and WHEREAS, federal and state laws require local governments to meet certain contract standards relating to the management and administration of State and federal funds, and WHEREAS, the Texas Transportation Commission has codified 43 TAC, Rules 15.50-15.56 that describe federal, state, and local responsibilities for cost participation in highway improvement and other transportation projects, and WHEREAS, the Texas Transportation Commission passed Minute Order Number 115291 authorizing the State to undertake and complete a highway improvement or other transportation project generally described as Traffic Signal Improvements.The portion of the project work covered by this Agreement is identified in the Agreement, Article 3, Scope of Work (Project), and WHEREAS, the Governing Body of the Local Government has approved entering into this Agreement by resolution, ordinance, or commissioners court order dated December 17, 2019, which is attached to and made a part of this Agreement as Attachment A, Resolution, Ordinance, or Commissioners Court Order (Attachment A). A map showing the Project location appears in DocuSign Envelope ID: BBAE48F5-2DC0-44BD-8285-7F8A3A0476F4DocuSign Envelope ID: EF9C1AEC-ACD4-4CD1-8426-8B49F3C57E41 121 TxDOT::Federal Highway Administration: CSJ #0918-46-310 CFDA No. 20.205 District #DAL/18 CFDA Title Highway Planning and Construction Code Chart 64 # 11400 Project Name CS from E. McKinney St. from Woodrow Ln. to Audra Ln. to Mockingbird Ln. AFA Not Used For Research & Development Page 2 of 17 AFA LongGen Rev 07/17/2019 Attachment B, Location Map Showing Project (Attachment B), which is attached to and made a part of this Agreement. NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements of the parties, to be by them respectively kept and performed as set forth in this Agreement, it is agreed as follows: AGREEMENT 1. Responsible Parties: For the Project covered by this Agreement, the parties shall be responsible for the following work as stated in the article of the Agreement referenced in the table below: 1 N/A Utilities Article 8 2.N/A Environmental Assessment and Mitigation Article 9 3.Local Government Architectural and Engineering Services Article 11 4.State Construction Responsibilities Article 12 5.N/A Right of Way and Real Property Article 14 2. Period of the Agreement This Agreement becomes effective when signed by the last party whose signing makes the Agreement fully executed. This Agreement shall remain in effect until the Project is completed or unless terminated as provided below. 3. Scope of Work The scope of work for the Project consists of traffic signal improvements to existing signals on McKinney St. From Woodrow Ln. to Audra Ln. to Mockingbird Ln. 4. Project Sources and Uses of Funds The total estimated cost of the Project is shown in Attachment C, Project Budget (Attachment C) which is attached to and made a part of this Agreement. A. If the Local Government will perform any work under this Agreement for which reimbursement will be provided by or through the State, the Local Government must complete training. If federal funds are being used, the training must be completed before federal spending authority is obligated. Training is complete when at least one individual who is working actively and directly on the Project successfully completes and receives a certificate for the course entitled “Local Government Project Procedures and Qualification for the Texas Department of Transportation” and retains qualification in accordance with applicable TxDOT procedures. Upon request, the Local Government shall provide the certificate of qualification to the State. The individual who receives the training certificate may be an employee of the Local Government or an employee of a firm that has been contracted by the Local Government to perform DocuSign Envelope ID: BBAE48F5-2DC0-44BD-8285-7F8A3A0476F4DocuSign Envelope ID: EF9C1AEC-ACD4-4CD1-8426-8B49F3C57E41 122 TxDOT::Federal Highway Administration: CSJ #0918-46-310 CFDA No. 20.205 District #DAL/18 CFDA Title Highway Planning and Construction Code Chart 64 # 11400 Project Name CS from E. McKinney St. from Woodrow Ln. to Audra Ln. to Mockingbird Ln. AFA Not Used For Research & Development Page 3 of 17 AFA LongGen Rev 07/17/2019 oversight of the Project. The State in its discretion may deny reimbursement if the Local Government has not continuously designated in writing a qualified individual to work actively on or to directly oversee the Project. B. The expected cash contributions from the federal government, the State, the Local Government, or other parties are shown in Attachment C. The State will pay for only those Project costs that have been approved by the Texas Transportation Commission. For projects with federal funds, the State and the federal government will not reimburse the Local Government for any work performed before the federal spending authority is formally obligated to the Project by the Federal Highway Administration (FHWA). After federal funds have been obligated, the State will send to the Local Government a copy of the formal documentation showing the obligation of funds including federal award information. The Local Government is responsible for 100% of the cost of any work performed under its direction or control before the federal spending authority is formally obligated. C. Attachment C shows, by major cost categories, the cost estimates and the party responsible for performing the work for each category. These categories may include but are not limited to: (1) costs of real property; (2) costs of utility work; (3) costs of environmental assessment and remediation; (4) cost of preliminary engineering and design; (5) cost of construction and construction management; and (6) any other local project costs. D. The State will be responsible for securing the federal and State share of the funding required for the development and construction of the local Project. If the Local Government is due funds for expenses incurred, these funds will be reimbursed to the Local Government on a cost basis. E. The Local Government will be responsible for all non-federal or non-State participation costs associated with the Project, unless otherwise provided for in this Agreement or approved otherwise in an amendment to this Agreement. For items of work subject to specified percentage funding, the Local Government shall only in those instances be responsible for all Project costs that are greater than the maximum State and federal participation specified in Attachment C and for overruns in excess of the amount specified in Attachment C to be paid by the Local Government. F. The budget in Attachment C will clearly state all items subject to fixed price funding, specified percentage funding, and the periodic payment schedule, when periodic payments have been approved by the State. G. When the Local Government bears the responsibility for paying cost overruns, the Local Government shall make payment to the State within thirty (30) days from the receipt of the State’s written notification of additional funds being due. H. When fixed price funding is used, the Local Government is responsible for the fixed price amount specified in Attachment C. Fixed prices are not subject to adjustment unless (1) differing site conditions are encountered; (2) further definition of the Local Government’s requested scope of work identifies greatly differing costs from those estimated; (3) work requested by the Local Government is determined to be ineligible for federal participation; or (4) the adjustment is mutually agreed to by the State and the Local Government. DocuSign Envelope ID: BBAE48F5-2DC0-44BD-8285-7F8A3A0476F4DocuSign Envelope ID: EF9C1AEC-ACD4-4CD1-8426-8B49F3C57E41 123 TxDOT::Federal Highway Administration: CSJ #0918-46-310 CFDA No. 20.205 District #DAL/18 CFDA Title Highway Planning and Construction Code Chart 64 # 11400 Project Name CS from E. McKinney St. from Woodrow Ln. to Audra Ln. to Mockingbird Ln. AFA Not Used For Research & Development Page 4 of 17 AFA LongGen Rev 07/17/2019 I. Prior to the performance of any engineering review work by the State, the Local Government will pay to the State the amount specified in Attachment C. At a minimum, this amount shall equal the Local Government’s funding share for the estimated cost of preliminary engineering performed or reviewed by the State for the Project. At least sixty (60) days prior to the date set for receipt of the construction bids, the Local Government shall remit its remaining financial share for the State’s estimated construction oversight and construction cost. J. The State will not execute the contract for the construction of the Project until the required funding has been made available by the Local Government in accordance with this Agreement. K. Whenever funds are paid by the Local Government to the State under this Agreement, the Local Government shall remit a check or warrant made payable to the “Texas Department of Transportation” or may use the State’s Automated Clearing House (ACH) system for electronic transfer of funds in accordance with instructions provided by TxDOT’s Finance Division. The funds shall be deposited and managed by the State and may only be applied by the State to the Project. L. The State will not pay interest on any funds provided by the Local Government. M. If a waiver for the collection of indirect costs for a service project has been granted under 43 TAC §15.56, the State will not charge the Local Government for the indirect costs the State incurs on the Project, unless this Agreement is terminated at the request of the Local Government prior to completion of the Project. N. If the Local Government is an Economically Disadvantaged County (EDC) and if the State has approved adjustments to the standard financing arrangement, this Agreement reflects those adjustments. O. Where the Local Government is authorized to perform services under this Agreement and be reimbursed by the State, the Local Government is authorized to submit requests for reimbursement by submitting the original of an itemized invoice, in a form and containing all items required by the State, no more frequently than monthly and no later than ninety (90) days after costs are incurred. If the Local Government submits invoices more than ninety (90) days after the costs are incurred and if federal funding is reduced as a result, the State shall have no responsibility to reimburse the Local Government for those costs. P. Upon completion of the Project, the State will perform a final accounting of the Project costs for all items of work with specified percentage funding. Any funds due by the Local Government, the State, or the federal government for these work items will be promptly paid by the owing party. Q. The state auditor may conduct an audit or investigation of any entity receiving funds from the State directly under this Agreement or indirectly through a subcontract under this Agreement. Acceptance of funds directly under this Agreement or indirectly through a subcontract under this Agreement acts as acceptance of the authority of the state auditor, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds. An entity that is the subject of an audit or investigation must provide the state auditor with access to any information the state auditor considers relevant to the investigation or audit. DocuSign Envelope ID: BBAE48F5-2DC0-44BD-8285-7F8A3A0476F4DocuSign Envelope ID: EF9C1AEC-ACD4-4CD1-8426-8B49F3C57E41 124 TxDOT::Federal Highway Administration: CSJ #0918-46-310 CFDA No. 20.205 District #DAL/18 CFDA Title Highway Planning and Construction Code Chart 64 # 11400 Project Name CS from E. McKinney St. from Woodrow Ln. to Audra Ln. to Mockingbird Ln. AFA Not Used For Research & Development Page 5 of 17 AFA LongGen Rev 07/17/2019 R. Payment under this Agreement beyond the end of the current fiscal biennium is subject to availability of appropriated funds. If funds are not appropriated, this Agreement shall be terminated immediately with no liability to either party. 5. Termination of This Agreement This Agreement shall remain in effect until the Project is completed and accepted by all parties, unless: A. The Agreement is terminated in writing with the mutual consent of the parties; B. The Agreement is terminated by one party because of a breach, in which case any costs incurred because of the breach shall be paid by the breaching party; C. The Local Government elects not to provide funding after the completion of preliminary engineering, specifications, and estimates (PS&E) and the Project does not proceed because of insufficient funds, in which case the Local Government agrees to reimburse the State for its reasonable actual costs incurred during the Project; or D. The Agreement is terminated by the State because the parties are not able to execute a mutually agreeable amendment when the costs for Local Government requested items increase significantly due to differing site conditions, determination that Local government requested work is ineligible for federal or state cost participation, or a more thorough definition of the Local Government’s proposed work scope identifies greatly differing costs from those estimated. The State will reimburse Local Government remaining funds to the Local Government within ninety (90) days of termination; or E. The Project is inactive for thirty-six (36) consecutive months or longer and no expenditures have been charged against federal funds, in which case the State may in its discretion terminate this Agreement. 6. Amendments Amendments to this Agreement due to changes in the character of the work, terms of the Agreement, or responsibilities of the parties relating to the Project may be enacted through a mutually agreed upon, written amendment. 7. Remedies This Agreement shall not be considered as specifying the exclusive remedy for any agreement default, but all remedies existing at law and in equity may be availed of by either party to this Agreement and shall be cumulative. 8. Utilities The party named in Article 1, Responsible Parties, under AGREEMENT shall be responsible for the adjustment, removal, or relocation of utility facilities in accordance with applicable state laws, regulations, rules, policies, and procedures, including any cost to the State of a delay resulting from the Local Government’s failure to ensure that utility facilities are adjusted, removed, or relocated before the scheduled beginning of construction. The Local Government will not be reimbursed with federal or State funds for the cost of required utility work. The Local Government must obtain advance approval for any variance from established procedures. Before a construction contract is let, the Local Government shall provide, at the DocuSign Envelope ID: BBAE48F5-2DC0-44BD-8285-7F8A3A0476F4DocuSign Envelope ID: EF9C1AEC-ACD4-4CD1-8426-8B49F3C57E41 125 TxDOT::Federal Highway Administration: CSJ #0918-46-310 CFDA No. 20.205 District #DAL/18 CFDA Title Highway Planning and Construction Code Chart 64 # 11400 Project Name CS from E. McKinney St. from Woodrow Ln. to Audra Ln. to Mockingbird Ln. AFA Not Used For Research & Development Page 6 of 17 AFA LongGen Rev 07/17/2019 State’s request, a certification stating that the Local Government has completed the adjustment of all utilities that must be adjusted before construction is commenced. 9. Environmental Assessment and Mitigation Development of a transportation project must comply with the National Environmental Policy Act and the National Historic Preservation Act of 1966, which require environmental clearance of federal-aid projects. The party named in Article 1, Responsible Parties, under AGREEMENT is responsible for the following: A. The identification and assessment of any environmental problems associated with the development of a local project governed by this Agreement. B. The cost of any environmental problem’s mitigation and remediation. C. Providing any public meetings or public hearings required for the environmental assessment process. Public hearings will not be held prior to the approval of the Project schematic. D. The preparation of the NEPA documents required for the environmental clearance of this Project. If the Local Government is responsible for the environmental assessment and mitigation, before the advertisement for bids, the Local Government shall provide to the State written documentation from the appropriate regulatory agency or agencies that all environmental clearances have been obtained. 10. Compliance with Accessibility Standards All parties to this Agreement shall ensure that the plans for and the construction of all projects subject to this Agreement are in compliance with standards issued or approved by the Texas Department of Licensing and Regulation (TDLR) as meeting or consistent with minimum accessibility requirements of the Americans with Disabilities Act (P.L. 101-336) (ADA). 11. Architectural and Engineering Services The party named in Article 1, Responsible Parties, under AGREEMENT has responsibility for the performance of architectural and engineering services. The engineering plans shall be developed in accordance with the applicable State’s Standard Specifications for Construction and Maintenance of Highways, Streets and Bridges and the special specifications and special provisions related to it. For projects on the State highway system, the design shall, at a minimum conform to applicable State manuals. For projects not on the State highway system, the design shall, at a minimum, conform to applicable American Association of State Highway and Transportation Officials (AASHTO) design standards. In procuring professional services, the parties to this Agreement must comply with federal requirements cited in 23 CFR Part 172 if the Project is federally funded and with Texas Government Code 2254, Subchapter A, in all cases. Professional contracts for federally funded projects must conform to federal requirements, specifically including the provision for participation by Disadvantaged Business Enterprises (DBEs), ADA, and environmental matters. If the Local Government is the responsible party, the Local Government shall submit DocuSign Envelope ID: BBAE48F5-2DC0-44BD-8285-7F8A3A0476F4DocuSign Envelope ID: EF9C1AEC-ACD4-4CD1-8426-8B49F3C57E41 126 TxDOT::Federal Highway Administration: CSJ #0918-46-310 CFDA No. 20.205 District #DAL/18 CFDA Title Highway Planning and Construction Code Chart 64 # 11400 Project Name CS from E. McKinney St. from Woodrow Ln. to Audra Ln. to Mockingbird Ln. AFA Not Used For Research & Development Page 7 of 17 AFA LongGen Rev 07/17/2019 its procurement selection process for prior approval by the State. All professional services contracts must be reviewed and approved by the State prior to execution by the Local Government. 12. Construction Responsibilities The party named in Article 1, Responsible Parties, under AGREEMENT is responsible for the following: A. Advertise for construction bids, issue bid proposals, receive and tabulate the bids, and award and administer the contract for construction of the Project. Administration of the contract includes the responsibility for construction engineering and for issuance of any change orders, supplemental agreements, amendments, or additional work orders that may become necessary subsequent to the award of the construction contract. In order to ensure federal funding eligibility, projects must be authorized by the State prior to advertising for construction. B. If the State is the responsible party, the State will use its approved contract letting and award procedures to let and award the construction contract. C. If the Local Government is the responsible party, the Local Government shall submit its contract letting and award procedures to the State for review and approval prior to letting. D. If the Local Government is the responsible party, the State must concur with the low bidder selection before the Local Government can enter into a contract with the vendor. E. If the Local Government is the responsible party, the State must review and approve change orders. F. Upon completion of the Project, the party responsible for constructing the Project will issue and sign a “Notification of Completion” acknowledging the Project’s construction completion and submit certification(s) sealed by a professional engineer(s) licensed in the State of Texas. G. For federally funded contracts, the parties to this Agreement will comply with federal construction requirements cited in 23 CFR Part 635 and with requirements cited in 23 CFR Part 633, and shall include the latest version of Form “FHWA-1273” in the contract bidding documents. If force account work will be performed, a finding of cost effectiveness shall be made in compliance with 23 CFR 635, Subpart B. 13. Project Maintenance The Local Government shall be responsible for maintenance of locally owned roads and locally owned facilities after completion of the work. The State shall be responsible for maintenance of the State highway system after completion of the work if the work was on the State highway system, unless otherwise provided for in existing maintenance agreements with the Local Government. 14. Right of Way and Real Property The party named in Article 1, Responsible Parties, under AGREEMENT is responsible for the provision and acquisition of any needed right of way or real property. DocuSign Envelope ID: BBAE48F5-2DC0-44BD-8285-7F8A3A0476F4DocuSign Envelope ID: EF9C1AEC-ACD4-4CD1-8426-8B49F3C57E41 127 TxDOT::Federal Highway Administration: CSJ #0918-46-310 CFDA No. 20.205 District #DAL/18 CFDA Title Highway Planning and Construction Code Chart 64 # 11400 Project Name CS from E. McKinney St. from Woodrow Ln. to Audra Ln. to Mockingbird Ln. AFA Not Used For Research & Development Page 8 of 17 AFA LongGen Rev 07/17/2019 15. Insurance If this Agreement authorizes the Local Government or its contractor to perform any work on State right of way, before beginning work, the entity performing the work shall provide the State with a fully executed copy of the State's Form 1560 Certificate of Insurance verifying the existence of coverage in the amounts and types specified on the Certificate of Insurance for all persons and entities working on State right of way. This coverage shall be maintained until all work on the State right of way is complete. If coverage is not maintained, all work on State right of way shall cease immediately, and the State may recover damages and all costs of completing the work. 16. Notices All notices to either party shall be delivered personally or sent by certified or U.S. mail, postage prepaid, addressed to that party at the following address: Local Government: City of Denton ATTN: Pamela Alummoottil 215 E. McKinney Street Denton, TX 76201 State: Texas Department of Transportation ATTN: Director of Contract Services 125 E. 11th Street Austin, TX 78701 All notices shall be deemed given on the date delivered in person or deposited in the mail, unless otherwise provided by this Agreement. Either party may change the above address by sending written notice of the change to the other party. Either party may request in writing that notices shall be delivered personally or by certified U.S. mail, and that request shall be carried out by the other party. 17. Legal Construction If one or more of the provisions contained in this Agreement shall for any reason be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions and this Agreement shall be construed as if it did not contain the invalid, illegal, or unenforceable provision. 18. Responsibilities of the Parties The State and the Local Government agree that neither party is an agent, servant, or employee of the other party, and each party agrees it is responsible for its individual acts and deeds as well as the acts and deeds of its contractors, employees, representatives, and agents. 19. Ownership of Documents Upon completion or termination of this Agreement, all documents prepared by the State shall remain the property of the State. All data and information prepared under this Agreement shall DocuSign Envelope ID: BBAE48F5-2DC0-44BD-8285-7F8A3A0476F4DocuSign Envelope ID: EF9C1AEC-ACD4-4CD1-8426-8B49F3C57E41 128 TxDOT::Federal Highway Administration: CSJ #0918-46-310 CFDA No. 20.205 District #DAL/18 CFDA Title Highway Planning and Construction Code Chart 64 # 11400 Project Name CS from E. McKinney St. from Woodrow Ln. to Audra Ln. to Mockingbird Ln. AFA Not Used For Research & Development Page 9 of 17 AFA LongGen Rev 07/17/2019 be made available to the State without restriction or limitation on their further use. All documents produced or approved or otherwise created by the Local Government shall be transmitted to the State, in the format directed by the State, on a monthly basis or as required by the State. The originals shall remain the property of the Local Government. . 20. Compliance with Laws The parties to this Agreement shall comply with all federal, state, and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals in any manner affecting the performance of this Agreement. When required, the Local Government shall furnish the State with satisfactory proof of this compliance. 21. Sole Agreement This Agreement constitutes the sole and only agreement between the parties and supersedes any prior understandings or written or oral agreements respecting the Agreement’s subject matter. 22. Cost Principles In order to be reimbursed with federal funds, the parties shall comply with the cost principles established in 2 CFR 200 that specify that all reimbursed costs are allowable, reasonable, and allocable to the Project. 23. Procurement and Property Management Standards The parties to this Agreement shall adhere to the procurement and property management standards established in 2 CFR 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, and to the Texas Uniform Grant Management Standards. The State must pre-approve the Local Government’s procurement procedures for purchases to be eligible for state or federal funds. 24. Inspection of Books and Records The parties to this Agreement shall maintain all books, documents, papers, accounting records, and other documentation relating to costs incurred under this Agreement and shall make such materials available to the State, the Local Government, and, if federally funded, the FHWA and the U.S. Office of the Inspector General or their duly authorized representatives for review and inspection at its office during the Agreement period and for seven (7) years from the date of final reimbursement by FHWA under this Agreement or until any impending litigation or claims are resolved. Additionally, the State, the Local Government, and the FHWA and their duly authorized representatives shall have access to all the governmental records that are directly applicable to this Agreement for the purpose of making audits, examinations, excerpts, and transcriptions. 25. Civil Rights Compliance The parties to this Agreement are responsible for the following: DocuSign Envelope ID: BBAE48F5-2DC0-44BD-8285-7F8A3A0476F4DocuSign Envelope ID: EF9C1AEC-ACD4-4CD1-8426-8B49F3C57E41 129 TxDOT::Federal Highway Administration: CSJ #0918-46-310 CFDA No. 20.205 District #DAL/18 CFDA Title Highway Planning and Construction Code Chart 64 # 11400 Project Name CS from E. McKinney St. from Woodrow Ln. to Audra Ln. to Mockingbird Ln. AFA Not Used For Research & Development Page 10 of 17 AFA LongGen Rev 07/17/2019 A. Compliance with Regulations: Both parties will comply with the Acts and the Regulations relative to Nondiscrimination in Federally-assisted programs of the U.S. Department of Transportation (USDOT), the Federal Highway Administration (FHWA), as they may be amended from time to time, which are herein incorporated by reference and made part of this Agreement. B. Nondiscrimination: The Local Government, with regard to the work performed by it during the Agreement, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurement of materials and leases of equipment. The Local Government will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the Agreement covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21. C. Solicitations for Subcontracts, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by the Local Government for work to be performed under a subcontract, including procurement of materials or leases of equipment, each potential subcontractor or supplier will be notified by the Local Government of the Local Government’s obligations under this Agreement and the Acts and Regulations relative to Nondiscrimination on the grounds of race, color, or national origin. D. Information and Reports: The Local Government will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto, and will permit access to its books, records, accounts, other sources of information, and facilities as may be determined by the State or the FHWA to be pertinent to ascertain compliance with such Acts, Regulations or directives. Where any information required of the Local Government is in the exclusive possession of another who fails or refuses to furnish this information, the Local Government will so certify to the State or the FHWA, as appropriate, and will set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance: In the event of the Local Government's noncompliance with the Nondiscrimination provisions of this Agreement, the State will impose such contract sanctions as it or the FHWA may determine to be appropriate, including, but not limited to: 1. withholding of payments to the Local Government under the Agreement until the Local Government complies and/or 2. cancelling, terminating, or suspending of the Agreement, in whole or in part. F. Incorporation of Provisions: The Local Government will include the provisions of paragraphs (A) through (F) in every subcontract, including procurement of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The Local Government will take such action with respect to any subcontract or procurement as the State or the FHWA may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the Local Government becomes involved in, or is threatened with, litigation with a subcontractor or supplier because of such direction, the Local Government may request the State to enter into such litigation to protect the interests of the State. In DocuSign Envelope ID: BBAE48F5-2DC0-44BD-8285-7F8A3A0476F4DocuSign Envelope ID: EF9C1AEC-ACD4-4CD1-8426-8B49F3C57E41 130 TxDOT::Federal Highway Administration: CSJ #0918-46-310 CFDA No. 20.205 District #DAL/18 CFDA Title Highway Planning and Construction Code Chart 64 # 11400 Project Name CS from E. McKinney St. from Woodrow Ln. to Audra Ln. to Mockingbird Ln. AFA Not Used For Research & Development Page 11 of 17 AFA LongGen Rev 07/17/2019 addition, the Local Government may request the United States to enter into such litigation to protect the interests of the United States. 26. Pertinent Non-Discrimination Authorities During the performance of this Agreement, each party, for itself, its assignees, and successors in interest agree to comply with the following nondiscrimination statutes and authorities; including but not limited to: A. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (pro- hibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21. B. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of federal or federal-aid programs and projects). C. Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), as amended, (prohibits discrimination on the basis of sex). D. Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.) as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27. E. The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age). F. Airport and Airway Improvement Act of 1982, (49 U.S.C. Chapter 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex). G. The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the federal-aid recipients, subrecipients and contractors, whether such programs or activities are federally funded or not). H. Titles II and III of the Americans with Disabilities Act, which prohibits discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38. I. The Federal Aviation Administration’s Nondiscrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex). J. Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures nondiscrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations. K. Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, the parties must take reasonable steps to ensure that LEP persons have meaningful access to the programs (70 Fed. Reg. at 74087 to 74100). DocuSign Envelope ID: BBAE48F5-2DC0-44BD-8285-7F8A3A0476F4DocuSign Envelope ID: EF9C1AEC-ACD4-4CD1-8426-8B49F3C57E41 131 TxDOT::Federal Highway Administration: CSJ #0918-46-310 CFDA No. 20.205 District #DAL/18 CFDA Title Highway Planning and Construction Code Chart 64 # 11400 Project Name CS from E. McKinney St. from Woodrow Ln. to Audra Ln. to Mockingbird Ln. AFA Not Used For Research & Development Page 12 of 17 AFA LongGen Rev 07/17/2019 L. Title IX of the Education Amendments of 1972, as amended, which prohibits the parties from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq.). 27. Disadvantaged Business Enterprise (DBE) Program Requirements If federal funds are used: A. The parties shall comply with the Disadvantaged Business Enterprise Program requirements established in 49 CFR Part 26. B. The Local Government shall adopt, in its totality, the State’s federally approved DBE program. C. The Local Government shall incorporate into its contracts with subproviders an appropriate DBE goal consistent with the State’s DBE guidelines and in consideration of the local market, project size, and nature of the goods or services to be acquired. The Local Government shall submit its proposed scope of services and quantity estimates to the State to allow the State to establish a DBE goal for each Local Government contract with a subprovider. The Local Government shall be responsible for documenting its actions. D. The Local Government shall follow all other parts of the State’s DBE program referenced in TxDOT Form 2395, Memorandum of Understanding Regarding the Adoption of the Texas Department of Transportation’s Federally-Approved Disadvantaged Business Enterprise by Entity, and attachments found at web address http://ftp.dot.state.tx.us/pub/txdot-info/bop/dbe/mou/mou_attachments.pdf. E. The Local Government shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of any U.S. Department of Transportation (DOT)- assisted contract or in the administration of its DBE program or the requirements of 49 CFR Part 26. The Local Government shall take all necessary and reasonable steps under 49 CFR Part 26 to ensure non-discrimination in award and administration of DOT-assisted contracts. The State’s DBE program, as required by 49 CFR Part 26 and as approved by DOT, is incorporated by reference in this Agreement. Implementation of this program is a legal obligation and failure to carry out its terms shall be treated as a violation of this Agreement. Upon notification to the Local Government of its failure to carry out its approved program, the State may impose sanctions as provided for under 49 CFR Part 26 and may, in appropriate cases, refer the matter for enforcement under 18 U.S.C. 1001 and the Program Fraud Civil Remedies Act of 1986 (31 U.S.C. 3801 et seq.). F. Each contract the Local Government signs with a contractor (and each subcontract the prime contractor signs with a sub-contractor) must include the following assurance: The contractor, sub-recipient, or sub-contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this Agreement, which may result in the termination of this Agreement or such other remedy as the recipient deems appropriate. DocuSign Envelope ID: BBAE48F5-2DC0-44BD-8285-7F8A3A0476F4DocuSign Envelope ID: EF9C1AEC-ACD4-4CD1-8426-8B49F3C57E41 132 TxDOT::Federal Highway Administration: CSJ #0918-46-310 CFDA No. 20.205 District #DAL/18 CFDA Title Highway Planning and Construction Code Chart 64 # 11400 Project Name CS from E. McKinney St. from Woodrow Ln. to Audra Ln. to Mockingbird Ln. AFA Not Used For Research & Development Page 13 of 17 AFA LongGen Rev 07/17/2019 28. Debarment Certifications If federal funds are used, the parties are prohibited from making any award at any tier to any party that is debarred or suspended or otherwise excluded from or ineligible for participation in Federal Assistance Programs under Executive Order 12549, “Debarment and Suspension.” By executing this Agreement, the Local Government certifies that it and its principals are not currently debarred, suspended, or otherwise excluded from or ineligible for participation in Federal Assistance Programs under Executive Order 12549 and further certifies that it will not do business with any party, to include principals, that is currently debarred, suspended, or otherwise excluded from or ineligible for participation in Federal Assistance Programs under Executive Order 12549. The parties to this Agreement shall require any party to a subcontract or purchase order awarded under this Agreement to certify its eligibility to receive federal funds and, when requested by the State, to furnish a copy of the certification. If state funds are used, the parties are prohibited from making any award to any party that is debarred under the Texas Administrative Code, Title 34, Part 1, Chapter 20, Subchapter G, Rule §20.585 and the Texas Administrative Code, Title 43, Part 1, Chapter 9, Subchapter G. 29. Lobbying Certification If federal funds are used, in executing this Agreement, each signatory certifies to the best of that signatory’s knowledge and belief, that: A. No federal appropriated funds have been paid or will be paid by or on behalf of the parties to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. B. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with federal contracts, grants, loans, or cooperative agreements, the signatory for the Local Government shall complete and submit the Federal Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions. C. The parties shall require that the language of this certification shall be included in the award documents for all sub-awards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and all sub-recipients shall certify and disclose accordingly. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Title 31 U.S.C. §1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. DocuSign Envelope ID: BBAE48F5-2DC0-44BD-8285-7F8A3A0476F4DocuSign Envelope ID: EF9C1AEC-ACD4-4CD1-8426-8B49F3C57E41 133 TxDOT::Federal Highway Administration: CSJ #0918-46-310 CFDA No. 20.205 District #DAL/18 CFDA Title Highway Planning and Construction Code Chart 64 # 11400 Project Name CS from E. McKinney St. from Woodrow Ln. to Audra Ln. to Mockingbird Ln. AFA Not Used For Research & Development Page 14 of 17 AFA LongGen Rev 07/17/2019 30. Federal Funding Accountability and Transparency Act Requirements If federal funds are used, the following requirements apply: A. Any recipient of funds under this Agreement agrees to comply with the Federal Funding Accountability and Transparency Act (FFATA) and implementing regulations at 2 CFR Part 170, including Appendix A. This Agreement is subject to the following award terms: http://www.gpo.gov/fdsys/pkg/FR-2010-09-14/pdf/2010-22705.pdf and http://www.gpo.gov/fdsys/pkg/FR-2010-09-14/pdf/2010-22706.pdf. B. The Local Government agrees that it shall: 1. Obtain and provide to the State a System for Award Management (SAM) number (Federal Acquisition Regulation, Part 4, Sub-part 4.11) if this award provides more than $25,000 in federal funding. The SAM number may be obtained by visiting the SAM website whose address is: https://www.sam.gov/portal/public/SAM/ 2. Obtain and provide to the State a Data Universal Numbering System (DUNS) number, a unique nine-character number that allows federal government to track the distribution of federal money. The DUNS may be requested free of charge for all businesses and entities required to do so by visiting the Dun & Bradstreet (D&B) on-line registration website http://fedgov.dnb.com/webform; and 3. Report the total compensation and names of its top five executives to the State if: i. More than 80% of annual gross revenues are from the federal government, and those revenues are greater than $25,000,000; and ii. The compensation information is not already available through reporting to the U.S. Securities and Exchange Commission. 31. Single Audit Report If federal funds are used: A. The parties shall comply with the single audit report requirements stipulated in 2 CFR 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. B. If threshold expenditures of $750,000 or more are met during the fiscal year, the Local Government must submit a Single Audit Report and Management Letter (if applicable) to TxDOT's Compliance Division, 125 East 11th Street, Austin, TX 78701 or contact TxDOT’s Compliance Division by email at singleaudits@txdot.gov. C. If expenditures are less than the threshold during the Local Government's fiscal year, the Local Government must submit a statement to TxDOT's Compliance Division as follows: "We did not meet the $______ expenditure threshold and therefore, are not required to have a single audit performed for FY ______." D. For each year the Project remains open for federal funding expenditures, the Local Government will be responsible for filing a report or statement as described above. The required annual filing shall extend throughout the life of the Agreement, unless otherwise amended or the Project has been formally closed out and no charges have been incurred within the current fiscal year. DocuSign Envelope ID: BBAE48F5-2DC0-44BD-8285-7F8A3A0476F4DocuSign Envelope ID: EF9C1AEC-ACD4-4CD1-8426-8B49F3C57E41 134 3DJHRI $)$/RQJ*HQ5HY 7['27 )HGHUDO+LJKZD\$GPLQLVWUDWLRQ &6- &)'$1R 'LVWULFW'$/&)'$7LWOH+LJKZD\3ODQQLQJDQG&RQVWUXFWLRQ &RGH&KDUW 3URMHFW1DPH &6IURP(0F.LQQH\6WIURP :RRGURZ/QWR$XGUD/QWR 0RFNLQJELUG/Q AFA Not Used For Research & Development 6LJQDWRU\:DUUDQW\ (DFKVLJQDWRU\ZDUUDQWVWKDWWKHVLJQDWRU\KDVQHFHVVDU\DXWKRULW\WRH[HFXWHWKLV$JUHHPHQW RQEHKDOIRIWKHHQWLW\UHSUHVHQWHG (DFKSDUW\LVVLJQLQJWKLV$JUHHPHQWRQWKHGDWHVWDWHGXQGHUWKDWSDUW\¶VVLJQDWXUH 7+(/2&$/*29(510(17 6LJQDWXUH 7RGG+LOHPDQ 7\SHGRU3ULQWHG1DPH &LW\0DQDJHU 7\SHGRU3ULQWHG7LWOH 'DWH d,/^'Z D Ed,^ E Kd,Z s/ t EWWZKs ĂƐƚŽĨŝŶĂŶĐŝĂůĂŶĚŽƉĞƌĂƚŝŽŶĂů ŽďůŝŐĂƚŝŽŶƐĂŶĚďƵƐŝŶĞƐƐƚĞƌŵƐ͘ ͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺ ^ŝŐŶĂƚƵƌĞ ͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺ dŝƚůĞ ͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺ ĞƉĂƌƚŵĞŶƚ ĂƚĞ^ŝŐŶĞĚ͗ͺͺͺͺͺͺͺͺͺͺͺͺͺͺ $SSURYHGDVWR)RUP &LW\$WWRUQH\$DURQ/HDO %\ 7UH\/DQVIRUG'HSXW\&LW\$WWRUQH\ $77(67 &LW\6HFUHWDU\ %\ 5RVD5LRV&LW\6HFUHWDU\ ͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺ ƚƚ Capital Projects ͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺ dŝƚů City Engineer DocuSign Envelope ID: BBAE48F5-2DC0-44BD-8285-7F8A3A0476F4 1/6/2020 DocuSign Envelope ID: EF9C1AEC-ACD4-4CD1-8426-8B49F3C57E41 135 TxDOT::Federal Highway Administration: CSJ #0918-46-310 CFDA No. 20.205 District #DAL/18 CFDA Title Highway Planning and Construction Code Chart 64 # 11400 Project Name CS from E. McKinney St. from Woodrow Ln. to Audra Ln. to Mockingbird Ln. AFA Not Used For Research & Development Page 16 of 17 AFA LongGen Rev 07/17/2019 THE STATE OF TEXAS Signature Kenneth Stewart Typed or Printed Name Director of Contract Services Typed or Printed Title Date DocuSign Envelope ID: BBAE48F5-2DC0-44BD-8285-7F8A3A0476F4DocuSign Envelope ID: EF9C1AEC-ACD4-4CD1-8426-8B49F3C57E41 1/7/2020 136 TxDOT::Federal Highway Administration: CSJ #0918-46-310 CFDA No. 20.205 District #DAL/18 CFDA Title Highway Planning and Construction Code Chart 64 # 11400 Project Name CS from E. McKinney St. from Woodrow Ln. to Audra Ln. to Mockingbird Ln. AFA Not Used For Research & Development Page 2 of 17 AFA LongGen Rev 07/17/2019 ATTACHMENT A RESOLUTION ORDINANCE, OR COMMISSIONERS COURT ORDER DocuSign Envelope ID: BBAE48F5-2DC0-44BD-8285-7F8A3A0476F4DocuSign Envelope ID: EF9C1AEC-ACD4-4CD1-8426-8B49F3C57E41 137 ORDINANCE NO. 19-2950 AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE AND DELIVER AN ADVANCE FUNDING AGREEMENT FOR A HIGHWAY SAFETY IMPROVEMENT OFF-SYSTEM PROJECT, BETWEEN THE CITY OF DENTON AND THE TEXAS DEPARTMENT OF TRANSPORTATION ("TXDOT"), REGARDING TXDOT'S REQUEST FOR REIMBURSEMENT OF 10% OF THE TOTAL CONSTRUCTION COST OF $329,149.00 FOR THE INSTALLATION OF TRAFFIC SIGNAL UPGRADES RELATED TO THE TWO OFF-SYSTEM INTERSECTIONS OF E. MCKINNEY STREET AT WOODROW LANE AND E. MCKINNEY STREET AT MOCKINGBIRD LANE; AUTHORIZING THE EXPENDITURE OF FUNDS THEREOF; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton ("City") owns and maintains off-system roadways, including East McKinney Street; and WHEREAS, the Texas Department of Transportation ("TxDOT") is willing to fund the construction costs of Traffic Signal Upgrades at the intersections of E. McKinney Street at Woodrow Lane and E. McKinney Street at Mockingbird Lane as part of the Highway afety Improvement Program (' HSJP" funding upon ity agreement to reimburse ten percent (1 0% of liP final con Lruction costs, which is currently estimated to be $329,149.00; and WHEREAS, the State and City wish to cooperate in the construction of the Project; and WHEREAS, the City desires that equipment be provided that is compatible with standard signal operation and/or existing City equipment; and WHEREAS, the State is authorized to enter into an agreement with the City for the Project pursuant to Transportation Code § 221.002 and have prepared the attached Advance Funding Agreement for a Highway Safety Improvement Off-System (the "Agreement"); and WHEREAS, the City Council, having considered the Agreement that is required by TxDOT and considering the imp01ta:nce of meeting the letting date of May 2020, is of the opinion that it should approve the above-referenced Agreement by and betw en the City and TxDOT; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this ordinance are incorporated herein by reference as true and as if fully set forth in the body of this ordinance. SE TION 2. The City Manager or his designee, is hereby authorized to execute and deliver on behal [of the City and Citizens of Denton the Agreement, a copy of which is atta hed hereto as Exhibit "A" and made a part hereof for all purposes, or a substantially similar agreement as may be required by TxDOT. DocuSign Envelope ID: EF9C1AEC-ACD4-4CD1-8426-8B49F3C57E41 138 SECTION 3. The City Manager, or his designee, is further authorized to carry out all duties and obligations to be performed by the City under the Agreement, including, but not limited to, the expenditure of funds. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by 0t::-~ tfl2/ll1Lt!T7J!L and seconded by Jr;et5e.(f?{1-lli 6 the ordinance was passed and approved by the following vote C; - : Aye Nay Abstain Absent Chris Watts, Mayor: / Gerard Hudspeth, District 1: \1 Keely G. Briggs, District 2: v Jesse Davis, District 3: II John Ryan, District 4: v Deb Armintor, At Large Place 5: j Paul Meltzer, At Large Place 6: ./ PASSED AND APPROVED this the /7-t/f..day of lleum .. /J.u... , 2019. H~t ,~ ATTEST: ROSA RIOS, CITY SECRETARY By:.~ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY 2 DocuSign Envelope ID: EF9C1AEC-ACD4-4CD1-8426-8B49F3C57E41 139 TxDOT::Federal Highway Administration: CSJ #0918-46-310 CFDA No. 20.205 District #DAL/18 CFDA Title Highway Planning and Construction Code Chart 64 # 11400 Project Name CS from E. McKinney St. from Woodrow Ln. to Audra Ln. to Mockingbird Ln. AFA Not Used For Research & Development Page 1 of 1 AFA LongGen Attachment B ATTACHMENT B LOCATION MAP SHOWING PROJECT E. McKinney St. from Woodrow Ln./Audra Ln. to Mockingbird Ln. DocuSign Envelope ID: BBAE48F5-2DC0-44BD-8285-7F8A3A0476F4DocuSign Envelope ID: EF9C1AEC-ACD4-4CD1-8426-8B49F3C57E41 140 TxDOT::Federal Highway Administration: CSJ #0918-46-310 CFDA No. 20.205 District #DAL/18 CFDA Title Highway Planning and Construction Code Chart 64 # 11400 Project Name CS from E. McKinney St. from Woodrow Ln. to Audra Ln. to Mockingbird Ln. AFA Not Used For Research & Development Page 1 of 1 AFA LongGen Attachment C ATTACHMENT C PROJECT BUDGET ESTIMATE AND SOURCE OF FUNDS Costs will be allocated based on 90% Federal funding and 10% Local Government funding until the federal funding reaches the maximum obligated amount. The Local Government will then be responsible for 100% of the costs. Description Total Estimate Cost Federal Participation State Participation Local Participation % Cost % Cost % Cost Engineering (by Local) $106,375.00 0% $0.00 0% $0 100% $106,375.00 Construction (by State) $329,149.00 90% $296,234.00 0% $0 10% $32,915.00 Subtotal $435,524.00 $296,234.00 $0 $139,290.00 Direct State Costs – Environmental $89.00 90% $80.00 0% $0.00 10% $9.00 Direct State Costs – Engineering $3,291.00 0% $0.00 0% $0.00 100% $3,291.00 Direct State Costs – Right of Way $89.00 90% $80.00 0% $0.00 10% $9.00 Direct State Costs – Utility $89.00 90% $80.00 0% $0.00 10% $9.00 Direct State Costs – Construction $9,875.00 0% $0.00 0% $0.00 100% $9,875.00 Indirect Costs @ 4.52% $19,686.00 0%$0.00 100% $19,686.00 0%$0.00 Subtotal $33,119.00 $240.00 $19,686.00 $13,193.00 Total $468,643.00 $296,474.00 $19,686.00 $152,483.00 Initial payment by the Local Government to the State: $3,318.00 Payment by the Local Government to the State before construction: $42,790.00 Total payment by the Local Government to the State: $46,108.00 This is an estimate. The final amount of Local Government participation will be based on actual costs. DocuSign Envelope ID: BBAE48F5-2DC0-44BD-8285-7F8A3A0476F4DocuSign Envelope ID: EF9C1AEC-ACD4-4CD1-8426-8B49F3C57E41 141 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-1537,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton authorizing the removal of a construction zone speed limit on Interstate 35E and returning the speed limit to the prima facie speed of 70 miles per hour;providing a replealer clause; providing a penalty clause; providing for publication; and declaring an effective date. City of Denton Printed on 8/21/2020Page 1 of 1 powered by Legistar™142 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Capital Projects CM/ DCM/ ACM: Sara Hensley DATE: 8/25/2020 SUBJECT Consider adoption of an ordinance of the City of Denton authorizing the removal of a construction zone speed limit on Interstate 35E and returning the speed limit to the prima facie speed of 70 miles per hour; providing a replealer clause; providing a penalty clause; providing for publication; and declaring an effective date. BACKGROUND Prima Facie speed is the speed all roads are to be traveled at unless otherwise specified by an ordinance. For highways, the prima facie speed is 70 mph. On Interstate 35 E, there is currently a lower speed limit placed on the highway due to portions of the highway being a construction work zone. The construction that called for the lowering of the speed has been completed and TxDOT has requested that the City adopt an ordinance returning the roadway to the prima facie speed of 70 miles per hour. OPTIONS 1. Approve TxDOT and Denton staff’s recommendation to return to 70 miles per hour 2. Deny the removal of the construction zone 3. Table for future discussion STAFF RECCOMENDATION Staff recommends council approve the removal of the construction speed limit on Interstate 35E, allowing the road to return to prima facie speed. EXHIBITS 1. Agenda Information Sheet 2. Ordinance Respectfully submitted: Brian Jahn City Traffic Engineer City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 143 S:\Legal\Our Documents\Ordinances\20\1-35 construction zone speed limit removal -TL rev.docx ORDINANCE NO. __ _ AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE REMOVAL OF A CONSTRUCTION ZONE SPEED LIMIT ON INTERSTATE 35 E AND RETURNING THE SPEED LIMIT TO THE PRIMA FACIE SPEED OF 70 MILES PER HOUR; PROVIDING A REPLEALER CLAUSE; PROVIDING A PENALTY CLAUSE; PROVIDING FOR PUBLICATION; AND DECLARING AN EFFECTIVE DATE. WHEREAS, the Texas Department ofTransporotation (TxDOT) had lowered the speed on Interstate 35E within the city limits ofDenton to accommodate safety during planned construction; and WHEREAS, TxDOT has completed the planned construction on Interstate 35E and recommended that the construction speed limit be removed; and WHEREAS, Denton City staff agrees with TxDOT's recommendation to remove the lowered construction zone speed limit and return to the 70 mile per hour prima facie speed; and WHEREAS, the City Council finds it is in the public interest to remove the lowered construction zone speed limit and return Interstate 35E to the prima facie speed of 70 miles per hour; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this ordinance are incorporated herein by reference. SECTION 2. As of the effective date of this Ordinance, the lowered contstruction zone speed limit on Interstate 35E within the corporate limits of the City of Denton is hereby removed. SECTION 3. From and after the effective date of this Ordinance, upon the basis of an engineering and traffic investigation heretofore authorized by the provisions of V.C.T.A., Transportation Code § 545.356, the prima facie speed limit of 70 miles per hour for vehicles travelling along and upon Interstate 35E within the corporate limits of the City of Denton is determined to be reasonable, safe, and fixed thereon. SECTION 4. The City Manager, or his designee, is hereby authorized to cause to be erected appropriate signs indicating such speed zones. SECTION 5. All other prior conflicting speed Ordinances are hereby superseded and repealed, but only insofar as the portion of such prior ordinance shall be in conflict; and as to all other sections of the ordinance not in direct conflict herewith, this ordinance shall be and hereby is made cumulative except as to such prior ordinances or portions thereof as are expressly repealed hereby. 144 S:\Legal\Our Documents\Ordinances\20\I-35 construction zone speed limit removal -TL rev.docx SECTION 6. Any person violating any of the provisions of this ordinance shall, upon conviction, be found guilty of a misdemeanor and shall be fmed a sum not to exceed two hundred dollars ($200.00), unless the violation occurs in a work zone when workers are present and then the penalty shall not exceed four hundred dollars ($400.00). Each occurrence whrein a provision of this Ordinance is violated shall constitute a separate and distinct offense. SECTION 7. This Ordinance, providing for a penalty, shall become effective fourteen (14) days from the date of its passage, and the City Secretary is hereby directed to cause the caption of this Ordinance to be published twice in the Denton Record Chronicle, a daily newspaper published in the City ofDenton, Texas, within ten (10) days ofthe date of its passage. The motion to approve this ordinance was made by and seconded by , the ordinance was passed and approved by the following vote 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:~trJ:r: 145 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-1571,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 Pure Technologies U.S.Inc.,to provide a condition assessment of the City’s 27-inch diameter Lake Lewisville raw water line;providing for the expenditure of funds therefor;and providing an effective date (RFP 7347 -awarded to Pure Technologies U.S.,Inc.,in the not-to-exceed amount of $612,000). The Public Utilities Board recommends approval (4 - 0). City of Denton Printed on 8/21/2020Page 1 of 1 powered by Legistar™146 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance ACM: David Gaines DATE: August 25, 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 Pure Technologies U.S. Inc., to provide a condition assessment of the City’s 27-inch diameter Lake Lewisville raw water line; providing for the expenditure of funds therefor; and providing an effective date (RFP 7347 – awarded to Pure Technologies U.S., Inc., in the not-to-exceed amount of $612,000). The Public Utilities Board recommends approval (4 - 0). INFORMATION/BACKGROUND The Lake Lewisville Water Treatment Plant (LLWTP), provides approximately 60% of the City’s treated water to the water distribution system. The LLWTP is supplied with untreated (raw) water from a pump station located on the Hickory Creek arm of Lake Lewisville. The raw water transmionssion pipeline system was built in phases with a 27-inch diameter Bar-Wrapped Concrete Cylindar Pipe (BWP) pipeline constructed within a 30-feet wide pipeline and electric power line eaement in 1956-57 and a 30-inch diameter BWP pipeline constructed within a Union Pacific Rail Road righ of way in 1975. The raw water supply lines runs approximately 8.5 miles from Lake Lewisville to the Lake Lewisville Water Treatment Plant. After leaving the pump station, the pipes run under I-35E, and then north along the Denton County Transportation Authority’s (DCTA) railway corridor. The 27-inch and 30-inch pipelines have experienced some recent failures and the quality of the pipe bedding material and installation are of continued concern. Due to the failure history and the competing usage of the Rail/Trail corridor, staff planned to perform pipeline conditions assessments on both raw water lines. The 30-inch waterline was evaluated and reparis made over the past several years. Staff prepared a Request for Proposals to select a vendor to provide an in-pipe electromagnetic and closed circuit television assessment of the 27-inch pipeline. Pure Technologies U.S. Inc. provided the highest ranked proposal to inspect the entire pipeline, identify failures and areas of concern, and produce a report outlining the condition of the pipe. This report will be used by City staff to identify areas in need of repair or replacement. This project is the first phase of the rehabilitation, repair, or replacement of the 27-inch raw water transmission line for the Lake Lewisville Water Treatment Plant. Requests for Proposals was sent to 334 prospective suppliers of this item. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. Two (2) proposals were received and evaluated based upon published criteria including City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 147 delivery, compliance with specifications, probable performance, and price. Based upon this evaluation, Pure Technologies U.S. Inc. was ranked the highest and determined to be the best value for the City. NIGP Code Used for Solicitation: 925 - (Service Only) - Engineering Services, Professional Notifications sent for Solicitation sent in IonWave: 334 Number of Suppliers that viewed Solicitation in IonWave: 11 HUB-Historically Underutilized Business Invitations sent out: 26 SBE-Small Business Enterprise Invitations sent out: 82 Responses from Solicitation: 2 PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On August 10, 2020, the Public Utilities Board (PUB) recommended this item to the City Council for consideration. At the August 10, 2020 PUB meeting, 4 of 7 committee members were present. RECOMMENDATION Award a contract with Pure Technologies U.S. Inc., to provide a condition assessment of the City’s 27-inch diameter Lake Lewisville raw water line, in a not-to-exceed amount of $612,000. PRINCIPAL PLACE OF BUSINESS Pure Technologies U.S. Inc. Carrollton, TX ESTIMATED SCHEDULE OF PROJECT This project will be started upon approval with completion within 154 days. FISCAL INFORMATION These services will be funded from Water Production Department account 630456517.1360.40100 and 630455517.1360.40100. Requisition #147163 has been entered into the Purchasing software system in the amount of $612,000. The budgeted amount for this item is $612,000. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Pricing Evaluation Exhibit 3: Ordinance and Contract Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Stephen Moore, 940-349-7523 Legal point of contact: Mack Reinwand at 940-349-8333. 148 Item # 1 2 1 2 3 4 $ 1,056,200.00 $ 67,250.00 $ 612,000.00 $ 1,123,450.00 Total For conducting an electromagnetic (EM) and/or magnetic flux inspection. An inspection to identify and locate existing leaks and gas pockets. Criteria $ 492,000.00 $ 120,000.00 Delivery/Project Schedule-20% Compliance with Specifications-20% Probable Performance-10% Price, Total Cost of Ownership-50% TOTAL: Exhibit 2 RFP 7347 - Pricing Evaluation for the Lake Lewisville Pipeline Conditition Assessment Respondent's Business Name: Principal Place of Business (City and State): Pure Technologies US Inc PICA: Pipeline Inspection and Condition Analysis Corp. Description Carrollton, TX LaVernia, TX 16.00 16.00 8.67 50.00 90.67 14.67 17.33 7.33 27.24 66.57 149 ORDINANCE NO. __________________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH PURE TECHNOLOGIES U.S. INC., TO PROVIDE A CONDITION ASSESSMENT OF THE CITY’S 27-INCH DIAMETER LAKE LEWISVILLE RAW WATER LINE; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 7347 – AWARDED TO PURE TECHNOLOGIES U.S. INC., IN THE NOT-TO-EXCEED AMOUNT OF $612,000). WHEREAS, the City has solicited, received, and evaluated competitive proposals for a condition assessment of the City’s 27-inch diameter Lake Lewisville raw water line; and WHEREAS, the City Manager, or a designated employee, has received and reviewed and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplies or services, shown in the “Request Proposals” on file in the office of the Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFP NUMBER CONTRACTOR AMOUNT 7347 Pure Technologies U.S. Inc. $612,000 SECTION 2. That by the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, specifications, standards, quantities and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3. That should the City and person submitting approved and accepted items and of the submitted proposals wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager, or his designated representative, is hereby authorized to execute the written contract; provided that the written contract is in accordance 150 with the terms, conditions, specifications, standards, quantities and specified sums contained in the Proposal and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton, hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or his designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by __________________________ and seconded by _________________________________, the ordinance was passed and approved by the following vote [___ - ___]: Aye Nay Abstain Absent Mayor Chris Watts: ______ ______ ______ ______ Gerard Hudspeth, District 1: ______ ______ ______ ______ Keely G. Briggs, District 2: ______ ______ ______ ______ Jesse Davis, District 3: ______ ______ ______ ______ John Ryan, District 4: ______ ______ ______ ______ Deb Armintor, At Large Place 5: ______ ______ ______ ______ Paul Meltzer, At Large Place 6: ______ ______ ______ ______ 151 PASSED AND APPROVED this the day of , 2020. ------------------------ CHRIS WAITS, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY:~----------------------- APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: J)J k~~~ 152 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 55462D67-AA36-492B-885C-598AFA2BCA56 PSA Not Applicable LAKE LEWISVILLE PIPELINE CONDITION ASSESSMENT 7347 Crystal Westbrook 153 City of Denton, Texas Contract 7347 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 1 of 19 PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES FILE 7347 STATE OF TEXAS § COUNTY OF DENTON § THIS AGREEMENT (the “Agreement”) is made and entered into on ________________________, by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called “OWNER” and PURE TECHNOLOGIES U.S. INC., a Delaware corporation, with its corporate office at 2310 McDaniel Drive, Carrollton, TX 75006, hereinafter called “CONSULTANT,” acting herein, by and through their duly authorized representatives. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE I CONSULTANT AS INDEPENDENT CONTRACTOR The OWNER has selected CONSULTANT on the basis of demonstrated competence and qualifications to perform the services herein described for a fair and reasonable price pursuant to Chapter 2254 of the Texas Government Code. The OWNER hereby contracts with the CONSULTANT as an independent contractor and not as an employee, and as such, the OWNER will not assert control over the day-to-day operations of the CONSULTANT. The CONSULTANT is customarily engaged to provide services as described herein independently and on a nonexclusive basis in the course of its business. This Agreement does not in any way constitute a joint venture between OWNER and CONSULTANT. The CONSULTANT hereby agrees to perform the services described herein based on the skills required for the scope of work in connection with the Project as stated in the sections to follow, with diligence and in accordance with the highest professional standards customarily obtained for such services in the State of Texas. The professional services set out herein are in connection with the following described project: The Project shall include, without limitation, Lake Lewisville Pipeline Condition Assessment, as described in Exhibit A, which is on file at the purchasing office and incorporated herein (the “Project”). ARTICLE II SCOPE OF BASIC SERVICES The CONSULTANT shall perform the following services in a professional manner: A. The CONSULTANT shall perform all those services as necessary and as described in the OWNER’s RFP 7347-Lake Lewisville Pipeline Condition Assessment, which is on file at DocuSign Envelope ID: 55462D67-AA36-492B-885C-598AFA2BCA56 154 City of Denton, Texas Contract 7347 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 2 of 19 the purchasing office and made a part hereof as Exhibit A as if written word for word herein. B. To perform all those services set forth in CONSULTANT’s proposal, which proposal is attached hereto and made a part hereof as Exhibit B as if written word for word herein. C. CONSULTANT shall perform all those services set forth in individual task orders, as described in Exhibit B, which shall be attached to this Agreement and made a part hereof. D. If there is any conflict between the terms of this Agreement and the exhibits attached to this Agreement, the terms and conditions of this Agreement will control over the terms and conditions of the attached exhibits or task orders. ARTICLE III ADDITIONAL SERVICES Additional services to be performed by the CONSULTANT, if authorized by the OWNER, which are not included in the above-described Basic Services, may be negotiated as needed, per rates included in Exhibit B. A. Preparing applications and supporting documents for government grants, loans, or planning advances and providing data for detailed applications. B. Preparing data and reports for assistance to OWNER in preparation for hearings before regulatory agencies, courts, arbitration panels or mediator, giving testimony, personally or by deposition, and preparations therefore before any regulatory agency, court, arbitration panel or mediator. C. Assisting OWNER in preparing for, or appearing at litigation, mediation, arbitration, dispute review boards, or other legal and/or administrative proceedings in the defense or prosecution of claims disputes with Contractor(s). D. Assisting OWNER in the defense or prosecution of litigation in connection with or in addition to those services contemplated by this AGREEMENT. Such services, if any, shall be furnished by CONSULTANT on a fee basis negotiated by the respective parties outside of and in addition to this AGREEMENT. E. Visits to the site in excess of the number of trips included in Exhibit B. F. Preparing statements for invoicing or other documentation for billing other than for the standard invoice for services attached to this professional services agreement. DocuSign Envelope ID: 55462D67-AA36-492B-885C-598AFA2BCA56 155 City of Denton, Texas Contract 7347 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 3 of 19 ARTICLE IV TIME OF COMPLETION CONSULTANT is authorized to commence work under this contract upon execution of this AGREEMENT. CONSULTANT shall perform and complete its obligations herein in a prompt and continuous manner, so as to not delay the completion of the Project in accordance with the schedules as described in Exhibit B. The contract shall remain effective for a period which may reasonably be required for the completion of the Project, acceptance by an authorized representative of the OWNER, exhaustion of authorized funds, or termination as provided in this Agreement, whichever occurs first. ARTICLE V COMPENSATION A. COMPENSATION TERMS: 1. “Subcontract Expense” is defined as expenses incurred by the CONSULTANT in employment of others in outside firms for services related to this agreement. 2. “Direct Non-Labor Expense” is defined as that expense for any assignment incurred by the CONSULTANT for supplies, transportation and equipment, travel, communications, subsistence, and lodging away from home, and similar incidental expenses in connection with that assignment. B. BILLING AND PAYMENT: For and in consideration of the professional services to be performed by the CONSULTANT herein, the OWNER agrees to pay, based on the cost estimate detail at an hourly rate shown in Exhibit B which is attached hereto and made a part of this Agreement as if written word for word herein, a total fee, including reimbursement for direct non-labor expenses not to exceed $612,000. Partial payments to the CONSULTANT will be made on the basis of detailed monthly statements rendered to and approved by the OWNER through its City Manager or his designee; however, under no circumstances shall any monthly statement for services exceed the value of the work performed at the time a statement is rendered. Nothing contained in this Article shall require the OWNER to pay for any work which is unsatisfactory, as reasonably determined by the City Manager or his designee, or which is not submitted in compliance with the terms of this Agreement. The OWNER shall not be required to make any payments to the CONSULTANT when the CONSULTANT is in default under this Agreement. It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by the OWNER for any charge, expense, or reimbursement above the maximum not to exceed fee as stated, without first having obtained written authorization from the OWNER. The CONSULTANT shall not proceed to perform the services listed in Article III “Additional Services,” without obtaining prior written authorization from the OWNER. DocuSign Envelope ID: 55462D67-AA36-492B-885C-598AFA2BCA56 156 City of Denton, Texas Contract 7347 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 4 of 19 C. ADDITIONAL SERVICES: For additional services authorized in writing by the OWNER in Article III, the CONSULTANT shall be paid based on the Schedule of Charges at an hourly rate shown in Exhibit B. Payments for additional services shall be due and payable upon submission by the CONSULTANT and approval by the City staff, and shall be in accordance with subsection B hereof. Statements shall not be submitted more frequently than monthly. D. PAYMENT: If the OWNER fails to make payments due the CONSULTANT for services and expenses within thirty (30) days after receipt of the CONSULTANT’s undisputed statement thereof, the amounts due the CONSULTANT will be paid interest in accordance with the Texas Government Code 2251.025. Additionally, the CONSULTANT may, after giving seven (7) days’ written notice to the OWNER, suspend services under this Agreement until the CONSULTANT has been paid in full all amounts due for services, expenses, and charges. Nothing herein shall require the OWNER to pay the late charge if the OWNER reasonably determines that the work is unsatisfactory, in accordance with this Article V, “Compensation,” there is a bona fide dispute concerning the amount due, or the invoice was not mailed to the address or in the form as described in this Agreement. The OWNER will notify CONSULTANT of any disputes within twenty-one (21) days of receipt of the invoice. E. Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201-4299. A pro-forma invoice shall be sent to the contract administrator. It is the intention of the City of Denton to make payment on completed orders within thirty days after receipt of invoice or items; whichever is later, unless unusual circumstances arise. Invoices must be fully documented as to labor, materials, and equipment provided, if applicable, and must reference the City of Denton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number. ARTICLE VI OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT or any subcontractors or subconsultants. ARTICLE VII OWNERSHIP OF DOCUMENTS All documents prepared or furnished by the CONSULTANT (and CONSULTANT’s subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and shall become the property of the OWNER upon the termination of this Agreement. The CONSULTANT is entitled to retain copies of all such documents. The documents prepared and furnished by the CONSULTANT are intended only to be applicable to this Project, and OWNER’s use of these documents in other projects shall be at OWNER’s sole risk and expense. In the event the OWNER uses any of the information or materials developed pursuant to this Agreement in another project or for other purposes than specified herein, CONSULTANT is released from any and all liability relating to their use in that project. DocuSign Envelope ID: 55462D67-AA36-492B-885C-598AFA2BCA56 157 City of Denton, Texas Contract 7347 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 5 of 19 ARTICLE VIII INDEMNITY AGREEMENT THE CONSULTANT SHALL INDEMNIFY AND SAVE AND HOLD HARMLESS THE OWNER AND ITS OFFICERS, OFFICIALS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, DEMANDS, DAMAGES, LOSSES, AND EXPENSES, INCLUDING, BUT NOT LIMITED TO COURT COSTS AND REASONABLE ATTORNEY FEES ASSERTED AGAINST OR INCURRED BY THE OWNER, AND INCLUDING, WITHOUT LIMITATION, DAMAGES FOR BODILY AND PERSONAL INJURY, DEATH AND PROPERTY DAMAGE, RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OF THE CONSULTANT OR ITS OFFICERS, SHAREHOLDERS, AGENTS, OR EMPLOYEES INCIDENTAL TO, RELATED TO, AND IN THE EXECUTION, OPERATION, OR PERFORMANCE OF THIS AGREEMENT. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties’ defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE IX INSURANCE During the performance of the services under this Agreement, CONSULTANT shall maintain insurance in compliance with the requirements of Exhibit C which is attached hereto and made a part of this Agreement as if written word for word herein. ARTICLE X ALTERNATIVE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to mediation with each party bearing its own costs of mediation. No mediation arising out of or relating to this Agreement, involving one party’s disagreement may include the other party to the disagreement without the other’s approval. Mediation will not be a condition precedent to suit. ARTICLE XI TERMINATION OF AGREEMENT A. Notwithstanding any other provision of this Agreement, either party may terminate by giving thirty (30) days’ advance written notice to the other party. B. This Agreement may be terminated in whole or in part in the event of either party substantially failing to fulfill its obligations under this Agreement. No such termination will be affected unless the other party is given (1) written notice (delivered by certified mail, return receipt requested) of intent to terminate and setting forth the reasons specifying the non-performance, and not less than fifteen (15) calendar days to cure the failure; and (2) an opportunity for consultation with the terminating party prior to termination. DocuSign Envelope ID: 55462D67-AA36-492B-885C-598AFA2BCA56 158 City of Denton, Texas Contract 7347 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 6 of 19 C. If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services and shall render a final bill for services to the OWNER within thirty (30) days after the date of termination. The OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily performed and for reimbursable expenses to termination incurred prior to the date of termination, in accordance with Article V “Compensation.” Should the OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in providing information. The CONSULTANT shall turn over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination, but may maintain copies of such documents for its use. ARTICLE XII RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the OWNER shall not constitute, nor be deemed a release of the responsibility and liability of the CONSULTANT, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by the OWNER for any defect in the design or other work prepared by the CONSULTANT, its employees, subcontractors, agents, and consultants. ARTICLE XIII NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) days’ mailing: To CONSULTANT: To OWNER: Pure Technologies U.S. Inc. City of Denton William Clayton Coe Purchasing Manager –File 7347 2310 McDaniel Drive 901B Texas Street Carrollton, TX 75006 Denton, Texas 76209 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days’ mailing. ARTICLE XIV ENTIRE AGREEMENT This Agreement and related exhibits constitute the complete and final expression of this Agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, DocuSign Envelope ID: 55462D67-AA36-492B-885C-598AFA2BCA56 159 City of Denton, Texas Contract 7347 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 7 of 19 negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE XV SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. ARTICLE XVI COMPLIANCE WITH LAWS The CONSULTANT shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as those laws may now read or hereinafter be amended. ARTICLE XVII DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, sexual orientation, national origin or ancestry, age, or physical handicap. ARTICLE XVIII PERSONNEL A. The CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, or have any contractual relations with the OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. B. All services required hereunder will be performed by the CONSULTANT or under its supervision. All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services. ARTICLE XIX ASSIGNABILITY The CONSULTANT acknowledges that this Agreement is based on the demonstrated competence and specific qualifications of the CONSULTANT and is therefore personal as to the CONSULTANT. Therefore, the CONSULTANT shall not assign any interest in this Agreement, DocuSign Envelope ID: 55462D67-AA36-492B-885C-598AFA2BCA56 160 City of Denton, Texas Contract 7347 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 8 of 19 and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the OWNER. ARTICLE XX MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein. ARTICLE XXI MISCELLANEOUS A. The following exhibits are attached to and made a part of this Agreement: Exhibit A – RFP 7347-Lake Lewisville Pipeline Condition Assessment (on file at the purchasing office) Exhibit B – Consultant’s Scope of Services Offer and Project Schedule, Compensation Rate Sheet Exhibit C – Consultant’s Insurance Requirements What is called for by one exhibit shall be as binding as if called for by all. In the event of an inconsistency or conflict in this Agreement and any of the provisions of the exhibits, the inconsistency or conflict shall be resolved by giving precedence first to this Agreement then to the exhibits in the order in which they are listed above. B. This Agreement shall be governed by, construed, and enforced in accordance with, and subject to, the laws of the State of Texas or federal law, where applicable, without regard to the conflict of law principles of any jurisdiction. In the event there shall be any dispute arising out of the terms and conditions of, or in connection with, this Agreement, the party seeking relief shall submit such dispute to the District Courts of Denton County or if federal diversity or subject matter jurisdiction exists, to the United States District Court for the Eastern District of Texas-Sherman Division. C. For the purpose of this Agreement, the key persons who will perform most of the work hereunder shall be __________________. However, nothing herein shall limit CONSULTANT from using other equally qualified and competent members of its firm to perform the services required herein. D. CONSULTANT shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof. In accomplishing the projects, CONSULTANT shall take such steps DocuSign Envelope ID: 55462D67-AA36-492B-885C-598AFA2BCA56 Stacie Sandmann 161 City of Denton, Texas Contract 7347 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 9 of 19 as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the OWNER. E. The OWNER shall assist the CONSULTANT by placing at the CONSULTANT’s disposal all available information pertinent to the Project, including previous reports, any other data relative to the Project, and arranging for the access thereto, and make all provisions for the CONSULTANT to enter in or upon public and private property as required for the CONSULTANT to perform services under this Agreement. F. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. G. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. ARTICLE XXII INDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an independent contractor, not as an employee of the OWNER. CONSULTANT shall not have or claim any right arising from employee status. ARTICLE XXIII RIGHT TO AUDIT The OWNER shall have the right to audit and make copies of the books, records and computations pertaining to this agreement. The CONTRACTOR shall retain such books, records, documents and other evidence pertaining to this agreement during the contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within 10 business days of written request. Further, the CONTRACTOR shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to this agreement, and to allow the OWNER similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the OWNER unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the CONTRACTOR which must be payable within five business days of receipt of an invoice. Failure to comply with the provisions of this section shall be a material breach of this contract and shall constitute, in the OWNER’S sole discretion, grounds for termination thereof. Each of the terms "books", "records", "documents" and "other evidence", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. DocuSign Envelope ID: 55462D67-AA36-492B-885C-598AFA2BCA56 162 City of Denton, Texas Contract 7347 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 10 of 19 ARTICLE XXIV Prohibition On Contracts With Companies Boycotting Israel Supplier acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Supplier certifies that Supplier’s signature provides written verification to the City that Supplier: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXV Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Supplier certifies that Supplier’s signature provides written verification to the City that Supplier, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXVI CERTIFICATE OF INTERESTED PARTIES ELECTRONIC FILING In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) DocuSign Envelope ID: 55462D67-AA36-492B-885C-598AFA2BCA56 163 City of Denton, Texas Contract 7347 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 11 of 19 The OWNER must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. ARTICLE XXVII PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of Interest Questionnaire. IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and CONSULTANT has executed this Agreement through its duly authorized undersigned officer on this date______________________. CITY OF DENTON, TEXAS “OWNER” __________________________________ TODD HILEMAN, CITY MANAGER ATTEST: ROSA RIOS, CITY SECRETARY BY: _______________________________ Company Name, A TEXAS CORPORATION “CONSULTANT” _________________________________ BY: _______________________ ITS: __________________________________ TEXAS ETHICS COMMISSION CERTIFICATE NUMBER THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: ____________________________ DocuSign Envelope ID: 55462D67-AA36-492B-885C-598AFA2BCA56 2020-652149 Vice President John Galleher Director, Water & Wastewater Utilities Water Utilities Frank Pugsley 164 City of Denton, Texas Contract 7347 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 12 of 19 Exhibit A RFP 7347-LAKE LEWISVILLE PIPELINE CONDITION ASSESSMENT (on file at the Office of the Purchasing Agent) DocuSign Envelope ID: 55462D67-AA36-492B-885C-598AFA2BCA56 165 27-inch Water Supply Line COMPREHENSIVE CONDITION ASSESSMENT Prepared for: City of Denton Prepared by: Pure Technologies U.S. Inc. 2310 McDaniel Drive Carrollton, TX 75006 May 13, 2020 EXHIBIT B DocuSign Envelope ID: 55462D67-AA36-492B-885C-598AFA2BCA56 166 Comprehensive Conditions Assessment 27-inch Water Supply Line City of Denton Dallas, TX | 2310 McDaniel Drive | Carrollton, TX 75006 | Tel: (214) 377-5301 | puretechltd.com Table of Contents Introduction ..................................................................................................................................... 1 Pure Technologies U.S. Inc. .............................................................................................................. 1 Project Background ....................................................................................................................... 3 Project Approach – “Assess & Address” ......................................................................................... 4 Project Phases ............................................................................................................................... 5 Phase 1 - Site Reconnaissance and Project Planning ............................................................................. 5 Phase 2 - High-Frequency Pressure Monitoring .................................................................................... 5 Phase 3 - Identifying/locating Leak(s) and Gas Pocket(s) ...................................................................... 6 Phase 4 – Direct Measurement of Structural Integrity using Electromagnetic (EM) Inspection ......... 11 Phase 5 – Design Check & Pipe Performance Risk Curve(s) ................................................................. 16 Phase 6 - Report and Pipe-by-Pipe GIS Deliverable ............................................................................. 19 Phase 7 – Field Verification/Validation, Forensic Investigation and Report (if needed) ...................... 20 Assessing the 27-inch Raw Water Supply Line ................................................................................ 22 City of Denton Responsibilities ....................................................................................................... 22 Fee Schedule .................................................................................................................................. 23 Attachment A: Conditions of Engagement ..................................................................................... 26 DocuSign Envelope ID: 55462D67-AA36-492B-885C-598AFA2BCA56 167 Comprehensive Conditions Assessment 27-inch Water Supply Line City of Denton Dallas, TX | 2310 McDaniel Drive | Carrollton, TX 75006 | Tel: (214) 377-5301 | puretechltd.com 1 Introduction Pure Technologies U.S. Inc. (Pure Technologies) presents the following Scope of Services and associated fee schedule to conduct a comprehensive condition assessment of the City of Denton’s 27-inch Water Supply Line. The raw water supply line runs approximately 8.5 miles from Lake Lewisville north to the Denton Water Treatment Plant. The 27-inch water supply line is a bar wrapped pipe (BWP) material manufactured and installed in 1955. This document presents Pure Technologies’ technical approach to performing a comprehensive condition assessment of the 27-inch bar wrapped pipe water supply line. Pure Technologies U.S. Inc. Pure Technologies specializes in the condition assessment of critical pipeline infrastructure – supported by proprietary technologies developed for inspection of pressure pipelines, including water mains and wastewater force mains. Since 1993, Pure Technologies has been a world leader providing non-destructive testing and monitoring technologies to better understand the condition of critical pipeline infrastructure. We have performed inspections on over 16,000 miles of medium and large diameter water pipelines and more than 800 miles of wastewater force mains for more than 120 utilities worldwide. Excavations of pipe sections identified as problematic through Pure Technologies’ inspection methodologies have validated our technologies and capabilities to assess pipeline infrastructure. Our philosophies with respect to managing critical pressure pipelines include: 1. Assess and Address: Pure Technologies strives to maintain existing pipelines (rather than recommend their replacement) through an “Assess and Address” approach. Performing condition assessment and repairing only individual pipes that need repair can safely extend the service life of pipelines and provide significant cost savings. On average, a comprehensive condition assessment and repair program can typically be implemented for less than 10% of the capital costs to replace a pipeline. 2. Return on Investment: One of Pure Technologies’ key philosophies is that the project should provide “reliable” and “actionable” data and information with tangible benefits. If this is accomplished, the Client will easily recognize a return that is far greater than their investment and gain the public’s confidence, especially if any one of these three key benefits is realized: A comprehensive condition assessment and repair program can typically be implemented for less than 10% of the capital costs to replace a pipeline. DocuSign Envelope ID: 55462D67-AA36-492B-885C-598AFA2BCA56 168 Comprehensive Conditions Assessment 27-inch Water Supply Line City of Denton Dallas, TX | 2310 McDaniel Drive | Carrollton, TX 75006 | Tel: (214) 377-5301 | puretechltd.com 2 i. Averting Pipe Failure: Identify what immediate repairs are necessary to avert imminent pipeline failures. ii. Extending the Life of Pipelines: Without an understanding of the condition of a pipeline asset, many utilities have prematurely replaced pipelines. EPA has estimated that 70% to 90% of the pipe removed from the ground has remaining life. Condition assessment and subsequent targeted repairs should provide confidence in a pipeline to extend its service life. iii. Improved Capital Planning: Understanding the condition of a pipeline will provide significantly improved capital planning recommendations for future pipeline management and renewal projects. 3. Obtaining a Comprehensive Assessment: Obtaining a comprehensive assessment, especially for high risk pipelines, is important. Other case studies have demonstrated that too much emphasis can be placed on pursuing an inexpensive condition assessment program while overlooking the level of actionable information that can be obtained. The least expensive technology may not provide the best value or most cost-effective pipeline solution. If an inspection does not provide defensible or actionable data, it can lead to pipeline failures or incorrectly allocated capital funds replacing the wrong pipelines at the wrong time; easily eliminating the savings that were expected by deploying a less expensive condition assessment tool. According to an American Water Works Association Research Foundation Study, the average cost of a large diameter pipeline failure is $500,000 to $1,500,000. The costs can be significantly higher in urban areas. 4. Risk Based Condition Assessment: Pure Technologies is a firm believer that a risk-based approach should be used to perform condition assessment and of critical pipelines. There is no silver bullet technology that applies to all pipelines. In general, low resolution technologies are appropriate for low risk pipelines. However, for high risk pipelines, a high degree of reliability is essential and higher resolution tools are prudent to provide a more comprehensive understanding of the pipeline. DocuSign Envelope ID: 55462D67-AA36-492B-885C-598AFA2BCA56 169 Comprehensive Conditions Assessment 27-inch Water Supply Line City of Denton Dallas, TX | 2310 McDaniel Drive | Carrollton, TX 75006 | Tel: (214) 377-5301 | puretechltd.com 3 Project Background The 27-inch Raw Water Supply Line originates at the Lake Lewisville Pump Station and runs approximately 8.5 miles north to the City of Denton’s Water Treatment Plant> After leaving the pump station, the 27-inch bar wrapped pipe water supply line runs under IH-35 and then north along the Denton County Transportation Authority’s railway track. The 27-inch bar wrapped pipe was manufactured in 1955 and is assumed to have been installed in 1955-1956. An aerial photograph displaying the approximate location of the 27-inch raw water supply line is presented below in Figure 1. Figure 1. Aerial photograph showing the approximate location of the 27-inch BWP Raw Water Supply Line DocuSign Envelope ID: 55462D67-AA36-492B-885C-598AFA2BCA56 170 Comprehensive Conditions Assessment 27-inch Water Supply Line City of Denton Dallas, TX | 2310 McDaniel Drive | Carrollton, TX 75006 | Tel: (214) 377-5301 | puretechltd.com 4 Project Approach - “Assess & Address” Condition Assessment Approach for Bar Wrapped Pipe Water Mains As presented earlier, the proposed overall approach to assessing pressure pipelines consists of a risk-based approach that Pure Technologies calls Assess and AddressTM. The goal of this approach is to identify and rehabilitate high risk pipes before they fail, which significantly increases the remaining useful life of the pipeline at a fraction of the total replacement cost and avoids pipeline failure. A “comprehensive” condition assessment typically includes a combination of technologies and methodologies, each serving as a complementary component in addressing a comprehensive evaluation as to a pipeline’s ability to perform. For the comprehensive assessment of the 27-inch BWP raw water supply line, Pure Technologies is proposing to include the following: review of existing information, a site reconnaissance, meetings with City of Denton operations and engineering, and development of a detailed project planning document addressing all phases of the project; a workshop with the City of Denton to review the project planning document and insure that all parties involved clearly understand their roles and responsibilities; continuous high-frequency pressure monitoring to identify potential sources of transient events and/or cyclical loading conditions; performing a baseline pipeline inspection using a combination of technologies and delivery platforms to address the appropriate level of risk to include: o an inspection utilizing a free-swimming internal acoustic technology (SmartBall®) to identify and locate existing leak and gas (air) pockets, and o an electromagnetic (EM) inspection using a long-range Robotic unit and/or a free- swimming PipeDiver® delivery platform to assess the structural integrity of each pipe within the water main. a structural evaluation of the pipe design as compared to AWWA design standards or other applicable standards in effect at the time of manufacture, as well as the current design standards; developing Pipe Performance Risk Curves for each pipe design; and a final report including: o the results of all technology inspections, o a risk assessment and ranking of distressed pipes based on likelihood of failure, o a pipe-by-pipe geospatial GIS deliverable DocuSign Envelope ID: 55462D67-AA36-492B-885C-598AFA2BCA56 171 Comprehensive Conditions Assessment 27-inch Water Supply Line City of Denton Dallas, TX | 2310 McDaniel Drive | Carrollton, TX 75006 | Tel: (214) 377-5301 | puretechltd.com 5 Each phase of a “comprehensive” condition assessment is presented in greater detail below. Project Phases Phase 1 - Site Reconnaissance and Project Planning Pure Technologies will conduct a site reconnaissance, review existing pipeline drawings, meet with the City of Denton’s operations personnel, evaluate design specifications, hydraulic conditions, manufacturing and installation details which will be used in planning the condition assessment and verifying the appropriate inspection/testing technologies and engineering analysis. Any unexpected pipeline features or missing information identified in the process of the review will be noted and discussed with the City. A workshop with the City of Denton will culminate the planning process, with all parties understanding roles and project requirements prior to Pure Technologies mobilizing on site. Phase 2 - High-Frequency Pressure Monitoring Hydraulic pressure transients occur in pipelines when the steady-state conditions of the system change due to pressure or flow disturbances (e.g. the rapid closure of a valve, pump start- up/shutdown, etc.). The magnitude of a transient is related to several factors including the flow rate within the pipeline, the time in which the change in the steady-state condition occurs, and pipe hoop rigidity. During the change, the kinetic energy of the flow momentum is converted into potential energy with a rise in pressure and strain energy in the pipe wall. Conventional pressure monitors typically collect data in intervals of minutes while a pressure transient may occur in a fraction of a second. When a transient occurs in the pipeline, it is important that a high rate of sampling be utilized to capture the true magnitude of the transient event. High-frequency pressure monitoring equipment addresses the sampling rate issue by continuously monitoring pressure at a high sample rate up to 256 Hz or 256 times per second). Figure 2 illustrates the difference between conventional and high-frequency pressure monitoring. Figure 2: Comparison of Traditional (in yellow) and High-Frequency (in blue) Pressure Monitoring Data DocuSign Envelope ID: 55462D67-AA36-492B-885C-598AFA2BCA56 172 Comprehensive Conditions Assessment 27-inch Water Supply Line City of Denton Dallas, TX | 2310 McDaniel Drive | Carrollton, TX 75006 | Tel: (214) 377-5301 | puretechltd.com 6 The yellow trend line in the figure shows the pressure data recorded at a sample rate of one reading per minute. Based on conventional pressure monitoring, the internal pipeline pressure ranges between 25 and 50 psi, which is well below the pipe design pressure of 250 psi (green horizontal line). However, when the high-frequency pressure monitor data, recorded at a sample rate of more than 100 samples per second (blue trend line) is analyzed, a significant transient event can be seen that reaches nearly 240 psi. Further evaluation of available pump station operational data indicated that the transient coincided with a rapid pump shutdown. If a pipeline owner/operator relies solely on conventional pressure monitoring, the actual pressures impacting a pipeline may not be detected thereby limiting an accurate structural evaluation, condition assessment, and operational awareness. Why implement Transient Pressure Monitoring? Collection of transient pressure data is critical in the hydraulic evaluation of a pipeline’s performance and can add significant value to the condition assessment. The occurrence of pressure transients within a pipeline can have adverse effects on the integrity of a pipe section. Damage from pressure transients can include cracking of the cement mortar coating and /or lining, crack propagation, movement at joints and structural fatigue. The impact of pressure transients can vary depending on the magnitude of the transient and current condition of the pipe. Accumulated damage of this nature can eventually decrease the structural integrity of the pipe. Understanding the maximum pressure (operating + transient) experienced in the pipeline, allows for optimal utilization of the Pipe Performance Risk Curve when assessing the potential risk of failure for distressed pipes identified as part of the condition assessment inspections. Implementation of continuous high-frequency pressure monitoring also measures the true impact of various system operations on a pipeline and can help validate and calibrate a hydraulic surge model. Phase 3 - Identifying/locating Leak(s) and Gas (Air) Pocket(s) As part of the baseline inspection, Pure Technologies typically inspects each pipeline for leaks and pockets of trapped gas (air) pockets. Whereas leaks indicate an obvious concern, air pockets can also be a major concern - restricting flow capacity in a pipeline. Because the sound created by leaks in large diameter pipelines attenuate much more rapidly (versus smaller diameter pipe), conventional external leak detection using listening mics and correlators is typically not feasible. Transmission mains also do not provide enough “touch” points at which external listening mics or correlators can detect most leaks. Because of these limitations associated with conventional external leak detection, Pure Technologies utilizes an internal acoustic leak and gas pocket detection technology that allows DocuSign Envelope ID: 55462D67-AA36-492B-885C-598AFA2BCA56 173 Comprehensive Conditions Assessment 27-inch Water Supply Line City of Denton Dallas, TX | 2310 McDaniel Drive | Carrollton, TX 75006 | Tel: (214) 377-5301 | puretechltd.com 7 the acoustic sensor to pass directly by a leak. Given the sensitivity of the internal acoustic system, Pure Technologies can detect leaks less than 0.1 gallons per minute. The internal acoustic leak detection systems require a minimum operating pressure in the pipeline of 15 to 20 psi. The higher the pressure in the pipeline, the lower the detection level. The pressure does not affect the technology’s ability to detect gas pockets. Pure Technologies is proposing to utilize a free-swimming internal acoustic device called “SmartBall®” to identify and locate leaks and gas (air) pockets in each water supply line. Additional information regarding the SmartBall is presented below. SmartBall® Free Swimming Device Pure Technologies’ patented SmartBall technology is a free-swimming device that consists of a foam ball that envelops a water- tight aluminum sphere (approximately 2-½ inches in diameter) that contains instrumentation and a power source. The inner core contains the battery power source, as well as an acoustic sensor, microprocessor, ultrasonic transmitter to track the device, an accelerometer to measure the rotation of the ball and a magnetometer to assist in identifying features along the pipeline. The device is inserted into a live and flowing pipeline and released to allow the flow to roll it downstream. The SmartBall is designed to roll on the bottom of the pipe, which allows the accelerometer to record the rotations of the device, which in turn aids in establishing its velocity and placement of the device at any given time during the survey. The compressible foam outer ball allows for insertion through any existing 4-inch diameter outlet. The outer foam material deadens any sound the tool may make while rolling on the bottom of the pipeline and provides mass by which the device is pushed by the flow of the water. While the ball is traversing the pipeline, it continuously records all acoustic activity in the pipeline. Because signals generated by an electromagnetic inspection of bar wrapped pipe (BWP) may be partially masked at the joint rings where the metallic mass increases due to the thicker steel bell and spigot that overlap, the SmartBall will identify if any leaks have occurred at the joint due to a Figure 3: SmartBall and SmartBall Tracking System DocuSign Envelope ID: 55462D67-AA36-492B-885C-598AFA2BCA56 174 Comprehensive Conditions Assessment 27-inch Water Supply Line City of Denton Dallas, TX | 2310 McDaniel Drive | Carrollton, TX 75006 | Tel: (214) 377-5301 | puretechltd.com 8 rolled gasket, a slightly opened or pulled joint and/or possible corrosion through the cylinder because of poor exterior mortar protection and/or a poor quality weld between the steel cylinder and thicker joint rings. Insertion The SmartBall tool is typically inserted through a 4-inch or 6-inch gate valve into an active pipeline, as illustrated in Figure 4. In instances where a hot tap is required to provide access, Pure Technologies requires a six (6) inch tap. The gate valve for insertion is mounted on the top of the pipe, without any bends in the riser connecting the valve to the pipeline. The minimum internal diameter of the opening from the gate valve to the pipe must not be less than 4-inches or the insertion equipment will not pass through. A minimum of 4 feet overhead clearance is required above the top of the insertion valve flange. Extraction The SmartBall tool is typically extracted from the pipeline by inserting an expandable, retractable extraction net deployed into the flow of the pipeline. The ball, which is rolling along the bottom of the pipe, will be caught in the net and retrieved from the active pipeline, as illustrated in Figure 5, below. Figure 4: SmartBall Insertion DocuSign Envelope ID: 55462D67-AA36-492B-885C-598AFA2BCA56 175 Comprehensive Conditions Assessment 27-inch Water Supply Line City of Denton Dallas, TX | 2310 McDaniel Drive | Carrollton, TX 75006 | Tel: (214) 377-5301 | puretechltd.com 9 The standard extraction net can be inserted through a 4-inch or 6-inch gate valve into the active pipeline. Again, if a hot tap is required to provide access, Pure Technologies will require a 6-inch hot tap. The gate valve must be oriented vertically off the top portion of a flat section of pipeline (flat and straight for a minimum of 30 feet before the extraction site). The minimum internal diameter of the opening from the gate valve to the pipe must not be less than 4-inches or the extraction equipment will not pass through. At least 16 feet of headroom is required above the top of the gate valve to extract the ball from. Pure must be made aware of any additional valves nearby the planned extraction site. SmartBall Tracking Receivers (SBRs) Pure Technologies utilizes proprietary SmartBall tracking receivers (SBR’s), as shown previously in Figure 3, to track the location of the device as it travels through the pipeline. The SBR’s utilize a small sensor that is applied to the outer surface of a metallic surface in direct contact with the fluid column. Prior to the inspection, SBR tracking sensors will be installed along the pipeline to allow for the SBRs to track the position of the SmartBall as it travels through the pipeline. The SBRs perform best when attached directly to the metal surfaces of pipeline appurtenances, such as existing air release valves, flanges, valves or any other contact points on the pipe. At these locations, Pure Technologies’ staff will adhere the requisite number of acoustic sensors on the pipe for the duration of the survey. To achieve a desired locating resolution of plus or minus three (3) feet for any leaks and/or air pockets identified, Pure Technologies prefers that SBR tracking locations be spaced 2,500 to 3,500 feet apart. Details for installing SBR’s will be included in the Project Planning document prior to the inspection. Figure 5: SmartBall Extraction DocuSign Envelope ID: 55462D67-AA36-492B-885C-598AFA2BCA56 176 Comprehensive Conditions Assessment 27-inch Water Supply Line City of Denton Dallas, TX | 2310 McDaniel Drive | Carrollton, TX 75006 | Tel: (214) 377-5301 | puretechltd.com 10 Pure Technologies will evaluate the use of existing appurtenances for installation of the SBR tracking sensors and will advise as to the need for any vacuum extraction “pothole” excavations that may be necessary to provide necessary SBR tracking locations. These locations will be field verified to avoid existing utilities and roadways and summarized in the Project Planning document. Flow Requirements The SmartBall tool requires a minimum pipeline liquid average velocity of 1 to 3 feet per second (fps). The inspection rate is approximately 70% of average liquid velocity. The City of Denton staff will control the flow rate to confirm the requisite velocity during tool deployment. The existence of any bottom outlets, off-takes or inline valves must be brought to the attention of Pure Technologies when planning the inspection. All in-line valves located along the length of the pipeline must be fully opened prior to inspection. Any off-take lateral valves must be assessed in advance of the field inspection and shall be fully closed during the inspection. Pipeline Pressures City of Denton staff will operate the system to maintain pipeline pressures as necessary to accommodate system requirements. Approximate pressure measurements may be requested during inspection. Pressure in the pipeline should not be less than 20 psi at any time. Data Analysis & Reporting Once the SmartBall is retrieved, the recorded data is downloaded and analyzed by experienced data analysts. The SmartBall report will identify and locate all leaks and gas (air) pockets in each pipeline. Whereas the benefits of finding and repairing leaks is obvious, many utilities have become more aware of the importance of eliminating gas (air) pockets in the line, as they can reduce capacity in the line and increase energy consumption required for pumping. Gas (air) pockets will also exacerbate the effect of any transient events that may be occurring in a pipeline. Figure 6. Tracking at a pothole location. Note the 8-inch green PVC sleeve and cap installed as part of the vacuum extraction excavation process. DocuSign Envelope ID: 55462D67-AA36-492B-885C-598AFA2BCA56 177 Comprehensive Conditions Assessment 27-inch Water Supply Line City of Denton Dallas, TX | 2310 McDaniel Drive | Carrollton, TX 75006 | Tel: (214) 377-5301 | puretechltd.com 11 Phase 4 – Direct Measurement of Structural Integrity using Electromagnetic (EM) Inspection Over the years, bar wrapped pipe has been called various names, including pre-tensioned concrete cylinder pipe (P303), concrete cylinder pipe (CCP), rod wrapped pipe and C303 pipe. The proper name is Bar-Wrapped Pipe (BWP). The minimum design and manufacturing requirements are covered by the AWWA C303 standard. BWP is comprised of a welded steel cylinder that serves as a watertight membrane and works together with steel reinforcing bars wrapped under tension around the cylinder to provide strength. An internal cement mortar lining and external cement mortar coating provide corrosion protection to the steel components. BWP is essentially designed as a steel pipe with mild steel used to manufacture the steel cylinder and steel bars. BWP utilizes a cement mortar coating placed over the steel cylinder and bars to protect the pipe. The coating places the steel in an alkaline environment that prohibits corrosion. If the coating deteriorates or is damaged due to improper handling, operations, aggressive environments, etc., the alkaline environment will be compromised which may lead to corrosion of the steel cylinder and bars. As these elements corrode, the steel cylinder and bars will pit, thereby reducing the effective area of steel. If corrosion continues to progress, the pipe will likely develop a small, non-visible leak, which will grow with time. Eventually a large visible leak or a pipe failure will occur. Figure 7: Cross section of bar wrapped pipe Figure 8: Examples of BWP deterioration: crack, extensive Corrosion, delamination and leakage DocuSign Envelope ID: 55462D67-AA36-492B-885C-598AFA2BCA56 178 Comprehensive Conditions Assessment 27-inch Water Supply Line City of Denton Dallas, TX | 2310 McDaniel Drive | Carrollton, TX 75006 | Tel: (214) 377-5301 | puretechltd.com 12 There are two important aspects to note regarding the deterioration of BWP: 1. Broken bars: there may or may not be broken bars, as corrosion and deterioration can begin on the bars or on the cylinder. 2. Ductile failure: since the structural elements of BWP consist of mild steel, a brittle (sudden) failure is highly improbable. Rupture can occur; however, it usually takes place after an extended period of deterioration, usually preceded by leakage. This has been anecdotally contradicted in field observations, where reported sudden failures have occurred; however, in these cases, it is likely that the pipe was previously leaking for an extended period, but the leak was unnoticed. Evaluating the condition of BWP involves a combination of technologies and techniques to identify the various signs of deterioration. Signs of deterioration can include degradation of the bars and steel cylinder, leakage, concrete cracking, spalling and deflection. Electromagnetic (EM) Inspection of Steel Pipe and Bar Wrapped Pipe Pure Technologies’ patented EM system can detect wall loss due to corrosion on the steel pipe and the steel cylinder of BWP, as well as the broken bars on BWP. It is reasonable to expect that the bars on BWP can be severely corroded but not yet broken. Since the EM system can only detect broken bars and not partially corroded bars, inspections where no broken bars are detected does not necessarily indicate that the pipe is structurally sound. With BWP, corrosion can begin on the bar or on the cylinder. Although the EM system cannot detect corrosion alone, it can identify areas of corrosion that has resulted in significant wall loss, including large holes in the cylinder or areas where significant cylinder perforation has occurred. The size depends on the pipe class, diameter and number of detectors. EM technology identifies regions of wall loss on the steel pipe/cylinder along the full alignment of a pipeline. An exciter coil generates an electromagnetic field that then diffuses into the pipe wall. If the pipe wall thickness is consistent (i.e. no wall loss), this field remains relatively constant as determined by signals captured by receiver coils on the delivery platform that are positioned around the internal circumference of the pipe. In the presence of wall loss (corrosion), changes in the field are detected by the receiver coils and later identified as wall loss during the analysis of the data. EM inspections evaluate the electromagnetic signature over the pipe wall to identify anomalies that are produced by variations in the cylinder thickness due to wall loss or manufacturing defects. Various characteristics associated with an electromagnetic anomaly (length, magnitude, phase shift, etc.) are evaluated to provide an estimate of the size and depth of the anomaly. DocuSign Envelope ID: 55462D67-AA36-492B-885C-598AFA2BCA56 179 Comprehensive Conditions Assessment 27-inch Water Supply Line City of Denton Dallas, TX | 2310 McDaniel Drive | Carrollton, TX 75006 | Tel: (214) 377-5301 | puretechltd.com 13 The expected resolution of the EM inspection technology depends on the proximity of the detectors to the area of wall loss and the spacing of those sensors around the circumference of the pipe. For the 27-inch water supply line, the minimum defect size for detection is approximately 3-in x 3-in x 30% loss. This means that the pipe will be fully scanned circumferentially and longitudinally for defects this size and larger. It is possible that defects that are smaller that this will be detected if they pass directly under a detector. Pure Technologies recommends a thorough validation and calibration process for any technology implemented over the course of the project. Test pits will serve to allow for external verification of wall thickness to validate the results of any inspection and provide an opportunity to further document the actual condition and environment of the pipeline. Direct access to the exterior of the pipe will also allow for the collection of soil or material samples, identification of issues with bedding or settlement, visual examination of the exterior coating and for wall thickness measurements to be taken. Figure 9. 70% Wall Loss on 20-inch steel cylinder identified by EM inspection Amp contour 32 34 36 38 40 42 44 46 48 50 2 4 6 8 10 12 Phs contour 32 34 36 38 40 42 44 46 48 50 2 4 6 8 10 12 Figure 10. Bar Breaks/cylinder corrosion on BWP identified using EM Inspection Joint Bar Breaks & Wall Loss Joint Figure 11. Examples of distressed bar wrapped pipe identified by EM inspection DocuSign Envelope ID: 55462D67-AA36-492B-885C-598AFA2BCA56 180 Comprehensive Conditions Assessment 27-inch Water Supply Line City of Denton Dallas, TX | 2310 McDaniel Drive | Carrollton, TX 75006 | Tel: (214) 377-5301 | puretechltd.com 14 Delivery Platforms for EM Inspection The EM inspection technology can be deployed using one of three delivery platforms: manned cart, long-range multi-sensor robotic unit and/or a free-swimming PipeDiver® tool. Because manned cart applications can only be performed in pipe diameters 36-inch and larger, Pure Technologies is limited to conducting the electromagnetic inspection using the long-range robotic system and/or the free-swimming PipeDiver tool. Free-Swimming PipeDiver PipeDiver is a free-swimming device consisting of a battery module, electromagnetic exciter with multiple detectors (receivers), and a tracking module. The PipeDiver is typically deployed and captured under temporary de-pressurized conditions. Once inside the line, PipeDiver will travel with the water flow until it reaches a predetermined extraction point. For the EM inspection of bar wrapped pipe, Pure Technologies utilizes two different PipeDiver EM configurations. A “24D” PipeDiver unit utilizes a 24- detector circumferential array designed to identify regions of wall loss on the steel cylinder of the BWP along the full alignment of a pipeline. A “Standard” PipeDiver utilizing a 6-detector array configured is used to identify and locate broken reinforcing bars on the 27- inch BWP water line. For the steel cylinder, an exciter coil generates an electromagnetic field that then diffuses into the pipe wall. If the pipe wall thickness is consistent (i.e. no wall loss), this field remains relatively constant as determined by signals captured by receiver coils on the delivery platform that are positioned around the internal circumference of the pipe. In the presence of wall loss (corrosion), changes in the field are detected by the receiver coils and later identified as wall loss during the analysis of the data. EM inspections evaluate the electromagnetic signature over the pipe wall to identify anomalies that are produced by variations in the cylinder thickness due to wall loss or manufacturing defects. Various characteristics associated with an electromagnetic anomaly (length, magnitude, phase shift, etc.) are evaluated to provide an estimate of the size and depth of the anomaly. The expected resolution of the EM inspection technology depends on the proximity of the detectors to the area of wall loss and the spacing of those sensors around the circumference of the pipe. Figure 12. PipeDiver EM with 24-Detector Array for BWP DocuSign Envelope ID: 55462D67-AA36-492B-885C-598AFA2BCA56 181 Comprehensive Conditions Assessment 27-inch Water Supply Line City of Denton Dallas, TX | 2310 McDaniel Drive | Carrollton, TX 75006 | Tel: (214) 377-5301 | puretechltd.com 15 Tracking of the PipeDIver EM Tool PipeDiver location is tracked from above ground using proprietary SBR tracking sensors (refer to discussion on SmartBall) attached to the pipe or accessible pipeline appurtenances. Verification as to the accessibility and acceptability for attaching at these locations is determined as part of our advanced site reconnaissance and preparation of the project planning document prior to performing any field work. In instances where reasonable locations for attachment of the tracking sensors is not available, access points that can be provided utilizing vacuum extraction methods to create an 8-inch access chamber to the surface of the exterior pipe wall. Insertion and Extraction of the PipeDiver EM Tool The PipeDiver will be inserted into the water line during a temporary shutdown of flow in the line. Once inserted into a force main, the PipeDiver will be held in place using a “lasso” configuration until such time that the required pressure and flow velocity are established; at which time the PipeDiver would be released. To ensure reliability and repeatability of data collected by the 24D PipeDiver, Pure Technologies conducts two (2) inspection runs as standard operating procedure. Only one inspection run using the standard PipeDiver to assess reinforcing bars is required. A consistent flow velocity between 1 to 3 fps is typically acceptable when running the standard PipeDiver; however, the 24D PipeDiver requires a consistent 1 fps flow velocity. A net that will stop the PipeDiver tool at the end of inspection can also be installed (during a brief shutdown and de-pressurization) into the pipeline to accommodate retrieval of the PipeDiver. Once the PipeDiver is captured in the net, a second depressurization is required to remove the tool and net from the pipeline through a minimum 16-inch access. Figure 13: “Lasso” configuration used when deploying the PipeDiver under de-pressurized conditions. DocuSign Envelope ID: 55462D67-AA36-492B-885C-598AFA2BCA56 182 Comprehensive Conditions Assessment 27-inch Water Supply Line City of Denton Dallas, TX | 2310 McDaniel Drive | Carrollton, TX 75006 | Tel: (214) 377-5301 | puretechltd.com 16 Figures 14 and 15 show a capture net and a configuration of the de-pressurized extraction net system. In addition to using the capture net, Pure Technologies can also capture the tool when it discharges to open atmosphere and coordinate with the pump operator to stop flow as the PpeDiver nears an extraction location and the unit can be retrieved by a remote operated vehicle. Data Analysis and Reporting Upon collection and verification of acceptable data for each run, Pure Technologies. Specialized data analysis will evaluate the data and identify distressed pipes and other anomalies. The analysis and reporting of the results typically take 12 to 14 weeks. In addition to proving all results in a detailed Excel spreadsheet for each pipe, Pure Technologies also presents the findings in a pipe-by-pipe geo-spatial GIS deliverable. Figure 15: Configuration of de-pressurized extraction net system. Figure 14: Capture Net for de-pressurized extraction DocuSign Envelope ID: 55462D67-AA36-492B-885C-598AFA2BCA56 183 Comprehensive Conditions Assessment 27-inch Water Supply Line City of Denton Dallas, TX | 2310 McDaniel Drive | Carrollton, TX 75006 | Tel: (214) 377-5301 | puretechltd.com 17 Long-Range Robotic EM Unit Pure Technologies is also able to utilize our long-range, multi-sensor robotic delivery platform to perform electromagnetic inspection of the 27-inch water supply line. Photographs of the robotic unit equipped with the 24-detector array are presented in Figures 16 and 17 below. The robotic unit is designed to operate in fully submerged conditions and can be equipped with a high-definition pan-tilt-zoom camera. It also can be equipped with multiple sensor technologies such as laser and SONAR profilers, as well as an inertial mapping unit capable of 3D mapping. As with the PipeDiver delivery platform, EM inspection of metallic pipelines requires two inspection passes to assure reliability and repeatability. The robotic unit is equipped with a 9,000-foot tether; however, the actual inspected distance will vary depending on the pipeline configuration (i.e., in-line valves, bends, slopes, etc.) and interior pipeline condition (i.e., debris, sediment accumulation, bio-film, etc.). The robotic unit requires a minimum 18-inch diameter access for deployment in a 27-inch pipeline. The quality of the high-definition pan-tilt-zoom camera will depend on the clarity in the water. The turbidity in raw water often prevents a clear viewing of the interior pipe wall. Phase 5 – Design Check & Pipe Performance Risk Curve(s) For the 27-inch BWP water supply line, Pure Technologies will conduct an evaluation of the existing pipe to verify that the pipe was manufactured in accordance with the design parameters established in AWWA Standard C303 at the time the pipe was manufactured, as well as compared to current C303 Standard. Figure 16 and 17: Robotic unit equipped with 24-detector EM array. DocuSign Envelope ID: 55462D67-AA36-492B-885C-598AFA2BCA56 184 Comprehensive Conditions Assessment 27-inch Water Supply Line City of Denton Dallas, TX | 2310 McDaniel Drive | Carrollton, TX 75006 | Tel: (214) 377-5301 | puretechltd.com 18 While the electromagnetic inspection described herein will provide reliable data on reinforcing bar breaks and cylinder wall loss due to corrosion, the challenge associated with assessing and managing distressed pipe is determining what level of distress (i.e., combination of broken reinforcing bars and cylinder corrosion) creates an unacceptable level of risk, thereby requiring repair and/or replacement actions. Pure Technologies uses 3D finite element analysis (FEA) to develop a structural model based on the pipe design and incorporating hydraulic evaluation data that provides a decision-making tool – “Pipe Performance Curve” - for the management of a bar wrapped pipe main. Based on the Pipe Performance Curve results, distress in a pipe may be present, but this may not require the immediate rehabilitation or replacement of the pipe section allowing for management and/or monitoring deterioration. Pure Technologies can develop a Pipe Performance Curve for each design class of BWP that is found to be in distress. If the original pipe manufacturer’s design and lay drawings are not available, Pure Technologies can conduct a physical inspection of the pipe to measure reinforcing bar diameter and spacing, as well as the cylinder wall thickness (using non- destructive UT measurement). These curves can be used to determine how close a distressed pipe is relative to the yield and strength limits based on the operational and surge pressure identified using transient pressure monitoring. If no surge data is available, Pure Technologies can utilize the allowable design factor in AWWA C303. Figure 18: 3D FEA used to determine Pipe Performance Curves for each class of distressed pipe. Figure 19. Example of a BWP Pipe Performance Curve DocuSign Envelope ID: 55462D67-AA36-492B-885C-598AFA2BCA56 185 Comprehensive Conditions Assessment 27-inch Water Supply Line City of Denton Dallas, TX | 2310 McDaniel Drive | Carrollton, TX 75006 | Tel: (214) 377-5301 | puretechltd.com 19 Phase 6 - Report and Pipe-by-Pipe GIS Deliverable Following completion of all field inspections and data analysis, Pure Technologies will submit a draft report presenting the results of the high-frequency pressure monitoring, the SmartBall leak and gas pocket inspection and the electromagnetic inspection. The report will address the results of any high-frequency pressure monitoring that identifies any transient events and/or cyclical loading on the pipeline, along with the results from any subsequent investigations with the City to determine the cause of any pressure anomaly. The report will identify the location of all leaks and/or gas (air) pockets identified by the SmartBall inspection, including the approximate size of the leak and/or length of the gas (air) pockets. Leaks are reported in terms of Small (9 to 2 gpm), medium (2 to 10 gpm) and large (greater than 10 gpm). The report will list all pipes within a given pipeline including a description as to the extent of distress (i.e., bar breaks, wall loss, and miscellaneous anomalies) on each pipe. Any distress will be identified axially on the pipe. Wall loss will also be identified and displayed circumferentially on the pipe. Should distressed pipes of concern be identified, Pure Technologies can utilize the Pipe Performance Curve(s) as may be applicable and evaluate distressed pipes to determine how close a distressed pipe is relative to the yield and strength limits based on the projected operational and surge pressure. The draft report may also include recommendations for specific pipes to be repaired or replaced. In addition to providing the electromagnetic results in a line item (by pipe) summary spreadsheet, the pipeline and corresponding EM inspection results will can be incorporated into a pipe-by-pipe geospatial GIS representation of the pipeline. All inspection information will then be associated with this pipeline representation and displayed via an ESRI Shapefile, geodatabase, KML or other geospatial format compatible with the Client’s GIS or mapping system. After submittal of the draft report and receipt of comments or edits from the City of Denton, Pure Technologies will finalize the report and present to the City at a Workshop. Figure 20: Geospatial GIS displays pipe-by-pipe location along with inspection results DocuSign Envelope ID: 55462D67-AA36-492B-885C-598AFA2BCA56 186 Comprehensive Conditions Assessment 27-inch Water Supply Line City of Denton Dallas, TX | 2310 McDaniel Drive | Carrollton, TX 75006 | Tel: (214) 377-5301 | puretechltd.com 20 Phase 7 - External Inspection/Verification and Forensic Evaluation Pure Technologies is available to assist in the external inspection and forensic analysis of pipes that are excavated and exposed by the City of Denton. Pure Technologies will furnish an Engineer to visually assess the exterior of the exposed pipe, including the exposed joints at each end to verify the presence of corrosion or other distress. Pure Technologies’ engineer may sound the exterior cement coating to identify potential delamination of the exterior coating and will collect soil and groundwater (if present) samples adjacent to the pipe. If broken or corroded reinforcing bars are present and exposed, our engineer may also collect samples of the reinforcing bars and the exterior cement mortar. The engineer will also utilize UT technology to measure the thickness of the steel cylinder. All material samples will be sealed and held pending laboratory analysis on approval by the City. All findings will be included in a separate report. Assessing the 27-inch Steel Water Supply Line The following discussion addresses delivery platform alternatives and logistical support requirements that may be necessary to assure a successful condition assessment of the 27-inch raw water supply line. Site Reconnaissance & Project Planning Document Pure Technologies will require that the City of Denton provide personnel and equipment to accompany our project team during a site reconnaissance of the entire 27-inch water supply line. The City will need to afford Pure Technologies’ personnel access to all appurtenances on the pipeline, including access manholes and air relief valves. Pure Technologies requests that each of the air relief valves be assessed and repaired/replaced as necessary to insure operability in advance of the field inspections. Pure Technologies’ Wachs Water Services Division is available to assess and repair/replace air relief valves. Any required materials and/or replacement air relief valves to be furnished by the City. High-Frequency Pressure Monitoring Pure Technologies will furnish and install a high-frequency pressure monitor on the pipeline near the pump station for a period of 30-days. The City will need to furnish a ¼-inch threaded outlet on which we can install the pressure monitoring unit. Pure Technologies will identify a potential access location as part of the site reconnaissance and project planning. If there is no readily available access, Pure Technologies may be able to provide the required access in conjunction with the adaptor utilized to insert the SmartBall tool. DocuSign Envelope ID: 55462D67-AA36-492B-885C-598AFA2BCA56 187 Comprehensive Conditions Assessment 27-inch Water Supply Line City of Denton Dallas, TX | 2310 McDaniel Drive | Carrollton, TX 75006 | Tel: (214) 377-5301 | puretechltd.com 21 SmartBall Leak & Gas Pocket Inspection The City will need to furnish a minimum 4-inch access equipped with a 4-inch full bore valve or immediately downstream of the pump station via which to insert the SmartBall under live conditions. If there is no readily available access at the pump station Pure Technologies may be able to utilize the existing ARV at Station 00+80. The typical ARV configuration detailed in Freese and Nichols pipeline drawings show an 18-inch flange outlet on the top of the pipe with an 18- inch by 3-inch reducing flange that accommodated the ARV. The City will need to remove the existing reducing flange and replace with an 18-inch by 4-inch reducing flange equipped with a 4- inch full bore valve. To extract the SmartBall, the City will also need to furnish a minimum 4-inch access equipped with a 4-inch full bore valve at the water treatment plant. If there is no readily available access at the water treatment plant Pure Technologies may be able to utilize the existing ARV at Station 424+80. The typical ARV configuration detailed in Freese and Nichols pipeline drawings show an 18-inch flange outlet on the top of the pipe with an 18-inch by 3-inch reducing flange that accommodated the ARV. The City will need to remove the existing reducing flange and replace with an 18-inch by 4-inch reducing flange equipped with a 4-inch full bore valve. Based on review of the plan and profile drawings, there appears to be enough existing ARV’s and access manhole to provide adequate tracking locations. Pure Technologies will confirm the appropriate tracking locations as part of the site reconnaissance and project planning document. Should we determine the need for any pothole excavation, Pure Technologies will advise the City accordingly. Electromagnetic Inspection The City has the option as to which delivery platform Pure Technologies can use to conduct an electromagnetic inspection of the 27-inch raw water supply line. The fee schedule presented herein accommodates pricing for each option. Pure Technologies had utilized the Robotic EM unit when assessing the City’s 30-inch raw water supply line in 2017. Using the Robotic unit to inspect the 27-inch water supply line will require that the supply line be removed from service for an extended time, and that the pipeline be dewatered at insertion locations. The City will also need to remove existing appurtenances and blind flanges at selected access locations (i.e., ARV’s and Access Manholes) and replace said configurations o completion of inspections. Pure Technologies will also request that the City provide lifting equipment to assist in placing the robotic unit into the pipeline at each inspection access. Based on our preliminary review of the drawings, it appears that there are sufficient 18- inch outlets to accommodate robotic inspection of the entire water supply line. DocuSign Envelope ID: 55462D67-AA36-492B-885C-598AFA2BCA56 188 Comprehensive Conditions Assessment 27-inch Water Supply Line City of Denton Dallas, TX | 2310 McDaniel Drive | Carrollton, TX 75006 | Tel: (214) 377-5301 | puretechltd.com 22 The PipeDiver EM tool should be able to inspect the entire line via single deployments. Three (3) runs will be required. As described earlier for deployment of the SmartBall, the PipeDIver could be inserted via the existing ARV access located at Station 00+80 and extracted at the existing ARV located at Station 424+80. The City will need to maintain a consistent flow velocity of 1 foot per second (fps) throughout the entire run. Based on the 8.5-mile length of pipeline, we estimate each inspection run to take approximately 10 hours. Please note that the PipeDiver inspection would not capture data on portion of the water supply line between the pump station and Station 00+80 or between Station 424+80 and into the water treatment plant. Pure Technologies can address these portions of the pipeline using the Robotic EM unit. City of Denton Responsibilities 1. Notification to landowners as required. 2. Provide personnel familiar with the pipeline system available during site reconnaissance and field work and to accompany Pure Technologies personnel. 3. Provide access for insertion and retrieval of SmartBall, Robotic and/or PipeDiver inspection technologies, as well as access to attach the tracking sensors. 4. Provide access for deployment and retrieval of technologies, and placement of the tracking sensors. 5. Provide Traffic Control. Pure Technologies can perform this task as part of our contract if requested. 6. Shut down pumps and de-pressurize the line for an extended time to accommodate deployment of the Robotic unit or temporary periods to accommodate insertion and extraction of the of the PipeDiver EM tool. Project will require two (2) shutdowns per PipeDiver inspection run (3 inspection runs); total of 6 temporary shutdowns). 7. Assess the working condition of all in-line and lateral valves prior to the inspection. Repair valves as necessary. Close all lateral valves during all inspection. Pure Technologies’ Wachs Water Services Division is available to perform all work related to the assessment and management of the valves if requested. 8. As needed, furnish and operate lifting equipment to assist in placing the Robotic EM and/or PipeDiver EM tool into, and removing from, the pipeline. 9. Provide threaded outlet for high frequency pressure monitor. 10. Requirements and permits for disposal of water resulting from any de-watering. 11. If required, provide excavation/backfill of pipes selected for test pit excavations and field verification. Also provide air compressor and generator. 12. Repair/rehabilitation of pipe(s) as needed. 13. If deemed necessary, provide 8-inch vacuum extraction potholes at selected locations to allow for attachment of the tracking sensors to the crown of the pipe. DocuSign Envelope ID: 55462D67-AA36-492B-885C-598AFA2BCA56 189 Comprehensive Conditions Assessment 27-inch Water Supply Line City of Denton Dallas, TX | 2310 McDaniel Drive | Carrollton, TX 75006 | Tel: (214) 377-5301 | puretechltd.com 23 Fee Schedule Projected fee schedule for the Comprehensive Condition Assessment of the 27-inch raw water supply line using the Robotic EM delivery Platform and the SmartBall is presented below: 27-inch BWP Raw Water Supply Line (Robotic EM and Leaks & Gas Pockets): Task Total Site Reconnaissance and Project Planning Document High Frequency Pressure Monitoring (One Unit for ~30 days) SmartBall Set-Up/Mobilization/Demobilization/Travel/Equipment Fee/Shipping SmartBall Insertion/Tracking/Retrieval/Data Analysis Robotic EM Set-Up/Mobilization/Demobilization/Travel/Equipment Fee/Shipping Robotic EM Insertion/Tracking/Retrieval/Data Analysis Pipe Performance Curves Design Check and Report Pipe-by-Pipe GeoSpatial GIS Deliverable Projected Total (Robotic EM) $492,000.00 Projected Total (Leaks & Gas Pockets) $120,000.00 Additional Notes: 1.All pricing is based on performing field work under a single mobilization for each inspection technology and in a contiguous manner without delays. Stand-by rates for delays caused by others for SmartBall inspection shall be billed at $6,500 per day and re- mobilization to be billed at $20,000 each. Stand-by rates for delays caused by others for the Robotic EM inspection shall be billed at $15,500 per day and re-mobilization to be billed at $47,500 each. 2.Results of the SmartBall inspection will be available within 4 to 6 weeks following completion of the field inspection. Results of the EM inspection will be available within 14 to 16 weeks following completion of the field inspection. DocuSign Envelope ID: 55462D67-AA36-492B-885C-598AFA2BCA56 190 Comprehensive Conditions Assessment 27-inch Water Supply Line City of Denton Dallas, TX | 2310 McDaniel Drive | Carrollton, TX 75006 | Tel: (214) 377-5301 | puretechltd.com 24 3. Condition assessment report including design check and pipe performance curve to be submitted within two (2) weeks following receipt of EM inspection data. 4. Billing Schedule: Task Billing Schedule Site Reconnaissance & Planning Document 100% upon delivery of planning document SmartBall Set-Up and Mobilization 100% upon site mobilization SmartBall Field Inspection 100% upon completion of field work EM Inspection Set-Up and Mobilization 100% upon site mobilization EM Field Inspection 100% upon completion of field work High-Frequency Pressure Monitoring 100% on delivery of draft report Design Check and Report 100% on delivery of draft report Performance Curves 100% on delivery of curves Pipe-by-Pipe GIS Deliverable 100% on delivery of GIS shapefile 5. Payment Terms: Net 30 days. 6. Fees do not include any local, state or federal taxes. 7. All work to be conducted in accordance with the attached Terms of Condition. Pure Technologies appreciates this opportunity to present our technologies and engineering services in support of the City of Denton’s assessment of the 27-inch BWP Raw Water Supply Lines. If you have any questions, please call me at (214) 240-4412. Respectfully submitted, PURE TECHNOLOGIES US INC. Clayton Coe DocuSign Envelope ID: 55462D67-AA36-492B-885C-598AFA2BCA56 191 Comprehensive Conditions Assessment 27-inch Water Supply Line City of Denton Dallas, TX | 2310 McDaniel Drive | Carrollton, TX 75006 | Tel: (214) 377-5301 | puretechltd.com 25 Attachment A: Conditions of Engagement The Proposal is issued upon and is subject to these Conditions of Engagement. If the Proposal is accepted by the Client, these Conditions of Engagement and the Proposal will be deemed to form part of the Contract between the Client and Pure. 1. DEFINITIONS: In these Conditions of Engagement the following definitions apply: Client means any person or persons, firm or company engaging Pure to provide the Services. Contract means the agreement awarded to Pure as a result of the Proposal. Pure means Pure Technologies Ltd., Pure Technologies U.S. Inc., Pure Engineering Services Inc., or any of their affiliates, as the case may be, which submitted the Proposal and is a party to the Contract. Proposal means Pure's offer to carry out the Services and includes all related correspondence plus agreed written variations or amendments thereto. Services mean those services of whatever nature to be supplied by Pure under the Contract. Site means the facility, land, installation or premises to which Pure is granted access for the purposes of the Contract and may include any combination of the foregoing. 2. PURE’S OBLIGATIONS 2.1 Pure will perform the Services in accordance with the procedures described in the Proposal, using reasonable skill, care and diligence and consistent with industry standards. 2.2 Pure will ensure that the equipment used in performing the Services is in a good and functional state. 3. CLIENT’S OBLIGATIONS 3.1 The Client will provide to Pure full, good faith co-operation to assist Pure in providing the Services. Unless otherwise specified in the Proposal and without limiting the generality of the foregoing, the Client will at its own expense: (i) ensure, if required, access to private land will be given to Pure and that any official permits or permissions required for Pure to have access to the Site or carry out the Services are obtained and are in force for the duration of the Services; (ii) inform Pure in writing of any special circumstances or danger which the execution of the Services may entail or which are inherent in the Site, including the existence and identity of any known hazardous substance or material; DocuSign Envelope ID: 55462D67-AA36-492B-885C-598AFA2BCA56 192 Comprehensive Conditions Assessment 27-inch Water Supply Line City of Denton Dallas, TX | 2310 McDaniel Drive | Carrollton, TX 75006 | Tel: (214) 377-5301 | puretechltd.com 26 (iii) perform such additional duties and responsibilities and provide such information and resources as are described in the Proposal. 3.2 The description of the Services and related compensation amount set out in the Proposal will be based upon information that the Client shall have provided to Pure, and assumptions that Pure shall have identified in the Proposal. The Client acknowledges that if any such information provided by Client is materially incomplete or inaccurate, or if the assumptions identified by Pure are not correct, then the parties will modify the Proposal to reflect the actual information, assumptions, and Services required, and the compensation to Pure will be adjusted accordingly using the change order process set out in the Contract, or if there is no such process, on an equitable basis. 4. PROPRIETARY AND CONFIDENTIAL INFORMATION 4.1 All reports generated in the performance of the Services and delivered by Pure to the Client will become the property of the Client. 4.2 Pure's equipment which is made available to the Client in connection with the Contract and the raw data generated in the performance of the Services will remain the sole and exclusive property of Pure. The Client will not acquire any proprietary rights in Pure's equipment, systems, software, technology, inventions (whether or not patentable), patents, patent applications, documentation, specifications, designs, data, databases, methods, processes or know-how (“Pure’s Proprietary Technology”). Any modifications or improvements to the Pure’s Proprietary Technology made during the performance of the Services will be the sole and exclusive property of Pure. 4.3 Both parties agree to keep confidential all documentation and information provided by the other during the performance of the Contract. The obligations set out in this clause 4.3 will remain in full force and effect after any termination or expiry, as the case may be, of the Contract. 5. LIABILITY AND WARRANTIES 5.1 Pure will indemnify the Client against any expense, demand, liability, loss, claim or proceeding whatsoever in respect of personal injury to or the death of any person, or any loss, destruction or damage to any tangible property and arising directly or indirectly from the negligence of Pure, its employees, servants or agents except to the extent caused by the negligence of the Client or any person for whom the Client is responsible. The Client will similarly indemnify Pure. 5.2 Pure will not be liable for any loss of production, loss of use of property, loss of revenue or profit, equipment downtime, business interruption, loss of goodwill, loss of anticipated savings, cost of procurement of substitute goods or services, or for any consequential, indirect, incidental, or special loss or damage suffered by the Client or DocuSign Envelope ID: 55462D67-AA36-492B-885C-598AFA2BCA56 193 Comprehensive Conditions Assessment 27-inch Water Supply Line City of Denton Dallas, TX | 2310 McDaniel Drive | Carrollton, TX 75006 | Tel: (214) 377-5301 | puretechltd.com 27 any third party, or for any punitive damages, even if advised of the possibility thereof and notwithstanding the failure of essential purpose of any remedy. 5.3 Pure's cumulative liability under the Contract, whether in contract, tort (including negligence), or otherwise, will in no event exceed the aggregate consideration paid by the Client to Pure for the portion of the Services that gave rise to the liability, provided, however, that this clause 5.3 shall not limit Pure’s indemnification obligations under these Conditions of Engagement. 5.4 The report(s) and any other recommendations or advice made by Pure relating to the pipeline or the Services will be made in accordance with the procedures described in the Proposal, using reasonable skill, care and diligence consistent with industry standards, but do not and will not constitute a warranty of the pipeline’s quality, capacity, safety or fitness for purpose. Pure will not be liable to the Client for any liability or damages that arise from the Client’s reliance upon or application or use of such final report or recommendations or advice made by Pure in relation to the pipeline or Services, and the Client will indemnify Pure against any liability to third parties resulting therefrom. 5.5 Pure’s warranties for the Services will be set out in the Contract. Pure disclaims all implied or statutory warranties or conditions, including of merchantability, merchantable quality, durability, or fitness for particular purpose to the extent allowed by applicable law. This means Pure’s warranty obligations will be limited to what is expressly set out in the Contract. 6. RISKS AND RESPONSIBILITIES 6.1 Prior to commencing any field activities, Pure will provide the Client with a planning document outlining the full scope and schedule of Pure’s inspection activities. Contained therein is a description of any risks and the responsibilities of PURE and the Client regarding risk mitigation, risk consequences, and schedule deviations. Acceptance of this proposal and general terms constitutes acceptance of risks and responsibilities as set forth in the planning document. Any amendment to the risks and responsibilities as set forth in the planning document should be notated in writing and will be agreed to by both parties prior to commencement of field inspections. DocuSign Envelope ID: 55462D67-AA36-492B-885C-598AFA2BCA56 194 City of Denton, Texas Contract 7347 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 13 of 19 Exhibit C Bidder's attention is directed to the insurance requirements below. It is highly recommended that bidders confer with their respective insurance carriers or brokers to determine in advance of Bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an apparent low bidder fails to comply strictly with the insurance requirements, that bidder may be disqualified from award of the contract. Upon bid award, all insurance requirements shall become contractual obligations, which the successful bidder shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. As soon as practicable after notification of bid award, Contractor shall file with the Purchasing Department satisfactory certificates of insurance, containing the bid number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractors are strongly advised to make such requests prior to bid opening, since the insurance requirements may not be modified or waived after bid opening unless a written exception has been submitted with the bid. Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A- VII or better. Any deductibles or self-insured retentions shall be declared in the bid proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: DocuSign Envelope ID: 55462D67-AA36-492B-885C-598AFA2BCA56 195 City of Denton, Texas Contract 7347 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 14 of 19 Name as additional insured the City of Denton, its Officials, Agents, Employees and volunteers. That such insurance is primary to any other insurance available to the additional insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled before the expiration date. Should any of the required insurance be provided under a claims-made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [X ] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: DocuSign Envelope ID: 55462D67-AA36-492B-885C-598AFA2BCA56 196 City of Denton, Texas Contract 7347 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 15 of 19 Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. Coverage B shall include personal injury. Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000.00 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: any auto, or all owned, hired and non-owned autos. [X] Workers’ Compensation Insurance Contractor shall purchase and maintain Worker's Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Worker's Compensation Commission (TWCC). DocuSign Envelope ID: 55462D67-AA36-492B-885C-598AFA2BCA56 197 City of Denton, Texas Contract 7347 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 16 of 19 [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an "occurrence" basis, and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least combined bodily injury and property damage per occurrence with a aggregate. [X] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. [ ] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a “blanket” basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than each occurrence are required. [ ] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. DocuSign Envelope ID: 55462D67-AA36-492B-885C-598AFA2BCA56 198 City of Denton, Texas Contract 7347 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 17 of 19 ATTACHMENT 1 [ ] Workers’ Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC- 81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner-operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1) a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and DocuSign Envelope ID: 55462D67-AA36-492B-885C-598AFA2BCA56 199 City of Denton, Texas Contract 7347 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 18 of 19 2) no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1) provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2) provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3) provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4) obtain from each other person with whom it contracts, and provide to the contractor: a) certificate of coverage, prior to the other person beginning work on the project; and b) a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5) retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 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 DocuSign Envelope ID: 55462D67-AA36-492B-885C-598AFA2BCA56 200 City of Denton, Texas Contract 7347 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 19 of 19 materially affects the provision of coverage of any person providing services on the project; and 7) Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self- insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor’s failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. DocuSign Envelope ID: 55462D67-AA36-492B-885C-598AFA2BCA56 201 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: 55462D67-AA36-492B-885C-598AFA2BCA56 PURE TECHNOLOGIES U.S. INC. CIQ X X X X N/A N/A 8/3/2020 202 Certificate Of Completion Envelope Id: 55462D67AA36492B885C598AFA2BCA56 Status: Sent Subject: Please DocuSign: City Council Contract 7347-Lake Lewisville Pipeline Condition Assessmentle Source Envelope: Document Pages: 50 Signatures: 4 Envelope Originator: Certificate Pages: 6 Initials: 1 Crystal Westbrook AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 crystal.westbrook@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 7/14/2020 10:27:29 AM Holder: Crystal Westbrook crystal.westbrook@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Crystal Westbrook crystal.westbrook@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 7/14/2020 10:30:48 AM Viewed: 7/14/2020 10:31:29 AM Signed: 7/14/2020 10:32:48 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: 198.49.140.10 Sent: 7/14/2020 10:32:50 AM Viewed: 7/15/2020 7:37:40 AM Signed: 7/15/2020 7:39:23 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Mack Reinwand mack.reinwand@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 7/15/2020 7:39:25 AM Viewed: 7/22/2020 3:57:38 PM Signed: 7/22/2020 4:01:11 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign John Galleher john.galleher@xyleminc.com Vice President Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 72.199.84.85 Sent: 7/22/2020 4:01:14 PM Resent: 7/29/2020 7:42:12 AM Viewed: 7/29/2020 2:31:21 PM Signed: 8/3/2020 10:40:39 AM Electronic Record and Signature Disclosure: Accepted: 7/29/2020 2:31:21 PM ID: 631418ef-5b80-410a-a8d0-ebf1d26af553 203 Signer Events Signature Timestamp Frank Pugsley frank.pugsley@cityofdenton.com Water and Wastewater Utilities Director City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 8/3/2020 10:40:42 AM Viewed: 8/3/2020 11:37:05 AM Signed: 8/3/2020 11:37:37 AM Electronic Record and Signature Disclosure: Accepted: 8/3/2020 11:37:05 AM ID: ffde92bb-feb3-44e1-9b1d-07a4fec05b07 Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 8/3/2020 11:37:40 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman Todd.Hileman@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/25/2017 11:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 7/14/2020 10:32:49 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: 8/3/2020 11:37:39 AM 204 Carbon Copy Events Status Timestamp 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 Stephen Moore stephen.moore@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 8/3/2020 11:37:40 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure 205 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: John Galleher, Frank Pugsley, Todd Hileman 206 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 20-1572,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 Aliron International,Inc.,for Section A -N95 face masks,for various City departments;providing for the expenditure of funds therefor;and providing an effective date (IFBBV 7403 -awarded to Aliron International,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 $150,000). City of Denton Printed on 8/21/2020Page 1 of 1 powered by Legistar™209 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance ACM: David Gaines DATE: August 25, 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 Aliron International, Inc., for Section A - N95 face masks, for various City departments; providing for the expenditure of funds therefor; and providing an effective date (IFBBV 7403 – awarded to Aliron International, 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 $150,000). INFORMATION /BACKGROUND This Invitation for Bid for Best Value (IFBBV) is for the supply of various PPE face masks to be used by all City departments to ensure protection against COVID-19, and other airborne viruses, in their daily operations. This contract includes National Institute for Occupational Safety and Health (NIOSH) approved N95 valved particulate respirator face masks. As the number of positive cases of COVID-19 continue to increase across the City, there is an immediate need for various face mask coverings to better protect the health and safety of both residents and employees of the City of Denton. The primary users of the face mask and filter contracts will include departments that provide goods or services directly to the public. Each department will be responsible for ordering face masks on an as-needed basis to ensure fiscal responsibility. The Warehouse will stock the face masks to ensure proper PPE is available for the City of Denton personnel. Invitations for Bids for Best Value were sent to 179 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) bids meeting specification for Section A – N95 Face Masks were received and evaluated by each section based upon published criteria including delivery, compliance with specifications, probable performance, and price. Aliron International, Inc was ranked the highest and determined the best value for the City. NIGP Code Used for Solicitation: 345-First Aid and Safety Equipment and Supplies; 465-Hospital and Surgical Equipment and Supplies; 475 – Hospital, Surgical, and Medical Related Accessories Notifications sent for Solicitation sent in IonWave: 179 Number of Suppliers that viewed Solicitation in IonWave: 90 HUB-Historically Underutilized Business Invitations sent out: 12 SBE-Small Business Enterprise Invitations sent out: 53 Responses from Solicitation: 4 City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 210 RECOMMENDATION Award a contract with Aliron International, Inc., for Section A - N95 face masks, in the 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 $150,000. PRINCIPAL PLACE OF BUSINESS Aliron International, Inc. South Plainfield, NJ 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 products and services will funded through the using department’s budget on an as needed basis. The City will only pay for items purchased and is not obligated to pay full contract amount unless needed. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Bid Tabulation Exhibit 3: Ordinance and Contract Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Christine Taylor, 940-349-7889. Legal point of contact: Mack Reinwand at 940-349-8333. 211 SECTION A: N95 FACE MASKS 2 A1 - N95 FACE MASK, DISPOSABLE (SINGLE-USE) 3,000 EA $5.00 $15,000.00 5-10 Days $5.60 $16,800.00 2-3 Weeks $6.58 $19,740.00 3-5 Days $8.25 $24,750.00 5-15 Days 15 F1 - QUANTITY DISCOUNT (IF APPLICABLE)1 EA --25.0%0.0%-- Item # 1 2 3 4 Exhibit 2 IFBBV 7403 - Bid Tabulation for Face Masks $16,800.00 $19,740.00 $24,750.00 Total Contract (5 years):$150,000.00 $15,000.00 40.00 12.00 30.00 10.00 Evaluation Description Aliron International, Inc Complete Supply GHA Technologies, Inc.Joy Promotions Inc. South Plainfield, NJ Respondent's Business Name: Principal Place of Business (City and State): Aliron International, Inc GHA Technologies, Inc. Estimated Delivery ARO Joy Promotions Inc.Complete Supply Extended Price Unit Price Extended Price Dallas, TXScottsdale, AXCarrollton, TX Estimated Delivery ARO Estimated Delivery ARO Estimated Delivery AROUOMQTYDescriptionLine # Extended PriceUnit Price Unit Price Extended Price Unit Price SECTION F: DISCOUNT 35.71 8.00 Price/Total Cost (40%) Delivery/Project Schedule (20%) 30.40 16.00 24.24 12.00 30.00Compliance w/Specs (30%)30.00 30.00 10.00Probable Performance (10%)10.00 10.00 83.71Total Score:86.40 76.2492.00 212 ORDINANCE. _________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH ALIRON INTERNATIONAL, INC., FOR SECTION A - N95 FACE MASKS, FOR VARIOUS CITY DEPARTMENTS; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (IFBBV 7403 – AWARDED TO ALIRON INTERNATIONAL, 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 $150,000). WHEREAS, the City has solicited, received, and tabulated competitive best value bids, for the purchase of necessary materials, equipment, supplies or services in accordance with the procedures of State law and City ordinances based on the best value as determined by using the selection criteria set forth in the request for bids; and WHEREAS, the City’s selection committee has reviewed and recommended that the herein described bids are the best value based on the selection criteria for the materials, equipment, supplies or services as shown in the “Bid Proposals” submitted; and WHEREAS, the City’s Purchasing Agent has determined that the best value bid process provides the best value to the City for this procurement; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following competitive bids for the materials, equipment, supplies, or services, as described in the "Bid Invitations", "Bid Proposals" or plans and specifications on file in the Office of the City's Purchasing Agent filed according to the bid number assigned hereto, are hereby accepted and approved as being the lowest responsible bids: BID NUMBER VENDOR AMOUNT 7403 Aliron International, Inc. $150,000 SECTION 2. That the acceptance and approval of the above competitive bids shall not constitute a contract between the City and the person submitting the bid for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, specifications, standards, quantities and for the specified sums contained in the Bid Invitations, Bid Proposals, and related documents. 213 SECTION 3. Should the City and the winning bidder(s) wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the bids, the City Manager, or his designated representative, is hereby authorized to execute a written contract in accordance with the terms, conditions, specifications, standards, quantities and specified sums contained in the Bid Proposal and related documents and to extend that contract as determined to be advantageous to the City of Denton. SECTION 4. The City Council of the City of Denton, hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or his designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by __________________________ and seconded by _________________________________, the ordinance was passed and approved by the following vote [___ - ___]: Aye Nay Abstain Absent Mayor Chris Watts: ______ ______ ______ ______ Gerard Hudspeth, District 1: ______ ______ ______ ______ Keely G. Briggs, District 2: ______ ______ ______ ______ Jesse Davis, District 3: ______ ______ ______ ______ John Ryan, District 4: ______ ______ ______ ______ Deb Armintor, At Large Place 5: ______ ______ ______ ______ Paul Meltzer, At Large Place 6: ______ ______ ______ ______ 214 PASSED AND APPROVED this the day of , 2020. ------------------------ CHRIS WAITS, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY:~----------------------- APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: J)J k~~~ 215 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: B640BB03-11E5-4E65-AF55-B00E642C104C Yes Cori Power FILE FACE MASKS 7403 216 Contract 7403 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND ALIRON INTERNATIONAL, INC. (Contract 7403) THIS CONTRACT is made and entered into this date _______________________, by and between ALIRON INTERNATIONAL, INC. a Delaware, Corporation whose address is 5231 Massachusetts Ave, Bethesda, MD 20816, hereinafter referred to as "Supplier," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products in accordance with the City’s IFBBV# 7403 Face Masks and Filters, 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, or on file, and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit “A”); (b) City of Denton’s IFBBV #7403 (Exhibit “B” on file at the office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions (Exhibit “C”); (d) Certificate of Interested Parties Electronic Filing (Exhibit “D”); (e) Supplier’s Proposal. (Exhibit "E"); (f) Form CIQ – Conflict of Interest Questionnaire (Exhibit "F") These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as “Contract Documents.” Prohibition on Contracts with Companies Boycotting Israel Supplier acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Supplier certifies that Supplier’s signature provides written verification to the City that Supplier: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition on Contracts with Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization 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 DocuSign Envelope ID: B640BB03-11E5-4E65-AF55-B00E642C104C 217 Contract 7403 that Supplier’s signature provides written verification to the City that Supplier, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. SUPPLIER BY: _______________________________ AUTHORIZED SIGNATURE Printed Name: _______________________ Title: ______________________________ ___________________________________ PHONE NUMBER ___________________________________ EMAIL ADDRESS ___________________________________ TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER CITY OF DENTON, TEXAS BY: _______________________________ TODD HILEMAN CITY MANAGER ATTEST: ROSA RIOS, CITY SECRETARY BY: _______________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: _______________________________ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT DocuSign Envelope ID: B640BB03-11E5-4E65-AF55-B00E642C104C 267-888-1001 CEO Ram Ajjarapu ram.ajjarapu@aliron.com 732-917-5100 Procurement Director of Procurement and Compliance Christine Taylor 218 Contract 7403 Exhibit A Special Terms and Conditions 1. The Quantities The quantities indicated on Exhibit E are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the bid price. Individual purchase orders will be issued on an as needed basis. 2. Product Changes During Contract Term The supplier shall not change specifications during the contract term without prior approval. Any deviation in the specifications or change in the product must be approved in advance by the City of Denton. Notice of a change shall be submitted in writing to purchasing@cityofdenton.com, with the above file number in the subject line, for review. Products found to have changed specifications without notification, and acceptance, will be returned at the supplier’s expense. Products that have been installed will be replaced at the supplier’s expense. 3. Authorized Distributor The supplier shall be the manufacturer or authorized distributor of the proposed products. The distributor shall be authorized to sell to the City of Denton, and make available the manufacturer’s representative as needed by the City. 4. 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. 5. Price Escalation and De-escalation On Supplier’s request in the form stated herein, the City will implement an escalation/de-escalation price adjustment annually based on these special terms. Any request for price adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI) or the manufacturer published pricing list. The maximum escalation will not exceed +/- 8% for any individual year. The escalation will be determined annually at the renewal date. The price will be increased or decreased based upon the annual percentage change in the PPI or the percentage change in the manufacturer’s price list. Should the PPI or manufacturer price list change exceed a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the percent change not to exceed the 8% limit per year. The supplier should provide documentation as percentage of each cost associated with the unit prices quoted for consideration. DocuSign Envelope ID: B640BB03-11E5-4E65-AF55-B00E642C104C 219 Contract 7403 Request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must also provide supporting documentation as justification for the request. 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 reserves the right to either: 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 reject the increases within 30 calendar days after receipt of a properly submitted request. If a properly submitted increase is rejected, the Contractor 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. Pre- price increase prices 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. 6. Total Contract Amount The total contract for Section A of IFBBV #7403, which Section A only is awarded by this Contract for the supply of N95 Face Masks, shall not exceed $150,000. Pricing shall be per Exhibit E attached. 7. Delivery Lead Time Product or services shall be delivered to the City per the days/weeks noted in Exhibit E after receipt of the order. 8. Performance Liquidated Damages The Contractor shall incur contractual payment losses, as initiated by the City for performance that falls short of specified performance standards as outlined below: • Delivery beyond contracted lead times • Performance below contracted levels (services only) The Contractor shall be assessed a one (1%) percent fee each month when any one of the performance standards outlined above are not met in full. The Contractor shall be assessed a two (2%) percent profit fee each month when any two (2) or more performance standards outlined above are not met in full. At the end of each month, the City will review the monthly reports and determine the percentage of penalty to be assessed to the Contractor’s monthly profit margin. DocuSign Envelope ID: B640BB03-11E5-4E65-AF55-B00E642C104C 220 Contract 7403 Exhibit C City of Denton 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: B640BB03-11E5-4E65-AF55-B00E642C104C 221 Contract 7403 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: B640BB03-11E5-4E65-AF55-B00E642C104C 222 Contract 7403 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: B640BB03-11E5-4E65-AF55-B00E642C104C 223 Contract 7403 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. 15. FINAL PAYMENT AND CLOSE-OUT: DocuSign Envelope ID: B640BB03-11E5-4E65-AF55-B00E642C104C 224 Contract 7403 A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor’s continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City’s right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor’s Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. DocuSign Envelope ID: B640BB03-11E5-4E65-AF55-B00E642C104C 225 Contract 7403 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: B640BB03-11E5-4E65-AF55-B00E642C104C 226 Contract 7403 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. 23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, DocuSign Envelope ID: B640BB03-11E5-4E65-AF55-B00E642C104C 227 Contract 7403 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: B640BB03-11E5-4E65-AF55-B00E642C104C 228 Contract 7403 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: B640BB03-11E5-4E65-AF55-B00E642C104C 229 Contract 7403 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage’s and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor’s and all subcontractors’ insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers’ compensation coverage written by the Texas Workers’ Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The “other” insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. DocuSign Envelope ID: B640BB03-11E5-4E65-AF55-B00E642C104C 230 Contract 7403 x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage’s indicated within the Contract. xiv. The insurance coverage’s specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse effect on the Contractor’s ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor’s Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the 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: B640BB03-11E5-4E65-AF55-B00E642C104C 231 Contract 7403 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: B640BB03-11E5-4E65-AF55-B00E642C104C 232 Contract 7403 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, employee, independent consultant, or elected official of the City who is involved in the DocuSign Envelope ID: B640BB03-11E5-4E65-AF55-B00E642C104C 233 Contract 7403 development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker’s compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. The Vendor shall notify the City’s Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of the company or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director’s resolution approving the action, or an executed merger or acquisition agreement. Failure to do so may adversely impact future invoice payments. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the DocuSign Envelope ID: B640BB03-11E5-4E65-AF55-B00E642C104C 234 Contract 7403 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 Contract. Any void provision shall be deemed severed from the Contract and the balance of the DocuSign Envelope ID: B640BB03-11E5-4E65-AF55-B00E642C104C 235 Contract 7403 Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: New Year’s Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year’s Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) DocuSign Envelope ID: B640BB03-11E5-4E65-AF55-B00E642C104C 236 Contract 7403 The following federally funded requirements are applicable. A. Definitions. As used in this paragraph – i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 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: B640BB03-11E5-4E65-AF55-B00E642C104C 237 Contract 7403 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: B640BB03-11E5-4E65-AF55-B00E642C104C 238 Contract 7403 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: B640BB03-11E5-4E65-AF55-B00E642C104C 239 Contract 7403 Exhibit D Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. DocuSign Envelope ID: B640BB03-11E5-4E65-AF55-B00E642C104C 240 Line #Description QTY UOM Unit Price Extended Price Estimated Delivery ARO 2 A1 - N95 FACE MASK, DISPOSABLE (SINGLE-USE) Cordova PN#NX95V2 3000 EA $5.00 $15,000.00 5-10 Days 15 F1 - QUANTITY DISCOUNT (IF APPLICABLE)1 EA ---- SECTION A: N95 FACE MASKS SECTION F: DISCOUNT Exhibit E South Plainfield, NJPlace of Business (City & State): Respondent's Business Name:Aliron International, Inc. DocuSign Envelope ID: B640BB03-11E5-4E65-AF55-B00E642C104C 241 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: B640BB03-11E5-4E65-AF55-B00E642C104C ALIRON INTERNATIONAL, INC. F Cori Power X 8/5/2020 X X None X 242 Certificate Of Completion Envelope Id: B640BB0311E54E65AF55B00E642C104C Status: Sent Subject: Please DocuSign: City Council Contract 7403 Face Masks Source Envelope: Document Pages: 27 Signatures: 4 Envelope Originator: Certificate Pages: 6 Initials: 1 Cori Power AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 cori.power@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 7/28/2020 11:55:04 AM Holder: Cori Power cori.power@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Cori Power cori.power@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 7/28/2020 12:44:48 PM Viewed: 7/28/2020 12:44:56 PM Signed: 7/28/2020 12:46:24 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: 198.49.140.10 Sent: 7/28/2020 12:46:26 PM Viewed: 7/28/2020 2:18:13 PM Signed: 7/28/2020 2:19:30 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Mack Reinwand mack.reinwand@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 7/28/2020 2:19:32 PM Viewed: 8/5/2020 9:38:18 AM Signed: 8/5/2020 9:39:27 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Ram Ajjarapu ram.ajjarapu@aliron.com CEO Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 108.53.20.220 Sent: 8/5/2020 9:39:31 AM Viewed: 8/5/2020 10:58:07 AM Signed: 8/5/2020 11:02:42 AM Electronic Record and Signature Disclosure: Accepted: 8/5/2020 10:58:07 AM ID: f04bcc5c-632f-4171-a972-e14c7d778fd6 243 Signer Events Signature Timestamp Christine Taylor Christine.Taylor@cityofdenton.com Deputy Director of Development Review City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 8/5/2020 11:02:47 AM Viewed: 8/10/2020 9:17:13 AM Signed: 8/10/2020 9:17:54 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 8/10/2020 9:17:59 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman Todd.Hileman@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/25/2017 11:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 7/28/2020 12:46:25 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: 8/10/2020 9:17:59 AM Electronic Record and Signature Disclosure: 244 Carbon Copy Events Status Timestamp 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 Cheyenne Defee cheyenne.defee@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 8/10/2020 9:17:59 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure 245 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Ram Ajjarapu, Todd Hileman 246 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. 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McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-1573,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 Catalyst PR,Inc.,for the procurement of Face Masks,for Section B -KN95 Face Masks,Section C -Disposable Surgical Face Masks,and Section D -Reusable Cloth Face Masks for various City departments;providing for the expenditure of funds therefor;and providing an effective date (IFBBV 7403 -awarded to Catalyst PR,Inc.,in the 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 $125,000). City of Denton Printed on 8/21/2020Page 1 of 1 powered by Legistar™249 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance ACM: David Gaines DATE: August 25, 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 Catalyst PR, Inc., for the procurement of Face Masks, for Section B – KN95 Face Masks, Section C – Disposable Surgical Face Masks, and Section D – Reusable Cloth Face Masks for various City departments; providing for the expenditure of funds therefor; and providing an effective date (IFBBV 7403 – awarded to Catalyst PR, Inc., in the 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 $125,000). INFORMATION /BACKGROUND This Invitation for Bid for Best Value (IFBBV) is for the supply of various PPE face masks to be used by all City departments to ensure protection against COVID-19, and other airborne viruses, in their daily operations. This contract includes KN95, disposable surgical, and reusable cloth face masks. As the number of positive cases of COVID-19 continue to increase across the City, there is an immediate need of supply for various face mask coverings to better protect the health and safety of both residents and staff employees of the City of Denton. The primary users of the face mask and filter contracts will include departments that provide goods or services directly to the public. Each department will be responsible for ordering face masks on an as-needed basis to ensure fiscal responsibility. The Warehouse will stock the face masks to ensure proper PPE is available for the City of Denton personnel. Invitations for Bids for Best Value were sent to 179 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. Twenty-six (26) bids meeting specification for Section B – KN95 Face Masks, Section C – Disposable Surgical Face Masks, and Section D – Reusable Cloth Face Masks were received and evaluated by section based upon published criteria including delivery, compliance with specifications, probable performance, and price. Catalyst PR, Inc was ranked the highest and determined the best value for the City. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 250 NIGP Codes Used for Solicitation: 345-First Aid and Safety Equipment and Supplies; 465-Hospital and Surgical Equipment and Supplies; 475 – Hospital, Surgical, and Medical Related Accessories Notifications sent for Solicitation sent in IonWave: 179 Number of Suppliers that viewed Solicitation in IonWave: 90 HUB-Historically Underutilized Business Invitations sent out: 12 SBE-Small Business Enterprise Invitations sent out: 53 Responses from Solicitation: 26 RECOMMENDATION Award a contract with Catalyst PR, Inc., for KN95, Disposable Surgical, and Reusable Cloth Face Masks, in the 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 $125,000. PRINCIPAL PLACE OF BUSINESS Catalyst PR, Inc. Conroe, 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 Funding for the product will be augmented by FEMA, CRF, or other emergency funds as available. The City will only pay for items purchased and is not obligated to pay the full contract amount unless needed. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Bid Tabulation Exhibit 3: Ordinance and Contract Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Christine Taylor, 940-349-7889. Legal point of contact: Mack Reinwand at 940-349-8333. 251 4 B1 - KN95 FACE MASK, DISPOSABLE (SINGLE-USE) 4,000 EA $0.98 $3,920.00 15 Days $1.55 $1,550.00 3-5 Days $1.92 $1,920.00 Next Day $2.15 $2,150.00 7 Days $1.90 $1,900.00 1 Day $2.20 $2,200.00 5 Days 6 C1 - DISPOSABLE SURGICAL FACE MASK (SINGLE-USE) 10,000 EA $0.28 $2,800.00 5 Days $0.55 $5,500.00 3-5 Days $0.72 $7,200.00 Next Day $0.39 $3,900.00 10 Days $0.88 $8,800.00 1 Day $0.35 $3,500.00 5 Days 8 D1 - REUSABLE CLOTH FACE MASKS 3-PLY CLOTH MATERIAL500EA $1.23 $615.00 15 Days $1.30 $650.00 3-5 Days $3.00 $1,500.00 2 Days $5.00 $2,500.00 14 Days $1.50 $750.00 1 Day No Bid $2,500.00 Highest Bid Added 15 F1 - QUANTITY DISCOUNT (IF APPLICABLE)1 EA ------------ $11,450.00 $8,200.00 Item # 1 2 3 4 SECTION B: KN95 FACE MASKS SECTION C: DISPOSABLE SURGICAL FACE MASKS SECTION D: REUSABLE CLOTH FACE MASKS SECTION F: DISCOUNT Total: Total Contract (5 years):$125,000.00 35.78 8.00 30.00 10.0083.78 Evaluation 27.63 20.00 30.00 10.0087.63 34.32 Products Unlimited, Inc 12.00 30.00 10.0086.32 25.62 20.00 Vira Insight, LLC 30.00 10.0085.62 Exhibit 2 IFBBV 7403 - Bid Tabulation for Face Masks Description Price/Total Cost (40%) Delivery/Project Schedule (20%) Compliance w/Specs (30%) Probable Performance (10%)Total Score: 40.00 16.00 30.00 10.0096.00 16.00 38.10 30.00 10.0094.10 $7,335.00 $7,700.00 $10,620.00 $8,550.00 Estimated Delivery ARO Crowd Health Source Vira Insight, LLC Tng Worldwide, Inc.Products Unlimited, IncCatalyst PR INC Estimated Delivery ARO Estimated Delivery ARO Estimated Delivery ARO iOffice (iCopy LLC) Estimated Delivery ARO iOffice (iCopy LLC) Extended PriceUnit Price Catalyst PR INC Tng Worldwide, Inc.Crowd Health Source Extended PriceUnit Price Extended PriceUnit Price Extended PriceUnit Price Extended PriceUnit Price Unit Price Extended PriceUOMQTYDescriptionLine # Principal Place of Business (City and State):Decatur, TXNew York, NYConroe, TX Estimated Delivery ARO Respondent's Business Name:New Hudson, MICoppell, TXPlano, TX 252 4 B1 - KN95 FACE MASK, DISPOSABLE (SINGLE-USE) 4,000 EA 6 C1 - DISPOSABLE SURGICAL FACE MASK (SINGLE-USE) 10,000 EA 8 D1 - REUSABLE CLOTH FACE MASKS 3-PLY CLOTH MATERIAL500EA 15 F1 - QUANTITY DISCOUNT (IF APPLICABLE)1 EA Item # 1 2 3 4 SECTION B: KN95 FACE MASKS SECTION C: DISPOSABLE SURGICAL FACE MASKS SECTION D: REUSABLE CLOTH FACE MASKS SECTION F: DISCOUNT Total: Total Contract (5 years): Evaluation Exhibit 2 IFBBV 7403 - Bid Tabulation for Face Masks Description Price/Total Cost (40%) Delivery/Project Schedule (20%) Compliance w/Specs (30%) Probable Performance (10%)Total Score: UOMQTYDescriptionLine # Principal Place of Business (City and State):Respondent's Business Name: $1.75 $1,750.00 5-15 Days $3.08 $3,080.00 3-5 Days $2.50 $2,500.00 5-10 Days $6.44 $6,440.00 5-7 Days $2.40 $2,400.00 3-4 Days $3.25 $3,250.00 2 Days $0.62 $6,200.00 5-15 Days $0.73 $7,300.00 3-5 Days $0.75 $7,500.00 5-10 Days $0.48 $4,800.00 5-7 Days $0.64 $6,400.00 See Comment $0.60 $6,000.00 2 Days $3.50 $1,750.00 5-15 Days $1.83 $915.00 3-5 Days $2.25 $1,125.00 5-10 Days $3.80 $1,900.00 5-7 Days No Bid $2,500.00 Highest Bid Added No Bid $2,500.00 Highest Bid Added --0.0%--13.0%---- SECTION B: KN95 FACE MASKS SECTION C: DISPOSABLE SURGICAL FACE MASKS SECTION D: REUSABLE CLOTH FACE MASKS SECTION F: DISCOUNT $9,700.00 $11,295.00 $11,125.00 $13,140.00 $11,300.00 $11,750.00 School Health Corporation RISERCLAD INTERNATIONAL, INC 25.96 8.00 30.00 10.0073.96 24.97 8.00 30.00 10.0072.97 12.00 30.00 10.0078.37 22.33 16.00 30.00 10.0078.33 30.25 12.00 30.00 10.0082.25 Evaluation 25.98 16.00 30.00 10.0081.98 26.37 Exhibit 2 IFBBV 7403 - Bid Tabulation for Face Masks Omni-ID USA, Inc RISERCLAD INTERNATIONAL, INC Estimated Delivery ARO School Health CorporationAliron International, IncGHA Technologies, Inc.Joy Promotions Inc. Estimated Delivery ARO Aliron International, IncGHA Technologies, Inc.Joy Promotions Inc. Extended Price Omni-ID USA, Inc Unit Price Extended Price Unit Price Extended Price Unit Price Extended Price Unit Price Extended Price Unit Price Extended Price Unit Price Estimated Delivery ARO Estimated Delivery ARO Estimated Delivery ARO Estimated Delivery ARO Katy, TXEast Rochester, NYHanover Park, ILSouth Plainfield, NJScottsdale, AZDallas, TX 253 4 B1 - KN95 FACE MASK, DISPOSABLE (SINGLE-USE) 4,000 EA 6 C1 - DISPOSABLE SURGICAL FACE MASK (SINGLE-USE) 10,000 EA 8 D1 - REUSABLE CLOTH FACE MASKS 3-PLY CLOTH MATERIAL500EA 15 F1 - QUANTITY DISCOUNT (IF APPLICABLE)1 EA Item # 1 2 3 4 SECTION B: KN95 FACE MASKS SECTION C: DISPOSABLE SURGICAL FACE MASKS SECTION D: REUSABLE CLOTH FACE MASKS SECTION F: DISCOUNT Total: Total Contract (5 years): Evaluation Exhibit 2 IFBBV 7403 - Bid Tabulation for Face Masks Description Price/Total Cost (40%) Delivery/Project Schedule (20%) Compliance w/Specs (30%) Probable Performance (10%)Total Score: UOMQTYDescriptionLine # Principal Place of Business (City and State):Respondent's Business Name: $5.25 $5,250.00 CA stock $3.95 $3,950.00 Within 7 Days No Bid $6,440.00 Highest Bid Added No Bid $6,440.00 Highest Bid Added $2.50 $2,500.00 10 Days No Bid $6,440.00 Highest Bid Added $0.45 $4,500.00 CA stock $1.45 $14,500.00 Within 7 Days $0.46 $4,600.00 45 Days $0.35 $3,500.00 14 Days $1.00 $10,000.00 10 Days $0.49 $4,900.00 3-4 Days No Bid $2,500.00 Highest Bid Added $1.45 $725.00 Within 7 Days No Bid $2,500.00 Highest Bid Added No Bid $2,500.00 Highest Bid AddedNo Bid $2,500.00 Highest Bid Added No Bid $2,500.00 Highest Bid Added --0.0%-------- SECTION B: KN95 FACE MASKS SECTION C: DISPOSABLE SURGICAL FACE MASKS SECTION D: REUSABLE CLOTH FACE MASKS SECTION F: DISCOUNT 19.56 8.00 30.00 10.0067.56 21.20 4.00 30.00 10.0065.20 Denton Tool & Fastener Co.Vehicle Maintenance Program Servomax Inc PurePurge $12,250.00 $19,175.00 $13,540.00 $12,440.00 $15,000.00 $13,840.00 21.67 4.00 30.00 10.0065.67 23.59 4.00 30.00 10.0067.59 Rahmati Trading Industries 23.95 8.00 30.00 10.0071.95 15.30 16.00 30.00 10.0071.30 Evaluation Exhibit 2 IFBBV 7403 - Bid Tabulation for Face Masks Estimated Delivery ARO Estimated Delivery ARO Rahmati Trading Industries PurePurgeVehicle Maintenance Program Estimated Delivery ARO Estimated Delivery ARO Estimated Delivery ARO Servomax Inc Extended Price Denton Tool & Fastener Co.Midwest Scientific, Inc. Midwest Scientific, Inc. Unit Price Extended Price Unit Price Extended Price Unit Price Extended Price Unit Price Extended Price Unit Price Extended Price Unit Price Estimated Delivery ARO Rancho Dominguez, CAMontreal, QC (Canada)Boca Raton, FLDenton, TXValley Park, MOVacaville, CA 254 4 B1 - KN95 FACE MASK, DISPOSABLE (SINGLE-USE) 4,000 EA 6 C1 - DISPOSABLE SURGICAL FACE MASK (SINGLE-USE) 10,000 EA 8 D1 - REUSABLE CLOTH FACE MASKS 3-PLY CLOTH MATERIAL500EA 15 F1 - QUANTITY DISCOUNT (IF APPLICABLE)1 EA Item # 1 2 3 4 SECTION B: KN95 FACE MASKS SECTION C: DISPOSABLE SURGICAL FACE MASKS SECTION D: REUSABLE CLOTH FACE MASKS SECTION F: DISCOUNT Total: Total Contract (5 years): Evaluation Exhibit 2 IFBBV 7403 - Bid Tabulation for Face Masks Description Price/Total Cost (40%) Delivery/Project Schedule (20%) Compliance w/Specs (30%) Probable Performance (10%)Total Score: UOMQTYDescriptionLine # Principal Place of Business (City and State):Respondent's Business Name: No Bid $6,440.00 Highest Bid Added No Bid $6,440.00 Highest Bid Added $2.58 $2,580.00 3-5 Days $1.89 $1,890.00 2-3 Days No Bid $6,440.00 Highest Bid Added No Bid $6,440.00 Highest Bid Added $0.53 $5,300.00 1-2 Days $0.55 $5,500.00 3 Days No Bid $14,500.00 Highest Bid Added No Bid $14,500.00 Highest Bid Added $0.67 $6,700.00 1 Day $0.81 $8,100.00 14 Days No Bid $2,500.00 Highest Bid Added No Bid $2,500.00 Highest Bid Added $3.38 $1,690.00 3-5 Days $3.85 $1,925.00 2-3 Days No Bid $2,500.00 Highest Bid Added No Bid $2,500.00 Highest Bid Added ----25.0%--0.0%0.0% 30.00 10.0061.22 SECTION B: KN95 FACE MASKS SECTION C: DISPOSABLE SURGICAL FACE MASKS SECTION D: REUSABLE CLOTH FACE MASKS SECTION F: DISCOUNT 30.00 10.0063.63 16.02 8.00 30.00 10.0064.02 18.76 4.00 30.00 10.0062.76 LogMet Solutions (D'S Solutions)Laredo Technical Services Inc Wedge Supply, LLC $18,315.00 $15,640.00 $17,040.00 15.63 8.00 17.22 4.00 $14,240.00 $14,440.00 $18,770.00 Winzer Corporation 20.60 4.00 30.00 10.0064.60 20.32 4.00 30.00 10.0064.32 Evaluation Exhibit 2 IFBBV 7403 - Bid Tabulation for Face Masks Estimated Delivery ARO Estimated Delivery ARO Estimated Delivery ARO Wedge Supply, LLCWinzer Corporation LogMet Solutions (D'S Solutions)Laredo Technical Services IncThe Pathfinder Solutions Group, LLC Estimated Delivery ARO Estimated Delivery AROUnit Price Extended Price Unit Price Extended Price Unit Price Extended Price Unit Price Extended Price Complete Supply Unit Price Extended Price Unit Price Extended Price Complete Supply The Pathfinder Solutions Group, LLC Estimated Delivery ARO Garland, TXSan Antonio, TXConverse, TXDallas, TXDecatur, GAPlano, TX 255 4 B1 - KN95 FACE MASK, DISPOSABLE (SINGLE-USE) 4,000 EA 6 C1 - DISPOSABLE SURGICAL FACE MASK (SINGLE-USE) 10,000 EA 8 D1 - REUSABLE CLOTH FACE MASKS 3-PLY CLOTH MATERIAL500EA 15 F1 - QUANTITY DISCOUNT (IF APPLICABLE)1 EA Item # 1 2 3 4 SECTION B: KN95 FACE MASKS SECTION C: DISPOSABLE SURGICAL FACE MASKS SECTION D: REUSABLE CLOTH FACE MASKS SECTION F: DISCOUNT Total: Total Contract (5 years): Evaluation Exhibit 2 IFBBV 7403 - Bid Tabulation for Face Masks Description Price/Total Cost (40%) Delivery/Project Schedule (20%) Compliance w/Specs (30%) Probable Performance (10%)Total Score: UOMQTYDescriptionLine # Principal Place of Business (City and State):Respondent's Business Name: $1.55 $1,550.00 NJ Stock $3.75 $3,750.00 7 Days No Bid $14,500.00 Highest Bid Added No Bid $14,500.00 Highest Bid Added No Bid $2,500.00 Highest Bid Added No Bid $2,500.00 Highest Bid Added 10.0%-- SECTION B: KN95 FACE MASKS SECTION C: DISPOSABLE SURGICAL FACE MASKS SECTION D: REUSABLE CLOTH FACE MASKS SECTION F: DISCOUNT $18,550.00 Evaluation 14.14 4.00 30.00 10.0058.14 15.82 4.00 30.00 10.0059.82 Exhibit 2 IFBBV 7403 - Bid Tabulation for Face Masks $20,750.00 Estimated Delivery ARO Hexco Global USA LLC Joe W. Fly Co., Inc. (JF Filtration) Hexco Global USA LLC Unit Price Extended Price Joe W. Fly Co., Inc. (JF Filtration) Unit Price Extended Price Estimated Delivery ARO Dallas, TXKissimmee, FL 256 ORDINANCE. _________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH CATALYST PR, INC., FOR THE PROCUREMENT OF FACE MASKS, FOR SECTION B – KN95 FACE MASKS, SECTION C – DISPOSABLE SURGICAL FACE MASKS, AND SECTION D – REUSABLE CLOTH FACE MASKS FOR VARIOUS CITY DEPARTMENTS; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (IFBBV 7403 – AWARDED TO CATALYST PR, 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 $125,000). WHEREAS, the City has solicited, received, and tabulated competitive best value bids, for the purchase of necessary materials, equipment, supplies or services in accordance with the procedures of State law and City ordinances based on the best value as determined by using the selection criteria set forth in the request for bids; and WHEREAS, the City’s selection committee has reviewed and recommended that the herein described bids are the best value based on the selection criteria for the materials, equipment, supplies or services as shown in the “Bid Proposals” submitted; and WHEREAS, the City’s Purchasing Agent has determined that the best value bid process provides the best value to the City for this procurement; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following competitive bids for the materials, equipment, supplies, or services, as described in the "Bid Invitations", "Bid Proposals" or plans and specifications on file in the Office of the City's Purchasing Agent filed according to the bid number assigned hereto, are hereby accepted and approved as being the lowest responsible bids: BID NUMBER VENDOR AMOUNT 7403 Catalyst PR, Inc. $125,000 SECTION 2. That the acceptance and approval of the above competitive bids shall not constitute a contract between the City and the person submitting the bid for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, specifications, standards, quantities and for the specified sums contained in the Bid Invitations, Bid Proposals, and related documents. 257 SECTION 3. Should the City and the winning bidder(s) wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the bids, the City Manager, or his designated representative, is hereby authorized to execute a written contract in accordance with the terms, conditions, specifications, standards, quantities and specified sums contained in the Bid Proposal and related documents and to extend that contract as determined to be advantageous to the City of Denton. SECTION 4. The City Council of the City of Denton, hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or his designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by __________________________ and seconded by _________________________________, the ordinance was passed and approved by the following vote [___ - ___]: Aye Nay Abstain Absent Mayor Chris Watts: ______ ______ ______ ______ Gerard Hudspeth, District 1: ______ ______ ______ ______ Keely G. Briggs, District 2: ______ ______ ______ ______ Jesse Davis, District 3: ______ ______ ______ ______ John Ryan, District 4: ______ ______ ______ ______ Deb Armintor, At Large Place 5: ______ ______ ______ ______ Paul Meltzer, At Large Place 6: ______ ______ ______ ______ 258 PASSED AND APPROVED this the day of , 2020. ------------------------ CHRIS WAITS, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY:~----------------------- APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: J)J k~~~ 259 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 504F537E-0FFD-4950-972F-C7085EE78AF8 7403FILE Cori Power FACE MASKS Yes 260 Contract 7403 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND CATALYST PR, INC. (Contract 7403) THIS CONTRACT is made and entered into this date _______________________, by and between CATALYST PR, INC., a Texas, Corporation whose address is 1701 N Thompson St, Conroe, TX 77301, hereinafter referred to as "Supplier," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products in accordance with the City’s IFBBV# 7403 Face Masks and Filters, 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, or on file, and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit “A”); (b) City of Denton’s IFBBV #7403 (Exhibit “B” on file at the office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions (Exhibit “C”); (d) Certificate of Interested Parties Electronic Filing (Exhibit “D”); (e) Supplier’s Proposal. (Exhibit "E"); (f) Form CIQ – Conflict of Interest Questionnaire (Exhibit "F") These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as “Contract Documents.” Prohibition on Contracts with Companies Boycotting Israel Supplier acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Supplier certifies that Supplier’s signature provides written verification to the City that Supplier: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition on Contracts with Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization 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 DocuSign Envelope ID: 504F537E-0FFD-4950-972F-C7085EE78AF8 261 Contract 7403 that Supplier’s signature provides written verification to the City that Supplier, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. SUPPLIER BY: _______________________________ AUTHORIZED SIGNATURE Printed Name: _______________________ Title: _______________________________ ___________________________________ PHONE NUMBER ___________________________________ EMAIL ADDRESS ___________________________________ TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER CITY OF DENTON, TEXAS BY: _______________________________ TODD HILEMAN CITY MANAGER ATTEST: ROSA RIOS, CITY SECRETARY BY: _______________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: _______________________________ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT DocuSign Envelope ID: 504F537E-0FFD-4950-972F-C7085EE78AF8 2020-653387 Principal holly@catalystpr.net 936.520.6214 Holly Arbuckle Director of Procurement and Compliance Christine Taylor Procurement and Compliance 262 Contract 7403 Exhibit A Special Terms and Conditions 1. The Quantities The quantities indicated on Exhibit E are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the bid price. Individual purchase orders will be issued on an as needed basis. 2. Product Changes During Contract Term The supplier shall not change specifications during the contract term without prior approval. Any deviation in the specifications or change in the product must be approved in advance by the City of Denton. Notice of a change shall be submitted in writing to purchasing@cityofdenton.com, with the above file number in the subject line, for review. Products found to have changed specifications without notification, and acceptance, will be returned at the supplier’s expense. Products that have been installed will be replaced at the supplier’s expense. 3. Authorized Distributor The supplier shall be the manufacturer or authorized distributor of the proposed products. The distributor shall be authorized to sell to the City of Denton, and make available the manufacturer’s representative as needed by the City. 4. 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. 5. Price Escalation and De-escalation On Supplier’s request in the form stated herein, the City will implement an escalation/de-escalation price adjustment annually based on these special terms. Any request for price adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI) or the manufacturer published pricing list. The maximum escalation will not exceed +/- 8% for any individual year. The escalation will be determined annually at the renewal date. The price will be increased or decreased based upon the annual percentage change in the PPI or the percentage change in the manufacturer’s price list. Should the PPI or manufacturer price list change exceed a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the percent change not to exceed the 8% limit per year. The supplier should provide documentation as percentage of each cost associated with the unit prices quoted for consideration. DocuSign Envelope ID: 504F537E-0FFD-4950-972F-C7085EE78AF8 263 Contract 7403 Request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must also provide supporting documentation as justification for the request. 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 reserves the right to either: 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 reject the increases within 30 calendar days after receipt of a properly submitted request. If a properly submitted increase is rejected, the Contractor 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. Pre- price increase prices 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. 6. Total Contract Amount The total contract for Section B, C, and D of IFBBV #7403, which Section B, C, and D only is awarded by this Contract for the supply of KN95 Face Masks, Disposable Surgical Face Masks, and Reusable Cloth Face Masks, shall not exceed $125,000. Pricing shall be per Exhibit E attached. 7. Delivery Lead Time Product or services shall be delivered to the City per the days/weeks noted in Exhibit E after receipt of the order. 8. Performance Liquidated Damages The Contractor shall incur contractual payment losses, as initiated by the City for performance that falls short of specified performance standards as outlined below: • Delivery beyond contracted lead times • Performance below contracted levels (services only) The Contractor shall be assessed a one (1%) percent fee each month when any one of the performance standards outlined above are not met in full. The Contractor shall be assessed a two (2%) percent profit fee each month when any two (2) or more performance standards outlined above are not met in full. At the end of each month, the City will review the monthly reports and determine the percentage of penalty to be assessed to the Contractor’s monthly profit margin. DocuSign Envelope ID: 504F537E-0FFD-4950-972F-C7085EE78AF8 264 Contract 7403 Exhibit C City of Denton 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: 504F537E-0FFD-4950-972F-C7085EE78AF8 265 Contract 7403 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: 504F537E-0FFD-4950-972F-C7085EE78AF8 266 Contract 7403 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: 504F537E-0FFD-4950-972F-C7085EE78AF8 267 Contract 7403 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. 15. FINAL PAYMENT AND CLOSE-OUT: DocuSign Envelope ID: 504F537E-0FFD-4950-972F-C7085EE78AF8 268 Contract 7403 A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor’s continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City’s right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor’s Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. DocuSign Envelope ID: 504F537E-0FFD-4950-972F-C7085EE78AF8 269 Contract 7403 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: 504F537E-0FFD-4950-972F-C7085EE78AF8 270 Contract 7403 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. 23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, DocuSign Envelope ID: 504F537E-0FFD-4950-972F-C7085EE78AF8 271 Contract 7403 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: 504F537E-0FFD-4950-972F-C7085EE78AF8 272 Contract 7403 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: 504F537E-0FFD-4950-972F-C7085EE78AF8 273 Contract 7403 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage’s and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor’s and all subcontractors’ insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers’ compensation coverage written by the Texas Workers’ Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The “other” insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. DocuSign Envelope ID: 504F537E-0FFD-4950-972F-C7085EE78AF8 274 Contract 7403 x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage’s indicated within the Contract. xiv. The insurance coverage’s specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse effect on the Contractor’s ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor’s Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the 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: 504F537E-0FFD-4950-972F-C7085EE78AF8 275 Contract 7403 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: 504F537E-0FFD-4950-972F-C7085EE78AF8 276 Contract 7403 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, employee, independent consultant, or elected official of the City who is involved in the DocuSign Envelope ID: 504F537E-0FFD-4950-972F-C7085EE78AF8 277 Contract 7403 development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker’s compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. The Vendor shall notify the City’s Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of the company or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director’s resolution approving the action, or an executed merger or acquisition agreement. Failure to do so may adversely impact future invoice payments. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the DocuSign Envelope ID: 504F537E-0FFD-4950-972F-C7085EE78AF8 278 Contract 7403 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 Contract. Any void provision shall be deemed severed from the Contract and the balance of the DocuSign Envelope ID: 504F537E-0FFD-4950-972F-C7085EE78AF8 279 Contract 7403 Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: New Year’s Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year’s Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) DocuSign Envelope ID: 504F537E-0FFD-4950-972F-C7085EE78AF8 280 Contract 7403 The following federally funded requirements are applicable. A. Definitions. As used in this paragraph – i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 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: 504F537E-0FFD-4950-972F-C7085EE78AF8 281 Contract 7403 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: 504F537E-0FFD-4950-972F-C7085EE78AF8 282 Contract 7403 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: 504F537E-0FFD-4950-972F-C7085EE78AF8 283 Contract 7403 Exhibit D Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. DocuSign Envelope ID: 504F537E-0FFD-4950-972F-C7085EE78AF8 284 Line #Description QTY UOM Unit Price Extended Price Estimated Delivery ARO 4 B1 - KN95 FACE MASK, DISPOSABLE (SINGLE-USE) 4000 EA $0.98 $3,920.00 15 Days 6 C1 - DISPOSABLE SURGICAL FACE MASK (SINGLE-USE) 10000 EA $0.28 $2,800.00 5 Days 8 D1 - REUSABLE CLOTH FACE MASKS 3-PLY CLOTH MATERIAL 500 EA $1.23 $615.00 15 Days 15 F1 - QUANTITY DISCOUNT (IF APPLICABLE)1 EA ---- SECTION B: KN95 FACE MASKS SECTION C: DISPOSABLE SURGICAL FACE MASKS SECTION D: REUSABLE CLOTH FACE MASKS SECTION F: DISCOUNT Exhibit E Conroe, TexasPlace of Business (City & State): Respondent's Business Name:Catalyst PR, Inc. DocuSign Envelope ID: 504F537E-0FFD-4950-972F-C7085EE78AF8 285 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: 504F537E-0FFD-4950-972F-C7085EE78AF8 F CATALYST PR, INC. 8/5/2020 N/A X X X X N/A 286 Certificate Of Completion Envelope Id: 504F537E0FFD4950972FC7085EE78AF8 Status: Sent Subject: Please DocuSign: City Council Contract 7403 Face Masks - Catalyst Source Envelope: Document Pages: 27 Signatures: 4 Envelope Originator: Certificate Pages: 6 Initials: 1 Cori Power AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 cori.power@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 7/28/2020 12:46:38 PM Holder: Cori Power cori.power@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Cori Power cori.power@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 7/28/2020 12:57:19 PM Viewed: 7/28/2020 12:57:40 PM Signed: 7/28/2020 12:58:19 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: 198.49.140.10 Sent: 7/28/2020 12:58:21 PM Viewed: 7/28/2020 2:17:03 PM Signed: 7/28/2020 2:18:04 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: 7/28/2020 2:18:07 PM Viewed: 8/5/2020 9:29:24 AM Signed: 8/5/2020 9:37:56 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Holly Arbuckle holly@catalystpr.net Principal Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 75.108.63.92 Sent: 8/5/2020 9:38:00 AM Viewed: 8/5/2020 10:06:06 AM Signed: 8/5/2020 10:13:00 AM Electronic Record and Signature Disclosure: Accepted: 8/5/2020 10:06:06 AM ID: e5da29f5-5bb5-436c-aea7-8cd540cb8e2e 287 Signer Events Signature Timestamp Christine Taylor Christine.Taylor@cityofdenton.com Deputy Director of Development Review City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 8/5/2020 10:13:04 AM Viewed: 8/5/2020 10:56:31 AM Signed: 8/5/2020 10:58:59 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 8/5/2020 10:59:03 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman Todd.Hileman@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/25/2017 11:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 7/28/2020 12:58:21 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: 8/5/2020 10:59:03 AM Electronic Record and Signature Disclosure: 288 Carbon Copy Events Status Timestamp 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 Cheyenne Defee cheyenne.defee@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 8/5/2020 10:59:03 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure 289 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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Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Holly Arbuckle, Todd Hileman 290 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. 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McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-1655,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 Security 2 Standard,LLC,for the procurement of Dedicated Security Officer Services for the City of Denton;providing for the expenditure of funds therefor;and providing an effective date (RFP 7411 -awarded to Security 2 Standard,LLC,for one (1)year,with the option for two (2) additional one (1) year extensions, in the total three (3) year not-to-exceed amount of $350,000). City of Denton Printed on 8/21/2020Page 1 of 1 powered by Legistar™293 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance ACM: David Gaines DATE: August 25, 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 Security 2 Standard, LLC, for the procurement of Dedicated Security Officer Services for the City of Denton; providing for the expenditure of funds therefor; and providing an effective date (RFP 7411 – awarded to Security 2 Standard, LLC, for one (1) year, with the option for two (2) additional one (1) year extensions, in the total three (3) year not-to-exceed amount of $350,000). INFORMATION /BACKGROUND This RFP’s primary goal is to secure a contractor to deliver reliable and professional security services that assures safe and secure environments for residents and staff of facilities. Security Services shall provide trained, uniformed security guard personnel and security services for the safety of the City employees and residents and staff personnel at designated location(s). Guard(s) shall enforce City policies and facility policies, patrol the premises and verify proper identification for anyone entering designated facility(s). As a part of the City’s necessary emergency responses and essential functions related to the public health emergency the City is providing emergency assistance in support of emergency shelter services in effort to provide for adequate social distancing to reduce the transmission of the COVID-19 virus by transitioning emergency shelter clients from a congregate group housing setting to hotels for added spacing and isolation. In effort to support the shelter services being provided at the hotel site, the City has procured security services to ensure the safety of hotel shelter clients and protection of the facility. The original contract was written with projected dedicated security officer services through May 10, 2020. As City Council has extended the City’s Disaster Declarations which included continuation of shelter services at the hotel sites, there have been two (2) amendments approved by City Council authorizing funding for the continued provision of security services at the hotel site through the current declaration date of August 30, 2020. Request for Proposals (RFP) was sent to 119 prospective suppliers. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. Nine (9) proposals were received and evaluated based upon published criteria including price, delivery, compliance with specifications, and probable performance. Best and Final Offers (BAFO) were requested from the top firm. Based upon this evaluation, Security 2 Standard, LLC 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 294 NIGP Code Used for Solicitation: 990 - (Service Only) - Security, Fire, Safety, and Emergency Services (Including Disaster Document Recovery) Notifications sent for Solicitation sent in IonWave: 119 Number of Suppliers that viewed Solicitation in IonWave: 23 HUB-Historically Underutilized Business Invitations sent out: 7 SBE-Small Business Enterprise Invitations sent out: 36 Responses from Solicitation: 9 RECOMMENDATION Award a contract with Security 2 Standard, LLC, for the procurement of Dedicated Security Officer Services for the City of Denton, in a one (1) year, with the option for two (2) additional one (1) year extensions, in the total three (3) year not-to-exceed amount of $350,000. PRINCIPAL PLACE OF BUSINESS Security 2 Standard, LLC Universal City, TX ESTIMATED SCHEDULE OF PROJECT This is an initial one (1) year contract with options to extend the contract for two (2) additional one (1) year periods, with all terms and conditions remaining the same. FISCAL INFORMATION These products and services will be funded through the using department’s budget on an as-needed basis. 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: Evaluation Exhibit 3: LLC Members Exhibit 4: Ordinance and Contract Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Dani Shaw, 940-349-7237. Legal point of contact: Mack Reinwand at 940-349-8333. 295 Security 2 Standard, LLC VETS Securing America Blackstone Security Services Risk Management Armored Secuirty Ranger Guard and Investigations Global Protective LLC GPI Defense Capstone Infrastructure Protection Olympus Protection Universal City, TX San Antonio, CA Phoenix, AZ Alvarado, TX Houston, TX Lewisville, TX Spring, TX Austin, TX Arlington, TX Line # 1 24 24 24 20 20 22 20 18 12 2 20 26 24 20 24 20 20 20 10 3 40 32 34 32 26 25 26 27 22 84.00 82.00 81.73 72.20 69.63 66.60 66.14 64.94 44.26 $350,000 Exhibit 2 RFP 7411 - Pricing Evaluation for Security Guard Services Respondent's Business Name: Principal Place of Business (City and State): Total Contract (3 years): Description Compliance w/Specifications-30% Probable Performance-30% Price-40% TOTAL: 296 297 ORDINANCE NO. __________________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH SECURITY 2 STANDARD, LLC, FOR THE PROCUREMENT OF DEDICATED SECURITY OFFICER SERVICES FOR THE CITY OF DENTON; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 7411 – AWARDED TO SECURITY 2 STANDARD, LLC, FOR ONE (1) YEAR, WITH THE OPTION FOR TWO (2) ADDITIONAL ONE (1) YEAR EXTENSIONS, IN THE TOTAL THREE (3) YEAR NOT-TO- EXCEED AMOUNT OF $350,000). WHEREAS, the City has solicited, received, and evaluated competitive proposals for the procurement of Dedicated Security Officer Services for the City of Denton; and WHEREAS, the City Manager, or a designated employee, has received and reviewed and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplies or services, shown in the “Request Proposals” on file in the office of the Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFP NUMBER CONTRACTOR AMOUNT 7411 Security 2 Standard, LLC $350,000 SECTION 2. That by the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, specifications, standards, quantities and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3. That should the City and person submitting approved and accepted items and of the submitted proposals wish to enter into a formal written agreement as a result of the acceptance, 298 approval, and awarding of the proposals, the City Manager, or his designated representative, is hereby authorized to execute the written contract; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities and specified sums contained in the Proposal and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton, hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or his designee. SECTION 5. By the acceptance and approval of the above enumerated proposal, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved proposal. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by __________________________ and seconded by _________________________________, the ordinance was passed and approved by the following vote [___ - ___]: Aye Nay Abstain Absent Mayor Chris Watts: ______ ______ ______ ______ Gerard Hudspeth, District 1: ______ ______ ______ ______ Keely G. Briggs, District 2: ______ ______ ______ ______ Jesse Davis, District 3: ______ ______ ______ ______ John Ryan, District 4: ______ ______ ______ ______ Deb Armintor, At Large Place 5: ______ ______ ______ ______ Paul Meltzer, At Large Place 6: ______ ______ ______ ______ 299 PASSED AND APPROVED this the day of , 2020. ------------------------ CHRIS WAITS, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY:~----------------------- APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: J)J k~~~ 300 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 71DC75A3-413E-4D2C-A970-D6AABA4C81FE 7411 Crystal Westbrook SECURITY GUARD SERVICES RFP Yes 301 Contract # 7411 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND SECURITY 2 STANDARD, LLC (CONTRACT 7411) THIS CONTRACT is made and entered into this date ______________________, by and between Security 2 Standard, LLC a limited liability company, whose address is 87017 Collingwood, Universal City, TX 78148, 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 #7411-Security Guard Services, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit “A”); (b) City of Denton’s RFP 7411 (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: 71DC75A3-413E-4D2C-A970-D6AABA4C81FE 302 Contract # 7411 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: 71DC75A3-413E-4D2C-A970-D6AABA4C81FE Financial 210-659-5136 Adviser salinasdreama@security2standardllc.com Dreama Salinas CMO Sarah Kuechler Chief of Staff 303 Contract # 7411 Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $350,000. Pricing shall be per Exhibit F attached. 2. Contract Terms The contract term will be one (1) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional two (2) one-year periods. The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council. The Supplier’s request to not renew the contract must be submitted in writing to the Purchasing Manager at least 60 days prior to the contract renewal date for each year. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months. 3. Price Escalation and De-escalation On Supplier’s request in the form stated herein, the City will implement an escalation/de- escalation price adjustment annually based on these special terms. Any request for price adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI) or the manufacturer published pricing list. The maximum escalation will not exceed +/- 8% for any individual year. The escalation will be determined annually at the renewal date. The price will be increased or decreased based upon the annual percentage change in the PPI or the percentage change in the manufacturer’s price list. Should the PPI or manufacturer price list change exceed a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the percent change not to exceed the 8% limit per year. The supplier should provide documentation as percentage of each cost associated with the unit prices quoted for consideration. Request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must also provide supporting documentation as justification for the request. 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 reserves the right to either: 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 reject the increases within 30 calendar days after receipt of a properly submitted request. If a properly submitted increase is rejected, the Contractor 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. Pre-price increase prices must be honored on orders dated up to the official date of the City of Denton approval and/or cancellation. DocuSign Envelope ID: 71DC75A3-413E-4D2C-A970-D6AABA4C81FE 304 Contract # 7411 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. 4. Performance Liquidated Damages The Contractor shall incur contractual payment losses, as initiated by the City for performance that falls short of specified performance standards as outlined below: Delivery beyond contracted lead times Performance below contracted levels (services only) The Contractor shall be assessed a one (1%) percent fee each month when any one of the performance standards outlined above are not met in full. The Contractor shall be assessed a two (2%) percent profit fee each month when any two (2) or more performance standards outlined above are not met in full. At the end of each month, the City will review the monthly reports and determine the percentage of penalty to be assessed to the Contractor’s monthly profit margin. DocuSign Envelope ID: 71DC75A3-413E-4D2C-A970-D6AABA4C81FE 305 Contract # 7411 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: 71DC75A3-413E-4D2C-A970-D6AABA4C81FE 306 Contract # 7411 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: 71DC75A3-413E-4D2C-A970-D6AABA4C81FE 307 Contract # 7411 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: 71DC75A3-413E-4D2C-A970-D6AABA4C81FE 308 Contract # 7411 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: 71DC75A3-413E-4D2C-A970-D6AABA4C81FE 309 Contract # 7411 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: 71DC75A3-413E-4D2C-A970-D6AABA4C81FE 310 Contract # 7411 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: 71DC75A3-413E-4D2C-A970-D6AABA4C81FE 311 Contract # 7411 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: 71DC75A3-413E-4D2C-A970-D6AABA4C81FE 312 Contract # 7411 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: 71DC75A3-413E-4D2C-A970-D6AABA4C81FE 313 Contract # 7411 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: 71DC75A3-413E-4D2C-A970-D6AABA4C81FE 314 Contract # 7411 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: 71DC75A3-413E-4D2C-A970-D6AABA4C81FE 315 Contract # 7411 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: 71DC75A3-413E-4D2C-A970-D6AABA4C81FE 316 Contract # 7411 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: 71DC75A3-413E-4D2C-A970-D6AABA4C81FE 317 Contract # 7411 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: 71DC75A3-413E-4D2C-A970-D6AABA4C81FE 318 Contract # 7411 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. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole DocuSign Envelope ID: 71DC75A3-413E-4D2C-A970-D6AABA4C81FE 319 Contract # 7411 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. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the DocuSign Envelope ID: 71DC75A3-413E-4D2C-A970-D6AABA4C81FE 320 Contract # 7411 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. 55. EQUAL OPPORTUNITY DocuSign Envelope ID: 71DC75A3-413E-4D2C-A970-D6AABA4C81FE 321 Contract # 7411 A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph – i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the DocuSign Envelope ID: 71DC75A3-413E-4D2C-A970-D6AABA4C81FE 322 Contract # 7411 respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Workers’ Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to DocuSign Envelope ID: 71DC75A3-413E-4D2C-A970-D6AABA4C81FE 323 Contract # 7411 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: 71DC75A3-413E-4D2C-A970-D6AABA4C81FE 324 Contract # 7411 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: 71DC75A3-413E-4D2C-A970-D6AABA4C81FE 325 Contract # 7411 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: 71DC75A3-413E-4D2C-A970-D6AABA4C81FE 326 Contract # 7411 [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: any auto, or all owned hired and non-owned autos. [X] Workers’ Compensation Insurance Contractor shall purchase and maintain Workers’ Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers’ Compensation Commission (TWCC). [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an “occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. [ ] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. [ ] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. DocuSign Envelope ID: 71DC75A3-413E-4D2C-A970-D6AABA4C81FE 327 Contract # 7411 [ ] 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: 71DC75A3-413E-4D2C-A970-D6AABA4C81FE 328 Contract # 7411 ATTACHMENT 1 [ ] Workers’ Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner- operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the DocuSign Envelope ID: 71DC75A3-413E-4D2C-A970-D6AABA4C81FE 329 Contract # 7411 project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and DocuSign Envelope ID: 71DC75A3-413E-4D2C-A970-D6AABA4C81FE 330 Contract # 7411 b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor’s failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. DocuSign Envelope ID: 71DC75A3-413E-4D2C-A970-D6AABA4C81FE 331 Contract # 7411 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: 71DC75A3-413E-4D2C-A970-D6AABA4C81FE 332 Security 2 Standard LLC Line #Description QTY UOM Unit 1 Armed Officer 1 Per Hour $17.25 2 Unarmed Officer 1 Per Hour $15.25 Exhibit F 7411 Addendum 1 - Page 1 DocuSign Envelope ID: 71DC75A3-413E-4D2C-A970-D6AABA4C81FE 333 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: 71DC75A3-413E-4D2C-A970-D6AABA4C81FE G SECURITY 2 STANDARD, LLC NA 8/17/2020 NA X X X X 334 Certificate Of Completion Envelope Id: 71DC75A3413E4D2CA970D6AABA4C81FE Status: Sent Subject: Please DocuSign: City Council Contract 7411-Security Guard Services Source Envelope: Document Pages: 34 Signatures: 4 Envelope Originator: Certificate Pages: 6 Initials: 1 Crystal Westbrook AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 crystal.westbrook@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 8/11/2020 6:56:33 PM Holder: Crystal Westbrook crystal.westbrook@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Crystal Westbrook crystal.westbrook@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 8/11/2020 7:07:54 PM Viewed: 8/11/2020 7:08:15 PM Signed: 8/11/2020 7:10:14 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: 198.49.140.10 Sent: 8/11/2020 7:10:16 PM Viewed: 8/12/2020 8:39:34 AM Signed: 8/12/2020 8:40:17 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: 198.49.140.104 Sent: 8/12/2020 8:40:18 AM Viewed: 8/14/2020 12:52:22 PM Signed: 8/14/2020 12:53:38 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Dreama Salinas salinasdreama@security2standardllc.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 162.236.249.55 Sent: 8/14/2020 12:53:40 PM Resent: 8/14/2020 1:08:27 PM Resent: 8/14/2020 1:08:42 PM Viewed: 8/15/2020 1:03:07 AM Signed: 8/17/2020 12:53:02 PM Electronic Record and Signature Disclosure: Accepted: 8/15/2020 1:03:07 AM ID: b5713f07-b6ba-4618-bcb8-a593ff5f54a5 335 Signer Events Signature Timestamp Sarah Kuechler sarah.kuechler@cityofdenton.com Director of Public Affairs/IGR Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 8/17/2020 12:53:05 PM Viewed: 8/17/2020 12:59:48 PM Signed: 8/17/2020 1:00:18 PM Electronic Record and Signature Disclosure: Accepted: 8/17/2020 12:59:48 PM ID: 2dc759f3-ff47-4e83-b2ac-70a97f8e6f85 Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 8/17/2020 1:00:21 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman Todd.Hileman@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/25/2017 11:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 8/11/2020 7:10:16 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: 8/17/2020 1:00:21 PM 336 Carbon Copy Events Status Timestamp 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 Danielle Shaw Danielle.Shaw@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 8/17/2020 1:00:21 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure 337 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: Dreama Salinas, Sarah Kuechler, Todd Hileman 338 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 20-1576,Version:1 AGENDA CAPTION Consider approval of the minutes of August 11, 2020. City of Denton Printed on 8/21/2020Page 1 of 1 powered by Legistar™341 CITY OF DENTON CITY COUNCIL MINUTES August 11, 2020 After determining that a quorum was present, the City Council of the City of Denton, Texas convened in a Work Session on Tuesday, August 10, 2020, at 1:02 p.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas. PRESENT: Mayor Chris Watts, Mayor Pro Tem Gerard Hudspeth and Council Members Keely Briggs, Jesse Davis, John Ryan, Deb Armintor, and Paul Meltzer ABSENT: None Note: Mayor Chris Watts, Mayor Pro Tem Gerard Hudspeth, and Council Members Keely Briggs, Jesse Davis, John Ryan, Deb Armintor and Paul Meltzer participated in the work session, closed meeting, 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. • Clarification was requested on the following item: o Council Member Meltzer: Consent Items 1.C (ID 20-1461) and 1.D (ID 20-1462) The Work Session was recessed at 1:05 p.m.to allow the check of technical audio difficulties and reconvened at 1:08 p.m. • Clarification was requested on the following items - Continued: o Council Member Briggs: Consent Item 1.D (ID 20-1462) o Council Member Armintor: Consent Items 1.B (ID 20-1425), 1.C (ID 20-1461), and 1.D (ID 20-1462) 3. Work Session Reports A. ID 20-1205 Receive a report, hold a discussion, and give staff direction regarding an update to the City of Denton’s COVID-19 response. 342 City of Denton City Council Minutes August 11, 2020 Page 2 Dr. Matt Richardson, Denton County Public Health Director, was scheduled to make a presentation but due to a conflicting schedule with the Denton County Commissioners Court, there was no presentation on the item. B. ID 20-1349 Receive a report, hold a discussion, and give staff direction regarding an update on options concerning the operations of residential recycling centers in the City of Denton. The item was presented and discussion followed. The Work Session was recessed at 1:44 p.m. to allow staff to address technological issues and reconvened at 1:54 p.m. Following discussion, City Council consensus was to continue with Option 1 (a) Staffed site at landfill to remain open, close unstaffed North Lakes Recycling Center; (b) Pilot a new mobile recycling center program; and (c) Evaluate the future of remote recycling events as part of the Comprehensive Solid Waste Management Strategy. Staff to look at identifying a fixed location (possibly) centrally located, control measures in place to prohibit illegal dumping, staffed vs not staffed, and weekend hours. C. ID 20-1352 Receive a report, hold a discussion, and give staff direction regarding an update of the 2012 Sustainability Plan entitled: "Simply Sustainable, A Strategic Plan for Denton’s Future". The item was presented and discussion followed. Following discussion, City Council consensus was to continue with scheduling adoption of the plan, retitled "A Strategic Framework for Denton's Future" and the formation of a Sustainability Plan Implementation Committee, with related details for the Committee to return at a future date. D. ID 20-1475 Receive a report, hold a discussion, and give staff direction regarding the General Fund preliminary FY 2020-21 Proposed Budget, Tax Rate, Capital Improvement Program, and Five Year Financial Forecast. The item related in part, to Individual Consideration Item 2.A (ID 20-1472), scheduled for consideration at the Special Called Meeting to follow later in the day. Following discussion, there was no direction provided. However, Staff requested Individual Consideration Item 2.A (ID 20-1472), scheduled for consideration at the Special Called Meeting to follow later in the day, be postponed to September 15. 343 City of Denton City Council Minutes August 11, 2020 Page 3 E. ID 20-1049 Receive a report, hold a discussion, and give staff direction on pending City Council requests for: (1) Allowing 3-minute comments from individual members of the public at all City Council work session items The item was presented and discussion followed. Following discussion, results were as follows: • Item 20-1049-1. Allowing 3-minute comments from individual members of the public at all City Council work session items o No Consensus for a Work Session The Work Session ended at 2:58 p.m. CLOSED MEETING 1. The City Council convened into a Closed Meeting at 2:58 p.m. consistent with Chapter 551 of the Texas Government Code, as amended, or as otherwise allowed by law, as follows. A. ID 20-1541 Deliberations regarding Real Property - Under Texas Government Code Section 551.072; Consultation with Attorneys - Under Texas Government Code Section 551.071. Receive information from staff, discuss, deliberate, and provide staff with direction pertaining to the potential acquisition of real property interests in the A Hickman Survey, Abstract No. 521, Denton County, Texas, and located generally along the north and west sides of Roselawn Drive within the City of Denton. Consultation with the City’s attorneys regarding legal issues associated with the potential acquisition or condemnation of the real property interests described above where a public discussion of these legal matters would conflict with the duty of the City’s attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City’s legal position in any administrative proceeding, negotiation, or potential litigation. DELIBERATED The Closed Meeting was recessed for a short break at 4:19 p.m. and reconvened at 4:28 p.m. B. ID 20-1555 Consultation with Attorneys- Under Texas Government Code Section 551.071. Consultation, discussion, deliberation, and receipt of information from the City’s attorneys involving legal matters relating to the annexation or extension/renewal of non-annexation agreements for eligible properties, 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 344 City of Denton City Council Minutes August 11, 2020 Page 4 The item related, in part, to Individual Consideration Items 2.C (ID 20-1426), 2.D (ID 20-1427), 2.E (ID 20-1428), 2.F (ID 20-1429), 2.G (ID 20-1430), 2.H (ID 20-1432), 2.I (ID 20-1433), 2.J (ID 20-1434), 2.K (ID 20-1435), 2.L (ID 20-1436), and 2.M (ID 20-1437) to be considered during the Special Called Meeting to follow later in the day. However, at the time the Special Called Meeting was held, the items were not considered and rescheduled to August 18. The Closed Meeting started at 3:04 p.m. and ended at 5:13 p.m. No votes or actions were taken during the Closed Meeting. SPECIAL CALLED MEETING After determining that a quorum was present, the City Council of the City of Denton, Texas convened in a Special Called Meeting on Tuesday, August 11, 2020, at 5:24 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 Note: Mayor Chris Watts, Mayor Pro Tem Gerard Hudspeth, and Council Members Keely Briggs, Jesse Davis, John Ryan, Deb Armintor and Paul Meltzer participated in the work session, closed meeting, 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-K. There were no items pulled for Individual Consideration. Council Member Meltzer moved to adopt the Consent Agenda 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 345 City of Denton City Council Minutes August 11, 2020 Page 5 A. ID 20-1184 Consider approval of the minutes of July 21, July 28, July 30, and August 3, 2020. APPROVED B. ID 20-1425 Consider adoption of an ordinance of the City of Denton approving a grant application from H2 Oak, LLC, from the Downtown Reinvestment Grant Program not to exceed $7,313; and providing for an effective date. The Downtown Denton Tax Increment Financing Reinvestment Zone No. 1 Board recommends approval (6-0). ASSIGNED ORDINANCE NO. 20-1425 C. ID 20-1461 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 Terry K. Davidson dba T.D. Golf, for golf instructor services for the City of Denton Parks Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 7346 - awarded to Terry K. Davidson dba T.D. Golf, 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 $150,000). ASSIGNED ORDINANCE NO. 20-1461 D. ID 20-1462 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 Primary Health, Inc. dba CareNow, for the supply of Drug, Alcohol and Physical Testing Services for the City of Denton Human Resource Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 7326 - awarded to Primary Health, Inc. dba CareNow, in the five (5) year not-to-exceed amount of $360,380). ASSIGNED ORDINANCE NO. 20-1462 2. ITEMS FOR INDIVIDUAL CONSIDERATION A. ID 20-1472 Consider approval of a resolution of the City Council of the City of Denton, Texas placing a proposal on the September 15, 2020, City Council public meeting agenda to adopt a 2020 Tax Rate that will not exceed the lower of the no-new-revenue rate or the voter approval tax rate; calling a public meeting on a tax rate to be held on September 10, 2020, and calling a budget public hearing on the Fiscal Year 2020-2021 Annual Program of Services of the City of Denton to be held on September 10, 2020; requiring publication of notice of the public meetings and hearings in accordance with the law; requiring the posting of the notice of the public meetings and hearing on the City’s Internet website; requiring the posting of the notice on the City’s public access channel; and providing an effective date. RESCHEDULED TO SEPTEMBER 15 The item was not considered and rescheduled to September 15 at Staff’s request. 346 City of Denton City Council Minutes August 11, 2020 Page 6 B. ID 20-1468 Consider approval of a resolution of the City Council of the City of Denton authorizing the filing by the City Manager, or his designee, of project applications for a remote camera surveillance system for illegal dumping grant in the amount of $26,366.79, from the North Central Texas Council of Governments; authorizing the City Manager, or his designee, to act on behalf of the City in all other matters that are related to these project applications, pledging that if funding for these projects is received, the City of Denton will comply with all project requirements of the North Central Texas Council of Governments, the Texas Commission on Environmental Quality, and the State of Texas; and providing for an effective date. ASSIGNED RESOLUTION NO. 20-1468 There were no online registrations or call-ins on the item. The item was not presented and no discussion followed. Following discussion, Council Member Briggs moved to approve the reconsideration as presented. Motion seconded by Council Member Ryan. Motion carried. There were no online registrations or call-ins on the item. AYES (7): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis, Armintor, Meltzer, and Ryan NAYS (0): None C. ID 20-1426 Consider adoption of an ordinance of the City of Denton, Texas providing for acceptance of eligible Non-Annexation Agreements (NAAs) for agricultural, wildlife management, or timberland use properties within an area of land adjacent to and abutting the existing city limits of the City of Denton, Texas, generally identified as DH-1, an area of approximately 315 acres located east of H. Lively Road, south side of FM 2449, west side of John Paine Road; providing for severability; and providing an effective date. POSTPONED TO OCTOBER 6 The item was discussed, in part, under Item 1.B (ID 20-1555) during the Closed Meeting held earlier in the day. Items 2.C (ID 20-1426), 2.D (ID 20-1427), 2.E (ID 20-1428), 2.F (ID 20-1429), 2.G (ID 20- 1430), 2.H (ID 20-1432), 2.I (ID 20-1433), 2.J (ID 20-1434), 2.K (ID 20-1435), 2.L (ID 20-1436), and 2.M (ID 20-1437) were collectively read into the record, presented, discussed, and voted on. There were no online registrations or call-ins on the item. Citizen comments received are noted in Exhibit A. 347 City of Denton City Council Minutes August 11, 2020 Page 7 Following discussion, Council Member Meltzer moved to postpone Items 2.C (ID 20-1426), 2.D (ID 20-1427), 2.E (ID 20-1428), 2.F (ID 20-1429), 2.G (ID 20-1430), 2.H (ID 20-1432), 2.I (ID 20-1433), 2.J (ID 20-1434), 2.K (ID 20-1435), 2.L (ID 20-1436), and 2.M (ID 20-1437) to October 6, provide revised agreements to all potential parties, including those that have already signed a non-annexation agreement, for a 20-year extension, and proper expiration termination language. 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 D. ID 20-1427 Consider adoption of an ordinance of the City of Denton, Texas providing for acceptance of eligible Non-Annexation Agreements (NAAs) for agricultural, wildlife management, or timberland use properties within an area of land adjacent to and abutting the existing city limits of the City of Denton, Texas, generally identified as DH-2, an area of approximately 258 acres located on the south side of University Drive, west and east sides of Thomas J. Egan Road, north of Jim Christal Road, west of Masch Branch Road; providing for severability; and providing an effective date. POSTPONED TO OCTOBER 6 The item was discussed, in part, under Item 1.B (ID 20-1555) during the Closed Meeting held earlier in the day. There were no online registrations or call-ins on the item. Citizen comments received are noted in Exhibit A. Following discussion, Council Member Meltzer moved to postpone Items 2.C (ID 20-1426), 2.D (ID 20-1427), 2.E (ID 20-1428), 2.F (ID 20-1429), 2.G (ID 20-1430), 2.H (ID 20-1432), 2.I (ID 20-1433), 2.J (ID 20-1434), 2.K (ID 20-1435), 2.L (ID 20-1436), and 2.M (ID 20- 1437) to October 6, provide revised agreements to all potential parties, including those that have already signed a non-annexation agreement, for a 20-year extension, and proper expiration termination language. 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 E. ID 20-1428 Consider adoption of an ordinance of the City of Denton, Texas providing for acceptance of eligible Non-Annexation Agreements (NAAs) for agricultural, wildlife management, or timberland use properties within an area of land adjacent to and abutting the existing city limits of the City of Denton, Texas, generally identified as DH-3, an area of 348 City of Denton City Council Minutes August 11, 2020 Page 8 approximately 421 acres located on the south side of Spring Side Road, north, south and west of Corbin Road, west of I-35; providing for severability; and providing an effective date. POSTPONED TO OCTOBER 6 The item was discussed, in part, under Item 1.B (ID 20-1555) during the Closed Meeting held earlier in the day. Items 2.C (ID 20-1426), 2.D (ID 20-1427), 2.E (ID 20-1428), 2.F (ID 20-1429), 2.G (ID 20-1430), 2.H (ID 20-1432), 2.I (ID 20-1433), 2.J (ID 20-1434), 2.K (ID 20-1435), 2.L (ID 20-1436), and 2.M (ID 20-1437) were collectively read into the record, presented, discussed, and voted on. There were no online registrations or call-ins on the item. Following discussion, Council Member Meltzer moved to postpone Items 2.C (ID 20-1426), 2.D (ID 20-1427), 2.E (ID 20-1428), 2.F (ID 20-1429), 2.G (ID 20-1430), 2.H (ID 20-1432), 2.I (ID 20-1433), 2.J (ID 20-1434), 2.K (ID 20-1435), 2.L (ID 20-1436), and 2.M (ID 20-1437) to October 6, provide revised agreements to all potential parties, including those that have already signed a non-annexation agreement, for a 20-year extension, and proper expiration termination language. 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 F. ID 20-1429 Consider adoption of an ordinance of the City of Denton, Texas providing for acceptance of eligible Non- Annexation Agreements (NAAs) for agricultural, wildlife management, or timberland use properties within an area of land adjacent to and abutting the existing City limits of the City of Denton, Texas, generally identified as DH-4, an area of approximately 347 acres located on the east side of Bonnie Brae Street, west of Fort Worth Drive, east and west of Vintage Boulevard; providing for severability; and providing an effective date. POSTPONED TO OCTOBER 6 The item was discussed, in part, under Item 1.B (ID 20-1555) during the Closed Meeting held earlier in the day. Items 2.C (ID 20-1426), 2.D (ID 20-1427), 2.E (ID 20-1428), 2.F (ID 20-1429), 2.G (ID 20-1430), 2.H (ID 20-1432), 2.I (ID 20-1433), 2.J (ID 20-1434), 2.K (ID 20-1435), 2.L (ID 20- 1436), and 2.M (ID 20-1437) were collectively read into the record, presented, discussed, and voted on. 349 City of Denton City Council Minutes August 11, 2020 Page 9 There were no online registrations or call-ins on the item. Citizen comments received are noted in Exhibit A. Following discussion, Council Member Meltzer moved to postpone Items 2.C (ID 20-1426), 2.D (ID 20-1427), 2.E (ID 20-1428), 2.F (ID 20-1429), 2.G (ID 20-1430), 2.H (ID 20-1432), 2.I (ID 20-1433), 2.J (ID 20-1434), 2.K (ID 20-1435), 2.L (ID 20-1436), and 2.M (ID 20-1437) to October 6, provide revised agreements to all potential parties, including those that have already signed a non-annexation agreement, for a 20-year extension, and proper expiration termination language. 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 G. ID 20-1430 Consider adoption of an ordinance of the City of Denton, Texas providing for acceptance of eligible Non-Annexation Agreements (NAAs) for agricultural, wildlife management, or timberland use properties within an area of land adjacent to and abutting the existing City limits of the City of Denton, Texas, generally identified as DH-5, an area of approximately 219.127 acres located on the east side of Fort Worth Drive, west side of Country Club Drive, north of Brush Creek Road; providing for severability; and providing an effective date. POSTPONED TO OCTOBER 6 The item was discussed, in part, under Item 1.B (ID 20-1555) during the Closed Meeting held earlier in the day. Items 2.C (ID 20-1426), 2.D (ID 20-1427), 2.E (ID 20-1428), 2.F (ID 20-1429), 2.G (ID 20- 1430), 2.H (ID 20-1432), 2.I (ID 20-1433), 2.J (ID 20-1434), 2.K (ID 20-1435), 2.L (ID 20- 1436), and 2.M (ID 20-1437) were collectively read into the record, presented, discussed, and voted on. There were no online registrations or call-ins on the item. Following discussion, Council Member Meltzer moved to postpone Items 2.C (ID 20-1426), 2.D (ID 20-1427), 2.E (ID 20-1428), 2.F (ID 20-1429), 2.G (ID 20-1430), 2.H (ID 20-1432), 2.I (ID 20-1433), 2.J (ID 20-1434), 2.K (ID 20-1435), 2.L (ID 20-1436), and 2.M (ID 20- 1437) to October 6, provide revised agreements to all potential parties, including those that have already signed a non-annexation agreement, for a 20-year extension, and proper expiration termination language. 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 350 City of Denton City Council Minutes August 11, 2020 Page 10 H. ID 20-1432 Consider adoption of an ordinance of the City of Denton, Texas providing for acceptance of eligible Non-Annexation Agreements (NAAs) for agricultural, wildlife management, or timberland use properties within an area of land adjacent to and abutting the existing City limits of the City of Denton, Texas, generally identified as DH-9, an area of approximately 298 acres located on the north side of Pockrus Page Road, north, south and northeast of Edwards Road; providing for severability; and providing an effective date. POSTPONED TO OCTOBER 6 The item was discussed, in part, under Item 1.B (ID 20-1555) during the Closed Meeting held earlier in the day. Items 2.C (ID 20-1426), 2.D (ID 20-1427), 2.E (ID 20-1428), 2.F (ID 20-1429), 2.G (ID 20-1430), 2.H (ID 20-1432), 2.I (ID 20-1433), 2.J (ID 20-1434), 2.K (ID 20-1435), 2.L (ID 20-1436), and 2.M (ID 20-1437) were collectively read into the record, presented, discussed, and voted on. There were no online registrations or call-ins on the item. Following discussion, Council Member Meltzer moved to postpone Items 2.C (ID 20-1426), 2.D (ID 20-1427), 2.E (ID 20-1428), 2.F (ID 20-1429), 2.G (ID 20-1430), 2.H (ID 20-1432), 2.I (ID 20-1433), 2.J (ID 20-1434), 2.K (ID 20-1435), 2.L (ID 20-1436), and 2.M (ID 20-1437) to October 6, provide revised agreements to all potential parties, including those that have already signed a non-annexation agreement, for a 20-year extension, and proper expiration termination language. 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 I. ID 20-1433 Consider adoption of an ordinance of the City of Denton, Texas providing for acceptance of eligible Non-Annexation Agreements (NAAs) for agricultural, wildlife management, or timberland use properties within an area of land adjacent to and abutting the existing City limits of the City of Denton, Texas, generally identified as DH-12, an area of approximately 1,154 acres located on the south side of E. University Drive, east of N. Mayhill Road, north and south of Blagg Road, north and south of Mills Road, and east and west of S. Trinity Road; providing for severability; and providing an effective date. POSTPONED TO OCTOBER 6 The item was discussed, in part, under Item 1.B (ID 20-1555) during the Closed Meeting held earlier in the day. There were no online registrations or call-ins on the item. 351 City of Denton City Council Minutes August 11, 2020 Page 11 Following discussion, Council Member Meltzer moved to postpone Items 2.C (ID 20-1426), 2.D (ID 20-1427), 2.E (ID 20-1428), 2.F (ID 20-1429), 2.G (ID 20-1430), 2.H (ID 20-1432), 2.I (ID 20-1433), 2.J (ID 20-1434), 2.K (ID 20-1435), 2.L (ID 20-1436), and 2.M (ID 20-1437) to October 6, provide revised agreements to all potential parties, including those that have already signed a non-annexation agreement, for a 20-year extension, and proper expiration termination language. 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 J. ID 20-1434 Consider adoption of an ordinance of the City of Denton, Texas providing for acceptance of eligible Non-Annexation Agreements (NAAs) for agricultural, wildlife management, or timberland use properties within an area of land adjacent to and abutting the existing City limits of the City of Denton, Texas, generally identified as PAA-1, an area approximately 1,171 acres located on the south side of Jim Christal Road, the north side of Tom Cole Road, west of Masch Branch Road; providing for severability; and providing an effective date. POSTPONED TO OCTOBER 6 The item was discussed, in part, under Item 1.B (ID 20-1555) during the Closed Meeting held earlier in the day. Items 2.C (ID 20-1426), 2.D (ID 20-1427), 2.E (ID 20-1428), 2.F (ID 20-1429), 2.G (ID 20- 1430), 2.H (ID 20-1432), 2.I (ID 20-1433), 2.J (ID 20-1434), 2.K (ID 20-1435), 2.L (ID 20-1436), and 2.M (ID 20-1437) were collectively read into the record, presented, discussed, and voted on. There were no on-line registrations or call-ins on the item. Following discussion, Council Member Meltzer moved to postpone Items 2.C (ID 20-1426), 2.D (ID 20-1427), 2.E (ID 20-1428), 2.F (ID 20-1429), 2.G (ID 20-1430), 2.H (ID 20-1432), 2.I (ID 20-1433), 2.J (ID 20-1434), 2.K (ID 20-1435), 2.L (ID 20-1436), and 2.M (ID 20-1437) to October 6, provide revised agreements to all potential parties, including those that have already signed a non-annexation agreement, for a 20-year extension, and proper expiration termination language. 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 352 City of Denton City Council Minutes August 11, 2020 Page 12 K. ID 20-1435 Consider adoption of an ordinance of the City of Denton, Texas providing for acceptance of eligible Non-Annexation Agreements (NAAs) for agricultural, wildlife management, or timberland use properties within an area of land adjacent to and abutting the existing City limits of the City of Denton, Texas, generally identified as PAA-2, an area approximately 1,472 acres located on the south side of FM 1173, north W. University Drive, west of I-35; providing for severability; and providing an effective date. POSTPONED TO OCTOBER 6 The item was discussed, in part, under Item 1.B (ID 20-1555) during the Closed Meeting held earlier in the day. Items 2.C (ID 20-1426), 2.D (ID 20-1427), 2.E (ID 20-1428), 2.F (ID 20-1429), 2.G (ID 20-1430), 2.H (ID 20-1432), 2.I (ID 20-1433), 2.J (ID 20-1434), 2.K (ID 20-1435), 2.L (ID 20-1436), and 2.M (ID 20-1437) were collectively read into the record, presented, discussed, and voted on. There were no online registrations or call-ins on the item. Following discussion, Council Member Meltzer moved to postpone Items 2.C (ID 20-1426), 2.D (ID 20-1427), 2.E (ID 20-1428), 2.F (ID 20-1429), 2.G (ID 20-1430), 2.H (ID 20-1432), 2.I (ID 20-1433), 2.J (ID 20-1434), 2.K (ID 20-1435), 2.L (ID 20-1436), and 2.M (ID 20-1437) to October 6, provide revised agreements to all potential parties, including those that have already signed a non-annexation agreement, for a 20-year extension, and proper expiration termination language. 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 L. ID 20-1436 Consider adoption of an ordinance of the City of Denton, Texas providing for acceptance of eligible Non-Annexation Agreements (NAAs) for agricultural, wildlife management, or timberland use properties within an area of land adjacent to and abutting the existing City limits of the City of Denton, Texas, generally identified as PAA-3, an area approximately 1,075 acres located on the south side of Ganzer Road, north and south of Barthold Road, north of FM 1173, west of I-35; providing for severability; and providing an effective date. POSTPONED TO OCTOBER 6 The item was discussed, in part, under Item 1.B (ID 20-1555) during the Closed Meeting held earlier in the day. 353 City of Denton City Council Minutes August 11, 2020 Page 13 Items 2.C (ID 20-1426), 2.D (ID 20-1427), 2.E (ID 20-1428), 2.F (ID 20-1429), 2.G (ID 20-1430), 2.H (ID 20-1432), 2.I (ID 20-1433), 2.J (ID 20-1434), 2.K (ID 20-1435), 2.L (ID 20-1436), and 2.M (ID 20-1437) were collectively read into the record, presented, discussed, and voted on. There were no online registrations or call-ins on the item. Following discussion, Council Member Meltzer moved to postpone Items 2.C (ID 20-1426), 2.D (ID 20-1427), 2.E (ID 20-1428), 2.F (ID 20-1429), 2.G (ID 20-1430), 2.H (ID 20-1432), 2.I (ID 20-1433), 2.J (ID 20-1434), 2.K (ID 20-1435), 2.L (ID 20-1436), and 2.M (ID 20- 1437) to October 6, provide revised agreements to all potential parties, including those that have already signed a non-annexation agreement, for a 20-year extension, and proper expiration termination language. 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 M. ID 20-1437 Consider adoption of an ordinance of the City of Denton, Texas providing for acceptance of eligible Non-Annexation Agreements (NAAs) for agricultural, wildlife management, or timberland use properties within an area of land adjacent to and abutting the existing City limits of the City of Denton, Texas, generally identified as PAA-4, an area of approximately 1,555 acres located on the south side of Milan Road, north of Loop 288, east of I-35; providing for severability; and providing an effective date. POSTPONED TO OCTOBER 6 The item was discussed, in part, under Item 1.B (ID 20-1555) during the Closed Meeting held earlier in the day. Items 2.C (ID 20-1426), 2.D (ID 20-1427), 2.E (ID 20-1428), 2.F (ID 20-1429), 2.G (ID 20-1430), 2.H (ID 20-1432), 2.I (ID 20-1433), 2.J (ID 20-1434), 2.K (ID 20-1435), 2.L (ID 20-1436), and 2.M (ID 20-1437) were collectively read into the record, presented, discussed, and voted on. There were no online registrations or call-ins on the item. Following discussion, Council Member Meltzer moved to postpone Items 2.C (ID 20-1426), 2.D (ID 20-1427), 2.E (ID 20-1428), 2.F (ID 20-1429), 2.G (ID 20-1430), 2.H (ID 20-1432), 2.I (ID 20-1433), 2.J (ID 20-1434), 2.K (ID 20-1435), 2.L (ID 20-1436), and 2.M (ID 20- 1437) to October 6, provide revised agreements to all potential parties, including those that have already signed a non-annexation agreement, for a 20-year extension, and proper expiration termination language. Motion seconded by Council Member Davis. Motion carried. 354 City of Denton City Council Minutes August 11, 2020 Page 14 AYES (7): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis, Ryan, Armintor, and Meltzer NAYS (0): None 3. CONCLUDING ITEMS None With no further business, the meeting was adjourned at 6:24 p.m. ____________________________________ ____________________________________ CHRIS WATTS ROSA RIOS MAYOR CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON, TEXAS MINUTES APPROVED ON: ____________________________________ 355 Name Last Address City Agenda Item Position Method CommentsDon Barlow 4365 S. Bonnie Brae Denton 20-1429 Not Stated TelephoneFew things to know about his property and his neighbors, is that Bonnie Brae is jointly owned by some of theowners. Have seeded land in a non-adversarial agreement. Has 10 pages of deed restrictions for the properties inquestion. Do have built in regulations of their own. Were surprised on the letter of proposed annexation. Took itas intimidation. Annexation has a 5-year cycle. Although notes voluntary, it is a oxymoron. Agreements favorCity. Many owners have floodplain so could not develop. “Regulations” is a code word for “fees.” Reason for allof this is taxes. Most owners are retirees and being taxed by the City affects them. Make period 35 years butrealizes that may be too much.Linda Cole 6376 Jim Christal Road Denton 20-1427 Not Stated TelephoneSigned the agreement and previous non-annexation agreements as at the beginning were told had to sign or beannexed immediately. Had no choice. Want to be on the record this was not done voluntarily; had no choice. Doesnot sure why need the agreement as long as they say Ag. Would appreciate Council taking time in making adecision to benefit the City and the owners.Nathan Harvey 4353 S. Bonnie Brae Denton 20-1426 Support TelephoneThanked those willing to talk to him. Some do not want the annexation. Do not want to have to go through re-annexation every few years. Every property owner he has spoken with has indicated they have no problems signinga development agreement ensuring property developed to city regulations. Those that have yet not signed, none ofthem like the language that forces them into annexation in 5 years. Based on current language, there is noguarantee that future Councils won’t force the annexation, which is the main concern. Does not feel the currentagreement is satisfactory. Wants to reach an arrangement where City needs and those of the property owners aremet; perhaps this can wait.NOTE: Comments for those citizens addressing the City Council are an abbreviated summary.August 11, 2020 City Council Special Meeting - EXHIBIT ASpeaker Commentaries/RegistrationsOnline, Email, Phone356 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-1682,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton, Texas establishing a rate schedule for electric vehicle charging rate (“Schedule EVCR”); and, providing for an effective date. City of Denton Printed on 8/21/2020Page 1 of 1 powered by Legistar™357 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Denton Municipal Electric CM/ DCM/ ACM: Antonio Puente, Jr., Executive Manager of Utilities DATE: August 25, 2020 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas establishing a rate schedule for electric vehicle charging rate (“Schedule EVCR”); and, providing for an effective date. BACKGROUND In 2013, DME installed publicly available Blink electric vehicle chargers at North Lakes Park, South Lakes Park, and the North and South branches of Denton Public Library. The chargers were part of the Blink network. Blink had control over the pricing model associated with the Blink network. The Blink chargers reached their end of life and were recently upgraded to a ChargePoint (CP) platform. The CP platform provides the charger owner (City of Denton) the flexibility to establish and implement a pricing model. The proposed ordinance will establish an Electric Vehicle Charging Rate (EVCR). This EVCR will published in the rate book and will be subject to review and approval by the governing bodies. DISCUSSION As electric vehicle adoption continues to rise, the need for charging infrastructure has become more pressing. DME recently upgraded chargers at the 4 locations mentioned above. The new platform provides the City control over the pricing model of the chargers. Currently there is not a uniform or standard method that is used to price EV charging services. Two popular models include pricing based on kilowatt hours (kWh) and minutes of charge. These units are equivalent to the standard dollars per gallon for fueling non-electric vehicles. The EVCR rate will use minutes of charge unit, as it is more straightforward. For context, it takes 4-5 hours to completely charge a Nissan Leaf. The hourly charge rate based on the EVCR would be $2.40. The proposed EVCR rate is the same as the Blink network rate. Public charging rates vary state by state. Texas is on the lower end with prices as low as $0.04/minute and California on the high end at $0.19/minute. EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – EVCR Ordinance Respectfully submitted: Chris Lutrick (940) 349-7152 Energy Services Executive Manager City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 358 359 360 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:A20-0002c,Version:1 AGENDA CAPTION Conduct the second of two readings and consider adoption of an ordinance of the City of Denton,Texas annexing approximately 140.607 acres of land generally located on both sides of Vintage Boulevard and west of Fort Worth Drive to the City of Denton,Denton County,Texas;providing for a correction to the city map to include the annexed land;and provide for a savings clause and an effective date.(A20-0002,Burch Tract,Ron Menguita) City of Denton Printed on 8/21/2020Page 1 of 1 powered by Legistar™361 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services CM: Todd Hileman DATE: August 25, 2020 SUBJECT Conduct the second of two readings and consider adoption of an ordinance of the City of Denton, Texas annexing approximately 140.607 acres of land generally located on both sides of Vintage Boulevard and west of Fort Worth Drive to the City of Denton, Denton County, Texas; providing for a correction to the city map to include the annexed land; and provide for a savings clause and an effective date. (A20-0002, Burch Tract, Ron Menguita) BACKGROUND The applicant, Robert Betarcur of McAdams, on behalf of the property owner, Richard Burch, representing Burch Family Farm, Ltd., has submitted a petition for voluntary annexation of approximately 140.607 acres of land. This voluntary annexation complies with Subchapter C-3, Chapter 43 of the Texas Local Government Code. The subject property is currently under a Non-Annexation Agreement (NAA), Ordinance 2016-115. The subject NAA is due to expire on August 1, 2020. If the petition to annex is approved, no further action on the NAA is required. The Future Land Use designation for the subject property is split, with the western portion of the property designated as Rural Areas and the eastern portion designated as Low Residential. Upon annexation, the applicant intends to submit an initial zoning application to designate the western portion, approximately 43.617 acres to Residential 6 (R6) and the eastern portion, approximately 96.99 acres to Residential Rural (RR). The intent is to develop the western portion as a Single-family Detached Dwelling residential subdivision with approximately 110 dwelling units. The eastern portion of the property will remain undeveloped and used for Agriculture use. Much of the eastern portion is within floodway and floodplain and undevelopable. Vintage Boulevard that bisects the subject property was annexed into the City of Denton in 2010 and is not part of this annexation. This segment of Vintage Boulevard, approximately 8.767 acres, was deeded to the City of Denton by the current property owner in 2003 through a Street Right-of-Way Deed. The area surrounding the subject property is mostly in the county within the City’s Extra-territorial Jurisdiction (ETJ), Division 1. Northwest of the property is Meadows at Hickory Creek, a Single-family Detached Dwelling residential subdivision, zoned Residential 6 (R6). North and northeast is undeveloped zoned Planed Development (PD) and Residential 2 (R2). Southeast is Highway 377, a primary arterial. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 362 Southwest and west are parcels that are developed with Single-family Detached Dwelling units located within the City’s ETJ. On the western portion of the property there is a single gas well. According to the applicant the gas well has been plugged and is no longer an active site. The City of Denton has received a copy of a signed W3 form the Railroad Commission of Texas Oil and Gas Division. By receiving the W3 form, the gas well is considered plugged by the City of Denton. Per Section 2.7.5 of the Denton Development Code, annexations must comply with Chapter 43 of the Texas Local Government Code and with the City of Denton Charter. See requirements below: • Section 43.0672 of the Texas Local Government Code states that the governing body of the municipality that elects to annex an area under this subchapter must first negotiate and enter into a written agreement with the owners of land in the area for the provision of services in the area. • Section 43.0673 of the Texas Local Government Code states that before a municipality may adopt an ordinance annexing an area under this subchapter, the governing body of the municipality must conduct one public hearing. • The City’s Charter specifies that annexation ordinances must be approved by a vote of not less than four- (4/5) of the Council’s membership and requires the ordinance to be published for at least 30 days in the paper before final action is taken. In addition to these requirements, Subsection 2.4.5E of the Denton Development Code also provides general criteria for approval applicable to all applications. These criteria are outline below: Section 2.4.5.E Criteria Findings Criteria Met? 1. General – meets general criteria and application specific criteria The proposed annexation meets all criteria. Yes 2. Prior Approvals – consistent with terms and conditions of any prior approved plan or agreement The proposed annexation is consistent with the terms of the existing NAA. Yes 363 3. Consistent with Comprehensive Plan and other Applicable Plans The Future Land Use designation for the subject property is split, with the western portion of the property designated as Rural Areas and the eastern portion designated as Low Residential. Upon annexation, the applicant intends to submit an initial zoning application to designate the western portion to Residential 6 (R6) and the eastern portion to Residential Rural (RR). The intent is to develop the western portion as a Single-family Detached Dwelling residential subdivision with approximately 106 dwelling units. The eastern portion of the property will remain undeveloped and used for Agriculture use. If the petition to annex is approved, the initial zoning application will be presented to City Council for consideration. Yes 4. Compliance with the DDC The annexation application is in compliance with the procedures specified in Section 2.7.5. Future development of the property will have to be in compliance with the zoning, subdivision, and other development standards of the Denton Development Code. Yes 5. Compliance with Other Applicable Regulations – consistent with other city regulations as well as federal and state regulations The annexation application is being processed in accordance with the City’s Charter and TLGC Chapter 43 requirements. Yes 6. Consistent with Interlocal and Development Agreements The proposed annexation is consistent with the terms of the existing NAA. Yes 7. Minimizes Adverse Environmental Impacts There is floodway, floodplain and Environmentally Sensitive Areas (ESAs) identified on the property. If the property developed in the ETJ the City would not have authority to enforce the ESA standards. Upon annexation, future development activities will be subject to all FEMA and ESA requirements. Yes 8. Minimizes Adverse Impacts on Surrounding Property Annexation would not adversely impact surrounding properties and would assure future development of the site is consistent with the City’s standards. Yes 364 9. Minimizes Adverse Fiscal Impacts Annexation of the subject property would offer a financial benefit to the City as it would become part of the City tax roll. Yes 10. Compliance with Utility, Service, and Improvement Standards In accordance with the service agreement, services will be required to be extended in accordance with the City’s standards upon development of the property. Yes 11. Provides Adequate Road Systems In accordance with the service agreement, there is currently roadway access to the site via Vintage Boulevard. Yes 12. Provides Adequate Public Services and Facilities In accordance with the service agreement, there is adequate access to public services and facilities. In addition, staff reached out to the Argyle Independent School District (ISD) and informed the ISD of the annexation petition and details of the upcoming residential development proposed by the property owner/developer. Generally, the ISD was appreciative of the information and asked that they be kept informed of any proposed development in the area, within and/or close to their ISD boundary. Yes 13. Rational Phasing Plan No phasing is proposed as part of the annexation. Not Applicable PRIOR ACTION/REVIEW (Council, Boards, Commissions) Date Council, Board, Commission Request Action April 5, 2016 City Council Non-Annexation Agreement, Ordinance 2016-115 Approved July 21, 2020 City Council Municipal Services Agreement Ordinance Approved July 21, 2020 City Council Public Hearing No Action July 21, 2020 City Council First Reading of the Annexation Ordinance No Action July 24, 2020 Published Annexation Ordinance in the paper EXHIBITS 1. Agenda Information Sheet 2. Site Location Map 3. Future Land Use Map 4. Current Zoning Map 5. Fiscal Impact Analysis 6. Draft Annexation Ordinance 365 7. Ordinance Exhibit A – Legal Description 8. Ordinance Exhibit B – Location Map 9. Ordinance Exhibit C – Municipal Services Agreement 10. Presentation Respectfully submitted: Richard Cannone, AICP Deputy Director Development Services Planning Director Prepared by: Ron Menguita, AICP Principal Planner 366 £¤ ") 377 1830FORTWORTHROSELAWN TAMARACK GLASGOWSONOMAVINYARD COUNTRY CLUBVINTAGE MARKHIDDENMEADOWSSHAGBARKP RIVATE NAPAV ALLEYBERNI ECEJONESWINTERCREEK STONECROP STONETRAILCREEKDALERHONENORA S P RINGCREEKALSACEBUCKTHORN HORNBEAM BENTCREEK WIN THROPHI LLBELMONTRICH CHI P P IN G C A M P DENRYAN RE G ENCY ARG Y L EKERRY DOTSON LAURENSPLACEHAMI LTONUPPERGLENWICKMERLOTBONNIE BRAEBROWNBROTHERS MISSION DANIEL CAVE N D I S HI 35 WSKIVUE W A R WICKCRESCENT KILLDEER JAMESHICKO R Y CREEK CORBIN SANDERS HOBSONCOUNTRYVIEW ALLRED FUTUREBONNIEBRAEA20-0002Site Location 0 1,000 2,000500Feet 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 ofthe City of Denton 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 orimplied, are provided for the data herein, its use, or its interpretation. Utilization of this map indicates understanding and acceptance of this statement. SITE Parcels Roads COD ETJ NAA 8/1/20 µ Date: 5/11/2020 In 200ft address spreadsheet include the acreage and percentage of each of the owners within the bufferMAKE SURE TO REMOVE THE SITE ADDRESSES/ACREAGE 367 £¤ ") 377 1830 LowResidential Parks /Open Space Government /Institutional IndustrialCommerce ModerateResidential Rural AreasFORTWORTHROSELAWN TAMARACK SONOMA COUNTRY CLUBVIN Y ARDVINTAGE HIDDENMEADOWSNAPA V ALLEYBERNIECEJONESWINT ERCREEK STONECROP CREEKDALERHONENORA SPRINGCREEK AL SACEBUCKTHORN HORNBEAM BENTC REEK PRIVA TE WIN THROPHI LLBELMONTCHI P P IN G C A M P DENRYAN REG E N CY A R GYLEHAMI L TONBONNIEBRAEMISSION DANIEL I 35 WSKIVUE W A R WICKCRESCENT KILLDEER JAMESHICKO R Y C REEK CORBIN SANDERS HOBSONCOUNTRYVIEW ALLRED FUTUREBONNIEBRAEA20-0002Future Land Use Map 0 1,000 2,000500Feet 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 ofthe City of Denton 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 orimplied, are provided for the data herein, its use, or its interpretation. Utilization of this map indicates understanding and acceptance of this statement. SITE Parcels Roads Future Land Use Rural Areas Low Residential Moderate Residential Community Mixed Use Neighborhood Mixed Use Business Innovation Industrial Commerce Government / Institutional Parks / Open Space µ Date: 5/11/2020 In 200ft address spreadsheet include the acreage and percentage of each of the owners within the bufferMAKE SURE TO REMOVE THE SITE ADDRESSES/ACREAGE 368 £¤ ") 377 1830FORT WORTHROSELAWN TAMARACK GLASGOWSONOMA COUNTRYCLUBVIN Y ARDVI NTAGEHIDDENMEADOWSSHAGBARKPRIVATENAPA VALLEYBERNI ECEJONESWINT ERCREEK STONECROP CREEKDALERHONENORA SPRINGCREEK BUCKTHORN POPPYVALLEYHORNBEAM BENTCREEK CENTRALVILLAGE WIN THROPHI LLBELMONTRICH CHI P P IN G C A M P DENRYAN RE G ENCY ARGYLEKERRY DOTSON HAMI LTONUPPERGLENWICKMERLOTBONNIE BRAEBROWNBROTHERS MISSION DANIEL CAVE N D I S HI 35 WSKIVUE WICKW O OD KILLDEER JAMESCORBIN SANDERS HOBSON ALLRED FUTUREBONNIEBRAEMN R2 LI R7 R4 R1 HI PD-PF SC R3 GO PD-R6 R6 PFMPC PD HC RR A20-0002Currrent Zoning Map 0 1,000 2,000500Feet 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 ofthe City of Denton 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 orimplied, are provided for the data herein, its use, or its interpretation. Utilization of this map indicates understanding and acceptance of this statement. SITE Parcels Roads µ Date: 5/11/2020 In 200ft address spreadsheet include the acreage and percentage of each of the owners within the bufferMAKE SURE TO REMOVE THE SITE ADDRESSES/ACREAGE RR - Residential Rural R1 - Residential R2 - Residential R3 - Residential R4 - Residential R6 - Residential R7 - Residential MN - Mixed-Use Neighborhood MD - Mixed-Use Downtown Core MR - Mixed-Use Regional HC - Highway Commercial SC - Suburban Corridor GO - General Office LI - Light Industrial HI - Heavy Industrial PF - Public Facilities PD - Planned Development MPC OVERLAY 369 June 24, 2020 Vintage Village Fiscal Impact PREPARED BY: CATALYST COMMERCIAL 370 Page | 1 FISCAL AND ECONOMIC IMPACT ANALYSIS: VINTAGE VILLAGE RESIDENTIAL DEVELOPMENT – DENTON, TEXAS Wednesday, June 24, 2020 Table of Contents Introduction ......................................................................................................................................................... 2 Executive Summary ...................................................................................................................................... 2 Description of the Project ............................................................................................................................ 2 Methodology ................................................................................................................................................ 5 Economic Impact during the Project's Construction ............................................................................................ 7 Estimated Development Costs ..................................................................................................................... 7 Local Effects of Construction Spending ........................................................................................................ 9 Costs and Benefits for Local Taxing Authorities ................................................................................................. 10 Economic Impact of the Project upon Completion of Construction .......................................................... 10 Cost of Service: ........................................................................................................................................... 11 About Catalyst .................................................................................................................................................... 11 Appendix ............................................................................................................................................................ 11 Terms and Conditions ................................................................................................................................ 11 Data and Rates Used in the Analysis .......................................................................................................... 12 371 Page | 2 FISCAL AND ECONOMIC IMPACT ANALYSIS: VINTAGE VILLAGE RESIDENTIAL DEVELOPMENT – DENTON, TEXAS Introduction This report presents the results of an economic impact analysis performed by Catalyst Commercial, Inc. The analysis was to determine and quantify the economic impacts associated with the development and construction of a residential subdivision called Vintage Village in Denton, Texas. This analysis estimates the economic impacts associated with the project’s development will have on the Denton market. The primary purpose of this analysis is to report the estimated fiscal benefits of the Vintage Village development. Executive Summary The residential project addressed in this analysis is a +/- 110-unit subdivision called Vintage Village. Total direct development/construction costs, including construction/development estimates, permitting, impact fees, and associated costs are currently estimated at $43.56 million. Of that amount, Catalyst estimates that roughly $33.64 million (77.2%) would directly impact the local Denton area economy, primarily in the construction sector, with the balance of the spending benefitting the greater Denton region. Total economic impacts from construction spending, including multiplier effects, would add an estimated $55.24 million in output to the Denton Area’s economy. This impact supports approximately 256 jobs and could generate $11.99 million in increased earnings across all industries, representing average earnings of more than $46,800 per job. The construction period is estimated at 2-3 years; however absorption would be dependent on the local economy. The project could support an annual average of 85 jobs across all industries and could generate $11.21 million in output annually. The State share of total sales taxes generated from construction spending are estimated to be $1.31 million. An additional $418,000 could be generated for Denton City including special use, municipal entities, and school districts, but will vary depending on the location of the many suppliers to the project. Some additional sales taxes would also be collected by neighboring counties in the North Texas region. The combined household incomes of the project’s residents will be significant, and is estimated at $11.85 million (Assuming an average income of $107,682 per household) at completion occupancy. Future residents will yield an estimated $2.13 million in discretionary spending ability, which can be spent on food, retail, and entertainment. Some of this spending may support additional retail, restaurant and commercial businesses near the Vintage Village development. In addition to the benefits produced by the residential additions, the additional infrastructure will generate fiscal impact for the City of Denton. This will include the property taxes from the new residential units, as well as the costs of service for adding new residents. During the three year construction period, the Vintage Village development is expected to deliver an estimated $257,202 in cumulative property taxes, which is the result of adding just under a million dollars annually to the property tax rolls. Over the first 20 years of the Vintage Village project (including construction), an estimated collection of property taxes in the amount of $4.79 million will be collected. The property taxes alone deliver a surplus to the taxing authorities after the cost of service is deducted. Description of the Project ZENA Land Development has assembled an approximate 52-acres on the south side of Denton near the SE corner of the intersection of Vintage Boulevard and US-377; which is just north of the Argyle City limits (Argyle ISD) in Denton County. The proposed development consists of 110 single-family homes in a residential subdivision complete with associated infrastructure and a large open space area with two ponds. The following map shows the location of the site. 372 Page | 3 FISCAL AND ECONOMIC IMPACT ANALYSIS: VINTAGE VILLAGE RESIDENTIAL DEVELOPMENT – DENTON, TEXAS ZENA Land Development has indicated that the project consists of an estimated total development cost of $43.56 million, including acquisition, all site work and associated infrastructure. Residential pads will be sold to homebuilders and built in a single phase over a three year period. Catalyst assumes that the homebuilding period will begin in 2021 and be complete in 2023. Based on the development budget and discussions with the developer, we estimate that the development will be of high quality and compete for the upper-middle income segment of the market. Additionally, there will be some costs and benefits for local taxing districts during construction and over the first twenty years following completion. 373 Page | 4 FISCAL AND ECONOMIC IMPACT ANALYSIS: VINTAGE VILLAGE RESIDENTIAL DEVELOPMENT – DENTON, TEXAS 374 Page | 5 FISCAL AND ECONOMIC IMPACT ANALYSIS: VINTAGE VILLAGE RESIDENTIAL DEVELOPMENT – DENTON, TEXAS Methodology To assess the project’s overall effects on the Denton community and area, the following measures of impact were considered: Economic Impacts The growth that will occur in the economy of an area from the development of new facilities and the increase in business activity generated by the new product. The total economic impacts of the project is the sum of direct and indirect (or induced) effects that are generated in the economy. Direct Effects These are caused by the initial investment, earnings, and sales of the project or development, including the direct employment payroll. Indirect and Induced Impacts The results of applying a multiplier to spending and the recirculation throughout the local economy, which supports suppliers, businesses, employment, and household earnings. Impacts as a result of construction These are described as the economic effects associated directly with the construction of a property, including the appropriate tenants. Impacts as a result of operations These economic effects are a result of the property operations and generally apply to both residential and commercial operating efforts. Economic Impacts as a result of employees and household spending Most often included as a part of the multiplier effects in a project, there is a certain amount of increased spending is captured by local businesses. Some impacts are notable by the length of time, such as: One-time This impact only occurs once during the project primarily during the development and construction phase. Recurring Impact These impacts occur annually from continuing operations in the project. Estimates of direct effects for the Vintage Village development project during and after construction are dependent on the estimates provided by the development team and from research conducted in the area market. Since builders have not yet been selected, Catalyst did not consider specific or detailed construction designs for the residential units, rather utilized estimates and averages of construction data available from the developer and other builders in the area. Direct effects were also estimated based on residential unit pricing and Catalyst applied multipliers for some industries to estimate employment effects in the area from the project. 375 Page | 6 FISCAL AND ECONOMIC IMPACT ANALYSIS: VINTAGE VILLAGE RESIDENTIAL DEVELOPMENT – DENTON, TEXAS About RIMS II The Regional Input Output Modeling System (RIMS II) was developed by the Bureau of Economic Analysis (BEA) in the U.S. Department of Commerce. Catalyst utilized RIMS II multipliers and “Table 1.5 Total Multipliers for Output, Earnings, Employment and Value Added by Detailed Industry (Type II)” for the Denton County Area. Catalyst did not consider any of the positive or negative effects on neighboring or comparable developments. 376 Page | 7 FISCAL AND ECONOMIC IMPACT ANALYSIS: VINTAGE VILLAGE RESIDENTIAL DEVELOPMENT – DENTON, TEXAS Economic Impact during the Project's Construction Estimated Development Costs The proposed development is planned to include 110 single-family housing units. The development is being constructed from raw land and will include the development of infrastructure such as roads and utilities for the lots. Builders will construct the homes resulting in an average market price of $396,000 and an average home of 3,200 SF. Ranges for construction in the market are in the range of $105 to $145 per SF depending on the finish-out involved. Using the data available from the development team and industry estimates including the National Association of Home Builders, the following budget estimate was created to align with the project. The Vintage Village development is anticipated to be in the various stages of development/construction for three years before all the homes are completed. The following table outlines the annual development by year, estimated value of construction by year, and estimated taxable values per year. TOTAL % of Total Hard Costs Site Acquisition $1,825,000 4.2% Construction Hard Costs $20,625,000 47.3% Development & Project Management Fees $12,474,844 28.6% Hard Cost Contingency $1,306,800 3.0% Subtotal Hard Costs $36,231,644 83.2% Soft Costs Permitting, Impact & Inspection Fees $2,555,614 5.9% Architect/Engineering/Land Planning $931,380 2.1% Legal & Closing $578,835 1.3% Insurance $447,282 1.0% Marketing Costs & Commisssions $1,736,506 4.0% Finance Costs $657,767 1.5% Soft Contingency $420,971 1.0% Subtotal Soft Costs $7,328,356 16.8% TOTAL Development Cost (Rounded)$43,560,000 100% Estimated Development/Construction Budget Source: Developer data, Catalyst estimates, NAHB cost guidelines Y 0 Y 1 Y 2 Y 3 Y 4 Y 5 Y 20 TOTAL Sagebrook Single Family Residential 2020 2021 2022 2023 2024 2025 2040 TOTAL Phase One 0.00 10.0 50.0 50.0 0.0 0.0 0.0 110.0 New Population 0.00 24.9 124.5 124.5 0.0 0.0 0.0 273.9 Estimated Taxable Value -$ 3,960,000$ 19,800,000$ 19,800,000$ -$ -$ -$ 43,560,000$ Estimated Property Taxes -$ 23,382$ 116,910$ 116,910$ -$ -$ -$ 257,202$ Cumulative Property Taxes (estimated)23,382$ 140,292$ 257,202$ 257,202$ 257,202$ 257,202$ 4,793,306$ Consolidated Residential Development Total 0.00 10.0 50.0 50.0 0.0 0.0 0.0 110.0 New Population 0.00 24.9 124.5 124.5 0.0 0.0 0.0 274 Estimated Taxable Value -$ 3,960,000$ 19,800,000$ 19,800,000$ -$ -$ -$ 43,560,000$ Estimated New Annual Property Taxes -$ 23,382$ 116,910$ 116,910$ -$ -$ -$ 257,202$ Consolidated Cumulative Property Taxes (estimated)-$ 23,382$ 140,292$ 257,202$ 257,202$ 257,202$ 257,202$ 4,793,306$ Vintage Village Annual Development and Construction 377 Page | 8 FISCAL AND ECONOMIC IMPACT ANALYSIS: VINTAGE VILLAGE RESIDENTIAL DEVELOPMENT – DENTON, TEXAS From an impact perspective, construction brings jobs and spending to the community both directly and indirectly. Estimating these employment effects using RIMS II Multipliers, including “impacts based on changes in final demand” and “impacts based on changes in (direct) employment and earnings”, are calculated based on the construction and development estimates for the project. As summarized in the previous table (Estimated Development/Construction Budget), the estimated total development cost including both hard and soft costs is rounded to $43.56 million. Of this total budget, 4.2% is dedicated to land acquisition, 79.0% to construction hard costs (including homes) and the balance (16.8%) to permitting, engineering/design, financing, and other soft costs. To estimate the project’s economic impact to the area during the construction period, some of the costs were removed from the budget if they were deemed to have no benefit to the Denton economy. All or portions of development costs associated with the acquisition of the site and permitting were deducted along with parts of other areas such as contingencies, insurance, and finance to account for the likely portion that is likely to benefit or be purchased from vendors located outside the area. The total reduction was about $9.92 million (22.8%) from the budget totals for expenditures that are not likely to impact the area’s economy. The remaining directly impacting portion is approaching $33.64 million. Once the direct costs are established, the impact amounts are allocated according to their closely corresponding RIMS II industry sectors. The resulting economic impacts are calculated using the multipliers in terms of total output, earnings, employment, and value added. Hard Costs Construction Value % Economic Impact (1)Direct Economic Impact Site Acquisition $1,825,000 0.0%$0 Construction Hard Costs $20,625,000 90.0%$18,562,500 Development & Project Management Fees $12,474,844 80.0%$9,979,875 Hard Cost Contingency $1,306,800 80.0%$1,045,440 Subtotal Hard Costs $36,231,644 81.7%$29,587,815 Soft Costs Permitting, Impact & Inspection Fees $2,555,614 0.0%$0 Architect/Engineering/Land Planning $931,380 100.0%$931,380 Legal & Closing $578,835 100.0%$578,835 Insurance $447,282 60.0%$268,369 Marketing Costs & Commisssions $1,736,506 100.0%$1,736,506 Finance Costs $657,767 30.0%$197,330 Soft Contingency $420,971 80.0%$336,777 Subtotal Soft Costs $7,328,356 55.3%$4,049,197 TOTAL Development Cost (Rounded)$43,560,000 77.2%$33,640,000 Estimated Direct Effects from Development/Construction Source: Developer data, Catalyst estimates, NAHB cost guidelines General Economic Benefits from Construction (1) Estimated % of the total project costs likely to be spent in and impacting the Denton area economy within DFW Metro. 378 Page | 9 FISCAL AND ECONOMIC IMPACT ANALYSIS: VINTAGE VILLAGE RESIDENTIAL DEVELOPMENT – DENTON, TEXAS Outputs from RIMS II are shown as if the construction spending all happened in a single year; which is in line with the development plan provided by the developer scheduling a single phase taking two to three years to complete the project. To annualize the construction impacts and approximate the average number of jobs, total earnings, output, and value added on an annual basis over the construction period, the RIMS II impact figures can be divided by the three years of construction. The RIMS II analysis shows that the Vintage Village development’s construction spending would support an average of 85 jobs annually during the three years of construction with most of that employment (61%) benefitting the construction sector. Average annual earnings associated with these jobs is roughly $51,276 across all industries, including the direct, indirect, and induced employment effects. Local Effects of Construction Spending As shown above, the construction of Vintage Village would have a total direct construction spending impact of $33.64 million on the Denton economy in 2020 dollars. Some of the components of direct spending are particularly relevant to the City of Denton and Denton County. The following are notable components of the direct spending that would likely produce an increased level of retail sales tax revenues to the city and the county by construction employees working in the area. Estimated Allocation of Development Budget by Industry (Current Dollars) RIMS II Industry Code Spending Output ($)Earnings ($)Employment (Jobs) Value Added Output ($)Earnings ($)Employment (Jobs)Value Added Construction (includes homes, site work, etc.)2334B0 $18,562,500 1.7579 0.4492 8.3364 0.9812 $32,631,019 $8,338,275 155 $18,213,525 Real Estate (Development/Project Fees, Commissions, etc.)531000 $13,098,598 1.4513 0.2042 6.5289 1.0147 $19,009,995 $2,674,734 86 $13,291,147 Architectural, engineering, and related services 541300 $931,380 1.7842 0.5481 8.7916 1.0885 $1,661,768 $510,489 8 $1,013,807 Insurance 524200 $268,369 2.2861 0.3608 6.8548 1.0805 $613,519 $96,828 2 $289,973 Legal 541100 $578,835 1.7842 0.5481 8.7916 1.0885 $1,032,758 $317,260 5 $630,062 Finance 52A000 $197,330 1.4986 0.2525 4.6329 1.0198 $295,719 $49,826 1 $201,237 TOTALS $33,637,013 $55,244,778 $11,987,411 256 $33,639,752 Estimated Industry Distribution of Construction Spending - Vintage Village Development; Denton, TX Final Demand Multipliers Economic Impacts: Final Demand Note: Catalyst utilized the development spending provided by the developer and industry builders to estimate the most likely distribution within the predominantly applicable sectors available within the RIMS II model; therefore, less than 100% of the actual spend is used for employment impact estimates. Development/Construction dollars are 2020 and not adjusted for inflation during the period. Impact Factor RIMS II Impact Annual Impact (1) Output:$55.24 Million $18.41 Million Earnings:$11.99 Million $4.00 Million Employment:256 85 Value Added:$33.64 Million $11.21 Million (1) During the three (3) years of development and construction $33,640,000 Construction Materials 60%of Hard Costs $20,184,000 Construction Materials purchased locally 25%of Total Construction Material Spend $8,410,000 Total Direct Labor Costs (Including Design costs)40%of Direct Hard Costs $13,456,000 Average annual payroll (3 years of construction)$4,485,333 Average annual direct wage $46,850 Average annualized direct full time equivalent (FTE)96 Total worksite retail spending by construction workers $10.00 per day during 3 years construction $746,758 $20,930,758 Sales taxes from construction materials/spending STATE of TEXAS 6.25%$1,308,172 DENTON COUNTY 0.00%$0 SPECIAL 0.50%$104,654 DENTON CITY 1.50%$313,961 TOTAL Local Sales Taxes from Construction Spending (excludes additional sales tax to neighboring counties or cities)$1,726,788 SALES TAX REVENUES from CONSTRUCTION $1,726,788 Source: Catalyst Commercial, State Comptroller DIRECT EFFECTS FROM CONSTRUCTION TOTAL Development Cost Impact on the Denton Area Economy Estimated total construction-related spending subject to Sales Tax (over 8 years) 379 Page | 10 FISCAL AND ECONOMIC IMPACT ANALYSIS: VINTAGE VILLAGE RESIDENTIAL DEVELOPMENT – DENTON, TEXAS Costs and Benefits for Local Taxing Authorities Economic Impact of the Project upon Completion of Construction Once construction is completed, there are continued impacts to the community in the form of new residents in the subdivision who may spur further development of services in the immediate area. Some of the residents in the Vintage Village subdivision will be relocating from within the community, while others will be coming from outside the Denton area. This will contribute to the growth of residents in the area. Another significant impact will be the new property taxes generated by the new homes in Vintage Village, which will carry forward long after the completion of construction. Based on the projected home values, the Vintage Village subdivision will need to attract buyers with annual household incomes starting at $90,000, which is consistent with the Denton area median household income blended with the Argyle area median. We have assumed that the entire 110 residential units of Vintage Village are absorbed by the completion of construction. The resulting population of the project will have ongoing effects to the community, while also contributing to the accommodation of growth in the area in terms of population, workforce, and new taxes. The following tables show the estimated population of the Vintage Village development during and beyond the construction period. Also included is the estimated property taxes generated during the construction and through 20 years of the project. Y 0 Y 1 Y 2 Y 3 Y 4 Y 5 Y 20 TOTAL Sagebrook Single Family Residential 2020 2021 2022 2023 2024 2025 2040 TOTAL Phase One 0.00 10.0 50.0 50.0 0.0 0.0 0.0 110.0 New Population 0.00 24.9 124.5 124.5 0.0 0.0 0.0 273.9 Estimated Taxable Value -$ 3,960,000$ 19,800,000$ 19,800,000$ -$ -$ -$ 43,560,000$ Estimated Property Taxes -$ 23,382$ 116,910$ 116,910$ -$ -$ -$ 257,202$ Cumulative Property Taxes (estimated)23,382$ 140,292$ 257,202$ 257,202$ 257,202$ 257,202$ 4,793,306$ Consolidated Residential Development Total 0.00 10.0 50.0 50.0 0.0 0.0 0.0 110.0 New Population 0.00 24.9 124.5 124.5 0.0 0.0 0.0 274 Estimated Taxable Value -$ 3,960,000$ 19,800,000$ 19,800,000$ -$ -$ -$ 43,560,000$ Estimated New Annual Property Taxes -$ 23,382$ 116,910$ 116,910$ -$ -$ -$ 257,202$ Consolidated Cumulative Property Taxes (estimated)-$ 23,382$ 140,292$ 257,202$ 257,202$ 257,202$ 257,202$ 4,793,306$ (1) 2020 Dollars Vintage Village Annual Development and Construction TOTAL Sagebrook Single Family Residential Total Acres Units TOTAL Phase One 29.29 110 110.0 New Population 273.9 Estimated Taxable Value 43,560,000$ Estimated Property Taxes 257,202$ Cumulative Property Taxes (estimated)4,793,306$ Consolidated Residential Development Total 29.3 110 110.0 New Population 274 Estimated Taxable Value 43,560,000$ Estimated New Annual Property Taxes 257,202$ Consolidated Cumulative Property Taxes (estimated)4,793,306$ (1) 2020 Dollars Vintage Village Summary in Year 20 (1) 380 Page | 11 FISCAL AND ECONOMIC IMPACT ANALYSIS: VINTAGE VILLAGE RESIDENTIAL DEVELOPMENT – DENTON, TEXAS Cost of Service: The following table shows the estimated cost of services by adding the new population in comparison to the additional property tax revenues generated over 20 years. Portions of these property taxes are distributed to various entities such as the Argyle Independent School District, City of Denton, and Denton County. About Catalyst Catalyst is an industry leader in regards to land use and economics. Catalyst provides a broad range of multi-disciplinary consulting services to our clients across the United States. The Catalyst team has wide- ranging experience across the real estate spectrum which enables us to see the big picture. Catalyst understands the art and science of place, and this holistic approach allows us to operate in a precise and nuanced manner. Catalyst is passionate about creating quality communities using actionable planning. From conception to final completion, our knowledgeable teams oversee all aspects of each project on which we work. This attention to detail has resulted in consistent client satisfaction and an excellent reputation throughout the region. It has also led to a high percentage of repeat clients. In fact, we have been serving many of the same clients throughout our 10-year history. Catalyst has a broad range of experience in crafting implementable plans. Our firm has worked on many notable downtown plans that have emerged into vibrant places, our firm has worked with TxDOT to revitalize aging corridors, we have worked with mall owners to explore progressive strategies to implement a broader mix of uses, while increasing sales tax and consumer experience. We have also worked on a number of outcome-focused comprehensive plans that catalyzed higher quality development and more efficient decision-making. Appendix Terms and Conditions The terms and conditions of this research and report are, as follows: Every reasonable effort has been made to ensure that the most accurate, reliable, and timely information possible has been reflected in the developed results. This assignment was based on estimates, assumptions, and other information collected or developed by Catalyst Commercial in its research, industry knowledge, and interviews or consultations with the client for this assignment and its representatives. No responsibility is assumed for inaccuracies in reporting by the client, its agents or representatives or any other data source used in the preparation of this study. The research may contain prospective financial information, estimates or opinions that represent our view reasonable expectations at a particular point Annually Recurring City Revenues (property tax)257,202$ Annual Cost for new population 202,585$ Estimated incremental revenue to City 54,617$ Cumulative City Revenues (property tax)4,793,306$ Cumulative Cost for additional population 3,775,448$ Estimated Cumulative Revenue to City 1,017,858$ Vintage Village Development Summary in Year 20 (1) (1) 2020 Dollars 381 Page | 12 FISCAL AND ECONOMIC IMPACT ANALYSIS: VINTAGE VILLAGE RESIDENTIAL DEVELOPMENT – DENTON, TEXAS in time, but such information, estimates or opinions are not offered as predictions or as assurances that a particular outcome will occur. Actual results achieved during the period covered by our prospective analysis may vary from those described on our research and report and variations may be material. Therefore, no warranty or representation is made by Catalyst that any of the projected values or results contained in the work product from this assignment will actually be achieved. Data and Rates Used in the Analysis City Data size Household Population 2.49 Property Taxes per $100 (C05)0.590454 Denton County per $100 (G01)0.225278 Argyle ISD per $100 (S02)1.508 Sales Tax 1.5% Acre in SF 43,560 Workforce Population 76,777 Resident Population 66,442 2019 Operating Expenditures 136,496,548$ Debt Service 91,839,176$ City Cost per Capita 1,594$ City cost per Capita (resident)740$ City Cost per Capita (workforce)855$ Sewer 420,135$ 251,935$ 168,200$ Water 549,711$ 278,295$ 271,416$ Street 1,081,218$ 703,923$ 355,300$ 21,995$ Miscellaneous 931,380$ 248,880$ 682,500$ City+Consulting Fees 504,551$ 504,551$ 3,486,994$ Source: ZENA Management; excludes contingencies, profit, homebuilder costs and margins Total of Initial Lot Development Costs 382 S:\Legal\Our Documents\Ordinances\20\A20-0002 - Burch Tract Annexation Ordinance - Corrected Final.Docx ORDINANCE NO. ____________________ AN ORDINANCE OF THE CITY OF DENTON, TEXAS ANNEXING APPROXIMATELY 140.607 ACRES OF LAND GENERALLY LOCATED ON BOTH SIDES OF VINTAGE BOULEVARD AND WEST OF FORT WORTH DRIVE, TO THE CITY OF DENTON, DENTON COUNTY, TEXAS; PROVIDING FOR A CORRECTION TO THE CITY MAP TO INCLUDE THE ANNEXED LAND; AND PROVIDING FOR A SAVINGS CLAUSE AND AN EFFECTIVE DATE. (A20-0002) WHEREAS, pursuant to Subchapter C-3, Chapter 43, Texas Local Government Code, a municipality may annex an area if the property owner requests the annexation; and WHEREAS, the applicant, Robert Betancur of Zena Management Services, LLC on behalf of the property owner, Burch Family Farm, Ltd., (“Owner”) submitted a petition for voluntary annexation of approximately 140.607 acres of land in Denton County, Texas and described in Exhibit A attached hereto and incorporated herein (“Property”); and WHEREAS, the City of Denton and Owner have entered into a written Municipal Services Agreement for the provision of full municipal services to the Property to be annexed, in accordance with Tex. Loc. Gov’t. Code Sec. 43.0672, and said agreement was approved by the City Council on July 21, 2020; and WHEREAS, on July 21, 2020, the City Council held a public hearing to provide persons interested in the annexation the opportunity to be heard and to adopt an ordinance annexing the area, pursuant to Sec. 43.0673 of the Tex. Loc. Gov’t. Code; and WHEREAS, annexation proceedings were instituted for the Property upon the first reading of the ordinance at the City Council meeting on July 21, 2020; and WHEREAS, this ordinance has been published in full one time in the official newspaper of the City of Denton after annexation proceedings were instituted, and 30 days prior to City Council taking final action, as required by Sec. 1.03 of the City Charter; and WHEREAS, a second reading of the ordinance was conducted and final action on the annexation was taken at the City Council meeting on August 25, 2020; and WHEREAS, the Denton City Council hereby deems it to be in the best interests of the citizens of the City of Denton to approve the annexation of the Property; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations in the preamble of this ordinance are incorporated herein by reference. SECTION 2. The real property described in Exhibit A and depicted on Exhibit B, attached hereto and incorporated herein by reference, is annexed into the City of Denton, Texas. 383 Page 2 of 3 SECTION 3. A service agreement approved by Ordinance No. A20-0002, is attached as Exhibit C and made a part hereof for all intents and purposes. SECTION 4. The newly annexed property shall be included within the corporate limits of the City of Denton, Texas, thereby extending the City’s corporate limits and granting to all inhabitants of the newly annexed property all of the rights and privileges of other citizens and bringing the inhabitants to all of the ordinances, resolutions, acts, and regulations of the City. A copy of this Ordinance shall be filed in the real property records of the Denton County Clerk and within the Denton County Appraisal District. SECTION 5. The City Manager is hereby authorized and directed to immediately correct the map of the City of Denton by adding thereto the additional territory annexed by this Ordinance, indicating on the map the date of annexation and the number of this Ordinance, and the ETJ resulting from such boundary extensions. SECTION 6. Should any paragraph, section, sentence, phrase, clause or word of this Ordinance be declared unconstitutional or invalid for any reason, the remainder of this Ordinance shall be affected thereby. SECTION 7. This ordinance shall be effective immediately upon its passage. AND IT IS SO ORDERED The motion to approve this ordinance was made by __________________________ and seconded by _________________________________, the ordinance was passed and approved on the second reading by the following vote [___ - ___]: Aye Nay Abstain Absent Mayor Chris Watts: ______ ______ ______ ______ Gerard Hudspeth, District 1: ______ ______ ______ ______ Keely G. Briggs, District 2: ______ ______ ______ ______ Jesse Davis, District 3: ______ ______ ______ ______ John Ryan, District 4: ______ ______ ______ ______ Deb Armintor, At Large Place 5: ______ ______ ______ ______ Paul Meltzer, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED on the _________ day of ___________________, 2020. __________________________________ CHRIS WATTS, MAYOR 384 385 EXHIBIT A LEGAL DESCRIPTION 140.607 Acres Being 140.607 acres of land, more or less, situated in the William Roark Survey, Abstract No. 1087, Denton County, Texas, and being more fully described in that certain Special Warranty Deed dated September 6, 2007 and recorded in Instrument Number 2007-110039 of the Real Property Records of Denton County, Texas, and being the same parcel of land described in the 2016 Non-Annexation Agreement between the City of Denton, Texas, and the Burch Family Farm, Ltd. dated May 12, 2016 and recorded in Instrument Number 2016-55283 of the Official Public Records of Denton Cunty, Texas. Said 140.607 acres of land, more or less, is commonly known as DCAD Property ID 64685. 386 EXHIBIT B LOCATION MAP 387 1 MUNICIPAL SERVICES AGREEMENT This Municipal Service Agreement ("Agreement") is entered into this 21st day of July 2020, by and between and the City of Denton, a Texas home-rule municipality (“City”), and Burch Family Farm, Ltd ("Owner"). RECITALS: WHEREAS, Section 43.0671 of the TLGC permits the City to annex an area if each owner of land in an area requests the annexation; WHEREAS, where the City elects to annex such an area, the City is required to enter into a written agreement with the property owner(s) that sets forth the City services to be provided for the Property on or after the effective date of annexation; WHEREAS, the Owner owns two (2) tracts of land, totaling approximately 140.607 acres of land, of which approximately 140.607 acres in the City’s extraterritorial jurisdiction, as described in Exhibit A and depicted in Exhibit B, incorporated herein by reference (“the Property”); and WHEREAS, the Owner has filed a written petition with the City for voluntary annexation of the Property, identified as Annexation Case No. A20-0002 (“Annexation Case”); and WHEREAS, the City and Owner desire to set out the City services to be provided for the Property on or after the effective date of annexation; and WHEREAS, the Annexation Case and execution of this Agreement are subject to approval by the Denton City Council. NOW THEREFORE, in consideration of the mutual covenants, conditions, and promises contained herein, City and Owner agree as follows: 1. PROPERTY. This Agreement is only applicable to the Property, which is the subject of the Annexation Case. 2. INTENT. It is the intent of the City that this Agreement provide for the delivery of full, available municipal services to the Property in accordance with state law, which may be accomplished through any means permitted by law. 3. MUNICIPAL SERVICES. Commencing on the effective date of annexation, City will provide the municipal services set forth below. As used in this Agreement, “providing services” includes having services available by any method or means by which the City makes such municipal services available to any other area of the City, including per the 388 City's infrastructure extension policies, ordinances, and developer or property owner participation in accordance with applicable city ordinances, rules, regulations, and policies. A. Police Police protection from City's Police Department shall be provided to the area annexed at a level consistent with current methods and procedures presently provided to areas with similar topography, land use, and population density, on the effective date of the ordinance. Some of these services include: 1. Normal patrols and responses; 2. Handling of complaints and incident reports; 3. Special units, such as traffic enforcement, investigations and special weapons; and 4. Coordination with other public safety support agencies. As development commences in these areas, sufficient police protection, including personnel and equipment will be provided to furnish these areas with the level of police services consistent with other areas in the City hav ing similar characteristics of topography, land use, and population density. Upon ultimate development, police protection will be provided at a level consistent with other areas within the city limits having similar characteristics of topography, land use, and population density. B. Fire Protection The Denton Fire Department (DFD) will provide emergency and fire prevention services to the annexation area. These services include: 1. Fire suppression and rescue; 2. Pre-hospital medical services including triage, treatment and transport by Advanced Life Support (ALS) fire engines, trucks and ambulances; 3. Hazardous materials response and mitigation; 4. Emergency prevention and public education efforts; 5. Technical rescue response; and 6. Construction Plan Review and required inspections. Fire protection from the City of Denton shall be provided to the areas annexed at a level consistent with current methods and procedures presently provided to areas of the City of Denton having similar characteristics of topography, land use, and population density, on the effective date of the ordinance. As development commences in these areas, sufficient fire protection, including personnel and equipment will be provided to furnish these areas with the level of services consistent with other areas having similar characteristics of topography, land use, and population 389 density. It is anticipated that fire stations planned to serve areas currently within the City of Denton will be sufficient to serve areas now being considered for annexation. Upon ultimate development, fire protection will be provided at a level consistent with other areas within the city limits having similar characteristics of topography, land use, and population density. C. Emergency Medical Service The Denton Fire Department (DFD) will provide the following emergency and safety services to the annexation area. These services include: 1. Emergency medical dispatch and pre-arrival First Aid instructions; 2. Pre-hospital emergency Advanced Life Support (ALS) response; and transport; 3. Medical rescue services. Emergency Medical Services (EMS) from the City of Denton shall be provided to the areas annexed at a level consistent with current methods and procedures presently provided to areas of the City of Denton having similar characteristics of topography, land use, and population density, on the effective date of the ordinance. As development commences in these areas, sufficient EMS, including personnel and equipment will be provided to furnish these areas with the level of services consistent with other areas of the City having similar characteristics of topography, land use, and population density. Upon ultimate development, EMS will be provided at a level consistent with other within the city limits having similar characteristics of topography, land use, and population density. D. Wastg The City of Denton is the sole provider of solid waste and recycling collection services to all residents, and sole provider for trash collection service to commercial entities in the City. Recycling collection services for commercial entities are managed on the open market, and the City of Denton is one option for service provision. Solid waste and recycling collection services will be provided to the newly annexed property immediately upon the effective date of the annexation at a level consistent with current methods and procedures presently provided to areas within the city having similar characteristics of topography, land use, and population density. Customers receiving their existing services from private solid waste collection service providers operating in the affected area immediately prior to annexation may continue to utilize their existing service for up to 2 years in accordance with Texas Local Government Code. Should that private service end prior to the expiration of the two (2) year term, the customer must initiate solid waste and recycling services with the City of Denton. pursuant to Chapter 24 of the Code of Ordinances. 390 E. Wastewater Facilities The proposed annexation area is located within the City of Denton Sewer Service Area as defined by Certificate of Convenience and Necessity (CCN) Number 20072, as issued by the Texas Commission on Environmental Quality (TCEQ). As development commences in these areas, sanitary sewer mains will be extended in accordance with the provisions of the Denton Development Code, Water/Wastewater Criteria Manual, ordinances and regulations. City participation in the costs of these extensions shall be in accordance with applicable City ordinances and regulations. Capacity shall be provided consistent with other areas having similar characteristics of topography, land use, and population density. Upon annexation, sanitary sewer mains and lift stations which are located within dedicated easements, rights-of-way, or any other acceptable locations approved by the City Engineer, shall be maintained by the City on the effective date of this ordinance, if installed or improved to City standards within the annexed areas. Operation and maintenance of wastewater facilities and infrastructure lying within the service area of another water utility will be the responsibility of that utility. Similarly, operation and maintenance of private wastewater facilities will be the responsibility ofthe private property owner. F. Water Facilities The annexation area is located within the City of Denton Water Service Area as defined by Certificate of Convenience and Necessity (CCN) Number 10195 as issued by the Texas Commission on Environmental Quality (TCEQ). Connections to existing City of Denton water distribution mains for water service will be provided in accordance with the Denton Development Code, associated Water/Waste Water Criteria Manual, and existing City ordinances and policies. Upon connection to existing distribution mains, water service will be provided at rates established by city ordinance. As new development occurs w ithin these areas, extensions of water distribution mains and cost participation shall be in accordance with the Denton Development Code, Water/Wastewater Criteria Manual, and with existing City ordinances and policies. Water service capacity shall be provided consistent with service to areas of the City having similar characteristics of topography, land use and population density. Operation and maintenance of water facilities and infrastructure that lie within the service area of another water utility will be the responsibility of that utility. Existing developments, businesses or homes that are on individual water wells or private water systems will be allowed to remain on those systems until a request for water service is made to the City. These requests for service will be handled in accordance with the 391 applicable utility service line extension and connection policies currently in place at the time the request for service is received. G. Roads and Streets Emergency street maintenance, defined as repairs necessary to prevent imminent damage or injury to the health or safety of the public or any person, as determined by the Director of Public Works, shall be provided within the annexation area upon the effective date of the annexation ordinance. Routine maintenance will be provided within the annexation areas and will be scheduled as part of the City's annual program, in accordance with the current policies and procedures defined by ordinance, or otherwise established by the City Council. Any construction or reconstruction will be considered within the annexation area on a Citywide basis and within the context of the City's Capital Improvement Plan and/or yearly fiscal budgetary allotments by the City Council. Roadway signage and associated posts will be replaced in priority of importance starting with regulatory signs, then warning signs, then informational signs, in conformance with fiscal allotments by the City Council. If an existing sign remains, it will be reviewed and placed on the City's inventory listing for routine replacement, based upon an engineering study. New signs will be installed when necessary, based upon an engineering study. Routine maintenance of road/street markings will be evaluated and scheduled within the yearly budgetary allotments by the City Council. H. Drainage Connections to existing City of Denton drainage facilities will be provided in accordance with the Denton Development Code, associated Stormwater Criteria Manual, and with existing City ordinances and policies. Drainage fees will be assessed at the rates established by city ordinance and will be charged on the utility bill after annexation. All runoff, whether directly tied into the system or not, impacts the system and will be charged. As new development occurs within these areas, drainage facilities will be extended or improved by the developer. Any cost participation shall be in accordance with the Denton Development Code, Stormwater Criteria Manual, and with existing City ordinances and policies. Drainage facilities extended by the City will have to be a CIP project and bonds will need to be sold. Drainage capacity shall be provided consistent with other areas of the City having similar characteristics of topography, land use and population density. Existing developments, businesses or homes that are on existing drainage systems will be allowed to continue to remain on these systems until a request for drainage facilities is made to the City. Any requests for City improvements to existing drainage facilities will be handled in accordance with the applicable extension and connection policies currently in place at the time the request for improved drainage facilities is received by the City. These will be ranked in the CIP project matrix, in accordance with the City Drainage Plan. 392 1. Parks. I'lav<>rounds. Swimming Pools Residents of the annexed area may utilize ail existing park and recreation facilities as of the effective date of this ordinance. Fees for such usage shall be in accordance with current fees established by ordinance. As development commences in this area, additional park and recreation facilities shall be constructed based on park policies defined in the Park Master Plan and other existing City ordinances and policies. J. Puhliciv Owned Facilities. Any publicly owned facility, building, or service located within the annexed area, and not otherwise owned or maintained by another governmental entity, shall be maintained by the City of Denton on the effective date of the annexation ordinance. K. Permitting and Inspections. Permitting and Inspections shall be obtained through the City of Denton, as outlined in the Code of Ordinances. L. Other Services. Other services that may be provided by the City of Denton, such as municipal and general administration, will be made available as of the effective date of the annexation. The City of Denton shall provide a level of services, infrastructure, and infrastructure maintenance that is comparable to the level of services, infrastructure, and infrastructure maintenance available in other parts of the,City of Denton having similar topography, land use, and population density similar to those reasonably contemplated or projected in the area. 4. UNIFORM LEVEL OF SERVICES IS NOT REQUIRED Nothing in this Agreement shall require City to provide a uniform level of full municipal services to each area of the City, including the annexed area, if different characteristics of topography, land use, and population density justify different levels of service. 5. AUTHORITY City and Owner represent that they have full power, authority and legal right to execute, deliver and perform their obligations pursuant to this Agreement. Owner acknowledges that approval of the Annexation Case is within the sole jurisdiction of the City Council. Nothing in this Agreement guarantees favorable decisions by the City Council. 6. EFFECTIVE DATE; TERM The effective date of this Agreement is the date of the annexation of the Property. This Agreement shall be valid for a term of ten (10) years from the Effective Date. 7. VENUE AND GOVERNING LAW Venue shall be in the state courts located in Denton County, Texas or the United States District Court for the Eastern District of Texas. This Agreement shall be governed and construed in accordance w ith the laws and court decisions of the State of Texas. 8. GOVERNMENTAL POWERS. It is understood that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 393 9. SEVERABILITY In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality,or unenforceability shall not affect any other provision thereof and this Agreement shall be considered as if such invalid, illegal, or unenforceable provision had never beencontained in this Agreement. 10. COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. 11. CAPTIONS The captions to the various clauses of this Agreement are for informational purposes only and shall not alter the substance of the terms and conditions of this Agreement. 12. SUCCESSORS AND ASSIGNS The terms and conditions of this Agreement are binding upon the successors and assigns of the Parties to this Agreement and stand as obligations running with the land until satisfied in full, regardless of whether the Subject Property is developed as the Development, or as any other alternative use. 13. ENTIRE AGREEMENT; AMENDMENT. This Agreement constitutes the complete agreement of the parties to this Agreement and supersedes all prior written agreements between the parties. This Agreement shall not be amended unless executed in writing by both parties. The Parties stipulate that this Agreement does not constitute a permit for development under Chapter 245 of the Texas Local Government Code. 394 The parties have executed this Agreement on the date first above written. OWNER Burch Family Farm, Ltd By its General Partner: Burch Farm Management, LLC By: Richard Burch, Member Richard Burch CITY OF DENTON, TEXAS City Manager, Deputy City Manager, or Assistant City Manager ATTEST: CITY SECRETARY "^fTY OF^NTON, TEXAS THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. Signature 53S5JV.C^' Title iPSJetjeiA^Cu-rr- .SsajiccS Department Date Signed: •^•A"2o'2D APPROVED AS TO LEGAL FORM: Aaron Leal, City Attorney 395 EXHIBIT A LOCATION MAP I / F-7^1 r-r^ /;/ S! -5 a- :W/>, ' !kII I 1)1 KB -v^ ALLRE[) 3 i\\ gfroinW i Nl V\Nl SS 'TO I •'a-tl..i :< \ \ ROSLIAWN-/F ri RICH —1 ;; ra —'•fMISSIOnV-r-y .rn | | uj I < .// Fu //—IT 'OJINIUV /}• VII w HOBSON V \ < Sci' •— - /> V v\"( Ri ikiII -• ''J'lr//^\/■ \ ^ ^ '>mi;ii Miiiiirini'wV'y^iiii II^ '^mUllMII'IIIIIM'W•^ >}-2 ("R RI I Kq ?r■--Vi-I r—W ■^/SANOERS-Eh:2:2i ;- ; A20-0002 Jr^i .•T-f ~/^, H'^\>i liltil—rnir' / ; 4—, 11— '—t'f / ir~d:il H~ / / \1 1"; ' / ,1 vlF; 3^9 )jV-9 i-C - ■pFai )i VT—rV-'iWE< ^oo/;^ 1 1 :.u. t :i-\\ I vjSF' ^r^ i ''i -fe 4 396 EXHIBIT B LEGAL DESCRIPTION 140.607 Acres Being 140.607 acres of land, more or less, situated in the William Roark Survey, Abstract No. 1087, Denton County, Texas, and being more fully described in that certain Special Warranty Deed dated September 6, 2007 and recorded in Instrument Number 2007-1 10039 of the Real Property Records of Denton County, Texas, and being the same parcel of land described in the 2016 Non-Annexation Agreement between the City of Denton, Texas, and the Burch Family Farm, Ltd. dated May 12, 2016 and recorded in Instrument Number 2016-55283 of the Official Public Records of Denton Cunty, Texas. Said 140.607 acres of land, more or less, is commonly known as DCAD Property ID 64685. 10 397 DaA20-0002Burch Tract – Second Reading and Adoption1August 25, 2020City Council Meeting1398 RequestConduct the secondof two readings and consider adoption of an ordinance of the City of Denton, Texas annexing approximately 140.607 acres of land Generally located on both sides of Vintage Boulevard and west of Fort Worth Drive08/25/20202File ID: A20-0002c399 08/25/20203File ID: A20-0002c400 08/25/20204BackgroundDH‐4 (Non‐Annexation Agreement)Vintage BoulevardSingle‐Family Detached Dwelling •110 Residential Lots (43.617 acres) Western TractOpen Space (96.99 acres) Eastern TractFile ID: A20-0002c401 08/25/20205Schedule•July 21, 2020Municipal Services AgreementPublic HearingFirst Reading of the Annexation Ordinance•August 25, 2020Second Reading and Adoption of the Annexation OrdinanceFile ID: A20-0002c402 08/25/20206Ordinance CaptionAN ORDINANCE OF THE CITY OF DENTON, TEXAS ANNEXING APPROXIMATELY 140.607 ACRES OF LAND GENERALLY LOCATED ON BOTH SIDES OF VINTAGE BOULEVARD AND WEST OF FORT WORTH DRIVE, TO THE CITY OF DENTON, DENTON COUNTY, TEXAS; PROVIDING FOR A CORRECTION TO THE CITY MAP TO INCLUDE THE ANNEXED LAND; AND PROVIDING FOR A SAVINGS CLAUSE AND AN EFFECTIVE DATE. File ID: A20-0002c403 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:AESA20-0004c,Version:1 AGENDA CAPTION Consider a motion to reconsider the August 18,2020,postponement of regular agenda item 6C regarding the Alternative Environmental Sensitive Area (AESA)Plan (AESA20-0003c)for approximately 213.9-acres of land generally located north of the 3500-3600 block of Roselawn Drive and the east side of the Kansas City Southern Railroad tracks in the City of Denton,Denton County,Texas;adopting an amendment to the City’s official Environmentally Sensitive Areas map;providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing a severability clause and an effective date. City of Denton Printed on 8/21/2020Page 1 of 1 powered by Legistar™404 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services DCM: Sara Hensley DATE: August 25, 2020 SUBJECT Consider a motion to reconsider the August 18, 2020, postponement of regular agenda item 6C regarding the Alternative Environmental Sensitive Area (AESA) Plan (AESA20-0003c) for approximately 213.9- acres of land generally located north of the 3500-3600 block of Roselawn Drive and the east side of the Kansas City Southern Railroad tracks in the City of Denton, Denton County, Texas; adopting an amendment to the City’s official Environmentally Sensitive Areas map; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing a severability clause and an effective date. BACKGROUND On August 18, 2020, City Council held a public hearing for case AESA20-0003. A motion was made at this meeting to postpone the item pending a tree assessment of the area to be disturbed and of the Upland Habitat Environmental Sensitive Area, and the motion carried [4-3]. On August 20, 2020 the applicant sent a request to the City Council requesting a reconsideration of the postponement, see Exhibit B. On August 20, 2020 Councilmember Jesse Davis requested that an item be placed on the August 25, 2020 City Council agenda for reconsideration, see Exhibit C. Section 2-29(g)(11) of the City’s Code of Ordinances allows a member who voted with the prevailing side (in this case, the four members who voted to postpone the AESA Plan) of the prior motion to make a motion to reconsider so long as such motion is made “not later than the next succeeding official meeting of the Council.” Any member of the Council may second the motion. Should the motion to reconsider carry, then AESA20-0003 will be back before the Council at a future meeting. A new public hearing is not required because the Council has not lost jurisdiction over the item. The applicant has indicated in their request for the reconsideration that a tree survey and the plan for the area(s) to be disturbed include as part of the pending AESA Plan (Option A) would be provided to the Council. Should the motion to reconsider fail, the original postponement summarized above would stand. The applicant has indicated in their request for the reconsideration that they intend to withdraw the AESA application and proceed with Option B as they discussed during the August 18 public hearing. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Date Council, Board, Commission Request Action February 5, 2002 City Council Site rezoned from Agricultural (A) to Approved City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 405 Neighborhood Residential 4 (NR-4) in citywide rezoning. April 23, 2019 City Council Zoning Transition Chart Approved transitioning site from NR-4 to R4 zoning district. Approved February 5, 2020 Planning and Zoning Commission Preliminary Plat (PP19-0019) Approved August 5, 2020 Planning and Zoning Commission Public Hearing to make a recommendation for AESA20-0003 Recommend Approval 6-0 August 18, 2020 City Council Public Hearing for AESA20- 0003 Postponement 4- 3 EXHIBITS 1. Agenda Information Sheet 2. Applicants request for reconsideration 3. Councilmember Davis’ request for scheduling the reconsideration. Respectfully submitted: Richard Cannone, AICP Deputy Director/Planning Director 406 1 Robinson, Kelly From:Pfister, Brock <brock.pfister@kimley-horn.com> Sent:Thursday, August 20, 2020 10:30 AM To:Watts, Chris; Hudspeth, Gerard; Briggs, Keely G; Davis, Jesse; Ryan, John; Armintor, Deb; Meltzer, Paul Cc:Cannone, Richard D.; Viera, Deborah S.; Kevin L Lazares; Harris, Mark Subject:Request for a Motion to Reconsider - AESA20-0003 This message has originated from an External Source. Please be cautious regarding links and attachments. Mayor and Councilmembers, Thank you for your time and consideration of the Alternative ESA (AESA20‐0003) that was presented on Tuesday night on behalf of the developer. We appreciated the input that we received and hope we were able to answer any questions/comments to your satisfaction. Staff has confirmed that the motion was to postpone until a tree assessment and an Upland Habitat assessment can be completed. Pursuant to Section 2‐29(g)(11) of the City’s Code of Ordinances, we would like to respectfully request one of the council members reconsider the motion based on the following. At the time of the motion and vote, we were unaware of the specific intent of the request to include “an Upland Habitat Assessment” in addition to a tree survey of the proposed impacts to the Riparian Buffer and Water Related Habitat associated with this Alternative ESA request. When the intent of the request was questioned by the Mayor after the vote, we assumed this request referred to the Upland Habitat Assessment that had already been submitted and approved to the City. Upon our subsequent visit with staff on August 19, we were informed the intent of the motion was to provide a detailed tree survey of the Upland Habitat area. Discussion regarding the impacts to the Upland Habitat are a separate matter from those proposed with the Alternative ESA Plan application. The impacts to the Upland Habitat have been reviewed, approved and conform to the City of Denton ESA criteria. Subsequently, the preliminary plat was approved as it met both the subdivision criteria and conformed to the ESA requirements. Some of the input provided by the public may have skewed what is being preserved by the developer. While this development is removing 17.9‐acres of tree canopy, it is preserving 28.5‐acres (60% of the total tree canopy) and dedicating more than 65‐acres of open space (approximately 50‐acres along the creek corridor). The Upland Habitat discussion is not associated with and has no bearing on this application. As it relates to the Alternative ESA application, we agree to provide a detailed tree survey to identify impacts to the Riparian Buffer and Water Related Habitat along the creek that might be impacted by the proposed channels. We will then reevaluate the proposed channel alignment and seek to minimize impacts to larger trees. As previously stated, we request the motion including the Upland Habitat Assessment be reconsidered and revised such that we are only required to provide a tree survey of the impacted areas associated with the Alternative ESA. It is my understanding that if this motion to reconsider is approved, the item (AESA20‐0003) will then be re‐heard at the September 15, 2020 City Council meeting. It will be our goal to have the tree survey and the plan for Option A updated for this meeting. Please note, if the motion stands as it was approved at the August 18, 2020 meeting, the developer plans to withdraw the application and proceed with the alternative options that were presented to Council during the August 18 meeting. Thank you, 407 2 To help protect your priv acy, Microsoft Office prevented automatic download of this picture from the Internet. Brock Pfister, P.E. Kimley-Horn | 13455 Noel Road, Two Galleria Office Tower, Suite 700, Dallas, Texas 75240 Direct: 469 914 8721 | Mobile: 214 534 1559 | www.kimley-horn.com Connect with us: Twitter | LinkedIn | Facebook | YouTube. 408 1 Robinson, Kelly From:Davis, Jesse Sent:Thursday, August 20, 2020 12:23 PM To:Watts, Chris; Hileman, Todd Cc:Cannone, Richard D.; Viera, Deborah S.; Kevin L Lazares; Harris, Mark; Pfister, Brock Subject:Re: Request for a Motion to Reconsider - AESA20-0003 Mayor and Mr. City Manager, I would request a motion to reconsider on this item. What I want to see is a survey of the trees that are proposed to be affected by the channels in the AESA plan, so that we can fairly evaluate the merits of the AESA request. That does not include the large upland habitat area on the Southern part of the property. While we are all very concerned about preservation of those trees, that area is not part of the AESA request. I don't think we can fairly use a delay of the AESA as leverage to compel a tree survey of an unrelated area on the same property. To do so was not my intent in supporting the motion made Tuesday night. That said, after completion of the tree survey I also think it's fair to hold the developer to their word. Specifically that 1) with the benefit of a tree survey we will know‐‐down to the individual tree‐‐what the AESA would allow if approved, and 2) that these channels can be designed to impact the absolute minimum number of trees. When we see this project again in September, this is what I am expecting to see. Jesse Davis Denton City Council Member District 3 From: Pfister, Brock <brock.pfister@kimley‐horn.com> Sent: Thursday, August 20, 2020 10:30 AM To: Watts, Chris <Chris.Watts@cityofdenton.com>; Hudspeth, Gerard <Gerard.Hudspeth@cityofdenton.com>; Briggs, Keely G <Keely.Briggs@cityofdenton.com>; Davis, Jesse <Jesse.Davis@cityofdenton.com>; Ryan, John <John.Ryan@cityofdenton.com>; Armintor, Deb <Deb.Armintor@cityofdenton.com>; Meltzer, Paul <Paul.Meltzer@cityofdenton.com> Cc: Cannone, Richard D. <Richard.Cannone@cityofdenton.com>; Viera, Deborah S. <Deborah.Viera@cityofdenton.com>; Kevin L Lazares <KevinLazares@forestar.com>; Harris, Mark <mark.harris@kimley‐horn.com> Subject: Request for a Motion to Reconsider ‐ AESA20‐0003 This message has originated from an External Source. Please be cautious regarding links and attachments. Mayor and Councilmembers, Thank you for your time and consideration of the Alternative ESA (AESA20‐0003) that was presented on Tuesday night on behalf of the developer. We appreciated the input that we received and hope we were able to answer any questions/comments to your satisfaction. 409 2 Staff has confirmed that the motion was to postpone until a tree assessment and an Upland Habitat assessment can be completed. Pursuant to Section 2‐29(g)(11) of the City’s Code of Ordinances, we would like to respectfully request one of the council members reconsider the motion based on the following. At the time of the motion and vote, we were unaware of the specific intent of the request to include “an Upland Habitat Assessment” in addition to a tree survey of the proposed impacts to the Riparian Buffer and Water Related Habitat associated with this Alternative ESA request. When the intent of the request was questioned by the Mayor after the vote, we assumed this request referred to the Upland Habitat Assessment that had already been submitted and approved to the City. Upon our subsequent visit with staff on August 19, we were informed the intent of the motion was to provide a detailed tree survey of the Upland Habitat area. Discussion regarding the impacts to the Upland Habitat are a separate matter from those proposed with the Alternative ESA Plan application. The impacts to the Upland Habitat have been reviewed, approved and conform to the City of Denton ESA criteria. Subsequently, the preliminary plat was approved as it met both the subdivision criteria and conformed to the ESA requirements. Some of the input provided by the public may have skewed what is being preserved by the developer. While this development is removing 17.9‐acres of tree canopy, it is preserving 28.5‐acres (60% of the total tree canopy) and dedicating more than 65‐acres of open space (approximately 50‐acres along the creek corridor). The Upland Habitat discussion is not associated with and has no bearing on this application. As it relates to the Alternative ESA application, we agree to provide a detailed tree survey to identify impacts to the Riparian Buffer and Water Related Habitat along the creek that might be impacted by the proposed channels. We will then reevaluate the proposed channel alignment and seek to minimize impacts to larger trees. As previously stated, we request the motion including the Upland Habitat Assessment be reconsidered and revised such that we are only required to provide a tree survey of the impacted areas associated with the Alternative ESA. It is my understanding that if this motion to reconsider is approved, the item (AESA20‐0003) will then be re‐heard at the September 15, 2020 City Council meeting. It will be our goal to have the tree survey and the plan for Option A updated for this meeting. Please note, if the motion stands as it was approved at the August 18, 2020 meeting, the developer plans to withdraw the application and proceed with the alternative options that were presented to Council during the August 18 meeting. Thank you, To help protect your priv acy, Microsoft Office prevented automatic download of this picture from the Internet. Brock Pfister, P.E. Kimley-Horn | 13455 Noel Road, Two Galleria Office Tower, Suite 700, Dallas, Texas 75240 Direct: 469 914 8721 | Mobile: 214 534 1559 | www.kimley-horn.com Connect with us: Twitter | LinkedIn | Facebook | YouTube. 410 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-1418,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation approving a Bill of Sale and Assumption Agreement with Denton Power, LLC, a Michigan Limited Liability Company, in the amount of $2,750,000 plus an adjustment for August 2020 energy deliveries not to exceed $150,000, for the purchase of Denton Power’s Landfill Gas Electric Generation Facility and its assets, the assumption of contracts related to the same, and satisfaction of the City’s remaining obligations under the contracts being assumed; providing for the expenditure of funds; and providing an effective date. City of Denton Printed on 8/21/2020Page 1 of 1 powered by Legistar™411 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Denton Municipal Electric Executive Manager Antonio Puente, Jr. DATE: August 25, 2020 SUBJECT Denton Landfill Generation Plant Purchase Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation approving the purchase of the Denton Power, LLC assets for the sum of $2.75 million plus adjustments for August 2020 energy delieveries; authorizing the City Manager to execute a Bill of Sale and Assumption Agreement; providing expenditures of the funds therefore; and establishing an effective date. History In 2004 the City of Denton entered into several agreements with DTE Biomass Energy to capture and beneficially reuse the methane emissions from the Denton landfill for the production of electric energy. The facility constructed by DTE Biomass Energy (Denton Power LLC) began operating in 2009 and has been operating for just over 10 years. The existing agreements will terminate on March 31, 2024, at which time the City of Denton has the right to purchase the generation assets for a to be determined market-based price. All energy produced by the 1.6 MW Denton Power LLC facility is sold to Denton Municipal Electric (DME) based upon escalating prices stipulated in a Power Purchase Agreement (PPA) between DME and Denton Power LLC. While the motivation to beneficially reuse the methane emissions from the landfill and to generate scarce renewable energy from what is considered a waste product was likely more important to the Denton City Council in 2004, the proliferation of renewable energy facilities in Texas, mostly wind, have driven renewable energy costs down and vastly increased the availability of renewable energy. The landfill generation component of the energy supply portfolio of DME is now the most expensive supply component and is less than 1% of our total annual supply. Today in the Electric Reliability Council of Texas (ERCOT), there is in excess of 31,900 MWs of renewable generation1. In 2004 there was less than 380 MW of wind capacity2 in Texas with no solar capacity. At the end of 2019 another 6,200 MW of wind was under construction. In 2004, the average wholesale energy price for the North Zone (where Denton is located) was approximately $47/MWh3. By contrast, for 2019 the settled price was $37.66/MWh4, a 24% reduction in price. DME paid for renewable energy from Denton Power LLC in 2009 at the rate of $68.00/MW per the PPA and, as shown in Table 1, paid $96.52/MWh in 2019, an increase of 47%. Additional increases are required for each subsequent year of the PPA. 1 Independent Statistics & Analysis, U.S. Energy Information Administration, March 19, 2020 2 ERCOT Releases 2004 Summer Reliability Assessment, May 12, 2004 3 ERCOT 2004 State of the Market Report, Potomac Economics LTD, July 2005 4 ERCOT North Zone real-time settlement price as calculated by the EMO City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 412 Table 1 PPA Energy Prices from Denton Power LLC Year PPA Price ($/MWh) 2019 $ 96.52 2020 $ 99.77 2021 $ 102.88 2022 $ 106.10 2023 $ 109.42 2024 $ 112.84 DME has actively participated in the sale process that DTE Biomass Energy began in Feburary 2020. Our indicative bid was deemed acceptable, due diligence has not uncovered any issues that change our bid price and we have verbally indicated that our proposed purchase price will not change. Consequently, DME and DTE Biomass Energy have been in exclusive negotiations for last six weeks. If approved by the City Council, DME will take ownership of the facility on September 1, 2020. Economics of Denton Power LLC With the exception of a very limited number of hours in the summer months, the renewable energy produced by Denton Power LLC is significantly more expensive than energy that can be purchased from the wholesale market. DME’s renewable energy supply portfolio, excluding Denton Power LLC, is also priced significantly lower than the cost of renewable energy from Denton Power LLC. For the remaining term of the PPA, the Net Present Value (NPV) of the market value of the energy expected to be delivered by Denton Power LLC is $1,529,852 and the cost of expected delivered energy at the PPA price is $5,348,921. Said another way, the landfill generation energy is $3,819,068 above the cost of market energy. Because DME has sufficient surplus renewable energy under contract, the termination of the PPA with Denton Power LLC would have no impact on attainment of 100% renewable power supply5 goal of the Denton Renewable Resource Plan (DRRP). For rate-payers, the termination of the Denton Power LLC contract is in their economic best interest as purchasing replacement energy from the market would save them $3,819,068 in power supply costs over the remaining term of the PPA. However, under the terms of the Landfill Gas Rights Agreement, Solid Waste receive a royalty payment of 12.5% of the gross revenues which has an estimated Net Present Value of $669,000 over the remainder of the term of the PPA. Were DME to make the Solid Waste department whole on this value, there would still be a savings to DME rate-payers in excess of $3,150,453. Under the terms of the PPA, if DME does not extend the term of the PPA or purchase Denton Power LLC, the liability of paying for the removal of the generation equipment from the leased land owned by Solid Waste falls upon Denton Power LLC. DME estimates the decommissioning costs at $200,000. DME could operate the facility and achieve significant savings because the cost of energy would only have to cover the variable cost of generation which is estimated to be roughly 50% of the current PPA prices. However, decommissioning of the facility yields the most savings to rate-payers. Basis for DME’s $2.75 Million Bid Economic evaluations of the potential savings and the projected value of the PPA energy revenues to Denton Power LLC have been performed to determine the bid price that DME is willing to pay for the assets. Information provided by DTE Biomass Energy enabled DME to calculate the net margin that is achieved 5 DME’s peak demand is 372 MW with over 490 MW of contracted renewables 413 by Denton Power LLC on a monthly basis over the remaining term of the PPA. Table 2 provides the highest level summary of the results of the economic evaluation. Table 2 Basis for Bid Cash Flow Net Present Value Future PPA Payments to DME $ (5,348,921.06) Market Value of Energy $ 1,529,852.65 DME Bid for Denton Power LLC $ 2,750,000.00 Saving to DME and Rate-Payers $ 2,598,921.06 DME’s projected savings to rate-payers of $2.59 million includes an allowance for the continuation of the royalty payment to the Solid Waste Department for the remainder of the term of the PPA and assumes that the facility would be decommissioned and the landfill gas flared until an alternative beneficial reuse is found. In the event that Denton Power LLC is purchased by DME and continued to operate, at the proposed purchase price of $2.75 million, the NPV of the saving to DME rate-payers is estimated at $1.25 million. RECOMMENDATION Staff recommends approval of the ordinace to execute the Bill of Sale and Assignment Agreement. EXHIBITS Exhibit 1: Agenda Information Sheet (.pdf) Exhibit 2: Bill of Sale and Assumption Agreement (pdf) Exhibit 3: Presentation (pdf) Exhibit 4: Ordinance Exhibit 5: Supplemental Environmental AIS Information (pdf) Exhibit 6: TX SOS Verify For information concerning this acquisition, contact: Staff Contact: Terry Naulty at 940-349-7565. 414 Supplimental AIS Information Environmental Benefit of Denton Power LLC The collection and combustion of Landfill Gas (LFG) in the internal combustion engines of Denton Power LLC produces electricity but the combustion process converts methane to carbon dioxide and water. The conversion process releases heat that is used to turn a generator and produce electricity. Methane is a much more potent ozone precursor and greenhouse gas than carbon dioxide6 and its capture and combustion are environmentally beneficial because greenhouse gas emissions are greatly reduced. Capturing LFG and combusting it to reduce the Global Warming Potential (GWP) can also be accomplished using a flare or by cleaning up the LFG and injecting it into a natural gas pipeline where it is eventually combusted or used in industrial processes. Current methane gas production from the Denton Landfill exceeds the volume that Denton Power LLC can process and such surplus landfill gas is flared. Flaring of LFG also occurs when the Denton Power LLC facility is unavailable due to planed or forced outages. Combusting the landfill gas in either the equipment of Denton Power LLC or the flare is a condition of the solid waste permit. While the beneficial reuse of LFG to produce electricity has the benefit of producing energy from LFG that would otherwise be combusted in the flare, actual emissions of regulated pollutants from flaring are less than combusting the LFG in the internal combustion engines. Tables 3 and 4 below provide the U.S. Environmental Protection Agency emissions factors7 for regulated pollutants from LFG combustion facilities Table 3 Comparative LFG Emissions from Various Combustion Sources Table 4 Comparative Priority Pollutants Emissions from LFG Combustors 6 United States Environmental Protection Agency, Understanding Global Warming Potentials. Methane has a Global Warming Potential (GWP) of 28-36 vs carbon dioxide whose GWP is 1. 7 United States Environmental Protection Agency, AP-42, Fifth Edition Volume 1 Chapter 2: Solid Waste Disposal 415 On August 4, 2017, Council received an Informal Staff Report (ISR) on the flaring of landfill gas that reported, while there was excess LFG being produced, the excess amount was not sufficient to warrant the installation of an additional internal combustion engine and that the flaring of emissions resulted in less pollutants than from combusting the equivalent amount of LFG in the Denton Power LLC unit. Consistent with that ISR, the USEPA data provided in tables 3 and 4 demonstrate that flaring of LFG results in lower emission of pollutants, with the exception of carbon monoxide, than combustion in the internal combustion engine utilized by Denton Power LLC. The Solid Waste department has engaged SCS consultants to evaluate alterntive beneficial reuse of LFG. A preliminary report was issued by SCS in late July and staff are evaluating options in the report and preparing the requisite business cases to determine the lowest cost option. After completion of this technical and business case analysis, staff will provide a summary to City Council of the options, cost and timing of the options and will seek guidance on next steps. 416 Bill of Sale and Assumption Agreement (City of Denton/Denton Power) Page 1 of 13 BILL OF SALE AND ASSUMPTION AGREEMENT This bill of sale and assumption agreement (this “Agreement”) is by and between the City of Denton, a Texas home-rule municipal corporation (“Buyer”), and Denton Power, LLC, a Michigan limited liability company (“Seller”). Buyer and Seller may each be referred to in this Agreement as a “Party” or collectively as the “Parties.” Seller owns and operates a landfill gas to energy facility located at Buyer’s ECO- W.E.R.C.S. Resource Recovery Facility located at 1527 S. Mayhill Rd., Denton, Texas (the “Business”). Seller has agreed to sell, and Buyer has agreed to purchase, the assets (“Purchased Assets”) and the contracts listed on Schedule 2 (“Assumed Contracts”), all of which are related to the Business. Therefore, the Parties, subject to the provisions set forth in this Agreement and as of the later of (i) the date this Agreement is executed by Buyer and (ii) 12:01 am central prevailing time on September 1, 2020 (the “Effective Date”), agree as follows: 1. Sale of the Purchased Assets; Assumption of the Assumed Contracts. Seller sells, conveys, assigns, and transfers to Buyer the assets set forth on Schedule 1 (the “Purchased Assets”) free and clear of any and all liens and encumbrances, and the contracts set forth on Schedule 2 (the “Assumed Contracts”), and Buyer accepts the sale, conveyance, assignment, and transfer of the Purchased Assets and the Assumed Contracts from Seller. 2. No Other Assumption of Liabilities. Except for the Assumed Contracts, Buyer does not assume any obligation or liability of Seller, and Seller, as applicable, will continue to be liable for any and all liabilities of Seller. Buyer does not assume any liability under the Assumed Contracts arising before the Effective Date. Seller will not be responsible for any liability that arises from Buyer’s use of Purchased Assets and/or Assumed Contracts after the Effective Date. 3. Purchase Price; Payment; Taxes and Allocation of Purchase Price. a. Purchase Price. The purchase price is Two Million Seven Hundred Fifty Thousand and no/100 Dollars ($2,750.000.00) (the “Purchase Price”), plus the net amount due under the Assumed Contracts to Seller for the month of August, 2020 (i.e. the revenue under the PPA minus the royalty under the GPA). The Parties agree to estimate the net amount due under the Assumed Contracts for the month of August, 2020, and Buyer shall pay such estimated net amount to Seller as of September 1, 2020. Seller shall notify Buyer of the actual amount that would have been paid through the month of August, 2020, and to the extent such actual amount differs from the estimated amount, the Party owing money to the other shall make a payment to the other within thirty (30) days after the Effective Date. b. Payment. Buyer shall pay the Purchase Price by ACH transfer contemporaneously with the execution of this Agreement. c. Taxes and Allocation of Purchase Price. Buyer and Seller acknowledge and agree that for federal and applicable state and local income tax purposes, the purchase and 417 Bill of Sale and Assumption Agreement (City of Denton/Denton Power) Page 2 of 13 sale of the Assets and Contracts pursuant to this Agreement will be treated as a sale by Seller, and a purchase by Buyer, of the assets of Seller. Within 90 days after the Effective Date, the Parties shall discuss in good faith and attempt to allocate the Purchase Price. If the Parties agree, the Purchase Price (and all other amounts required to be treated as part of the purchase price for federal income Tax purposes) will be allocated among the assets for all Tax and accounting purposes, including without limitation for purposes of Sections 741 and 751 of the Code, in accordance with an allocation schedule. Neither Buyer nor Seller shall take any position on any Tax Return or otherwise that is inconsistent with such treatment or such purchase price allocation unless expressly required pursuant to applicable law. In the event that the Parties are unable to agree to a Purchase Price allocation, then the Parties shall be free to allocate the Purchase Price separately. 4. Representations and Warranties. Seller represents and warrants to Buyer that all of the representations and warranties of Seller set forth on Schedule 3 are true and correct in all respects as of the date of this Agreement. Buyer represents and warrants to Seller that all of the representations and warranties of Buyer set forth on Schedule 3 are true and correct in all respects as of the date of this Agreement. 5. Proration of Expenses and Revenues Seller shall be responsible for all expenses and entitled to all revenue for periods prior to the Effective Date and Buyer shall be responsible for all expenses and entitled to all revenue for periods on and after the Effective Date. 6. Indemnity. A. Seller shall indemnify, defend and hold Buyer and its governing officials, officers, employees or agents harmless from and against any and all losses, costs, liabilities, damages, expenses, liabilities, obligations, claims, demands, causes of action, suits, settlements and judgments of every kind, nature or description, including the costs and expenses associated therewith and reasonable attorneys’ fees (collectively, the “Losses”) arising out of: (i) the breach of any representation or warranty of Seller set forth in this Agreement; (ii) the breach of any of the covenants or agreements by Seller contained in this Agreement or the transactions contemplated hereby; and (iii) the ownership of the Purchased Assets and Assumed Contracts prior to the Effective Date, and the conduct of the Business prior to the Effective Date, including, but not limited to, any liability, judgment or damages against Seller, its officers, directors, employees or agents, as a result of litigation involving Seller prior to the Effective Date. B. Buyer shall, to the extent allowed by law, indemnify and hold Seller and its officers, employees or agents harmless Seller from and against any and all Losses arising out of: (i) the breach of any representation or warranty of Buyer contained in or arising out of this Agreement or the transactions contemplated hereby; (ii) the non-performance, partial or total, of any covenant made by Buyer pursuant to this Agreement or the transactions contemplated hereby; and (iii) the ownership of the Purchased Assets and Assumed Contracts after the Effective Date. C. Notwithstanding the provisions set forth above, except with respect to a breach or misrepresentation of Seller’s representations and warranties numbered 3 - 8 in Schedule 3, the maximum amount of indemnifiable Losses that may be recovered by Buyer under this Agreement shall not exceed Five Hundred Thousand and no/100 dollars ($500,000). With respect to a breach of Seller’s representations and warranties numbered 1 and 2 of Schedule 3 418 Bill of Sale and Assumption Agreement (City of Denton/Denton Power) Page 3 of 13 (the “Fundamental Representations”), the maximum liability of Seller shall not exceed fifty percent (50%) of the Purchase Price. Seller shall not be liable for any damages unless and until the aggregate amount of Losses exceeds Twenty-Five Thousand and no/100 Dollars ($25,000) (the “Threshold”), in which case Buyer shall be entitled to indemnification for all such Losses from the first dollar of Losses (i.e., without regard to the Threshold). 7. Survival. Except as otherwise provided in this Agreement, the representations and promises, including the indemnities, of the Parties contained in this Agreement will survive (and not be affected in any respect by) the Effective Date for the applicable statute of limitations as well as any investigation conducted by any Party and any information which any Party may receive. 8. Further Actions. At any time and from time to time after the date of this Agreement: (1) Seller shall execute and deliver or cause to be executed and delivered to Buyer such other instruments and take such other action, all as Buyer may reasonably request, in order to carry out the intent and purpose of this Agreement; and (2) Buyer shall execute and deliver or cause to be executed and delivered to Seller such other instruments and take such other action, all as Seller may reasonably request, in order to carry out the intent and purpose of this Agreement. 9. Governing Law; Venue; Waiver of Jury Trial. A. This Agreement and the transactions contemplated hereby will be construed in accordance with and governed by the internal laws (without reference to choice or conflict of laws principles) of the State of Texas. B. Any suit, action, or other proceeding brought against any of the Parties to this Agreement or any dispute arising out of this Agreement or the transactions contemplated hereby must be brought either in the courts sitting in Denton County, Texas, or in the United States District Court, Eastern District of Texas and by its execution and delivery of this Agreement, each Party accepts the jurisdiction of such courts and waives any objections based on personal jurisdiction or venue. C. Each Party, after consulting with their attorney, knowingly, voluntarily and intentionally (and without duress or coercion) waive any right any of them may have to a trial by jury in any litigation based upon or arising out of this Agreement or any of the other agreements between, among or involving one or more of the Parties or based on any course of conduct, dealing, statements (whether oral or written) or actions of any Party. No Party shall seek to consolidate, by counterclaim or otherwise, any such action in which a jury trial has been waived with any other action in which a jury trial cannot be or has not been waived. These provisions shall not be deemed to have been modified in any respect or relinquished by any Party except by a written instrument executed by all of the Parties hereto. 10. Assignment. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of each other Party. 11. Notices. All notices and other communications under this Agreement must be in writing and given by first class mail, return receipt requested, nationally recognized overnight 419 Bill of Sale and Assumption Agreement (City of Denton/Denton Power) Page 4 of 13 delivery service, such as Federal Express, or personal delivery against receipt to the Party to whom it is given, in each case, at the Party’s address set forth in this section 11 or such other address as the Party may hereafter specify by notice to the other Parties given in accordance with this section. Any such notice or other communication will be deemed to have been given as of the date the applicable delivery receipt for such communication is executed as received or in the case of mail, three days after it is mailed. If to Seller: Denton Power, LLC 414 South Main Street, Suite 600 Ann Arbor, MI 48104 Attn: Kevin Dobson Email: kevin.dobson@dteenergy.com With a copy to: DTE Energy Resources, LLC 414 South Main Street, Suite 600 Ann Arbor, MI 48104 Attn: Assistant General Counsel Email: DTEER_CONTRACT_NOTICES@dteenergy.com If to Buyer: Executive Manager of Utilities City of Denton 215 E. McKinney St. Denton, Texas 76201 With a copy to: City Attorney’s Office City of Denton 215 E. McKinney St. Denton, Texas 76201 12. Miscellaneous. A. This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof and all prior negotiations, writings, and understandings relating to the subject matter of this Agreement are merged in and are superseded and canceled by, this Agreement. B. This Agreement may not be modified or amended except by a writing signed by the Parties. 420 Bill of Sale and Assumption Agreement (City of Denton/Denton Power) Page 5 of 13 C. This Agreement is not intended to confer upon any person or entity not a Party (or their successors and permitted assigns) any rights or remedies hereunder. D. This Agreement may be signed in any number of counterparts, each of which will be an original with the same effect as if the signatures were upon the same instrument, and it may be signed electronically. E. The captions in this Agreement are included for convenience of reference only and will be ignored in the construction or interpretation hereof. F. If any date provided for in this Agreement falls on a day which is not a business day, the date provided for will be deemed to refer to the next business day. G. Any provision in this Agreement that is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction will be ineffective only to the extent of such invalidity, illegality, or unenforceability without affecting in any way the remaining provisions hereof; provided, however, that the Parties will attempt in good faith to reform this Agreement in a manner consistent with the intent of any such ineffective provision for the purpose of carrying out such intent. H. The Schedules to this Agreement are a material part of this Agreement and are incorporated by reference herein. I. This Agreement will be binding upon, and will inure to the benefit of, the Parties and their respective successors, permitted assigns and legal representatives. J. No waiver or consent, express or implied, by either Party of or to any breach or default by any Party in the performance by such Party of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by such Party of the same or any other obligations of such Party hereunder. Failure on the part of a Party to complain of any act of any Party or to declare any Party in default, irrespective of how long such failure continues, shall not constitute a waiver by such Party of its rights hereunder until the applicable statute of limitations period has run. Any waiver by a Party shall be valid only if set forth in an instrument in writing signed by such Party. K. Neither Party shall have the right to assign its rights or obligations under this Agreement without the prior written consent of the other Party which shall not be unreasonably withheld, conditioned or delayed. L. The provisions of this Agreement shall not give rise to any right of recourse against any director, officer, shareholder, employee, member, manager, partner, agent or attorney of any Party. Each of the undersigned has caused this bill of sale and assumption agreement to be duly executed and delivered as of the Effective Date. 421 Bill of Sale and Assumption Agreement (City of Denton/Denton Power) Page 6 of 13 BUYER: City of Denton, a Texas home-rule municipal corporation By: _____________________________ Todd Hileman, City Manager Signed on the _____ day of ____________________ , 2020. Attest: Rosa Rios, City Secretary _____________________________ Approved as to form: Aaron Leal, City Attorney _____________________________ 422 Bill of Sale and Assumption Agreement (City of Denton/Denton Power) Page 7 of 13 SELLER: Denton Power, LLC, a Michigan limited liability company By: _____________________________ Signature _____________________________ Printed Name _____________________________ Title Signed on the _____ day of ____________________ , 2020. 423 Bill of Sale and Assumption Agreement (City of Denton/Denton Power) Page 8 of 13 Schedule 1 Purchased Assets “Purchased Assets” means the following assets of Seller used in the operation of the Business, and all books and records (including equipment maintenance records) related to each (whether in hard copy or electronic form): Engine container which includes engine, generator and glycol cooler Engine block serial number - GZJ 00402 Generator barrel serial number - 9WZ00833 Radiator serial number- 16749 Switchgear room and all associated switchgear and equipment 480VAC Generator breaker serial number is – AM41113786 4160VAC Utility breaker serial number is – 9650 All Connex storage boxes Oil storage connex with 3 roll up doors serial number is – HDTP89-428486 Fork lift storage connex with one door in the back serial number is – WIKU5000992 Work shop connex with 1 roll up door in the middle serial number is – IDTY5826650 Office trailer No serial number - it is a 44’ x 10’ trailer light gray in color Special tools Oil storage tanks pumps & hoses; includes (1) new 500 gallon virgin oil tank, (1) 300 gallon glycol tank, & (2) 300 gallon used oil tanks Ultramat 23 gas analyzer (Siemens unit @ fuel skid) Valve adjustment tool kit p/n 147-5482 Valve recession tool p/n 155-1536 600 lb. electric chain host Cat ET software annual subscription Dell Laptop computer for Cat ET (in engine room) Cat ET COM-3 adapter and patch cables (2) Exhaust Spreader Bar for Lifting exhaust manifold (machine shop built) Breaker Lift (in the MCC room) Nitrogen bottle & regulator Cylinder Compression Tester #193-5859 Woodward DSLC hand held communicator Wrench for valve adjustment # 147-2059 Spark Plug Socket p/n4C-4601 Spark Plug Thread chaser (2) Turning Tool p/n 238-9586 Dial Indicator #147-2056 Torque wrench for valve adjustment #147-2060 424 Bill of Sale and Assumption Agreement (City of Denton/Denton Power) Page 9 of 13 Adapter tool for removing spark plug adapter p/n 1U-5715 Oil sample pump Wire Removal Tool p/n 151-6320 Oil Filter wrench Consumables Quantity Spark plugs 20 Engine oil 150 Engine coolant 150 Generator Bearing Lube p/n 2s3230 5 Spare parts Pilot thermocouple (flare spare part)1 Flame thermocouple (flare spare part)1 Flame (UV) sensor (flare spare part)1 Propane solenoid valve (flare spare part)1 FILTER Oil, 275-2604 8 TRANSFORMER, 438-5682 1 TRANSFORMER, 512-6201 1 SENSOR Detonation, 574-8679 2 REGULATOR Oil Temperature, 6I-4953 1 REGULATOR Oil Temperature, 6I-4955 2 Piston Pack, 10R-5992 1 Cylinder Head, 20R-3552 1 425 Bill of Sale and Assumption Agreement (City of Denton/Denton Power) Page 10 of 13 Schedule 2 Assumed Contracts and Permits “Assumed Contracts and Permits” mean the following contracts of Seller used in the operation of the Business of Seller: Power Purchase Agreement dated September 9, 2008 by and between Denton Power, LLC (“Seller”), a Michigan limited liability company, and Denton Municipal Electric, also known as the City of Denton (“Buyer”), a Texas home-rule municipal corporation. Standard Form Market Participant Agreement between Denton Power, LLC and Electric Reliability Council of Texas, Inc. dated April 1, 2015. Amended and Restated Landfill and Digester Gas Rights and Collection Facility Lease by and between City of Denton, a Texas home-rule municipal corporation (“Lessor”) and Denton Power, LLC, a Michigan limited liability company (“Lessee”) dated April 15, 2008. Interconnection Agreement by and between Denton Municipal Electric (DME) and Denton Power, LLC (Producer) for Generation Interconnection to Denton Municipal Electric’s Distribution System at the City of Denton Landfill dated September 9, 2008. Air Permit (Registration No. 84247) issued by the Texas Commission for Environmental Quality related to the operation of the Business; provided, however, that Buyer shall promptly fill out and submit the Texas Commission on Environmental Quality Form No. 10400 (this is necessary to notify of change of ownership and effect the transfer) 426 Bill of Sale and Assumption Agreement (City of Denton/Denton Power) Page 11 of 13 Schedule 3 Representations and Warranties A. Representations and Warranties of Seller. 1. Organization; Qualification. Seller is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Michigan, and has al power and authority to own and operate its properties and to carry on its Business, and is duly qualified, registered or licensed to do business as a foreign limited liability company and is in good standing in each jurisdiction in which the property owned or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so licensed, qualified or in good standing would not have a material adverse effect. 2. 2. Authority; Enforceability. (a) Seller has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transaction. The execution and delivery by Seller of this Agreement, the performance of its obligations hereunder and the consummation by Seller of the transaction, has been duly and validly authorized by Seller, and no other proceedings on the part of Seller are necessary to authorize consummate the transaction. (b) This Agreement has been duly executed and delivered by Seller and, assuming the due authorization, execution and delivery by the other Parties thereto, this Agreement constitutes the valid and binding agreement of Seller and is enforceable against Seller in accordance with its terms. 3. Consents. Except for any consents which might be required by the City of Denton in its capacity as counterparty to the Assumed Contracts and except for Form 10400 which Buyer must file with the Texas Commission on Environmental Quality to transfer ownership of the air permit for the Purchased Assets, Seller is not required to obtain the consent of any party to a contract or any governmental entity in connection with the execution, delivery, or performance by it of this Agreement or the consummation of the transactions contemplated in this Agreement. 4. Compliance with Laws. With respect to the operation of the Business by Seller before the Effective Date, Seller has not received any notice, written or, to Seller’s Knowledge, verbal, from any person or any governmental authority, of any violation of any laws applicable to the Business, including, without limitation, any environmental laws. 5. Taxes. Seller has, in respect of the Business, filed all tax returns that are required to be filed and has paid all taxes that have become due under the tax returns or under any assessment that has become payable or for which Buyer may otherwise have any transferee liability. All monies required to be withheld by Seller from employees for income taxes and 427 Bill of Sale and Assumption Agreement (City of Denton/Denton Power) Page 12 of 13 social security and other payroll taxes have been collected or withheld and either paid to the respective governmental bodies or set aside in accounts for such purpose. 6. Litigation. There are no claims or suits pending or, to Seller’s Knowledge, threatened by or against Seller (1) relating to or affecting the Purchased Assets or Assumed Contracts or (2) related to this transaction. There are no judgments, decrees, orders, writs, injunctions, rulings, decisions, or awards of any court or governmental body to which Seller is a party or is subject with respect to any of the Purchased Assets is subject. 7. Title. Seller has good and marketable title to all of the Purchased Assets free and clear of all liens and encumbrances. Pursuant to this agreement, Seller conveys to Buyer good and marketable title to all of the Purchased Assets, free and clear of all liens and encumbrances. 8. No Other Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED IN THIS SCHEDULE 3, SELLER MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, AND SELLER HEREBY DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY WITH RESPECT TO THE EXECUTION AND DELIVERY OF THE AGREEMENT AND THE CONSUMMATION OF THE TRANSACTION. B. Representations and Warranties of Buyer: 1. Organization. Buyer is a Texas home-rule municipal corporation duly organized under the laws of the State of Texas. 2. Authority; Enforceability. (a) Buyer has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transaction. The execution and delivery by Buyer of this Agreement, the performance of its obligations hereunder and the consummation by Buyer of the transaction, has been duly and validly authorized by Buyer, and no other proceedings on the part of Buyer are necessary to authorize consummate the transaction. (b) This Agreement has been duly executed and delivered by Buyer and, assuming the due authorization, execution and delivery by the other Parties thereto, this Agreement constitutes the valid and binding agreement of Buyer and is enforceable against Buyer in accordance with its terms. 3. Consents. Buyer is not required to obtain the consent of any party in connection with the execution, delivery, or performance by it of this Agreement or the consummation of the transactions contemplated in this Agreement. 4. Investigation. BUYER ACKNOWLEDGES THAT (A) IT IS RELYING ON ITS OWN INDEPENDENT INVESTIGATION AND ANALYSIS IN ENTERING INTO THE TRANSACTION AND THE REPRESENTATIONS AND WARRANTIES IN THIS SCHEDULE 3; (B) EXCEPT AS SET FORTH IN THIS SCHEDULE3 , SELLER HAS NOT 428 Bill of Sale and Assumption Agreement (City of Denton/Denton Power) Page 13 of 13 MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE PURCHASED ASSETS OR ASSUMED CONTRACTS OR AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING THE PURCHASED ASSETS OR ASSUMED CONTRACTS FURNISHED OR MADE AVAILABLE TO BUYER; (C) BUYER HAS NOT RELIED UPON ANY INFORMATION REGARDING THE PURCHASED ASSETS OR ASSUMED CONTRACTS OR THE TRANSACTION NOT SET FORTH IN THIS SCHEDULE 4; AND (D) SELLER SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO BUYER OR ANY OTHER PERSON RESULTING FROM THE FURNISHING TO BUYER, OR BUYER’S USE OF OR RELIANCE UPON, ANY SUCH INFORMATION OR ANY INFORMATION, DOCUMENTS, OR MATERIALS MADE AVAILABLE TO BUYER IN ANY FORM IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTION, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES IN THIS SCHEDULE 3. BUYER IS KNOWLEDGEABLE ABOUT THE BUSINESS AND THE INDUSTRY IN WHICH THE COMPANY OPERATES, AND BUYER IS CAPABLE OF EVALUATING THE MERITS AND RISKS OF THE TRANSACTION. BUYER HAS BEEN AFFORDED ACCESS TO THE BOOKS AND RECORDS, FACILITIES, AND PERSONNEL OF SELLER FOR PURPOSES OF CONDUCTING ITS DUE DILIGENCE INVESTIGATION AND HAS CONDUCTED A DUE DILIGENCE INVESTIGATION OF THE PURCHASED ASSETS AND ASSUMED CONTRACTS. 5. No Other Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SCHEDULE 3, BUYER DOES MAKE ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, AND BUYER HEREBY DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY WITH RESPECT TO THE EXECUTION AND DELIVERY OF THE AGREEMENT AND THE CONSUMMATION OF THE TRANSACTION. 429 Power Supply administration August 25, 2020 ID 20-1418 430 Landfill gas is collected and used to generate electric energy Facility Description ◦1.6 MW capacity ◦Owned by Denton Power, LLC (DTE Biomass Energy) ◦Began Operation in 2009 Current Contractual Relationship ◦Landfill Gas Rights Agreement with Solid Waste 12.5% of gross energy revenues as royalty payment ◦Power Purchase Agreement (PPA) with DME 15-year term (2009 –2024) Escalating prices for delivered energy ($68 -$112.84/MWh) ◦Electrical Interconnection Agreement with DME ◦Represents less than 1% of DME renewable supply 431 Energy is significantly above market Highest priced renewable power supply Resource Name Cost ($/MWh) Denton Power,LLC $96-$112 Rooftop Solar $96.60 White Tail (Wind)High Santa Rita (Wind)Low Samson (solar)Low Blue Bell I (solar)High Blue Bell II (solar)Low Longdraw (solar)Very low $- $20.00 $40.00 $60.00 $80.00 $100.00 $120.00 Landfill Generation Price vs Market Price PPA Price ($/MWh)7x24 North Hub ($/MWh) Above market value 432 3. $- $1.00 $2.00 $3.00 $4.00 $5.00 $6.00 $7.00 Sep-20Dec-20Mar-21Jun-21Sep-21Dec-21Mar-22Jun-22Sep-22Dec-22Mar-23Jun-23Sep-23Dec-23Mar-24Jun-24Sep-24Dec-24MillionsDenton Power LLC PPA vs Market Energy Cumulative PPA Payment Cumulative Market Value •Purchasing equal volume from the market would save $3.89 million over term •The only way to achieve any of the potential savings is to purchase the assets of DP, LLC Stay in Contract$5.35 million Market Value $1.53 million Purchase Assets for $2.75 million 433 Provides $2.6 million in power supply savings to DME rate- payers ◦Assumes shut down of equipment and flaring of landfill gas NPV of PPA payments = $5.35 million NPV of market value of energy = $1.53 million Denton is now 100% renewable and removal of this source will not impact this metric ◦Continued operation by DME would reduce cost by approximately 50% (lower’s NPV of savings to $1.3 million) 434 Landfill gas is currently flared when there is surplus and when generation is on outage Solid Waste Dept. is investigating alternative beneficial use options Pollutant emissions from flaring of landfill gas are less than processing through Denton Power LLC ◦From EPA data derived from testing 435 Power Supply administration Terry Naulty Asst. General Manager –DME 940-349-7565 •Approval –August 25, 2020 436 437 438 EXHIBIT “A” 439 Bill of Sale and Assumption Agreement (City of Denton/Denton Power) Page 1 of 13 BILL OF SALE AND ASSUMPTION AGREEMENT This bill of sale and assumption agreement (this “Agreement”) is by and between the City of Denton, a Texas home-rule municipal corporation (“Buyer”), and Denton Power, LLC, a Michigan limited liability company (“Seller”). Buyer and Seller may each be referred to in this Agreement as a “Party” or collectively as the “Parties.” Seller owns and operates a landfill gas to energy facility located at Buyer’s ECO- W.E.R.C.S. Resource Recovery Facility located at 1527 S. Mayhill Rd., Denton, Texas (the “Business”). Seller has agreed to sell, and Buyer has agreed to purchase, the assets (“Purchased Assets”) and the contracts listed on Schedule 2 (“Assumed Contracts”), all of which are related to the Business. Therefore, the Parties, subject to the provisions set forth in this Agreement and as of the later of (i) the date this Agreement is executed by Buyer and (ii) 12:01 am central prevailing time on September 1, 2020 (the “Effective Date”), agree as follows: 1. Sale of the Purchased Assets; Assumption of the Assumed Contracts. Seller sells, conveys, assigns, and transfers to Buyer the assets set forth on Schedule 1 (the “Purchased Assets”) free and clear of any and all liens and encumbrances, and the contracts set forth on Schedule 2 (the “Assumed Contracts”), and Buyer accepts the sale, conveyance, assignment, and transfer of the Purchased Assets and the Assumed Contracts from Seller. 2. No Other Assumption of Liabilities. Except for the Assumed Contracts, Buyer does not assume any obligation or liability of Seller, and Seller, as applicable, will continue to be liable for any and all liabilities of Seller. Buyer does not assume any liability under the Assumed Contracts arising before the Effective Date. Seller will not be responsible for any liability that arises from Buyer’s use of Purchased Assets and/or Assumed Contracts after the Effective Date. 3. Purchase Price; Payment; Taxes and Allocation of Purchase Price. a. Purchase Price. The purchase price is Two Million Seven Hundred Fifty Thousand and no/100 Dollars ($2,750.000.00) (the “Purchase Price”), plus the net amount due under the Assumed Contracts to Seller for the month of August, 2020 (i.e. the revenue under the PPA minus the royalty under the GPA). The Parties agree to estimate the net amount due under the Assumed Contracts for the month of August, 2020, and Buyer shall pay such estimated net amount to Seller as of September 1, 2020. Seller shall notify Buyer of the actual amount that would have been paid through the month of August, 2020, and to the extent such actual amount differs from the estimated amount, the Party owing money to the other shall make a payment to the other within thirty (30) days after the Effective Date. b. Payment. Buyer shall pay the Purchase Price by ACH transfer contemporaneously with the execution of this Agreement. c. Taxes and Allocation of Purchase Price. Buyer and Seller acknowledge and agree that for federal and applicable state and local income tax purposes, the purchase and 440 Bill of Sale and Assumption Agreement (City of Denton/Denton Power) Page 2 of 13 sale of the Assets and Contracts pursuant to this Agreement will be treated as a sale by Seller, and a purchase by Buyer, of the assets of Seller. Within 90 days after the Effective Date, the Parties shall discuss in good faith and attempt to allocate the Purchase Price. If the Parties agree, the Purchase Price (and all other amounts required to be treated as part of the purchase price for federal income Tax purposes) will be allocated among the assets for all Tax and accounting purposes, including without limitation for purposes of Sections 741 and 751 of the Code, in accordance with an allocation schedule. Neither Buyer nor Seller shall take any position on any Tax Return or otherwise that is inconsistent with such treatment or such purchase price allocation unless expressly required pursuant to applicable law. In the event that the Parties are unable to agree to a Purchase Price allocation, then the Parties shall be free to allocate the Purchase Price separately. 4. Representations and Warranties. Seller represents and warrants to Buyer that all of the representations and warranties of Seller set forth on Schedule 3 are true and correct in all respects as of the date of this Agreement. Buyer represents and warrants to Seller that all of the representations and warranties of Buyer set forth on Schedule 3 are true and correct in all respects as of the date of this Agreement. 5. Proration of Expenses and Revenues Seller shall be responsible for all expenses and entitled to all revenue for periods prior to the Effective Date and Buyer shall be responsible for all expenses and entitled to all revenue for periods on and after the Effective Date. 6. Indemnity. A. Seller shall indemnify, defend and hold Buyer and its governing officials, officers, employees or agents harmless from and against any and all losses, costs, liabilities, damages, expenses, liabilities, obligations, claims, demands, causes of action, suits, settlements and judgments of every kind, nature or description, including the costs and expenses associated therewith and reasonable attorneys’ fees (collectively, the “Losses”) arising out of: (i) the breach of any representation or warranty of Seller set forth in this Agreement; (ii) the breach of any of the covenants or agreements by Seller contained in this Agreement or the transactions contemplated hereby; and (iii) the ownership of the Purchased Assets and Assumed Contracts prior to the Effective Date, and the conduct of the Business prior to the Effective Date, including, but not limited to, any liability, judgment or damages against Seller, its officers, directors, employees or agents, as a result of litigation involving Seller prior to the Effective Date. B. Buyer shall, to the extent allowed by law, indemnify and hold Seller and its officers, employees or agents harmless Seller from and against any and all Losses arising out of: (i) the breach of any representation or warranty of Buyer contained in or arising out of this Agreement or the transactions contemplated hereby; (ii) the non-performance, partial or total, of any covenant made by Buyer pursuant to this Agreement or the transactions contemplated hereby; and (iii) the ownership of the Purchased Assets and Assumed Contracts after the Effective Date. C. Notwithstanding the provisions set forth above, except with respect to a breach or misrepresentation of Seller’s representations and warranties numbered 3 - 8 in Schedule 3, the maximum amount of indemnifiable Losses that may be recovered by Buyer under this Agreement shall not exceed Five Hundred Thousand and no/100 dollars ($500,000). With respect to a breach of Seller’s representations and warranties numbered 1 and 2 of Schedule 3 441 Bill of Sale and Assumption Agreement (City of Denton/Denton Power) Page 3 of 13 (the “Fundamental Representations”), the maximum liability of Seller shall not exceed fifty percent (50%) of the Purchase Price. Seller shall not be liable for any damages unless and until the aggregate amount of Losses exceeds Twenty-Five Thousand and no/100 Dollars ($25,000) (the “Threshold”), in which case Buyer shall be entitled to indemnification for all such Losses from the first dollar of Losses (i.e., without regard to the Threshold). 7. Survival. Except as otherwise provided in this Agreement, the representations and promises, including the indemnities, of the Parties contained in this Agreement will survive (and not be affected in any respect by) the Effective Date for the applicable statute of limitations as well as any investigation conducted by any Party and any information which any Party may receive. 8. Further Actions. At any time and from time to time after the date of this Agreement: (1) Seller shall execute and deliver or cause to be executed and delivered to Buyer such other instruments and take such other action, all as Buyer may reasonably request, in order to carry out the intent and purpose of this Agreement; and (2) Buyer shall execute and deliver or cause to be executed and delivered to Seller such other instruments and take such other action, all as Seller may reasonably request, in order to carry out the intent and purpose of this Agreement. 9. Governing Law; Venue; Waiver of Jury Trial. A. This Agreement and the transactions contemplated hereby will be construed in accordance with and governed by the internal laws (without reference to choice or conflict of laws principles) of the State of Texas. B. Any suit, action, or other proceeding brought against any of the Parties to this Agreement or any dispute arising out of this Agreement or the transactions contemplated hereby must be brought either in the courts sitting in Denton County, Texas, or in the United States District Court, Eastern District of Texas and by its execution and delivery of this Agreement, each Party accepts the jurisdiction of such courts and waives any objections based on personal jurisdiction or venue. C. Each Party, after consulting with their attorney, knowingly, voluntarily and intentionally (and without duress or coercion) waive any right any of them may have to a trial by jury in any litigation based upon or arising out of this Agreement or any of the other agreements between, among or involving one or more of the Parties or based on any course of conduct, dealing, statements (whether oral or written) or actions of any Party. No Party shall seek to consolidate, by counterclaim or otherwise, any such action in which a jury trial has been waived with any other action in which a jury trial cannot be or has not been waived. These provisions shall not be deemed to have been modified in any respect or relinquished by any Party except by a written instrument executed by all of the Parties hereto. 10. Assignment. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of each other Party. 11. Notices. All notices and other communications under this Agreement must be in writing and given by first class mail, return receipt requested, nationally recognized overnight 442 Bill of Sale and Assumption Agreement (City of Denton/Denton Power) Page 4 of 13 delivery service, such as Federal Express, or personal delivery against receipt to the Party to whom it is given, in each case, at the Party’s address set forth in this section 11 or such other address as the Party may hereafter specify by notice to the other Parties given in accordance with this section. Any such notice or other communication will be deemed to have been given as of the date the applicable delivery receipt for such communication is executed as received or in the case of mail, three days after it is mailed. If to Seller: Denton Power, LLC 414 South Main Street, Suite 600 Ann Arbor, MI 48104 Attn: Kevin Dobson Email: kevin.dobson@dteenergy.com With a copy to: DTE Energy Resources, LLC 414 South Main Street, Suite 600 Ann Arbor, MI 48104 Attn: Assistant General Counsel Email: DTEER_CONTRACT_NOTICES@dteenergy.com If to Buyer: Executive Manager of Utilities City of Denton 215 E. McKinney St. Denton, Texas 76201 With a copy to: City Attorney’s Office City of Denton 215 E. McKinney St. Denton, Texas 76201 12. Miscellaneous. A. This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof and all prior negotiations, writings, and understandings relating to the subject matter of this Agreement are merged in and are superseded and canceled by, this Agreement. B. This Agreement may not be modified or amended except by a writing signed by the Parties. 443 Bill of Sale and Assumption Agreement (City of Denton/Denton Power) Page 5 of 13 C. This Agreement is not intended to confer upon any person or entity not a Party (or their successors and permitted assigns) any rights or remedies hereunder. D. This Agreement may be signed in any number of counterparts, each of which will be an original with the same effect as if the signatures were upon the same instrument, and it may be signed electronically. E. The captions in this Agreement are included for convenience of reference only and will be ignored in the construction or interpretation hereof. F. If any date provided for in this Agreement falls on a day which is not a business day, the date provided for will be deemed to refer to the next business day. G. Any provision in this Agreement that is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction will be ineffective only to the extent of such invalidity, illegality, or unenforceability without affecting in any way the remaining provisions hereof; provided, however, that the Parties will attempt in good faith to reform this Agreement in a manner consistent with the intent of any such ineffective provision for the purpose of carrying out such intent. H. The Schedules to this Agreement are a material part of this Agreement and are incorporated by reference herein. I. This Agreement will be binding upon, and will inure to the benefit of, the Parties and their respective successors, permitted assigns and legal representatives. J. No waiver or consent, express or implied, by either Party of or to any breach or default by any Party in the performance by such Party of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by such Party of the same or any other obligations of such Party hereunder. Failure on the part of a Party to complain of any act of any Party or to declare any Party in default, irrespective of how long such failure continues, shall not constitute a waiver by such Party of its rights hereunder until the applicable statute of limitations period has run. Any waiver by a Party shall be valid only if set forth in an instrument in writing signed by such Party. K. Neither Party shall have the right to assign its rights or obligations under this Agreement without the prior written consent of the other Party which shall not be unreasonably withheld, conditioned or delayed. L. The provisions of this Agreement shall not give rise to any right of recourse against any director, officer, shareholder, employee, member, manager, partner, agent or attorney of any Party. Each of the undersigned has caused this bill of sale and assumption agreement to be duly executed and delivered as of the Effective Date. 444 Bill of Sale and Assumption Agreement (City of Denton/Denton Power) Page 6 of 13 BUYER: City of Denton, a Texas home-rule municipal corporation By: _____________________________ Todd Hileman, City Manager Signed on the _____ day of ____________________ , 2020. Attest: Rosa Rios, City Secretary _____________________________ Approved as to form: Aaron Leal, City Attorney _____________________________ 445 Bill of Sale and Assumption Agreement (City of Denton/Denton Power) Page 7 of 13 SELLER: Denton Power, LLC, a Michigan limited liability company By: _____________________________ Signature _____________________________ Printed Name _____________________________ Title Signed on the _____ day of ____________________ , 2020. 446 Bill of Sale and Assumption Agreement (City of Denton/Denton Power) Page 8 of 13 Schedule 1 Purchased Assets “Purchased Assets” means the following assets of Seller used in the operation of the Business, and all books and records (including equipment maintenance records) related to each (whether in hard copy or electronic form): Engine container which includes engine, generator and glycol cooler Engine block serial number - GZJ 00402 Generator barrel serial number - 9WZ00833 Radiator serial number- 16749 Switchgear room and all associated switchgear and equipment 480VAC Generator breaker serial number is – AM41113786 4160VAC Utility breaker serial number is – 9650 All Connex storage boxes Oil storage connex with 3 roll up doors serial number is – HDTP89-428486 Fork lift storage connex with one door in the back serial number is – WIKU5000992 Work shop connex with 1 roll up door in the middle serial number is – IDTY5826650 Office trailer No serial number - it is a 44’ x 10’ trailer light gray in color Special tools Oil storage tanks pumps & hoses; includes (1) new 500 gallon virgin oil tank, (1) 300 gallon glycol tank, & (2) 300 gallon used oil tanks Ultramat 23 gas analyzer (Siemens unit @ fuel skid) Valve adjustment tool kit p/n 147-5482 Valve recession tool p/n 155-1536 600 lb. electric chain host Cat ET software annual subscription Dell Laptop computer for Cat ET (in engine room) Cat ET COM-3 adapter and patch cables (2) Exhaust Spreader Bar for Lifting exhaust manifold (machine shop built) Breaker Lift (in the MCC room) Nitrogen bottle & regulator Cylinder Compression Tester #193-5859 Woodward DSLC hand held communicator Wrench for valve adjustment # 147-2059 Spark Plug Socket p/n4C-4601 Spark Plug Thread chaser (2) Turning Tool p/n 238-9586 Dial Indicator #147-2056 Torque wrench for valve adjustment #147-2060 447 Bill of Sale and Assumption Agreement (City of Denton/Denton Power) Page 9 of 13 Adapter tool for removing spark plug adapter p/n 1U-5715 Oil sample pump Wire Removal Tool p/n 151-6320 Oil Filter wrench Consumables Quantity Spark plugs 20 Engine oil 150 Engine coolant 150 Generator Bearing Lube p/n 2s3230 5 Spare parts Pilot thermocouple (flare spare part)1 Flame thermocouple (flare spare part)1 Flame (UV) sensor (flare spare part)1 Propane solenoid valve (flare spare part)1 FILTER Oil, 275-2604 8 TRANSFORMER, 438-5682 1 TRANSFORMER, 512-6201 1 SENSOR Detonation, 574-8679 2 REGULATOR Oil Temperature, 6I-4953 1 REGULATOR Oil Temperature, 6I-4955 2 Piston Pack, 10R-5992 1 Cylinder Head, 20R-3552 1 448 Bill of Sale and Assumption Agreement (City of Denton/Denton Power) Page 10 of 13 Schedule 2 Assumed Contracts and Permits “Assumed Contracts and Permits” mean the following contracts of Seller used in the operation of the Business of Seller: Power Purchase Agreement dated September 9, 2008 by and between Denton Power, LLC (“Seller”), a Michigan limited liability company, and Denton Municipal Electric, also known as the City of Denton (“Buyer”), a Texas home-rule municipal corporation. Standard Form Market Participant Agreement between Denton Power, LLC and Electric Reliability Council of Texas, Inc. dated April 1, 2015. Amended and Restated Landfill and Digester Gas Rights and Collection Facility Lease by and between City of Denton, a Texas home-rule municipal corporation (“Lessor”) and Denton Power, LLC, a Michigan limited liability company (“Lessee”) dated April 15, 2008. Interconnection Agreement by and between Denton Municipal Electric (DME) and Denton Power, LLC (Producer) for Generation Interconnection to Denton Municipal Electric’s Distribution System at the City of Denton Landfill dated September 9, 2008. Air Permit (Registration No. 84247) issued by the Texas Commission for Environmental Quality related to the operation of the Business; provided, however, that Buyer shall promptly fill out and submit the Texas Commission on Environmental Quality Form No. 10400 (this is necessary to notify of change of ownership and effect the transfer) 449 Bill of Sale and Assumption Agreement (City of Denton/Denton Power) Page 11 of 13 Schedule 3 Representations and Warranties A. Representations and Warranties of Seller. 1. Organization; Qualification. Seller is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Michigan, and has al power and authority to own and operate its properties and to carry on its Business, and is duly qualified, registered or licensed to do business as a foreign limited liability company and is in good standing in each jurisdiction in which the property owned or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so licensed, qualified or in good standing would not have a material adverse effect. 2. 2. Authority; Enforceability. (a) Seller has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transaction. The execution and delivery by Seller of this Agreement, the performance of its obligations hereunder and the consummation by Seller of the transaction, has been duly and validly authorized by Seller, and no other proceedings on the part of Seller are necessary to authorize consummate the transaction. (b) This Agreement has been duly executed and delivered by Seller and, assuming the due authorization, execution and delivery by the other Parties thereto, this Agreement constitutes the valid and binding agreement of Seller and is enforceable against Seller in accordance with its terms. 3. Consents. Except for any consents which might be required by the City of Denton in its capacity as counterparty to the Assumed Contracts and except for Form 10400 which Buyer must file with the Texas Commission on Environmental Quality to transfer ownership of the air permit for the Purchased Assets, Seller is not required to obtain the consent of any party to a contract or any governmental entity in connection with the execution, delivery, or performance by it of this Agreement or the consummation of the transactions contemplated in this Agreement. 4. Compliance with Laws. With respect to the operation of the Business by Seller before the Effective Date, Seller has not received any notice, written or, to Seller’s Knowledge, verbal, from any person or any governmental authority, of any violation of any laws applicable to the Business, including, without limitation, any environmental laws. 5. Taxes. Seller has, in respect of the Business, filed all tax returns that are required to be filed and has paid all taxes that have become due under the tax returns or under any assessment that has become payable or for which Buyer may otherwise have any transferee liability. All monies required to be withheld by Seller from employees for income taxes and 450 Bill of Sale and Assumption Agreement (City of Denton/Denton Power) Page 12 of 13 social security and other payroll taxes have been collected or withheld and either paid to the respective governmental bodies or set aside in accounts for such purpose. 6. Litigation. There are no claims or suits pending or, to Seller’s Knowledge, threatened by or against Seller (1) relating to or affecting the Purchased Assets or Assumed Contracts or (2) related to this transaction. There are no judgments, decrees, orders, writs, injunctions, rulings, decisions, or awards of any court or governmental body to which Seller is a party or is subject with respect to any of the Purchased Assets is subject. 7. Title. Seller has good and marketable title to all of the Purchased Assets free and clear of all liens and encumbrances. Pursuant to this agreement, Seller conveys to Buyer good and marketable title to all of the Purchased Assets, free and clear of all liens and encumbrances. 8. No Other Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED IN THIS SCHEDULE 3, SELLER MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, AND SELLER HEREBY DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY WITH RESPECT TO THE EXECUTION AND DELIVERY OF THE AGREEMENT AND THE CONSUMMATION OF THE TRANSACTION. B. Representations and Warranties of Buyer: 1. Organization. Buyer is a Texas home-rule municipal corporation duly organized under the laws of the State of Texas. 2. Authority; Enforceability. (a) Buyer has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transaction. The execution and delivery by Buyer of this Agreement, the performance of its obligations hereunder and the consummation by Buyer of the transaction, has been duly and validly authorized by Buyer, and no other proceedings on the part of Buyer are necessary to authorize consummate the transaction. (b) This Agreement has been duly executed and delivered by Buyer and, assuming the due authorization, execution and delivery by the other Parties thereto, this Agreement constitutes the valid and binding agreement of Buyer and is enforceable against Buyer in accordance with its terms. 3. Consents. Buyer is not required to obtain the consent of any party in connection with the execution, delivery, or performance by it of this Agreement or the consummation of the transactions contemplated in this Agreement. 4. Investigation. BUYER ACKNOWLEDGES THAT (A) IT IS RELYING ON ITS OWN INDEPENDENT INVESTIGATION AND ANALYSIS IN ENTERING INTO THE TRANSACTION AND THE REPRESENTATIONS AND WARRANTIES IN THIS SCHEDULE 3; (B) EXCEPT AS SET FORTH IN THIS SCHEDULE3 , SELLER HAS NOT 451 Bill of Sale and Assumption Agreement (City of Denton/Denton Power) Page 13 of 13 MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE PURCHASED ASSETS OR ASSUMED CONTRACTS OR AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING THE PURCHASED ASSETS OR ASSUMED CONTRACTS FURNISHED OR MADE AVAILABLE TO BUYER; (C) BUYER HAS NOT RELIED UPON ANY INFORMATION REGARDING THE PURCHASED ASSETS OR ASSUMED CONTRACTS OR THE TRANSACTION NOT SET FORTH IN THIS SCHEDULE 4; AND (D) SELLER SHALL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO BUYER OR ANY OTHER PERSON RESULTING FROM THE FURNISHING TO BUYER, OR BUYER’S USE OF OR RELIANCE UPON, ANY SUCH INFORMATION OR ANY INFORMATION, DOCUMENTS, OR MATERIALS MADE AVAILABLE TO BUYER IN ANY FORM IN EXPECTATION OF, OR IN CONNECTION WITH, THE TRANSACTION, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES IN THIS SCHEDULE 3. BUYER IS KNOWLEDGEABLE ABOUT THE BUSINESS AND THE INDUSTRY IN WHICH THE COMPANY OPERATES, AND BUYER IS CAPABLE OF EVALUATING THE MERITS AND RISKS OF THE TRANSACTION. BUYER HAS BEEN AFFORDED ACCESS TO THE BOOKS AND RECORDS, FACILITIES, AND PERSONNEL OF SELLER FOR PURPOSES OF CONDUCTING ITS DUE DILIGENCE INVESTIGATION AND HAS CONDUCTED A DUE DILIGENCE INVESTIGATION OF THE PURCHASED ASSETS AND ASSUMED CONTRACTS. 5. No Other Representations and Warranties. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SCHEDULE 3, BUYER DOES MAKE ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, AND BUYER HEREBY DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY WITH RESPECT TO THE EXECUTION AND DELIVERY OF THE AGREEMENT AND THE CONSUMMATION OF THE TRANSACTION. 452 Supplemental AIS Environmental Information Environmental Benefit of Denton Power LLC The collection and combustion of Landfill Gas (LFG) in the internal combustion engines of Denton Power LLC produces electricity but the combustion process converts methane to carbon dioxide and water. The conversion process releases heat that is used to turn a generator and produce electricity. Methane is a much more potent ozone precursor and greenhouse gas than carbon dioxide1 and its capture and combustion are environmentally beneficial because greenhouse gas emissions are greatly reduced. Capturing LFG and combusting it to reduce the Global Warming Potential (GWP) can also be accomplished using a flare or by cleaning up the LFG and injecting it into a natural gas pipeline where it is eventually combusted or used in industrial processes. Current methane gas production from the Denton Landfill exceeds the volume that Denton Power LLC can process and such surplus landfill gas is flared. Flaring of LFG also occurs when the Denton Power LLC facility is unavailable due to planed or forced outages. Combusting the landfill gas in either the equipment of Denton Power LLC or the flare is a condition of the solid waste permit. While the beneficial reuse of LFG to produce electricity has the benefit of producing energy from LFG that would otherwise be combusted in the flare, actual emissions of regulated pollutants from flaring are less than combusting the LFG in the internal combustion engines. Tables 3 and 4 below provide the U.S. Environmental Protection Agency emissions factors2 for regulated pollutants from LFG combustion facilities Table 3 Comparative LFG Emissions from Various Combustion Sources 1 United States Environmental Protection Agency, Understanding Global Warming Potentials. Methane has a Global Warming Potential (GWP) of 28-36 vs carbon dioxide whose GWP is 1. 2 United States Environmental Protection Agency, AP-42, Fifth Edition Volume 1 Chapter 2: Solid Waste Disposal 453 Table 4 Comparative Priority Pollutants Emissions from LFG Combustors On August 4, 2017, Council received an Informal Staff Report (ISR) on the flaring of landfill gas that reported, while there was excess LFG being produced, the excess amount was not sufficient to warrant the installation of an additional internal combustion engine and that the flaring of emissions resulted in less pollutants than from combusting the equivalent amount of LFG in the Denton Power LLC unit. Consistent with that ISR, the USEPA data provided in tables 3 and 4 demonstrate that flaring of LFG results in lower emission of pollutants, with the exception of carbon monoxide, than combustion in the internal combustion engine utilized by Denton Power LLC. The Solid Waste department has engaged SCS consultants to evaluate alterntive beneficial reuse of LFG. A preliminary report was issued by SCS in late July and staff are evaluating options in the report and preparing the requisite business cases to determine the lowest cost option. After completion of this technical and business case analysis, staff will provide a summary to City Council of the options, cost and timing of the options and will seek guidance on next steps. 454 455 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-1597,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 declared state of local disaster to September 30, 2020; superseding and replacing the Eighth Order of Council of the City of Denton issued July 28, 2020 approved by Ordinance No. 20-1423 to provide additional requirements and guidance; confirming the expenditure of funds and authorizing the expenditure of additional funds; providing a repealer clause; and providing an effective date. City of Denton Printed on 8/21/2020Page 1 of 1 powered by Legistar™456 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office CM/ DCM/ ACM: Todd Hileman DATE: August 25, 2020 SUBJECT 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 to September 30, 2020; superseding and replacing the Eighth Order of Council of the City of Denton issued July 28, 2020 approved by Ordinance No. 20-1423, to provide additional requirements and guidance; confirming the expenditure of funds and authorizing the expenditure of additional funds; providing a repealer clause; and providing an effective date. BACKGROUND On Tuesday, June 23, City Council extended the local disaster declaration for a public health emergency through August 31, 2020. On Tuesday, July 28, City Council adopted the current eighth order of council effective through August 31, 2020. This item would extend the local disaster declaration and adopt a Ninth Order of Council, both effective through September 30, 2020. The proposed Ninth Order would supersede and replace the Eighth Order of Council of the City of Denton issued July 28, 2020. The terms are proposed to remain the same as the Eighth Order, except for 1) extending the timeframe, with the proposed Order to take effect at 11:59 p.m. on August 31, 2020 and continue through 11:59 p.m. on September 30, 2020 and 2) increase the total spending authority for the City Manager for the emergency response to $2,050,000.00, which includes identified facility improvements (cost of about $900,000). The slide in the attached presentation (Exhibit 3) provides more information regarding expenditures by category. Please see attached a redlined version (Exhibit 4) of the changes for Council consideration. A clean version is also attached (Exhibit 5). PRIOR ACTION/REVIEW (Council, Boards, Commissions) July 28 – Council approved a New Eighth Order June 26 – Council confirmed the Declaration of Disaster and Approved a New Seventh Order June 23 – Council extended the Declaration of Disaster and Approved a New Sixth Order May 29 – Council extended the Declaration of Disaster and Approved a New Order 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 City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 457 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 March 13 – Mayoral Declaration of Local Disaster and Order EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Current Ordinance 20-1423 and Order (Adopted July 28, 2020) Exhibit 3 – Presentation Exhibit 4 – Draft Ordinance and Order for Consideration (Redline) Exhibit 5 – Draft Ordinance and Order for Consideration (Clean) Respectfully submitted: Sarah Kuechler Chief of Staff 458 ORDINANCENO. 20–1 423 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 SEVENTH ORDER OF COUNCIL OF THE CITY OF DENTON ISSUED JUNE 26, 2020 APPROVED BY ORDINANCE NO. 20-1255 TO PROVIDE ADDITIONAL REQUIREMENTS AND GUIDANCE; CONFIRMING THE EXPENDITURE OF FUNDS; PROVIDING A REPEALER CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, 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; and WHEREAS, symptoms of COVID-19 include fever, coughing, and shortness of breath, and in some cases the virus has caused death; and WHEREAS, the number of known cases of COVID-19 diagnosed in the State of Texas is currently increasing daily; and WHEREAS, extraordinary measures must be taken to contain COVID-19 and prevent its spread throughout the City of Denton and Denton County, including the limitation of community gatherings and requiring individuals, groups of individuals, or property to be subject to additional measures that prevent or control the spread of disease; and WHEREAS, the State Office of Court Administration, in consultation with the Supreme Court, Court of Criminal Appeals, and Regional Judges, has provided guidance recommending postponement of all non-essential court proceedings, minimizing staff, and taking all other appropriate measures to prevent the spread of disease; and WHEREAS, the Mayor of the City of Denton determined that extraordinary measures must be taken by temporarily limiting the number of persons allowed to convene in a single location; temporarily closing City buildings, facilities, and limiting certain uses thereof; temporarily postponing all non-essential municipal court proceedings; providing resources to prevent eviction due to COVID-19 impact; and temporarily suspending all City utility shut-offs to residential customers; and WHEREAS, on March 13, 2020, the Mayor executed a “Declaration of Local Disaster for Public Health Emergency” and an “Order of the Mayor of the City of Denton” pursuant to the Declaration; and WHEREAS, finding it in the best interest of the citizens of Denton, on March 17, 2020, the City Council, through Ordinance No. 20-721, extended the Declaration of Emergency through April 30, 2020 and issued an Order of the Council of the City of Denton, attached thereto as Exhibit “C,” including the authorization to expend no more than Five Hundred Fifty Thousand Dollars ($550,000.00) during this period to proceed with the necessary emergency responses and essential functions not already budgeted; and 459 WHEREAS, City of Denton Code of Ordinances Section 9-54(b) provides for penalties for violation of proclamations of emergency and any rule, regulation, or order issued pursuant to such proclamation and Chapter 9 of the City of Denton Code of Ordinances; and WHEREAS, information about COVID-19 continues to evolve and measures must be taken to respond to the latest information available; and WHEREAS, following updated information on the spread of COVID-19, the City Council amended the Order of Council on March 20, 2020; and WHEREAS, as COVID-19 continued to spread throughout the City and County of Denton, the Mayor issued a Second Declaration of Local Disaster on March 24, 2020, and an “Order of the Mayor of the City of Denton” pursuant to the Second Declaration, extending measures in an attempt to slow the spread of the disease; and WHEREAS, Governor Greg Abbott issued Executive Order GA-14 on March 31, 2020, further limiting public gatherings and defining which “essential services” were to continue during the declared state-wide emergency; and WHEREAS, GA-14 expressly preempted local ordinances, declarations, and orders in conflict with it; and WHEREAS, in compliance and to be consistent with GA-14, the City Council passed a Second Order of Council on April 6, 2020, superseding and replacing the prior orders of Council; and WHEREAS, Governor Abbott issued Executive Order GA-16 on April 17, 2020, superseding GA-14, allowing retail stores to reopen under certain conditions and using certain procedures; and WHEREAS, on April 27, 2020, Governor Abbott issued Executive Order GA-18, further ordering that people minimize social gatherings and in-person contact with people not in the same household except where necessary to obtain essential or reopened services, and still expressly preempting local ordinances, declarations, and orders in conflict with his orders; and WHEREAS, on April 28, 2020, Denton County issued a new Disaster Declaration and Executive Order of the Denton County Commissioners Court, which extended the emergency declaration through May 15, 2020 and incorporated the provisions of GA-18 and the social distancing guidelines promulgated by the Centers for Disease Control; and WHEREAS, on April 30, 2020, the City Council in compliance and to be consistent with the Governor’s Executive Orders and the County Orders, extended the effectiveness of the Declaration of Local Disaster until 11 :59 p.m. May 31, 2020 and thereafter as any subsequent proclamation renews the Texas Governor’s disaster proclamation; and WHEREAS, on May 5, 2020, the City Council in compliance and to be consistent with the Governor’s Executive Orders and the County Orders, extended the effectiveness of the Declaration of Local Disaster until 11 :59 p.m. May 31, 2020; and 460 WHEREAS, on May 29, 2020, the City Council in compliance with and to be consistent with the Governor’s Orders, extended the effectiveness of the Declaration of Local Disaster until 11 :59 p.m. June 30, 2020; and WHEREAS, on June 3, 2020, Governor Abbott issued Executive Order GA-26, ordering that people should not be in groups larger than ten and should maintain a distance of six feet of social distancing from those not in their group, and still expressly preempting local ordinances, declarations, and orders in conflict with his orders; and WHEREAS, on June 23, 2020, Governor Abbott amended Executive Order GA-26, permitting county judges and mayors to place additional restrictions on outdoor gatherings estimated to consist of 100 people or more; and WHEREAS, on June 23, 2020, the City Council in compliance with and to be consistent with the Governor’s Orders, extended the effectiveness of the Declaration of Local Disaster until 11 :59 p.m. August 3 1, 2020; and WHEREAS, Governor Abbott has indicated that local governments may require businesses to develop Health and Safety policies; and WHEREAS, on June 26, 2020, Governor Abbott issued Executive Order GA-28, ordering that certain businesses return to 50 percent of occupancy limits and prohibiting certain gatherings and visiting bars; and WHEREAS, on July 2, 2020, Governor Abbott issued Executive Order GA-29, ordering face coverings and providing for a penalty for violation of his order and amending Executive Order GA-28 allowing for penalties; and WHEREAS, also on July 2, 2020, Governor Abbott further amended Executive Order GA- 28 to limit gatherings to 10 people; and WHEREAS, the City Council finds that it is in the best interest of the citizens of the City of Denton to supersede and replace the Seventh Order of the Council of the City of Denton dated June 26, 2020, confirming certain previous orders, and providing additional requirements and guidance; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDA INS: SECTION 1. The facts, circumstances, and recitations contained in the preamble of this Ordinance are found and declared to be true and correct, and are incorporated herein by reference as if fully set out herein. SECTION 2. Pursuant to Section 418.108, Texas Government Code, and Section 9-27, City of Denton Code of Ordinances, Council confirms the effective period of Declaration of Local Disaster executed by the Mayor on March 13, 2020 until 11:59 p.m. on August 3 1, 2020 and shall be further extended to the same date as any proclamation by the Governor of the State of Texas renewing the original March 13, 2020 COVID- 19 proclamation in the interest of public health and 461 safety in an attempt to prevent the spread of COVID-19, unless further extended, revised, or terminated by law. SECTION 3. The Council hereby adopts the Eighth Order of Council, dated July 28, 2020, attached hereto as Exhibit “A.” SECTION 4. It is Council’s intent that this Ordinance and the Order of Council attached hereto supersede and replace the prior Orders of Council, passed March 17, 2020 through Ordinance 20-420, March 20, 2020 through Ordinance 20-740, April 6, 2020 through Ordinance 20-812, April 30 through Ordinance 20-873, May 5 through Ordinance 20-923, May 29 through Ordinance 20-980, June 23 through Ordinance 20-1199, and June 26 through Ordinance 20-1255 . To the extent those prior Orders conflict with the Order herein passed, they are repealed. SECTION 5. The City Council confirms the expenditure authority as further specified in Exhibit “ A,” including the authority previously granted to the City Manager to execute an Amendment with the United Way of Denton County Inc. regarding funds previously budgeted for the Barriers Fund. e second1 vote [3_ - A : motion to approve this Ordinance was made 77/7 f/fad e ; the Ordinance was passed and M LXJar Abstain Absent Chris Watts, Mayor:Ja ,/’ JZ Ja JZ- Gerard Hudspeth, District 1 : Keely G. Briggs, District 2:I Z Jesse Davis, District 3 : John Ryan, District 4: Deb Armintor, At Large Place 5 : Paul Meltzer, At Large Place 6: PASSED AND APPROVED thi, th, nF# d,y ,f 2020 CHRIS WATTS. MAYOR ATTEST: ROSA RIOS, CITY SECRETARY b\\1111111/1 ._PhDBY: 462 APPROVED AS TO LEGAL FORM: AARON LEAL. CITY ATTORNEY 463 EXHIBIT A DENTON EIGHTH ORDER OF THE COUNCIL OF THE CITY OF DENTON DATE ISSUED: JULY 28, 2020 Summary: The virus that causes 2019 Coronavirus Disease (COVID-19) is easily transmitted through person to person contact, especially in group settings, and it is essential that the spread of the virus be slowed to protect the ability of public and private health care providers to handle the influx of new patients and safeguard public health and safety. As the number of positive cases of COVID-19 continue to increase in the City of Denton, there is an immediate need to undertake the following measures described in this Order. This Order supersedes and replaces the Seventh Order of the City Council adopted on Tuesday, June 26, 2020 (Ordinance No. 20- 1255). PURSUANT TO THE PRIOR DECLARATION EXTENDED BY COUNCIL ON JUNE 23, 2020 AND THE AUTHORITY IN SECTION 9-22 OF THE DENTON CODE OF ORDINANCES AND SECTION 418.108 OF THE TEXAS GOVERNMENT CODE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDERS: 1. This Order pertaining to a Declaration of Local Disaster for Public Health Emergency, originally enacted by the Mayor on March 13, 2020 and extended by Council pursuant to ordinance, supersedes and replaces the prior Orders of the Mayor and of Council. The Order shall take effect at 1 1:59 p.m. on July 28, 2020 and continue through 1 1:59 p.m. on August 3 1, 2020. 2 Effective as of 1 1 :59 p.m. on July 28, 2020: a.It is recommended that all individuals currently living within the City of Denton stay at home or their current place of residence. For the purposes of this Order, residences include hotels, motels, shared rentals, and similar facilities. To the extent individuals are using shared or outdoor spaces, they must at all times as reasonably as possible maintain social distancing of at least six feet from any other non-household member when they are outside their residence. b.All businesses operating within the City of Denton shall abide by the regulations set out in Gubernatorial Executive Order GA-28, signed by Governor Abbott on June 26, 2020, amended by proclamation on July 2, and as may be further amended. The restrictions and prohibitions of GA-28, as amended, are incorporated herein by reference as if set out fully herein. To the greatest extent possible, all business establishments shall comply with the Social Distancing Guidelines promulgated by the United States Centers for Disease Control and Prevention (CDC) and Texas Department of State Health Services (DSHS), including maintaining six-foot social distancing for both employees and the general public. C.All individuals shall comply with the requirements set out in Gubernatorial Executive Order GA-29, signed by Governor Abbott on July 2, 2020, and as may be further amended. The requirements of GA-29 are incorporated herein by reference as if set out fully herein. 464 d. All elective medical, surgical, and dental procedures shall comply with the requirements of Gubernatorial Executive Order GA- 19, as may be amended. 3 . This Order authorizes the use of all lawfully available enforcement tools found in Denton City Code, Chapter 9 (Emergency Management), state laws and gubernatorial orders, or federal laws 4. This Order continues the policy, established in the Seventh Order in accordance with City of Denton Code of Ordinances 2-28, granting the city manager authority to create standard operating procedures and administrative directives as necessary during the duration of the Declaration of Local Disaster associated with this Order, and any extensions thereof, to protect the safety of employees and the public, including adopting procedures and directives related to personnel, or to open, close, or otherwise alter the operation of facilities or services of the City of Denton 5 Effective as of 1 1 :59 p.m. on June 26, 2020: a. All commercial and non-profit entities in the City of Denton providing goods or services directly to the public are required to continue implementation of a health and safety policy (“Policy”) as established in the Seventh Order. 1.The Policy must: a.Require, at a minimum, that all employees and visitors to the entity’s business premises or other facilities wear face coverings that cover the nose and mouth when in an area or while performing an activity that will necessarily involve close contact or proximity to co-workers or the public. If possible, a face shield is recommended to be worn in the event a face covering cannot be safely worn. However, the requirement of a face covering does not apply 1. If covering the nose and mouth poses a significant mental or physical health risk to the individual; and. 2. When an individual is consuming a food or beverage or receiving a service where the wearing of a face covering would impair the performance of the service. b.Be posted conspicuously at or near all entrances of any commercial or non- profit entity in the City of Denton in clear view of any employees or members of the public entering the business. 11.The Policy may: a.Allow individuals with an operational need to remove a face covering so long as such operational needs are specifically addressed in the Policy. Page 2 of 5 465 b.Include the implementation of other mitigating measures designed to control and reduce the transmission of COVID-19 such as temperature checks or health screenings. b. In accordance with the GA-28, as amended on July 2, 2020, outdoor gatherings in excess of 10 people are prohibited unless specifically permitted by GA-28, authorized by the mayor, or otherwise permitted by subsequent Executive Order or amendment of GA-28. C.In all public areas not subject to paragraph 2c or 5a, all people 10 years or older are strongly urged to wear a face covering over their nose and mouth where it is difficult to keep six feet away from other people or working in areas that involve proximity with coworkers. The CDC advises face coverings for people 2 years or older. Face coverings may include homemade masks, scarves, bandanas, or a handkerchief. City of Denton residents should continue to maintain social distancing of at least six feet while outside their home. d. In accordance with city ordinance, violations of Paragraph 5.a. may be enforced by Denton police officers, building enforcement officers, zoning compliance officers, or community improvement services officers. 6. Pursuant to Section 9-22 of the Code of Ordinances, the following measures are also ordered continued as set forth herein: a. All City Committee, Commission, and Board meetings are suspended through the term of this order, with the following exceptions: 1. 11. 111. IV. The Planning and Zoning Commission shall meet no more than twice per month; The Public Utilities Board shall meet no more than twice per month; The Civil Service Commission shall meet as needed; and Other boards and commissions shall meet as necessary and as resources allow with priority given to boards and commissions that have time-sensitive items. b. City Council meetings shall be rescheduled as posted and may be conducted in accordance with alternate measures as permitted by law; c. Only electronic purchasing submissions shall be accepted; d. The City Manager or his designee is authorized to make application for local, state, and federal assistance as necessary and/or applicable; e. The City Manager or his designee is authorized to accept on behalf of the City services, gifts, grants, equipment, supplies, and/or materials whether from private, nonprofit, or government sources; f. The City Manager or his designee is authorized to terminate or suspend any event that is or may negatively impact the health, safety, and welfare of persons within the City; g. The City Manager is authorized to approve individual purchases and sign contracts up to $500,000.00 for general expenditures already budgeted or authorized by this Order; Page 3 of 5 466 h.All City of Denton utility non-payment shut offs were suspended until 11:59 p.m. on June 30, 2020 and no penalties for non-payment of utilities under Ordinances 19-2140, 19-2136, 19-2137, 19-2 138, or 18-1494 shall accrue during the time period between March 13, 2020 and July 31, 2020, but non-payment shut offs and penalties for non-payment of utilities may occur beginning August 1, 2020; 1.The City Manager is given authority to expend those previously budgeted funds of up to $100,000.00 as funding to the United Way of Denton County to assist individuals and families living in the City of Denton, who have experienced income or job loss directly resulting from COVID-19, in eviction avoidance; J.The City Manager is authorized to expend no more than One Million One Hundred Fifty Thousand Dollars ($1,150,000.00) total, including previously authorized funds, 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 authorized; k. The City Manager is authorized to expend no more than the previously authorized Fifty Thousand Dollars ($50,000.00) from the customer service fund reserve balance during this period to increase utility assistance funding for FY 2019-2020 to One Hundred Seventy- Five Thousand Dollars ($ 175,000.00); 1.All non-essential in-person court proceedings in the Municipal Court No. 1 of the City of Denton are postponed. All such proceedings will be rescheduled following the term of this Order. Court proceedings that may be conducted remotely may be held at their scheduled time or rescheduled during the term of this order if such proceeding has already been postponed. No fine, penalty, or punishment shall issue against a party because of the postponement ordered herein or by prior Order of Council. Municipal Court No. 1 shall continue to hear all proceedings deemed essential by the state Office of Court Administration, including search and arrest warrant requests, arraignments, criminal magistration proceedings, and requests for temporary restraining orders All court proceedings in the Municipal Court No. 1 of the City of Denton shall comply with the guidance and requirements promulgated by the state Office of Court Administration. In- person proceedings will recommence as provided by the Office of Court Administration and approved by the Regional Judge; m. Due to increased demand for household products and groceries resulting from stock up buying and individuals who purchase for resale, retail suppliers shall use common sense rationing of household products and groceries that are in limited supply; n. For business establishments that have more than fifty-one percent (51%) of their gross receipts from the sale of alcoholic beverages, the City Manager is authorized to take the following actions: 1.Temporarily extend City-issued food establishment permit expiration until July 3 1, 2020 without penalty for those set to expire prior to that date; Page 4 of 5 467 11. 111. and Prorate the City food establishment permit fees for the current year from twelve ( 12) months down to five (5) months; and Where such an establishment has already paid its permit fee for twelve (12) months, reimburse said establishment an amount to reflect a prorated five (5) month rate; o. The Parks and Recreation Reopening Plan (“Park Plan”) and Public Library Reopening Plan (“Library Plan”) previously adopted shall continue. 7. Copies of this Order shall be promptly provided to the City Secretary for filing and posting on the City’s website and in other conspicuous places. 20– 1 423 mFor–C–i;Ts1TQatt: City of Denton Page 5 of 5 468 Individual ConsiderationID#20-1597Extension of Disaster Declaration and OrderAugust 25, 20201Tuesday, August 25, 2020469 City of Denton Declaration and Order•Current Disaster Declaration, by Ordinance #20-1199, is effective until 11:59 p.m. on August 31, 2020•Current Order, by Ordinance #20-1423, is effective until 11:59 p.m. on August 31, 2020•Staff is seeking Council consideration for extension of the local disaster declaration and order2Tuesday, August 25, 2020470 Proposed Ordinance and Order•Extend the local disaster declaration through September 30, 2020•Supersede and replace the Eighth Order of Council with a Ninth Order of Council with two changes:1. Extend the timeframe•Proposed Ninth Order would take effect at 11:59 p.m. on August 31, 2020 and continue through 11:59 p.m. on September 30, 20202. Increase the total spending authority for the City Manager •Increase the total spending authority for the emergency response to $2,050,000; please note that this includes identified facility improvements (cost of about $900,000)•See next slide for more detail3Tuesday, August 25, 2020471 COVID‐19 Emergency Expenses$861,080Spent$861,080Spent$132,996Encumbered$132,996Encumbered $100,000 $200,000 $300,000 $400,000 $500,000 $600,000 $700,000 $800,000 $900,000 $1,000,000 $1,100,000Major Expenses/Contracts$994,076 of $1,150,000 Allocation Spent or Encumbered* Including United Way Assistance and Interfaith Ministries Funding $994,076Spent & Encumbered$994,076Spent & EncumberedMedical, Protective Services $ 152,231 Disinfection $ 93,269Homelessness Care $ 361,030United Way $ 158,641Utility Assistance Program $ 50,000 Facility Improvements $ -Other Materials/Supplies $ 45,909*Includes no-touch thermometers**Includes hotel rooms for quarantine***Includes public outreach and facility closure materials472 COVID‐19 Estimated Expenses (cont.)Facility City Hall $ 62,945City Hall East $ 108,930Denia Recreation Center $ 24,672Development Services $ 182,905Emily Fowler Library $ 37,137 MLK Rec Center $ 35,183North Branch Library $ 28,329North Lakes Recreation Center $ 24,092Police Dept. Training $ 32,456South Branch Library $ 23,649Service Center $ 24,541SVC $ 165,550Multi Building $ 2,304Cost$752,693Preliminary Cost$752,693Preliminary Cost$147,307Contingency$147,307Contingency$900,000Total Cost$900,000Total CostBuilding enhancements include the following: touch free faucets, and hand dryers, doors, hand sanitizer dispensers, sneeze guards, etc. 473 COVID‐19 Emergency Expense Summary COVID Expenditure Authority * Expenses will be reimbursed from CRF funds, FEMA Reimbursement or other identified grants.Current Appropriation Authority $1,150,000 Estimated Facility Expenses $900,000Proposed Appropriation Authority $2,050,000•Currently, the City Council has approved $1,150,000 in non‐personnel related expenses•Staff is requesting a $900,000 increase in expenditure authority for facility improvements474 Questions?7475 ORDINANCE NO. ______________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME–RULE MUNICIPAL CORPORATION, CONFIRMING EXTENDING THE EFFECTIVE PERIOD OF THE DECLARED STATE OF LOCAL DISASTER TO SEPTEMBER 30, 2020; SUPERSEDING AND REPLACING THE SEVENTH EIGHTH ORDER OF COUNCIL OF THE CITY OF DENTON ISSUED JULYNE 268, 2020 APPROVED BY ORDINANCE NO. 20-1423255 TO PROVIDE ADDITIONAL REQUIREMENTS AND GUIDANCE; CONFIRMING THE EXPENDITURE OF FUNDS AND AUTHORIZING THE EXPENDITURE OF ADDITIONAL FUNDS; PROVIDING A REPEALER CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, 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; and WHEREAS, symptoms of COVID-19 include fever, coughing, and shortness of breath, and in some cases the virus has caused death; and WHEREAS, the number of known cases of COVID-19 diagnosed in the State of Texas is currently increasing daily; and WHEREAS, extraordinary measures must be taken to contain COVID-19 and prevent its spread throughout the City of Denton and Denton County, including the limitation of community gatherings and requiring individuals, groups of individuals, or property to be subject to additional measures that prevent or control the spread of disease; and WHEREAS, the State Office of Court Administration, in consultation with the Supreme Court, Court of Criminal Appeals, and Regional Judges, has provided guidance recommending postponement of all non-essential court proceedings, minimizing staff, and taking all other appropriate measures to prevent the spread of disease; and WHEREAS, the Mayor of the City of Denton determined that extraordinary measures must be taken by temporarily limiting the number of persons allowed to convene in a single location; temporarily closing City buildings, facilities, and limiting certain uses thereof; temporarily postponing all non-essential municipal court proceedings; providing resources to prevent eviction due to COVID-19 impact; and temporarily suspending all City utility shut-offs to residential customers; and WHEREAS, on March 13, 2020, the Mayor executed a “Declaration of Local Disaster for Public Health Emergency” and an “Order of the Mayor of the City of Denton” pursuant to the Declaration; and WHEREAS, finding it in the best interest of the citizens of Denton, on March 17, 2020, the City Council, through Ordinance No. 20-721, extended the Declaration of Emergency through April 30, 2020 and issued an Order of the Council of the City of Denton, attached thereto as Exhibit “C,” including the authorization to expend no more than Five Hundred Fifty Thousand Dollars 476 ($550,000.00) during this period to proceed with the necessary emergency responses and essential functions not already budgeted; and WHEREAS, City of Denton Code of Ordinances Section 9-54(b) provides for penalties for violation of proclamations of emergency and any rule, regulation, or order issued pursuant to such proclamation and Chapter 9 of the City of Denton Code of Ordinances; and WHEREAS, information about COVID-19 continues to evolve and measures must be taken to respond to the latest information available; and WHEREAS, following updated information on the spread of COVID-19, the City Council amended the Order of Council on March 20, 2020; and WHEREAS, as COVID-19 continued to spread throughout the City and County of Denton, the Mayor issued a Second Declaration of Local Disaster on March 24, 2020, and an “Order of the Mayor of the City of Denton” pursuant to the Second Declaration, extending measures in an attempt to slow the spread of the disease; and WHEREAS, Governor Greg Abbott issued Executive Order GA-14 on March 31, 2020, further limiting public gatherings and defining which “essential services” were to continue during the declared state-wide emergency; and WHEREAS, GA-14 expressly preempted local ordinances, declarations, and orders in conflict with it; and WHEREAS, in compliance and to be consistent with GA-14, the City Council passed a Second Order of Council on April 6, 2020, superseding and replacing the prior orders of Council; and WHEREAS, Governor Abbott issued Executive Order GA-16 on April 17, 2020, superseding GA-14, allowing retail stores to reopen under certain conditions and using certain procedures; and WHEREAS, on April 27, 2020, Governor Abbott issued Executive Order GA-18, further ordering that people minimize social gatherings and in-person contact with people not in the same household except where necessary to obtain essential or reopened services, and still expressly preempting local ordinances, declarations, and orders in conflict with his orders; and WHEREAS, on April 28, 2020, Denton County issued a new Disaster Declaration and Executive Order of the Denton County Commissioners Court, which extended the emergency declaration through May 15, 2020 and incorporated the provisions of GA-18 and the social distancing guidelines promulgated by the Centers for Disease Control; and WHEREAS, on April 30, 2020, the City Council in compliance and to be consistent with the Governor’s Executive Orders and the County Orders, extended the effectiveness of the Declaration of Local Disaster until 11:59 p.m. May 31, 2020 and thereafter as any subsequent proclamation renews the Texas Governor’s disaster proclamation; and 477 WHEREAS, on May 5, 2020, the City Council in compliance and to be consistent with the Governor’s Executive Orders and the County Orders, extended the effectiveness of the Declaration of Local Disaster until 11:59 p.m. May 31, 2020; and WHEREAS, on May 29, 2020, the City Council in compliance with and to be consistent with the Governor’s Orders, extended the effectiveness of the Declaration of Local Disaster until 11:59 p.m. June 30, 2020; and WHEREAS, on June 3, 2020, Governor Abbott issued Executive Order GA-26, ordering that people should not be in groups larger than ten and should maintain a distance of six feet of social distancing from those not in their group, and still expressly preempting local ordinances, declarations, and orders in conflict with his orders; and WHEREAS, on June 23, 2020, Governor Abbott amended Executive Order GA-26, permitting county judges and mayors to place additional restrictions on outdoor gatherings estimated to consist of 100 people or more; and WHEREAS, on June 23, 2020, the City Council in compliance with and to be consistent with the Governor’s Orders, extended the effectiveness of the Declaration of Local Disaster until 11:59 p.m. August 31, 2020; and WHEREAS, Governor Abbott has indicated that local governments may require businesses to develop Health and Safety policies; and WHEREAS, on June 26, 2020, Governor Abbott issued Executive Order GA-28, ordering that certain businesses return to 50 percent of occupancy limits and prohibiting certain gatherings and visiting bars; and WHEREAS, on July 2, 2020, Governor Abbott issued Executive Order GA-29, ordering face coverings and providing for a penalty for violation of his order and amending Executive Order GA-28 allowing for penalties; and WHEREAS, also on July 2, 2020, Governor Abbott further amended Executive Order GA- 28 to limit gatherings to 10 people; and WHEREAS, the City Council finds that it is in the best interest of the citizens of the City of Denton to extended the Declaration of Local Disaster through September 2020 and to supersede and replace the SevenEighth Order of the Council of the City of Denton dated Julyne 286, 2020, confirming certain previous orders, and providing additional requirements and guidance; 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 are found and declared to be true and correct, and are incorporated herein by reference as if fully set out herein. SECTION 2. Pursuant to Section 418.108, Texas Government Code, and Section 9-27, City of Denton Code of Ordinances, Council confirms extends the effective period of Declaration 478 of Local Disaster executed by the Mayor on March 13, 2020 until 11:59 p.m. on August September 301, 2020 and shall be further extended to the same date as any proclamation by the Governor of the State of Texas renewing the original March 13, 2020 COVID-19 proclamation in the interest of public health and safety in an attempt to prevent the spread of COVID-19, unless further extended, revised, or terminated by law. SECTION 3. The Council hereby adopts the EighNinth Order of Council, dated July August 258, 2020, attached hereto as Exhibit “A.” SECTION 4. It is Council’s intent that this Ordinance and the Order of Council attached hereto supersede and replace the prior Orders of Council, passed March 17, 2020 through Ordinance 20-420, March 20, 2020 through Ordinance 20-740, April 6, 2020 through Ordinance 20-812, April 30 through Ordinance 20-873, May 5 through Ordinance 20-923, May 29 through Ordinance 20-980, June 23 through Ordinance 20-1199, and June 26 through Ordinance 20-1255, and July 28 through Ordinance 20-1423. To the extent those prior Orders conflict with the Order herein passed, they are repealed. SECTION 5. The City Council confirms the expenditure authority as further specified in Exhibit “A,” including the authority previously granted to the City Manager to execute an Amendment with the United Way of Denton County Inc. regarding funds previously budgeted for the Barriers Fund. SECTION 6. The motion to approve this Ordinance was made by _______________and seconded by _______________________; the Ordinance was passed and approved by the following vote [___ - ___]: Aye Nay Abstain Absent Chris Watts, Mayor: ______ ______ ______ ______ Gerard Hudspeth, District 1: ______ ______ ______ ______ Keely G. Briggs, District 2: ______ ______ ______ ______ Jesse Davis, District 3: ______ ______ ______ ______ John Ryan, District 4: ______ ______ ______ ______ Deb Armintor, At Large Place 5: ______ ______ ______ ______ Paul Meltzer, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the _________ day of ___________________, 2020. __________________________________ CHRIS WATTS, MAYOR ATTEST: 479 ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: __________________________________ 480 EXHIBIT A EIGHNINTH ORDER OF THE COUNCIL OF THE CITY OF DENTON DATE ISSUED: JULYAUGUST 258, 2020 Summary: The virus that causes 2019 Coronavirus Disease (COVID-19) is easily transmitted through person to person contact, especially in group settings, and it is essential that the spread of the virus be slowed to protect the ability of public and private health care providers to handle the influx of new patients and safeguard public health and safety. As the number of positive cases of COVID-19 continue to increase in the City of Denton, there is an immediate need to undertake the following measures described in this Order. This Order supersedes and replaces the SevenEighth Order of the City Council adopted on Tuesday, Julyne 268, 2020 (Ordinance No. 20-1423255). PURSUANT TO THE PRIOR DECLARATION EXTENDED BY COUNCIL ON JUNEAUGUST 253, 2020 AND THE AUTHORITY IN SECTION 9-22 OF THE DENTON CODE OF ORDINANCES AND SECTION 418.108 OF THE TEXAS GOVERNMENT CODE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDERS: 1. This Order pertaining to a Declaration of Local Disaster for Public Health Emergency, originally enacted by the Mayor on March 13, 2020 and extended by Council pursuant to ordinance, supersedes and replaces the prior Orders of the Mayor and of Council. The Order shall take effect at 11:59 p.m. on JulyAugust 258, 2020 and continue through 11:59 p.m. on AugustSeptember 301, 2020. 2. Effective as of 11:59 p.m. on JulyAugust 285, 2020: a. It is recommended that all individuals currently living within the City of Denton stay at home or their current place of residence. For the purposes of this Order, residences include hotels, motels, shared rentals, and similar facilities. To the extent individuals are using shared or outdoor spaces, they must at all times as reasonably as possible maintain social distancing of at least six feet from any other non-household member when they are outside their residence. b. All businesses operating within the City of Denton shall abide by the regulations set out in Gubernatorial Executive Order GA-28, signed by Governor Abbott on June 26, 2020, amended by proclamation on July 2, and as may be further amended. The restrictions and prohibitions of GA-28, as amended, are incorporated herein by reference as if set out fully herein. To the greatest extent possible, all business establishments shall comply with the Social Distancing Guidelines promulgated by the United States Centers for Disease Control and Prevention (CDC) and Texas Department of State Health Services (DSHS), including maintaining six-foot social distancing for both employees and the general public. c. All individuals shall comply with the requirements set out in Gubernatorial Executive Order GA-29, signed by Governor Abbott on July 2, 2020, and as may be further 481 Page 2 of 5 amended. The requirements of GA-29 are incorporated herein by reference as if set out fully herein. d. All elective medical, surgical, and dental procedures shall comply with the requirements of Gubernatorial Executive Order GA-19, as may be amended. 3. This Order authorizes the use of all lawfully available enforcement tools found in Denton City Code, Chapter 9 (Emergency Management), state laws and gubernatorial orders, or federal laws. 4. This Order continues the policy, established in the Seventh Order in accordance with City of Denton Code of Ordinances 2-28, granting the city manager authority to create standard operating procedures and administrative directives as necessary during the duration of the Declaration of Local Disaster associated with this Order, and any extensions thereof, to protect the safety of employees and the public, including adopting procedures and directives related to personnel, or to open, close, or otherwise alter the operation of facilities or services of the City of Denton. 5. Effective as of 11:59 p.m. on June 26, 2020: a. All commercial and non-profit entities in the City of Denton providing goods or services directly to the public are required to continue implementation of a health and safety policy (“Policy”) as established in the Seventh Order. i. The Policy must: a. Require, at a minimum, that all employees and visitors to the entity’s business premises or other facilities wear face coverings that cover the nose and mouth when in an area or while performing an activity that will necessarily involve close contact or proximity to co-workers or the public. If possible, a face shield is recommended to be worn in the event a face covering cannot be safely worn. However, the requirement of a face covering does not apply 1. If covering the nose and mouth poses a significant mental or physical health risk to the individual; and. 2. When an individual is consuming a food or beverage or receiving a service where the wearing of a face covering would impair the performance of the service. b. Be posted conspicuously at or near all entrances of any commercial or non- profit entity in the City of Denton in clear view of any employees or members of the public entering the business. ii. The Policy may: a. Allow individuals with an operational need to remove a face covering so long as such operational needs are specifically addressed in the Policy. 482 Page 3 of 5 b. Include the implementation of other mitigating measures designed to control and reduce the transmission of COVID-19 such as temperature checks or health screenings. b. In accordance with the GA-28, as amended on July 2, 2020, outdoor gatherings in excess of 10 people are prohibited unless specifically permitted by GA-28, authorized by the mayor, or otherwise permitted by subsequent Executive Order or amendment of GA-28. c. In all public areas not subject to paragraph 2c or 5a, all people 10 years or older are strongly urged to wear a face covering over their nose and mouth where it is difficult to keep six feet away from other people or working in areas that involve proximity with coworkers. The CDC advises face coverings for people 2 years or older. Face coverings may include homemade masks, scarves, bandanas, or a handkerchief. City of Denton residents should continue to maintain social distancing of at least six feet while outside their home. d. In accordance with city ordinance, violations of Paragraph 5.a. may be enforced by Denton police officers, building enforcement officers, zoning compliance officers, or community improvement services officers. 6. Pursuant to Section 9-22 of the Code of Ordinances, the following measures are also ordered continued as set forth herein: a. All City Committee, Commission, and Board meetings are suspended through the term of this order, with the following exceptions: i. The Planning and Zoning Commission shall meet no more than twice per month; ii. The Public Utilities Board shall meet no more than twice per month; iii. The Civil Service Commission shall meet as needed; and iv. Other boards and commissions shall meet as necessary and as resources allow, with priority given to boards and commissions that have time-sensitive items. b. City Council meetings shall be rescheduled as posted and may be conducted in accordance with alternate measures as permitted by law; c. Only electronic purchasing submissions shall be accepted; d. The City Manager or his designee is authorized to make application for local, state, and federal assistance as necessary and/or applicable; e. The City Manager or his designee is authorized to accept on behalf of the City services, gifts, grants, equipment, supplies, and/or materials whether from private, nonprofit, or government sources; f. The City Manager or his designee is authorized to terminate or suspend any event that is or may negatively impact the health, safety, and welfare of persons within the City; g. The City Manager is authorized to approve individual purchases and sign contracts up to $500,000.00 for general expenditures already budgeted or authorized by this Order; 483 Page 4 of 5 h. All City of Denton utility non-payment shut offs were suspended until 11:59 p.m. on June 30, 2020 and no penalties for non-payment of utilities under Ordinances 19-2140, 19-2136, 19-2137, 19-2138, or 18-1494 shall accrue during the time period between March 13, 2020 and July 31, 2020, but non-payment shut offs and penalties for non-payment of utilities may occur beginning August 1, 2020; i. The City Manager is given authority to expend those previously budgeted funds of up to $100,000.00 as funding to the United Way of Denton County to assist individuals and families living in the City of Denton, who have experienced income or job loss directly resulting from COVID-19, in eviction avoidance; j. The City Manager is authorized to expend no more than OneTwo Million One Hundred Fifty Thousand Dollars ($12,1050,000.00) total, including previously authorized funds, 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 authorized; k. The City Manager is authorized to expend no more than the previously authorized Fifty Thousand Dollars ($50,000.00) from the customer service fund reserve balance during this period to increase utility assistance funding for FY 2019-2020 to One Hundred Seventy- Five Thousand Dollars ($175,000.00); l. All non-essential in-person court proceedings in the Municipal Court No. 1 of the City of Denton are postponed. All such proceedings will be rescheduled following the term of this Order. Court proceedings that may be conducted remotely may be held at their scheduled time or rescheduled during the term of this order if such proceeding has already been postponed. No fine, penalty, or punishment shall issue against a party because of the postponement ordered herein or by prior Order of Council. Municipal Court No. 1 shall continue to hear all proceedings deemed essential by the state Office of Court Administration, including search and arrest warrant requests, arraignments, criminal magistration proceedings, and requests for temporary restraining orders All court proceedings in the Municipal Court No. 1 of the City of Denton shall comply with the guidance and requirements promulgated by the state Office of Court Administration. In- person proceedings will recommence as provided by the Office of Court Administration and approved by the Regional Judge; m. Due to increased demand for household products and groceries resulting from stock up buying and individuals who purchase for resale, retail suppliers shall use common sense rationing of household products and groceries that are in limited supply; n. For business establishments that have more than fifty-one percent (51%) of their gross receipts from the sale of alcoholic beverages, the City Manager is authorized to take the following actions: i. Temporarily extend City-issued food establishment permit expiration until July 31, 2020 without penalty for those set to expire prior to that date; 484 Page 5 of 5 ii. Prorate the City food establishment permit fees for the current year from twelve (12) months down to five (5) months; and iii. Where such an establishment has already paid its permit fee for twelve (12) months, reimburse said establishment an amount to reflect a prorated five (5) month rate; and o. The Parks and Recreation Reopening Plan (“Park Plan”) and Public Library Reopening Plan (“Library Plan”) previously adopted shall continue. 7. Copies of this Order shall be promptly provided to the City Secretary for filing and posting on the City’s website and in other conspicuous places. IT IS SO ORDERED PURSUANT TO ORDINANCE NO. ___________ _________________________________ Mayor Chris Watts City of Denton 485 ORDINANCE NO. ______________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME–RULE MUNICIPAL CORPORATION, EXTENDING THE EFFECTIVE PERIOD OF THE DECLARED STATE OF LOCAL DISASTER TO SEPTEMBER 30, 2020; SUPERSEDING AND REPLACING THE EIGHTH ORDER OF COUNCIL OF THE CITY OF DENTON ISSUED JULY 28, 2020 APPROVED BY ORDINANCE NO. 20-1423 TO PROVIDE ADDITIONAL REQUIREMENTS AND GUIDANCE; CONFIRMING THE EXPENDITURE OF FUNDS AND AUTHORIZING THE EXPENDITURE OF ADDITIONAL FUNDS; PROVIDING A REPEALER CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, 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; and WHEREAS, symptoms of COVID-19 include fever, coughing, and shortness of breath, and in some cases the virus has caused death; and WHEREAS, the number of known cases of COVID-19 diagnosed in the State of Texas is currently increasing daily; and WHEREAS, extraordinary measures must be taken to contain COVID-19 and prevent its spread throughout the City of Denton and Denton County, including the limitation of community gatherings and requiring individuals, groups of individuals, or property to be subject to additional measures that prevent or control the spread of disease; and WHEREAS, the State Office of Court Administration, in consultation with the Supreme Court, Court of Criminal Appeals, and Regional Judges, has provided guidance recommending postponement of all non-essential court proceedings, minimizing staff, and taking all other appropriate measures to prevent the spread of disease; and WHEREAS, the Mayor of the City of Denton determined that extraordinary measures must be taken by temporarily limiting the number of persons allowed to convene in a single location; temporarily closing City buildings, facilities, and limiting certain uses thereof; temporarily postponing all non-essential municipal court proceedings; providing resources to prevent eviction due to COVID-19 impact; and temporarily suspending all City utility shut-offs to residential customers; and WHEREAS, on March 13, 2020, the Mayor executed a “Declaration of Local Disaster for Public Health Emergency” and an “Order of the Mayor of the City of Denton” pursuant to the Declaration; and WHEREAS, finding it in the best interest of the citizens of Denton, on March 17, 2020, the City Council, through Ordinance No. 20-721, extended the Declaration of Emergency through April 30, 2020 and issued an Order of the Council of the City of Denton, attached thereto as Exhibit “C,” including the authorization to expend no more than Five Hundred Fifty Thousand Dollars 486 ($550,000.00) during this period to proceed with the necessary emergency responses and essential functions not already budgeted; and WHEREAS, City of Denton Code of Ordinances Section 9-54(b) provides for penalties for violation of proclamations of emergency and any rule, regulation, or order issued pursuant to such proclamation and Chapter 9 of the City of Denton Code of Ordinances; and WHEREAS, information about COVID-19 continues to evolve and measures must be taken to respond to the latest information available; and WHEREAS, following updated information on the spread of COVID-19, the City Council amended the Order of Council on March 20, 2020; and WHEREAS, as COVID-19 continued to spread throughout the City and County of Denton, the Mayor issued a Second Declaration of Local Disaster on March 24, 2020, and an “Order of the Mayor of the City of Denton” pursuant to the Second Declaration, extending measures in an attempt to slow the spread of the disease; and WHEREAS, Governor Greg Abbott issued Executive Order GA-14 on March 31, 2020, further limiting public gatherings and defining which “essential services” were to continue during the declared state-wide emergency; and WHEREAS, GA-14 expressly preempted local ordinances, declarations, and orders in conflict with it; and WHEREAS, in compliance and to be consistent with GA-14, the City Council passed a Second Order of Council on April 6, 2020, superseding and replacing the prior orders of Council; and WHEREAS, Governor Abbott issued Executive Order GA-16 on April 17, 2020, superseding GA-14, allowing retail stores to reopen under certain conditions and using certain procedures; and WHEREAS, on April 27, 2020, Governor Abbott issued Executive Order GA-18, further ordering that people minimize social gatherings and in-person contact with people not in the same household except where necessary to obtain essential or reopened services, and still expressly preempting local ordinances, declarations, and orders in conflict with his orders; and WHEREAS, on April 28, 2020, Denton County issued a new Disaster Declaration and Executive Order of the Denton County Commissioners Court, which extended the emergency declaration through May 15, 2020 and incorporated the provisions of GA-18 and the social distancing guidelines promulgated by the Centers for Disease Control; and WHEREAS, on April 30, 2020, the City Council in compliance and to be consistent with the Governor’s Executive Orders and the County Orders, extended the effectiveness of the Declaration of Local Disaster until 11:59 p.m. May 31, 2020 and thereafter as any subsequent proclamation renews the Texas Governor’s disaster proclamation; and 487 WHEREAS, on May 5, 2020, the City Council in compliance and to be consistent with the Governor’s Executive Orders and the County Orders, extended the effectiveness of the Declaration of Local Disaster until 11:59 p.m. May 31, 2020; and WHEREAS, on May 29, 2020, the City Council in compliance with and to be consistent with the Governor’s Orders, extended the effectiveness of the Declaration of Local Disaster until 11:59 p.m. June 30, 2020; and WHEREAS, on June 3, 2020, Governor Abbott issued Executive Order GA-26, ordering that people should not be in groups larger than ten and should maintain a distance of six feet of social distancing from those not in their group, and still expressly preempting local ordinances, declarations, and orders in conflict with his orders; and WHEREAS, on June 23, 2020, Governor Abbott amended Executive Order GA-26, permitting county judges and mayors to place additional restrictions on outdoor gatherings estimated to consist of 100 people or more; and WHEREAS, on June 23, 2020, the City Council in compliance with and to be consistent with the Governor’s Orders, extended the effectiveness of the Declaration of Local Disaster until 11:59 p.m. August 31, 2020; and WHEREAS, Governor Abbott has indicated that local governments may require businesses to develop Health and Safety policies; and WHEREAS, on June 26, 2020, Governor Abbott issued Executive Order GA-28, ordering that certain businesses return to 50 percent of occupancy limits and prohibiting certain gatherings and visiting bars; and WHEREAS, on July 2, 2020, Governor Abbott issued Executive Order GA-29, ordering face coverings and providing for a penalty for violation of his order and amending Executive Order GA-28 allowing for penalties; and WHEREAS, also on July 2, 2020, Governor Abbott further amended Executive Order GA- 28 to limit gatherings to 10 people; and WHEREAS, the City Council finds that it is in the best interest of the citizens of the City of Denton to extended the Declaration of Local Disaster through September 2020 and to supersede and replace the Eighth Order of the Council of the City of Denton dated July 28, 2020, confirming certain previous orders, and providing additional requirements and guidance; 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 are found and declared to be true and correct, and are incorporated herein by reference as if fully set out herein. SECTION 2. Pursuant to Section 418.108, Texas Government Code, and Section 9-27, City of Denton Code of Ordinances, Council extends the effective period of Declaration of Local 488 Disaster executed by the Mayor on March 13, 2020 until 11:59 p.m. on September 30, 2020 and shall be further extended to the same date as any proclamation by the Governor of the State of Texas renewing the original March 13, 2020 COVID-19 proclamation in the interest of public health and safety in an attempt to prevent the spread of COVID-19, unless further extended, revised, or terminated by law. SECTION 3. The Council hereby adopts the Ninth Order of Council, dated August 25, 2020, attached hereto as Exhibit “A.” SECTION 4. It is Council’s intent that this Ordinance and the Order of Council attached hereto supersede and replace the prior Orders of Council, passed March 17, 2020 through Ordinance 20-420, March 20, 2020 through Ordinance 20-740, April 6, 2020 through Ordinance 20-812, April 30 through Ordinance 20-873, May 5 through Ordinance 20-923, May 29 through Ordinance 20-980, June 23 through Ordinance 20-1199, June 26 through Ordinance 20-1255, and July 28 through Ordinance 20-1423. To the extent those prior Orders conflict with the Order herein passed, they are repealed. SECTION 5. The City Council confirms the expenditure authority as further specified in Exhibit “A,” including the authority previously granted to the City Manager to execute an Amendment with the United Way of Denton County Inc. regarding funds previously budgeted for the Barriers Fund. SECTION 6. The motion to approve this Ordinance was made by _______________and seconded by _______________________; the Ordinance was passed and approved by the following vote [___ - ___]: Aye Nay Abstain Absent Chris Watts, Mayor: ______ ______ ______ ______ Gerard Hudspeth, District 1: ______ ______ ______ ______ Keely G. Briggs, District 2: ______ ______ ______ ______ Jesse Davis, District 3: ______ ______ ______ ______ John Ryan, District 4: ______ ______ ______ ______ Deb Armintor, At Large Place 5: ______ ______ ______ ______ Paul Meltzer, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the _________ day of ___________________, 2020. __________________________________ CHRIS WATTS, MAYOR ATTEST: 489 ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: __________________________________ 490 EXHIBIT A NINTH ORDER OF THE COUNCIL OF THE CITY OF DENTON DATE ISSUED: AUGUST 25, 2020 Summary: The virus that causes 2019 Coronavirus Disease (COVID-19) is easily transmitted through person to person contact, especially in group settings, and it is essential that the spread of the virus be slowed to protect the ability of public and private health care providers to handle the influx of new patients and safeguard public health and safety. As the number of positive cases of COVID-19 continue to increase in the City of Denton, there is an immediate need to undertake the following measures described in this Order. This Order supersedes and replaces the Eighth Order of the City Council adopted on Tuesday, July 28, 2020 (Ordinance No. 20-1423). PURSUANT TO THE PRIOR DECLARATION EXTENDED BY COUNCIL ON AUGUST 25, 2020 AND THE AUTHORITY IN SECTION 9-22 OF THE DENTON CODE OF ORDINANCES AND SECTION 418.108 OF THE TEXAS GOVERNMENT CODE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDERS: 1. This Order pertaining to a Declaration of Local Disaster for Public Health Emergency, originally enacted by the Mayor on March 13, 2020 and extended by Council pursuant to ordinance, supersedes and replaces the prior Orders of the Mayor and of Council. The Order shall take effect at 11:59 p.m. on August 25, 2020 and continue through 11:59 p.m. on September 30, 2020. 2. Effective as of 11:59 p.m. on August 25, 2020: a. It is recommended that all individuals currently living within the City of Denton stay at home or their current place of residence. For the purposes of this Order, residences include hotels, motels, shared rentals, and similar facilities. To the extent individuals are using shared or outdoor spaces, they must at all times as reasonably as possible maintain social distancing of at least six feet from any other non-household member when they are outside their residence. b. All businesses operating within the City of Denton shall abide by the regulations set out in Gubernatorial Executive Order GA-28, signed by Governor Abbott on June 26, 2020, amended by proclamation on July 2, and as may be further amended. The restrictions and prohibitions of GA-28, as amended, are incorporated herein by reference as if set out fully herein. To the greatest extent possible, all business establishments shall comply with the Social Distancing Guidelines promulgated by the United States Centers for Disease Control and Prevention (CDC) and Texas Department of State Health Services (DSHS), including maintaining six-foot social distancing for both employees and the general public. c. All individuals shall comply with the requirements set out in Gubernatorial Executive Order GA-29, signed by Governor Abbott on July 2, 2020, and as may be further 491 Page 2 of 5 amended. The requirements of GA-29 are incorporated herein by reference as if set out fully herein. d. All elective medical, surgical, and dental procedures shall comply with the requirements of Gubernatorial Executive Order GA-19, as may be amended. 3. This Order authorizes the use of all lawfully available enforcement tools found in Denton City Code, Chapter 9 (Emergency Management), state laws and gubernatorial orders, or federal laws. 4. This Order continues the policy, established in the Seventh Order in accordance with City of Denton Code of Ordinances 2-28, granting the city manager authority to create standard operating procedures and administrative directives as necessary during the duration of the Declaration of Local Disaster associated with this Order, and any extensions thereof, to protect the safety of employees and the public, including adopting procedures and directives related to personnel, or to open, close, or otherwise alter the operation of facilities or services of the City of Denton. 5. Effective as of 11:59 p.m. on June 26, 2020: a. All commercial and non-profit entities in the City of Denton providing goods or services directly to the public are required to continue implementation of a health and safety policy (“Policy”) as established in the Seventh Order. i. The Policy must: a. Require, at a minimum, that all employees and visitors to the entity’s business premises or other facilities wear face coverings that cover the nose and mouth when in an area or while performing an activity that will necessarily involve close contact or proximity to co-workers or the public. If possible, a face shield is recommended to be worn in the event a face covering cannot be safely worn. However, the requirement of a face covering does not apply 1. If covering the nose and mouth poses a significant mental or physical health risk to the individual; and. 2. When an individual is consuming a food or beverage or receiving a service where the wearing of a face covering would impair the performance of the service. b. Be posted conspicuously at or near all entrances of any commercial or non- profit entity in the City of Denton in clear view of any employees or members of the public entering the business. ii. The Policy may: a. Allow individuals with an operational need to remove a face covering so long as such operational needs are specifically addressed in the Policy. 492 Page 3 of 5 b. Include the implementation of other mitigating measures designed to control and reduce the transmission of COVID-19 such as temperature checks or health screenings. b. In accordance with the GA-28, as amended on July 2, 2020, outdoor gatherings in excess of 10 people are prohibited unless specifically permitted by GA-28, authorized by the mayor, or otherwise permitted by subsequent Executive Order or amendment of GA-28. c. In all public areas not subject to paragraph 2c or 5a, all people 10 years or older are strongly urged to wear a face covering over their nose and mouth where it is difficult to keep six feet away from other people or working in areas that involve proximity with coworkers. The CDC advises face coverings for people 2 years or older. Face coverings may include homemade masks, scarves, bandanas, or a handkerchief. City of Denton residents should continue to maintain social distancing of at least six feet while outside their home. d. In accordance with city ordinance, violations of Paragraph 5.a. may be enforced by Denton police officers, building enforcement officers, zoning compliance officers, or community improvement services officers. 6. Pursuant to Section 9-22 of the Code of Ordinances, the following measures are also ordered continued as set forth herein: a. All City Committee, Commission, and Board meetings are suspended through the term of this order, with the following exceptions: i. The Planning and Zoning Commission shall meet no more than twice per month; ii. The Public Utilities Board shall meet no more than twice per month; iii. The Civil Service Commission shall meet as needed; and iv. Other boards and commissions shall meet as necessary and as resources allow, with priority given to boards and commissions that have time-sensitive items. b. City Council meetings shall be rescheduled as posted and may be conducted in accordance with alternate measures as permitted by law; c. Only electronic purchasing submissions shall be accepted; d. The City Manager or his designee is authorized to make application for local, state, and federal assistance as necessary and/or applicable; e. The City Manager or his designee is authorized to accept on behalf of the City services, gifts, grants, equipment, supplies, and/or materials whether from private, nonprofit, or government sources; f. The City Manager or his designee is authorized to terminate or suspend any event that is or may negatively impact the health, safety, and welfare of persons within the City; g. The City Manager is authorized to approve individual purchases and sign contracts up to $500,000.00 for general expenditures already budgeted or authorized by this Order; 493 Page 4 of 5 h. All City of Denton utility non-payment shut offs were suspended until 11:59 p.m. on June 30, 2020 and no penalties for non-payment of utilities under Ordinances 19-2140, 19-2136, 19-2137, 19-2138, or 18-1494 shall accrue during the time period between March 13, 2020 and July 31, 2020, but non-payment shut offs and penalties for non-payment of utilities may occur beginning August 1, 2020; i. The City Manager is given authority to expend those previously budgeted funds of up to $100,000.00 as funding to the United Way of Denton County to assist individuals and families living in the City of Denton, who have experienced income or job loss directly resulting from COVID-19, in eviction avoidance; j. The City Manager is authorized to expend no more than Two Million Fifty Thousand Dollars ($2,050,000.00) total, including previously authorized funds, 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 authorized; k. The City Manager is authorized to expend no more than the previously authorized Fifty Thousand Dollars ($50,000.00) from the customer service fund reserve balance during this period to increase utility assistance funding for FY 2019-2020 to One Hundred Seventy- Five Thousand Dollars ($175,000.00); l. All non-essential in-person court proceedings in the Municipal Court No. 1 of the City of Denton are postponed. All such proceedings will be rescheduled following the term of this Order. Court proceedings that may be conducted remotely may be held at their scheduled time or rescheduled during the term of this order if such proceeding has already been postponed. No fine, penalty, or punishment shall issue against a party because of the postponement ordered herein or by prior Order of Council. Municipal Court No. 1 shall continue to hear all proceedings deemed essential by the state Office of Court Administration, including search and arrest warrant requests, arraignments, criminal magistration proceedings, and requests for temporary restraining orders All court proceedings in the Municipal Court No. 1 of the City of Denton shall comply with the guidance and requirements promulgated by the state Office of Court Administration. In- person proceedings will recommence as provided by the Office of Court Administration and approved by the Regional Judge; m. Due to increased demand for household products and groceries resulting from stock up buying and individuals who purchase for resale, retail suppliers shall use common sense rationing of household products and groceries that are in limited supply; n. For business establishments that have more than fifty-one percent (51%) of their gross receipts from the sale of alcoholic beverages, the City Manager is authorized to take the following actions: i. Temporarily extend City-issued food establishment permit expiration until July 31, 2020 without penalty for those set to expire prior to that date; ii. Prorate the City food establishment permit fees for the current year from twelve (12) months down to five (5) months; and 494 Page 5 of 5 iii. Where such an establishment has already paid its permit fee for twelve (12) months, reimburse said establishment an amount to reflect a prorated five (5) month rate; and o. The Parks and Recreation Reopening Plan (“Park Plan”) and Public Library Reopening Plan (“Library Plan”) previously adopted shall continue. 7. Copies of this Order shall be promptly provided to the City Secretary for filing and posting on the City’s website and in other conspicuous places. IT IS SO ORDERED PURSUANT TO ORDINANCE NO. ___________ _________________________________ Mayor Chris Watts City of Denton 495 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-1678,Version:1 AGENDA CAPTION Consider nominations/appointments to the City’s Boards,Commissions,and Committees:Committee on Persons with Disabilities. City of Denton Printed on 8/21/2020Page 1 of 1 powered by Legistar™496 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office ACM: Sara Hensley DATE: August 25, 2020 SUBJECT Consider nominations/appointments to the City’s Boards, Commissions, and Committees: Committee on Persons with Disabilities. BACKGROUND On June 16, 2019, the 2019 Boards & Commissions Screening & Appointment Process was presented and discussed with the City Council. This item is the first step in appointing members for 2019 under the new process. Exhibit 2 includes those seats for the above-noted Boards, Commissions, and Committees for whom nominations have been received, nominees fully vetted and found to meet all necessary qualifications to serve on the respective board/commission/committee. As previously discussed, only those nominees who have been fully vetted and qualified will be presented for appointment. This is not a complete listing of nominees received to date as the vetting is still in progress for some or (re)nominations have not been received. EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Nominations Sheet Respectfully submitted: Rosa Rios City Secretary City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 497 BOARD/COMMITTEE/COMMISSION COUNCIL PLACE NOMINATING CCM MEMBER FIRST NAME MEMBER LAST NAME PRESENT TERM NEW TERM STATUS & QUALIFICATION OR PREFERENCE, IF ANY Committee on Persons with Disabilities 5 Armintor Sam Alphonse N/A UNEXPIRED September 1, 2019 through August 31, 2021 New BOARDS & COMMISSIONS - NOMINATIONS LIST August 25, 2020 498