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HomeMy WebLinkAbout2020-10-13 Agenda with BackupCity Council City of Denton Meeting Agenda City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Council Work Session Room12:00 PMTuesday, October 13, 2020 WORK SESSION BEGINS AT 12:00 P.M. IN THE COUNCIL WORK SESSION ROOM CITY COUNCIL CONSIDERATION OF THE CONSENT AGENDA AND ITEMS FOR INDIVIDUAL CONSIDERATION WILL BEGIN IMMEDIATELY FOLLOWING THE CLOSED MEETING 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 October 13, 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 October 9, 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 • 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. Page 1 Printed on 10/14/2020 1 October 13, 2020City Council Meeting Agenda • 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, October 13, 2020, at 12:00 p.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas at which the following items will be considered: WORK SESSION 1. Citizen Comments on Consent Agenda Items This section of the agenda allows citizens to speak on any item listed on the Consent Agenda prior to its consideration. Each speaker will be given a total of three (3) minutes to address any item(s). Any person who wishes to address the City Council regarding these items may do so by utilizing the "By Phone" registration process as referenced under the REGISTRATION GUIDELINES FOR ADDRESSING THE CITY COUNCIL detailed at the beginning of this agenda. Registration is required prior to the time the City Council considers this item. Registrants may call in and remain on hold or receive a call back at the time the Work Session is called to Order and are encouraged to ensure they remain accessible to accept the call. 2. Requests for clarification of agenda items listed on this agenda. 3. Work Session Reports Receive a report, hold a discussion, and give staff direction regarding an update to the City of Denton’s COVID-19 response. ID 20-1664A. Exhibit 1 - Agenda Information Sheet.pdf Exhibit 2 - Presentation.pdf Exhibit 3 - Governor Abbott Executive Order GA-32.pdf Attachments: Receive a report, hold a discussion, and give staff direction on a proposed Advisory Board to the Chief of Police following the ad-hoc Use-of-Force Committee recommendations and City Council discussion on October 5, 2020 on a proposed Advisory Board and its components, including whether the scope of the Board should be expanded, or create a Public Safety Community Relations Board, to include not only advising the Chief of Police on use of force situations and closely related topics but to provide input and advice to both the Chief of Police and Fire Chief on other issues such as community engagement and recruitment & hiring. ID 20-2084B. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Presentation Exhibit 3 - Revised Draft Ordinance Attachments: Receive a report, hold a discussion, and give staff direction regarding an overview of the previous February 25, 2020 Council work session, federal and state civil rights law, summary of a recent Supreme Court decision regarding employment matters, and research of comprehensive non-discrimination ordinances. ID 20-1470C. Page 2 Printed on 10/14/2020 2 October 13, 2020City Council Meeting Agenda Exhibit 1 - Agenda Information Sheet Exhibit 2 - Presentation Exhibit 3 - February 25, 2020 Work Session Materials Attachments: Receive a report, hold a discussion and give staff direction regarding the creation of a Sustainability Advisory Committee to advise City Council on implementation of Simply Sustainable -A Framework for Denton's Future. ID 20-1794D. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Comparison Summary Exhibit 3 - Presentation Attachments: Receive a report, hold a discussion, and give staff direction regarding the Stoke Denton Entrepreneur Center, the associated lease and sublease agreements, and the management agreement with Hickory & Rail Ventures, LLC. ID 20-1476E. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ord. 2015-300 Lease Agr. with Railyard Partners Exhibit 3 - Commencement Letter Exhibit 4 - Ord. 2017-371 Management & Sublease Agr. with HRV Exhibit 5 - Ord. 18-1846 Amendment to Management & Sublease Agr. with HRV Exhibit 6 - 2019 HRV/Stoke Annual Report Exhibit 7 - Proposal for Program Agreement from HRV Exhibit 8 - 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 items are listed below under the Closed Meeting section of this agenda. The City Council reserves the right to adjourn into a Closed Meeting on any item on its Open Meeting agenda consistent with Chapter 551 of the Texas Government Code, as amended, or as otherwise allowed by law. 1. Closed Meeting: Consultation with Attorneys - Under Texas Government Code Section 551.071. 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. ID 20-2015A. Page 3 Printed on 10/14/2020 3 October 13, 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. 2. 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 – L). 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 authorizing the City Manager, or his designee, to execute an Interlocal Agreement in the form of a Memorandum of Understanding with the Denton Independent School District (DISD), for reimbursement to the City in the estimated amount of $609,276 for compensation and benefits of student resource officers (SROs) assigned at DISD for the period of July 1, 2020, through June 30, 2021, and providing an effective date. ID 20-1918A. Exhibit 1 - AIS - 20-21 SRO Program Exhibit 2 - Ordinance & Agreement - SRO Program 20-21 Attachments: Consider adoption of an ordinance of the City of Denton, Texas, establishing classifications and positions in the Police Department; creating and abolishing certain positions; repealing ordinance No. 19-2943 relating to establishing the classifications and prescribing the number of positions in each classification for the Police Department; providing repealer, cumulative, and severability clauses; and declaring an effective date. ID 20-1919B. Exhibit 1 - AIS - FY20-21 Staffing Appropriation Exhibit 2 - Ordinance - FY20-21 Staffing Appropriation Attachments: Consider adoption of an ordinance of the City of Denton authorizing an Amended and Restated Sponsorship Agreement between the City of Denton and North Texas State Fair Association, Inc., for the purpose of the 2020 and 2021 North Texas Fair and ID 20-2056C. Page 4 Printed on 10/14/2020 4 October 13, 2020City Council Meeting Agenda Rodeo Kids Zone sponsorship; providing for the expenditure of funds; and providing for an effective date. Exhibit 1 Agenda Information Sheet Exhibit 2 Ordinance Exhibit 3 Ordinance 19-2415 Attachments: Consider adoption of an ordinance of the City of Denton authorizing the City Manager, or his designee, to accept the TexTreasures Grant #TXT-21007 for SFY 2021 (Federal Award Identification No. LS-246193-0LS-20) from the Texas State Library and Archives Commission through the Institute of Museum and Library Services in the amount of $24,820.00 for the period of September 1, 2020 through August 31, 2021; authorizing the City Manager to carry out all duties of the City pursuant to the grant; providing a savings clause; and providing an effective date. ID 20-1973D. Exhibit 1 - Agenda Information Sheet Exhibit 2 - TexTreasures Grant Ordinance and Agreement Attachments: Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a Professional Services Agreement with Peak Program Value, LLC, a Colorado Limited Liability Company, for program management services for the construction phase of the Public Safety Buildings (Police Headquarters, Police Substation, and Firing Range) and additional services for new or renovations of City buildings as set forth in the contract; providing for the expenditure of funds therefor; and providing an effective date (RFQ 7425 - Professional Services Agreement for Program Management Services awarded to Peak Program Value, LLC, for one (1) year, with the option for two (2) additional one (1) year extensions, in the total three (3) year term; approval of Task Order #1 for construction phase services for the Public Safety Buildings in a not to exceed amount of $696,074). ID 20-1995E. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Evaluation Sheet Exhibit 3 - LLC Members Exhibit 4 - Ordinance and Contract Attachments: Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, rejecting any and all competitive bids under IFB 7463 for Landscape & Grounds Maintenance; and providing an effective date (IFB 7463). ID 20-1996F. 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, or his designee, to execute a contract with GT Distributors, Inc., through the Buy Board Cooperative Purchasing Network Contract # 603-20, for the purchase of public safety equipment and supplies for the Denton Police and Fire Departments; providing for the expenditure of funds therefor; and providing an effective date (File 7479 - awarded to GT Distributors, Inc., in the not-to-exceed amount ID 20-1997G. Page 5 Printed on 10/14/2020 5 October 13, 2020City Council Meeting Agenda of $393,000). 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, or his designee, to execute a contract with BWI, Inc., through the Buy Board Cooperative Purchasing Network Contract # 611-20, for the acquisition of turf grass seeds, tools, and landscape supplies for the Parks and Recreation Department; providing for the expenditure of funds therefor; and providing an effective date (File 7496 - awarded to BWI, Inc., for one (1) year, with the option for two (2) additional one (1) year extensions, in the total three (3) year not-to-exceed amount of $75,000). ID 20-1998H. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Price List Exhibit 3 - Ordinance Attachments: Consider approval of a resolution of the Council of the City of Denton revising the City’s Harassment Prevention Policy; and providing an effective date. ID 20-1909I. Exhibit 1 - AIS - Harassment Prevention Policy Revisions Exhibit 2 - Resolution - Harassment Prevention Policy No. 108.10 Exhibit 3 - 108.10 Harassment Prevention Policy Revisions Attachments: Consider approval of the minutes of October 5, 2020.ID 20-2092J. Exhibit 1 - October 5, 2020 MinutesAttachments: Consider adoption of an ordinance of the City of Denton approving a Joint Election Agreement and Contract for election services with Denton County for joint election services for the Denton regular municipal election being held for the purpose of electing Council Members to Places 5 and 6 and electing a Mayor to Place 7 and a special municipal election for the purpose of filling a vacancy in Districts 1 and 2 for the unexpired term ending in May, 2021, to be held on November 3, 2020 within said City at a total estimated cost of $78,840.83; and providing an effective date. ID 20-2086K. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance, Contract & Exhibits Exhibit 3 – Cost Estimate Details Exhibit 4 – Ordinance 20-264 Ordering General Election for May 2, 2020 (Original Order) Exhibit 5 – Ordinance 20-741 Postponing General Election to November 3, 2020 Exhibit 6 – Ordinance 20-1694 Amending General Election Ordinance 20-741 (Early Voting Period) Exhibit 7 – Ordinance 20-265 Ordering Special Election for May 2, 2020 (Original Order) Exhibit 8 – Ordinance 20-742 Postponing Special Election to November 3, 2020 Exhibit 9 – Ordinance 20-1695 Amending Special Election Ordinance 20-742 (Early Voting Period) Attachments: Consider adoption of an ordinance of the City of Denton, Texas, delegating Historic Denton Inc. as a Third Party Administrator to apply for the Fiscal Year 2021 Certified ID 20-2087L. Page 6 Printed on 10/14/2020 6 October 13, 2020City Council Meeting Agenda Local Government Subgrant through the Texas Historical Commission for a Historical Survey of an area selected and approved by the Texas Historical Commission and for Nomination as a National Historic District; Authorize the Mayor and City Manager to sign the grant application on behalf of the City; and providing for an effective date. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Draft Ordinance Exhibit 3 - Ordinance 20-1928 Attachments: 3. ITEMS FOR INDIVIDUAL CONSIDERATION Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the approval of a second amendment to a Professional Services Agreement between the City of Denton and RPS Infrastructure, Inc., amending the contract approved by City Council on September 18, 2018, in the not-to-exceed amount of $2,031,479.50; amended by Amendment 1 approved by City Council; said second amendment to provide additional engineering and design services relating to the Bonnie Brae Phase 6 - University (US 380) to Loop 288 street improvement project; providing for the expenditure of funds therefor; and providing an effective date (File 6590-032 - providing for an additional second amendment expenditure amount not-to-exceed $340,609, with the total contract amount not-to-exceed $2,769,848.50). ID 20-1994A. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Original Ordinance and Contract Exhibit 3 - Ordinance and Amendment 1 Exhibit 4 - Ordinance and Amendment 2 Exhibit 5 - Presentation Attachments: Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a Professional Services Agreement with Burns & McDonnell, Inc., for the supply of a solid waste management strategy for the Solid Waste and Recycling Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 7281 - awarded to Burns & McDonnell, Inc., in the not-to-exceed amount of $155,250). ID 20-2009B. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Pricing Evaluation Exhibit 3 - Ordinance and Contract Exhibit 4 - Presentation Attachments: Consider adoption of an ordinance of the City of Denton prohibiting parking on Kimberly Drive between Morse Street and Karina Street; providing a repealer clause; providing a savings clause; providing for a penalty not to exceed $200 for violations of this ordinance; providing that violations of this ordinance shall be governed by Chapter 18 of the Code of Ordinances of the City of Denton; and providing for an effective date. ID 20-2039C. Page 7 Printed on 10/14/2020 7 October 13, 2020City Council Meeting Agenda Exhibit 1 - Agenda Information Sheet Exhibit 2 - Location map Exhibit 3 - Ordinance Attachments: 4. ITEMS FOR INDIVIDUAL CONSIDERATION – CONSIDERATION OF THE USE OF EMINENT DOMAIN TO CONDEMN REAL PROPERTY INTERESTS Consider adoption of an ordinance of the City of Denton determining the public use, need, and necessity for the acquisition of various (I) fee simple tracts, (II) temporary construction easements, and (III) a permanent drainage easement, generally located along North Bonnie Brae Street, south of U.S. Highway 77 (North Elm Street) and north of U.S. Highway 380 (University Drive), situated in the F. Batson Survey - Abstract No. 43, the N.H. Meisenheimer Survey - Abstract 810, the J. Collard Survey - Abstract No. 297, and the N. Wade Survey - Abstract 1407, all in the City and County of Denton, Texas, and more particularly described in the attached Exhibit “A” (collectively the “Property Interests”); authorizing the City Manager and City Attorney, or their respective designees, to acquire the Property Interests by agreement, if possible, including making initial and final offers required by law; authorizing the use of the power of eminent domain to condemn the property interests if agreement cannot be reached; authorizing the City Attorney, or his designee, to file eminent domain proceedings if necessary; authorizing the expenditure of funding; making findings; providing a savings clause; and providing an effective date. ID 20-2100A. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Location Map Exhibit 3 - Secretary of State Information Exhibit 4 - Ordinance 2012-073 (Relocation) Exhibit 5 - Recommended Motion Exhibit 6 - Ordinance Attachments: 5. CONCLUDING ITEMS A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City Council or the public with specific factual information or recitation of policy, or accept a proposal to place the matter on the agenda for an upcoming meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide reports about items of community interest regarding which no action will be taken, to include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; or an announcement involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. B. Possible Continuation of Closed Meeting topics, above posted. C E R T I F I C A T E Page 8 Printed on 10/14/2020 8 October 13, 2020City Council Meeting Agenda 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 9th day of October 2020 at 3:20 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 10/14/2020 9 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-1664,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 10/9/2020Page 1 of 1 powered by Legistar™10 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office CM/ DCM/ ACM: Todd Hileman DATE: Oct. 13, 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, August 18, August 25, and Sept. 15. OPTIONS N/A RECOMMENDATION N/A ESTIMATED SCHEDULE OF PROJECT N/A PRIOR ACTION/REVIEW (Council, Boards, Commissions) Sept. 15 - Council extended the Declaration of Disaster and Approved a Tenth Order (Ordinance #20- 1845) August 25 – Council approved a New Ninth Order (Ordinance #20-1597) 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 11 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 Exhibit 3 – Governor Abbott Executive Order GA-32 Respectfully submitted: Sarah Kuechler Chief of Staff 12 Work Session Update on COVID-19 Response Oct. 13, 2020 1ID#20-1664, Oct. 13, 2020 13 Background 2 •Staff provided updates on the City’s response to COVID-19 during 19 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, August 18, August 25, and Sept. 15 •Local Disaster Declaration and Order for Public Health Emergency in effect through December 31, 2020 •On September 22, Council extended the disaster declaration and approved a 10th Order (Ordinance #20-1845) ID#20-1664, Oct. 13, 2020 14 Overview of Updates 1.Intergovernmental Updates 2.City Facility and Program Updates •Library •Animal Shelter •Parks and Recreation 3.Housing and Utility Assistance 3ID#20-1664, Oct. 13, 2020 15 1. Intergovernmental Updates 4 16 Denton County Public Health •Dr. Matt Richardson with the DCPH will join briefly to provide a situational update on COVID-19 •Denton County COVID-19 Statistics Available at DentonCounty.gov/COVIDstats •Presentations to Denton County Commissioner’s Court on Tuesday mornings; videos are streamed live and archived here: DentonCounty.gov under Government Agendas, Minutes, and Videos 5ID#20-1664, Oct. 13, 2020 17 State Updates •GA-32 –supersedes GA-30 •Allows bars to open at 50% capacity •Must be in a low hospitalization area •County Judge must file requisite paperwork with TABC •Additional information: •All patrons must be seated for indoor in-person service •No occupancy limit for outdoor service; curbside still service permitted •Alcohol service must stop at 11:00 p.m. •Flexibility for sampling at wineries, breweries, or distilleries 6ID#20-1664, Oct. 13, 2020 18 Federal Updates •Federal COVID-19 Stimulus Package •President indicated negotiations would cease until after Nov. 3. •Negotiations had been ongoing while both houses are in recess •Currently no indication that a stimulus bill will pass before election •Future bill likely to allow additional spending flexibility, but no certainty if cities will receive direct funding 7ID#20-1664, Oct. 13, 2020 19 2. City Facility and Program Updates 8 20 Denton Public Library Reopening Plan * All services and timelines are subject to change pending CDC, state and local directives, and professional guidelines Phase 3: Limited Core Services Library facilities reopen with 50% capacity, limited services, and temporary hours Monday-Saturday 10 a.m.-5 p.m. •North Branch—Monday, October 5 •South Branch—Monday, October 19 •Access to meeting room for early voting October 13-18 •Emily Fowler Central Library—Early November 9ID#20-1664, Oct. 13, 2020 21 Denton Public Library Reopening Plan Phase 3: Limited Core Services ▪30-minute Grab & Go browsing and checkout ▪Access to library computers with social distancing ▪Access to limited laptop internet workstation tables with time limits ▪North Branch contactless drive-up hold pickup ▪Limited quick answer reference and computer assistance with social distancing ▪3D printing requests and pick-up ▪Pick up 2020 Summer Reading Challenge prize books ▪Interlibrary Loan services ▪Some areas unavailable: Study, meeting, and quiet rooms, MakerSpace, lounge seating or study tables, youth and teen interactive play activities Branches not yet open with Phase 3 services continue providing curbside hold pickup, appointments for computers and internet, virtual book-a-librarian services, and assistance via phone or e-mail. 10ID#20-1664, Oct. 13, 2020 22 Animal Services Re-opening 10-19 •Adoptions •Citizens will be able to access the building by using our Q-Less software. •No more than 10 people in the animal browsing areas to assist in maintaining social distancing. •Q-Less can be accessed by using an app, our webpage or through Petfinder & Facebook Links. •Intakes •Appointments will be made through Q-Less for animal surrenders, and reclaims. •Allow drop offs if citizens come to the door. •Volunteers •Allow our regular volunteers to participate on a scheduled basis. •3-5 volunteers scheduled between 2 shifts. •3 Community Service participates scheduled between 2 shifts. •DARC runners scheduled between 2 shifts. •Field Services •Running all calls of service with PPE being used during face to face interactions. 1123 Parks and Recreation –Current Operations Facilities & Leagues (Modified) •North Lakes Rec Center •MLK Jr. Rec Center •Natatorium •Driving Range & Tennis Center •Adult kickball, softball & volleyball •Youth flag football & volleyball Outdoor Spaces •Parks & Trails •Playgrounds •Dog Parks •Basketball & multipurpose courts •Athletics field rentals •Pavilions (no reservations) 12ID#20-1664, Oct. 13, 2020 24 Parks and Recreation –Scheduled Reopening Senior Programming •Restart Senior programs such as: •Indoor Small-Group Senior Enrichment (crafts, needlework, trivia) •Indoor Senior Fitness (SilverSneakers) •Outdoor Senior Activities (walking club, park cleanups, yard games) •Continue Senior outreach with Senior Conversation Hotline •Programs to be held at NLRC or MLK Jr. Rec Center until Senior Centers reopen. 13 Recreation Centers •Begin opening North Lakes Rec Center at 7 a.m. on Saturdays •“Treat to Trunk” event –Oct. 31 •Increase capacity in Group Ex classes •Increase number of general programs offered in-person •Will follow return to play plan and stay within current Governor’s guidelines October –December ID#20-1664, Oct. 13, 2020 25 Athletics -Outdoor •Per GA-30 no occupancy limit for recreational sports programs •Expanded attendance for outdoor sports programs •Tournaments for baseball, softball, tennis, etc… •Leagues such as flag football •Cross Country meets 14 Athletics -Indoor •Some contract sports instruction to be moved indoors (soccer, basketball, volleyball and homeschool PE) •Will follow return to play plan with regards to capacity limits and safety protocols October –December Parks and Recreation –Scheduled Reopening ID#20-1664, Oct. 13, 2020 26 BEES Group •Virtual Great American Cleanup volunteer party –Oct. 17 •Tree Giveaway –Oct. 24 •Drive-thru, social distanced •Virtual nature classes •Volunteer workdays at Denia wildflower garden & Clear Creek 15 October –December Parks and Recreation –Scheduled Reopening •Virtual Texas Arbor Day –Nov. 6 •Tree planting demo •Ceremonial tree planting •Ask the Urban Forester •Tree education •Tree-themed storytelling •Virtual DISD tours of Clear Creek Natural Heritage Center ID#20-1664, Oct. 13, 2020 27 Parks and Recreation –Future Re-openings Scheduled to open in Jan. •After School Action Sites •Denia Recreation Center •Modified hours or alternating hours with other recreation centers if needed •Senior Center •All with modifications 16 Other openings pending future Governor’s orders: •Natatorium phase III, more programs such as learn to swim •Pavilion rentals •Room and facility rentals •Special Events ID#20-1664, Oct. 13, 2020 28 Parks and Recreation –Future Re-openings Special Events •Mayoral approval request form •Procedure for approvals •Communication with large- scale community event organizers 17 Rentals •Taking bookings; no deposits •New rental packages •New COVID policies ID#20-1664, Oct. 13, 2020 29 Parks and Recreation –Request Direction Sports Programs •Per GA-30, No attendance limit for recreation programs •Expanded attendance for outdoor sports programs •Tournaments for baseball, softball, tennis, disc golf, etc… •Leagues such as flag football •Meets for Cross Country 18 Programming •After School Action Sites •Three locations •Decreased capacity •Additional safety precautions •Denia Recreation Center •Open Jan 4 with modified hours •Same COVID safety precautions as other rec centers •Capacity based on Governor's guidelines ID#20-1664, Oct. 13, 2020 30 Parks and Recreation –Request Direction 19 •Senior Center •Opening date January or TBD •Open with modified hours •Limited scheduling •Same COVID safety precautions as other rec centers •Capacity based on Governor's guidelines Senior Programming •Modified Senior Programs: •Programs to be held at NLRC or MLK Jr. Rec until Senior Centers reopen. •Indoor Small-Group Senior Enrichment (crafting, needlework, trivia, tech) •Indoor Senior Fitness (SilverSneakers) •Outdoor Senior Activities (walking club, park cleanups, yard games, etc) •Continue Senior outreach with Senior Conversation Hotline ID#20-1664, Oct. 13, 2020 31 3. Housing and Utility Assistance 20 32 Housing Assistance 21ID#20-1664, Oct. 13, 2020 33 Utility Assistance 22 •As of October 8, 2020: •Customers Assisted: 1106 •Total Assistance: $208,518.43 •Customers encouraged to call the City to discuss options and be connected to resources •940-349-8700 •Encouraging customers consider Pay As You Go where appropriate ID#20-1664, Oct. 13, 2020 34 Emergency Shelter •Alternative Shelter Arrangement •70 rooms at one hotel for individuals and 10 rooms at another hotel for families •Recommended to extend through the end of December; cost is included in the City’s COVID-19 CRF budget •Continued partnership with The Junction (newly combined organization of Monsignor King Outreach Center and Our Daily Bread) and Grace Like Rain for management of hotels and providing services and case managements to individuals •For the next two months, focus would be on individuals currently staying at the hotel and case management for housing solutions •Staff will be working closely with the partners for a post-December strategy and transition •MKOC Shelter at 300 Woodrow Lane •Open Monday, Tuesday, and Wednesday nights from 6:30 p.m. to 8:00 a.m. and inclement weather whenever possible using volunteers •Open at 1/3 of its capacity (32 beds) to accommodate safe distancing and other safety measures 23ID#20-1664, Oct. 13, 2020 35 Questions? 24ID#20-1664, Oct. 13, 2020 36 GOVERNOR October 7,2020 The Honorable Ruth R.Hughs Secretary of State State Capitol Room 1E.8 Austin,Texas 78701 Dear Secretary Hughs FILED IN THE OFFICE OF THESECRETARYOFSTATE O’CLOCK Pursuant to his powers as Governor of the State of Texas,Greg Abbott has issued the following: Executive Order No.GA-32 relating to the continued response to the COVID-1 9 disaster as Texas reopens. The original executive order is attached to this letter of transmittal. 8 GREG ABBOTT Clerk to the Governor Attachment POST OFFICE Box 12428 AUSTIN,TExAs 78711 512-463-2000 (VOICE)DIAL 7-1-1 FOR RELAY SERVICES 37 xrcufhir rbrr BY THE GOVERNOR OF THE STATE OF TEXAS Executive Department Austin,Texas October 7,2020 EXECUTIVE ORDER GA32 Relating to the continued response to the COVID-19 disaster as Texas reopens. WHEREAS,I,Greg Abbott,Governor of Texas,issued a disaster proclamation on March 13,2020,certifying under Section 418.014 of the Texas Government Code that the novel coronavirus (COVID-19)poses an imminent threat of disaster for all counties in the State of Texas;and WHEREAS,in each subsequent month effective through today,I have renewed the disaster declaration for all Texas counties;and WHEREAS,I have issued executive orders and suspensions of Texas laws in response to COVTD-l 9,aimed at protecting the health and safety of Texans and ensuring an effective response to this disaster;and WHEREAS,I issued Executive Order GA-Os on March 19,2020,mandating certain social-distancing restrictions for Texans in accordance with guidelines promulgated by President Donald I.Trump and the Centers for Disease Control and Prevention (CDC); and WHEREAS,I issued Executive Order GA-14 on March 31,2020,expanding the social- distancing restrictions for Texans based on guidance from health experts and the President;and WHEREAS,I subsequently issued Executive Orders GA-16,GA-iS,GA-21,GA-23,and GA-26 from April through early June 2020,aiming to achieve the least restrictive means of combatting the threat to public health by continuing certain social-distancing restrictions,while implementing a safe,strategic plan to reopen Texas;and WHEREAS,as Texas reopens in the midst of COVID-19,increased spread is to be expected,and the key to controlling the spread and keeping Texas residents safe is for all Texans to consistently follow good hygiene and social-distancing practices,especially those set forth in the minimum standard health protocols from the Texas Department of State Health Services (DSHS);and WHEREAS,in June 2020,Texas experienced substantial increases in COVID-19 cases and hospitalizations,necessitating targeted and temporary adjustments to the reopening plan to achieve the least restrictive means for reducing the growing spread of COVLD-19 and the resulting imminent threat to public health,and to avoid a need for more extreme measures;and WHEREAS,I therefore issued Executive Orders GA-28 and GA-29 in late June and early FILED IN THE OFFICE OF THE SECRETARY OF STATE Vl—O’CLOCK OCT 072020 38 Governor Greg Abbott Executive Order GA-32 October 7,2020 Page 2 July 2020,respectively,and amended Executive Order GA-28 by proclamation on July 2,2020;and WHEREAS,due to improved medical treatments for COVID-19 patients,substantial increases in testing,abundant supplies of personal protective equipment,and Texans’ adherence to safe practices like social distancing,hand sanitizing,and use of face coverings,the spread of COVID-19 and the number of new COVID-19 cases and hospitalizations have steadily and significantly declined since late July;and WHEREAS,1 therefore issued Executive Orders GA-3D and GA-3 1 on September 17, 2020,allowing additional reopening and non-essential medical surgeries and procedures in Texas,except in some areas with high hospitalizations as defined in those orders;and WHEREAS,as Texas continues to reopen,everyone must act safely,and to that end,this executive order and prior executive orders provide that all persons should follow the health protocols from DSHS,which whenever achieved will mean compliance with the minimum standards for safely reopening,but which should not be used to fault those who act in good faith but can only substantially comply with the standards in light of scarce resources and other extenuating COVD-19 circumstances;and WHEREAS,in the Texas Disaster Act of 1975,the legislature charged the governor with the responsibility “for meeting ...the dangers to the state and people presented by disasters”under Section 418.011 of the Texas Government Code,and expressly granted the governor broad authority to fulfill that responsibility;and WHEREAS,under Section 4 18.012,the “governor may issue executive orders hav[ing]the force and effect of law;”and WHEREAS,failure to comply with any executive order issued during the COVID-19 disaster is an offense punishable under Section 418.173 by a fine not to exceed $1,000, and may be subject to regulatory enforcement; NOW,THEREFORE,I,Greg Abbott,Governor of Texas,by virtue of the power and authority vested in me by the Constitution and laws of the State of Texas,and in accordance with guidance from the Commissioner of the Texas Department of State Health Services,Dr.John Hellerstedt,other medical advisors,the White House,and the CDC,do hereby order the following on a statewide basis effective at 12:01 a.m.on October 14,2020: Every business establishment in Texas shall operate at no more than 75 percent of the total listed occupancy of the establishment;provided,however,that: 1.There is no occupancy limit for the following: a.any services listed by the U.S.Department of Homeland Security’s Cybersecurity and Infrastructure Security Agency (CISA)in its Guidance on the Essential Critical Infrastructure Workforce,Version 4.0 or any subsequent version; b.religious services,including those conducted in churches,congregations,and houses of worship; c.local government operations,including county and municipal governmental operations relating to licensing (including marriage licenses),permitting, recordation,and document-filing services,as determined by the local government; FILED IN THE OFFiCE OF THESECRETARYOFSTATE -3 er-_O’CLOCK OCT 072020 39 Governor Greg Abbott Executive Order GA-32 October 7,2020 Page 3 d.child-care services; e.youth camps,including but not limited to those defined as such under Chapter 14 of the Texas Health and Safety Code,and including all summer camps and other daytime and overnight camps for youths; f.recreational sports programs for youths and adults; g.any public or private schools,and any public or private institutions of higher education,not already covered above; h.drive-in concerts,movies,or similar events,under guidelines that facilitate appropriate social distancing,that generally require spectators to remain in their vehicles,and that minimize in-person contact between people who are not in the same household or vehicle;and i.the following establishments that operate with at least six feet of social distancing between work stations:cosmetology salons,hair salons,barber shops,nail salons/shops,and other establishments where licensed cosmetologists or barbers practice their trade;massage establishments and other facilities where licensed massage therapists or other persons licensed or otherwise authorized to practice under Chapter 455 of the Texas Occupations Code practice their trade;and other personal-care and beauty services such as tanning salons,tattoo studios,piercing studios,hair removal services,and hair loss treatment and growth services. 2.In areas with high hospitalizations as defined below,any business establishment that otherwise would have a 75 percent occupancy or operating limit may operate at up to only 50 percent.This paragraph does not apply,however,to business establishments located in a county that has filed with DSHS,and is in compliance with,the requisite attestation form promulgated by DSHS regarding minimal cases of COVTD-19. “Areas with high hospitalizations”means any Trauma Service Area that has had seven consecutive days in which the number of COVID-19 hospitalized patients as a percentage of total hospital capacity exceeds 15 percent,until such time as the Trauma Service Area has seven consecutive days in which the number of COVID-19 hospitalized patients as a percentage of total hospital capacity is 15 percent or less.A current list of areas with high hospitalizations will be maintained at www.dshs.texas.gov/ga303 1. 3.Except as provided below by paragraph No.5,there is no occupancy limit for outdoor areas,events,and establishments,with the exception of the following outdoor areas,events,or establishments that may operate at no more than 75 or 50 percent,as applicable,of the normal operating limits as determined by the owner: a.amusement parks; b.water parks; c.swimming pools; d.museums and libraries;and e.zoos,aquariums,natural caverns,and similar facilities. 4.All indoor and outdoor professional,collegiate,and similar sporting events, including rodeos and equestrian events,shall remain limited to 50 percent of the normal operating limits as determined by the owner. 5.For any outdoor gathering in excess of 10 people,including rafting,tubing,and related services,other than those set forth above in paragraph Nos.1,3,or 4,the gathering is prohibited unless the mayor of the city in which the gathering is held,or the county judge in the case of a gathering in an unincorporated area,approves of the gathering,and such approval can be made subject to certain conditions or restrictions not inconsistent with this executive order. FILED IN THE OFCE C SECRETARY OF STAlE -rr’-O’CLOCK OCT 0?2020 40 Governor Greg Abbott Executive Order GA-32 October 7,2020 Page 4 6.Restaurants that have less than 5 1 percent of their gross receipts from the sale of alcoholic beverages,and whose customers eat or drink only while seated,may offer dine-in services. 7.Bars or similar establishments that hold a permit from the Texas Alcoholic Beverage Commission (TABC),and are not restaurants as defined above in paragraph No.6,may offer on-premises services only as described by this paragraph.A bar or similar establishment may offer on-premises services at up to 50 percent of the total listed occupancy of the establishment tf a.the bar or similar establishment is not in an area with high hospitalizations as defined above,and the county judge of the county in which the bar or similar establishment is located files the requisite form with TABC;or b.the bar or similar establishment is in an area with high hospitalizations as defined above,but is located in a county that has filed with DSHS,and is in compliance with,the requisite attestation form promulgated by DSHS regarding minimal cases of COVID-19,and the county judge of the county in which the bar or similar establishment is located also files the requisite form with TABC. Patrons at bars or similar establishments operating under this paragraph may eat or drink only while seated,except that in an establishment that holds a permit from TABC as a brewer,distiller/rectifier,or winery,customers may sample beverages while standing so long as they are in a group of six people or fewer and there is at least six feet of social distancing or engineering controls,such as partitions, between groups. Where applicable,this 50 percent occupancy limit applies only indoors;the limit does not apply to outdoor areas,events,or establishments,although social distancing and other protocols must be followed. People shall not visit bars or similar establishments that are located in counties not included in parts (a)or (b)above.A current list of all counties reopening under this paragraph will be maintained on TABC’s website. The use by bars or similar establishments of drive-thru,pickup,or delivery options for food and drinks remains allowed to the extent authorized by TABC. 8.For purposes of this executive order,facilities with retractable roofs are considered indoor facilities,whether the roof is opened or closed. 9.Staff members are not included in determining operating levels,except for manufacturing services and office workers. 10.Except as provided in this executive order or in the minimum standard health protocols recommended by DSHS,found at www.dshs.texas.gov/coronavirus, people shall not be in groups larger than 10 and shall maintain six feet of social distancing from those not in their group. 11.People over the age of 65 are strongly encouraged to stay at home as much as possible;to maintain appropriate distance from any member of the household who has been out of the residence in the previous 14 days;and,if leaving the home,to implement social distancing and to practice good hygiene,environmental cleanliness,and sanitation. 12.In providing or obtaining services,every person (including individuals,businesses, and other legal entities)should use good-faith efforts and available resources to follow the minimum standard health protocols recommended by DSHS. 13.Nothing in this executive order or the DSHS minimum standards precludes requiring a customer to follow additional hygiene measures when obtaining FILED IN THE OFFICE OF THESECRETARYOFSTATE -3-’k-,O’CLOCK Ocr 0?2020 41 Governor Greg Abbott Executive Order GA-32 October 7,2020 Page 5 services. 14.People may visit nursing homes,state supported living centers,assisted living facilities,or long-term care facilities as determined through guidance from the Texas Health and Human Services Commission (HHSC).Nursing homes,state supported living centers,assisted living facilities,and long-term care facilities should follow infection control policies and practices set forth by HHSC,including minimizing the movement of staff between facilities whenever possible. 15.Public schools may operate as provided by,and under the minimum standard health protocols found in,guidance issued by the Texas Education Agency (TEA).Private schools and institutions of higher education are encouraged to establish similar standards. Notwithstanding anything herein to the contrary,the governor may by proclamation add to the list of establishments or venues that people shall not visit. This executive order shall supersede any conflicting order issued by local officials in response to the COVID-19 disaster,but only to the extent that such a local order restricts services allowed by this executive order,allows gatherings prohibited by this executive order,or expands the list or scope of services as set forth in this executive order. Pursuant to Section 418.016(a)of the Texas Government Code,I hereby suspend Sections 418.1015(b)and 418.108 of the Texas Government Code,Chapter 81, Subchapter E of the Texas Health and Safety Code,and any other relevant statutes,to the extent necessary to ensure that local officials do not impose restrictions in response to the COVID-19 disaster that are inconsistent with this executive order,provided that local officials may enforce this executive order as well as local restrictions that are consistent with this executive order. All existing state executive orders relating to COVID-19 are amended to eliminate confinement in jail as an available penalty for violating the executive orders.To the extent any order issued by local officials in response to the COVID-19 disaster would allow confinement in jail as an available penalty for violating a COVID-19-related order, that order allowing confinement in jail is superseded,and I hereby suspend all relevant laws to the extent necessary to ensure that local officials do not confine people in jail for violating any executive order or local order issued in response to the COVID-19 disaster. This executive order supersedes Executive Order GA-30,but does not supersede Executive Orders GA-lU,GA-13,GA-17,GA-24,GA-25,GA-29,or GA-31.This executive order shall remain in effect and in full force unless it is modified,amended, rescinded,or superseded by the governor.This executive order may also be amended by proclamation of the governor. Given under my hand this the 7th day of October,2020. FILED tN THE OFFICE OF THESECRETARYOFSTATE 1’OCLOCK ocr 0?2020 GREG Governor 42 Governor Greg Abbott Executive Order GA-32 October 7,2020 Page 6 ATTEST BY: UTH R.HUGHS Secretary of State FILED IN THE OFFICE OF THE SECRETARY OF STATE -v1-O’CLOCK OCT 0?2020 43 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-2084,Version:1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction on a proposed Advisory Board to the Chief of Police following the ad-hoc Use-of-Force Committee recommendations and City Council discussion on October 5, 2020 on a proposed Advisory Board and its components, including whether the scope of the Board should be expanded, or create a Public Safety Community Relations Board, to include not only advising the Chief of Police on use of force situations and closely related topics but to provide input and advice to both the Chief of Police and Fire Chief on other issues such as community engagement and recruitment & hiring. City of Denton Printed on 10/9/2020Page 1 of 1 powered by Legistar™44 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office CM/ DCM/ ACM: Todd Hileman DATE: Oct. 13, 2020 SUBJECT Receive a report, hold a discussion, and give staff direction on a proposed Advisory Board to the Chief of Police following the ad-hoc Use-of-Force Committee recommendations and City Council discussion on October 5, 2020 on a proposed Advisory Board and its components, including whether the scope of the Board should be expanded, or create a Public Safety Community Relations Board, to include not only advising the Chief of Police on use of force situations and closely related topics but to provide input and advice to both the Chief of Police and Fire Chief on other issues such as community engagement and recruitment & hiring. BACKGROUND On Tuesday, June 9, 2020, the Denton City Council approved Resolution 2020-1110 supporting Mayor Watts’ formation of an ad hoc committee to review police use-of-force policies. The committee was charged to gather and review information, develop a report of findings, and make recommendations on police use of force policies and practices to the Mayor and City Council by September 15, 2020. The Committee held 10 meetings and concluded its work on September 24, 2020 approving a final report and recommendations to deliver to City Council for consideration. The report includes background information on the formation of the Committee, an overview of the Committee’s work, a summary of topics and information reviewed by the Committee regarding the Denton Police Department and use-of-force, and the findings and recommendations from the Committee. DISCUSSION The Committee’s findings and recommendations were presented to City Council during the October 5, 2020 Council luncheon meeting. During this presentation, staff reviewed the Committee’s recommendation to create an Advisory Board to the Chief of Police. Staff also included in the back-up material a draft ordinance to create an Advisory Board should Council want to discuss and consider moving forward with the Committee’s recommendation. City Council discussed the draft ordinance on October 5, including discussion on the make-up of the Board, if the Board should be subject to the Texas Open Meetings Act (TOMA), if there should be a waiting period for prior Council Members to serve on the Board, a discussion regarding the confidentiality of information and requirements of Board members, and whether the scope of the Board should be expanded, or perhaps even create a Public Safety Community Relations Board, to include not only advising the Chief of Police on use of force situations and closely related topics but to provide input and advice to both the Chief of Police and Fire Chief on other issues such as community engagement and recruitment & hiring. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 45 Based upon the Council discussion, staff have revised the draft ordinance with the sections highlighted in yellow in Exhibit 3 for further Council discussion and consideration. Staff plans to walk through these highlighted areas in a work session presentation and seek Council’s direction. Any edits would plan to be incorporated into an ordinance for Individual Consideration during the Oct. 20 City Council meeting. EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Presentation Exhibit 3 – Revised Draft Ordinance Respectfully submitted: Frank Dixon Chief of Police Michael Cronig Deputy City Attorney Sarah Kuechler Chief of Staff 46 City Council Work SessionChief of Police Advisory Board OrdinanceOctober 13, 2020Presented by Deputy City Attorney Michael L. Cronig147 ISSUE # 1: BOARD COMPOSITION OptionA:10 Voting Members:(A) Seven (7) Citizens, one appointed by each Council Member(B) Three (3) members appointed by the City Manager:a. One officer of the DEPARTMENT at the rank ofAssistant Chief or belowb. One member from the Denton Police OfficersAssociationc. One member from the City Manager’s Office.Option B:11 Voting Members, up to 5 Non-Voting Members:(A) Seven (7) Citizens, one appointed by each Council Member(B) Four (4) members appointed by the City Manager:a. One officer of the DEPARTMENT at the rank ofAssistant Chief or belowb. One member from the Denton Police OfficersAssociationc. One member from the Denton Municipal PoliceAssociationd. One member from the City Manager’s Office.(C) Up to five (5) non-voting members appointed by the Chief from organizations such asthe University of North Texas. Texas Woman’s University, and Denton Independent SchoolDistrict.248 ISSUE # 2: PRIOR SERVICE WITH THE CITYOption A:Former City employees, elected officials, and members ofa City Board, Commission, or Committee, can be appointed to theBoard by a sitting Council member without any period ofdisqualification.Option B:Former City Officials (elected officials, employeesappointed by Council, employees appointed by the City Manager, orcitizens appointed to a Board, Commission or Committee by Council)are disqualified from appointment to the Board for two years fromdate of separation with the City.349 ISSUE # 3: PURPOSE AND SCOPE OF THE BOARDOption A:• Advisory Board to the Police Chief• Scope is limited to Response to Resistance/Use of Force, Biased-Based Policing, and other issues directly related to those topics.Option B (as proposed by Council Member Meltzer last week):• Public Safety Community Relations Board• Purpose is to also focus on building community relations withpublic safety; scope of Board is broadened to include providingfeedback and advice to both Police and Fire on other issues suchas community engagement and recruitment & hiring.450 ISSUE # 4: TEXAS OPEN MEETINGS ACT Option A:Exempt this Board from City Code Section 2-29 whichstates City Boards, Commissions and Committees are subject tothe Texas Open Meetings Act.Option B:Make City Code Section 2-29 applicable to this Board.551 ISSUE # 5: CONFIDENTIALITYOptionA:No confidentiality agreement necessary to serveOption B:ConfidentialityAgreement Required(1)To serve Board members must sign a confidentiality agreement tonot disclose confidential information a member is privy to byvirtue of their appointment to the Board to anyone other than otherBoard members or other authorized members involved in theAdvisory Board process.(2)A violation is cause for removal from the Board and possiblecriminal prosecution.652 1 ORDINANCE NO. _______________ AN ORDINANCE OF THE CITY OF DENTON AMENDING CHAPTER 23 OF THE CITY CODE – POLICE - TO ADD ARTICLE VI, SECTION 23-177, CREATING THE DENTON POLICE DEPARTMENT CHIEF OF POLICE ADVISORY BOARD AND PROVIDING AN EFFECTIVE DATE. WHEREAS, a high level of public trust in the Denton Police Department (DPD) is crucial to public safety and the wellbeing of residents of Denton; as well as to the effective operations of DPD; and WHEREAS, the United States experiences thousands of police use-of-force incidents annually, resulting in death and injury to both officers and citizens; and WHEREAS, the City of Denton cherishes the safety of its residents and understands that effective policing must recognize the humanity and dignity of every person and strive to continually address issues of equity in its policies and practices; and WHEREAS, members of the City of Denton community have led demonstrations and protests to express their concern that the use-of-force by police on persons of color across the United States has been committed in a discriminatory and disproportionate manner that has resulted in injury or death, and the desire to have such policies and practices of the Denton Police Department reviewed; and WHEREAS, by Resolution No. 20-1110, approved by the City Council on June 25, 2020, the Mayor and City Council of the City of Denton supported the Mayor’s pledge to: 1) Review police use-of-force policies; 2) Engaging the community by including a diverse range of input, experiences, and stories in the review; 3) Reporting the findings of the review to the community and seeking feedback; and 4) Reforming our community’s police use-of-force policies; and WHEREAS, the Mayor and City Council created the Mayor’s Ad-Hoc Use of Force Committee to review, gather community input, and establish clear findings, conclusions and achievable recommendations that promote the use of best practices in the use-of-force policies and training for the Denton Police Department; and WHEREAS, the Ad-Hoc Use of Force Committee met on ten occasions between June 25, 2020 and September 24, 2020, including two public input sessions, and submitted its findings, conclusions, and recommendations to the Mayor and City Council in a report dated October 5, 2020, attached hereto as Exhibit “A;” and WHEREAS, the Ad-Hoc Use of Force Committee recommended that Civilian participation with the Denton Police Department was warranted and recommended the creation of a Chief of Police Advisory Board. 53 2 NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1: The findings and recitations contained in the preamble of this Ordinance are incorporated herein by reference. SECTION 2: Although there is no finding that the Denton Police Department has used force or engaged in policing against persons of color in a discriminatory and disproportionate manner, the City Council finds that an advisory function within the Denton Police Department in the form of a Chief of Police Advisory Board enhances public trust, transparency, and accountability. SECTION 3: Chapter 23 of the City of Denton Code of Ordinances – Police - is amended to add Article VI, Section 23-177, creating the Denton Police Department Chief of Police Advisory Board. SECTION 4: Chapter 23 is amended to add Article VI, Section 23-177 to read: ARTICLE VI: DENTON POLICE DEPARTMENT CHIEF OF POLICE ADVISORY BOARD §23-177-1 DEFINTIONS (A) In this Chapter: (1) BOARD means the Denton Police Department Chief of Police Advisory Board. (2) CITY COUNCIL means the Governing Body of the City of Denton consisting of the Mayor and six (6) Council Members. (3) CITY OFFICIAL means City Council Members, Department Heads (those appointed by the City Council - City Manager, City Attorney, City Auditor, Municipal Court Judge, as well as those appointed by the City Manager, such as the Fire Chief and Chief of Police), or a member of a City Board, Commission, or Committee. (4) CONFIDENTIAL INFORMATION means any written information that could or must be excepted from disclosure pursuant to the Texas Public Information Act, if such disclosure has not been authorized; or any non-written information which, if it were written, could be excepted from disclosure under the Act, unless disclosure has been authorized by the City Council or City Manager. This includes information that is made confidential by state law, federal law, or common law privacy. When reviewing confidential information, the Police Department shall place identifying marks on any confidential information. 54 3 (5) DEPARTMENT means the Denton Police Department. (6) RESPONSE TO RESISTANCE is the Denton Police Department’s terminology for a use of force to more accurately describe when an officer is authorized to use force. This term includes but is not limited to the use of deadly force and electronic control devices such as a TASER. §23-177-2 CHIEF OF POLICE ADVISORY BOARD The BOARD is an administrative body of the Denton Police Department. §23-177-3 PURPOSE The purpose of the BOARD is to provide feedback, advice, and recommendations to the Police Chief on the following matters concerning the Denton Police Department: (1) Response to Resistance/Use of Force policy and training, including emphasis on understanding and de-escalating situations. (2) Biased-Based Policing/Racial Profiling policy and training. (3) Sustained complaints involving a Response to Resistance/Use of Force and Biased-Based Policing/Racial Profiling. (4) Review data and trends for Response to Resistance/Use of Force and Biased- Based Policing/Racial Profiling. (5) Mental Health, Diversity, and Inclusion of all segments of the community, including persons with physical or intellectual disabilities, and LGBTQ individuals. (6) Training of Denton Police officers, particularly the areas in Parts 1, 2 and 5. (7) Mental Health and Wellness of Police Officers in general, not of a specific individual officer. (8) Policy review and development. (9) Community Engagement, Open Communication, Transparency, and Accountability. (10) Any other matter that the Police Chief seeks the BOARD’s input. §23-177-4 ACCESS TO POLICE DEPARTMENT RECORDS (A) The Chief of Police has the authority and discretion to allow BOARD member access to Police Department records necessary for the BOARD to carry out its stated purpose. This does not include information that is made confidential by Texas Local Government Code Chapter 143.089(g) unless such access is granted by a legislative change to Chapter 143.089(g) or through the Meet and Confer Process. (B) The Chief of Police shall support the mission of the BOARD and provide it with the resources necessary to carry out its stated purpose, including a designated liaison. (C) If requested by the BOARD, the Chief of Police shall provide Technical Advisors 55 4 related to the issue being discussed. (D) The City of Denton City Attorney’s Office shall provide legal advice to the Board as needed. §23-177-5 COMPOSITION The BOARD shall be comprised of eleven (11) individuals selected as follows: (A) Seven (7) Citizen Members: Each member of the City Council shall appoint a member to the BOARD. (B) The remaining members shall be appointed by the City Manager as follows: a. One officer of the DEPARTMENT at the rank of Assistant Chief or below. b. One member from the Denton Police Officers Association. c. One member from the Denton Municipal Police Association. d. One member from the City Manager’s Office. (C) The Chief of Police may, at his discretion, appoint up to five (5) non-voting members from other organizations, such as the University of North Texas. Texas Woman’s University, and Denton Independent School District. A non-voting member may be removed by the Chief of Police without cause. (D) To the extent possible, it is the Council’s desire that the citizen membership of the BOARD reflect the diversity of the Denton community. (E) The BOARD shall select a chairperson. (F) BOARD members shall serve two-year terms. (G) BOARD members shall serve no more than three consecutive terms. (H) Citizen BOARD members shall not be compensated for their service. §23-177-6 QUALFICATIONS TO SERVE Citizens appointed to the BOARD must meet the following qualifications: (1) Be a resident of the City of Denton. (2) Be at least 18 years of age. (3) Not currently be an employee of the City of Denton or hold an elected office for the City of Denton. (4) Cannot have served as a CITY OFFICIAL for two years prior to his/her date of appointment to the BOARD. (5) Not currently employed by or a retired employee of a law enforcement agency (local, county, state, tribal, or federal) or have an immediate family member currently employed by a law enforcement agency. (6) Have no pending litigation against the City of Denton or any of its employees, or any financial interest in pending litigation against the City. (7) Have no felony convictions or pending felony indictment. (8) Have no convictions for Class A or B misdemeanor within the past five (5) years or charges pending in any court. (9) Must sign a confidentiality agreement to not disclose CONFIDENTIAL INFORMATION the BOARD member is privy to by virtue of their appointment to 56 5 the BOARD to anyone other than other BOARD members or authorized persons involved in the Advisory Board process. A violation of this confidentiality agreement is cause for removal from the BOARD and possible criminal prosecution. (10) Must attend required training and meetings of the BOARD, either in person or through electronic medium. (a) The Police Chief shall determine the training curriculum required for BOARD members to serve, which may include attending the Citizen Police Academy. §23-177-7 REMOVAL (A) Pursuant to Article XIV, Section 14.16 of the City of Denton Charter, citizens appointed to the BOARD by the Council shall serve at the pleasure of the Council. Members of the BOARD may be removed by the Council only for cause and only after being given notice by the Council. (1) If a BOARD member resigns, is removed, or is disqualified, the City Manager shall request another appointee from the Council Member who made the initial appointment. The entire City Council shall approve or disapprove of the new appointment. (2) There is no appeal process or administrative hearing for a BOARD member that is removed by the Council. (B) Members of the BOARD that are appointed by the City Manager pursuant to §23- 177-5(B)(a-c) are not subject to Council approval and are subject to removal by the City Manager for cause and only after being given notice by the Manager. (1) If a BOARD member resigns, is removed, or is disqualified, the City Manager shall appoint a new member. (2) If the member that resigns, is removed, or is disqualified is a member of the Denton Police Officers Association or Denton Municipal Police Association, the City Manager shall request the Association(s) to nominate a replacement(s). (3) There is no appeal process or administrative hearing for a BOARD member that is removed by the City Manager. (C) Pursuant to the City of Denton Code of Ordinances, Article III, §2-63, should a BOARD member cease to meet the qualifications prescribed in §23-177-6, if applicable, or should such member be convicted of a felony during their term of service, such failure or conviction, as the case may be, shall be cause for removal. §23-177-8 MEETINGS (A) The BOARD shall meet at least quarterly. (B) The Chairperson of the BOARD may call a meeting as necessary to conduct business. (C) Not only is a quorum of the entire BOARD required to conduct business, to ensure 57 6 citizen representation, at least four (4) of the seven (7) citizen members must be present (either in person or virtually) for the BOARD to conduct business. (D) The Chief of Police Chief be responsible for developing the specific processes, Procedures, and conduct of the BOARD consistent with its stated purpose. (E) Pursuant to the City of Denton Code of Ordinances §2-29(h) - City Council Rules of Procedure – Creation of Committees, Board and Commissions, the BOARD is subject to the Texas Open Meetings Act. (F) The DEPARTMENT’S liaison to the BOARD shall be responsible for keeping and maintaining all records of the BOARD, which shall be maintained and retained as required by State Law. §23-177-9 BOARD RECOMMENDATIONS (A) The BOARD has the authority to make non-binding recommendations to the Police Chief on the issues cited in §23-177-3. (B) At the conclusion of a meeting, the BOARD recommendations, if any, shall be reduced to writing. (C) The Chief of Police Chief shall endeavor to respond to all BOARD recommendations within twenty (20) calendar days of receipt of the recommendation. (D) The Chief’s Response shall state whether he agrees with the recommendation, and if not, why not. (E) Documents created by the BOARD, including its recommendations to the Chief of Police and the Chief’s response, are subject to disclosure under the Texas Public Information Act to the extent allowed by law. §23-177-10 PUBLIC STATEMENTS REGARDING THE BOARD’S ROLE At least once a year, the Chief of Police shall: (1) Create a report for public release that describes the role of the BOARD and its work, including its recommendations, the Chief’s response, and recommendations implemented by the Chief; and (2) Provide the City Council with a public briefing of the contents of the report cited in Part (1). §23-177-11 AUTHORITY GRANTED TO THE POLICE CHIEF AND CITY MANAGER Since it is impossible to consider every scenario that may arise related to the scope and function of the BOARD, the City Manager and Chief of Police are granted the authority to interpret and apply this Ordinance without further Council action provided they do so consistent with the Council’s stated intent and purpose for creating this BOARD. SECTION 5: This Ordinance shall become effective immediately upon its passage and approval. 58 7 The motion to approve this Ordinance was made by __________________________ and seconded by _________________________________; this 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: ROSA RIOS, CITY SECRETARY BY: _________________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: _________________________________ 59 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-1470,Version:1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction regarding an overview of the previous February 25, 2020 Council work session, federal and state civil rights law, summary of a recent Supreme Court decision regarding employment matters, and research of comprehensive non-discrimination ordinances. City of Denton Printed on 10/9/2020Page 1 of 1 powered by Legistar™60 Pg. 1 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office CM/ DCM/ ACM: Sara Hensley, Deputy City Manager DATE: Oct. 13, 2020 SUBJECT Receive a report, hold a discussion, and give staff direction regarding an overview of the previous February 25, 2020 Council work session, federal and state civil rights law, summary of a recent Supreme Court decision regarding employment matters, and research of comprehensive non-discrimination ordinances. BACKGROUND February 25, 2020 City Council Work Session On Feb. 25, 2020, staff presented a work session to City Council regarding the Human Rights Campaign (HRC) Municipal Equality Index (MEI), overview of federal and state civil rights law, and research of comprehensive non-discrimination ordinances. To view video of the work session presentation and discussion, please visit the Public Meetings archive on the City website or click here. The materials from the previous work session are also available by clicking here or through the attached Exhibit 3. Following the work session presentation, City Council wished to wait on any further discussion as there were pending federal employment cases before the Supreme Court regarding if discrimination on the basis of sexual orientation and gender identity was covered by the Title VII of the Civil Rights Act. Any ruling by the Supreme Court would apply to all states and municipalities. DISCUSSION Background and Recent Supreme Court Ruling Title VII of the Civil Rights Act of 1964 prohibits discrimination in employment on race, color, religion, sex or national origin. The federal law did not expressly include a prohibition against discrimination based upon a person’s sexual orientation or gender identity. However, for the past several years, the U.S. Equal Employment Opportunity Commission (EEOC) has interpreted and enforced Title VII’s prohibition of “sex”-based discrimination as forbidding any employment discrimination based on gender identity or sexual orientation. On October 8, 2019, there were three cases heard before the Supreme Court related to whether discrimination on the basis of sexual orientation or gender identity is covered by the Title VII of the Civil Rights Act. The case on gender identity was R.G. & G.R. Harris Funeral Homes Inc. v. Equal Employment Opportunity Commission (EEOC), No. 18-107, and the cases on sexual orientation were Bostock v Clayton County, GA, No. 17-1618, and Altitude Express Inc. v. Zarda, No. 17-1623. The Court combined the three cases to rule on the question of whether or not Title VII of the Civil Rights Act prohibits discrimination in employment based on sexual orientation and gender identity. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 61 Pg. 2 On June 15, 2020, the Court issued the 6-3 majority opinion holding that Title VII of the Civil Rights Act of 1964 also covers sexual orientation and gender identity, making it illegal for employers to discriminate because of a person’s sex. This ruling upholds those from lower courts who ruled sexual orientation or gender identity discrimination was a form of sex discrimination. The Court wrote in its decision that an employer violates Title VII when it intentionally fires an individual employee based in part on sex. The Court further discussed that since “discrimination requires an employer to intentionally treat individual employees differently because of their sex, an employer who intentionally penalizes an employee for being homosexual or transgender also violates Title VII.” Justice Neil Gorsuch opined for the majority in the Court’s ruling and specifically mentioned that no other federal or state laws prohibiting sex discrimination were brought before the Court to hear in this case, and that the Court does not “purport to address bathrooms, locker rooms, or anything else of the kind.” Justice Gorsuch also made it a point to mention for those concerned about potential violations of religious freedoms that religious freedom was not a question put before the Court in this case. Equal Employment Opportunity Commission (EEOC) If an individual believes they have been unlawfully discriminated against in employment matters on the basis of sexual orientation or gender identity, they can file a complaint through the EEOC. • Private sector and state/local government employees may file a charge of discrimination by contacting the EEOC at 1-800-669-4000 or go to https://www.eeoc.gov/how-file-charge- employment-discrimination. • Federal government employees may initiate the complaint process by contacting an EEO counselor at your agency; more information is available at https://www.eeoc.gov/federal- sector/overview-federal-sector-eeo-complaint-process. The EEOC has updated its website with a guidance document based on the Supreme Court’s decision in Bostock v. Clayton found here: https://www.eeoc.gov/laws/guidance/what-you-should-know-eeoc-and- enforcement-protections-lgbt-workers. ATTACHMENTS 1. Agenda Information Sheet 2. Presentation 3. Materials from Feb. 25, 2020 Work Session Respectfully submitted: Sarah Kuechler Director of Public Affairs Rachel Balthrop Mendoza Assistant to the City Manager 62 Work SessionFollow-up on Comprehensive Non-Discrimination Ordinance ResearchOct. 13, 20201ID20‐1470 | Oct. 13, 202063 Agenda2•Recap of Feb. 25, 2020 City Council Work Session•Review of recent Supreme Court ruling regarding employment matters and sex-based discrimination•Provide staff direction for any further information or next stepsID20‐1470 | Oct. 13, 202064 Recap of Feb. 25, 2020 Work Session3•Provided an overview of 2019 Human Rights Campaign (HRC) Municipal Equality Index (MEI) scorecardID20‐1470 | Tuesday, Sept. 22, 202065 Recap of Feb. 25, 2020 Work Session4•Provided an overview of Federal and State Civil Rights Law regarding discrimination in:oEmploymentoHousing oPublic Accommodations•Summarized research of the 4 cities in Texas that have comprehensive Non-Discrimination Ordinances covering employment, housing, and public accommodationsoPlano, Dallas, Fort Worth, and AustinoProvided an overview of each ordinance, including exemptions, complaints, investigation, mediation, and enforcement, staffing, and metricsID20‐1470 | Oct. 13, 202066 567 Recap of Feb. 25, 2020 Work Session6•Title VII of the Civil Rights Act of 1964 prohibited discrimination in employment on race, color, religion, sex or national origin•Did not expressly include a prohibition against discrimination based upon a person’s sexual orientation or gender identity. •However, for the past several years, the U.S. Equal Employment Opportunity Commission (EEOC)has interpreted and enforced Title VII’s prohibition of “sex”-based discrimination as forbidding any employment discrimination based on gender identity or sexual orientation. •On October 8, 2019, there were three cases heard before the Supreme Court related to whether discrimination on the basis of sexual orientation or gender identity is covered by the Title VII of the Civil Rights Act•The case on gender identity was R.G. & G.R. Harris Funeral Homes Inc. v. Equal Employment Opportunity Commission (EEOC), No. 18-107. The cases on sexual orientation were Bostock v Clayton County, GA, No. 17-1618, and Altitude Express Inc. v. Zarda, No. 17-1623.•Supreme Court was expected to rule on the cases by late spring/summer 2020. City Council provided direction to wait to learn outcome of the casesID20‐1470 | Oct. 13, 202068 Supreme Court Ruling•On June 15, 2020, the Court issued a 6-3 majority opinion holding that Title VII of the Civil Rights Act of 1964 also covers sexual orientation and gender identity, making it illegal for employers to discriminate because of a person’s sex•Justice Neil Gorsuch opined for the majority in the Court’s ruling and specifically mentioned that no other federal or state laws prohibiting sex discrimination were brought before the Court to hear in this case, and that the Court does not “purport to address bathrooms, locker rooms, or anything else of the kind”•Justice Gorsuch also made it a point to mention for those concerned about potential violations of religious freedoms that religious freedom was not a question put before the Court in this case7ID20‐1470 | Oct. 13, 202069 Equal Employment Opportunity Commission (EEOC)•If an individual believes they have been unlawfully discriminated against in employment matters on the basis of sexual orientation or gender identity, they can file a complaint through the EEOC: •Private sector and state/local government employeesmay file a charge of discrimination by contacting the EEOC at 1-800-669-4000 or go tohttps://www.eeoc.gov/how-file-charge-employment-discrimination.•Federal government employeesmay initiate the complaint process by contacting an EEO counselor at your agency; more information is available athttps://www.eeoc.gov/federal-sector/overview-federal-sector-eeo-complaint-process.8ID20‐1470 | Oct. 13, 202070 Federal and State Law•Employment•Covered federally•Supreme Court ruling that sexual orientation and gender identity is covered by Title VII of the Civil Rights Act of 1964•U.S. Equal Employment Opportunity Commission (EEOC)•Housing•Not expressly covered•Texas Fair Housing Act and U.S. Fair Housing Act prohibit discriminatory housing practices based on race, color, national origin, religion, sex, physical or mental disability, or familial status•U.S. Department of Housing and Urban Development (HUD) encourages individuals who identify as LGBTQ who experience discrimination to file a complaint as it could be sex-based discrimination•Public Accommodations•Not covered•No respective state law in Texas and Title II of the federal Civil Rights Act of 1964 provides for equal enjoyment of the goods, services, facilities, and accommodations of any place of public accommodation without discrimination or segregation on the ground of race, color, religion, or national origin•The Department of Justice can bring a lawsuit under Title II when there is reason to believe that a person engaged in a pattern or practice of discrimination9ID20‐1470 | Oct. 13, 202071 Texas Cities with Non-Discrimination Ordinances10•Under comprehensive non-discrimination ordinances, how may reports of discrimination on sexual orientation or gender identity be addressed? ID20‐1470 | Tuesday, Sept. 22, 2020Employment Housing Public AccommodationsPlano•Refer to respective state or federal entity with authority (EEOC)•Referto respective state or federal entity with authority (HUD); City may address under Ordinance if agency refuses•City (staff panel decides to refer/accept/deny, then mediation, and then if no agreement, could be possible enforcement with $500 fine)Dallas•City may investigate under Ordinance (see Public Accommodations) or may referto respective state or federal entity (EEOC)•City is certified by HUD as a federal Fair Housing Assistance Program (FHAP) agency•City (staff conduct initial review, full review of evidence, attempt to conciliate and reach agreement, could be referred for possible prosecution of the complaint in municipal court‐not less than $200 or more than $500)Fort Worth•City is certified by EEOC as a Federal Employment Protection Agency (FEPA)•City is certified by HUD as a federal Fair Housing Assistance Program (FHAP) agency•City (staff conduct initial review, full review and investigation, close in 4 ways‐Admin Closure, Conciliation, No Reasonable Cause, or Reasonable Cause, could be an offense punishable by a fine of not more than $500)Austin•City has agreement and authority from EEOC to enforce 6 federal employment statutes•City is certified by HUD as a federal Fair Housing Assistance Program (FHAP) agency•City (staff review and intake, investigate, attempt settlement, and if not settled and a cause determination is issued, forwarded to City attorney for possible prosecution in municipal court)Note: Each ordinance has specific regulations and exemptions that determines what can be addressed72 Direction11•Staff is seeking direction from Council on any next steps:•Direct staff to begin to draft an ordinance and complaint process based upon models that exist and estimate staffing/financial resources•An additional work session(s) may be needed to review specific components and receive Council direction (e.g. what is covered, what is exempted)•Request additional information•Provide other direction•Take no further actionID20‐1470 | Oct. 13, 202073 12City of PlanoID 20‐291Feb. 25, 2020•Ordinance adopted in Dec. 2014; incorporated in Municipal Code in Ch. 2 Administration, Equal Rights Policy•Prohibits discrimination in employment, housing, and public accommodations and extends to cover U.S. military/veteran status, genetic information, sexual orientation, and gender identity•Broad exemptions in Ordinance for:oReligious, political, and non‐profit organizations, and educational institutionsoThe U.S. government and State of Texas, and departments and agenciesoPrivate clubs that are restricted to members of the club and guests and are not open to the general public•Public restrooms are exempt from the Ordinance•The City has received 9 official complaints under the Ordinance; the last complaint was received in 2016oOf those, zero complaints have reached the required level to warrant an investigation•Initial review by City Manager or designee (currently Human Resources Director)•City refers complaints to federal and state agencies if it within those agencies’ jurisdiction•For others, an investigation panel would consist of a 5‐person panel, with 3 director level staff appointed by City Manager and 2 rotating external business community reps. City Attorney or designee would serve as legal advisor•Initial review to determine if refer, deny, or accept the complaint•If accepted, the 5‐person panel would schedule meetings and review•If reasonable cause determined and a religious accommodation has not been granted, the matter will be referred to a neutral third party mediator paid for by the City•If an agreement cannot be reached, referred to City Attorney’s Office for review for possible criminal enforcement (citation issuance)odiscretion to decline criminal enforcement depending on the facts and evidence of each case and the legal burden required for criminal enforcement•Violations of the ordinance will be subject up to a $500 fine, per offenseOVERVIEWEXEMPTIONSCOMPLAINTSINVESTIGATIONMEDIATIONENFORCEMENT74 Questions?13ID20‐1470 | Oct. 13, 202075 Pg. 1 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Public Affairs/IGR CM/ DCM/ ACM: Sara Hensley, Assistant City Manager DATE: February 25, 2020 SUBJECT Receive a report, hold a discussion, and give staff direction regarding the Human Rights Campaign (HRC) Municipal Equality Index (MEI), overview of federal and state civil rights law, and research of comprehensive non-discrimination ordinances. BACKGROUND Municipal Equality Index Scorecard and Prior Work Session The City of Denton is one of 506 cities nation-wide that are rated by the Human Rights Campaign (HRC), a civil rights organization founded in 1980 representing the LGBTQ community, with over three million members and supporters nation-wide. The HRC has developed a Municipal Equality Index (MEI) scorecard to annually examine and rate how inclusive municipal laws, policies, and services are to the LGBTQ people who live and work in the community. Cities are rated based on 5 sections: (1) non-discrimination laws, (2) the municipality as an employer, (3) municipal services, (4) law enforcement, and (5) the city leadership’s public position on equality. At a City Council meeting on Aug. 14, 2018, City staff presented a work session to describe the HRC scorecard in more detail and share Denton’s scorecard history. At the work session, staff received Council direction to work on an anti-bullying policy for City facilities and programs that expressly prohibited discrimination on the basis of sexual orientation and gender identity. Staff developed Policy 510.01 “Bullying Prevention in City Facilities and Programming”, which was approved by City Council and effective on Dec. 4, 2018. 2019 HRC MEI In 2019, the City of Denton scored a total of 57 out of 100 possible points in the index (Attachment 3), receiving a few additional points for the anti-bullying policy. This is higher than Denton’s previous scores (2016- 35, 2017- 44, and 2018- 52). HRC-MEI Scorecard Possible Points for 2019* Denton 2019 I. Non-Discrimination Laws 30 (4) 0 (0) II. Municipality as Employer 28 (1) 15 (0) III. Municipal Services 12 (12) 10 (4) IV. Law Enforcement 22 22 V. Leadership on LGBTQ Equality 8 (5) 6 (0) Total** 100 (22) 57 *Possible points shown in parentheses represent eligible bonus points **Some cities may score bonus points in sections, but the total score for a city cannot exceed 100 City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 76 Pg. 2 In the scorecard, the City of Denton does not receive points in Section 1 and only receives partial points for Section 2. • Section 1 Non-Discrimination Laws evaluates whether discrimination on the basis of sexual orientation and gender identity is prohibited by the city, county, or state in areas of private employment, housing, and public accommodations. There are a few municipalities in Texas that have adopted comprehensive non-discrimination ordinances prohibiting discrimination in the areas of private employment, housing, and public accommodations, including Dallas, Fort Worth, Austin, and Plano. These will be discussed in the work session presentation on Feb. 25 and links to all of the relevant codes are found below in the AIS. • Section 2 Municipality as an Employer evaluates how municipalities commit themselves to treating LGBTQ employees equally by offering equivalent benefits and protections to LGBTQ employees, and by awarding contracts to fair-minded businesses. o The City of Denton receives points in this category as the City prohibits discrimination in city employment specifically on the basis of sexual orientation and gender identity. o In this section, the City of Denton does not receive points for healthcare benefits or a city contractor non-discrimination ordinance. While the City of Denton’s health plan covers benefits for transgender health care needs, including mental health care and hormone therapy, the plan excludes those areas related to surgical treatments, which are required to be covered to score any points for the healthcare criteria. Council Work Session Request On Nov. 5, 2019, Council Member Davis presented a work session request to City Council to discuss a comprehensive non-discrimination ordinance and the majority of Council agreed to have a work session. DISCUSSION Federal and State Law and Pending Cases Before reviewing the research on surveyed cities that have a comprehensive non-discrimination ordinance, the following provides some information on federal and state law in the areas of employment, housing, and public accommodations. o Employment – Title VII of the Civil Rights Act of 1964 prohibits discrimination on race, color, religion, sex or national origin. Texas law prohibits discrimination in employment based on a person’s race, religion, gender, national origin, age, or disability. Federal and state law do not expressly include a prohibition against discrimination based upon a person’s sexual orientation or gender identity. However, the U.S. Equal Employment Opportunity Commission (EEOC) is interpreting and enforcing Title VII’s prohibition of sex-based discrimination as forbidding any employment discrimination based on gender identity or sexual orientation. The EEOC states that these protections apply regardless of any contrary state or local laws. Per the EEOC’s website, through investigation, conciliation, and litigation of charges by individuals against private sector employers, as well as hearings and appeals for federal sector workers, the EEOC has taken the position that existing sex discrimination provisions in Title VII protect lesbian, gay, bisexual, and transgender (LGBT) applicants and employees against employment bias. The EEOC has obtained approximately $6.4 million in monetary relief for individuals, as well as numerous employer policy changes, in voluntary resolutions of LGBT discrimination charges under Title VII since data collection began in 2013. The EEOC points towards a growing number of court decisions that have endorsed the EEOC's interpretation of Title VII. 77 Pg. 3 However, there are currently cases before the Supreme Court, related to whether discrimination on the basis of sexual orientation and gender identity is covered by the Title VII of the Civil Rights Act. Oral arguments were heard on October 8, 2019. The case on gender identity is R.G. & G.R. Harris Funeral Homes Inc. v. Equal Employment Opportunity Commission (EEOC), No. 18-107, and the cases on sexual orientation are Bostock v Clayton County, GA, No. 17-1618, and Altitude Express Inc. v. Zarda, No. 17-1623. o Housing – The Texas Fair Housing Act and the U.S. Fair Housing Act prohibit discriminatory housing practices in the sale, rental and financing of dwellings based on race, color, national origin, religion, sex, physical or mental disability, or familial status (presence of a child under age 18 living with parents or legal custodians, person securing custody of children under 18, or a pregnant woman). However, this Act does not expressly include a prohibition against discriminatory housing practices based upon a person’s sexual orientation or gender identity. Although the U.S. Fair Housing Act does not expressly prohibit discrimination based on sexual orientation or gender identity, individuals who identify as LGBTQ who have experienced (or about to experience) discrimination may file a complaint with the U.S. Department of Housing and Urban Development (HUD) as it may be a violation of sex based discrimination. HUD provides further information here regarding Housing Discrimination and persons identifying as LGBTQ, including some examples that may qualify as discrimination under the Fair Housing Act. o Public Accommodations - Texas currently has no statewide law prohibiting discrimination against the protected classes of race, color, religion, sex, national origin, sexual orientation, gender identity/ expression, age, or disability. Federal law, specifically Title II of the Civil Rights Act of 1964, states that all persons shall be entitled to the full and equal enjoyment of the goods, services, facilities, and privileges, advantages, and accommodations of any place of public accommodation without discrimination or segregation on the ground of race, color, religion, or national origin. However, the Civil Rights Act of 1964 has not been amended to include sexual orientation or gender identity. In general, “public accommodations” include businesses (but not all) or buildings that are open to (or offer services to) the general public, such as hotels, restaurants, and places of entertainment. The Department of Justice Civil Rights Division, Housing and Civil Enforcement Section, works to protect rights of individuals including the right to patronize places of business that provide public accommodations. The Department of Justice can bring a lawsuit under Title II of the Civil Rights Act of 1964 when there is reason to believe that a person has engaged in a pattern or practice of discrimination in violation of Title II. The Department can obtain injunctive, but not monetary, relief in such cases. Individuals can also file suit to enforce their rights under Title II and other federal and state statutes may also provide remedies for discrimination in places of public accommodation. State Legislative Session During the 2019 Texas Legislative Session, there were both bills introduced that would have pre-empted cities’ ability to pass and maintain local non-discrimination ordinances, and bills introduced that would have added gender identity and sexual orientation to the list of protected classes state-wide in access to employment, housing, and public accommodations. However, these bills died in committee/on the floor. One relevant bill that was passed into law was Senate Bill 1978, referred to as the “Chick-fil-A” bill, which prohibits a governmental entity (including a city) from taking any “adverse action” against any individuals or businesses based on membership, support or donations to a religious organization. 78 Pg. 4 Research of Local Non-Discrimination Ordinances in Texas The attached presentation (Exhibit 2) attempts to provide a high-level summary and comparison of the ordinances and programs of the cities of Plano, Dallas, Fort Worth, and Austin across key components. The full text of the ordinances and other resources, such as websites, can be found in the links provided here: • City of Plano o Chapter 2 Administration, Article I In General, Section 2-11 Equal Rights Policy o City of Plano Equal Rights Ordinance website page o City of Plano Equal Rights Ordinance FAQs • City of Dallas o Chapter 20A Fair Housing o Chapter 46 Unlawful Discriminatory Practices Relating to Sexual Orientation and Gender Identity and Expression o City of Dallas Fair Housing and Human Rights Office website page • City of Fort Worth o Chapter 17 Human Relations, Article III Discrimination o City of Fort Worth Diversity & Inclusion Department website page • City of Austin o Title 5 – Civil Rights Chapter 5-1 – Housing Discrimination o Title 5 – Civil Rights Chapter 5-2 – Discrimination in Public Accommodations o Title 5 – Civil Rights Chapter 5-3 – Discrimination in Employment Generally o City of Austin Equal Employment and Fair Housing Office website page State and Local Agencies with Authority to Administer Federal Laws In the presentation, it is shared that the cities of Dallas, Fort Worth, and Austin are Fair Housing Assistance Program (FHAP) agencies with HUD and the cities of Fort Worth and Austin have workshare agreements with the EEOC as Federal Employment Protection Agencies (FEPA). The following is a brief explanation of those programs with links to more information. Fair Housing Assistance Program (FHAP) Agency Through FHAP, HUD provides some funds to state and local agencies to administer fair housing laws that HUD has determined to be substantially equivalent to the Fair Housing Act (referred to as “Substantially Equivalent Agencies”). There are two phases in determining whether an agency is substantially equivalent. In the first phase, the Assistant Secretary for Fair Housing and Equal Opportunity determines whether, "on its face," the state or local law provides rights, procedures, remedies and judicial review provisions that are substantially equivalent to the Fair Housing Act. If so, HUD offers the agency interim certification for up to three years. During the three years of interim certification, the agency builds its capacity to operate as a fully certified substantially equivalent agency. In the second phase, the Assistant Secretary for Fair Housing and Equal Opportunity determines whether, "in operation," the state or local law provides rights, procedures, remedies and the availability of judicial review that are substantially equivalent to the Fair Housing Act. An affirmative conclusion that the state or local law is substantially equivalent both on its face and in operation will result in HUD offering the agency certification. Certification is for a term of five years. During the five years of certification, the agency's ability to maintain certification will be assessed. The specific requirements to become a FHAP are enumerated in 24 C.F.R. part 115. While HUD provides significant resources to Substantially Equivalent Agencies in the form of training, technical assistance and funding, the agencies must demonstrate a commitment to thorough and professional complaint processing. This includes all phases of complaint processing, from accurate identification of issues at intake, through complete and sound investigations, to following through on administrative or judicial enforcement to ensure that victims of unlawful housing discrimination obtain full remedies and the 79 Pg. 5 public interest is served. Local resources from the jurisdiction should include both funding and the legal resources necessary to pursue administrative and/or judicial enforcement. In Texas, for state and local agencies, the Texas Workforce Commission and the cities of Dallas, Fort Worth, Austin, Corpus Christi, and Garland are listed as FHAPs on HUD’s website. City of Denton staff reached out to HUD to ask for the number of fair housing complaints filed with HUD that occur within the city of Denton’s limits. The HUD representative responded that they did not have the data by jurisdiction to share. Fair Employment Practice Agencies (FEPA) The EEOC may contract with state or local agencies under a workshare agreement for the agencies to process employment discrimination charges. In Texas, for state and local agencies, the Texas Workforce Commission Civil Rights Division and cities of Fort Worth and Austin are listed as FEPAs on EEOC’s website. The EEOC operates 3 field offices in Dallas, San Antonio, and El Paso. Next Steps This presentation is intended to be an informative presentation for Council to have a discussion and provide direction to staff for any action or next steps. If Council wishes for staff to draft an ordinance, staff will need direction on a model or the main components of an ordinance as outlined in the presentation. ATTACHMENTS 1. Agenda Information Sheet 2. Presentation 3. 2019 HRC MEI Scorecard for Denton Respectfully submitted: Sarah Kuechler Director of Public Affairs Rachel Balthrop Mendoza Assistant to the City Manager 80 Comprehensive Non-Discrimination Ordinance ResearchCity Council MeetingFebruary 25, 202081 2Presentation OutlineID 20‐291Feb. 25, 2020• BackgroundoRequest for a Work Session oOverview of 2019 Human Rights Campaign (HRC) Municipal Equality Index (MEI) ScorecardoOverview of Federal and State LawoLocal Non-Discrimination Ordinances• Overview of comprehensive Non-Discrimination Ordinances of the 4 cities in Texas oPlano, Dallas, Fort Worth, and Austin• Direction 82 3Background: Work Session HistoryID 20‐291Feb. 25, 2020• The City of Denton is one of 506 cities nation-wide that are rated by the Human Rights Campaign (HRC)Municipal Equality Index (MEI) scorecardoTo annually examine and rate how inclusive municipal laws, policies, and services are to the LGBTQ people who live and work in the community• The City of Denton has scored the following:o2016 – 35o2017 – 44o2018 – 52 o2019 – 57•On Aug. 14, 2018, staff presented a work session to City Council to review the City’s score and receive any policy direction oReceived direction to develop an anti-bullying policy that was approved by City Council on Dec. 4, 2018; the City received points for this in its 2019 MEI score•On Nov. 5, 2019, Council Member Davis presented a one-minute work session requestto discuss a comprehensive non-discrimination ordinance for the city83 4Background: 2019 HRC MEI ComparisonID 20‐291Feb. 25, 2020Denton 2019Arlington 2019Austin 2019Dallas 2019Fort Worth 2019Irving 2019McKinney 2019Plano 2019Possible Points for 2019*I. Non‐Discrimination LawsWhether city, county, or state prohibits in areas of employment, housing, & public accommodations0 0 30 24 30 0 0 2730 (4)II. Municipality as EmployerBy offering equivalent benefits and protections to LGBTQ employees15 22 28 28 20 16 14 2028(1)III. Municipal ServicesEfforts of the city to ensure LGBTQ constituents are included in city services and programs14 5 12 7 12 5 0 012(12)IV. Law EnforcementFair enforcement of law including reporting hate crimes and engaging with LGBTQ community22 17 22 22 22 10 12 1722V. Leadership on LGBTQ EqualityCity’s leadership commitment to fully include the LGBTQ community and advocate for full equality668875048 (5)Total** 57 58 100 100 100 36 26 69 100*Possible points shown in parentheses represent eligible bonus points**Some cities may score bonus points, but the total score for a city cannot exceed 10084 5Background: Federal and State LawID 20‐291Feb. 25, 2020oEmploymentTexas law prohibits discrimination in employment based on a person’s race, religion, gender, national origin, age, or disabilityTitle VII of the Civil Rights Act of 1964 prohibits discrimination in employment on race, color, religion, sex or national originoGenerally, it applies to employers with 15 or more employeesoSome exemptions, including religious groups performing work connected to the group’s activities, including associated education institutionsU.S. Equal Employment Opportunity Commission (EEOC) is interpreting and enforcing Title VII’s prohibition of sex-based discrimination as forbidding any employment discrimination based on gender identity or sexual orientationHowever, there are 3 cases before the Supreme Court related to whether discrimination on the basis of gender identity or sexual orientation is covered by Title VIIoCase on gender identity is R.G. & G.R. Harris Funeral Homes Inc. v. Equal Employment Opportunity Commission (EEOC) oTwo cases on sexual orientation are Bostock v Clayton County, GAand Altitude Express Inc. v. Zarda85 6Background: Federal and State LawID 20‐291Feb. 25, 2020oHousingThe Texas Fair Housing Act and U.S. Fair Housing Act prohibit discriminatory housing practices in the sale, rental and financing of dwellings based on race, color, national origin, religion, sex, physical or mental disability, or familial statusoDo not expressly include a prohibition against discriminatory housing practices based upon a person’s sexual orientation or gender identityU.S. Department of Housing and Urban Development (HUD)encourages individuals who identify as LGBTQ who experience discrimination to file a complaint with HUD as it could be a violation of sex-based discrimination86 7Background: Federal and State LawID 20‐291Feb. 25, 2020oPublic AccommodationsNo respective state law in TexasTitle II of the Civil Rights Act of 1964 states that all persons shall be entitled to the full and equal enjoyment of the goods, services, facilities, and privileges, advantages, and accommodations of any place of public accommodation without discrimination or segregation on the ground of race, color, religion, or national originoIn general, public accommodations includes businesses (but not all) or buildings that are open to (or offer services to) the general public, such as hotels, restaurants, and places of entertainmentoThe Act has not been amended to include sexual orientation or gender identityThe Department of Justice can bring a lawsuit under Title II of the Act when there is reason to believe that a person engaged in a pattern or practice of discrimination in violation of Title II87 8Background: Local Non-Discrimination OrdinancesID 20‐291Feb. 25, 2020oSome local governments have passed Non-Discrimination Ordinances (NDOs) to add protections for those classes not covered expressly under federal or state law, which may include sexual orientation or gender identity, in addition to other classesoAccording to the Movement Advancement Project (MAP) (1), as of Jan. 2020, there are 20 states and at least 295 municipalities that fully and explicitly prohibit discrimination against LGBTQ people in employment, housing, and accommodationsIn Texas, 4 cities have an ordinance prohibiting discrimination based on sexual orientation and gender identity in employment, housing, and public accommodationsThese ordinances are generally based on and mirror existing state and federal law for employment, housing, and public accommodations, but extend the classes expressly covered (1) ‐ https://www.lgbtmap.org/equality‐maps/non_discrimination_ordinances88 9Non-Discrimination Ordinance Components01What classes are protected under the ordinance?0502How is employment, housing, and public accommodations defined? What is broadly exempt from the ordinance? What is exempted by each section?06ID 20‐291Feb. 25, 2020DEFINITIONSAND EXEMPTIONS BACKGROUND/PROTECTIONS03COMPLAINT PROCESSHow are complaints filed and reviewed?04INVESTIGATIONMEDIATIONENFORCEMENTWho handles review and investigation of complaints? How are complaints reviewed and investigated?How is conciliation or mediation handled?How are conciliatory agreements enforced? If cannot be resolved or settled, what is the penalty for violation of the ordinance?89 10City of PlanoID 20‐291Feb. 25, 2020•Ordinance adopted in Dec. 2014; incorporated in Municipal Code in Ch. 2 Administration, Equal Rights Policy•Prohibits discrimination in employment, housing, and public accommodations and extends to cover U.S. military/veteran status, genetic information, sexual orientation, and gender identity•Broad exemptions in Ordinance for:oReligious, political, and non‐profit organizations, and educational institutionsoThe U.S. government and State of Texas, and departments and agenciesoPrivate clubs that are restricted to members of the club and guests and are not open to the general public•Public restrooms are exempt from the Ordinance•The City has received 9 official complaints under the Ordinance; the last complaint was received in 2016oOf those, zero complaints have reached the required level to warrant an investigation•Initial review by City Manager or designee (currently Human Resources Director)•City refers complaints to federal and state agencies if it within those agencies’ jurisdiction•For others, an investigation panel would consist of a 5‐person panel, with 3 director level staff appointed by City Manager and 2 rotating external business community reps. City Attorney or designee would serve as legal advisor•Initial review to determine if refer, deny, or accept the complaint•If accepted, the 5‐person panel would schedule meetings and review•If reasonable cause determined and a religious accommodation has not been granted, the matter will be referred to a neutral third party mediator paid for by the City•If an agreement cannot be reached, referred to City Attorney’s Office for review for possible criminal enforcement (citation issuance)odiscretion to decline criminal enforcement depending on the facts and evidence of each case and the legal burden required for criminal enforcement•Violations of the ordinance will be subject up to a $500 fine, per offenseOVERVIEWEXEMPTIONSCOMPLAINTSINVESTIGATIONMEDIATIONENFORCEMENT90 11City of DallasID 20‐291Feb. 25, 2020•In 2002, Dallas adopted Ch. 46 “Unlawful Discriminatory Practices Relating to Sexual Orientation” prohibiting discrimination in housing, employment, and public accommodationsoCh. 46 was amended in 2016 to add gender identity and expression•Dallas also has a Fair Housing Ordinance (Ch. 20A) and is a  certified federal Fair Housing Assistance Program (FHAP) agency•Broad exemptions in Ch. 46 for:oA religious organizationoThe U.S. government or State of Texas, and departments and agenciesoSome specific exemptions underneath each sectionof housing, employment, and public accommodations•Since 2002, 91 complaints have been filed with the Cityo40‐ Employment, 38‐ Housing, 12 – Public Accommodations, and 1‐ Retaliation •City of Dallas is a certified federal Fair Housing Assistance Program (FHAP) agency•City of Dallas Office of Fair Housing and Human Rights; the office has 4 Fair Housing Investigatorson staff•Initial review to establish if it occurred in Dallas and an issue covered under the ordinance•Investigator conducts full review of evidence, including examining records and interviewing witnesses•If it appears an unlawful practice has occurred, during or after the investigation, staff attempt to conciliate the complaint and reach an agreement with both parties•Office of Fair Housing and Human Rights enforces conciliation agreements•If unable to conciliate, the case is referred to the City Attorney’s Officeto determine whether to proceed with prosecution of the complaint in municipal court•An offense is punishable by a fine of not less than $200 or more than $500OVERVIEWEXEMPTIONSCOMPLAINTSINVESTIGATIONMEDIATIONENFORCEMENT91 12City of Fort WorthID 20‐291Feb. 25, 2020•Fort Worth’s Ch. 17 Human Relations was adopted more than 50 years agooAmended in 2000 to prohibit discrimination based on sexual orientation and in 2009 based on gender identity•Fort Worth has been a federal Fair Housing Assistance Program (FHAP) agency and a federal Fair Employment Practice Agency (FEPA) for more than 40 years•No broad exemptions for entire Ch. 17•Some specific exemptions underneath each section (of housing, employment, public accommodations, and reasonable accommodation or modification for residential uses)oE.g. for religious organizations, private clubs•Public restrooms are exempt•In FY18, there were:•93 housing complaints filed•172 fair employment charges filed•7 public accommodations complaints filed•Fort Worth is a certified federal FHAPagency and FEPA agency•City of Fort Worth Diversity & Inclusion Department; 9 FTEs and 2 PT staff including investigators, coordinator, intake specialist, admin, and asst director•Staff supervised by an Administrator reporting to the Fort Worth Human Relations Commission (FWHRC), an appointed body•Initial review to meet the jurisdictional and prima facie elements as outlined by HUD, EEOC, and/or local ordinance•Once established, City begins an investigation, including interview, documentation, onsite investigations, and reports•Can close in 4 ways: Admin Closure, Conciliation/Settlement, No Reasonable Cause, or Reasonable Cause•If solved through conciliation agreement, Diversity & Inclusion Department monitors, tracks, and ensures compliance•An offense under the Ordinance is punishable by a fine of not more than $500OVERVIEWEXEMPTIONSCOMPLAINTSINVESTIGATIONMEDIATIONENFORCEMENT92 13City of AustinID 20‐291Feb. 25, 2020•Austin has Title 5 Civil Rights Chapterwith 6 individual sections•Austin is a federal Fair Housing Assistance Partner (FHAP) agency and has authority to enforce 6 federal statutes under agreement with EEOC•No broad exemptions for entire Title 5 Civil Rights Chapter•Some specific exemptions underneath each section (of housing, employment, public accommodations, fair chance hiring, HIVs/AIDS ordinance, and employment by City contractors)oE.g. for religious organizations, private clubs•Since 2005, 78 official complaints filed under local ordinanceoOf those, 53 have warranted a full investigation•Under agreements with HUD and EEOC, Austin investigates/conciliates approx. 160 cases per year•Austin is a certified federalFHAP agencyand has authority to enforce 6 federal statues under agreement with EEOC•City of Austin Equal Employment/Fair Housing Office (EEFHO); 7 FTEs, inclusive of investigators, mediators, administrator, etc.•Human Rights Commission, appointed body•Review and intake process•Investigation begins; settlement efforts can begin and continue during the investigation•If settled, closed without further investigation. If efforts fail, continue with thorough investigation (evidence, interviews, on‐site visits to determine if no cause or cause)•If settled through conciliation agreement, Legal Department handles enforcement of those agreements•If not settled, and a cause determination is issued, the case is forward to the city attorneyfor prosecution in municipal court or other civil prosecution as authorized by state lawOVERVIEWEXEMPTIONSCOMPLAINTSINVESTIGATIONMEDIATIONENFORCEMENT93 14Non-Discrimination Ordinance Components01What classes are protected under the ordinance?0502How is employment, housing, and public accommodations defined? What is broadly exempt from the ordinance? What is exempted by each section?06ID 20‐291Feb. 25, 2020DEFINITIONSAND EXEMPTIONS BACKGROUND/PROTECTIONS03COMPLAINT PROCESSHow are complaints filed and reviewed?04INVESTIGATIONMEDIATIONENFORCEMENTWho handles review and investigation of complaints? How are complaints reviewed and investigated?How is conciliation or mediation handled?How are conciliatory agreements enforced? If cannot be resolved or settled, what is the penalty for violation of the ordinance?Direction• Staff is seeking direction on any next steps• If Council would like staff to draft an ordinance, direction is needed on a model and key ordinance components• Depending on direction, resources may be required to staff and implement94 hrc.org/mei PTS FOR SEXUAL ORIENTATION PTS FOR GENDER IDENTITY FOR MORE INFORMATION ABOUT CITY SELECTION, CRITERIA OR THE MEI SCORING SYSTEM, PLEASE VISIT HRC.ORG/MEI. All cities rated were provided their scorecard in advance of publication and given the opportunity to submit revisions. For feedback regarding a particular city’s scorecard, please email mei@hrc.org. BONUS PTS for criteria not accessible to all cities at this time. + DENTON, TEXAS 1/2 2019 MUNICIPAL EQUALITY INDEX SCORECARD DENTON, TEXAS 2/2 2019 MUNICIPAL EQUALITY INDEX SCORECARD V. Leadership on LGBTQ Equality I. Non-Discrimination Laws II. Municipality as Employer This category evaluates whether discrimination on the basis of sexual orientation and gender identity is prohibited by the city, county, or state in areas of employment, housing, and public accommodations. By offering equivalent benefits and protections to LGBTQ employees, awarding contracts to fair-minded businesses, and taking steps to ensure an inclusive workplace, municipalities commit themselves to treating LGBTQ employees equally. STATE COUNTY MUNICIPAL AVAILABLE Employment 0 0 0 0 0 0 5 5 Housing 0 0 0 0 0 0 5 5 Public Accommodations 0 0 0 0 0 0 5 5 SCORE 0 out of 30 BONUS Single-Occupancy All-Gender Facilities +0 +0 +0 +2 BONUS Protects Youth from Conversion Therapy +0 +0 +0 +2 MUNICIPAL AVAILABLE Non-Discrimination in City Employment 7 7 7 7 Transgender-Inclusive Healthcare Benefits 0 6 City Contractor Non-Discrimination Ordinance 1 0 3 3 Inclusive Workplace 0 2 SCORE 15 out of 28 BONUS City Employee Domestic Partner Benefits +0 +1 III. Municipal Services This section assesses the efforts of the city to ensure LGBTQ constituents are included in city services and programs. This category measures the city leadership’s commitment to fully include the LGBTQ community and to advocate for full equality. COUNTY CITY AVAILABLE Human Rights Commission 0 5 5 NDO Enforcement by Human Rights Commission 0 0 2 LGBTQ Liaison in City Executive’s Office 5 5 SCORE 10 out of 12 BONUS Youth Bullying Prevention Policy for City Services BONUS City Provides Services to LGBTQ Youth +2 +2 BONUS City Provides Services to LGBTQ Homeless People +0 +2 BONUS City Provides Services to LGBTQ Elders +0 +2 BONUS City Provides Services HIV/AIDS Population +0 +2 BONUS City Provides Services to the Transgender Community +0 +2 MUNICIPAL AVAILABLE Leadership’s Public Position on LGBTQ Equality 4 5 Leadership’s Pro-Equality Legislative or Policy Efforts 2 3 SCORE 6 out of 8 BONUS Openly LGBTQ Elected or Appointed Municipal Leaders +0 +2 BONUS City Tests Limits of Restrictive State Law +0 +3 IV. Law Enforcement Fair enforcement of the law includes responsible reporting of hate crimes and engaging with the LGBTQ community in a thoughtful and respectful way. MUNICIPAL AVAILABLE LGBTQ Police Liaison or Task Force 10 10 Reported 2017 Hate Crimes Statistics to the FBI 12 12 SCORE 22 out of 22 TOTAL SCORE 53 + TOTAL BONUS 4 =Final Score 57 CANNOT EXCEED 100 +1 +1+1+1 95 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-1794,Version:1 AGENDA CAPTION Receive a report, hold a discussion and give staff direction regarding the creation of a Sustainability Advisory Committee to advise City Council on implementation of Simply Sustainable -A Framework for Denton's Future. City of Denton Printed on 10/9/2020Page 1 of 1 powered by Legistar™96 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Sustainability CM/ DCM/ ACM: Antonio Puente, Executive Manager of Utilities DATE: October 13, 2020 SUBJECT Receive a Report, hold a discussion and give staff direction regarding the creation of a Sustainability Advisory Committee to advise City Council on implementation of Simply Sustainable -A Framework for Denton's Future. BACKGROUND On September 1, 2020, the Denton City Council approved a resolution adopting Simply Sustainable- A Framework for Denton’s Future. The Framework includes the recommendation to create a Sustainability Advisory Committee to advise the City Council on planning efforts, policies, and initiatives identified during the implementation of the Framework. Staff has reviewed the enabling legislation, membership make up, terms and qualifications of advisory committees from several municipalities. Staff will present a draft committee charge, options for membership (appointees, qualifications, etc.) and term lengths. A comparison of other committees is included as Attachment 2 along with summaries and/or establishing documents. The recommended scope of the Committee is to advise City Council and city staff on the following areas related to implementation of the Sustainability Framework: • Sustainability • Air Quality and Greenhouse gas (GHG) Mitigation • Resiliency • Waste Reduction • Community Engagement RELATIONSHIP TO SUSTAINABILITY FRAMEWORK Focus Area 6: Education, Communication and Community Involvement Strategy 1: Evaluate opportunities for Advisory/Stakeholder Committees EXHIBITS 1. Agenda Information Sheet 2. Comparison summary and enabling legislation and/or Committee overview 3. Presentation Respectfully submitted: Katherine Barnett Sustainability Manager City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 97 98 99 100 101 102 103 104 105 106 107 108 109 110 111 112 113 114 115 116 117 118 119 120 121 LEGISTAR ID: 20-1794 10/13/2020 1 Sustainability Advisory Committee October 13, 2020 122 Today’s Presentation Seek direction regarding creation of Sustainability Advisory Committee ➢Duties/Charge ➢Membership (number and qualifications) ➢Term (staggered) LEGISTAR ID: 20-1794 10/13/2020 2 123 Background ➢Simply Sustainable Framework adopted September 1, 2020 included recommendation to create a Sustainability Advisory Committee to advise on implementation of Sustainability Framework ➢Staff reviewed other municipal citizen sustainability advisory committee charges and structures LEGISTAR ID: 20-1794 10/13/2020 3 124 Committee Review -Summary LEGISTAR ID: 20-1794 10/13/2020 4 City Members Qualifications/expertise Term Committee function Dallas Council Committee on Environment and Sustainability (ENVS) Advisory Committee 15 (10 Council Committee on Environment and Sustainability (ENVS), 5 staff) Full Council can nominate as well Yes –CECAP Sectors Building energy efficiency, Renewable energy, Multi-modal transportation, Zero waste, Water resource management, Ecosystem /green space conservation, Urban agriculture/food security, Air quality, Environmental advocacy, Environmental justice, Public health Ad- hoc Advise Council Committee on Environment and Sustainability (ENVS) on Environment, Sustainability and Comprehensive Environmental Climate Action Plan (CECAP) implementation Columbia, MO Mayor’s Task Force on Climate Action and Adaptation Planning 15 (council appointed) Yes, Three pillars of sustainability: economic prosperity, environmental integrity and social/cultural vibrancy 3 year Preparation of Climate Adaption and Action Plan/ Recommendations Greenhouse Gas reduction Asheville, NC Sustainability Advisory Committee on Energy and Environment (SACEE) 9 (council appointed) Yes –including but not limited to: Energy Management, local business, Real Estate/Construction, Social Environmental Justice 3 year Recommend policy: sustainable energy, waste reduction, sustainable economic development, and land use Durham City, Durham County, NC Environmental Affairs Board (joint board) 11 voting (city council/county commission appointed) 7 ex-officio Yes -vocations or professions (Law, Water Resources, Biological Sciences, Solid Waste, Energy, Air Resources, Public Health, Engineering, Public Policy, Education/ Communications) 3 year Generally, to advise City/County on Environmental Policy, Issues, Education, facilitate citizen participation in environmental matters Austin Joint Sustainability Committee 12 (selected by existing board) Member of another city board or commission NA Advise City Council on matters related to Conservation and Sustainability 125 Sustainability Advisory Committee –Duties/Charge Committee will advise City Council on implementation of Sustainability Framework ➢Provide annual report to City Council ➢Provide recommendations regarding the following: ➢Sustainability ➢Resiliency ➢Waste Reduction Programs ➢Community Engagement ➢Prioritization of goals and strategies LEGISTAR ID: 20-1794 10/13/2020 5 126 Sustainability Advisory Committee -Membership ➢Number of Members -7 members –(3-4 with experience in Framework focus areas) ➢Appointed by Council, consistent with other boards and commissions ➢Qualifications(in addition to rules consistent with appointment to City Boards, Commissions, Committees ➢Areas of expertise (3-4 members) from the following Framework areas: Water, Energy, Air Quality, Transportation, Waste, Land Use, Resiliency, Education/Engagement ➢Term 2 year-Staggered to start (3-1 year, 4-2 year) LEGISTAR ID: 20-1794 10/13/2020 6 127 Council Direction Seeking direction for Sustainability Advisory Committee formation ➢Charge –Advise on Sustainability Framework Implementation ➢Membership –7 members appointed by Council (3-4 w/ areas of expertise) ➢Term –2 years, staggered LEGISTAR ID: 20-1794 10/13/2020 7 128 Questions? Katherine Barnett Sustainability Manager Ext. 8202 Katherine.Barnett@cityofdenton.com LEGISTAR ID: 20-1794 10/13/2020 8 129 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-1476,Version:1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction regarding the Stoke Denton Entrepreneur Center, the associated lease and sublease agreements, and the management agreement with Hickory & Rail Ventures, LLC. City of Denton Printed on 10/9/2020Page 1 of 1 powered by Legistar™130 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Economic Development ACM/CFO: David Gaines DATE: October 13, 2020 SUBJECT Receive a report, hold a discussion, and give staff direction regarding the Stoke Denton Entrepreneur Center, the associated lease and sublease agreements, and the management agreement with Hickory & Rail Ventures, LLC. BACKGROUND Management Agreement/Sublease Alignment In Fall 2015, the City of Denton entered into a lease agreement (Exhibit 2) for a co-working space with Railyard Partners to provide ongoing support for the growing entrepreneurial, technology-focused, and start- up community in Denton. Subsequently, the City contracted with the Dallas Entrepreneur center (DEC) for the management of Stoke Denton, with Stoke Denton beginning operation in 2016. In 2017, the City terminated the agreement with DEC, issued an RFP for management services, and awarded a new management and sublease agreement to Hickory and Rail Ventures, LLC (HRV) for the management and operation of Stoke (Exhibit 4). While the original agreement with HRV was for one year, the agreement was later extended to align with the City’s lease agreement (Exhibit 5) with a termination date of February 28, 2021. With the management and sublease agreement nearing the end of its term, staff began discussions with HRV regarding the transition of Stoke and HRV’s intent to sign a new lease for the space. At this time, staff discovered an executed commencement letter (Exhibit 3) than had shifted the end date of the original lease between the City and Railyard Partners from February 28, 2021 to June 30, 2021. Based on documentation, the commencement letter was executed due to the space not being complete upon the original commencement date of the 5-year/60-month lease. The commencement letter allowed both parties to shift the commencement date and termination date of the lease to accommodate the delay in moving into the space and beginning operations. However, this change was not known to staff that developed the management agreement and sublease with HRV and thus the termination dates of the lease agreement and management/sublease agreement were not in alignment as intended. After reviewing relevant documents, staff found that it was the intent of Council in 2018 to have the management agreement/sublease expire in conjunction with the original lease agreement. In order to do this, staff is recommending Council consider an amendment to the management agreement and sublease with HRV to align the dates. This would extend the management agreement and sublease with HRV to June 30, 2021. Future of Stoke and Proposal from HRV In addition to the lease/sublease alignment, staff have also been discussing the long-term future of Stoke Denton with HRV. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 131 Since December 2018, Stoke has been under the operation and management of HRV. The management agreement required HRV do the following: • Operate the daily co-working space; • Host educational and networking opportunities for members and public; • Market and recruit to potential members; • Create and implement a mentor/advisor network; • Create and implement a funding and investor network; • Develop community partnerships with business, education, nonprofit and governmental communities; • Provide a monthly financial report to the City; • Maintain the financial capacity to successfully perform the services under the contract; • Make payments to the City ($1,000/mo for months 1-12, and $2,000/mo for months 3-26); • Pay the salary for an executive director, community coordinator, and marketing director; • Increase marketing costs; • Make certain capital improvements to the space; and • Provide monthly and annual reports to the City. Staff consistently meet with the representatives from Stoke and HRV to discuss programming and performance. HRV also provides monthly reports to City staff which detail their ongoing efforts. Based on discussions and the provision of regular reports, staff find that HRV is in compliance with the terms of the management agreement and sublease. In both 2018 and 2019, representatives from HRV presented their annual report to City Council (2019 Report provided as Exhibit 6). During these times, they indicated they wished to independently operate Stoke at the termination of the lease and management agreement. Staff had initiated discussions with HRV related to the transition to independent operations when the COVID-19 pandemic began. Subsequently, staff and HRV have been in discussions regarding a proposal for possibly continuation of support for Stoke Denton through a program agreement beyond June 2021. A copy of the proposal submitted by HRV is attached as Exhibit 7. In summary, the terms of the proposal are as follows: • City and HRV enter into a program agreement • HRV requests funding in the amount of $133,170 • One-year term (July 1, 2021 to June 30, 2022) • Key activities performed by HRV through Stoke will include: o Event Support: FlintConf, Big Ideas, Startup Crawl, Global Entrepreneurship Week o Program Support: Lunch + Learns, AccelerateHER incubator program, Coffee + Convos o Marketing Support: Blogs, press releases, podcasts, ebook, videos, social media o Ecosystem Support: Denton Innovation Group, Techmill, Denton Angels, entrepreneurial ecosystem map Staff have worked with HRV to discuss their proposal and align the request to match strategic goals of the City, such as increasing support of entrepreneurship, start-ups technology, and creativity, increasing high- wage or knowledge-based jobs, and increasing connections to venture capital or other investment resources. HRV has demonstrated that they can perform in these areas and wish to begin negotiations and development of a program agreement that provides they support they need and meets to goals of the City. Staff will present an overview of the proposal and discuss options related to the future of the Stoke Denton Entrepreneur Center and the relationship with HRV. 132 EXHIBITS 1. Agenda Information Sheet 2. Ord. 2015-300 Lease Agr. with Railyard Partners 3. Commencement Letter 4. Ord. 2017-371 Management & Sublease Agr. with HRV 5. Ord. 18-1846 Amendment to Management & Sublease Agr. With HRV 6. 2019 HRV/Stoke Annual Report 7. Proposal for Program Agreement from HRV 8. Presentation Respectfully Submitted, Jessica Rogers Director of Economic Development 133 sAlegal\our documents\ordinances\15\ordinance approving rail yard lease and incentive agreements updated 9-9-15.docx AN ORDINANCE OF THE CITY OF DENTON, TEXAS APPROVING AN ECONOMIC DEVELOPMENT AGREEMENT FOR AN INCENTIVE GRANT BETWEEN THE CITY OF DENTON AND RAIL YARD PARTNERS, LTD; AND A COMMERCIAL LEASE AGREEMENT BETWEEN THE CITY OF DENTON AND RAIL YARD PARTNERS, LTD. INVOLVING DEVELOPMENT AT THE PROPERTY LOCATED AT 608 EAST HICKORY STREET, DENTON, TEXAS, 76201; PROVIDING AUTHORITY FOR THE CITY MANAGER TO EXECUTE THE AGREEMENTS SUBJECT TO FINAL LANGUAGE APPROVAL BY THE CITY ATTORNEY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on September 16, 2014, the City of Denton adopted the 2014/15 Program of Services and Budget, including a line item for a technology recruitment initiative; and WHEREAS, on the 7th day of December, 2010, the City of Denton, Texas (the "City") established Tax Increment Reinvestment Zone (TIRZ) Number One (Downtown TIF) (Ordinance 2010-316) as authorized by Chapter 311 of the Texas Code (the "Act"); and WHEREAS, on the 5th day of August, 2014, the City of Denton, Texas amended the Tax Increment Reinvestment Zone Number One Project Plan to allow the City of Denton to utilize City -owned property located in a reinvestment zone to facilitate economic projects which the City and TIF Board deem appropriate and desirable. The City may acquire, lease, sell or otherwise transfer property to accomplish the public purpose of economic development that is consistent with the Project Plan; and WHEREAS, the City Council by this ordinance is establishing an economic development program under Chapter 380 which will stimulate business activity in the City and promote the public interest (the "Program"); and WHEREAS, to effectuate the Program, the City and Grantee have negotiated an Economic Development Agreement for an incentive grant (the "Grant Agreement"), a copy of which is attached hereto and made a part hereof by reference; and WHEREAS, to effectuate the Program, the City and Grantee have negotiated a Commercial Lease Agreement (the "Lease Agreement"), a copy of which is attached hereto and made a part hereof by reference; and WHEREAS, the City Council finds that the Program, the Grant Agreement, and the Lease Agreement promote economic development and will stimulate commercial activity within the City of Denton for the benefit of the public; NOW, THEREFORE; THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION_ 1. The recitals and findings contained in the preamble of this ordinance are incorporated into the body of this ordinance. 134 s:\Iegal\our documents\ordinances\15\ordinance approving rail yard lease and incentive agreements updated 9-9-15.docx SECTION 2. The City Manager, or his designee, is hereby authorized to execute the Grant Agreement on behalf of the City of Denton and to carry out the City's responsibilities and rights under the Grant Agreement, including without limitation the authorization to make the expenditures set forth in the Grant Agreement. SECTION 3. The City Manager, or his designee, is hereby authorized to execute the Lease Agreement on behalf of the City of Denton and to carry out the City's responsibilities and rights under the Lease Agreement, including without limitation the authorization to make the expenditures set forth in the Lease Agreement. SECTION 4. The City Manager, or his designee, is authorized to exercise the City of Denton's rights and duties as set forth in the Grant Agreement and the Lease Agreement. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the 1.5 day of 12015, C.HRYS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APP IED AS TO LEGAL FORM: ANI'IV BURGESS, CITY ATTORNEY BY: Page 2 135 ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT WITH IL YARD PARTNERS, LTD. This Economic Development Program Grant Agreement ("Agreement") is made and entered into as of the effective date provided for below, by RAIL YARD PARTNERS, LTD. (the "Grantee"), a Texas limited partnership, and the CITY OF DENTON (the "City"), a Texas municipal corporation, for the purposes and considerations stated below: WHEREAS, this Agreement is authorized by and made pursuant to the economic development program provisions of Chapter 380 of the Texas Local Government Code the "Act") to promote local economic development and to stimulate business and commercial activity in the City of Denton; and WHEREAS, Grantee is contemplating a catalyst transit -oriented development of that certain real property located at 608 East Hickory, Denton Texas, 76201, within the city limits of the City of Denton as more particularly described in Exhibit "A" attached hereto and made a part hereof by reference (the "Property"); and WHEREAS, the project will involve Grantee investing approximately $12 million in Denton, and is expected to provide co -working and incubator space for an economic development program focused on the creation of high-tech companies and jobs; and WHEREAS, on the 22th of January 2015, Grantee submitted an application for economic development incentives to the City concerning the contemplated use and development of the Property, which is on file in the City's Office of Economic Development, a copy of which is attached hereto and made a part hereof by reference as Exhibit "B", and WHEREAS, on the 14th of October 2014, the Economic Development Partnership Board considered and recommended a local incentive for Rail Yard Partners, Ltd., and on the 16th of January 2015, the Tax Increment Reinvestment Zone Number One ("TIRZ 1") Board of Directors recommended a local incentive for Rail Yard Partners, Ltd. in order to accomplish certain objectives stated within the Downtown TIF (TIRZ 1) Project Plan, a copy of which is attached hereto and made a part hereof by reference as Exhibit "C", and WHEREAS, the City Council finds that the contemplated use and development of the Property, the proposed improvements provided for herein and the other terms and conditions of this Agreement will promote economic development and will stimulate development activity within the City of Denton for the benefit of the public. NOW, THEREFORE, the City and Grantee for and in consideration of the Property and the promises contained herein do hereby contract, covenant and agree as follows: 136 I. CONDITIONS OF THE GRANT A. Grantee covenants and agrees with the City that the City's obligations under this Agreement are subject to the fulfillment of the Grantees' obligations under this Agreement, and Grantee (or through Related Parties) hereby agrees to perform and comply in all material respects to the terms, conditions, and provisions of this Agreement and in all other instruments and agreements between Grantee, Related Parties, and the City with respect to the financial or other incentives provided herein. In consideration of a Grant Agreement and subject to the Grantee meeting all the terms and conditions of the Grant as set forth herein, the City hereby grants the following: A grant (the "TIRZ Grant") equal to $76,000 annually, from the Tax Increment Reinvestment Zone Number One Fund, commencing on March 1, 2016 and paid annually on March 1St for five years, terminating on March 1, 2021. B. A condition of the TIRZ Grant is that the Commercial Lease Agreement between the City of Denton and Rail Yard Partners, LTD remains in effect for the term of the grants, a copy of which is attached hereto and made a part hereof by reference as Exhibit "D". C. The terms "Improvements" or "Contemplated Improvements" are defined as the construction, renovation and equipping of the Property including but not limited to 1) costs related to the development and improvement of the real estate, including, without limitation, construction costs and design and engineering costs; (2) tangible personal property located on or at the Property owned or controlled by Grantee, The kind and location of the Contemplated Improvements is more particularly described in the Incentive Application (the "Incentive Application") submitted by Grantee to the City on January 22, 2015. D. Upon approval by the City Council, the Grantee and the City shall have the right to renew or extend the term of the TIRZ Grant in the event that the Commercial Lease Agreement between the City and Rail Yard Partners, LTD is renewed or extended. II. GENERAL PROVISION In the event of any conflict between the City zoning ordinances, or other City ordinances or regulations, and this Agreement, such ordinances or regulations shall control, provided however the City shall not diminish the benefits to the Grantee under this Agreement through ordinances or regulations (whether now or hereafter in effect). 2 137 III. TERMS AND CONDITIONS OF GRANT A. Subject to the terms and conditions of this Agreement, the City hereby agrees to pay to Grantee: 1. Upon execution of Commercial Lease Agreement and occupancy of property by City of Denton, a grant totaling $76,000 annually for five years commencing March 1, 2016. B. Grantee shall have the right to protest and contest any or all appraisals or assessments by the Denton County Appraisal District for the Property, the Improvements or any other tangible personal property owned or controlled by Grantee and located on the Property. IV. RECORDS, AUDITS, AND EVALUATION OF PROJECT Grantee shall provide access and authorize inspection of the Property by authorized City employees and allow sufficient inspection of financial information to insure that the Improvements are made according to the specifications and conditions of this Agreement. Such inspections shall be done in a way that will not interfere with Grantee's business operations or reveal confidential or proprietary information. The City shall, on an annual basis, evaluate the Project to ensure compliance with this Agreement. Grantee shall provide information to the City on a form provided by the City for the evaluation. The information shall include, without limitation, an inventory listing the kind, number, and location of and the total investment value of all Improvements to the Property, including those Improvements installed, renovated, repaired or located on the Property. V. FAILURE TO MEET CONDITIONS In the event (i) Grantee or the Owner of the Property allow their ad valorem real property taxes owed to the City with respect to the Property, or ad valorem taxes owed to the City with respect to any tangible personal property owned or controlled by the Grantee and which is located on the Property to become delinquent and fails to timely and properly follow the legal procedures for protest and/or contest of any such ad valorem real property or tangible personal property taxes; or, (ii) any other material conditions of this Agreement are not substantially met by Grantee, then a "Condition Failure" shall be deemed to have occurred. It is understood that a Condition Failure shall not be deemed to occur merely because at a particular time it cannot be determined whether such condition has been or will be met, but shall occur only if at a particular time it can be determined that such condition will not be met after notice and reasonable 3 138 opportunity for Grantee to cure such failure. In the event that a Condition Failure occurs, the City shall give Grantee written notice of such Condition Failure and if the Condition Failure has not been cured or satisfied within ninety (90) days of said written notice, this Agreement may be terminated by the City; provided, however, that if such Condition Failure is not reasonably susceptible of cure or satisfaction within such ninety (90) day period and Grantee has commenced and is pursuing the cure or satisfaction of same, then after first advising the City of efforts to cure or satisfy same, Grantee may utilize such additional time as may be reasonably required to cure such Condition Failure, but not more than one hundred eighty (180) days, provided, however that the City may, in its discretion, authorize additional time in order to facilitate a cure of such Condition Failure. If a Condition Failure is not cured or satisfied after the expiration of the applicable notice and cure or satisfaction periods ("Condition Failure Default"), the City may, as the City's sole and exclusive remedies, (a) terminate any payment(s) due pursuant to Section A.1. or A.2. above, and (b) require that Grantee repay to the City an amount equal to fifty percent (50%) of such payments made in year of termination. Notwithstanding the foregoing, in no event shall Grantee be required to repay all or any portion of any payments made to Grantee pursuant to Section III A.1, or Section III A.2, above. VI. ASSIGNMENT Without the prior consent of the City, this Agreement and Grantee's rights and obligations hereunder may only be assigned to an affiliate of Grantee, and such assignment shall only be effective upon delivery of written notice of same to the City. Upon any assignment permitted in accordance with the terms of this Section VI, the assignee will be deemed the "Grantee" hereunder, such that any reference in this Agreement to "Grantee" or to "Rail Yard Partners, Ltd." shall be deemed to refer to such assignee. Consent of the City will not be unreasonably withheld. In the event that Grantee ceases to operate on the Property, this Agreement shall terminate and all obligations of the City, as set forth herein, shall terminate and be of no further force and effect. VII. NOTICE All notices called for or required by this Agreement shall be addressed to the following, or such other party or address as either party designated in writing, by certified mail postage prepaid or by hand delivery: COMPANY: Rail Yard Partners, Ltd. Orison Holdings, LLC, General Partner ATTN: Brandon Martino 525 S. Loop 288, Suite 105 Denton, TX 76205 4 139 CITY: City Manager City of Denton 215 E. McKinney Denton, Texas 76201 BOARD: Board of Directors of Reinvestment Zone Number One c/o City of Denton 215 E. McKinney Street Denton, Texas 76201 VIII. CITY COUNCIL AUTHORIZATION This Agreement is authorized by the City Council at its meeting on the 15 day of 2015, authorizing the City Manager to execute this Agreement on behalf of the City. IX. INTENTIONALLY OMITTED In the event any section, subsection, paragraph, sentence, or phrase is held invalid, illegal or unconstitutional, the balance of this Agreement shall stand, shall be enforceable and shall be read as if the parties intended at all times to delete said invalid, illegal or unconstitutional provision. X1. ESTOPPEL CERTIFICATE Any party hereto may request an estoppel certificate from another party hereto so long as the certificate is requested in connection with a bona fide business purpose. The certificate, which if requested will be addressed to Rail Yard Partners, Ltd. shall include, but not necessarily be limited to, statements that this Agreement is in full force and effect without default (or if default exists the nature of default and curative action, which should be undertaken to cure same), the remaining Term of this Agreement, the levels and remaining Term of the Annual Payments in effect, and such other matters reasonably requested by the party(ies) to receive the certificates. RAIL YARD PARTNERS, LTD. STANDING Grantee, as a party to this Agreement, shall be deemed a proper and necessary party in any litigation questioning or challenging the validity of this Agreement or any of Z 140 the underlying ordinances, resolutions, or City Council actions authorizing same and Grantee shall be entitled to intervene in said litigation. This Agreement shall be construed under the laws of the State of Texas. Venue for any action under this Agreement shall be the appropriate court serving Denton County, Texas. This Agreement is fully performable in Denton County, Texas. XIV. FORCE MAJEURE If, because of flood, fire, explosions, civil disturbances, strikes, war, acts of God, or other causes beyond the control of either Party, either Party is not able to perform any or all of its obligations under this Agreement, then the respective Party's obligations hereunder shall be suspended during such period but for no longer than such period of time when the party is unable to perform. XV. AMENDMENT This Agreement is the entire agreement of the parties and may only be modified by a written instrument executed by both parties. XVI. EFFECTIVE DATE This Agreement is effective as of the /5 day o 'A4"—, 1 -- 1 2015. CITY OF DENTON, TEXAS BY: GE6RG-ff C. CAMP -6-071,— CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: - "" 4Am j 6 141 APPROVED AS TO FORM: ANITA BURGESS, CITY ATTORNEY I BY: RAIL YARD PARTNERS, LTD. ORISON HOLDINGS, LLC, GENERAL PARTNER BY: _ Brandon Martino ITS: Managing Partner ACKNOWLEDGMENTS STATE OF TEXAS COUNTY OF DENTON The fo °doing conolnic Development Program Agreement was executed before me on the ay of 2015 by George C. Campbell, City Manager of the City of. Denton, `lryexas, a Texas municipal coiporatiora, on behalf of said numicipal corporation. I 7 JENNIFERE K. AL RS iia e: ARY PUGUC-STATZ, OF FE'v-s, I'a 'rc in and for the Ma s fi , a y° Mate TexasNOTARYIDIl17650of 7 142 STATE OF TEXAS COUNTY OF DENTON The foregoing Economic Development Program Agreemelit was executed before tic o i the LI day of 2015 by Nord(Df) , on behalf of said corporatioti. a 4 jName: 71 t r ( t IP A'f . h f4 Notary Public in and for the State of Texas 143 Axis Realty Group NORTH TEXAS COMMERCIAL ASSOCIATION OFREALTORSO COMMERCIAL LEASE AGREEMENT Rail Yard Partners, LTD and TABLE OFCONTENTS Article 1. Defined Terms 2. Lease and Term 3. Rent and Security Deposit 4. Taxes 5. Insurance and Indemnity 6. Use ofPremises 7. Property Condition, Maintenance, Repairs and Alterations 8. Damage orDestruction 9. Condemnation 10. Assignment and Subletting 11. Default and Remedies 12. Landlord's Contractual Lien 13. Protection of Lenders 14. Environmental Representations and Indemnity iS. Professional Service Fees 18. Miscellaneous and Additional Provisions Axis Realty Group, m7Centre Place Drive TX 76205 Phone: 940.891.2947 Fax: 940.891.2948 Alex Payne oityvroenmn 144 COMMERCIAL LEASE AGREEMENT Throughout this Lease, complete all blanks and check all boxes that apply. Blanks not completed and boxes not checked do not apply.] For good and valuable consideration, the parties to this Commercial Lease Agreement (the "Lease") agree as follows: ARTICLE ONE DEFINED TERMS As used in this Lease, the terms set forth in this Article One have the following meanings: 1.01 Effective Date: The last date beneath the signatures of Landlord and Tenant on this Lease. 1.02 Landlord: Rail Yard Partners, LTD Address: 525 S. Loop 288, Suite 105 Denton TX 76205 Telephone: (.940) 382-5000 Fax: Email: 1.03 Tenant: City of Denton Address: 215 E. McKinney street Denton TX 76201 Telephone: Fax: Email: 1.04 Premises [include Suite or Unit No., if applicable]: 608 E Hickory St, Ste 128 Denton TX 76201 A. Building Name, The Rail and B. Street address: 608 E. Hickory St, Ste 128 _ Denton, TX 76201 in Denton County, Texas. C. Legal description: The property on which the Premises are situated is described as:East Hickory Addition. Block A, Lots 1 and 2 and may be more particularly described on the attached Exhibit "A", Survey or Legal Description (the "Property"). The term "Property" includes the land described on Exhibit "A" and any improvements on the land (including the Premises). D. Floor Plan or Site Plan: Being a floor area of approximately 9216 square feet, or a land area of approximately square feet or approximately acres, and being more particularly shown in outline form on the attached Exhibit "B", Floor Plan or Site Plan. COMMERCIAL LEASE AGREEMENT - Page 2 NTCAR 2014 - Form No. 2 (3/2014) Produced with zlpFormO by zlpLoglx 18070 Fifteen Mlle Roed, Fraser, Michigan 48026 y vw.,._ Lrxslx.ccL, City of Dented 145 E. Tenant's Pro Rata Share: 32.532 %. 1.05 Term: 5 years and months beginning on March 1 , 2016 (the "Commencement Date") and ending on „Februa 2021 (the Expiration Date"). Unless the context requires otherwise, references in this Lease to the Term" include any renewal or extension of this Lease. [See Addendum "A", Renewal Options, if applicable]. 1.06 Base Rent: Base Rent is due and payable in monthly installments during the Term of this Lease as set forth in this Section. Base Rent and all other sums due or payable by Tenant to Landlord under this Lease are collectively referred to in this Lease as the "Rent." Base Rent Payment Schedule On or before the first day of each month during the Term of this Lease, Tenant shall pay monthly installments of Base Rent as follows: Dates Monthly Base Dent From March 1, 2016 .—to February 28, 2017 7,490.67 ; From March 1, 2017 to 02/28/2018 7,767.15 From March 1, 2018 to 02/28/2019 8,049 16 ; From 03/01/2019 to 02/28/20.20 8,336.81 ; From 03/01/2020 to February 28, 2021 8,630.21 From to Rent for any Renewal Term is determined pursuant to a separate Addendum, if applicable, and should not be set forth here.] 1.07 Percentage Rental Rate: %. [See Addendum "D", Percentage Rental and Gross Sales Reports, if applicable] 1.08 Security Deposit: $ 17,280. oo (due upon execution of this Lease). [See lection 3.O41 1.09 Expense Reimbursements: A. Tenant shall pay Landlord as additional Rent (or pay the charges directly to the service provider, if applicable) the following expenses (or a portion of the expenses, if applicable) (each an "Expense Reimbursement" and collectively the "Expense Reimbursements") that are incurred by or assessed against the Premises (as each of these terms is defined in this Lease) check all boxes that apply]: Real Estate Taxes; Insurance Premiums; Common Area Maintenance (CAM) Expenses; Operating Expenses; Roof and Structural Maintenance Expenses; Electricity; Cable; Gas; Internet Access; COMMERCIAL LEASE AGREEMENT - Page 3 ONTCAR 2014 — Form No. 2 (3/2014) Produced with z1pForm6 by zipLoglx 18070 Fifteen Mlle Road, Fraser, Michigan 48026 www.zib:Lv;omooCity of Denton 146 Water; Sewer; Telephone; Trash Removal; and All other Utilities. B. Expense Definitions. 1. Real Estate Taxes. "Real Estate Taxes" means all general real estate taxes, ad valorem taxes, general and special assessments, parking surcharges, rent taxes, and other similar governmental charges levied against or applicable to the Property for each calendar year. 2. Insurance Premiums. "Insurance Premiums" means all Landlord's insurance premiums attributable to the Property, including but not limited to insurance for fire, casualty, general liability, property damage, medical expenses, extended coverage, and loss of rents coverage for up to 12 months' Rent. 3. Common Area Maintenance Expenses. "Common Area Maintenance Expenses" or CAM Expenses" means all costs of maintenance, inspection and repairs of the Common Areas of the Property, including, but not limited to, those costs for security, lighting, painting, cleaning, decorations and fixtures, Utilities, ice and snow removal, trash disposal, project signs, roof repairs, pest control, project promotional expenses, property owners' association dues, wages and salary costs of maintenance personnel, and other expenses benefiting all the Property that may be incurred by Landlord, in its discretion, including sales taxes and a reasonable service charge for the administration thereof. The term "Common Areas" is defined as that part of the Property intended for the collective use of all tenants including, but not limited to, the parking areas, driveways, loading areas, landscaping, gutters and downspouts, plumbing, electrical systems, HVAC systems, roof, exterior walls, sidewalks, malls, promenades (enclosed or otherwise), meeting rooms, doors, windows, corridors and public rest rooms. CAM Expenses do not include the cost of capital improvements, the cost of management office equipment and furnishings, depreciation on Landlord's original investment, the cost of tenant improvements, real estate brokers' fees, advertising of space for lease, or interest or depreciation on capital investments. 4. Operating Expenses. "Operating Expenses" means all costs of ownership, building management, maintenance, repairs and operation of the Property, including but not limited to Fee( and t l FHaiHte. - , Real Estate Taxes, Insurance Premiums, CAM Expenses, reasonable management fees, wages and salary costs of building management personnel, overhead and operational costs of a management office, janitorial, Utilities, and professional services such as accounting and legal fees. Operating Expenses do not include the cost of capital improvements, the cost of management office equipment and furnishings, depreciation on Landlord's original investment, the cost of tenant improvements, real estate brokers' fees, advertising of space for lease, or interest or depreciation on capital investments. 5. Roof and Structural Maintenance Expenses. "Roof and Structural Maintenance Expenses means all costs of maintenance, repair and replacement of the roof, roof deck, flashings, skylights, foundation, floor slabs, structural components and the structural soundness of the building in general. 6. Utilities. "Utilities" means charges for electricity, cable, gas, Internet access, water, sewer, telephone, trash removal, and any other services that are commonly understood to be utilities, including connection charges. 7. Other Terms. Other terms that are not expressly defined are intended to have the meanings given those terms in common usage. COMMERCIAL LEASE AGREEMENT - Page 4 NTCAR 2014 — Form No. 2 (3/2014) Produced with zlpForm® by zlpLoglx 18070 Fifteen Mlle Road, Fraser, Michigan 48026 wY+ zl0i_oriirc 2m. City of Denton 147 C. Expense Reimbursement Limitations. The amount of Tenant's Expense Reimbursement will be determined by one of the following methods as described and defined below [check only one]: Base Year Adjustment; Expense Stop Adjustment; Pro Rata Adjustment; Fixed Amounts; or Net Lease. D. Expense Reimbursement Limitation Definitions. 1. Base Year Adjustment. If "Base Year Adjustment" has been checked above, Tenant shall pay to Landlord as additional Rent Tenant's Pro Rata Share of increases in the applicable expenses (those checked in Section 1.09.A. above) for the Property for any calendar year during the Term or during any Extension of this Lease, over such amounts paid by Landlord for the Base Year (the "Base Year"). 2. Expense Stop Adjustment. If "Expense Stop Adjustment" has been checked above, Tenant shall pay to Landlord as additional Rent Tenant's Pro Rata Share of increases in the applicable expenses (those checked in Section 109.A above), for the Property for any calendar year during the Term or during any Extension of this Lease, over per square foot of floor area (as set forth in Section 1.04D) per year. 3. Pro Rata Adjustment. If "Pro Rata Adjustment" has been checked above, Tenant shall pay to Landlord as additional Rent Tenant's Pro Rata Share of the total amount of the applicable expenses (those checked in Section 'I.09.A. above) for every calendar year during the Term and during any extension of this Lease. 4. Fixed Amounts. If "Fixed Amounts" has been checked above, Tenant shall pay to Landlord as additional Rent the following monthly amounts (regardless of whether they have been checked in Section 1.09A above) as Tenant's Expense Reimbursements to Landlord for the following expenses that are incurred by or assessed against the Property: Real Estate Taxes per month. Insurance Premiums per month. CAM Expenses per month. Operating Expenses per month. Roof & Structural Maintenance Expenses per month. Electricity per month. Cable per month. Gas per month. Internet Access per month. Water per month. Sewer per month. Telephone per month. Trash Removal per month. All Other Utilities per month. 5. Net Lease. If "Net Lease” has been checked above, then notwithstanding anything contained in this Lease to the contrary in Section 5.92, Article Seven or otherwise, Tenant shall be responsible for paying Tenant's Pro Rata Share of all costs of compliance with laws, ownership, maintenance, repairs, replacements, operation of the Premises, and operation of the Property, including but not limited to all costs of Real Estate Taxes, Insurance Premiums, Common Area Maintenance Expenses, Operating Expenses, Roof and Structural Maintenance Expenses, and all Utilities (regardless of whether they have been checked in Section 1.49,A. above). COMMERCIAL LEASE AGREEMENT - Page ONTCAR 2014 — Form No. 2 (3/2014) Produced with zipForm® by zlpLoglx 18070 Fifteen Mile Road, Fraser, Michigan 48026 City of Denton 148 E. First Payment. The Burn of the Monthly Base Bent for the first month of the Term for which. Base Rent is due (which may be later than the first month of the Term, it there is a free rent period), and the initial estimated monthly Expense Reimbursement payments (before adjustments) is set forth below. Upon the execution of this Lease, in addition to the Security Deposit, Tenant shall pay the first monthly payment in the sum of the amounts set forth below. Initial Monthly Base Rent 7,490.67 Real Estate Taxes Insurance Premiums CAM Expenses Operating Expenses 3.456.00 Roof & Structural Maintenance Expenses Electricity Cable Gas Internet Access Water Sewer Telephone Trash Removal All Other Utilities Total X0,946.67 Complete the amount of the first Base Rent payment to be due, as well as estimated amounts of any other monthly payments that start at the beginning of the Term of this Lease. Put N/A or strike through the rest. Any estimated amounts are subject to adjustment pursuant to other provisions of this Lease. If any expense payments are not due at the beginning of the Term, they may begin later in the Term pursuant to other provisions of this Lease.] F. Expense Reimbursement Payments. Tenant agrees to pay any end -of -year lump suln Expense Reimbursement within 30 days after receiving an invoice from Landlord. Any time during the Term, Landlord may direct Tenant to pay monthly an estimated portion of the projected future Expense Reimbursement amount. Any such payment directed by Landlord will be due and payable monthly on the same day that the Base Rent is due. Landlord may, at Landlord's option and to the extent allowed by applicable law, impose a Late Charge on any Expense Reimbursement payments that are not actually received by Landlord on or before the due date, in the amount and manner set forth in Section 3.03 of this Lease. Any Expense Reimbursements relating to partial calendar years will be prorated accordingly. If Tenant's Pro Rata Share is not expressed in Section 1.04.E of this Lease, then. Tenant's Pro Rata Share of such Expense Reimbursements will be based on the square footage of useable area contained in the Premises in proportion to the square footage of useable building area of the Property. Tenant may audit or examine those items of expense in Landlord's records that relate to Tenant's obligations under this Lease. Landlord shall promptly refund to Tenant any overpayment that is established by an audit or examination. If the audit or examination reveals an error of more than 5% over the figures billed to Tenant, Landlord shall pay the reasonable cost of the audit or examination. G. Gross -Up Provisions. [Check this only if applicable.] If the Property is a multi -tenant building and is not fully occupied during the Base Year or any portion of the Term, an adjustment will be made in computing the variable costs for the Base Year and each applicable calendar year of the Term. Variable costs will include only those items of expense that vary directly proportionately to the occupancy of the Property. Variable costs that are included in the CAM Expenses, Operating Expenses and Utilities will be increased proportionately to the amounts that, in Landlord's reasonable judgment, would have been incurred had 95% of the useable area of the Property been occupied during those years. COMMERCIAL LEASE AGREEMENT - Page NTCAR 2014 - Form No. 2 (3/2014) Produced with zipForm@ by zlpLoglx 18070 Fifteen Mlle Road, Fraser, Michigan 48026 www.r }l,_p ,vx;eop, { City of Denton 149 1.10 Permitted Use: office See Bection 6.01 1.11 Party to whom Tenant is to deliver payments under this Lease is the Landlord, unless one of the following boxes is checked, in which case Tenant shall deliver payments to: Principal Broker, or Other [Set forth name and address, if other than Landlord or Principal Broker]: 1.12 Principal Broker: Axis realty Cr , is acting as the agent for Landlord exclusively, unless one of the following boxes is checked, in which case Principal Broker is acting as: the agent for Tenant exclusively, or an intermediary. Principal Broker's Address: 1517 Centre Place Dr Denton TX 76205 Telephone: (940)891-2947 Fax: (940)891-2948 Email: alex@axisrealtv.biz 1.13 Cooperating Broker: , is acting as the agent for Tenant exclusively, unless one of the following boxes is checked, in which case Cooperating Broker is acting as: the agent for Landlord exclusively, or an intermediary. Cooperating Broker's Address: Telephone: Fax: Email: 1.14 The Professional Service Fee (the "Fee")- A. Fee"): A. The percentages applicable in Section 15,01 and Section 1.5,02 to leases will be -% of the Base Rent to Principal Broker and % of the Base Rent to Cooperating Broker. If the Fee is based on an amount per square foot, that amount is $ per square foot to Principal Broker and $ _ per square foot to Cooperating Broker. The Fee will be paid in the manner described in Subsection 15.01A (half on execution and half on the Commencement Date), unless this box is checked, in which case the Fee will be paid in the manner described in Subsection15,01 B (monthly). B. The percentages applicable in Section 15.03 in the event of a sale will be % to Principal Broker and % to Cooperating Broker. 1.15 Disclosure of Dual Capacity as Broker and Principal. [Complete if applicable] A. is a licensed Texas real estate broker and is acting in a dual capacity as broker for Landlord and as a principal in this transaction, as he or she may be Landlord (or one of the owners of Landlord). B. is a licensed Texas real estate broker and is acting in a dual capacity as broker for Tenant and as a principal in this transaction, as he or she may be Tenant (or one of the owners of Tenant). 1.16 Exhibits and Addenda. Any exhibit or addendum attached to this Lease (as indicated by the boxes checked below) is incorporated as a part of this Lease. Any term not specifically defined in an Addendum will have the same meaning given to it in the body of this Lease. Exhibit "A" Survey and/or Legal Description of the Property Exhibit "B" Floor Plan and/or Site Plan Exhibit "C" Information About Brokerage Services Exhibit "D" Other Grant Aqreement COMMERCIAL LEASE AGREEMENT - Page 7 @NTCAR 2014 - Form No. 2 (3/2014) Produced with zlpFormG by zlpLoglx 18070 Fifteen We Road, Fraser, Mlchigen 48026 CityCity ofDenton 150 Addendum "A" Renewal Options Addendum "B" Construction of Improvements by Landlord Addendum "C" Construction of Improvements by Tenant Addendum "D" Percentage Rental and Gross Sales Reports Addendum "E" Right of First Refusal for Additional Space Addendum "F" Guaranty Addendum "G" Rules and Regulations Addendum "H" Rooftop Lease Addendum "I" Parking Addendum "J" Additional Provisions Addendum Addendum "K" Other work Letter ARTICLE TWO LEASE AND TERM 2.01 Lease of Premises for Term. Landlord leases the Premises to Tenant and Tenant leases the Premises from Landlord for the Term stated in Section 1,_05. The Commencement Date is the date specified in Section 1.05, unless advanced or delayed under any provision of this Lease. 2.02 Delays in Commencement. Landlord will not be liable to Tenant if Landlord does not deliver possession of the Premises to Tenant on the Commencement Date specified in Section 1.05 above. Landlord's non-delivery of possession of the Premises to Tenant on the Commencement Date will not affect this Lease or the obligations of Tenant under this Lease. However, the Commencement Date will be delayed until possession of the Premises is delivered to Tenant. The Term will be extended for a period equal to the delay in delivery of possession of the Premises to Tenant, plus the number of days necessary for the Term to expire on the last day of a month. If Landlord does not deliver possession of the Premises to Tenant within 60 days after the Commencement Date specified in Section 1.05, Tenant may cancel this Lease by giving a written notice to Landlord at any time after the 60 -day period ends, but before Landlord actually delivers possession of the Premises to Tenant. If Tenant gives such notice, this Lease will be canceled effective as of the date of its execution, any prepaid amounts will be reimbursed to Tenant, and no party will have any rights or obligations under this Lease. If Tenant does not give such notice within the time specified, Tenant will have no right to cancel this Lease, and the Term will commence upon the delivery of possession of the Premises to Tenant. If delivery of possession of the Premises to Tenant is delayed, Landlord and Tenant shall, upon such delivery, execute an amendment to this Lease setting forth the revised Commencement Date and Expiration Date of the Term. 2.03 Early Occupancy. If Tenant occupies the Premises before the Commencement Date, Tenant's occupancy of the Premises will be subject to all of the provisions of this Lease. Early occupancy of the Premises will not advance the Expiration Date. Unless otherwise provided in this Lease, Tenant shall pay Base Rent and all other charges specified in this Lease for the period of occupancy. 2.04 Holding Over. Tenant shall vacate the Premises immediately upon the expiration of the Term or earlier termination of this Lease. Tenant shall reimburse Landlord for and indemnify Landlord against all damages incurred by Landlord as a result of any delay by Tenant in vacating the Premises. If Tenant does not vacate the Premises upon the expiration of the Term or earlier termination of this Lease, Tenant's occupancy of the Premises will be a day-to-day tenancy, subject to all of the terms of this Lease, except that the Base Rent during the holdover period will be increased to an amount that is one -and -one-half (11/2) times the Base Rent in effect on the expiration or termination of this Lease, computed on a daily basis for each day of the holdover period, plus all additional sums due under this Lease. This Section will not be construed as Landlord's consent for Tenant to hold over or to extend this Lease. COMMERCIAL LEASE, AGREEMENT - Page ONTCAR 2014 — Form No. 2 (3/2014) Produced with zlpForm@ by zipLoglx 18070 Fifteen Mlle Road, Fraser, Michigan 48026 ?0V_..Z 1_s4x:.eont. City of Denton 151 ARTICLE THREE RENT AND SECURITY DEPOSIT 3.01 Manner of Payment. Tenant shall pay the Rent to Landlord at the address set forth in Section 1.02, unless another person is designated in Section_ 1.11„ or to any rather party or address Landlord may designate in any written notice delivered to Tenant. Landlord may designate, in a written notice delivered to Tenant, the party authorized to receive Dent and act on behalf of Landlord to enforce this Lease.. Any such authorization will remain in effect until it is revoked by Landlord in a subsequent written notice delivered to Tenant. Any payments made to a third party designated by Landlord will be deemed made to Landlord when received by the designated third party. All sums payable by Tenant under this Lease, whether or not expressly denominated as Rent, will constitute rent for the purposes of Section 502tb)(l of the Bankruptcy Code and for all other purposes. 3.02 Time of Payment. Upon execution of this Lease, Tenant shall pay the installment of Base Rent for the first month of the Term for which Base Rent is due (which may be later than the first month of the Terris, if there is a free rent period). On or before the first day of the next month and each month thereafter, the installment of Base Rent and other sums due under this Lease will be due and payable, in advance, without off -set, deduction or prior demand. Tenant shall cause payments to be properly mailed or otherwise delivered so as to be actually received (and not merely deposited in the mall) by Landlord (or the party identified in Section 1.11 „ or any other third party designated by Landlord) on or before the due elate. If the Terra commences or ends on a day other than tine first or last day of a calendar month, the rent for any partial calendar month following the Commencement gate or preceding the end of the Term will be prorated. Tenant shall pay any such prorated portion for a partial calendar month at the beginning of the Terris on the Commencement Date. Tenant shall pay any such prorated portion for a partial calendar month at the end of the Terris on the first day of that calendar month. 3.03 Late Charges. Tenant's failure to promptly pay sums due under this Lease may cause Landlord to incur unanticipated costs. The exact amount of those costs is impractical or extremely difficult to ascertain. The costs may include, but are not limited to, processing and accounting charges and late charges that may be imposed on Landlord by any ground lease or deed of trust encumbering the Premises. Payments due to Landlord under this Lease are not an extension of credit. Therefore, if any payment under this Lease is not actually received on or before the due date (and not merely deposited in the mail), Landtord may, at Landlord's option and to the extent allowed by applicable law, impose a Late Charge on any late payments in an amount equal to 10% of the amount of the past due payment (the "Late Charge") after the payment is more than five days past due. A Late Charge may be irnposed only once an each past due payment. Any Later Charge will be in addition to Landlord's other remedies for nonpayment of Rent. If any check tendered by Tenant under this Lease is dishonored for any reason, Tenant shall pay to Landlord a dishonored check fee of $30.00, plus (at Landlord's option) a Late Charge as provided above until Gonad Funds (defined below) are received by Landlord. The parties agree that any Late Charge and dishonored check fee represent a fair and reasonable estimate of the costs Landlord will incur by reason of the late payment or dishonored check, If there are any Late Charges„ dishonored check fees, installments of Base Rent, and any other unpaid charges or reimbursements due to Landlord, then Landlord may apply any payments received from Tenant to any amounts due in any order Landlord may choose. Notwithstanding the foregoing, Landlord will not impose a Late Charge as to the first late payment in any calendar year,. unless Tenant fails to pay the late payment to Landlord within three business days after the delivery of a written notice from Landlord to Tenant demanding the late payment be paid. However, Landlord may impose a Late Charge without advance notice to Tenant on any subsequent late payment in the same calendar year. 3.04 Security Deposit. Upon execution of this Lease, in addition to the installment of Base Rent due under Section 3,02, and in addition to any other amounts that are due from Tenant upon the execution of this Lease, Tenant shall deliver to Landlord a Security Deposit in the amount stated in Section 1.08. Landlord may apply all or part of the Security Deposit to any unpaid Rent, and damages and charges for which Tenant is legally liable under this Lease, and damages and charges that result from a breach of this Lease, including but not limited to, the cost to cure Tenant's failure to comply with Section 7.05 and any other provision that requires Tenant to leave the Premises in a certain condition upon the expiration or termination of this Lease. If Landlord uses any part of the Security Deposit, Tenant shall COMMERCIAL_ LEASE_ AGREEMENT - Page 9 NTCAR 2014 — Form No. 2 (3/2014) Produced with zlpForm® by zlpLoglx 18070 Fifteen Mile Road, Fraser, Michigan 48026www _Lcjfxparta City of Denton 152 restore the 'Security Deposit to its full amount within 10 days after Landlord's written demand. Tenant's failure to restore the full amount of the Security Deposit within the gime specified will be a default under this Lease. No interest will be paid on the Security Deposit. Landlord will not be required to keep the Security Deposit separate from its other accounts, and no trust relationship is created with respect to the Security Deposit. After the expiration of this Lease, Landlord shall refund the unused portion of the Security Deposit, if any, to Tenant within 00 days after the date Tenant surrenders possession of the Premises and provides a written notice to Landlord of Tenant's forwarding address for the purpose of refunding the Security Deposit. The provisions of this Section will survive the expiration or termination of this Lease. 3.05 Good Funds Payments. If any two or more payments by check from Tenant to Landlord for Bent are dishonored and returned unpaid, thereafter Landlord may, at Landl'ord's option, by the delivery of a written notice to Tenant, require that all future payments of Rent for the remaining Term of this Lease must be made by cash, certified check, cashier's check, official bank check, money order, wire transfer or automatic electronic funds transfer ("Goad funds") and that the delivery of Tenant's personal or corporate check will no longer constitute payment of Rent under this Lease. Any acceptance by Landlord of a payment for Rent by Tenant's personal or corporate check thereafter willnotbeconstruedasawaiverofLandlord's right to insist upon payment by Good Funds as set forth in this Section. ARTICLE FOUR TAXES 4.01 Payment by Landlord. Landlord shall pay the real estate taxes on the Premises during the Term, subject to reimbursement by Tenant pursuant to any other provision in this Lease. 4.02 Improvements by Tenant. If the real estate taxes levied against the Premises for the year in which the Term commences are increased as a result of any additions or improvements made by Tenant, or by Landlord at Tenant's request, Tenant shall pay to Landlord upon demand the amount of the increase and continue to pay the increase during the Term. Landlord shall use reasonable efforts to obtain from the tax assessor a written statement of the amount of the increase due to such additions or improvements. 4.03 Joint Assessment. If the real estate taxes are assessed against the Premises jointly with other property that is not part of the Premises, the real estate taxes applicable to the Premises will be equal to the amount bearing the same proportion to the aggregate assessment that the total square feet of building area in the Premises bears to the total square feet of building area included in the jointassessment. If there are no improvements on the Property or the other property, then land area will be used instead of building area for the calculation of the proportional assessment. If there are improvements on one of the jointly assessed properties but not on the other property, then the calculation of the proportional assessment must be dune in a reasonable manner. 4.04 Personal Property Taxes. Tenant shall pay all taxes assessed against trade fixtures, furnishings, equipment, inventory, products, or any other personal property belonging to Tenant. Tenant shall use reasonable efforts to have Tenant's property taxed separately from the Premises. If any of Tenant's property is taxed with the Premises, Tenant shall pay the taxes for Tenant's propertytoLandlordwithin15daysafterTenantreceivesawrittenstatementfromLandlordfortheproperty taxes. 4.05 Waiver of Right to Protest Taxes. Unless otherwise provided in this Lease: (i) Landlord retains the right to protest the tax assessment of the Properly, and Tenant waives the right to protest and (ii) Tenant waives Landlord's obligation to provide Tenant with a notice of the tax valuation of the Property. ARTICLE FIVE INSURANCE AND INDEMNITY 5.01 Property Insurance. During the Term, Landlord shall maintain insurance policies covering damage to the Premises in an amount or percentage of replacement value as Landlord deems reasonable in relation to the age, location, type of construction and physical condition of the Premises COMMERCIAL LEASE AGREEMENT - Page 10 NTCAR 2014 — Form No. 2 (3/2014) Produced with zlpForm® by zlpLoglx 18070 Fifteen We Road, Fraser, Michigan 48026 4; ww rlo4.volx:.;.0_nr. City of Denton 153 and the availability of insurance at reasonable rates. The policies will provide protection against risksandcausesoflossthatLandlordreasonablydeemsnecessary. Landlord may, at Landlord's option, obtain insurance coverage for Tenant's fixtures, equipment and improvements in or on the Premises. Promptly after the receipt of a written request frorn Tenant, Landlord shall provide a certificate of insurance showing the insurance coverage then in effect. Tenant shall, at Tenant's expense, obtain and maintain insurance on Tenant's fixtures, equipment and improvements in or on the Premises as Tenant reasonably deems necessary to protect Tenant's interest. Any property insurance carried byLandlordorTenantwillbeforthesolebenefitofthepartycarryingtheinsuranceandunderitssole control. 5.02 Increases in Premiums. Tenant shall not conduct or permit any operation or activity, or store or use any materials, in or around the Premises that would cause suspension or cancellation of any insurance policy carried by Landlord. If Tenant's use or occupancy of the Premises causes Landlord's insurance premiums to increase, then Tenant shall pay to Landlord, as additional Rent, the amount of the increase within 10 days after Landlord delivers written evidence of the increase to Tenant. 5.03 Liability Insurance. During the Term, Tenant shall maintain a commercial general liability insurance policy, at Tenant's expense, insuring Tenant against liability arising out of the use or occupancy of the Premises, and naming Landlord as an additional insured. The initial amounts of the insurance must be at least $1,000,000 or, if the following blank is completed $ for Each Occurrence, $2,000,000 or, if the following blank is completed $ General Aggregate per policy year, and $10,000 for Medical Expense. If Tenant's liability insurance coverage is less than $5,000,000, and if this box is checked, then Tenant must also maintain a commercial liability umbrella policy in amount to provide a combination of liability insurance coverage to equal a 5,000,000 total limit. The coverage amounts will be subject to periodic increases as Landlord may reasonably determine from time to time. The amounts of the insurance will not limit Tenant's liability or relieve Tenant of any obligation under this Lease. The policies must contain cross -liability endorsements and must insure Tenant's performance of the indemnity provisions of Section 5.04. The policies must contain a provision that prohibits cancellation or modification of the policy except upon 30 days' prior written notice to Landlord. Tenant shall deliver a copy of the policy or Certificate of insurance to Landlord before the Commencement Date and before the expiration of the policy during the Term. If Tenant fails to maintain the policy, Landlord may elect to maintain the insurance at Tenant's expense. 5.04 Indemnity. Landlord will not be liable to Tenant or to Tenant's employees, agents, invitees or visitors, or to any other person, for any injury to persons or damage to property on or about the Premises or any adjacent area owned by Landlord caused by the negligence or misconduct of Tenant, Tenant's employees, subtenants, agents, licensees or concessionaires or any other person entering the Premises under express or implied invitation of Tenant, or arising out of the use of the Premises by Tenant and the conduct of Tenant's business, or arising Out of any breach or default by Tenant in the performance of Tenant's obligations under this Lease. Tenant will not be liable for any injury or damage caused by the negligence or misconduct of Landlord, or Landlord's employees or agents, and Landlord agrees to indemnify and hold Tenant harmless from any loss, expense or damage arising out of such damage or injury. 5.05 Waiver of Subrogation. Each party to this Lease waives any and every claim that arises or may arise in its favor against the other party during the Term of this Lease for any and all loss of, or damage to, any of its property located within or upon, or constituting a part of, the Premises, to the extent the loss or damage is covered by and recoverable under valid and collectible insurance policies. These mutual waivers are in addition to, and not in limitation or derogation of, any other waiver or release contained in this Lease with respect to any loss of, or damage to, property of the parties. Inasmuch as these mutual waivers will preclude the assignment of any such claim by way of subrogation to an insurance company (or any other person), each party agrees to immediately dive to each insurance company that has issued an insurance policy to such party written notice of the terms of such mutual waivers, and to cause the policies to be endorsed to prevent the invalidation of the insurance coverage by reason of these waivers. COMMERCIAL LEASE AGREEMENT - Page 11 ONTCAR 2014 — Form No. 2 (3/2014) Produced wlth zipForm® by zlpLogix 18070 Fifteen Mlle Road, Fraser, Michlgan 48026 WW%,m.itaL0(Jlx. gVM City of Denton 154 ARTICLE SIX USE OF PREMISES 6.01 Permitted Use. Tenant May use the Premises only for the Permitted Use stated in Section-1,1 Tenant acknowledges tha , (I) the current use of the Promises or the improvements located on the Premises, or both, may not coniorm to city ordinances or restrictive covenants with respect to thepermitteduse, zoning, height limitations, setback reefuirernerils, minimum parking requirements, coverage ratio of improvements to land area, and other matters that may have a significant impact upon (lie Tenant's intended use of the Premises; (ll) Tenant has independently investigated and verified to Tenant's satislaction the extent of, any limitations or non-conforming uses of the Premises; and (III) Tenant Is not relying upon, any representations of Landlord or the Brokers with respect to any such matters. for A tIckv)oLP I 1-C S + 1S 1 Vt4-e-n,)' G I rd 6.02 Compliance with taws. Tenant shall comply with all governmental laws, ordinances and a.-•/ t regulations applicable to the use of the Premises, and will promptly comply with all governmental a-Sordersanddirectivesforthecorrection, prevention and abatement of nuisances and other activities in or upon, or connected wills the Premises, all at T'enant's sole expense, including any expense or cost L h resulting from the construction or installation of fixtures and improvements or other accommodationlot, handicapped or disabled persons required for compliance with governmental laws and regulations, cek6r, including but not limited to the Texas Architectural Farriers Act (the "TABA") and the Americans with Disabilities Act (the "AOA"). To the extent any alterations to the Premises are required by the TABA, the ADA or other applicable laws or regulations, Tenant shall boar the expense of the alterations. To b rtheextentanyalterationstoareasofthePropertyoutsidetftePromisesarorequiredbytheTABA, theAOAorotherapplicabletawsorregulations (for "patfi of travel" requirements or otherwise), Landlord shall bear the expense of the alterations. 1 6.0 eCertificateofOccupancy. If required, Tenant shall apply for Certificate of Occupancy from tits municipality in which the Property is located before the Cornmencernent irate, and obtain a Certificate `-1 , of Occupancy before Tenant occupies the Premises. If Tenant Is unable to etl taln a Cerlitic€tta of Occupancy after making an application and diligently pursuing it, then Tenant may terminate thisLeasebydeliveringawrittennoticetoLandlord, unless either Landlord or Tenant is willing and able tocurethedefectsthatpreventedtheissuanceoftheCertificateofOccupancy, Either Landlord or Tenant may cure any such defects, at their own expense, including any repairs, replacements, orinstallationsofanyitemsthatarenotpresentlyexistingonthePromises, but neither of them have anyobligationtodoso (unless another provision of this Leaser states otherwise), If Tenant delivers a written termination notice to Landlord tinder this Section, and then any defects are cured and aCertificateofOccupancyIsissuedwithin15daysafterTenantdelivered' the notice, then this Lease will remain in force. If this Lease is terminated because Landlord and Tenant cannot gel a Certificate of Occupancy, then Landlord will return to Tenant any prepaid rent and any Security Deposit, and rife,` y,y parties will have no further obligations under this Lease, References in this Lease to a "Certificate of ..w Occupancy" mean a Certificate of Occupancy sufficient to allow the Tenant to occupy the Premises for the Permitted Use, 6.04 Signs. Without the prior written consent of Landlord, Tenant may not place any signs, ornaments or ratter objects on the Premises or the Property, including but not limited to the roof orexteriorofthebuildingorotherimprovementsontheProperly, or paint or otherwise decorate ordefacetheexteriorofthebuildingorotherimprovementsontheProperty. Any signs installed byTenantmustconformtoapplicabletaws, deed restrictions, and other applicable requirements, Tenantmustremoveallsigns, decorations and ornaments at tale expiration or termination of this Lease, and roust repair any damage and close any holes caused by Installation or removal. 6.05 Utility Services. Unless otherwise provided in this Lease, Tenant shall pay the cost of all Utilities used for the Premises, and the cost of replacing light bulbs and tunes, Unless otherwise required by law, Landlord is the party entitled to designate utility and telecommunication serviceproviderstothePropertyandthePremises. Landlord trim", at Landlord's option, allow Tenant to select the provider, If Tenant selects the provider, any access or alterations to the Property or thePremisesnecessaryfortheUtilitiesmaybemadeonlywithLandlord's prior consent, which Landlord will not unreasonably withhold or delay. If landlord Incurs any utility or connection charges that C fvtNtER IAL LEASE AGREEMENT - Page 12 GNTCAR 2014 -- Form No. 2 ( 120 14) - - P+oduced with zlpF®rtn8 by zlpL091X 18070 Flttaen Mue ftad, Fraser, MlcKtian,18026 r1E3it5Esl_ 'I,S.Its City ofDenton 155 Tenant is responsible to pay and Landlord pays the charges, Tenant shall reimburse Landlord immediately upon receipt of a written notice from Landlord stating the amount of the charges. 6.06 Landlord's Access. Landlord and Landlord's agents will have the right to, upon reasonable advance notice, and without unreasonably interfering with Tenant's business, enter the Premises: (a) to inspect the general condition and state of repair of the Premises, (b) to make repairs required or permitted under this Lease, (c) to show the Premises or the Property to any prospective tenant or purchaser, and (d) for any other reasonable purpose. If Tenant changes the locks on the Premises, Tenant must provide Landlord with a copy of each separate key upon Landlord's request. During the last 150 days of the Term, Landlord and Landlord's agents may erect signs on or about the Premises advertising the Premises for lease or for sale. 6.07 Possession. If Tenant pays the Rent, properly maintains the Premises, and complies with all other terms of this Lease, Tenant may occupy and enjoy the Premises for the full Term, subject to the provisions of this Lease. 6.08 Exemptions from Liability. Landlord will not be liable for any damage to the business (including any loss of income), goods, inventory, furnishings, fixtures, equipment, merchandise or other property of Tenant, Tenant's employees, invitees or customers, or for any injury to Tenant or Tenant's employees, invitees, customers or any other person in or about the Premises, whether the damage or injury is caused by or results from: (a) fire, steam, electricity, water, gas or wind; (b) the breakage, leakage, obstruction or other defects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures or any other cause; (c) conditions arising on or about the Premises or other portions of the Property, or from other sources or places; or (d) any act or omission of any other occupant of the Property. The provisions of this Section will not, however, exempt Landlord from liability for Landlord's gross negligence or willful misconduct. ARTICLE SEVEN PROPERTY CONDITION, MAINTENANCE, REPAIRS AND ALTERATIONS 7.01 Property Condition. Except as disclosed in writing by Landlord to Tenant before the execution of this Lease, to the best of Landlord's actual knowledge: (i) the Premises have no known latent structural or construction defects of a material nature; and (ii) none of the improvements to the Premises have been constructed with materials known to be a potential health hazard to occupants of the Premises. Unless otherwise expressly set forth in this Lease, Landlord represents that on the Commencement Date (and for a period of 30 days thereafter): (a) the fixtures and equipment serving the Premises are in good operating condition, including the plumbing, electrical and lighting systems, any fire protection sprinkler system, the HVAC (defined below) systems and equipment, the roof, skylights, doors, overhead doors, windows, dock levelers and elevators; and (b) the interior of the Premises is in good condition. Tenant will have a period of 30 days after the Commencement Date to inspect the Premises and notify Landlord in writing of any defects and maintenance, repairs or replacements required to the above named fixtures, equipment and interior. Within a reasonable period of time after the timely receipt of any such written notice from Tenant, Landlord shall, at Landlord's expense, correct the defects and perform the maintenance, repairs and replacements. 7.02 Acceptance of Premises. Tenant has inspected, or has had an opportunity to inspect, the Premises, before the execution of this Lease. Tenant has determined that the Premises may be used for the Permitted Use. Subject to the provisions in Section7.01_, and any other express obligations of Landlord in this Lease to construct any improvements, make repairs, or correct defects, Tenant agrees to accept the Premises in "AS IS" condition and with all faults (other than latent defects). To the extent permitted by applicable law, Tenant waives any implied warranties of Landlord as to the quality or condition of the Premises or the Property, or as to the fitness or suitability of the Premises or the Property for any particular use. 7.03 Maintenance and Repairs. Landlord will not be required to perform any maintenance or repairs, or management services, in the Premises, except as otherwise provided in this Lease. Tenant will be fully responsible, at Tenant's expense, for all maintenance and repairs, and management services, other than those that are expressly set forth in this Lease as Landlord's responsibility. COMMERCIAL LEASE AGREEMENT - Page 13 NTCAR 2014 — Form No. 2 (3/2014) Produced with zlpForrnG by zlpLoglx 18070 Fifteen We Road, Fraser, Michigan 48026 w,4w,ZIoLOCJIX.cofn. City of Denton 156 A. Landlord's Obligations. 1) Subject to the provisions of Article Eight (Damage or Destruction) and Article-- Nine Condemnation) and except for damage caused by any act or omission of Tenant, Landlord shall keep the roof, skylights, foundation, structural components and the structural portions of exteriorwallsof 'the Premises in good order, condition and repair. Landlord will not be obligated to maintain or repair windows, doors, overhead doors, plate glass or the surfaces of walls. In addition, Landlord will not be obligated to make any repairs under this Section until a reasonable time after receipt of written notice from Tenant of the need for repairs. If any repairs are required to be made by Landlord, Tenant shall, at Tenant's sole cost and expense, promptly remove Tenant's furnishings, fixtures, inventory, equipment and other property, to the extent required to enable Landlord to make repairs. Landlord's liability under this Section will be limited to the cost of those repairs or corrections. Tenant waives the benefit of any present or future law that might give Tenant the right to repair the Premises at Landlord's expense or to terminate this Lease because of the condition. 2) All repairs, maintenance, management and other services to be performed by Landlord or Landlord's agents involve the exercise of professional judgment by service providers, and Tenant expressly waives any claims against Landlord for breach of warranty arising from the performance of those services. B. Tenant's Obligations, Subject to the provisions of Section_7.01, Section 7.03A, Article Ft ht Damage or Destruction) and Article Ninq (Condemnation), Tenant shall, at all times, keep all other portions of the Premises in good order, condition and repair (except for normal wear and tear), including, but not limited to, maintenance, repairs and all necessary replacements of the windows, plate glass, doors, overhead doors, HVAC equipment, electrical and lighting systems,. fire protection sprinkler system, dock levelers, elevators, interior and exterior plumbing, the interior and exterior of the Premises in general, pest control and extermination„ dowry spouts, gutters, paving, railroad siding, care of landscaping and regular mowing of grass. In addition, Tenant shall, at Tenant's expense, repair any damage to any portion of the Property, including the roof, skylights, foundation, or structural components and exterior walls of the Premises, caused by Tenant's acts or omissions. If Tenant fails to maintain and repair the Property as required by this Section, Landlord may, on 10 days' prior written notice, enter the Premises andperformthemaintenanceorrepaironbehalfofTenant, except that no notice is required in case of emergency, and Tenant shall reimburse Landlord immediately upon demand for all costs incurred in performing the maintenance or repair, plus a reasonable service charge. C. HVAC Service. This Section pertains to the heating, ventilation and air-conditioning ("HVAC") systems and equipment that service the Premises. [Check one box only.] 1) Landlord is obligated to provide the HVAC services to the Premises only during the operating hours of the Property (as described below). 2) Landlord will provide the HVAC services to the Premises during the operating hours of the Property (as described below) for no additional charge and will, at Tenant's request, provide HVAC services to the Premises during other hours for an additional charge of per hour. Tenant will pay Landlord the charges under this paragraph promptly after receipt of Landlord's invoice. Dourly charges are charged on a half-hour basis. Any partial hour will be rounded uta to the next half hour. Tenant will comply with Landlord's procedures to make a request to provide the additional HVAC services in advance. 3) Tenant will pay for the HVAC services under this Lease. For any HVAC system that services only the Premises, Tenant shall, at Tenant's own cost and expense, enter into a regularly scheduled preventative maintenance and service contract for all such HVAC systems and equipment during the Term. If Tenant fails to enter into such a service contract acceptable to Landlord, Landlord may do so on Tenant's behalf and Tenant agrees to pay Landlord the cost and expense thereof, plus a reasonable service charge, periodically upon demand. COMMERCIAL LEASE AGREEMENT - Page 1 ONTCAR 2014 — Form No. 2 (3/2014) Produced with zipFormO by zlpLoglx 18070 Fifteen Mlle Road, Fraser, Michigan 48026 wNw.. J ,L x.cnsn. City ofDenton 157 D. Operating Hours of the Property. The operating hours of the Property are the times reasonably determined by Landlord unless they are specified here. [specify the operating hours of the Property including the days of the week, and whether Saturdays, Sundays and holidays are included]: 24 hours -per day, 7 days per geek are permitted E. Cleaning. Tenant must keep the Premises clean and sanitary and promptly dispose of all trash in appropriate receptacles. Tenant will provide, at Tenant's expense, janitorial services to the Premises, unless this box is checked, in which case Landlord will provide janitorial services to the Premises that are customary for the property type. Tenant will maintain, at Tenant's expense, any grease trap on the Property that Tenant uses, including but not limited to periodic emptying and cleaning, as well as making any modification to the grease trap that may be necessary to comply with any applicable law. 7.04 Alterations, Additions and Improvements. Tenant may not create any openings in the roof or exterior walls without the prior written consent of Landlord. Tenant may not make any alterations, additions or improvements to the Premises ("Alterations") without the prior written consent of Landlord. However, Tenant is not required to obtain the Landlord's prior written consent for non-structural Alterations that do not cost more than $5,000 and that do not modify or affect the roof, plumbing, HVAC systems or electrical systems. Consent for non-structural Alterations in excess of 5,000 or that modify or affect plumbing, HVAC systems or electrical systems will not be unreasonably withheld, conditioned or delayed by Landlord. Tenant may erect or install trade fixtures, shelves, bins, machinery, HVAC systems, and refrigeration equipment, provided that Tenant complies with all applicable governmental laws, ordinances, codes, and regulations. At the expiration or termination of this Lease, Tenant may, subject to the restrictions of Section 7.05, remove items installed by Tenant, provided Tenant is not in default at the time of the removal and Tenant repairs, in a good and workmanlike manner, any damage caused by the installation or removal. Tenant shall pay for all costs incurred or arising out of Alterations and will not permit any mechanic's or materialman's lien to be filed against the Premises or the Property. Upon request by Landlord, Tenant shall deliver to Landlord proof of payment, reasonably satisfactory to Landlord, of all costs incurred in connection with any Alterations. 7.05 Condition upon Termination. Upon the expiration or termination of this Lease, Tenant shall surrender the Premises to Landlord broom clean and in the same condition as received, except for normal wear and tear and any damage caused by a casualty that Tenant is not otherwise obligated to repair under any provision of this Lease. Tenant will not be obligated to repair any damage that Landlord is required to repair under Article Seven (Property Condition) or Article Eieht (Damage or Destruction). In addition, Landlord may require Tenant to remove any Alterations before the expiration or termination of this Lease and to restore the Premises to their prior condition, all at Tenant's expense. However, Tenant will not be required to remove any Alterations that were made with Landlord's consent or that were otherwise permitted under the terms of this Lease. All Alterations that Tenant does not remove will become Landlord's property upon the expiration or termination of this Lease. In no event may Tenant remove any of the following items without Landlord's prior written consent: (i) electrical wiring or power panels; (ii) lighting or lighting fixtures; (iii) wall coverings, drapes, blinds or other window coverings; (iv) carpets or other floor coverings; (v) HVAC equipment; (vi) plumbing equipment; (vii) fencing or gates; or (viii) any fixtures, equipment or other items that, if removed, would affect the operation or the appearance of the Property. However, Tenant may remove Tenant's trade fixtures, equipment used in Tenant's business, and personal property. The provisions of this Section will survive the expiration or termination of this Lease. COMMERCIAL LEASE AGREEMENT - Page 15 ONTCAR 2014 - Form No. 2 (3/2014) Produced with zlpForm® by zlpLoglx 18070 Fifteen Mlle Road, Fraser, Michigan 48026 w. 'nLcoix,o[arri. City of Denton 158 ARTICLE EIGHT DAMAGE ORDESTRUCTION 8.01 Notice. U any buildings or other improvements situated on the Property are damaged or destroyed by fire, Uood, wYndstorm, tornado orother casualty, Tenant shall immediately give written notice ofthe damage ordestruction VoLandlord. 8.02 Partial Damage. If the Premises are damaged by fire, tornado or other casualty, and rebuilding and repairs can be completed within 120 days after the date Landlord receives written notification from Tenant of the occurrence of the damage, then this Lease will not terminate, but Landlord shall proceed with reasonable diligence to rebuild and repair the Promises (other than leasehold improvements made by Tenant or any assignee, subtenant or other occupant of the Promises) to substantially the condition they were in before the damage. To the extent the Premises cannot be occupied (in wholeorinpart) after the casualty, the Rent payable under this Lease during the period the Premises cannot be fully occupied will be adjusted equitably. If the casualty occurs during the last 18 months of the Term, Landlord will not be required to rebuild or repair the damage unless Tenant exercises Tenant's renewal option (if any) within 15 days after the date Landlord receives written notification of the occurrence of the damage. If the casualty occurs during the last 18 months of the Term and Tenant does not so exercise Tenant's renewal option, or ifthereisnorenewaloptioninthisLease, Landlord may, at Landlord's option, terminate this Lease by delivering a written termination notice to Tenant, in which case the Rent will be abated for the unexpired portion of the Term, effective on the date Landlord received written notification of the 8.03 Substantial or Total Destruction. If the Premises are substantially or totally destroyed by firej tornado, or other casualty, or so damaged that rebuilding and repairs cannot reasonably be completed within 120 days after the date Landlord receives written notification from Tenant of the occurrence of the damage, either Landlord or Tenant may terminate this Lease by promptly delivering a written termination notice to the other party, in which event the monthly installments of Rent will be abated for the unexpired portion of the Term, effective on the date of the damage or destruction, If neither party promptly terminates this Lease, Landlord shall proceed with reasonable diligence to rebuild and repair the Premises (except that Tenant shall rebuild and repair Tenant's fixtures and improvements in the Premises). To the exten ' I the Premises cannot be occupied (in whole or in part) after the casualty, the Rent payable under this Lease during the period the Premises cannot be fully occupied will be adjusted equitably. ARTICLE NINE CONDEMNATION If, during the Term, all orasubstantial part of the Premises are taken for any publicorquasi-public use under any governmental |mw, ordinance or regulation right of eminent domain, ,or any conveyed to the condemning authority under threat of condemnationthis Lease will terminate and the monthly installments of Rent will be abated during the unexpired portion of the Term, effective on the date of the taking. If less than a substantial part of the Premises is taken for public or quasi -public use under any governmental law, ordinance or regulation, or by right of eminent clornaln, or is conveyed to the condemning authority under threat of condemnation, Landlord shall promptly, at Landlord's expense, restore and reconstruct the Premises (other than leasehold improvements made by Tenant or any assignee, subtenant or other occupant of the Premises) in order to make the Premises reasonably suitable for the Permitted Use. The Rent payable under this Lease during tile unexpired portion of the Term will be adjusted equitably. If there is a taking of the Property that has a material, adverse effect on the operation of Tonant's business in the Premises, then the Rent will be adjusted equitably. Landlord and Tenant will each be entitled to receive and retain such separate awards and portions of lump sum awards as may be allocated to their respective interests in any condemnation proceeding. The termination of this Lease will not affect the rights of the parties to those awards. COMMERCIAL LEASE AGREEMENT - Page 16 Produced with mpForrnG by zipLog*`8070 Fifteen Mile Road, Fraser, Michigan 46026 X,&=q City of Denton 159 ARTICLE TEN ASSIGNMENT AND SUBLETTING Tenant may not assign this Lease or sublet the Premises or any portion thereof, without the prior written consent of Landlord, which consent will not be unreasonably withheld or delayed. Any assignment or subletting will be expressly subject to all terms and provisions of this Lease, including the provisions of Section 6,01 pertaining to the use of the Premises. In the event of any assignment or subletting, Tenant will remain fully liable for the full performance of all of Tenant's obligations under this Lease. Tenant may riot assign Tenant's rights under this Lease or sublet the Premises without first obtaining a written agreement from the assignee or sublessee whereby the assignee or sublessee agrees to assume the obligations of Tenant under this Lease and to be bound by the terms of this Lease. If a Default occurs while the Premises is assigned or sublet, Landlord may, at Landlord's option, in addition to any other remedies provided in this Lease or by law, collect directly from the assignee or subtenant all rents becoming due under the terms of the assignment or subletting and apply the rents against any suras due to Landlord under this Lease. No direct collection by Landlord frown any assignee or subtenant will release Tenant from Tenant's obligations under this Lease. ARTICLE ELEVEN DEFAULT AND REMEDIES 11.01 Default. Each of the following events is a default under this Lease (a "Default"): A. Failure of Tenant to pay any installment of the Rent or other sum payable to Landlord under this Lease on the date that it is due, and the continuance of that failure for a period of five days after Landlord delivers written notice of the failure to Tenant. This clause will not be construed to permit or allow a delay in paying Rent beyond the due date and will not affect Landlord's right to impose a Late Charge as permitted in Section 3.03; B. Failure of Tenant to comply with any term, condition or covenant of this Lease, other than the payment of Rent or other sum of money, and the continuance of that failure for a period of 30 days after Landlord delivers written notice of the failure to Tenant; C. Failure of Tenant or any guarantor of Tenant's obligations under this Lease to pay its debts as they become due or an admission in writing of inability to pay its debts, or the making of a general assignment for the benefit of creditors; D. The commencement by Tenant or any guarantor of Tenant's obligations under this Lease of any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property; E. The commencement of any case, proceeding or other action against Tenant or any guarantor of Tenant's obligations under this Lease seeking to have an order for relief entered against it as debtor, or seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property, and Tenant or any guarantor: (1) fails to obtain a dismissal of such case, proceeding, or other action within 00 days of its commencement; or (ii) converts the case from one chapter of the Federal Bankruptcy Code to another chapter; or (iii) is the subject of an order of relief that is not fully stayed within seven business days after the entry thereof; and F. Vacancy or abandonment by Tenant of any substantial portion of the Premises or cessation of the use of the Premises for the purpose leased, and the continuance of that vacancy, COMMERCIAL LEAN~ AGREEMENT - Page 17 ONTCAR 2014 — Form No. 2 (3/2014) Produced with zlpForm® by zlpLoglx 18070 Fllteen We Road, Fraser, Mlchlgan 48026 K.h&gwx.eoRrt. City of Denton 160 abandonment or cessation for a period of 30 days after Landlord delivers a written notice to Tenant. 11.02 Remedies. Upon the occurrence of any Default listed in Section 11.01, Landlord may pursue any one or more of the following remedies without any prior notice or demand. A. Landlord may terminate this Lease, in which event Tenant shall immediately surrender the Premises to Landlord. If Tenant fails to surrender the Premises, Landlord may, without prejudice to any other remedy that Landlord may have for possession of the Premises or Rent in arrears, enter upon and take possession of the Premises and expel Tenant and any other person who may be occupying the Premises or any part thereof, without being liable for any claim for damages due to the termination of this Lease or termination of possession. Tenant shall pay to Landlord on demand the amount of all Rent and loss and damage Landlord may suffer by reason of the termination or inability to relet the Premises up to the date of termination, in addition to any other liabilities that survive the termination of this Lease. B. Landlord may enter upon and take possession of the Premises, without terminating this Lease and without being liable for any claim for damages due to termination of possession, and expel Tenant and any other person who may be occupying the Premises or any part thereof. Landlord may relet the Premises and receive rent from the new occupant. Tenant agrees to pay to Landlord monthly, or on demand from time to time, any deficiency that may arise by reason of any such reletting. In determining the amount of the deficiency, professional service fees, reasonable attorneys' fees, court costs, remodeling expenses and other costs of reletting will be subtracted from the amount of rent received from the new occupant. C. Landlord may enter upon the Premises, without terminating this Lease and without being liable for any claire for damages due to such entry, and do whatever Tenant is obligated todounderthetermsofthisLease. Tenant agrees to pay Landlord on demand for expenses that Landlord Incurs in performing Tenant's obligations under this Lease,. together with interest thereon at the rate of 12% per annum from the date spent until paid. D. Landlord may sue Tenant for damages for breach of this Lease after Tenant's Default and abandonment of the Premises, or after Landlord terminates Tenant's possession and Tenant vacates the Premises, in which case the measure of damages is the sum of: (i) the unpaid Rent up to the date of the abandonment or vacancy, plus (ii) the difference between the Rent for the remainder of the Term after abandonment or vacancy, and the fair market rental value of this Lease for the remainder of the Term after abandonment or vacancy, such difference to be discounted to present value at a rate equal to the rate of interest that is allowed by law in the State of Texas when the parties to a contract have not agreed on any particular rate of interest (or, in the absence of such law, at the rate of 6% per annum). Neither the enforcement or collection by Landlord of those amounts nor the payment by Tenant of those amounts will constitute a waiver by Landlord of any breach, existing or in the future, of any of the terms or provisions of this Lease by Tenant or a waiver of any rights or remedies that the Landlord may have with respect to any breach. E. In addition to the foregoing remedies, Landlord may change or modify the locks on the Premises if Tenant fails to pay the Rent when due. Landlord will not be obligated to provide another key to Tenant or allow Tenant to regain entry to the Premises unless and until Tenant pays Landlord all Rent that is delinquent. Tenant agrees that Landlord will not be liable for any damages resulting to the Tenant from the lockout. When Landlord changes or modifies the locks, Landlord or Landlord's agent shall post a written notice in accordance with Section 03.002 of the Texas Property Code, or its successor statute. Tenant may be subject to legal liability if Tenant or Tenant's representative tampers with any lock after the locks have been changed or modified. F. No re-entry or taking possession of the Premises by Landlord will be construed as an election to terminate this Lease, unless a written notice of that intention is given to Tenant. Notwithstanding any re-entry, taking possession or reletting, Landlord may, at any time COMMERCIAL LEASE_ AGREEMENT - Page 18 NTCAR 2014 — Form No. 2 (3/2014) Produced with zlpForm® by zlpLoglx 18070 Fifteen Mlle Road, Fraser, Michigan 48026 32rrL wx.c»ti`t»trr City of Denton 161 thereafter, elect to terminate this Lease for a previous Default. Pursuit of any of the foregoing remedies will not preclude pursuit of any other remedies provided by law, nor will pursuit of any remedy provided in this Lease constitute a forfeiture or waiver of any Rent due to Landlord under this Lease or of any damages accruing to Landlord by reason of the violation of any of the provisions in this Lease. Failure of Landlord to declare any Default immediately upon its occurrence, or failure to enforce one or more of Landlord's remedies, or forbearance by Landlord to enforce one or more of Landlord's remedies upon a Default, will not be deemed to constitute a waiver of any of Landlord's remedies for any Default. Pursuit of any one of the remedies will not preclude pursuit by Landlord of any of the other remedies provided in this Lease. The loss or damage that Landlord may suffer by reason of a Default by Tenant under this Lease, or the deficiency from any reletting, will include the expense of taking possession and any repairs performed by Landlord after a Default by Tenant. If Landlord terminates this Lease at any time for any Default, in addition to other Landlord's remedies, Landlord may recover from Tenant all damages Landlord may incur by reason of the Default, including the cost of recovering the Premises and the Rent then remaining unpaid. G. Nothing in this Lease will be construed as imposing any duty upon Landlord to relet thePremises. Landlord will have no duty to mitigate Landlord's damages except as required by applicable law. Any duty imposed by law on Landlord to mitigate damages after a Default by Tenant will be satisfied if Landlord undertakes to lease the Premises to another tenant (a Substitute Tenant") in accordance with the following criteria: 1) Landlord will have no obligation to solicit or entertain negotiations with any other prospective tenant for the Premises until Landlord obtains full possession of the Premises including, without limitation, the final and unappealable legal right to relet the Premises free of any claim of Tenant; 2) Landlord will not be obligated to lease or show the Premises on a priority basis, or offer the Premises to a prospective tenant when other space in the Property suitable for the prospective tenant's use is (or soon will be) available; 3) Landlord will not be obligated to lease the Premises to a Substitute Tenant for an amount less than the current fair market rent then prevailing for similar uses in comparable buildings in the same market area as the Property, nor will Landlord be obligated to eater into a new lease under other terms and conditions that are unacceptable to Landlord under Landlord's then current leasing policies for comparable space in the Property; 4) Landlord will not be obligated to enter into a lease with a Substitute Tenant whose use would: i) violate any restriction, covenant, or requirement contained in the lease of another tenant of the Property; ii) adversely affect the reputation of the Property; or iii) be incompatible with other uses of the Property. 5) Landlord will not be obligated to enter into a lease with a Substitute Tenant that does not have, in Landlord's reasonable opinion, sufficient financial resources to pay the Rent under the new lease and operate the Premises in a first class manner; and 6) Landlord will not be required to spend any amount of money to alter, remodel, or otherwise make the Premises suitable for use by a proposed Substitute Tenant unless: i) Tenant pays any such sum to Landlord in advance of Landlord's execution of a lease with the Substitute Tenant (which payment will not be in lieu of any damages or other sums to which Landlord may be entitled as a result of Tenant's Default under this Lease); or COMMERCIALIAL LEASE AGREEMENT - Page 19 NTCAR 2014 — Form No. 2 (3/2014) Produced with zipForm® by zlpLogix 18070 Fifteen Mlle Road, Fraser, Michigan 48026 ,wWW,.?,,h) ark{;.: City of Denton 162 ii) Landlord, in Landlord's reasonable discretion, determines that any such expenditure is financially justified in connection with entering into a lease with the Substitute Tenant. H. No right or remedy of Landlord is intended to be exclusive of any other right or remedy, and each and every right and remedy will be cumulative and in addition to any other right or remedy now or hereafter existing under this Lease, at law, in equity or by statute. Landlord will not be liable for any damages resulting to Tenant from any right or remedy exercised by Landlord, regardless of the cause, even if it is caused by the sole, joint or concurrent negligence of Landlord. 11.03 Notice of Default. Tenant shall give written notice of any failure by Landlord to perform any of Landlord's obligations under this Lease to Landlord and to any ground lessor, mortgagee or beneficiary under any deed of trust encumbering the Premises whose name and address have been furnished to Tenant in writing. Landlord will not be in default under this Lease unless Landlord (or the ground lessor, mortgagee or beneficiary) fails to cure the nonperformance within 30 days after receipt of Tenant's notice. However, if the nonperformance reasonably requires more than 30 days to cure, Landlord will not be in default if the cure is commenced within the 30 -day period and is thereafter diligently pursued to completion. 11.04 Limitation of Landlord's Liability. As used in this Lease, the term "Landlord" means only the current owner or owners of the fee title to the Premises, or the leasehold estate under a ground lease of the Premises, at the time in question. Each Landlord is obligated to perform the obligations of Landlord under this Lease only during the time such Landlord owns such title or estate. Any Landlord who transfers its title, estate or other interest is relieved of all liability with respect to the obligations of Landlord under this Lease accruing on or after the date of the transfer, and Tenant agrees to recognize the transferee as Landlord under this Lease. However, each Landlord shall deliver to its transferee the Security Deposit held by Landlord, to the extent the Security Deposit has not then been applied under the terms of this Lease. ARTICLE TWELVE LANDLORD'S CONTRACTUAL LIEN In addition to the statutory Landlord's lien, Tenant hereby grants to Landlord a security interest to secure payment of all Rent and other sums of money becoming due under this Lease from Tenant, upon all inventory, goods, wares, equipment, fixtures, furniture and all other personal property of Tenant situated in or on the Premises, together with the proceeds from the sale thereof. Tenant may not remove such property without the consent of Landlord until all Rent in arrears and other sums then due to Landlord under this Lease have been paid. Upon the occurrence of a Default, Landlord may, in addition to any other remedies provided in this Lease or by law, enter upon the Premises and take possession of any and all goods, wares, equipment, fixtures, furniture and other personal property of Tenant situated in or on the Premises without liability for trespass or conversion, and sell the property at public or private sales, with or without having the property at the sale, after giving Tenant reasonable notice of the time and place of any such sale. Unless otherwise required by law, notice to Tenant of the sale will be deemed sufficient if given in the manner prescribed in this Lease at least 10 days before the time of the sale. Any public sale made under this Article will be deemed to have been conducted in a commercially reasonable manner if held on the Premises or where the property is located, after the time, place and method of sale and a general description of the types of property to be sold have been advertised in a daily newspaper published in the county where the Promises is located for five consecutive days before the date of the sale. Landlord or its assigns may purchase at a public sale and, unless prohibited by law, at a private sale. The proceeds from any disposition pursuant to this Article, less any and all expenses connected with the taking of possession, holding and selling of the property (including reasonable attorneys' fees and expenses), will be applied as a credit against the indebtedness secured by the security interest granted in this Article. Any surplus will be paid to Tenant or as otherwise required by law, and Tenant shall promptly pay any deficiencies. Landlord is authorized to file a financing statement to perfect the security interest of Landlord in the aforementioned property and proceeds thereof under the provisions of the Texas Business and Commerce Code in effect in the State of Texas. Provided Tenant is not in default under any of the COMMERCIAL LEASE AGREEMENT - Page 20 @NTCAR 2014 — Form No. 2 (3/2014) Produced with zipFormO by zipLoglx 18070 Fifteen Mile Road, Fraser, Michigan 46026 www -1qLg jx.— m City of Denton 163 terms of this Lease, upon written request by Tenant, Landlord shall deliver a written subordination of Landlord's statutory and contractual liens to any liens and security interests securing any institutional third party financing of Tenant. Landlord shall not unreasonably withhold or delay the delivery of Landlord's written subordination. ARTICLE THIRTEEN PROTECTION OF LENDERS 13.01 Subordination and Attornment. Landlord may subordinate this Lease to any future ground Lease, need of trust or mortgage encumbering the Premises, and advances made on the security thereof and any renewals, modifications, consolidations, replacements or extensions thereof, whenever made or recorded. Landlord's right to subordinate is subject to Landlord providing Tenant with a written Subordination, lion -disturbance and Attornment Agreement from the ground lessor, beneficiary or mortgagee wherein Tenant's right to peaceable possession of the Premises during the Terra will not be disturbed it Tenant pays the Rent and performs all of Tenant's obligations under this Lease and is not otherwise in default, in which case Tenant shall attorn to the transferee of or successor to Landlord's interest in the Premises and recognize the transferee or successor as Landlord under this Lease. Tenant's rights under this Lease are subordinate to any existing ground lease, deed of trust or mortgage encumbering the Premises. However, if any ground lessor, beneficiary or mortgagee elects to have this Lease be superior to its ground lease, Gleed of trust or mortgage and gives Tenant written notice thereof, then this Lease will be deemed superior to the ground lease, deed of trust or mortgage whether this Lease is dated prior or subsequent to the date of the ground lease, deed of trust or mortgage or the date of recording thereof. 13.02 Signing of Documents. Tenant shall sign and deliver any document that may be requested to evidence any attornment or subordination, or any agreement to attorn or subordinate, as long as the document is consistent with the provisions of Section 13.01. If Tenant fails to do so within 10 days after a written request, Tenant hereby irrevocably appoints Landlord as Tenant's attorney-in-fact to execute and deliver the attornment or subordination document. 13.03 Estoppel Certificates. A. Upon Landlord's written request, Tenant shall execute and deliver to Landlord a written statement (an "Estoppel Certificate") certifying: 1) whether Tenant is an assignee or subtenant; 2) the Expiration Date of this Lease; 3) the number of renewal options under this Lease, if any, and the total period of time covered by the renewal options; 4) that none of the terms or provisions of this Lease have been changed since the original execution of this Lease, except as shown on any attached amendments or modifications; 5) that no default exists under the terms of this Lease by either Landlord or Tenant; 6) that Tenant has no claim against Landlord under this Lease and has no defense or right of offset against collection of Rent or other charges accruing under this Lease; 7) the amount and payment date of the last payment of Rent, the period of time covered by that payment, and the amount of any rental payments made in advance; 8) the amount of any Security Deposit and other deposits, if any; and 9) the identity and address of any guarantor of this Lease. Tenant shall deliver the statement to Landlord within 10 days after Landlord's request. Landlord may forward any such statement to any prospective purchaser or lender of the Premises. The purchaser or lender may rely conclusively upon the statement as true and correct. B. If Tenant does not deliver the Estoppel Certificate to Landlord within the 10 -day period, Landlord, and any prospective purchaser or lender, may conclusively presume and rely upon the following facts: (1) that the terms and provisions of this Lease have not been COMMERCIAL_ LEASE AGREEMENT - Page 21 ONTCAR 2014 — Form No. 2 (3/2014) Produced with zlpForm@ by zlpL.ogix 18070 Fifteen Mlle Road, Fraser, Michigan 48026 Vy zlol_x74x.Cmm City of Denton 164 changed except as otherwise represented by Landlord, (2) that this Lease has not been terminated except as otherwise represented by Landlord; (3) that not more than one monthly installment of Base Bent and other charges have been paid in advance; (4) therearenoclaimsagainstLandlordnoranydefensesorrightsofoffsetagainstcollectionofBent{ and (b) that Landlord is not In default under this Lease. In such event, Tarrant will be estopped from denying the truth of the presumed facts. C. Also, if Tenant does not deliver the Estoppel Certificate to Landlord within the 10 -day period, Landlord may deliver a written notice to Tenant stating that Tenant, must deliver anEstoppelCertificateunderthisSectionwithinfivedaysafterTenantreceivesthenotice. If Tenant does not deliver an Estoppel Certificate to Landlord within live clays after Tenant receives the notice, then Tenant's failure to deliver an Estoppel Certificate will constitute a Default under lhis Lease, notwithstanding any longer period of time under action 1 t 01 that Tenant would otherwise be allowed to cure a failure before the failure would become a Default. r s ..,_...._-.:. S ,rte...,.,„.. . . O!'J4 .. h IIS:. #s• - - .+ zwu, ;xr,r...,.3.ec,..a. ,..,,.—;r .,.. __ _._ .. .._. rt . A 14.01 Tenant's Compliance with Environmental Laws. Tenant at Tenant's expense, shall cornplywithalllaws, rules, orders, ordinances, direct€ons, regulations and requirements of f=ederal, State, county and municipal authorities pertaining to Tenant's use of the Property and with the recordedcovenants, conditions and restrictions, regardless of when they become effective, including, without limitation, all applicable Federal, State and local laws, regulations or ordinances pertaining to air and water quality, Hazardous Materials (as defined in ,erection 1 05), waste disposal, air emissions andotherenvironmentalmatters, all zoning and other land use matters, and with any direction of anypublicofficerorofficers, pursuant to law, which impose any duty upon Landlord or Tenant with respect to the use or occupancy of the Property. 14.02 Tenant's Indemnification. Tenant shall not cause or permit any Hazardous Materials to be brought upon, kept or used in or about the Property by Tenant, or Tenant's employees, eefqFfHAe mthout the prior written consent of Landlord. If the presence of Hazardous Materials on the Property caused or permitted by Tenant results in contamination of the Property of then LTby) r Tenant shall indemnify, defend and hold Landlord harmless from any lents, damages, penalties, fines, costs, liabilities or losses (including„ without limitation, diminution in value of the Property, darnages for the loss or restriction ori use of rentable or unusable space or of anyamenityorappurtenanceoftheProperty, damages arising from any adverse impact on remarketing ofbuildingspaceorlandarea, sums paid in settlement of claims, reasonable attorneys' tees, court costs, consultant fees and expert fees) that arise during or after the Term as a result of the contamination. This 'indemnification of Landlord by Tenant includes, without lirnitalmon, costs incurred in connection D with any investigation of site conditions or any clean-up, remedial worm, removal or restoratiomm workrriguiredbyanyFederal, State or local government agency because of Hazardous Materials prosent inthmsoilorgroundwateronorundertiesProperty. Without limiting the foregoing,. if the presence of any Hazaedou , Ma ri;afs e K,- —.-e efmkted by results in ny oontammraation d tkae Property, Tenant shall promptly take all actions at Tenant's sole expense asarenecessarytoreturnliesPropertytotheconditionexistingpriortotheintroductionofanysuchHazardousMaterials, provided that Landlord's approval of such actions is first obtained. I COMMERCIAL LEA E AGREEMEI %- Page 22 Q TCAR 2014 — Form No. 2 (312014) Producvd%i1hz1pFonn6byz1pLog1X 10070 Rhoon MMo Road. Fraser, Michigan 4a026 4SSJY,.1"0!rg City ofDenton 165 14.03 Landlord's Representations. Landlord represents, to the best of Landlord's actual knowledge, that: (i) any handling, transportation, storage, treatment or usage of Hazardous Materials that has occurred on the Property to date has been in compliance with all applicable Federal, State, and local laws, regulations and ordinances; and (ii) no leak, spill, release, discharge, emission or disposal of Hazardous Materials has occurred on the Property to date and that the soil or groundwater on or under the Property is free of Hazardous Materials as of the Commencement Date, unless expressly disclosed by Landlord to Tenant in writing. 14.04 Landlord's Indemnification. Landlord hereby indemnifies, defends and holds Tenant harmless from any claims, judgments, damages, penalties, fines, costs, liabilities, (including sums paid in settlements of claims) or loss, including, without limitation, reasonable attorneys' fees, court costs, consultant fees, and expert fees, which arise during or after the Term of this Lease from or in connection with the presence or suspected presence of Hazardous Materials in the soil or groundwater on or under the Property, unless the Hazardous Material is released by Tenant or is present as a result of the negligence or willful conduct of Tenant. Without limiting the generality of the foregoing, the indemnification provided by this 131ection will specifically cover costs incurred in connection with any investigation of site conditions or any clean-up, remedial work, removal or restoration work required by any Federal, State or local governmental authority. 14.05 Definition. For purposes of this Lease, the term Hazardous Materials means any one or more pollutant, toxic substance, hazardous waste, hazardous material, hazardous substance, solvent or oil as defined in or pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, as amended, the Clean Water Act, as amended, the Water Pollution Control Act, as amended, the Solid Waste Disposal Act, as amended, or any other Federal, State or local environmental law, regulation, ordinance, or rule, whether existing as of the date of this Lease or subsequently enacted. 14.06 Survival. The representations and indemnities contained in this Article Fourle -on will survive the expiration or termination of this Lease. ARTICLE FIFTEEN PROFESSIONAL SERVICE FEES 15.01 Amount and Manner of Payment. Professional service Fees due to the Principal Broker and Cooperating Broker (together, the "Brokers") will be calculated and paid as follows: A. Lump Sum. Unless the box for Section 15.01 B is checked in SectLon I A 4A, then Landlord agrees to pay to each of the Brokers a lump sum professional service Fee for negotiating this Lease, plus any applicable sales taxes, equal to: (i) the percentages stated in Section 1.14A of the total Base bent to become due to Landlord during the Term, if the blanks for percentages are completed; or (ii) the amounts per square foot in the Premises stated in Section 1.14A, if the blanks for amounts per square foot are completed The Fees will be paid to the Brokers (i) one-half on the date of final execution of this Lease, and (ii) the balance on the Commencement Date of this Lease. B. Monthly. If the box for this Section 15.01B is checked in Section 1.14A, then Landlord agrees to pray to each of the Brokers a monthly professional service Fee for negotiating Oils Lease, plus any applicable sales taxes, equal to the percentages stated in Section 1.14A of each monthly Base Rent payment at the time the payment is due. 15.02 Payments on Renewal, Expansion or New Lease. Subject to the termination date stated in this Section below, if Tenant or Tenant's successors or assigns: (a) exercises any right or option to renew or extend the Term (whether contained in this Lease or in any amendment to this Lease) or enters into a new lease covering the Premises, a portion of the Premises, or the Premises and additional space; or (b) enters into any new lease, expansion or other rental agreement as to any premises located on or constituting all or part of any real property owned by Landlord adjacent to the Property, then Landlord shall pay to each of the Brokers an additional Fee covering the full period of COMMERCIAL LEASE AGREEMENT - Page 2 @NTCAR 2014 — Form No. 2 (3/2014) Produced with zlpForm® by zlpLogix 18070 Fifteen Mlle Road, Fraser, Michigan 48026 .zt ;8)Y...r, +1 City of Denton 166 the renewal, extension, new lease, expansion or other rental agreement. The additional Fees will be due on the date of exercise of a renewal option, or the date of execution in the case of a new lease, expansion or other agreement. The additional Fees will be computed and paid under Section '15.01 A or Section 15.011 B above (whichever has been made applicable under Section 1.14), as if a new lease had been made for such period of time. The Brokers' right to receive these additional Fees will terminate on the date that is 10 years after the expiration of the Term of this Lease, as amended or extended. 15.03 Payments on Sale. Subject to the termination date stated in this Section below, if Tenant or Tenant's successors or assigns, purchases the Premises pursuant to a purchase option contained in this Lease (or in any amendment to this Lease or any other agreement) or otherwise purchases the Premises, the Property or any portion of either the Premises or the Property, then Landlord shall pay to each of the Brokers a Fee equal to the percentages stated in Section 1.146 of the purchase price, payable in Good Funds at the closing. Upon the closing of a sale to Tenant, any monthly lease Fees will terminate upon payment of the Fee on the sale. The Brokers' right to receive the Fees set forth in this Section 15.03 will terminate on the date that is 10 years after the expiration of the Term of this Lease, as amended or extended. 15.04 Other Brokers. Both Landlord and Tenant represent to the other party that they have had no dealings with any person, firm or agent in the negotiation of this Lease other than the Broker(s) named in this Lease, and no other broker, agent, person, firm or entity other than the Broker(s) is entitled to any commission or fee in connection with this Lease. 15.05 Landlord's Liability. Landlord will be liable for payment of all Fees solely to the Brokers, and Landlord will not be obligated to pay any claims by any undisclosed broker. The Principal Broker may pay a portion of the Fee to any Cooperating Broker pursuant to a separate agreement between the Brokers. 15.06 Joint Liability of Tenant. If Tenant enters into any new lease, extension, renewal, expansion, or other agreement to rent, occupy, or purchase any property described in Section 15.02 or Section 15.03 within the time specified in those Sections, the negotiations must be communicated through the Principal Broker (which may be done through the Cooperating Broker), otherwise Tenant will be jointly and severally liable with Landlord for any payments due or to become due to the Principal Broker. 15.07 Assumption on Sale. In the event of a sale or other transfer of the Premises by Landlord, Landlord shall assign this Lease to the purchaser or other transferee, and obtain from the purchaser or other transferee an Assumption Agreement in recordable form whereby the purchaser or other transferee agrees to pay the Brokers all Fees payable under this Lease. Landlord shall deliver a fully executed original counterpart of the Assumption Agreement to each of the Brokers upon the closing of the sale or other transfer of the Premises. Landlord will be released from personal liability for subsequent payments of Fees payable under this Lease only upon the delivery of the Assumption Agreement to the Brokers. 15.08 Termination. Landlord and Tenant agree that the Brokers are third party beneficiaries of this Lease with respect to the Fees, and that no change may be made by Landlord or Tenant as to the time of payment, amount of payment or the conditions for payment of the Fees without the written consent of the Brokers. The termination of this Lease by the mutual agreement of Landlord and Tenant will not affect the right of the Brokers to continue to receive the Fees agreed to be paid under this Lease, just as if Tenant had continued to occupy the Premises and had paid the Rent during the entire Term. Amendment or termination of this Lease under Article_Eight (Damage or Destruction) and Article Gine (Condemnation) will not amend or terminate the Brokers' right to collect the Fees. 15.09 Intermediary Relationship. A. If either of the Brokers has indicated in Section 1.12 or Sections 1.13 or otherwise that they are acting as an intermediary, then Landlord and Tenant consent to the intermediary relationship, authorize such Broker or Brokers to act as an intermediary between Landlord and Tenant in connection with this Lease, and acknowledge that the source of any expected compensation to the Brokers will be Landlord, and the Brokers may also be paid a fee by Tenant. A broker, and any broker or salesperson appointed to communicate COMMERCIAL LEASE AGREEMENT - Page 24 NTCAR 2014 — Form No. 2 (3/2014) Produced with zlpForm® by zlpLoglx 18070 Fifteen Mile Road, Fraser, Michigan 48026 +L City of Denton 167 with and carry out instructions of one party, who acts as an intermediary is required to act fairly and impartially, and may not: 1) disclose to Tenant that Landlord will accept a rent less than the asking rent, unless otherwise instructed in a separate writing by Landlord; 2) disclose to Landlord that Tenant will pay a rent greater than the rental submitted in a written offer to Landlord, unless otherwise instructed in a separate writing by Tenant; 3) disclose any confidential information, or any information a party specifically instructs the real estate broker or salesperson in writing not to disclose, unless: a) the broker or salesperson is otherwise instructed in a separate writing by the respective party; b) the broker or salesperson is required to disclose the information by the Texas Real Estate License Act or a court order; or c) the information materially relates to the condition of the property; 4) treat a party to the transaction dishonestly; or 5) violate the Texas Real Estate License Act. B. Appointments. Each Broker is authorized to appoint, by providing written notice to the parties, one or more license holders associated with the Broker to communicate with and carry out instructions of one party, and one or more other license holders associated with the Broker to communicate with and carry out instructions of the other party. An appointed license holder may provide opinions and advice during negotiations to the party to whom the license holder is appointed. ARTICLE SIXTEEN MISCELLANEOUS AND ADDITIONAL PROVISIONS 16.01 Disclosure. Landlord and Tenant understand that a real estate broker is not an expert in matters of law, tax, financing, surveying, hazardous materials, engineering, construction, safety, zoning, land planning, architecture, the TABA, or the ADA. The Brokers hereby advise Tenant to seek expert assistance on such matters. Brokers do not investigate a property's compliance with building codes, governmental ordinances, statutes and laws that relate to the use or condition of a property and Its construction, or that relate to its acquisition. If the Brokers provide names of consultants or sources for advice or assistance, Tenant acknowledges that the Brokers do not warrant the services of the advisors or their products and cannot warrant the suitability of property to be acquired or leased, Furthermore, the Brokers do not warrant that the Landlord will disclose any or all property detects, although the Brokers will disclose to Tenant any actual knowledge possessed by Brokers regarding defects of the Premises and the Property, In this regard, Tenant agrees to make all necessary and appropriate inquiries and to use diligence in investigating the Premises and the Property before signing this Lease. Tenant acknowledges and agrees that neither the .Principal Broker nor any Cooperating Broker has made any representation to Tenant with respect to the condition of the Premises, and that Tenant is relying exclusively upon Tenant's own investigations and the representations of Landlord, if any, with respect to the condition of the Premises. Landlord and Tenant agree to hold the Brokers harmless from any and all damages, claims, costs and expenses resulting from or related to Landlord's furnishing to the Brokers any inaccurate information with respect to the Premises, or Landlord's concealing any material information with respect to the Premises. Landlord and Tenant hereby agree to indemnify and defend the Brokers against any and all liabilities, claims, debts, damages, costs, or expenses, including but not limited to reasonable attorneys' fees and court costs, related to or arising out of or in any way connected to (a) representations concerning matters properly the subject of advice by experts; or (b) any dispute directly between Landlord and Tenant regarding this Lease. In addition, to the extent permitted by applicable law, the Brokers' COMMERCIAL LEASE AGREEMENT - Page 25 NTCAR 2014 — Form No, 2 (3/2014) Produced with zlpForm® by zlpLogix 18070 Fifteen Mlle Road, Fraser, Michigan 48026 www. L ,its'&. p.m City or Denton 168 liability for errors, omissions, or negligence is limited to the return of the Fee, if any, paid to the Brokers pursuant to this Lease. 16.02 Force Majeure. If performance by Landlord of any term, condition or covenant in this Lease is delayed or prevented by any Act of Cod, strike, lockout, shortage of material or labor, restriction by any governmental authority, civil riot, flood, or any other cause not within the control of Landlord, theperiodforperformanceoftheterm, condition or covenant will be extended for a period equal to the period Landlord is so delayed or prevented. 16.03 Interpretation. The captions of the Articles or Sections of this Lease are to assist the parties in reading this Lease and are not part of the terms or provisions of this Lease. Whenever required by the context of this Lease, the singular will include the plural and the plural will include the singular, and the masculine, feminine and neuter genders will each include the other. 16.04 Waivers. Any waivers of any provisions of this Lease must be in writing and signed by the waiving party. Landlord's delay or failure to enforce any provisions of this Lease or Landlord'sacceptanceoflateinstallmentsofFentwillnotbeawaiverandwillnotpreventLandlordfrom enforcing that provision or any other provision of this Lease in the future. No statement on a checkfromTenantorinaletteraccompanyingacheckwillbebindingonLandlord. Landlord may, with or without notice to Tenant, negotiate, cash, or endorse the check without being bound to the conditions of any such statement. 16.05 Severability. A determination by a court of competent jurisdiction that any provision of this Lease is invalid or unenforceable will not invalidate the remainder of that provision or any other provision of this Lease, which will remain in full force and effect. 16.06 Joint and Several Liability. All parties signing this Lease as Tenant will be jointly and severally liable for all obligations of Tenant. Tenant will be responsible for the conduct, acts and omissions of Tenant's agents, employees, custorners, contractors, invitees, agents, successors or others using the Premises with Tenant's express or implied permission. 16.07 Amendments or Modifications. This Lease is the only agreement between the parties pertaining to the lease of the Premises and no other agreements are effective unless made a part of this Lease. All amendments to this Lease must be in writing and signed by all parties. 16.06 Notices. All notices and other communications required or permitted under this Lease must be in writing and will be deemed delivered, whether actually received or not, on the earlier of: (i) actual receipt if delivered in person or by messenger with evidence of delivery: or (ii) receipt of an electronic facsimile transmission ("Falx") with confirmation of delivery; or (iii) upon deposit in the United States Mail as required below. Notices may be transmitted by Fax to the Fax telephone numbers specified i Article One of this Lease, if any. Notices delivered by mail must be deposited in the U.S. Postal Service, certified mail, return receipt requested, postage prepaid, and properly addressed to the intended recipient as set forth in Article One. Notices sent by any other means will be deemed delivered when actually received, with proof of delivery. After possession of the Premises by Tenant, Tenant's address for notice purposes will be the address of the Premises unless Tenant notifies Landlord in writing of a different address to be used for that purpose. Any party may change its address for notice by delivering written notice of its new address to all other parties in the manner set forth above. Copies of all notices should also be delivered to the Brokers, but failure to notify the Brokers will not cause an otherwise properly delivered notice to be ineffective. Also, copies of all notices must also be delivered to the following persons [if the blanks have been completed]: Copies of notices to Landlord are to be delivered to: Rail Yard Partners, LTD Address: 525 S. Loon 288, Suite 105 Denton TX 76205 Telephone: Fax: Email: COMMERCIAL LEASE AGREEMENT - Page 26 NTCAR 2014 - Form No. 2 (3/2014) Produced with zlpForm@ by zlpLoglx 18070 Flfteen Mlle Road, Fraser, Michigan 48026 "wd.}I,tr klx o,j City ofDenton 169 Copies of notices to Tenant are to be delivered to: Citv of Denton Address: 215 E. McKinney Street Denton TX 76201 Telephone: (,940)349-5.200 Fax; Email: Landlord also consents to receive any notices by e-mail. [Check the box, if applicable.] Tenant also consents to receive any notices by e-mail. [Check the box, if applicable.] 16.09 Attorneys' Fees. If, on account of any breach or default by any party to this Lease in its obligations to any other party to this Lease (including, but not limited to, the Brokers)„ it becomes necessary for a party to employ an attorney to enforce or defend any of its rights or remedies under this Lease, the non -prevailing party agrees to pay the prevailing party its reasonable attorneys` fees and court costs, if any, whether or not suit is instituted in connection with the enforcement or defense. 16.10 Venue. All obligations under this Lease, including, but not limited to, the payment of Fees to the Brokers, will be performed and payable in the county in which the Property is located. The laws of the State of Texas will govern this Lease. 16.11 Survival. All obligations of any party to this Lease that are not fulfilled at the expiration or the termination of this Lease will survive such expiration or termination as continuing obligations of the party. 16.12 Binding Effect. This Lease will inure to the benefit of, and be binding upon, each of the parties to this Lease and their respective heirs, representatives, successors and assigns. However, Landlord will not have any obligation to Tenant's successors or assigns unless the rights or interests of the successors or assigns are acquired in accordance with the terms of this Lease. 16.13 Right to Claim a Lien. If a commission agreement or other agreement to pay Fees to the Brokers is not included in this Lease, then be advised that pursuant to Chapter 62 of the Texas Property Code, each Broker hereby discloses the Broker's right to claim a lien based on a separatewrittencommissionagreementorotheragreementtopayFeestotheBroker, and this disclosure is incorporated in the commission agreement or other agreement to pay Fees. 16.14 Patriot Act Representation. Landlord and Tenant each represent to the other that: (1) its property interests are not blocked by Executive Order No. 13224, 66 Fed. Reg. 49079; (2) it is not apersonlistedontheSpeciallyDesignatedNationalsandBlockedPersonslistoftheOfficeofForeign Assets Control of the united States Department of the Treasury;. and (3) it is not acting for or on behalf of any person on that list. 16.15 Counterparts. This Lease may be executed in a number of identical counterparts, and all counterparts will be construed together as one agreement. 16.16 Offer. The execution of this Lease by the first party to do so constitutes an offer to lease the Premises. Unless this Lease is signed by the other party and a fully executed copy is delivered to the first party by the earlier of this date , or the date that is 10 days after the date of execution by the first party, such offer to lease will be deemed automatically withdrawn. Any acceptance of an offer that has been withdrawn will only be effective if the party that withdrew the offer subsequently agrees to the acceptance either in writing or by course of conduct. COMMERCIAL LEASE AGREEMENT - Page 27 ONTCAR 2014 - Form No. 2 (3/2014) Produced with zlpForm0 by zipLoglx 18070 Fifteen Mlle Road, Fraser, Michigan 48026 Aww- )tle[yt7tY.rp'y City of Denton 170 16.17 Additional Provisions. Landlord and Tenant agree to any provisions set forth on the attached Addenda (if any) and the following additional provisions (if any): 1. In addition to the rent stated in section 1.06, the City of Denton has entered into an Economic Development Program Grant Agreement under which the City will grant $76,000 per year for the term of this lease, subject to compliance with the Terms and Conditions of the Grant Agreement (Exhibit D) . 2. Landlord acknowledges that the programming use for the premises will involve a 3rd party organization that will manage the facility and sublease the space to other office tenants in a co -working environment. This use or agreement with a managing entity will not be considered a sublease that will require Landlord approval as stated in Article 10. COMMERCIAL LEASE A REEMENT - Page 28 NTCAR 2014 - Form No. 2 (3/2014) Produced with zlpForrnO by zlpLoglx 16070 Fifteen We Road, Fraser, Michigan 48026 'wwwAD ctPlx,&4? r City of Benton 171 16.18 Consult an Attorney. This Lease is an enforceable, legally binding agreement. Read it carefully. The Brokers involved in the negotiation of this Lease cannot give you legal advice. Landlord and Tenant acknowledge that they have been advised by the Brokers to have this Lease reviewed by competent legal counsel of their choice before signing this Lease. By executing this Lease, Landlord and Tenant each agree to the provisions contained in this Lease. This Lease has been executed as of the Effective Date (as defined in Section 1.01). LANDLORD: Rail Yard Partners, LTD By (Signature]: Z ' Name: Title: A,. kldi-AI At. Date of Exe ution: - I ~ .. - r, LANDLORD: By [Signature]: Name: Title: Date of Execution: TENANT: TENANT: itwt of Denton A arroed a to dorm: By [Signature]:r "u By [Signature]. L . Name: George C: Ca pkat 71 Name: AnitaRut se Title: City Manager Title: City At.torn rl Date of Execution: " ' .. Date of Execution, m " PRINCIPALBROKER:COOPERATING BROKER: Axis Realty Group By [Signature]: __ By [Signature]: Name: Alex Payne Name: Title: _ Title: Address: Address: Broker's License No.: Broker's License No.: Tax ID No.: _ _ Tax ID No.: PERMISSION TO USE: This form is provieleel(`err the use of members of the North Texas Commercial Association of REALTORS®, Inc. ("NTCAR"), members trrhe North Texas Connnercial Association ofReal Estate Prxafe,rsionals, Inc. and other licensed users ofan NTCAR electrolict fornns system. Permission is given to make limited copies of the cut -rent version ofthis fom fon• use in a particular• Texas reed estate rainsaction. Please contact the NTCAR office to confirm that you are using the current version of this form. Mass production, of- rept-oduction for resale, is not allosresl without express pe nniss iem. Any changes to this form must be made in a manner that is obvious. Ifany words are delcreel, they must be left in the fo•m with a line drawn through them. If changes are made that are not obvious, the person who made the change could be subject to a claim offraud o• misrepr•esentarion fo• passing off an alteredform as if it were the genuine NTCAR fol.m. COMMERCIAL LEASE AGREEMENT - Page 29 ONTCAR 2014 — Form No. 2 (3/2014) Produced with z1pForrn8 by zlpLogix 10070 Fifteen We Road, Fraser, Michigan 48026 wwwzlnLoclx.com City of Denton 172 Axis Realty Group NORTH TEXAS COMMERCIAL ASSOCIATION OF REALTORS® ADDENDUM "A" TO LEASE RENEWAL OPTIONS Address of the Premises: 608 E. Hickory St.. Ste 128. Denton. TX 76201 1. Option to Extend the Term. Landlord grants to Tenant _ 2 _ option(s) each an "Option") to extend the Term for an additional term of 60 months each the "Extension"), on the same terms, conditions and covenants set forth in this Lease, except as provided below. Each Option may be exercised only by written notice delivered to the Landlord no earlier than one Hundred Eighty ( 180 ) days before, and no later than One Hundred Twenty 120 ) days before, the expiration of the Term or the preceding Extension of the Term, whichever is applicable. If Tenant fails to deliver to Landlord a written notice of the exercise of an Option within the prescribed time period, such Option and any succeeding Options will lapse, and there will be no further right to extend the Term. Each Option may only be exercised by Tenant on the express condition that, at the time of the exercise, Tenant is not in default under any of the provisions of this Lease. The Options are personal to Tenant and may not be exercised by an assignee or subtenant without Landlord's written consent. 2. Calculation of Rent. The Base Rent during the Extension(s) will be determined by one of the following methods [check one]: x A. Fair Market Rental. The Base Rent during the Extension will be the Fair Market Rental determined as follows: a. The "Fair Market Rental" of the Premises means the price that a ready and willing tenant would pay as of the commencement of the Extension as monthly rent to a ready and willing landlord of Premises comparable to the Premises if the property were exposed for lease on the open market for a reasonable period of time, and taking into account the term of the Extension, the amount of improvements made by Tenant at its expense, the creditworthiness of the Tenant, and all of the purposes for which the property may be used and not just the use proposed to be made of the Premises by Tenant. Upon proper written notice by Tenant to Landlord of Tenant's intention to elect to exercise the renewal Option, Landlord shall, within 180 days thereafter, notify Tenant in writing of Landlord's proposed Fair Market Rental amount, and Tenant shall thereupon notify Landlord of Tenant's acceptance or rejection of Landlord's proposed amount. Failure of Tenant to reject Landlord's Fair Market Rental amount within 120 days after receipt of Landlord's notice will be deemed Tenant's acceptance of Landlord's proposed Fair Market Rental amount. b. If Landlord and Tenant have not been able to agree on the Fair Market Rental amount within 40 days following the exercise of the Option, the Fair Market Rental for the Extension will be determined by the following appraisal process. Landlord and Tenant shall endeavor in good faith to select a single Appraiser. The term "Appraiser" means a State Certified Real Estate Appraiser licensed by the State of Texas to value commercial property. If Landlord and Tenant are able to agree upon and select a single Appraiser, that Appraiser will determine the Fair Market Rental for the Extension. If Landlord and Tenant are unable to agree upon a single Appraiser within days after the end of the 40 -day period, each will then appoint one Appraiser by written notice to the other, given within _ days after the end of the 40 -day period. Within five business days after the two Appraisers are appointed, the two Appraisers will appoint a third Appraiser. If either Landlord or Tenant fails to appoint its Appraiser within the prescribed time period, the single Appraiser appointed will determine the Fair Market Rental amount of the Premises. Each party will bear the cost of the appraiser appointed by it and the parties will share equally the cost of the third appraiser. The Fair Market Rental of the Premises will be the average of two of the three appraisals that are closest in amount, and the third appraisal will be disregarded. ADDENDUM 'A" TO LEASE - Page 1 NTCAR 2014 - Form No. 2 (3/2014) Axis Realty Group, 1517 Centre Place Drive Denton, TX 76205 Phone: 940.891.2947 Fax: 940.891.2948 Alex Payne City of Denton Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 w+rrLv.zr Lortlx s z7rtl 173 c. In no event will the Base Rent be reduced for any Extension, regardless of the Fair Market Rental determined by any appraisal. If the Fair Market Rental is not determined before the commencement of the Extension, then Tenant shall continue to pay to Landlord the Base Rent applicable to the Premises immediately before the Extension until the Fair Market Rental amount is determined, and when it is determined, Tenant shall pay to Landlord the difference between the Base Rent actually paid by Tenant to Landlord and the new Base Rent. B. Consumer Price Index Adjustment. The monthly Base Rent during the Extension will be determined by multiplying the monthly installment of Base Rent during the last month of the Term by a fraction determined as follows: a. The numerator will be the Latest Index that means either [check one]: 1) the Index published for the nearest calendar month preceding the first day of the Extension, or 2) the Index for the month of Extension. preceding the first day of the b. The denominator will be the Initial Index that means either [check one]: 1) the Index published for the nearest calendar month preceding the Commencement Date, or 2) the Index for the month of Date. preceding the Commencement if no blanks are filled in above, the choice (1) including the phrase "the nearest calendar month preceding" will apply. If the Index is not ,yet published for the nearest calendar month preceding the applicable date, then "the nearest calendar month" means the first month preceding the applicable date for which the Index is published]. c. The Index means the Consumer Price Index (CPI) for All Urban Consumers (All Items) U.S. City Average (unless this box is checked in which case the CPI for the Dallas/Fort Worth Consolidated Metropolitan Statistical Area will be used) published by the U. S. Department of Labor, Bureau of Labor Statistics (Base Index of 1982-84 =100). If the Index is discontinued or revised, the new index or computation that replaces the Index will be used in order to obtain substantially the same result as would have been obtained if it had not been discontinued or revised. If such computation would reduce the Rent for the particular Extension, it will be disregarded, and the Rent during the immediately preceding period will apply instead. C. Fixed Rental Adjustments. The monthly installments of Base Rent during the Extension(s) will be increased beginning on the following dates to these amounts: Date: Amount: $ Date: Amount: $ Date: Amount: $ Date: Amount: $ ADDENDUM "A" TO LEASE — Page 2 NTCAR 2014 -Form No. 2 (3/14) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 az1pL nlx,t#2ITI City of Denton 174 Axis Realty Group NORTH TEXAS COMMERCIAL ASSOCIATION OF REALTORS® ADDENDUM "B" TO LEASE CONSTRUCTION OF IMPROVEMENTS BY LANDLORD Address of the Premises: 608 E. Hickory St, Ste 128. Denton, TX 76201 1. Plans. Landlord agrees to construct (or complete) improvements to the premises in accordance with plans and specifications (the "Plans") to be promptly prepared by Landlord and delivered to Tenant. If Tenant does not respond to the request for approval of the Plans within five days after Tenant's receipt of the Plans, Tenant will be deemed to have approved the Plans. Upon approval by Tenant, two or more sets of the Plans will be signed by doth parties, with one signed setretainedbyeachparty. Changes to the Plans may be made only by written amendments signed by both parties. 2. Construction of Improvements. upon approval of the Plans and the cost of construction, Landlord shall promptly begin construction and pursue the construction to its completion with reasonable diligence and In a good and workmanlike manner. 3. Estimated Completion Gate. It is estimated by Landlord that the improvements specified in the Plans will be completed by March_l,, 2016 (the "Estimated Completion Date"). 4. Notice of Completion. Landlord shall deliver a written notice to Tenant that the improvements have been completed In accordance with the Plans, specifying the date (the "Date of Completion") the improvements were completed,. within Iwo days after the Date of Completion. Tenant shall then promptly inspect the improvements, and if they have in fact been completed in accordance with thePlans, then the Term will begin upon the Date of Completion or on the Commencement Date, whichever is later. 5. Objections. If Tenant reasonably determines that the improvements have not been completed in accordance with the Plans, Tenant may deliver a written notice to Landlord specifying the incomplete iterns. If Tenant does not, within 10 days after Landlord's notice of completion, deliver such a written notice to Landlord, then Tenant will be deemed to have approved the improvements as constructed, and the Date of Completion stated in Landlord's notice will be the Date of Completion. If the improvements have not in fact been completed in accordance with the Plans, and Tenant has delivered to Landlord a written notice specifying the incomplete items, then Landlord shall promIlly proceed to finish the incomplete items, and the Term will begin upon the date the items are in tact complete. Substantial Completion. Completion, as used in this Addendum, means Substantial Completion. "Substantial Completion" will be deemed to have occurred when (i) a Certificate of Occupancy is issued by the local municipal authorities that have Jurisdiction over the Premises, and (ii) the construction is sufficiently complete in accordance with the Plans so that Tenant is able to occupythePremisesforthePermittedUse, except for minor "punch list" items remaining to be completed. 7. Letter of Acceptance. Upon Substantial Completion of the improvements to the Premises, Tenant agrees to execute and deliver to Landlord, with a copy to the Princeal Broker, a letter (the Letter of Acceptance") addressed to Landlord and signed by Tenant (!or Tenant's authorized representative) acknowledging: (i) that construction has been completed in accordance with the Plans; ii) acceptance of the improvements (subject to "punch fist" items to be completed); (iii) the Date of Completion, and (iv) the Commencement Date of the Term. 8. Taking of Possession. The taking of possession of the premises by Tenant will be deemed' to be acknowledgment by Tenant that construction Has been completed in accordance with Plans except for any latent defects and "Munch list," items) and that the Term has begun as of the Date ofCompletion, regardless of whether a Certificate of Occupancy has been Issued or Tenant has delivered a Letter of Acceptance. Axis Realty Group, 1517 Centre Place Drive Denton, TX 76205 Phone: 940.891.2947 Fax: 940.891.2948 Alex Payne City or Denton Produced with zipForm8 by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 wwwu zlpLralx ;at 175 9. Failure to Complete. If the improvements have not been completed in accordance with the Plans by the E=stimated Completion Date, or by such date as extended by application of Section 161.02Forceivia"eurM, Tenant may give Landlord a written notice of Tenant's intention to terminate as of a certain date specified by Tenant in the notice (the "Termination bate") if such improvements have not been completed by the Termination Date. The notice must be given to Landlord not less than 20 daysbeforetheTerminationDate, If the improvements have not been completed by the Termination Date, then this Lease will terminate, with no further liability of one party to the other, unless the Termination Date is extended by Tenant in writing, If Landlord is able to cause Substantial Completion of the improvements to occur before the Termination Date, then this Lease will not terminate. 10. Finish -Out Allowance. Landlord shall pay the cost of construction under this Addendum in an amount not to exceed 552 960.00 (the "Landlord's (Cost"). If an Addendum for Construction of Improvements by Tenant is also attached to this Lease, then Landlord may alsoprovideanAllowance (as defined in that Addendum) to be applied to the cost of construction in that Addendum. Tenant shall pay any costs of construction in excess of the Landlord's Cost and any Allowance. ADDENDUM "R" TO LEASE — Page 2 NTCAR 2014 — Form No. 2 (3/2014) Produced with zipForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 Aff .z1pLooix.corn City of Denton 176 Axis Realty Group NORTH TEXAS COMMERCIAL ASSOCIATION OF REALTORS® ADDENDUM "G" TO LEASE RULES AND REGULATIONS Address of the Premises: 608 E. Hickory St, Ste 128 Denton, TX 76201 1. Application. Tenant, and Tenant's employees and invitees, shall abide by the following standards for the mutual safety, cleanliness, care, protection, comfort and convenience of all tenants and occupants of the Property. These Rules and Regulations apply to all of the Property as defined in this Lease including, but not limited to, the Premises, the building(s), the parking garages, if any, the common areas, driveways, and parking lots. 2. Consent Required. Any exception to these Rules and Regulations must first be approved in writing by Landlord. For purposes of these Rules and Regulations, the term "Landlord" includes the building manager, the building manager's employees, and any other agent or designee authorized by Landlord to manage or operate the Property. 3. Rules and Regulations: a. Tenant may not conduct any auction, "flea market" or "garage sale" on the Premises nor store any goods or merchandise on the Property except for Tenant's own business use. Food may not be prepared in the Premises except in small amounts for consumption by Tenant and Tenant's officers and employees. Vending machines or dispensing machines may not be placed in the Premises without Landlord's written approval. The Premises may not be used or occupied as sleeping quarters or for lodging purposes. Animals may not be kept in or about the Property. b. Tenant shall not obstruct sidewalks, driveways, loading areas, parking areas, corridors, hallways, vestibules, stairs and other similar areas designated for the collective use of tenants, or use such areas for Tenant's storage, temporary or otherwise, or for any purpose other than going to and from the Premises. Tenant shall comply with parking rules and guidelines as may be posted on the Property from time to time. c. Tenant shall not make any loud noises, unusual vibrations, unpleasant odors, objectionable or illegal activities on the Property. Tenant shall not permit the operation of any equipment in the Premises that annoys other occupants of the Property. Tenant shall not interfere with the possession of other tenants of the Property. d. Tenant may not bring any flammable, explosive, toxic, noxious, dangerous or hazardous materials onto the Property, except in small quantities as needed in Tenant's business and used, stored, and disposed of in accordance with applicable laws. e. Installation of security systems, telephone, television and other communication cables, fixtures and equipment must comply with Section7. 4 of the Lease, except that routine installation and construction of normal communication devices that do not require any holes in the roof or exterior walls of the Property do not require the written approval of Landlord. f. Movement into or out of the building through public entrances, lobbies or corridors that requires use of a hand truck, dolly or pallet jack to carry freight, furniture, office equipment, supplies and other large or heavy material, must be limited to the service entrances and freight elevators only and must be done at times and in a manner so as not to unduly inconvenience other occupants of the Property. All wheels for such use must have rubber tires and edge guards to prevent damage to the building. Tenant shall be responsible for and shall pay all costs to repair damages to the building caused by the movement of materials by Tenant. Axis Realty Group, 1517 Centre Place Drive Denton, TX 76205 Phone: 940.891.2947 Fax: 940.891.2948 Alex Payne City ofDenton Produced with zipForm@ by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 +6zit2.,o ix. orn 177 g. Requests by Tenant for building services, maintenance and repair must be made in writing to the office of the building manager designated by Landlord and must be dated. Tenant shall give prompt written notice to Landlord of any significant damage to or defects in the Premises or the Property, including plumbing, electrical and mechanical systems, heating, ventilating and air conditioning systems, roofs, windows, doors, foundation and structural components, regardless of whose responsibility it is to repair such damage or defects. h. Tenant shall not change locks or install additional locks on doors without the prior written consent of Landlord. If Tenant changes locks or installs additional locks on the Property, Tenant shall provide Landlord with a copy of each separate key to each lock upon Landlord's request. Upon termination of Tenant's occupancy of the Premises, Tenant must surrender all keys to the Premises and the Property to Landlord. I. Harmful liquids, toxic wastes, bulky objects, insoluble substances and other materials that may cause clogging, stains or damage to plumbing fixtures or systems must not be placed in thelavatories, water closets, sinks, or drains. Tenant must pay the costs to repair and replace drains, plumbing fixtures and piping that is required because of damage caused by Tenant. j. Tenant shall cooperate with Landlord and other occupants of the Property in keeping the Property and the Premises neat and clean. Nothing may be swept, thrown or left in the corridors, stairways, elevator shafts, lobbies, loading areas, parking lots or any other common areas on the Property. All trash and debris must be properly placed in receptacles provided therefor. k. Landlord may regulate the weight and position of heavy furnishings and equipment on the floor of the Premises, including safes, groups of filing cabinets, machines, and any other itern that may overload the floor. Tenant shall notify Landlord when heavy items are to be taken into or out of the building, and the placement and transportation of heavy items may be done only with the prior written approval of Landlord. I. No window screens, blinds, draperies, awnings, solar screen films, window ventilators or other materials visible from the exterior of the Premises may be placed in the Premises without Landlord's approval. Landlord is entitled to control all lighting that may be visible from the exterior of the building. m. No advertisement, sign, notice, handbill, paster or banner may be exhibited, distributed, painted or affixed on the Property. No directory of tenants is allowed on the Property other than that provided by Landlord. n. Tenant agrees to cooperate with and assist Landlord in the prevention of peddling, canvassing and soliciting on the Property. o. Tenant accepts any and all liability for damages and injuries to persons and property resulting from the serving or sales of alcoholic beverages by or on behalf of Tenant on or from the Property. p. Any person entering and leaving the building before and after normal working hours, or building hours if posted by Landlord, whichever applies, may be required to identify himself to security personnel by signing a list and giving the time of day and destination or location of the applicable Premises. Normal building business hours are established by Landlord from time to time. 4. Revisions. Landlord reserves the right to revise or rescind any of these Rules and Regulations and to make additional rules that Landlord may determine are necessary from time to time for the safety, protection, comfort and convenience of the tenants and visitors of the Property and for the care, protection and cleanliness of the Property. Revisions and additions will be binding upon the Tenant as if they had been originally prescribed herein when furnished in writing by Landlord to Tenant, provided the additions and revisions apply equally to all tenants occupying the Property and do not impose any substantial cost to Tenant. 5. Enforcement. Any failure or delay by Landlord in enforcing these Rules and Regulations will not prevent Landlord from enforcing these Rules and Regulations in the future. If any of these Rules and Regulations is determined to be unenforceable, it will be severed from this Lease without affecting the remainder of these Rules and Regulations. ADDENDUM "°C" TO LEASE — Page 2 NTCAR 2014 — Form No. 2 (3/2014) Produced with zlpForm® by zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 im zll Lostlk nj City of Denton 178 qw7VM-V7rVTT'T EXHIBIT "A" M 4; 608 E. Hickory St, SteDenton, TX 76201 East Hickory Addition, Lots 1 & 2, Block A EXCLUSIVE LISTING AGREEMENT 00opyright 2014 NTCAR Form No. 4 (7-22-14) Axis Realty Group, 1517 Centre Place Drive Denton, TX 76205 Phone: 940.891,2947 Fax: 940.891.2948 Alex Payne City of Denton Produced with zlpFornn9 by zipLoglx 18070 Fifteen Mile Road, Fraser, Michigan 40020 VAW_ZMh_nqIx.,CRen 179 Axis Realty Group EXHIBIT "C" Teams law rewires all real estate licensees to give the following information about brokerage services to prospective buyers, tenants, sellers and landlords. Before working with a real estate broker, you should know that the duties of a broker depend on whom the broker represents. If you are a prospective seller or landlord (owner) or a prospective buyer or tenant (buyer), you should know that the broker who lists the property for sale or lease is the owner's agent. A broker who acts as a subagent represents the owner in cooperation with the listing broker. A broker who acts as a buyer's agent represents the buyer. A broker may act as an intermediary between the parties if the parties consent in writing. A broker can assist you in locating a property, preparing a contract or lease, or obtaining financing without representing you. A broker is obligated by law to treat you honestly. IF THE BROKER REPRESENTS THE OWNER: The broker becomes the owner's agent by entering into an agreement with the owner, usually through a written listing agreement, or by agreeing to act as a subagent by accepting an offer of subagency from the listing broker. A subagent may work in a different real estate office. A listing broker or subagent can assist the buyer but does not represent the buyer and must place the interests of the owner first. The buyer should not tell the owner's agent anything the buyer would not want the owner to know because an owner's agent must disclose to the owner any material information known to the agent. IF THE BROKER REPRESENTS THE BUYER: The broker becomes the buyer's agent by entering into an agreement to represent the buyer, usually through a written buyer representation agreement. A buyer's agent can assist the owner but does not represent the owner and must place the interests of the buyer first. The owner should not tell a buyer's agent anything the owner would not want the buyer to know because a buyer's agent must disclose to the buyer any material information known to the agent. IF THE BROKER ACTS AS AN INTERMEDIARY: A broker may act as an intermediary between the parties if the broker complies with The Texas Real Estate License Act. The broker must obtain the written consent of each party to the transaction to act as an intermediary. The written consent must state who will pay the broker and, in conspicuous bold or underlined print, set forth the broker's obligations as an intermediary. The broker is required to treat each party honestly and fairly and to comply with The Texas Real Estate License Act. A broker who acts as an intermediary in a transaction: 1) shall treat all parties honestly; 2) may not disclose that the owner will accept a price less than the asking price unless authorized in writing to do so by the owner; 3) may not disclose that the buyer will pay a price greater than the price submitted in a written offer unless authorized in writing to do so by the buyer; and 4) may not disclose any confidential information or any information that a party specifically instructs the broker in writing not to disclose unless authorized in writing to disclose the information or required to do so by The Texas Real Estate License Act or a court order or if the information materially relates to the condition of the property. With the parties' consent, a broker acting as an intermediary between the parties may appoint a person who is licensed under The Texas Real Estate License Act and associated with the broker to communicate with and carry out instructions of one party and another person who is licensed under that Act and associated with the broker to communicate with and carry out instructions of the other party. If you choose to have a broker represent you, you should enter into a written agreement with the broker that clearly establishes the broker's obligations and your obligations. The agreement should state how and by whom the broker will be paid. You have the right to choose the type of representation, if any, you wish to receive. Your payment of a fee to a broker does not necessarily establish that the broker represents you. If you have any questions regarding the duties and responsibilities of the broker, you should resolve those questions before proceeding. OWNER: Date: EXCLUSIVE LISTING AGREEMENT 0 opyright 2014 NTCAR Form No. 4 (7-22-14) Axis Realty Group, 1517 Centre Place Drive Denton, TX 76245 Phone: 940.891.2947 Fax: 940.891 2948 City ofDenton Alex Payne Produced with zlpFormG by zlpLoglx 18070 Fifteen Mlle Road, Fraser, Michigan 48026 wy7w.7.1aLtiie a..Gtnt. 180 181 182 1$%$1$-"$%.1, 2017371 AdditionalFileExists AdditionalFileContainsRecordsNotPublic,AccordingtothePublicRecordsAct Other 18184611/13/ 18JR 183 RDINANCE FAILIJUL CEITEIK *. R DESIGNEE .O , EFFECTIVE DATE. WHEREAS, the City seeks to drive new business creation and job growth by fostering a sustainable startup community for entrepreneurs primarily in early-stage tech and tech -enabled businesses; and WHEREAS, to achieve this public purpose, the City leased a commercial space of approximately9,000 square feet at 61 • Denton,- • 1 Rail Yard Partners, Ltd. ("Stoke Denton"); and WHEREAS, the City solicited, received, and reviewed competitive proposals for the management of Stoke Denton in accordance with State law procedures and City ordinances; and WHEREAS, the City Manager or a designated employee has received and recommended that the herein described proposal is the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposal; NOW, THEREFORE, SECTION 1. The findings and recitations contained in the preamble of this ordinance are incorporated herein by reference. SECTION 2. The attached Contract by and between City of Denton, Texas and Hickory Rail Ventures, LLC ("Contract") is 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 Proposal No. 6571 on file in the office of the Purchasing Agent. SF( 1 i ') r , By the acceptance and approval of the attached Contract, the City accepts the offer of the person(s) submitting the proposal for RFP 6571 and agrees to accept the services in accordance with the terms and conditions contained in the RFP, the proposal, and related documents. t ^_C w 1 JON 4. The City Manager of the City of Denton, Texas, or his designee, is authorized to execute the attached Contract, and the City Council hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under RFP 6571 to the City Manager, or his designee. SECTION 5. This ordinance shall become effective immediately after its passage and approval. 184 PASSED AND APPROVED this the (4 "day of,,f' m , 2017. Lo",zl l S WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY Elm All AARON LEAL, CITY ATTORNEY gym BY: J ,41,E . 185 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA 186 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA CONTRACTBYANDBETWEEN CITYOFDENTON, TEXASANDHICKORY & RAILVENTURES, LLC CONTRACT6571) THISCONTRACTismadeandenteredintothisdate ______________________, byand betweenHickory & RailVentures. LLC, acorporation, whoseaddressis608E. HickorySt., Suite 128, Denton, TX76205, byandthroughitsauthorizedagentMarshallCulpepper, hereinafter referredtoas "Contractor," and theCITYOFDENTON, TEXAS, ahomerulemunicipal corporation, hereinafterreferredtoas "City," tobeeffectiveuponapprovaloftheDentonCity CouncilandsubsequentexecutionofthisContractbytheDentonCityManagerorhisduly authorizeddesignee. WHEREAS, theCityseekstodrivenewbusinesscreationandjobgrowthbyfosteringa sustainablestartupcommunityforentrepreneursprimarilyinearly-stagetechandtech-enabled businesses; and WHEREAS, toachievethispublicpurpose, theCityleasedacommercialspaceof approximately9,000squarefeetat608EastHickory, Denton, Texas76201fromRailYard Partners, Ltd. WHEREAS, StokeDentonis focusedontherecruitmentandsupportoftechandtech- enabledstartups, butwillconsidermembershipsofbusinessesinothersectorsthatare complementarytoahealthystartupcommunity, reflectingachangefromtheoriginaldirectionof theprojectsetin2015; and WHEREAS, theCitydesirestotransitionStokeDentonfromaCitymanagedfacilitytoa facilitymanagedbytheContractorasindicatedherein; and WHEREAS, Contractorhasproposedtargetgoalstoincreasethenumberofactive membershipswhichmatchthetechortech-enabledprofile; and WHEREAS, ContractorwillberesponsibleforpaymentoftheExecutiveDirectorand otherprogramcostsasoutlinedherein, aswellaspaymentstotheCitycontemplatedhereininyear twoandthreeofthisContract, ifrenewed; NOWTHEREFORE, forandinconsiderationofthecovenantsandagreementscontained herein, andforthemutualbenefitstobeobtainedhereby, thepartiesagreeasfollows: SCOPEOFSERVICES Contractor shallprovidemanagementservicesin document RFP6571- ManagementServicesoftheStokeDentonEntrepreneurCenter, acopyofwhichison fileattheofficeof PurchasingAgentandincorporatedhereinforallpurposes. TheContract consistsofthiswrittenagreementandthefollowingitemswhichareattachedheretoand incorporatedhereinbyreference: a) SpecialTermsandConditions b) SubleasebetweenCityofDentonandHickory & RailVentures, LLC (Exhibit Contract # 6571 187 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA c) RequestforProposal (ConFileattheOfficeofthePurchasing Agent); d) CityofDentonStandardTermsandConditions D; e) InsuranceRequirements E f) CertificateofInterestedPartiesElectronicFiling (Exhibit "F"); g) (Exhibit "G"). ThesedocumentsmakeuptheContractdocumentsandwhatiscalledforbyoneshallbe asbindingasifcalledforbyall. Intheeventofaninconsistencyorconflictinanyoftheprovisions oftheContractdocuments, theinconsistencyorconflictshallberesolvedbygivingprecedence firsttothewrittenagreementthentothecontractdocumentsintheorderinwhichtheyarelisted above. Thesedocumen ByexecutingthisContractbelowinconformancewithSec. 2270.001oftheTexas GovernmentCode, theContractorverifiesthattheContractor: (1) doesnotboycottIsraelcurrently; and (2) willnotboycottIsraelduringthetermofthisContractwiththeCityofDenton. The ContractorfurthercertifiesthattheContractordoesnotandwillnotengageinbusinesswithIran, Sudan, oraForeignTerroristOrganizationasdefinedunderSection2252.151oftheTexas GovernmentCode, andisnotlistedonthewebsiteoftheComptrolleroftheStateofTexas concerningthelistingofcompaniesforthatpurpose. Contractorfurthercertifiesthatshouldit enterintoacontractthatisonsaidlistingofcompanieswhichdobusinesswithIran, Sudanorany ForeignTerroristOrganization, itwillimmediatelynotifytheCityofDenton. INWITNESSWHEREOF, thepartiesofthesepresentshaveexecutedthisagreementin theyearanddayfirstabovewritten. CONTRACTOR HICKORY & RAILVENTURES, LLC BY: ______________________________ AUTHORIZEDSIGNATURE Name: ______________________________ Title: _______________________________ PHONENUMBER EMAILADDRESS CITYOFDENTON, TEXAS BY: TODDHILEMAN CITYMANAGER Contract # 6571 188 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA ATTEST: JENNIFERWALTERS, CITYSECRETARY BY: __________________________________ APPROVEDASTOLEGALFORM: AARONLEAL, CITYATTORNEY BY: __________________________________ Contract # 6571 189 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA ExhibitA SpecialTermsandConditionsforManagementServices I. ScopeofWork. TheCityherebyauthorizesandengagestheContractortomanagecertain operationsofStokeDentonasdetailedbelow. TheContractorherebyacceptssuchengagement subjecttothetermsoftheContractDocuments. TheContractorherebyagreestothefollowingin accordancewiththisContract: A. Definitions: Technology (Tech) Company: Atypeofbusinessthatfocusesprimarilyonthe developmentandmanufacturingoftechnology. Techcompaniesbuildhardware, software, algorithmsandplatforms. Tech-Enabled Company: Businessesthatleveragetechnology. Tech-enabled companiesusetechtoolstoperformorenhancetheircorebusinesses. B. ContractorDuties. 1. Providedailyco-workingspacemanagementwhichincludesbutisnotlimitedto providingstaffing includingpaymentofstaff, officesupplies, managingmember onboardingandexits, providingmembersupportandcustomerserviceandinvoicing andpayments, causingthespacetobemaintainedandingoodrepair, renting conferenceroomsandeventspace, p TechnologyServicesDepartment, andprovidingaccesstoStokeDentonafternormal workhours. 2. Handleprogrammingandevents, includingbutnotlimitedtoprovidingeducational andnetworkingopportunitiesandeventsformembersandthepublic. 3. Marketandrecruitpotentialmemberstothespacethroughthestokedenton.com website, socialmedia, andotherpromotionalandoutreachactivities. 4. Createandimplementamentor/advisornetworkbysecuringarosterofdiversementors andadvisorsandmakingthemavailabletomembersforadvising, networking, and otherapplicableactivities. 5. Createandimplementafundingandinvestornetworktooffermembersaccessto capitalinvestment. Suchfundsandinvestmentmust notbeoffereddirectlyby Contractororitsaffiliate(s). TheCitywillnotberesponsibleforanyinvestor networkingnoranyviolationofthefederalorstatesecuritieslawsasaresultofsuch networking. TheContractorshallnotactasafiduciaryinprovidingthisservice. 6. Developcommunitypartnershipsbycreatingandmaintainingrelationshipswith communitiestoprovidevaluetomembersandidentifyopportunitiesforcollaboration. 7. ProvideamonthlyfinancialreporttotheCitythatshowsanaccountingofallincome andexpensesassociatedwiththeoperationofStokeDenton. Contract # 6571 190 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA 8. MaintainthefinancialcapacitytosuccessfullyperformservicesunderthisContract. 9. AfterthefirstyearoftheContract, ifrenewed, Contractorshallmakepaymentstothe Cityinaccordancewiththeprogramcostsindicatedherein andasreflectedinthe SubleaseinExhibitB. C. CityDuties. TheCityagreestodothefollowinginitsdiscretionandasisallowedunder 1. TheCitywillprovidetheleasedspaceatStokeDentonlocatedat608EastHickory, Suite128, Denton, TexastotheContractorfortheoperationofStokeDentonatthe exceptasotherwisedetailedherein CommercialLeaseAgreementwithRailYardPartners, Ltdwhichterminateson February28, 2021. actualday-to-dayoperationofStoke Dentonbutleaseofthephysicalspaceandmaintenancethereof, includingrent, triple net, utilities, routineandnon-routinemaintenance, janitorial, printer/copierlease, pest control, Wi-Fifirewallcosts, securitycameracosts, theCityfiberallocation, wireless devicelicenses, andaudio/visualsystemrepairsandmaintenance. TheCitywillrequire asubleasetobeexecutedbetweenContractorandCityinordertooperateinthespace asofDecember1, 2017. TheSubleasewillbeintheformattachedasExhibitBhereto andshallbeexecutedbyContractorcontemporaneouslywiththisContract ( TheCitymay, initsdiscretion, provideadditionalminoroperationalcost supportasnegotiatedbetweentheparties. commerciallease forthespaceandiftheContractisrenewedforthatperiodoftime, thepartiesintend thatContractorwillnegotiatewiththeownerofthepropertyatStokeDentonforanew leaseforthespacebyFebruary2021tobeheldbyContractor. TheCitydoesnotintend torenewitsCommercialLeaseAgreementwithRailYardPartners, Ltd. 2. currentlyinplaceatStokeDenton. TheFFEwillnotbeconsideredthepersonal propertyoftheContractororanymemberofDentonStoke, andownershipoftheFFE willremainwiththeCityofDentonthroughoutthetermofthisContractandthereafter. TheContractorwillbeliableforanydamagetotheFFEduringthetermofthis Contract. 3. TheCitywillallowtheContractortousethebranding, logos, programmarkers, URL addresses, websitesandothermarketingmaterialsownedbytheCityonlyduringthe performanceoftheservicesunderthisContract. Allintellectualpropertythatiscreated by, owned, orotherwisepaidforbytheCityasaworkforhireshallbethepropertyof terminationofthisContract. Intheeventoftermination, Contractoragreestorelinquish allsuchpropertyandreturnittotheCity. II. ProgramCosts. TheContractorwillbeallowedtochargeandkeepallmembership fees collectedfrommembersofStokeDenton asofDecember1, 2017inordertooperatethespace, payforpersonnel, payforsupplies, andcoverapartialreimbursementofrentandutilitiesforStoke Contract # 6571 191 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA Denton asdetailedbelow andintheseparateSubleaseexecuted contemporaneouslywiththis Contract. mbersofStokeDentonformembershipfeeswasdated October1, 2017forfeesdueNovember 1, 2017. Anynewmembersaddedinthemonthof November2017willmakepro-ratedpaymentsdirectlytotheCity. Collectionofmembershipfees asofDecember1willbetheresponsibilityoftheContractor. Suchmembershipfees mustbe approvedbytheDirectorofEconomicDevelopmentfortheCityofDenton. A. InadditiontopayingforthecostsoftheContractorDutiesinSectionI.Babove, the Contractoragreesto thefollowingfinancialresponsibilities; however, thedatesas indicatedhereinareinitialtargetdatesandmaybemodifiedonlyasagreedtobythe DirectorofEconomicDevelopment: 1. SalaryfortheExecutiveDirector throughoutthedurationofthisContractandany subsequentrenewals. 2. Salaryforafull-timeCommunityCoordinatoronorbeforeJuly2018andthroughout theremainderoftheContractandanysubsequentrenewals. 3. Salaryforapart-timeMarketingDirectoronorbeforeDecember2018 anduntil December2019. 4. Salaryforafull-timeMarketingDirectorinlieuofpart-timeonorbeforeDecember 2019andthroughouttheremainderoftheContractandanysubsequentrenewals. 5. InitialMarketingCostsbeginningDecember2017intheamountof $100permonth. 6. IncreaseinMarketingCostsbeginning June2018totheamountof $500permonth. 7. IncreaseinMarketingCostsbeginningDecember2018totheamountof $750per month. 8. IncreaseinMarketCostsbeginninginJuly2019totheamountof $1,500permonth. 9. ProvideCapitalImprovements toStokeDentonintheamountof $29,000overathree yearperiod, beginningFebruary2018. SuchCapitalImprovementsshallincludethe installationofceilinginsulationtoeliminateechoandsoundtravelinthecommonwork areaandprovidebettersoundisolationbetweentheconferenceroomsthatshareawall andthenewlayoutsofthecommonarea. AnysuchCapitalImprovementsshallbe completedinaccordancewithfederal, stateandlocallaws. Theamountandkindof capitalimprovementsprovidedshallbereflectedintheannualcomprehensivereport tothecityofDentoninaccordancewith Paragraph IV.E.2 herein. AnyCapital EconomicDevelopmentpriortoinstallation. B. TheContractorfurtheragreestotheadditionalpaymentstotheCityasfollows: 1. PaymentbeginningYear2oftheContract, ifrenewed, inaccordancewiththeHRV FinancialProjections ExhibitG, Contractor shallpaytotheCitytheamountof $1,000permonthbeginningDecember1, 2018as reimbursementforrentoftheleasedspaceatStokeDenton. Suchpaymentshallbe dueonandpayableonorbeforethefirstofeachmonthandeveryfirstofthemonth thereafterforsolongasthisContractremainsrenewedandactive. 2. PaymentbeginningYear3oftheContract, ifrenewed, inaccordancewiththeHRV FinancialProjections ExhibitG, Contractor Contract # 6571 192 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA shallpaytotheCitytheadditionalamountof $1,000permonthbeginningDecember 1, 2019asreimbursementforutilitiesoftheleased spaceatStokeDenton. Such paymentshallbedueandpayableonorbeforethefirstofeachmonthandeveryfirst ofthemonththereafterforsolongasthisContractremainsrenewedandactive. 3. Ifpaymentsarenottimelymadeinaccordancewiththisparagraph, interestshallaccrue ontheunpaidbalanceatthemaximumlawfulrate. Contractorunderstandsthatthe CityisnotchargingadamagedepositforleaseofStokeDentonandanydamagesto thepropertywillbebilledtotheContractorasseparateamountsdueandowingabove andbeyondthepaymentsasdescribedherein. TheContractoragreestopaysuch additionalamountswithin30daysofinvoicingbytheCityorasotherwisestatedinthe SubleaseAgreement. Anypaymentswillbemadebycheckunlessthepartiesmutually agreetopaymentbycreditcardorelectronictransferoffunds. Checksshallbepayable totheCityofDentonandsenttotheDirectorofEconomicDevelopment. III. ContractTermandTermination. TheContracttermwillbeforaninitialone (1) yearperiod, effectivefromthedateoftheawardasdeterminedbytheCityofDentonPurchasingDepartment. TheCitywillhavetheoptiontorenewtheContractforadditional one-yearperiod(s) atits discretionbutinnoeventshalltheContractextendbeyondthe February28, 2021lease terminationdate. TheContractmaybeterminatedbytheCitywiththirty (30) dayswrittennotice totheContractor; providedthat, intheeventofnonrenewalduetotheCitynotallottingor appropriatingsufficientfundsfortherenewedfiscalyear, theCitymayterminatethisContract withoutnotice. Thefollowingconditionswillbegroundsforautomaticterminationwithoutnotice duringthetermoftheContract: (1) Failuretomeetthemetricsanddeliverablesasstatedhereinor ContractorotherwiseisinbreachofthisContract; (2) StokeDentonisdestroyedbycasualty; (3) StokeDentonistakenbyeminentdomaineitherinwholeorinpart; (4) Contractorappliesfor, consentsto, orisinvoluntarilysubjectedtoreceivership, trustee, orliquidatorofallorsubstantially allofitsassets; (5) Contractorfilesforbankruptcyorbecomesotherwiseinsolvent; (6) Contractor failstoprovideormaintaininsurancefortheStokeDentonoperation; and (7) anyothercause D. Terminationof theContractwillresultinterminationoftheSublease. IntheeventofterminationoftheContract, ContractorshallleaveStokeDenton, returnallofStokeDentonpropertytotheCityandleave StokeDentoninitsoriginalconditionexceptforanycapitalimprovementscompletedshallremain ontheproperty. IV. DeliverablesandPerformanceMetrics. TheContractormustproducethefollowing deliverablesandmetrics: A. Members 1. Metrics a. Numberofactivememberships b. Percentageoftechortech-enabledmembers c. Membersatisfaction 2. Deliverables Contract # 6571 193 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA a. EconomicDevelopmentdetailing thenumber, type, andcompanynameofactivememberships, thepercentageoftech ortech-enabledmembers, andtheresultsofthemonthlymembersatisfaction survey. B. Marketing 1. Metrics a. Numberofregionalstartupandtecheventsponsorships b. c. ActivedailyuseofStokesocialmedia 2. Deliverables a. DevelopmentbyJanuary1, 2018, detailinghowtheContractorwillactivelymarket Stoketoentrepreneurs, startups, techcompanies, andremoteworkerswithina50- mileradius. b. thenumberofeventsponsorships, numberofblogposts, andpagesviews, reach, postengagements, impressions, orotherappropriatedataofsocialmediaactivity C. Programming/Events 1. Metrics a. Numberofeducationalevents/programsheldatStokepermonth b. Numberofstartup/techeventsheldatStokepermonth c. Numberofmentorsessionavailable/usedpermonth 2. Deliverables a. thenumberofeducationalevents/program, numberofstartup/techevents, and numberofmentorsessionavailable/used. D. Partnerships 1. Metrics a. education, nonprofit, andgovernmentalcommunities. 2. Deliverables a. StokepartnershipactivitieswithUniversityofNorthTexas, TechMill, Brand Accelerant, DentonAngels, andotherrelevantentities E. AdditionalReporting Contract # 6571 194 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA 1. Monthlyf EconomicDevelopmentmonthlyprofitandlossstatementsforStoke Denton operationsandthedatarequiredunderSec. I.B.7above. 2. Comprehensiveannualreport: TheContractor EconomicDevelopmentnolaterthanNovember1, 2018, anannualcomprehensive outputsandoutcomesreportsummarizingmetricsincategoriesA-Dabove, alongwith informationsuchasStokeMemberCompanyfinancialoremploymentgrowth, capital fundingsuccess, exits, andotherrelevantindicatorsofmemberbusinesshealthand growth. Theoutputsandoutcomesdatainthecomprehensiveannualreportwillbeused todefinemetricsanddeliverablesinfuturecontracts. V. SpecialEvents. Liquormaybeallowedonlyatspecialeventscateredbythirdpart(ies), so longasthethird-partycaterer DramShopinsurance, in sufficientamountsasdeterminedbytheCityofDenton. VI. Insurance. andConditions. TheContractormustaddtheCityasanadditionalinsuredonpoliciesrequired underthisContract. Moreover, theContractorshallassumeallrisksinconnectionwiththe adequacyofanyinsuranceorself-insuranceprogramandwaivesanyclaimagainsttheCityfor anyliability, costsorexpensesarisingoutofanyuninsuredclaim, inpartorinfull, oranynature whatsoever. TheContractorshallprovidetheCitywithacopyoftheCertificateofInsurance showingcompliancewiththissectionwithinareasonabletimeaftertheeffectivedateofthis Contract. VII. INDEMNITY. CONTRACTORAGREESTOINDEMNIFY, HOLDHARMLESS, ANDDEFENDTHECITY, ITSOFFICERS, OFFICIALS, AGENTS, EMPLOYEES, AND REPRESENTATIVESFROMANDAGAINSTANYANDALLCLAIMSORSUITSFOR INJURIES, DAMAGE, LOSSESANDEXPENSESINCLUDINGBUTNOTLIMITEDTO CHARACTER, ARISINGOUTOFORINCONNECTIONWITHTHEPERFORMANCE BYTHECONTRACTORORTHECITYOFTHEDUTIESUNDERTHISAGREEMENT, INCLUDINGALLSUCHCLAIMSORCAUSESOFACTIONBASEDUPONCOMMON, CONSTITUTIONAL, ORSTATUTORYLAW, ORBASEDINWHOLEORINPART UPONALLEGATIONSOFNEGLIGENTORINTENTIONALACTSOFTHECITY, ITS OFFICERS, EMPLOYEES, AGENTS, SUBCONTRACTORS, LICENSEESAND INVITEES, OROFTHECONTRACTOR, ITSDIRECTORS, EMPLOYEES, AGENTS ANDREPRESENTATIVES, ORCLAIMSOFANYPASTORFUTURELIFE/SAFETY CODEVIOLATIONS, ORANYREQUIREMENTORAWARDRELATINGTOCOURSE OFEMPLOYMENT, WORKINGCODNITIONS, WAGES, AND/ORCOMPENSATION OFEMPLOYEESORFORMEREMPLOYEES ATSTOKEDENTONINCLUDING VIOLATIONSOFANYSTATE, LOCAL, ORFEDERALEMPLOYEMNTOROTHER LAWWHETHERCOMMONLAWORSTATUTORY, ANDINJURYTOPERSONSAND DAMAGETOPROPERTYORBUSINESSBYREASONOFANYCAUSE WHATSOEVERINANDABOUTSTOKEDENTONORELSEWHERE, UNLESSSUCH BREACHOFAGREEMENT. ANYINDEMNIFICATION SHALLAPPLY REGARDLESSOFWHETHERORNOTSAIDCLAIM, DAMAGE, LOSSOREXPENSE Contract # 6571 195 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA ISCOVEREDBYINSRUANCEASHEREINPROVIDED. INTHEEVENTTHATA CLAIMISASSERTEDAGAINSTEITHERPARTYORBOTH, CONTRACTORMUST PROVIDETHECITYWITHACOPYOFSUCHCLAIMWITHINAREASONABLE TIMEFROMRECEIPT. VIII. IndependentContractorStatus. TheContractorisanindependentcontractor, andnothing inthisContract, shallbeconstruedorimpliedtocreateanypartnership, joinventure, agency, franchise, salesrepresentative, oremploymentrelationshipbetweentheparties. Neitherpartyisan agentorrepresentativeoftheotherorisauthorizedtomakeanywarrantiesorassumeorcreate anyotherobligationsonbehalfoftheother. IX. Compliance. ContractormustmakeallreasonableeffortstocomplywithallFederal, State, andLocallaws, rules, regulations, requirements, orders, notices, determinations, andordinances oftheCityofDenton, includingwithoutlimitation, thestateandlocalliquorauthorities, andthe requirementsofanyinsurancecompaniescoveringanyoftherisksagainstwhichStokeDentonis insured. Contract # 6571 196 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA EXHIBITB SUBLEASE BasicInformation EffectiveDate: DatesignedbySublessor Sublessor: CityofDenton, aTexashome-rulemunicipalcorporation 215E. McKinneySt., Denton, Texas76201 Sublessee: Hickory & RailVentures, LLC, aTexaslimitedliability company 608E. HickorySt., Suite128, Denton, Texas76205 SubleasedPremises: 608E. HickorySt., Suite128, Denton, Texas SubleaseCommencementDate: December1, 2017 SubleaseTerminationDate: December1, 2018 SubleaseTerm: 12months SubleaseRent: $1.00peryear PermittedSubleaseUse: Generalofficeuse BaseLease Date: September15, 2015 Landlord: RailYardPartners, Ltd, aTexaslimitedpartnership Tenant: CityofDenton, aTexashome-rulemunicipalcorporation Premises: 608E. HickorySt., Suite128, Denton, Texas A. A.1. Sublesseeagreesto A.1.a. SubleasetheSubleasedPremisesfortheSubleaseTermbeginningontheSublease CommencementDateandendingontheSubleaseTerminationDate. A.1.b. PaytheSubleaseRenttoSublessorinadvanceofthefirstdayofeachmonth. A.1.c. leasedPremisesandtermsof theBaseLease, withtheexceptionofArticleThree, astheyapplytotheSubleasedPremises. Contract # 6571 197 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA A.1.d. VacatetheSubleasedPremisesandreturnallkeystotheSubleasedPremiseson terminationofthissublease. A.1.e. INDEMNIFY, DEFEND, ANDHOLDSUBLESSORANDSUBLESSORSAGENTS HARMLESSFROMANYINJURYORDEATH (ANDANYRESULTINGOR RELATEDCLAIM, ACTION, LOSS, LIABILITY, ORREASONABLEEXPENSE, INCLUDINGATTORNEYSFEESAND OTHERFEESANDCOURT ANDOTHERCOSTS) OCCURRINGINANYPORTIONOFTHE SUBLEASEDPREMISES. THEINDEMNITYCONTAINEDINTHISPARAGRAPH (i) IS INDEPENDENTOFSUBLESSEESINSURANCE, (ii) WILLNOTBELIMITEDBY COMPARATIVENEGLIGENCESTATUTESORDAMAGESPAIDUNDERTHEWORKERS COMPENSATIONACTORSIMILAREMPLOYEEBENEFITACTS, (iii) WILLSURVIVETHE ENDOFTHESUBLEASETERM, AND (iv) WILLAPPLYEVENIFANINJURYORDEATHIS CAUSEDINWHOLEORINPARTBYTHEORDINARYNEGLIGENCEORSTRICTLIABILITY OFSUBLESSORORSUBLESSORSAGENTS, BUTWILLNOTAPPLYTOTHEEXTENTAN INJURYISCAUSEDBYTHEGROSSNEGLIGENCEORWILLFULMISCONDUCTOF SUBLESSORORSUBLESSORSAGENTS. A.1.f. MaintainliabilityinsurancefortheSubleasedPremisesandtheconductof theamountsstatedinthe BaseLease. A.1.g. A.1.h. IfalcoholistobeservedontheSubleasedPremises, complywithallStatelawsand regulationsandmaintainhostliquorliabilityinsuranceintheamountsrequiredbytheSublessor. A.1.i. DelivercertificatesofinsurancetoSublessorbeforetheSubleaseCommencement Dateandthereafterwhenrequested. A.2. Sublesseeagreesnotto A.2.a. UsetheSubleasedPremisesforanypurposeotherthanthePermittedSubleaseUse. A.2.b. Createanuisance. A.2.c. managementofthebuilding. A.2.d. Permitanywaste. A.2.e. UsetheSubleasedPremisesinanywaythatisextrahazardous, wouldincrease insurancepremiums, orwouldvoidinsuranceonthebuilding. A.2.f. A.2.g. AltertheSubleasedPremisesinanywayotherthantheCapitalImprovements providedintheContract6571byandBetweenCityofDenton, TexasandHickory & Rail providedbyapprovaloftheDirectorofEconomicDevelopmentfortheCity. Contract # 6571 198 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA A.2.h. AllowalientobeplacedontheSubleasedPremises. A.2.i. AssignthissubleaseorsubleaseanyportionoftheSubleasedPremiseswithout arenotsubleases. B. Sublessoragreesto B.1. SubleasetheSubleasedPremisestoSublesseefortheSubleaseTerm. B.2. B.3. B.4. MakeavailabletotheSubleasedPremisesallservicesandrightsprovidedunder theBaseLease. B.5. C. GeneralProvisions SublessorandSublesseeagreetothefollowing: C.1. DefaultsbySublesseeare (a) failingtopaytimelySubleaseRent, (b) abandoning orvacatingasubstantialportionoftheSubleasedPremises, and (c) failingtocomplywithin10 daysafterwrittennoticewithanyprovisionoftheBaseLease, Sublease, orManagement Agreementotherthanthedefaultssetforthin (a) or (b). C.2. enterandtakepossessionof theSubleasedPremises, afterwhichSublessormayrelettheSubleasedPremisesonbehalfof SublesseeandreceivetheSubleaseRentdirectlybyreasonofthereletting, andSublesseeagrees toreimburseSublessorforanyexpendituresmadeinordertorelet, (b) entertheSubleased terminatethissubleasebywrittennotice andsuefordamages. C.3. DefaultbySublessorisfailingtocomplywithanyprovisionofthissubleasewithin thirtydaysafterwrittennoticeorforsuchlesserperiodprovidedintheBaseLease. C.4. isthefailur necessaryforSublesseetooccupytheSubleasedPremises, terminatetheSublease. C.5. ThissubleaseissubordinatetotheBaseLease, acopyofwhichSublessee acknowledgesasreceived. C.6. Sublessormayretain, destroy, ordisposeofanypropertyleftintheSubleased PremisesattheendoftheSubleaseTerm. Contract # 6571 199 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA C.7. SublessorhasalltherightsofLandlordundertheBaseLeaseastoSublessee. C.8. Ifeitherpartyretainsanattorneytoenforcethissublease, thepartyprevailingin D. ExtensionOption SublessorandSublesseeagreetothefollowing: D.1. SublessorgrantsSublessee anoptiontoextendtheTermforthetwoadditional continueunti D.2. righttopossessionofthePremisesisterminated, (2) Sublesseeassignsitsinterestinthesublease, 3) Sublesseefailstotimelyexercisetheoption, or (4) defaultexistsatthetimeSublesseeseeks toexercisetheoption. D.3. Duringtheeachadditionaltermthesubleasewillcontinueaswrittenexceptthat theBaseRentforFirstExtensionTermwillbe $1,000.00permonthandtheBaseRentandutilities fortheSecondExtensionTermwillbe $2,000.00permonthinaccordancewiththeManagement Agreement. D.4. TheoptiontoextendfortheFirstExtensionTermmustbeexercisedbywritten noticedeliveredtoSublessor90daysbeforetheendoftheTerm. D.4. TheoptiontoextendfortheSecondExtensionTermmustbeexercisedbywritten noticedeliveredtoSublessor90daysbeforetheendoftheFirstExtensionTerm. Thisspaceleftblankintentionally ----- Contract # 6571 200 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA Sublessor: CityofDenton, aTexashome-rulemunicipal corporation ToddHileman, CityManager DateofExecution: ____________________ Approvedastoform: AaronLeal, CityAttorney Sublessee: Hickory & RailVentures, LLC, aTexaslimited liabilitycompany MarshallCulpepper, ManagingMember DateofExecution: ____________________ ConsentofLandlord LandlordconsentstothissubleasebySublessortoSublessee. Landlord: RailYardPartners, Ltd., aTexaslimited partnership BrandonMartino, ManagingMember, Orison Holdings, LLC, aTexaslimitedliabilitycompany, andgeneralpartnerofRailYardPartners, Ltd. DateofExecution: ____________________ Contract # 6571 201 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA ExhibitD StandardPurchaseTermsandConditions ThesestandardTermsandConditionsandtheTermsandConditions, Specifications, Drawings contracts/purchaseordersissuedbytheCityofDentonhereinafterreferredtoastheCityorBuyer andtheSellerorrespondenthereinafterreferredtoasContractororSupplier. Anydeviationsmust Supplier. NoTermsandConditionscontainedin statementshallservetomodifythetermssetforthherein. Ifthereisaconflictbetweenthe provisionsonthefaceofthecontract/purchaseorderthesewrittenprovisionswilltakeprecedence. TheContractoragreesthatthecontractshallbegovernedbythefollowingtermsandconditions, unlessexceptionsaredulynotedandfullynegotiated. Unlessotherwisespecifiedinthecontract, Sections3, 4, 5, 6, 7, 8, 20, 21, and36shallapplyonlytoasolicitationtopurchasegoods, and sections9, 10, 11, 22and32shallapplyonlytoasolicitationtopurchaseservicestobeperformed of-way. 1. . TheContractorshallfullyandtimelyprovideall theterms, covenants, andconditionsoftheContractandallapplicableFederal, State, andlocal laws, rules, andregulations. 2. EFFECTIVEDATE/TERM. UnlessotherwisespecifiedintheSolicitation, thisContractshall beeffectiveasofthedatethecontractissignedbytheCity, andshallcontinueineffectuntilall obligationsareperformedinaccordancewiththeContract. 3. CONTRACTORTOPACKAGEDELIVERABLES: TheContractorwillpackage deliverablesinaccordancewithgoodcommercialpracticeandshallincludeapackinglistshowing thedescriptionofeachitem, thequantityandunitpriceunlessotherwiseprovidedinthe SpecificationsorSupplementalTermsandConditions, eachshippingcontainershallbeclearly addressandpurchaseorderorpurchasereleasenumberandthepriceagreement numberif applicable, (c) Containernumberandtotalnumberofcontainers, e.g. box1of4boxes, and (d) the numberofthecontainerbearingthepackinglist. TheContractorshallbearcostofpackaging. Deliverablesshallbesuitablypackedtosecurelowesttransportationcostsandtoconformtoall therequirementsofcommoncarriersandanyapplicablespecification. TheCity'scountorweight shallbefinalandconclusiveonshipmentsnotaccompaniedbypackinglists. 4. SHIPMENTUNDERRESERVATIONPROHIBITED: TheContractorisnotauthorizedto shipthedeliverablesunderreservationandnotenderofabillofladingwilloperateasatenderof deliverables. 5. TITLE & RISKOFLOSS: TitletoandriskoflossofthedeliverablesshallpasstotheCity onlywhentheCityactuallyreceivesandacceptsthedeliverables. 6. DELIVERYTERMSANDTRANSPORTATIONCHARGES: Deliverablesshallbe shippedF.O.B. pointofdeliveryunlessotherwisespecifiedintheSupplementalTermsand Contract # 6571 202 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA Conditions. Unlessotherwises alldeliveryandtransportationcharges. TheCityshallhavetherighttodesignatewhatmethodof transportationshallbeusedtoshipthedeliverables. Theplaceofdeliveryshallbethatsetforth thepurchaseorder. 7. RIGHTOFINSPECTIONANDREJECTION: TheCityexpresslyreservesallrightsunder law, including, butnotlimitedtotheUniformCommercialCode, toinspectthedeliverablesat deliverybeforeacceptingthem, andtorejectdefectiveornon-conformingdeliverables. IftheCity shall furnish, orcausetobefurnished, withoutadditionalcharge, allreasonablefacilitiesandassistance totheCitytofacilitatesuchinspection. 8. NOREPLACEMENTOFDEFECTIVETENDER: Everytenderordeliveryofdeliverables mustfullycomplywithallprovisionsoftheContractastotimeofdelivery, quality, andquantity. Anynon-complyingtendershallconstituteabreachandtheContractorshallnothavetherightto substituteaconformingtender; provided, wherethetimeforperformancehasnotyetexpired, the ContractormaynotifytheCityoftheintentiontocureandmaythenmakeaconformingtender withinthetimeallottedinthecontract. 9. PLACEANDCONDITIONOFWORK: TheCityshallprovidetheContractoraccesstothe siteswheretheContractoristoperformtheservicesasrequiredinorderfortheContractorto performtheservicesinatimelyandefficientmanner, inaccordancewithandsubjecttothe applicablesecuritylaws, rules, andregulations. TheContractoracknowledgesthatithassatisfied essentialcharacteristicsoftheworksites, thequalityandquantityofmaterials, equipment, labor andfacilitiesnecessarytoperformtheservices, andanyotherconditionorstateoffactwhichcould herebyreleasesandholdstheCityharmlessfromandagainstanyliabilityorclaimfordamagesof anykindornatureiftheactualsiteorserviceconditionsdifferfromexpectedconditions. Thecontractorshall, atalltimes, exercisereasonableprecautionsforthesafetyoftheiremployees, facilities. 10. WORKFORCE A. TheContractorshallemployonlyorderlyandcompetentworkers, skilledintheperformance oftheserviceswhichtheywillperformundertheContract. B. TheContractor, itsemployees, subcontractors, andsubcontractor'semployeesmaynotwhile engagedinparticipatingorrespondingtoasolicitationorwhileinthecourseandscopeof deliveringgoodsorservicesunderaCityofDentoncontractorontheCity'sproperty . i. useorpossessafirearm, includingaconcealedhandgunthatislicensedunderstatelaw, exceptasrequiredbythetermsofthecontract; or ii. useorpossessalcoholicorotherintoxicatingbeverages, illegaldrugsorcontrolled substances, normaysuchworkersbeintoxicated, orundertheinfluenceofalcoholordrugs, on thejob. C. IftheCityortheCity'srepresentativenotifiestheContractorthatanyworkerisincompetent, disorderlyordisobedient, hasknowinglyorrepeatedlyviolatedsafetyregulations, haspossessed anyfirearms, orhaspossessedorwasundertheinfluenceofalcoholordrugsonthejob, the ContractorshallimmediatelyremovesuchworkerfromContractservices, andmaynotemploy Contract # 6571 203 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA suchworkeragainonContractserviceswithouttheCity'spriorwrittenconsent. Immigration: TheContractorrepresentsandwarrantsthatitshallcomplywiththerequirements oftheImmigrationReformandControlActof1986and1990regardingemploymentverification andretentionofverificationformsforanyindividualshiredonorafterNovember6, 1986, who willperformanylabororservicesundertheContractandtheIllegalImmigrationReformand 11. COMPLIANCEWITHHEALTH, SAFETY, ANDENVIRONMENTAL REGULATIONS: complyfullywithallapplicablefederal, state, andlocalhealth, safety, andenvironmentallaws, ordinances, rulesandregulationsintheperformanceoftheservices, includingbutnotlimitedto thosepromulgatedbytheCityandbytheOccupationalSafetyandHealthAdministration (OSHA). Incaseofconflict, themoststringentsafetyrequirementshallgovern. TheContractorshall indemnifyandholdtheCityharmlessfromandagainstallclaims, demands, suits, actions, obligationsunderthisparagraph. EnvironmentalProtection: TheRespondentshallbeincompliancewithallapplicablestandards, orders, orregulationsissuedpursuanttothemandatesoftheCleanAirAct (42U.S.C. §7401et seq.) andtheFederalWaterPollutionControlAct, asamended, (33U.S.C. §1251etseq.). 12. INVOICES: A. TheContractorshallsubmitseparateinvoicesinduplicateoneachpurchaseorderorpurchase releaseaftereachdelivery. IfpartialshipmentsordeliveriesareauthorizedbytheCity, aseparate invoicemustbesentforeachshipmentordeliverymade. B. ProperInvoicesmustincludeauniqueinvoicenumber, thepurchaseorderordelivery thenameofthepointofcontactfortheDepartment. Invoicesshallbeitemizedand transportationcharges, ifany, shallbelistedseparately. Acopyofthebillofladingandthefreight addressand, ifapplicable, thetaxidentificationnumberontheinvoicemustexactlymatchthe C. Invoicesforlaborshallincludeacopyofalltime-sheetswithtradelaborrateanddeliverables ordernumberclearlyidentified. Invoicesshallalsoincludeatabulationofwork-hoursatthe appropriateratesandgroupedbyworkordernumber. Timebilledforlaborshallbelimitedto hoursactuallyworkedattheworksite. D. UnlessotherwiseexpresslyauthorizedintheContract, theContractorshallpassthroughall Subcontractandotherauthorizedexpensesatactualcostwithoutmarkup. E. Federalexcisetaxes, Statetaxes, orCitysalestaxesmustnotbeincludedintheinvoiced amount. TheCitywillfurnishataxexemptioncertificateuponrequest. 13. PAYMENT: A. AllproperinvoicesneedtobesenttoAccountsPayable. Approvedinvoiceswillbepaidwithin blesoroftheinvoicebeingreceived inAccountsPayable, whicheverislater. B. Ifpaymentisnottimelymade, (perparagraphA); interestshallaccrueontheunpaid balanceatthelesseroftheratespecifiedinTexasGovernmentCodeSection2251.025orthe maximumlawfulrate; except, ifpaymentisnottimelymadeforareasonforwhichtheCity Contract # 6571 204 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA maywithholdpaymenthereunder, interestshallnotaccrueuntilten (10) calendardaysafter thegroundsforwithholdingpaymenthavebeenresolved. C. IfpartialshipmentsordeliveriesareauthorizedbytheCity, theContractorwillbepaidforthe partialshipmentordelivery, asstatedabove, providedthattheinvoicematchestheshipmentor delivery. D. TheCitymaywithholdorsetofftheentirepaymentorpartofanypaymentotherwiseduethe Contractortosuchextentasmaybenecessaryonaccountof: i. deliveryofdefectiveornon-conformingdeliverablesbytheContractor; ii. thirdpartyclaims, whicharenotcoveredbytheinsurancewhichtheContractoris requiredtoprovide, arefiledorreasonableevidenceindicatingprobablefilingofsuch claims; iii. failureoftheContractortopaySubcontractors, orforlabor, materialsorequipment; iv. damage whichisnotcoveredbyinsurancerequiredtobeprovidedbytheContractor; timespecifiedintheContract, andthattheunpaidbalancewouldnotbeadequateto coveractualordamagesfortheanticipateddelay; vi. failureoftheContractortosubmitproperinvoiceswithpurchaseordernumber, withall requiredattachmentsandsupportingdocumentation; or vii. failureoftheContractortocomplywithanymaterialprovisionoftheContract Documents. E. NoticeisherebygiventhatanyawardedfirmwhoisinarrearstotheCityofDentonfor delinquenttaxes, theCitymayoffsetindebtednessowedtheCitythroughpaymentwithholding. F. Paymentwillbemadebycheckunlessthepartiesmutuallyagreetopaymentbycreditcardor electronictransferoffunds. TheContractoragreesthatthereshallbenoadditionalcharges, surcharges, orpenaltiestotheCityforpaymentsmadebycreditcardorelectronicfundstransfer. G. Theawardingorcontinuationofthiscontractisdependentupontheavailabilityoffunding. The dandavailablefor thiscontract. TheabsenceofAppropriatedorotherlawfullyavailablefundsshallrenderthe ContractnullandvoidtotheextentfundsarenotAppropriatedoravailableandanydeliverables deliveredbutunpaidshallbereturnedtotheContractor. TheCityshallprovidetheContractor writtennoticeofthefailureoftheCitytomakeanadequateAppropriationforanyfiscalyearto paytheamountsdueundertheContract, orthereductionofanyAppropriationtoanamount insufficienttopermittheCitytopayitsobligationsundertheContract. Intheeventofnoneor inadequateappropriationoffunds, therewillbenopenaltynorremovalfeeschargedtotheCity. 14. TRAVELEXPENSES: Alltravel, lodgingandperdiemexpensesinconnectionwiththe ContractshallbepaidbytheContractor, unlessotherwisestatedinthecontractterms. Duringthe termofthiscontract, thecontractorshallbillandtheCityshallreimbursecontractorforall reasonableandapprovedoutofpocketexpenseswhichareincurredintheconnectionwiththe performanceofdutieshereunder. Notwithstandingtheforegoing, expensesforthetimespentby thecontractorintravelingtoandfromCityfacilitiesshallnotbereimbursed, unlessotherwise negotiated. 15. FINALPAYMENTANDCLOSE-OUT: A. IfaDBE/MBE/WBEProgramPlanisagreedtoandtheContractorhasidentified Subcontractors, theContractorisrequiredtosubmitaContractClose-OutMBE/WBECompliance ReporttothePurchasingManagernolaterthanthe15thcalendardayaftercompletionofallwork underthecontract. Finalpayment, retainage, orbothmaybewithheldiftheContractorisnotin Contract # 6571 205 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA compliancewiththerequirementsasacceptedbytheCity. B. Themakingandacceptanceoffinalpaymentwillconstitute: i. awaiverofallclaimsbytheCityagainsttheContractor, exceptclaims (1) whichhave beenpreviouslyassertedinwritingandnotyetsettled, (2) arisingfromdefectiveworkappearing afterfinalinspection, (3) arisingfromfailureoftheContractortocomplywiththeContractorthe undertheContract, includingbutnotlimitedtoindemnityandwarrantyobligations, or (5) arising undertheCit otherthanthosepreviouslyassertedinwritingandnotyetsettled. 16. SPECIALTOOLS & TESTEQUIPMENT: IfthepricestatedontheOfferincludesthecost ofanyspecialtoolingorspecialtestequipmentfabricatedorrequiredbytheContractorforthe purposeoffillingthisorder, suchspecialtoolingequipmentandanyprocesssheetsrelatedthereto shallbecomethepropertyoftheCityandshallbeidentifiedbytheContractorassuch. 17. RIGHTTOAUDIT: A. TheCityshallhavetherighttoauditandmakecopiesofthebooks, recordsandcomputations pertainingtotheContract. TheContractorshallretainsuchbooks, records, documentsandother evidencepertainingtotheContractperiodandfiveyearsthereafter, exceptifanauditisinprogress orauditfindingsareyetunresolved, inwhichcaserecordsshallbekeptuntilallaudittasksare completedandresolved. Thesebooks, records, documentsandotherevidenceshallbeavailable, withinten (10) businessdaysofwrittenrequest. Further, theContractorshallalsorequireall Subcontractors, materialsuppliers, andotherpayeestoretainallbooks, records, documentsand otherevidencepertainingtotheContract, andtoallowtheCitysimilaraccesstothosedocuments. Allbooksandrecordswillbemadeavailablewithina50mileradiusoftheCityofDenton. The costoftheauditwillbebornebytheCityunlesstheauditrevealsanoverpaymentof1% orgreater. Ifanoverpaymentof1% orgreateroccurs, thereasonablecostoftheaudit, includinganytravel costs, mustbebornebytheContractorwhichmustbepayablewithinfive (5) businessdaysof receiptofaninvoice. B. FailuretocomplywiththeprovisionsofthissectionshallbeamaterialbreachoftheContract includedraftsandelectronicfiles, evenifsuchdraftsorelectronicfilesaresubsequentlyusedto generateorprepareafinalprinteddocument. 18. SUBCONTRACTORS: A. IftheContractoridentifiedSubcontractorsinaDBE/MBE/WBEagreedtoPlan, theContractor shallcomplywithallrequirementsapprovedbytheCity. TheContractorshallnotinitiallyemploy anySubcontractoridentifiedinthePlan, unlessthesubstitutehasbeenacceptedbytheCityin writing. NoacceptancebytheCityofanySubcontractorshallconstituteawaiverofanyrightsor remediesoftheCitywithrespecttodefectivedeliverablesprovidedbyaSubcontractor. IfaPlan hasbeenapproved, theContractorisadditionallyrequiredtosubmitamonthlySubcontract AwardsandExpendituresReporttotheProcurement Manager, nolaterthanthetenthcalendarday ofeachmonth. B. WorkperformedfortheContractorbyaSubcontractorshallbepursuanttoawrittencontract betweentheContractorandSubcontractor. Thetermsofthesubcontractmaynotconflictwiththe termsoftheContract, andshallcontainprovisionsthat: Contract # 6571 206 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA i. requirethatalldeliverablestobeprovidedbytheSubcontractorbeprovidedinstrict accordancewiththeprovisions, specificationsandtermsoftheContract; ii. prohibittheSubcontractorfromfurthersubcontractinganyportionoftheContract withoutthepriorwrittenconsentoftheCityandtheContractor. TheCitymayrequire, as aconditiontosuchfurthersubcontracting, thattheSubcontractorpostapaymentbondin form, substanceandamountacceptabletotheCity; iii. requireSubcontractorstosubmitallinvoicesandapplicationsforpayments, including anyclaimsforadditionalpayments, damagesorotherwise, totheContractorinsufficient timetoenabletheContractortoincludesamewithitsinvoiceorapplicationforpayment totheCityinaccordancewiththetermsoftheContract; iv. requirethatallSubcontractorsobtainandmaintain, throughoutthetermoftheir contract, insuranceinthetypeandamountsspecifiedfortheContractor, withtheCity beinganamedinsuredasitsinterestshallappear; and v. requirethattheSubcontractorindemnifyandholdtheCityharmlesstothesameextent astheContractorisrequiredtoindemnifytheCity. C. TheContractorshallbefullyresponsibletotheCityforallactsandomissionsofthe SubcontractorsjustastheContractorisresponsiblefortheContractor'sownactsandomissions. NothingintheContractshallcreateforthebenefitofanysuchSubcontractoranycontractual relationshipbetweentheCityandanysuchSubcontractor, norshallitcreateanyobligationonthe partoftheCitytopayortoseetothepaymentofanymoneysdueanysuchSubcontractorexcept asmayotherwiseberequiredbylaw. D. TheContractorshallpayeachSubcontractoritsappropriateshareofpaymentsmadetothe Contractornotlaterthanten (10) calendardaysafterreceiptofpaymentfromtheCity. 19. WARRANTY-PRICE: A. TheContractorwarrantsthepricesquotedintheOfferarenohigherthantheContractor's currentpricesonordersbyothersforlikedeliverablesundersimilartermsofpurchase. B. TheContractorcertifiesthatthepricesintheOfferhavebeenarrivedatindependentlywithout consultation, communication, oragreementforthepurposeofrestrictingcompetition, astoany matterrelatingtosuchfeeswithanyotherfirmorwithanycompetitor. C. Inadditiontoanyotherremedyavailable, theCitymaydeductfromanyamountsowedtothe Contractor, orotherwiserecover, anyamountspaidforitemsinexcessoftheContractor'scurrent pricesonordersbyothersforlikedeliverablesundersimilartermsofpurchase. 20. WARRANTY TITLE: TheContractorwarrantsthatithasgoodandindefeasibletitletoall deliverablesfurnishedundertheContract, andthatthedeliverablesarefreeandclearofallliens, claims, securityinterestsandencumbrances. TheContractorshall indemnifyandholdtheCity harmlessfromandagainstalladversetitleclaimstothedeliverables. 21. WARRANTY DELIVERABLES: TheContractorwarrantsandrepresentsthatall deliverablessoldtheCityundertheContractshallbefreefromdefectsindesign, workmanshipor manufacture, andconforminallmaterialrespectstothespecifications, drawings, anddescriptions intheSolicitation, toanysamplesfurnishedbytheContractor, totheterms, covenantsand conditionsoftheContract, andtoallapplicableState, Federalorlocallaws, rules, andregulations, andindustrycodesandstandards. UnlessotherwisestatedintheSolicitation, thedeliverablesshall beneworrecycledmerchandise, andnotusedorreconditioned. A. Recycleddeliverablesshallbeclearlyidentifiedassuch. B. TheContractormaynotlimit, excludeordisclaimtheforegoingwarrantyoranywarranty impliedbylaw; andanyattempttodososhallbewithoutforceoreffect. Contract # 6571 207 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA C. UnlessotherwisespecifiedintheContract, thewarrantyperiodshallbeatleastoneyearfrom thedateofacceptanceofthedeliverablesorfromthedateofacceptanceofanyreplacement deliverables. Ifduringthewarrantyperiod, oneormoreoftheabovewarrantiesarebreached, the Contractorshallpromptlyuponreceiptofdemandeitherrepairthenon-conformingdeliverables, orreplacethenon- andatnoadditionalcosttotheCity. Allcostsincidentaltosuchrepairorreplacement, including butnotlimitedto, anypackagingandshippingcostsshallbeborneexclusivelybytheContractor. TheCityshallendeavortogivetheContractorwrittennoticeofthebreachofwarrantywithin thirty (30) calendardaysofdiscoveryofthebreachofwarranty, butfailuretogivetimelynotice D. IftheContractorisunableorunwillingtorepairorreplacedefectiveornon-conforming deliverablesasrequiredbytheCity, theninadditiontoanyotheravailableremedy, theCitymay reducethequantityofdeliverablesitmayberequiredtopurchaseundertheContractfromthe Contractor, andpurchaseconformingdeliverablesfromothersources. Insuchevent, the ContractorshallpaytotheCityupondemandtheincreasedcost, ifany, incurredbytheCityto procuresuchdeliverablesfromanothersource. E. IftheContractorisnotthemanufacturer, andthedeliverablesarecoveredbyaseparate ContractorshallassistandcooperatewiththeCitytothefullestextenttoenforcesuch manufactu 22. WARRANTY SERVICES: TheContractorwarrantsandrepresentsthatallservicestobe providedtheCityundertheContractwillbefullyandtimelyperformedinagoodandworkmanlike mannerinaccordancewith generallyacceptedindustrystandardsandpractices, theterms, conditions, andcovenantsoftheContract, andallapplicable Federal, Stateandlocallaws, rules orregulations. A. TheContractormaynotlimit, excludeordisclaimtheforegoingwarrantyoranywarranty impliedbylaw, andanyattempttodososhallbewithoutforceoreffect. B. UnlessotherwisespecifiedintheContract, thewarrantyperiodshallbeatleastoneyearfrom theAcceptanceDate. Ifduringthewarrantyperiod, oneormoreof theabovewarrantiesare breached, theContractorshallpromptlyuponreceiptofdemandperformtheservicesagainin accordancewithabovestandardatnoadditionalcosttotheCity. Allcostsincidentaltosuch additionalperformanceshallbebornebytheContractor. TheCityshallendeavortogivethe Contractorwrittennoticeofthebreachofwarrantywithinthirty (30) calendardaysofdiscovery thissection. C. IftheContractorisunableorunwillingtoperformitsservicesinaccordancewiththeabove standardasrequiredbytheCity, theninadditiontoanyotheravailableremedy, theCitymay reducetheamountofservicesitmayberequiredtopurchaseundertheContractfromthe Contractor, andpurchaseconformingservicesfromothersources. Insuchevent, theContractor shallpaytotheCityupondemandtheincreasedcost, ifany, incurredbytheCitytoprocuresuch servicesfromanothersource. 23. ACCEPTANCEOFINCOMPLETEORNON-CONFORMINGDELIVERABLES: If, insteadofrequiringimmediatecorrectionorremovalandreplacementofdefectiveornon- conformingdeliverables, theCitypreferstoacceptit, theCitymaydoso. TheContractorshallpay Contract # 6571 208 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA acceptsuchdefectiveornon-conformingdeliverables. Ifanysuchacceptanceoccurspriortofinal payment, theCitymaydeductsuchamountsasarenecessarytocompensatetheCityforthe diminishedvalueofthedefectiveornon-conformingdeliverables. Iftheacceptanceoccursafter finalpayment, suchamountwillberefundedtotheCitybytheContractor. 24. RIGHTTOASSURANCE: WheneveronepartytotheContractingoodfaithhasreasonto assuranceoftheintenttoperform. Intheeventthatnoassuranceisgivenwithinthetimespecified afterdemandismade, thedemandingpartymaytreatthisfailureasananticipatoryrepudiationof theContract. 25. STOPWORKNOTICE: TheCitymayissueanimmediateStopWorkNoticeintheevent theContractorisobservedperforminginamannerthatisinviolationofFederal, State, orlocal guidelines, orinamannerthatisdeterminedbytheCitytobeunsafetoeitherlifeorproperty. Uponnotification, theContractorwillceaseallworkuntilnotifiedbytheCitythattheviolationor unsafeconditionhasbeencorrected. TheContractorshallbeliableforallcostsincurredbythe CityasaresultoftheissuanceofsuchStopWorkNotice. 26. DEFAULT: TheContractorshallbeindefaultundertheContractiftheContractor (a) failsto fully, timelyandfaithfullyperformanyofitsmaterialobligationsundertheContract, (b) failsto provideadequateassuranceofperformanceunderParagraph24, (c) becomesinsolventorseeks reliefunderthebankruptcylawsoftheUnitedStatesor (d) makesamaterialmisrepresentationin theCity. 27. TERMINATIONFORCAUSE: IntheeventofadefaultbytheContractor, theCityshall havetherighttoterminatetheContractforcause, bywrittennoticeeffectiveten (10) calendar days, unlessotherwisespecified, afterthedateofsuchnotice, unlesstheContractor, withinsuch reasonablesatisfactionthatsuchdefaultdoesnot, infact, exist. Inadditiontoanyotherremedy availableunderlaworinequity, theCityshallbeentitledtorecoverallactualdamages, costs, judgmentinterestatthemaximumlawfulrate. Additionally, intheeventofadefaultbythe anyOffersubmittedbytheContractormaybedisqualifiedforuptothree (3) years. Allrightsand remediesundertheContractarecumulativeandarenotexclusiveofanyotherrightorremedyprovidedby law. 28. TERMINATIONWITHOUTCAUSE: TheCityshallhavetherighttoterminatethe Contract, inwholeorinpart, withoutcauseanyt notice. Uponreceiptofanoticeoftermination, theContractorshallpromptlyceaseallfurtherwork pursuanttotheContract, withsuchexceptions, ifany, specifiedinthenoticeoftermination. The CityshallpaytheContractor, totheextentoffundsAppropriatedorotherwiselegallyavailable forsuchpurposes, forallgoodsdeliveredandservicesperformedandobligationsincurredpriorto thedateofterminationinaccordancewiththetermshereof. 29. FRAUD: FraudulentstatementsbytheContractoronanyOfferorinanyreportordeliverable requiredtobesubmittedbytheContractortotheCityshallbegroundsfortheterminationofthe ContractforcausebytheCityandmayresultinlegalaction. Contract # 6571 209 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA 30. DELAYS: A. TheCitymaydelayscheduleddeliveryorotherduedatesbywrittennoticetotheContractorif theCitydeemsitisinitsbestinterest. Ifsuchdelaycausesanincreaseinthecostofthework undertheContract, theCityandtheContractorshallnegotiateanequitableadjustmentforcosts incurredbytheContractorintheContractpriceandexecuteanamendmenttotheContract. The Contractormustassertitsrighttoanadjustmentwithinthirty (30) calendardaysfromthedateof receiptofthenoticeofdelay. Failuretoagreeonanyadjustedpriceshallbehandledunderthe DisputeResolutionprocessspecifiedinparagraph49. However, nothinginthisprovisionshall excusetheContractorfromdelayingthedeliveryasnotified. B. Neitherpartyshallbeliableforanydefaultordelayintheperformanceofitsobligationsunder thisContractif, whileandtotheextentsuchdefaultordelayiscausedbyactsofGod, fire, riots, civilcommotion, labordisruptions, sabotage, sovereignconduct, oranyothercausebeyondthe reasonablecontrolofsuchParty. Intheeventofdefaultordelayincontractperformancedueto anyoftheforegoingcauses, thenthetimeforcompletionoftheserviceswillbeextended; provided, however, insuchanevent, aconferencewillbeheldwithinthree (3) businessdaysto establishamutuallyagreeableperiodoftimereasonablynecessarytoovercometheeffectofsuch failuretoperform. 31. INDEMNITY: A. Definitions: i. "IndemnifiedClaims" shallincludeanyandallclaims, demands, suits, causesofaction, judgmentsandliabilityofeverycharacter, typeordescription, includingallreasonable costsandexpensesoflitigation, mediationorotheralternatedisputeresolutionmechanism, includingattorneyandotherprofessionalfeesfor: (1) damagetoorlossofthepropertyof anyperson (including, butnotlimitedtotheCity, theContractor, theirrespectiveagents, officers, employeesandsubcontractors; theofficers, agents, andemployeesofsuch subcontractors; andthirdparties); and/or (2) death, bodilyinjury, illness, disease, worker's compensation, lossofservices, orlossofincomeorwagestoanyperson (includingbutnot subcontractors, andthirdparties), ii. "Fault" shallincludethesaleofdefectiveornon- conformingdeliverables, negligence, willfulmisconductorabreachofanylegallyimposed strictliabilitystandard. B. THECONTRACTORSHALLDEFEND (ATTHEOPTIONOFTHECITY), INDEMNIFY, ANDHOLDTHECITY, ITSSUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEESANDELECTEDOFFICIALSHARMLESSFROMANDAGAINSTALL INDEMNIFIEDCLAIMSDIRECTLYARISINGOUTOF, INCIDENTTO, CONCERNINGORRESULTINGFROMTHEFAULTOFTHECONTRACTOR, OR THECONTRACTOR'SAGENTS, EMPLOYEESORSUBCONTRACTORS, INTHE CONTRACT. NOTHINGHEREINSHALLBEDEEMEDTOLIMITTHERIGHTSOF THECITYORTHECONTRACTOR (INCLUDING, BUTNOTLIMITEDTO, THE RIGHTTOSEEKCONTRIBUTION) AGAINSTANYTHIRDPARTYWHOMAYBE LIABLEFORANINDEMNIFIEDCLAIM. 32. INSURANCE: Thefollowinginsurancerequirementsareapplicable, inadditiontothespecific insurancerequirementsdetailedinAppendixAforservicesonly. Thesuccessfulfirmshallprocure andmaintaininsuranceofthetypesandintheminimumamountsacceptabletotheCityofDenton. TheinsuranceshallbewrittenbyacompanylicensedtodobusinessintheStateofTexasand Contract # 6571 210 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA satisfactorytotheCityofDenton. A. GeneralRequirements: i. TheContractorshallataminimumcarryinsuranceinthetypesandamountsindicated andagreedto, assubmittedtotheCityandapprovedbytheCitywithintheprocurement process, forthedurationoftheContract, includingextensionoptionsandholdoverperiods, andduringanywarrantyperiod. endorsementsrequiredtotheCityasverificationofcoveragepriortocontractexecution andwithinfourteen (14) calendardaysafterwrittenrequestfromtheCity. Failureto providetherequiredCertificateofInsurancemaysubjecttheOffertodisqualificationfrom considerationforaward. TheContractormustalsoforwardaCertificateofInsurancetothe Citywheneverapreviouslyidentifiedpolicyperiodhasexpired, oranextensionoptionor holdoverperiodisexercised, asverificationofcontinuingcoverage. iii. TheContractorshallnotcommenceworkuntiltherequiredinsuranceisobtainedand untilsuchinsurancehasbeenreviewedbytheCity. ApprovalofinsurancebytheCityshall notrelieveordecreasetheliabilityoftheContractorhereunderandshallnotbeconstrued tobealimitationofliabilityonthepartoftheContractor. iv. TheContractormustsubmitcertificatesofinsurancetotheCityforallsubcontractors priortothesubcontractorscommencingworkontheproject. companieslicensedtodobusinessintheStateofTexasatthetimethepoliciesareissued andshallbewrittenbycompanieswithA.M. BestratingsofA- VIIorbetter. TheCity InsuranceFund. vi. AllendorsementsnamingtheCityasadditionalinsured, waivers, andnoticesof cancellationendorsementsaswellastheCertificateofInsuranceshallcontainthe solicitationnumberandthefollowinginformation: CityofDenton MaterialsManagementDepartment 901BTexasStreet Denton, Texas76209 insuredshownonanypolicy. ItisintendedthatpoliciesrequiredintheContract, covering boththeCityandtheContractor, shallbeconsideredprimarycoverageasapplicable. viii. IfinsurancepoliciesarenotwrittenforamountsagreedtowiththeCity, theContractor shallcarryUmbrellaorExcessLiabilityInsuranceforanydifferencesinamountsspecified. IfExcessLiabilityInsuranceisprovided, itshallfollowtheformoftheprimarycoverage. ix. TheCityshallbeentitled, uponrequest, atanagreeduponlocation, andwithout expense, toreviewcertifiedcopiesofpoliciesandendorsementstheretoandmaymakeany reasonablerequestsfordeletionorrevisionormodificationofparticularpolicyterms, conditions, limitations, orexclusionsexceptwherepolicyprovisionsareestablishedbylaw orregulationsbindinguponeitherofthepartiesheretoortheunderwriteronanysuch policies. x. TheCityreservestherighttoreviewtheinsurancerequirementssetforthduringthe effectiveperiodoftheContractandtomakereasonableadjustmentstoinsurancecoverage, limits, andexclusionswhendeemednecessaryandprudentbytheCitybaseduponchanges instatutorylaw, courtdecisions, theclaimshistoryoftheindustryorfinancialcondition oftheinsurancecompanyaswellastheContractor. Contract # 6571 211 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA xi. TheContractorshallnotcauseanyinsurancetobecancelednorpermitanyinsurance tolapseduringthetermoftheContractorasrequiredintheContract. xii. TheContractorshallberesponsibleforpremiums, deductiblesandself-insured retentions, ifany, statedinpolicies. Alldeductiblesorself-insuredretentionsshallbe disclosedontheCertificateofInsurance. noticeoferosionoftheaggregatelimitsbelowoccurrencelimitsforallapplicable ntheContract. requiredminimumsandarenotintendedtolimittheresponsibility orliabilityofthe Contractor. B. SpecificCoverageRequirements: Specificinsurance requirementsarecontainedinthe solicitationinstrument. 33. CLAIMS: Ifanyclaim, demand, suit, orotheractionisassertedagainsttheContractorwhich arisesunderorconcernstheContract, orwhichcouldhaveamaterialadverseeffect onthe Contra Citywithinten (10) calendardaysafterreceiptofnoticebytheContractor. SuchnoticetotheCity shallstatethedateofnotificationofanysuchclaim, demand, suit, orotheraction; thenamesand addressesoftheclaimant(s); thebasisthereof; andthenameofeachpersonagainstwhomsuch claimisbeingasserted. Suchnoticeshallbedeliveredpersonallyorbymailandshallbesentto theCityandtotheDentonCityAttorney. PersonaldeliverytotheCityAttorneyshallbetoCity Hall, 215EastMcKinneyStreet, Denton, Texas76201. 34. NOTICES: Unlessotherwisespecified, allnotices, requests, orothercommunicationsrequired orappropriatetobegivenundertheContractshallbeinwritingandshallbedeemeddelivered three (3) businessdaysafterpostmarkedifsentbyU.S. PostalServiceCertifiedorRegistered Mail, ReturnReceiptRequested. Noticesdeliveredbyothermeansshallbedeemeddeliveredupon receiptbytheaddressee. Routinecommunicationsmaybemadebyfirstclassmail, telefax, or othercommerciallyacceptedmeans. NoticestotheContractorshallbesenttotheaddressspecified partymaynotifytheotherinwriting. Notices totheCityshallbeaddressedtotheCityat901BTexasStreet, Denton, Texas76209andmarked totheattentionofthePurchasingManager. 35. RIGHTSTOBID, PROPOSALANDCONTRACTUALMATERIAL: Allmaterial submittedbytheContractortotheCityshallbecomepropertyoftheCityuponreceipt. Any portionsofsuchmaterialclaimedbytheContractortobeproprietarymustbeclearlymarkedas such. DeterminationofthepublicnatureofthematerialissubjecttotheTexasPublicInformation Act, Chapter552, andTexasGovernmentCode. 36. NOWARRANTYBYCITYAGAINSTINFRINGEMENTS: TheContractorrepresents andwarrantstotheCitythat: (i) theContractorshallprovidetheCitygoodandindefeasibletitle tothedeliverablesand (ii) thedeliverablessuppliedbytheContractorinaccordancewiththe specificationsintheContractwillnotinfringe, directlyorcontributorily, anypatent, trademark, copyright, tradesecret, oranyotherintellectualpropertyrightofanykindofanythirdparty; that noclaimshavebeenmadebyanypersonorentitywithrespecttotheownershiporoperationof thedeliverablesandtheContractordoesnotknowofanyvalidbasisforanysuchclaims. The Contractorshall, atitssoleexpense, defend, indemnify, andholdtheCityharmlessfromand againstallliability, damages, andcosts (includingcourtcostsandreasonablefeesofattorneysand Contract # 6571 212 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA erciseanywhere anditsuseofthedeliverablesinfringestheintellectualpropertyrightsofanythirdparty; or (ii) Intheeventofanysuchclaim, theCityshallhavetherighttomonitorsuchclaimoratitsoption engageitsownseparatecounseltoactasco-actor theproduction, development, ordeliveryofsuchdeliverableswillnotimpactsuchwarrantiesof Contractor. 37. CONFIDENTIALITY: InordertoprovidethedeliverablestotheCity, Contractormay inventions, employeeinformation, tradesecrets, confidentialknow-how, confidentialbusiness information, andotherinformationwhichtheCityoritslicensorsconsiderconfidential) ConfidentialInformationisthevaluablepropertyoftheCityand/oritslicensorsandany unauthorized use, disclosure, dissemination, orotherreleaseoftheConfidentialInformationwill substantiallyinjuretheCityand/oritslicensors. TheContractor (includingitsemployees, subcontractors, agents, orrepresentatives) agreesthatitwillmaintaintheConfidentialInformation instrictconfidenceandshallnotdisclose, disseminate, copy, divulge, recreate, orotherwiseuse theConfidentialInformationwithoutthepriorwrittenconsentoftheCityorinamannernot expresslypermittedunderthisAgreement, unlesstheConfidentialInformationisrequiredtobe disclosedbylaworanorderofanycourtorothergovernmentalauthoritywithproperjurisdiction, providedtheContractorpromptlynotifiestheCitybeforedisclosingsuchinformationsoasto permittheCityreasonabletimetoseekanappropriateprotectiveorder. TheContractoragreesto useprotectivemeasuresnolessstringentthantheContractoruseswithinitsownbusinesstoprotect itsownmostvaluableinformation, whichprotectivemeasuresshallunderallcircumstancesbeat leastreasonablemeasurestoensurethecontinuedconfidentialityoftheConfidentialInformation. 38. OWNERSHIPANDUSEOFDELIVERABLES: TheCityshallownallrights, titles, and intereststhroughouttheworldinandtothedeliverables. A. Patents. Astoanypatentablesubjectmattercontainedinthedeliverables, theContractoragrees todisclosesuchpatentablesubjectmattertotheCity. Further, ifrequestedbytheCity, the Contractoragreestoassignand, ifnecessary, causeeachofitsemployeestoassigntheentireright, title, andinteresttospecificinventionsundersuchpatentablesubjectmattertotheCityandto execute, acknowledge, anddeliverand, ifnecessary, causeeachofitsemployeestoexecute, acknowledge, anddeliveranassignmentofletterspatent, inaformtobereasonablyapprovedby theCity, totheCityuponrequestbytheCity. B. Copyrights. Astoanydeliverablescontainingcopyrightablesubjectmatter, theContractor agreesthatupontheircreation, suchdeliverablesshallbeconsideredasworkmade-for-hirebythe ContractorfortheCityandtheCityshallownallcopyrightsinandtosuchdeliverables, provided Shouldbyoperationoflaw, suchdeliverablesnotbeconsideredworksmade-for-hire, the ContractorherebyassignstotheCity (andagreestocauseeachofitsemployeesprovidingservices totheCityhereundertoexecute, acknowledge, anddeliveranassignmenttotheCityof) all worldwideright, title, andinterestinandtosuchdeliverables. Withrespecttosuchworkmade- for-hire, theContractoragreestoexecute, acknowledge, anddeliverandcauseeachofits Contract # 6571 213 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA employeesprovidingservicestotheCityhereundertoexecute, acknowledge, anddeliverawork- made-for-hireagreement, inaformtobereasonablyapprovedbytheCity, totheCityupon deliveryofsuchdeliverablestotheCityoratsuchothertimeastheCitymayrequest. C. AdditionalAssignments. TheContractorfurtheragreesto, andifapplicable, causeeachofits employeesto, execute, acknowledge, anddeliverallapplications, specifications, oaths, assignments, andallotherinstrumentswhichtheCitymightreasonablydeemnecessaryinorder toapplyforandobtaincopyrightprotection, maskworkregistration, trademarkregistrationand/or protection, letterspatent, oranysimilarrightsinanyandallcountriesandinordertoassignand conveytotheCity, itssuccessors, assignsandnominees, thesoleandexclusiveright, title, and deliver (orcausetobeexecuted, acknowledged, anddelivered) instrumentsorpaperssuchasthose describedinthisParagraph38a., b., andc. shallcontinueaftertheterminationofthisContract withrespecttosuchdeliverables. IntheeventtheCityshouldnotseektoobtaincopyright protection, maskworkregistrationorpatentprotectionforanyofthedeliverables, butshould desiretokeepthesamesecret, theContractoragreestotreatthesameasConfidentialInformation underthetermsofParagraph37above. 39. PUBLICATIONS: AllpublishedmaterialandwrittenreportssubmittedundertheContract mustbeoriginallydevelopedmaterialunless otherwisespecificallyprovidedintheContract. Whenmaterialnotoriginallydevelopedisincludedinareportinanyform, thesourceshallbe identified. 40. ADVERTISING consent, thefactthattheCityhasenteredintotheContract, excepttotheextentrequiredbylaw. 41. NOCONTINGENTFEES: TheContractorwarrantsthatnopersonorsellingagencyhas beenemployedorretainedtosolicitorsecuretheContractuponanyagreementorunderstanding forcommission, percentage, brokerage, orcontingentfee, exceptingbonafideemployeesofbona fideestablishedcommercialorsellingagenciesmaintainedbytheContractorforthepurposeof securingbusiness. Forbreachorviolationofthiswarranty, theCityshallhavetheright, inaddition toanyotherremedyavailable, tocanceltheContractwithoutliabilityandtodeductfromany amountsowedtotheContractor, orotherwiserecover, thefullamountofsuchcommission, percentage, brokerageorcontingentfee. 42. GRATUITIES: TheCitymay, bywrittennoticetotheContractor, canceltheContractwithout liabilityifitisdeterminedbytheCitythatgratuitieswereofferedorgivenbytheContractoror anyagentorrepresentativeoftheContractortoanyofficeroremployeeoftheCityofDentonwith aviewtowardsecuringtheContractorsecuringfavorabletreatmentwithrespecttotheawarding oramendingorthemakingofanydeterminationswithrespecttotheperformingofsuchcontract. IntheeventtheContractiscanceledbytheCitypursuanttothisprovision, theCityshallbe entitled, inadditiontoanyotherrightsandremedies, torecoverorwithholdtheamountofthecost incurredbytheContractorinprovidingsuchgratuities. 43. PROHIBITIONAGAINSTPERSONALINTERESTINCONTRACTS: Noofficer, employee, independentconsultant, orelectedofficialoftheCitywhoisinvolvedinthe development, evaluation, ordecision-makingprocessoftheperformanceofanysolicitationshall haveafinancialinterest, directorindirect, intheContractresultingfromthatsolicitation. Any willfulviolationofthissectionshallconstituteimproprietyinoffice, andanyofficeroremployee guiltythereofshallbesubjecttodisciplinaryactionuptoandincludingdismissal. Anyviolation Contract # 6571 214 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA ofthisprovision, withtheknowledge, expressedorimplied, oftheContractorshallrenderthe InterestQuestionnaire. 44. INDEPENDENTCONTRACTOR: TheContractshallnotbeconstruedascreatingan bethoseofanindependentcontractor. TheContractoragreesandunderstandsthattheContract doesnotgrantanyrightsorprivilegesestablishedforemployeesoftheCityofDenton, Texasfor thepurposesofincometax, withholding, socialsecuritytaxes, vacationorsickleavebenefits, otherCityemployeebenefit. TheCityshallnothavesupervisionand controloftheContractororanyemployeeoftheContractor, anditisexpresslyunderstoodthat Contractorshallperformtheserviceshereunderaccordingtotheattachedspecificationsatthegeneral directionoftheCityManageroftheCityofDenton, Texas, orhisdesigneeunderthisagreement. The contractorisexpresslyfreetoadvertiseandperformservicesforotherpartieswhileperforming servicesfortheCity. 45. ASSIGNMENT-DELEGATION: TheContractshallbebindinguponandinuretothebenefit oftheCityandtheContractorandtheirrespectivesuccessorsandassigns, providedhowever, that norightorinterestintheContractshallbeassignedandnoobligationshallbedelegatedbythe ContractorwithoutthepriorwrittenconsentoftheCity. Anyattemptedassignmentordelegation bytheContractorshallbevoidunlessmadeinconformitywiththisparagraph. TheContractisnot intendedtoconferrightsorbenefitsonanyperson, firmorentitynotapartyhereto; itbeingthe intentionofthepartiesthattherearenothirdpartybeneficiariestotheContract. 46. WAIVER: NoclaimorrightarisingoutofabreachoftheContractcanbedischargedinwhole orinpartbyawaiverorrenunciationoftheclaimorrightunlessthewaiverorrenunciationis supportedbyconsiderationandisinwritingsignedbytheaggrievedparty. Nowaiverbyeither theContractorortheCityofanyoneormoreeventsofdefaultbytheotherpartyshalloperateas, orbeconstruedtobe, apermanentwaiverofanyrightsorobligationsundertheContract, oran expressorimpliedacceptanceofanyotherexistingorfuturedefaultordefaults, whetherofa similarordifferentcharacter. 47. MODIFICATIONS: TheContractcanbemodifiedoramendedonlybyawritingsignedby bothparties. Nopre-printedorsimilartermsonanytheContractorinvoice, orderorother documentshallhaveanyforceoreffecttochangetheterms, covenants, andconditionsofthe Contract. 48. INTERPRETATION: TheContractisintendedbythepartiesasafinal, completeand exclusivestatementofthetermsoftheiragreement. Nocourseofpriordealingbetweentheparties orcourseofperformanceorusageofthetradeshallberelevanttosupplementorexplainanyterm usedintheContract. AlthoughtheContractmayhavebeensubstantiallydraftedbyoneparty, it istheintentofthepartiesthatallprovisionsbeconstruedinamannertobefairtobothparties, readingnoprovisionsmorestrictlyagainstonepartyortheother. Wheneveratermdefinedbythe UniformCommercialCode, asenactedbytheStateofTexas, isusedintheContract, theUCC definitionshallcontrol, unlessotherwisedefinedintheContract. 49. DISPUTERESOLUTION: A. IfadisputearisesoutoforrelatestotheContract, orthebreachthereof, thepartiesagreeto negotiatepriortoprosecutingasuitfordamages. However, thissectiondoesnotprohibitthefiling Contract # 6571 215 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA ofalawsuittotolltherunningofastatuteoflimitationsortoseekinjunctiverelief. Eitherparty maymakeawrittenrequestforameetingbetweenrepresentativesofeachpartywithinfourteen 14) calendardaysafterreceiptoftherequestorsuchlaterperiodasagreedbytheparties. Each partyshallinclude, ataminimum, one (1) seniorlevelindividualwithdecision-makingauthority regardingthedispute. Thepurposeofthisandanysubsequentmeetingistoattemptingoodfaith tonegotiatearesolutionofthedispute. If, withinthirty (30) calendardaysaftersuchmeeting, the partieshavenotsucceededinnegotiatingaresolutionofthedispute, theywillproceeddirectlyto mediationasdescribedbelow. Negotiationmaybewaivedbyawrittenagreementsignedbyboth parties, inwhicheventthepartiesmayproceeddirectlytomediationasdescribedbelow. B. Iftheeffortstoresolvethedisputethroughnegotiationfail, orthepartieswaivethenegotiation process, thepartiesmayselect, withinthirty (30) calendardays, amediatortrainedinmediation skillstoassistwithresolutionofthedispute. Shouldtheychoosethisoption; theCityandthe Contractoragreetoactingoodfaithintheselectionofthemediatorandtogiveconsiderationto qualifiedindividualsnominatedtoactasmediator. NothingintheContractpreventstheparties fromrelyingontheskillsofapersonwhoistrainedinthesubjectmatterofthedisputeoracontract interpretationexpert. Ifthepartiesfailtoagreeonamediatorwithinthirty (30) calendardaysof initiationofthemediationprocess, themediatorshallbeselectedbytheDentonCountyAlternative DisputeResolutionProgram (DCAP). Thepartiesagreetoparticipateinmediationingoodfaith foruptothirty (30) calendardaysfromthedateofthefirstmediationsession. TheCityandthe participationsuchasfeesforanyconsultantsorattorneystheymayutilizetorepresentthemor otherwiseassisttheminthemediation. 50. JURISDICTIONANDVENUE: TheContractismadeunderandshallbegovernedbythe lawsoftheStateofTexas, including, whenapplicable, theUniformCommercialCodeasadopted inTexas, V.T.C.A., Bus. & Comm. Code, Chapter1, excludinganyruleorprinciplethatwould refertoandapplythesubstantivelawofanotherstateorjurisdiction. Allissuesarisingfromthis ContractshallberesolvedinthecourtsofDentonCounty, Texasandthepartiesagreetosubmit totheexclusivepersonaljurisdictionofsuchcourts. Theforegoing, however, shallnotbe construedorinterpretedtolimitorrestricttherightorabilityoftheCitytoseekandsecure injunctiverelieffromanycompetentauthorityascontemplated herein. 51. INVALIDITY: Theinvalidity, illegality, orunenforceabilityofanyprovisionoftheContract shallinnowayaffectthevalidityorenforceabilityofanyotherportionorprovisionofthe Contract. AnyvoidprovisionshallbedeemedseveredfromtheContractandthebalanceofthe ContractshallbeconstruedandenforcedasiftheContractdidnotcontaintheparticularportion orprovisionheldtobevoid. ThepartiesfurtheragreetoreformtheContracttoreplaceanystricken provisionwithavalidprovisionthatcomesascloseaspossibletotheintentofthestricken provision. TheprovisionsofthissectionshallnotpreventthisentireContractfrombeingvoid shouldaprovisionwhichistheessenceoftheContractbedeterminedtobevoid. 52. HOLIDAYS: ThefollowingholidaysareobservedbytheCity: MLKDay MemorialDay 4thofJuly LaborDay ThanksgivingDay DayAfterThanksgiving Contract # 6571 216 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA ChristmasEve (observed) ChristmasDay (observed) IfaLegalHolidayfallsonSaturday, itwillbeobservedontheprecedingFriday. IfaLegalHoliday fallsonSunday, itwillbeobservedonthefollowingMonday. Normalhoursofoperationshallbe between8:00amand4:00pm, MondaythroughFriday, excludingCityofDentonHolidays. Any scheduleddeliveriesorworkperformancenotwithinthenormalhoursofoperationmustbe approvedbytheCityManagerofDenton, Texasorhisauthorizeddesignee. 53. SURVIVABILITYOFOBLIGATIONS: AllprovisionsoftheContractthatimpose continuingobligationsontheparties, includingbutnotlimitedtothewarranty, indemnity, and confidentialityobligationsoftheparties, shallsurvivetheexpirationorterminationoftheContract. 54. NON-SUSPENSIONORDEBARMENTCERTIFICATION: TheCityofDentonisprohibitedfromcontractingwithormakingprimeorsub-awardstoparties thataresuspendedordebarredorwhoseprincipalsaresuspendedordebarredfromFederal, State, orCityofDentonContracts. ByacceptingaContractwiththeCity, theVendorcertifiesthatits firmanditsprincipalsarenotcurrentlysuspendedordebarredfromdoingbusinesswiththe FederalGovernment, asindicatedbytheGeneralServicesAdministrationListofPartiesExcluded fromFederal ProcurementandNon-ProcurementPrograms, theStateofTexas, ortheCityof Denton. 55. EQUALOPPORTUNITY A. EqualEmploymentOpportunity: discriminatoryemploymentpractice. Nopersonshall, onthegroundsofrace, sex, sexual orientation, age, disability, creed, color, genetictesting, ornationalorigin, berefusedthebenefitsof, orbeotherwisesubjectedtodiscriminationunderanyactivitiesresultingfromthisRFQ. B. AmericanswithDisabilitiesAct (ADA) Compliance: engageinanydiscriminatoryemploymentpracticeagainstindividualswithdisabilitiesasdefined intheADA. 56. BUYAMERICANACT-SUPPLIES (Applicabletocertainfederallyfunded requirements) Thefollowingfederallyfundedrequirementsareapplicable. A. Definitions. Asusedinthis paragraph i. "Component" meansanarticle, material, orsupplyincorporateddirectlyintoanendproduct. ii. "Costofcomponents" means - 1) ForcomponentspurchasedbytheContractor, theacquisitioncost, includingtransportation coststotheplaceofincorporationintotheendproduct (whetherornotsuchcostsarepaidtoa domesticfirm), andanyapplicableduty (whetherornotaduty-freeentrycertificateisissued); or 2) Forcomponentsmanufactured bytheContractor, allcostsassociatedwiththemanufactureof thecomponent, includingtransportationcostsasdescribedinparagraph (1) ofthisdefinition, plus allocableoverheadcosts, butexcludingprofit. Costofcomponentsdoesnotincludeanycosts associatedwiththemanufactureoftheendproduct. iii. "Domesticendproduct" means- 1) AnunmanufacturedendproductminedorproducedintheUnitedStates; or 2) AnendproductmanufacturedintheUnitedStates, ifthecostofitscomponentsmined, produced, ormanufacturedintheUnitedStatesexceeds50percentofthecostofallits Contract # 6571 217 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA components. Componentsofforeignoriginofthesameclassorkindasthosethattheagency determinesarenotmined, produced, ormanufacturedinsufficientandreasonablyavailable commercialquantitiesofasatisfactoryqualityaretreatedasdomestic. Scrapgenerated, collected, andpreparedforprocessingintheUnitedStatesisconsidereddomestic. iv. "Endproduct" meansthosearticles, materials, andsuppliestobeacquiredunderthecontract forpublicuse. v. "Foreignendproduct" meansanendproductotherthanadomesticendproduct. vi. "UnitedStates" meansthe50States, theDistrictofColumbia, andoutlyingareas. B. TheBuyAmericanAct (41U.S.C. 10a - 10d) providesapreferencefordomesticendproducts forsuppliesacquiredforuseintheUnitedStates. C. TheCitydoesnotmaintainalistofforeignarticlesthatwillbetreatedasdomesticforthis Contract; butwillconsiderforapprovalforeignarticlesasdomesticforthisproductifthearticles areonalistapprovedbyanotherGovernmentalAgency. TheOfferorshallsubmitdocumentation withtheirOfferdemonstratingthatthearticleisonanapprovedGovernmentallist. D. TheContractorshalldeliveronlydomesticendproductsexcepttotheextentthatitspecified deliveryofforeignendproductsintheprovisionoftheSolicitationentitled "BuyAmericanAct Certificate". 57. RIGHTTOINFORMATION: TheCityofDentonreservestherighttouseanyandall informationpresentedinanyresponsetothiscontract, whetheramendedornot, exceptas prohibitedbylaw. Selectionofrejectionofthesubmittaldoesnotaffectthisright. 58. LICENSEFEESORTAXES: Providedthesolicitationrequiresanawardedcontractoror suppliertobelicensedbytheStateofTexas, anyandallfeesandtaxesaretheresponsibilityofthe respondent. 59. PREVAILINGWAGERATES: Thecontractorshallcomplywithprevailingwageratesas definedbytheUnitedStatesDepartmentofLaborDavis-BaconWageDeterminationat http://www.dol.gov/whd/contracts/dbra.htmandattheWageDeterminationswebsitewww.wdol.gov forDentonCounty, Texas (WD-2509). 60. COMPLIANCEWITHALLSTATE, FEDERAL, ANDLOCALLAWS: Thecontractor orsuppliershallcomplywithallState, Federal, andLocallawsandrequirements. TheRespondent mustcomplywithallapplicablelawsatalltimes, including, withoutlimitation, thefollowing: (i) 36.02oftheTexasPenalCode, whichprohibitsbribery; (ii) §36.09oftheTexasPenalCode, whichprohibitstheofferingorconferringofbenefitstopublicservants. TheRespondentshallgive allnoticesandcomplywithalllawsandregulationsapplicabletofurnishingandperformanceof theContract. 61. FEDERAL, STATE, ANDLOCALREQUIREMENTS: Respondentshalldemonstrateon- sitecompliancewiththeFederalTaxReformActof1986, Section1706, amendingSection530 oftheRevenueActof1978, dealingwithissuanceofFormW-2'stocommonlawemployees. RespondentisresponsibleforbothfederalandStateunemploymentinsurancecoverageand allfederalandStatetaxlawsandwithholdingrequirements. TheCityofDentonshallnotbeliable toRespondentoritsemployeesforanyUnemploymentorWorkers' Compensationcoverage, or federalorStatewithholdingrequirements. ContractorshallindemnifytheCityofDentonandshall payallcosts, penalties, orlossesresultingfromRespondent'somissionorbreachofthisSection. Contract # 6571 218 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA 62. DRUGFREEWORKPLACE: Thecontractorshallcomplywiththeapplicableprovisions oftheDrug-FreeWorkPlaceActof1988 (PublicLaw100-690, TitleV, SubtitleD; 41U.S.C. 701 ETSEQ.) andmaintainadrug-freeworkenvironment; andthefinalrule, government-wide requirementsfordrug-freeworkplace (grants), issuedbytheOfficeofManagementandBudget andtheDepartmentofDefense (32CFRPart280, SubpartF) toimplementtheprovisionsofthe Drug-FreeWorkPlaceActof1988isincorporatedbyreferenceandthecontractorshallcomply withtherelevantprovisionsthereof, includinganyamendmentstothefinalrulethatmayhereafter beissued. 63. RESPONDENTLIABILITYFORDAMAGETOGOVERNMENTPROPERTY: The Respondentshallbeliableforalldamagestogovernment-owned, leased, oroccupiedpropertyand equipmentcausedbytheRespondentanditsemployees, agents, subcontractors, andsuppliers, includinganydeliveryorcartagecompany, inconnectionwithanyperformancepursuanttothe Contract. TheRespondentshallnotifytheCityofDentonProcurementManagerinwritingofany suchdamagewithinone (1) calendarday. 64. FORCEMAJEURE: TheCityofDenton, anyCustomer, andtheRespondentshallnotbe responsibleforperformanceundertheContractshoulditbepreventedfromperformancebyanact ofwar, orderoflegalauthority, actofGod, orotherunavoidablecausenotattributabletothefault ornegligenceoftheCityofDenton. IntheeventofanoccurrenceunderthisSection, the Respondentwillbeexcusedfromanyfurtherperformanceorobservanceoftherequirementsso affectedforaslongassuchcircumstancesprevailandtheRespondentcontinuestouse commerciallyreasonableeffortstorecommenceperformanceorobservancewheneverandto whateverextentpossiblewithoutdelay. TheRespondentshallimmediatelynotifytheCityof DentonProcurementManagerbytelephone (tobeconfirmedinwritingwithinfive (5) calendar daysoftheinceptionofsuchoccurrence) anddescribeatareasonablelevelofdetailthe circumstancescausingthenon-performanceordelayinperformance. 65. NON-WAIVEROFRIGHTS: FailureofaPartytorequireperformancebyanotherParty undertheContractwillnotaffecttherightofsuchPartytorequireperformanceinthefuture. No theContractshalloperatetolimit, impair, preclude, cancel, waiveorotherwiseaffectsuchright orremedy. AwaiverbyaPartyofanybreachofanytermoftheContractwillnotbeconstrued as awaiverofanycontinuingorsucceedingbreach. 66. NOWAIVEROFSOVEREIGNIMMUNITY: ThePartiesexpresslyagreethatnoprovision oftheContractisinanywayintendedtoconstituteawaiverbytheCityofDentonofany immunitiesfromsuitorfromliabilitythattheCityofDentonmayhavebyoperationoflaw. 67. RECORDSRETENTION: TheRespondentshallretainallfinancialrecords, supporting documents, statisticalrecords, andanyotherrecordsorbooksrelatingtotheperformancescalled forintheContract. TheRespondentshallretainallsuchrecordsforaperiodoffour (4) yearsafter theexpirationoftheContract, oruntiltheCPAorStateAuditor'sOfficeissatisfiedthatallaudit andlitigationmattersareresolved, whicheverperiodislonger. TheRespondentshallgrantaccess toallbooks, recordsanddocumentspertinenttotheContracttotheCPA, theStateAuditorof Texas, andanyfederalgovernmentalentitythathasauthoritytoreviewrecordsduetofederal fundsbeingspentundertheContract. Contract # 6571 219 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA Shouldaconflictarisebetweenanyofthecontractdocuments, itshallberesolvedwiththe followingorderofprecedence (ifapplicable). Inanyevent, thefinalnegotiatedcontractshall takeprecedenceoveranyandallcontractdocumentstotheextentofsuchconflict. 1. Finalnegotiatedcontract 2. RFP/Biddocuments 3. ermsandconditions 4. Purchaseorder 5. Suppliertermsandconditions Contract # 6571 220 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA ExhibitE INSURANCEREQUIREMENTSAND Uponcontractexecution, allinsurancerequirementsshallbecomecontractualobligations, which thesuccessfulcontractorshallhaveadutytomaintainthroughoutthecourseofthiscontract. STANDARDPROVISIONS: WithoutlimitinganyoftheotherobligationsorliabilitiesoftheContractor, theContractor shallprovideandmaintainuntilthecontractedworkhasbeencompletedandacceptedby theCityofDenton, Owner, theminimuminsurancecoverageasindicatedhereinafter. ContractorshallfilewiththePurchasingDepartmentsatisfactorycertificatesofinsurance includinganyapplicableaddendumorendorsements, containingthecontractnumberand titleoftheproject. Contractormay, uponwrittenrequesttothePurchasingDepartment, askforclarificationofanyinsurancerequirementsatanytime; however, Contractorshall notcommenceanyworkordeliveranymaterialuntilheorshereceivesnotificationthat thecontracthasbeenaccepted, approved, andsignedbytheCityofDenton. Allinsurancepoliciesproposedorobtainedinsatisfactionoftheserequirementsshall complywiththefollowinggeneralspecifications, andshallbemaintainedincompliance withthesegeneralspecificationsthroughoutthedurationoftheContract, orlonger, ifso noted: EachpolicyshallbeissuedbyacompanyauthorizedtodobusinessintheStateofTexas withanA.M. BestCompanyratingofatleastAorbetter. Anydeductiblesorself-insuredretentionsshallbedeclaredintheproposal. Ifrequested bytheCity, theinsurershallreduceoreliminatesuchdeductiblesorself-insuredretentions withrespecttotheCity, itsofficials, agents, employeesandvolunteers; or, thecontractor shallprocureabondguaranteeingpaymentoflossesandrelatedinvestigations, claim administrationanddefenseexpenses. Liabilitypoliciesshallbeendorsedtoprovidethefollowing: NameasAdditionalInsured theCityofDenton, itsOfficials, Agents, Employees andvolunteers. ThatsuchinsuranceisprimarytoanyotherinsuranceavailabletotheAdditional Insuredwithrespecttoclaimscoveredunderthepolicyandthatthisinsurance appliesseparatelytoeachinsuredagainstwhomclaimismadeorsuitisbrought. Theinclusionofmorethanoneinsuredshallnotoperatetoincreasetheinsurer's limitofliability. ProvideaWaiverofSubrogationinfavoroftheCityofDenton, itsofficials, agents, employees, andvolunteers. Cancellation: Cityrequires30daywrittennoticeshouldanyofthepolicies describedonthecertificatebecancelledormateriallychangedbeforethe expirationdate. Shouldanyoftherequiredinsurancebeprovidedunderaclaimsmadeform, Contractor Contract # 6571 221 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA shallmaintainsuchcoveragecontinuouslythroughoutthetermofthiscontractand, withoutlapse, foraperiodofthreeyearsbeyondthecontractexpiration, suchthat occurrencesarisingduringthecontracttermwhichgiverisetoclaimsmadeafter expirationofthecontractshallbecovered. Shouldanyoftherequiredinsurancebeprovidedunderaformofcoveragethatincludes ageneralannualaggregatelimitprovidingforclaimsinvestigationorlegaldefensecosts tobeincludedinthegeneralannualaggregatelimit, theContractorshalleitherdoublethe occurrencelimitsorobtainOwnersandContractorsProtectiveLiabilityInsurance. Shouldanyrequiredinsurancelapseduringthecontractterm, requestsforpayments originatingaftersuchlapseshallnotbeprocesseduntiltheCityreceivessatisfactory evidenceofreinstatedcoverageasrequiredbythiscontract, effectiveasofthelapsedate. Ifinsuranceisnotreinstated, Citymay, atitssoleoption, terminatethisagreement effectiveonthedateofthelapse. SPECIFICADDITIONALINSURANCEREQUIREMENTS: AllinsurancepoliciesproposedorobtainedinsatisfactionofthisContractshall additionallycomplywiththefollowingmarkedspecifications, andshallbemaintainedin compliancewiththeseadditionalspecificationsthroughoutthedurationoftheContract, orlonger, ifsonoted: X\] A. GeneralLiabilityInsurance: GeneralLiabilityinsurancewithcombinedsinglelimitsofnotlessthan $1,000,000.00 shallbeprovidedandmaintainedbytheContractor. Thepolicyshallbewrittenonan occurrencebasiseitherinasinglepolicyorinacombinationofunderlyingand umbrellaorexcesspolicies. IftheCommercialGeneralLiabilityform (ISOFormCG0001currentedition) isused: CoverageAshallincludepremises, operations, products, andcompleted operations, independentcontractors, contractualliabilitycoveringthis contractandbroadformpropertydamagecoverage. CoverageBshallincludepersonalinjury. CoverageC, medicalpayments, isnotrequired. IftheComprehensiveGeneralLiabilityform (ISOFormGL0002CurrentEdition andISOFormGL0404) isused, itshallincludeatleast: BodilyinjuryandPropertyDamageLiabilityforpremises, operations, products andcompletedoperations, independentcontractorsandpropertydamage resultingfromexplosion, collapseorunderground (XCU) exposures. Broadformcontractualliability (preferablybyendorsement) coveringthis contract, personalinjuryliabilityandbroadformpropertydamageliability. X\] AutomobileLiabilityInsurance: ContractorshallprovideCommercialAutomobileLiabilityinsurancewithCombinedSingle Contract # 6571 222 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA Limits (CSL) ofnotlessthan $500,000eitherinasinglepolicyorinacombinationofbasic andumbrellaorexcesspolicies. Thepolicywillincludebodilyinjuryandpropertydamage liabilityarisingoutoftheoperation, maintenanceanduseofallautomobilesandmobile equipmentusedinconjunctionwiththiscontract. Satisfactionoftheaboverequirementshallbeintheformofapolicyendorsementfor: anyauto, or allownedhiredandnon-ownedautos. X\] WorkersCompensationInsurance ContractorshallpurchaseandmaintainWorkers Compensationinsurancewhich, in additiontomeetingtheminimumstatutoryrequirementsforissuanceofsuchinsurance, hasEmployer'sLiabilitylimitsofatleast $100,000foreachaccident, $100,000pereach employee, anda $500,000policylimitforoccupationaldisease. TheCityneednotbe namedasan "AdditionalInsured" buttheinsurershallagreetowaiveallrightsof subrogationagainsttheCity, itsofficials, agents, employeesandvolunteersforanywork performedfortheCitybytheNamedInsured. Forbuildingorconstructionprojects, the ContractorshallcomplywiththeprovisionsofAttachment1inaccordancewith §406.096 oftheTexasLaborCodeandrule28TAC110.110oftheTexasWorkersCompensation Commission (TWCC). Owner'sandContractor'sProtectiveLiabilityInsurance TheContractorshallobtain, payforandmaintainatalltimesduringtheprosecutionofthe workunderthiscontract, anOwner'sandContractor'sProtectiveLiabilityinsurancepolicy namingtheCityasinsuredforpropertydamageandbodilyinjurywhichmayariseinthe prosecutionoftheworkorContractor'soperationsunderthiscontract. Coverageshallbe thatcarriestheContractor'sliabilityinsurance. Policylimitswillbeatleast $500,000.00 combinedbodilyinjuryandpropertydamageperoccurrencewitha $1,000,000.00 aggregate. FireDamageLegalLiabilityInsurance CoverageisrequiredifBroadformGeneralLiabilityisnotprovidedorisunavailabletothe contractororifacontractorleasesorrentsaportionofaCitybuilding. Limitsofnotless than eachoccurrencearerequired. ProfessionalLiabilityInsurance Professionalliabilityinsurancewithlimitsnotlessthan $1,000,000.00 perclaimwith respecttonegligentacts, errorsoromissionsinconnectionwithprofessionalservicesis requiredunderthisAgreement. Builders' RiskInsurance Builders' RiskInsurance, onanAll-Riskformfor100% ofthecompletedvalueshallbe provided. Suchpolicyshallincludeas "NamedInsured" theCityofDentonandall Contract # 6571 223 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA subcontractorsastheirinterestsmayappear. EnvironmentalLiabilityInsurance Environmentalliabilityinsurancefor $1,000,000tocoverallhazardscontemplatedbythis contract. RiggersInsurance Saidcoveragemaybe d InstallationFloatercoveringriggingcontractors; orthroughISOformIH00911211, Saidcoverageshallmirrorthelimitsprovidedbythe CGLcoverage CommercialCrime Providescoverageforthetheftordisappearanceofcashorchecks, robberyinside/outside thepremises, burglaryofthepremises, andemployeefidelity. Theemployeefidelity includingnewhires. Thistypeinsuranceshouldberequiredifthecontractorhasaccess toCityfunds. Limitsofnotlessthan $ eachoccurrencearerequired. AdditionalInsurance Otherinsurancemayberequiredonanindividualbasisforextrahazardouscontractsand specificserviceagreements. Ifsuchadditionalinsuranceisrequiredforaspecific contract, thatrequirementwillbedescribedinthe "SpecificConditions" ofthecontract specifications. Contract # 6571 224 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA ATTACHMENT1 X\] BuildingorConstructionProjectsfor GovernmentalEntities A. Definitions: Certificateofcoverage ("certificate")-Acopyofacertificateofinsurance, a certificateofauthoritytoself-insureissuedbythecommission, oracoverage agreement (TWCC-81, TWCC-82, TWCC-83, orTWCC-84), showingstatutory workers' compensationinsurancecoveragefortheperson'sorentity's employeesprovidingservicesonaproject, forthedurationoftheproject. Durationoftheproject - includesthetimefromthebeginningoftheworkon theprojectuntilthecontractor's/person'sworkontheprojecthasbeen completedandacceptedbythegovernmentalentity. Personsprovidingservicesontheproject ("subcontractor" in §406.096) - includesallpersonsorentitiesperformingallorpartoftheservicesthe contractorhasundertakentoperformontheproject, regardlessofwhether thatpersoncontracteddirectlywiththecontractorandregardlessofwhether thatpersonhasemployees. Thisincludes, withoutlimitation, independent contractors, subcontractors, leasingcompanies, motorcarriers, owner- operators, employeesofanysuchentity, oremployeesofanyentitywhich furnishespersonstoprovideservicesontheproject. "Services" include, withoutlimitation, providing, hauling, ordeliveringequipmentormaterials, or providinglabor, transportation, orotherservicerelatedtoaproject. "Services" doesnotincludeactivitiesunrelatedtotheproject, suchasfood/beverage vendors, officesupplydeliveries, anddeliveryofportabletoilets. B. Thecontractorshallprovidecoverage, basedonproperreportingof classificationcodesandpayrollamountsandfilingofanyoverage agreements, whichmeetsthestatutoryrequirementsofTexasLaborCode, Section401.011(44) forallemployeesoftheContractorprovidingserviceson theproject, forthedurationoftheproject. C. TheContractormustprovideacertificateofcoveragetothegovernmental entitypriortobeingawardedthecontract. D. Ifthecoverageperiodshownonthecontractor'scurrentcertificateofcoverage endsduringthedurationoftheproject, thecontractormust, priortotheendof thecoverageperiod, fileanewcertificateofcoveragewiththegovernmental entityshowingthatcoveragehasbeenextended. E. Thecontractorshallobtainfromeachpersonprovidingservicesonaproject, andprovidetothegovernmentalentity: 1. acertificateofcoverage, priortothatpersonbeginningworkonthe Contract # 6571 225 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA project, sothegovernmentalentitywillhaveonfilecertificatesof coverageshowingcoverageforallpersonsprovidingservicesonthe project; and 2. nolaterthansevendaysafterreceiptbythecontractor, anewcertificate ofcoverageshowingextensionofcoverage, ifthecoverageperiod shownonthecurrentcertificateofcoverageendsduringthedurationof theproject. F. Thecontractorshallretainallrequiredcertificatesofcoveragefortheduration oftheprojectandforoneyearthereafter. G. Thecontractorshallnotifythegovernmentalentityinwritingbycertifiedmail orpersonaldelivery, within10daysafterthecontractorkneworshouldhave known, ofanychangethatmateriallyaffectstheprovisionofcoverageofany personprovidingservicesontheproject. H. Thecontractorshallpostoneachprojectsiteanotice, inthetext, formand mannerprescribedbytheTexasWorkers' CompensationCommission, informingallpersonsprovidingservicesontheprojectthattheyarerequired tobecovered, andstatinghowapersonmayverifycoverageandreportlack ofcoverage. I. Thecontractorshallcontractually requireeachpersonwithwhomitcontracts toprovideservicesonaproject, to: 1. providecoverage, basedonproperreportingofclassificationcodesand payrollamountsandfilingofanycoverageagreements, whichmeetsthe statutoryrequirementsofTexasLaborCode, Section401.011(44) forallof itsemployeesprovidingservicesontheproject, forthedurationofthe project; 2. providetothecontractor, priortothatpersonbeginningworkontheproject, acertificateofcoverageshowingthatcoverageisbeingprovidedforall employeesofthepersonprovidingservicesontheproject, fortheduration oftheproject; 3. providethecontractor, priortotheendofthecoverageperiod, anew certificateofcoverageshowingextensionofcoverage, ifthecoverage periodshownonthecurrentcertificateofcoverageendsduringtheduration oftheproject; 4. obtainfromeachotherpersonwithwhomitcontracts, andprovidetothe contractor: a. acertificateofcoverage, priortotheotherpersonbeginningworkonthe project; and b. anewcertificateofcoverageshowingextensionofcoverage, priortothe Contract # 6571 226 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA endofthecoverageperiod, ifthecoverageperiodshownonthecurrent certificateofcoverageendsduringthedurationoftheproject; 5. retainallrequiredcertificatesofcoverageonfileforthedurationofthe projectandforoneyearthereafter; 6. notifythegovernmentalentityinwritingbycertifiedmailorpersonal delivery, within10daysafterthepersonkneworshouldhaveknown, ofany changethatmateriallyaffectstheprovisionofcoverageofanyperson providingservicesontheproject; and 7. Contractuallyrequireeachpersonwithwhomitcontracts, toperformas requiredbyparagraphs (1) - (7), with thecertificatesofcoveragetobe providedtothepersonforwhomtheyareprovidingservices. J. Bysigningthiscontractorprovidingorcausingtobeprovidedacertificateof coverage, thecontractorisrepresentingtothegovernmentalentitythatall employeesofthecontractorwhowillprovideservicesontheprojectwillbe coveredbyworkers' compensationcoverageforthedurationoftheproject, thatthecoveragewillbebasedonproperreportingofclassificationcodesand payrollamounts, andthatallcoverageagreementswillbefiledwiththe appropriateinsurancecarrieror, inthecaseofaself-insured, withthe commission'sDivisionofSelf-InsuranceRegulation. Providingfalseor misleadinginformationmaysubjectthecontractortoadministrativepenalties, criminalpenalties, civilpenalties, orothercivilactions. K. Th contractbythecontractorwhichentitlesthegovernmentalentitytodeclarethe contractvoidifthecontractordoesnotremedythebreachwithintendaysafter receiptofnoticeofbreachfromthegovernmentalentity. Contract # 6571 227 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA EXHIBITF CertificateofInterestedPartiesElectronicFiling In2015, theTexasLegislatureadoptedHouseBill1295, whichaddedsection2252.908ofthe GovernmentCode. ThelawstatesthattheCitymaynotenterintothiscontractunlessthe Contractorsubmitsadisclosureofinterestedparties (Form1295) totheCityatthetimethe Contractorsubmitsthesignedcontract. TheTexasEthicsCommissionhasadoptedrulesrequiring thebusinessentitytofileForm1295electronicallywiththeCommission. ContractorwillberequiredtofurnishanoriginalnotarizedCertificateofInterestParties beforethecontractisawarded, inaccordancewithGovernmentCode2252.908. Thecontractorshall: 1. LogontotheStateEthicsCommissionWebsiteat : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. RegisterutilizingthetutorialprovidedbytheState 3. PrintacopyofthecompletedForm1295 4. EntertheCertificateNumberonpage2ofthiscontract. 5. SignandnotarizetheForm1295 6. Emailthenotarizedformtopurchasing@cityofdenton.comwiththecontractnumberinthe subjectline. (EX: Contract1234 Form1295) TheCitymustacknowledgethereceiptofthefiledForm1295notlaterthanthe30thdayafter Councilaward. OnceaForm1295isacknowledged, itwillbepostedtotheTexasEthics Contract # 6571 228 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA ProposalforRFP6571 - Management ExhibitG ServicesforStokeDenton 229 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA ProposalforRFP6571 - Management ExhibitG ServicesforStokeDenton SolicitationChecklist Check TasktobeCompletedbyRespondent when Completed xReviewExhibit2 GeneralProvisionsandTermsandConditions xReviewExhibit3ScopeofWork/TechnicalSpecifications xReviewExhibit4TechnicalDrawingsandPlans (ifapplicable) xCoversheet x Solicitationnumber x Solicitationname x Firmname x Firmaddress x Contactname x Contactphone N/A Contactfax x Websiteaddress x Contactemailaddress x SolicitationChecklist xAttachmentA- BusinessOverviewQuestionnaire x Documenthowfirmmeetsminimumqualifications (Section3) x Detailtosupportevaluationcriteria 230 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA ProposalforRFP6571 - Management ExhibitG ServicesforStokeDenton xAttachmentB ExceptionForm xAttachmentD ReferenceForm xAttachmentE ConflictofInterestQuestionnaireForm with signature xAttachmentF Acknowledgment xAcknowledgmentofAddenda xProforma (AttachmentA, question30) xW-9 (AttachmentA, question30) N/AThree (3) yearsoffinancialstatements auditedispreferred AttachmentA, question30) Submissionsignedbyauthorizedofficer, intheorderspecifiedbelow HardCopySubmission: Ifsubmittingahardcopy, theCityrequires one (1) originalandthree (3) copies, withthepricingsheetsubmitted electronicallyinexceloremailedinexceltoEbids@cityofdenton.com withtheSolicitation # andnameinthesubjectline. ElectronicSubmission: Ifsubmittinganelectronicproposalonly, emailtoEbids@cityofdenton.comwiththeSolicitation # andnamein thesubjectline. Thepricingsheet (Exhibit1) mustbeinexcelformat. 231 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA ProposalforRFP6571 - Management ExhibitG ServicesforStokeDenton ATTACHMENTA-BUSINESSOVERVIEWQUESTIONNAIREXXXXXXXXXX ANDFORMS FirmsLegalName: Hickory & RailVentures, LLC Address: 608EHickorySt, Suite128, Denton, TX, 76205 AgentAuthorizedtosigncontract (Name): MarshallCulpepper Agentsemailaddress: marshall@hickoryrail.com 232 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA ProposalforRFP6571 - Management ExhibitG ServicesforStokeDenton http://www.osha.gov/pls/oshaweb/owasrch.search_form?p_doc_type=STA NDARDS&p_toc_level=1&p_keyvalue=1926 Yes a. Respondingfirmsprincipleplaceofbusiness: 608EHickorySt. Suite128, Denton, TX76205 b. Companysmajorityownerprincipleplaceofbusiness: 233 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA ProposalforRFP6571 - Management ExhibitG ServicesforStokeDenton c. UltimateParentCompanysprincipleplaceofbusiness: N/A VisionforDenton VisionforStoke 234 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA ProposalforRFP6571 - Management ExhibitG ServicesforStokeDenton Team 235 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA ProposalforRFP6571 - Management ExhibitG ServicesforStokeDenton Ourproposal 1. DecreasingtheCitysobligationsbypayingforstaffdirectlyfromrevenue generatedfromtheSpace. 2. IncreasingthevaluethatStokeprovidestoitsmembers, resultinginincreasing revenue. Beingreadytotakeoverownershipofthecommercialleaseattheendofthe currentlease 236 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA ProposalforRFP6571 - Management ExhibitG ServicesforStokeDenton Weremovedthebudgeted $65,000directorsalarysincethatwillbepaid frommembershiprevenue. WeremovedH&RVpaymentofRentalIncomein2018, tohelpusgetoff theground. WeprojectedincreasesinBuildingRentby3.5% peryear, andUtilities 2,500peryearstartingwiththeCitysbudgetfrom2017-2018. Weadded $1,000permonthinpaymentsfromH&RVtotheCitystarting inDec2018 \[total $12,000\], and $2,000permonthinpaymentstotheCity startinginDec2019andlastinguntiltheendofthelease \[total $30,000\] 237 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA ProposalforRFP6571 - Management ExhibitG ServicesforStokeDenton 1. AddingabudgetforcapitalimprovementstoStoke. 2. Amarketingplanthatincludesamonthlybudget 3. Newprogrammingpartnershipsthatgeneratemoreinterest, andprovide additionalsourcesofrevenue. Installceilinginsulationtoeliminateechoandsoundtravelinthecommonwork area. Bettersoundisolationbetweentheconferenceroomsthatshareawall. Newlayoutsofthecommonareathatseparatethespacevisually. Regionalstartup & techeventsponsorshipssuchasDentonStartup Weekend, BootstrapDenton, andDallasStartupWeek. Blogcontent / thoughtleadershiparoundDentonsstartupcommunity. 238 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA ProposalforRFP6571 - Management ExhibitG ServicesforStokeDenton Targetedonlineadcampaigns. ActivedailyuseofSocialmedia. SearchEngineOptimizationontheStokewebsite. Dec2017 \[ContractExecution\] - $100/moatContractExecution Jun2018 Increaseto $500/mobudget Dec2018 Hireapart-timeMarketingDirector, increaseto $750/mo budget Jul2019 Increasemarketingbudgetto $1,500/mo Dec2019 TransitiontoFTEMarketingDirectorw/ $1,500/mobudget 239 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA ProposalforRFP6571 - Management ExhibitG ServicesforStokeDenton MarshallcreatedTechMill, Dentonsfirstco-workingspace, andhasorganized severalcommunityeventsoverthelast10yearsincludingDentonJelly, OpenHack, LittleDOCC, andBootstrapDenton. Marshallhasalsobeeninvolved intechnologystartupshisentirecareer, withexperienceinraisingventure capital. HeatherservedastheDirectorofStokefromJanuary2017-September2017. PriortothatshewastheCommunityCoordinatorandthenDirectorofSCRAP Denton, aProjectManageratafull-servicemarketingagency, andthecreator andownerofafoodcartinPortland, Oregon. https://www.dallasnews.com/business/business/2014/06/07/denton-startup- supporters-launch-nonprofit-tech-mill https://www.bizjournals.com/dallas/news/2014/11/18/techmill-why-we-partnered- with-square-205-for-new.html http://blog.semilshah.com/2017/04/08/the-story-behind-my-investment-in-kubos/ http://www.satellitetoday.com/newspace/2017/07/18/kubos-unveils-operating- system-small-spacecraft/ http://www.dentonrc.com/entertainment/denton-time/2014/12/24/new-space- opens-up-possibilities http://www.dentonrc.com/news/news/2016/10/08/the-joy-of-creation http://www.dentonrc.com/news/news/2017/01/14/creative-fuel 240 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA ProposalforRFP6571 - Management ExhibitG ServicesforStokeDenton 1. EllenRyfle Owner@BanterDenton eryfle@gmail.com 940) 594-2524 2. PaulEchols CEO@Square205 paul@square205.com 214) 616-625 3. PatrickPeters EVP, GMofProgramming@FourthWallMedia patrickepeters@gmail.com 214) 215-7759 4. CindyTysinger CEO@GSATi ctysinger@gsati.com 469.287.6771;4408 5. GlenFarris VPMarketing@VERUS 6. KyleTaylor President@TechMill kyletaylored@gmail.com 1 (940) 231-4998 241 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA ProposalforRFP6571 - Management ExhibitG ServicesforStokeDenton 242 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA ProposalforRFP6571 - Management ExhibitG ServicesforStokeDenton 243 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA ProposalforRFP6571 - Management ExhibitG ServicesforStokeDenton 244 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA ProposalforRFP6571 - Management ExhibitG ServicesforStokeDenton 245 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA ProposalforRFP6571 - Management ExhibitG ServicesforStokeDenton XXXXXXX 246 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA ProposalforRFP6571 - Management ExhibitG ServicesforStokeDenton stByattractingmorestartupsandtechcompanieswithhighpaying, 21century jobstoDenton Throughourpartnerships, byfundingstartupswithinvestmentcapital stCo-founder & 1PresidentofTechMill OpenedfirstCo-workingspaceinDenton FounderandoriginalorganizeroftheDentonJelly, LittleDOCC, andBootstrap Dentoncommunityevents Co-foundedKubos, satellitesoftwarestartupindowntownDentonwith3Denton co-founders ActivelymentorsUNTstudentsandDentonentrepreneursaboutwritingsoftware andbuildingtheirstartup ServedasCommunityCoordinatorandDirectorofSCRAPDenton ServedastheDirectorofStokefromJanuary2017-September2017. WorkedatlocaldigitalmarketingagencyProduceResultsasaProjectManager FounderandorganizerofDentonsMiniMakerFaire 247 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA ProposalforRFP6571 - Management ExhibitG ServicesforStokeDenton WerepresenttheDentonStartupCommunity. Seetheattachedlettersofsupportfrom ourpartners, current, andnewStokemembersforasampleofthekindofsupportwe havebeenabletogetfromthecommunityinjustafewweeks. N/A 1. Allday-to-dayoperations Membershiptoursandnewmemberorientation Invoicing / payments Conferenceroomschedulingformembers Membersupportandcommunications (Slack) Restockingmaterials, supplies, coffee, snacks, etc. Maintenanceandregularcleanup MemberhelpdeskandcoordinationwithCityIT 2. Marketing SocialMedia \[Twitter, Facebook, Instagram, etc\] Sponsorship & speakingatregionalstartupevents Writeregularblogcontent SEO / onlineadvertisement 3. Programming / Events Managementoftables, chairs, andotherresourcesforevents AccessandmanagementoftheSpaceafternormalworkhours Eventspacescheduling 248 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA ProposalforRFP6571 - Management ExhibitG ServicesforStokeDenton Asaco-workingmanagementcompany, weviewourmeasurablebusinessmetricsas thefollowing: Numberofactivememberships Numberofstartupandtechrelatedeventsheldinourspace Percentageofourmembershipbasethatfitsthetech-enabledprofile, starting withaminimumof50%, increasingto55% inYear2, and60% inYear3. WewillmeasuremembershipnumbersthroughCobot, apubliclyavailableco-working membermanagementplatformthatwewilluseinourday-to-dayoperations. Wewillmeasurethepercentageofmembersthatfitthetech-enabledprofileusingthe definitionsoftechortech-enabledprovidedbytheCityofDentoninthefirst addendumtoRFP6571. Wewillmeasuremembersatisfactiononceamonthwithautomatedsurveysusing SurveyMonkeyandourcommunitySlack. Itshouldbenotedthatweviewmembersatisfactionascriticaltoourmemberretention andlong-termsuccess, andarehappytoreporttheseaspartofouroverallmetricsto theCity. 249 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA ProposalforRFP6571 - Management ExhibitG ServicesforStokeDenton a) Proforma b) SubmitIRSFormW-9 250 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA ProposalforRFP6571 - Management ExhibitG ServicesforStokeDenton c) Three (3) yearsforfinancialstatements (incomestatementandbalance sheet). TheCityprefersauditedstatementsifavailable. Ifthisthese documentsarenotavailable, pleasenottheexceptiononAttachmentB. AdditionaldocumentationmayberequiredattheCitysdiscretion. Basedonour3yearprojection, theaveragemonthlycosttotheCityovertheremainder ofthecurrentleaseis $15,418.31. H&RVonlyrequiresthattheCitycontinuetopaythecommercialleaseandutilitiestothe landlord, whileH&RVcollectsmembership, sponsorship, andprogrammingrevenue, and aminimum1yearcontracttogiveustimetoestablishgrowthinthespace. DependingonthebestsituationfortheCity, H&RVcaninvoiceandcollectfeesdirectly, ortheCitycancollectfees, andH&RVwillinvoicetheCity. Hickory & RailVentures, LLCisaSingle-MemberLimitedLiabilityCompany, whose soleManagingMember, MarshallCulpepper, hasnofamilialrelationshipwithanyCity CouncilMember, Cityofficial, orCityemployee. Intheinterestoftransparency, H&RVEmployeeHeatherGregoryisthedaughterof DentonCityCouncilMemberDaltonGregory (seeourdisclosureintheConflictof InterestQuestionnaire). 251 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA ProposalforRFP6571 - Management ExhibitG ServicesforStokeDenton 252 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA ProposalforRFP6571 - Management ExhibitG ServicesforStokeDenton ATTACHMENTB-SUBMISSIONXXXXXXXX EXCEPTIONS/CLARIFICATIONS 253 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA ProposalforRFP6571 - Management ExhibitG ServicesforStokeDenton Hickory & RailVentures, LLC10 / 02 / 2017 254 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA ProposalforRFP6571 - Management ExhibitG ServicesforStokeDenton ATTACHMENTD-REFERENCESXXXXXXXX 255 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA ProposalforRFP6571 - Management ExhibitG ServicesforStokeDenton 09/25/2017 256 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA ProposalforRFP6571 - Management ExhibitG ServicesforStokeDenton ATTACHMENTF-ACKNOWLEDGEMENTXXXXXXXX 257 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA ProposalforRFP6571 - Management ExhibitG ServicesforStokeDenton 10 / 02 / 2017 258 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA ExhibitG SupplementalInformationprovidedviaemailOctober18, 2017 1. TheCityestimatesithas $132,000incapitalexpenditures (fiber, AV, security, and furniture/fixtures) onStokethatarelefttobedepreciatedovertheremainingtermofthelease. WilltherespondentaddresstheirabilitytomitigatethesecostsfortheCity? TheseexpenditureswerenotoriginallylistedintheRFP, andassuchwehavenothadenoughtimeto incorporatethemasaconsiderationintoouroverallfinancialplan. Isitpossiblethatwecouldgetan itemizedlistofcapitalexpendituresandtheirremainingdepreciation? Ourgeneralintentionwillbetobuy liketounderstandthefullscopeofthecommitmentbeforeagreeingtoanything. 2. Onpage21oftheresponse, therespondentaddressesthepercentageofthemembershipbase thatfitsthetech/techenabledprofileas50% Year1, 55% Year2, and60% Year3. Thislikelywill beunacceptablylowtotheCityCouncil. Willtherespondentrevisethesenumbers? TheseestimateswerebasedonStokemembershippercentagesthatwerecalculatedinSeptember beforeCitymanagementtookoverthespace. Accordingtothelatestnumbers, wewouldbehappyto revisetheseto60% forYear1, 65% forYear2, and70% forYear3. Itshouldalsobenotedthatwhileweintendtomeasuretech/techenabledmembershippercentage, we eourultimategoalistobecomeasustainable businessthatcantakethisspaceoffthe handsaftertheendofthecurrentlease. 3. Onpages9and10oftheresponse, therespondentprojectscostsandsavingstotheCityunder theproposal. Willtherespondentclarifytheassumptionsrelatedtomembershipnumbers, membershiprates, and/orothersourcesofrevenuethattheyusedtodeterminetheirabilityto Ifyoulookatthe3yearsofpro-formafinancialsthatwereprovided, therearerollupsofeachkindof membershipinthespreadsheetthatshowourassumptionsmonth-to-monthforhowthespacewillgrow. Paintingwithabroadbrush, ourassumptions: WewillmaintainenoughmembershiprevenuefromcurrentmemberstopaythesalaryofourExecutive Director, HeatherGregory, sothattheCitycanstoppayingthe $65,000salaryaltogether Welookedatconservativemembershipgrowthestimatesfromthelastye projectedthemforwardoverthenext3yearswithanemphasisondedicatedandco-workingdesks, with anaimtobeover100% capacity (sincemanydesksareshared) bytheendofthe3yearlease. WewillalsoactivelyseekoutnewrevenuesourcesintheformofsponsorshipsforEventsandaccess toStokemembers (seesponsorshipassumptionsandpricinginthePro-formafinancials). Boththerentalandutilitiesobligationswillcomefromtheseincreasesinrevenue 4. Alsoonpages9and10, therespondentoutlinesprojectedcostsavingstotheCity. Willthe respondentconfirmtheprojectedcostsavingstotheCity? TheseprojectedsavingsarebasedonthelatestbudgetreleasedfromtheCitythatassumestheCitywill takeon plantothemanagementagreementoftheDEC, ourestimateisHickory & RailVentureswillsavetheCity 259 DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA ExhibitG over $200,000. PleaseseethetableonPage9whichcoverstheassumptionsbuiltintotheseprojections, 2019or2019-2020. 260 G Exhibit DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA 261 G Exhibit DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA 262 G Exhibit DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA 263 G Exhibit DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA 264 G Exhibit DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA 265 G Exhibit DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA 266 G Exhibit DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA 267 G Exhibit DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA 268 G Exhibit DocuSignEnvelopeID: E5095EFA-42A6-4A01-8FB1-6D44C6E83EAA 269 CertificateOfCompletion EnvelopeId: E5095EFA42A64A018FB16D44C6E83EAAStatus: Completed Subject: CityCouncilDocusignItem - 6571StokeMgmtrev11-8-17 SourceEnvelope: DocumentPages: 84Signatures: 8EnvelopeOriginator: CertificatePages: 6Initials: 0KarenE. Smith AutoNav: Enabled901BTexasStreet EnvelopeIdStamping: EnabledDenton, TX 76209 TimeZone: (UTC-06:00) CentralTime (US & Canada)karen.smith@cityofdenton.com IPAddress: 129.120.6.150 RecordTracking Status: OriginalHolder: KarenE. SmithLocation: DocuSign 11/8/201711:41:47AM karen.smith@cityofdenton.com SignerEventsSignatureTimestamp KarenE. SmithSent: 11/8/201711:49:32AMCompletedkaren.smith@cityofdenton.comViewed: 11/8/201711:49:44AM InterimPurchasingManagerSigned: 11/8/201711:50:20AM UsingIPAddress: 129.120.6.150CityofDenton SecurityLevel: Email, AccountAuthentication Optional) ElectronicRecordandSignatureDisclosure: NotOfferedviaDocuSign JuliaWinkleySent: 11/8/201711:50:21AMCompleted julia.winkley@cityofdenton.comViewed: 11/8/20171:17:50PM ContractsAdministrationSupervisorSigned: 11/8/20171:18:22PM UsingIPAddress: 129.120.6.150CityofDenton SecurityLevel: Email, AccountAuthentication Optional) ElectronicRecordandSignatureDisclosure: NotOfferedviaDocuSign BrandonMartinoSent: 11/8/20172:02:11PM bmartino@orisonholdings.comViewed: 11/8/20172:29:25PM SecurityLevel: Email, AccountAuthentication Signed: 11/8/20172:30:02PM Optional) UsingIPAddress: 173.74.201.210 Signedusingmobile ElectronicRecordandSignatureDisclosure: Accepted: 11/8/20172:29:25PM ID: 0faa97ed-e12e-41cd-96fd-a3565c853ff3 MarshallCullpepperSent: 11/8/20171:18:25PM marshall@hickoryrail.comResent: 11/8/20172:30:04PM OwnerViewed: 11/8/20172:44:46PM SecurityLevel: Email, AccountAuthentication Signed: 11/8/20172:45:44PMUsingIPAddress: 107.77.235.99Optional) Signedusingmobile ElectronicRecordandSignatureDisclosure: NotOfferedviaDocuSign JenniferDeCurtisSent: 11/8/20172:45:47PM jennifer.decurtis@cityofdenton.comViewed: 11/8/20172:53:17PM DeputyCityAttorneySigned: 11/8/20172:56:15PM CityofDenton UsingIPAddress: 129.120.6.150SecurityLevel: Email, AccountAuthentication Optional) 270 SignerEventsSignatureTimestamp ElectronicRecordandSignatureDisclosure: NotOfferedviaDocuSign JuliaWinkleySent: 11/8/20172:56:17PMCompletedjulia.winkley@cityofdenton.comViewed: 11/15/20178:46:28AM ContractsAdministrationSupervisorSigned: 11/15/20178:48:37AM UsingIPAddress: 129.120.6.150CityofDenton SecurityLevel: Email, AccountAuthentication Optional) ElectronicRecordandSignatureDisclosure: NotOfferedviaDocuSign ToddHilemanSent: 11/15/20178:48:39AM todd.hileman@cityofdenton.comViewed: 11/15/20178:49:11AM CityManagerSigned: 11/15/20178:49:22AM CityofDenton UsingIPAddress: 129.120.6.150SecurityLevel: Email, AccountAuthentication Optional) ElectronicRecordandSignatureDisclosure: Accepted: 7/25/201711:02:14AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 JenniferWaltersSent: 11/15/20178:49:25AM jennifer.walters@cityofdenton.comViewed: 11/16/20177:49:25AM CitySecretarySigned: 11/16/20177:49:54AM CityofDenton UsingIPAddress: 129.120.6.150SecurityLevel: Email, AccountAuthentication Optional) ElectronicRecordandSignatureDisclosure: NotOfferedviaDocuSign InPersonSignerEventsSignatureTimestamp EditorDeliveryEventsStatusTimestamp AgentDeliveryEventsStatusTimestamp IntermediaryDeliveryEventsStatusTimestamp CertifiedDeliveryEventsStatusTimestamp CarbonCopyEventsStatusTimestamp CarolineBoothSent: 11/8/20172:45:46PM caroline.booth@cityofdenton.comViewed: 11/8/20172:56:42PM CityofDenton SecurityLevel: Email, AccountAuthentication Optional) ElectronicRecordandSignatureDisclosure: NotOfferedviaDocuSign SherriThurmanSent: 11/8/20172:45:46PM sherri.thurman@cityofdenton.com SecurityLevel: Email, AccountAuthentication Optional) ElectronicRecordandSignatureDisclosure: NotOfferedviaDocuSign 271 CarbonCopyEventsStatusTimestamp RobinFoxSent: 11/15/20178:48:39AM Robin.fox@cityofdenton.com SecurityLevel: Email, AccountAuthentication Optional) ElectronicRecordandSignatureDisclosure: NotOfferedviaDocuSign JenniferBridgesSent: 11/16/20177:49:56AM jennifer.bridges@cityofdenton.com ProcurementAssistant CityofDenton SecurityLevel: Email, AccountAuthentication Optional) ElectronicRecordandSignatureDisclosure: NotOfferedviaDocuSign JaneRichardsonSent: 11/16/20177:49:57AM jane.richardson@cityofdenton.comViewed: 12/6/20179:43:02AM AssistantCitySecretary CityofDenton SecurityLevel: Email, AccountAuthentication Optional) ElectronicRecordandSignatureDisclosure: NotOfferedviaDocuSign CarolineBoothSent: 11/16/20177:49:58AM caroline.booth@cityofdenton.com CityofDenton SecurityLevel: Email, AccountAuthentication Optional) ElectronicRecordandSignatureDisclosure: NotOfferedviaDocuSign NotaryEventsSignatureTimestamp EnvelopeSummaryEventsStatusTimestamps EnvelopeSentHashed/Encrypted11/16/20177:49:58AM CertifiedDeliveredSecurityChecked11/16/20177:49:58AM SigningCompleteSecurityChecked11/16/20177:49:58AM CompletedSecurityChecked11/16/20177:49:58AM PaymentEventsStatusTimestamps ElectronicRecordandSignatureDisclosure 272 ELECTRONICRECORDANDSIGNATUREDISCLOSURE Fromtimetotime, CityofDenton (we, usorCompany) mayberequiredbylawtoprovideto youcertainwrittennoticesordisclosures. 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WHEREAS, the City of Denton ("City"} seeks to drive new business creation andjob growth by fostering a sustainable startup co unity for entrepreneurs pri arily in early-stage tech and tech- enabled businesses; and W E EAS, to achieve this public purpose, the City leased a com ercial space of approximately 9,000 square feet at 608 East Hickory, Denton, Texas, 76201 from Rail Yard Partners, Ltd. ("Stoke enton"}; and W EREAS, Stoke enton is focused on the recruit ent and support of tech and tech- enabled startups, as well as memberships of businesses in other sectors that are complementary to a healthy startup co munity; and W EREAS, on November 14, 2017, the City and icicory & ail Ventures, LLC, Contractor"} entered into a contract 6571 ("Agreement"} which transitioned Stoke Denton from a City-managed facility to a facility managed by the Contractor and subleased Stoke Denton to Contractor ("Sublease"}; and w . _ . _ r . w - SECTION_ 1a. The findings and recitations contained in the preamble of this ordinance are incorporated herein by reference. w _. . r , r . . . 276 S:\legal\our documents\ordinancesU 8\stoke amendment The Sublease Extension and Amendment by and between the City and Contractor, which extends the term and amends certain provisions of the Sublease, and which is attached to this ordinance and incorporated herein for all purposes, is hereby accepted and approved. SECTION 3. The City Manager of the City of Denton, or his designee, is authorized to execute the attached Contract Extension and Amendment as well as the Sublease Extension and Amendment, and the City Council hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City under such agreements to the City Manager, or his designee. SECTION„_4. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by _f-fil/ `, m w and seconded by //D..Gt r S,oCTff . The ordinance was passed and approved by the following vote - : Aye Nay Abstain Absent Mayor Chris Watts: _ Gerard Hudspeth, District 1: wwwwwwwww m Keely G. Briggs, District 2: ' Don Duff, District 3: __ G" John Ryan, District 4: . Deb Annintor, At Large Place 5: _ / Paul Meltzer, At Large Place 6: " __ PASSED AND APPROVED this the / day of ",;^','_^' ., 2018. j' , CHRIS WATT ......__ ...... ..........__ S, MA" ATTEST: JENNIFER WALTERS, CITY SECRETARY BY' ", u ' ","' APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: :.: " .. .' ---- " . 277 DocuSignEnvelopeID: 7224FFA3-216C-40E0-8562-B0EDC923204E 278 DocuSignEnvelopeID: 7224FFA3-216C-40E0-8562-B0EDC923204E CONTRACTEXTENSIONANDAMENDMENTBYANDBETWEEN CITYOFDENTON, TEXASANDHICKORY & RAILVENTURES, LLC CONTRACT6571) THISCONTRACTEXTENSION ANDAMENDMENT (this "Extension") tothat certaincontract6571byandbetweenHickory & RailVentures, LLC, andtheCityofDenton, Texas, enteredintoNovember14, 2017 (the "Agreement") ismadeandenteredintothisdate byandbetweenHickory & RailVentures, LLC, alimitedliability company, whoseaddressis608E. HickorySt., Suite128, Denton, TX76205, byandthroughits authorizedagent, MarshallCulpepper, hereinafterreferredtoas "Contractor," and theCityof Denton, Texas, ahomerulemunicipalcorporation, hereinafterreferredtoas "City," tobeeffective uponapprovaloftheDentonCityCouncilandsubsequentexecutionofthisExtension bythe DentonCityManagerorhisdulyauthorizeddesignee. WHEREAS, theCityseekstodrivenewbusinesscreationandjobgrowthbyfosteringa sustainablestartupcommunityforentrepreneursprimarilyinearly-stagetechandtech-enabled businesses; and WHEREAS, toachievethispublicpurpose, theCityleasedacommercialspaceof approximately9,000squarefeetat608EastHickory, Denton, Texas76201fromRailYard Partners, Ltd. ("StokeDenton"); and WHEREAS, StokeDentonis focusedontherecruitmentandsupportoftechandtech- enabledstartups, aswellasmembershipsofbusinessesinothersectorsthatarecomplementaryto ahealthystartupcommunity; and WHEREAS, onNovember14, 2017, theCityandContractorenteredintotheAgreement whichtransitioned StokeDentonfromaCity-managedfacilitytoafacilitymanagedbythe ContractorandsubleasedStokeDentontoContractor; and WHEREAS, theAgreementdescribedContractortargetgoalstoincreasethenumberof activemembershipswhichmatchthetechortech-enabledprofile; and WHEREAS, theCityandContractordesiretoexecutethisExtensioninordertoextend thetermoftheAgreement, includingthesubleaseofStokeDenton, untilFebruary28, 2021, and toamendcertaintermsoftheAgreement; NOWTHEREFORE, theCityandContractor (hereaftercollectivelyreferredtoasthe Parties"), inconsiderationoftheirmutualpromisesandcovenants, aswellasforothergoodand valuableconsiderations, doherebyagreetothefollowingExtension, whichextendsthetermof theAgreementandamendsthetermsandconditionsoftheAgreement, towit: 1. TheAgreementisherebyextendedforanadditionalterm fromNovember15, 2018 throughFebruary28, 2021. 2. ThesubleaseattachedtotheAgreementasExhibit "B" (the "Sublease"), asextended andamendedbythesubleaseextensionandamendmentattachedasExhibit "A" tothis Extension (the "ExtendedSublease"), isherebyextendedfortheFirstExtensionTerm asdefinedintheSublease) andSecondExtensionTerm (asdefinedintheSublease). Contractorshallmakepaymentstothe Cityinaccordancewiththeprogramcosts 6571 StokeDenton ContractExtensionandAmendment 1 279 DocuSignEnvelopeID: 7224FFA3-216C-40E0-8562-B0EDC923204E indicatedintheAgreementandasreflectedintheSublease. TheExtendedSublease willbeintheformattachedasExhibit "A" heretoandshallbeexecutedbyContractor contemporaneouslywiththisExtension. ByexecutionofthisExtension, theParties agreethatsufficientwrittennoticetoextendtheSubleasefortheFirstExtensionTerm andSecondExtensionTermwasprovidedtoCityinaccordancewithSubsectionsD.4. oftheSublease. 3. Exhibit "A" - "SpecialTermsandConditionsforManagementServices", SectionII ProgramCosts", SubsectionA, Paragraph9oftheAgreementisherebyamendedto readasfollows: 9. ProvideCapitalImprovementstoStokeDentonintheamountofatleast $29,000 overathreeyearperiod, beginningFebruary2018. SuchCapitalImprovements shallincludetheinstallationofceilinginsulationtoeliminateechoandsoundtravel inthecommonworkareaandprovidebettersoundisolationbetweenthe conferenceroomsthatshareawallandthenewlayoutsofthecommonarea. In addition, ContractormayinstallCapitalImprovementstoprovideadditionaloffice space. Contractorisauthorizedtoprocureandcontractfortheinstallationofthe CapitalImprovements. AnysuchCapitalImprovementsshallbecompletedin accordancewithfederal, stateandlocallaws. Theamountandkindofcapital improvementsprovidedshallbereflectedintheannualcomprehensivereporttothe cityofDentoninaccordancewithParagraphIV.E.2herein. AnyCapital EconomicDevelopmentpriortoinstallation." 4. Exhibit "A" - "SpecialTermsandConditionsforManagementServices", SectionIII ContractTermandTermination" oftheAgreementisherebyamendedtoreadas follows: III. ContractTermandTermination. TheContracttermwillbethroughFebruary 28, 2021. leaseterminationdate. TheContractmaybeterminatedbytheCitywiththirty (30) dayswrittennoticetotheContractor; providedthat, intheeventofnonrenewaldueto theCitynotallottingorappropriatingsufficientfundsfortherenewedfiscalyear, the CitymayterminatethisContractwithoutnotice. Thefollowingconditionswillbe groundsforautomaticterminationwithoutnoticeduringthetermoftheContract: (1) FailuretomeetthemetricsanddeliverablesasstatedhereinorContractorotherwiseis inbreachofthisContract; (2) StokeDentonisdestroyedbycasualty; (3) StokeDenton istakenbyeminentdomaineitherinwholeorinpart; (4) Contractorappliesfor, consentsto, orisinvoluntarilysubjectedtoreceivership, trustee, orliquidatorofallor substantiallyallofitsassets; (5) Contractorfilesforbankruptcyorbecomesotherwise insolvent; (6) ContractorfailstoprovideormaintaininsurancefortheStokeDenton andardTerms andConditionsinExhibitD. TerminationoftheContractwillresultinterminationof theSublease. IntheeventofterminationoftheContract, ContractorshallleaveStoke Denton, returnallofStokeDentonpropertytotheCityandleaveStokeDentoninits originalconditionexceptforanycapitalimprovementscompletedshallremainonthe property." 6571 StokeDenton ContractExtensionandAmendment 2 280 DocuSignEnvelopeID: 7224FFA3-216C-40E0-8562-B0EDC923204E 5. Exhibit "A" - "SpecialTermsandConditionsforManagementServices", SectionIV DeliverablesandPerformanceMetrics", SubsectionE. "AdditionalReporting", Paragraph2 "Comprehensiveannualreport" oftheAgreementisherebyamendedto readasfollows: 2. Comprehensivesemi-annualreportandannualpresentation: TheContractorwill providetotheCityCouncil nolaterthanJune 1 of eachyearasemi-annual comprehensiveoutputsandoutcomesreportandnolaterthanNovember1ofeach yearanannualcomprehensiveoutputsandoutcomesreportsummarizingmetrics incategoriesA-Dabove, alongwithinformationsuchasStokeMemberCompany financialoremploymentgrowth, capitalfundingsuccess, exits, andotherrelevant indicatorsofmemberbusinesshealthandgrowth. TheContractorwillpresentto theCityCouncilinapublicmeetingnolaterthanNovember1ofeachyeara summaryofthereportandmetricsprovidedinitsannualreportforthatyear. The outputsandoutcomesdatainthecomprehensiveannualreportwillbeusedto definemetricsanddeliverablesinfuturecontracts." 6. NotwithstandinganythingtothecontraryintheAgreement, theContractormayassign itsrightsandinterestsinthe Agreement andthisExtensioninwholetoanyentity Assignee") thatisaffiliated, controlled, orundercommoncontrolbyContractor or itsManagingMemberwiththepriorwrittenconsentoftheCityManageroftheCity, whichconsentshallnotbeunreasonablywithheldprovidedthattheContractorisnot inbreachoftheAgreementandthisExtensionatthetimeofsuchassignment. The ContractorshallnotassignitsrightsandinterestsinthisAgreementtoanon-affiliate, non-controlled, ornon-relatedentityoftheContractororitsManagingMember. An assigneeofContractor thepurposesoftheAgreement andthisExtensionandshallbedeemedtohavealloftheobligationsoftheContractor assetforthintheAgreementandthisExtension. a. requestforassignmenttoanAssigneeshallincludeacopyofthe proposedassignmentdocumenttogetherwiththename, address, telephone number, ande-mailaddress (ifavailable) ofacontactpersonrepresentingthe AssigneewhotheCitymaycontactforadditionalinformationregardingthe experienceandbackgroundoftheAssignee. b. AnassignmentshallbeinwritingexecutedbytheContractorandtheAssignee andshallobligatetheAssigneetobeboundbytheAgreementandthis Extension. AcopyofeachfullyexecutedassignmenttoanAssigneeshallbe providedtoallPartieswithin15daysafterexecution. Fromandaftersuch assignment, theCityagreestolooksolelytotheAssigneefortheperformance ofallobligationsassignedtotheAssigneeandagreesthattheContractorshall bereleasedfromsubsequentlyperformingtheassignedobligationsandfrom anyliabilitythatresultsfromtheA obligations; provided, however, ifacopyoftheassignmentisnotreceivedby theCitywithin15daysafterexecution, theContractorshallnotbereleased untiltheCityreceivessuchcopyoftheassignment. Noassignmentbythe ContractorshallreleasetheContractorfromanyliabilitythatresultedfroman actoromissionbytheContractorthatoccurredpriortotheeffectivedateofthe assignment. 6571 StokeDenton ContractExtensionandAmendment 3 281 DocuSignEnvelopeID: 7224FFA3-216C-40E0-8562-B0EDC923204E ThePartiesheretoagree, thatexceptasspecificallyprovidedforbythisExtension, thatallofthe terms, covenants, conditions, agreements, rights, responsibilities, andobligationsofthePartiesset forthintheAgreementremaininfullforceandeffect. ByexecutingthisExtensionbelowinconformancewithSec. 2270.001oftheTexas GovernmentCode, theContractorverifiesthattheContractor: (1) doesnotboycottIsraelcurrently; and (2) willnotboycottIsraelduringthetermofthisContractwiththeCityofDenton. The ContractorfurthercertifiesthattheContractordoesnotandwillnotengageinbusinesswithIran, Sudan, oraForeignTerroristOrganizationasdefinedunderSection2252.151oftheTexas GovernmentCode, andisnotlistedonthewebsiteoftheComptrolleroftheStateofTexas concerningthelistingofcompaniesforthatpurpose. Contractorfurthercertifiesthatshouldit enterintoacontractthatisonsaidlistingofcompanieswhichdobusinesswithIran, Sudanorany ForeignTerroristOrganization, itwillimmediatelynotifytheCityofDenton. INWITNESSWHEREOF, thepartiesofthesepresentshaveexecutedthisagreementin theyearanddayfirstabovewritten. Thisspaceleftblankintentionally ----- 6571 StokeDenton ContractExtensionandAmendment 4 282 DocuSignEnvelopeID: 7224FFA3-216C-40E0-8562-B0EDC923204E CONTRACTOR HICKORY & RAILVENTURES, LLC BY: ______________________________ AUTHORIZEDSIGNATURE Name: ______________________________ Title: _______________________________ PHONENUMBER EMAILADDRESS CITYOFDENTON, TEXAS BY: TODDHILEMAN CITYMANAGER ATTEST: THISAGREEMENTHASBEEN BOTH JENNIFERWALTERS, CITYSECRETARY REVIEWEDANDAPPROVED asto financialandoperational obligationsand businessterms. BY: __________________________________ SIGNATURE PRINTEDNAME APPROVEDASTOLEGALFORM: AARONLEAL, CITYATTORNEY TITLE BY: __________________________________ DEPARTMENT 6571 StokeDenton ContractExtensionandAmendment 5 283 DocuSignEnvelopeID: 7224FFA3-216C-40E0-8562-B0EDC923204E ExhibitA SUBLEASEEXTENSIONANDAMENDMENT THISSUBLEASEEXTENSIONANDAMENDMENT tothat certainsubleasebyandbetweenHickory & RailVentures, LLC, andtheCityofDenton, Texas, enteredintoonNovember14, 2017 (the "Sublease") ismadeandenteredintothisdate byandbetweenHickory & RailVentures, LLC, alimitedliability company, whoseaddressis608E. HickorySt., Suite128, Denton, TX76205, byandthroughits authorizedagent, MarshallCulpepper, hereinafterreferredtoas "Sublessee," andtheCityof Denton, Texas, ahomerulemunicipalcorporation, hereinafterreferredtoas "Sublessor" tobe effectiveuponapprovaloftheDentonCityCouncilandsubsequentexecutionofthisExtended SubleasebytheDentonCityManagerorhisdulyauthorizeddesignee. RECITALS: WHEREAS, SublessorandSublesseearepartiestotheSubleasewithacommencement dateofDecember1, 2017; and WHEREAS, the12monthtermoftheSubleasewillexpireonDecember1, 2018; and WHEREAS, SublessorandSublesseedesiretoextendthetermoftheSubleaseuntil February28, 2021, andtoagreeuponcertainothertermsandconditionsrelativetotheSublease; NOW, THEREFORE, SublessorandSublessee (hereaftercollectivelyreferredtoasthe Parties"), inconsiderationoftheirmutualpromisesandcovenants, aswellasforothergoodand valuableconsiderations, doherebyagreetothefollowingExtendedSublease, whichextendsthe termoftheSubleaseandamendsthetermsandconditionsoftheSublease, towit: 1. Unlessotherwisedefinedherein, capitalizedtermsshallhavethemeaningascribedto suchtermsintheSublease. TheSubleaseisherebyextendedfortheFirstExtension TermandSecondExtensionTerm. SublesseeshallpaytheBaseRenttoSublessorin accordancewiththeprogramcostsindicated intheMaintenance Agreement andas reflectedinSubsectionD.3oftheSublease. ByexecutionofthisExtendedSublease, thePartiesagreethatsufficientwrittennoticetoextendtheSubleasefortheFirst ExtensionTermandSecondExtensionTermwasprovidedtoCityinaccordancewith SubsectionsD.4. oftheSublease. 2. SectionA - "", SubsectionA.2.gof the Sublease ishereby amendedtoreadasfollows: A.2.g. AltertheSubleasedPremisesinanywayotherthantheCapital ImprovementsprovidedintheContract6571byandBetweenCityofDenton, Texas andHickory & RailVentures, LLC, executedcontemporaneouslywiththisSublease, asextendedandamendedbytheContractExtensionandAmendment (collectively, ManagementAgreement"), andprovidedbyapprovaloftheDirectorofEconomic DevelopmentfortheCity." 3. NotwithstandinganythingtothecontraryintheSublease, includingSubsectionsA.2.i andD.2(2), theSublesseemayassignitsrightsandinterestsintheSubleaseandthis 6571 StokeDenton ContractExtensionandAmendment 6 284 DocuSignEnvelopeID: 7224FFA3-216C-40E0-8562-B0EDC923204E ExtendedSubleasetoanyentitythatisaffiliated, controlled, orundercommoncontrol bySublessee oritsManagingMemberwiththepriorwrittenconsentoftheCity ManageroftheSublessorandinaccordancewithSection6oftheContractExtension andAmendment. ThePartiesheretoagree, thatexceptasspecificallyprovidedforbythisExtendedSublease, that alloftheterms, covenants, conditions, agreements, rights, responsibilities, andobligationsofthe PartiessetforthintheAgreementremaininfullforceandeffect. Thisspaceleftblankintentionally ----- 6571 StokeDenton ContractExtensionandAmendment 7 285 DocuSignEnvelopeID: 7224FFA3-216C-40E0-8562-B0EDC923204E Sublessor: CityofDenton, aTexashome-rulemunicipalTHISAGREEMENTHASBEENBOTHcorporationREVIEWEDANDAPPROVEDasto financialandoperational obligationsand businessterms. ToddHileman, CityManager DateofExecution: ____________________ SIGNATURE PRINTEDNAME Attest: JenniferWalters, CitySecretary TITLE Approvedastoform: DEPARTMENT AaronLeal, CityAttorney Sublessee: Hickory & RailVentures, LLC, aTexaslimited liabilitycompany MarshallCulpepper, ManagingMember DateofExecution: ____________________ ConsentofLandlord LandlordconsentstothissubleasebySublessorto Sublessee. Landlord: RailYardPartners, Ltd., aTexaslimited partnership BrandonMartino, ManagingMember, Orison Holdings, LLC, aTexaslimitedliabilitycompany, andgeneralpartnerofRailYardPartners, Ltd. DateofExecution: ____________________ 6571 StokeDenton ContractExtensionandAmendment 8 286 DocuSignEnvelopeID: 7224FFA3-216C-40E0-8562-B0EDC923204E CertificateofInterestedPartiesElectronicFiling In2015, theTexasLegislatureadoptedHouseBill1295, whichaddedsection2252.908ofthe GovernmentCode. ThelawstatesthattheCitymaynotenterintothiscontractunlessthe Contractorsubmitsadisclosureofinterestedparties (Form1295) totheCityatthetimethe Contractorsubmitsthesignedcontract. TheTexasEthicsCommissionhasadoptedrulesrequiring thebusinessentitytofileForm1295electronicallywiththeCommission. ContractorwillberequiredtofurnishanoriginalnotarizedCertificateofInterestParties beforethecontractisawarded, inaccordancewithGovernmentCode2252.908. Thecontractorshall: 1. LogontotheStateEthicsCommissionWebsiteat : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. RegisterutilizingthetutorialprovidedbytheState 3. PrintacopyofthecompletedForm1295 4. EntertheCertificateNumberonpage2ofthiscontract. 5. SignandnotarizetheForm1295 6. Emailthenotarizedformtopurchasing@cityofdenton.comwiththecontractnumberinthe subjectline. (EX: Contract1234 Form1295) TheCitymustacknowledgethereceiptofthefiledForm1295notlaterthanthe30thdayafter Councilaward. OnceaForm1295isacknowledged, itwillbepostedtotheTexasEthics 6571 StokeDenton ContractExtensionandAmendment 9 287 CertificateOfCompletion EnvelopeId: 7224FFA3216C40E08562B0EDC923204EStatus: Completed Subject: CityCouncilDocusignItem - 6571StokeRenewalandAmendment SourceEnvelope: DocumentPages: 10Signatures: 11EnvelopeOriginator: CertificatePages: 6Initials: 0RebeccaHunter AutoNav: Enabled901BTexasStreet EnvelopeIdStamping: EnabledDenton, TX 76209 TimeZone: (UTC-08:00) PacificTime (US & Canada)rebecca.hunter@cityofdenton.com IPAddress: 129.120.6.150 RecordTracking Status: OriginalHolder: RebeccaHunterLocation: DocuSign 11/5/20181:21:02PM rebecca.hunter@cityofdenton.com SignerEventsSignatureTimestamp RebeccaHunterSent: 11/5/20181:30:13PMCompletedrebecca.hunter@cityofdenton.comViewed: 11/5/20181:30:21PM AssistantPurchasingManagerSigned: 11/5/20181:31:02PM UsingIPAddress: 129.120.6.150CityofDenton SecurityLevel: Email, AccountAuthentication None) ElectronicRecordandSignatureDisclosure: NotOfferedviaDocuSign MackReinwandSent: 11/5/20181:31:03PM mack.reinwand@cityofdenton.comViewed: 11/5/20182:13:44PM CityofDentonSigned: 11/5/20182:14:22PM SecurityLevel: Email, AccountAuthentication SignatureAdoption: Pre-selectedStyleNone) UsingIPAddress: 129.120.6.150 ElectronicRecordandSignatureDisclosure: NotOfferedviaDocuSign BrandonMartinoSent: 11/5/20182:14:25PM bmartino@orisonholdings.comViewed: 11/6/201810:02:57AM SecurityLevel: Email, AccountAuthentication Signed: 11/6/201810:03:35AM None) SignatureAdoption: Pre-selectedStyle UsingIPAddress: 173.74.201.210 ElectronicRecordandSignatureDisclosure: Accepted: 11/6/201810:02:57AM ID: 3ae074f0-888d-4179-8cff-bf762c76dce9 MarshallCulpepperSent: 11/5/20182:14:25PM marshall@stokedenton.comViewed: 11/6/20189:36:58AM OwnerSigned: 11/6/20189:37:50AM SecurityLevel: Email, AccountAuthentication SignatureAdoption: Pre-selectedStyleNone) UsingIPAddress: 47.32.197.111 ElectronicRecordandSignatureDisclosure: Accepted: 11/6/20189:36:58AM ID: 0db38ef0-00ca-4740-b3bf-31651d2d6289 288 SignerEventsSignatureTimestamp CarolineBoothSent: 11/6/201810:03:37AM Caroline.Booth@cityofdenton.comViewed: 11/6/201810:05:45AM DirectorofEconomicDevelopmentSigned: 11/6/201810:07:13AM SecurityLevel: Email, AccountAuthentication SignatureAdoption: Pre-selectedStyleNone) UsingIPAddress: 129.120.6.150 ElectronicRecordandSignatureDisclosure: Accepted: 11/6/201810:05:45AM ID: b5e32133-75da-409b-8b8b-d8e9a12571b7 TabithaMillsopSent: 11/6/201810:07:15AMCompleted tabitha.millsop@cityofdenton.comViewed: 11/19/20181:09:41PM CityofDentonSigned: 11/19/20181:51:10PM UsingIPAddress: 129.120.6.150SecurityLevel: Email, AccountAuthentication None) ElectronicRecordandSignatureDisclosure: NotOfferedviaDocuSign ToddHilemanSent: 11/19/20181:51:13PM todd.hileman@cityofdenton.comViewed: 11/19/20181:52:20PM CityManagerSigned: 11/19/20181:52:28PM CityofDenton SignatureAdoption: Pre-selectedStyleSecurityLevel: Email, AccountAuthentication UsingIPAddress: 129.120.6.150None) ElectronicRecordandSignatureDisclosure: Accepted: 7/25/20179:02:14AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 JaneRichardsonSent: 11/19/20181:52:31PM jane.richardson@cityofdenton.comResent: 11/21/20189:12:25AM AssistantCitySecretaryViewed: 11/21/20189:35:18AM CityofDentonSigned: 11/21/20189:37:06AMSignatureAdoption: Pre-selectedStyleSecurityLevel: Email, AccountAuthentication UsingIPAddress: 129.120.6.150None) ElectronicRecordandSignatureDisclosure: NotOfferedviaDocuSign InPersonSignerEventsSignatureTimestamp EditorDeliveryEventsStatusTimestamp AgentDeliveryEventsStatusTimestamp IntermediaryDeliveryEventsStatusTimestamp CertifiedDeliveryEventsStatusTimestamp CarbonCopyEventsStatusTimestamp SherriThurmanSent: 11/5/20181:31:03PM sherri.thurman@cityofdenton.com CityofDenton SecurityLevel: Email, AccountAuthentication None) ElectronicRecordandSignatureDisclosure: NotOfferedviaDocuSign 289 CarbonCopyEventsStatusTimestamp JaneRichardsonSent: 11/19/20181:51:12PM jane.richardson@cityofdenton.comViewed: 11/21/20186:36:53AM AssistantCitySecretary CityofDenton SecurityLevel: Email, AccountAuthentication None) ElectronicRecordandSignatureDisclosure: NotOfferedviaDocuSign JenniferBridgesSent: 11/21/20189:37:08AM jennifer.bridges@cityofdenton.com ProcurementAssistant CityofDenton SecurityLevel: Email, AccountAuthentication None) ElectronicRecordandSignatureDisclosure: NotOfferedviaDocuSign JaneRichardsonSent: 11/21/20189:37:09AM jane.richardson@cityofdenton.com AssistantCitySecretary CityofDenton SecurityLevel: Email, AccountAuthentication None) ElectronicRecordandSignatureDisclosure: NotOfferedviaDocuSign NotaryEventsSignatureTimestamp EnvelopeSummaryEventsStatusTimestamps EnvelopeSentHashed/Encrypted11/21/20189:37:09AM CertifiedDeliveredSecurityChecked11/21/20189:37:09AM SigningCompleteSecurityChecked11/21/20189:37:09AM CompletedSecurityChecked11/21/20189:37:09AM PaymentEventsStatusTimestamps ElectronicRecordandSignatureDisclosure 290 ELECTRONICRECORDANDSIGNATUREDISCLOSURE Fromtimetotime, CityofDenton (we, usorCompany) mayberequiredbylawtoprovideto youcertainwrittennoticesordisclosures. Describedbelowarethetermsandconditionsfor providingtoyousuchnoticesanddisclosureselectronicallythroughyourDocuSign, Inc. DocuSign) Expressuseraccount. Pleasereadtheinformationbelowcarefullyandthoroughly, andifyoucanaccessthisinformationelectronicallytoyoursatisfactionandagreetotheseterms andconditions, pleaseconfirmyouragreementbyclickingthe 'Iagree' buttonatthebottomof thisdocument. Gettingpapercopies Atanytime, youmayrequestfromusapapercopyofanyrecordprovidedormadeavailable electronicallytoyoubyus. Forsuchcopies, aslongasyouareanauthorizeduserofthe DocuSignsystemyouwillhavetheabilitytodownloadandprintanydocumentswesendtoyou throughyourDocuSignuseraccountforalimitedperiodoftime (usually30days) aftersuch documentsarefirstsenttoyou. Aftersuchtime, ifyouwishforustosendyoupapercopiesof anysuchdocumentsfromourofficetoyou, youwillbechargeda $0.00per-pagefee. Youmay requestdeliveryofsuchpapercopiesfromusbyfollowingtheproceduredescribedbelow. Withdrawingyourconsent Ifyoudecidetoreceivenoticesanddisclosuresfromuselectronically, youmayatanytime changeyourmindandtellusthatthereafteryouwanttoreceiverequirednoticesanddisclosures onlyinpaperformat. Howyoumustinformusofyourdecisiontoreceivefuturenoticesand disclosureinpaperformatandwithdrawyourconsenttoreceivenoticesanddisclosures electronicallyisdescribedbelow. Consequencesofchangingyourmind Ifyouelecttoreceiverequirednoticesanddisclosuresonlyinpaperformat, itwillslowthe speedatwhichwecancompletecertainstepsintransactionswithyouanddeliveringservicesto youbecausewewillneedfirsttosendtherequirednoticesordisclosurestoyouinpaperformat, andthenwaituntilwereceivebackfromyouyouracknowledgmentofyourreceiptofsuch papernoticesordisclosures. Toindicatetousthatyouarechangingyourmind, youmust withdrawyourconsentusingtheDocuSign 'WithdrawConsent' formonthesigningpageofyour DocuSignaccount. Thiswillindicatetousthatyouhavewithdrawnyourconsenttoreceive requirednoticesanddisclosureselectronicallyfromusandyouwillnolongerbeabletouseyour DocuSignExpressuseraccounttoreceiverequirednoticesandconsentselectronicallyfromus ortosignelectronicallydocumentsfromus. Allnoticesanddisclosureswillbesenttoyouelectronically Unlessyoutellusotherwiseinaccordancewiththeproceduresdescribedherein, wewillprovide electronicallytoyouthroughyourDocuSignuseraccountallrequirednotices, disclosures, authorizations, acknowledgements, andotherdocumentsthatarerequiredtobeprovidedor madeavailabletoyouduringthecourseofourrelationshipwithyou. Toreducethechanceof youinadvertentlynotreceivinganynoticeordisclosure, weprefertoprovidealloftherequired noticesanddisclosurestoyoubythesamemethodandtothesameaddressthatyouhavegiven us. Thus, youcanreceiveallthedisclosuresandnoticeselectronicallyorinpaperformatthrough thepapermaildeliverysystem. Ifyoudonotagreewiththisprocess, pleaseletusknowas describedbelow. Pleasealsoseetheparagraphimmediatelyabovethatdescribesthe consequencesofyourelectingnottoreceivedeliveryofthenoticesanddisclosures electronicallyfromus. 291 HowtocontactCityofDenton: Youmaycontactustoletusknowofyourchangesastohowwemaycontactyouelectronically, torequestpapercopiesofcertaininformationfromus, andtowithdrawyourpriorconsentto receivenoticesanddisclosureselectronically asfollows: Tocontactusbyemailsendmessagesto: purchasing@cityofdenton.com ToadviseCityofDentonofyournewe-mailaddress Toletusknowofachangeinyoure-mailaddresswhereweshouldsendnoticesanddisclosures electronicallytoyou, youmustsendanemailmessagetousatmelissa.kraft@cityofdenton.com andinthebodyofsuchrequestyoumuststate: yourpreviouse-mailaddress, yournewe-mail address. Wedonotrequireanyotherinformationfromyoutochangeyouremailaddress.. Inaddition, youmustnotifyDocuSign, Inctoarrangeforyournewemailaddresstobereflected inyourDocuSignaccountbyfollowingtheprocessforchanginge-mailinDocuSign. TorequestpapercopiesfromCityofDenton Torequestdeliveryfromusofpapercopiesofthenoticesanddisclosurespreviouslyprovided byustoyouelectronically, youmustsendusane-mailtopurchasing@cityofdenton.comandin thebodyofsuchrequestyoumuststateyoure-mailaddress, fullname, USPostaladdress, and telephonenumber. Wewillbillyouforanyfeesatthattime, ifany. TowithdrawyourconsentwithCityofDenton Toinformusthatyounolongerwanttoreceivefuturenoticesanddisclosuresinelectronic formatyoumay: i. declinetosignadocumentfromwithinyourDocuSignaccount, andonthesubsequent page, selectthecheck-boxindicatingyouwishtowithdrawyourconsent, oryoumay; ii. sendusane-mailtopurchasing@cityofdenton.comandinthebodyofsuchrequestyou muststateyoure-mail, fullname, ISPostalAddress, telephonenumber, andaccount number. Wedonotneedanyotherinformationfromyoutowithdrawconsent.. The consequencesofyourwithdrawingconsentforonlinedocumentswillbethattransactions maytakealongertimetoprocess.. Requiredhardwareandsoftware OperatingSystems: Windows2000? orWindowsXP? Browsers (forSENDERS): InternetExplorer6.0? orabove Browsers (forSIGNERS): InternetExplorer6.0?, MozillaFireFox1.0, NetScape7.2 (orabove) Email: Accesstoavalidemailaccount ScreenResolution: 800x600minimum EnabledSecuritySettings: Allowpersessioncookies UsersaccessingtheinternetbehindaProxy ServermustenableHTTP1.1settingsvia proxyconnection Theseminimumrequirementsaresubjecttochange. Iftheserequirementschange, wewill provideyouwithanemailmessageattheemailaddresswehaveonfileforyouatthattime providingyouwiththerevisedhardwareandsoftwarerequirements, atwhichtimeyouwill havetherighttowithdrawyourconsent. 292 Acknowledgingyouraccessandconsenttoreceivematerialselectronically Toconfirmtousthatyoucanaccessthisinformationelectronically, whichwillbesimilarto otherelectronicnoticesanddisclosuresthatwewillprovidetoyou, pleaseverifythatyou wereabletoreadthiselectronicdisclosureandthatyoualsowereabletoprintonpaperor electronicallysavethispageforyourfuturereferenceandaccessorthatyouwereableto e-mailthisdisclosureandconsenttoanaddresswhereyouwillbeabletoprintonpaperor saveitforyourfuturereferenceandaccess. Further, ifyouconsenttoreceivingnoticesand disclosuresexclusivelyinelectronicformatonthetermsandconditionsdescribedabove, pleaseletusknowbyclickingthe 'Iagree' buttonbelow. Bycheckingthe 'IAgree' box, Iconfirmthat: IcanaccessandreadthisElectronicCONSENTTOELECTRONICRECEIPTOF ELECTRONICRECORDANDSIGNATUREDISCLOSURESdocument; and IcanprintonpaperthedisclosureorsaveorsendthedisclosuretoaplacewhereIcan printit, forfuturereferenceandaccess; and UntilorunlessInotifyCityofDentonasdescribedabove, Iconsenttoreceivefrom exclusivelythroughelectronicmeansallnotices, disclosures, authorizations, acknowledgements, andotherdocumentsthatarerequiredtobeprovidedormade availabletomeby CityofDentonduringthecourseofmyrelationshipwithyou. 293 Stoke Annual Report December 1, 2018 - November 30, 2019 Membership updates ●As of November 30, 2018   ○Individual members = 67 members / Member companies = 54 companies  ●As of November 30, 2019  ○Individual members = 98 members / Member companies = 74 companies  ●Individual members + 46% and Member companies + 37% over November 2018  ●Tech/tech enabled - 59% as of November 30, 2019      1 294 ●According to the November 2019 member survey, 60% of respondents said their  companies had experienced growth during their time at Stoke.  ○A few responses from one of the recent survey questions: Have you or your  company experienced growth or success as a direct link to your membership at  Stoke?  ■Yes! We found one of our new developers here!  ■Yes, I have been approached multiple times to do freelance design work  by members.  ■I have had professional development growth from both informal  conversations with Stoke members as well as Stoke lunch and learn  training  ■Yes, hired a fellow Stoke member to work for me.  ■Have grown my personal/professional network and got a job.  ■Collaboration with other Stoke members has led to ideas that have  improved my business.  ■Yes. I believe that the access to a nice office space has created a better  jumping off point for my business and added value to my clients and  more legitimacy to my small business.      (data collected from November 2019 member survey - 43% of members participated)    Average net promoter score = 9.7 out of 10  (data collected from November 2019 member survey - 43% of members participated)  2 295     Average satisfaction score = 9.5 out of 10  (data collected from November 2019 member survey - 43% of members participated)  Program updates  Lunch + Learns   ●Attendance ranges from 6-18 individuals each session  ●Hosted each month on a variety of topics that are helpful to entrepreneurs  ●Free to members and open the community for a small fee  ●Topics have included: cyber security, email marketing, 5G networks, and website design.  Member Huddles   ●Attendance ranges from 10-20 individuals  ●Time for members to get to know each other and share their wins and their needs with  the group  ●Stoke staff give updates on programs, events, and the space  Happy Hours  ●Attendance ranges from 10-15 people  ●Member happy hour happens once a month and is just for current Stoke members to  gather in our kitchen   ●We have partnered with TechMill to host APIs and IPAs, a community happy hour for  everyone interested in tech or entrepreneurship  Mentor Program  ●We have mentors that host office hours each weekday from 12-1pm  ●On an average week, approximately 1-2 people engage in the mentor office hours  ●This is free to everyone (members and not) and meetings are on a drop in basis  Denton Angels ●Angels invested in two regional startup companies  ●The group joined two networks, Alliance of Texas Angel Network and Angel Capital  Association  ●The group continues to hear pitches from local startup companies     3 296   (data collected from November 2019 member survey - 43% of members participated)  Event Updates We hosted a total of 67 events in  2019 with just shy of 900  participants.      Event Highlights December  ●Member Holiday Party - potluck lunch +  white elephant gift exchange  February  ●Toured Lewisville ISD students in an  entrepreneurship class  ●Began hosting monthly Wordpress  Meetups lead by Stoke member  April  ●First annual Flint - Denton’s entrepreneur  conference for hipsters, hackers, and  hustlers  ●Sponsored & Judged UNT Hackathon  June  ●Enterprise Security Sessions - cyber  security event put on by Stoke + Standard  User Cyber Security + Techvera  ●Hosted Ready Rosie’s annual all hands  meeting  August  ●Big Ideas Creative Mixer + Stoke birthday  celebration  4 297 ●Tech Expo hosted with NCTC  ○12 tech startup companies + over 50 job seekers attended  November  ●Global Entrepreneurship Week    Partnership Highlights Denton Innovation Group ●Hickory & Rail Ventures took the initiative to ​form a new group that will devise and implement new programs in partnership with all of the regional economic development and university stakeholders. Our aim is to attract students, entrepreneurs, remote tech workers/teams, and highly scalable businesses to Denton. ●Entities represented include UNT, NCTC, TWU, TechMill, Denton ISD, Denton Black Film Festival, Chamber of Commerce, and City and County Economic Development Directors, along with a few representatives from the tech industry in Denton NCTC  ●Put on the 2nd annual Tech Expo   ●NCTC was a Stoke member until August while they built their downtown Denton campus  ●They also hosted Flint and had a table at the event to share resources  UNT  ●Stoke attended UNT’s AI & Data Science conference. We had a display table and  networked with students while also attending conference sessions  TWU  ●TWU Center for Women Entrepreneurs hosted networking breakfasts at Stoke  throughout the spring  ●Stoke staff attended the Elevate conference put on by TWU CWE and Denton Public  Library  ●Stoke Executive Director continues to serve on the Advisory Council for TWU CWE  ●They also hosted Flint and had a table at the event to share resources    5 298 TechMill  ●TechMill and Stoke joined forces to host a community startup happy hour, APIs and IPAs  ●They hosted Hacktober at Stoke in October  Marketing efforts and investments Events we’ve sponsored   ●Hack UNT (UNT Discovery Park) - April  ●Explorium’s North Texas Giving Day campaign (online) - September  ●DIME Handmade Harvest (Convention Center) - November  ●Shepreneur Pitch Competition (Stoke) - November    Website stats        ●Our Marketing & Community Coordinator has written 37 blogs this year (a 3X increase  over 2018) which averages to over 3 each month and include:  ○Member and mentor highlights  ○Previews and information about Stoke events and programs  ○Content on working smarter and healthier  ○Tips and information for entrepreneurs and freelancers  ●Email subscribers has increased by 37% since November 2018  6 299 Social Media Stats  ●Social media engagement has increased 118% (November 2019 over November 2018)  ●Social media reach has increased 39% (November 2019 over November 2018)  ●Followers across all platforms combined has increased by 25% (November 2019 over  November 2018)      Other Marketing Updates ●Website updates including improved user experience, website content modified for  better SEO, and regularly published blog posts  ●Got professional photographer to take pictures of the space to continue to build our  library of photo assets  ●Continue to engage an expert marketer to manage paid digital advertising efforts  ●Continue to invest in paid marketing efforts through google adwords and social media  ●Increased in goal completions by 11% over 2018  7 300 Stoke in the Press Dallas Innovates  https://dallasinnovates.com/flintconf-aiming-to-have-positive-impact-on-denton-economy/    UNT North Texan  https://www.ntdaily.com/denton-entrepreneur-event-encourages-female-business-owners/  https://www.ntdaily.com/stoke-helps-entrepreneurs-remote-workers-and-small-businesses-thro ugh-coworking-space/  https://www.ntdaily.com/stoke-denton-to-remodel-space-amid-increased-demand/    Denton Record Chronicle  https://dentonrc.com/business/community-members-pitch-their-next-big-idea/article_1290f1e8 -9cd0-5c3b-b56f-0043f823deae.html    Denton County Magazine  https://issuu.com/lmcbride/docs/dcm_11-19/68        8 301   Investments in space and capital improvements ●Spent a total of $8,943.04 on Furniture and Fixtures to improve member experience at  Stoke  ○Replaced picnic tables outdoors  ○Additional couches and chairs for break out seating were purchased  ○Purchased phone call booth to increase quiet space for calls  ○Added rugs in key areas to absorb sound and add texture  ○Added acoustic panels in event space  ○Started adding plants to create a living wall in the center of the space  ○Purchased 4 new file cabinets to add dedicated workstations  Team & Growth Revenue Growth  ●Monthly revenue increased 74% (November 2019 over November 2018)  ●Annual revenue in 2019 increased 43% over 2018 revenue  ○Revenue from memberships increased 33% over 2018  ○Venue rental revenue increased 6.5 times over 2018    Current Team  Marshall Culpepper - Owner  Heather Gregory - Executive Director  Laci Kettavong - Marketing & Community Coordinator  Janel Eichhorn - Freelance Marketing    Renovation Update  We have continued to pursue the renovation, but it has proven to be a harder and longer term  project than we originally anticipated. We have been working towards securing an SBA loan,  which is the best option for a young company with few assets. 9 302 Member Comments “I love Stoke. The management is very responsive to our needs and always working to bring  relevant programming to the community. The atmosphere is fun and collaborative.”    “Stoke has done a great job of intentionally connecting me with mentors and other community  members who could be helpful in growing my business. As a new Dentonite and tech founder,  this has made my experience at Stoke invaluable.”    “The staff is awesome, the space itself is really nice, the location is great, members are friendly  and I like that they're from a variety of backgrounds and fields. It's a great place to stay  connected even when you're 100% remote.”    “I love being able to talk to members coming from a variety of backgrounds and expertise. Any  time you want to bounce an idea off of learn more about some topic (ex. Blockchain), there’s  usually someone you can connect to at Stoke or through the Stoke network. As a remote worker,  I also love having co-working colleagues to hang out with everyday - beats the “lonelys” of  working at home.”    “Working from home has huge disadvantages and working with or next to others has huge  advantages for a self-employed person. Depending on your type of work, Stoke has given me  many opportunities to expand my personal and professional network and has made me better  at my job - either through obtaining advice or processing through ideas. We all need a place to  connect.”  10 303 “Stoke is the heartbeat of Denton’s startup scene, providing a hub for entrepreneurs near downtown amenities. Embracing and strengthening these anchor institutions will not only attract growth but also ensure that the creative elements at the heart of Denton’s culture will continue to thrive.” - TIP Strategies from Economic Development Strategic Plan “I believe the Stoke team have done a phenomenal job maintaining and curating community content, and keeping up a tone that is inviting, helpful, and caring that exudes the energy you want to see in a community space. Their efforts to continue creating events and networking opportunities in creative ways despite our current pandemic and limitations have not gone unnoticed, and I encourage them to keep up the good work for Denton!” - Stoke Member comment from June 2020 survey Proposal Hickory & Rail Ventures LLC would like to continue our partnership with the City of Denton to provide support to the entrepreneurs, startups, and small businesses in our community. The partnership provides a solid platform for the city to support entrepreneurs, remote workers, small businesses, and startup companies. Our partnership helps build businesses, creates jobs, and strengthens the culture and economy of the City of Denton. Our track record over the last two and a half years demonstrates our ability to successfully build the entrepreneurial ecosystem of Denton through our programs, events, partnerships, and marketing efforts. Additionally, we believe that through our partnership H&RV can help the City of Denton meet the goals through executing the strategies and actions laid out in the Economic Development Strategic Plan prepared by TIP strategies. Our proposal is for the City to continue to engage in a public/private partnership and sign a new management agreement with H&RV in which the City commits to continue their support for Stoke for a term of 1 year (July 1, 2021-June 31, 2022). H&RV would take over the lease at 608 E Hickory St Suite 128 and commit to increasing our financial contributions to help cover the cost of Stoke operation. ​We propose the following financial contributions be made by the City to support our H&RV efforts to economic development in Denton. 304 DESCRIPTION (7/2021- 6/2022) NOTES Event Support $26,750.00 Funds would help H&RV produce our existing annual events such as: ●FlintConf ●Big Ideas ●Startup Crawl ●Global Entrepreneurship Week The event support would also allow us to develop and produce new events including: ●Pitch competition ●Reverse pitch competition ●State of entrepreneurship/entrepreneur recognition Program Support $55,600.00 Funds would help H&RV maintain current programming efforts such as our monthly educational events (Lunch + Learns), weekly mentor sessions (Coffee + Conversations). Additionally the funds would support the development of new programs that are targeted at serving current or aspiring technologists as well as women, and minority entrepreneurs. Marketing Support $16,100.00 Funds would help H&RV create valuable content such as blog posts, press releases, podcasts, an ebook, and videos to help raise awareness around the entrepreneurship community and the positive impact it has on our economy and culture. Ecosystem Support $34,720.00 Funds would help support our efforts to coordinate and convene stakeholders and thought leaders as represented in the Denton Innovation Group, TechMill, and Denton Angels and continue to develop and distribute an entrepreneurial ecosystem map. Total $133,170.00 H&RV would continue to report to the city on the same deliverables and metrics that we have been since December 2017. We would like to amend the frequency of reporting to take place on a quarterly, rather than a monthly basis. H&RV management would continue to present to city council on an annual basis. 305 Contract vs Work Completed Contractor Required Duties Contractor Activities Provide daily co-working space management which includes but is not limited to: ●Provide staffing including payment of staff ●Purchase office supplies ●Manage member onboarding and exits ●Provide member support and customer service ●Manage invoicing and payments ●Ensure the space to be maintained and in good repair ●Rent conference rooms and event space ●Provide a help desk with coordination of the City’s Technology Services Department ●Provide access to Stoke Denton after normal work hours ●Conduct member survey to assess satisfaction/needs Basic requirements: ●Complete all requirements listed Beyond the requirements: ●Host monthly member huddles where we provide coffee and breakfast (began December 2017) ●Provide snacks and refreshments to members as they are working ●Transition to a new software platform to provide better member experience for payments and conference room rentals and streamline onboarding process for staff (went into effect March 2020 - research/planning/preparations for 3+ months prior) ●Host monthly member happy hours (began October 2018) ●Maintain an active Slack channel for members to communicate and connect (began December 2017) ●Host weekly morning coffee chats (began July 2020) ●COVID-19 operations - regularly updating and enforcing our COVID operations protocol, undergoing daily sanitizing of high touch and shared spaces, increased communication with members regarding closures and protocol (began March 2020) Handle programming and events, including but not limited to providing educational and networking opportunities and events for members and the public. Basic requirements: ●Host monthly Lunch + Learn (free for members, small fee for non-members) ●Host Tech Hire job fair with NCTC (August 2018 and 2019 - 2020 planning in the works) ●Host Freebie Friday, where 306 community members can try out coworking for free the last Friday of the month (currently on pause due to COVID-19) ●Host free community wide Headshot Day ●Co-Host networking mixer with Denton Chamber of Commerce ●APIs and IPAs - community happy hour with TechMill (began October 2019) Beyond the requirements: ●Plan and execute FlintConf, Denton’s startup conference for Hipsters, Hackers, and Hustlers (held April 2019 and April 2020) ●Startup Crawl (October 2018) ●Host Big Ideas - a creative mixer where the community has a platform to pitch their big idea for Denton (April 2018, August 2019, September 2020) ●Global Entrepreneurship Week (November 2019 - 2020 planning in the works) Market and recruit potential members to the space through website, social media, and other promotional and outreach activities Basic requirements: ●Regular updates to the website to expand content, resources, and improve user experience while ensuring optimum SEO ●Manage and promote Stoke brand through organic social media, print materials, and website ●Maintain paid ad campaigns through Facebook and Google Adwords ●Attend Chamber networking events, TWU Women Rise events, Denton Public Library/TWU Elevate event ●Table at UNT’s AI and Data Science summit and UNT Hackathon Beyond the requirements: ●Write and publish over 70 blog posts, including member highlights, tips on freelancing and entrepreneurship, trends in coworking, and more 307 ●Financial sponsorship of community and partner events including Dallas New Tech, DIME Handmade Harvest, TAMS Hackathon, UNT Hackathon, Explorium Denton, and Denton Black Film Festival ●Launch monthly podcast, Making Denton (began June 2020) ●Launch YouTube channel with recorded virtual content such as Coffee + Convos and Lunch + Learns (began March 2020) ●Write press releases announcing major programs, partnerships, and events to generate local and regional media attention ●Begin to draft e-book that serves as a guide for how to start a business in Denton Create and implement a mentor/advisor network by securing a roster of diverse mentors and advisors and making them available to members for advising, networking, and other applicable activities Basic requirements: ●Recruited network of mentors of varying expertise to be available by appointment for Stoke members and the community as a whole (program structure during 2018) ●Invite mentors to attend Stoke events and programs Beyond the requirements: ●Expand mentor program by offering regular office hours at Stoke in a conference room (program structure ran during 2019) ●Weekly Coffee + Conversations - casual group mentorship hosted by a mentor (program structure started in January 2020) ●Encourage mentors to engage more deeply in the community through leading Lunch + Learns and speaking at FlintConf ●Write mentor spotlights for the Stoke blog Create and implement a funding and investor network to offer members access to capital Basic requirements: ●Develop relationships with angel 308 investment. investors and generate interest in the Denton startup community ●Host meetings and facilitate introductions to startups ●Engage investors in the community through personal invitations to attend and sponsor Stoke events and programs Beyond the requirements: ●Purchase domain and create website with information on the program ●Evaluate leads as they come in through the online application ●Communication with startups interested in pitching to do initial vetting and secure necessary information and presentation documents ●Facilitate feedback and follow up between Denton Angels and startups ●Pay dues and meet requirements to join Alliance of Texas Angel Networks and Angel Capital Association ●Conduct mini series on angel investing with speakers from the group Develop community partnerships by creating and maintaining relationships with entities in the City’s startup, business education, nonprotif, and governmental communities to provide value to members and identify opportunities for collaboration Basic requirements: ●Participate on advisory board of TWU Center for Women Entrepreneurs ●Serve on steering committee of Denton Emerging Professionals, a new Chamber of Commerce program ●Invite individuals from partner organizations to participate as speakers and workshop leaders ●Share partner events, programs, and resources out on social media ●Speak at partner organization events and programs such as Leadership Denton, Chamber Business Networking Event, and Hispanic Chamber Lunch ●Membership in and active engagement with Main Street Association, Denton Young 309 Professionals, and Denton Chamber of Commerce Beyond the requirements: ●Launch AccelerateHER startup incubator program in partnership with TWU Center for Women Entrepreneurs ●Co-host of Denton Insider the Chamber of Commerce weekly podcast - partnership with Chamber and Discover Denton ●Start Denton Innovation Group - a group of thought leaders and community stakeholders to discuss and help execute tech focused economic development initiatives ●Provide free space for partner organizations to hold meetings or host events including TWU, TechMill, Denton Black Film Festival, Thin Line Film Festival, Women Who Code, UNT, and Standard User Cyber Security Economic Development Strategic Plan Goals Through the public/private partnership with the City of Denton, H&RV can provide support and alleviate the time and energy required by city staff in pursuit of the goals laid out in the new economic Development Comprehensive Strategic Plan. We believe our programs, established partnerships, and community building efforts put us in a position to be highly impactful in meeting these goals, specifically around the Strategic Growth Area of Creative Denton. Goal 2 - Foster Growth Strategies and Actions 2B.1 Champion and Convene 2B.1.2 - Support the expansion of networking channels and opportunities for relationship building among the region’s entrepreneurs, startups, and students. 2B.1.3 - Establish connections with DFW entrepreneurship organizations such as 1 Million Cups, Dallas Innovates, Capital Factory, and the Dallas Entrepreneur Center. 2B.1.4 - Assemble a knowledge resource network to support entrepreneurs and companies with access to financial, legal, policy, and research information needed for their business to grow. 310 2B 1.5 - Partner with local and regional partners to design reverse-pitch competitions to engage major corporations and organizations in the DFW Metroplex with needs for innovation. 2B.1.6 - Ensure that targeted resources are available for businesses owned by women and people of color, who have historically faced barriers to accessing traditional economic development tools. 2.B.1 Work Plan Items: ●Attend events hosted by regional startup organizations and stakeholders. ●Host and sponsor events that support students and connect them to entrepreneurs, mentors, and peers. ●Seek out opportunities for partnerships, sponsorships, or collaborations with regional entrepreneurial organizations and stakeholders. ●Continue to develop an entrepreneurial ecosystem “map” which details companies, mentors, support organizations, resources, etc. Make the document available to the public. ●Write and publish ebook to provide entrepreneurs with tangible tools, templates, and resources for launching their business in Denton. ●Expand our network of mentors and advisors, specifically increasing participation from women and minority entrepreneurs and thought leaders. ●Initiate the planning of a reverse pitch competition with local and regional partners. ●Launch accelerator program that focuses on women entrepreneurs in partnership with Texas Woman's University. ●Pursue programming and partnerships that help connect minority entrepreneurs with peers, mentors, and resources. Strategies and Actions 2B.2. Access to Capital 2B2.3 - Partner with Denton Angels to expand access to capital for Denton startups. Work with other angel networks in the DFW Metroplex, and across Texas, to improve deal flow for Denton companies and investors. 2B.2.4 Network with regional entrepreneurship programs so that they become familiar with Denton and the resources available for businesses looking to grow and expand within the DFW Metroplex. 2.B.2 Work Plan Items: ●Participate in Angel Capital Association and Texas Angel Network calls and syndicate deal flow when possible. ●Attend regional events around entrepreneurship, specifically if there are veteran fundraisers, angel investors, or VC firms in attendance. ●Co-host a networking mixer with Denton Angels, Chamber Investors, and Economic Development Partnership Board. ●Engage Denton Angels in Stoke programming and events, specifically pitch events, to increase connections between investors and entrepreneurs. 311 Strategies and Actions 2B.3 Ecosystem Building 2B.3.2 - Partner with the Denton Innovation Group to define a vision for entrepreneurship in Denton, establish goals, measure progress, and connect with DFW organizations. 2B.3.3 - Launch an accelerator program to support the growth of existing companies. 2B.3.4 - Host a Citywide Pitch competition to identify and develop innovative entrepreneurs in Denton. 2.B.3 Work Plan Items: ●Coordinate and host Denton Innovation Group meetings on at least a quarterly basis. ●Engage groups of thought leaders to increase connections and opportunities between institutions and anchors (TWU, UNT, NCTC, DISD, Denton Innovation Group, TechMill, Denton Angels, etc). ●Initiate the planning and production of a city wide pitch competition. ●Launch AccelerateHER, a startup incubator program for early stage startups led by women entrepreneurs. ●Host technical meetups and events at Stoke. ●Sponsor and support technical meetups and events in Denton and the region. Strategies and Actions 2B.6 Promoting Denton’s Creative Brand 2B.6.2 - Pitch stories about successful Denton companies to media outlets, such as the Denton Record-Chronicle, Dallas Morning News, Fort Worth Star-Telegram, Dallas Innovates and D Magazine. 2B.6.4 - Develop a Citywide entrepreneurial recognition program that harnesses the strengths of local efforts that already exist in Denton. 2.B.6 Work Plan Items: ●Continue to publish 2-4 blog posts each month including a regular spotlight of a mentor or member. ●Write and distribute press releases around entrepreneurial activity and Denton startups. ●Initiate planning of a program that recognizes entrepreneurs, startups, organizations, and educators that are having an impact on the entrepreneurial ecosystem. Goal 3 - Strengthen Community Inclusion Strategies and Actions 3.3 Grow Your Own Talent Initiative 3.3.1 - Support youth entrepreneurship programs at the local level to foster a culture of innovation and cultivate an entrepreneurial spirit. 3.3.2 - Encourage Denton ISD to incorporate entrepreneurship into academic curricula and increase exposure and access to Denton’s startups. 3.3 Work Plan Items: 312 ●Pursue partnership with Denton ISD to support entrepreneurial education and access to Denton’s startups. ●Seek out opportunities to include DISD students in our mentorship program and other events. ●Offer tours to DISD classes/clubs to share about our space, our mission, and what being an entrepreneur is like. ●Work with community members and partner organizations to pursue technical and entrepreneurial programming for youth. ●Conduct community wide surveys to learn ways that we could provide better support and resources for traditionally underserved and under funded entrepreneurs to help move the efforts to narrow the inequity gap. What success looks like If we are able to accomplish the items listed above, we would be able to see success through ●A more diverse group of members and mentors at Stoke and more job and business creation in tech and creative industries. ●Increased regional awareness around the startup and entrepreneurial ecosystem in Denton. ●Increased support, resources, and connectivity for female and minority entrepreneurs. ●Video, audio, and written content that can be used to market Denton’s creative and tech entrepreneurs that help tell the story of Denton. ●Growing engagement and followers on all social platforms and newsletter, further establishing Stoke as an expert resource for entrepreneurs. ●More connectedness between anchor institutions throughout the entrepreneurial and innovation ecosystem in Denton. ●Increased awareness locally about the individuals and businesses that are making Denton a creative and unique community. ●A growing and more connected network of entrepreneurs, investors, mentors, and students. What we have done Hickory & Rail Ventures LLC has been managing Stoke Coworking for the last 2 and a half years. Over that time we have helped educate, inspire, and empower entrepreneurs in Denton while providing a professional, collaborative, and engaging place for startups, freelancers, and remote workers to work. Membership From December 1, 2017 through July 31, 2020 we have had a cumulative total of ​167 ​member companies on our roster. The work that our member companies perform includes software development, education technology, Internet of Things platforms, web and app development, 313 digital marketing, content creation, podcast editing and production, cybersecurity, cryptocurrency, online payment processing, and IT support. The average of tech/tech enabled companies over time has been ​58%​. Throughout our time managing the space, ​126​ people with tech/tech enabled jobs have had a membership. In the most recent member survey (conducted in June of 2020 which 40% of our members filled out) 85% of respondents said that their company had experienced growth throughout their time as a member at Stoke. 55 of those 167​ total member companies are represented by remote workers (people who are employed by a company based somewhere outside of Denton) doing work that ranges from project management to sales, development, and design. ​Because of the nature of their work,  remote workers and freelancers can choose to live and work anywhere and ultimately choose  Denton. Remote workers and freelancers combined comprise​ 38%​ of Stoke's member  population.​ Stoke makes Denton a viable and great option for these individuals, providing them with a place to work, meet, and engage with a community of peers. The fact that remote workers and freelancers have chosen to call Denton home translates to tax dollars that exist in our city that likely wouldn’t be here otherwise. Stoke is good for businesses, good for remote workers, and good for Denton. Partnerships Stoke has adopted the tagline “cultivating community & empowering entrepreneurs,” and we work to collaborate with partners to amplify the impact of our efforts. We have partnered with community stakeholders and organizations including TWU Center for Women Entrepreneurs, UNT (Murphy Center, Hack UNT, ASIS&T), NCTC, Denton Chamber of Commerce, TechMill, Main Street Association, Denton Black Film Festival, Discover Denton, and Greater Denton Arts Council. Through these partnerships we have hosted hackathons, networking mixers, panel discussions, tech focused career fairs, business workshops, code schools, tech meetups, and a conference for Denton’s entrepreneurs. We are constantly working to develop new ways to work with these existing partners as well as pursue new partnerships. Programs and Events Over the last 2 and a half years Stoke has launched programs and events with content focused on the needs of small businesses and startups including fundraising, business planning, content marketing, product development, taxes, website development, sales, and more. In total, we have hosted over 200 events with over 2,100 people in attendance. The events we’ve produced include a startup crawl to give a rarely seen look into startup company offices, headshot day where we provided professional headshots for free to all attendees, and on-stage interviews with some of the most successful entrepreneurs in Denton. In 2019, we held our first annual FlintConf, Denton’s startup conference for hipsters, hackers, and hustlers and transitioned it to a virtual conference in 2020. Stoke has also provided invaluable support through the community of experts we have built over the years. Since December 2017, we have hosted over 200 mentor sessions that have been offered for free to everyone. 314 Marketing Through our content creation and marketing efforts, we have provided a platform for both our members and the startup community of Denton to share their experiences through highlights on our blog, member spotlights. Over time we have built a following on social media platforms to over 3,100 with monthly average reach of over 32,000. We began with zero subscribers to our newsletter and have grown our general newsletter list to over 690 individuals with an average monthly open rate of 26.2% and click through rate of 2.73% (according to a Mailchimp study, the average across all industries is 21.4% & 2.62% respectively). Since launching our blog in April of 2018, we have published 71 posts highlighting our services, events, and members, as well as providing helpful tips and information for entrepreneurs, freelancers, and remote workers. When our events and programs had to start taking place virtually in March, we began to record our Lunch + Learns, Coffee + Convos, and panel discussions. All of this content now lives on a YouTube channel so that everyone can continue to access the content, even if they were unable to attend live. Success stories One of our biggest success stories is Team of Defenders. Co-founders Mark Cieri and Nathan Wright joined the membership at Stoke in July of 2018. One month later Mark and Nathan had a table at the NCTC/Stoke Tech Hire Career Fair where they were able to network while telling people about the business they were launching. It was at this event that they were introduced to the Tech Hire grant program through NCTC and where they met a UNT grad that would soon become their first intern, who would later turn into their first employee. Team of Defenders has been heavily engaged in the Stoke community since the beginning of their membership, participating in member huddles, happy hours, and networking events. During their time here they hired a fellow member to do their bookkeeping and hired another member for help with marketing efforts. Mark and Nathan also became charter members of the Denton Angels which operates as a program of Stoke and have each served as mentors, advisors, and investors in some of the startups in our community. Over the last two years Team of Defenders grew quickly and moved from coworking members into a small office and then the only larger office we have as their team has grown. In July of 2020 TOD had their application for an incentive unanimously approved by the Economic Development Partnership Board. At that meeting they were asked why they chose Denton and want to expand in Denton. Here is a bit about what Mark said on why they chose Denton. “Nathan and I established our office in 2018 at Stoke. The reason we did that was because it resides about halfway between where we both live. We could have gone to Deep Ellum or Frisco but we have this belief that Denton offers a very unique culture. We like the concept of colliding technology with the creative culture of Denton. 315 We have hired two UNT grads as interns and then made them full time employees working in software development. One of the advisors in our company is the chair of the computer engineering and science advisory committee at UNT. We believe that working with a first rate university is a great feeder program. We have been highly involved with NCTC and their Tech Hire program. We are trying to leverage the local universities and contribute to the culture. We are active members at Stoke. We feel that Denton is a bit special and we believe that we can be shapers not only consumers.” 316 Stoke Entrepreneur Center Lease Agreement Management & Sublease Agreement City Council Work Session Oct. 13, 2020 1ID 20-1476; Oct. 13, 2020 317 Objective •Provide an overview of Stoke management and lease history with Rail Yard Partners and Hickory and Rail Ventures. •Seek direction related to amending the sublease terms. •Seek direction regarding future management of the Stoke co- working space. 2ID 20-1476; Oct. 13, 2020 318 Agreements & Timeline 3ID 20-1476; Oct. 13, 2020 319 Who’s Who •Stoke: Co-working and entrepreneurship operation; City-owned but contracts out for management •Rail Yard Partners: owner of property where Stoke is located; City leases space from Rail Yard •Dallas Entrepreneur Center (DEC):Previous management company for Stoke •Hickory & Rail Ventures (HRV):Current management company of Stoke 4ID 20-1476; Oct. 13, 2020 320 Stoke Timeline •Sept. 15, 2015: City executes economic development program agreement and lease with Rail Yard Partners, Ltd. •Oct. 30, 2015: City and DEC enter into management agreement for Stoke, term date of March 1, 2017. •March 28, 2017: Management agreement was amended to allow for extended term until Sept. 30, 2017. •August 22, 2017: City Council direction to not renew management agreement with DEC. •Sept. 12, 2017: City releases RFP for Stoke management services. •Sept. 30, 2017: DEC ceases management of Stoke. •Oct. 1, 2017: City assumes management of Stoke. •Oct. 3, 2017: RFP closes; Hickory & Rail ventures was sole respondent to RFP. •Oct. 24, 2017: City Council work session regarding Stoke management. •Nov. 14, 2017: City Council approves ordinance for management agreement and sublease with Hickory & Rail Ventures; Contract term of Dec. 1, 2017 to Oct. 31, 2018, with option to renew. •Nov. 13, 2018: City Council approves extension of management agreement and sublease with Hickory & Rail Ventures; Contract term of Dec. 1, 2018 to Feb. 28, 2021. 5ID 20-1476; Oct. 13, 2020 321 Commencement Letter •Original lease terms as approved by City Council: March 1, 2016 to Feb. 28, 2021 (5 years/60 months) •Due to ongoing construction, City (Stoke) could not move into space on March 1, 2016. •On July 14, 2016, City provided property manager with executed commencement letter changing lease commencement date from March 1, 2016 to June 17, 2016. •Lease termination date moved from Feb. 28, 2021 to June 30, 2021. •Change in lease term was not reflected in management agreement or sublease. •Previous & current City staff did not have knowledge of commencement letter or change in term. 6ID 20-1476; Oct. 13, 2020 322 HRV Management Agreement & Sublease •Change in lease term effectuated by commencement letter was not reflected in HRV management agreement or sublease. •Original HRV sublease term: Dec. 1, 2017 to Dec. 1, 2018 •Amended HRV sublease term: Dec. 1, 2018 to Feb. 28, 2021 •Both HRV and City staff have operated and made decisions based on a lease term ending Feb. 28, 2021. 7ID 20-1476; Oct. 13, 2020 323 Agreement & Term Summary City Agreements Rail Yard Partners (Lease) Term: June 17, 2016 to June 30, 2021 Hickory & Rail Ventures (Management & Sublease) Term: Dec. 1, 2017 to Feb. 28, 2021 8ID 20-1476; Oct. 13, 2020 324 Recommendation & Direction 9 •Intent of previous Council action was to align management agreement and sublease with terms of lease. •Budget approved for FY 20-21 includes payment of lease obligation through June 20, 2021. •Staff is seeking confirmation of Council’s intent and direction to: •Amend management agreement and sublease with HRV to align with terms of City’s lease with Rail Yard Partners and end on June 30, 2021. ID 20-1476; Oct. 13, 2020 325 Future of Stoke Beyond June 30, 2021 10ID 20-1476; Oct. 13, 2020 326 Stoke Activities 11 •Under the management of HRV, Stoke has become a hub for tech startups, entrepreneurship, remote worker connectivity, and small business development. •Beyond managing the co-working space, Stoke programming has grown to include such things as: •FlintConf •Big Ideas •Startup Crawl •Denton Innovation Group •Denton Angels •Making Denton podcast •Coffee + Convos •AccelerateHER startup incubator program with TWU Center for Women Entrepreneurs ID 20-1476; Oct. 13, 2020 327 Hosted 200 events for more than 2,100 attendees including a free headshot day for the community. 3,100 social media followers with average monthly reach of 32,000. 70+blogs published. In the last 12 months, 62% of members participated in Stoke programs and events. Developed and hosted FlintConf, Denton’s startup conference. 328 On average, 58%of members are tech/tech enabled companies. Since 2017, 167 member companies have operated at Stoke. 126 people with tech/tech enabled jobs have had membership at Stoke. 329 Stats stats stats stats 85%of members said their company had experienced growth. Hosted 200 free mentor sessions. In the last 12 months, Stoke members have averaged a net promoter score of 88.5 and have an overall satisfaction rate of 9.5. Remote workers & freelancers are 38% of member population. 330 HRV Agreement & Performance Contractor Duties Performance Operate daily co-working space HRV has successfully operated Stoke co-working space as required. Hosting educational and networking opportunities for members and public Events hosted include hackathons, networking mixers, panel discussions, career fairs, business workshops, code schools, tech meetups, and FlintCon (a conference for Denton’s entrepreneurs) Market and recruit to potential members -167 member companies have worked in Stoke, with an avg. of 58% being tech- enabled -120 people in tech/tech enabled jobs have had a membership -55 out of 162 member companies are represented by remote workers Create and implement a mentor/advisor network Mentors network established and hold weekly office hours Create and implement a funding and investor network Denton Angels continue work to invest in startups Develop community partnerships with business,education, nonprofit, and governmental communities Parnterships with TWU Center for Women Entrepreneurs,UNT Murphy Center, NCTC, Denton Chamber of Commerce, TechMill, DMSA, DBFF, Discover Denton, and GDAC Provide a monthly financial report to City that shows an accounting of all income and expenses associated with operations Report provided monthly to Director of Econ. Development 15 331 HRV Agreement & Performance Contractor Duties Performance Maintain the financial capacity to successfully perform services under this contract Report provided monthly to Director of Econ. Development Make payments to City as required ($1,000/mo months 1-12, $2,000/mo months 13-26) Payments provided as required. Pay salary for the executive director Successful Pay salary for the full-time community coordinator (now marketing/membership coordinator) Successful Pay salary for a part-time marketing director (now hospitality/events coordinator) (Dec.2018-Dec. 2019) Successful Pay salary for a full-time marketing director (Dec. 2019-term of agreement) Successful Increase marketing costs ($1,500/mo by July 2019)Actively purchasing digital ads and demonstrating marketing commitment with full-time marketing coordinator, event sponsorships, and more. Make capital improvements in the amount of $29,000 over a 3-year period, including improvements ceiling insulation to provide better sound isolation. Capital improvements valued at approx. $26,000 have been made (incl. lounge furniture, reception desk, phone booth, painting, etc.) Provide monthly performance reports to City Successful Provide annual report to City Successful 16 332 HRV Agreement 17 •Previous Council direction/position: •HRV to operate Stoke independently following conclusion of City lease in 2021. •Transition space, brand, and Stoke Denton operation to HRV. •HRV presentation in 2018 indicated financial sustainability by March 2021, with full takeover of lease and operation of Stoke. •Mentioned possible need for bridge loan during immediate transition as growth occurred. •City and HRV would work to transition space, brand, and Stoke Denton operation to HRV. •Re-examine future programming support following transition. •HRV has met or exceeded contract performance standards. ID 20-1476; Oct. 13, 2020 333 End of Agreement & Looking Ahead •With lease and management agreement ending in current fiscal year, staff and HRV began discussions regarding future of Stoke. •Economic environment has impact HRV’s projects and growth trajectory. •While still positive, it will delay financial sustainability. •HRV has also significantly increased programming above contracted amount and desires to continue to assist City’s efforts to support creation of a successful entrepreneurial ecosystem. 18ID 20-1476; Oct. 13, 2020 334 Proposal 19 •HRV to take over lease at current location as of July 1, 2021. •HRV and City enter into partnership agreement focused on supporting City’s strategic efforts in the areas of entrepreneurship, tech, and small business support. •One-year agreement (July 2021 to June 2022). •Financial support of $133,170. •Key activities include: •Event Support: FlintConf, Big Ideas, Startup Crawl, Global Entrepreneurship Week •Program Support: Lunch + Learns, AccelerateHER incubator program, Coffee + Convos •Marketing Support: Blogs, press releases, podcasts, ebook, videos, social media •Ecosystem Support: Denton Innovation Group, Techmill, Denton Angels, entrepreneurial ecosystem map ID 20-1476; Oct. 13, 2020 335 Options Option Next Steps Option 1: Continuation of past direction; transition Stoke to HRV with no continued financial assistance or programming support from City. City and HRV to begin negotiations related to transitioning brand, FFE, other items to HRV. Option 2: Continuation of past direction; transition Stoke to HRV with some financial assistance or programming support from City. City and HRV to begin negotiations related to transitioning brand, FFE, other items to HRV. City Council direction regarding program agreement (proposal for $133,170, July 2021 to June 2022). City and HRV to finalize amount of support and develop program agreement, metrics, etc. 20ID 20-1476; Oct. 13, 2020 336 Questions? 21ID 20-1476; Oct. 13, 2020 337 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-2015,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 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. City of Denton Printed on 10/9/2020Page 1 of 1 powered by Legistar™338 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-1918,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton authorizing the City Manager, or his designee, to execute an Interlocal Agreement in the form of a Memorandum of Understanding with the Denton Independent School District (DISD), for reimbursement to the City in the estimated amount of $609,276 for compensation and benefits of student resource officers (SROs) assigned at DISD for the period of July 1, 2020, through June 30, 2021, and providing an effective date. City of Denton Printed on 10/9/2020Page 1 of 1 powered by Legistar™339 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: POLICE CM/ DCM/ ACM: Todd Hileman DATE: October 13, 2020 SUBJECT Consider adoption of an ordinance of the City of Denton authorizing the City Manager, or his designee, to execute an Interlocal Agreement in the form of a Memorandum of Understanding with the Denton Independent School District (DISD), for reimbursement to the City in the estimated amount of $609,276 for compensation and benefits of student resource officers (SROs) assigned at DISD for the period of July 1, 2020, through June 30, 2021, and providing an effective date. BACKGROUND The Student Resource Officer (SRO) Program is a cooperative partnership between the City of Denton and DISD which assigns police officers to designated middle and high schools within city limits. Student Resources Officers work their assigned campus on a full-time basis with the purpose of providing a “student centric” approach towards building a positive relationship between police officers and students. The MOU agreement is reviewed and approved annually, which outlines the mission, goals, and the financial aspects of the SRO program. The City receives a reimbursement at the rate of fifty (50) percent of the total compensation and benefits for each SRO assigned to a campus. During the 2019-2020 school year, the Denton Independent School District increased the number of Student Resource Officers from six (6) to nine (9) for a total of two (2) SROs assigned to each high school. For the 2020-2021 academic year, the Denton Independent School District has requested the addition of one (1) Police Lieutenant position to provide program oversight over the (9) Student Resource Officers. DISD has agreed to reimburse the City for the annual salary and fringe benefits of one (1) Police Lieutenant at a rate of one hundred (100) percent and nine (9) Student Resource Officers at a rate of fifty (50) percent, effective July 1, 2020, through June 30, 2021. RECOMMENDATION Staff recommends Council approve the Memorandum of Understanding with DISD for the SRO Program. PRIOR ACTION/REVIEW (Council, Boards, Commissions) At the December 2, 2019, Joint City Council/DISD meeting, Council and DISD approved the amendment of the Memorandum of Understanding (MOU) for Student Resource Officers (SROs). City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 340 On September 24, 2019, Council approved Resolution 19-2057 authorizing a MOU with DISD. FISCAL INFORMATION Denton Independent School District – estimated $609,276 General Fund Revenue – 1000.4632 EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Ordinance and MOU Agreement Respectfully submitted: Frank Dixon Chief of Police Prepared by: Shanika Mayo Assistant Director 341 ORDINANCE NO. _______________ AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE AN INTERLOCAL AGREEMENT IN THE FORM OF A MEMORANDUM OF UNDERSTANDING WITH THE DENTON INDEPENDENT SCHOOL DISTRICT (DISD), FOR REIMBURSEMENT TO THE CITY IN THE ESTIMATED AMOUNT OF $609,276 FOR COMPENSATION AND BENEFITS OF STUDENT RESOURCE OFFICERS (SROs) ASSIGNED AT DISD FOR THE PERIOD OF JULY 1, 2020, THROUGH JUNE 30, 2021, AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton ("City") and the Denton Independent School District ("DISD") desire to enter into an agreement to provide Student Resource Officers; and WHEREAS, the mission of the SRO Program is the reduction and prevention of school related crime committed by juveniles and young adults, while providing safety and security for the students, faculty and staff; and WHEREAS, for the 2020-2021 academic year, DISD has agreed to reimburse the City for the annual salary and fringe benefits of one (1) Police Lieutenant at a rate of one hundred (100) percent and the nine (9) Student Resource Officers at a rate of fifty (50) percent, effective July 1, 2020, through June 30, 2021. WHEREAS, the City and DISD, parties hereto agree and by the execution hereof are bound to the mutual obligations outlined in the Memorandum of Understanding ("MOU") attached hereto and made a part hereof by reference; and WHEREAS, the City Council of the City of Denton hereby finds that the MOU between the City and DISD serves a municipal and public purpose, is in the public interest, and of a benefit to the citizens of the City of Denton; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1: The findings and recitations contained in the preamble of this Ordinance are incorporated herein by reference SECTION 2: That the City Manager, or his designee, is hereby authorized to execute the Memorandum of Understanding with the DISD to carry out the duties and responsibilities of the City under the MOU, which is attached hereto as Exhibit "A" and made a part hereof for all purposes. SECTION 3: That all prior actions taken by the City Manager in furtherance of this MOU are hereby ratified. 342 343 MEMORANDUM OF UNDERSTANDING (MOU) This Memorandum of Understanding (MOU) is between Denton Independent School District (hereinafter “DISD”) and the City of Denton, a Texas home rule municipal corporation (hereinafter “City”). Nothing in this MOU should be construed as limiting or impeding the basic spirit of cooperation which exists between the participating entities listed above. Purpose This MOU establishes and delineates the mission of the Student Resource Officer Program, herein referred to as the SRO Program, as a joint cooperative effort, whereby the City hereby wishes to provide one or more Student Resource Officers for the SRO Program, and DISD wishes to share the costs of the City’s providing Student Resource Officers. Additionally, the MOU formalizes relationships between the participating entities to provide a “student centric” approach towards building a positive relationship between police officers and students. Mission The mission of the SRO program is to create and maintain a safe, secure, and orderly learning environment for students, school officials, teachers, and staff. The SROs will establish trusted communication between students, parents, teachers, and school officials. SROs will serve as positive role models to instill good moral standards, judgment and discretion, respect for others, and a sincere concern for the school community. SROs will promote awareness of the law to enable students to become better informed and effective citizens, while empowering students with the knowledge of law enforcement efforts and obligations, as well as consequences for violating the law. SROs will serve as a resource for students, school officials, and parents and will provide information on available community resources. The following goals are established to accomplish this mission. III. SRO Program Goals The following goals are established to accomplish the mission of the SRO Program: 1) Promote a safe environment for students, faculty, and staff. 2) Reduce criminal offenses committed by juveniles or young adults by utilizing both proactive and reactive law enforcement measures. 3) Establish a positive approach with students, faculty, administrative staff, and parents. 1 of 6 344 IV.Organizational Structure A. Composition The SRO program will consist of full-time Denton Police Department (DPD) personnel who are certified peace officers for the State of Texas and meet all requirements as set forth by DPD General Orders. SROs will be assigned to the following schools: • Denton High School • Ryan High School • Guyer High School • Calhoun Middle School • Strickland Middle School • McMath Middle School B. Operational Procedures The daily operation and administrative control of the SRO Program is the responsibility of DPD. Responsibility for the conduct of SROs, both personally and professionally, remains with the DPD. The department shall retain supervision of SROs to oversee the SRO Program. C. SRO Duties SROs, first and foremost, are Law Enforcement Officers. SROs are responsible for carrying out all duties and responsibilities of a police officer and shall at all times, through the chain of command, remain under the exclusive control of DPD. SROs are enforcement officers in regard to CRIMINAL matters only. SROs shall not enforce any “school or house rule,” as they are not school disciplinarians and should not assume this role. SROs will not become involved in administrative matters of the DISD which are not criminal matters. SROs are to be used as a law enforcement resource to assist students, faculty, staff, and all persons involved with the DISD. SROs may be called upon to teach a variety of law enforcement related subjects to students, school staff, and officials. Teaching is not only a formal opportunity to educate the campus population, but also another method to build rapport with students, school staff, and officials. DPD SROs responsibilities will include, but not limited to: 1) Enforcing criminal law and protecting the students, staff, and public at large against criminal activity, and taking enforcement action on criminal matters when appropriate; 2) Taking initial reports of crimes committed on campus and, if practical, investigating these crimes according to the case clearance criteria of DPD; 2 of 6 345 3) Providing information concerning law enforcement topics to students, school officials and staff; 4) Providing mentoring/coaching on a limited basis, to students, school officials, and staff; 5) As time allows, presenting information in the classroom on a variety of topics including, but not limited to, narcotics, personal safety, criminal law, leadership and life skills; and 6) Assisting staff with unusual or temporary problems related to law enforcement matters which may require SROs on occasion to be assigned to monitor halls, buses, lunchroom, etc. on the school campus, but at no time will an SRO be regularly assigned to monitor such areas. D. Supervisor Duties The Parties desire to create a Supervisor position, at the level of Lieutenant for DPD, who will provide supervisory duties for DPD SRO’s assigned to the DISD and provide safety coordination for DISD. This position shall work solely with DISD, except during times when DPD emergencies require the Supervisor’s presence. The Supervisor position shall be a Full-Time Employee of the Denton Police Department, and DISD shall reimburse the City of Denton at a rate of one hundred (100) percent for the salary and benefits of this position. The duties of the Lieutenant position include the following: Complete State Required District Safety Audits;D Act as a liaison and District Representative between the school district and law enforcement agencies; 2) Ensure that SROs assigned to the DISD remain up to date in state training expectations; 3) Direct community safety and police activities at DISD extracurricular events; Ensure that campus safety plans are up to date and in compliance with state expectations; and 4) 5) Act as a liaison during assessments between the campus, school district, and police departments. 6) 3 of 6 346 School District ResponsibilitiesV. DISD shall provide the Lieutenant and the SRO of each campus with the following facilities and materials deemed necessary to the performance of the Lieutenant and SRO’s duties: 1) An air conditioned and properly lighted, private office, which may be used for general business purposes, located as close as possible to the main entrance of the school 2) A desk with drawers, chair, and a locking filing cabinet 3) A computer and printer A. Reimbursement Effective July 1, 2020 through June 30, 2021, DISD agrees to reimburse the City of Denton for the annual salary and fringe benefits at a rate of fifty (50) percent for nine (9) SROs and at a rate of one (100) hundred percent for one (1) the Lieutenant supervisor position. Reimbursement of the SRO’s and Lieutenant’s annual salary is inclusive of any overtime, longevity pay, assignment pay, certification pay, holiday pay, and any other pay each assigned SRO or Supervisor may be eligible to receive under the Meet and Confer Agreement between the City of Denton and the Denton Police Officers Association and/or under Chapter 143 of the Texas Local Government Code for SROs assigned to the following campuses: Denton High School Ryan High School Guyer High School Calhoun Middle School McMath Middle School Strickland Middle School The amount of reimbursement set forth in Section V Paragraph A of this Memorandum of Understanding shall, effective the date of the execution hereof, be as set forth in Attachment A hereto and made a part of this MOU by reference. The amount of such reimbursement shall thereafter be adjusted not less frequently than annually in accordance with the setting of annual salary and benefits for the Lieutenant and the SROs by the Denton City Council. VI. Denton Police Department Responsibilities 4 of 6 347 DPD will endeavor to have SROs (including the Lieutenant) available for duty at their assigned school each day that school is in session during the regular school year. There is no requirement for DPD to furnish substitute officers on days when the assigned SRO (or Lieutenant) is absent. DPD agrees to invoice DISD quarterly for all monies owed as a result of this MOD, and to submit appropriate payroll documentation with the invoice. All invoices will be due immediately and should be paid within thirty (30) days of receipt by DISD. VII. Termination This MOU may be terminated by either party upon thirty (30) days written notice in writing to the other party at the addresses provided below. Further, this MOU will automatically terminate in accordance with provision VIII, Timeframe, below. DISD shall be responsible for its respective share of the SROs ongoing costs incurred as of the termination date of this MOU. VIII. Timeframe This MOU will commence on July 1,2020 and will dissolve on June 30, 2021, at the end of the 2020-2021 school year. Agreed to in cooperation with the City of Denton Police Department and the Denton Independent School District. AUTHORIZED SIGNATURES: DateTodd Hileman, City Manager City of Denton 215 E. McKinney Denton, TX 76201 DateDr. Ja/^ie Wilson, Superintendent of Schools Denton Independent School District 1307 N. Locust Denton, TX 76201 ATTEST: 5 of 6 348 349       Attachment A Estimated FY20-21 DISD Quarterly Billing Plan Estimated Quarterly Billing Plan 2020 2021 Total Reimbursement July - Sept Oct - Dec Jan - Mar April - June $ - $ 203,092 $ 203,092 $ 203,092 $ 609,276 Estimated reimbursement includes 50% of estimated salary and benefits for nine (9) SRO's located at DISD High Schools and Middle Schools and 100% of the estimated salary and benefits for one (1) Lieutenant. No reimbursement requested for first quarter due to delayed school opening in response to COVID19. 350 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-1919,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,Texas,establishing classifications and positions in the Police Department;creating and abolishing certain positions;repealing ordinance No.19-2943 relating to establishing the classifications and prescribing the number of positions in each classification for the Police Department; providing repealer, cumulative, and severability clauses; and declaring an effective date. City of Denton Printed on 10/9/2020Page 1 of 1 powered by Legistar™351 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Police CM/ DCM/ ACM: Todd Hileman, City Manager DATE: October 13, 2020 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas, establishing classifications and positions in the Police Department; creating and abolishing certain positions; repealing ordinance No. 19-2943 relating to establishing the classifications and prescribing the number of positions in each classification for the Police Department; providing repealer, cumulative, and severability clauses; and declaring an effective date. BACKGROUND Texas Local Government Code Chapter 143, requires governing bodies of all jurisdictions with Civil Service employees to officially authorize the exact number of employees. The City Council last approved the authorized number of Police Department Civil Service positions by Ordinance 19-2943, on December 17, 2019. During Fiscal Year 2019-20, the Department received two (2) re-allocated positions from city-wide vacancies, increasing the Department’s authorized strength from 195 to 197. For Fiscal Year 2020-21, City Council approved the addition of five (5) full-time sworn positions. In addition, the Department has also received one (1) Lieutenant position for the Student Resource Officer Program which will increase the department’s authorized strength to 203. At this time, to be accurate on the number of positions in the Police Department, it is recommended to abolish the Recruit position from the civil service classification. The following civil service classifications of the Police Department and the number of positions in each classification are established as follows: Classification FY 2019-20 Mid-Year Appropriation FY 2020-21 Authorized Assistant Chief 1 1 Deputy Chief 2 2 Lieutenant 10 11 Sergeant 22 22 Police Officer 162 167 Total 197 203 City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 352 RECOMMENDATION Staff recommends approval of the new position classification ordinance increasing the rank of Lieutenants from 10 to 11 and the rank of Police Officers from 162 to 167. Staff also recommends the abolishing of the Recruit position from the civil service classification. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On December 17, 2019, City Council approved Ordinance 19-2943. FISCAL INFORMATION N/A EXHIBITS Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance Respectfully submitted: Frank Dixon Chief of Police Prepared by: Shanika Mayo Assistant Director 353 Page 1 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, ESTABLISHING CLASSIFICATIONS AND POSITIONS IN THE POLICE DEPARTMENT; CREATING AND ABOLISHING CERTAIN POSITIONS; REPEALING ORDINANCE NO. 19-2943 RELATING TO ESTABLISHING THE CLASSIFICATIONS AND PRESCRIBING THE NUMBER OF POSITIONS IN EACH CLASSIFICATION FOR THE POLICE DEPARTMENT; PROVIDING REPEALER, CUMULATIVE, AND SEVERABILITY CLAUSES; AND DECLARING AN EFFECTIVE DATE. WHEREAS, pursuant to Section 143.021, Texas Local Government Code, the City Council of the City of Denton, is required by ordinance to prescribe the number of positions in each classification for Police Department personnel; and WHEREAS, on December 17, 2019, the City Council passed Ordinance No. 19-2943 adopting and approving a schedule of Authorized Positions relating to classification of police officers; and WHEREAS, since the passage of Ordinance No. 19-2943, the Police Department has updated the titles and number of positions designated for certain classifications of Police Department personnel, and have submitted the revisions to the City Council for review and approval based on the Department’s determination that these changes are in the Department’s best interest; and WHEREAS, the City Council has considered these updated classification titles and numbers and has found these changes to be in the City’s best interest and accordingly has determined that Ordinance No. 19-2943 should be repealed and the following classification titles and total number of positions in the Police Department should be adopted; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. Ordinance No. 19-2943 is hereby repealed. SECTION 2. The City Council hereby adopts and approves the following civil service classifications of the Denton Police Department and the number of positions in each classification is established as follows: (A) Assistant Chief 1 (B) Deputy Chief 2 (C) Lieutenant 11 (D) Sergeant 22 (E) Police Officer 167 TOTAL: 203 354 Page 2 SECTION 3. The number of positions in the civil service classification of Lieutenant in Section 2 of this ordinance is an increase of one (1) from the number in existence immediately before the effective date of this ordinance. SECTION 4. The number of positions in the civil service classification of Police Officer in Section 2 of this ordinance is an increase of seven (7) from the number in existence immediately before the effective date of this ordinance. SECTION 5. Pursuant to Section 143.085, Texas Local Government Code, the City Council hereby abolishes the civil service position of Recruit. SECTION 6. This ordinance shall be cumulative of all provisions of ordinances of the City of Denton, except where the provisions of the ordinance are in direct conflict with the provisions such ordinances, in which event the conflicting provisions of such ordinances are hereby repealed. SECTION 7. It is hereby declared to be the intention of the City Council that the phrases, clauses, sentences, paragraphs, and sections of this ordinance are severable, and if any phrase, clause, sentence, paragraph or section of this ordinance, shall be declared unconstitutional by the valid judgment or decree of any court of competent jurisdiction, such unconstitutionality shall not affect any of the remaining phrases, clauses, sentences, paragraphs and sections of this ordinance, since the same would have been enacted by the City Council without the incorporation in this ordinance of any such unconstitutional phrase, clause, sentence, paragraph or section. Section 8. This ordinance shall become effective immediately upon its passage and approval as provided by law. 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: ______ ______ ______ ______ 355 356 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-2056,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton authorizing an Amended and Restated Sponsorship Agreement between the City of Denton and North Texas State Fair Association, Inc., for the purpose of the 2020 and 2021 North Texas Fair and Rodeo Kids Zone sponsorship; providing for the expenditure of funds; and providing for an effective date. City of Denton Printed on 10/9/2020Page 1 of 1 powered by Legistar™357 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Finance ACM/CFO: David Gaines DATE: October 13, 2020 SUBJECT Consider adoption of an ordinance of the City of Denton authorizing an amended and restated sponsorship agreement between the City of Denton and North Texas State Fair Association, Inc., for the purpose of the 2020 and 2021 North Texas Fair and Rodeo Kids Zone sponsorship; providing for the expenditure of funds; and providing for an effective date. BACKGROUND The Hotel Occupancy (HOT) and Sponsorship Committee meetings increased this fiscal year because of the COVID-19 impact on the community. The City’s Sponsorship fund has a set annual budget with allocations paid to the recipients in the first quarter of each fiscal year. After receiving mid-year budget updates from all recipients, illustrating the postponement or cancelation of several events, the committee agreed not to make any adjustments to the Sponsorship budget. Committee discussions during the June 11, 2020 meeting included the approval of sponsorship funded organizations to rollover current fiscal year funds to next fiscal year. North Texas State Fair Association, Inc. (NTSFA) postponed their 2020 event from August to October 16-24, 2020. The 2020 event’s sponsorship funds total $5,000. NTSFA requested additional sponsorship funds for Fiscal Year 2020-21. The committee recommended $5,000 in sponsorship funds for the next fair and rodeo scheduled for August 2021. This amended and restated agreement will expire September 30, 2021 providing $5,000 sponsorship funds respectively to both the 2020 and 2021 North Texas Fair and Rodeos. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On November 5, 2019 the City Council approved ordinance 19-2415 (Exhibit 3) approving the payment and use of HOT funds for NTSFA. FISCAL INFORMATION $5,000 in funding for this agreement came from the Sponsorship Fund in Fiscal Year 2019-20. The balance of $5,000 in funding is included the Sponsorship Fund in Fiscal Year 2020-21. EXHIBITS 1. Agenda Information Sheet 2. Ordinance 3. Ordinance 19-2415 City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 358 Respectfully submitted: Cassandra Ogden, 349-7195 Director of Finance Prepared by: Randee Klingele Treasury Manager 359 ORDINANCE NO. ------ AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AMENDED AND RESTATED SPONSORSHIP AGREEMENT BETWEEN THE CITY OF DENTON AND NORTH TEXAS STATE FAIR ASSOCIATION, INC., FOR THE PURPOSE OF THE 2020 AND 2021 NORTH TEXAS FAIR AND RODEO KID ZONE SPONSORSHIP; PROVIDING FOR THE EXPENDITURE OF FUNDS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Denton hereby finds that the agreement between the City and North Texas State Fair Association, Inc., for funds to be used for 2020 and 2021 North Texas Fair and Rodeo Kid Zone sponsorship, which is attached hereto and made a part hereof by reference (the "Agreement"), serves a municipal and public purpose and is in the public interest; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings set forth in the preamble of this Ordinance are incorporated by reference into the body of this Ordinance as if fully set forth herein. SECTION 2. The City Manager, or his designee, is hereby authorized to execute the Agreement and to carry out the duties and responsibilities of the City, including the expenditure of funds as provided in the Agreement. 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 L_ -__j: Abstain Absent Chris Watts, Mayor: Gerard Hudspeth, District 1: Keely G. Briggs, District 2: Jessie 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 360 ATTEST: ROSA RIOS, CITY SECRETARY By: ------------------------ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY 361 DocuSign Envelope ID: E1B2C19C-5A81-4408-A3DF-25F9AFF8787C AMENDED AND .RESTATED SPONSORSHIP AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND NORTH TEXAS STATE FAIR ASSOCIATION, INC. This Amended and Restated Agreement (this "Agreement") is hereby entered into by and between the City of Denton, Texas, a Home Rule Municipal Corporation, hereinafter referred to as "City", and North Texas State Fair Association, Inc., a Texas Non-Profit Corporation, hereinafter referred to as "Organization" and amends, restates, and replaces in its entirety the prior Sponsorship Agreement between the City and Organization entered into on November 5, 2019. WHEREAS, City has determined that sponsorship of the 2020 and 2021 North Texas State Fair and Rodeo Kids Zone serves a public purpose and has provided funds in its budget for the purpose of paying for the sponsorship of the activities provided by Organization; and WHEREAS, this Agreement serves a valid municipal and public purpose and is in the public interest; NOW, THEREFORE, the parties hereto mutually agree as follows: I. SCOPE OF SPONSORSHIP The City shall pay Ten Thousand Dollars and noll 00 ($1 0,000.00) ("Sponsorship Funds") to Organization to be utilized by Organization to perform, in a satisfactory and proper manner, the 2020 North Texas Fair and Rodeo and Kid Zone and the 2021 North Texas State Fair and Rodeo Kid Zone in accordance with the Sponsorship Funds budget attached hereto as Exhibit "A" and incorporated herein for all purposes and Organization's sponsorship application on file at the City Finance Department and incorporated herein for all purposes (the "Sponsored Activity"). Five Thousand Dollars and no/100 ($5,000.00) of the Sponsorship Funds was previously paid to Organization for the 2020 North Texas Fair and Rodeo and will be used for the purposes set forth in Article I and as described in Exhibit "A." IT. OBLIGATIONS OF ORGANIZATION In consideration ofthe receipt of the Sponsorship Funds from City, Organization agrees to the following terms and conditions: A. Sponsorship Funds shall be utilized by the Organization only for the purposes set forth in Article I. B. Organization shall maintain adequate records to establish that the Sponsorship Funds are used for the purposes authorized by this Agreement. C. Organization shall permit authorized officials of City to review its books at any time. 362 DocuSign Envelope ID: E1B2C19C-5A81-4408-A3DF-25F9AFF87B7C D. Upon request, Organization shall provide to City its bylaws and any of its rules and regulations that may be relevant to this Agreement. E. Organization will not enter into any contracts that would encumber Sponsorship Funds for a period that would extend beyond the term of this Agreement. F. Organization will appoint a representative who will be available to meet with City officials when requested. G. Organization shall, at a minimum, provide insurance as follows: 1) $1,000,000 Commercial General Liability, or $1,000,000 Event Insurance, covering all events taking place on City-owned property, and 2) $500,000 Liquor/Dram Shop Liability for any event occurring on City-owned property where alcohol will be provided or served. Ill TIME OF PERFORMANCE The Sponsored Activity sponsored by City shall be undertaken and completed by Organization within the following time frame: The term of this Agreement shall commence on the Effective Date (hereinafter defined) and terminate September 30, 2021, unless the contract is sooner terminated pursuant to the terms of this Agreement. IV. PAYMENTS A. City shall pay to Organization the remaining portion of the Sponsorship Funds after the Effective Date of this Agreement. B. Organization shall refund to City within ten (1 0) working days of City's request, any sum of the Sponsorship Funds which has been paid by City and which City at any time thereafter determines: 1) has resulted in overpayment to Organization; 2) has not been spent strictly in accordance with the terms of this Agreement; or 3) is not supported by adequate documentation to fully justify the expenditure. V. EVALUATION Organization agrees to participate in an implementation and maintenance system whereby the Sponsored Activity can be continuously monitored. Organization shall provide its expenditure reports, including a list of expenditures and copies of invoices or receipts made with regard to the Sponsorship Funds, for review by City prior to the termination of this Agreement. In addition, 2 363 OocuSign Envelope 10: E1B2C19C-5A81-4408-A30F-25F9AFF87B7C upon City's request, Organization agrees to provide City the following data and reports, or copies thereof: A. All financial records and external or internal audits. Organization shall submit a copy of the annual independent audit to City within ten (10) days of receipt of City's request. B. All external or internal evaluation reports. C. An explanation of any major changes in Organization's program services. D. To comply with this section, Organization agrees to maintain records that will provide accurate, current, separate, and complete disclosure of the status of Sponsorship Funds received and the Sponsored Activity performed under this Agreement. The record system of Organization shall contain sufficient documentation to provide in detail full support and justification for each expenditure. Organization agrees to retain all books, records, documents, reports, and written accounting procedures pertaining to the Sponsored Activity and expenditure of Sponsorship Funds under this Agreement for five years. E. Nothing in the above subsections shall be construed to relieve Organization of responsibility for retaining accurate and current records that clearly reflect the level and benefit of Sponsored Activity provided under this Agreement. VI. DIRECTORS' MEETINGS Upon City's request, minutes of all meetings of Organization's governing body shall be available to City within ten (10) working days of approval. VII. TERMINATION The City may terminate this Agreement for cause if Organization fails to perform the Sponsored Activity, violates any covenants, agreements, warranties or guarantees of this Agreement, the Organization's insolvency or filing ofbankruptcy, dissolution, or receivership, or the Organization' violation of any law or regulation to which it is bound under the terms of this Agreement. The City may terminate this Agreement for other reasons not specifically enumerated in this paragraph. VIII. EQUAL OPPORTUNITY AND COMPLIANCE WITH LAWS A. Organization shall comply with all applicable equal employment opportunity and affirmative action laws or regulations. Organization agrees not to discriminate against any person or class of persons by reason of race, sex, sexual orientation, age, disability, religion, creed, color, genetic testing, or national origin in its provision of the Sponsored Activity. To the extent this Agreement provides that Organization offer accommodations or services to the public, such accommodations or services shall be offered by Organization to the public on fair and reasonable terms. 3 364 OocuSign Envelope ID: E1B2C19C-5A81-4408-A3DF-25F9AFF87B7C B. Organization will furnish all information and reports requested by City, and will permit access to its books, records, and accounts for purposes of investigation to ascertain compliance with local, state and federal rules and regulations. C. In the event of noncompliance by Organization with the nondiscrimination requirements, the Agreement may be canceled, terminated, or suspended in whole or in part, and Organization may be barred from further contracts with City. IX. WARRANTIES Organization represents and warrants that: A. All information, reports and data heretofore or hereafter requested by City and furnished to City, are complete and accurate as of the date shown on the information, data, or report, and, since that date, have not undergone any significant change without written notice to City. B. Any supporting financial statements heretofore requested by City and furnished to City, are complete, accurate and fairly reflect the financial conditions of Organization on the date shown on said report, and the results of the operation for the period covered by the report, and that since said data was provided to City, there has been no material change, adverse or otherwise, in the financial condition of Organization. C. No litigation or legal proceedings are presently pending or threatened against Organization. D. None of the provisions herein contravenes or is in conflict with the authority under which Organization is doing business or with the provisions of any existing indenture or agreement of Organization. E. Organization has the power to enter into this Agreement and accept payments hereunder, and has taken all necessary action to authorize such acceptance under the terms and conditions of this Agreement. F. None ofthe assets of Organization are subject to any lien or encumbrance of any character, except for current taxes not delinquent, except as shown in the financial statements furnished by Organization to City. G. Organization acknowledges and agrees that City maintains sole discretion over which entities are eligible to become a sponsored organization. The Organization has no expectation, and City has no obligation, to provide any support or funding during and after the term of this Agreement which exceed the Sponsorship Funds authorized by this Agreement. Organization disclaims the right to any sponsorship, fees or benefits except as expressly provided for in this Agreement. 4 365 DocuSign Envelope ID: E1B2C19C-5A81-4408-A3DF-25F9AFFB7B7C H. Organization acknowledges and agrees that this Agreement and the provision of the Sponsored Activity hereunder is nonexclusive, and that City may enter into similar agreements with other entities. I. The Sponsored Activity described herein shall be provided in accordance with all ordinances, resolutions, statutes, rules, regulations and laws of the City and any federal, state and local governmental agency of competent jurisdiction. J. Organization and any agent or employee of Organization shall act in an independent capacity and not as officers or employees of the City. City assumes no liability for Organization's actions and performance of the Sponsored Activity, nor assumes responsibility for payments, bonds, taxes, or other commitments, implied or explicit, by or for the Organization. Organization shall not have authority to act as an agent on behalf of the City. K. Organization is not opposing the City in any pending or ongoing legal proceeding. Each of these representations and warranties shall be continuing and shall be deemed to have been repeated by the submission of each request for payment. X. CHANGES AND AMENDMENTS A. Any alterations, additions, or deletions to the terms of this Agreement shall be by written amendment executed by both parties, except when the terms of this Agreement expressly provide that another method shall be used. B. It is understood and agreed by the parties hereto that changes in the state, federal or local laws or regulations pursuant hereto may occur during the term of this Agreement. Any such modifications are to be automatically incorporated into this Agreement without written amendment hereto, and shall become a part of the Agreement on the effective date specified by the law or regulation. C. Organization shall notify City of any changes in personnel or governing board composition. XI. INDEMNIFICATION ORGANIZATION AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND THE CITY, ITS OFFICERS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR INJURIES, DAMAGE, LOSS, OR LIABILITY OF WHATEVER KIND OR CHARACTER, ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE BY THE ORGANIZATION OR THOSE SPONSORED ACTIVITIES CONTEMPLATED BY TIDS AGREEMENT, INCLUDING ALL SUCH CLAIMS OR CAUSES OF ACTION BASED UPON COMMON, CONSTITUTIONAL OR STATUTORY LAW, OR BASED, IN WHOLE OR IN PART, UPON ALLEGATIONS OF NEGLIGENT OR INTENTIONAL ACTS OF ORGANIZATION, ITS OFFICERS, EMPLOYEES, AGENTS, SUBCONTRACTORS, LICENSEES AND INVITEES. 5 366 DocuSign Envelope ID: E1B2C19C-5A81-4408-A3DF-25F9AFF87B7C XII. CONFLICT OF INTEREST A. Organization covenants that neither it nor any member of its governing body presently has any interest, direct or indirect, which would conflict in any manner or degree with the performance of the Sponsored Activity required to be performed under this Agreement. Organization further covenants that in the performance of this Agreement, no person having such interest shall be employed or appointed as a member of its governing body. B. Organization further covenants that no member of its governing body or its staff, subcontractors or employees shall violate or cause to be violated the City Ethics Ordinance, as amended, or possess any interest in or use his/her position for a purpose that is or gives the appearance of being motivated by desire for private gain for hirnsel:ti'herself, or others; particularly those with which he/she has family, business, or other ties. C. No officer, member, or employee of City and no member of its governing body who exercises any function or responsibilities in the review or approval of the undertaking or carrying out of this Agreement shall violate or cause to be violated the City Ethics Ordinance, as amended, or participate in any decision relating to the Agreement which affects his personal interest or the interest in any corporation, partnership, or association in which he has direct or indirect interest. XIII. PROHIDITED CONTENT Sponsored Activity recognition, signage, branding, publicity, and advertising in conjunction with the Agreement shall not contain obscenity; pornography; incitement to imminent lawless action; speech presenting a grave and imminent threat; fighting words; fraudulent material; defamatory, libelous, or slanderous material; solicitations to commit, or speech integral to, criminal conduct; promotion of drugs, tobacco, gambling, or adult entertainment; political campaign speech, or speech that supports or opposes or appears to support or oppose a ballot measure or initiative, or refers to any person in or campaigning for public office. XIV. NOTICE Any notice or other written instrument required or permitted to be delivered under the terms of this Agreement shall be deemed to have been delivered, whether actually received or not, when deposited in the United States mail, postage prepaid, registered or certified, return receipt requested, or via hand-delivery or facsimile, addressed to Organization or City, as the case may be, at the following addresses: CITY City of Denton, Texas Attn: City Manager 215 E. McKinney Denton, TX 76201 6 ORGANIZATION North Texas State Fair Association, Inc. Board President P.O. Box 1695 Denton, TX 7 6202 367 DocuSign Envelope 10: E182C19C-5A814408-A3Df-25F9AFF87B7C Either party may change its mailing address by sending notice of change of address to the other at the above address by certified mail, return receipt requested. XV. MISCELLANEOUS A. Organization shall not transfer, pledge or otherwise assign this Agreement or any interest therein, or any claim arising thereunder to any party or parties, bank, trust company or other financial institution without the prior written approval of City. B. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect and continue to conform to the original intent of both parties hereto. C. In no event shall any payment to Organization hereunder, or any other act or failure of City to insist in any one or more instances upon the terms and conditions of this Agreement constitute or be construed in any way to be a waiver by City of any breach of covenant or default which may then or subsequently be committed by Organization. Neither shall such payment, act, or omission in any manner impair or prejudice any right, power, privilege, or remedy available to City to enforce its rights hereunder, which rights, powers, privileges, or remedies are always specifically preserved. No representative or agent of City may waive the effect of this provision. D. This Agreement, together with referenced exhibits and attachments, constitutes the entire agreement between the parties hereto, and any prior agreement, assertion, statement, understanding, or other commitment occurring dwing the term of this Agreement, or subsequent thereto, have any legal force or effect whatsoever, unless properly executed in writing, and if appropriate, recorded as an amendment of this Agreement. E. Tllis Agreement shall be interpreted in accordance with the laws of the State of Texas and venue of any litigation concerning this Agreement shall be in a court of competent jurisdiction sitting in Denton County, Texas. IN WITNESS WHEREOF, the parties do hereby affix their signatures and enter into this Agreement as of the day of , 2020 ("Effective Date"). CITY OF DENTON, TEXAS TODD HILEMAN, CITY MANAGER ATTEST: ROSA RIOS, CITY SECRETARY BY: ---------------------------- 7 368 DocuSign Envelope ID: E1B2C19C-5A81-4408-A3DF-25F9AFF87B7C APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY GOocuSigned by: p. ... ~ fciA.o.J-.A.J.. By: 7F90328BF021J4E5 ... THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to fmancial and operational obligations and business terms. SIGNATURE Director of Finance TITLE Finance DEPARTMENT Cassandra Ogden PRINTED NAME NORTH TEXAS STATE ASSOCIATION, INC. lrOocuSigned by: &.:;9!~~-~~ PRESIDENT 8 FAIR 369 DocuSign Envelope ID: E1B2C19C-5A81-4408-A3DF-25F9AFF87B7C EXHIBIT A SPONSORSHIP FUND BUDGET North Texas State Fair Association, Inc. 2020 and 2021 North Texas State Fair and Rodeo Kids Zone 2020 KIDS ZONE Peddle Tractor Pulls $ 2,000 Trackless Train 1,000 Petting Zoo 2,000 (or other socially distancing function for zone) 2021 KIDS ZONE Peddle Tractor Pulls Trackless Train Bounce House Total Contract 9 2020 $5,000 $2,000 1,000 2,000 2021 $ 5,000 $10,000 370 371 372 373 374 375 376 377 378 379 380 381 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-1973,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton authorizing the City Manager, or his designee, to accept the TexTreasures Grant #TXT-21007 for SFY 2021 (Federal Award Identification No. LS-246193-0LS-20) from the Texas State Library and Archives Commission through the Institute of Museum and Library Services in the amount of $24,820.00 for the period of September 1, 2020 through August 31, 2021; authorizing the City Manager to carry out all duties of the City pursuant to the grant; providing a savings clause; and providing an effective date. City of Denton Printed on 10/9/2020Page 1 of 1 powered by Legistar™382 AGENDA INFORMATION SHEET AGENDA DATE: October 13, 2020 DEPARTMENT: Library ACM: David Gaines SUBJECT: Consider adoption of an ordinance of the City of Denton, authorizing the City Manager, or his designee, to accept the TexTreasures Grant #TXT-21007 for SFY 2021 (Federal Award Identification No. LS-246193-0LS-20) from the Texas State Library and Archives Commission through the Institute of Museum and Library Services in the amount of $24,820.00 for the period of September 1, 2020 through August 31, 2021; authorizing the City Manager to carry out all duties of the City pursuant to the grant; providing a savings clause; and providing an effective date. BACKGROUND: The TexTreasures program is designed to help libraries make their special collections more accessible for the people of Texas and beyond. DPL holds an archival collection of local newspapers, mainly the DRC, on 752 rolls of microfilm containing issues from 1908 to 2018. In 2019, DPL received their first grant through the TexTreasures program. The 2019 grant funds were used to digitize and make freely available on the Portal to Texas History 24,000 pages of the DRC, beginning in 1908, representing the earliest years of microfilm available in the collection. This year’s grant will allow DPL to continue the digitization of DRC issues through 1954. To facilitate the digitization process, DPL partnered with the Texas Digital Newspaper Program (TDNP), available through University of North Texas’s (UNT) Portal to Texas History. TDNP is the largest single-state, open access, digital newspaper preservation repository in the U.S., hosting just under 8 million newspaper pages. TSLAC awards competitive grants annually, as funding allows. For the 2021 fiscal year, which runs from Sept. 1, 2020, to Aug. 31, 2021, TSLAC has awarded approximately $1.04 million in competitive grants. DPL was one of 15 in the State of Texas to receive funding through the TexTreasures program during this grant cycle. PRIOR ACTION/VIEW (COUNCIL, BOARDS, COMMISSIONS): Intent to apply for the TSLAC TexTreasures grant was presented to the Library Board at the February 10, 2020 Library Board meeting. EXHIBITS: Exhibit 1—Agenda Information Sheet Exhibit 2—TexTreasures Grant Ordinance and Agreement Respectfully submitted: 383 Jennifer Bekker Director of Libraries jennifer.bekker@cityofdenton.com (940) 349-8776 384 ORDINANCE NO. ___________ AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO ACCEPT THE TEXTREASURES GRANT #TXT-21007 FOR SFY 2021 (FEDERAL AWARD IDENTIFICATION NO. LS-246193-0LS-20) FROM THE TEXAS STATE LIBRARY AND ARCHIVES COMMISSION THROUGH THE INSTITUTE OF MUSEUM AND LIBRARY SERVICES IN THE AMOUNT OF $24,820.00, FOR THE PERIOD OF SEPTEMBER 1, 2020 THROUGH AUGUST 31, 2021; AUTHORIZING THE CITY MANAGER TO CARRY OUT ALL DUTIES OF THE CITY PURSUANT TO THE GRANT; PROVIDING A SAVINGS CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the TexTreasures Grant TXT-21007 for SFY 2021 will provide financial assistance toward expenditures related to the grant program, including digitization of materials, creation of metadata, and OCR text conversion and hosting of the images on the Portal to Texas History to provide persistent and sustainable access for the public, and other miscellaneous expenses related to the grant program's goals and objectives; and WHEREAS, the City desires to digitize the Denton Record-Chronicle (DRC), beginning with issues published in 1938 through the end of 1954, which would allow the digitized images to be added to the collection of Denton County Newspapers and accessible though the University ofNorth Texas Libraries' Portal to. Texas History, hereby referred to as the "Project;" and WHEREAS, the funding of the Project will result in the digitization and free accessibility of these issues of the DRC, one of the oldest surviving newspapers in Denton County, providing and invaluable resource to those researching events and individuals in North Texas; and WHEREAS, the City Council finds it in the best interest of the citizens of the City of Denton to authorize the City Manager, or his designee, to accept the TexTreasures Grant TXT-21007 for SFY 2021 in the amount of $24,820.00 from the Texas State Library and Archives Commission ("TSLAC") through the Institute of Museum and Library Services for the period of September 1, 2010 through August 31, 2021; and WHEREAS, TSLAC has provided the City with its Grant Agreement, attached hereto as Exhibit A, and the City Council finds that the Grant Agreement is acceptable and is i n the public interest; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this Ordinance are incorporated herein by reference. SECTION 2. The City Council authorizes the City Manager, or his designee, to accept the TexTreasures GrantTXT-21007 for SFY 2021 (Federal Award Identification No. LS-246193-0LS-20) and execute the Grant Agreement attached as Exhibit A on behalf of the City. SECTION 3. The City Manager, or his designee, is further authorized to carry out all duties and obligations of the City under the Grant Agreement and to take such additional actions necessary and appropriate to effectuate the purpose of the grant. SECTION 4. If any section, subsection, paragraph, sentence, clause, phrase, or word in this 385 Ordinance, or the application thereof to any person or under any circumstances is held invalid by any court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this Ordinance, and the City Council of the City of Denton hereby declares it would have enacted such remaining portions despite any such invalidity. SECTION 5. This Ordinance shall become effective immediately upon its passage and approval. The motion to approve this Ordinance was made by and seconded by ______________ ; this Ordinance was passed and approved by the following vote [_-__j: Aye Nay Abstain Absent Mayor Chris Watts: Gerard Hudspeth, District 1 : Keely G. Briggs, District 2: Jesse Davis, District 3: John Ryan, District 4: Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 6: PASSED AND APPROVED this the ____ day of _______ _/ 2020. CHRIS WATTS, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: _____________ ___ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: c_~ 5%Ji( 386 TEXAS STATE LffiRARY & ARCHIVES COMMISSION TEXTREASURESGRANTPROGRAM Grant Number: TXT-21007 I. CONTRACTING PARTIES Grantor: Subrecipient: Texas State Library and Archives Commission (TSLAC) City of Denton, Denton Public Library 502 Oakland St Denton, TX 76201-3102 DUNS No.: 071380190 TI. TERM OF GRANT September 1, 2020, through August 31 , 2021 (State Fiscal Year (SFY) 2021) ill. STATEMENT OF SERVICES TO BE PERFORMED Subrecipient shall provide services as outlined in the approved grant application (TexTreasures Grant for SFY 2021) as approved by TSLAC. Grant funds must be used to meet TSLAC and Federal goals. The Subrecipient must report information relating to best practices and performance outcomes during the period of this contract The approved grant application submitted by Subrecipient is incorporated into this contract as if fully set forth herein. In the event of any conflict between the grant application and this contract, this contract shall prevail. IV. GRANT AMOUNTS AND DISBURSEMENT REQUIREMENTS A. The total amount of the grant shall not exceed: $24,820.00. Indirect costs, as included in the total amount awarded, shall not exceed 0.000 or$ 0.00 as indicated in the budget below. B. Sourceoffunds: Institute of Museum and Library Services (IMLS) CFDA Name: Grants to States CFDA #: 45.310 Federal Award Identification#: LS-246193-0LS-20; Federal Award Date: February 4, 2020 C. The Subrecipient is restricted to one of two methods for requesting funds from TSLAC. The Subrecipient may request reimbursement of actual and allowable expenditures for the Subrecipient's normal billing cycle, or advance payment for estimated and allowable expenditures to be incurred in the 30-day period following the request. Only Subrecipients providing documentation to demonstrate a lack of sufficient working capital and the ability to minimize the time elapsing between transfer of funds from TSLAC and disbursement of grant funds will be allowed to request advance payments. D. The Subrecipient must request payments from TSLAC using TSLAC's Request for Funds form (RFF) via the electronic TSLAC Grant Management System (GMS), located at https://grants.tsl.texas.gov. Requests may be submitted to TSLAC no more often than once every 30 days, and no less often than once per quarter. Funds will be processed and paid to the Subrecipient provided TSLAC has received a fully executed contract, and Subrecipient has fulfilled all reporting and training requirements for current and preceding contracts and submitted supporting documentation with the RFF. E. When submitting an RFF for reimbursement, the Subrecipient must provide TSLAC with supporting documentation, such as receipts, paid invoices, time sheets, and/or pay stubs to support the amount requested before payment will be processed. F. The Subrecipient may not obligate or encumber grant funds after July 31, 2021. Subrecipient must submit the fmal request for reimbursement no later than August 1, 2021. All supporting documentation must be submitted no later than August 31, 2021. G. If the Subrecipient does not expend funds on a regular basis and/or provide notice relating to unexpended funds by May 31, 2021, TSLAC reserves the right to act as necessary to reduce any unexpended balances, including reducing the amount specified in Section IV .A. above. H. Interest earned in excess of$500 on advanced funds must be returned to TSLAC per requirements in the State of Texas Uniform Grant Management Standards (UGMS). All unexpended grant funds must be returned to TSLAC per requirements in UGMS. I. Per the approved grant application, funds are authorized according to the following budget: Salaries/Wages/Benefits $ 0.00 Travel $ 0.00 Eauipment $ 0.00 Supplies/Materials $ 100.00 Services $24 720.00 Consultant Fees $ 0.00 Indirect Costs $ 0.00 Total $24,820.00 SFY 2021 TexTreasures Grant-TXT-21007 I of6 TSLAC 387 V. REQUEST FOR FISCAL AND PROGRAMMATIC CHANGES If the Subrecipient anticipates a need for a budget or program revision, Subrecipient must notifY TSLAC and. if approved by TSLAC, request a budget and/or program revision for fiscal and/or programmatic changes as outlined in this section. Subrecipient must submit a change request for budget and/or program revisions electronically on TSLAC's GMS. Under no condition may a Subrecipient request to exceed the total grant amount. TSLAC must receive all change requests on or before June 15,2021. Requests received after this date will generally be declined but may be considered on a case-by-case basis if extenuating circumstances exist. Subrecipient must submit a budget and/or program change request to TSLAC before obligating or expending grant funds as follows: A. Fiscal changes require an approved Budget Revision under any of the following conditions: I. Making cumulative transfers among budget cost categories or projects that are expected to exceed ten (10) percent of the total grant; 2. Transferring any funds into a budget cost category that currently equals zero ($0); 3. Expending any program income earned through the utilization of resources funded by this grant; or, 4. Changing the items listed in the approved budget categories if an item's cost or features are substantially different from what the approved grant application specifies, or from a previously approved fiscal or program revision. B. Programmatic changes to the approved grant application require an approved Program Revision under any of the following conditions: l. Obtaining the services of a third party to perform activities that are central to the purposes of the grant; or, 2. Changing the scope or objectives of the approved program, regardless of whether there is an associated budget revision. A change in scope is a substantive difference in the approach or method used to reach program objectives. VI. EQUIPMENT AND PROPERTY REQUIREMENTS A. If conditions described in Section V.A.L are met, any fiscal change to items listed in the Equipment budget category specified in Section IV. I. of this contract will require an approved Budget Revision before making the change. A fiscal change includes a change in the cost of the equipment and/or property, and any cost necessary to put the item into service, including, but not limited to, the cost of any modifications, attachments, accessories, or auxiliary apparatus necessary to make the item usable for the purpose for which it is acquired. Ancillary charges such as taxes, duty, protective in-transit insurance, freight, and installation should be included in or excluded from the expenditure cost in accordance with the Subrecipient's regular accounting practices and Generally Accepted Accounting Practices (GAAP). TSLAC will not advise Subrecipient on ancillary charges. B. The Subrecipient will comply with UGMS Part III, Subpart C, Sec. 32 (d)(3) requiring certain items of equipment to be maintained on inventory if the item's cost is between $500 and $1000. C. Equipment costing $5,000 or more per unit requires approval before purchase. In those instances, TSLAC will secure approval from IMLS on behalf of the Subrecipient and inform Subrecipient of approval once received. D. Subrecipient must furnish a statement to TSLAC certifYing the governing entity's capitalization level with the signed grant contract. Subrecipient agrees to maintain records on all equipment/property with an acquisition cost above governing entity's capitalization level. E. Subject to the obligations and conditions set forth in UGMS, title to equipment acquired under a grant will vest in the Subrecipient upon acquisition. Subrecipient must include any equipment/property acquired with grant funds in the required biennial property inventory and follow the UGMS requirement that the Subrecipient reconcile the equipment/property records with a physical inventory of the equipment/property every two years. This biennial inventory does not need to be submitted to TSLAC but must be maintained by the Subrecipient and will be subject to review and/or audit by TSLAC. When property is vested in the Subrecipient, Subrecipient will dispose of equipment/property in accordance with UGMS. When the Subrecipient has been given federally or state-owned equipment/property, Subrecipient will follow the guidance as set forth in UGMS. VII. REPORTING REQUIREMENTS The State Legislature has charged TSLAC with submitting performance measurement reports that specifY the level of services provided by its programs and services. In accepting these grant funds, the Subrecipient acknowledges responsibility for performing certain services on behalf of TSLAC, as outlined in the approved grant application. Therefore, the Subrecipient is responsible for submitting periodic reports that reflect the Subrecipient's level of performance on these services to TSLAC. To comply with these requirements, the Subrecipient agrees to submit reports that are timely, accurate, auditable, and consistent with defmitions. A. The Subrecipient agrees to develop or revise, as necessary, any specific written documentation of its current procedures for (1) collecting and reporting performance measures; (2) conducting a fixed asset inventory; and/or, (3) any other issues identified in the Subrecipient's grant activities or internal audit. Drafts of this procedural documentation will be submitted to TSLAC by dates established mutually between TSLAC and Subrecipient. TSLAC will provide review and guidance to enable final versions to be approved on or before established deadlines. B. The Subrecipient agrees to submit quarterly performance reports detailing grant-funded activities via TSLAC's GMS on or before due dates listed in the following schedule. In the event that a due date falls on a weekend or state holiday, the respective report will be due on the next business day. Subrecipient agrees to submit Legislative Budget Board (LBB) measures, as defined by TSLAC, in the reports, and to work with agency staff in the development and reporting of Project outcomes. LBB measures may include the numbers of: a) books and other materials purchased with grant funds; b) persons provided grant-sponsored services; and/or c) library stafftrained or assisted in order to carry out the grant-funded activities. SFY 2021 TexTreasures Grant -TXT-21007 2 of6 TSLAC 388 Reporting Period Q1 (September l, 2020-November 30, 2020) Q2 (December 1, 2020-February 28, 2021) Q3 (March 1, 2021-May 31, 2021) Q4 (June 1, 2021-August31, 2021) Due Date December 7, 2020 March 7, 2021 June 7, 2021 September 7, 2021 C. The Subrecipient will ensure that all fiscal reports or vouchers requesting payment under this agreement will include a certification, signed by an official who is authorized to legally bind the Subrecipient, that the reports are true, complete, and accurate, and the expenditures, disbursements, and cash receipts are for the purposes and objectives set forth in the terms and conditions of the award. The Subrecipient acknowledges that any false, fictitious, or fraudulent information, or the omission of any material fact, may subject the signing official to criminal, civil or administrative penalties for fraud, false statements, false claims, or otherwise. (2 CFR §200.415(a)) D. The Subrecipient agrees to submit an audit certification form for the auditable period including August 31, 2021, to TSLAC no later than December 31, 2021, or other deadline as specified by TSLAC. E. If a single audit is required, the Subrecipient will comply with the Supercircular (2 CFR §200.5 12 Report Submission). The audit shall be completed and the required data collection form submitted to the Federal Audit Clearinghouse (FAC) within the earlier of 3 0 days after receipt of the auditor's report(s ), or nine months after the end of the audit period, unless a longer period is agreed to in advance by the state agency that provided the funding or a different period is specified in a program-specific audit guide. F. TSLAC reserves the right to withhold final payment on this Grant until all required reports and forms are received. VITI. GENERAL TERMS AND CONDITIONS A. The Subrecipient will comply with the TexTreasures Grant Program Guidelines for SFY 2020. B. The Subrecipient will comply with the Rules for Administering the TexTreasures Grant, Texas Administrative Code (TAC), Title 13, Part 1, Chapter 2, Subchapter C, Division 5, Rules 2.510-2.512; and Title 13, Part l, Chapter 2, Subchapter C, Division 1, Rules 2.110-2.119 regarding General Grant Guidelines. C. The Subrecipient will comply with all applicable federal and state laws and any other requirements relevant to the performance of Subrecipient under this contract, including the following rules and guidance as applicable: 1. Texas Uniform Grants Management Standards (UGMS) (https:/lcomptroller.texas.govlpurchasing!docs!ugms.pdj); and 2. Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (2 CFR §200 and §3187 (Supercircular)) (https:l/federalregister.gov/a/2013-30465). D. The Subrecipient may copyright any work that is subject to copyright and was developed, or for which ownership was acquired, under a Federal award. Subrecipient understands that IMLS and TSLAC reserve a royalty-free, nonexclusive and irrevocable right to reproduce, publish or otherwise use the work for Federal or state government purposes, and to authorize others to do so. (2 CFR §200.315) E. All publicity relating to the grant award must include acknowledgment of the Institute of Museum and Library Services (www.imls.gov/recipients!imls_acknowledgement.aspx) and the Texas State Library and Archives Commission. Publicity includes, but is not limited to press releases, media events, public events, displays in the benefiting library, announcements on the Subrecipient's website, and materials distributed through the grant project. The Subrecipient will provide TSLAC with one set of all public relations materials produced under this grant with the fmal quarterly performance report. F. Subrecipients will comply with all Federal statutes relating to nondiscrimination. These include but are not limited to: (a) Title VI of the Civil Rights Act of 1964 (P.L. 88-352) that prohibits discrimination on the basis of race, color, or national origin; (b) Title IX of the Education Amendments of 1972, as amended (20 U.S.C. §§1681-1683, and §§1685-1686), that prohibits discrimination on the basis of sex; (c) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S. C. §794), that prohibits discrimination on the basis of disability and the Americans With Disabilities Act of 1990; (d) the Age Discrimination Act of 1974, as amended (42 U.S.C. §§6101-6107), that prohibits discrimination on the basis of age; (e) the Drug Abuse Office and Treatment Act of 1972 (P.L. 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; (f) the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 91-616), as amended, relating to the nondiscrimination on the basis of alcohol abuse or alcoholism; (g) §523 and §527 of the Public Health Service Act of 1912 (42 U.S.C. §290 dd-3 and §290 ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; (h) Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or fmancing of housing; (i) any other nondiscrimination provisions in the specific statute(s) under which application for Federal assistance is being made; and (j) the requirements of any other nondiscrimination statute( s) that may apply to the application. G. Subrecipient understands that acceptance of funds under this contract acts as acceptance of the authority of duly authorized representatives of TSLAC, IMLS, the Comptroller General of the United States, and the Texas State Auditor's Office, or any successor agencies, to conduct an audit or investigation in connection with those funds. Subrecipient further agrees to cooperate fully with said representatives in the conduct of the audit or investigation and agrees to provide access to all books, documents, papers, examinations, excerpts, transcripts, copies, and any other records necessary to conduct the audit and/or investigation. Subrecipient will ensure that this clause concerning the authority to audit funds received indirectly by subcontractors through Subrecipient, and the requirement to cooperate, is included in the contract for any sub-grant awarded. SFY 2021 TexTreasures Grant-TXT-21 007 3 of6 TSLAC 389 H. The Subrecipient, if a private entity, will comply with Federal law pertaining to trafficklng in persons. Subrecipient and its employees may not: I. Engage in severe forms of trafficking in persons during the period of time that the award is in effect; 2. Procure a commercial sex act during the period of time that the award is in effect; or 3. Use forced labor in the performance of the award or subawards under the award. I. The Subrecipient agrees to maintain all fmancial and programmatic records, supporting documents, statistical records, and other records relating to this grant award for three years after the last State Program Report for the Texas LSTA 5-Year Plan 2018-2022 is submitted (anticipated date of submission is December 31, 2023). This means the Subrecipient must maintain all grant- related records through December 31, 2026. In addition, Subrecipients that operate as state agencies must comply with Texas Government Code, §441.1855, relating to state agency contracting and the retention of all contract-related documents. In the event the Sub recipient or receiving entity ceases to exist, the Subrecipient will notify TSLAC in writing providing the name of the legal entity that will maintain the records and the location ofthe records. J. This grant may be terminated by written notice and mutual agreement of both parties. The termination notice must be given no less than 30 days prior to the termination date. Where notice of termination is given, the Subrecipient shall: 1. Take immediate steps to bring the work or grant activities to a close in a prompt and orderly marmer. Subrecipient will complete reporting requirements outlined in Section VII of this document and in a manner mutually agreed upon by both parties as part of the closeout process. 2. Reduce expenses to a minimum and not undertake any forward commitment. All contracted funds that are not spent, encumbered or obligated at the time of notice of termination shall revert back to TSLAC according to processes established in Section IV.H. of this document and according to a timeline mutually agreed upon by both parties. K. Loss of all of Subrecipient' s staff prior to the end of the grant period or the termination date, whichever is earlier, does not relieve the Subrecipient of its obi igation to fulfill all terms and conditions of the grant with regard to reporting requirements, retention of records and requirements for disposition of equipment and supplies. L. The parties agree that no provision of this contract is in any way intended to constitute a waiver by TSLAC or the State of Texas of any immunities from suit or from liability that TSLAC or the State of Texas may have by operation of law. IX. ENFORCEMENT A. Remedies for noncompliance. If a Subrecipient materially fails to comply with any term of the contract, whether stated in a state or federal statute or regulation, an assurance in a state plan or application, a notice of award, or elsewhere, TSLAC may take one or more of the following actions or impose other sanctions as appropriate in the circumstances: 1. Temporarily withhold cash payments pending correction of the deficiency by the Subrecipient, or more severe enforcement action by TSLAC; 2. Disallow (that is, deny both use of funds and matching credit for) all or part of the cost of the activity or action not in compliance; 3. Wholly or partly suspend or terminate the current contract for the Subrecipient's program; 4. Withhold further awards for the program; or 5. Take other remedies that may be legally available. B. Hearings, appeals. In taking an enforcement action, TSLAC will provide the Subrecipient an opportunity for such hearing, appeal, or other administrative proceeding to which the Subrecipient is entitled under any statute or regulation applicable to the action involved. AppeaVprotest procedures are outlined in the Texas Administrative Code (TAC), Title 13, Part 1, Chapter 2, Subchapter A, Rule 2.55. C. Effects of suspension and termination. Costs to Subrecipient resulting from obligations incurred by the Subrecipient during a suspension or after termination of an award are not allowable unless TSLAC expressly authorizes th= in writing. Other Subrecipient costs incurred during suspension or after termination that are necessary and not reasonably avoidable are allowable if: 1. The costs relate to obligations that were properly incurred by the Subrecipient before the effective date of suspension or termination and were not incurred in anticipation of suspension or termination, and, in the case of a termination, the costs are noncancelable; and, 2. The costs would be allowable if the award were not suspended or expired normally at the end of the funding period in which the termination takes effect. D. Relationship to Debarment and Suspension -The enforcement remedies identified in this section, including suspension and termination, do not preclude Subrecipient from being subject to "Debarment and Suspension" under Executive Order 12549 (UGMS, Part III, Subpart C, Sec. 35) and state law. SFY 2021 TexTreasures Grant~ TXT-21007 4 of6 TSLAC 390 X. CONTACTS AT TSLAC Questions or concerns about programmatic issues. budget and/or program revisions, performance reports. and equipment/property should be directed to: Bethany Wilson, Grants Administrator Phone: 512-463-5527 I Fax: 512-936-2306 E-mail: bwilson@tsl.texas.gov Questions or documentation relating to requests for funds, payments, and financial status should be directed to: Arturo Villareal, Grants Accountant Phone: 512-463-5472 /Fax: 512-475-0185 E-mail: grants.accounting@tsl.texas.gov Questions or concerns about advance payments and other financial issues should be directed to: Rebecca Cannon, Manager, Accounting and Grants Phone: 512-463-6626/Fax: 512-475-0185 E-mail: rcannon@tsl.texas.gov Payments from Subrecipient to TSLAC, such as refunds or those for excess advanced funds or for interest earned on advanced funds, should be mailed to the following address with an explanation of the purpose of the payment and the grant number: Grants Accountant Accounting and Grants Department Texas State Library and Archives Commission PO Box 12516 Austin, TX 78711 -25 16 XI. APPLICABLE AND GOVERNING LAW A. The laws of the State of Texas shall govern this grant. B. All duties of either party shall be legally performable in Texas. The applicable law for any legal disputes arising out of this contract shall be the law of (and all actions hereunder shall be brought in) the State of Texas, and the forum and venue for such disputes shall be Travis County, District Court. C. This grant contract is subject to the availability of funds. TSLAC may reduce or terminate this grant contract when the availability of funding is reduced or eliminated. XII. GRANT CERTIFICATIONS A. TSLAC certifies that: (I) the services specified in the approved grant application and this contract are necessary and essential for activities that are properly within the statutory functions and programs of the affected organizations; (2) the services, supplies or materials contracted for are not required by Section 21 of Article 16 of the Constitution of Texas to be supplied under contract given to the lowest bidder; and, (3) the grant is in compliance with Texas Government Code §441.006, Texas Government Code §441.135; Texas Administrative Code, Title 13, Part l, Chapter 2, Subchapter C, Division 5, Rules 2.51G-2.512 regarding the TexTreasures Grant Program; Texas Administrative Code, Title 13, Part I, Chapter 2, Subchapter C, Division l, Rules 2.11Q- 2.119 regarding General Grant Guidelines; the Library Services and Technology Act (LSTA); the State Plan for the LSTA in Texas; and UGMS. B. The Subrecipient certifies that all costs included in this grant award are properly allocable to federal awards on the basis of a beneficial or causal relationship between the expenses incurred and the agreements to which they are allocated in accordance with applicable requirements. C. The Subrecipient certifies that the same costs that have been treated as indirect costs have not been claimed as direct costs. Similar types of costs have been accounted for consistently, and the negotiating agency will be notified of any accounting changes that would affect the predetermined rate. D. The Subrecipient certifies by this contract that no Federal appropriated funds have been paid or will be paid, by or on behalf of the Subrecipient, 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 the making of any Federal grant, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal grant or cooperative agreement. If any funds other than Federal appropriated funds have been paid or will be paid for such purpose, the Subrecipient shall complete and submit OMB form SF-LLL, Disclosure of Lobbying Activities, in accordance with its instructions. The Subrecipient shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subgrants, contracts under grants and cooperative agreements, and subcontracts) and that all subrecipients shall certifY and disclose accordingly, as specified in 31 U.S.C. § 1352. E. Subrecipient has provided to TSLAC the mandatory Internet Safety Certification (Certification) that it is in compliance with requirements of the Children's Internet Protection Act (ClPA) for any Federal funds IIDder this grant that will be used to purchase computers used to access the Internet or pay for the direct costs of accessing the Internet. Subrecipient agrees to collect, as required and appropriate, Certification forms from all libraries receiving benefits of Federal funds expended under this contract. F. Subrecipient certifies that neither subrecipient nor any of its principals (a) are presently excluded or disqualified; (b) have been convicted within the preceding three years of any of the offenses listed in 2 CFR § 180.800(a) or had a civil judgment rendered against it or them for one of those offenses within that time period; (c) are presently indicted for or otherwise criminally or SFY 2021 TexTreasures Grant -TXT-21007 5 of6 TSLAC 391 civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses listed in 2 CFR §180.800(a); or (d) have had one or more public transactions (Federal, State, or local) terminated within the preceding three years for cause or default. Where the Subrecipient is unable to certify to any of the statements in this certification, the Subrecipient shall attach an explanation to these Certifications. G. The Subrecipient certifies all applicable activities related to this grant will be in compliance with the Copyright Law of the United States (Title 17, U.S. Code). H. [n addition to Federal requirements, state law requires a number of assurances from applicants for Federal pass-through or other state-appropriated funds. (UGMS Part III, Subpart B , Sec. 14 -State Assurances) Xill. SIGNATURES The undersigned hereby execute this contract. TSLAC Texas State Library and Archives Commission Mark Smith, Director and Librarian Date ..... Donna OSborne;-Chief +'inancial Qffi~r _ _ _ 08/25/2020 08/25/2020 Date Bethany Wilson, Grants Administrator 08/25/2020 Date SFY 2021 TexTreasuresGrant-TXT-21007 6 oJ SUBRECIPIENT City of Denton Todd Hileman, City Manager Date Rosa Rios, City Secretary Date THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. "ibraries -Denton Public Library 9/17/2020 Date APPROVED AS TO LEGAL FORM : AARON LEAL, CllY ATIORNEY BY· __/) T<O~~ Date f 1 .c 392 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-1995,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,a Texas home-rule municipal corporation,authorizing the City Manager to execute a Professional Services Agreement with Peak Program Value,LLC,a Colorado Limited Liability Company,for program management services for the construction phase of the Public Safety Buildings (Police Headquarters,Police Substation,and Firing Range)and additional services for new or renovations of City buildings as set forth in the contract;providing for the expenditure of funds therefor;and providing an effective date (RFQ 7425 -Professional Services Agreement for Program Management Services awarded to Peak Program Value,LLC,for one (1)year,with the option for two (2)additional one (1)year extensions,in the total three (3)year term;approval of Task Order #1 for construction phase services for the Public Safety Buildings in a not to exceed amount of $696,074). City of Denton Printed on 10/9/2020Page 1 of 1 powered by Legistar™393 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance ACM: David Gaines DATE: October 13, 2020 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a Professional Services Agreement with Peak Program Value, LLC, a Colorado Limited Liability Company, for program management services for the construction phase of the Public Safety Buildings (Police Headquarters, Police Substation, and Firing Range) and additional services for new or renovations of City buildings as set forth in the contract; providing for the expenditure of funds therefor; and providing an effective date (RFQ 7425 – Professional Services Agreement for Program Management Services awarded to Peak Program Value, LLC, for one (1) year, with the option for two (2) additional one (1) year extensions, in the total three (3) year term; approval of Task Order #1 for construction phase services for the Public Safety Buildings in a not to exceed amount of $696,074). INFORMATION /BACKGROUND Peak Program Value, LLC (PPV) has been providing program management services (i.e. cost control, schedule management, and “best value” strategies) for the preconstruction/construction phases of the Development Services Building (Daybreak) and the preconstruction phase of the Public Safety Buildings (Police Headquarters, Police Substation, and Firing Range) projects for over a year. These services are provided under a Professional Services Agreement that expires on September 30, 2020. Under this new agreement, PPV will provide construction phase program management services for the Public Safety Buildings projects, in a not-to-exceed amount of $696,074. In addition, PPV services are anticipated for other City building projects, including but not limited to the Homeless Day/Night Center (Loop 288), Service Center, and City Hall West. These services will be provided through negotiated not- to-exceed amounts funded through each building budgets. RFQ 7425 – Task Order #1 is included herein and is for the construction phase program management services for the Public Safety Buildings projects. This will include services to compete the construction of the Police Headquarters, Police Substation, and Firing Range in a not-to-exceed amount of $696,074. Request for Qualifications (RFQ) for professional program management services was sent to 188 prospective firms for these services. In addition, the RFQ was placed on the Materials Management website for prospective respondents to download and advertised in the local newspaper. Seven (7) statement of qualifications (SOQ) were received. The SOQs were evaluated based on published criteria including relevant experience of the firm, relevant experience of the project managers, consulting approach and budget controls and savings. Based upon this evaluation, the recommended award is to Peak Program Value, LLC, and is determined to be the most qualified firm for the City. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 394 NIGP Code Used for Solicitation: 958 - (Service Only) - Management Services Notifications sent for Solicitation sent in IonWave: 188 Number of Suppliers that viewed Solicitation in IonWave: 42 HUB-Historically Underutilized Business Invitations sent out: 8 SBE-Small Business Enterprise Invitations sent out: 72 Responses from Solicitation: 7 PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On June 26, 2020, the City Council awarded a contract to Peak Program Value, LLC, for program management services throughout the Construction Management at Risk for the Development Services Building (Daybreak) renovation, and the preconstruction phase of the Public Safety Buildings (Police Headquarters, Police Substation and Firing Range), in a not-to-exceed amount of $267,105. RECOMMENDATION Award a contract with Peak Program Value, LLC, for Program Management Services, for one (1) year, with the option for two (2) additional one (1) year extensions, in the total three (3) year term and approval of RFQ 7425 – Task Order #1 in a not to exceed amount of $696,074. PRINCIPAL PLACE OF BUSINESS Peak Program Value, LLC Boulder, CO ESTIMATED SCHEDULE OF PROJECT This is an initial one (1) year contract with options to extend the contract for two (2) additional one (1) year periods, with all terms and conditions remaining the same. FISCAL INFORMATION These services will be funded from General Obligation and Certificate of Obligation funds dedicated to facility projects. Future services for additional building projects will be funded through the specific project budgets on an as needed and not-to-exceed basis. 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: Scott Gray, 940-349-7744. Legal point of contact: Mack Reinwand at 940-349-8333. 395 Peak Program Value, LLC Smith Secman Reid, Inc. Vanir Construction Management Freese and Nichols, Inc. Hill International, Inc. Foster CM Group, Inc. Vidaurri Management Group Boulder, CO Dallas, TX Houston, TX Fort Worth, TX Irving, TX San Antonio, TX Fort Worth, TX Item #Standard Criteria 1 Relevant Experience of the Firm - 30%24 22 24 24 22 20 18 2 Relevant Experience of the Project Managers - 25%16.7 16.7 18.3 16.7 18.3 16.7 16.7 3 Consulting Approach - 30%22 22 22 18 16 18 14 4 Budget Controls and Savings - 15%12 13 6 8 9 8 9 74.7 73.7 70.3 66.7 65.3 62.7 57.7 Principal Place of Business (City and State): Exhibit 2 RFQ 7425 - Evaluation Sheet for Program Management Services Total: Respondent's Business Name: 396 397 ORDINANCE NO. __________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH PEAK PROGRAM VALUE, LLC, A COLORADO LIMITED LIABILITY COMPANY, FOR PROGRAM MANAGEMENT SERVICES FOR THE CONSTRUCTION PHASE OF THE PUBLIC SAFETY BUILDINGS (POLICE HEADQUARTERS, POLICE SUBSTATION, AND FIRING RANGE) AND ADDITIONAL SERVICES FOR NEW OR RENOVATIONS OF CITY BUILDINGS AS SET FORTH IN THE CONTRACT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFQ 7425 – PROFESSIONAL SERVICES AGREEMENT FOR PROGRAM MANAGEMENT SERVICES AWARDED TO PEAK PROGRAM VALUE, LLC, FOR ONE (1) YEAR, WITH THE OPTION FOR TWO (2) ADDITIONAL ONE (1) YEAR EXTENSIONS, IN THE TOTAL THREE (3) YEAR TERM; APPROVAL OF TASK ORDER #1 FOR CONSTRUCTION PHASE SERVICES FOR THE PUBLIC SAFETY BUILDINGS IN A NOT TO EXCEED AMOUNT OF $696,074). WHEREAS, Peak Program Value, LLC., the professional services provider (the “Provider”) set forth in this ordinance is being selected as the most highly qualified on the basis of its demonstrated competence and qualifications to perform the proposed professional services; and WHEREAS, the fees under the proposed contract are fair and reasonable and are consistent with and not higher than the recommended practices and fees published by the professional associations applicable to the Provider’s profession and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager is authorized to enter into a professional service contract with Peak Program Value, LLC, for program management services for the construction phase of the Public Safety Buildings (Police Headquarters, Police Substation, and Firing Range) and additional services for new or renovations of City buildings. SECTION 2. The City Manager is authorized to expend funds as required by the attached contract. SECTION 3. The City Council of the City of Denton, Texas, expressly delegates to the City Manager or his designee the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance for program management services for the construction phase of the Public Safety Buildings (Police Headquarters, Police Substation, and Firing Range) and additional services for new or renovations of City buildings. SECTION 4. The findings in the preamble of this ordinance are incorporated herein by reference. 398 SECTION 5. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by __________________________ and seconded by _________________________________, the ordinance was passed and approved by the following vote [___ - ___]: 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 399 400 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: E2991B3E-19E7-4F55-A3F1-9382AD0A1224 Christa Christian Not Applicable RFP 7425 Program Management 401 City of Denton, Texas Contract 7425 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 1 of 12 PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES FILE 7425 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 Peak Program Value, LLC, with its corporate office at 4450 Arapahoe, Suite 100, Boulder Colorado 80303, 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 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, the ability to assist the City with recommendations for project delivery, procurement validating programming results, tacking budgets, providing cash‐flow projections to city staff as required, preparing cost estimates and any bond preparation and/or master Plan & Schedule, value engineering and change order reviews, negotiating and validating construction cost/cost of work, monitoring schedules; overseeing quality of all aspects of the project; communication with the project team; coordinating all issues, documentation, minutes, action items, and approvals to move the projects through all the various phases; providing direct interface with end‐users and other stakeholders as required; briefing officials, Council, Boards, Commissions, ad‐hoc committees, as described in Exhibit A, which is on file at the purchasing office and incorporated herein (the “Project”). DocuSign Envelope ID: E2991B3E-19E7-4F55-A3F1-9382AD0A1224 402 City of Denton, Texas Contract 7425 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 2 of 12 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 RFQ 7425 – Program Management Services, which is on file at 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, and task orders agreed to in writing by OWNER and CONSULTANT after the execution of this Agreement 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, as either lump sum(s) or per the hourly 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. DocuSign Envelope ID: E2991B3E-19E7-4F55-A3F1-9382AD0A1224 403 City of Denton, Texas Contract 7425 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 3 of 12 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. G. Providing services not shown or otherwise excluded in Exhibit A. 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 one (1) year with the option for two (2) additional one (1) year extensions, in the total three (3) year term, acceptance by an authorized representative of the OWNER, exhaustion of authorized funds as provided in Article V.B, 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 a percentage complete of the lump sums shown for each service item 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 $696,074. 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 DocuSign Envelope ID: E2991B3E-19E7-4F55-A3F1-9382AD0A1224 404 City of Denton, Texas Contract 7425 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 4 of 12 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 the City of Denton City Council approve an amendment to this Agreement to provide for such work. The CONSULTANT shall not proceed to perform the services listed in Article III “Additional Services,” without obtaining prior written authorization from the OWNER. C. ADDITIONAL SERVICES: For additional services authorized in writing by the OWNER in Article III, the CONSULTANT shall be paid based on the Schedule of Charges at either lump sum(s) or the hourly rates 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 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. DocuSign Envelope ID: E2991B3E-19E7-4F55-A3F1-9382AD0A1224 405 City of Denton, Texas Contract 7425 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 5 of 12 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, who is granted a limited license by the CONSULTANT as intended. The CONSULTANT is entitled to retain the intellectual property rights, as well as 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. 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 DocuSign Envelope ID: E2991B3E-19E7-4F55-A3F1-9382AD0A1224 406 City of Denton, Texas Contract 7425 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 6 of 12 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. 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 work; nor shall such approval be deemed to be an assumption of such responsibility by the OWNER for any defect in the work prepared by the CONSULTANT, its employees, subcontractors, agents, and consultants. ARTICLE XIII NOTICES DocuSign Envelope ID: E2991B3E-19E7-4F55-A3F1-9382AD0A1224 407 City of Denton, Texas Contract 7425 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 7 of 12 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: Peak Program Value, LLC City of Denton Chris Squadra Purchasing Manager –File 7425 4450 Arapahoe, Suite 100 901B Texas Street Boulder Colorado 80303 Denton, Texas 76201 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days’ mailing. ARTICLE XIV ENTIRE AGREEMENT This Agreement and related exhibits constitute the complete and final expression of this Agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE XV SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. ARTICLE XVI COMPLIANCE WITH LAWS The CONSULTANT shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as those laws may now read or hereinafter be amended. ARTICLE XVII DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, sexual orientation, national origin or ancestry, age, or physical handicap. DocuSign Envelope ID: E2991B3E-19E7-4F55-A3F1-9382AD0A1224 408 City of Denton, Texas Contract 7425 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 8 of 12 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, 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 - RFQ 7425 – Program Management Services (on file at the purchasing office) Exhibit B – Consultant’s Scope of Services Offer and Project Schedule 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, DocuSign Envelope ID: E2991B3E-19E7-4F55-A3F1-9382AD0A1224 409 City of Denton, Texas Contract 7425 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 9 of 12 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 as determined by the CONSULTANT to best provide the services to the City for each project. However, nothing herein shall limit CONSULTANT from using other equally qualified and competent members of its firm to perform the services required herein. D. CONSULTANT shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof. In accomplishing the projects, CONSULTANT shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the OWNER. E. The OWNER shall assist the CONSULTANT by placing at the CONSULTANT’s disposal all available information pertinent to the Project, including previous reports, any other data relative to the Project, and arranging for the access thereto, and make all provisions for the CONSULTANT to enter in or upon public and private property as required for the CONSULTANT to perform services under this Agreement. F. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. G. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. ARTICLE XXII INDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an independent contractor, not as an employee of the OWNER. CONSULTANT shall not have or claim any right arising from employee status. DocuSign Envelope ID: E2991B3E-19E7-4F55-A3F1-9382AD0A1224 410 City of Denton, Texas Contract 7425 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 10 of 12 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. 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 DocuSign Envelope ID: E2991B3E-19E7-4F55-A3F1-9382AD0A1224 411 City of Denton, Texas Contract 7425 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 11 of 12 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 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: _______________________________ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ _Scott Gray______ SIGNATURE PRINTED NAME _Director of Facilities, and CIP________ TITLE __Facilities Administration___________ DEPARTMENT DocuSign Envelope ID: E2991B3E-19E7-4F55-A3F1-9382AD0A1224 412 City of Denton, Texas Contract 7425 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 12 of 12 PEAK PROGRAM VALUE, LLC “CONSULTANT” __________________________________ BY: Chris Squadra ITS: Partner __________________________________ TEXAS ETHICS COMMISSION CERTIFICATE NUMBER APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: ____________________________ DocuSign Envelope ID: E2991B3E-19E7-4F55-A3F1-9382AD0A1224 2020-673213 413 City & Consultant PSA 7425 - Exhibit B.1 - Task Order 01.A Project Controls Scope of Services & Fees - PD HQ Reno + Substation + Firing Range Updated 23 SEP 2020 Printed on 9/23/2020 at 4:28 PM Service Item #Description Fees + Expenses 1.A Construction A. One Time Tasks - Set Up Project Controls & Information Management Systems Included Concurrent w/1.B Below 1.0 Cost Management Options Review ✔585 2.0 Schedule Management Options Review ✔585 3.0 Information Management Options Review ✔585 4.0 Set Up the Chosen Systems, Processes & Tools for Tracking:✔12,895 .1 Budgets Against Commitments ✔ .2 Proposed Change Orders ✔ .3 Pending Commitments ✔ .4 CM/GC, Design Team, and Consultant Contract Changes ✔ .5 Contingency Use Log(s)✔ .6 Commitments vs. Budget ✔ .7 Payments vs. Commitments ✔ 5.0 Set Up Buyout Savings Tracking Process with CMAR ✔755 6.0 Set Up the Allowances & Furnishings/Equipment Budget Tracking System ✔1,510 7.0 Review Project Controls Systems with Team ✔410 8.0 Project Controls Systems Training for Architect & Owner Team ✔1,435 Subtotal: One Time Tasks - Set Up Project Controls & Information Management Systems 18,760 B. Ongoing Project Control Services - Cost, Schedule & Information Management Included 1.0 Ongoing Cost Management ✔ 2.0 Ongoing Schedule Management ✔ 3.0 Ongoing Information Management ✔ 4.0 Meetings During Construction: .1 Project Executive Monthly .2 Senior Project Manager N/A .3 Project Manager 4X per Month .4 Assistant PM N/A 5.0 Review Project Status & Interview Team Members ✔ 6.0 Read Weekly Meeting Minutes & Status Logs ✔ 7.0 Reporting to Owner 4X per Month 8.0 Review Applications for Payment Monthly:✔ .1 Note Compliance with the Contract and Standards of the Industry ✔ .2 Compare Scheduled/Completed Work vs. Amount Billed ✔ .3 Review Appropriateness of Contingency Reallocations ✔ .4 Validate Proper Documentation of Expenditures ✔ .5 Track Use of Allowances ✔ .6 Track Invoices for Furnishings & Equipment ✔ .7 Confirm Buyout Savings Status ✔ 9.0 Update Owner's Budget ✔ 10.0 Maintain and Update Project Budget Tracking System ✔ 11.0 Publish Monthly Reports wExecutive Summary + Detailed Findings ✔ 12.0 Establish Schedule Tracking Procedures ✔ 13.0 Validate CM/GC’s Proposed Change Requests (up to a Max of 5.0% of GC’s Contract Amount)✔ (5.0% CO Max is Calculated on Contract without City's Owner's Contingency Line Included)✔ (Evaluating & Negotiating COs Above this 5.0% Amount Is An Additional Service)✔ 14.0 Validate Project Turnover, Start-up, Owner Move-in, and Closeout Procedures ✔ Duration of Services = CMAR's Contract Schedule; Extensions Calc'd at Monthly Rate Below ✔ Subtotal: Ongoing Project Control Services - Cost, Schedule & Information Management 16 Months 29,678 /MO 474,848 Total Fees for Construction Project Controls Services (w/o Reimbursable Expenses)493,608 Reimbursable Expenses (Billed at Actual Cost; Assumes 16 Months)22,866 Total - Construction Services Fees + Reimbursables 516,474 w/Above 200923 CoD-PPV Project Controls PSA 7425 - DPSB & DDSC Program Mgmnt Services REV 05.00 to CoD (LH)Page 1 of 2 © 2020 Peak Program Value, LLC All Rights Reserved DocuSign Envelope ID: E2991B3E-19E7-4F55-A3F1-9382AD0A1224 414 City & Consultant PSA 7425 - Exhibit B.1 - Task Order 01.A Project Controls Scope of Services & Fees - PD HQ Reno + Substation + Firing Range Updated 23 SEP 2020 Printed on 9/23/2020 at 4:28 PM Service Item #Description Fees + Expenses C. Task Order # 01.A Assumes Services Below Provided Outside this Task Order 1.0 Safety Plan and Logistics Coordination Excluded Excluded 2.0 Project Management Team Leader Excluded Excluded 3.0 Quality Management Excluded Excluded 4.0 Management of Project Turnover, Start-up, and Owner Move-in Excluded Excluded 5.0 Management of Project Closeout Excluded Excluded 6.0 Services During Construction Excluded Excluded 7.0 Services Not Checked in Sections Above Excluded Excluded 200923 CoD-PPV Project Controls PSA 7425 - DPSB & DDSC Program Mgmnt Services REV 05.00 to CoD (LH)Page 2 of 2 © 2020 Peak Program Value, LLC All Rights Reserved DocuSign Envelope ID: E2991B3E-19E7-4F55-A3F1-9382AD0A1224 415 City & Consultant PSA 7425 - Exhibit B.1 - Task Order 1.B City Project Support - Scope of Services & Fees - PD HQ Reno + Substation + Firing Range Updated 23 SEP 2020 Printed on 9/23/2020 at 4:27 PM Service Item #Description Fees + Expenses 01.B Construction A.Page #Section City Stakeholder Management 16 Months 1,865 /MO 29,840 1.0 2 IV. Provide Direct Interface with End‐users and Other Stakeholders as Required ✔ 2.0 2 IV.1 Maintain a Single Point of Project Contact for the City Team ✔ 3.0 Provide Briefings of Officials, Council, Boards, Commissions, & Ad‐hoc Committees ✔ 4.0 Plan, Coordinate & Lead Project Update Meetings & Status Report Distribution for Above ✔ 5.0 IV.2.E Provide a Public Communication Plan for Neighborhoods & Community‐wide Citizens ✔ 6.0 4 IV.4.D Assist Staff in Coordination of Ground‐breaking, Announcements & Press Conferences ✔ 7.0 4 IV.4.E Coordinate Design, Approval & Placement of Project Signage ✔ 7.0 14 A.33 Serve as the City's Point of Contact during Construction ✔ 8.0 14 A.33 Conduct Construction Update Meetings at Construction Sites ✔ B. Page Section Quality Management 16 Months 8,410 /MO 134,560 1.0 IV.10.J Coordinate Project Close Out, including Obtaining Final As‐Built Plans from Contractor ✔ 2.0 Monitor Construction Progress ✔ 3.0 Advise the City of Any Observations of Non‐Conforming Work or Other Quality Concerns ✔ 4.0 Manage the Geotechnical Investigations and Develop Contracts for Geotechnical Firms ✔ 5.0 Review Results from Geotechnical Investigations ✔ 6.0 A.34 Review Contractor's Quality Control Plan ✔ 7.0 A.35.a Provide Oversight of City's Quality Assurance Plan ✔ 8.0 Review Submittals Prepared by the Contractor & Processed by the Design Team ✔ 9.0 Coordinate City Staff Review of Submittals Where Required ✔ 10.0 Coordinate City Vendors, to Include Security, Data, Telecom, & Move Management ✔ 11.0 Coordinate Furnishings Installation (Furnishings Procurement by Others)✔ 12.0 Coordinate City's Architect's Site Visits & Facilty's Punchlist Distribution/Tracking ✔ 13.0 Monitor Contractor's Completion of Punchlist Items & Architect's Confirmation of Same ✔ 14.0 Coordinate City's Commissioning Consultant's Site Visits & Review Reports ✔ 15.0 Monitor Contractor's Compliance w/Commissioning Consultant's Findings & Final Cx Report ✔ 16.0 A.45 Coordinate Turnover of Closeout Documention & Project Information Management System ✔ 17.0 A.50 Coordinate City's Architect's 11 Month Warranty Site Visit & Distribution Findings ✔ ✔ C. Page Section Support Services for Other City Project Management Responsibilities 1.0 12 A.9 Issue “Notices to Proceed” on Appropriate Phases ✔ 2.0 14 A.34 Coordinate TAS Consultant's Site Visit(s) & Review TAS Consultant's Findings ✔ Subtotal - Support Services for Other City Project Management Responsibilties w/Above Total Fees for City Support Services (w/o Reimbursable Expenses)164,400 Reimbursable Expenses (Billed at Actual Cost; Assumes 16 Months)15,200 Total -City Support Services Fees + Reimbursables 179,600 15 A.43 A.44 Source of Service Item in PSA Exhibit A Reference 3 IV.2.A 5 IV.13 13 A.27 14 A.37 A.40 200923 CoD-PPV Project Controls PSA 7425 - DPSB & DDSC Program Mgmnt Services REV 05.00 to CoD (LH)Page 1 of 2 © 2020 Peak Program Value, LLC All Rights Reserved DocuSign Envelope ID: E2991B3E-19E7-4F55-A3F1-9382AD0A1224 416 City & Consultant PSA 7425 - Exhibit B.1 - Task Order 1.B City Project Support - Scope of Services & Fees - PD HQ Reno + Substation + Firing Range Updated 23 SEP 2020 Printed on 9/23/2020 at 4:27 PM Service Item #Description Fees + Expenses Source of Service Item in PSA D. Task Order # 01.B Assumptions 1.0 Consultant's Services For Task Order # 01.A for this Contract (7425) Remains in Place 2.0 Design, Procurement, and Delivery of Furnishings is by Others 3.0 Design, Procurement, and Delivery of Security, Data, Telecom Equipment is by Others 4.0 Consultant Will Be Performing Onsite Observations, not Continuous or Exhaustive Inspections 5.0 Consultant Will Not be Held for Contractor's or Vendor's Nonconforming Work 6.0 Consultant is Not Responsible for Architect's or Contractor's Failure to Perform 7.0 Fees for for Architect's or Contractor's Failure to Perform, or Project Delays are Add Services 8.0 Safety Plan and Logistics Coordination Are Solely the Resonsibilty of the Contractor 9.0 Services Not Checked in Sections Above (Even if Included In PSA Exhibit A) Are Excluded 200923 CoD-PPV Project Controls PSA 7425 - DPSB & DDSC Program Mgmnt Services REV 05.00 to CoD (LH)Page 2 of 2 © 2020 Peak Program Value, LLC All Rights Reserved DocuSign Envelope ID: E2991B3E-19E7-4F55-A3F1-9382AD0A1224 417 Page 1 of 1 ▪ 4450 Arapahoe ▪ Suite 100 ▪ Boulder CO ▪ 80303 ▪ 303.503.1155 City & Consultant PSA 7245 - Exhibit B.1 - Task Order 01 Project Controls Services Schedule - PD HQ Reno + Substation + Firing Range Consultant’s Construction Services Schedule Notice to Proceed with Construction to CMAR 14 JAN 2021 Substantial Completion Final Acceptance Police Department Headquarters Renovation 22 MAR 2022 19 APR 2022 New Substation 22 MAR 2022 19 APR 2022 New Firing Range 27 JAN 2022 14 FEB 2022 Project Closeout done & completion of PPV’s Construction Services assumed to be 14 MAY 2021, for a total service duration of 16 months. Fees & reimbursables for extensions of services beyond 16 months will be pro-rated at the Consultant’s monthly rate. DocuSign Envelope ID: E2991B3E-19E7-4F55-A3F1-9382AD0A1224 418 PPV Hourly Rates 2020 Updated on 03 JAN 2020 Printed on 4/13/2020 at 5:24 PM Principal 240 Project Executive 210 Value Analyst 205 Value engineering, value analysis & life cycle costing Project Controls Lead/Chief Estimator 195 Senior Project Manager 190 Mechanical\Electrical\Civil Estimator 190 Senior Estimator\Project Manager 165 Project Estimator\Asst Project Manager 125 Technical Support 90 Administrative Support 75 Auditing 185 to 425 Depends on specific assignment Schedule Analyst 95 to 285 Depends on specific assignment Description $/Hr Comments Note: The above rates do not include reimbursable expenses (e.g. mileage, printing, shipping, out of town travel expenses, etc.) and are subject to escalation at 3.5% annually. Expert witness testimony at trial and/or depositions, and trial/deposition preparation is billed at a 1.5 multiplier of the above rates. 200103 PPV Hourly Rates 2020 REV 15.00 Page 1 of 1 ○ 2017 All rights reserved by Peak Program Value, LLC Exhibit B.1 - Consultant's Compensation Rate Sheet - Hourly Rates for Additional Services (which can also be provided on a lump sum basis as mutually agreed) DocuSign Envelope ID: E2991B3E-19E7-4F55-A3F1-9382AD0A1224 419 The Consultant’s attention is directed to the insurance requirements below. It is highly recommended that Consultant confer with their respective insurance carriers or brokers to determine in advance of its proposal or bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. Upon award, all insurance requirements shall become contractual obligations, which the successful Consultant 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 Consultant/Contractor, the Consultant/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 award, Consultant/Contractor shall file with the Purchasing Department satisfactory certificates of insurance, containing the proposal/bid number and title of the project. Consultant/Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Consultants/Contractors are strongly advised to make such requests prior to proposal/bid opening, since the insurance requirements may not be modified or waived after proposal/bid opening unless a written exception has been submitted with the proposal/bid. Consultant/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 or bid. 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 Consultant/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: E2991B3E-19E7-4F55-A3F1-9382AD0A1224 420  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.  Should any of the required insurance be provided under a claims-made form, Consultant/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 Consultant/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. DocuSign Envelope ID: E2991B3E-19E7-4F55-A3F1-9382AD0A1224 421 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. [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: DocuSign Envelope ID: E2991B3E-19E7-4F55-A3F1-9382AD0A1224 422  any auto, or  all owned, hired and non-owned autos. [ ] 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). [__] 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. [ ] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. [__] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. [__] 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, DocuSign Envelope ID: E2991B3E-19E7-4F55-A3F1-9382AD0A1224 423 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: E2991B3E-19E7-4F55-A3F1-9382AD0A1224 424 ATTACHMENT 1 [__] Worker's Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner-operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: DocuSign Envelope ID: E2991B3E-19E7-4F55-A3F1-9382AD0A1224 425 1) a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2) no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1) provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2) provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3) provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4) obtain from each other person with whom it contracts, and provide to the contractor: a) certificate of coverage, prior to the other person beginning work on the project; and DocuSign Envelope ID: E2991B3E-19E7-4F55-A3F1-9382AD0A1224 426 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: E2991B3E-19E7-4F55-A3F1-9382AD0A1224 427 CONFLICT OF INTEREST QUESTIONNAIRE 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. Peak Program Value, LLC 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 Christopher J. Squadra July 22, 2020 Signature of vendor doing business with the governmental entity Date x DocuSign Envelope ID: E2991B3E-19E7-4F55-A3F1-9382AD0A1224 428 Certificate Of Completion Envelope Id: E2991B3E19E74F55A3F19382AD0A1224 Status: Sent Subject: Please DocuSign: City Council Contract 7425 Program Management Source Envelope: Document Pages: 28 Signatures: 3 Envelope Originator: Certificate Pages: 6 Initials: 1 Christa Christian AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 Christa.Christian@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 10/5/2020 12:53:14 PM Holder: Christa Christian Christa.Christian@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Christa Christian christa.christian@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 10/5/2020 12:58:13 PM Viewed: 10/5/2020 12:58:30 PM Signed: 10/5/2020 12:58:53 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: 198.49.140.104 Sent: 10/5/2020 12:58:57 PM Viewed: 10/5/2020 1:36:49 PM Signed: 10/5/2020 1:37:19 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Mack Reinwand mack.reinwand@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 10/5/2020 1:37:22 PM Viewed: 10/5/2020 1:43:38 PM Signed: 10/5/2020 1:44:25 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Chris Squadra csquadra@peakprogramvalue.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 71.229.204.176 Sent: 10/5/2020 1:44:28 PM Viewed: 10/5/2020 2:14:14 PM Signed: 10/5/2020 3:35:17 PM Electronic Record and Signature Disclosure: Accepted: 10/5/2020 2:14:14 PM ID: 1ff62685-e12e-4e17-8827-8fb682e1f995 429 Signer Events Signature Timestamp Scott Gray scott.gray@cityofdenton.com Director - Airport, Capital Planning, Facilities x Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 10/5/2020 3:35:19 PM Viewed: 10/5/2020 3:35:45 PM Signed: 10/5/2020 3:37:41 PM Electronic Record and Signature Disclosure: Accepted: 10/5/2020 3:35:45 PM ID: 47ddb0a3-0266-472c-994a-0cf59fe50980 Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 10/5/2020 3:37:43 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: 10/5/2020 12:58:57 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: 10/5/2020 3:37:43 PM 430 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 Dawn Wilson dawn.wilson@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 10/5/2020 3:37:43 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure 431 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: Chris Squadra, Scott Gray, Todd Hileman 432 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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Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. 434 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-1996,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,a Texas home-rule municipal corporation,rejecting any and all competitive bids under IFB 7463 for Landscape &Grounds Maintenance;and providing an effective date (IFB 7463). City of Denton Printed on 10/9/2020Page 1 of 1 powered by Legistar™435 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement and Compliance ACM: David Gaines DATE: October 13, 2020 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, rejecting any and all competitive bids under IFB 7463 for Landscape & Grounds Maintenance; and providing an effective date (IFB 7463). INFORMATION/BACKGROUND Securing a contract will allow the Solid Waste Facilities year-round maintenance of trees, bushes, grass, flower beds and irrigation systems, as well as to comply with the mediated settlement agreement in the municipal solid waste permit number 1590A. We currently have a full-time employee keeping up with mowing and weed control (weed trimming). This employee is not adequately trained or equipped to perform irrigation repairs or new installations of trees or irrigation systems. Irrigation systems in place are failing due to lack of regular and annual maintenance, in turn some trees and bushes have died. In the current City of Denton Municipal Solid Waste Permit number 1590-A in the Mediated Settlement Agreement, Points of Agreement, part (XI.) states: Applicant shall landscape the “Buffer Zone” area along Mayhill Road and at least ¼ mile down Foster Road in accordance with the Special Use Permit for the landfill. For every 100 linear feet of frontage along Mayhill Road and Edwardes Road, Applicant agrees to provide at least seven canopy and thirteen understory trees. Applicant agrees to meet with a representative of the Protestants’ choice to determine the percentage of evergreen trees to be used in the landscaping plan, in any event which shall not fall below 30% (thirty percent). Through the advertisement process only one vendor placed a bid. The pricing/sheet was not itemized properly and by Procurement regulations this bid is requested to be rejected. In accordance with the Local Government Code 252.043, the City Council may reject any and all bids. RECOMMENDATION Staff recommends rejection of all bids for Landscape & Grounds Maintenance. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 436 EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Ordinance Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Arturo Garcia, 940-349-8021. Legal point of contact: Mack Reinwand at 940-349-8333. 437 ORDINANCE NO. ________________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, REJECTING ANY AND ALL COMPETITIVE BIDS UNDER IFB 7463 FOR LANDSCAPE & GROUNDS MAINTENANCE; AND PROVIDING AN EFFECTIVE DATE (IFB 7463). WHEREAS, the City has solicited, received and tabulated competitive bids for landscape & grounds maintenance (IFB 7463) in accordance with the procedures of state laws and city ordinances; and WHEREAS, the City staff recommends, and the City Council has determined, that it is in the best interest of the City that the herein described bids should be rejected; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following competitive bids, 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 herein (landscape and grounds maintenance in the City of Denton Bid Number 7463) are hereby rejected: BID NUMBER CONTRACTOR AMOUNT 7463 John M. Crew dba Denton Backflow Testing $45,973.93 SECTION 2. The City Manager, or his designee, is hereby authorized to execute all necessary documents for the rejection of said bids. The City Manager, or his designee, is hereby authorized, in his discretion, to re-advertise to receive competitive bids, or proceed otherwise, to procure goods and services described in IFB 7463. SECTION 3. The City Council of the City of Denton hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under the IFB 7463 to reject said bids to the City Manager, or his designee. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by __________________________ and seconded by _________________________________, the ordinance was passed and approved by the following vote [___ - ___]: 438 439 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-1997,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,a Texas home-rule municipal corporation,authorizing the City Manager,or his designee,to execute a contract with GT Distributors,Inc.,through the Buy Board Cooperative Purchasing Network Contract #603-20,for the purchase of public safety equipment and supplies for the Denton Police and Fire Departments;providing for the expenditure of funds therefor;and providing an effective date (File 7479 - awarded to GT Distributors, Inc., in the not-to-exceed amount of $393,000). City of Denton Printed on 10/9/2020Page 1 of 1 powered by Legistar™440 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance ACM: David Gaines DATE: October 13, 2020 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager, or his designee, to execute a contract with GT Distributors, Inc., through the Buy Board Cooperative Purchasing Network Contract # 603-20, for the purchase of public safety equipment and supplies for the Denton Police and Fire Departments; providing for the expenditure of funds therefor; and providing an effective date (File 7479 – awarded to GT Distributors, Inc., in the not-to-exceed amount of $393,000). INFORMATION /BACKGROUND The proposed contract includes public safety equipment and related supplies for the Police and Fire Departments from GT Distributors, Inc. As the Police Department continues to improve its Use-of-Force training efforts, ammunition and simunition (non-lethal training ammunition) will be required. Duty and practice ammunition, in addition to simunition, is regularly utilized by officers and recruits to carry while on duty, during Force reality-based training, quarterly training, and when attending various classes offered at the training academy. Police officers are required by State statute and departmental policy to qualify annually on all weapons they are authorized to carry, including handguns, shotguns, and rifles. The remaining items purchased within the contract will be designated for the Fire Marshal’s Office within the Fire Department to purchase protective equipment, which will include but not limited to; body armor, holsters, helmets, belts, and additional duty gear. This cooperative contract offered the lowest price and can provide public safety equipment and supplies that meet the current and anticipated needs of the Police and Fire departments. Utilizing the Buy Board contracts provide for volume discount pricing as well as the earliest delivery of ammunition in a limited market supply. Pricing obtained through the Buy Board Cooperative Purchasing Network has been competitively bid and meets the statutory requirements of Texas Local Government Code 271.102. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 441 PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On February 1, 2005, Council approved the interlocal agreement with the Buy Board Cooperative Purchasing Network (Ordinance 2005-034). RECOMMENDATION Award a contract with GT Distributors, Inc., for the purchase of public safety equipment and supplies for the Denton Police and Fire Departments, in the not-to-exceed amount of $393,000. PRINCIPAL PLACE OF BUSINESS GT Distributors, Inc. Austin, TX ESTIMATED SCHEDULE OF PROJECT This Buy Board contract expires March 31, 2023. FISCAL INFORMATION These products and services will be funded through the respective departmental budget(s) or awarded grants on an as-needed basis. The City will only pay for commodities as needed and is not obligated to pay the full contract amount. Below is the projected spend for this contract. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Ordinance Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Frank Dixon, 940-349-8181. Legal point of contact: Mack Reinwand at 940-349-8333. Department Item FY 20-21 FY 21-22 FY 22-23 Total Police Duty and practice ammunition Simunition Munition Other supplies 94,000 94,000 94,000 282,000 Fire Protective equipment Body armor Overt carriers Duty belts Ammo pouches Handcuff keys 37,000 37,000 37,000 111,000 $131,000 $131,000 $131,000 $393,000 442 ORDINANCE NO. ___________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE A CONTRACT WITH GT DISTRIBUTORS, INC., THROUGH THE BUY BOARD COOPERATIVE PURCHASING NETWORK CONTRACT # 603-20, FOR THE PURCHASE OF PUBLIC SAFETY EQUIPMENT AND SUPPLIES FOR THE DENTON POLICE AND FIRE DEPARTMENTS; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 7479 – AWARDED TO GT DISTRIBUTORS, INC., IN THE NOT-TO-EXCEED AMOUNT OF $393,000). WHEREAS, pursuant to Ordinance 2005-034, the Buy Board Cooperative Purchasing Network has solicited, received, and tabulated competitive bids for the purchase of necessary materials, equipment, supplies, or services in accordance with the procedures of state law on behalf of the City of Denton; and WHEREAS, the City Manager, or a designated employee, has reviewed and recommended that the herein described materials, equipment, supplies, or services can be purchased by the City through the Buy Board Cooperative Purchasing Network programs at less cost than the City would expend if bidding these items individually; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items shown in the “File Number” referenced herein and on file in office of the Purchasing Agent, are hereby accepted and approved as being the lowest responsible bids for such items: FILE NUMBER VENDOR AMOUNT 7479 GT Distributors, Inc. $393,000 SECTION 2. By the acceptance and approval of the items set forth in the referenced file number, the City accepts the offer of the persons submitting the bids to the Buy Board Cooperative Purchasing Network for such items and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, conditions, specifications, standards, quantities, and for the specified sums contained in the bid documents and related documents filed with the Buy Board Cooperative Purchasing Network and the purchase orders issued by the City. SECTION 3. Should the City and persons submitting approved and accepted items set forth in the referenced file number wish to enter into a formal written agreement as a result of the City’s ratification of bids awarded by the Buy Board Cooperative Purchasing Network, the City 443 Manager, or his designated representative, is hereby authorized to execute the written contract which shall be attached hereto; provided that the written contract is in accordance with the terms, conditions, specifications and standards contained in the Proposal submitted to the Buy Board Cooperative Purchasing Network, 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 items set forth in the referenced file number, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approval purchase orders or pursuant to a written contract made pursuant thereto as authorized herein. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by __________________________ and seconded by _________________________________, the ordinance was passed and approved by the following vote [___ - ___]: 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: ______ ______ ______ ______ 444 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~~~ 445 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-1998,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,a Texas home-rule municipal corporation,authorizing the City Manager,or his designee,to execute a contract with BWI,Inc.,through the Buy Board Cooperative Purchasing Network Contract #611-20,for the acquisition of turf grass seeds,tools,and landscape supplies for the Parks and Recreation Department;providing for the expenditure of funds therefor;and providing an effective date (File 7496 -awarded to BWI,Inc.,for one (1)year,with the option for two (2)additional one (1) year extensions, in the total three (3) year not-to-exceed amount of $75,000). City of Denton Printed on 10/9/2020Page 1 of 1 powered by Legistar™446 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance ACM: David Gaines DATE: October 13, 2020 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager, or his designee, to execute a contract with BWI, Inc., through the Buy Board Cooperative Purchasing Network Contract # 611-20, for the acquisition of turf grass seeds, tools, and landscape supplies for the Parks and Recreation Department; providing for the expenditure of funds therefor; and providing an effective date (File 7496 – awarded to BWI, Inc., for one (1) year, with the option for two (2) additional one (1) year extensions, in the total three (3) year not-to-exceed amount of $75,000). INFORMATION/BACKGROUND The proposed contract is for the purchase of ground maintenance equipment and supplies to maintain City athletic fields, landscaped and general park areas. The Parks Department purchases turf products, landscaping products, ryegrass and other types of seed. BWI, Inc. currently provides the frequently used products through a cooperative contract. Based on a historical spend and future projections the recommended NTE for this contract is $75,000 for a total potential three (3) year contract. Pricing obtained through the Buy Board Cooperative Purchasing Network has been competitively bid and meets the statutory requirements of Texas Local Government Code 271.102. RECOMMENDATION Award a contract with BWI, Inc., for the acquisition of turf grass seeds, tools, and landscape supplies for the Parks and Recreation Department, 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 $75,000. PRINCIPAL PLACE OF BUSINESS BWI, Inc. Carrollton, 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. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 447 FISCAL INFORMATION These items will be funded from the Parks Department operating budget on as needed basis. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Price List Exhibit 3: Ordinance Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Drew Huffman, 940-349-7464. Legal point of contact: Mack Reinwand at 940-349-8333. 448 Part Number Manufacturer Name Contract Category Short Description Unit of MeasurePack_Qty Current PriceAQAQUIFERPELLET Aqua-Aid 611-20 Adjuvants and Markers:Wetting Agents Aquifer Pellet - 8oz EA 24 $12.21AQMPELLETAqua-Aid611-20Adjuvants and Markers:Wetting AgentsAQM Tougher Turf Pellets (12 pack)EA8$283.00AQOARSHSAqua-Aid611-20Adjuvants and Markers:Wetting AgentsOARS HS Soil Hydrating Surfactant - 2.5 galEA2$218.85AQOARSPELLETAqua-Aid611-20Adjuvants and Markers:Wetting AgentsOARS Pellets (12 pack)EA8$162.63AQOARSPSAqua-Aid611-20Adjuvants and Markers:Wetting AgentsOARS PS Soil Penetrating Surfactant - 2.5 galEA2$214.23AQOARS25Aqua-Aid611-20Adjuvants and Markers:Wetting AgentsOARS Soil Hydrating Surfactant - 2.5 galEA2$211.92AQPBS150 Aqua-Aid 611-20 Adjuvants and Markers:Wetting Agents PBS150 - 2.5 gal EA 1 $215.38AQUAAID25 Aqua-Aid 611-20 Adjuvants and Markers:Wetting Agents Aqua-Aid Surfactant - 2.5 gal EA 2 $80.77AQUIFER25 Aqua-Aid 611-20 Adjuvants and Markers:Wetting Agents Aquifer Surfactant - 2.5 gal EA 2 $174.23AQWORMPWR25 Aqua-Aid 611-20 Fertilizers:General Turf:Liquid Worm Power Turf - 2.5 gal EA 2 $62.50AQWORMPWR55 Aqua-Aid 611-20 Fertilizers:General Turf:Liquid Worm Power Turf - 55 gal DM 1 $1,265.00FTGVERDECALG Aqua-Aid 611-20 Fertilizers:Micronutrients Verde-Cal G Greens Grade - 50 lb BG 1 $29.31FTGVERDECALGRN Aqua-Aid 611-20 Professional Turf:Soil Amendments Verde-Cal Greens Grade - 50 lb BG 1 $26.29FTGVERDEKPLUS Aqua-Aid 611-20 Fertilizers:Micronutrients Verde-Cal K Plus - 50 lb BG 1 $57.62FTVERDECALGCRS Aqua-Aid 611-20 Professional Turf:Soil Amendments Verde-Cal G Course Grade - 50 lb BG 1 $25.24FTVERDECALLAqua-Aid611-20Professional Turf:Soil AmendmentsVerde-Lawn - 50 lbBG1$17.13ZZAQAAL264GAqua-Aid611-20Adjuvants and Markers:Wetting AgentsAqua-Aid Liquid - 264 galEA1$7,869.23ZZAQAQL55GAqua-Aid611-20Adjuvants and Markers:Wetting AgentsAquifer Liquid - 55 galDM1$3,792.31ZZAQOARSHS55Aqua-Aid Solutions611-20Adjuvants and Markers:Wetting AgentsOARS HS 55 GALLONDM1$4,758.46ZZAQOARSPS55Aqua-Aid Solutions611-20Adjuvants and Markers:Wetting AgentsOARS PS 55 GALLONDM1$4,656.92ZZAQPBS150SPR55 Aqua-Aid Solutions 611-20 Adjuvants and Markers:Wetting Agents PBS 150 SPRAYABLE 55 GL DM 1 $4,707.69AJ302030 Arborjet 611-20 Professional Turf:Miscellaneous Chemicals CLEAN-jet - 1 L EA 12 $12.00AJ304101 Arborjet 611-20 Professional Turf:Miscellaneous Chemicals NutriRoot - 1 qt EA 8 $29.99AJ304130 Arborjet 611-20 Professional Turf:Miscellaneous Chemicals PALM-jet Mg - 4 L EA 4 $129.00AJ304160 Arborjet, Inc. 611-20 Professional Turf:Miscellaneous Chemicals Mn-jet Fe - 1 L EA 4 $118.48AJ401200 Arborjet 611-20 Professional Turf:Miscellaneous Chemicals Shortstop - 1 gal EA 4 $399.00AJ402003 Arborjet 611-20 Professional Turf:Miscellaneous Chemicals IMA-jet - 1 L EA 8 $299.00AJ402011 Arborjet 611-20 Professional Turf:Miscellaneous Chemicals ACE-jet - 20 x 15 g EA 10 $235.00AJ403011 Arborjet 611-20 Professional Turf:Miscellaneous Chemicals PHOSPHO-jet - 1 L EA 8 $79.99AJ406300Arborjet611-20Professional Turf:Miscellaneous ChemicalsPropizol - 4 LEA4$69.99AJ407500Arborjet611-20Professional Turf:Miscellaneous ChemicalsArbor-OTC - 28 gEA8$140.00AJ700012Arborjet611-20Professional Turf:Miscellaneous ChemicalsTREE I.V. 2-Pack KitEA1$799.00449 AJ700055Arbor Jet611-20Professional Turf:Miscellaneous ChemicalsTree I.V. F12 KitEA1$1,377.73AJ700150Arborjet611-20Professional Turf:Miscellaneous ChemicalsArborplugs #3 - 9/32" - (100 pack)EA100$48.05AJ700156 Arborjet 611-20 Professional Turf:Miscellaneous Chemicals Arborplugs #4 - Black, 3/8" (100 pack) EA 100 $48.05AJ702000 Arborjet, Inc. 611-20 Professional Turf:Miscellaneous Equipment Drill Bits - 3/8" EA 2 $22.00AJ702010 Arborjet, Inc. 611-20 Professional Turf:Miscellaneous Equipment DRILL BITS 9/32" PK/2 EA 1 $22.00AJ702350 Arborjet 611-20 Professional Turf:Miscellaneous Chemicals QUIK-jet Air Kit EA 1 $2,179.00AJ97500165 Arborjet 611-20 Professional Turf:Miscellaneous Equipment Tree Diameter Tape EA 1 $26.00ZZAJ0405011Arborjet, Inc.611-20Professional Turf:Miscellaneous ChemicalsAZASOL 10/.75 OZEA1$46.99ZZAJ0408325Arborjet611-20Insecticides:NaturalEco-1 & AzaSol DisplayDI1$320.41ZZAJ304100United Industries611-20Professional Turf:Miscellaneous ChemicalsNutriRoot - 8 ozEA12$12.20ZZAJ407300United Industries611-20Insecticides:NaturalEco-1 Garden spray RTU - 32 ozEA6$13.12TFDIAMONDPRODiamond Pro611-20Professional Turf:Soil AmendmentsDiamond Pro Infield Conditioner - Red, 50 lbBG1$9.89TFDIAMONDPROGRY Diamond Pro 611-20 Professional Turf:Soil Amendments Diamond Pro Infield Conditioner - Gray, 50 lb BG 1 $8.70TFDIVOT Diamond Pro 611-20 Professional Turf:Soil Amendments Green Divot Sand - 50 lb BG 1 $9.75TFDOUBLEPLAY Diamond Pro 611-20 Professional Turf:Soil Amendments Double Play Infield Conditioner - 50 lb BG 1 $11.85TFMNDBRICK Diamond Pro 611-20 Professional Turf:Soil Amendments Mound/Home Plate Clay Bricks EA 300 $1.90TFPROFCALC Diamond Pro 611-20 Professional Turf:Soil Amendments Professional Calcined Clay - 50 lb BG 1 $13.17TFTCLAY Diamond Pro 611-20 Professional Turf:Soil Amendments Mound/Home Plate Clay - 50 lb BG 1 $10.87TFTDRYAGENT Diamond Pro 611-20 Professional Turf:Soil Amendments Calcined Clay Drying Agent - 50 lb BG 1 $12.62TFTPROMND Diamond Pro 611-20 Professional Turf:Soil Amendments Professional Mound Clay - 50 lb BG 1 $11.15ZZDUST Trnlws,Llc D/B/A Diamond Pro 611-20 Professional Turf:Soil Amendments ATHLETIC FIELD MARK DUST PL BG 40 $7.52ZZPROFVITREDTrnlws,Llc D/B/A Diamond Pro611-20Professional Turf:Soil AmendmentsPRO INFIELD ASTRO RED 50#BG1$14.99PC263796Dow Agrosciences611-20Insecticides:Insect BaitsShatter Termite Bait Cartridge - 6 PackEA8$92.31PC263797Dow Agrosciences611-20Traps, Monitors, StationsHex-Pro Termite Bait System (10 pack)EA4$71.43PC263798Dow Agrosciences611-20Traps, Monitors, StationsHex-Pro Wood Monitor ReplacementsEA1$0.58PC263799Dow Agrosciences611-20Traps, Monitors, StationsHex-Pro Replacement Parts KitEA1$58.44SOCALVANT25 Earthworks 611-20 Fertilizers:General Turf:Liquid Cal Vantage - 2.5 gal EA 2 $110.00SOKICK25 Earthworks 611-20 Fertilizers:General Turf:Liquid Kick - 2.5 gal EA 2 $110.00SOMAGVANT25 Earthworks 611-20 Fertilizers:General Turf:Liquid Mag Vantage - 2.5 gal EA 2 $117.50SOMIKRONITE Earthworks 611-20 Fertilizers:General Turf:Liquid Mikronite - 2.5 gal EA 2 $110.00SOMYCO33350 Earthworks 611-20 Fertilizers:Greens Grade:Granular Myco-Replenish 3-3-3 Greens Grade - 50 lb BG 1 $37.00 450 SOPROTEINP25Earthworks611-20Fertilizers:General Turf:LiquidProtein Plus - 2.5 galEA2$105.00SORENOVATE50Earthworks611-20Fertilizers:Greens Grade:GranularRenovate Plus - 50 lbBG1$41.00SOSEA3 Earthworks 611-20 Fertilizers:General Turf:Liquid Sea 3 - 2.5 gal EA 2 $107.50SOTRILOGY Earthworks 611-20 Fertilizers:General Turf:Liquid Trilogy TBS - 2.5 gal EA 2 $115.00SO1025REPLENISH Earthworks 611-20 Fertilizers:Natural Replenish 10-2-5 Greens Grade - 50 lb BG 1 $35.00SO545REPLENISH Earthworks 611-20 Fertilizers:Natural Replenish 5-4-5 Greens Grade - 50 lb BG 1 $31.00SO545REPLSG50 Earthworks 611-20 Fertilizers:Natural Replenish 5-4-5 Standard Grade - 50 lb BG 1 $29.00SO822REPLENISH Earthworks 611-20 Fertilizers:Natural Replenish 8-2-2 Standard Grade - 50 lb BG 1 $23.00ZZSOCALVANT55 Earthworks 611-20 Fertilizers:General Turf:Liquid CALVANTAGE 55 GL DM 1 $2,050.00ZZSOECOLITE Earthworks 611-20 Professional Turf:Soil Amendments ECOLITE 40/50# BG 40 $17.78ZZSOKICK55Earthworks611-20Fertilizers:General Turf:LiquidKick - 55 galDM1$2,050.00ZZSOPOTENT25Earthworks611-20Fertilizers:General Turf:LiquidPotent Sea - 2.5 galEA2$110.00ZZSOPOTENT55Earthworks611-20Fertilizers:General Turf:LiquidPOTENT SEA PLUS 55 GLDM1$2,050.00ZZSOSEA3275Earthworks611-20Fertilizers:General Turf:LiquidSEA 3 275 GLDM1$8,375.00ZZSOSEA355Earthworks611-20Fertilizers:General Turf:LiquidSEA 3 55 GLDM1$1,980.00ZZSO343REPLSG50 Earthworks 611-20 Fertilizers:General Turf 3-4-3 REPLENISH ORGANIC 50# BG 40 $17.00ZZSO343RPLSG500 Earthworks 611-20 Fertilizers:General Turf 3-4-3 Replenish Organic Fertilizer - 500 lb BG 4 $171.25ZZSO545RPL500 Earthworks 611-20 Fertilizers:General Turf 5-4-5 Replenish Organic Fertilizer - 500 lb BG 4 $295.00ZZSO822REPLN500 Earthworks 611-20 Fertilizers:Natural 8-2-2 Replenish - 500 lb BG 4 $235.00CHSOLITARE4 Fmc Corporation 611-20 Herbicides:Post Emergent:Selective MiscellaneousSolitare 75 WSP Herbicide - 4 lb EA 4 $452.00CH10056927 Fmc Corporation 611-20 Herbicides:Post Emergent:Selective Liquid Echelon 4SC Herbicide - 1 gal EA 4 $343.00CH10061654 Fmc Corporation 611-20 Insecticides:Liquid Triple Crown T&O Insecticide - 1 gal EA 4 $260.00CH10061656R Fmc Corporation 611-20 Insecticides:Liquid Triple Crown Golf Insecticide - 1 gal EA 4 $260.00CH10063762Fmc Corporation611-20Fungicides and Algaecides:LiquidFame + T Fungicide - 1 galEA2$1,125.00CH10064757Fmc Corporation611-20Fungicides and Algaecides:LiquidFame SC Fungicide - 64 ozEA4$1,299.00CH10077163Fmc Corporation611-20Herbicides:Post Emergent:Selective LiquidDismiss NXT Herbicide - 10 ozEA8$109.00CH10077165Fmc Corporation611-20Herbicides:Post Emergent:Selective LiquidDismiss NXT Herbicide - 60 ozEA4$649.00CH10077167Fmc Corporation611-20Herbicides:Post Emergent:Selective LiquidXonerate 2SC Herbicide - 12 ozEA8$430.00DSOSF1266 Florikan E.S.A. Corp 611-20 Fertilizers:General Turf 12-6-6 TPDRSS 2-3MO 40/50# PL 1 $1,270.07OSFALS04090 Florikan E.S.A. Corp 611-20 Fertilizers:Time Release Florikan Aluminum Sulphate 90-Day Release - 50 lb BG 1 $53.44OSFMIV Florikan 611-20 Fertilizers:Time Release Florikan MEG-IRON V - 50 lb BG 1 $32.81OSF12214180LND Florikan 611-20 Fertilizers:Time Release Florikan 12-2-14 180 Day - 50 lb BG 1 $43.44OSF12412090 Florikan 611-20 Fertilizers:Time Release Florikote Top Dress 12-4-12 90 Day - 50 lb BG 1 $37.19 451 OSF1268060FSFlorikan611-20Fertilizers:Time ReleaseFlorikan 12-6-8 60 Day - 50 lbBG1$27.81OSF1268090Florikan611-20Fertilizers:Time ReleaseFlorikan 12-6-8 90 Day - 50 lbBG1$38.44OSF1268090FS Florikan 611-20 Fertilizers:Time Release Florikan 12-6-8-FS 90 Day - 50 lb BG 1 $28.13OSF135113603S Florikan 611-20 Fertilizers:Time Release Florikan 13-5-11 360 Day 3 Stage - 50 lb BG 1 $67.19OSF14414100 Florikan 611-20 Fertilizers:Time Release Florikan with Nutricote Total 14-4-14 100 Day - 50 lb BG 1 $64.38OSF14414180 Florikan 611-20 Fertilizers:Time Release Florikan with Nutricote Total 14-4-14 180 Day - 50 lb BG 1 $64.38OSF1441490N Florikan E.S.A. Corp 611-20 Fertilizers:Time Release Florikan 14-4-14 NANO 90 Day BG 1 $71.56OSF14514180LND Florikan 611-20 Fertilizers:General Turf Florikan 14-5-14 180 Day - 50 lb BG 1 $60.95OSF1558150 Florikan 611-20 Fertilizers:Time Release Florikan 15-5-8 150 Day - 50 lb BG 1 $42.81OSF16511270 Florikan 611-20 Fertilizers:Time Release Florikan 16-5-11 270 Day CORE - 50 lb BG 1 $55.31OSF16511360Florikan611-20Fertilizers:Time ReleaseFlorikan 16-5-11 MPK Core 360 Day - 50 lbBG1$57.81OSF16681802SFlorikan611-20Fertilizers:Time ReleaseFlorikan 16-6-8 180 Day 2 Stage - 50 lbBG1$72.50OSF16682703SFlorikan E.S.A. Corp611-20Fertilizers:Time Release16-6-8 NTRT TL 3S T270 50#BG1$71.56OSF17683602SFlorikan611-20Fertilizers:Time ReleaseFlorikan with Nutricote Total 17-6-8 360 Day 2 Stage - 50 lbBG1$64.38OSF17781802S Florikan 611-20 Fertilizers:Time Release Florikan with Nutricote Total 17-7-8 180 Day 2 Stage - 50 lbBG 1 $64.38OSF17782702S Florikan 611-20 Fertilizers:Time Release Florikan with Nutricote Total 17-7-8 270 Day 2 Stage - 50 lbBG 1 $71.56OSF18611150 Florikan 611-20 Fertilizers:Time Release Florikan 18-6-11 150 Day - 50 lb BG 1 $45.94OSF1868070 Florikan 611-20 Fertilizers:Time Release Florikan with Nutricote Total 18-6-8 70 Day - 50 lb BG 1 $70.31OSF1868100 Florikan 611-20 Fertilizers:Time Release Florikan with Nutricote Total 18-6-8 100 Day - 50 lb BG 1 $70.31OSF1868140 Florikan 611-20 Fertilizers:Time Release Florikan with Nutricote Total 18-6-8 140 Day - 50 lb BG 1 $70.31OSF1868180 Florikan 611-20 Fertilizers:Time Release Florikan with Nutricote Total 18-6-8 180 Day - 50 lb BG 1 $70.31OSF1868270Florikan611-20Fertilizers:Time ReleaseFlorikan with Nutricote Total 18-6-8 270 Day - 50 lbBG1$70.31OSF18682703SFlorikan611-20Fertilizers:Time ReleaseFlorikan with Nutricote Total 18-6-8 270 Day 3 Stage - 50 lbBG1$64.38OSF1868360Florikan611-20Fertilizers:Time ReleaseFlorikan with Nutricote Total 18-6-8 360 Day - 50 lbBG1$70.31OSF18683602SFlorikan611-20Fertilizers:Time ReleaseFlorikan with Nutricote Total 18-6-8 360 Day 2 Stage - 50 lbBG1$64.38OSF1888360 Florikan 611-20 Fertilizers:Time Release Florikan 18-8-8 360 Day - 50 lb BG 1 $62.19OSF1949180 Florikan 611-20 Fertilizers:Time Release Florikan 19-4-9 180 Day - 50 lb BG 1 $50.94OSF1957270 Florikan 611-20 Fertilizers:Time Release Florikan 19-5-7 270 Day - 50 lb BG 1 $57.81OSF1959300 Florikan 611-20 Fertilizers:Time Release Florikan 19-5-9 300 Day - 50 lb BG 1 $55.94 452 OSF2049180Florikan611-20Fertilizers:Time ReleaseFlorikan 20-4-9-NV 180 Day - 50 lbBG1$46.25OSF2629180LNDFlorikan611-20Fertilizers:General TurfFlorikan 26-2-9 180 Day - 50 lbBG1$62.26OSF2709090LND Florikan 611-20 Fertilizers:General Turf Florikan 27-0-9 90 Day - 50 lb BG 1 $28.91OSF3900180MDGLF Florikan 611-20 Fertilizers:Fairway Grade:Granular Florikan 39-0-0 180 Day - 50 lb BG 1 $43.50OSF8212180LND Florikan 611-20 Fertilizers:General Turf Florikan 8-2-12 180 Day Palm Blend - 50 lb BG 1 $55.84ZZOSFALSO4180 Florikan E.S.A. Corp 611-20 Fertilizers:Time Release ALUM SULPHATE T180 40/50# BG 40 $53.44ZZOSF12412090FS Florikan E.S.A. Corp 611-20 Fertilizers:Time Release 12-4-12-T90 TOP DRESS - 50 lb BG 40 $26.56ZZOSF131111180 Florikan E.S.A. Corp. 611-20 Fertilizers:Time Release Florikan with Nutricote Total 13-11-11 180 Day - 50 lb BG 40 $69.06ZZOSF1658240 Florikan E.S.A. Corp 611-20 Fertilizers:General Turf 16-5-8 FLK T240 40/50# BG 40 $57.08ZZOSF18682702S Florikan E.S.A. Corp 611-20 Fertilizers:Time Release 18-6-8 NTCT TL 2S T270 40/50# BG 40 $68.44ZZOSF2148180FEFlorikan E.S.A. Corp611-20Fertilizers:Time Release21-4-8 FK ADVG FE T180 40/50#BG40$48.44ZZOSF2148270FEFlorikan E.S.A. Corp611-20Fertilizers:Time Release21-4-8 FK ADVG FE T270 40/50#BG40$49.69ZZOSF262910BKFlorikan E.S.A. Corp611-20Fertilizers:Time Release26-2-9 T180 2000#BG1$2,011.25ZZOSF3137FLKBKFlorikan E.S.A. Corp611-20Fertilizers:Fairway Grade:Granular31-3-7 FLK 3-4MOS 2000#BG1$1,145.71FTG0020Intrepid Potash New Mexico Llc611-20Fertilizers:Greens Grade:GranularK-Mag Standard 0-0-22 - 50 lbBG1$12.57IVSTI Ivi-Golf 611-20 Professional Turf:Erosion Control Sandtrapper I - 56" x 240' RL 1 $406.49IVSTII Ivi-Golf 611-20 Professional Turf:Erosion Control Sandtrapper II - 56" x 120' RL 1 $429.19GD65240 Pbi-Gordon 611-20 Herbicides:Post Emergent:Selective Liquid SpeedZone Lawn Concentrate - 20 oz EA 12 $28.26GD755460 Pbi-Gordon 611-20 Herbicides:Post Emergent:Selective Liquid Trimec Crabgrass Plus Lawn Weed Killer RTU - 1 qt EA 12 $9.40GD761140 Pbi-Gordon 611-20 Herbicides:Post Emergent:Selective LiquidTrimec Crabgrass Plus Lawn Weed Killer Concentrate -1 ptEA 12 $12.23GD761160 Pbi-Gordon 611-20 Herbicides:Post Emergent:Selective LiquidTrimec Crabgrass Plus Lawn Weed Killer Concentrate -1 qtEA 12 $14.10GD79140 Pbi-Gordon 611-20 Herbicides:Post Emergent:Selective Liquid Trimec Lawn Weed Killer Concentrate -1 pt EA 12 $10.34GD79160Pbi-Gordon611-20Herbicides:Post Emergent:Selective LiquidTrimec Lawn Weed Killer Concentrate -1 qtEA12$12.03GD8111082Pbi-Gordon611-20Herbicides:Forage HerbicidePasture Pro Herbicide - 1 qtEA12$15.60GD8141082Gordons611-20Herbicides:Post Emergent:Selective LiquidAmine 400 2,4-D Weed Killer - 1 qtEA12$7.45GD82746Pbi-Gordon611-20Herbicides:Post Emergent:Selective LiquidTrimec Ready Spray Lawn Weed Killer RTS - 1 qtEA12$12.94GD8671076RPbi-Gordon611-20Herbicides:Forage HerbicideAcreage Pro Large Property Lawn Weed Killer - 1 galEA4$42.47GD8671086 Pbi-Gordon 611-20 Herbicides:Forage Herbicide Acreage Pro Large Property Lawn Weed Killer - 1 qt EA 12 $14.49GD985200 Pbi-Gordon 611-20 Herbicides:Post Emergent:Non selective LiquidLiquid Edger RTU - 1 gal EA 4 $6.97ZRGD65240 Pbi/Gordon Corp. 611-20 Retail:IndividualItemSales SPEEDZONE 20 OZ CONC EACH EA 1 $28.57ZRGD761160 Pbi/Gordon Corp. 611-20 Retail:IndividualItemSales TRIMEC CRABGRASS CONC 32OZ EA 1 $13.63 453 ZZGD792000Pbi/Gordon Corp.611-20Herbicides:Post Emergent:Selective LiquidTRIMEC LAWN WEED KILLER 4/1GLEA4$29.75ZZGD8141072Pbi/Gordon Corp.611-20Herbicides:Post Emergent:Selective LiquidAMINE 400 2-4-D 4/1GLEA4$19.64ZZGD8141122 Pbi/Gordon Corp. 611-20 Herbicides:Post Emergent:Selective Liquid Amine 400 2-4 D 2.5 gallon EA 2 $44.22TFSAFMM516 Profile Products 611-20 Professional Turf:Soil Amendments Southern Athletic Fields 516 Field Conditioner - 50 lb BG 1 $15.17TFSAFMM816 Profile Products 611-20 Professional Turf:Soil Amendments Southern Athletic Fields 816 Field Conditioner - 50 lb BG 1 $11.40TFSAF5STAR Profile Products 611-20 Professional Turf:Soil Amendments Southern Athletic Fields 5 Star Packing Clay - 50lb BG 1 $15.10MSR10317181 Monsanto 611-20 Herbicides:Post Emergent:Glyphosate Roundup PRO Concentrate - 30 gal DM 1 $761.45MSR10317188 Monsanto 611-20 Herbicides:Post Emergent:Glyphosate Roundup PRO Concentrate - 2.5 gal EA 2 $65.45MSR10918843 Monsanto 611-20 Herbicides:Post Emergent:Glyphosate Roundup PROMAX - 30 gal DM 1 $1,258.50MSR11207094 Monsanto 611-20 Herbicides:Post Emergent:Glyphosate Roundup PROMAX - 1.67 gal EA 2 $74.47MSR11750381Monsanto611-20Herbicides:Post Emergent:Non selective GranularRoundup QuikPRO Herbicide - 6.8 lbEA4$99.37MSR11750537Monsanto611-20Herbicides:Post Emergent:Non selective GranularRoundup QuikPRO Herbicide- 5 x 1.5 ozEA6$11.84MSR11979374Monsanto611-20Herbicides:Post Emergent:GlyphosateRoundup PROMAX - 2.5 galEA2$110.09MSR12151770 Monsanto 611-20 Herbicides:Aquatic Roundup Custom Herbicide - 2.5 gal EA 2 $60.07MSR99586 Monsanto 611-20 Herbicides:Post Emergent:Glyphosate Ranger Pro Herbicide - 2.5 gal EA 2 $38.27MSR99587 Monsanto 611-20 Herbicides:Post Emergent:Glyphosate Ranger Pro Herbicide - 30 gal DM 1 $438.80SEA74101536 Sensient Colors 611-20 Adjuvants and Markers:Colorant and Marker SensiPro Green Granular Spray Pattern Indicator Tilt & Pour - 24 ozEA 12 $42.57SEA74101605 Sensient Colors 611-20 Adjuvants and Markers:Colorant and Marker SensiPro Green Granular Spray Pattern Indicator WSB SoluPack - 10 x 5 ozEA 4 $82.34SEA74101702 Sensient Colors 611-20 Adjuvants and Markers:Colorant and Marker SensiPro Green Granular Spray Pattern Indicator - 4.4 lb EA 4 $105.74SEA90101536Sensient Colors611-20Adjuvants and Markers:Colorant and MarkerSensiPro Black Granules Pond Colorant Tilt & Pour - 24 ozEA12$42.57SEA90101605Sensient Colors611-20Adjuvants and Markers:Colorant and MarkerSensiPro Black Granular Pond Colorant WSB SoluPack - 10 x 5 ozEA4$71.09SEA90101706Sensient Colors611-20Adjuvants and Markers:Colorant and MarkerSensiPro Black Granules Pond Colorant - 4.4 lbEA4$93.88SEP75311272 Sensient Colors 611-20 Adjuvants and Markers:Colorant and Marker SensiPro Green Links Premier Turf Colorant - 1 gal EA 4 $120.66SEP75451500 Sensient Colors 611-20 Adjuvants and Markers:Colorant and Marker SensiPro Green Links Medalist Plus - 2.5 gal EA 2 $175.76 454 SE057261536Sensient Colors611-20Adjuvants and Markers:Colorant and MarkerSensiPro Blue Granules Spray Indicator & Pond Colorant Tilt & Pour - 24 ozEA12$42.09SE057261605 Sensient Colors 611-20 Adjuvants and Markers:Colorant and Marker SensiPro Blue Granular Pond Colorant WSB SoluPack - 10 x 5 ozEA 4 $65.90SE057261702 Sensient Colors 611-20 Adjuvants and Markers:Colorant and MarkerSensiPro Blue Granules Spray Indicator & Pond Colorant - 4.4 lbEA 4 $91.75CH682037 Upl Na Inc. 611-20 Insecticides:Miscellaneous Acephate 97Up - 10 lb EA 2 $76.58CH986003 Upl Na Inc. 611-20 Herbicides:Pre Emergent:Liquid Surflan AS Herbicide - 2.5 gal EA 2 $159.23ELXL2G Upl Na Inc. 611-20 Herbicides:Pre Emergent:Granular Surflan XL 2G Herbicide - 50 lb BG 1 $71.43DSBWIAGSPRAY1 Valley Industries 611-20 Applicators:Direct Ship SPRAYER UNI AG PART PK/111 DI 1 $969.24PCSGPC025Master Manufacturing611-20Nitrile Gloves & Shoe CoversJet Spray GunEA1$103.96UVEF1000BOXMaster Manufacturing611-20Applicators:Compression SprayersEverFlo 1.0 GPM 12 Volt Diaphragm PumpEA1$26.92UVEF2200BOXMaster Manufacturing611-20Applicators:Compression SprayersEverFlo 2.2 GPM 12 Volt Diaphragm PumpEA1$60.93UVEF3000BOXMaster Manufacturing611-20Applicators:Compression SprayersEverFlo 3.0 GPM 12 Volt Diaphragm PumpEA1$80.25UVMPCD009BMaster Manufacturing611-20Applicators:Compression SprayersMaster Gardener Rechargeable Sprayer 9 Gallon - 1 GPMEA1$272.80UVMSG221818 Master Manufacturing 611-20 Applicators:Miscellaneous Spray Gun with Pistol Grip - 18" EA 1 $19.53UVMSG4507F Master Manufacturing 611-20 Applicators:Miscellaneous Spray Gun - 30" EA 1 $6.91UVMSG4507F38 Master Manufacturing 611-20 Applicators:Miscellaneous Spray Gun with Hose - 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200 gal EA 1 $5,121.02 455 ZZUVSG221824Valley Industries611-20Applicators:PartsSPRAY GUN 24" EAEA1$20.44ZZUVSG45ASSYCSKGilmour Mfg Company611-20Applicators:PartsReplacement Spray Tip - 4507F, 500TEA24$2.17ZZUVSG500TCB Valley Industries 611-20 Applicators:Parts GUN TELESCOPING EA EA 1 $9.84ZZUVSK401000PMM Gilmour Mfg Company 611-20 Applicators:Compression Sprayers PSI pack around - 200 lb EA 1 $537.71ZZUVSSX02015AB Valley Industries 611-20 Applicators:Compression Sprayers SPRAYER 15GAL BRUSH PRO EA EA 1 $238.48ZZUV103121CSK Valley Industries 611-20 Applicators:Parts 3/8" NYLON INLET STRAINER EA 1 $1.72ZZUV103233CSK Valley Industries 611-20 Applicators:Miscellaneous SPRAY WIRE HARNESS W/CLAMP EA EA 1 $10.01ZZUV2BP116LSXCS Valley Industries 611-20 Applicators:Parts NOZZLE BOOMLESS LFT 3GPM EA EA 1 $17.08ZZUV2BP125FWXCS Valley Industries 611-20 Applicators:Parts NOZZLE BOOMLESS FULL 2GPM PK2 EA 1 $17.08ZZUV33103260 Gilmour Mfg Company 611-20 Applicators:Parts Switch Kit, On/Off CIG - 96" wire EA 8 $9.76ZZUV34140026Gilmour Mfg Company611-20Applicators:PartsTee Nozzle Body Kit - 3/8", (2 pack)EA60$8.21ZZUV90005418CSKValley Industries611-20Applicators:PartsSPRAY TIP BRASS #18 EAEA1$4.72ZZUV90700002Gilmour Mfg Company611-20Applicators:Hand SprayersSpreader, Handheld - 2.0 L (.51 gal)EA15$6.19ZZUV90700012Gilmour Mfg Company611-20Applicators:Hand SprayersSpreader, Handheld - 1.2 L (.32 gal)EA15$6.26CHCHAPARRALCorteva Agriscience611-20Herbicides:Forage HerbicideChaparral WG Herbicide - 1.25 lbEA6$135.24CHCHAPARRAL5 Corteva Agriscience 611-20 Herbicides:Forage Herbicide Chaparral WG Herbicide - 5 lb EA 1 $540.97CHGNEXTHLR Corteva Agriscience 611-20 Herbicides:Forage Herbicide GrazonNext HL - 2 gal EA 2 $124.36CHGNEXTHL250R Corteva Agriscience 611-20 Herbicides:Forage Herbicide GrazonNext HL - 250 gal EA 1 $15,348.63CHGNEXTHL30R Corteva Agriscience 611-20 Herbicides:Forage Herbicide GrazonNext HL - 30 gal DM 1 $1,841.83CHGRAZONRR Corteva Agriscience 611-20 Herbicides:Forage Herbicide Grazon P+D Specialty Herbicide - 2.5 gal EA 2 $87.05CHGRAZ30RR Corteva Agriscience 611-20 Herbicides:Forage Herbicide Grazon P+D - 30 gal DM 1 $1,044.65CHPASTUREHL Corteva Agriscience 611-20 Herbicides:Forage Herbicide PastureGard HL - 2.5 gal EA 2 $352.89CHPASTUREHL1 Corteva Agriscience 611-20 Herbicides:Forage Herbicide PastureGard HL - 1 qt EA 4 $43.52CHPASTUREHL2 Corteva Agriscience 611-20 Herbicides:Forage Herbicide PastureGard HL - 1 gal EA 4 $143.64CHSENDEROCorteva Agriscience611-20Herbicides:Forage HerbicideSendero - 1 galEA4$185.29CHSURMOUNTRRCorteva Agriscience611-20Herbicides:Forage HerbicideSurmount - 2.5 galEA2$180.32CHTORDON22KRCorteva Agriscience611-20Herbicides:Forage HerbicideTordon 22K - 1 galEA4$80.83TIREMEDY1Corteva Agriscience611-20Herbicides:Forage HerbicideRemedy Ultra Herbicide - 1 galEA4$84.57TIREMEDY2Corteva Agriscience611-20Herbicides:Forage HerbicideRemedy Ultra Herbicide - 2.5 galEA2$211.42TIREMEDY30 Corteva Agriscience 611-20 Herbicides:Forage Herbicide Remedy Ultra Herbicide - 30 gal DM 1 $2,499.71TISPIKE Corteva Agriscience 611-20 Herbicides:Post Emergent:Non selective GranularSpike 20P Herbicide - 5 lb EA 6 $89.83TISPIKEG Corteva Agriscience 611-20 Herbicides:Post Emergent:Non selective GranularSpike 20P Herbicide - 25 lb BG 1 $266.18 456 TITORDON1Corteva Agriscience611-20Herbicides:Forage HerbicideTordon RTU - 1 qtEA12$15.85ZZCHGRASLANRCorteva Agriscience611-20Herbicides:Forage HerbicideGRASLAN L 43.62%24D 2/2 GLEA2$110.55SY15128 Syngenta 611-20 Insecticides:Liquid Avid 0.15EC Miticide/Insecticide - 1 gal EA 4 $530.00SY19560 Syngenta 611-20 Herbicides:Post Emergent:Selective Granular Monument 75WG Herbicide - 5 x 5 g EA 1 $250.00SY21327 Syngenta 611-20 Fungicides and Algaecides:Liquid Heritage TL Fungicide - 1 gal EA 2 $530.00SY21332 Syngenta 611-20 Fungicides and Algaecides:Liquid Heritage TL ME LinkPak - 10 gal DM 1 $5,200.00SY22534 Syngenta 611-20 Professional Turf:Plant Growth Regulators Primo Maxx Plant Growth Regulator - 1 gal EA 2 $290.00SY22535 Syngenta 611-20 Professional Turf:Plant Growth Regulators Primo Maxx Plant Growth Regulator LinkPak - 10 gal DM 1 $2,740.00SY26327 Syngenta 611-20 Fungicides and Algaecides:Liquid Instrata Fungicide - 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102 oz EA 4 $510.00SY38680 Syngenta 611-20 Fungicides and Algaecides:Liquid Renown Fungicide - 2.5 gal EA 2 $557.50SY38781 Syngenta 611-20 Fungicides and Algaecides:Liquid Palladium Fungicide - 2 lb EA 6 $309.00SY39743 Syngenta 611-20 Professional Turf:Plant Growth Regulators Trimmit 2SC Plant Growth Regulator - 2.5 gal EA 2 $1,062.50SY39961Syngenta611-20Fungicides and Algaecides:LiquidBanner Maxx II Fungicide - 1 galEA2$218.00SY39962Syngenta611-20Fungicides and Algaecides:LiquidBanner Maxx II LinkPak Fungicide - 10 galDM1$2,100.00SY44816Syngenta611-20Fungicides and Algaecides:LiquidConcert II Fungicide - 2.5 galEA2$202.50SY47068Syngenta611-20Fungicides and Algaecides:LiquidDaconil Action Fungicide - 2.5 galEA2$202.50SY47124Syngenta611-20Fungicides and Algaecides:LiquidBriskway Fungicide - 1 galEA2$1,355.00SY47148 Syngenta 611-20 Fungicides and Algaecides:Liquid Secure Fungicide - 2.5 gal EA 2 $1,542.50SY47280 Syngenta 611-20 Fungicide and Algaecide:Liquid Micora Fungicide - 1 qt EA 4 $281.50SY47950 Syngenta 611-20 Fungicides and Algaecides:Liquid Daconil Action + Heritage Multipak CS 1 $738.00SY51008 Syngenta 611-20 Fungicide and Algaecide:WP Medallion WDG Fungicide - 8 oz EA 4 $152.80SY51540 Syngenta 611-20 Fungicides and Algaecides:Liquid Secure Fungicide - 0.5 gal EA 2 $317.50 457 SY51637Syngenta611-20Herbicides:Pre Emergent:MiscellaneousBarricade Herbicide - 5 lbEA4$102.50SY51656Syngenta611-20Fungicides and Algaecides:LiquidAppear Fungicide - 2 galEA2$266.00SY51657 Syngenta 611-20 Fungicides and Algaecides:Liquid Daconil Action + Appear Multipak CS 1 $335.00SY52452 Syngenta 611-20 Insecticides:Liquid Acelepryn Insecticide - 0.5 gal EA 4 $1,011.51SY52650 Syngenta 611-20 Fungicides and Algaecides:Liquid Medallion SC Fungicide - 1 gal EA 2 $570.00SY53195 Syngenta 611-20 Fungicides and Algaecides:Liquid Subdue Maxx Fungicide - 1 gal EA 2 $538.00SY54026 Syngenta 611-20 Insecticides:Granular Provaunt WDG Insecticide - 120 oz EA 4 $852.00SY55168 Syngenta 611-20 Fungicides and Algaecides:Water Soluble Velista Fungicide - 22 oz EA 6 $220.00SY55665 Syngenta 611-20 Insecticides:Liquid Ference Insecticide - 96 oz EA 2 $1,720.00SY56375 Syngenta 611-20 Fungicides and Algaecides:Water Soluble Heritage Action Fungicide - 6 lb EA 4 $1,980.00SY56731Syngenta611-20Fungicide and Algaecide:WDGMural Fungicide - 1 lbEA6$201.50SY57470Syngenta611-20Fungicides and Algaecides:Water SolubleHeritage Action Fungicide - 1 lbEA6$333.00SY57749Syngenta611-20Insecticides:LiquidAcelepryn Insecticide - 0.5 galEA4$1,011.50SY58083Syngenta611-20Professional Turf:Plant Growth RegulatorsPrimo Maxx + Trimmit MultipakCS1$640.00SY58084Syngenta611-20Fungicides and Algaecides:LiquidDaconil Action + Heritage Action MultipakCS1$747.00SY60347 Syngenta 611-20 Fungicides and Algaecides:Water Soluble Heritage Action + Velista Multipak CS 1 $1,532.00SY60476 Syngenta 611-20 Fungicides and Algaecides:Liquid Heritage Action + Secure Multipak CS 1 $1,486.00SY60499 Syngenta 611-20 Insecticides:Granular Avid + Mainspring GNL Multipak CS 1 $1,485.00SY60500 Syngenta 611-20 Insecticides:Granular Mural + Mainspring GNL Multipak CS 1 $1,080.00SY60502 Syngenta 611-20 Fungicide and Algaecide:Liquid Downey Mildew/Phytophthora Multipak CS 1 $1,545.00SY60602R Syngenta 611-20 Insecticides:Liquid Divanem Insecticide - 0.5 gal EA 2 $1,575.00SY60880R Syngenta 611-20 Insecticides:Liquid Divanem + Heritage Action Multipak CS 1 $2,948.00SY63672 Syngenta 611-20 Fungicides and Algaecides:Liquid Secure Action Fungicide - 2.5 Gal EA 2 $1,625.00SY63674 Syngenta 611-20 Fungicides and Algaecides:Liquid Secure Action Fungicide - 0.5 Gal EA 2 $383.00SY63851Syngenta611-20Herbicides:Post Emergent:Selective LiquidManuscript Liquid Herbicide With Adigor Adjuvant PKCS1$636.00SY63859Syngenta611-20Fungicides and Algaecides:LiquidPosterity SC Fungicide - 105 ozEA2$1,890.00SY64182Syngenta611-20Insecticides:GranularProvaunt WDG Insecticide - 72 ozEA4$381.60SY64492Syngenta611-20Herbicides:Post Emergent:Selective LiquidManuscript Liquid Herbicide with Adigor Adjuvant PackCS1$636.00SY73710 Syngenta 611-20 Herbicides:Post Emergent:Non selective LiquidReward Landscape & Aquatic Herbicide - 2.5 gal EA 2 $197.50SY74240 Syngenta 611-20 Fungicides and Algaecides:Liquid Heritage Fungicide - 1 lb EA 6 $323.00SY74818 Syngenta 611-20 Fungicides and Algaecides:Liquid Heritage WDG Fairway Pack - 6 lb EA 4 $1,938.00SY76970 Syngenta 611-20 Professional Turf:Plant Growth Regulators Trimmit 2SC Plant Growth Regulator - 1 gal EA 1 $464.00 458 ZZSY42810Syngenta611-20Fungicides and Algaecides:LiquidFWY STARTER SOL AGENCY DIDI1$12,710.00ZZSY47951Syngenta611-20Fungicides and Algaecides:LiquidDAC ACT+BANMXII * PKCS1$378.00ZZSY53185 Syngenta 611-20 Fungicides and Algaecides:Liquid SUBDUE MAXX LNKPK 10GL DM 1 $5,250.00ZZSY54387 Syngenta 611-20 Fungicides and Algaecides:Liquid A2Z SOLUTION PAK AGENCY DI DI 1 $7,240.00ZZSY54394 Syngenta 611-20 Fungicides and Algaecides:Liquid CONTACT SOLUTION AGENCY DI DI 1 $10,040.01ZZSY55664 Syngenta 611-20 Insecticides:Granular Mainspring - 1 pt EA 8 $323.21ZZSY58193 Syngenta 611-20 Fungicides and Algaecides:Liquid GREENS CONTACT SOL AGENCY DI DI 1 $5,100.01ZZSY58194 Syngenta 611-20 Fungicides and Algaecides:Liquid WARM SEASON HERB SOL AGENCY DI DI 1 $3,340.00ZZSY58195 Syngenta 611-20 Fungicides and Algaecides:Liquid GREENS SYSTEM SOL AGENCY DI DI 1 $7,720.01ZZSY58207 Syngenta 611-20 Fungicides and Algaecides:Liquid ALL SEASON SOLUTION AGENCY DI DI 1 $10,670.00ZZSY58209Syngenta611-20Fungicides and Algaecides:LiquidFWY ACTION SOL AGENCY DIDI1$22,000.01ZZSY60237Syngenta611-20Fungicides and Algaecides:LiquidCLASSIC SOLUTION AGENCY DIDI1$4,920.00ZZSY60274Syngenta611-20Fungicides and Algaecides:LiquidABW SOLUTION AGENCY DIDI1$8,381.00ZZSY62073Syngenta611-20Fungicides and Algaecides:Water SolubleFAIRY RING *AGENCY* SOL PK 2018 SOLUTION PACKEA1$8,100.00ZZSY64587Syngenta611-20Fungicides and Algaecides:LiquidFairway Action Protector Solution DisplayDI1$9,730.00AMCYAM25 Basf 611-20 Insecticides:Granular:Ant Bait Amdro Pro Fire Ant Bait - 25 lb BG 1 $414.80AMDRIVEXLR Basf 611-20 Herbicides:Post Emergent:Selective Liquid Drive XLR8 Herbicide - 0.5 gal EA 4 $75.86AM2470040 Basf 611-20 Herbicides:Pre Emergent:Liquid Pendulum 3.3EC Herbicide - 2.5 gal EA 2 $76.92AM2480050 Basf 611-20 Herbicides:Pre Emergent:Granular Pendulum 2G Herbicide - 40 lb BG 1 $73.06AM59011038 Basf 611-20 Fungicides and Algaecides:Liquid Trinity Fungicide - 2.5 gal EA 2 $623.08AM59011057 Basf 611-20 Insecticides:Granular:Ant Bait Siesta Insecticide Fire Ant Bait - 15 lb BG 1 $229.74AM59011288 Basf 611-20 Fungicide and Algaecide:Liquid Stature SC Fungicide - 25 oz EA 6 $255.97AM59011636 Basf 611-20 Herbicides:Post Emergent:Selective Liquid Basagran T&O Herbicide - 1 gal EA 2 $86.86AM59012156 Basf 611-20 Insecticides:Liquid Pylon Miticide-Insecticide - 1 pt EA 4 $573.92AM59012595Basf611-20Insecticides:AerosolPylon TR Total Release Miticide/Insecticide - 2 ozEA12$26.13AM59012736Basf611-20Fungicide and Algaecide:LiquidOrvego Fungicide - 28 ozEA6$194.26AM59012766Basf611-20Fungicide and Algaecide:LiquidPageant TR Intrinsic Brand Fungicide - 3 ozEA12$40.01AM59012781Basf611-20Fungicide and Algaecide:LiquidTrinity TR Total Release Fungicide - 3 ozEA12$35.36AM59012784Basf611-20Fungicides and Algaecides:GranularPillar G Intrinsic Brand Fungicide - 30 lbBG1$78.35AM59012851 Basf 611-20 Fungicide and Algaecide:Liquid Empress Intrinsic Brand Fungicide - 24 oz EA 6 $205.32AM59013624 Basf 611-20 Herbicides:Post Emergent:Selective Liquid Pylex Herbicide - 8 oz EA 4 $553.36AM59013697 Basf 611-20 Adjuvants and Markers:Defoaming Agent Shake Down Antifoaming Agent - 1 qt EA 12 $18.09AM59014427 Basf 611-20 Herbicide:Post Emergent:Liquid Segment II Herbicide - 2.5 gal EA 1 $630.49AM59017959 Basf 611-20 Fungicides and Algaecides:Granular Pillar G Intrinsic Brand Fungicide - 15 lb BG 1 $43.83 459 AM59049276Basf611-20Herbicides:Pre Emergent:LiquidPendulum AquaCap Herbicide - 2.5 galEA2$174.10BCADMIRAL1Basf611-20Pond Management:Weed and Algae ControlAdmiral Lake & Pond Colorant - 1 galEA4$48.15BCBLKONYX1 Basf 611-20 Adjuvants and Markers:Colorant and Marker Black Onyx Lake Colorant - 1 gal EA 4 $95.43BCFM1 Basf 611-20 Adjuvants and Markers:Wetting Agents All-Weather Foam Concentrate - 1 gal EA 4 $61.18BCGL1 Basf 611-20 Adjuvants and Markers:Colorant and Marker Green Lawnger Turf Colorant - 1 gal EA 4 $72.71BCGL2 Basf 611-20 Adjuvants and Markers:Colorant and Marker Green Lawnger Turf Colorant - 2.5 gal EA 2 $171.18BCHILIGHT1Basf611-20Adjuvants and Markers:Colorant and MarkerHi-Light Blue Spray Pattern Indicator - 1 galEA4$55.88BCNTCBasf611-20Professional Turf:Miscellaneous ChemicalsNeutralize Spray Tank Cleaner - 2 lbEA12$16.17BCS1386Basf611-20Fertilizers:Micro NutrientsSprint 138 Turf & Greenhouse Nutrients - 5 lbEA6$104.87BCS33050Basf611-20Fertilizers:Micro NutrientsSprint 330 Turf & Greenhouse Nutrients - 50 lbEA1$494.44BCS3306 Basf 611-20 Fertilizers:Micro Nutrients Sprint 330 Turf & Greenhouse Nutrients - 5 lb EA 6 $56.05BCTMB Basf 611-20 Adjuvants and Markers:Colorant and Marker Turf Mark Blue Spray Pattern Indicator - 1 qt EA 12 $18.90BCTMB1 Basf 611-20 Adjuvants and Markers:Colorant and Marker Turf Mark Blue Spray Pattern Indicator - 1 gal EA 4 $55.63BCTMB2 Basf 611-20 Adjuvants and Markers:Colorant and Marker Turf Mark Blue Spray Pattern Indicator - 2.5 gal EA 2 $128.38BCTMB3 Basf 611-20 Adjuvants and Markers:Colorant and Marker Turf Mark Blue Spray Pattern Indicator - 30 gal DM 1 $1,455.00BCTMG2Basf611-20Adjuvants and Markers:Colorant and MarkerTurf Mark Green Spray Pattern Indicator - 2.5 galEA2$153.34BCTRANSITIONBasf611-20Adjuvants and Markers:Colorant and MarkerTransition HC Turf Colorant - 1 galEA4$181.16BCVISIONPROHDBasf611-20Adjuvants and Markers:Colorant and MarkerVision Pro HD Turf Colorant - 1 galEA4$162.62BC59013699 Basf Corporation 611-20 Adjuvant:Spray Indicators Hi-Light Red Spray Pattern Indicator - 1 qt EA 12 $34.72BYT4193473 Bayer 611-20 Herbicide:Post Emergent:Liquid Finale Herbicide - 2.5 gal EA 2 $125.00DSNEM50M Basf Corporation 611-20 Insecticides:Lawn and Garden:Granular Nemasys Benefical Nematodes (50 million) EA 1 $38.52 460 WH092307Basf611-20Insecticides:NaturalUltra Pure Oil Horticultural Insecticide, Miticide & Fungicide - 2.5 galEA2$72.57WH092308 Basf 611-20 Insecticides:Natural Ultra Pure Oil Horticultural Insecticide, Miticide & Fungicide - 30 galDM 1 $744.62WH1120 Basf 611-20 Insecticides:Aerosol Pyrethrum TR Total Release Insecticide - 2 oz EA 12 $23.82WH1326RR Basf 611-20 Insecticides:Liquid DuraGuard ME Microencapsulated Insecticide - 1 gal EA 4 $310.40WH1820 Basf 611-20 Insecticides:Aerosol Attain TR Total Release Insecticide - 2 oz EA 12 $25.25WH1922RR Basf 611-20 Insecticides:Aerosol Duraplex TR Total Release Insecticide - 2 oz EA 12 $24.29WH2002 Basf 611-20 Fungicide and Algaecide:Liquid Green-Shield II Disinfectant & Algicide - 1 gal EA 4 $45.26WH2003 Basf 611-20 Fungicide and Algaecide:Liquid Green-Shield II Disinfectant & Algicide - 30 gal DM 1 $1,170.06WH45182529Basf611-20Professional Grower:Miscellaneous ChemicalsSensor Yellow Pest Monitoring Cards - 3" x 5"EA15$24.69WH5901231Basf611-20Insecticides:LiquidBeethoven TR Total Release Miticide/Insecticide - 2 ozEA12$23.15WH59012589Basf611-20Insecticides:Aerosol1300 Orthene TR Total Release Insecticide - 6 ozEA12$29.74ZZAM4BCHILGHT30 Basf Corporation 611-20 Adjuvants and Markers:Colorant and Marker Hi-Light Blue Spray Pattern Indicator - 30 gal DM 1 $1,500.00AM590112350 Basf 611-20 Fungicides and Algaecides:Liquid Honor Intrinsic Brand Fungicide WDG - 3 lb EA 6 $459.00AM59011279 Basf 611-20 Herbicides:Post Emergent:Selective Liquid Pendulum AquaCap Herbicide - 15 gal DM 1 $750.00AM59011296 Basf 611-20 Herbicides:Post Emergent:Selective Granular Freehand 1.75G Herbicide - 50 lb BG 1 $97.50AM59012349 Basf 611-20 Fungicides and Algaecides:Water Soluble Pageant Intrinsic Brand Fungicide - 1 lb EA 4 $94.30AM59012429 Basf 611-20 Fungicides and Algaecides:Water Soluble Pageant Intrinsic Brand Fungicide - 12 lb EA 4 $1,047.60AM59012885 Basf 611-20 Fungicides and Algaecides:Granular Honor Intrinsic Brand Fungicide - 36 lb DM 1 $4,104.00AM59013833Basf611-20Fungicides and Algaecides:LiquidXzemplar Fungicide - 114 ozEA2$1,476.30AM59013840Basf611-20Fungicides and Algaecides:LiquidLexicon Intrinsic Brand Fungicide - 21 ozEA4$514.50AM59014112Basf611-20Insecticides:LiquidSultan Miticide - 1 ptEA4$158.00AM59014120Basf611-20Fungicides and Algaecides:LiquidXzemplar Fungicide - 11.4 ozEA4$169.86AM59014134Basf611-20Fungicides and Algaecides:LiquidInsignia SC Intrinsic Brand Fungicide - 30.5 ozEA4$449.88AM59014135 Basf 611-20 Fungicides and Algaecides:Liquid Insignia SC Intrinsic Brand Fungicide - 2.5 gal EA 2 $3,050.00AM59014176 Basf 611-20 Insecticides:Liquid Pylon Miticide-Insecticide - 0.5 gal EA 2 $1,552.50AM59014232 Basf Corporation 611-20 Fungicides and Algaecides:Liquid BASF Plant Health Cube DI 1 $9,133.01AM59014244 Basf 611-20 Fungicides and Algaecides:Liquid New Innovation Cube EA 1 $7,788.01AM59014247 Basf 611-20 Herbicides:Pre Emergent:Liquid Tower Herbicide - 2.5 gal EA 2 $780.00 461 AM59014379Basf611-20Fungicide and Algaecide:LiquidOrkestra Intrinsic Brand Fungicide - 16 ozEA4$144.80AM59014396Basf611-20Fungicides and Algaecides:LiquidGreens Foundation Cube DisplayDI1$6,191.01AM59018037 Basf 611-20 Fungicides and Algaecides:Liquid Greens Protector Cube Display DI 1 $9,479.01DSAM59049202 Basf 611-20 Herbicides:Pre Emergent:Liquid Pendulum AquaCap Herbicide - 110 gal DM 1 $5,500.00ZZAM59021463 Basf Corporation 611-20 Herbicides:Pre Emergent:Liquid Emerald Fungicide - 10/0.49 lb EA 10 $105.35AQBLASTSPRAY Aquatrols Corp Of Am 611-20 Adjuvants and Markers:Wetting Agents Blast Spray - 2.5 gal EA 2 $182.75AQDSPR30GL Aquatrols 611-20 Adjuvants and Markers:Wetting Agents Dispatch Sprayable - 30 gal DM 1 $2,680.50AQT002 Aquatrols 611-20 Applicators:Sprayers:Miscellaneous Advantage Applicator EA 1 $175.07AQT008 Aquatrols 611-20 Adjuvants and Markers:Wetting Agents Advantage Plus Pellets EA 6 $14.99AQ03 Aquatrols 611-20 Adjuvant:Wetting Agents AquaGro 2000 - 120 lb DM 1 $710.00AQ04Aquatrols611-20Adjuvants and Markers:Wetting AgentsPrimer Select Soil Surfactant - 50 lbBG1$108.46AQ06Aquatrols611-20Adjuvant:Wetting AgentsAqua-Gro 2000 - 44 lbDM1$267.67AQ07Aquatrols611-20Adjuvants and Markers:Wetting AgentsPrimer Select Soil Surfactant - 2.5 galEA2$180.58AQ08Aquatrols611-20Adjuvants and Markers:Wetting AgentsSixteen 90 - 2.5 galEA2$174.43AQ15Aquatrols611-20Adjuvants and Markers:Wetting AgentsPrimer Select Soil Surfactant - 30 galDM1$2,166.92AQ16 Aquatrols 611-20 Adjuvants and Markers:Wetting Agents Blast Injectable Agency - 30 gal DM 1 $1,002.00AQ19 Aquatrols 611-20 Adjuvants and Markers:Wetting Agents Dispatch Sprayable - 2.5 gal EA 2 $234.38AQ20 Aquatrols 611-20 Adjuvants and Markers:Wetting Agents Aqueduct Soil Surfactant - 2.5 gal EA 2 $175.63AQ21 Aquatrols 611-20 Adjuvants and Markers:Wetting Agents Aqueduct Soil Surfactant - 30 gal DM 1 $1,858.50AQ22 Aquatrols 611-20 Adjuvants and Markers:Wetting Agents Aqueduct Flex Granular - 44 lb BG 1 $154.00AQ28 Aquatrols 611-20 Adjuvant:Wetting Agents Aqua-Gro L with PsiMatric Technology - 2.5 gal EA 2 $233.13AQ42 Aquatrols 611-20 Adjuvants and Markers:Wetting Agents Revolution Soil Surfactant - 30 gal DM 1 $3,102.00AQ44 Aquatrols 611-20 Adjuvants and Markers:Wetting Agents Revolution Soil Surfactant - 2.5 gal EA 2 $261.25AQ50 Aquatrols 611-20 Adjuvants and Markers:Wetting Agents Zipline Soil Surfactant - 2.5 gal EA 2 $259.13AQ51Aquatrols611-20Adjuvants and Markers:Wetting AgentsZipline Soil Surfactant - 30 galDM1$3,109.50AQ95582Aquatrols611-20Adjuvant:Wetting AgentsCapSil Surfactant - 1 galEA4$177.92ZZAQBLASTINJ258Acablastinjtg258611-20Adjuvants and Markers:Wetting AgentsBlast Injectable - 258 galDM1$8,449.50ZZAQBLASTSPR30Aquatrols Corp Of Am611-20Adjuvants and Markers:Wetting AgentsBLAST SPRAY - 30 glDM1$2,001.00ZZAQCALT59Aquatrols Corp Of Am611-20Adjuvants and Markers:Wetting AgentsCALTRISAL ST *AGNCY *D 5.9 GLEA1$263.14ZZAQDISP270 Aquatrols 611-20 Adjuvants and Markers:Wetting Agents Dispatch Injectable - 270 gal DM 1 $9,166.50ZZAQINFILTRX Aquatrols Corp Of Am 611-20 Adjuvants and Markers:Wetting Agents INFILTRX SOIL PENETRANT 55GL DM 1 $1,468.08ZZAQINFILTRX270 Aquatrols Corp Of Am 611-20 Adjuvants and Markers:Wetting Agents INFILTRX SOIL PENETRANT 270GL DM 1 $6,770.77ZZAQ17 Aquatrols Corp Of Am 611-20 Adjuvants and Markers:Wetting Agents DISPATCH INJECT 55GL DM 1 $1,966.25ZZAQ45 Aquatrols Corp Of Am 611-20 Adjuvants and Markers:Wetting Agents REVOLUTION 55GL DM 1 $5,687.00 462 FTS20120Growth Products611-20Fertilizers:General Turf:LiquidThe Classic 18-3-6 - 2.5 galEA2$39.84FTS20231Growth Products, Ltd.611-20Fertilizers:General Turf:LiquidPro-Formance Ultra 18-3-6 - 2.5 galEA2$128.84FTS20330 Growth Products 611-20 Fertilizers:General Turf:Liquid Arbor Care 15-8-4 - 2.5 gal EA 2 $51.33FTS20372 Growth Products 611-20 Fertilizers:General Turf:Liquid Palm PRO 12-4-12 2.5 gal EA 2 $70.50FTS20400 Growth Products 611-20 Fertilizers:General Turf:Liquid Pro Balance 15-0-15 - 2.5 gal EA 2 $48.16FTS20460 Growth Products 611-20 Fertilizers:General Turf:Liquid Nitro Plus K 22-0-16 - 2.5 gal EA 2 $64.89FTS20530 Growth Products 611-20 Fertilizers:General Turf:Liquid Nitro-30 SRN 30-0-0 - 2.5 gal EA 2 $53.29FTS20572 Growth Products, Ltd. 611-20 Fertilizers:General Turf:Liquid Nitro 22 22-0-0 + Sulfur - 2.5 gal EA 2 $28.76FTS20574 Growth Products, Ltd. 611-20 Fertilizers:General Turf:Liquid 22-0-0 NITRO-22 + AS 30GL DM 1 $322.63FTS20600 Growth Products 611-20 Fertilizers:General Turf:Liquid Turf Potassium 0-0-25 - 2.5 gal EA 2 $51.35FTS20880Growth Products611-20Fertilizers:General Turf:LiquidAutumn Care 6-12-12 Fertilizer - 2.5 galEA2$47.79FTS20960Growth Products611-20Fertilizers:LiquidTKO Phosphite 0-29-26 - 2.5 galEA2$60.11FTS20981Growth Products611-20Fertilizers:MicronutrientsRe-Store Plus 3-0-2 - 2.5 galEA2$92.46FTS30110Growth Products611-20Fertilizer:NaturalEssential Plus 1-0-1 - 1 qtEA12$16.59FTS30120Growth Products611-20Fertilizers:MicronutrientsEssential Plus 1-0-1 for Turf - 2.5 galEA2$146.06FTS30172 Growth Products 611-20 Fertilizers:Micronutrients Green-Speed Si 0-2-5 - 2.5 gal EA 2 $68.35FTS30189 Growth Products, Ltd. 611-20 Fertilizers:General Turf:Liquid Sil-Guard Phosphite 0-2-5 - 2.5 gal EA 2 $67.27FTS30252 Growth Products 611-20 Fertilizers:General Turf:Liquid BioNutrients 8-0-9 - 5 x 8 oz EA 6 $87.52FTS30320 Growth Products 611-20 Fertilizers:Micronutrients Companion Maxx 2.5 gal EA 1 $293.62FTS30520 Growth Products, Ltd. 611-20 Adjuvants and Markers:Buffer Agents pH Reducer Citric Acid - 2.5 gal EA 2 $44.90FTS40120 Growth Products 611-20 Fertilizers:Micronutrients X-Xtra Iron 6-0-0 - 2.5 gal EA 2 $44.85FTS40270 Growth Products 611-20 Fertilizers:Micronutrients Cal-Tec 9% Calcium Glucoheptonate 6-0-0 - 2.5 gal EA 2 $59.02FTS40530 Growth Products 611-20 Fertilizers:Micronutrients Micrel Total 5-0-0 - 2.5 gal EA 2 $84.18FTS40720 Growth Products 611-20 Fertilizers:Micronutrients Magnesium Chelate 3% - 2.5 gal EA 2 $58.14FTS40820Growth Products611-20Fertilizers:MicronutrientsManganese Chelate 5% - 2.5 galEA2$54.91FTS40870Growth Products611-20Fertilizers:LiquidMicroTech CT 4-0-0 - 2.5 galEA2$30.86FTS41120HGrowth Products611-20Fertilizers:MicronutrientsIron Max AC 6% 15-0-0 - 2.5 galEA2$35.77FTS41130Growth Products611-20Fertilizers:General Turf:LiquidIron Max AC 6% 15-0-0 - 30 galDM1$423.47FTS41150Growth Products611-20Fertilizers:MicronutrientsIron Max AC 6% 15-0-0 - 275 galDM1$2,449.23FTS50630H Growth Products 611-20 Fertilizers:Liquid Bloomtastic Starter Plus 8-32-5 - 2.5 gal EA 2 $58.37FTS80110H Growth Products 611-20 Fertilizers:General Turf:Liquid Companion Biological Fungicide - 1 gal EA 1 $132.49ZZFTF20620 Growth Products, Ltd. 611-20 Fertilizers:General Turf:Liquid 0-0-25 TURF POTASSIUM 55 GL DM 1 $1,024.48ZZFTS20130 Growth Products, Ltd. 611-20 Fertilizers:General Turf:Liquid 18-3-6 CLASSIC 50%MU 30 GAL DM 1 $541.96ZZFTS20150 Growth Products, Ltd. 611-20 Fertilizers:General Turf:Liquid 18-3-6 CLASSIC 50%MU 275GL DM 1 $4,382.47 463 ZZFTS20190Growth Products, Ltd.611-20Fertilizers:General Turf:Liquid12-12-12 42%MU 2/2.5GLEA1$53.31ZZFTS20260Growth Products, Ltd.611-20Fertilizers:General Turf:Liquid20-3-3 QUICK RESPONSE 2/2.5GLEA2$47.20ZZFTS20350 Growth Products, Ltd. 611-20 Fertilizers:General Turf:Liquid 15-8-4 ARBOR CARE 55 GAL DM 1 $997.23ZZFTS20560 Growth Products, Ltd. 611-20 Fertilizers:General Turf:Liquid 30-0-0 NITRO-30 85%MU275GL DM 1 $4,570.92ZZFTS20670 Growth Products, Ltd. 611-20 Fertilizers:Micronutrients Liquid Phosphorous 0-30-0 - 2.5 gal EA 2 $50.60ZZFTS20700 Growth Products, Ltd. 611-20 Fertilizers:Micronutrients 0-30-0 TURF PHOS 275 GL EA 1 $4,548.08ZZFTS20900 Growth Products, Ltd. 611-20 Fertilizers:General Turf:Liquid 6-12-12 AUTUMN CARE 55 GAL DM 1 $970.28ZZFTS30130 Growth Products, Ltd. 611-20 Fertilizers:Micronutrients 1-0-1 ESSENTIAL PLUS 30 GAL DM 1 $1,622.89ZZFTS30220 Growth Products, Ltd. 611-20 Fertilizers:General Turf:Liquid Landscapers Bionutrition 3-0-3 granular 30/8OZ EA 30 $5.64ZZFTS30253 Growth Products, Ltd. 611-20 Fertilizers:General Turf:Liquid BIONUTRIENTS 8-0-9 20# BG 1 $617.71ZZFTS30282Growth Products, Ltd.611-20Fertilizers:General Turf:LiquidBIONUTRIENTS Total-pak injectable 30/8OZEA30$12.65ZZFTS30285Growth Products, Ltd.611-20Fertilizers:General TurfBIONUTRIENTS Total-pak Injectable 50#BG1$964.16ZZFTS40140Growth Products, Ltd.611-20Fertilizers:Micronutrients6-0-0 XTRA IRON 55 GALDM1$930.62ZZFTS40150Growth Products, Ltd.611-20Fertilizers:General Turf:LiquidXXTRA IRON 275GLDM1$4,246.61ZZFTS40320Growth Products, Ltd.611-20Fertilizers:MicronutrientsCal Mag Max 7-0-3 - 2.5 galEA1$93.25HDC1002 Chapin 611-20 Applicators:Hand Sprayers Multi-Purpose Sprayer - 48 oz EA 6 $9.64HDC26011XP Chapin 611-20 Applicators:Compression Sprayers ProSeries XP Poly Sprayer - 1 gal EA 1 $32.18HDC26021XP Chapin 611-20 Applicators:Compression Sprayers ProSeries XP Poly Sprayer - 2 gal EA 1 $36.79HDC26031XP Chapin 611-20 Applicators:Compression Sprayers ProSeries XP Poly Sprayer - 3 Gallon EA 1 $46.76HDC27010 Chapin 611-20 Applicators:Compression Sprayers SureSpray Select Sprayer - 1 Gallon EA 1 $22.86HDC27020 Chapin 611-20 Applicators:Compression Sprayers SureSpray Select Sprayer - 2 Gallon EA 1 $24.74HDC27030 Chapin 611-20 Applicators:Compression Sprayers SureSpray Select Sprayer - 3 Gallon EA 1 $29.36HDC362 Chapin 611-20 Applicators:Hose End Professional All Purpose Hose End Sprayer with Metering DialEA 6 $18.48HDC385Chapin611-20Applicators:Hose EndInsecticide Hose End Sprayer - 6 galEA6$4.48HDC390Chapin611-20Applicators:Hose EndLawn Hose End Sprayer - 20 galEA6$4.48HDC5000Chapin611-20Applicators:DustersRose & Plant Duster - 16 ozEA1$9.47HDC60100Chapin611-20Applicators:Compression SprayersDeluxe Backpack Sprayer - 4 galEA1$59.81HDC61925Chapin611-20Applicators:MiscellaneousSeal and Gasket KitEA1$10.32HDC63924 Chapin International 611-20 Applicators:Compression SprayersBattery Powered Wide Mouth Backpack Sprayer 24 Volt - 4 galEA 1 $179.96HDC64601 Chapin 611-20 Applicators:Miscellaneous XP Viton Sprayer Repair Kit EA 1 $14.42HDC66000 Chapin International 611-20 Applicators:Miscellaneous Brass Adjustable Cone Nozzle with Viton EA 1 $6.50HDC66002 Chapin International 611-20 Applicators:Miscellaneous Brass Nozzle Adjustable Cone for Poly Shut-Off EA 1 $5.81 464 HDC67711Chapin611-20Applicators:MiscellaneousExtension Wand - Brass Curved Male - 18"EA1$12.15HDC67749Chapin611-20Applicators:MiscellaneousExtension Wand - Poly with Viton Curved - 18"EA1$6.93HDC68060 Chapin Manufacturing 611-20 Applicators:Miscellaneous Concentrate Tank for 15 gal ATV Sprayer (97361) EA 1 $19.07HDC68061X Chapin Manufacturing 611-20 Applicators:Miscellaneous Concentrate Tank for 25 gal ATV Sprayer (97561) EA 1 $29.30HDC97100B Chapin Manufacturing 611-20 Applicators:Compression Sprayers ATV Spot Sprayer Promotional - 15 gal DI 1 $770.85HDC97361 Chapin Manufacturing 611-20 Applicators:Compression Sprayers EZ Mount ATV Sprayer w/MOE System - 15 gal EA 1 $189.20HDC97561 Chapin Manufacturing 611-20 Applicators:Compression Sprayers EZ Mount ATV Sprayer w/MOE System - 25 gal EA 1 $227.50ZRHDC362 Chapin International 611-20 Retail:IndividualItemSales CHAPIN 16OZ HOSE END EACH EA 1 $20.47ZZHDCLBXR20 Chapin International 611-20 Applicators:Miscellaneous 20V LITHIUM BATTERY EA EA 1 $48.31ZZHDC1000 Chapin International 611-20 Applicators:Hose End GARDEN 48OZ SPRAYER PK/6 EA 6 $10.99ZZHDC1105Chapin International611-20Applicators:Hand SprayersSPRAYER MULTIUSE UPDN 12/32OZEA12$3.20ZZHDC1280Chapin International611-20Applicators:Compression SprayersSPRAYER TRIPOXY 2 GL EAEA1$66.13ZZHDC1380Chapin International611-20Applicators:Hand SprayersSPRAYER 3GL TRIPOXY EAEA1$73.75ZZHDC2002Chapin611-20Applicators:Compression SprayersSure Spray Sprayer - 2 galEA1$18.67ZZHDC21210XPChapin International611-20Applicators:Compression SprayersSPRAYER PREM POLY 1GL EAEA1$57.87ZZHDC21220XP Chapin International 611-20 Applicators:Compression Sprayers SPRAYER PREM POLY 2GL EA EA 1 $65.65ZZHDC21230XP Chapin 611-20 Applicators:Compression Sprayers Poly Sprayer with Relief Valve - 3 gal EA 1 $75.71ZZHDC2675E Chapin 611-20 Applicators-Sprayers Pest Control Poly Sprayer - 1 gal EA 1 $36.64ZZHDC4700 Chapin 611-20 Applicators:Miscellaneous Fertilizer Injector - 16oz EA 1 $28.76ZZHDC4701 Chapin 611-20 Applicators:Miscellaneous Fertilizer Injector - 24oz EA 1 $32.07ZZHDC61800 Chapin International 611-20 Applicators:Compression Sprayers PRO 4GL BACKPACK SPRAYER EA EA 1 $78.04ZZHDC62000 Chapin International 611-20 Applicators:Miscellaneous SPRAYER POLY SHUT-OFF EA EA 1 $6.61ZZHDC63900 Chapin International 611-20 Applicators:Compression Sprayers SPRAYER JETCLEAN BP 4GL EA 1 $109.28ZZHDC68131 Chapin International 611-20 Applicators:Miscellaneous KIT NOX W BLISTER EA 1 $8.29ZZHDC68180Chapin International611-20Applicators:MiscellaneousREPL PISTON REPAIR KIT EAEA1$13.11ZZHDC68219Chapin International611-20Applicators:MiscellaneousREPL EXT WAND POLY EAEA1$15.55ZZHDC68231Chapin International611-20Applicators:MiscellaneousREPL SHUT OFF ASSY EAEA1$10.54ZZHDC80000Chapin International611-20Applicators:Granule SpreaderSPREADER RES BC 65LB CAP PK/3EA3$48.80ZZHDC80080Chapin International611-20Applicators:Granule SpreaderSPREADER RES 80# EAEA1$134.86ZZHDC82080 Chapin International 611-20 Applicators:Granule Spreader SPREADER CONTRACTOR 80LB EA EA 1 $189.56ZZHDC84000 Chapin International 611-20 Applicators:Miscellaneous GARDEN SEEDER W/6 PLATES EACH EA 1 $89.91ZZHDC84600 Chapin International 611-20 Applicators:Granule Spreader SPREADER BAG PRO PK10 EA 10 $32.04FTF9910805 Lebanonturf 611-20 Fertilizers:General Turf:Liquid ROOTS Tree Saver - 3 oz pail EA 1 $490.52FTF9920143 Lebanonturf 611-20 Fertilizers:General Turf ROOTS BioPak Plus 3-0-20 - 1 lb EA 5 $71.71 465 FTF9921000Lebanonturf611-20Fertilizers:General TurfROOTS Trees 27-9-9 - 8 lbEA5$37.26FTF9921006Lebanonturf611-20Fertilizers:General TurfROOTS Trees 11-22-22 - 8 lbEA5$44.38FTF9921010 Lebanonturf 611-20 Fertilizers:General Turf ROOTS Trees 27-9-9 - 40 lb BG 1 $153.75FTF9921013 Lebanonturf 611-20 Fertilizers:General Turf ROOTS Trees 11-22-22 - 40 lb BG 1 $181.33LEF2252006 Lebanonturf 611-20 Fertilizers:Fairway Grade:Granular 19-0-19 ProScape 62% Mesa 3% Iron - 50 lb BG 1 $40.81LEF54324 Lebanonturf 611-20 Fertilizers:Fairway Grade:Granular ProScape 32-0-6 - 50 lb BG 1 $27.70LEG2252043 Lebanonturf 611-20 Fertilizers:Greens Grade:Granular LTCC BLEND 17-0-17 100MTX - 50 lb BG 1 $41.58LEG41456 Lebanonturf 611-20 Fertilizers:Greens Grade:Granular Pro Scape 16-4-8, 1% Iron - 50 lb BG 1 $31.42LE2254269 Lebanonturf 611-20 Fertilizers:Combination:Granular ProScape 16-0-8 43% MESA .43 Barricade SGN200 - 50 lbBG 1 $28.62LE2254318Lebanonturf611-20Fertilizers:Fairway Grade:GranularProScape 25-0-5 - 50 lbBG1$30.30LE2396104Lebanonturf611-20Professional Turf:Erosion ControlPennMulch Seed Accelerator - 40 lbBG1$21.11RT2757134Lebanon611-20Fertilizers:BiostimulantsROOTS endoROOTS 3-3-4 Fine Granular - 50 lbBG1$69.69RT3756549Lebanonturf611-20Fertilizers:General Turf:LiquidROOTS 1>2>3 Premix - 2.5 galEA2$166.57RT3756554Lebanon611-20Fertilizers:Biostimulants9-3-6 TurfVigor - 2.5 galEA2$50.47RT3757002 Lebanonturf 611-20 Fertilizers:Biostimulants ROOTS AGRIplex 0-3-5 Micro Chelated Liquid Micro-Nutrients - 2.5 galEA 2 $131.09RT4223701 Lebanonturf 611-20 Fertilizers:Biostimulants ROOTS Transplant 1-Step - 4 oz DM 1 $142.73RT4232700 Lebanonturf 611-20 Fertilizers:Biostimulants M-ROOTS 3-3-3 - 25 lb BG 1 $38.73ZZLE2154241 Lebanon Seaboard Corporation 611-20 Fertilizers:Fairway Grade:Granular 20-0-25 PS 100% EXPO 50# BG 1 $45.44ZZLE2253839 Lebanon Seaboard Corporation 611-20 Fertilizers:Combination:Granular 22-0-6 Fertilizer with 40% Mesa, .15% Dimension - 50 lb BG 45 $33.58ZZLE2254273 Lebanon Seaboard Corporation 611-20 Fertilizers:Combination 16-0-8 .19DIM 43%MESA 45/50# BG 45 $33.88ZZLE2256351 Lebanon Seaboard Corporation 611-20 Fertilizers:Combination 18-5-10 METHEX EXPO 45/50# BG 45 $41.11ZZRT3756986Lebanon Seaboard Corporation611-20Fertilizers:General Turf:LiquidROOTS 0-5-8 FE 8% 2/2.5 GALEA2$203.12CM216412Ohp611-20Insecticides:Water SolubleDecathlon 20 WP - 8 ozEA12$96.64CM2480106Ohp611-20Professional Grower:Plant Growth RegulatorsCycocel - 1 qtEA4$50.68CM2480108Ohp611-20Professional Grower:Plant Growth RegulatorsCycocel - 1 galEA4$108.11CM981080 Ohp 611-20 Insecticides:Liquid Applause SC - 1 pt EA 8 $270.00CM981081 Ohp 611-20 Insecticides:Liquid Notavo SC Ovicide & Miticide - 1 pt EA 8 $287.00CM981145 Ohp 611-20 Fungicide and Algaecide:WDG Areca Fungicide - 5 lb EA 4 $115.00CM981150 Ohp 611-20 Fungicide and Algaecide:Liquid Astun SC Fungicide 1 qt EA 4 $173.00 466 CM981221Ohp611-20Insecticides:NaturalAzatin O IGR - 1 qtEA1$224.47CM981350Ohp611-20Herbicide:Pre Emergent:GranularBiathlon - 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1 qt EA 6 $127.78SY22123Syngenta611-20Insecticides:Water SolubleEndeavor Insecticide - 2.5 ozCS6$173.76SY23418Syngenta611-20Insecticides:GranularMeridian 0.33G Insecticide - 40 lbBG1$93.47SY25873Syngenta611-20Insecticides:LiquidAvid 0.15EC Miticide/Insecticide - 8 ozEA20$91.13SY26782Syngenta611-20Insecticides:LiquidArdent Miticide/Insecticide - 1 qtEA4$86.67SY3215 Syngenta 611-20 Herbicide:Post Emergent:Liquid Fusilade II Turf & Ornamental Herbicide - 1 qt EA 8 $78.08SY34062 Syngenta 611-20 Professional Turf:Plant Growth RegulatorsPodium Plant Growth Regulator (Generic Primo Maxx) - 1 galEA 2 $152.94SY3419RR Syngenta 611-20 Insecticides:Liquid Scimitar CS Insecticide - 1 qt EA 8 $177.73SY34443 Syngenta 611-20 Herbicides:Pre Emergent:Miscellaneous Resolute 65WG Herbicide - 5 lb EA 4 $54.28 469 SY3711Syngenta611-20Herbicides:AquaticReward Landscape & Aquatic Herbicide - 1 galEA4$106.67SY38687Syngenta611-20Fungicides and Algaecides:GranularHeritage G Fungicide - 30 lbBG1$59.08SY38782 Syngenta 611-20 Herbicides:Pre Emergent:Liquid Pennant Magnum Herbicide - 1 gal EA 4 $231.38SY44907 Syngenta 611-20 Herbicides:Pre Emergent:Liquid Resolute 4FL Herbicide - 1 gal EA 4 $89.74SY46256 Syngenta 611-20 Herbicides:Pre and Post Emergent Tenacity Herbicide - 8 oz EA 12 $71.61SY47129 Syngenta 611-20 Professional Turf:Miscellaneous Chemicals Caravan G Insecticide - 30 lb BG 1 $74.18SY52855 Syngenta 611-20 Insecticides:Water Soluble Citation Insecticide - 6 x 2.66 oz EA 8 $344.55SY53181 Syngenta 611-20 Fungicide and Algaecide:Granular Subdue GR Fungicide - 25 lb BG 1 $144.00SY53191 Syngenta 611-20 Fungicide and Algaecide:Liquid Subdue Maxx Fungicide - 1 qt EA 12 $189.33SY53199 Syngenta 611-20 Insecticides:Granular Acelepryn G Insecticide - 25 lb BG 1 $90.00SY53209Syngenta611-20Insecticides:Granular:Ant BaitAdvion Fire Ant Bait - 25 lbBG1$315.79SY53212Syngenta611-20Insecticides:Granular:Ant BaitAdvion Fire Ant Bait - 2 lbEA8$37.89SY53344Syngenta611-20Insecticides:GranularProvaunt WDG Insecticide - 12 ozEA8$107.62SY58199Syngenta611-20Fungicide and Algaecide:LiquidSegovis Fungicide - 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50 lb BA 1 $16.61KU5BProfile611-20Professional Turf:Erosion ControlConwed Fibers Hydro Mulch 2000 - 50 lbBG1$20.34KU5EXProfile611-20Professional Turf:Erosion ControlConwed Fibers EnviroBlend - 50 lbBA1$14.84KU6CProfile611-20Professional Turf:Erosion ControlConwed Fibers Cellulose - 50 lbBG1$12.43BYTP3843894Bayer611-20Insecticides:GranularProkoz Zenith 0.5G Insecticide - 30 lbBG1$26.45BYTP79404506Bayer611-20Insecticides:MiscellaneousProkoz Zenith 75WSP Insecticide - 1.6 ozEA1$21.46BYTP81002215 Bayer 611-20 Insecticides:Liquid Prokoz Zenith 2F Insecticide - 1 gal EA 4 $65.88CHLUCID Sipcam Agro 611-20 Insecticides:Liquid Lucid Miticide/Insecticide - 1 qt EA 10 $48.00CHPRAM1RR Control Solutions 611-20 Herbicides:Post Emergent:Non selective LiquidPramitol 25E - 1 gal EA 4 $52.07 472 CHPRAM2RRControl Solutions611-20Herbicides:Post Emergent:Non selective LiquidPramitol 25E - 2.5 galEA2$127.27CHPRAM3RR Control Solutions 611-20 Herbicides:Post Emergent:Non selective GranularPramitol 5PS - 25 lb BG 1 $90.91CHTRANSOM2 Nufarm 611-20 Fungicides and Algaecides:Liquid Transom 4.5 Fungicide - 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3 x 1/3 lb EA 12 $14.30PC12686 Amvac 611-20 Insecticides Nuvan Prostrips - 3 x 65 g EA 6 $32.21PC12687 Amvac 611-20 Insecticides Nuvan Prostrips - 12 x 16 g EA 6 $44.66PC13891 Amvac 611-20 Insecticides:Aerosols Nuvan Directed Spray Aerosol - 17 oz EA 12 $35.28TIBASAMIDR Amvac 611-20 Professional Turf:Soil Amendments Basamid G Soil Fumigant - 50 lb BG 1 $475.17ZZGDVESS275R Prokoz, Inc 611-20 Herbicides:Post Emergent:Selective Liquid VESSEL 30.56% 24-D 275 GL DM 1 $7,809.29AM45091651 Basf 611-20 Applicators:Parts System III Large Pouch EA 6 $33.11AM45091679 Basf 611-20 Traps, Monitors, Stations Advance Station Replacement Caps (25 Pack) EA 4 $35.87AM45091683 Basf 611-20 Applicators:Parts The Spider Station Access Tool EA 10 $30.44AM45091694Basf611-20ApplicatorsSystem III Gun & Hose AssemblyEA6$232.17AM45091696Basf611-20Applicators:PartsSystem III Hose Assembly - RedEA6$33.56AM45091701Basf611-20Applicators:PartsSystem III Hose Assembly - BlueEA6$33.56AM4518594Basf611-20ApplicatorsTermidor Dry ApplicatorEA1$177.78AM59011639Basf611-20Insecticides:AerosolsPT Phantom II Pressurized Insecticide - 17.5 ozEA12$20.89AM59011770 Basf 611-20 Insecticides:Aerosols PT ProControl Plus Fogger - 12 x 6 oz EA 12 $7.44AM59011779 Basf 611-20 Insecticides:Liquids Cy-Kick CS Controlled Release Insecticide - 1 pt EA 6 $48.23AM59011781 Basf 611-20 Insecticides:Liquids Cy-Kick CS Controlled Release Insecticide - 120 oz EA 4 $277.33AM59011782 Basf 611-20 Insecticides:Aerosols PT Cy-Kick Pressurized Insecticide - 17.5 oz EA 12 $13.44AM59011783 Basf 611-20 Insecticides:Aerosols PT 221L Pressurized Insecticide - 17.5 oz EA 12 $12.56 473 AM59011787Basf611-20Insecticides:DustTri-Die Silica + Pyrethrum Dust - 5 lbEA4$133.01AM59011792Basf611-20Insecticides:Insect BaitsAvert Dry Flowable Cockroach Bait - 30 gEA12$29.17AM59011798 Basf 611-20 Insecticides:Insect Baits Advance 375A Granular Ant Bait - 8 oz EA 12 $15.38AM59011799 Basf 611-20 Insecticides:Insect Baits Advance 375A Granular Ant Bait - 2 lb EA 4 $51.28AM59011801 Basf 611-20 Insecticides:Aerosols PT Ultracide Pressurized Flea Insecticide - 20 oz EA 12 $22.67AM59011807 Basf 611-20 Insecticides:Aerosols PT P.I. Pressurized Contact Insecticide - 18 oz EA 12 $25.33AM59011810 Basf 611-20 Insecticides:Aerosols PT Cy-Kick CS Pressurized Crack & Crevice Insecticide - 20 ozEA 12 $19.11AM59011811 Basf 611-20 Cleaners, Sanitizers Instant Soap 'N Water Foaming Cleanser - 9 oz EA 12 $8.33AM59011841 Basf 611-20 Insecticides:Aerosols PT Alpine Pressurized Insecticide - 20 oz EA 12 $21.44AM59011842Basf611-20Insecticides:DustAlpine Dust Insecticide - 3 lbEA4$71.79AM59011849Basf611-20Cleaners, SanitizersPT Alpine Ant & Termite Foam - 20 ozEA6$22.92AM59011965Basf611-20Insecticides:Insect BaitsAdvance Granular Carpenter Ant Bait - 8 ozEA12$26.18AM59011967Basf611-20Insecticides:Insect BaitsAdvance Granular Carpenter Ant Bait - 2 lbEA4$89.10AM59011986Basf611-20Insecticides:LiquidsPermaCap CS Controlled Release Insecticide - 120 ozEA4$108.67AM59012032 Basf 611-20 Insecticides:Insect Baits Advance 360A Dual Choice Ant Bait Stations (4 Pack) EA 18 $5.17AM59012139 Basf 611-20 Insecticides:Insect Pheromones and Monitors960 Vector Fruit Fly Trap (12 Pack) EA 4 $76.04AM59012140 Basf 611-20 Insecticides:Insect Pheromones and Monitors4 Allure Stored Product Moth Kit EA 24 $6.42AM59012295 Basf 611-20 Insecticides:Aerosols PT 565 Plus XLO Pressurized Contact Insecticide - 20 oz EA 12 $22.56AM59012375 Basf 611-20 Insecticides:Insect Baits Alpine Cockroach Gel Bait Reservoir - 4 x 30 g EA 5 $27.18AM59012565 Basf 611-20 Insecticides:Aerosols PT Alpine Flea & Bed Bug Pressurized Insecticide - 20 oz EA 12 $20.77AM59012764Basf611-20Insecticides:AerosolsPT Tri-Die Pressurized Dust Insecticide - 8 ozEA12$16.22AM59012846Basf611-20Insecticides:AerosolsTermidor Foam Termiticide / Insecticide - 20 ozEA6$26.44AM59014019Basf611-20Insecticides:AerosolsPT Alpine Pressurized Fly Bait - 16 ozEA6$23.77AM59014067Basf611-20Insecticides:Insect BaitsAlpine Cockroach Gel Bait Rotation 2 Reservoir - 4 x 30 gEA4$27.18AM59014203 Basf 611-20 Insecticides:Wettable Powder Alpine WSG Water Soluble Granule Insecticide - 200 g EA 4 $74.38AM59014503 Basf 611-20 Rodenticides Selontra Rodent Bait - 8 lb EA 1 $74.67AM59021467 Basf 611-20 Insecticides:Liquids Termidor SC Termiticide / Insecticide - 20 oz EA 4 $79.67AM59021550 Basf 611-20 Insecticides:Liquids Phantom Termiticide-Insecticide - 75 oz EA 4 $276.00 474 AM59021551Basf611-20Insecticides:LiquidsPhantom Termiticide-Insecticide - 21 ozEA4$83.00PCSTRAWParagon Professional Pc611-20Applicators:PartsC&C STRAW FOR AEROSOLS 3/BGBG3$1.00PC02107 Paragon 611-20 Insecticides:Liquids Conquer Liquid Insecticide - 1 pt EA 12 $15.29PC02449 Basf 611-20 Insecticides:Wettable Powder Orthene PCO Pellets - 10 x 1.4 oz EA 12 $63.98PC11526 Temp-Vent 611-20 Mattress Covers & Tyvex Suits Temp-Vent Automatic Foundation Vents - Series 6 EA 12 $24.50PC11527 Paragon Professional Pc 611-20 Mattress Covers & Tyvex Suits SERIES 6 BRN TEMP VENT PK12 EA 12 $24.50PC12005 Paragon 611-20 Nitrile Gloves & Shoe Covers Paragon Blue Bait Gun EA 1 $27.36PC59011843 Basf 611-20 Insecticides:Aerosols PT Clear Zone III Metered Pyrethrin Spray - 6.25 oz EA 12 $12.23PC59012289 Basf 611-20 Insecticides:Aerosols PT Pro-Control Total Release Aerosol Formula 2 - 6 oz EA 12 $7.56WH59013766 Basf 611-20 Insecticides:Aerosols PT Wasp-Freeze Wasp & Hornet Insecticide - 17.5 oz EA 12 $9.67ZRAM59012764Paragon Professional Pc611-20Professional Grower:IndividualItemSalesTRI-DIE AEROSOL DUST 8 OZEA1$25.50ZZAM45091609Paragon Professional Pc611-20Traps, Monitors, StationsVECTOR PLASMA LIGHT TRAP EAEA1$305.19ZZAM45091613Basf611-20Traps, Monitors, StationsPLASMA SCREENED LIGHT TRAP EAEA1$305.19ZZAM45091614Paragon Professional Pc611-20ApplicatorsVECTOR PLASMA ONE SCRN TRP EAEA1$183.33ZZAM45185602Paragon Professional Pc611-20Traps, Monitors, StationsVECTOR 15W ACTINIC BULB PK25EA25$10.23ZZAM59011958 Paragon Professional Pc 611-20 Insecticides:Dust MOTHEREARTH DUST 10 LB BG 1 $76.58ZZAM59014473 Basf 611-20 Insecticides:Liquids Fendona CS Controlled Release Insecticide - 30 gal DM 1 $6,773.33ZZPCSSC Paragon Professional Pc 611-20 Nitrile Gloves & Shoe Covers SIERRA SUPER COACH VACCUM EA EA 1 $528.57ZZPC11525 Paragon Professional Pc 611-20 Mattress Covers & Tyvex Suits VENT SERIES 6 GREY TEMP PK12 EA 12 $24.50ZZPC45091695 Paragon 611-20 Applicators:Parts System III Gun Body EA 6 $37.11ZZPC45183815 Paragon Professional Pc 611-20 Traps, Monitors, Stations ACTINIC 36 WATT BULB PK25 EA 25 $14.5510AM45091692 Paragon Professional Pc 611-20 Traps, Monitors, Stations VECTOR UNI GLUE BOARD 144/PK2 EA 144 $2.80PCLID Stinger Sprayer Company 611-20 Applicators:Parts Stinger Sprayer Systems Tank Lid EA 1 $32.67PCSWIVEL Stinger Sprayer Company 611-20 Applicators:Parts Hose Reel Swivel - 1/2" Stainless Steel EA 1 $54.67PC1050252302Stinger Sprayer Company611-20Applicators-SprayersStinger Power Sprayer - 50 galEA1$3,553.33PC1100252302Stinger Sprayer Company611-20Applicators-SprayersStinger Power Sprayer - 100 galEA1$3,666.67PC23200Stinger611-20Applicators:Parts3/8" 600 PSI Hose - 300'RL1$310.33PC38768Stinger Sprayer Company611-20Applicators:Parts1/2" 600 PSI Sprayer Hose PVC Power - 300'RL1$340.00ZZPCBELTONStinger Sprayer611-20Applicators-SprayersSprayer with Fiberglass Tank, Honda Motor and Hypro D-252 Pump - 50 galEA1$3,553.33ZZPC1025350150 Stinger Sprayer Co. 611-20 Applicators-Sprayers Stinger 25 gallon sprayer with Pumptec 12V pump reel and 150' hoseEA 1 $2,560.00ZZPC15201718 Stinger Sprayer Co. 611-20 Applicators:Parts REEL HANNAY 1520-17-18 EA EA 1 $413.3303PC1050350302 Bell 611-20 Applicators-Sprayers SPRAYER E50 LEESON MTR EA 1 $3,226.67 475 HYCYGRO1Ecologel Solutions611-20Fertilizers:MicronutrientsCytoGro Hormone Biostimulant - 1 galEA4$142.31HYDESP25Ecologel Solutions611-20Adjuvants and Markers:Wetting AgentsHydretain ES Plus - 2.5 galEA2$110.77HYDESP55 Ecologel Solutions 611-20 Adjuvants and Markers:Wetting Agents Hydretain ES Plus - 55 gal DM 1 $2,428.46HYDGOCMP30 Ecologel Solutions 611-20 Soil Amendments:Organic Hydretain ES Plus Granular OC - 15 lb DI 1 $1,006.57HYDGOCP120 Ecologel Solutions 611-20 Soil Amendments:Organic Hydretain ES Plus Granular OC 15 lb BG 1 $33.57HYDHYDRT32 Ecologel Solutions 611-20 Adjuvants/Agents:Soil Amendments Hydretain ES Plus RTS - 1 qt EA 12 $22.12HYDRT3248 Ecologel Solutions 611-20 Adjuvants/Agents:Soil Amendments Hydretain ES Plus Retail Display - 1 qt DI 1 $1,061.73HYHESPOC40 Ecologel Solutions 611-20 Adjuvants and Markers:Wetting Agents Hydretain ES Plus Granular OC - 40 lb BG 1 $60.92ZZHYDGOC0310 Ecologel Solutions 611-20 Adjuvants and Markers:Wetting Agents Hydretain Granular OC 10/3# EA 10 $10.38ZZHYDGOC0372 Ecologel Solutions 611-20 Adjuvants/Agents:Soil Amendments HYDRETAIN GRANULAR 72/3LB DI 1 $724.90ZZHYD36QT363LBEcologel Solutions611-20Adjuvants/Agents:Soil AmendmentsHydretain Moist Manager Combo DisplayDI1$1,158.99ZZHYHESP275Ecologel Solutions, Llc611-20Adjuvants and Markers:Wetting AgentsHYDRETAIN ES PLUS 275 GLDM1$9,646.15LNCTFROOTFDRGnc Industries611-20Applicators:MiscellaneousMag-1 Root FeederEA1$336.29LNCTF1185500Gnc Industries611-20Applicators:SprayersDo It All Mag 1 Kit with NozzlesEA1$119.53LNCTF1185701Gnc Industries611-20Applicators:SprayersMag-2000 Lawn Spray GunEA1$57.37LNCTF1285716 Gnc Industries 611-20 Applicators:Sprayers:Parts Lawn Nozzle #2 Yellow EA 1 $15.91LNCTF1285717 Gnc Industries 611-20 Applicators:Sprayers:Parts Lawn Nozzle #3 Green EA 1 $15.91PCBA42003P Gnc Industries 611-20 Nitrile Gloves & Shoe Covers Sharpshooter Holster EA 1 $25.71PCBA42005 Gnc Industries 611-20 Nitrile Gloves & Shoe Covers Sharpshooter Extension EA 1 $11.07PCBA42006 Gnc Industries 611-20 Nitrile Gloves & Shoe Covers Maxforce Belt EA 1 $13.81PCBA42007 Gnc Industries 611-20 Nitrile Gloves & Shoe Covers Maxforce Pouch EA 1 $11.64PCBA42008 Gnc Industries 611-20 Nitrile Gloves & Shoe Covers Ammo Strap for Gel Baits EA 1 $10.43PCBA42011 Gnc Industries 611-20 Nitrile Gloves & Shoe Covers Bait Gun Metal Tips EA 25 $10.80ZZPCCP82P530 Gnc Industries, Inc 611-20 Applicators-Sprayers 50 GL GNC COMPACT SPRAYER EA 1 $3,239.99ZZPCLPXXP530Gnc Industries, Inc611-20Applicators-Sprayers50 gallon sprayer with 12" electric reel with 300'x3/8" hoseEA1$3,758.43ZZPCPCXXP530EGnc Industries, Inc611-20Applicators-Sprayers100 gallon sprayer with 18" electric reel with 300'x1/2" hoseEA1$2,839.00ZZPCPCXXP530MGnc Industries, Inc611-20Applicators-Sprayers100 gallon sprayer with 18" manual reel with 300'x1/2" hoseEA1$2,839.00ZZPCSSXXP530 Gnc Industries, Inc 611-20 Applicators-Sprayers 100 GL GNC SPC SVR SPRAYER EA 1 $4,689.43ZZPC1285525 Gnc Industries, Inc 611-20 Applicators:Parts MAG1 NOZZLE SPACER EA EA 1 $5.80ZZPC85PC60 Gnc Industries, Inc 611-20 Applicators-Sprayers 50 GL COMPACT SPRAYER P530 EA EA 1 $3,336.00RI75 Pcs Sales 611-20 Fertilizer:Garden:Granular 46-0-0 Urea - 50 lb BG 1 $18.18 476 CHOIL2Drexel Chemical611-20Insecticides:NaturalDamoil - 2.5 galEA2$27.57CHOIL5Drexel Chemical611-20Insecticides:NaturalDamoil - 5 galEA1$53.31CHOIL55 Drexel Chemical 611-20 Insecticides:Natural Damoil - 55 gal DM 1 $550.00DXAMSSUPREME Drexel Chemical 611-20 Adjuvants and Markers:Spreader and Sticker AMS-Supreme - 2.5 gal EA 2 $24.63DXMALATHION Drexel Chemical 611-20 Insecticides:Lawn and Garden:Concentrate Malathion 5EC - 2.5 gal EA 2 $114.55DXMES100 Drexel Chemical 611-20 Adjuvants and Markers:Spreader and Sticker MES-100 Spray Adjuvant - 2.5 gal EA 2 $31.72DXMSMA Drexel Chemical 611-20 Herbicides:Post Emergent:Selective Liquid MSMA 6 Plus - 2.5 gal EA 2 $83.33DXPEPTOILDrexel Chemical611-20Adjuvant:Spreader StickerPeptoil - 1 galEA4$13.75DXPINDEEDrexel Chemical611-20Herbicides:Pre Emergent:LiquidPin-Dee 3.3 T&O - 1.25 galEA4$41.67DX11320102RDrexel Chemical611-20Herbicides:Forage Herbicide:SpecialtyDe-Amine 4 LC 2,4-D - 2.5 galEA1$40.91DX11320106RDrexel Chemical611-20Herbicides:Forage Herbicide:SpecialtyDe-Amine 4 LC 2,4-D - 30 galDM1$469.09DX24850101Drexel Chemical611-20Adjuvants and Markers:Wetting AgentsF.M. - 160 Foam Marker Concentrate - 1 galEA4$23.92DX28190505 Drexel Chemical 611-20 Adjuvants and Markers:Defoaming Agent Fome-Kil Defoamer - 1 qt EA 12 $7.16DX8020 Drexel Chemical 611-20 Adjuvant:Spreader Sticker Surf-AC 820 Non-Ionic Surfactant - 1 gal EA 4 $12.08DX8020A Drexel Chemical 611-20 Adjuvant:Spreader Sticker Surf-AC 820 Non-Ionic Surfactant - 2.5 gal EA 2 $29.38DX9010 Drexel Chemical 611-20 Adjuvant:Spreader Sticker Surf-AC 910 - 2.5 gal EA 2 $34.79TIA4LRR Drexel Chemical 611-20 Herbicides:Pre Emergent:Liquid Atrazine 4L - 2.5 gal EA 2 $36.22TIDIREX Drexel Chemical 611-20 Herbicides:Post Emergent:Non selective MiscellaneousDiuron 4L Herbicide - 2.5 gal EA 2 $56.96ZRDXPEPTOIL Drexel Chemical Company 611-20 Retail:IndividualItemSales Peptoil Crop Oil Concentrate - 1 gal EA 1 $12.13ZRDX8020 Drexel Chemical Company 611-20 Retail:IndividualItemSales Surf-Ac 820 Non-Ionic Surfactant - 1 gal EA 1 $10.66ZRDX8020ADrexel Chemical Company611-20Retail:IndividualItemSalesSURF-AC 820 NON-IONIC 2.5GA EAEA1$27.22ZRDX9010Drexel Chemical Company611-20Retail:IndividualItemSalesSURF-AC 910 NON-IONIC 2.5GAEA1$33.65ZZDXSIM90DF2Drexel Chemical Company611-20Herbicides:Pre Emergent:MiscellaneousSIMAZINE 90DF WDG 25#BG1$129.93ZZDX03800118Drexel611-20Herbicides:Post Emergent:Selective LiquidMSMA 6 PLUS - 275 galDM1$9,078.53ZZDX05200101Drexel611-20Herbicides:Post Emergent:GlyphosateImitator Plus Herbicide - 1 galEA4$17.96ZZDX05200102 Drexel 611-20 Herbicides:Post Emergent:Glyphosate Imitator Plus Herbicide - 2.5 gal BG 96 $43.64ZZDX05200106 Drexel Chemical Company 611-20 Herbicides:Post Emergent:Glyphosate Imitator Plus Herbicide - 30 gal DM 1 $510.55ZZDX23000102 Drexel 611-20 Adjuvant:Spreader Sticker Peptoil - 2.5 gal EA 96 $33.54ZZDX23732102 Drexel Chemical Company 611-20 Adjuvants:Herbicides SIRFACTANT 8020 2/2.5GL EA 2 $24.38 477 ZZDX24200102Drexel611-20Adjuvants and Markers:Spreader and StickerAMS-Xtra Conditioning Adjuvant - 2.5 galEA2$15.30ZZDX8020D Drexel Chemical 611-20 Adjuvant:Spreader Sticker Surf-AC 820 Non-Ionic Surfactant - 4/55 gal BG 1 $609.58ZZDX901 Drexel Chemical Company 611-20 Adjuvant:Spreader Sticker SURF-AC 910 NON IONIC 4/1GL EA 1 $14.25BEAW Hanes Geo Components 611-20 Landscape Supplies:Miscellaneous Jute Mat - 4' x 225' RL 1 $85.40ECEXCL4X112D American Excelsior Company 611-20 Professional Turf:Erosion ControlCurlex Double Net (Curlex II) Erosion Control Blanket - 4' x 112.5', GreenRL 1 $27.85ECEXCL4X150X American Excelsior Company 611-20 Professional Turf:Erosion Control Curlex Erosion Control Blanket - 4' x 150', Natural RL 1 $34.23ECEXCL8X112S American Excelsior Company 611-20 Professional Turf:Erosion Control Curlex Erosioin Control Blanket - 8' x 112.5', Green RL 1 $54.05ECEXCL8X150X American Excelsior Company 611-20 Professional Turf:Erosion Control Curlex I Erosion Control Blanket - 8' x 150', Natural RL 1 $68.47ECTES1101Hanes Geo Components611-20Professional Turf:Erosion ControlHeavy Commercial Silt Fence - 36" x 100' RollRL1$34.46ECTES7000Hanes Geo Components611-20Professional Turf:Erosion ControlHeavy Duty Safety Fence - 4' x 100' RolRL1$14.86ECTPOST4X85Hanes Geo Components611-20Professional Turf:Erosion ControlSilt Fence T-Post - 4' x 8.5EA1$3.03ZZECTERRATEXHDHanes Geo Components611-20Professional Turf:Erosion ControlTERRA-TEX HD 15'X300' RLRL1$432.43BHICEMELT3WMears Fertilizer, Inc.611-20Landscape Supplies:Ice MeltICE MELT 3-WAY 50#BG1$10.85BHICEMELT3W20 Mears Fertilizer, Inc. 611-20 Landscape Supplies:Ice Melt ICE MELT 3-WAY 20# BG 1 $5.14ZZBHB48350 Mears Fertilizer, Inc. 611-20 Landscape Supplies:Ice Melt PLOW KING ICE MELT 49/50# BG 49 $14.18ZZBHSALTM50 Mears Fertilizer, Inc. 611-20 Landscape Supplies:Ice Melt MEDIUM ROCK SALT 49/50# PL BG 49 $10.28ZZMEMGCL250 Mears Fertilizer, Inc. 611-20 Landscape Supplies:Ice Melt LIQUID ICE MELT 250 GL DM 1 $1,435.02FSAMITY Vista Seed Partners 611-20 Grass Seed:Turf Type Fescue Amity Turf Type Tall Fescue - 50 lb BG 1 $79.29FS95L Vista Seed Partners 611-20 Grass Seed:Poa Trivialis Laser Poa Trivialis Treated - 50 lb BG 1 $180.37FS95P3TXR Vista Seed Partners 611-20 Grass Seed:Perennial Ryegrass Vista Pro Edge - 50 lb BG 1 $59.28ZZTRIPLETALL Vista Seed Partners 611-20 Lawn Seed:Turf Type Fescue TRIPLE TALL BLEND 50# BG 1 $69.29ANAGCDGGYP5 The Andersons 611-20 Professional Turf:Fertilizers DG Gypsum Soil Enhancer, SGN100 - 50 lb BG 1 $21.30ANAGCK12MDG4The Andersons611-20Fertilizers:Contec DGContec DG 0-0-12 Mag-tec Fertilizer - 40 lbBG1$44.70ANAGC126WMDG40The Andersons611-20Fertilizers:Contec DGContec DG 12-24-8 Fertilizer - 40 lbBG1$48.60ANAGC80193The Andersons611-20Applicators:Spreaders:DropRotary Spreader (Model 2000)EA1$801.12ANAGC80991The Andersons611-20Applicators:Spreaders:BroadcastRotary Spreader (Model 2000 - AccuPro)EA1$618.19ANAPT14W5The Andersons611-20Fertilizers:Fairway Grade:GranularTurf Fertilizer 14-7-7 with 2% Fe, Micros, 50% MUtech, SGN215 - 50 lbBG1$31.71ANAPT18NBR5 The Andersons 611-20 Fertilizers:Combination:Granular Turf Fertilizer 18-0-4 with 0.426% Barricade Herbicide, 25% NS-54, SGN215 - 50 lbBG 1 $21.71ANAPT184P5 The Andersons 611-20 Fertilizers:Fairway Grade:Granular Turf Fertilizer 18-12-6 with 25% NS-54, Avail, SGN215 - 50 lbBG 1 $24.21 478 ANAPT20NPD5The Andersons611-20Fertilizers:Combination:GranularTurf Fertilizer 20-0-4 with 0.86% ProPendi Herbicide, 30% Fortify-N, SGN215 - 50 lbBG1$20.80ANAPT21NDM5 The Andersons 611-20 Fertilizers:CombinationTurf Fertilizer 21-0-10 with 0.25% Dimension Herbicide, 50% Fortify-N, SGN215 - 50 lbBG 1 $32.40ANAPT241NFE5 The Andersons 611-20 Fertilizers:Fairway Grade:GranularTurf Fertilizer 24-0-8 with 50% Fortify-N, 2% Fe, SGN215 - 50 lbBG 1 $21.79ANAQ14010W The Andersons 611-20 Fertilizers:Natural UltraMate LQ Liquid Humic Solution 0-0-3 - 2.5 gal EA 2 $38.00ANASPGYHUGRN5 The Andersons 611-20 Professional Turf:Soil Amendments Biomend DG Black Gypsum, SGN75 - 50 lb BG 1 $40.80ANASP22HCUBG5 The Andersons 611-20 Professional Turf:Soil AmendmentsTurf Fertilizer 22-0-4 with 50% HCU, 43% Black Gypsum DG, SGN240 - 50 lbBG 1 $21.90ANASP44HCU5The Andersons611-20Professional Turf:FertilizersHCU 44-0-0 Humic Coated Urea - 50 lbBG1$28.80ANASP80081The Andersons611-20Applicators:Spreaders:DropDrop Spreader (Model SSD)EA1$953.51ANFAPT164251The Andersons611-20Fertilizers:Fairway Grade:GranularTurf Fertilizer 16-4-8 with 2% Fe, 40% NS-54, SGN135 - 50 lbBG1$21.07ANFAPT18850The Andersons611-20Fertilizers:Fairway Grade:GranularTurf Fertilizer 18-24-12 with 48% NS-54, SGN240 - 50 lbBG1$29.57ANFAPT22NM5 The Andersons 611-20 Fertilizers:Fairway Grade:GranularTurf Fertilizer 22-0-3 with 50% Fortify-N, 2% Fe, SGN215 - 50 lbBG 1 $22.00ANFAPT2455 The Andersons 611-20 Fertilizers:Fairway Grade:GranularTurf Fertilizer 24-5-11 with 3% Fe, 50% NS-54, SGN240 - 50 lbBG 1 $25.64ANFAPT5151 The Andersons 611-20 Fertilizers:Fairway Grade:GranularTurf Fertilizer 5-0-31 with 10% Fe, 20% NS-54, SGN215 - 50 lbBG 1 $23.36ANFBWI2010FE5 The Andersons 611-20 Fertilizers:Fairway Grade:Granular 20-5-10 Fertilizer with 50% NS-52, 2% FE - 50 lb BG 1 $26.93ANGAGCK13MDG4 The Andersons 611-20 Fertilizers:Contec DG Contec DG 0-0-13 Kal-tec Fertilizer - 40 lb BG 1 $35.40ANGAGCK25MDG4The Andersons611-20Fertilizers:Contec DGContec DG 0-0-25 Fertilizer - 40 lbBG1$51.60ANGAGCSOPGM5The Andersons611-20Fertilizers:Greens Grade:GranularTee Time 0-0-28 Fertilizer with 3% Fe, 5% Mg, Micros, SGN100 - 50 lbBG1$51.49ANGAGC10W5The Andersons611-20Fertilizers:Greens Grade:Granular10-20-20 Fertilizer with 50% MUtech - 50 lbBG1$47.31ANGAGC105WMDG40The Andersons611-20Fertilizers:Contec DGContec DG 10-5-20 Fertilizer - 40 lbBG1$48.60ANGAGC12MDG4 The Andersons 611-20 Fertilizers:Contec DG Contec DG Generation 3 12-3-12 Fertilizer - 40 lb BG 1 $46.90ANGAGC13M5 The Andersons 611-20 Fertilizers:Greens Grade:Granular Tee Time 13-2-13 Fertilizer with 100% AS, 2% Fe, SGN 100 - 50 lbBG 1 $41.49ANGAGC131WDG4 The Andersons 611-20 Fertilizers:Contec DG Contec DG 13-0-26 Fertilizer - 40 lb BG 1 $56.00 479 ANGAGC142M5The Andersons611-20Fertilizers:General Turf:MiscellaneousTee Time 14-28-10 Fertilizer with 1% Fe, Micros, 50% MUtech, SGN100 - 50 lbBG1$43.15ANGAGC178WMDG4 The Andersons 611-20 Fertilizers:Contec DG Contec DG Generation 3 17-0-17 Fertilizer - 40 lb BG 1 $52.80ANGAGC181WMDG4 The Andersons 611-20 Fertilizers:Contec DG Contec DG Generation 3 18-9-18 Fertilizer - 40 lb BG 1 $53.90ANGAGC1816WDG4 The Andersons 611-20 Fertilizers:Contec DG 18-3-18 Contec DG 93% - 40 lb BG 1 $54.40ANGAGC184M5 The Andersons 611-20 Fertilizers:Greens Grade:Granular Tee Time 18-6-15 Fertilizer with 2% Fe, Micros, 65% MUtech, SGN100 - 50 lbBG 1 $49.25ANGAGC1919WMDG4 The Andersons 611-20 Fertilizers:Contec DG Contec DG 19-0-15 Fertilizer - 40 lb BG 1 $54.50ANGAGC225M5 The Andersons 611-20 Fertilizers:Greens Grade:Granular Tee Time 22-0-22 Fertilizer with 1% Fe, Micros, 65% MUtech, SGN100 - 50 lbBG 1 $52.09ANGAGC254M5The Andersons611-20Fertilizers:Greens Grade:GranularTee Time 25-5-15 Fertilizer with 1% Fe, Micros, 50% MUtech, SGN125 - 50 lbBG1$46.12ANGAGC6MDG4The Andersons611-20Fertilizers:Contec DGContec DG Generation 3 6-0-12 Fertilizer - 40 lbBG1$49.90ANGAGC72WMDG4The Andersons611-20Fertilizers:Contec DGContec DG 7-14-14 Fertilizer - 40 lbBG1$46.80ANGAGC8M5The Andersons611-20Fertilizers:Greens Grade:GranularTee Time 8-0-16 Ultradwarf Special Fertilizer with 100% AS, 2% Fe, 5% Mn, 3% Mg, SGN100 - 50 lbBG1$48.81ANGAGC83296 The Andersons 611-20 Fertilizers:Micronutrients A-TEP Hi Mag Trace Element Package, SGN125 - 50 lb BG 1 $74.77ANGAGC9WDG4 The Andersons 611-20 Fertilizers:Contec DG Biomend DG 9-4-9 Fertilizer with 4.26% Ca, 6% Humic Acid, 50% MUtech, SGN75 - 40 lbBG 1 $45.60ANGASPHU100DG4 The Andersons 611-20 Fertilizers:Contec DG Humic DG Greens, SGN75 - 40 lb BG 1 $55.10ANHAGC86561 The Andersons 611-20 Herbicides:Pre Emergent:Granular Goosegrass/Crabgrass Control, SGN80 - 28.8 lb BG 1 $119.90ANHDGT241 The Andersons 611-20 Herbicides:Pre Emergent:Granular Crabgrass Preventer with 2% Team Herbicide (Dispersible Granules), SGN150 - 40 lbBG 1 $23.96ANHDG25B4 The Andersons 611-20 Herbicides:Pre Emergent:Granular Crabgrass Preventer with 2.5% Balan Herbicide (Dispersible Granules), SGN150 - 40 lbBG 1 $27.08ANHDG5TF4The Andersons611-20Herbicides:Pre Emergent:GranularWeed & Grass Preventer with 5% Treflan Herbicide (Dispersible Granules) - 40 lbBG1$32.21ANIAGC15NAC5The Andersons611-20Fertilizers:Insecticide:Granular15-0-15 Fertilizer with 0.067% Acelepryn Insecticide, SGN150 - 50 lbBG1$46.58ANIAGC82221 The Andersons 611-20 Insecticides:Granular Insecticide III with DG Pro, SGN 100 - 28.1 lb BG 1 $47.89ANIAPT218AL50 The Andersons 611-20 Fertilizers:Insecticide:Granular Turf Fertilizer 21-0-7 with 0.225% Allectus Insecticide, 40% NS-54, SGN215 - 50 lbBG 1 $29.68ANIASP221AC51 The Andersons 611-20 Fertilizers:Combination:Granular22-0-7 Fertilizer with 0.067% Acelepryn Insecticide, 50% NS-54 , SGN215 - 50 lbBG 1 $43.81 480 ANNS1266The Andersons611-20Fertilizers:Time ReleaseNursery Choice 12-6-6 Fertilizer with 100% MUtech, Micros, SGN215 - 50 lbBG1$27.81ANPAGCSOPDT5 The Andersons 611-20 Fertilizers:Combination:Granular Turf Fertilizer 0-0-20 with 0.164% Dithiopyr Herbicide, SGN100 - 50 lbBG 1 $76.70ANPAGC222R5 The Andersons 611-20 Fertilizers:Combination:GranularTurf Fertilizer 22-0-10 with 1% Ronstar Herbicide, 100% NS-54, SGN240 150 - 50 lbBG 1 $55.54ANPAGC55R5 The Andersons 611-20 Fertilizers:Combination:Granular Turf Fertilizer 5-0-15 with 1% Ronstar Herbicide, SGN150 - 50 lbBG 1 $46.94ANPAGC8606 The Andersons 611-20 Fertilizers:Combination:Granular Turf Fertilizer 22-0-6 with 0.75% ProPendi Herbicide, 40% NS-54, SGN215 - 50 lbBG 1 $26.27ANPAGC8633The Andersons611-20Fertilizers:Combination:GranularTurf Fertilizer 11-3-11 with 0.86% ProPendi Herbicide, 40% Poly-S, SGN150 - 50 lbBG1$23.53ANPAGC86842The Andersons611-20Fertilizers:Combination:GranularTurf Fertilizer 15-5-10 with 1% Ronstar Herbicide, 40% NS-54, SGN215 - 50 lbBG1$48.63ANPAGC8687The Andersons611-20Fertilizers:Combination:GranularTurf Fertilizer 5-5-20 with 1% Ronstar Herbicide, SGN215 - 50 lbBG1$46.54ANPAPTBR450 The Andersons 611-20 Fertilizers:Combination Turf Fertilizer 0-0-7 with 0.426% Barricade Herbicide, SGN215 - 50 lbBG 1 $17.80ANPAPTDG48BR51 The Andersons 611-20 Fertilizers:General Turf:Liquid 0.48% Barricade on DG Pro, SGN150 - 50 lb BG 1 $39.52ANPAPT135PD5 The Andersons 611-20 Fertilizers:Combination:Granular Turf Fertilizer 13-3-7 with 0.86% ProPendi Herbicide, 40% NS-54, SGN215 - 50 lbBG 1 $21.32ANPAPT153ML4 The Andersons 611-20 Fertilizers:Combination:Granular Turf Fertilizer 15-0-8 with 0.869% Millennium Ultra Herbicide, SGN150 - 40 lbBG 1 $25.75ANPAPT164ES4 The Andersons 611-20 Fertilizers:Combination:GranularTurf Fertilizer 16-0-8 with Escalade Herbicide, SGN150 - 40 lbBG 1 $25.62ANPAPT215BR5The Andersons611-20Fertilizers:Combination:GranularTurf Fertilizer 21-3-8 with 0.426% Barricade Herbicide, 25% NS-54, SGN215 - 50 lbBG1$24.58ANPAPT5BR504The Andersons611-20Fertilizers:CombinationTurf Fertilizer 5-5-25 with 0.426% Barricade Herbicide, SGN215 - 50 lbBG1$22.62ANPATT54BR501 The Andersons 611-20 Fertilizers:Combination:Granular Turf Fertilizer 5-5-30 with 0.48% Barricade Herbicide, SGN150 - 50 lbBG 1 $31.81ANSAPT4M2X25 The Andersons 611-20 Fertilizers:General Turf:Liquid Foltec Cytozorb-S 4-0-1 Fertilizer with 2% Fe, Micros - 2.5 galEA 2 $126.97ANSAPT6M2X25 The Andersons 611-20 Fertilizers:General Turf:Liquid Foltec Chlorofast-S 6-0-0 - 2.5 gal EA 2 $109.13 481 ANSASPFSGMINORThe Andersons611-20Fertilizers:General Turf:MiscellaneousFoltec SG Minors - 2.25 lbEA10$20.90ANSASPK8FSGThe Andersons611-20Fertilizers:General Turf:MiscellaneousFoltec SG 8-24-8 Fertilizer - 13.6 lbEA3$69.67ANSASP16FSG The Andersons 611-20 Fertilizers:General Turf:Miscellaneous Foltec SG 16-0-16 Fertilizer - 13.6 lb EA 3 $69.67ANSASP24FSG The Andersons 611-20 Fertilizers:General Turf:Miscellaneous Foltec SG 24-0-8 Fertilizer - 13.6 lb EA 3 $69.67ANSASP8FSG The Andersons 611-20 Fertilizers:General Turf:Miscellaneous Foltec SG 8-0-24 Fertilizer - 13.6 lb EA 3 $69.67ANUAGC8583 The Andersons 611-20 Fungicides and Algaecides:Granular Golden Eagle Fungicide on DG Pro - 44 lb BG 1 $89.87ANULTRAMATE6X2 The Andersons 611-20 Fertilizers:Micronutrients UltraMate SG - 6 lb EA 2 $59.40ZZANAGCDGLIME5 The Andersons 611-20 Fertilizers:Contec DG DG LIME 40/50# BG 40 $19.40ZZANAGC141WMDG4 The Andersons 611-20 Fertilizers:Contec DG 14-7-14 CONTEC DG 60%MU 40# BG 1 $51.30ZZANAGC19WM50 The Andersons 611-20 Fertilizers:Fairway Grade:Granular 19-26-5 18%MU 40/50# BG 1 $41.57ZZANAGC23NFE5The Andersons611-20Fertilizers:Fairway Grade:Granular23-0-6 50% NSN 2% FE - 50 lbBG40$26.29ZZANAGC2424WDGThe Andersons611-20Fertilizers:Combination24-0-10 CONTC .103%DIM 50/40#BG50$40.22ZZANAGC25NMBKThe Andersons611-20Fertilizers:General Turf25-0-9 80%NSN 1000#BG1$605.84ZZANAGC391W5The Andersons611-20Fertilizers:Greens Grade:Granular39-0-0 100% MU 40/50#BG40$52.09ZZANAGC6BR5The Andersons611-20Fertilizers:Combination:Granular6-0-16 .426 BAR 150SGN 40/50#BG40$29.99ZZANAPTDG25DM5 The Andersons 611-20 Fertilizers:General Turf:Liquid DGPro 150 with .25% Dimension - 50 lb BG 40 $47.65ZZANAPT184LD5 The Andersons 611-20 Fertilizers:Combination:Granular 18-0-5 W/ LCKUP/DCMBA 40/50# BG 40 $30.77ZZANAPT187DM50 The Andersons 611-20 Fertilizers:Fairway Grade:Granular 18-0-9 .125DIM/.40NS54 40/50# BG 40 $28.14ZZANAPT21NDMBK The Andersons 611-20 Fertilizers:Combination:Granular 21-0-10 50%NS54 .25%DIM 1000# BG 1 $674.05ZZANAPT21NFEBK The Andersons 611-20 Fertilizers:Fairway Grade:Granular 21-0-21 75% NSN 2% FE 1000# BG 1 $484.29ZZANAPT221AC51B The Andersons 611-20 Fertilizers:Insecticide:Granular 22-0-7 50%NS54 .067%ACEL1000# BG 1 $881.29ZZANAPT2250WF4 The Andersons 611-20 Fertilizers:Combination:Granular 22-0-4 TRIMEC .72% 50/40# BG 50 $23.81ZZANAPT241NFEBK The Andersons 611-20 Fertilizers:Fairway Grade:Granular 24-0-8 50% NSN 2%FE 1000# BG 1 $452.86ZZANAPT511BK The Andersons 611-20 Fertilizers:Fairway Grade:Granular 5-0-31 20%NS-54 10%FE 1000# BG 1 $484.29ZZANASPGYHUDG5The Andersons611-20Professional Turf:Soil AmendmentsBLACK GYPSUM DG 240SGN 45/50#BG45$36.80ZZANASPLCO1000The Andersons611-20Applicators:Spreaders:BroadcastLCO 1000 SPREADER EAEA1$585.67ZZANASP10AC5The Andersons611-20Fertilizers:Insecticide:Granular10-10-10 .067% ACELPYN 40/50#BG40$37.94ZZANASP16WHUFE5Andersons611-20Fertilizers:Contec DG16-0-8 Fertilizer with 19% Humic DG - 50 lbBG40$32.80ZZANASP22HCUBGAndersons611-20Fertilizers:Contec DG22-0-4 Fertilizer with 50% HCU - 1000 lbBG1$438.00ZZANBWI2010FEBK The Andersons 611-20 Fertilizers:Fairway Grade:Granular 20-5-10 50%NS54 1000# BG 1 $567.14ZZANCDG2424W5 The Andersons 611-20 Fertilizers:General Turf 24-0-10 CONTEC 90%MU 45/50# BG 50 $49.85ZZANCDG95WM4 Andersons 611-20 Fertilizers:Contec DG 9-0-18 Fertilizer Contec DG - 50 lb BG 40 $52.90ZZANFAGC10WM5 The Andersons 611-20 Fertilizers:Fairway Grade:Granular 10-18-18 50%MU 1%FE - 50 lb BG 1 $36.44ZZANFAGC25NM5 The Andersons 611-20 Fertilizers:Fairway Grade:Granular 25-0-9 80%NSN 40/50# BG 40 $28.86 482 ZZANGAGCK445The Andersons611-20Fertilizers:Greens Grade:GranularTurf Fertilizer 0-0-44 with 100% Polymer Coated Sulfate, SGN100 - 50 lbBG1$99.55ZZANIAGC15NAC5B The Andersons 611-20 Fertilizers:Insecticide:Granular 15-0-15 Fertilizer with 0.067% Acelepryn Insecticide, 100% NSN, SGN150 - 1000 lbBG 1 $945.81ZZANIAPTDGDU4 The Andersons 611-20 Insecticides:Granular Duocide Insecticide with DG Pro - 40 lb BG 50 $34.16ZZANIASPK7AC5 The Andersons 611-20 Fertilizers:Insecticide:Granular 0-0-7 .067% ACELPRYN 42/50# BG 42 $34.64ZZANPAGCDGDT5 The Andersons 611-20 Fertilizers:Combination:Granular 0-0-5 .103% DITHIOPYR 40/50# BG 1 $64.41ZZANPAGCDMRBK Andersons 611-20 Fertilizers:Combination:Granular 0-0-22 Fertilizer with .125% Dimension, 1% Ronstar - 1000 lbBG 1 $1,293.35ZZANPAGCDMR5 The Andersons 611-20 Fertilizers:Combination:Granular 0-0-22 1%RON .125%DIM 42/50# BG 42 $63.82ZZANPAGC211BR51The Andersons611-20Fertilizers:Combination:Granular21-0-20 .426%BAR DG PRO 50#BG1$37.81ZZANPAGC211R5The Andersons611-20Fertilizers:Combination:GranularTurf Fertilizer 21-0-20 with 1.38% Ronstar Herbicide, 50% NS-54, SGN150 - 50 lbBG40$63.75ZZANPAGC22DMR5The Andersons611-20Fertilizers:Combination:Granular22-0-16 .125%DIM 1%RON 40/50#BG40$69.36ZZANPAGC222RBKThe Andersons611-20Fertilizers:Combination:Granular22-0-10 100%NS-54 1%RON 1000#BG1$1,125.16ZZANPAGC8684BK The Andersons 611-20 Fertilizers:Combination:Granular 15-5-10 40%NS-54 1%RON 1000# BG 1 $986.96ZZANPAGC8687BK The Andersons 611-20 Fertilizers:Combination:Granular 5-5-20 1% RON 1000# BG 1 $945.24ZZANPAPT18UDM50 The Andersons 611-20 Fertilizers:Combination:Granular 18-0-4 .125%DIM 25%N 40/50# BG 40 $23.27ZZANPAPT215BR5B The Andersons 611-20 Fertilizers:Combination:Granular 21-3-8 NS54 25%.426BAR 1000# BG 1 $517.60ZZANPAPT228PD50 The Andersons 611-20 Fertilizers:Combination:Granular 22-0-6 .75% PENDI 40/50# BG 40 $23.34ZZANPASP222RBK Andersons 611-20 Fertilizers:Combination:Granular 22-0-0 Fertilizer with 1% Ronstar, SGN 150 - 1000 lb BG 1 $1,178.62ZZANPASP222R150 The Andersons 611-20 Herbicides:Pre Emergent:Granular 22-0-0 1% RON 150 SGN 40/50# BG 40 $58.05ZZANPASP36DMRBK Andersons 611-20 Fertilizers:Combination:Granular 36-0-0 Fertilizer with .125% Dimension, 1% Ronstar - 1000 lbBG 1 $1,671.45ZZANPASP5R15Andersons611-20Fertilizers:Combination:Granular5-0-15 Fertilizer with 1% Ronstar, SGN 215 - 50 lbBG40$44.85ZZANPASP5R15BKThe Andersons611-20Fertilizers:Combination:Granular5-0-15 1% RON SGN 215 1000#BG1$911.34ZZANPASP5R150BThe Andersons611-20Fertilizers:Combination:Granular5-0-15 1% RON SGN 150 1000#BG1$953.06ZZANPATT36DMR5The Andersons611-20Fertilizers:Combination:Granular36-0-0 100%UF.125%DIM1%RON50#BG1$82.92ZZANPATT54BR50BThe Andersons611-20Fertilizers:Combination:Granular5-5-30 .48% BAR DGPRO 1000#BG1$650.59DSELARSL1231 Sepro Corporation 611-20 Professional Turf:Plant Growth Regulators DM A-REST PGR ** 30GA DM 1 $5,410.20DSEL1017121 Sepro 611-20 Fungicide and Algaecide:WP Obtego Fungicide and Plant Symbiont - 1 lb BG 1 $65.92DSEL101745 Sepro 611-20 Fungicide and Algaecide:WP Obtego Fungicide and Plant Symbiont - 5 lb BG 1 $309.00ELARSL1216 Sepro 611-20 Professional Turf:Plant Growth Regulators A-Rest Plant Growth Regulator - 2.5 gal EA 2 $556.65ELCTEC2824 Sepro 611-20 Professional Turf:Plant Growth Regulators Cutless MEC Turf Growth Regulator - 2.5 gal EA 2 $962.55 483 ELLGEC3124Sepro611-20Professional Turf:Plant Growth RegulatorsLegacy Turf Growth Regulator - 2.5 galEA2$983.25ELTPEC3521Sepro611-20Professional Turf:Plant Growth RegulatorsTopflor Ornamental Plant Growth Regulator - 2 LEA4$255.06ELTPEC3525 Sepro 611-20 Professional Grower:Plant Growth RegulatorsTopflor Ornamental Plant Growth Regulator Propak - 5 galDM 1 $1,735.25EL1027225 Sepro 611-20 Professional Turf:Plant Growth Regulators Musketeer Turf Growth Regulator - 2.5 gal EA 2 $755.29EL1056128 Sepro 611-20 Insecticides:Liquid Rycar Insecticide - 8 oz EA 12 $166.48EL1059464 Sepro 611-20 Insecticides:Liquid Hachi-Hachi SC Insecticide - 0.5 gal EA 4 $211.91ZZEL1196ALGAE Sepro Corporation 611-20 Herbicides:Aquatic ALGAE AQUATIC BNDLE DI DI 1 $912.90ZZEL1196AWPRE Sepro Corporation 611-20 Herbicides:Aquatic ALGAE & WEED PRE DI DI 1 $1,785.00EL00367825R Dow Agrosciences 611-20 Herbicides:Pre Emergent:LiquidKerb 3.3 SC Turf & Ornamental Specialty Herbicide - 2.5 galEA 2 $700.00EL11033860Dow Agrosciences611-20Herbicide:Pre Emergent:GranularSnapshot DG Herbicide - 25 lbBG1$49.04EL11036347Dow Agrosciences611-20Herbicides:Pre Emergent:LiquidDefendor Herbicide - 1 qtEA4$184.00EL11079207Dow Agrosciences611-20Herbicides:Pre Emergent:LiquidGallery SC Herbicide - 1 qtEA12$163.20EL11089042Dow Agrosciences611-20Herbicides:Pre Emergent:LiquidDimension 2EW with Defendor Value Pack - 5 galCS2$1,122.00EL11103357 Dow Agrosciences 611-20 Herbicides:Pre Emergent:Liquid Gallery SC Herbicide - 2 gal EA 2 $1,305.60EL129862 Dow Agrosciences 611-20 Herbicides:Post Emergent:Selective Liquid Lontrel Specialty Herbicide - 1 qt EA 12 $175.15EL172851 Dow Agrosciences 611-20 Herbicides:Pre Emergent:Liquid Dimension 2EW Herbicide - 30 gal DM 1 $5,698.50EL172853 Dow Agrosciences 611-20 Herbicides:Pre Emergent:Miscellaneous Dimension Ultra 40 WP - 8 x 5 oz EA 8 $117.00EL172861 Dow Agrosciences 611-20 Fungicides and Algaecides:Water Soluble Dithane 75DF Rainshield Specialty Fungicide - 12 lb EA 4 $61.74EL172874 Dow Agrosciences 611-20 Fungicides and Algaecides:Water Soluble Fore 80WP Rainshield Specialty Fungicide - 4 x 1.5 lb EA 8 $55.93EL173917 Dow Agrosciences 611-20 Fungicides and Algaecides:Liquid Eagle 20EW Fungicide - 1 pt EA 8 $33.14EL20116 Dow Agrosciences 611-20 Herbicides:Pre Emergent:Miscellaneous Gallery 75 DF Herbicide - 1 lb EA 4 $122.50EL20120 Dow Agrosciences 611-20 Herbicide:Pre Emergent:Granular Snapshot 2.5 TG Herbicide - 50 lb BG 1 $94.04EL216653Dow Agrosciences611-20Insecticides:LiquidIntrepid 2F Insecticide - 1 galEA4$284.28EL255639Dow Agrosciences611-20Fungicides and Algaecides:LiquidEagle 20EW Fungicide - 1 galEA4$177.61EL278316Dow Agrosciences611-20Herbicides:Pre Emergent:LiquidDimension 2EW Herbicide - 0.5 galEA4$116.75EL278317Dow Agrosciences611-20Herbicides:Pre Emergent:LiquidDimension 2EW Herbicide - 2.5 galEA2$538.75EL4540Dow Agrosciences611-20Herbicides:Post Emergent:Selective LiquidConfront Specialty Herbicide - 1 galEA4$145.67EL53557 Dow Agrosciences 611-20 Insecticides:Liquid Conserve SC Turf & Ornamental Insect Control - 1 qt EA 4 $148.12EL97018397 Dow Agrosciences 611-20 Herbicides:Post Emergent:Selective Liquid Turflon Ester Ultra - 1 gal EA 4 $115.38EL99047773 Dow Agrosciences 611-20 Herbicides:Post Emergent:Selective Liquid Sapphire Herbicide - 1 gal EA 4 $600.00ERPCBRIV Earthway Products, Inc. 611-20 Applicators:Spreaders Prizelawn Commercial Spreader - 70 lb EA 1 $386.07ERPGS Earthway Products 611-20 Applicators:Miscellaneous Precision Garden Seeder EA 1 $143.12 484 ER1002-25Earthway Products611-20Applicators:MiscellaneousPrecision Garden Seeder Standard Seed Plate SetEA1$30.92ER1018Earthway Products611-20Applicators:MiscellaneousPrecision Garden Seeder Square BeltEA1$5.77ER2050P Earthway Products 611-20 Applicators:Granule Spreader Estate Residential Broadcast Spreader - 80 lb EA 1 $146.67ER2050SU Earthway Products 611-20 Applicators:Granule Spreader Deluxe Residential Broadcast Spreader - 80 lb EA 1 $92.76ER2050TP Earthway Products 611-20 Applicators:Granule Spreader Estate Tow Broadcast Spreader - 80 lb EA 1 $150.20ER2750 Earthway Products 611-20 Applicators:Granule Spreader Nylon Bag Seeder/Spreader EA 1 $48.60ER3400 Earthway Products 611-20 Applicators:Granule Spreader Medium Capacity Hand Spreader EA 6 $18.98ER6500 Earthway Products 611-20 Applicators:Miscellaneous High Wheel Cultivator EA 1 $150.20ZRER3400 Earthway Products Inc 611-20 Retail:IndividualItemSales ERGO HANDHELD SEED/SPDR EA EA 1 $28.38ZZERF77080 Earthway Products Inc 611-20 Applicators:Miscellaneous COVER 80# EA EA 1 $33.58ZZERF80Earthway Products Inc611-20Applicators:Granule SpreaderSPREADER COM 80LB FLEX SEL EAEA1$291.58ZZERF80SEarthway Products Inc611-20Applicators:Granule SpreaderSPREADER FLEX 80#EA1$441.80ZZER1002-4Earthway Products Inc611-20Applicators:MiscellaneousSEED PLATE SWEET CORN EAEA1$7.62ZZER13130HKITEarthway611-20Applicators:MiscellaneousEarthway High Output Tray Fits all Flex ModelsEA1$45.94ZZER2030Earthway Products Inc611-20Applicators:Granule SpreaderSPREADER HOMEOWNER 65# PK3EA3$57.14ZZER2030PPLUS Earthway Products Inc 611-20 Applicators:Granule Spreader SPREADER DELUXE BC 65# EA EA 1 $125.47ZZER2150 Earthway 611-20 Applicators:Granule Spreader Commercial 50lb Broadcast Spreader with 13" Pneumatic Stud TiresEA 1 $258.00ZZER2170 Earthway Products Inc 611-20 Applicators:Granule Spreader SPREADER BROADCAST 100# EA EA 1 $291.58ZZER3100 Earthway Products Inc 611-20 Applicators:Granule Spreader SPREADER PRO HAND 40# EA EA 1 $171.42ZZER60010 Earthway Products Inc 611-20 Applicators:Miscellaneous SEED PLATE OPTIONAL W/5 EA EA 1 $29.15ZZER72300 Earthway Products Inc 611-20 Applicators:Miscellaneous REMOTE KIT EA EA 1 $48.82ZZER7312 Earthway Products, Inc. 611-20 Applicators:Granule SpreaderDeluxe Drop Spreader with 12" Semi-pneumatic Wheels and Foam Comfort GripEA 1 $151.97AB390225Applied Biochemists611-20Pond Management:Weed and Algae ControlCutrine-Plus Liquid - 2.5 galEA2$76.91AB390242Applied Biochemists611-20Pond Management:Weed and Algae ControlCutrine-Plus Granular - 12 lbEA4$37.68AB390704Applied Biochemists611-20Pond Management:Weed and Algae ControlAquashade Dye - 1 galEA4$50.64AB8001004 Applied Biochemists 611-20 Pond Management:Weed and Algae Control Cutrine-Plus Liquid - 1 gal EA 4 $31.33AB8004004 Applied Biochemists 611-20 Pond Management:Weed and Algae Control Weedtrine-D Aquatic Herbicide - 1 gal EA 4 $60.26 485 AB8016030Applied Biochemists611-20Pond Management:Weed and Algae ControlCutrine-Plus Granular - 30 lbBG1$83.17ZZAB392550A Applied Biochemist 611-20 Pond Management:Weed and Algae Control NAVIGATE AQ HERBICIDE 50 LB BG 1 $222.04HWFGB51291 Howard Johnson, Inc 611-20 Fertilizers:Combination:Granular 19-0-6 25% UFLEXX .13 DIM 50# BG 1 $22.44HWFGB53014 Howard Johnson, Inc 611-20 Fertilizers:Combination:Granular 15-0-7 .37%PRO 50# BG 1 $15.37HWFGB57366 Howard Johnson's 611-20 Insecticides:Granular Permethrin .25G Granlime - 25 lb BG 1 $6.85HWFGB69008 Howard Johnson, Inc 611-20 Fertilizers:Combination:Granular 5-5-30 .37 PRO 50# BG 1 $18.27HWFGB69009 Howard Johnson, Inc 611-20 Fertilizers:Combination:Granular 19-10-6 .69 BIFENTHRIN 50# BG 1 $17.51HWFGB69010 Howard Johnson, Inc 611-20 Fertilizers:Combination:Granular 5.29-25-30 MAP .13 DIM 50# BG 1 $26.88HWFGP44038Howard Johnson's611-20Fertilizers:Fairway Grade:Granular36-3-7 Fertilizer - 50 lbBG1$16.99HWFGP60393Howard Johnson, Inc611-20Fertilizers:Combination:Granular14-0-5 30%UFL .107%DIM 50#BG1$19.83HWF18848Howard Johnson, Inc611-20Fertilizers:Fairway Grade:Granular15-0-10 Turf Fertilizer w/40% U-Flexx, 4% Fe 50 lbBG1$16.80HWF43298Howard Johnson, Inc611-20Fertilizers:Fairway Grade:Granular18-24-12 25%UFL 50#BG1$20.26HWF49960Howard Johnson's611-20Fertilizers:Fairway Grade:Granular28-03-10 Professional Turf Fertilizer with 50% Uflexx, 3% Iron, with Trace Package - 50 lbBG1$22.30HWF50011 Howard Johnson's 611-20 Fertilizers:Fairway Grade:Granular 36-3-7 Fertilizer with 30% Uflexx - 50 lb BG 1 $20.36HWI57851 Howard Johnson's 611-20 Fertilizers:Insecticide:Granular00-00-07 Turf Fertilizer Plus .067% Acelepryn Insecticide - 50 lbBG 1 $35.46HWP32600 Howard Johnson's 611-20 Fertilizers:Combination:Granular 5-5-20 Fertilizer with .37% Barricade - 50 lb BG 1 $18.75HWP47554 Howard Johnson's 611-20 Fertilizers:Combination:Granular00-00-07 Crabgrass Control Plus with 0.37% Prodiamine - 50 lbBG 1 $13.22HWP50017 Howard Johnson's 611-20 Fertilizers:Combination:Granular Viper Weed & Feed 15-3-5 Fertilizer - 50 lb BG 1 $20.57HWP60467 Howard Johnson's 611-20 Fertilizers:Combination:Granular14-0-5 Fertilizer with 30% Uflexx and 0.172% Dimension - 50 lbBG 1 $23.95HWT51182Howard Johnson's611-20Fertilizers:Insecticide:GranularMallet Granular Insect Control 15-0-5 - 50 lbBG1$22.84HWZERO20Howard Johnson's611-20Landscape Supplies:Ice MeltZero Ice - Ice & Snow Melter - 20 lbBG1$7.04HWZERO50Howard Johnson's611-20Landscape Supplies:Ice MeltZero Ice - Ice & Snow Melter - 50 lbBG1$13.04HW56566Howard Johnson, Inc611-20Fertilizer:Lawn:Granular15-0-5 .03% LOCKUP 50#BG1$23.75HW7138 Howard Johnson's 611-20 Fertilizer:Lawn:Granular All Purpose 10-20-10 Fertilizer - 35 lb BG 1 $13.67HW7139 Howard Johnson's 611-20 Fertilizer:Lawn:Granular All Purpose 13-13-13 Fertilizer - 35 lb BG 1 $13.16HW8011 Howard Johnson, Inc 611-20 Fertilizers:Combination:Granular TRIMIC 1.81% ACTIVE 50LB BG 1 $31.26PCFGB46687 Howard Johnson's 611-20 Insecticides:Granular Bifenthrin PL Granules 0.20% Active - 25 lb BG 1 $13.01ZZHWFGB53682 Howard Johnson, Inc 611-20 Fertilizers:General Turf 14-14-14 ORN 60% UFN 40/50# BG 40 $29.20 486 ZZHWF10532056Howard Johnson, Inc611-20Fertilizers:Fairway Grade:Granular32-0-6 AM 40/50#BG40$15.39ZZHWF2800BIFENHoward Johnson, Inc611-20Fertilizers:Insecticide:Granular28-0-0 .069% BIFEN 40/50#BG40$16.08ZZHWF53679 Howard Johnson, Inc 611-20 Fertilizers:General Turf 35-0-5 40/50# BG 40 $16.23ZZHWP67160 Howard Johnson, Inc 611-20 Fertilizers:Combination:Granular 15-0-3,.58 PRODIAMINE 40/50# BG 40 $20.38ZZHW9574 Howard Johnson, Inc 611-20 Landscape Supplies:Ice Melt MAGNESIUM CHLORIDE HJE 48/50# BG 48 $21.79SAENSTAR1 Central Life Sciences 611-20 Insecticides:Liquid Enstar AQ IGR - 1 qt EA 6 $128.39SAENSTAR2 Central Life Sciences 611-20 Insecticides:Liquid Enstar AQ IGR - 1 gal EA 4 $481.60SA100510895 Central Life Sciences 611-20 Insecticides:Liquid Mavrik Aquaflow - 1 qt EA 6 $104.95ZO24550 Central Life Sciences 611-20 Insecticides:Lawn and Garden:Granular Extinguish Plus Fire Ant Bait - 4.5 lb EA 4 $51.84ZO24560 Central Life Sciences 611-20 Insecticides:Granular:Ant Bait Extinguish Plus Fire Ant Bait - 25 lb BG 1 $210.82ZO518540Central Life Sciences611-20Insecticides:Lawn and Garden:GranularExtinguish Plus Fire Ant Bait - 1.5 lbEA8$19.85ZRZO518540Wellmark International611-20Retail:IndividualItemSalesEXTINGUISH + FIRE ANT 1.5#EA1$20.54CHCLEANSLATENufarm611-20Herbicides:Forage HerbicideClean Slate Selective Herbicide - 64 ozEA4$68.36CHE22RNufarm611-20Herbicides:Forage HerbicideE-2 Herbicide - 2.5 galEA2$134.55CHTAHOE3ANufarm611-20Herbicides:Pre Emergent:Garden LiquidTahoe 3A Herbicide - 2.5 galEA2$128.73CLAFFIRM Nufarm 611-20 Fungicides and Algaecides:Liquid Affirm WDG Fungicide - 2.4 lb EA 3 $240.96CLAFFIRM1 Nufarm 611-20 Fungicides and Algaecides:Water Soluble Affirm WDG Fungicide - 0.5 lb EA 4 $55.45CLALUDE Nufarm 611-20 Fungicides and Algaecides:Liquid Alude Fungicide - 2.5 gal EA 2 $91.67CLPROTECT Nufarm 611-20 Fungicide and Algaecide:WP Protect DF Fungicide - 6 lb EA 6 $44.40CLSPECTRO Nufarm 611-20 Fungicide and Algaecide:WDG Spectro 90 WDG Fungicide - 5 lb EA 4 $79.49CLSPOTRETE Nufarm 611-20 Fungicides and Algaecides:Liquid Spotrete F Fungicide - 2.5 gal EA 2 $114.58CLTORQUE Nufarm 611-20 Fungicides and Algaecides:Liquid Torque Fungicide - 1 gal EA 5 $168.33CLTRISTAR4 Nufarm 611-20 Insecticides:Liquid TriStar 8.5 SL Insecticide - 1 qt EA 4 $150.65CLTRISTAR5 Nufarm 611-20 Insecticides:Liquid TriStar 8.5 SL Insecticide - 1 gal EA 4 $515.00CLTRISTAR6Nufarm611-20Insecticides:LiquidTriStar 8.5 SL Insecticide - 4 ozEA32$23.95CL10556045Nufarm611-20Fungicide and Algaecide:WP3336 EG Turf & Ornamental Fungicide - 5 lbEA4$58.00CL3336DGLNufarm611-20Fungicide and Algaecide:Granular3336 DG Lite Turf & Ornamental Fungicide - 30 lbBG1$60.00CL3336F1Nufarm611-20Fungicide and Algaecide:Liquid3336 F Turf & Ornamental Fungicide - 1 qtEA12$51.60CL3336F2Nufarm611-20Fungicides and Algaecides:Liquid3336 F Turf & Ornamental Fungicide - 2.5 galEA2$283.33DSRP10078030 Nufarm 611-20 Herbicides:Post Emergent:Glyphosate Credit 41 Extra Non Selective Herbicide - 30 gal DM 1 $445.09DSRP10078225 Nufarm 611-20 Herbicides:Post Emergent:Glyphosate Credit 41 Extra Non Selective Herbicide - 2.5 gal EA 2 $38.55DSRP10078265 Nufarm Americas, Inc. 611-20 Herbicides:Post Emergent:Glyphosate CREDIT 41 EXTRA 265 GL EA 1 $3,893.09GDB313RR Nufarm 611-20 Herbicides:Post Emergent:Selective Liquid Horsepower Selective Herbicide - 2.5 gal EA 2 $191.35GDB317RR Nufarm 611-20 Herbicides:Post Emergent:Selective Liquid Cool Power Herbicide - 2.5 gal EA 2 $207.05 487 GDB3222RRNufarm611-20Herbicides:Post Emergent:Selective LiquidMillennium Ultra 2 Herbicide - 2.5 galEA2$208.25GD3015RRNufarm611-20Herbicides:Post Emergent:Selective LiquidEscalade 2 Herbicide - 2.5 galEA2$221.47NUF10761030 Nufarm 611-20 Herbicides:Post Emergent:Non-Selective LiquidCheetah Pro Non-Selective Herbicide - 30 gal DM 1 $1,600.00NUF10761041 Nufarm 611-20 Herbicides:Post Emergent:Non-Selective LiquidCheetah Pro Non-Selective Herbicide - 1 gal EA 4 $55.00NUF10761225 Nufarm 611-20 Herbicides:Post Emergent:Non-Selective LiquidCheetah Pro Non-Selective Herbicide - 2.5 gal EA 2 $133.33NUF10761464 Nufarm 611-20 Herbicides:Post Emergent:Non-Selective LiquidCheetah Pro Non-Selective Herbicide - 64 oz EA 4 $43.33MS10519023Nufarm611-20Herbicides:Post Emergent:Selective MiscellaneousCertainty Turf Herbicide - 1.25 ozEA10$99.93NUFAQUANEATNufarm611-20Herbicides:AquaticAquaNeat Aquatic Herbicide - 2.5 galEA2$50.07NUFCSPC4RNufarm611-20Insecticides:LiquidChlorpyrifos SPC 4 Insecticide - 2.5 galEA2$140.00NUFMALLET1Nufarm611-20Insecticides:LiquidMallet 2F Insecticide - 1 galEA4$64.86NUFMALLET2 Nufarm 611-20 Insecticides:Liquid Mallet 2F Insecticide - 2.5 gal EA 2 $148.65NUFMENACE2R Nufarm Americas, Inc. 611-20 Insecticides:Liquid Menace GC 7.9% Flowable - 1 gal EA 4 $35.14NUFMSM Nufarm 611-20 Herbicides:Post Emergent:Selective MiscellaneousPatriot WDG Herbicide - 16 oz EA 8 $44.03NUFPOLARIS Nufarm 611-20 Herbicides:Forage Herbicide:Specialty Polaris Herbicide - 2.5 gal EA 2 $174.55NUFPRODEUCE Nufarm 611-20 Professional Turf:Herbicides ProDeuce Herbicide - 64 oz EA 8 $36.96NUFSPYDER Nufarm 611-20 Herbicides:Forage Herbicide:Specialty Spyder WDG Selective Herbicide - 3 lb EA 8 $102.55NUF10048008 Nufarm 611-20 Fungicide and Algaecide:WDG Champ Dry Prill Agricultural Fungicide/Bactericide - 8 lb BG 1 $41.54NUF10176032Nufarm611-20Insecticides:GranularMallet 0.5 G Insecticide - 30 lbBG1$27.63NUF10214432Nufarm Americas, Inc.611-20Insecticides:LiquidAbamectin 0.15 EC Insecticide - 1 qtEA4$58.12NUF10224225Nufarm611-20Herbicides:AquaticDiquat SPC 2L Herbicide - 2.5 galEA2$125.00NUF10237225Nufarm611-20Fungicides and Algaecides:LiquidT-Methyl SPC 4.5F Fungicide - 2.5 galEA2$138.00NUF10239648Nufarm611-20Fungicide and Algaecide:WPT-Methyl E-Pro 50 WSB Fungicide - 4 x 8 ozEA6$19.23NUF10283225 Nufarm 611-20 Herbicides:Pre and Post Emergent ProDeuce Herbicide - 2.5 gal EA 2 $171.62NUF10290880 Nufarm Americas, Inc. 611-20 Herbicides:Post Emergent:Selective MiscellaneousPurestand Selective Herbicide - 8 oz EA 8 $24.16NUF10309041 Nufarm 611-20 Professional Grower:Plant Growth RegulatorsRiteWay Plant Growth Regulator - 1 gal EA 4 $191.08 488 NUF10389030Nufarm611-20Herbicides:Forage Herbicide:SpecialtyWeedar 64 Broadleaf Herbicide - 30 galDM1$418.91NUF10389225RNufarm611-20Herbicides:Forage Herbicide:SpecialtyWeedar 64 Broadleaf Herbicide - 2.5 galEA2$36.36NUF10397225 Nufarm 611-20 Herbicides:Forage Herbicide:Specialty Weedone LV6 EC - 2.5 gal EA 2 $55.82NUF10418410 Nufarm 611-20 Herbicides:Post Emergent:Non selective GranularImazuron Herbicide - 10 lb EA 1 $109.09NUF10489225 Nufarm 611-20 Professional Grower:Plant Growth RegulatorsVerve Plant Growth Regulator - 2.5 gal EA 2 $49.32NUF10490041 Nufarm 611-20 Fungicide and Algaecide:Liquid Cuproxat Fungicide - 1 gal EA 4 $138.06NUF10555225 Nufarm 611-20 Herbicides:Post Emergent:Selective Liquid Change Up - 2.5 gal EA 1 $242.25NUF10571443 Nufarm 611-20 Professional Turf:Plant Growth Regulators Anuew Plant Growth Regulator - 4 x 1.5 lb EA 4 $106.65NUF10595413Nufarm611-20Fungicides and Algaecides:LiquidStellar Fungicide - 104 ozEA4$509.95NUF10605861Nufarm611-20Fungicide and Algaecide:LiquidEmblem Fungicide - 1 ptEA8$210.15NUF1066432Nufarm611-20Insecticides:LiquidMinx 2 Miticide/Insecticide - 1 qtEA4$61.67NUF10666041Nufarm611-20Insecticides:LiquidMinx 2 Miticide/Insecticide - 1 galEA4$222.00NUF10668032Nufarm611-20Insecticides:GranularAloft GC Granular Insecticide - 30 lbBG1$61.97NUF10669032 Nufarm 611-20 Insecticides:Granular Aloft LC Granular Insecticide - 30 lb BG 1 $57.00NUF10670464 Nufarm 611-20 Insecticides:Liquid Aloft LC SC Insecticide - 64 oz EA 4 $569.30NUF10671464R Nufarm 611-20 Insecticides:Liquid Aloft GC SC Insecticide - 64 oz EA 4 $569.30NUF10682051 Nufarm 611-20 Herbicides:Aquatic Clipper SC Aquatic Herbicide - 1 gal EA 5 $409.72NUF10688041 Nufarm 611-20 Fungicide and Algaecide:Liquid Cuproxat Fungicide - 1 gal EA 4 $139.44NUF10698464 Nufarm 611-20 Herbicide:Pre Emergent:Root Control SureGuard SC Herbicide - 64 oz EA 4 $550.95NUF10698861 Nufarm 611-20 Herbicide:Pre Emergent:Root Control SureGuard SC Herbicide - 1 pt EA 8 $161.60NUF10701401 Nufarm 611-20 Herbicides:Post Emergent:Selective MiscellaneousCelero Herbicide- 1 lb EA 4 $173.80NUF10719063Nufarm611-20Fungicide and Algaecide:WPAgri-Mycin 50 - 3 lbEA6$100.00NUF10724225Nufarm611-20Herbicides:Post Emergent:Selective LiquidSure Power - 2.5 galEA2$175.00NUF10726861Nufarm611-20Fungicide and Algaecide:LiquidSpirato GHN Fungicide - 1 ptEA8$218.55OADIPELDFNufarm611-20Insecticides:NaturalDipel Pro DF Insecticide - 1 lbEA30$18.38OADISTANCENufarm611-20Insecticides:LiquidDistance Insect Growth Regulator - 1 qtEA4$278.40OAGNATROLWDG Nufarm 611-20 Insecticides:Water Soluble Gnatrol WDG Biological Larvicide - 16 lb EA 1 $448.00OAOVERTURE Nufarm 611-20 Insecticides:Water Soluble Overture Insecticide - 8 x 2 oz EA 8 $123.60OASAFARI Nufarm 611-20 Insecticides:Water Soluble Safari 20 SG Insecticide - 3 lb EA 4 $333.30OASAFARI2 Nufarm 611-20 Insecticides:Water Soluble Safari 20 SG Insecticide - 12 oz EA 16 $111.80 489 OASUMAGIC1Nufarm611-20Professional Grower:Plant Growth RegulatorsSumagic Plant Growth Regulator - 1 galEA4$344.46OASUMAGIC2 Nufarm Americas, Inc. 611-20 Professional Grower:Plant Growth RegulatorsSumagic PGR - 15 gal DM 1 $4,700.68OATAMERR Nufarm 611-20 Insecticides:Liquid Tame 2.4 EC Spray Insecticide/Miticide - 1 qt EA 12 $166.13OATETRASAN Nufarm 611-20 Insecticides:Water Soluble TetraSan Miticide - 8 x 2 oz EA 8 $109.70OA61425425 Nufarm 611-20 Insecticides:Liquid Arena 50 WDG Insecticide - 40 oz EA 4 $597.75OA61427196 Nufarm 611-20 Insecticides:Granular Arena 0.25 G Insecticide - 30 lb BG 1 $55.50OA61510928 Nufarm 611-20 Fungicide and Algaecide:Liquid Adorn Fungicide - 1 qt EA 12 $347.90OA61710480 Nufarm 611-20 Fungicides and Algaecides:Granular Tourney Fungicide - 5 lb EA 4 $713.50OA88555480Nufarm611-20Herbicide:Pre Emergent:Root ControlSureGuard Herbicide - 5 lbEA4$765.00OA88560290XNufarm611-20Herbicide:Pre Emergent:GranularBroadstar Herbicide - 50 lbBG1$97.50OA89020922Nufarm611-20Professional Grower:Plant Growth RegulatorsFascination Plant Growth Regulator - 0.5 galEA4$462.64RP10004225RNufarm611-20Herbicides:Forage Herbicide:SpecialtyWeedone LV4 EC Broadleaf Herbicde - 2.5 galEA2$47.82RP342NFM22R Nufarm 611-20 Herbicides:Forage Herbicide Weedmaster Herbicide - 2.5 gal EA 2 $60.18ZRNUF10389051R Nufarm Americas, Inc. 611-20 Herbicides:Forage Herbicide:Specialty WEEDAR 64 24D 1/GL EA 1 $19.64ZRNUF10389225R Nufarm Americas, Inc. 611-20 Herbicides:Forage Herbicide:Specialty WEEDAR 64 24D 2.5GL EA 1 $38.18ZRNUF10418410 Nufarm 611-20 Herbicides:Post Emergent:Non selective GranularImazuron Herbicide - 10 lb BG 1 $109.09ZRRP98373RR Nufarm Americas, Inc. 611-20 Retail:IndividualItemSales WEEDESTROY 46.8% 24D 4# 2.5G EA 1 $34.93ZZCL2636F2 Nufarm Americas, Inc. 611-20 Fungicides and Algaecides:Liquid CLEARY 26/36 *AGNCY* 2/2.5GL EA 2 $306.50ZZNUFTRIPLET Nufarm Americas, Inc. 611-20 Herbicides:Post Emergent:Selective Liquid TRIPLET LOW ODOR 2/2.5 GL EA 2 $126.18ZZNUF10296041 Nufarm 611-20 Herbicides:Post Emergent:Glyphosate Razor Burn Herbicide - 1 gal EA 4 $75.64ZZNUF10297225Nufarm611-20Herbicides:Post Emergent:GlyphosateRazor Pro Herbicide - 2.5 galEA2$45.09ZZNUF10389265Nufarm611-20Herbicides:Forage Herbicide:SpecialtyWeedar 64 Broadleaf Herbicide - 265 galDM1$3,623.27ZZNUF10397265Nufarm Americas, Inc.611-20Herbicides:Forage Herbicide:SpecialtyWEEDONE LV6 EC 57.9%24D 265GLEA1$5,685.45ZZNUF10453133Nufarm Americas, Inc.611-20Herbicides:Post Emergent:Selective MiscellaneousPROSEDGE 2 10/1.33 OZEA10$65.7713RP10078225 Nufarm Americas, Inc. 611-20 Herbicides:Post Emergent:Glyphosate CREDIT 41 EXTRA 2/2.5 GL PK36 EA 36 $77.09CHARIA2 Fmc Corporation 611-20 Insecticides:Water Soluble Aria Insecticide - 160 g EA 20 $163.33CHASTRO1 Fmc Corporation 611-20 Insecticides:Liquid Astro Insecticide - 1 gal EA 4 $81.08CHBLINDSIDE Fmc Corporation 611-20 Herbicides:Post Emergent:Selective Liquid Blindside Herbicide - 0.5 lb EA 12 $123.08CHDISMISS1 Fmc Corporation 611-20 Herbicides:Post Emergent:Selective Liquid Dismiss Turf Herbicide - 6 oz EA 12 $89.74 490 CHDISMISS2Fmc Corporation611-20Herbicides:Post Emergent:Selective LiquidDismiss Turf Herbicide - 64 ozEA4$741.03CHONYXPRORFmc Corporation611-20Insecticides:LiquidOnyx Pro Insecticide - 1 qtEA1$149.33CHQSILVER Fmc Corporation 611-20 Herbicides:Post Emergent:Selective Liquid QuickSilver T&O Herbicide - 8 oz EA 4 $191.03CHSOLITARE Fmc Corporation 611-20 Herbicides:Post Emergent:Selective MiscellaneousSolitare Herbicide - 1 lb EA 6 $159.73CHSOLITARE1 Fmc Corporation 611-20 Herbicides:Post Emergent:Selective Liquid Solitare WSL Herbicide - 0.75 gal EA 4 $94.87CHSQUARE1 F M C Corporation 611-20 Herbicides:Post Emergent:Selective Granular SquareOne Herbicide - 0.5 lb EA 12 $63.55CHTALG Fmc Corporation 611-20 Insecticides:Fire Ant Talstar NG 0.2 Nursery - 50 lb BG 1 $27.14CHTALG1 Fmc Corporation 611-20 Insecticides:Granular Talstar PL Granules - 25 lb BG 1 $24.01CHTALG7Fmc Corporation611-20Insecticides:GranularTalstar Xtra Granules - 25 lbBG1$33.55CH10056774RFmc Corporation611-20Insecticides:LiquidTalstar Select Insecticide - 1 galEA4$61.67CH10056775Fmc Corporation611-20Insecticides:LiquidsTalstar P Professional Insecticide - 0.75 galEA4$46.67CH10056776Fmc Corporation611-20Insecticides:LiquidTalstar P Professional Insecticide - 1 galEA4$62.50CH10056777Fmc Corporation611-20Insecticides:LiquidTalstar P Professional Insecticide - 1 qtEA1$39.86CH10056778 Fmc Corporation 611-20 Insecticides:Liquid Talstar P Professional Insecticide - 1 pt EA 1 $28.72CH10057894 Fmc Corporation 611-20 Herbicides:Post Emergent:Selective Liquid Dismiss South Herbicide - 1 pt EA 8 $193.59CH10064597 Fmc Corporation 611-20 Fungicides and Algaecides:Granular Fame Granular Fungicide - 25 lb BG 1 $58.97CH10065311 Fmc Corporation 611-20 Insecticides:Liquid Triple Crown T&O Insecticide - 35 oz EA 12 $93.24PC10000844 Fmc Corporation 611-20 Insecticides:Liquids Cynoff EC Insecticide - 1 qt EA 16 $45.33PC10056051 F M C Corporation 611-20 Insecticides:Liquids TRANSPORT *D (50WP) 4/30OZ EA 4 $13.33PC10056052 Fmc Corporation 611-20 Insecticides:Liquids Transport GHP Insecticide - 24 x 0.3 oz EA 12 $73.33PC10057468 Fmc Corporation 611-20 Insecticides:Wettable Powder Cynoff Insecticide Dust - 1 lb EA 9 $16.25PC10058200 Fmc Corporation 611-20 Insecticides:Aerosols Purge III Insecticide - 7.3 oz EA 12 $12.00PC10058237Fmc Corporation611-20Insecticides:AerosolsPyrethrin Fogger - 5 ozEA12$6.13PC10058238Fmc Corporation611-20Insecticides:AerosolsResidual Fogger - 5 ozEA12$6.13PC10059034Fmc Corporation611-20Insecticides:LiquidsTransport Mikron Insecticide - 1 qtEA16$70.00PC10059314Fmc Corporation611-20Insecticides:LiquidsBaseLine Insecticide - 1 galEA4$176.67PC10059736Fmc Corporation611-20Insecticides:Insect BaitsEndZone Insecticide Sticker (20 Pack)EA12$42.95PC10061669 Fmc Corporation 611-20 Insecticides:Liquids Totality Wood Treatment - 1 qt EA 16 $296.67PC10062911 Fmc Corporation 611-20 Insecticides:Aerosols D-Force Insecticide (Aerosol) - 14 oz EA 12 $11.67PC10062912 Fmc Corporation 611-20 Insecticides:Aerosols CB-80 Insecticide (Aerosol) - 17 oz EA 12 $20.67PC10062915 Fmc Corporation 611-20 Insecticides:Aerosols Dos Flea and Crawling Insect Spray - 17 oz EA 12 $12.00PC15091252 Fmc Corporation 611-20 Applicators Classic Metered Dispenser EA 6 $44.44 491 TFTMOUND50Profile Products611-20Professional Turf:Soil AmendmentsTurface Athletics Professional Mound Clay Red - 50 lbBG1$19.02TFTURFACEProfile Products611-20Professional Turf:Soil AmendmentsTurface Athletics MVP - 50 lbBG1$12.17TFTURFAPSPRAY Profile Products 611-20 Professional Turf:Soil Amendments Pro-Plus Aqua-pHix Spray Formula - 2.5 gal EA 2 $248.95TFTURFPL Profile Products 611-20 Professional Turf:Soil Amendments Turface Athletics Pro League - 50 lb BG 1 $13.08TFTURFPLHRTG Profile Products 611-20 Professional Turf:Soil Amendments Turface Athletics Pro League Heritage Red - 50 lb BG 1 $16.29TFTURFPLRED Profile Products 611-20 Professional Turf:Soil Amendments Turface Athletics Pro League Red - 50 lb BG 1 $16.08TFTURFPRO Profile Products 611-20 Professional Turf:Soil Amendments Profile Porous Ceramic Greens Grade - 50 lb BG 1 $16.76TFTURFQD Profile Products 611-20 Professional Turf:Soil Amendments Turface Athletics Quick Dry - 50 lb BG 1 $12.63ZZTFBFMMR Profile Products Llc 611-20 Professional Turf:Soil Amendments MOUNDMASTER BLOCKS RED PK/304 EA 304 $2.42ZZTFEMERALDFF Profile Products Llc 611-20 Professional Turf:Soil Amendments EMERALD FIELD & FRW 40/50# BG 40 $14.79ZZTFPLCHBROWNProfile Products Llc611-20Professional Turf:Soil AmendmentsPRO LEAGUE CHAMP BROWN 40/50#BG40$16.29ZZTFTMOUND50GRProfile Products Llc611-20Professional Turf:Soil AmendmentsElite Mound Clay Gray 50#BG40$19.37ZZTFTURFACEBProfile Products Llc611-20Professional Turf:Soil AmendmentsTURFACE MVP 2000#BG1$486.71EIAOPE9120Dewitt Company611-20Landscape Supplies:Edging:VinylAtlas Edge - 20' CoilEA1$4.65EIEAR60Dewitt611-20Landscape Supplies:Edging:VinylEarth Lawn Edging Coiled with Connector - 60'EA1$24.90EIMDC15 Dewitt 611-20 Landscape Supplies:Edging:Vinyl DeWitt Mighty Diamond Classic Lawn Edging - 15' x 5" BN 5 $45.17EISKB Dewitt 611-20 Landscape Supplies:Edging:Vinyl Metal Stake Kits with Connectors - 9" EA 50 $4.59EITHD20 Dewitt 611-20 Landscape Supplies:Edging:Vinyl Garden Edging Box with Stakes and Connectors EA 1 $11.72KNR36X300 Dewitt Company 611-20 Landscape Supplies:Weed Barrier Contractor's Select Landscape Fabric - 3' x 300' RL 1 $60.02KNR48X300 Dewitt Company 611-20 Landscape Supplies:Weed Barrier Contractor's Select Landscape Fabric - 4' x 300' RL 1 $79.27KNR75X300 Dewitt Company 611-20 Landscape Supplies:Weed Barrier Contractor's Select Landscape Fabric - 6' x 300' RL 1 $118.74PUBURBAG Dewitt Company 611-20 Plant Care:Miscellaneous Burlap Bag - 24" x 39.5" EA 1 $1.99PUCPB5 Dewitt Company 611-20 Greenhouse Covering:Miscellaneous Anchor Pins CS 500 $21.55PUKSG6 Dewitt Company 611-20 Greenhouse Covering:Shade Cloth Bulk Knitted Shade Cloth 60% Green - 6' x 100' EA 1 $117.93PUM50XDewitt Company611-20Landscape Supplies:Weed BarrierWeed-Barrier 6 Year - 3' x 50'EA32$7.78PUNB4Dewitt Company611-20Landscape Supplies:MiscellaneousNatural Burlap - 4' x 250' BulkRL1$96.89PUNB6Dewitt Company611-20Landscape Supplies:MiscellaneousNatural Burlap - 6' x 250' BulkRL1$138.79PUNS12Dewitt Company611-20Plant Care:MiscellaneousN-Sulate - 1.5 oz 12' x 10'EA6$9.54PUNS12250Dewitt Company611-20Plant Care:MiscellaneousN-Sulate - 1.5 oz 12' x 250'RL1$137.98PUPROBLK3100 Dewitt Company 611-20 Landscape Supplies:Weed Barrier Weed-Barrier Pro Black - 3' x 100' EA 8 $28.47PUPROBLK3300 Dewitt Company 611-20 Landscape Supplies:Weed Barrier Weed-Barrier Pro Black - 3' x 300' RL 1 $76.59PUPROBLK4300 Dewitt Company 611-20 Landscape Supplies:Weed Barrier Weed-Barrier Pro Black - 4' x 300' RL 1 $101.70PUPROBLK450 Dewitt Company 611-20 Landscape Supplies:Weed Barrier Weed-Barrier Pro Black - 4' x 50' EA 18 $18.47PUPROBLK6300 Dewitt Company 611-20 Landscape Supplies:Weed Barrier Weed-Barrier Pro Black - 6' x 300' RL 1 $151.74 492 PUPROBLK8300Dewitt Company611-20Landscape Supplies:Weed BarrierWeed-Barrier Pro Black - 8' x 300'RL1$204.90PURS17Dewitt Company611-20Plant Care:Stakes and Plant SupportsTree Stake KitEA14$6.00PUSB10X300 Dewitt Company 611-20 Ground Cover Sunbelt Woven Ground Cover - 10' x 300' RL 1 $115.95PUSB12X300 Dewitt Company 611-20 Ground Cover Sunbelt Woven Ground Cover - 12' x 300' RL 1 $139.14PUSB15 Dewitt Company 611-20 Ground Cover Sunbelt Woven Ground Cover - 15.5' x 300' RL 1 $179.72PUSB3X300 Dewitt Company 611-20 Ground Cover Sunbelt Woven Ground Cover - 3' x 300' RL 1 $34.78PUSB4X300 Dewitt Company 611-20 Ground Cover Sunbelt Ground Cover - 4' x 300' RL 1 $63.64PUSB6X300 Dewitt Company 611-20 Ground Cover Sunbelt Woven Ground Cover - 6' x 300' RL 1 $69.57PUSTPL Dewitt Company 611-20 Landscape Supplies:Miscellaneous Anchor Pins - 6" x 1" x 6" 11 Gauge - 12 pack EA 48 $1.13PUSUPREME625 Dewitt Company, Inc 611-20 Plant Care:Miscellaneous SUP WNTR PROT 1.5OZ 6X25 PK28 EA 28 $6.54PU08X1247Dewitt Company611-20Greenhouse Covering:Shade ClothWoven Stock Tarp - 47% Shade - 8' x 12'EA1$38.86PU10X1063Dewitt Company611-20Greenhouse Covering:Shade ClothWoven Stock Tarp - 63% Shade - 10' x 10'EA1$46.94PU10X1247Dewitt Company611-20Greenhouse Covering:Shade ClothWoven Stock Tarp - 47% Shade - 10' x 12'EA1$45.79PU10X2047Dewitt Company611-20Greenhouse Covering:Shade ClothWoven Stock Tarp - 47% Shade - 10' x 20'EA1$67.23PU10X2055Dewitt Company611-20Greenhouse Covering:Shade ClothWoven Stock Tarp - 55% Shade - 10' x 20'EA1$70.71PU10X2063 Dewitt Company 611-20 Greenhouse Covering:Shade Cloth Woven Stock Tarp - 63% Shade - 10' x 20' EA 1 $77.54PU12X12X Dewitt Company 611-20 Greenhouse Covering:Shade Cloth Sudden Shade - 60% Shade - 12' x 12' EA 5 $44.59PU12X250 Dewitt Company 611-20 Landscape Supplies:Weed Barrier Pro-5 Weed Barrier - 12' x 250' RL 1 $460.59PU16X3063 Dewitt Company 611-20 Greenhouse Covering:Shade Cloth Woven Stock Tarp - 63% Shade - 16' x 30' EA 1 $130.24PU20X2063 Dewitt Company 611-20 Greenhouse Covering:Shade Cloth Woven Stock Tarp - 63% Shade - 20' x 20' EA 1 $113.27PU20X4047 Dewitt Company 611-20 Greenhouse Covering:Shade Cloth Woven Stock Tarp - 47% Shade - 20' x 40' EA 1 $160.90PU20YR4250 Dewitt Company, Inc 611-20 Landscape Supplies:Weed Barrier 20 YEAR WB 4' X 250' ROLL RL 1 $140.62PU20YR5250 Dewitt Company, Inc 611-20 Landscape Supplies:Weed Barrier 20 YEAR WB 5' X 250' ROLL RL 1 $175.78PU3X24R Dewitt Company 611-20 Landscape Supplies:Weed Barrier Weed-Barrier 20 Year - 3' x 24' EA 24 $12.18PU3X250Dewitt Company611-20Landscape Supplies:Weed BarrierPro-5 Weed Barrier - 3' x 250'RL1$115.14PU3X50RDewitt Company611-20Landscape Supplies:Weed BarrierWeed-Barrier 20 Year - 3' x 50'EA14$24.36PU3YR350Dewitt Company611-20Landscape Supplies:Weed BarrierWeed-Barrier 3 Year - 3' x 50'EA36$5.38PU350Dewitt Company611-20Landscape Supplies:MiscellaneousTree Rope 3500' - BlackRL1$58.68PU4X250Dewitt Company611-20Landscape Supplies:Weed BarrierPro-5 Weed Barrier - 4' x 250'RL1$153.53PU5X250 Dewitt Company 611-20 Landscape Supplies:Weed Barrier Pro-5 Weed Barrier - 5' x 250' RL 1 $191.92PU6X250 Dewitt Company 611-20 Landscape Supplies:Weed Barrier Pro-5 Weed Barrier - 6' x 250' RL 1 $230.30PU8X250 Dewitt Company 611-20 Landscape Supplies:Weed Barrier Pro-5 Weed Barrier - 8' x 250' RL 1 $307.05ZZEIBAS Dewitt 611-20 Landscape Supplies:Edging:Vinyl Metal Anchoring Stakes Box EA 1 $189.37ZZEIBBC20LB Dewitt 611-20 Landscape Supplies:Edging:Vinyl Bender Board Coil with Metal Stakes EA 4 $16.86 493 ZZEIDBRC20Dewitt611-20Landscape Supplies:Edging:VinylDiamond Back Royal Edging Coil with ConnectorEA32$16.78ZZEIDBR20Dewitt611-20Landscape Supplies:Edging:VinylDiamond Back Royal Edging - 5.5", 20 ftBN5$79.32ZZEIEARMSD425 Dewitt 611-20 Landscape Supplies:Edging:Vinyl Earth Consumer Metal Stake Display DI 1 $77.82ZZEIEDG20GMC Dewitt 611-20 Landscape Supplies:Edging:Vinyl Easy Diamond Ground Edging Box with Stakes/ConnectorEA 4 $16.86ZZEIEER8BK Dewitt 611-20 Landscape Supplies:Edging:Vinyl Earth Edge Rubber Roll Black with Poly Nails EA 4 $14.76ZZEIEER8CR Dewitt 611-20 Landscape Supplies:Edging:Vinyl Earth Edge Rubber Roll Cedar Red with Poly Nails EA 4 $14.76ZZEIEER8DB Dewitt 611-20 Landscape Supplies:Edging:Vinyl Earth Edge Rubber Roll Dark Brown with Poly Nails EA 4 $14.76ZZEIMDC20 Dewitt 611-20 Landscape Supplies:Edging:Vinyl Mighty Diamond Classic Edging - 5", 20 ft BN 5 $60.26ZZEINDE20MC Dewitt 611-20 Landscape Supplies:Edging:Vinyl Innovative Edge with Poly Nails EA 8 $14.31ZZEIPNR8BBKDewitt611-20Landscape Supplies:Edging:VinylBlack 9" Poly Nails BagEA10$2.94ZZEIPRO40Dewitt611-20Landscape Supplies:Edging:VinylProfessional Lawn Edging Boxed with Stakes/ConnectorEA1$28.25ZZEIRD60PDewitt611-20Landscape Supplies:Edging:VinylRoyal Diamond Edging - 60' Boxed with ConnectorsEA1$39.25ZZEISDE20Dewitt611-20Landscape Supplies:Edging:Vinyl20' Scroll Decorative Edging - 40, 6" BoxEA6$12.98ZZEISDE20LB Dewitt 611-20 Landscape Supplies:Edging:Vinyl 20' Scroll Decorative Edging, Light Brown - 40, 6" Box EA 6 $12.98ZZEIVPI10 Dewitt 611-20 Landscape Supplies:Edging:Vinyl 10' Pound In Edging - 20, 6" Box EA 6 $7.17ZZEIVPI20 Dewitt 611-20 Landscape Supplies:Edging:Vinyl 20' Pound In Edging - 40, 6" Box EA 6 $12.98ZZPUAECDS Dewitt Company, Inc 611-20 Landscape Supplies:Miscellaneous 8' X 112.5' DOUBLE STRAW PK15 BN 1 $841.17ZZPUAECSENAT8 Dewitt 611-20 Professional Turf:Erosion Control Natural Single Excelsior - 8' x 112.5' BN 1 $79.86ZZPUAECSS Dewitt Company, Inc 611-20 Landscape Supplies:Miscellaneous SINGLE STRAW 8X112.5FT EA EA 1 $46.23ZZPUAPBPAL Dewitt 611-20 Landscape Supplies:Miscellaneous 11 Gauge Anchor Pins - 6" x 1" x 6" (500 Pack) CS 108 $21.15ZZPUAPB1 Dewitt Company, Inc 611-20 Landscape Supplies:Miscellaneous 6X1 ANCHOR PINS BULK PK1000 CS 1000 $40.70ZZPUAP75 Dewitt 611-20 Landscape Supplies:Miscellaneous 11 Gauge Anchor Pins - 6' x 1' x 6" EA 1 $6.27ZZPUBAR3100XDewitt Company, Inc611-20Landscape Supplies:Weed Barrier20 YR WB 3X100 RETAIL PK7EA7$46.52ZZPUBIODSTAKRTLDewitt611-20Landscape Supplies:MiscellaneousBiodegradable Green Staple - 4", 12pkEA25$2.99ZZPUBPN1414Dewitt Company, Inc611-20Water Gardening:Miscellaneous Pond Accessories14X14 BIRD POND NET PK/11EA11$5.96ZZPUBPN2828Dewitt Company, Inc611-20Water Gardening:Miscellaneous Pond Accessories28X28 BIRD POND NET PK/7EA7$20.75ZZPUBPN720 Dewitt Company, Inc 611-20 Water Gardening:Miscellaneous Pond Accessories7X20 BIRD POND NET PK/14 EA 14 $5.08ZZPUBRB12X16P Dewitt 611-20 Landscape Supplies:Miscellaneous Brown/Blue Tarp - 12' x 16' EA 4 $14.98ZZPUBRB8X10P Dewitt 611-20 Landscape Supplies:Miscellaneous Brown/Blue Tarp - 8' x 10' EA 8 $6.24 494 ZZPUBT275100YDDewitt Company, Inc611-20Greenhouse Covering:MiscellaneousBATTEN TAPE 2-3/4"X100 YD RLRL1$17.65ZZPUCB1924PEFSDewitt Company, Inc611-20Plant Care:MiscellaneousCOLLAPSIBLE BAG 19X24 PK/12EA12$8.95ZZPUCLIPC Dewitt Company, Inc 611-20 Greenhouse Covering:Miscellaneous POLYCLIPS BULK PK/300 EA 300 $0.16ZZPUCOUNTER2 Dewitt 611-20 Retail:DisplayMaterial Counter for A6 Display Rack EA 1 $15.91ZZPUCSP3100BLK Dewitt Company, Inc 611-20 Landscape Supplies:Weed Barrier Contractor Select Plus - 3' X 100' EA 15 $31.07ZZPUCSP6300BLK Dewitt 611-20 Landscape Supplies:Weed Barrier Contractor Select Plus - 6' X 300' EA 1 $153.43ZZPUDDF7100PRO Dewitt Company, Inc 611-20 Repellents and Traps:Netting DEER FENCE PRO 7X100 PK/6 EA 6 $45.59ZZPUDELUXE6 Dewitt Company, Inc 611-20 Landscape Supplies:Weed Barrier DELUXE FABRIC 6X250 EACH EA 1 $26.40ZZPUDELUXE650 Dewitt Company, Inc 611-20 Landscape Supplies:Weed Barrier DELUXE FABRIC 6X50 PK/32 EA 32 $6.47ZZPUFF4OZ4360 Dewitt Company 611-20 Professional Turf:Erosion Control 4OZ FILTER FABRIC 4X360 EA EA 1 $130.53ZZPUFIBC2000Dewitt Company, Inc611-20Empty Bags2000 LB BULK CONTAINER BAG EAEA1$15.92ZZPUGROPOT15Dewitt Company, Inc611-20Plant Care:Miscellaneous15 GL GRO POT PLANTER BAG EAEA1$2.61ZZPUGROPOT6Dewitt Company, Inc611-20Plant Care:Miscellaneous6 GL GRO POT PLANTER BAG EAEA1$1.95ZZPUKG12Dewitt Company, Inc611-20Greenhouse Covering:Shade ClothShadecloth 12'X100' 60% Green Folded to 3', On CoreEA1$235.84ZZPUKK1010BXDewitt611-20Pet Supplies:AccessoriesKook K-9 Kennel Cover Black - 10' x 10'EA1$67.31ZZPUKN203070 Dewitt 611-20 Greenhouse Covering:Shade Cloth 70% Knitted Shade TG2' Black - 20' x 30' EA 1 $192.67ZZPUK12 Dewitt Company, Inc 611-20 Greenhouse Covering:Shade Cloth Shadecloth 12'X100' 60% Black Folded to 3', On Core EA 1 $185.57ZZPUK6 Dewitt Company, Inc 611-20 Greenhouse Covering:Shade Cloth SHADECLOTH 6'X100' 60% EA EA 1 $92.80ZZPUNATWASP36 Dewitt Company, Inc 611-20 Repellents and Traps:Insect NATURAL WASP AWAY PK36 EA 36 $2.87ZZPUNAT3300 Dewitt Company, Inc 611-20 Landscape Supplies:Weed Barrier NATURAL GRDN WB 3X300 RL 1 $72.62ZZPUNAT340 Dewitt 611-20 Landscape Supplies:Weed Barrier Natural Garden Weed Barrier - 3' x 40', Pk/12 EA 12 $10.01ZZPUNAT4300 Dewitt Company, Inc 611-20 Landscape Supplies:Weed Barrier NATURAL GRDN WB 4X300 RL 1 $96.48ZZPUNB324 Dewitt Company, Inc 611-20 Landscape Supplies:Miscellaneous NAT BURLAP 3X24 RETAIL PK20 EA 20 $8.82ZZPUNB348 Dewitt Company, Inc 611-20 Landscape Supplies:Miscellaneous NAT BURLAP 3X48 RETAIL PK12 EA 12 $15.68ZZPUPG12Dewitt Company, Inc611-20Plant Care:Miscellaneous12' X 10' PLANT GUARD PK15EA15$5.99ZZPUPROBLK350Dewitt Company, Inc611-20Landscape Supplies:Weed BarrierPRO BLK 3X50 RETAIL PK18EA18$14.39ZZPUPROBLK4100Dewitt Company, Inc611-20Landscape Supplies:Weed BarrierPRO BLK 4X100 RETAIL PK8EA10$36.86ZZPUPROBRN350Dewitt Company, Inc611-20Landscape Supplies:Weed Barrier3X50 PRO BROWN WB PK16EA16$18.15ZZPUPRO6YRPADewitt Company, Inc611-20Landscape Supplies:Weed BarrierWEED BARRIER DISPLAY PK/100DI1$977.59ZZPUPSS Dewitt Company, Inc 611-20 Plant Supplies:Miscellaneous 32" Wooden Tree Stake EA 12 $11.95ZZPURPBRED Dewitt Company, Inc 611-20 Greenhouse Covering:Miscellaneous REPINS RED PK/300 EA 300 $0.18ZZPUSF3X100 Dewitt Company, Inc 611-20 Professional Turf:Erosion Control SILT FENCE W/STAKES 3'X100' RL 1 $27.03ZZPUSG12500 Dewitt Company, Inc 611-20 Landscape Supplies:Miscellaneous SEED GUARD 12X500 EA EA 1 $101.98ZZPUSG200PAL Dewitt Company, Inc 611-20 Landscape Supplies:Miscellaneous Straw Guard 200 - 4' x 50' EA 30 $23.57 495 ZZPUSNUG08BLK50Dewitt Company, Inc611-20Landscape Supplies:Miscellaneous8" BALL SNUGGER STRAPS PK50EA50$0.27ZZPUSSR12BLKDewitt Company, Inc611-20Greenhouse Covering:Shade Cloth12'X12' 60% BLK KNIT SHD PK5EA5$33.52ZZPUSSR6BLK Dewitt Company, Inc 611-20 Greenhouse Covering:Shade Cloth 6'X12' 60% BLK KNIT SHD PK/8 EA 8 $18.36ZZPUSTK60G2024 Dewitt Company, Inc 611-20 Greenhouse Covering:Shade Cloth K60 STOCK TARP 20X24 GRN EA EA 1 $136.87ZZPUSTRTS28 Dewitt Company, Inc 611-20 Landscape Supplies:Miscellaneous STRAW TACK SAK 28LB BA 1 $13.07ZZPUSTR21 Dewitt Company, Inc 611-20 Landscape Supplies:Miscellaneous BS RUBBER STRAP 21" PK50 EA 50 $1.33ZZPUSUPREME24 Dewitt Company, Inc 611-20 Plant Care:Miscellaneous FABRIC WNTER PROT 24'X500' RL RL 1 $542.97ZZPUSUPREME36 Dewitt 611-20 Plant Care:Miscellaneous Supreme Winter Protection Fabric 1.5 oz - 36' X 500' EA 1 $797.04ZZPUSUPREME650 Dewitt Company, Inc 611-20 Plant Care:Miscellaneous SUP WNTR PROT 1.5OZ 6X50 PK16 EA 16 $15.13ZZPUSW15X30AG Dewitt Company, Inc 611-20 Ground Cover Farm Tough Silver/White Tarp - 15' x 30' EA 2 $93.94ZZPUS60X60Dewitt Company, Inc611-20Greenhouse Covering:Shade Cloth60X60 POLYTUF SUNSHIELD EAEA1$531.24ZZPUTA10X18PDewitt611-20Landscape Supplies:MiscellaneousTarp 10x18 HD Forest Green ShadeEA5$19.91ZZPUTA12X14P3Dewitt Company, Inc611-20Landscape Supplies:MiscellaneousTARP 12X14 HD FOREST SHD PK/3EA3$18.59ZZPUTA8X10Dewitt Company, Inc611-20Landscape Supplies:MiscellaneousTARP 8X10 HD FOREST SHADE PK8EA8$8.84ZZPUTBRBHPMDewitt Company, Inc611-20Landscape Supplies:MiscellaneousGAYLORD TARP MIX HALF PL PK56DI1$678.88ZZPUTBRB10X12P Dewitt Company, Inc 611-20 Landscape Supplies:Miscellaneous BROWN/BLUE TARP 10X12 PK/6 EA 6 $9.37ZZPUTBRB16X20P Dewitt Company, Inc 611-20 Landscape Supplies:Miscellaneous BROWN/BLUE TARP 16X20 PK8 EA 8 $25.00ZZPUTBRB6X8P Dewitt Company, Inc 611-20 Landscape Supplies:Miscellaneous BROWN/BLUE TARP 6X8 PK12 EA 12 $3.75ZZPUTG10X12 Dewitt Company, Inc 611-20 Landscape Supplies:Miscellaneous BLACK STALLION MESH 10X12 PK5 EA 5 $38.49ZZPUTG10X16 Dewitt Company, Inc 611-20 Landscape Supplies:Miscellaneous BLACK STALLION MESH 10X16 PK4 EA 4 $51.31ZZPUTG10X18 Dewitt Company, Inc 611-20 Landscape Supplies:Miscellaneous BLACK STALLION MESH 10X18 PK4 EA 4 $57.73ZZPUTG12X18 Dewitt Company, Inc 611-20 Landscape Supplies:Miscellaneous BLACK STALLION MESH 12X18 PK3 EA 3 $69.29ZZPUTG12X20 Dewitt Company, Inc 611-20 Landscape Supplies:Miscellaneous BLCK STALLION MESH 12X20 PK3 EA 3 $76.99ZZPUTG12X26 Dewitt Company, Inc 611-20 Landscape Supplies:Miscellaneous BLACK STALLION MESH 12X26 PK2 EA 2 $100.08ZZPUTG6X8Dewitt Company, Inc611-20Landscape Supplies:MiscellaneousBlack Stallion Mesh Tarp - 6' X 8'EA12$15.40ZZPUTG8X10Dewitt Company, Inc611-20Landscape Supplies:MiscellaneousBLACK STALLION MESH 8X10 PK8EA8$25.66ZZPUTLFTRP6X624Dewitt Company, Inc611-20Landscape Supplies:MiscellaneousLEAF AND DEBRIS TARP 6X6 PK24EA24$5.29ZZPUTLFTRP9X912Dewitt Company, Inc611-20Landscape Supplies:MiscellaneousLEAF AND DEBRIS TARP 9X9 PK12EA12$11.22ZZPUTM10X12Dewitt Company, Inc611-20Landscape Supplies:MiscellaneousTARP 10X12 SUPER BLUE PK/15EA15$5.74ZZPUTM10X20 Dewitt Company, Inc 611-20 Landscape Supplies:Miscellaneous TARP 10X20 SUPER BLUE PK/8 EA 8 $9.56ZZPUTM6X8 Dewitt Company, Inc 611-20 Landscape Supplies:Miscellaneous TARP 6X8 SUPERBLUE PK/30 EA 30 $2.29ZZPUTSLBX Dewitt Company, Inc 611-20 Landscape Supplies:Miscellaneous 20" Tree Sling Bulk Box CS 60 $51.83ZZPUTS12X20P Dewitt Company, Inc 611-20 Landscape Supplies:Miscellaneous SS TARP 12X20 SILV/BLK PK/6 EA 6 $38.59ZZPUTWBAG12 Dewitt Company, Inc 611-20 Watering:Accessories WATER BAG TREE PK12 EA 12 $10.01 496 ZZPUTWBAG36Dewitt Company, Inc611-20Watering:AccessoriesWATER BAG TREE PK36EA36$9.49ZZPUTWD24Dewitt Company, Inc611-20Watering:AccessoriesDEW RIGHT DONUT TREE BAG PK24EA24$10.07ZZPUTW3W Dewitt Company, Inc 611-20 Plant Care:Stakes and Plant Supports 3"X50' TREE WRAP RETAIL PK24 EA 24 $2.12ZZPUULTIMATE12 Dewitt 611-20 Plant Care:Miscellaneous Ultimate Winter Protection Fabric 2.5 oz - 12' X 250' EA 1 $259.28ZZPUULTIMATE15 Dewitt Company, Inc 611-20 Plant Care:Miscellaneous 2.5OZ 15X250 ULTIMATE FABRIC EA 1 $320.20ZZPUULTIMATE650 Dewitt Company, Inc 611-20 Landscape Supplies:Weed Barrier 2.5OZ 6X50 ULTIMATE PK8 EA 8 $28.93ZZPUWGC15 Dewitt Company, Inc 611-20 Ground Cover White Ground Cover - 15' x 300' RL 1 $260.47ZZPU1050RC Dewitt Company, Inc 611-20 Landscape Supplies:Miscellaneous POLY TWINE WHITE RETAIL PK/12 EA 12 $9.32ZZPU12YR6300 Dewitt Company, Inc 611-20 Landscape Supplies:Weed Barrier 12 YEAR 6'X300' BULK RL 1 $151.74ZZPU20YR3250 Dewitt Company, Inc 611-20 Landscape Supplies:Weed Barrier 20 YEAR WB 3' X 250' ROLL RL 1 $105.46ZZPU20YR6250Dewitt Company, Inc611-20Landscape Supplies:Weed Barrier20 YEAR WB 6' X 250' ROLLRL1$210.93ZZPU3YR3100Dewitt611-20Landscape Supplies:Weed BarrierWeed-Barrier 3 Year - 3' X 100'EA18$10.03ZZPU3201C502WDewitt Company, Inc611-20Landscape Supplies:Weed Barrier3'X50' TYPAR PREMIUM PK20EA20$11.94ZZPU3201C503WDewitt Company, Inc611-20Landscape Supplies:Weed Barrier3'X100' TYPAR PREMIUM PK12EA12$23.33ZZPU6YR3100Dewitt Company, Inc611-20Landscape Supplies:Weed Barrier6 YEAR WB 3' X 100' PK16EA16$13.72ZZPU6YR3300 Dewitt Company, Inc 611-20 Landscape Supplies:Weed Barrier 6 YEAR WB 3' X 300' ROLL RL 1 $40.81ZZPU6YR4100 Dewitt Company, Inc 611-20 Landscape Supplies:Weed Barrier 6 YEAR WB 4' X 100' PK16 EA 16 $20.33ZZPU6YR4300 Dewitt Company, Inc 611-20 Landscape Supplies:Weed Barrier 6 YEAR WB 4' X 300' ROLL RL 1 $54.01ZZPU6YR6300 Dewitt 611-20 Landscape Supplies:Weed Barrier Weed-Barrier 6 Year - 6' X 300' EA 1 $80.20ZZPU950 Dewitt 611-20 Landscape Supplies:Miscellaneous Bulk Black Tree Rope - 950 ft RL 1 $31.94CALOG12 American Excelsior Company 611-20 Professional Turf:Erosion Control Curlex Sediment Log - 12" x 10' EA 1 $21.49CALOG9 American Excelsior Company 611-20 Professional Turf:Erosion Control Curlex Sediment Log - 9" x 25' EA 1 $38.95CASTRAW8X112 American Excelsior Company 611-20 Professional Turf:Erosion Control Straw Erosion Control Blanket - 8' x 112.5' RL 1 $39.86CA25X56MAT American Excelsior Company 611-20 Professional Turf:Erosion Control Quickgrass Pro Erosion Control Blanket DI 6 $129.43CA4X112IAmerican Excelsior Company611-20Professional Turf:Erosion ControlCurlex I Erosion Control Blanket - 4' x 112.5', NaturalRL1$30.92CA4X112IIAmerican Excelsior Company611-20Professional Turf:Erosion ControlCurlex II Erosion Control Blanket - 4' x 112.5', NaturalRL1$31.68CA4X112IIGAmerican Excelsior Company611-20Professional Turf:Erosion ControlCurlex II Erosion Control Blanket - 4' x 112.5', GreenRL1$33.01CA8X112IAmerican Excelsior Company611-20Professional Turf:Erosion ControlCurlex I Erosion Control Blanket - 8' x 112.5', NaturalRL1$52.91CA8X112IIAmerican Excelsior Company611-20Professional Turf:Erosion ControlCurlex II Erosion Control Blanket - 8' x 112.5', NaturalRL1$55.24CA8X1125IG American Excelsior Company 611-20 Professional Turf:Erosion Control Curlex I Erosion Control Blanket - 8' x 112.5', Green RL 1 $72.84CA8X1125IIQG American Excelsior Company 611-20 Professional Turf:Erosion Control Curlex II Erosion Control Blanket - 8' x 112.5', Green RL 1 $58.78CA8X90RE American Excelsior Company 611-20 Professional Turf:Erosion Control Recyclex Turf Mat - 8' x 90' RL 1 $182.88GD3134006 Pbi-Gordon 611-20 Applicators:Spreaders:Broadcast Spred-Rite G Gravity Flow Granule Spreader EA 6 $27.28 497 GD5513076Pbi-Gordon611-20Herbicides:Post Emergent:Selective MiscellaneousKatana - 5 ozEA4$194.15GD6253046 Pbi-Gordon 611-20 Herbicides:Pre Emergent:Granular Pre-San Granular 12.5G - 50 lb BG 1 $288.96GD6301126R Pbi-Gordon 611-20 Fungicides and Algaecides:Liquid Tekken SC Broad Spectrum Fungicide - 2.5 gal EA 2 $367.50GD6401216 Pbi-Gordon 611-20 Fungicides and Algaecides:Liquid Segway SC T&L - 39.2 oz EA 12 $415.00GD6421076 Pbi-Gordon 611-20 Fungicides and Algaecides:Liquid Kabuto Fungicide SC - 1 gal EA 4 $567.00GD6541076 Pbi-Gordon 611-20 Herbicides:Post Emergent:Selective Liquid SpeedZone Broadleaf Killer - 1 gal EA 4 $90.58GD6541126RR Pbi-Gordon 611-20 Herbicides:Post Emergent:Selective Liquid SpeedZone Lawn Weed Killer Concentrate - 2.5 gal EA 2 $223.24GD6551126RR Pbi-Gordon 611-20 Herbicides:Post Emergent:Selective Liquid Surge Herbicide - 2.5 gal EA 2 $168.27GD6561076RR Pbi-Gordon 611-20 Herbicides:Post Emergent:Selective Liquid SpeedZone Southern Herbicide - 1 gal EA 4 $78.33GD6561126RRPbi-Gordon611-20Herbicides:Post Emergent:Selective LiquidSpeedZone Southern Herbicide - 2.5 galEA2$186.86GD6621076Pbi-Gordon611-20Professional Grower:Plant Growth RegulatorsAtrimmec - 1 galEA4$409.12GD6621086Pbi-Gordon611-20Professional Grower:Plant Growth RegulatorsAtrimmec - 1 qtEA12$118.08GD6771086 Pbi-Gordon 611-20 Herbicides:Post Emergent:Selective Liquid Ornamec 170 - 1 qt EA 12 $26.40GD6971076R Pbi-Gordon 611-20 Herbicides:Post Emergent:Selective Liquid Q4 Plus Herbicide - 1 gal EA 4 $126.92GD6971086 Pbi-Gordon 611-20 Herbicides:Post Emergent:Selective Liquid Q4 Plus Herbicide - 1 qt EA 12 $38.08GD6971126R Pbi-Gordon 611-20 Herbicides:Post Emergent:Selective Liquid Q4 Plus Herbicide - 2.5 gal EA 2 $310.90GD7193216 Pbi-Gordon 611-20 Herbicides:Pre Emergent:Miscellaneous Tupersan WP - 4 lb EA 12 $140.96GD7321186 Pbi-Gordon 611-20 Insecticides:Liquid Zylam Liquid Systemic Insecticide - 1 qt EA 4 $119.00GD7731126R Pbi-Gordon 611-20 Herbicides:Post Emergent:Selective Liquid Trimec Encore - 2.5 gal EA 2 $133.65GD7741071RR Pbi-Gordon 611-20 Herbicides:Post Emergent:Selective Liquid Brushmaster - 1 gal EA 4 $78.47GD7741081 Pbi-Gordon 611-20 Herbicides:Post Emergent:Selective Liquid Brushmaster - 1 qt EA 12 $25.25GD7781086Pbi-Gordon611-20Herbicides:Post Emergent:Selective LiquidOrnamec Over-The-Top Herbicide - 1 qtEA12$60.10GD7911126Pbi-Gordon611-20Fertilizers:BiostimulantsLaunch Biostimulant - 2.5 galEA2$64.19GD8081121RRPbi-Gordon611-20Herbicides:Post Emergent:Selective LiquidHi-Dep Broadleaf Herbicide - 2.5 galEA2$54.49GD8361076RPbi-Gordon611-20Herbicides:Post Emergent:Selective LiquidTZone SE Broadleaf Herbicide - 1 galEA4$71.90GD8361126RPbi-Gordon611-20Herbicides:Post Emergent:Selective LiquidTZone SE Broadleaf Herbicide - 2.5 galEA2$176.50GD8451126 Pbi-Gordon 611-20 Herbicides:Pre Emergent:Liquid Bensumec 4LF - 2.5 gal EA 2 $362.18GD8731126R Pbi-Gordon 611-20 Herbicides:Post Emergent:Selective Liquid Avenue South - 2.5 gal EA 2 $191.25GD8741126R Pbi-Gordon 611-20 Herbicides:Post Emergent:Selective Liquid SpeedZone Southern EW Herbicide - 2.5 gal EA 2 $168.38GD8811076RR Pbi-Gordon 611-20 Herbicides:Post Emergent:Selective Liquid Trimec Classic - 1 gal EA 4 $46.99GD881112RR Pbi-Gordon 611-20 Herbicides:Post Emergent:Selective Liquid Trimec Classic - 2.5 gal EA 2 $115.06 498 GD8961076RRPbi-Gordon611-20Herbicides:Post Emergent:Selective LiquidTrimec Southern - 1 galEA4$73.85GD8961086Pbi-Gordon611-20Herbicides:Post Emergent:Selective LiquidTrimec Southern - 1 qtEA12$24.72GD896112RR Pbi-Gordon 611-20 Herbicides:Post Emergent:Selective Liquid Trimec Southern - 2.5 gal EA 2 $166.19GD9701046 Pbi-Gordon 611-20 Fertilizers:Micronutrients FeRROMEC AC - 30 gal DM 1 $341.54GD9701126 Pbi-Gordon 611-20 Fertilizers:Micronutrients FeRROMEC AC - 2.5 gal EA 2 $33.85GD9921126R Pbi-Gordon 611-20 Herbicides:Post Emergent:Selective Liquid Trimec 992 Broadleaf Herbicide - 2.5 gal EA 2 $80.13ZRGD9921126R Pbi/Gordon Corp. 611-20 Herbicides:Post Emergent:Selective Liquid TRIMEC 992 2.5GL EA 1 $87.82ZZGD6541046R Pbi/Gordon Corp. 611-20 Herbicides:Post Emergent:Selective Liquid SPEEDZONE 28.57% 24D 30 GL DM 1 $2,630.77ZZGD6971047R Pbi/Gordon Corp. 611-20 Herbicides:Post Emergent:Selective Liquid Q4 PLUS 11.8% 24D 30 GL DM 1 $3,634.62ZZGD7781096 Pbi/Gordon Corp. 611-20 Herbicides:Post Emergent:Selective Liquid Ornamec - Over the Top - Pint EA 12 $34.46ZZGD8111072Pbi/Gordon Corp.611-20Herbicides:Post Emergent:Selective LiquidPASTURE PRO 4/1GLEA4$45.82ZZGD9921046RPbi/Gordon Corp.611-20Herbicides:Post Emergent:Selective LiquidTRIMEC 992 30 GLDM1$942.31KU6Profile Products611-20Professional Turf:Erosion ControlSecond Nature Cellulose Fiber Hydraulic Mulch - 50 lbBG1$14.64APT01Mk Minerals, Inc.611-20Professional Turf:Soil AmendmentsMK Minerals Gypsum Ultra Mini GG - 50 lbBG1$9.48APT01XMk Minerals, Inc.611-20Professional Turf:Soil AmendmentsCal-Sul Gypsum Fairway - 50 lbBG1$8.98APT02 Mk Minerals, Inc. 611-20 Professional Turf:Soil Amendments Pelletized Hi-Calcium Limestone (Greens Grade) - 50 lb BG 1 $8.34APT02X Mk Minerals, Inc. 611-20 Professional Turf:Soil Amendments Pelletized Hi-Calcium Limestone (Fairway Grade) - 50 lb BG 1 $8.04APT03 Mk Minerals, Inc. 611-20 Professional Turf:Soil Amendments Dolomitic Lime Greens - 50 lb BG 1 $9.55AP01 Mk Minerals, Inc. 611-20 Soil Amendments:Soil Builders Pelletized Ultra Gypsum - 40 lb BG 1 $7.90AP02 Mk Minerals, Inc. 611-20 Soil Amendments:Soil Builders Pelletized Hi-Calcium Limestone - 40 lb BG 1 $7.12AP03 Mk Minerals, Inc. 611-20 Soil Amendments:Soil Builders Pelletized Ultra Dolomitic Lime - 40 lb BG 1 $7.64ZZAPT01B Mk Minerals, Inc. 611-20 Professional Turf:Soil Amendments CALSUL GYPSUM GG 2000# BG 1 $419.58ZZAPT01XB1Mk Minerals611-20Professional Turf:Soil AmendmentsCal-Sul Gypsum Fairway - 1000 lbBG1$209.09ZZFWYGYPSUM1000Mk Minerals611-20Professional Turf:Soil AmendmentsFAIRWAY GRADE GYPSUM 1000#BG1$216.78FTFAN24212Agri-Nutrients611-20Fertilizers:Fairway Grade:Granular24-2-12 Fertilizer with 55% SRN and 1% FE TRC - 50 lbBG1$25.50FTF1305XDIMAgri-Nutrients611-20Fertilizers:Combination:Granular13-0-5 Fertilizer with 0.15% DIM and 25% XCU - 50 lbBG1$20.38FTF1305XPROAgri-Nutrients611-20Fertilizers:Combination:Granular13-0-5 Fertilizer with 0.29% PS and 25% XCU - 50 lbBG1$19.91FTF15030 Agri-Nutrients 611-20 Fertilizer:Lawn:Granular 15-0-30 Fertilizer - 50 lb BG 1 $15.68FTF180550UHUMA Agri-Nutrients 611-20 Fertilizers:Fairway Grade:Granular 18-0-5 Fertilizer with 50% UFLEXX, 3% FE HUM - 50 lb BG 1 $20.93FTF1906XDIM Agri-Nutrients, Inc. 611-20 Fertilizers:Combination:Granular 19-0-6 .15%DIM 25%XCU 50# BG 1 $20.57FTF1906XPRO Agri-Nutrients, Inc. 611-20 Fertilizers:Combination:Granular 19-0-6 .29 PS 25%XCU 50# BG 1 $15.71FTF210050UA Agri-Nutrients 611-20 Fertilizers:Fairway Grade:Granular 21-0-0 Fertilizer with 50% UFLEXX - 50 lb BG 1 $14.11 499 FTF21714Agri-Nutrients611-20Fertilizers:General Turf21-7-14 Fertilizer with 25% XCU and 3% FE 6S - 50 lbBG1$18.73FTF240030UAgri-Nutrients611-20Fertilizers:Fairway Grade:Granular24-0-0 Fertilizer with 30% UFLEXX and 2% FE - 50 lbBG1$14.40FTF2501050UA Agri-Nutrients 611-20 Fertilizers:Fairway Grade:Granular25-0-10 Fertilizer with 50% UFLEXX, 2% FE, 2% MG - 50 lbBG 1 $18.79FTF283850UA Agri-Nutrients 611-20 Fertilizers:Fairway Grade:Granular 28-3-8 Fertilizer with 50% UFLEXX and 2% FE - 50 lb BG 1 $18.43FTF3431130UA Agri-Nutrients, Inc. 611-20 Fertilizers:Fairway Grade:Granular 34-3-11 30% UFLEX 50# BG 1 $18.29FTF4000UA Agri-Nutrients 611-20 Fertilizers:Fairway Grade:Granular 40-0-0 Fertlizer with 50% UFLEXX and 5% FE - 50 lb BG 1 $20.93FTF4600UF Agri-Nutrients 611-20 Fertilizers:General Turf 100% UFLEXX - 50 lb BG 1 $30.80FTF4600UM Agri-Nutrients 611-20 Fertilizers:Fairway Grade:Granular 46-0-0 UMAXX SRN - 50 lb BG 1 $36.21FTF51031FE Agri-Nutrients, Inc. 611-20 Fertilizer:Lawn:Granular 5-10-31 Fertilizer with 10% Iron Sucrate - 50 lb BG 1 $19.39FTP18001OXA50Agri-Nutrients611-20Fertilizers:Combination:Granular18-0-0 Fertilizer with 1% OXASHIELD - 50 lbBG1$36.18FTP20510DAgri-Nutrients611-20Fertilizers:Combination:Granular20-5-10 Fertilizer with 25% XCU and 0.17% DIM - 50 lbBG1$23.87FTP20510D22Agri-Nutrients611-20Fertilizers:Combination:Granular20-5-10 25% XCU 0.22% Dimension - 50 lbBG1$26.77RI102010Agri-Nutrients611-20Fertilizers:Fairway Grade:Granular10-20-10 Fertilizer - 50 lbBG1$18.8304KINN25010 Agri-Nutrients, Inc. 611-20 Fertilizer:Private Label KINN PVT LBL 25-0-10 40/50# BG 40 $19.49KU6TL Turfmaker 611-20 Professional Turf:Erosion Control Slicky Sticky Tackifier - 15 lb EA 2 $108.78PREX4117 Icl Specialty Fertilizers 611-20 Fertilizers:Water Soluble Peters Excel 15-5-15 Cal Mag Special - 25 lb BG 1 $31.84PREX8117 Icl Specialty Fertilizers 611-20 Fertilizers:Water Soluble Peters Excel 15-2-20 Pansy, Salvia & Vinca - 25 lb BG 1 $32.76PREX9117 Icl Specialty Fertilizers 611-20 Fertilizers:Water Soluble Peters Excel 21-5-20 Multi Purpose - 25 lb BG 1 $31.18PRE99001 Icl Specialty Fertilizers 611-20 Fertilizers:Water Soluble Peters Excel 19-11-21 Multi-Purpose - 25 lb BG 1 $33.24PRSTEM Icl Specialty Fertilizers 611-20 Fertilizers:Water Soluble Peters Professional Liquid S.T.E.M. Fertilizer - 2.64 gal EA 1 $82.24PR191 Icl Specialty Fertilizers 611-20 Fertilizers:Water Soluble Peters Professional 21-7-7 Acid Special - 25 lb BG 1 $23.16PR200 Icl Specialty Fertilizers 611-20 Fertilizers:Water Soluble Peters Professional 20-20-20 General Purpose - 25 lb BG 1 $30.26PR201Icl Specialty Fertilizers611-20Fertilizers:Water SolublePeters Peat Lite Special 20-10-20 - 25 lbBG1$29.93PR203Icl Specialty Fertilizers611-20Fertilizers:Water SolublePeters Professional 20-10-20 General Purpose - 25 lbBG1$29.28PR215Icl Specialty Fertilizers611-20Fertilizers:Water SolublePeters Professional 24-8-16 Foliage Specials - 25 lbBG1$26.49PR223Icl Specialty Fertilizers611-20Fertilizers:Water SolublePeters Peat Lite Special 15-0-15 Dark Weather Feed - 25 lbBG1$27.89PR251 Icl Specialty Fertilizers 611-20 Fertilizers:Water SolublePeters Peat Lite Special 15-5-25 Flowering Crop Special - 25 lbBG 1 $32.30PR252 Icl Specialty Fertilizers 611-20 Fertilizers:Water Soluble Peters Peat Lite Special 15-16-17 - 25 lb BG 1 $32.50PR280 Icl Specialty Fertilizers 611-20 Fertilizers:Water Soluble Peters Peat Lite Special 10-30-20 Plant Starter - 25 lb BG 1 $36.84PR315 Icl Specialty Fertilizers 611-20 Fertilizers:Water Soluble Peters Professional S.T.E.M. Fertilizer - 25 lb BG 1 $59.47 500 PR91490Icl Specialty Fertilizers611-20Fertilizers:Water SolublePeters Excel 13-2-13 Plug & Bedding Plant Special - 25 lbBG1$28.82PR91600 Icl Specialty Fertilizers 611-20 Fertilizers:Water Soluble Peters Peat Lite Special (17-3-17) Neutral Cal-Mag - 25 lbBG 1 $27.24PR91670 Icl Specialty Fertilizers 611-20 Fertilizers:Water Soluble Peters Peat Lite Special 18-8-17 High Mag - 25 lb BG 1 $29.70PR99390 Icl Specialty Fertilizers 611-20 Fertilizers:Water Soluble Peters Professional 5-11-26 Hydroponic Special - 25 lb BG 1 $34.21ZZPRE99004 Icl Specialty Fertilizers 611-20 Fertilizers:Water Soluble 14-8-14 PHLOW CAL MAG 80/25# BG 80 $33.82ZZPR91147 Icl Specialty Fertilizers 611-20 Fertilizers:Water Soluble 9-45-15 Plant Starter 80/25# BG 80 $32.24ZZPR99069 Icl Specialty Fertilizers 611-20 Fertilizers:Water Soluble 14-5-37 NCNBND 80/25# BG 80 $26.20ZZPR99254Icl Specialy Fertilizers611-20Fertilizers:Water SolublePeters Professional Peat Lite Special 20-10-20 No Boron, No Copper, No Dye - 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50 lbBG 1 $16.73FTF2501050UBonus Crop Fertilizer611-20Fertilizers:Fairway Grade:Granular25-0-10 Fertilizer with 50% Uflexx, 2% Iron and 2% Magnesium - 50 lbBG1$17.43FTF2800UBonus Crop Fertilizer611-20Fertilizers:Fairway Grade:Granular28-0-0 Fertilizer with 50% Uflexx - 50 lbBG1$16.93FTF283105Bonus Crop Fertilizer611-20Fertilizers:Fairway Grade:Granular28-3-10 Turf Fertilizer with 50% XCU and 5% Iron - 50 lbBG1$19.90FTF3237 Bonus Crop Fertilizer 611-20 Fertilizers:Fairway Grade:Granular 32-3-7 Fertilizer with 30% XCU and 2% Iron - 50 lb BG 1 $24.70FTF51031 Bonus Crop Fertilizer 611-20 Fertilizers:General Turf:Miscellaneous 5-10-31 Fertilizer - 50 lb BG 1 $18.67FTF520 Bonus Crop Fertilizer 611-20 Fertilizers:Natural Hou-Actinite 6-3-0 Fairway Granules - 50 lb BG 1 $8.65FTF630FE Bonus Crop Fertilizer Inc 611-20 Fertilizers:Fairway Grade:Granular 6-3-0 Fertilizer with Houactinite and 5% FE - 50 lb BG 1 $10.61 501 FTG101822Bonus Crop Fertilizer611-20Fertilizers:Fairway Grade:Granular10-18-22 Starter Fertilizer - 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4 x 9.5 g EA 12 $6.43 506 MT0001Control Solutions611-20Pet Supplies:RemediesMartin's FLEE Flea & Tick Collar for Dogs - Pk/3EA12$13.06MT00046Control Solutions611-20Herbicides:Post Emergent:Selective LiquidMartin's TVC Total Vegetation Control - 1 qtEA6$58.17MT02495 Control Solutions 611-20 Insecticides:Aerosols Stryker Wasp & Hornet Killer Pressurized Aerosol - 15 oz EA 12 $5.60MT0312 Control Solutions 611-20 Pet Supplies:Remedies Martin's FLEE Plus IGR Carpet Spray - 16 oz EA 6 $11.60MT0314 Control Solutions 611-20 Pet Supplies:Remedies Martin's FLEE Plus IGR Trigger Spray - 8 oz EA 6 $10.65MT0315 Control Solutions 611-20 Pet Supplies:Remedies Martin's FLEE Plus IGR Trigger Spray - 16 oz EA 6 $13.81MT0316 Control Solutions 611-20 Insecticides:Household:Aerosol Martin's Stryker Farm & Dairy Aerosol - 20 oz EA 6 $11.77MT0317 Control Solutions 611-20 Insecticides:Household:Aerosol Martin's Pystol Farm & Dairy Aerosol - 20 oz EA 6 $12.51MT0326 Control Solutions 611-20 Livestock Supplies:Cattle Supplies Lice-Ban Pour-On - 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1 pt EA 12 $31.27MT2478 Control Solutions 611-20 Insecticides:Lawn and Garden:Concentrate D-Fense SC Insect Concentrate - 1 gal EA 4 $195.73MT2479Control Solutions611-20Insecticides:Lawn and Garden:OtherD-Fense Dust - 1 lbEA12$6.44MT2482Control Solutions611-20Pet Supplies:RemediesMartin's FLEE Plus IGR for Dogs (4-22 Pounds)EA6$14.56MT2483Control Solutions611-20Pet Supplies:RemediesMartin's FLEE Plus IGR for Dogs (23-44 Pounds)EA6$14.56MT2484Control Solutions611-20Pet Supplies:RemediesMartin's FLEE Plus IGR for Dogs (45-88 Pounds)EA6$14.56MT2485Control Solutions611-20Pet Supplies:RemediesMartin's FLEE Plus IGR for Dogs (89-132 Pounds)EA6$14.56MT2486 Control Solutions 611-20 Pet Supplies:Remedies Martin's FLEE Plus IGR for Cats EA 6 $14.56MT2487 Control Solutions 611-20 Pet Supplies:Remedies Martin's FLEE RTU Yard Spray - 1 qt EA 6 $12.94MT2488 Control Solutions 611-20 Herbicides:Post Emergent:Glyphosate:SpecialMartin's Eraser Max Super Concentrate Herbicide - 1 qt EA 6 $17.56 507 MT2489Control Solutions611-20Herbicides:Post Emergent:Glyphosate:SpecialMartin's Eraser Max Super Concentrate Herbicide - 1 galEA4$48.03MT2490 Control Solutions 611-20 Herbicides:Post Emergent:Glyphosate:SpecialMartin's Eraser Max Super Concentrate Herbicide - 2.5 galEA 2 $96.13MT2492 Control Solutions 611-20 Insecticides:Lawn and Garden:Concentrate Mosquito Mist Ultra - 1 qt EA 6 $43.01MT2504 Control Solutions 611-20 Insecticides:Lawn and Garden:Concentrate Martin's Dominion Tree & Shrub Insecticide Concentrate - 1 qtEA 12 $14.95MT2506 Control Solutions 611-20 Insecticides:Liquids Dominion 2L Termiticide / Insecticide - 27.5 oz EA 6 $20.85MT2507 Control Solutions 611-20 Insecticides:Liquids Dominion 2L Termiticide / Insecticide - 2.15 gal EA 2 $260.74MT2686Control Solutions611-20Insecticides:Insect Growth RegulatorsPivot 10 Insect Growth Regulator Concentrate - 110 mLEA6$41.42MT2750Control Solutions611-20Insecticides:LiquidsSynerPro PBO Insecticide Synergist - 1 qtEA6$43.11MT30466Control Solutions611-20Insecticides:Household:Ready To UseMartin's Viper RTU Insecticide - 1 galEA4$12.10MT31766Control Solutions611-20Livestock Supplies:Cattle SuppliesMartin's Permethrin 1% Synergized Pour-On - 1 galEA6$17.51MT31866 Control Solutions 611-20 Livestock Supplies:Cattle Supplies Martin's Permethrin 1% Pour-On - 1 gal EA 6 $20.89MT31968 Control Solutions 611-20 Livestock Supplies:Cattle Supplies Martin's Cyonara Plus Pour-On Topical Insecticide - 1 gal EA 4 $161.59MT31973 Control Solutions 611-20 Insecticides:Lawn and Garden:Concentrate Cyonara 9.7 Insecticide - 8 oz EA 12 $30.72MT31975 Control Solutions 611-20 Insecticides:Lawn and Garden:Concentrate Cyonara 9.7 Insecticide - 1 qt EA 6 $89.85MT31984 Control Solutions 611-20 Insecticides:Lawn and Garden:Concentrate Martin's Cyonara Lawn & Garden Insect Control Concentrate - 1qtEA 12 $13.77MT31985Control Solutions611-20Insecticides:Lawn and Garden:ConcentrateMartin's Cyonara Lawn & Garden RTS Mosquito & Insect Control - 1 qtEA12$14.73MT3251Control Solutions611-20Livestock Supplies:Cattle SuppliesVector-Ban Plus Misting Insecticide - 8 ozEA12$13.76MT3254Control Solutions611-20Livestock Supplies:Cattle SuppliesVector-Ban Plus Misting Insecticide - 0.5 galEA6$60.44MT3598Control Solutions611-20Insecticides:LiquidsTaurus SC Termiticide / Insecticide - 20 ozEA4$53.52MT3599B Control Solutions 611-20 Insecticides:Liquids Taurus SC Termiticide / Insecticide - 78 oz EA 4 $95.00MT4017 Control Solutions 611-20 Insecticides:Lawn and Garden:Other Martin's Viper Insect Dust - 4lb EA 12 $6.28MT4320 Control Solutions 611-20 Herbicides:Post Emergent:Glyphosate Martin's Eraser A/P Herbicide - 2.5 gal EA 2 $44.00MT4429 Control Solutions 611-20 Insecticides:Household:Concentrate Bifen I/T Insecticide / Termiticide - 4 oz EA 6 $14.37MT4430 Control Solutions 611-20 Insecticides:Household:Concentrate Bifen I/T Insecticide / Termiticide - 1 pt EA 12 $23.17 508 MT4431Control Solutions611-20Insecticides:Household:ConcentrateBifen I/T Insecticide / Termiticide - 1 qtEA12$36.26MT4432Control Solutions611-20Insecticides:LiquidsBifen I/T Insecticide / Termiticide - 0.75 galEA4$49.14MT4433 Control Solutions 611-20 Insecticides:Liquids Bifen I/T Insecticide / Termiticide - 30 gal EA 1 $1,407.81MT4435 Control Solutions 611-20 Insecticides:Household:Concentrate Bifen I/T Insecticide/Termiticide - 1 gal EA 4 $49.73MT4438 Control Solutions 611-20 Insecticides:Lawn and Garden:Granular Bifen L/P Insecticide Granules - 25 lb BG 1 $19.96MT4441 Control Solutions 611-20 Insecticides:Lawn and Garden:Concentrate Bifen XTS Insecticide / Termiticide - 1 qt EA 6 $39.74MT4443 Control Solutions 611-20 Insecticides:Lawn and Garden:Concentrate Bifen XTS Insecticide / Termiticide - 1 gal EA 4 $127.91MT4465 Control Solutions 611-20 Insecticides:Lawn and Garden:Concentrate Martin's Malathion 57% Organophosphate - 1 qt EA 12 $23.53MT4466Control Solutions611-20Insecticides:Lawn and Garden:ConcentrateMartin's Malathion 57% Organophosphate - 1 galEA4$67.62MT4491Control Solutions611-20Insecticides:Lawn and Garden:ConcentrateMartin's Permethrin 13.3% Multi-Purpose Insecticide - 8 ozEA12$8.71MT4493 Control Solutions 611-20 Insecticides:Lawn and Garden:ConcentrateMartin's Permethrin 13.3% Multi-Purpose Insecticide - 1 qtEA 12 $22.72MT4500 Control Solutions 611-20 Livestock Supplies:Cattle Supplies Martin's Permethrin 10% Multi-Purpose Insecticide - 8 ozEA 12 $7.83MT4501 Control Solutions 611-20 Livestock Supplies:Cattle Supplies Martin's Permethrin 10% Multi-Purpose Insecticide - 1 ptEA 12 $11.03MT4502 Control Solutions 611-20 Livestock Supplies:Cattle Supplies Martin's Permethrin 10% Multi-Purpose Insecticide - 1 qtEA 12 $17.45MT4503 Control Solutions 611-20 Livestock Supplies:Cattle Supplies Martin's Permethrin 10% Multi-Purpose Insecticide - 1 galEA 4 $63.49MT4504Control Solutions611-20Insecticides:Household:ConcentratePermethrin SFR Termiticide / Insecticide - 1 ptEA12$19.84MT4505Control Solutions611-20Insecticides:Household:ConcentratePermethrin SFR Termiticide / Insecticide - 1 qtEA6$32.12MT4506Control Solutions611-20Insecticides:LiquidsPermethrin SFR Termiticide / Insecticide - 1.25 galEA4$82.56MT4510Control Solutions611-20Livestock Supplies:Equine SuppliesMartin's Horse & Stable Multi-Use Spray - 1 qtEA12$7.24MT4515 Control Solutions, Inc. 611-20 Livestock Supplies:Cattle Supplies Fly-Ban Pour-On - .5 gal EA 6 $56.41MT4517 Control Solutions, Inc. 611-20 Livestock Supplies:Cattle Supplies Fly-Ban Pour-On - 1 gal EA 4 $100.07MT4553 Control Solutions 611-20 Livestock Supplies:Cattle Supplies Martin's Permethrin 1% Synergized Pour-On - 2.5 gal EA 2 $41.89MT4693 Control Solutions 611-20 Rodenticides:Gopher and Mole:Controls Martin's Gopher Bait 50 - 1 lb EA 12 $10.01MT4695 Control Solutions 611-20 Rodenticides:Gopher and Mole:Controls Martin's Gopher Bait 50 - 4 lb EA 8 $32.23 509 MT4697Control Solutions611-20Rodenticides:Gopher and Mole:Controls ExcludedMartin's Gopher Bait 50 - 45 lbDM1$178.48MT5004 Control Solutions 611-20 Insecticides:Household:Concentrate Martin's Viper Insecticide Concentrate - 1 oz EA 12 $6.07MT5005 Control Solutions 611-20 Insecticides:Household:Concentrate Martin's Viper Insecticide Concentrate - 4 oz EA 6 $14.98MT5007 Control Solutions 611-20 Insecticides:Household:Concentrate Martin's Viper Insecticide Concentrate - 1 pt EA 12 $33.59MT5009 Control Solutions 611-20 Insecticides:Liquids Stryker 5-25 Insecticide Concentrate - 64 oz EA 4 $104.88MT5201 Control Solutions 611-20 Insecticides:Household:Concentrate Martin's I.G. Regulator - 1 oz EA 12 $6.31MT5202 Control Solutions 611-20 Insecticides:Household:Concentrate Martin's I.G. Regulator - 4 oz EA 6 $15.56MT6001 Control Solutions 611-20 Herbicides:Post Emergent:Non selective LiquidMartin's Eraser Weed & Grass Killer Concentrate - 1 pt EA 12 $8.01MT6002Control Solutions611-20Herbicides:Post Emergent:Non selective LiquidMartin's Eraser Weed & Grass Killer Concentrate - 1 qtEA6$12.83MT6003Control Solutions611-20Herbicides:Post Emergent:Non selective LiquidMartin's Eraser Weed & Grass Killer Concentrate - 1 galEA4$28.87MT70001Control Solutions611-20Insecticides:AerosolsSpectre PS Insecticide Pressurized Aerosol - 15 ozEA12$10.50MT70003 Control Solutions 611-20 Insecticides:Aerosols Stryker 54 Aerosol Contact Insect Spray - 15 oz EA 12 $10.50MT82003596 Control Solutions, Inc. 611-20 Insecticides:Liquids Taurus SC NY Termiticide/Insecticide - 20 oz EA 4 $45.67MT82099999 Control Solutions 611-20 Insecticides:Liquids Fuse Termiticide / Insecticide - 137.5 oz EA 2 $315.00MT82100001 Control Solutions 611-20 Insecticides:Liquids Fuse Termiticide / Insecticide - 27.5 oz EA 4 $69.00MT82100005 Control Solutions 611-20 Insecticides:Insect Growth Regulators Tekko Pro Insect Growth Regulator Concentrate - 1 pt EA 6 $37.16MT82100099 Control Solutions 611-20 Insecticides:Liquids Stryker Insecticide Concentrate - 8 oz EA 12 $32.37MT82100100 Control Solutions 611-20 Insecticides:Liquids Stryker Insecticide Concentrate - 1 pt EA 6 $52.95MT8300 Control Solutions 611-20 Insecticides:Household:Concentrate Cyper TC Insecticide / Termiticide - 1 gal EA 4 $49.12MT90021 Control Solutions 611-20 Insecticides:Liquids CSI 4-4 Mosquito, Fly and Gnat Control - 2.5 gal EA 2 $72.80QP00002Control Solutions611-20Fungicide and Algaecide:WPQuali-Pro Strobe 50WG Broad Spectrum Fungicide - 1 lbEA6$184.00QP00003Control Solutions611-20Fungicide and Algaecide:WPQuali-Pro Strobe 50WG Broad Spectrum Fungicide - 6 lbEA2$919.67QP00016Control Solutions611-20Fungicide and Algaecide:LiquidQuali-Pro Strobe 2L Broad Spectrum Fungicide - 1 galEA2$471.53QP12910 Control Solutions 611-20 Herbicides:Post Emergent:Selective MiscellaneousQuali-Pro Negate 37WG Herbicide- 1.5 oz EA 6 $55.00QP13356 Control Solutions 611-20 Herbicides:Pre Emergent:Miscellaneous Quali-Pro Prodiamine 65 WDG Herbicide - 5 lb EA 6 $69.74QP13368 Control Solutions 611-20 Fungicide and Algaecide:Liquid Quali-Pro Propiconazole 14.3 Fungicide - 1 gal EA 2 $78.13QP13382 Control Solutions 611-20 Herbicides:Pre Emergent:Liquid Quali-Pro Oxadiazon SC Flowable Herbicide - 2.5 gal EA 2 $374.04 510 QP13385Control Solutions, Inc.611-20Fungicide and Algaecide:LiquidChlorothalonil 720 Fungicide - 2.5 galEA2$112.85QP13620Control Solutions, Inc.611-20Herbicides:Post Emergent:Selective LiquidQuali-Pro Quinclorac 75 DF - 1 lbEA6$43.59QP13852 Control Solutions 611-20 Fungicide and Algaecide:Liquid Quali-Pro Mefenoxam 2 AQ Fungicide - 1 gal EA 2 $463.19QP14003 Control Solutions 611-20 Fungicide and Algaecide:Liquid Quali-Pro Ipro 2 Fungicide - 2.5 gal EA 2 $178.19QP14005R Control Solutions 611-20 Insecticides:Granular Taurus Trio G Insecticide - 30 lb BG 1 $70.00QP14012 Control Solutions Inc. 611-20 Fungicide and Algaecide:Granular Strobe Pro G - 30 lb BG 1 $51.03QP14144 Control Solutions 611-20 Herbicides:Pre Emergent:Liquid Quali-Pro Prodiamine 4L Pre-emergent Herbicide - 2.5 galEA 2 $231.41QP14187R Control Solutions 611-20 Insecticides:Granular Quali-Pro Fipronil 0.0143G Broadcast Insecticide Granules - 30 lbBG 1 $53.62ZRMT10002Control Solutions, Inc.611-20Retail:IndividualItemSalesMartin's Surrender Fire Ant Killer Insecticide - 8 ozEA1$13.00ZRMT4466Control Solutions, Inc.611-20Retail:IndividualItemSalesMalathion 57% Concentrate - 1 galEA1$68.37ZZMT0305Control Solutions, Inc.611-20Insecticides:Household:OtherCyper WSP - 1 lb PailEA6$62.12ZZMT0319Control Solutions, Inc.611-20Insecticides:LiquidSpectre 2 SC Insecticide - 15 ozEA6$32.01ZZMT2502Control Solutions611-20Pet Supplies:RemediesFlee plus IGR Aer - 6.5 ozEA12$12.61ZZMT2685 Control Solutions, Inc. 611-20 Insecticides:Insect Growth Regulators Pivot IGR - 1 pt EA 6 $31.04ZZMT4511 Control Solutions 611-20 Livestock Supplies:Poultry Supplies Pen and Poultry Spy RTU - 1 qt EA 12 $8.55ZZMT4516 Control Solutions, Inc. 611-20 Pet Supplies:Remedies Fly Ban Pour-On - 2.5 gal EA 2 $238.75ZZMT82004610 Control Solutions, Inc. 611-20 Insecticides:Lawn and Garden:Concentrate Pystol Misting Concentrate - 2.5 gal EA 2 $137.71ZZMT82100104 Control Solutions, Inc. 611-20 Insecticides:Liquids Stryker Insecticide Concentrate - 1 gal EA 2 $366.28ZZMT82300320 Control Solutions 611-20 Insecticides:Liquids Taurus SC Termiticide/Insecticide - 2.5 gal EA 2 $380.00ZZMT90032 Control Solutions, Inc. 611-20 Insecticides:Liquids CSI 30-30 Mosquito, Fly & Gnat Control - 2.5 gal EA 2 $259.20ZZQP00005 Control Solutions 611-20 Herbicide:Post Emergent:Liquid Quali-Pro Rimsulfuron 25DF - 5 oz EA 6 $415.06ZZQP00012Control Solutions, Inc.611-20Herbicide:Post Emergent:LiquidQuali-Pro 2DQ Herbicide - 2.5 galEA2$109.62ZZQP13006Control Solutions, Inc.611-20Fungicide and Algaecide:LiquidQuali-Pro Myclobutanil 20EW T & O Fungicide - 1 galEA2$151.39ZZQP13374Control Solutions, Inc.611-20Fungicide and Algaecide:GranularFosetyl-AL 80 WDG - 5.5 lbEA4$104.29ZZQP13445Control Solutions, Inc.611-20Fungicide and Algaecide:WPQuali-Pro TM 4.5 Flowable Fungicide - 2.5 galEA2$157.67ZZQP13698Control Solutions, Inc.611-20Herbicides:Post Emergent:Glyphosate:SpecialQuali-Pro Glyphosate Plus Herbicide - 2.5 galCS2$92.80ZZQP13720 Control Solutions, Inc. 611-20 Adjuvants and Markers:Colorant and Marker Foursome Turf Pigment - 1 gal EA 4 $133.82ZZQP13817 Control Solutions, Inc. 611-20 Insecticides:Household:Concentrate Quali-Pro Bifenthrin I/T 7.9 F - 1 gal EA 4 $52.43 511 ZZQP13999Control Solutions, Inc.611-20Professional Grower:Plant Growth RegulatorsQuali-Pro T-Nex Plant Growth Regulator - 2.5 galEA2$340.85ZZQP14004 Control Solutions, Inc. 611-20 Insecticides:Water Soluble Acephate 90% Prills - 5 lb EA 6 $52.00ZZQP14007 Control Solutions 611-20 Fungicide and Algaecide:Liquid Quali-Pro Strobe Pro SC Fungicide - 1 gal EA 2 $309.38ZZQP14008 Control Solutions 611-20 Herbicides:Post Emergent:Selective Granular Quali-Pro SedgeMaster Herbicide WDG - 1.33 oz EA 4 $58.45ZZQP14081 Control Solutions, Inc. 611-20 Insecticides:Liquid Quali-Pro Abamectin 0.15 EC Miticide/Insecticide - 1 gal EA 4 $230.00ZZQP14148 Control Solutions, Inc. 611-20 Fungicide and Algaecide:Liquid Tebuconazole 3.6F - 1 gal EA 4 $80.90ZZQP14297 Control Solutions, Inc. 611-20 Insecticides:Liquid Imidacloprid 75 WSB - 88 x 1.6 oz EA 1 $478.24ZZQP14299Control Solutions611-20Insecticides:GranularQuali-Pro Imidacloprid 0.5G - 30 lbBG1$26.18ZZQP8013788Control Solutions, Inc.611-20Insecticides:Household:ConcentrateQuali-Pro Bifenthrin Golf & Nursery 7.9F - 1 galEA4$56.44ZZQP80147Control Solutions, Inc.611-20Fungicide and Algaecide:LiquidEnclave Flowable Fungicide - 2.5 galEA2$265.76ZZQP83000011Control Solutions, Inc.611-20Herbicide:Post Emergent:LiquidQuinclorac 1.5 L - .5 galEA4$58.65ZZQP83013365Control Solutions, Inc.611-20Fungicide and Algaecide:LiquidPropiconazole 14.3 - 1 qtEA4$35.07ZZQP83013373 Control Solutions, Inc. 611-20 Fungicide and Algaecide:Liquid Propiconazole 14.3 - 2.5 gal EA 2 $187.15ZZQP83013883 Quali-Pro 611-20 Herbicides:Pre Emergent:Granular Fahrenheit WSG Herbicide - 6 oz EA 6 $30.16ZZQP83080133 Control Solutions, Inc. 611-20 Insecticides:Liquid Imidacloprid T&O 2F - 1 gal EA 4 $63.45FTF102020 American Plant Food Corp. 611-20 Fertilizers:Fairway Grade:Granular 10-20-20 Professional Fertilizer - 50 lb BG 1 $15.07RI182412 American Plant Food Corp. 611-20 Fertilizer:Garden:Granular 18-24-12 Fertilize wtih 3% Sulfur - 50 lb BG 1 $15.78RI22 Bumper Crop 611-20 Fertilizer:Garden:Granular Super Phosphate 0-18-0 Fertilizer - 50 lb BG 1 $12.39RI74 American Plant Food Corp. 611-20 Fertilizer:Garden:Granular 15-15-15 Fertilizer with 9% Sulfur - 50 lb BG 1 $29.13RI79X American Plant Food Corp. 611-20 Fertilizer:Garden:Granular K-8 Lawn Plant Food 15-5-10 - 40 lb BG 1 $12.16RI88X Bumper Crop 611-20 Fertilizer:Garden:Granular Nitrogen 33-0-0 Fertilizer - 50 lb BG 1 $13.75RI890American Plant Food Corp.611-20Fertilizer:Lawn:GranularN-Rich Ammonium Sulfate 21-0-0 - 50 lbBG1$12.00RI890BAmerican Plant Food Corp.611-20Fertilizers:Fairway Grade:GranularN-Rich Ammonium Sulfate 21-0-0 - 2000 lbBG1$450.00RI891American Plant Food Corp.611-20Fertilizers:Greens Grade:GranularS-Sul Sprayable Ammonium Sulfate 21-0-0 Herbicide Adjuvant - 51 lbBG1$14.43RI892American Plant Food Corp.611-20Fertilizers:Greens Grade:GranularSoluGreen Ammonium Sulfate 21-0-0 Greens Grade - 50 lbBG1$13.43RI915 American Plant Food Corp. 611-20 Fertilizers:General Turf21-7-14 Professional Fertilizer with 25% SCU, 3% Iron, & Trace Elements - 50 lbBG 1 $18.86RI97 American Plant Food Corp. 611-20 Fertilizer:Garden:Granular 11-17-7 Belgium Garden Formula - 50 lb BG 1 $6.11ZZFTF10020 American Plant Food Corp 611-20 Fertilizers:Fairway Grade:Granular 10-0-20 30%SCU 2000# BG 1 $621.43 512 ZZFTF1608American Plant Food611-20Fertilizers:General Turf16-0-8 Fertilizer with 50%SCU, 9%S, 2%Fe, 1%Mn - 50 lbBG40$18.98ZZFTF1648AS American Plant Food Corp 611-20 Fertilizers:Fairway Grade:Granular 16-4-8 AMMON SULF 5%FE 40/50# BG 40 $14.64ZZFTF1648ASB American Plant Food Corp 611-20 Fertilizers:Fairway Grade:Granular 16-4-8 AMMON SULF 5%FE 2000# BG 1 $564.29ZZFTF18012 American Plant Food Corp 611-20 Fertilizers:General Turf 18-0-12 40/50# BG 40 $14.01ZZFTF18918SCU American Plant Food 611-20 Fertilizers:Fairway Grade:Granular 18-9-18 Fertilizer with 50% XCU, 5% Fe - 50 lb BG 40 $19.90ZZFTF18918SCUB American Plant Food 611-20 Fertilizers:Fairway Grade:Granular 18-9-18 Fertilizer with 50% XCU, 5% Fe - 2000 lb BG 1 $795.71ZZFTF19019 American Plant Food Corp 611-20 Fertilizers:Fairway Grade:Granular 19-0-19 40/50# BG 40 $18.57ZZFTF20010 American Plant Food Corp 611-20 Fertilizer:Garden:Granular 20-0-10 40/50# BG 40 $16.76ZZFTF20010SCU American Plant Food Corp 611-20 Fertilizers:General Turf 20-0-10 W/ 50%SCU 2000# BG 1 $675.91ZZFTF20020SAmerican Plant Food Corp611-20Fertilizers:General Turf20-0-20 W/ 50% XCU 40/50#BG40$24.27ZZFTF2171450XCUAmerican Plant Food Corp611-20Fertilizers:Fairway Grade:Granular21-7-14 50%XCU 40/50#BG40$24.00ZZFTF24010American Plant Food Corp611-20Fertilizers:General Turf24-0-10 25SCU 3FE TRC 40/50#BG40$17.77ZZFTF24612SBAmerican Plant Food Corp611-20Fertilizers:Fairway Grade:Granular24-6-12 W/ 50SCU/2FE 2000#BG1$933.57ZZFTF28310BAmerican Plant Food Corp611-20Fertilizers:Fairway Grade:Granular28-3-10 50%XCU 5%FE 2000#BG1$857.14ZZFTF28310B1 American Plant Food Corp 611-20 Fertilizers:Fairway Grade:Granular 28-3-10 50%XCU 5%FE 1000# BG 1 $405.00ZZFTF28310XCU American Plant Food Corp 611-20 Fertilizers:Fairway Grade:Granular 28-3-10 50%XCU 4.5%FE 40/50# BG 40 $26.04ZZFTF30010 American Plant Food 611-20 Fertilizers:Fairway Grade:Granular Fertilizer 30-0-10 with 25% XCU - 50 lb BG 40 $18.64ZZFTF31515 American Plant Food Corp 611-20 Fertilizers:Fairway Grade:Granular 31-5-15 40/50# BG 40 $15.19ZZFTF35010 American Plant Food 611-20 Fertilizers:General Turf 35-0-10 Fertilizer with 10%SCU - 50 lb BG 40 $19.16ZZFTF822V50 American Plant Food 611-20 Fertilizer:Garden:Granular 8-2-2 Fertilizer with 20% Iron and 9% Sulphur - 50 lb BG 1 $15.75ZZFTG0020B1 American Plant Food 611-20 Fertilizers:Greens Grade:Granular 0-0-22 K-MAG - 1000 lb BG 1 $518.45ZZFT16382FE American Plant Food Corp 611-20 Fertilizers:General Turf 16-3-8 2% FE 40/50# BG 40 $14.85ZZRI131313SCU American Plant Food Corp 611-20 Fertilizers:General Turf 13-13-13 50%SCU 40/50# BG 40 $18.07ZZRI151515SCUAmerican Plant Food Corp611-20Fertilizers:General Turf15-15-15 W/ 50%SCU 40/50#BG40$19.59ZZRI166124FEAmerican Plant Food611-20Fertilizer:Garden:Granular16-6-12 Fertilizer with 4%FE - 50 lbBG40$14.04ZZRI191919B1American Plant Food Corp611-20Fertilizers:Fairway Grade:Granular19-19-19 1000#BG1$310.00ZZRI201010American Plant Food Corp611-20Fertilizer:Garden:Granular20-10-10 40/50#BG40$18.18ZZRI30BKAmerican Plant Food Corp611-20Fertilizer:Garden:Granular0-0-22 SUL PO MAG 2000#BG1$690.91ZZRI330020SCU American Plant Food 611-20 Fertilizers:General Turf 33-0-0 20% SCU - 40/50 lb BG 40 $14.42ZZRI890B1 American Plant Food Corp 611-20 Fertilizers:Fairway Grade:Granular 21-0-0 AS 1000# BG 1 $225.00SC00121 Sanco Industries 611-20 Adjuvants and Markers:Colorant and Marker Lazer Spray Pattern Indicator Green - 1 gal EA 4 $29.33 513 SC00123Sanco Industries611-20Adjuvants and Markers:Colorant and MarkerLazer Spray Pattern Indicator Green - 1 qtEA12$15.45SC00125 Sanco Industries 611-20 Adjuvants:Herbicides Lazer Spray Pattern Indicator Blue - 8 oz EA 6 $5.26SC00131 Sanco Industries 611-20 Pond Management:Weed and Algae Control Crystal Blue Royal Blue Throw Packs EA 8 $7.88SC00137 Sanco Industries 611-20 Pond Management:Weed and Algae Control Tsunami DQ Pond Herbicide - 1 qt EA 4 $40.72SC00666 Sanco Industries 611-20 Herbicides:Septic Root Destroyer - 2 lb EA 6 $9.66SC02007 Sanco Industries 611-20 Adjuvant:Tank Cleaner Blazer Spray Tank Cleaner - 16 oz EA 6 $4.72SC07077 Sanco Industries 611-20 Pond Management:Weed and Algae Control Stock Plex Stock Tank Algae Control - 1 qt EA 6 $8.11SC111Sanco Industries611-20Pond Management:Weed and Algae ControlCrystal Blue Blue Pond Dye - 1 galEA4$29.09SC112Sanco Industries611-20Pond Management:Weed and Algae ControlOcean Blue Turquoise Pond Dye - 1 galEA4$28.36SC114 Sanco Industries 611-20 Pond Management:Weed and Algae Control Crystal Blue Natural Pond Cleaner - 1 gal EA 4 $32.19SC11701 Sanco Industries 611-20 Herbicides:Septic Septi-Cleaner - 1 qt EA 6 $4.86SC12800 Sanco Industries 611-20 Pond Management:Weed and Algae Control Catt Plex Pond Herbicide - 1 qt EA 4 $22.00SC13800 Sanco Industries 611-20 Pond Management:Weed and Algae Control Plex Mate Aquatic Surfactant - 1 qt EA 4 $11.31SC13801 Sanco Industries 611-20 Pond Management:Weed and Algae Control Plex Mate Aquatic Surfactant - 8 oz EA 6 $5.55SC222Sanco Industries611-20Pond Management:Weed and Algae ControlCrystal Blue Copper Sulfate - 15 lbEA1$52.76SC311Sanco Industries611-20Pond Management:Weed and Algae ControlBlack Out Black Pond Dye - 1 galEA4$35.46SC333Sanco Industries611-20Pond Management:Weed and Algae ControlCrystal Blue Copper Sulfate - 5 lbEA8$17.58SC444 Sanco Industries 611-20 Pond Management:Weed and Algae Control Crystal Plex Pond Algaecide - 1 gal EA 4 $29.09SC88004 Sanco Industries 611-20 Pond Management:Weed and Algae Control Mosquito Denial - 1 gal EA 4 $29.10 514 ZRSC07077Sanco Industries, Inc.611-20Retail:IndividualItemSalesStock Plex Stock Tank Algae Control - 1 qtEA1$8.16ZZSC00000Sanco Industries, Inc.611-20Pond Management:Weed and Algae ControlMINI BLUE POND DI PK26DI1$645.72ZZSC00113 Sanco Industries, Inc. 611-20 Pond Management:Weed and Algae Control Pond Booster - Royal Blue Pond Dye & Pond Bacteria Combination - 1 galEA 4 $44.68ZZSC00117 Sanco Industries, Inc. 611-20 Pond Management:Weed and Algae Control Lazer Blue Spray Pattern Indicator - 1 qt EA 12 $15.34ZZSC00118 Sanco Industries, Inc. 611-20 Pond Management:Weed and Algae Control Lazer Blue Spray Pattern Indicator - 1 gal EA 4 $29.11ZZSC00128 Sanco Industries, Inc. 611-20 Adjuvant:Spray Indicators Lazer Spray Pattern Indicator Red - 1 pt EA 6 $10.40ZZSC00135Sanco Industries, Inc.611-20Pond Management:Weed and Algae ControlCrystal Blue Black Throw PacksEA8$7.88ZZSC00139Sanco Industries, Inc.611-20Pond Management:Weed and Algae ControlTsunami DQ Pond Herbicide - 1 galEA4$115.59ZZSC00221Sanco Industries, Inc.611-20Pond Management:Weed and Algae ControlMuck Doctor Pond & Lake Muck Remover (10 Spikes)EA2$68.06ZZSC00555 Sanco Industries, Inc. 611-20 Pond Management:Weed and Algae Control Crystal Blue Copper Sulfate - 50 lb BG 1 $104.38ZZSC00777 Sanco Industries, Inc. 611-20 Pond Management:Weed and Algae Control Koi-Worx Blue Pond Dye - 1 qt EA 6 $14.55ZZSC00778 Sanco 611-20 Water Gardening:Remedies Koi-Worx Defoamer - 1 qt EA 1 $14.66ZZSC00780 Sanco 611-20 Water Gardening:Remedies Koi-Worx Muck Reducer Tablets - 15 oz EA 1 $17.19ZZSC00888 Sanco Industries, Inc. 611-20 Pond Management:Weed and Algae Control Koi-Worx Pond Cleaner - 1 qt EA 6 $14.55ZZSC01115Sanco611-20Pond Management:Weed and Algae ControlCrystal Blue Ultra Concentrate Colorant - 30 galDM1$2,212.55ZZSC02009Sanco Industries, Inc.611-20Adjuvant:Tank CleanerBlazer Spray Tank Cleaner - 8 ozEA6$3.35ZZSC02025Sanco Industries, Inc.611-20Landscape Supplies:DecorativePatch Worx Lawn Repair Concentrate (Green Lawn Dye) - 1 qtEA6$15.40ZZSC02054 Sanco 611-20 Water Gardening:Remedies Koi-Worx Water Clear - Natural Water Clarifier - 1 qt EA 1 $14.65ZZSC02072 Sanco 611-20 Insecticides:Natural Orange Oil (D-Limonene) All Purpose Cleaner - 1 qt EA 1 $23.14ZZSC02073 Sanco 611-20 Insecticides:Natural Orange Oil (D-Limonene) All Purpose Cleaner - 16 oz EA 1 $12.86ZZSC07078 Sanco Industries, Inc. 611-20 Pond Management:Weed and Algae Control Stock Plex Natural Stock Tank Care Tablets EA 6 $17.07 515 ZZSC1111Sanco Industries, Inc.611-20Pond Management:Weed and Algae ControlCRYSTAL BLUE LAKE/POND 30GLDM1$708.79ZZSC11118 Sanco Industries, Inc. 611-20 Pond Management:Weed and Algae Control CRYSTAL BLUE POND DI PK/34 DI 1 $708.79ZZSC60009 Sanco Industries, Inc. 611-20 Landscape Supplies:DecorativeMulch Worx Black Mulch Color Concentrate (Dye Spray) - 1 qtEA 6 $13.99ZZSC60010 Sanco Industries, Inc. 611-20 Landscape Supplies:Decorative Mulch Worx Brown Mulch Color Concentrate (Dye Spray) - 1 qtEA 6 $13.99ZZSC60011 Sanco Industries, Inc. 611-20 Landscape Supplies:DecorativeMulch Worx Red Mulch Color Concentrate (Dye Spray) - 1 qtEA 6 $14.71ZZSC60013Sanco Industries, Inc.611-20Landscape Supplies:DecorativeMULCH WORX COMBO PK6EA6$14.23ZZSC88002Sanco Industries, Inc.611-20Pond Management:Weed and Algae ControlBirdbath & Fountain Maintenance - 8 ozEA12$6.00ZZSC88003Sanco Industries, Inc.611-20Pond Management:Weed and Algae ControlFountain Clarifier Algae Control - 8 ozEA12$6.00ZZSC88005 Sanco Industries, Inc. 611-20 Pond Management:Weed and Algae Control Mosquito Denial - 1 qt EA 4 $9.91ZZSC88006 Sanco Industries, Inc. 611-20 Pond Management:Weed and Algae Control Pond Glass Surface Cleaner - 1 gal EA 4 $29.10ZZSC88008 Sanco 611-20 Herbicides:Natural 30% Vinegar - 1 gal EA 1 $17.08ZZSC88010 Sanco 611-20 Herbicides:Natural 30% Vinegar - 1 qt EA 1 $7.88ZZSC88887 Sanco Industries, Inc. 611-20 Pond Management:Weed and Algae Control MINI CORE 4 DISPLAY PK/20 DI 1 $488.12ZZSC90058 Sanco Industries 611-20 Pond Management:Weed and Algae Control Crystal Blue Weed Cutter EA 1 $84.85FTFB24612ABumper Crop611-20Fertilizers:Fairway Grade:Granular24-6-12 Fertilizer with 2% Iron and 50% Sulfur Coated Urea - 50 lbBG1$23.69RI16Bumper Crop611-20Fertilizer:Garden:GranularPotash 0-0-60 Fertilizer - 50 lbBG1$15.08RI19Bumper Crop611-20Fertilizer:Garden:GranularGeneral Purpose 19-19-19 Fertilizer - 50 lbBG1$16.15RI25 Bumper Crop 611-20 Fertilizer:Garden:Granular Super Triple Phosphate 0-46-0 Fertilizer - 50 lb BG 1 $16.36RI5 Bumper Crop 611-20 Fertilizer:Garden:Granular General Purpose 0-20-20 Fertilizer - 50 lb BG 1 $19.56RI55 Bumper Crop 611-20 Fertilizer:Garden:Granular General Purpose 10-20-10 Fertilizer - 50 lb BG 1 $14.50RI700 Bumper Crop 611-20 Fertilizer:Garden:Granular General Purpose 13-13-13 Fertilizer - 50 lb BG 1 $14.04RI790 Bumper Crop 611-20 Fertilizer:Garden:Granular General Purpose 15-5-10 Fertilizer - 50 lb BG 1 $13.02 516 RI795Bumper Crop611-20Fertilizers:Fairway Grade:Granular15-5-10 with 2% FE Pro Use - 50 lbBG1$12.26RI82Bumper Crop611-20Fertilizer:Garden:GranularGeneral Purpose Lawn Fertilizer 16-8-8 - 50 lbBG1$13.24RI845 Bumper Crop 611-20 Fertilizer:Garden:Granular General Purpose 16-20-0 Fertilizer - 50 lb BG 1 $14.11RI87 Bumper Crop 611-20 Fertilizer:Garden:Granular DAP General Purpose 18-46-0 Fertilizer - 50 lb BG 1 $17.27RI900 Bumper Crop 611-20 Fertilizer:Garden:Granular General Purpose 12-24-12 Fertilizer - 50 lb BG 1 $20.13ZZFTF2033 Bumper Crop Ag Services 611-20 Fertilizers:General Turf 20-3-3 Fertilizer 2000# BG 1 $554.74ZZRI16612 Bumper Crop Ag Services 611-20 Fertilizer:Garden:Granular FERT 16-6-12 W/ 1%FE 40/50# BG 40 $17.71ZZRI1688FE Bumper Crop Ag Services 611-20 Fertilizer:Garden:Granular 16-8-8 FE3% 40/50# BG 40 $16.84ZZRI19810 Bumper Crop Ag Services 611-20 Fertilizer:Garden:Granular FERT 19-8-10 W/MICRO 40/50# BG 40 $17.67ZZRI201010S Bumper Crop Ag Services 611-20 Fertilizers:General Turf 20-10-10 W/ 50%SCU 40/50# BG 40 $19.31EL128101Gowan611-20Herbicide:Post Emergent:LiquidScythe Herbicide - 2.5 galEA2$164.67GW30663RGowan611-20Insecticides:Water SolubleMesurol 75-WP - 2 lbEA4$235.23GW35720Gowan611-20Herbicides:Post Emergent:Selective MiscellaneousSedgeHammer Herbicide - 1.33 ozEA10$58.40GW51516Gowan611-20Herbicides:Post Emergent:Selective MiscellaneousSedgeHammer Plus Herbicide - 13.5 gEA12$8.03GW54293 Gowan 611-20 Insecticides:Liquid Magus SC Miticide - 1 qt EA 6 $146.28GW62402 Gowan 611-20 Insecticides:Liquid Captiva Insecticide - 1 qt EA 1 $68.67GW65700 Gowan 611-20 Insecticides:Liquid Captiva Prime - 1 qt EA 6 $66.49GW76279 Gowan 611-20 Insecticides:Liquid Sanmite SC Miticide/Insecticide - 1 qt EA 6 $431.29SF1202 Gowan 611-20 Insecticides:Liquid M-Pede - 2.5 gal EA 2 $101.01ZZGW60903 Gowan Co. 611-20 Fungicide and Algaecide:Liquid BADGE SC 6 CS MIN 2/2.5 GL EA 2 $118.68ZZGW60906 Gowan Co. 611-20 Fungicide and Algaecide:WDG BADGE X2 4/10 LB EA 4 $63.94CRAG4930 Corona 611-20 Tools:Pruners and Loppers Long Straight Snip Tempered Steel - 1-3/4" EA 12 $7.62CRAG4930SSCorona611-20Tools:Pruners and LoppersLong Straight Snip Stainless Steel - 1-3/4"EA12$8.57CRAH6970Corona611-20Tools:Pruners and LoppersForged Hedge Shear - 10.5"EA6$50.00CRAL6512Corona611-20Tools:Pruners and LoppersForged High-Torque Bypass Lopper - 26"EA6$76.03CRBM62060Corona611-20Tools:Specialty ToolsPush Broom - 24"EA1$48.10CRBP3130Corona611-20Tools:Pruners and LoppersForged Classic Cut Bypass Pruner - 7"EA6$19.68CRBP3160 Corona 611-20 Tools:Pruners and Loppers Bypass Pruner - 8" EA 6 $20.56CRBP3180 Corona 611-20 Tools:Pruners and Loppers Forged Classic Cut Bypass Pruner - 9" EA 6 $24.13CRBP6250 Corona 611-20 Tools:Pruners and Loppers Forged Aluminum Bypass Pruner - 1" EA 6 $33.97CRCT3010I Corona 611-20 Tools:Hand Tools Garden Trowel EA 6 $5.81CRCT3020I Corona 611-20 Tools:Hand Tools Garden Transplanter EA 6 $5.81 517 CRCT3030ICorona611-20Tools:Hand ToolsGarden CultivatorEA6$5.81CRCT3710Corona611-20Tools:Hand ToolseGrip TrowelEA6$7.29CRCT3720 Corona 611-20 Tools:Hand Tools eGrip Transplanter EA 6 $7.29CRCT3730 Corona 611-20 Tools:Hand Tools eGrip Cultivator EA 6 $7.29CRCT3750 Corona 611-20 Tools:Hand Tools eGrip Weeder EA 6 $7.29CRCV20004 Corona 611-20 Tools:Long Handle Tools Cultivator - 4 Prongs EA 1 $16.75CRFK70010 Corona 611-20 Tools:Long Handle Tools Digging Fork - 4 Tines EA 1 $49.76CRFL3470 Corona 611-20 Tools:Pruners and Loppers Easy Cut Extendable Bypass Lopper - 21" to 33" EA 1 $33.73CRFS4000 Corona 611-20 Tools:Pruners and Loppers Floral Scissors EA 6 $8.37CRFS4350 Corona 611-20 Tools:Pruners and Loppers Forged Thinning Shears - 8" EA 6 $19.68CRGS6750Corona611-20Tools:Pruners and LoppersForged Classic Cut Grass Shears - 12"EA6$24.13CRGT3050Corona611-20Tools:Hand ToolsExtendaHANDLE RakeEA6$9.44CRGT3060Corona611-20Tools:Hand ToolsExtendaHANDLE HoeEA6$9.44CRGT3080Corona611-20Tools:Hand ToolsExtendaHANDLE TrowelEA6$9.44CRGT3234Corona611-20Tools:Long Handle ToolsExtended Reach ComfortGEL 4-Tine RakeEA1$13.22CRGT3244 Corona 611-20 Tools:Long Handle Tools Extended Reach ComfortGEL Hoe/Cultivator EA 1 $13.17CRLG3624 Corona 611-20 Tools:Specialty Tools Corona SoilRIPPER EA 1 $35.84CRLG3634 Corona 611-20 Tools:Specialty Tools Corona DiscCULTIVATOR EA 1 $33.90CRLG3654 Corona 611-20 Tools:Specialty Tools WeedSLAYER EA 1 $27.60CRLG3684 Corona 611-20 Tools:Long Handle Tools EdgeMASTER EA 1 $33.90CRLG3694 Corona 611-20 Tools:Long Handle Tools QuickCOLLECTOR EA 1 $39.40CRLG3710 Corona 611-20 Tools:Specialty Tools RootIRRIGATOR EA 1 $24.56CRLG3720 Corona 611-20 Tools:Specialty Tools SodPLUGGER EA 1 $23.44CRPD20000 Corona 611-20 Tools:Long Handle Tools Atlas Pattern Post Hole Digger EA 1 $28.19CRRK10000Corona611-20Tools:Long Handle ToolsBow Head Rake Light DutyEA1$11.90CRRK20022Corona611-20Tools:Long Handle ToolsBow Head Rake - 16"EA1$21.35CRRK24003Corona611-20Tools:Long Handle ToolsSpring Brace Rake - 24"EA1$14.37CRRK61062Corona611-20Tools:Long Handle ToolsAluminum Landscape Rake - 36"EA1$59.84CRRK62000Corona611-20Tools:Long Handle ToolsFixed Tine Shrub Rake - 8"EA1$9.37CRRS7245 Corona 611-20 Tools:Saws RazorTOOTH Folding Saw - 7" EA 6 $19.68CRSF80000 Corona 611-20 Tools:Long Handle Tools #2 Caprock Shovel Forged EA 1 $90.22CRSH10000 Corona 611-20 Tools:Long Handle Tools Garden Hoe Light Duty - 6.25" Long Handle EA 1 $11.30CRSH20000 Corona 611-20 Tools:Long Handle Tools Garden Hoe EA 1 $17.14CRSS10000 Corona 611-20 Tools:Long Handle Tools #2 Round Point Shovel Light-Duty EA 1 $11.44 518 CRSS11000Corona611-20Tools:Long Handle Tools#2 Square Point Shovel Light DutyEA1$11.44CRSS26020Corona611-20Tools:Long Handle Tools#2 Round Point Shovel - 48" Fiberglass HandleEA1$17.79CRSS26030 Corona 611-20 Tools:Long Handle Tools #2 Round Point Shovel EA 1 $26.75CRSS27020 Corona 611-20 Tools:Long Handle Tools #2 Square Point Shovel - 48" Fiberglass Handle EA 1 $17.79CRSS27030 Corona 611-20 Tools:Long Handle Tools SHOVEL DHSP FIBERGLASS EA EA 1 $26.75CRSS28000 Corona 611-20 Tools:Long Handle Tools Drain Spade - 48" Long Ash Handle EA 1 $22.10CRSS28010 Corona 611-20 Tools:Long Handle Tools Drain Spade - 30" Ash Wood Handle with D Grip EA 1 $25.67CRSS64104 Corona 611-20 Tools:Long Handle Tools Trench Shovel General Purpose - 4" EA 1 $22.17CRSS65000 Corona 611-20 Tools:Long Handle Tools #2 Round Point Shovel EA 1 $29.95CRSS66000 Corona 611-20 Tools:Long Handle Tools #2 Square Point Shovel EA 1 $29.95CRTP3206Corona Clipper Inc611-20Tools:Pruners and LoppersPRUNER LR ROPELESS EAEA1$45.08CRTP3841Corona611-20Tools:SawsDual Compound Action Tree Pruner - 6' to 12'EA1$58.32ZZCRAC4510Corona Clipper Inc611-20Tools:Specialty ToolsUNIVERSAL TOOL POUCH 5 IN PK6EA6$9.06ZZCRAC7220Corona Clipper Inc611-20Tools:HandlesSCABBARD LEATHER PK6EA6$10.95ZZCRAC7265Corona611-20Tools:SawsRazorTOOTH Saw Blade - RS7265EA6$15.95ZZCRAG4910 Corona 611-20 Tools:Pruners and Loppers Short Straight Snips - Tempered Steel, 1 Inch EA 12 $7.22ZZCRAG4910SS Corona 611-20 Tools:Pruners and Loppers Short Straight Snips Stainless Steel - 1 in EA 12 $8.10ZZCRAG5030 Corona Clipper Inc 611-20 Tools:Pruners and Loppers SHEARS GRAPE PK6 EA 6 $21.03ZZCRAL4110 Corona 611-20 Tools:Pruners and Loppers EasyCUT Bypass Lopper - 28" EA 6 $21.40ZZCRAL8360 Corona Clipper Inc 611-20 Tools:Pruners and Loppers LOPPER 20" BYPASS CLASSIC PK6 EA 6 $40.65ZZCRAL8462 Corona Clipper Inc 611-20 Tools:Pruners and Loppers HIGH-PERF ORCH LPPR 32" PK6 EA 6 $59.84ZZCRAS90010 Corona Clipper Inc 611-20 Tools:Long Handle Tools SPADE DH STEEL 12" PK2 EA 2 $73.14ZZCRAS90030 Corona 611-20 Tools:Long Handle Tools All-Steel Nursery Spade - 12" Straight Blade EA 2 $95.84ZZCRAS90110 Corona Clipper Inc 611-20 Tools:Long Handle Tools DHRP SPADE STEEL PK2 EA 2 $76.89ZZCRAS90210Corona611-20Tools:Long Handle ToolsAll-Steel Nursery Spade D-Grip - 12" Diamond BladeEA2$73.14ZZCRAS90230Corona Clipper Inc611-20Tools:Long Handle ToolsSTEEL SPADE 12" DMOND PK2EA2$95.84ZZCRAS90300Corona Clipper Inc611-20Tools:Long Handle ToolsSHVL LHRP STEEL PK2EA2$99.33ZZCRAS90310Corona Clipper Inc611-20Landscape Supplies:Tools:Long Handle ToolsSHOVEL CAPROCK PK/2EA2$97.40ZZCRAX70020 Corona Clipper Inc 611-20 Tools:Striking Tools AX SINGLE BIT MICHIGAN PK4 EA 4 $44.44ZZCRBM61002 Corona Clipper Inc 611-20 Tools:Long Handle Tools PUSH BROOM 2 BRISTLES EA EA 1 $46.19ZZCRBP3225 Corona Clipper Inc 611-20 Tools:Pruners and Loppers PRUNER TWO HANDED PK6 EA 6 $25.00ZZCRBP3640 Corona Clipper Inc 611-20 Tools:Pruners and Loppers PRUNER BYPASS ERGO ACTION PK6 EA 6 $16.11ZZCRBP3670 Corona Clipper Inc 611-20 Tools:Pruners and Loppers PRUNER 1" BYPASS LND PK6 EA 6 $26.11 519 ZZCRBP4250Corona Clipper Inc611-20Tools:Pruners and LoppersFRGD ALUM BYPASS PRUNE 1" PK6EA6$23.25ZZCRBP4314DCorona Clipper Inc611-20Tools:Pruners and LoppersPRUNER BYPASS DUALLINK CG PK6EA6$17.86ZZCRBP6360 Corona Clipper Inc 611-20 Tools:Pruners and Loppers PRUNER BYPASS ALUM 1" PK6 EA 6 $38.17ZZCRBP7100D Corona Clipper Inc 611-20 Tools:Pruners and Loppers PRUNER BRANCH/STEM 1" PK6 EA 6 $26.03ZZCRCT3050I Corona Clipper Inc 611-20 Tools:Specialty Tools WEEDER GARDEN PK6 EA 6 $5.81ZZCRCT3214 Corona 611-20 Tools:Pruners and Loppers ComfortGEL Trowel EA 8 $8.57ZZCRCT3224 Corona Clipper Inc 611-20 Tools:Hand Tools TRANSPLANTER CG SS PK8 EA 8 $8.57ZZCRCT3234 Corona 611-20 Tools:Hand Tools ComfortGEL Cultivator EA 8 $8.57ZZCRCT3244 Corona Clipper Inc 611-20 Tools:Hand Tools HOE/CULTIVATOR CG SS PK8 EA 8 $8.57ZZCRCT3254 Corona Clipper Inc 611-20 Tools:Hand Tools WEEDER CG SS PK8 EA 8 $8.57ZZCRCT3264Corona Clipper Inc611-20Tools:Long Handle ToolsSCOOP CG SS PK6EA6$10.32ZZCRCT3740Corona Clipper Inc611-20Tools:Hand ToolsHOE/CULT ERGO ALUM PK6EA6$7.29ZZCRFK44010Corona611-20Tools:Long Handle ToolsEnsilage Fork - 10 Tine - D-GripEA3$58.65ZZCRFK71005Corona Clipper Inc611-20Tools:Long Handle ToolsFORK HAY 5 TINE PK6EA6$54.29ZZCRFK72005Corona Clipper Inc611-20Tools:Long Handle ToolsFORK MANURE 5 TINE PK6EA6$54.29ZZCRFK72065 Corona Clipper Inc 611-20 Tools:Specialty Tools FORK MANURE 5 TINE PK6 EA 6 $55.05ZZCRFK74000 Corona 611-20 Tools:Long Handle Tools Ensilage Fork - 10 Tine EA 3 $123.73ZZCRFL3460 Corona Clipper Inc 611-20 Tools:Pruners and Loppers EASY CUT BYPASS LPPR 32" PK6 EA 6 $31.70ZZCRFS3214D Corona Clipper Inc 611-20 Tools:Pruners and Loppers MICRO SNIP CG PK6 EA 6 $10.71ZZCRFS4130 Corona Clipper Inc 611-20 Tools:Pruners and Loppers SCISSORS HYDROPONIC PK12 EA 12 $10.16ZZCRGS3750D Corona 611-20 Tools:Pruners and Loppers Swivel Grass Shears EA 6 $15.05ZZCRGT3040 Corona 611-20 Tools:Hand Tools ExtendaHANDLE Weeder EA 6 $9.44ZZCRGT3070 Corona Clipper Inc 611-20 Tools:Long Handle Tools CULTIVATOR EXTENDAHANDLE PK6 EA 6 $9.44ZZCRGT3090 Corona Clipper Inc 611-20 Tools:Long Handle Tools HOE EXTENDAHANDLE PK6 EA 6 $9.44ZZCRGT3254Corona611-20Tools:Hand ToolsExtended Reach 2-Prong Weeder with ComfortGEL? GripEA4$12.62ZZCRHS3244Corona Clipper Inc611-20Tools:Pruners and LoppersHEDGE SHEAR CG PK6EA6$23.75ZZCRHS3950Corona Clipper Inc611-20Tools:Pruners and LoppersEXT HEDGE SHEAR 10" PK6EA6$34.84ZZCRHS4344Corona611-20Tools:Pruners and LoppersExtendable DualLINK Hedge ShearsEA6$37.54ZZCRHS7140 Corona Clipper Inc 611-20 Tools:Pruners and Loppers HEDGE SHEARS DUALCUT 10" PK6 EA 6 $42.94ZZCRLG3604 Corona 611-20 Tools:Specialty Tools YardBREATHER with ComfortGEL Grip EA 4 $24.00ZZCRMA60042 Corona Clipper Inc 611-20 Tools:Specialty Tools 22" Machete EA 12 $18.65ZZCRMA60061 Corona 611-20 Tools:Saws ErgoHANDLE Machete - 18 in EA 6 $14.92ZZCRMR9161 Corona 611-20 Retail:DisplayMaterial Corona Long Handle Tool Rolling Empty Rack EA 1 $286.59 520 ZZCRPD40020Corona611-20Tools:Long Handle ToolsAtlas Post Hole DiggerEA2$46.10ZZCRPM40000Corona Clipper Inc611-20Tools:Striking ToolsRAILROAD PICK PK4EA4$43.68ZZCRPM42000 Corona Clipper Inc 611-20 Tools:Striking Tools CUTTER MATTOCK EA EA 1 $43.68ZZCRPM74020 Corona Clipper Inc 611-20 Tools:Striking Tools PICK MATTOCK PK4 EA 4 $41.27ZZCRQS7900 Corona Clipper Inc 611-20 Tools:Saws SAW PRUNING 13" PK6 EA 6 $47.54ZZCRRK20002 Corona Clipper Inc 611-20 Tools:Long Handle Tools RAKE 16" LH BOW WOOD HNDL PK3 EA 3 $21.59ZZCRRK24002 Corona Clipper Inc 611-20 Tools:Long Handle Tools SP BRACE RAKE 22"/22 PK12 EA 12 $11.59ZZCRRK24061 Corona Clipper Inc 611-20 Tools:Long Handle Tools RAKE SPRING BRACE PK12 EA 12 $20.95ZZCRRK25008 Corona Clipper Inc 611-20 Tools:Long Handle Tools RAKE POLY SHRUB 8" PK12 EA 12 $6.11ZZCRRK25024 Corona Clipper Inc 611-20 Tools:Long Handle Tools POLY LEAF RAKE 24"/26 PK12 EA 12 $9.29ZZCRRK61063Corona Clipper Inc611-20Tools:Long Handle ToolsRAKE ALUM LND EAEA1$57.38ZZCRRK62060Corona Clipper Inc611-20Tools:Long Handle ToolsRAKE SHRUB 8" PK12EA12$12.06ZZCRRK64002Corona Clipper Inc611-20Tools:Long Handle ToolsRAKE LEVEL HEAD 16 TINE PK3EA3$48.49ZZCRRS7255Corona611-20Tools:SawsRazorTOOTH Saw Folding Saw - 8 inEA6$20.56ZZCRRS7265DCorona Clipper Inc611-20Tools:SawsSAW 10" RAZOR TOOTH FOLD PK6EA6$22.38ZZCRRS7395 Corona Clipper Inc 611-20 Tools:Saws SAW 14" RAZOR TOOTH PK6 EA 6 $25.00ZZCRSF79000 Corona Clipper Inc 611-20 Tools:Long Handle Tools SHOVEL IRRIGATION #2 PK6 EA 6 $85.38ZZCRSF80020 Corona Clipper Inc 611-20 Tools:Long Handle Tools SHOVEL CAPROCK FORGED #2 PK6 EA 6 $85.71ZZCRSH60061 Corona 611-20 Tools:Long Handle Tools Oscillating Hoe - 6 in EA 6 $30.56ZZCRSL3264 Corona Clipper Inc 611-20 Tools:Pruners and Loppers LOPPER BYPASS CG PK6 EA 6 $22.90ZZCRSL3310 Corona Clipper Inc 611-20 Tools:Pruners and Loppers LOPPER 24" BYPASS SH PK6 EA 6 $25.95ZZCRSL4150 Corona 611-20 Tools:Pruners and Loppers Bypass Lopper - 29 in EA 6 $26.83ZZCRSL7180 Corona Clipper Inc 611-20 Tools:Pruners and Loppers DUAL CUT BYPASS LOPPER 2" PK6 EA 6 $42.94ZZCRSS26000 Corona Clipper Inc 611-20 Tools:Long Handle Tools SHOVEL LHRP #2 PK3 EA 3 $13.14ZZCRSS26010Corona Clipper Inc611-20Tools:Long Handle ToolsSHOVEL LHRP 16 GA PK6EA6$16.54ZZCRSS27000Corona Clipper Inc611-20Tools:Long Handle Tools#2 SQUARE POINT SHOVEL PK3EA3$13.14ZZCRSS47000Corona611-20Tools:Long Handle ToolsFloral Shovel Light DutyEA6$17.27ZZCRSS64105Corona611-20Tools:Long Handle ToolsTrench Shovel General Purpose - 5"EA6$22.17ZZCRSS65020Corona Clipper Inc611-20Tools:Long Handle ToolsSHOVEL 14 GA LHRP #2 PK/6EA6$45.78ZZCRSS68030 Corona 611-20 Tools:Long Handle Tools #10 Aluminum Western Scoop Shovel D-Grip - 30 in EA 4 $62.59ZZCRST70023 Corona Clipper Inc 611-20 Tools:Striking Tools SLEDGEHAMMER 10 LB PK4 EA 4 $40.75ZZCRST73003 Corona Clipper Inc 611-20 Tools:Specialty Tools DRILLING HAMMER 3# PK4 EA 4 $20.24ZZCRTP6870 Corona Clipper Inc 611-20 Tools:Long Handle Tools PRUNER 14" TREE EA EA 1 $114.59ZZCRUT60050 Corona Clipper Inc 611-20 Tools:Specialty Tools TAMP DIRT 8X8 EA EA 1 $32.38 521 ZZCRUT65050Corona Clipper Inc611-20Tools:Specialty ToolsPIPE CUTTER PVC PK6EA6$42.86ZZCRWB1010Corona Clipper Inc611-20Tools:Wheelbarrows and CartsPOLY WHEELBARROW 10CF EAEA1$134.70ZZCRWB2004 Corona 611-20 Tools:Wheelbarrows and Carts Steel Wheelbarrow - 4 cf EA 1 $74.43ZZCRWB2006 Corona Clipper Inc 611-20 Tools:Wheelbarrows and Carts WHEELBARROW 6CF STEEL EA EA 1 $87.05ZZCRWB2806 Corona Clipper Inc 611-20 Tools:Wheelbarrows and Carts EASYLIFTER WHEELBARROW EA EA 1 $202.89ZZCRWB2806FF Corona Clipper Inc 611-20 Tools:Wheelbarrows and Carts WHEELBARROW 6CF FF EA EA 1 $238.41ZZCRWL3351 Corona Clipper Inc 611-20 Tools:Pruners and Loppers BYPASS LOPPER HWOOD 26" PK6 EA 6 $33.89ZZCRWL6320 Corona 611-20 Tools:Pruners and Loppers ClassicCUT Bypass Lopper - 20 in EA 6 $40.24ZZCRWL6490 Corona 611-20 Tools:Pruners and Loppers Super-Duty Bypass Lopper - 37 in EA 2 $140.56ZZCR240034 Corona 611-20 Tools:Long Handle Tools Handle - Wood for 24003 and 24002 Rakes EA 6 $5.79ZZCR600014Corona611-20Tools:Long Handle ToolsHandle- Diamond Hoe & Heavy-Duty WeederEA6$21.51ZZCR62501TCorona611-20Tools:Pruners and LoppersReplacement Blade for BP6250 BP4250EA1$10.08ZZCR62505TCorona611-20Tools:Pruners and LoppersReplacement Spring for BP6250 BP4250 BP4840EA12$2.62ZZCR650501CCorona611-20Tools:Pruners and LoppersReplacement Blade for UT 65050EA6$15.79ZZCR650503CCorona611-20Tools:Pruners and LoppersPivot Bolt, Spring and Washer Kit for UT 65050EA6$5.56CHEVERGREEN Valent, Usa Corporation 611-20 Insecticides:Liquid Evergreen Crop Protection EC 60-6 - 1 gal EA 4 $396.55MS10208351 Monsanto 611-20 Herbicides:Forage Herbicide Outrider Herbicide - 20 oz EA 1 $430.55FSBARDURO Barenbrug 611-20 Field Seed:Legumes:Clovers Clover, Barduro with Yellow Jacket - 25 lb BG 1 $77.86FSBAROPTIMA25 Barenbrug 611-20 Field Seed:Forage Fescues Fescue, Baroptima + E34 - 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25 lb BG 1 $91.92FS23065 Barenbrug 611-20 Lawn Seed:Turf Type Fescue Winter Wonderlawn Grass Seed - 25 lb BG 1 $41.64FS23072 Barenbrug 611-20 Lawn Seed:Turf Type Fescue Winter Wonderlawn Grass Seed - 50 lb BG 1 $75.43FS25034Barenbrug611-20Field Seed:Legumes:AlfalfaBaralfa X42 with Yellow Jacket - 25 lbBG1$112.86FS25155Barenbrug611-20Field Seed:Legumes:MiscellaneousDaikon Radish with Yellow Jacket - 25 lbBG1$67.86FS25156Barenbrug Usa-Mktng Divis611-20Field Seed:Legumes:MiscellaneousBarisca Forage Rape with Yellow Jacket - 25 lbBG1$30.00FS25159Barenbrug611-20Field Seed:Legumes:CloversBarduro Red Clover with Yellow Jacket - 10 lbEA4$23.57FS79Barenbrug611-20Field Seed:Legumes:CloversClover, Regalgraze Ladino - 25 lbBG1$95.71FS83 Barenbrug 611-20 Field Seed:Legumes:Clovers Clover, White, Barblanca, Coated - 25 lb BG 1 $95.71FS9221 Barenbrug Usa-Mktng Divis 611-20 Grass Seed:Perennial Ryegrass SOS Turf-Type Annual Ryegrass Blend (SOS 211) - 50 lb BG 1 $65.00FS9222 Barenbrug 611-20 Grass Seed:Annual Ryegrass Panterra SOS 400 Turf Type Annual Ryegrass - 50 lb BG 1 $37.33FS9225 Barenbrug 611-20 Grass Seed:Annual Ryegrass Panterra SOS 400 Turf Type Annual Ryegrass - 25 lb BG 1 $20.00ZZFSTS251882 Barenbrug Usa-Mktng Divis 611-20 Lawn Seed:Turf Type Fescue Turf Saver RTF Rhizomatous Tall Fescue with Yellow Jacket - 50 lbBG 40 $175.00FSESQUIRE Dlf Pickseed 611-20 Grass Seed:Perennial Ryegrass Esquire Perenial Ryegrass - 50 lb BG 1 $72.14FSKBGPREM Dlf Pick Seed 611-20 Lawn Seed:Miscellaneous Premium Kentucky Bluegrass Blend - 50 lb BG 1 $192.45FSKBLUEB Dlf Pickseed 611-20 Lawn Seed:Miscellaneous Major League Kentucky Bluegrass - 5 lb EA 10 $17.60FSMARTIN2Dlf Pickseed611-20Field Seed:Forage FescuesForage Type Tall Fescue - 50 lbBG1$83.90FSMIRAGE2Pickseed611-20Lawn Seed:Bermuda, Common:HulledMirage 2 Hulled Bermuda - 25 lbBG1$232.74FSQUICKDRAWDlf Pickseed611-20Grass Seed:Annual RyegrassQuickdraw Annual Ryegrass - 50 lbBG1$36.00FSTEAM50Dlf Pickseed611-20Grass Seed:Turf Type Fescue3-Way Tall Fescue - 50 lbBG1$68.57FSTUE10Dlf Pickseed611-20Lawn Seed:Turf Type FescueFive Star Extreme Shade Mix - 10 lbEA5$19.32FSTUE50 Dlf Pickseed 611-20 Lawn Seed:Turf Type Fescue Five Star Extreme Shade Mix - 50 lb BG 1 $82.13FSTUP25 Dlf Pickseed 611-20 Lawn Seed:Turf Type Fescue Five Star Plus Fescue - 25 lb BG 1 $39.10FSTUP50 Dlf Pickseed 611-20 Lawn Seed:Turf Type Fescue Five Star Plus Fescue - 50 lb BG 1 $76.87FSTU05 Dlf Pickseed 611-20 Lawn Seed:Turf Type Fescue Five Star Turf Type Fescue - 5 lb EA 10 $8.64FSTU10 Dlf Pickseed 611-20 Lawn Seed:Turf Type Fescue Five Star Turf Type Fescue - 10 lb EA 5 $15.71 523 FSTU25Dlf Pickseed611-20Lawn Seed:Turf Type FescueFive Star Turf Type Fescue - 25 lbBG1$33.34FSTU5Dlf Pickseed611-20Lawn Seed:Turf Type FescueFive Star Turf Type Fescue - 50 lbBG1$65.33FS101B Dlf Pickseed 611-20 Field Seed:Forage Ryegrasses Major League Ryegrass, Gulf Annual - 5 lb EA 10 $7.95FS102 Dlf Pickseed 611-20 Grass Seed:Perennial Ryegrass Transist 2600 Ryegrass - 50 lb BG 1 $46.00FS102TXREXP Dlf Pickseed 611-20 Lawn Seed:Miscellaneous Futura Ease Ryegrass Blend - 50 lb BG 1 $52.67FS78C Pickseed West, Inc 611-20 Field Seed:Legumes:Clovers LADINO CLOVER COATED 50# BG 1 $102.50FS90B Dlf Pickseed 611-20 Field Seed:Forage Fescues Major League Fescue, Kentucky 31 - 5 lb EA 10 $11.45FS912 Dlf Pickseed 611-20 Lawn Seed:Turf Type Fescue Annual Rye Mix Fescue - 50 lb BG 1 $54.29FS92B Dlf Pickseed 611-20 Lawn Seed:Turf Type Fescue Major League 5% Creeping Red Fescue / 5% Chewings Fescue - 5 lbEA 10 $14.21FS9227Dlf Pickseed611-20Grass Seed:Poa TrivialisSOS400/Trifecta TR 70/30 - 50 lbBG1$113.67FS93Dlf Pickseed611-20Grass Seed:Perennial RyegrassFutura 2000 (Treated) - 50 lbBG1$74.29FS934Dlf Pickseed611-20Grass Seed:Perennial RyegrassFutura 2000 - 50 lbBG1$63.33FS9380Dlf Pickseed611-20Grass Seed:Poa TrivialisFutura 2000/Trifecta 60/40 TR - 50 lbBG1$120.00FS940Dlf Pickseed611-20Grass Seed:Poa TrivialisTrifecta Poa Trivialis - 50 lbBG1$210.67FS9411 Dlf Pickseed 611-20 Grass Seed:Perennial Ryegrass Futura 3000 Perennial Ryegrass Blend - 50 lb BG 1 $69.34FS9415 Dlf Pickseed 611-20 Grass Seed:Perennial Ryegrass Futura 2000/Poa Triv 80/20 (Treated) - 50 lb BG 1 $99.32FS96D Dlf Pickseed 611-20 Lawn Seed:Turf Type Fescue Crossfire 4 Tall Fescue - 50 lb BG 1 $65.33FS96E Dlf Pickseed 611-20 Lawn Seed:Turf Type Fescue Crossfire 3 Tall Fescue - 25 lb BG 1 $33.34ZZFSAAAFESCUE Pickseed West, Inc 611-20 Lawn Seed:Turf Type Fescue COMMLAWN AAA FESCUE 50# BG 1 $82.50ZZFSABSPREM Pickseed West, Inc 611-20 Lawn Seed:Turf Type Fescue Absolute Premium Tall Fescue - 50 lb BG 1 $61.84ZZFSEXPRESSII Pickseed West, Inc 611-20 Grass Seed:Perennial Ryegrass Express II Perrenial Ryegrass - 50# BG 1 $70.00ZZFSHOUNDOG8 Pick Seed West, Inc. 611-20 Lawn Seed:Turf Type Fescue Houndog 8 Tall Fescue - 50 lb BG 1 $77.86ZZFSTU5PRG Pickseed West, Inc 611-20 Grass Seed:Perennial Ryegrass 5 STAR/FUTURA 3000 MIX 50# BG 1 $85.00ZZFS1BRMIX50Pickseed West, Inc611-20Lawn Seed:MiscellaneousBLUE RIBBON SEED MIX 50#BG1$83.57ZZFS1PHD50Pickseed West, Inc611-20Lawn Seed:Perennial RyegrassPHD PERENIAL RYE BLEND 40/50#BG40$76.25ZZFS8515Pickseed West, Inc611-20Lawn Seed:Turf Type FescueFescue & Rye Blend 85/15 - 50 lbBG1$63.33ZZFS8515BLENDPickseed West, Inc611-20Lawn Seed:Turf Type FescueCOMMLAWN FESCUE/RYE BLEND 50#BG1$77.22ZZFS9411KBGDlf/Pick Seed611-20Lawn Seed:Perennial RyegrassFutura Ultra 3000 Bluegrass Mix 80/20 - 50 lbBG40$89.6104DDRE225FESCUE Pickseed West, Inc 611-20 Field Seed:Forage Fescues Dream Green Platinum Coated Fescue - 50# BG 1 $59.0005FSRUSS25 Pickseed West, Inc 611-20 Field Seed:Miscellaneous Grasses RUSSELL SEED BLEND 25# BG 1 $34.29 524 ORDINANCE NO. ___________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE A CONTRACT WITH BWI, INC., THROUGH THE BUY BOARD COOPERATIVE PURCHASING NETWORK CONTRACT # 611-20, FOR THE ACQUISITION OF TURF GRASS SEEDS, TOOLS, AND LANDSCAPE SUPPLIES FOR THE PARKS AND RECREATION DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 7496 – AWARDED TO BWI, INC., FOR ONE (1) YEAR, WITH THE OPTION FOR TWO (2) ADDITIONAL ONE (1) YEAR EXTENSIONS, IN THE TOTAL THREE (3) YEAR NOT-TO- EXCEED AMOUNT OF $75,000). WHEREAS, pursuant to Ordinance 2005-034, the Buy Board Cooperative Purchasing Network has solicited, received, and tabulated competitive bids for the purchase of necessary materials, equipment, supplies, or services in accordance with the procedures of state law on behalf of the City of Denton; and WHEREAS, the City Manager, or a designated employee, has reviewed and recommended that the herein described materials, equipment, supplies, or services can be purchased by the City through the Buy Board Cooperative Purchasing Network programs at less cost than the City would expend if bidding these items individually; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items shown in the “File Number” referenced herein and on file in office of the Purchasing Agent, are hereby accepted and approved as being the lowest responsible bids for such items: FILE NUMBER VENDOR AMOUNT 7496 BWI, Inc. $75,000 SECTION 2. By the acceptance and approval of the items set forth in the referenced file number, the City accepts the offer of the persons submitting the bids to the Buy Board Cooperative Purchasing Network for such items and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, conditions, specifications, standards, quantities, and for the specified sums contained in the bid documents and related documents filed with the Buy Board Cooperative Purchasing Network and the purchase orders issued by the City. 525 SECTION 3. Should the City and persons submitting approved and accepted items set forth in the referenced file number wish to enter into a formal written agreement as a result of the City’s ratification of bids awarded by the Buy Board Cooperative Purchasing Network, the City Manager, or his designated representative, is hereby authorized to execute the written contract which shall be attached hereto; provided that the written contract is in accordance with the terms, conditions, specifications and standards contained in the Proposal submitted to the Buy Board Cooperative Purchasing Network, 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 items set forth in the referenced file number, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approval purchase orders or pursuant to a written contract made pursuant thereto as authorized herein. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by __________________________ and seconded by _________________________________, the ordinance was passed and approved by the following vote [___ - ___]: 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: ______ ______ ______ ______ 526 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~~~ 527 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-1909,Version:1 AGENDA CAPTION Consider approval of a resolution of the Council of the City of Denton revising the City’s Harassment Prevention Policy; and providing an effective date. City of Denton Printed on 10/9/2020Page 1 of 1 powered by Legistar™528 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Human Resources CM/ DCM/ ACM: Todd Hileman, City Manager DATE: October 13, 2020 SUBJECT Consider adoption of a resolution of the Council of the City of Denton revising the City’s Harassment Prevention Policy; and providing an effective date. BACKGROUND The recent U.S. Supreme Court decision in Bostock vs. Clayton County, decided on June 15, 2020, held that Title VII of the Civil Rights Act of 1964 protects employees from discrimination because of sexual orientation or gender identity. Revisions to the Harassment Prevention Policy No. 108.10 are proposed to more closely align with this recent U.S. Supreme Court decision. The revised attached policy was submitted to the Policy Review Committee for comments. OPTIONS Approve the resolution as proposed, not approve the resolution, or make modifications. EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Resolution Exhibit 3 – Revised Harassment Prevention Policy No. 108.10 (redline) Respectfully submitted: Tiffany Thomson Director of Human Resources City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 529 530 531 532 533 534 535 HR/POLICY/108.10 CITY OF DENTON PAGE 1 OF 6 POLICY/ADMINISTRATIVE PROCEDURE/ADMINISTRATIVE DIRECTIVE SECTION: HUMAN RESOURCES REFERENCE NUMBER: 108.10 SUBJECT: STANDARDS OF CONDUCT FOR EMPLOYEES INITIAL EFFECTIVE DATE: 12/01/87 TITLE: HARASSMENT PREVENTION/WORKPLACE ABUSE LAST REVISION DATE: 07/12/1110/06/2020 POLICY STATEMENT: The City of Denton’s employees and others acting on the City’s behalf are entitled to respectful treatment in the City of Denton’s workplace. A respectful workplace is about more than compliance with the law. It is a working environment that is free of inappropriate behavior of all kinds, including all forms of harassment. It is the policy of the City of Denton to prohibit any form of sexual, racial, ethnic, disability, age, sex/gender, sexual orientation, gender identity, pregnancy, national origin, genetic, or religious harassment of its employees, volunteers, applicants, and other applicable parties. The City of Denton recognizes that any form of harassment may be a violation of federal and state laws. The City maintains a strict policy that any harassment in the workplace or after hours outside the workplace, is not acceptable and will not be tolerated. It is also the policy of the City of Denton to prohibit any form of workplace abuse, including but not limited to, a persistent treatment that is humiliating, embarrassing, undignified, or bullying. All employees, including managers, supervisors, and representatives of the City, are expected to refrain from being disrespectful, exhibiting any unwelcome behavior, or displaying conduct toward any other individual which could be interpreted as harassment or workplace abuse. DEFINITIONS: I. Discriminatory harassment is unwelcome conduct toward an individual because of his or her genetics, age, disability, marital status, national origin, ethnicity, race or color, religion, sex/gender, sexual orientation, or gender identity when the conduct creates an intimidating, hostile, or offensive work environment that: ● Causes work performance to suffer; or ● Negatively affects job opportunities. Harassment is against the law in the United States. Examples of harassment that may violate the law and will violate this policy include, but are not limited to: A. Oral or written communications that contain offensive name-calling, jokes, slurs, negative stereotyping, or threats. This includes comments or jokes that are distasteful or targeted at individuals or groups based on genetics, age, disability, marital status, national origin, race or color, religion, sex/gender, sexual orientation, or gender identity . 536 PAGE 2 OF 6 POLICY/ADMINISTRATIVE PROCEDURE/ADMINISTRATIVE DIRECTIVE (Continued) TITLE: HARASSMENT PREVENTION/WORKPLACE ABUSE REFERENCE NUMBER: 108.10 HR/POLICY/108.10 B. Nonverbal conduct, such as staring, leering, and giving inappropriate gifts. C. Visual images, such as derogatory or offensive pictures, cartoons, drawings, or gestures. Such prohibited images include those in hard copy or electronic form. NOTE: Disability means, with respect to an individual, a physical or mental impairment that substantially limits one or more of the major life activities of such individual, as such term is defined in the Americans with Disabilities Act, 42 USC 12102; a record of such an impairment; or being regarded as having such an impairment. This would include, but not be limited to, an individual with a loss of limb, visual impairment, mobile impairment (wheelchair-bound, artificial limb, etc.), sight impairment (blindness), hearing impairment (deafness), medical conditions such as heart disease, epilepsy, muscular dystrophy, cancer, mental illness, alcoholism, HIV disease, and other physical and mental medical conditions which are protected by Federal law. II. Sexual harassment is a form of harassment that is based on a person’s sex or that is sex-based behavior. It is also sexual harassment for anyone in a position of authority to tie hiring, promotion, termination, or any other condition of employment to a request or demand for sexual favors. Sexual Harassment includes but is not limited to unsolicited and unwelcome sexual advances, requests for sexual favors, and other verbal (slurs, jokes), non-verbal, electronic, written, or physical conduct of a sexual nature when: A. Submission to such conduct is made either explicitly or implicitly a term or condition of employment; or B. Submission to or rejection of such conduct by an individual is used as the basis for employment decisions affecting the individual; or C. Such conduct has the purpose or effect of interfering with an individual's performance or creates or maintains an intimidating, hostile, abusive, or offensive working environment. NOTE: Sexual harassment takes many forms – subtle and indirect or blatant and overt. Examples include, but are not limited to: 1. Unwelcome sex-oriented verbal "kidding;" 2. Unwelcome teasing or jokes; 3. Unwelcome sex-oriented texts, emails, or other electronic communication; 4. The distribution, display, or discussion of any written or graphic material, including calendars, posters, and cartoons that are sexually suggestive, or shows hostility toward an individual or group because of sex; 5. Suggestive or insulting sounds; leering; staring; whistling; obscene gestures; 537 PAGE 3 OF 6 POLICY/ADMINISTRATIVE PROCEDURE/ADMINISTRATIVE DIRECTIVE (Continued) TITLE: HARASSMENT PREVENTION/WORKPLACE ABUSE REFERENCE NUMBER: 108.10 HR/POLICY/108.10 6. Subtle pressure for sexual activity; 7. Physical contact such as patting, pinching or constant brushing against another's body; or 8. Demands for sexual favors. III. Workplace abuse refers to repeated, unreasonable actions of individuals (or a group) directed towards an employee (or a group of employees), which is intended to intimidate and/or create a risk to the health and safety of the employee(s). Workplace abuse takes one or more of the following forms: ● Verbal abuse; ● Offensive conduct/behaviors (including nonverbal) which are threatening, humiliating, or intimidating; or ● Work interference — sabotage — which prevents work from getting done. Workplace abuse would not include: ● The normal exercise of supervisory responsibilities, including performance reviews, direction, counseling, and disciplinary action where necessary, provided they are conducted in a respectful, professional manner, in accordance with City policies and procedures. ● Social interactions, jokes, and bantering, which are mutually acceptable, provided the interactions are respectful and there is no negative impact for others in the work environment. ● Disagreements, misunderstandings, miscommunication, and/or conflict situations, provided the behavior of the individuals involved remains professional and respectful. 538 PAGE 4 OF 6 POLICY/ADMINISTRATIVE PROCEDURE/ADMINISTRATIVE DIRECTIVE (Continued) TITLE: HARASSMENT PREVENTION/WORKPLACE ABUSE REFERENCE NUMBER: 108.10 HR/POLICY/108.10 ADMINISTRATIVE PROCEDURES: I. Employees are always responsible for ensuring their behavior is respectful and professional at all timesalways, no matter the situation. If approached with concerns by another employee, employees should be open to understanding another’s perspective and apologize as needed. II. Under no circumstances should employees engage in behavior that has the purpose or effect of harassing or abusing others. Employees need to be sensitive to how others may perceive their actions and remember that their actions not only reflect upon them but may reflect on the City as well. III. Supervisors are responsible for maintaining their workplace free of abuse and harassment of any kind. This duty includes discussing and enforcing this policy and procedure with all employees and assuring them that they are not required to endure insulting, degrading, or exploitative treatment. IV. Individuals who feel they experience abuse or harassment should make it clear that such behavior is offensive to them. Any employee who feels that he or she has been the victim of any form of abuse or harassment should immediately report the facts of the incident or incidents and the names of the individuals involved to his or her supervisor and the Director of Human Resources or designee. Should the immediate supervisor be the offending party, the employee must report the alleged act to the next level of management and the Director of the Human Resources or designee. In situations where the employee is not comfortable reporting the allegation to his/her immediate supervisor or the next level of management, he/she has the option to report his/her complaint only to the Director of Human Resources or designee. The Director of Human Resources and the manager/supervisor are mutually responsible for notifying each other when an allegation is reported. V. All allegations of abuse or harassment observed by or reported to a supervisor must be investigated immediately by the Human Resources Director or designee. All findings, decisions, and recommendations will be made on an individual basis considering the entire record as a whole onon the totality of the circumstances, such as the nature of the behavior and the context in which the alleged incidents occurred. If abuse or harassment is found to exist, appropriate management and supervisory personnel shall take prompt corrective action. Any time that sexual harassment becomes an issue of an alleged act of sexual assault, the investigation must be coordinated with the City of Denton Police Department. VI. An individual's intentions and motives are not the decisive factors in considering alleged harassment behavior. The effect of one employee's behavior upon another employee is the decisive factor. If an individual's behavior is considered to be reasonably offensive by to another individual or if it has an intimidating effect upon another individual, harassment may be present. 539 PAGE 5 OF 6 POLICY/ADMINISTRATIVE PROCEDURE/ADMINISTRATIVE DIRECTIVE (Continued) TITLE: HARASSMENT PREVENTION/WORKPLACE ABUSE REFERENCE NUMBER: 108.10 HR/POLICY/108.10 VII. Appropriate disciplinary action will be taken when the findings warrant such action. Such disciplinary action should be determined by the nature of the wrongful act or acts and may result in immediate dismissal. VIII. Disclosure of any investigation conducted under this policy shall be made only to those City employees and others with a right to know. PROTECTION AGAINST RETALIATION: The City's Problem SolvingProblem-Solving Policy #115.02 encourages employees to report any alleged infraction without fear of retaliation. The City of Denton supports the State of Texas Retaliation Act, Policy #108.06, which protects a public employee who files or responds to a bona fide complaint of discrimination or harassment; appears as a witness in the investigation of a complaint; or serves as an investigator. Retaliation and/or reprisals against an individual who in good faith reports or provides information about behavior that may violate this policy are against the law, against the City’s policy, and will not be tolerated. However, making a false report or providing false information is grounds for discipline. CONSENSUAL ROMANTIC RELATIONSHIPS: I. An employee who is involved in a personal relationship with another employee may not occupy a position in the same chain of command as, work directly for or supervise the employee with whom he or she is involved. A consensual romantic relationship is defined as a relationship between individuals who have or have had a continuing relationship of a romantic or intimate nature. The City of Denton reserves the right to take prompt action if an actual or potential conflict of interest arises concerning individuals who occupy positions at any level (higher or lower) in the same line of authority that may affect employment decisions. II. When a conflict or the potential for conflict arises because of a personal relationship between employees, even if there is no line of authority or reporting involved, the employees may be separated by reassignment or dismissed from employment. If such a personal relationship is established after employment, it is the responsibility and obligation of the employees involved to immediately disclose the existence of the relationship to their manager and/or department head. When a conflict or a potential for conflict arises because of the relationship affecting employment, the individuals concerned will be given the opportunity to decide who is to apply for another position or resign if no position is available. If the decision is not made within 30 calendar days, management will decide who is to apply for another position or, if necessary, be dismissed from employment. Factors to be considered by management include, but are not limited to, length of service, work performance, and/or criticality of the position to the operation. 540 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-2092,Version:1 AGENDA CAPTION Consider approval of the minutes of October 5, 2020. City of Denton Printed on 10/9/2020Page 1 of 1 powered by Legistar™541 CITY OF DENTON CITY COUNCIL MINUTES October 5, 2020 After determining that a quorum was present, the City Council of the City of Denton, Texas convened in a Work Session on Monday, October 5, 2020, at 11:31 a.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas. PRESENT: Mayor Chris Watts, Mayor Pro Tem Gerard Hudspeth and Council Members Keely Briggs, Jesse Davis, John Ryan, Deb Armintor, and Paul Meltzer ABSENT: None Also present were City Manager Todd Hileman and City Attorney Aaron Leal. Note: Mayor Chris Watts, Mayor Pro Tem Gerard Hudspeth, and Council Members Keely Briggs, Jesse Davis, John Ryan, Deb Armintor and Paul Meltzer participated in the work session, and regular meeting via video/teleconference under the provisions allowed by the Texas Government Code Section 551.127. WORK SESSION 1. Work Session Reports A. ID 20-1586 Receive a report, hold a discussion, and give staff direction regarding the final report and recommendations from the Ad Hoc Use-of-Force Committee. The item was presented and discussion followed. Following discussion, City Council consensus was to schedule an ordinance for October 13 creating an Advisory Board as part of the Denton Police Department to advise the Chief of Police with the particulars on the purpose, scope, and membership details during a work session prior to considered adoption. CLOSED MEETING - NOT HELD 1. The item was a placeholder in the event any member of the City Council requested discussion in a Closed Meeting. None indicated the need to hold the Closed Meeting. A. ID 20-2016 Consultation with Attorneys under Texas Government Code Section 551.071. Discuss, deliberate, receive information from staff, and provide staff with direction pertaining to the findings, conclusions, and recommendations of the Mayor’s Ad-Hoc Use of Force Committee, where a public discussions 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 or of the State Bar of Texas, or would jeopardize the City’s legal position in negotiations or potential litigation. NOT DELIBERATED 542 City of Denton City Council Minutes October 5, 2020 Page 2 With no further business, the meeting was adjourned at 1:34 p.m. ____________________________________ ____________________________________ CHRIS WATTS ROSA RIOS MAYOR CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON, TEXAS MINUTES APPROVED ON: ____________________________________ 543 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-2086,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton approving a Joint Election Agreement and Contract for election services with Denton County for joint election services for the Denton regular municipal election being held for the purpose of electing Council Members to Places 5 and 6 and electing a Mayor to Place 7 and a special municipal election for the purpose of filling a vacancy in Districts 1 and 2 for the unexpired term ending in May,2021,to be held on November 3,2020 within said City at a total estimated cost of $78,840.83;and providing an effective date. City of Denton Printed on 10/9/2020Page 1 of 1 powered by Legistar™544 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office ACM: Sara Hensley DATE: October 13, 2020 SUBJECT Consider adoption of an ordinance of the City of Denton approving a Joint Election Agreement and Contract for election services with Denton County for joint election services for the Denton regular municipal election being held for the purpose of electing Council Members to Places 5 and 6 and electing a Mayor to Place 7 and a special municipal election for the purpose of filling a vacancy in Districts 1 and 2 for the unexpired term ending in May, 2021, to be held on November 3, 2020 within said City at a total estimated cost of $78,840.83; and providing an effective date. BACKGROUND On February 4, 2020, the Denton City Council ordered a regular municipal election to be held on Saturday, May 2, 2020, for the purpose of electing council members to places 5 and 6 and electing a mayor to place 7 as well as a special municipal election to be held on Saturday, May 2, 2020, for the purpose of filling a vacancy in districts 1 and 2 for the unexpired term ending in May 2021. On March 20, 2020, due to the COVID-19 Pandemic, both elections were postponed to the November 3, 2020 Uniform Election date. On September 15, 2020, the general and special election orders were amended to provide for the three-week early voting period as stipulated in the March 18, 2020 Proclamation issued by Governor Greg Abbott. Chapter 271 of the Texas Election Code provides that the City may enter into an agreement with other jurisdictions that may be conducting elections on the same day in election precincts that can be served by common polling places. Subsection 271.002(d) requires “the terms of a joint election agreement must be stated in an order, resolution, or other official action adopted by the governing body of each participating political subdivision.” The City of Denton, Denton County and other Denton County political jurisdictions will conduct elections on Tuesday, November 3, 2020. Section 31.092 of the Texas Election Code allows the county elections administrator to contract with any city within their county to perform election services. This action authorizes the City to hold the election jointly with jurisdictions that share common polling places and contract with Denton County for election services, including the selection, training and compensation of precinct election judges. If adopted, this joint election agreement and contract will be effective upon its adoption; and its terms/conditions shall also apply to a runoff election, if any is needed. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 545 RECOMMENDATION Staff recommends approval of the Ordinance authorizing the joint election agreement and contract for election services with Denton County. FISCAL INFORMATION The estimated cost for the General Election is $78,840.83. Denton County will perform a post-election audit of the actual expenses incurred to conduct the election and payment shall be rendered at that time. For now, a deposit is not required. EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Draft Ordinance, Contract & Exhibits Exhibit 3 – Cost Estimate Detail Exhibit 4 – Ordinance 20-264 Ordering General Election for May 2, 2020 (Original Order) Exhibit 5 – Ordinance 20-741 Postponing General Election to November 3, 2020 Exhibit 6 – Ordinance 20-1694 Amending General Election Ordinance 20-741 (Early Voting Period) Exhibit 7 – Ordinance 20-265 Ordering Special Election for May 2, 2020 (Original Order) Exhibit 8 – Ordinance 20-742 Postponing Special Election to November 3, 2020 Exhibit 9 – Ordinance 20-1695 Amending Special Election Ordinance 20-742 (Early Voting Period) Respectfully submitted: Rosa Rios City Secretary 546 ORDINANCE NO. ____ _ AN ORDINANCE OF THE CITY OF DENTON APPROVING A JOINT ELECTION AGREEMENT AND CONTRACT FOR ELECTION SERVICES WITH DENTON COUNTY FOR JOINT ELECTION SERVICES FOR THE DENTON REGULAR MUNICIPAL ELECTION BEING HELD FOR THE PURPOSE OF ELECTING COUNCIL MEMBERS TO PLACES 5 AND 6 AND ELECTING A MAYOR TO PLACE 7 AND A SPECIAL MUNICIPAL ELECTION FOR THE PURPOSE OF FILLING A VACANCY IN DISTRICTS 1 AND 2 FOR THE UNEXPIRED TERM ENDING IN MAY, 2021, TO BE HELD ON NOVEMBER 3, 2020 WITHIN SAID CITY AT A TOTAL ESTIMATED COST OF $78,840.83 ; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on February 4, 2020, the Denton City Council ordered a regular municipal election to be held on Saturday, May 2, 2020, for the purpose of electing council members to places 5 and 6 and electing a mayor to place 7; and WHEREAS, on February 4, 2020, the Denton City Council further ordered a special municipal election to be held on Saturday, May 2, 2020, for the purpose of filling a vacancy in districts 1 and 2 for the unexpired term ending in May 2021; and WHEREAS, on March 20, 2020, due to the COVID-19 Pandemic, both the general and special municipal elections were postponed to the November 3, 2020 Uniform Election date; and WHEREAS, on September 15, 2020 the general and special election orders were amended to provide for the three-week early voting period as stipulated in the July 27, 2020 Proclamation issued by Governor Greg Abbott; and WHEREAS, it is the desire of the Denton City Council to continue contractual services with Denton County for the administration of its special election as done in the past; and WHEREAS, under the contemplated contract, Denton County and the Election Administrator shall be responsible for performing duties under the Election Code including but not limited to the following: • Coordinating, supervising and handling all aspects of the Joint Election as provided in the joint election agreement and contract; • Selecting and arranging for the use of and payment for all Early Voting and Election Day voting locations; • Appointing the presiding judge and alternate judge for each polling location for Election Day; • Arranging for the training and compensation of all election judges and clerks; • Employing other personnel necessary for the proper administration of the election; • Appointing other deputy early voting clerks to assist in the conduct of early voting; • Arranging for all election supplies and voting equipment; • Serving as Early Voting Clerk; • Appointing an Early Voting Board to process early voting results; and • Establishing and operating the central counting station to receive and tabulate the voted ballots. WHEREAS, the City Council deems it is in the public interest to enter into the joint election agreement and contract with Denton County contemplated above; NOW, THEREFORE, 547 THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this Ordinance are incorporated herein by reference. SECTION 2. The City Manager, or his designee, is hereby authorized to execute the Joint Election Agreement and Contract for Election Services with Denton County in the form attached hereto as Attachment "A" and made part of this ordinance for all purposes. 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 L_ -__j: Aye Nay Abstain Absent 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: PASSED AND APPROVED this the ____ day of _______ ___;, 2020. CHRIS WATTS, MAYOR ATTEST: ROSARIOS, CITY SECRETARY BY: _________________ __ 548 THE STATE OF TEXAS COUNTY OF DENTON JOINT ELECTION AGREEMENT AND CONTRACT FOR ELECTION SERVICES This CONTRACT for election services is made by and between the Denton County Elections Administrator and the following political subdivisions, herein referred to as "participating authority or participating authorities" located entirely or partially inside the boundaries of Denton County: Participating Authorities: ARGYLE ARGYLE lSD BARTONVILLE CARROLLTON CELINA COPPER CANYON CROSS ROADS DCFWSD 1B DENTON COUNTY FLOWER MOUND FRISCO lSD JUSTIN LAKE DALLAS lSD NORTHLAKE PILOT POINT PONDER PROSPER PROVIDENCE VILLAGE ROANOKE SLIDELL lSD THE COLONY TROPHY CLUB MUD NO. 1 ARGYLE ETJ AUBREY BELMONT FWSD #1 CARROLLTON-FARMERS BRANCH lSD COPPELL CORINTH DCFWSD 12 DENTON DENTON COUNTY MUD #8 FRISCO FRISCO WEST WCID KRUMISD LITTLE ELM lSD NORTHWEST lSD PILOT POINT lSD PONDER lSD PROSPER lSD RANCH AT FM 1385 MUD SANGER SOUTHLAKE TROPHY CLUB This contract is made pursuant to Texas Election Code Sections 31.092 and 271.002 and Texas Education Code Section 11.0581 for a joint November 03, 2020 election to be administered by Frank Phillips, Denton County Elections Administrator, hereinafter referred to as "Elections Administrator." RECITALS Each participating authority listed above plans to hold a General or Special Election on November 03, 2020. Denton County plans to hold county-wide voting for this General Election. The County owns the Hart lnterCivic Verity Voting System, which has been duly approved by the Secretary of State pursuant to Texas Election Code Chapter 122 as amended, and is compliant with the accessibility requirements for persons with disabilities set forth by Texas Election Code Section Page 1 of15 549 61.012. The contracting political subdivisions (participating authorities) desire to use the County's voting system and to compensate the County for such use and to share in certain other expenses connected with joint elections, in accordance with the applicable provisions of Chapters 31 and 271 of the Texas Election Code, as amended. NOW THEREFORE, in consideration of the mutual covenants, agreements, and benefits to all parties, IT IS AGREED as follows: I. ADMINISTRATION The participating authorities agree to hold a "Joint Election" with Denton County and each other in accordance with Chapter 271 of the Texas Election Code and this agreement. The Elections Administrator shall coordinate, supervise, and handle all aspects of administering the Joint Election as provided in this agreement. Each participating authority agrees to pay the Elections Administrator for equipment, supplies, services, and administrative costs as provided in this agreement. The Elections Administrator shall serve as the administrator for the Joint Election; however, each participating authority shall remain responsible for the decisions and actions of its officers necessary for the lawful conduct of its election. The Elections Administrator shall provide advisory services in connection with decisions to be made and actions to be taken by the officers of each participating authority as necessary. It is understood that other political subdivisions may wish to participate in the use of the County's Verity voting system and polling places, and it is agreed that the Elections Administrator may enter into other election agreements and contracts for election services for those purposes, on terms and conditions generally similar to those set forth in this contract. In such cases, costs shall be pro-rated among the participants according to Section XI of this contract. II. LEGAL DOCUMENTS Each participating authority shall be responsible for the preparation, adoption, and publication of all required election orders, resolutions, notices, and any other pertinent documents required by the Texas Election Code and/or the participating authority's governing body, charter, or ordinances, except that the Elections Administrator shall be responsible for the preparation and publication of all voting equipment testing notices that are required by the Texas Election Code. Election orders should include language that would not necessitate amending the order if any of the Early Voting and/or Election Day polling places change. Preparation of the necessary materials for notices and the official ballot shall be the responsibility of each participating authority, including translation to languages other than English. Each participating authority shall provide a copy of their respective election orders and notices to the Elections Administrator. Ill. VOTING LOCATIONS Page 2 of 15 550 The Elections Administrator shall select and arrange for the use of and payment for all Early Voting and Election Day voting locations. Voting locations will be, whenever possible, the usual voting location for each election precinct in elections conducted by each participating authority, and shall be compliant with the accessibility requirements established by Election Code Section 43.034 and the Americans with Disabilities Act (ADA). All Early Voting and Election Day voting locations shall be within the boundaries of Denton County. The proposed voting locations are listed in Exhibit A of this agreement. In the event a voting location is not available or appropriate, the Elections Administrator will arrange for use of an alternate location. The Elections Administrator shall notify the participating authorities of any changes from the locations listed in Exhibit A. If polling place(s) for the November 03, 2020 joint election are different from the polling place(s) used by a participating authority in its most recent election, the authority agrees to post a notice no later than November 2, 2020 at the entrance to any previous polling places in the jurisdiction stating that the polling location has changed and stating the political subdivision's polling place names, addresses, and room or suite number, if applicable, in effect for the November 03, 2020 election. This notice shall be written in both the English and Spanish languages. IV. ELECTION JUDGES, CLERKS, AND OTHER ELECTION PERSONNEL Denton County shall be responsible for the appointment of the presiding judge and alternate judge for each polling location. The Elections Administrator shall make emergency appointments of election officials if necessary. Upon request by the Elections Administrator, each participating authority agrees to assist in recruiting polling place officials who are bilingual (fluent in both English and Spanish). In compliance with the Federal Voting Rights Act of 1965, as amended, each polling place containing more than 5% Hispanic population as determined by the 2010 Census shall have one or more election officials who are fluent in both the English and Spanish languages. If a presiding judge is not bilingual, and is unable to appoint a bilingual clerk, the Elections Administrator may recommend a bilingual worker for the polling place. If the Elections Administrator is unable to recommend or recruit a bilingual worker, the participating authority or authorities served by that polling place shall be responsible for recruiting a bilingual worker for translation services at that polling place. The Elections Administrator shall notify all election judges of the eligibility requirements of Subchapter C of Chapter 32 of the Texas Election Code, and will take the necessary steps to insure that all election judges appointed for the Joint Election are eligible to serve. The Elections Administrator shall arrange for the training and compensation of all election judges and clerks. The Election judges and clerks who attend in-person voting equipment training and/or procedures training, shall be compensated at the rate of $10 an hour. Election judges and clerks that elect to complete online training shall be compensated as a rate of a flat $30. In the event that as election judge or clerk completes both in-person and online training, they shall be compensated for the training resulting in the highest pay and will not be compensated for both trainings. Page 3 of 15 551 The Elections Administrator shall arrange for the date, time, and place for presiding election judges to pick up their election supplies. Each presiding election judge will be sent a letter from the Elections Administrator notifying them of their appointment, the dates/times and locations of training and distribution of election supplies, and the number of election clerks that the presiding judge may appoint. Each election judge and clerk will receive compensation at the hourly rate established by Denton County pursuant to Texas Election Code Section 32.091 . The election judge, or their designee, will receive an additional sum of $25.00 for picking up the election supplies and equipment prior to Election Day and for returning the supplies and equipment to the central counting station after the polls close. Likewise, the Lead Clerk in Early Voting, or their designee, will receive an additional sum of $25.00 for picking up the election supplies prior to the first day of Early Voting and for returning the supplies and equipment to the Elections Department after Early Voting has ended. The compensation rates established by Denton County are: Early Voting-Lead Clerk ($12/ hour), Clerk ($1 0/ hour) Election Day-Presiding Judge ($12/hour), Alternate Judge ($11 I hour), Clerk ($1 0/ hour) The Elections Administrator may employ other personnel necessary for the proper administration of the election, as well as, pre and post election administration. In such cases, costs shall be pro-rated among participants of this contract. Part-time help is included as is necessary to prepare for the election, to ensure the timely delivery of supplies during Early Voting and on Election Day, and for the efficient tabulation of ballots at the central counting station. Part-time personnel working in support of the Early Voting Ballot Board and/or central counting station on election night will be compensated at the hourly rate set by Denton County in accordance with Election Code Sections 87.005, 127.004, and 127.006. If elections staff is required outside of the hours of the office's normal scope of business, the entity(ies) responsible for the hours will be billed for those hours. The Elections Administrator will determine when those hours are necessary, the number of staff and whom are necessary, along with to whom the hours are to be billed. Cost for these hours will be billed at a rate of 1.5 times the staff's hourly rate (See Sections XV #1 0). The Election Administrator has the right to waive these costs as they see fit. V. PREPARATION OF SUPPLIES AND VOTING EQUIPMENT The Elections Administrator shall arrange for all election supplies and voting equipment including, but not limited to, the County's Verity voting system and equipment, official ballots, sample ballots, voter registration lists, and all forms, signs, maps and other materials used by the election judges at the voting locations. The Elections Administrator shall ensure availability of tables and chairs at each polling place and shall procure rented tables and chairs for those polling places that do not Page 4 of 15 552 have tables and/or chairs. Any additional required materials {required by the Texas Election Code) must be provided by the participating authorities, and delivered to the Elections Office thirty-three (33) calendar days (October 1, 2020) prior to Election Day. If this deadline is not met, the material must be delivered by the participating authorities, to all Early Voting and Election Day locations affected, prior to voting commencing. The Elections Administrator shall be responsible for conducting all required testing of the voting equipment, as required by Chapters 127 and 129 of the Texas Election Code. At each polling location, joint participants shall share voting equipment and supplies to the extent possible. The participating authorities shall share a mutual ballot in those precincts where jurisdictions overlap. Multiple ballot styles shall be available in those shared polling places where jurisdictions do not overlap. The Elections Administrator shall provide the necessary voter registration information, maps, instructions, and other information needed to enable the election judges in the voting locations that have more than one ballot style to conduct a proper election. Each participating authority shall furnish the Elections Administrator a list of candidates and/or propositions showing the order and the exact manner in which the candidate names and/or proposition(s) are to appear on the official ballot (including titles and text in each language in which the authority's ballot is to be printed). Said list must be provided to the Elections Office within three (3) business days following the last day to file for a place on the ballot or after the election is ordered, whichever is later. Said list must be in a Word document, the information must be in an upper and lower case format, be in Arial 12 point font, and contain candidate contact information for the purposes of verifying the pronunciation of each of the candidates' names. Each participating authority shall be responsible for proofreading and approving the ballot insofar as it pertains to that authority's candidates and/or propositions. Each participating authority shall be responsible for proofing and approving the audio recording ofthe ballot insofar as it pertains to that authority's candidates and/or propositions. The approvals must be finalized with the Elections Office within five (5) calendar days of receipt of the proofs, or the provided proofs shall be considered approved. The joint election ballots shall list the County's election first. The joint election ballots that contain ballot content for more than one joint participant because of overlapping territory shall be arranged with the appropriate school district ballot content appearing on the ballot following the County's election, followed by the appropriate city ballot content, and followed by the appropriate water district or special district ballot content. Early Voting by personal appearance and on Election Day shall be conducted exclusively on Denton County's Verity voting system including provisional ballots. The Elections Administrator shall be responsible for the preparation, testing, and delivery of the voting equipment for the election as required by the Election Code. The Elections Administrator shall conduct criminal background checks on the relevant employees Page 5 of 15 553 upon hiring as required by Election Code 129.051 (g). VI. EARLY VOTING The participating authorities agree to conduct joint early voting and to appoint the Election Administrator as the Early Voting Clerk in accordance with Sections 31.097 and 271.006 of the Texas Election Code. Each participating authority agrees to appoint the Elections Administrator's permanent county employees as deputy early voting clerks. The participating authorities further agree that the Elections Administrator may appoint other deputy early voting clerks to assist in the conduct of early voting as necessary, and that these additional deputy early voting clerks shall be compensated at an hourly rate set by Denton County pursuant to Section 83.052 of the Texas Election Code. Deputy early voting clerks who are permanent employees of the Denton County Elections Administrator or any participating authorities shall serve in that capacity without additional compensation. Early Voting by personal appearance will be held at the locations, dates, and times listed within Exhibit A of this document. Any qualified voter of the Joint Election may vote early by personal appearance at any one of the joint early voting locations. All requests for Temporary Early Voting Locations will be considered, and determined based on the availability of sites and if it is within the Election Code parameters. All costs for temporary sites including coverage by Election Administration staff will be borne by the requesting authority. The Elections Administrator will determine when those hours are necessary, the number of staff and whom are necessary, along with to whom the hours are to be billed. Cost for these hours will be billed at a rate of 1.5 times the staff's hourly rate (See Sections XV #1 0). The Election Administrator has the right to waive these costs as they see fit. As Early Voting Clerk, the Elections Administrator shall receive applications for early voting ballots to be voted by mail in accordance with Chapters 31 and 86 of the Texas Election Code. Any requests for early voting ballots to be voted by mail received by the participating authorities shall be forwarded immediately by fax or courier to the Elections Administrator for processing. The address of the Early Voting Clerk is as follows: Frank Phillips, Early Voting Clerk Denton County Elections PO Box 1720 Denton, TX 76202 Email: elections@dentoncounty.com Any requests for early voting ballots to be voted by mail, and the subsequent actual voted ballots that are sent by a contract carrier (ie. UPS, FedEx, etc.) shall be delivered to the Early Voting Clerk at the Denton County Elections Department physical address as follows: Frank Phillips, Early Voting Clerk Page 6 of 15 554 Denton County Elections 701 Kimberly Drive, Suite A 1 01 Denton, TX 76208 Emai I: elections@dentoncounty .com The Elections Administrator shall post on the county website, the participating authority's Early Voting Roster on a daily basis. In accordance with Section 87.121 of the Election Code, the daily roster showing the previous day's early voting activity will be posted no later than 11 :00 AM each business day. VII. EARLY VOTING BALLOT BOARD Denton County shall appoint the Presiding Judge of an Early Voting Ballot Board (EVBB) to process early voting results from the Joint Election. The Presiding Judge, with the assistance of the Elections Administrator, shall appoint two or more additional members to constitute the EVBB. The Elections Administrator shall determine the number of EVBB members required to efficiently process the early voting ballots. VIII. CENTRAL COUNTING STATION AND ELECTION RETURNS The Elections Administrator shall be responsible for establishing and operating the central counting station to receive and tabulate the voted ballots in accordance with the provisions of the Texas Election Code and of this agreement. The participating authorities hereby, in accordance with Section 127.002,127.003, and 127.005 of the Texas Election Code, appoint the following central counting station officials: Counting Station Manager: Brandy Grimes, Deputy Elections Administrator Tabulation Supervisor: Jason Slonaker, Technology Resources Coordinator Presiding Judge: Early Voting Ballot Board Judge Alternate Judge: Early Voting Ballot Board Alternate Judge The counting station manager or their representative shall deliver timely cumulative reports of the election results as precincts report to the central counting station and are tabulated by posting on the Election Administrator's Election Night Results website. The manager shall be responsible for releasing unofficial cumulative totals and precinct returns from the election to the joint participants, candidates, press, and general public by distribution of hard copies at the central counting station (if requested) and by posting to the Election Administrator's Election Night Results website. To ensure the accuracy of reported election returns, results printed on the tapes produced by Denton County's voting equipment will not be released to the participating authorities at the remote collection sites or by phone from individual polling locations. The Elections Administrator will prepare the unofficial canvass reports after all precincts have been counted, and will deliver a copy of the unofficial canvass to each participating authority as soon as Page 7 of 15 555 possible after all returns have been tabulated. The Elections Administrator will include the tabulation and precinct returns that are required by Texas Election Code Section 67.004 for the participating authorities to conduct their respective canvasses. Each participating authority shall be responsible for the official canvass of its respective election(s), and shall notify the Elections Administrator, or their designee, of the date of the canvass, no later than three days after Election Day. The Elections Administrator shall be responsible for conducting the post-election manual recount required by Section 127.201 of the Texas Election Code unless a waiver is granted by the Secretary of State. Notification and copies of the recount, if waiver is denied, will be provided to each participating authority for uploading, by each participating authority, to the Secretary of State's Office. IX. PARTICIPATING AUTHORITIES WITH TERRITORY OUTSIDE DENTON COUNTY Each participating authority with territory containing population outside of Denton County agrees that the Elections Administrator shall administer only the Denton County portion of those elections. X. RUNOFF ELECTIONS Each participating authority shall have the option of extending the terms of this agreement through its runoff election, if applicable. In the event of such runoff election, the terms of this agreement shall automatically extend unless the participating authority notifies the Elections Administrator in writing within three (3) business days of the original election. Each participating authority shall reserve the right to reduce the number of early voting locations and/or Election Day voting locations in a runoff election. Each participating authority agrees to order any runoff election(s) at its meeting for canvassing the votes from the November 03,2020 election and to conduct its drawing for ballot positions at or immediately following such meeting in order to expedite preparations for its runoff election. Each participating authority eligible to hold runoff elections agrees that the date of the runoff election, if necessary, shall be Tuesday, December 8, 2020, with early voting being held in accordance with the Election Code. XI. ELECTION EXPENSES AND ALLOCATION OF COSTS The participating authorities agree to share the costs of administering the Joint Election. Allocation of the costs, unless specifically stated otherwise, is mutually agreed to be shared according to a formula, which is based on the number of registered voters within the district per Elections Day polling place. Costs for polling places shared by more than one participating authority shall be pro- rated among the participants utilizing that polling place. It is agreed that the charges for Election Day judges and clerks and Election Day polling place rental Page 8 of 15 556 fees shall be directly charged to the appropriate participating authority rather than averaging those costs among all participants. If a participating authority's election is conducted at more than one Election Day polling place, there shall be no charges or fees allocated to the participating authority for the cost of the Election Day polling place in which the authority has fewer than 50% of the total registered voters served by that polling place, except that if the number of registered voters in all of the authority's polling places is less than the 50% threshold, the participating authority shall pay a pro-rata share of the cost associated with the polling place where it has the greatest number of registered voters. Costs for Early Voting by Personal Appearance shall be allocated based upon the actual costs associated with each early voting site. Each participating authority shall be responsible for an equal portion of the actual costs associated with the early voting sites located within their jurisdiction. Participating authorities that do not have a regular (non-temporary) early voting site within their jurisdiction shall pay an equal portion of the nearest regular early voting site. Costs for Early Voting by mail shall be allocated according to the actual number of ballots mailed to each participating authority's voters. Cost for all in-person and provisional ballots and Poll Pad paper shall be allocated according to the actual number of ballots issued to each participating authority's voter. Each participating authority agrees to pay the Elections Administrator an administrative fee equal to ten percent (1 0%) of its total billable costs in accordance with Section 31.1 OO(d) of the Texas Election Code. The Denton County Elections Administrator shall deposit all funds payable under this contract into the appropriate fund(s) within the county treasury in accordance with Election Code Section 31.100. The Denton County Elections Administrator reserves the right to adjust the above formulas in agreement with an individual jurisdiction if the above formula results in a cost allocation that is inequitable. If any participating authority makes a special request for extra Temporary Branch Early Voting by Personal Appearance locations as provided by the Texas Election Code, that entity agrees to pay the entire cost for that request. Participating authorities having the majority of their voters in another county and/or fewer than 500 registered voters in Denton County, and that do not have an Election Day polling place or early voting site within their Denton County territory shall pay a flat fee of $400 for election expenses. Election expenses, including but not limited to, overtime charges for Election Office staff, and any unforeseen expenses needed to conduct the election, will be borne by the participating authority or authorities, affected. Page 9 of 15 557 XII. WITHDRAWAL FROM CONTRACT DUE TO CANCELLATION OF ELECTION Any participating authority may withdraw from this agreement and the Joint Election should it cancel its election in accordance with Sections 2.051 -2.053 of the Texas Election Code. The withdrawing authority is fully liable for any expenses incurred by the Denton County Elections Administrator on behalf of the authority plus an administrative fee of ten percent (1 0%) of such expenses. Any monies deposited with the Elections Administrator by the withdrawing authority shall be refunded, minus the aforementioned expenses and administrative fees, if applicable. It is agreed that any of the joint election early voting sites that are not within the boundaries of one or more of the remaining participating authorities, with the exception of the early voting site located at the Denton County Elections Building, may be dropped from the joint election unless one or more of the remaining participating authorities agreed to fully fund such site(s). In the event that any early voting site is eliminated under this section, as addendum to the contract shall be provided to the remaining participants within five days after notification of all intents to withdraw have been received by the Elections Administrator. XIII. RECORDS OF THE ELECTION The Elections Administrator is hereby appointed general custodian of the voted ballots and all records of the Joint Election as authorized by Section 271 .010 of the Texas Election Code. Access to the election records shall be available to each participating authority, as well as, to the public in accordance with applicable provisions of the Texas Election Code and the Texas Public Information Act. The election records shall be stored at the offices of the Elections Administrator or at an alternate facility used for storage of county records. The Elections Administrator shall ensure that the records are maintained in an orderly manner so that the records are clearly identifiable and retrievable. Records of the election shall be retained and disposed of in accordance with the provisions of Section 66.058 of the Texas Election Code. If records of the election are involved in any pending election contest, investigation, litigation, or open records request, the Elections Administrator shall maintain the records until final resolution or until final judgment, whichever is applicable. It is the responsibility of each participating authority to bring to the attention of the Elections Administrator any notice of pending election contest, investigation, litigation or open records request which may be filed with the appropriate participating authority. XIV. RECOUNTS A recount may be obtained as provided by Title 13 of the Texas Election Code. By signing this document, the presiding officer of the contracting participating authorities agree that any recount shall take place at the offices of the Elections Administrator, and that the Elections Administrator shall serve as Recount Supervisor, and the participating authority's official or employee who Page 10 of 15 558 performs the duties of a secretary under the Texas Election Code shall serve as Recount Coordinator. The Elections Administrator agrees to provide advisory services to each participating authority as necessary to conduct a proper recount. XV. MISCELLANEOUS PROVISIONS 1. It is understood that to the extent space is available, other districts and political subdivisions may wish to participate in the use of the County's election equipment and voting places, and it is agreed that the Elections Administrator may contract with such other districts or political subdivisions for such purposes and that in such event there may be an adjustment of the pro- rata share to be paid to the County by the participating authorities. 2. The Elections Administrator shall file copies of this document with the Denton County Treasurer and the Denton County Auditor in accordance with Section 31.099 of the Texas Election Code. 3. Nothing in this contract prevents any party from taking appropriate legal action against any other party and/or other election personnel for a breach of this contract or a violation of the Texas Election Code. 4. This agreement shall be construed under and in accord with the laws of the State of Texas, and all obligations of the parties created hereunder are performable in Denton County, Texas. 5. In the event that one of 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 hereof and this agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. 6. All parties shall comply with all applicable laws, ordinances, and codes of the State of Texas, all local governments, and any other entities with local jurisdiction. 7. The waiver by any party of a breach of any provision of this agreement shall not operate as or be construed as a waiver of any subsequent breach. 8. Any amendments of this agreement shall be of no effect unless in writing and signed by all parties hereto. 9. Failure for a participating authority to meet the deadlines as outline in this contract may result in additional charges, including but not limited to, overtime charges, etc. Page 11 of 15 559 10. Elections Staffing Hourly Rate (includes all benefit pay): Absentee Voting Coordinator Voter Registration Clerk Technology Resources Coordinator Elections Technician Voter Registration Coordinator Training Coordinator Election Coordinator $40.028 $30.072-$33.303 $43.283 $30.525-$34.768 $37.508 $41.905 $34.768 11 . Nonperformance of either party shall be excused, and the nonperforming party shall have no liability to the other party, to the extent that performance is rendered impossible by any act of God, storm, fire, flood, casualty, unanticipated work stoppage, strike, lock out labor dispute, civic disturbance, riot, war, national emergency, governmental acts or orders or other restrictions, act of public enemy, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control of and is not caused by the negligence of the performing party. If a party is prevented from performing its obligations by an event of force majeure, then either party may terminate this agreement by written notice to the other party. XVI. COST ESTIMATES AND DEPOSIT OF FUNDS The total estimated obligation for each participating authority under the terms of this agreement is listed below. The exact amount of each participating authority's obligation under the terms of this agreement shall be calculated after the November 03, 2020 election (or runoff election, if applicable). The participating authority's obligation shall be paid to Denton County within 30 days after the receipt of the final invoice from the Denton County Elections Administrator. The total estimated obligation for each participating authority under the terms of this agreement shall be provided as soon as practicable. The total estimated obligation for each participating authority under the terms of this agreement shall be as follows: Political subdivision ARGYLE ARGYLE ETJ Actual # Billed # Estimated Deposit Polls Polls Cost 0.33 $6,330.54 0.33 $6,091.36 Page12of 15 Due $0.00 $0.00 560 Actual # Billed # Estimated Deposit Political subdivision Polls Polls Cost Due ARGYLE lSD 0.33 $7060.23 $0.00 AUBREY 0.33 $10,318.25 $0.00 BARTONVILLE 1 0.33 $10,180.08 $0.00 BELMONT FWSD #1 1 0.33 $7,568.42 $0.00 CARROLLTON 2 0.83 $21,192.37 $0.00 CARROLL TON-FARMERS BRANCH lSD 3 1.33 $21,238.80 $0.00 CELINA 0.33 $6,078.91 $0.00 COPPELL 1 0.5 $10,934.07 $0.00 COPPER CANYON 1 0.5 $10,978.29 $0.00 CORINTH 1 0.5 $12,645.94 $0.00 CROSS ROADS 1 0.5 $6,980.59 $0.00 DCFWSD 12 0 0.0 $400.00 $0.00 DCFWSD1B 0.5 $11,031.90 $0.00 DENTON 11 5.5 $78,840.83 $0.00 DENTON COUNTY 156 130.96 $1,225,673.44 $0.00 DENTON COUNTY MUD #8 0 0.0 $400.00 $0.00 FLOWER MOUND 1 0.5 $16,950.73 $0.00 FRISCO 4 1.66 $27,203.96 $0.00 FRISCO lSD 4 1.66 $26,287.95 $0.00 FR ISCO WEST WCID 1 0.5 $5,696.90 $0.00 JUSTIN 0.5 $11,104.13 $0.00 KRUM lSD 0.5 $11,523.53 $0.00 LAKE DALLAS lSD 1 0.5 $12,467.15 $0.00 LITTLE ELM lSD 2 1.0 $16,971.13 $0.00 NORTHLAKE 0.33 $7,640.51 $0.00 NORTHWEST lSD 0.33 $13,310.06 $0.00 PILOT POINT 0.33 $7,976.32 $0.00 PILOT POINT lSD 0.33 $7,820.16 $0.00 PONDER 0.33 $7,467.34 $0.00 PONDER lSD 0.33 $7,789.21 $0.00 PROSPER 0.33 $4,964.96 $0.00 PROSPER lSD 0.33 $5,125.89 $0.00 PROVIDENCE VILLAGE 1 0.5 $7,225.45 $0.00 RANCH ATFM 1385 MUD 0 0.0 $400.00 $0.00 ROANOKE 0.5 $10,971.76 $0.00 SANGER 0.5 $11,318.60 $0.00 SLIDELL lSD 0 0.0 $400.00 $0.00 SOUTHLAKE 1 0.33 $6,084.09 $0.00 THE COLONY 1 0.5 $13,328.41 $0.00 Page 13 of 15 561 Actual # Billed # Estimated Deposit Political subdivision Polls Polls Cost Due TROPHY CLUB 1 0.33 $6,866.13 $0.00 TROPHY CLUB MUD NO. 1 1 0.33 $6,6607.35 $0.00 TOTAL 214 139 $1,707,445.74 $0.00 Page 14 of 15 562 XVII. JOINT CONTRACT ACCEPTANCE AND APPROVAL IN TESTIMONY HEREOF, this agreement has been executed on behalf of the parties hereto as follows, to-wit: (1) It has on the 4th day of October, 2020 been executed by the Denton County Elections Administrator pursuant to the Texas Election Code so authorizing; (2) It has on the day of 2020 been executed on behalf of the City of Denton pursuant to an action of the Denton City Council so authorizing; ACCEPTED AND AGREED TO BY DENTON COUNTY ELECTIONS ADMINISTRATOR: APPROVED: Frank Phillips, CERA ACCEPTED AND AGREED TO BY THE CITY OF DENTON, TEXAS: APPROVED: ATIESTED: CHRIS WATIS, MAYOR ROSA RIDS, CITY SECRETARY APPROVED AS TO FORM: 563 DENTON COUNTY EARLY VOTING (VOTACION ADELANTADA DEL CONDADO DE DENTON) NOVEMBER 3, 2020 (3 DE NOVIEMBRE DE 2020) GENERAL AND SPECIAL ELECTIONS (ELECCIONES GENERALES Y ESPECIALES) EARLY VOTING BY PERSONAL APPEARANCE DAYS AND HOURS (DÍAS Y HORAS DE VOTACIÓN TEMPRANO POR APARICIÓN PERSONAL) October (Octubre) 13 - 17 Tuesday - Saturday (Martes – Sábado) 7:00 a.m. – 7:00 p.m. October (Octubre) 18 Sunday (Domingo) 11:00 a.m. – 4:00 p.m. October (Octubre) 19 - 24 Monday - Saturday (Lunes – Sábado) 7:00 a.m. – 7:00 p.m. October (Octubre) 25 Sunday (Domingo) 11:00 a.m. – 4:00 p.m October (Octubre) 26 - 30 Monday - Friday (Lunes - Viernes) 7:00 a.m. – 7:00 p.m. Location (Ubicación) Address (Dirección) Room (Sitio de Votación) City (Ciudad) Zip Code (Código Postal) 1 Argyle Town Hall 308 Denton St. E. Community Room Argyle 76226 2 Aubrey Area Library 226 Countryside Dr. Library Community Room Aubrey 76227 3 Carrollton Public Library 4220 N. Josey Ln. Front Meeting Rooms Carrollton 75010 4 Marie Huie Special Education Center 2115 E. Frankford Rd. Auditorium Carrollton 75007 5 Rosemeade Recreation Center 1330 E. Rosemeade Pkwy. Front Snack Area Carrollton 75007 6 Corinth City Hall 3300 Corinth Pkwy. Council Work Session Room Corinth 76208 7 Steven E. Copeland Government Center 1400 FM 424 Community Room Cross Roads 76227 8 Timberglen Recreation Center 3810 Timberglen Rd. Large Room Dallas 75287 9 Denton Civic Center 321 E. McKinney St. Rotunda Denton 76201 10 Denton County Elections Administration 701 Kimberly Dr. Multipurpose Room Denton 76208 11 Embassy Suites - Denton Convention Center 3100 Town Center Trl. The Arabian Ballroom Denton 76201 12 North Branch Library 3020 N. Locust St. Meeting Room Denton 76209 13 Robson Ranch Clubhouse 9428 Ed Robson Cir. Medina/Bandera Room Denton 76207 14 South Branch Library 3228 Teasley Ln. Program Room Denton 76210 15 University of North Texas - Gateway Center 801 North Texas Blvd. Gateway Center Room 43/47 Denton 76201 16 Denton County Southwest Courthouse 6200 Canyon Falls Dr. Community Room Flower Mound 76226 17 Flower Mound Community Activity Center 1200 Gerault Rd. Chill Zone Flower Mound 75028 18 Flower Mound Senior Center 2701 W. Windsor Dr. Ballrooms A, B, and C Flower Mound 75028 19 Flower Mound Town Hall 2121 Cross Timbers Rd. Pre-Council Room Flower Mound 75028 20 Frisco Fire Station #4 4485 Cotton Gin Rd. Training Room Frisco 75034 21 Frisco Fire Station #6 3535 Eldorado Pkwy. Training Room Frisco 75033 22 Frisco Fire Station #7 330 W. Stonebrook Pkwy. Training Room Frisco 75036 23 Frisco Government Center 5533 FM 423 Conference Room Frisco 75036 24 Hickory Creek Town Hall 1075 Ronald Reagan Ave. Council Chambers and/or Conference Rooms Hickory Creek 75065 25 Highland Village Municipal Complex 1000 Highland Village Rd. Training Room Highland Village 75077 26 Justin Municipal Complex 415 N. College Ave. Council Room Justin 76247 27 Northwest ISD Administration Building 2001 Texan Dr. Curriculum Design Center Room Justin 76247 28 Krum ISD Administration Building 1200 Bobcat Blvd. Board Room Krum 76249 29 Lake Dallas City Hall 212 Main St. Community Room Lake Dallas 75065 30 Lantana Community Center 1301 Haverford Ln. Building Lantana 76226 31 Castle Hills Community Center 2501 Queen Margaret Dr. Banquet Room Lewisville 75056 32 Frederick P. Herring Recreation Center 191 Civic Cir. Common Area Lewisville 75067 33 Hedrick House 1407 Creekview Dr. Open Area Lewisville 75067 34 Macedonia Ministries 702 S. Mill St. Fellowship Hall Lewisville 75057 35 Music City Mall 2401 S. Stemmons Fwy. Space #2106 - The Grand Stage Lewisville 75067 36 Little Elm Community Center 107 Hardwicke Ln. Community Room Little Elm 75068 37 Northlake Town Hall 1500 Commons Cir., Ste. 300 Chamber Room Northlake 76226 38 Pilot Point Senior Center 310 S. Washington St. Exercise Room Pilot Point 76258 39 Ponder Town Hall 102 W. Bailey St. Council Chambers Ponder 76259 40 Roanoke Public Library 308 S. Walnut St. Meeting Rooms A & B Roanoke 76262 41 Sanger Community Center 101 Freese Dr. Meeting Room Sanger 76266 42 Shady Shores Community Center 101 S. Shady Shores Rd. Council Chambers Shady Shores 76208 43 Cascades Conference Center at Fairfield Marriott 5909 Stone Creek Dr. Cascades Ballroom The Colony 75056 564 DENTON COUNTY EARLY VOTING (VOTACION ADELANTADA DEL CONDADO DE DENTON) NOVEMBER 3, 2020 (3 DE NOVIEMBRE DE 2020) GENERAL AND SPECIAL ELECTIONS (ELECCIONES GENERALES Y ESPECIALES) 44 Golf Clubs at the Tribute 1001 Lebanon Rd. Old American Grill The Colony 75056 45 The Colony Annex Building 6804 Main St. Annex Building The Colony 75056 46 Trophy Club MUD No. 1 Building 100 Municipal Dr. Svore Municipal Boardroom Trophy Club 76262 Application for a Ballot by Mail may be downloaded from our website: https://www.votedenton.com/early-voting-by-mail-absentee/ (Solicitud para Boleta por Correo se puede descargar de nuestro sitio web): https://www.votedenton.com/early-voting-by-mail-absentee/ Information by phone: Denton County Elections Administration, 940-349-3200 (Información por teléfono): Administración de Elecciones del Condado de Denton 940-349-3200 Applications for a Ballot by Mail must be submitted between January 1, 2020 and October 23, 2020 by mail, fax or email to: Early Voting Clerk (Secretario De Votación Adelantada) PO Box 1720 Denton, TX 76202 Fax: 940-349-3201 Email: elections@dentoncounty.com Note: effective December 1, 2017 - If an Application for Ballot by Mail is submitted by fax or e-mail the original application must also be mailed and received by the Early Voting Clerk no later than the 4th business day after receipt of the faxed or e-mailed copy. (Solicitudes para una Boleta por Correo pueden ser sometidas entre el 1 de Enero de 2020 y 23 de Octubre de 2020 por correo, fax o por correo electrónico a: Nota: efectivo el 1 de Diciembre de 2017 - Si una solicitud de boleta por correo se envía por fax o por correo electrónico la solicitud original también debe ser enviada por correo y recibida por el Secretario de votación anticipada no más tarde del cuarto día hábil después de recibir la copia enviada por fax o por correo electrónico.) 565 Precinct (precinto) Location (lugar) Address (dirección) Room (sito de votación) City (ciudad) Zip code (código postal) 1000 Bolivar Baptist Church 6690 FM 455 W.Foyer Sanger 76266 1001 Sanger Indian Gymnasium 207 Acker St.Gymnasium Sanger 76266 1002 Sanger High School 100 Indian Ln.Auxiliary Gymnasium Sanger 76266 1003 Pilot Point Senior Center 310 S. Washington St.Exercise Room Pilot Point 76258 1004 Savannah Clubhouse 701 Savannah Blvd.Ballroom Savannah 76227 1005 Aubrey City Hall 107 S. Main St.City Council Chambers Aubrey 76227 1006 Providence Elementary School 1000 FM 2931 Library Providence Village 76227 1007 Steven E. Copeland Government Center 1400 FM 424 Community Room Cross Roads 76227 1008 Green Valley Baptist Church 9901 FM 428 Fellowship Building Aubrey 76227 1009 Denton Optimist Club Gym 3100 N. Elm St.Gymnasium Denton 76207 1010 Hodge Elementary School 3900 Grant Pkwy.Gymnasium Denton 76208 1011 Ginnings Elementary School 2525 Yellowstone Pl.Gymnasium Denton 76209 1012 Wilson Elementary School 1306 E. Windsor Dr.Science Lab Denton 76209 1013 Serve Denton Center 306 N. Loop 288 Conference Room Denton 76209 1014 Lifeline Church 2800 Pennsylvania Dr.Auditorium Denton 76205 1015 Lifeline Church 2800 Pennsylvania Dr.Auditorium Denton 76205 1016 W. S. Ryan Elementary School 201 W. Ryan Rd.Gymnasium Denton 76210 1017 Lifeline Church 2800 Pennsylvania Dr.Auditorium Denton 76205 1018 South Branch Library 3228 Teasley Ln.Program Room Denton 76210 1019 Church of Jesus Christ of Latter-Day Saints 4501 Teasley Ln.Gymnasium Denton 76210 1020 Lake Sharon Community Church 2650 Oakmont Dr.Fellowship Hall Corinth 76210 1021 Victory Life Church 1501 FM 2181 Foyer Corinth 76210 1022 American Eagle Harley Davidson 5920 I35E Mezzanine Corinth 76210 1023 Corinth City Hall 3300 Corinth Pkwy.Council Work Session Room Corinth 76208 1024 Shady Shores Community Center 101 S. Shady Shores Rd.Council Chambers Shady Shores 76208 1025 Oak Point City Hall 100 Naylor Rd.Community Room Oak Point 75068 1026 Braswell High School 26750 E. University Dr.East Fieldhouse - classroom Aubrey 76227 1027 Bell Elementary School 601 Villa Paloma Blvd.Gymnasium Little Elm 75068 1028 Miller Elementary School 300 Cypress Hill Dr.Gymnasium Little Elm 75068 1029 Boals Elementary School 2035 Jaguar Dr.Library Frisco 75033 1030 Fisher Elementary School 2500 Old Orchard Rd.Library Frisco 75033 1031 Frisco ISD Transportation West Facility 10701 Dallas Pkwy.Foyer Frisco 75033 1032 Pioneer Heritage Middle School 1649 High Shoals Dr.Auxiliary Gymnasium Frisco 75036 1033 Pearson Middle School 2323 Stonebrook Pkwy.Auxiliary Gymnasium Frisco 75036 1034 Frisco Government Center 5533 FM 423 Conference Room Frisco 75036 1035 Hicks Elementary School 3651 Compass Dr.Gymnasium Frisco 75034 1036 Frisco Fire Station #7 330 W. Stonebrook Pkwy.Training Room Frisco 75036 1037 Aubrey Area Library 226 Countryside Dr.Library Community Room Aubrey 76227 1038 Corinth City Hall 3300 Corinth Pkwy.Council Work Session Room Corinth 76208 GENERAL AND SPECIAL ELECTIONS - ELECTION DAY BY PERSONAL APPEARANCE LOCATIONS (LUGARES DE VOTACIÓN EN EL DÍA DE ELECCIÓN POR APARICIÓN PERSONAL DEL ELECCIONES GENERALES Y ESPECIALES DEL 2020) November 3, 2020 -- 7:00 am - 7:00 pm (3 de noviembre de 2020 -- 7:00 am - 7:00 pm) 566 Precinct (precinto) Location (lugar) Address (dirección) Room (sito de votación) City (ciudad) Zip code (código postal) GENERAL AND SPECIAL ELECTIONS - ELECTION DAY BY PERSONAL APPEARANCE LOCATIONS (LUGARES DE VOTACIÓN EN EL DÍA DE ELECCIÓN POR APARICIÓN PERSONAL DEL ELECCIONES GENERALES Y ESPECIALES DEL 2020) November 3, 2020 -- 7:00 am - 7:00 pm (3 de noviembre de 2020 -- 7:00 am - 7:00 pm) 1039 Shady Shores Community Center 101 S. Shady Shores Rd.Council Chambers Shady Shores 76208 1040 Purefoy Elementary School 11880 Teel Pkwy.Gymnasium Frisco 75033 1041 Navo Middle School 1701 Navo Rd.Small Gymnasium Aubrey 76227 1042 Aubrey City Hall 107 S. Main St.City Council Chambers Aubrey 76227 1043 Aubrey City Hall 107 S. Main St.City Council Chambers Aubrey 76227 1044 St. Martin de Porres Catholic Church 3990 W. University Dr.Parish Hall Prosper 75078 1045 Krugerville City Hall 5097 Hwy 377 Council Chambers Krugerville 76227 1046 McNair Elementary School 1212 Hickory Creek Rd.Gymnasium Denton 76210 1047 Living Word Baptist Church 2315 Oak Grove Pkwy.Fellowship Hall Little Elm 75068 1048 Lakewood Village Town Hall 100 Highridge Dr.Council Chambers Little Elm 75068 1049 Trent Middle School 13131 Coleto Creek Dr.Foyer Frisco 75033 1050 Trent Middle School 13131 Coleto Creek Dr.Foyer Frisco 75033 1051 Griffin Middle School 3703 Eldorado Pkwy.Room 201 - Percussion Room Frisco 75033 1052 Frisco Fire Station #4 4485 Cotton Gin Rd.Training Room Frisco 75034 1053 Sanger Community Center 101 Freese Dr.Meeting Room Sanger 76266 1054 Bell Elementary School 601 Villa Paloma Blvd.Gymnasium Little Elm 75068 1055 Stafford Middle School 2288 Little River Dr.Auxiliary Gymnasium Frisco 75033 1056 Hicks Elementary School 3651 Compass Dr.Gymnasium Frisco 75034 1057 Hackberry City Hall 119 Maxwell Rd.City Hall Frisco 75036 2000 McWhorter Elementary School 3678 Timberglen Rd.Gymnasium Dallas 75287 2001 Timberglen Recreation Center 3810 Timberglen Rd.Large Room Dallas 75287 2002 Long Middle School 2525 Frankford Rd.Gymnasium Dallas 75287 2003 Thompson Elementary School 2915 Scott Mill Rd.Gymnasium Carrollton 75007 2004 Redeemer Evangelical Covenant Church 1518 E. Frankford Rd.Fellowship Hall Carrollton 75007 2005 Kent Elementary School 1800 W. Rosemeade Pkwy.Gymnasium Carrollton 75007 2006 Victory Assembly of God Church 1133 W. Hebron Pkwy.Sanctuary Carrollton 75010 2007 Creek Valley Middle School 4109 Creek Valley Blvd.Gymnasium Carrollton 75010 2008 Polser STEM Academy 1520 Polser Rd.Gymnasium Carrollton 75010 2009 Rosemeade Recreation Center 1330 E. Rosemeade Pkwy.Front Snack Area Carrollton 75007 2010 Davis Elementary School 3205 Dorchester Dr.Cafeteria Carrollton 75007 2011 Marie Huie Special Education Center 2115 E. Frankford Rd.Auditorium Carrollton 75007 2012 Hebron 9th Grade Center 4211 Plano Pkwy.Gymnasium Carrollton 75010 2013 Homestead Elementary School 1830 E. Branch Hollow Dr.Gymnasium Carrollton 75007 2014 Homestead Elementary School 1830 E. Branch Hollow Dr.Gymnasium Carrollton 75007 2015 Arbor Creek Middle School 2109 Arbor Creek Dr.Gymnasium Carrollton 75010 2016 Carrollton Public Library 4220 N. Josey Ln.Front Meeting Room Carrollton 75010 2017 Castle Hills Community Center 2501 Queen Margaret Dr.Banquet Room Lewisville 75056 2018 Lewisville Fire Station #8 3300 Lakewood Hills Dr.Portable Lewisville 75056 2019 Prestonwood Baptist Church 6801 W. Park Blvd.Atrium Plano 75093 567 Precinct (precinto) Location (lugar) Address (dirección) Room (sito de votación) City (ciudad) Zip code (código postal) GENERAL AND SPECIAL ELECTIONS - ELECTION DAY BY PERSONAL APPEARANCE LOCATIONS (LUGARES DE VOTACIÓN EN EL DÍA DE ELECCIÓN POR APARICIÓN PERSONAL DEL ELECCIONES GENERALES Y ESPECIALES DEL 2020) November 3, 2020 -- 7:00 am - 7:00 pm (3 de noviembre de 2020 -- 7:00 am - 7:00 pm) 2020 Prestonwood Baptist Church 6801 W. Park Blvd.Atrium Plano 75093 2021 Cascades Conference Center at Fairfield Marriott 5909 Stone Creek Dr.Cascades Ballroom The Colony 75056 2022 First Baptist Church - The Colony 4800 S. Colony Blvd.Foyer The Colony 75056 2023 Morningside Elementary School 6350 Paige Rd.Gymnasium The Colony 75056 2024 Owen Elementary School 5640 Squires Dr.Cafeteria The Colony 75056 2025 The Colony Annex Building 6804 Main St.Annex Building The Colony 75056 2026 Ethridge Elementary School 6001 Ethridge Dr.Gymnasium The Colony 75056 2027 Prestwick STEM Academy 3101 Stonefield Music Room The Colony 75056 2028 Little Elm Recreation Center 303 Main St.Gymnasium Little Elm 75068 2029 New Life Community Church 25631 Smotherman Rd.Gymnasium Frisco 75033 2030 Cesar E. Chavez Elementary School 2600 Hart Rd.Gymnasium Little Elm 75068 2031 Sidekicks Martial Arts 2765 E. Eldorado Pkwy., Ste. 205 Main Floor Little Elm 75068 2032 Little Elm High School 1900 Walker Ln.Library Little Elm 75068 2033 Horizon Unitarian Universalist Church 1641 W. Hebron Pkwy.Fellowship Hall Carrollton 75010 2034 Career Center East 2553 FM 544 Lecture Hall 1 and 2 Lewisville 75056 2035 Hackberry Elementary School 7200 Snug Harbor Cir.Music Room Frisco 75036 2036 Career Center East 2553 FM 544 Lecture Hall 1 and 2 Lewisville 75056 2096 Career Center East 2553 FM 544 Lecture Hall 1 and 2 Lewisville 75056 2097 Career Center East 2553 FM 544 Lecture Hall 1 and 2 Lewisville 75056 2098 Lewisville Fire Station #8 3300 Lakewood Hills Dr.Portable Lewisville 75056 2099 Prestonwood Baptist Church 6801 W. Park Blvd.Atrium Plano 75093 3000 Lake Dallas City Hall 212 Main St.Community Room Lake Dallas 75065 3001 Hickory Creek Town Hall 1075 Ronald Reagan Ave.Council Chambers and/or Conference Rooms Hickory Creek 75065 3002 McAuliffe Elementary School 2300 Briarhill Blvd.Gymnasium Highland Village 75077 3003 Heritage Elementary School 100 Barnett Blvd.Gymnasium Highland Village 75077 3004 Briarhill Middle School 2100 Briarhill Blvd.Small Gymnasium Highland Village 75077 3005 Highland Village Municipal Complex 1000 Highland Village Rd.Training Room Highland Village 75077 3006 Valley Ridge Elementary School 1604 N. Garden Ridge Blvd.Gymnasium Lewisville 75077 3007 Killough High School 1301 N. Summit Ave.Small Gymnasium Lewisville 75077 3008 Garden Ridge Church of Christ 102 N. Garden Ridge Blvd.Fellowship Center Lewisville 75067 3009 Frederick P. Herring Recreation Center 191 Civic Cir.Common Area Lewisville 75067 3010 Hedrick Middle School 1526 Bellaire Blvd.Community Room Lewisville 75067 3011 Lewisville High School 1098 W. Main St.Auditorium Foyer Lewisville 75067 3012 Hedrick House 1407 Creekview Dr.Open Area Lewisville 75067 3013 Thrive 1950 S. Valley Pkwy.Dogwood 3 Lewisville 75067 3014 Creekside Elementary School 901 Valley View Dr.Cafeteria Lewisville 75067 3015 Durham Middle School 2075 Edmonds Ln.Big Gymnasium Lewisville 75067 3016 Vista Ridge Bible Fellowship 2345 S. SH 121 Bus.Auditorium Lewisville 75067 3017 The Barricade 101 E. Southwest Pkwy., Ste. 101 Front Lobby Lewisville 75067 568 Precinct (precinto) Location (lugar) Address (dirección) Room (sito de votación) City (ciudad) Zip code (código postal) GENERAL AND SPECIAL ELECTIONS - ELECTION DAY BY PERSONAL APPEARANCE LOCATIONS (LUGARES DE VOTACIÓN EN EL DÍA DE ELECCIÓN POR APARICIÓN PERSONAL DEL ELECCIONES GENERALES Y ESPECIALES DEL 2020) November 3, 2020 -- 7:00 am - 7:00 pm (3 de noviembre de 2020 -- 7:00 am - 7:00 pm) 3018 Macedonia Ministries 702 S. Mill St.Fellowship Hall Lewisville 75057 3019 Music City Mall 2401 S. Stemmons Fwy.Space #2106 - The Grand Stage Lewisville 75067 3020 Responsive Education Solutions of Lewisville 1301 Waters Ridge Dr.Conference Room A Lewisville 75057 3021 Medical City Lewisville Grand Theater 100 N. Charles St.Black Box Lewisville 75057 3022 Music City Mall 2401 S. Stemmons Fwy.Space #2106 - The Grand Stage Lewisville 75067 3023 Vista Ridge Bible Fellowship 2345 S. SH 121 Bus.Auditorium Lewisville 75067 3024 Flower Mound Community Activity Center 1200 Gerault Rd.Chill Zone Flower Mound 75028 3025 Live Oak Church 1011 Surrey Ln., Building 300 Worship Center Flower Mound 75022 3026 Garden Ridge Elementary School 2220 S. Garden Ridge Blvd.Gymnasium Flower Mound 75028 3027 Donald STEM Academy 2400 Forest Vista Dr.Gymnasium Flower Mound 75028 3028 Flower Mound Town Hall 2121 Cross Timbers Rd.Jody Smith Hall Flower Mound 75028 3029 Flower Mound First Baptist Church 1901 Timber Creek Rd.Building A - Fellowship Hall Flower Mound 75028 3030 Lamar Middle School 4900 Timber Creek Rd.Small Gymnasium Flower Mound 75028 3031 Marcus High School 5707 Morriss Rd.Library Flower Mound 75028 3032 Responsive Education Solutions of Lewisville 1301 Waters Ridge Dr.Conference Room A Lewisville 75057 3033 Water Works Reception Hall 4040 River Walk Dr.Reception Flower Mound 75028 3098 Thrive 1950 S. Valley Pkwy.Dogwood 3 Lewisville 75067 3099 Music City Mall 2401 S. Stemmons Fwy.Space #2106 - The Grand Stage Lewisville 75067 4000 Krum ISD Administration Building 1200 Bobcat Blvd.Board Room Krum 76249 4001 Plainview Baptist Church 12215 FM 1173 The Family Life Center or Fellowship Hall Krum 76249 4002 Ponder Town Hall 102 W. Bailey St.Council Chambers Ponder 76259 4003 Robson Ranch Clubhouse 9428 Ed Robson Cir.Patriot Room Denton 76207 4004 Friendship Church 3813 W. University Dr.Fellowship Hall Denton 76207 4005 North Lakes Recreation Center 2001 W. Windsor Dr.Multipurpose Room B Denton 76207 4006 North Branch Library 3020 N. Locust St.Meeting Room Denton 76209 4007 Embassy Suites - Denton Convention Center 3100 Town Center Trl.The Arabian Ballroom Denton 76201 4008 Denton ISD Stephens Central Administration Building 1307 N. Locust St.Board Room Denton 76201 4009 Denton Civic Center 321 E. McKinney St.Rotunda Denton 76201 4010 Alexander Elementary School 800 Mack Dr.Cafeteria Denton 76209 4011 Martin Luther King Jr. Recreation Center 1300 Wilson St.Ammons A & B Denton 76205 4012 Pecan Creek Elementary School 4400 Lakeview Blvd.Gymnasium Denton 76208 4013 Denton ISD Stephens Central Administration Building 1307 N. Locust St.Board Room Denton 76201 4014 Springhill Suites by Marriott 1434 Centre Place Dr.Meeting Room Denton 76205 4015 McMath Middle School 1900 Jason Dr.Gold Gymnasium Denton 76205 4016 Harpool Middle School 9601 Stacee Ln.Small Gymnasium Lantana 76226 4017 Argyle Town Hall 308 Denton St. E.Community Room Argyle 76226 4018 Harpool Middle School 9601 Stacee Ln.Small Gymnasium Lantana 76226 4019 Copper Canyon Town Hall 400 Woodland Dr.Town Hall Copper Canyon 75077 4020 Copper Canyon Town Hall 400 Woodland Dr.Town Hall Copper Canyon 75077 569 Precinct (precinto) Location (lugar) Address (dirección) Room (sito de votación) City (ciudad) Zip code (código postal) GENERAL AND SPECIAL ELECTIONS - ELECTION DAY BY PERSONAL APPEARANCE LOCATIONS (LUGARES DE VOTACIÓN EN EL DÍA DE ELECCIÓN POR APARICIÓN PERSONAL DEL ELECCIONES GENERALES Y ESPECIALES DEL 2020) November 3, 2020 -- 7:00 am - 7:00 pm (3 de noviembre de 2020 -- 7:00 am - 7:00 pm) 4021 Bartonville Town Hall 1941 E. Jeter Rd.Council Room Bartonville 76226 4022 Crossroads Bible Church 8101 Justin Rd.Café Area/Lobby Double Oak 75077 4023 Downing Middle School 5555 Bridlewood Blvd.Big Gymnasium Flower Mound 75028 4024 Flower Mound Senior Center 2701 W. Windsor Dr.Ballrooms A, B & C Flower Mound 75028 4025 Flower Mound High School 3411 Peters Colony Rd.Gymnasium Flower Mound 75022 4026 McKamy Middle School 2401 Old Settlers Rd.Gymnasium Flower Mound 75022 4027 Liberty Elementary School 4600 Quail Run Rd.Gymnasium Flower Mound 75022 4028 Circle R Ranch 5901 Cross Timbers Rd.Wrangler Room Flower Mound 75022 4029 Denton County Southwest Courthouse 6200 Canyon Falls Dr.Community Room Flower Mound 76226 4030 Trophy Club MUD No. 1 Building 100 Municipal Dr.Svore Municipal Boardroom Trophy Club 76262 4031 Trophy Club MUD No. 1 Building 100 Municipal Dr.Svore Municipal Boardroom Trophy Club 76262 4032 Medlin Middle School 601 Parkview Dr.Competition Gym Trophy Club 76262 4033 Roanoke Public Library 308 S. Walnut St.Meeting Rooms A & B Roanoke 76262 4034 Northwest ISD Administration Building 2001 Texan Dr.Curriculum Design Center Room Justin 76247 4035 Northlake Town Hall 1500 Commons Cir., Ste. 300 Chamber Room Northlake 76226 4036 Justin Municipal Complex 415 N. College Ave.Council Room Justin 76247 4037 Denia Recreation Center 1001 Parvin St.Room B Denton 76205 4038 Friendship Church 3813 W. University Dr.Fellowship Hall Denton 76207 4039 Springhill Suites by Marriott 1434 Centre Place Dr.Meeting Room Denton 76205 4040 North Texas Fairgrounds 2217 N. Carroll Blvd.Fair Hall Denton 76201 4041 Pecan Creek Elementary School 4400 Lakeview Blvd.Gymnasium Denton 76208 4042 Krum ISD Administration Building 1200 Bobcat Blvd.Board Room Krum 76249 4043 Adkins Elementary School 1701 Monahan Dr.Gymnasium Lantana 76226 4044 Argyle United Methodist Church 9033 Fort Worth Dr.Portable 1, 7 Denton 76226 4045 University of North Texas - Gateway Center 801 North Texas Blvd.Gateway Center Room 43/47 Denton 76201 4046 Lantana Community Center 1301 Haverford Ln.All Lantana 76226 4047 Roanoke Elementary School 1401 Lancelot Dr.Front Entrance Foyer Roanoke 76262 4048 Texas Motor Speedway - Lone Star Tower 3565 Lone Star Cir.Condominium Clubhouse Forth Worth 76177 4049 One Church 531 John Wiley Rd.Auditorium Justin 76247 570 CONTRACT FOR ELECTION SERVICES ELECTION DATE:2020-11-03POLITICAL SUBDIVISION:DENTON Election Day Multiplier =0.03525641ACTUAL # OF ELECTION DAY POLLS 11BILLED # OF ELECTION DAY POLLS:5.5 Cost Your YourCategoryUnits or description Per Unit Estimate ActualGeneral GEN - Verity Build Usage $400.00 $400.00GEN - EVBB $ $282.05 GEN - Legal Notices $ $1.00GEN - Temporary Support Staff $ $783.83 GEN - Election Dept Staff Overtime $ $0.00GEN - Translation Services $ $0.00 Category Subtotal $1,466.88 $0.00 Early Voting EV - Location Rental/Custodial $0.13 $0.00EV - Ballots $ $2,219.39 EV - Poll Pad Paper $0.007 $119.51EV - Election Supply Carrier $2,515.00 $6,287.50 EV - Equipment Delivery/Pick Up Fee $250.00 $625.00EV - Judge's Equipment Return Fee $25.00 $62.50 EV - Training Materials $6.96 $17.40EV - Blue Tamper Evident Seals $0.00 $0.03 EV - Red Barcoded Seals $0.67 $13.40EV - Mifi Usage $75.98 $189.95EV - Non-Barcoded Seals - 18 days $0.17 $77.35EV - PPE Kit $363.93 $909.83Category Subtotal $10,521.86 $0.00 Absentee ABS - Mail Ballots $1.99 $6,341.90 Category Subtotal $6,341.90 $0.00 Election Day ED - Ballots $0.13 $2,219.39ED - Location Rental/Custodial $ $0.00 ED - Poll Pad Paper $0.007 $119.51ED - Election Supply Carrier $2,515.00 $13,832.50 ED - Training Materials $6.96 $38.28ED - Equipment Delivery/Pick Up Fee $250.00 $1,375.00 ED - Judge's Equipment Return Fee $25.00 $137.50ED - Emergency Kit $4.00 $22.00 ED - Blue Tamper Evident Seals $0.00 $0.07ED - Red Barcoded Seals $0.67 $29.48 ED - Non-Barcoded Seals $0.17 $11.22ED - Mifi Usage $75.98 $417.89 ED - vDrive Delivery Fee $25.00 $137.50ED - PPE Kit $255.00 $1,402.50 Category Subtotal $19,742.84 $0.00 Provisional PRV- Provisional Ballots $0.48 $0.00Category Subtotal $0.00 $0.00 PersonnelEarly Voting Poll Workers $12.00 $28,320.00Election Day Poll Workers $15.00 $5,280.00 Category Subtotal $33,600.00 $0.00 Total Election Expenses ELECTION SUBTOTAL:$71,673.48 $0.00 Flat fees $0.00County Election Services Contract Administration Fee (10%)$7,167.35 $0.00 TOTAL COST OF ELECTION:$78,840.83 $0.00 Additional Charges 571 572 573 574 575 576 ORDINANCE NO. 20-741 AN ORDINANCE AMENDING ORDINANCE NO. 20-264 ORDERING AN ELECTION TO BE HELD IN THE CITY OF DENTON, TEXAS, ON MAY 2, 2020 AND, IF A RUNOFF ELECTION IS REQUIRED, ON JUNE 13, 2020, FOR THE PURPOSE OF ELECTING COUNCIL MEMBERS TO PLACES 5 AND 6 AND ELECTING A MAYOR TO PLACE 7 OF THE CITY COUNCIL OF THE CITY OF DENTON, TO POSTPONE THE DATE OF THE ELECTION; CONFIRMING CANDIDATE FILINGS; PROVIDING DATES FOR VOTER REGISTRATION, APPLICATIONS FOR A BALLOT BY MAIL, AND EARLY VOTING; AUTHORIZING THE CITY MANAGER TO JOIN A PETITION APPROVED BY CITY COUNCIL TO THE GOVERNOR FOR AN ELECTION DATE PRIOR TO NOVEMBER 3, 2020; AUTHORIZING THE CITY MANAGER AND CITY SECRETARY TO COORDINATE WITH THE ELECTIONS ADMINISTRATOR OF DENTON COUNTY AS NECESSARY; PROVIDING A SAVINGS CLAUSE; PROVIDING AN OPEN MEETINGS CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on February 4, 2020, the City Council passed Ordinance No. 20-264 which ordered an election for council members to places 5 and 6 and a mayor to place 7 of the City Council; and WHEREAS, on March 13, 2020, the Mayor declared a state of emergency related to the COVID-19 pandemic; and WHEREAS, on March 17, 2020, the City Council through Ordinance No. 20-721 extended the state of emergency; and WHEREAS, on March 18, 2020, Governor Greg Abbott issued a proclamation, attached hereto as Exhibit "A" (the "Proclamation") suspending Section 41.0052( a) and (b) of the Texas Election Code and allowing political subdivisions to move their general and special elections set on May 2, 2020 to the next uniform election date, November 3, 2020, without otherwise adjusting the term of office; and WHEREAS, the City Council finds it is in the public health, safety, and interest to postpone the election of council members to places 5 and 6 and mayor to place 7 pursuant to the Proclamation; 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 true and correct and are hereby incorporated into the body of this Ordinance by reference. SECTION 2. Pursuant to the March 18, 2020 Proclamation of Governor Greg Abbott, City of Denton Ordinance No. 20-264 is hereby amended to postpone the date of the ordered election for the purpose of electing council members for Places 5 and 6 and electing a mayor to Place 7 from Saturday, May 2, 2020, to Tuesday, November 3, 2020. In the event a runoff is required, the 577 runoff election shall be ordered in accordance with law. SECTION 3. Pursuant to the March 18,2020 Proclamation of Governor Greg Abbott, the voter registration deadline is October 5, 2020, the deadline to submit an applications for a ballot by mail (ABBM) is October 23, and the dates for early voting are October 19, 2020 through October 30, 2020. SECTION 4. The candidate filings for the election originally ordered for May 2, 2020 will remain valid for the election held on November 3, 2020 and that filing period will not be re- opened for the November election date. SECTION 5. All ABBMs due to being over the ages of 65 or due to disability will still be valid for the November 3, 2020 election; ABBMs for voters who submitted ABBMs based on expected absence from the country will not be valid for the November 3, 2020 election. SECTION 6. The City Manager is authorized to join, on behalf of the City, a petition approved by City Council with other Texas municipalities requesting an election date prior to November 3, 2020. The City reserves the right to further amend to Ordinance 20-264 and this Ordinance with a different date, except that if no further amendment is made by May 31,2020, the City will cease petitioning for a different date. SECTION 7. The City Manager and City Secretary are authorized to work with the Elections Administrator of Denton County to confirm the locations, dates, and times for early voting by personal appearance and for any other purpose related to the election. SECTION 8. All other portions of Ordinance No. 20-264 not specifically amended above shall remain in full force and effect. SECTION 9. The manner of holding such election and all questions pertaining thereto shall be governed by the election laws of the State of Texas. SECTION 10. The City Council has found and determined that the meeting at which this Ordinance is considered is open to the public, and that notice thereof was given in accordance with provisions ofthe Texas open meetings law, as amended by the Governor during a declared state of emergency, and that a quorum of the City Council was present. SECTION 11. This Ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by GE,e,tLD 7/Ul:J..s.PeT.f/ and seconded by VDftN lGYII I'I , the ordinance was passed and approved by the following vote [ ¥--_QJ : 578 Aye Nay Abstain Absent Chris Watts, Mayor: I Gerard Hudspeth, District 1: Keely G. Briggs, District 2: j 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 ~6-i day of ~elL , 2020. Wv~ CHRIS WATTS, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: tJ12 .1Z-,DC&C1 579 March 18,2020 The Honorable Ruth R. Hughs Secretary of State State Capitol Room 1E.8 Austin, Texas 78701 Dear Secretary Hughs: "EXHIIT A" GOVERNOR GREG ABBOTT FILED IN THE OFFICE OF THE SECRETARY OF STATE : oott~·ctocK Pursuant to his powers as Governor of the State of Texas, Greg Abbott has issued the following: A proclamation suspending Sections 41.0052{a) and {b) of the Texas Election Code and Section 49.103 of the Texas Water Code to the extent necessary to allow political subdivisions that would otherwise hold elections on May 2, 2020, to move their general and special elections for 2020 only to the next uniform election date, occurring on November 3, 2020, without otherwise adjusting the term of office, and suspending Sections 31.093 and 42.062I{c) of the Texas Election Code to the extent necessary to require all county election officers, if requested by an affected political subdivision, to enter into a contract to furnish election services with any political subdivision who postponed their election to November 3, 2020, under the authority of this proclamation. The original of this proclamation is attached to this letter of transmittal. Attachment POST OFFICE Box 12428AUSTIN, TEXAS 78711512-463-2000 (VOICE) DIAL 7-1-1 FOR RELAY SERVICES 580 PROCLAMATION BY THE TO ALL TO WHOM THESE PRESENTS SHALL COME: WHEREAS, Section 41.001(a)(2) of the Texas Election Code provides that a general or special election in this state shall be held on a uniform election date, and the next uniform election date is occurring on May 2, 2020; and WHEREAS, Section 49.103 of the Texas Water Code provides that certain districts governed by this provision are required to hold director elections in May of each even- numbered year; and WHEREAS, Section 41.0052 of the Texas Election Code prescribes a procedure for a political subdivision to change a general election date, but the time for making such a change has expired; and WHEREAS, Section 31.093 of the Texas Election Code requires a county elections administrator to enter into a contract to furnish election services upon request of a political subdivision; and WHEREAS, Section 42.0621 (c) of the Texas Election Code does not require a political subdivision to enter into a contract with a county or hold a joint election with a county on the November uniform election date; and WHEREAS, on March 13,2020, the Governor of Texas certified that the novel coronavirus (COVID-19) poses an imminent threat of disaster and, under the authority vested in the Governor by Section 418.014 of the Texas Government Code, declared a state of disaster for all counties in Texas; and WHEREAS, pursuant to Section 418.016 of the Texas Government Code, the Governor has the express authority to suspend the provisions of any regulatory statute prescribing the-JlrOGOO\IRl£ for conduct of state business or-the orders or rules -ofa-state agency if--------------- strict compliance with the provisions, orders, or rules would in any way prevent, hinder, or delay necessary action in coping with a disaster. NOW, THEREFORE, I, GREG ABBOTT, Governor of Texas, under the authority vested in me by the Constitution and Laws of the State of Texas, do hereby suspend Sections 41.0052(a) and (b) of the Texas Election Code and Section 49.103 of the Texas Water Code to .the extent necessary to allow political subdivisions that would otherwise hold elections on May 2, 2020, to move their general and special elections for 2020 only to the next uniform election date, occurring on November 3, 2020, without otherwise adjusting the term of office. I further suspend Sections 31.093 and 42.062l{c) of the Texas Election Code to the extent necessary to require all county election officers, if requested by an affected political subdivision, to enter into a contract to furnish election services with any political subdivision who postponed their election to November 3, 2020, under the authority of this proclamation. The authority ordering the election under Section 3.004 of the Texas Election Code is the authority authorized to make the decision to postpone its election in accordance with this proclamation. Current office holders will hold over to the extent authorized by Article XVI, Section 17 of the Texas Constitution. FILED IN THE OFFICE OF THE SECRETARY OF STATE IO~OOAt\o. O'CLOCK MAR 18 2020 581 Governor Greg AbboU March 18, 2020 ATTESTED BY: ~UTH R. HUGHS Secretary of State Proclamation Page2 IN TESTIMONY WHEREOF, I have hereto signed my name and have officially caused the Seal of State to be affixed at my office in the City of Austin, Texas, this the 18th day of March, 2020. Governor of Texas FILED IN THE OFFICE OF THE SECRETARY OF STATE 10 ~~0'CLOCK MAR 18 2020 582 ORDINANCE NO.20- 1694 AN ORDINANCE AMENDING ORDINANCE NO. 20-741 POSTPONING THE ELECTION TO BE HELD IN THE CITY OF DENTON, TEXAS, ON MAY 2, 2020 AND, IF A RUNOFF ELECTION IS REQUIRED, ON JUNE 13, 2020, FOR THE PURPOSE OF ELECTING COUNCIL MEMBERS TO PLACES 5 AND 6 AND ELECTING A MAYOR TO PLACE 7 OF THE CITY COUNCIL OF THE CITY OF DENTON, TO NOVEMBER 3, 2020 BY EXTENDING EARLY VOTING; CONFIRMING CANDIDATE FILINGS; PROVIDING DATES FOR VOTER REGISTRATION AND APPLICATIONS FOR A BALLOT BY MAIL: AUTHORIZING THE CITY MANAGER AND CITY SECRETARY TO COORDINATE WITH THE ELECTIONS ADMINISTRATOR OF DENTON COUNTY AS NECESSARY; PROVIDING A SAVINGS CLAUSE; PROVIDiNG AN OPEN MEETINGS CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on February 4, 2020, the City Council passed Ordinance No. 20-264 which ordered an election for council members to places 5 and 6 and a mayor to place 7 of the City Council; and WHEREAS, on March 18, 2020, Governor Greg Abbott issued a proclamation, attached hereto as Exhibit “A“ (the “March Proclamation”) suspending Section 41.0052(a) and (b) of the Texas Election Code and allowing political subdivisions to move their general and special elections set on May 2, 2020 to the next uniform election date, November 3, 2020, without otherwise adjusting the term of office; and WHEREAS, on March 20, 2020, the City Council passed Ordinance No. 20-741 which amended Ordinance 20-264 ordering the election for council members to places 5 and 6 and a mayor to place 7 of the City Council, to postpone the date of the election, confirm candidate filings, and provide dates for early voting and applications for ballot by mail; and WHEREAS, on July 27, 2020, Governor Greg Abbott issued a proclamation, attached hereto as Exhibit “B” (the “July Proclamation”) suspending Section 85.001(a) of the Texas Election Code and extending the early voting period; and WHEREAS, the City Council finds it is in the public interest to extend the early voting period for the election of council members to places 5 and 6 and mayor to place 7 pursuant to the July Proclamation; 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 true and correct and are hereby incorporated into the body of this Ordinance by reference. SECTION 2. Pursuant to the July 27, 2020 Proclamation of Governor Greg Abbott, City of Denton Ordinance No. 20-741 is hereby amended to establish the dates for early voting as October 13, 2020 through October 30, 2020. 583 SECTION 3. The candidate filings for the election originally ordered for May 2, 2020 will remain valid for the election held on November 3, 2020 and that filing period will not be re- opened for the November election date. SECTION 4. All ABBMs due to being over the ages of 65 or due to disability will still be valid for the November 3, 2020 election; ABBMs for voters who submitted ABBMs based on expected absence from the country will not be valid for the November 3, 2020 election. SECTION 5. The City Manager and City Secretary are authorized to work with the Elections Administrator of Denton County to confirm the locations, dates, and times for early voting by personal appearance and for any other purpose related to the election. SECTION 6. All other portions of Ordinances No. 20-264 and 20-741 not specifically amended above shall remain in full force and effect. SECTION 7. The manner of holding such election and all questions pertaining thereto shall be governed by the election laws of the State of Texas. SECTION 8. The City Council has found and determined that the meeting at which this Ordinance is considered is open to the public, and that notice thereof was given in accordance with provisions of the Texas open meetings law, as amended by the Governor during a declared state of emergency, and that a quorum of the City Council was present. SECTION 9. This Ordinance shall become effective immediately upon its passage and approval. Th, m,ti,n t, ,ppr,,, thi, „di„,n„ w„ m,d, by G aRea AQd8 pe% a„d „,,nd,d by I'c?by\ Vb\\c„a , the ordinance was passed and approved by thefollowing vote [L - m : Aye \/’ / r / I J J 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: 584 PASSED AND APPROVED this the 15tk3 day of Byteia\)eq CHRIS WATTS, MAYOR ATTEST: Aa EaRl] B Y : ROSA RTf)S. CITY SECRETARY S TO LEGAL FORM C,LYA 585 586 587 588 589 590 ORDINANCE NO. 20-742 AN ORDINANCE AMENDING ORDINANCE NO. 20-265 ORDERING A SPECIAL ELECTION TO BE HELD IN THE CITY OF DENTON, TEXAS, ON MAY 2, 2020 AND, IF A RUNOFF ELECTION IS REQUIRED, ON JUNE 13, 2020, TO FILL A VACANCY IN DISTRICTS 1 AND 2 FOR THE UNEXPIRED TERM ENDING IN MAY, 2021, TO POSTPONE THE DATE OF THE ELECTION; CONFIRMING CANDIDATE FILINGS; PROVIDING DATES FOR VOTER REGISTRATION, APPLICATIONS FOR A BALLOT BY MAIL, AND EARLY VOTING; AUTHORIZING THE CITY MANAGER TO JOIN A PETITION APPROVED BY CITY COUNCIL TO THE GOVERNOR FOR AN ELECTION DATE PRIOR TO NOVEMBER 3, 2020; AUTHORIZING THE CITY MANAGER AND CITY SECRETARY TO COORDINATE WITH THE ELECTIONS ADMINISTRATOR OF DENTON COUNTY AS NECESSARY; PROVIDING A SAVINGS CLAUSE; PROVIDING AN OPEN MEETINGS CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on September 24, 2019, Council Member Gerard Hudspeth submitted his resignation as a member of the Council District 1 to become effective at the time of the canvass of the results of the City Council election to be held May 2, 2020, as required by the City Charter; and WHEREAS, on December 20, 2019, Council Member Keely Briggs submitted her resignation as a member of the Council District 2 to become effective at the time ofthe canvass of the results of the City Council election to be held May 2, 2020, as required by the City Charter; and WHEREAS, the City Secretary formally accepted the resignations of Council Members Gerard Hudspeth and Keely Briggs, respectively, with City Council notified of same; and WHEREAS, on February 4, 2020, the City Council passed Ordinance No. 20-265 which ordered a special election for council members for Districts 1 and 2 of the City Council, to fill the unexpired term following the above-referenced resignations; and WHEREAS, on March 13, 2020, the Mayor declared a state of emergency related to the COVID-19 pandemic; and WHEREAS, on March 17,2020, the City Council through Ordinance No. 20-721 extended the state of emergency; and WHEREAS, on March 18, 2020, Governor Greg Abbott issued a proclamation, attached hereto as Exhibit "A" (the "Proclamation") suspending Section 41.0052( a) and (b) of the Texas Election Code and allowing political subdivisions to move their general and special elections set on May 2, 2020 to the next uniform election date, November 3, 2020, without otherwise adjusting the term of office; and WHEREAS, the City Council finds it is in the public health, safety, and interest to postpone 591 the special election of council members for Districts 1 and 2 pursuant to the Proclamation; 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 true and correct and are hereby incorporated into the body of this Ordinance by reference. SECTION 2. Pursuant to the March 18, 2020 Proclamation of Governor Greg Abbott, City of Denton Ordinance No. 20-265 is hereby amended to postpone the date of the ordered special election for the purpose of electing council members to fill the unexpired terms, ending in May 2021, for Districts 1 and 2 from Saturday, May 2, 2020, to Tuesday, November 3, 2020. In the event a runoff is required, the runoff election shall be ordered in accordance with law. SECTION 3. Pursuant to the March 18, 2020 Proclamation of Governor Greg Abbott, the voter registration deadline is October 5, 2020, the deadline to submit an applications for a ballot by mail (ABBM) is October 23, and the dates for early voting are October 19, 2020 through October 30, 2020. SECTION 4. The candidate filings for the election originally ordered for May 2, 2020 will remain valid for the election held on November 3, 2020 and that filing period will not be re- opened for the November election date. SECTION 5. All ABBMs due to being over the ages of 65 or due to disability will still be valid for the November 3, 2020 election; ABBMs for voters who submitted ABBMs based on expected absence from the country will not be valid for the November 3, 2020 election. SECTION 6. The City Manager is authorized to join, on behalf of the City, a petition approved by City Council with other Texas municipalities requesting an election date prior to November 3, 2020. The City reserves the right to further amend to Ordinance 20-265 including this Ordinance with a different date, except that if no further amendment is made by May 31, 2020, the City will cease petitioning for a different date. SECTION 7. The City Manager and City Secretary are authorized to work with the Elections Administrator of Denton County to confirm the locations, dates, and times for early voting by personal appearance and for any other purpose related to the election. SECTION 8. All other portions of Ordinance No. 20-265 not specifically amended above shall remain in full force and effect. SECTION 9. The manner of holding such election and all questions pertaining thereto shall be governed by the election laws ofthe State of Texas. SECTION 10. The City Council has found and determined that the meeting at which 592 this Ordinance is considered is open to the public, and that notice thereof was given in accordance with provisions of the Texas open meetings law, as amended by the Governor during a declared state of emergency, and that a quorum of the City Council was present. SECTION 11. This Ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by GE£R£D fltAcDSfJGTI/and seconded by Je-~e D/1 V16 , the ordinance was passed and approved by the following vote [£_ -.3 1: Aye 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 ;af:lt Nay v v' Abstain Absent 593 March 18,2020 The Honorable Ruth R. Hughs Secretary of State State Capitol Room 1E.8 Austin, Texas 78701 Dear Secretary Hughs: "EXHIIT A" GOVERNOR GREG ABBOTT FILED IN THE OFFICE OF THE SECRETARY OF STATE 0: 00/fll1-.()•cLOCK Pursuant to his powers as Governor of the State of Texas, Greg Abbott has issued the following: A proclamation suspending Sections 41.0052(a) and (b) of the Texas Election Code and Section 49.103 of the Texas Water Code to the extent necessary to allow political subdivisions that would otherwise hold elections on May 2, 2020, to move their general and special elections for 2020 only to the next uniform election date, occurring on November 3, 2020, without otherwise adjusting the term of office, and suspending Sections 31.093 and 42.0621(c) of the Texas Election Code to the extent necessary to require all county election officers, if requested by an affected political subdivision, to enter into a contract to furnish election services with any political subdivision who postponed their election to November 3, 2020, under the authority of this proclamation. The original of this proclamation is attached to this letter of transmittal. Attachment PoST OFFICE Box 12428 AUSTIN, TEXAS 78711 Sll-463-2000 (VOICE) DIAL 7-1-1 FoR RELAY SERVICES 594 PROCLAMATION BY THE TO ALL TO WHOM THESE PRESENTS SHALL COME: WHEREAS, Section 41.001(a)(2) of the Texas Election Code provides that a general or special election in this state shall be held on a uniform election date, and the next uniform election date is occurring on May 2, 2020; and WHEREAS, Section 49.103 of the Texas Water Code provides that certain districts governed by this provision are required to hold director elections in May of each even- numbered year; and WHEREAS, Section 41.0052 of the Texas Election Code prescribes a procedure for a political subdivision to change a general election date, but the time for making such a change has expired; and WHEREAS, Section 31.093 of the Texas Election Code requires a county elections administrator to enter into a contract to furnish election services upon request of a political subdivision; and WHEREAS, Section 42.0621 (c) of the Texas Election Code does not require a political subdivision to enter into a contract with a county or hold a joint election with a county on the November uniform election date; and WHEREAS, on March 13, 2020, the Governor of Texas certified that the novel coronavirus (COVID-19) poses an imminent threat of disaster and, under the authority vested in the Governor by Section 418.014 of the Texas Government Code, declared a state of disaster for all counties in Texas; and WHEREAS, pursuant to Section 418.016 of the Texas Government Code, the Governor has the express authority to suspend the provisions of any regulatory statute prescribing the procedures for conduct of state business or the orders or rules of a state agency if strict compliance with the provisions, orders, or rules would in any way prevent, hinder, or delay necessary action in coping with a disaster. NOW, THEREFORE, I, GREG ABBOTT, Governor of Texas, under the authority vested in me by the Constitution and Laws of the State of Texas, do hereby suspend Sections 4l.0052(a) and (b) of the Texas Election Code and Section 49.103 of the Texas Water Code to .the extent necessary to allow political subdivisions that would otherwise hold elections on May 2, 2020, to move their general and special elections for 2020 only to the next uniform election date, occurring on November 3, 2020, without otherwise adjusting the term of office. I further suspend Sections 31.093 and 42.062l(c) of the Texas Election Code to the extent necessary to require all county election officers, if requested by an affected political subdivision, to enter into a contract to furnish election services with any political subdivision who postponed their election to November 3, 2020, under the authority of this proclamation. The authority ordering the election under Section 3.004 of the Texas Election Code is the authority authorized to make the decision to postpone its election in accordance with this proclamation. Current office holders will hold over to the extent authorized by Article XVI, Section 17 of the Texas Constitution. FILED IN THE OFFICE OF THE SECRETARY OF STATE 10~ OOA""'-O'CLOCK MAR 18 2020 595 Governor Greg Abboll March 18, 2020 ATIESTEDBY: itUTH R. HUGHS Secretary of State Proclllmation Page2 IN TESTIMONY WHEREOF, I have hereto signed my name and have officially caused the Seal of State to be affixed at my office in the City of Austin, Texas, this the 18th day of March, 2020. Governor of Texas FILED IN THE OFFICE OF THE SECRETARY OF STATE 10! t>O.oi""'O'CLOCK MAR f 8 2020 596 ORDINANCE NO.20-1695 AN ORDINANCE AMENDING ORDINANCE NO. 20-742 POSTPONING THE SPECIAL ELECTION TO BE HELD IN THE CITY OF DENTON, TEXAS, ON MAY 2, 2020 AND, IF A RUNOFF ELECTION IS REQUIRED, ON JUNE 13, 2020, TO FILL A VACANCY iN DISTRICTS 1 AND 2 FOR THE UNEXPIRED TERM ENDING IN MAY, 2021, TO NOVEMBER 3, 2020 BY EXTENDING EARLY VOTING; CONFIRMING CANDIDATE FILINGS; PROVIDING DATES FOR VOTER REGISTRATION AND APPLICATIONS FOR A BALLOT BY MAIL; AUTHORIZING THE CITY MANAGER AND CITY SECRETARY TO COORDINATE WITH THE ELECTIONS ADMINISTRATOR OF DENTON COUNTY AS NECESSARY; PROVIDING A SAVINGS CLAUSE; PROVIDING AN OPEN MEETINGS CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on September 24, 2019, Council Member Gerard Hudspeth submitted his resignation as a member of the Council District 1 to become effective at the time of the canvass of the results of the City Council election to be held May 2, 2020, as required by the City Charter; and WHEREAS, on December 20, 2019, Council Member Keely Briggs submitted her resignation as a member of the Council District 2 to become effective at the time of the canvass of the results of the City Council election to be held May 2, 2020, as required by the City Charter; and WHEREAS, the City Secretary formally accepted the resignations of Council Members Gerard Hudspeth and Keely Briggs, respectively, with City Council notified of same; and WHEREAS, on February 4, 2020, the City Council passed Ordinance No. 20-265 which ordered a special election for council members for Districts 1 and 2 of the City Council, to fill the unexpired term following the above-referenced resignations; and WHEREAS, on March 18, 2020, Governor Greg Abbott issued a proclamation, attached hereto as Exhibit “A“ (the “March Proclamation”) suspending Section 41.0052(a) and (b) of the Texas Election Code and allowing political subdivisions to move their general and special elections set on May 2, 2020 to the next uniform election date, November 3, 2020, without otherwise adjusting the term of office; and WHEREAS, on March 20, 2020, the City Council passed Ordinance No. 20-742 which amended Ordinance 20-265 ordering a special election for council members for Districts 1 and 2 of the City Council to fill the unexpired term following the above-referenced resignations, to postpone the date of the election, confirm candidate filings, and provide dates for early voting and applications for ballot by mail; and 597 WHEREAS, on July 27, 2020, Governor Greg Abbott issued a proclamation, attached hereto as Exhibit “B” (the “July Proclamation”) suspending Section 85.001(a) of the Texas Election Code and extending the early voting period; and WHEREAS, the City Council finds it is in the public interest to extend the early voting period for the special election of council members for Districts 1 and 2 pursuant to the July Proclamation; 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 true and correct and are hereby incorporated into the body of this Ordinance by reference. SECTION 2. Pursuant to the July 27, 2020 Proclamation of Governor Greg Abbott, City of Denton Ordinance No. 20-742 is hereby amended to establish the dates for early voting as October 13, 2020 through October 30, 2020. SECTION 3. The candidate filings for the election originally ordered for May 2, 2020 will remain valid for the election held on November 3, 2020 and that filing period will not be re- opened for the November election date. SECTION 4. All ABBMs due to being over the ages of 65 or due to disability will still be valid for the November 3, 2020 election; ABBMs for voters who submitted ABBMs based on expected absence from the country will not be valid for the November 3, 2020 election. SECTION 5. The City Manager and City Secretary are authorized to work with the Elections Administrator of Denton County to confirm the locations, dates, and times for early voting by personal appearance and for any other purpose related to the election. SECTION 6. All other portions of Ordinances No. 20-265 and 20-742 not specifically amended above shall remain in full force and effect. SECTION 7. The manner of holding such election and all questions pertaining thereto shall be governed by the election laws of the State of Texas. SECTION 8. The City Council has found and determined that the meeting at which this Ordinance is considered is open to the public, and that notice thereof was given in accordance with provisions of the Texas open meetings law, as amended by the Governor during a declared state of emergency, and that a quorum of the City Council was present. SECTION 9. This Ordinance shall become effective immediately upon its passage and approval. The potion to approve this ordinance was made by 4.1% A W b+VL, th, „din,n„ w„ p„„d following vote and seconded approved by the 598 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 : \/ a ,/ -L I ~/ ,/ PASSED AND APPROVED this the I btn day of R;e'p+erAbeK , 2020. 4,Z/rATTS. MAYOR ATTEST: ROSA RIOS, CITY SECRETARY ',ah 599 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-2087,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,Texas,delegating Historic Denton Inc.as a Third Party Administrator to apply for the Fiscal Year 2021 Certified Local Government Subgrant through the Texas Historical Commission for a Historical Survey of an area selected and approved by the Texas Historical Commission and for Nomination as a National Historic District;Authorize the Mayor and City Manager to sign the grant application on behalf of the City; and providing for an effective date. City of Denton Printed on 10/9/2020Page 1 of 1 powered by Legistar™600 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services DCM: Sara Hensley DATE: October 13, 2020 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas, delegating Historic Denton Inc. as a Third Party Administrator to apply for the Fiscal Year 2021 Certified Local Government Subgrant through the Texas Historical Commission for a Historical Survey of an area selected and approved by the Texas Historical Commission and for Nomination as a National Historic District; Authorize the Mayor and City Manager to sign the grant application on behalf of the City; and providing for an effective date. BACKGROUND: On August 12, 2020, Historic Denton Inc. informed staff that they would like to apply to the Texas Historical Commission (THC) for a Certified Local Government (CLG) grant to conduct a new historical survey of a neighborhood in Denton, selected and approved by the THC, in order for the neighborhood to be registered as a National Historic District On September 22, 2020, City Council adopted Ordinance 20-1928 (Exhibit 3) that authorized the City Manager to execute a Letter of Intent for Historic Denton, Inc. for submittal to THC for a new historical survey of a neighborhood in Denton, selected and approved by the THC, in order for the neighborhood to be registered as a National Historic District. The CLG grant process is a two-step process whereby a recommended Letter of Intent is required to be submitted before September 30, 2020. The second step is submitting the formal grant application to THC which is due by November 2, 2020 and requires the Mayor and City Manager to sign on behalf of the City delegating Historic Denton Inc as a third-party administrator on behalf of the City of Denton. CONSIDERATIONS The Certified Local Government Grant is a reimbursement grant and all financial risk is transferred to Historic Denton, Inc. and the Texas Historical Commission. The draft ordinance provided as Exhibit 2 delegates Historic Denton Inc as a third-party administrator on behalf of the City of Denton and authorizes the Mayor and City Manager to sign the grant application. RECOMMENDATION Staff recommends approval as the request is consistent with Ordinance 20-1928 that authorized the City Manager to execute a Letter of Intent for Historic Denton, Inc. for submittal to THC for a new historical survey of a neighborhood in Denton, selected and approved by the THC, in order for the neighborhood to be registered as a National Historic District. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 601 PRIOR ACTION Date Council, Board, Commission Request Action August 25, 2020 City Council Work Session Direction Requested additional items from the requestor. September 15, 2020 City Council Ordinance - Authorizing Letter of Intent Postponed to September 22, 2020 September 22, 2020 City Council Ordinance - Authorizing Letter of Intent Approved Ordinance 20-1928 (6-1) EXHIBITS 1. Agenda Information Sheet 2. Draft Ordinance 3. Ordinance 20-1928 Respectfully submitted: Richard D. Cannone, AICP Deputy Director/Planning Director 602 ORDINANCE NO. ___ _ AN ORDINANCE OF THE CITY OF DENTON, TEXAS, DELEGATING HISTORIC DENTON INC. AS A THIRD PARTY ADMINISTRATOR TO APPLY FOR THE FISCAL YEAR 2021 CERTIFIED LOCAL GOVERNMENT SUBGRANT THROUGH THE TEXAS HISTORICAL COMMISSION FOR A HISTORICAL SURVEY OF AN AREA SELECTED AND APPROVED BY THE TEXAS HISTORICAL COMMISSION AND FOR NOMINATION AS A NATIONAL HISTORIC DISTRICT; AUTHORIZE THE MAYOR AND CITY MANAGER TO SIGN THE GRANT APPLICATION ON BEHALF OF THE CITY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on August 12,2020, Historic Denton Inc. informed staff that they would like to apply to the Texas Historical Commission (THC) for a Certified Local Government (CLG) grant to conduct a new historical survey of a neighborhood in Denton, selected and approved by the THC, in order for the neighborhood to be registered as a National Historic District; and WHEREAS, the City Council promotes historic preservation and supports historical surveys of eligible neighborhoods as it records and documents the local historic resources that we have here in the City of Denton; and WHEREAS, as on September 22, 2020, City Council adopted Ordinance 20-1928 that authorized the City Manager to execute a Letter oflntent for Historic Denton, Inc. for submittal to THC for a new historical survey of a neighborhood in Denton, selected and approved by the THC, in order for the neighborhood to be registered as a National Historic District; and WHEREAS, the formal CLG grant application to THC requires that Historic Denton Inc. be delegated as a third-party administrator and requires the signature of the Mayor and City Manager; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The foregoing recitals are incorporated into this ordinance by reference. SECTION 2. Historic Denton, Inc. is delegated as a third-party administrator on behalf of the City Denton in order to apply to the Texas Historical Commission for the Fiscal Year 2021 Certified Local Government Grant to conduct a historical survey of an area for nomination as a National Historic District. SECTION 3. The Mayor and City Manager are authorized to execute the Fiscal Year 2021 Certified Local Government Grant Application for Historic Denton, Inc. for submission to the Texas Historical Commission. SECTION 4. The Certified Local Government Grant is a reimbursement grant and all fmancial risk is transferred to Historic Denton, Inc. and the Texas Historical Commission. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. 603 The motion to approve this ordinance was made by and seconded by the ordinance was passed and approved by the following vote [_ -__j: Aye Nay Abstain Absent Mayor Chris Watts: Gerard Hudspeth, District 1 : Keely G. Briggs, District 2: Jesse Davis, District 3: John Ryan, District 4: Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 6: PAS SED AND APPROVED this, the day of '2020. CHRIS WATTS, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: -------------------------------- APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTO EY Page 2 of2 604 S:\Legal\Our Documents\Ordinances\20\THC Subgrant Fiscal Year 202 1 Grant Letter Of Intent Ordinance - Revised.Docx ORDINANCE NO.20-1928 AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTE THE CERTIFIED LOCAL GOVERNMENT SUBGRANT FISCAL YEAR 2021 GRANT LETTER OF INTENT FOR HISTORIC DENTON INC., RELATING TO THE TEXAS HISTORICAL COMMISSION CERTIFIED LOCAL GOVERNMENT GRANT TO CONDUCT A HISTORICAL SURVEY OF AN AREA SELECTED AND APPROVED BY THE TEXAS HISTORICAL COMMISSION FOR NOMINATION AS A NATIONAL HISTORIC DISTRICT; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, on August 12, 2020, Historic Denton Inc. informed staff that they would like to apply to the Texas Historical Commission (THC) for a Certified Local Government (CLC) grant to conduct a new historical survey of a neighborhood in Denton, selected and approved by the THC, in order for the neighborhood to be registered as a National Historic District; and WHEREAS, as part of the THC grant application, a CLG Representative must sign a Letter of Intent for Historic Denton, Inc. to initiate the CLG grant application process; and WHEREAS, by signing the Letter of Intent, the City of Denton has not formally committed to signing the CLG grant application; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The foregoing recitals are incorporated into this ordinance by reference. SECTION 2. The City Manager or his designee is authorized to execute the Certified Local Government Subgrant Fiscal Year 202 1 Grant Letter of Intent for Historic Denton, Inc. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by %zhU% and seconded byb&ohjA\--IX, the ordinance was passed and approved by the following vote [6 _ -_ \]: Aye V/ V ,/ a Nay Abstain Absent Mayor Chris Watts: Gerard Hudspeth, District 1 : Keely G. Briggs, District 2: Jesse Davis, District 3 : John Ryan, District 4:bC Deb Armintor, At Large Place 5 :bE V/Paul Meltzer, At Large Place 6: 605 PASSED AND APPROVED this, the2.z'g day of 2020 eamrTRMAYOR ATTEST: ROSA RIOS, CITY SECRETARY , z#ad It;b APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNE Page 2 of 2 606 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-1994,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,a Texas home-rule municipal corporation,authorizing the approval of a second amendment to a Professional Services Agreement between the City of Denton and RPS Infrastructure,Inc.,amending the contract approved by City Council on September 18,2018,in the not-to- exceed amount of $2,031,479.50;amended by Amendment 1 approved by City Council;said second amendment to provide additional engineering and design services relating to the Bonnie Brae Phase 6 - University (US 380)to Loop 288 street improvement project;providing for the expenditure of funds therefor; and providing an effective date (File 6590-032 -providing for an additional second amendment expenditure amount not-to-exceed $340,609, with the total contract amount not-to-exceed $2,769,848.50). City of Denton Printed on 10/9/2020Page 1 of 1 powered by Legistar™607 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance ACM: David Gaines DATE: October 13, 2020 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the approval of a second amendment to a Professional Services Agreement between the City of Denton and RPS Infrastructure, Inc., amending the contract approved by City Council on September 18, 2018, in the not-to-exceed amount of $2,031,479.50; amended by Amendment 1 approved by City Council; said second amendment to provide additional engineering and design services relating to the Bonnie Brae Phase 6 - University (US 380) to Loop 288 street improvement project; providing for the expenditure of funds therefor; and providing an effective date (File 6590-032 – providing for an additional second amendment expenditure amount not-to-exceed $340,609, with the total contract amount not-to-exceed $2,769,848.50). INFORMATION/BACKGROUND The Bonnie Brae Phase 6 project is a street improvement project that was approved as part of the 2014 General Bond Election. The original limits of this project included extending Bonnie Brae from University Dr. to Windsor Dr. As part of the 2019 Bond Program, an additional segment was added to the project to extend the roadway from Windsor Dr. to US-77. This new segment is eligible to receive RTR (Regional Toll Revenue) funding from the North Central Texas Council of Governments. With the additional segment, a second contract amendment is proposed for RPS Infrastructure to complete a Traffic Noise Analysis and prepare a conceptual design schematic for the connection between US-77 and Loop 288. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On March 6, 2018, and June 5, 2018, Council approved RFQ 6590 for a prequalified list of professional engineering firms (Ordinance 2018-331). On September 18, 2018, City Council approved a Professional Engineering Services Agreement with RPS Infrastructure, Inc., in the not-to-exceed amount of $2,031,479.50 (Ordinance 18-1429). On March 26, 2019, City Council approved Amendment #1 with RPS Infrastructure, Inc., in the not-to- exceed amount of $397,760.00 (Ordinance 19-602). City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 608 RECOMMENDATION Award Amendment 2 with RPS Infrastructure, Inc., for additional engineering and design services for the Bonnie Brae Phase 6 project, in the not-to-exceed amount of $340,609, for a total amended contract amount of $2,769,848.50. PRINCIPAL PLACE OF BUSINESS RPS Infrastructure, Inc. Plano, TX ESTIMATED SCHEDULE OF PROJECT This project will be started upon approval with a completion date by December 2020. FISCAL INFORMATION These services will be funded from General Obligation Funds dedicated to Street and Traffic Projects. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Original Ordinance and Contract Exhibit 3: Ordinance and Amendment 1 Exhibit 4: Ordinance and Amendment 2 Exhibit 5: Presentation Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Seth Garcia, 940-349-8938. Legal point of contact: Mack Reinwand at 940-349-8333. 609 ORDINANCE NO, 1$-1429 AN ORDINANCE OF THE CITY OF DENTON, TEXAS, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH RPS INFRASTRUCTURE, INC., FOR DESIGN SERVICES FOR THE BONNIE BRAE PHASE 6 UNIVERSITY (US 380) TO LOOP 288 STREET IMPROVEMENT PROJECT AS SET FORTH IN THE AGREEMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFQ 6590-032 — PROFESSIONAL SERVICES AGREEMENT FOR DESIGN SERVICES AWARDED TO RPS INFRASTRUCTURE, INC., IN THE NOT-TO-EXCEED AMOUNT OF $2,031,479.50). WHEREAS, on March 6, 2018 the City Council approved a pre-qualified engineer list Ordinance 2018-331) and the professional services provider (the "Provider") mentioned in this ordinance is being selected as the most highly qualified on the basis of its demonstrated competence and qualifications to perform the proposed professional services; and WHEREAS, the fees under the proposed contract are fair and reasonable and are consistent with, and not higher than the recommended practices and fees published by the professional associations applicable to the Provider's profession, and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS; SECTION 1. That the City Manager is hereby authorized to enter into a professional service contract with RPS Infrastructure, Inc., to provide professional design services for the Bonnie Brae Phase 6 University (US 380) to Loop 288 street improvement project, a copy of which is attached hereto and incorporated by reference herein. SECTION 2. The City Manager is authorized to expend funds as required by the attached contract. SECTION 3. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under the RFQ 6590-032 to the City Manager of the City of Denton, Texas, or his designee. SECTION 4. The findings in the preamble of this ordinance are incorporated herein by reference. SECTION m5 This ordinance shall become effective immediately upon its passage and approval. w inance was he o dinan r and seconded bynto x c vc this ordThe_mo o Was passed and approved by the following 610 Mayor Chris Watts: Gerard Hudspeth, District 1: Keely G. Briggs, District 2: Don Duff, District 3: John Ryan, District 4: Deb Armintor, At Large Place 5: Aye Nay a' Abstain Absent Paul Meltzer, At Large Place 6: __ _ "` PASSED AND APPROVED this the , mm day of_ W,up ~_____ 2018. a r.m e. MAYOR.... . ... ....... ..,._____ ____ CHRIS WATTS, ATTEST: JENNIFER WALTERS, CITY SECRETARY BY , w., APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: `" ,.°'"h ,'" 611 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA 612 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA PROFESSIONALSERVICESAGREEMENT FORARCHITECTORENGINEER FILE6590-032 THISAGREEMENTismadeandenteredintoon ____________________________, byand betweentheCityofDenton, Texas, aTexasmunicipalcorporation, withitsprincipalofficeat215East RPS Infrastructure, Inc., withitscorporateofficeat5810TennysonParkway, Suite280, Plano, Texas 75024 ndthroughtheirdulyauthorized representatives. AllcapitalizedtermsnototherwisedefinedinthisAgreementshallhavethemeaning scribedtothemintheGeneralConditions. Inconsiderationofthecovenantsandagreementshereincontained, thepartiesheretodomutually agreeasfollows: SECTION1 EMPLOYMENTOFDESIGNPROFESSIONAL TheOwnerherebycontractswiththeDesignProfessional, alicensedTexasarchitector engineer, asanindependentcontractor. TheDesignProfessionalherebyagreestoperformtheservices asdescribedhereinandintheProposal, theGeneralConditions, andotherattachmentstothis AgreementthatarereferencedinSection6, inconnectionwiththeProject. TheProjectshallinclude, withoutlimitation, professionalengineeringservicesforthepreparationofconstructionplansand constructionphaseservicesassociatedwithBonnieBraePhase6ReconstructionfromUS380toLoop 288inDentonCounty . SECTION2 COMPENSATION TheOwnershallcompensatetheDesignProfessionaltotalcompensationsnottoexceed $2,031,479.50as follows: 2.1 BASICSERVICES 2.1.1 ForBasicServicesthetotalcompensationshallnotexceed $1,051,517.50 without amendmenttothisAgreement. 2.2SPECIALSERVICES 2.2.1 ForSpecialServicesthetotalcompensation shallnotexceed $979,962withoutamendmentto thisAgreement. SECTION3 INVOICES Page1 C:\\ProgramData\\activePDF\\Temp\\DocConverter\\API\\Input\\$ebe43b78478e$DDADC8C299BD4FD59FBC4640CC454FB9.doc 613 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA Invoices shallbesentdirectlytotheCityofDentonAccountsPayableDepartment, 215EMcKinney St, Denton, TX, 76201-4299. Apro-formainvoiceshallbesenttothecontractadministratoras identifiedintheNoticetoProceed. ItistheintentionoftheCityofDentontomakepaymenton completedorderswithinthirtydaysafterreceiptofinvoiceoritems; whicheverislater, unlessunusual circumstancesarise. Invoicesmustbefullydocumentedastolabor, materials, andequipment provided, ifapplicable, andmustreferencetheCityofDentonPurchaseOrderNumberinorder tobeprocessed. NopaymentsshallbemadeoninvoicesnotlistingaPurchaseOrderNumber. SECTION4 CONTRACTTERM Thecontracttermshallbecomeeffectivefromdateofawardornoticetoproceedasdeterminedbythe CityofDentonPurchasingDepartment. TimeisoftheessenceforthisAgreement. TheDesign Professionalshallperformandcompleteitsobligationshereininapromptandcontinuousmanner, so astonotdelaytheconstructionoftheProjectinaccordancewiththeschedulesapprovedbytheCity. Thecontractshallremaineffectiveforaperiodwhichmayreasonablyberequiredforthecompletion oftheProject, unlessterminatedasprovidedintheGeneralConditions, untilcompletionand acceptanceoftheProjectbyanauthorizedrepresentativeoftheOwner. SECTION5 CertificateofInterestedPartiesElectronicFiling In2015, theTexasLegislatureadoptedHouseBill1295, whichaddedsection2252.908ofthe GovernmentCode. ThelawstatesthattheCitymaynotenterintothiscontractunlesstheContractor submitsadisclosureofinterestedparties (Form1295) totheCityatthetimetheContractorsubmitsthe signedcontract. TheTexasEthicsCommissionhasadoptedrulesrequiringthebusinessentitytofile Form1295electronicallywiththeCommission. ContractorwillberequiredtofurnishaCertificateofInterestPartiesbeforethecontractis awarded, inaccordancewithGovernmentCode2252.908. Thecontractorshall: 1. LogontotheStateEthicsCommissionWebsiteat : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. RegisterutilizingthetutorialprovidedbytheState 3. PrintacopyofthecompletedForm1295 4. EntertheCertificateNumberonpage2ofthiscontract. 5. CompleteandsigntheForm1295 6. Emailtheformtopurchasing@cityofdenton.com withthecontractnumberinthesubjectline. EX: Contract1234 Form1295) TheCitymustacknowledgethereceiptofthefiledForm1295notlaterthanthe30thdayafterCouncil websitewithinsevenbusinessdays. Page2 C:\\ProgramData\\activePDF\\Temp\\DocConverter\\API\\Input\\$ebe43b78478e$DDADC8C299BD4FD59FBC4640CC454FB9.doc 614 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA SECTION6 ENTIREAGREEMENT ThisAgreementincludesthisexecutedagreementandthefollowingdocumentsallofwhichareattached heretoandmadeaparthereofbyreferenceasiffullysetforthherein: Exhibit1 - CityofDentonGeneralConditionstoAgreementforArchitecturalorEngineering Services. Exhibit2 - Exhibit3 HouseBill89 GovernmentCode2270VerificationForm Exhibit4- SenateBill252 GovernmentCode2252CertificationForm Thesedocumentsshallbereferredtocollectivelya oneshallbeasbindingasifcalledforbyall. Intheeventofaninconsistencyorconflictinthis AgreementandanyoftheprovisionsoftheContractDocuments, theinconsistencyorconflictshallbe resolvedbygivingprecedencefirsttothisAgreementthentotheContractDocumentsintheorderin whichtheyarelistedabove. Thepartiesagreetotransactbusinesselectronically. Anystatutoryrequirementsthatcertaintermsbe inwritingwillbesatisfiedusingelectronicdocumentsandsigning. Electronicsigningofthisdocument willbedeemedanoriginalforalllegalpurposes. Page3 C:\\ProgramData\\activePDF\\Temp\\DocConverter\\API\\Input\\$ebe43b78478e$DDADC8C299BD4FD59FBC4640CC454FB9.doc 615 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA ThisAgreementissignedbythepartiesheretoeffectiveasofthedatefirstabovewritten. THISAGREEMENTHASBEEN BOTHREVIEWEDANDAPPROVED CITYOFDENTON astofinancialandoperational obligationsandbusinessterms. BY:__________________________ TODDHILEMAN CITYMANAGER SIGNATURE PRINTEDNAME TITLE ATTEST: JENNIFERWALTERS, CITYSECRETARY BY: __________________________________ APPROVEDASTOLEGALFORM: AARONLEAL, CITYATTORNEY BY: __________________________________ RPSINFRASTRUCTURE, INC DESIGNPROFESSIONAL BY:__________________________ Signature) TEXASETHICSCOMMISSION CERTIFICATENUMBER Page4 C:\\ProgramData\\activePDF\\Temp\\DocConverter\\API\\Input\\$ebe43b78478e$DDADC8C299BD4FD59FBC4640CC454FB9.doc 616 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA EXHIBIT1 CITYOFDENTON GENERALCONDITIONS TO AGREEMENTFORARCHITECTURALORENGINEERINGSERVICES ARTICLE1. ARCHITECTORENGINEER'SRESPONSIBILITIES 1.1TheArchitectorEngineer'sservicesconsistofthoseservicesfortheProject (asdefinedinthe ignProfessional'semployeesandconsultantsas enumerate 1.2 TheDesignProfessionalwillperformallServicesasanindependentcontractortotheprevailingprofessionalstandardsconsistentwiththelevelofcareandskillordinarily exercisedbymembersofthesameprofessioncurrentlypracticinginthesamelocalityundersimilarconditions, includingreasonable, informedjudgmentsandprompttimely beperformedasexpeditiouslyasisconsistentwiththeDegreeofCarenecessaryfortheorderlyprogressoftheProject. UponrequestoftheOwner, theDesignProfessionalshallsubmitfortheOwner'sapprovalaschedulefortheperformanceoftheServiceswhichmaybeadjustedastheProject proceeds, andshallincludeallowancesforperiodsoftimerequiredfortheOwner'sreviewandforapprovalofsubmissionsbyauthoritieshavingjurisdictionovertheProject. TimelimitsestablishedbythisscheduleandapprovedbytheOwnershallnot, exceptforreasonablecause, beexceededbytheDesignProfessionalorOwner, andany adjustmentstothisscheduleshallbemutuallyacceptabletobothparties. ARTICLE2SCOPEOFBASICSERVICES 2.1 BASICSERVICESDEFINED scribedinSections2.2through2.6oftheseGeneralConditionsandinclude withoutlimitationnormalstructural, civil, mechanicalandelectricalengineeringservicesandanyotherengineeringservicesnecessarytoproduceacompleteandaccuratesetof ConstructionDocuments, asdescribedbyandrequiredinSection2.4. TheBasicServicesmaybemodifiedbytheAgreement. 2.2SCHEMATICDESIGNPHASE 2.2.1 TheDesignProfessional, inconsultationwiththeOwner, shalldevelopawrittenprogramfortheProjecttoascertainOwner'sneedsandtoestablishthe requirementsfortheProject. 2.2.2 TheDesignProfessionalshallprovideapreliminaryevaluationoftheOwner'sprogram, constructionscheduleandconstructionbudgetrequirements, eachin termsoftheother, subjecttothelimitationssetforthinSubsection5.2.1. 2.2.3 TheDesignProfessionalshallreviewwiththeOwneralternativeapproachestodesignandconstructionoftheProject. 2.2.4 Basedonthemutuallyagreed-uponprogram, scheduleandconstructionbudgetrequirements, theDesignProfessionalshallprepare, forapprovalbytheOwner, SchematicDesignDocumentsconsistingofdrawingsandotherdocumentsillustratingthescaleandrelationshipofProjectcomponents. TheSchematicDesignshall contemplatecompliancewithallapplicablelaws, statutes, ordinances, codesandregulations. 2.2.5 TheDesignProfessionalshallsubmittotheOwnerapreliminarydetailedestimateofConstructionCostbasedoncurrentarea, volumeorotherunitcostsand whichindicatesthecostofeachcategoryofworkinvolvedinconstructingtheProjectandestablishesanelapsedtimefactorfortheperiodoftimefromthe commencementtothecompletionofconstruction. 2.3DESIGNDEVELOPMENTPHASE 2.3.1 BasedontheapprovedSchematicDesignDocumentsandanyadjustmentsauthorizedbytheOwnerintheprogram, scheduleorconstructionbudget, theDesign ProfessionalshallprepareforapprovalbytheOwner, DesignDevelopmentDocumentsconsistingofdrawingsandotherdocumentstofixanddescribethesizeand characteroftheProjectastoarchitectural, structural, mechanicalandelectricalsystems, materialsandsuchotherelementsasmaybeappropriate, whichshallcomply withallapplicablelaws, statutes, ordinances, codesandregulations. NotwithstandingOwner'sapprovalofthedocuments, DesignProfessionalrepresentsthatthe DocumentsandspecificationswillbesufficientandadequatetofulfillthepurposesoftheProject. 2.3.2 TheDesignProfessionalshalladvisetheOwnerofanyadjustmentstothepreliminaryestimateofConstructionCostinafurtherDetailedStatementasdescribed inSection2.2.5. 2.4CONSTRUCTIONDOCUMENTSPHASE 2.4.1 BasedontheapprovedDesignDevelopmentDocumentsandanyfurtheradjustmentsinthescopeorqualityoftheProjectorintheconstructionbudget authorizedbytheOwner, theDesignProfessionalshallprepare, forapprovalbytheOwner, ConstructionDocumentsconsistingofDrawingsandSpecificationssetting forthindetailrequirementsfortheconstructionoftheProject, whichshallcomplywithallapplicablelaws, statutes, ordinances, codesandregulations. 2.4.2 TheDesignProfessionalshallassisttheOwnerinthepreparationofthenecessarybiddingorprocurementinformation, biddingorprocurementforms, the Conditionsofthecontract, andtheformofAgreementbetweentheOwnerandcontractor. 2.4.3 TheDesignProfessionalshalladvisetheOwnerofanyadjustmentstopreviouspreliminaryestimatesofConstructionCostindicatedbychangesinrequirements orgeneralmarketconditions. 2.4.4 TheDesignProfessionalshallassisttheOwnerinconnectionwiththeOwner'sresponsibilityforfilingdocumentsrequiredfortheapprovalofgovernmental authoritieshavingjurisdictionovertheProject. 2.5 CONSTRUCTIONCONTRACTPROCUREMENT 2.5.1 TheDesignProfessional, followingtheOwner'sapprovaloftheConstructionDocumentsandofthelatestpreliminarydetailedestimateofConstructionCost, shallassisttheOwnerinprocuringaconstructioncontractfortheProjectthroughanyprocurementmethodthatislegallyapplicabletotheProjectincludingwithout Page5 C:\\ProgramData\\activePDF\\Temp\\DocConverter\\API\\Input\\$ebe43b78478e$DDADC8C299BD4FD59FBC4640CC454FB9.doc 617 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA limitation, thecompetitivesealedbiddingprocess. AlthoughtheOwnerwillconsidertheadviceoftheDesignProfessional, theawardoftheconstructioncontractisin thesolediscretionoftheOwner. 2.5.2 IftheconstructioncontractamountfortheProjectexceedsthetotalconstructioncostoftheProjectassetforthintheapprovedDetailedStatementofProbable ConstructionCostsoftheProjectsubmittedbytheDesignProfessional, thentheDesignProfessional, atitssolecostandexpense, willrevisetheConstruction DocumentsasmayberequiredbytheOwnertoreduceormodifythequantityorqualityoftheworksothatthetotalconstructioncostoftheProjectwillnotexceed thetotalconstructioncostsetforthintheapprovedDetailedStatementofProbableConstructionCosts. 2.6 CONSTRUCTIONPHASE - ADMINISTRATIONOFTHECONSTRUCTIONCONTRACT 2.6.1 TheDesignProfessional'sresponsibilitytoprovideBasicServicesfortheConstructionPhaseunderthisAgreementcommences withtheawardoftheContract forConstructionandterminatesattheissuancetotheOwnerofthefinalCertificateforPayment, unlessextendedunderthetermsofSubsection8.3.2. 2.6.2 TheDesignProfessionalshallprovidedetailedadministrationoftheContractforConstructionassetforthbelow. Fordesignprofessionalstheadministration shallalsobeinaccordancewithAIAdocumentA201, GeneralConditionsoftheContractforConstruction, currentasofthedateoftheAgreementasmaybe amendedbytheCityofDentonspecialconditions, unlessotherwiseprovidedintheAgreement. Forengineerstheadministration shallalsobeinaccordancewiththe StandardSpecificationsforPublicWorksConstructionbytheNorthCentralTexasCouncilofGovernments, currentasofthedateoftheAgreement, unlessotherwise providedintheAgreement. 2.6.3 ConstructionPhaseduties, responsibilitiesandlimitationsofauthorityoftheDesignProfessionalshallnotberestricted, modifiedorextendedwithoutwritten agreementoftheOwnerandDesignProfessional. 2.6.4 TheDesignProfessionalshallbearepresentativeofandshalladviseandconsultwiththeOwner (1) duringconstruction, and (2) attheOwner'sdirectionfrom timetotimeduringthecorrection, orwarrantyperioddescribedintheContractforConstruction. TheDesignProfessionalshallhaveauthoritytoactonbehalfofthe OwneronlytotheextentprovidedintheAgreementandtheseGeneralConditions, unlessotherwisemodifiedbywritteninstrument. 2.6.5TheDesignProfessionalshallobservetheconstructionsiteatleastonetimeaweek, whileconstructionisinprogress, andasreasonablynecessarywhile constructionisnotinprogress, tobecomefamiliarwiththeprogressandqualityoftheworkcompletedandtodetermineiftheworkisbeingperformedinamanner indicatingthattheworkwhencompletedwillbeinaccordancewiththeContractDocuments. DesignProfessionalshallprovideOwnerawrittenreportsubsequentto eachon-sitevisit. Onthebasisofon-siteobservationstheDesignProfessionalshallkeeptheOwnerinformedoftheprogressandqualityofthework, andshall exercisetheDegreeofCareanddiligenceindiscoveringandpromptlyreportingtotheOwneranyobservabledefectsordeficienciesintheworkofContractororany subcontractors. TheDesignProfessionalrepresentsthathewillfollowDegreeofCareinperformingallServicesundertheAgreement. TheDesignProfessionalshall promptlycorrectanydefectivedesignsorspecificationsfurnishedbytheDesignProfessionalatnocosttotheOwner. TheOwner'sapproval, acceptance, useofor paymentforalloranypartoftheDesignProfessional'sServiceshereunderoroftheProjectitselfshallinnowayaltertheDesignProfessional'sobligationsorthe Owner'srightshereunder. 2.6.6 TheDesignProfessionalshallnothavecontroloverorchargeofandshallnotberesponsibleforconstructionmeans, methods, techniques, sequencesor procedures, orforsafetyprecautionsandprogramsinconnectionwiththework. TheDesignProfessionalshallnotberesponsiblefortheContractor'sschedulesor failuretocarryouttheworkinaccordancewiththeContractDocumentsexceptinsofarassuchfailuremayresultfromDesignProfessional'snegligentactsoromis- sions. TheDesignProfessionalshallnothavecontroloverorchargeofactsoromissionsoftheContractor, Subcontractors, ortheiragentsoremployees, orofany otherpersonsperformingportionsofthework. 2.6.7 TheDesignProfessionalshallatalltimeshaveaccesstotheworkwhereveritisinpreparationorprogress. 2.6.8 ExceptasmayotherwisebeprovidedintheContractDocumentsorwhendirectcommunicationshavebeenspeciallyauthorized, theOwnerandContractor shallcommunicatethroughtheDesignProfessional. CommunicationsbyandwiththeDesignProfessional'sconsultantsshallbethroughtheDesignProfessional. 2.6.9 BasedontheDesignProfessional'sobservationsatthesiteoftheworkandevaluationsoftheContractor'sApplicationsforPayment, theDesignProfessional shallreviewandcertifytheamountsduetheContractor. 2.6.10 TheDesignProfessional'scertificationforpaymentshallconstitutearepresentationtotheOwner, basedontheDesignProfessional 'sobservationsatthesiteas providedinSubsection2.6.5andonthedatacomprisingtheContractor'sApplicationforPayment, thattheworkhasprogressedtothepointindicatedandthatthe qualityoftheWorkisinaccordancewiththeContractDocuments. TheforegoingrepresentationsaresubjecttominordeviationsfromtheContractDocumentscor- rectablepriortocompletionandtospecificqualificationsexpressedbytheDesignProfessional. TheissuanceofaCertificateforPaymentshallfurtherconstitutea representationthattheContractorisentitledtopaymentintheamountcertified. However, theissuanceofaCertificateforPaymentshallnotbearepresentationthat theDesignProfessionalhas (1) reviewedconstructionmeans, methods, techniques, sequencesorprocedures, or (2) ascertainedhoworforwhatpurposetheContractor hasusedmoneypreviouslypaidonaccountoftheContractSum. 2.6.11 TheDesignProfessionalshallhavetheresponsibilityandauthoritytorejectworkwhichdoesnotconformtotheContractDocuments. WhenevertheDesign ProfessionalconsidersitnecessaryoradvisableforimplementationoftheintentoftheContractDocuments, theDesignProfessionalwillhaveauthoritytorequire additionalinspectionortestingoftheworkinaccordancewiththeprovisionsoftheContractDocuments, whetherornotsuchWorkisfabricated, installedor completed. However, neitherthisauthorityoftheDesignProfessionalnoradecisionmadeingoodfaitheithertoexerciseornotexercisesuchauthorityshallgiverise toadutyorresponsibilityoftheDesignProfessionaltotheContractor, Subcontractors, materialandequipmentsuppliers, theiragentsoremployeesorotherpersons performingportionsofthework. 2.6.12 TheDesignProfessionalshallreviewandapproveortakeotherappropriateactionuponContractor'ssubmittalssuchasShopDrawings, ProductDataand Samplesforthepurposeof (1) determiningcompliancewithapplicablelaws, statutes, ordinancesandcodes; and (2) determiningwhetherornotthework, when completed, willbeincompliancewiththerequirementsoftheContractDocuments. TheDesignProfessionalshallactwithsuchreasonablepromptnesstocauseno delayintheworkorintheconstructionoftheOwnerorofseparatecontractors, whileallowingsufficienttimeintheDesignProfessional'sprofessionaljudgmentto permitadequatereview. Reviewofsuchsubmittalsisnotconductedforthepurposeofdeterminingtheaccuracyandcompletenessofotherdetailssuchasdimensions andquantitiesorforsubstantiatinginstructionsforinstallationorperformanceofequipmentorsystemsdesignedbytheContractor, allofwhichremainthe responsibilityoftheContractortotheextentrequiredbytheContractDocuments. TheDesignProfessional'sreviewshallnotconstituteapprovalofsafetyprecautions or, unlessotherwisespecificallystatedbytheDesignProfessional, ofconstructionmeans, methods, techniques, sequencesorprocedures. TheDesignProfessional's approvalofaspecificitemshallnotindicateapprovalofanassemblyofwhichtheitemisacomponent. Whenprofessionalcertificationofperformancecharacteristics Page6 C:\\ProgramData\\activePDF\\Temp\\DocConverter\\API\\Input\\$ebe43b78478e$DDADC8C299BD4FD59FBC4640CC454FB9.doc 618 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA ofmaterials, systemsorequipmentisrequiredbytheContractDocuments, theDesignProfessionalshallbeentitledtorelyuponsuchcertificationtoestablishthatthe materials, systemsorequipmentwillmeettheperformancecriteriarequiredbytheContractDocuments. 2.6.13 TheDesignProfessionalshallprepareChangeOrdersandConstructionChangeDirectives, withsupportingdocumentationanddataifdeemednecessaryby theDesignProfessionalasprovidedinSubsections3.1.1and3.3.3, fortheOwner'sapprovalandexecutioninaccordancewiththeContractDocuments, andmay authorizeminorchangesintheworknotinvolvinganadjustmentintheContractSumoranextensionoftheContractTimewhicharenotinconsistentwiththeintent oftheContractDocuments. 2.6.14 OnbehalfoftheOwner, theDesignProfessionalshallconductinspectionstodeterminethedatesofSubstantialCompletionandFinalCompletion, andif requestedbytheOwnershallissueCertificatesofSubstantialandFinalCompletion. TheDesignProfessionalwillreceiveandreviewwrittenguaranteesandrelated documentsrequiredbytheContractforConstructiontobeassembledbytheContractorandshallissueafinalcertificateforPaymentuponcompliancewiththe requirementsoftheContractDocuments. 2.6.15 TheDesignProfessionalshallinterpretandproviderecommendationsonmattersconcerningperformanceoftheOwnerandContractorundertherequirements oftheContractDocumentsonwrittenrequestofeithertheOwnerorContractor. TheDesignProfessional'sresponsetosuchrequestsshallbemadewithreasonable promptnessandwithinanytimelimitsagreedupon. 2.6.16 InterpretationsanddecisionsoftheDesignProfessionalshallbeconsistentwiththeintentofandreasonablyinferablefromtheContractDocumentsandshall beinwritingorintheformofdrawings. Whenmakingsuchinterpretationsandinitialdecisions, theDesignProfessionalshallendeavortosecurefaithfulperformance bybothOwnerandContractor, andshallnotbeliableforresultsorinterpretationsordecisionssorenderedingoodfaithinaccordancewithalltheprovisionsofthis Agreementandintheabsenceofnegligence. 2.6.17 TheDesignProfessionalshallrenderwrittendecisionswithinareasonabletimeonallclaims, disputesorothermattersinquestionbetweentheOwnerand ContractorrelatingtotheexecutionorprogressoftheworkasprovidedintheContractDocuments. 2.6.18 TheDesignProfessional (1) shallrenderservicesundertheAgreementinaccordancewiththeDegreeofCare; (2) willreimbursetheOwnerforalldamages causedbythedefectivedesignstheDesignProfessionalprepares; and (3) byacknowledgingpaymentbytheOwnerofanyfeesdue, shallnotbereleasedfromany rightstheOwnermayhaveundertheAgreementordiminishanyoftheDesignProfessional'sobligationsthereunder. 2.6.19 TheDesignProfessionalshallprovidetheOwnerwithfoursetsofreproducibleprintsshowingallsignificantchangestotheConstructionDocumentsduring theConstructionPhase. ARTICLE3 ADDITIONALSERVICES 3.1GENERAL 3.1.1 TheservicesdescribedinthisArticle3arenotincludedinBasicServicesunlesssoidentifiedintheAgreementorProposal, andtheyshallbepaidforbythe OwnerasprovidedintheAgreement, inadditiontothecompensationforBasicServices. TheservicesdescribedunderSections3.2and3.4shallonlybeprovidedif authorizedorconfirmedinwritingbytheOwner. IfservicesdescribedunderContingentAdditionalServicesinSection3.3arerequiredduetocircumstancesbeyond theDesignProfessional'scontrol, theDesignProfessionalshallnotifytheOwnerinwritingandshallnotcommencesuchadditionalservicesuntilitreceiveswritten approvalfromtheOwnertoproceed. IftheOwnerindicatesinwritingthatallorpartofsuchContingentAdditionalServicesarenotrequired, theDesignProfessional shallhavenoobligationtoprovidethoseservices. OwnerwillberesponsibleforcompensatingtheDesignProfessionalforContingentAdditionalServicesonlyif theyarenotrequiredduetothenegligenceorfaultofDesignProfessional. 3.2PROJECTREPRESENTATIONBEYONDBASICSERVICES 3.2.1 IfmoreextensiverepresentationatthesitethanisdescribedinSubsection2.6.5isrequired, theDesignProfessional shallprovideoneormoreProject Representativestoassistincarryingoutsuchadditionalon-siteresponsibilities. 3.2.2 ProjectRepresentativesshallbeselected, employedanddirectedbytheDesignProfessional, andtheDesignProfessionalshallbecompensatedthereforas agreedbytheOwnerandDesignProfessional. 3.3 CONTINGENTADDITIONALSERVICES 3.3.1MakingmaterialrevisionsinDrawings, Specificationsorotherdocumentswhensuchrevisionsare: 1. inconsistentwithapprovalsorinstructionspreviouslygivenbytheOwner, includingrevisionsmadenecessarybyadjustmentsintheOwner's programorProjectbudget; 2. requiredbytheenactmentorrevisionofcodes, lawsorregulationssubsequenttothepreparationofsuchdocuments, or 3. duetochangesrequiredasaresultoftheOwner'sfailuretorenderdecisioninatimelymanner. 3.3.2 ProvidingservicesrequiredbecauseofsignificantchangesintheProjectincluding, butnotlimitedto, size, quality, complexity, ortheOwner'sschedule, except forservicesrequiredunderSubsection2.5.2. 3.3.3 PreparingDrawings, Specificationsandotherdocumentationandsupportingdata, andprovidingotherservicesinconnectionwithChangeOrdersand ConstructionChangeDirectives. 3.3.4 Providingconsultationconcerningreplacementofworkdamagedbyfireorothercauseduringconstruction, andfurnishingservicesrequiredinconnectionwith thereplacementofsuchwork. 3.3.5 ProvidingservicesmadenecessarybythedefaultoftheContractor, bymajordefectsordeficienciesintheworkoftheContractor, orbyfailureofperformance ofeithertheOwnerorContractorundertheContractforConstruction. Page7 C:\\ProgramData\\activePDF\\Temp\\DocConverter\\API\\Input\\$ebe43b78478e$DDADC8C299BD4FD59FBC4640CC454FB9.doc 619 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA 3.3.6 ProvidingservicesinevaluatinganextensivenumberofclaimssubmittedbytheContractororothersinconnectionwiththework. 3.3.7 Providingservicesinconnectionwithapublichearing, arbitrationproceedingorlegalproceedingexceptwheretheDesignProfessionalispartythereto. 3.3.8 ProvidingservicesinadditiontothoserequiredbyArticle2forpreparingdocumentsforalternate, separateorsequentialbidsorprovidingservicesinconnection withbiddingorconstructionpriortothecompletionoftheConstructionDocumentsPhase. 3.3.9 NotwithstandinganythingcontainedintheAgreement, ProposalortheseGeneralConditionstothecontrary, allservicesdescribedinthisArticle3thatare causedornecessitatedinwholeorinpartduetothenegligentactoromissionoftheDesignProfessionalshallbeperformedbytheDesignProfessionalasapartofthe BasicServicesundertheAgreementwithnoadditionalcompensationaboveandbeyondthecompensationduetheDesignProfessionalfortheBasicServices. The 3.3.9. 3.4OPTIONALADDITIONALSERVICES 3.4.1 Providingfinancialfeasibilityorotherspecialstudies. 3.4.2 Providingplanningsurveys, siteevaluationsorcomparativestudiesofprospectivesites. 3.4.3 Providingspecialsurveys, environmentalstudiesandsubmissionsrequiredforapprovalsofgovernmentalauthoritiesorothershavingjurisdictionoverthe Project. 3.4.4 Providingservicesrelativetofuturefacilities, systemsandequipment. 3.4.5 Providingservicestoinvestigateexistingconditionsorfacilitiesortomakemeasureddrawingsthereof. 3.4.6 ProvidingservicestoverifytheaccuracyofdrawingsorotherinformationfurnishedbytheOwner. 3.4.7 ProvidingcoordinationofconstructionperformedbyseparatecontractorsorbytheOwner'sownforcesandcoordinationofservicesrequiredinconnectionwith constructionperformedandequipmentsuppliedbytheOwner. 3.4.8 Providingdetailedquantitysurveysorinventoriesofmaterial, equipmentandlabor. 3.4.9 Providinganalysesofoperatingandmaintenancecosts. 3.4.10 Makinginvestigations, inventoriesofmaterialsorequipment, orvaluationsanddetailedappraisalsofexistingfacilities. 3.4.12 Providingassistanceintheutilizationofequipmentorsystemssuchastesting, adjustingandbalancing, preparationofoperationandmaintenancemanuals, trainingpersonnelforoperationandmaintenanceandconsultationduringoperation. 3.4.13 Providinginteriordesignandsimilarservicesrequiredfororinconnectionwiththeselection, procurementorinstallationoffurniture, furnishingsandrelated equipment. 3.4.14 ProvidingservicesotherthanasprovidedinSection2.6.4, afterissuancetotheOwnerofthefinalCertificateforPaymentandexpirationoftheWarranty periodoftheContractforConstruction. 3.4.15 Providingservicesofconsultantsforotherthanarchitectural, civil, structural, mechanicalandelectricalengineeringportionsoftheProjectprovidedasapartof BasicServices. 3.4.16 ProvidinganyotherservicesnototherwiseincludedinthisAgreementornotcustomarilyfurnishedinaccordancewithgenerallyacceptedarchitectural practice. 3.4.17 PreparingasetofreproduciblerecorddrawingsinadditiontothoserequiredbySubsection2.6.19, showingsignificantchangesintheworkmadeduringcon- structionbasedonmarked-upprints, drawingsandotherdatafurnishedbytheContractortotheDesignProfessional. 3.4.18 NotwithstandinganythingcontainedintheAgreement, ProposalortheseGeneralConditionstothecontrary, allservicesdescribedinthisArticle3thatare causedornecessitatedinwholeorinpartduetothenegligentactoromissionoftheDesignProfessionalshallbeperformedbytheDesignProfessionalasapartofthe BasicServicesundertheAgreementwithnoadditionalcompensationaboveandbeyondthecompensationduetheDesignProfessionalfortheBasicServices. The ligationsunderthisSubsection3.4.18. ARTICLE4OWNER'SRESPONSIBILITIES 4.1 TheOwnershallconsultwiththeDesignProfessionalregardingrequirementsfortheProject, including (1) theOwner'sobjectives, (2) scheduleanddesign constraintsandcriteria, includingspacerequirementsandrelationships, flexibility, expendability, specialequipment, systemsandsiterequirements, asmorespeci- ficallydescribedinSubsection2.2.1. 4.2 TheOwnershallestablishandupdateanoverallbudgetfortheProject, includingtheConstructionCost, theOwner'sothercostsandreasonablecontingencies relatedtoallofthesecosts. 4.3 IfrequestedbytheDesignProfessional, theOwnershallfurnishevidencethatfinancialarrangementshavebeenmadetofulfilltheOwner'sobligationsunderthis Agreement. 4.4 TheOwnershalldesignatearepresentativeauthorizedtoactontheOwner'sbehalfwithrespecttotheProject. TheOwnerorsuchauthorizedrepresentativeshall renderdecisionsinatimelymannerpertainingtodocumentssubmittedbytheDesignProfessionalinordertoavoidunreasonabledelayintheorderlyandsequential progressoftheDesignProfessional'sservices. Page8 C:\\ProgramData\\activePDF\\Temp\\DocConverter\\API\\Input\\$ebe43b78478e$DDADC8C299BD4FD59FBC4640CC454FB9.doc 620 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA 4.5 Whereapplicable, theOwnershallfurnishsurveysdescribingphysicalcharacteristics, legallimitationsandutilitylocationsforthesiteoftheProject, andawritten legaldescriptionofthesite. Thesurveysandlegalinformationshallinclude, asapplicable, gradesandlinesofstreets, alleys, pavementsandadjoiningpropertyand structures; adjacentdrainage; rights-of-way, restrictions, easements, encroachments, zoning, deedrestrictions, boundariesandcontoursofthesite; locations, dimensionsandnecessarydatapertainingtoexistingbuildings, otherimprovementsandtrees; andinformationconcerningavailableutilityservicesandlines, both publicandprivate, aboveandbelowgrade, includinginvertsanddepths. Alltheinformationonthesurveyshallbereferencedtoaprojectbenchmark. 4.6 Whereapplicable, theOwnershallfurnishtheservicesofgeotechnicalengineerswhensuchservicesarerequestedbytheDesignProfessional. Suchservicesmay includebutarenotlimitedtotestborings, testpits, determinationsofsoilbearingvalues, percolationtests, evaluationsofhazardousmaterials, groundcorrosionandre- sistivitytests, includingnecessaryoperationsforanticipatingsub-soilconditions, withreportsandappropriateprofessionalrecommendations. 4.6.1 TheOwnershallfurnishtheservicesofotherconsultantswhensuchservicesarereasonablyrequiredbythescopeoftheProjectandarerequestedbytheDesign ProfessionalandarenotretainedbytheDesignProfessionalaspartofitsBasicServicesorAdditionalServices. 4.7 WhennotapartoftheAdditionalServices, theOwnershallfurnishstructural, mechanical, chemical, airandwaterpollutiontests, testsofhazardousmaterials, andotherlaboratoryandenvironmentaltests, inspectionsandreportsrequiredbylawortheContractDocuments. 4.8 TheOwnershallfurnishalllegal, accountingandinsurancecounselingservicesasmaybenecessaryatanytimefortheProject, includingauditingservicesthe OwnermayrequiretoverifytheContractor'sApplicationsforPaymentortoascertainhoworforwhatpurposestheContractorhasusedthemoneypaidbyoron behalfoftheOwner. 4.9 Theservices, information, surveysandreportsrequiredbyOwnerunderSections4.5through4.8shallbefurnishedattheOwner'sexpense, andtheDesign ProfessionalshallbeentitledtorelyupontheaccuracyandcompletenessthereofintheabsenceofanynegligenceonthepartoftheDesignProfessional. 4.10 TheOwnershallgivepromptwrittennoticetotheDesignProfessionaliftheOwnerbecomesawareofanyfaultordefectintheProjectornonconformancewith theContractDocuments. 4.11 DesignProfessionalshallproposelanguageforcertificatesorcertificationstoberequestedoftheDesignProfessionalorDesignProfessional'sconsultantsand shallsubmitsuchtotheOwnerforreviewandapprovalatleastfourteen (14) dayspriortoexecution. TheOwneragreesnottorequestcertificationsthatwouldrequire knowledgeorservicesbeyondthescopeoftheAgreement. ARTICLE5 CONSTRUCTIONCOST 5.1 CONSTRUCTIONCOSTDEFINED 5.1.1 TheConstructionCostshallbethetotalcostorestimatedcosttotheOwnerofallelementsoftheProjectdesignedorspecifiedbytheDesignProfessional. 5.1.2 TheConstructionCostshallincludethecostatcurrentmarketratesoflaborandmaterialsfurnishedbytheOwnerandequipmentdesigned, specified, selectedor speciallyprovidedforbytheDesignProfessional, plusareasonableallowancefortheContractor'soverheadandprofit. Inaddition, areasonableallowanceforcon- tingenciesshallbeincludedformarketconditionsatthetimeofbiddingandforchangesintheworkduringconstruction. 5.1.3 ConstructionCostdoesnotincludethecompensationoftheDesignProfessionalandDesignProfessional'sconsultants, thecostsoftheland, rights-of-way, financingorothercostswhicharetheresponsibilityoftheOwnerasprovidedinArticle4. 5.2 RESPONSIBILITYFORCONSTRUCTIONCOST 5.2.1 EvaluationsoftheOwner'sProjectbudget, preliminaryestimatesofConstructionCostanddetailedestimatesofConstructionCostpreparedbytheDesign ProfessionalrepresenttheDesignProfessional'sbestjudgmentasadesignprofessionalfamiliarwiththeconstructionindustry. Itisrecognized, however, thatneither theDesignProfessionalnortheOwnerhascontroloverthecostoflabor, materialsorequipment, overtheContractor'smethodsofdeterminingbidprices, orover competitivebiddingormarket conditions. Accordingly, theDesignProfessionalcannotanddoesnotwarrantorrepresentthatbidsorcostproposalswillnotvary fromtheOwner'sProjectbudgetorfromanyestimateofConstructionCostorevaluationpreparedoragreedtobytheDesignProfessional. 5.2.2 NofixedlimitofConstructionCostshallbeestablishedasaconditionoftheAgreementbythefurnishing, proposalorestablishmentofaProjectbudget, unless suchfixedlimithasbeenagreeduponinwritingandsignedbythepartiesthereto. Ifsuchafixedlimithasbeenestablished, theDesignProfessionalshallbepermitted toincludecontingenciesfordesign, biddingandpriceescalation, todeterminewhatmaterials, equipment, componentsystemsandtypesofconstructionaretobe includedintheContractDocuments, tomakereasonableadjustmentsinthescopeoftheProjectandtoincludeintheContractDocumentsalternatebidstoadjustthe ConstructionCosttothefixedlimit. Fixedlimits, ifany, shallbeincreasedintheamountofanincreaseintheContractSumoccurringafterexecutionoftheContract forConstruction. 5.2.3 IftheProcurementPhasehasnotcommencedwithin90daysaftertheDesignProfessionalsubmitstheConstructionDocumentstotheOwner, anyProject budgetorfixedlimitofConstructionCostshallbeadjustedtoreflectchangesinthegenerallevelofpricesintheconstructionindustrybetweenthedateofsubmission oftheConstructionDocumentstotheOwnerandthedateonwhichproposalsaresought. ARTICLE6OWNERSHIPANDUSEOF DOCUMENTS 6.1 TheDrawings, SpecificationsandotherdocumentspreparedbytheDesignProfessionalforthisProjectareinstrumentsoftheDesignProfessional'sserviceandshall becomethepropertyoftheOwneruponterminationorcompletionoftheAgreement. TheDesignProfessionalisentitledtoretaincopiesofallsuchdocuments. Such OwnerusesanyoftheinformationormaterialsdevelopedpursuanttotheAgreementinanotherprojectorforotherpurposesthanarespecifiedintheAgreement, theDesign Professionalisreleasedfromanyandallliabilityrelatingtotheiruseinthatproject 6.2 SubmissionordistributionofdocumentstomeetofficialregulatoryrequirementsorforsimilarpurposesinconnectionwiththeProjectisnottobeconstruedaspublication inderogationoftheDesignProfessional'sreservedrights. Page9 C:\\ProgramData\\activePDF\\Temp\\DocConverter\\API\\Input\\$ebe43b78478e$DDADC8C299BD4FD59FBC4640CC454FB9.doc 621 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA ARTICLE7 TERMINATION, SUSPENSIONORABANDONMENT 7.1TheDesignProfessionalmayterminatetheAgreementuponnotlessthanthirtydayswrittennoticeshouldtheOwnerfailsubstantiallytoperforminaccordancewiththe termsoftheAgreementthroughnofaultoftheDesignProfessional. OwnermayterminatetheAgreementoranyphasethereofwithorwithoutcauseuponthirty (30) days priorwrittennoticetotheDesignProfessional. Allworkandl notice. Beforetheendofthethirty (30) dayperiod, DesignProfessionalshallinvoicetheOwnerforallworkitsatisfactorilyperformedpriortothereceiptofsuchnotice. No amountshallbedueforlostoranticipatedprofits. Allplans, fieldsurveys, andotherdatarelatedtotheProjectshallbecomepropertyoftheOwneruponterminationofthe AgreementandshallbepromptlydeliveredtotheOwnerinareasonablyorganizedform. ShouldOwnersubsequentlycontractwithanewDesignProfessionalforcontinuation ofservicesontheProject, DesignProfessionalshallcooperateinprovidinginformation. 7.2 IftheProjectissuspendedbytheOwnerformorethan30consecutivedays, theDesignProfessionalshallbecompensatedforservicessatisfactorilyperformedpriorto noticeofsuchsuspension. WhentheProjectisresumed, theDesignProfessional'scompensationshallbeequitablyadjustedtoprovideforexpensesincurredintheinterruption andresumptionoftheDesignProfessional'sservices. 7.3 TheAgreementmaybeterminatedbytheOwneruponnotlessthansevendayswrittennoticetotheDesignProfessionalintheeventthattheProjectispermanently abandoned. IftheProjectisabandonedbytheOwnerformorethan90consecutivedays, theDesignProfessionalortheOwnermayterminatetheAgreementbygivingwritten notice. 7.4 FailureoftheOwnertomakepaymentstotheDesignProfessionalforworksatisfactorilycompletedinaccordancewiththeAgreementshallbeconsideredsubstantialnon- performanceandcausefortermination. 7.5 IftheOwnerfailstomakepaymenttoDesignProfessionalwithinthirty (30) daysofreceiptofastatementforservicesproperlyandsatisfactorilyperformed, theDesign Professionalmay, uponsevendayswrittennoticetotheOwner, suspendperformanceofservicesundertheAgreement. 7.6 IntheeventofterminationnotthefaultoftheDesignProfessional, theDesignProfessionalshallbecompensatedforservicesproperlyandsatisfactorilyperformedpriorto termination. ARTICLE8 PAYMENTSTOTHEDESIGNPROFESSIONAL 8.1 DIRECTPERSONNELEXPENSE 8.1.1 DirectPersonnelExpense isdefinedasthedirectsalariesoftheDesignProfessional'spersonnelengagedontheProjectandtheportionofthecostoftheir mandatoryandcustomarycontributionsandbenefitsrelatedthereto, suchasemploymenttaxesandotherstatutoryemployeebenefits, insurance, sickleave, holidays, vacations, pensionsandsimilarcontributionsandbenefits. 8.2 REIMBURSABLEEXPENSES 8.2.1ReimbursableExpensesareinadditiontocompensationforBasicandAdditionalServicesandincludeexpensesincurredbythe DesignProfessionaland DesignProfessional'semployeesandconsultantsintheinterestoftheProject, asidentifiedinthefollowingClauses. 8.2.1.1 ExpenseoftransportationinconnectionwiththeProject; expensesinconnectionwithauthorizedout-of-towntravel; long-distancecommunications; andfeespaidforsecuringapprovalofauthoritieshavingjurisdictionovertheProject. 8.2.1.2 Expenseofreproductions (exceptthereproductionofthesetsofdocumentsreferencedinSubsection2.6.19), postageandhandlingofDrawings, Specificationsandotherdocuments. 8.2.1.3 IfauthorizedinadvancebytheOwner, expenseofovertimeworkrequiringhigherthanregularrates. 8.2.1.4 Expenseofrenderings, modelsandmock-upsrequestedbytheOwner. 8.2.1.5 Expenseofcomputer-aideddesignanddraftingequipmenttimewhenusedinconnectionwiththeProject. 8.2.1.6 OtherexpensesthatareapprovedinadvanceinwritingbytheOwner. 8.3PAYMENTSONACCOUNTOFBASICSERVICES 8.3.1 PaymentsforBasicServicesshallbemademonthlyand, whereapplicable, shallbeinproportiontoservicesperformedwithineachphaseofservice, onthe basissetforthinSection2of theAgreementandthescheduleofwork. 8.3.2 IfandtotheextentthatthetimeinitiallyestablishedintheAgreementisexceededorextendedthroughnofaultoftheDesignProfessional, compensationforany servicesrenderedduringtheadditionalperiodoftimeshallbecomputedinthemannersetforthinSection2of theAgreement. 8.3.3 WhencompensationisbasedonapercentageofConstructionCostandanyportionsoftheProjectaredeletedorotherwisenotconstructed, compensationfor thoseportionsoftheProjectshallbepayabletotheextentservicesareperformedonthoseportions, inaccordancewiththeschedulesetforthinSection2ofthe Agreementbasedon (1) thelowestbonafidebidor (2) ifnosuchbidorproposalisreceived, themostrecentpreliminaryestimateofConstructionCostordetailed estimateofConstructionCostforsuchportionsoftheProject. 8.4PAYMENTSONACCOUNTOFADDITIONALSERVICES 8.4.1 PaymentsonaccountoftheDesignProfessional'sAdditionalServicesandforReimbursableExpensesshallbemademonthlywithin30daysafterthe presentationtotheOwner oftheDesignProfessional'sstatementofservicesrenderedorexpensesincurred. 8.5 PAYMENTSWITHHELD NodeductionsshallbemadefromtheDesignProfessional'scompensationonaccountofpenalty, damagesorothersumswithheldfrom paymentstocontractors, oronaccountofthecostofchangesintheworkotherthanthoseforwhichtheDesignProfessionalisresponsible. Page10 C:\\ProgramData\\activePDF\\Temp\\DocConverter\\API\\Input\\$ebe43b78478e$DDADC8C299BD4FD59FBC4640CC454FB9.doc 622 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA 8.6 DESIGNPROFESSIONAL'SACCOUNTINGRECORDS DesignProfessionalshallmakeavailabletoOwnerorOwner'sauthorizedrepresentativerecordsof ReimbursableExpensesandexpensespertainingtoAdditionalServicesandservicesperformedonthebasisofamultipleofDirectPersonnelExpenseforinspectionand copyingduringregularbusinesshoursforthreeyearsafterthedateofthefinalCertificateofPayment, oruntilanylitigationrelatedtotheProjectisfinal, whicheverdateis later. ARTICLE9 INDEMNITY 9.1 TheDesignProfessionalshallindemnifyandsaveandholdharmlesstheOwneranditsofficers, agents, andemployeesfromandagainstanyandallliability, claims, demands, damages, losses, andexpenses, including, butnotlimitedtocourtcostsandreasonableattorneyfeesincurredbytheOwner, andincluding, without limitation, damagesforbodilyandpersonalinjury, deathandpropertydamage, resultingfromthenegligentactsoromissionsoftheDesignProfessionaloritsofficers, shareholders, agents, oremployeesintheperformanceoftheAgreement. 9.2 NothinghereinshallbeconstruedtocreatealiabilitytoanypersonwhoisnotapartytotheAgreement, andnothinghereinshal bothatlaworequity, toanyclaim, causeofaction, orlitigationfiledbyanyonenotapartytotheAgreement, includingthedefenseofgovernmentalimmunity, which defensesareherebyexpresslyreserved. ARTICLE10INSURANCE DuringtheperformanceoftheServicesundertheAgreement, DesignProfessionalshallmaintainthefollowinginsurancewithan insurancecompanylicensedorauthorizedtodobusinessintheStateofTexasbytheStateInsuranceCommissionoranysuccessoragencythathasaratingwithBest RateCarriersofatleastanA- orabove: 10.1ComprehensiveGeneralLiabilityInsurancewithbodilyinjurylimitsofnotlessthan $1,000,000foreachoccurrenceandnotlessthan $2,000,000intheaggregate, andwithpropertydamagelimitsofnotlessthan $100,000foreachoccurrenceandnotlessthan $250,000intheaggregate. 10.2AutomobileLiabilityInsurancewithbodilyinjurylimitsofnotlessthan $500,000foreachpersonandnotlessthan $500,000foreachaccident, andwithproperty damagelimitsofnotlessthan $100,000foreachaccident. 10.3 each accidentincludingoccupationaldisease. 10.4ProfessionalLiabilityInsurancewithlimitsofnotlessthan $1,000,000annualaggregate. 10.5TheDesignProfessionalshallfurnishinsurancecertificatesorinsurancepoliciestotheOwnerevidencinginsuranceincompliancewiththisArticle10atthetime oftheexecutionoftheAgreement. TheGeneralLiabilityandAutomobile CompensationpolicyshallcontainawaiverofsubrogationinfavoroftheOwner, andeachpolicyshallcontainaprovisionthatsuchinsuranceshallnotbecanceledor onalshall, priortotheeffectivedateofthe changeorcancellation, furnishOwnerwithsubstitutecertificatesofinsurancemeetingtherequirementsofthisArticle10. ARTICLE11 MISCELLANEOUSPROVISIONS 11.1 TheAgreementshallbegovernedbythelawsoftheStateofTexas. VenueofanysuitorcauseofactionundertheAgreementshalllieexclusivelyinDentonCounty, Texas. 11.2 TheOwnerandDesignProfessional, respectively, bindthemselves, theirpartners, successors, assignsandlegalrepresentativestotheotherpartytothisAgreementandto thepartners, successors, assignsandlegalrepresentativesofsuchotherpartywithrespecttoallcovenantsofthisAgreement. TheDesignProfessionalshallnotassignits interestsintheAgreementwithoutthewrittenconsentoftheOwner. 11.3 ThetermAgreementasusedhereinincludestheexecutedAgreement, theProposal, theseGeneralConditionsandotherattachmentsreferencedinSection3ofthe AgreementwhichtogetherrepresenttheentireandintegratedagreementbetweentheOwnerandDesignProfessionalandsupersedesallpriornegotiations, representationsor agreements, eitherwrittenororal. TheAgreementmaybeamendedonlybywritteninstrumentsignedbybothOwnerandDesignProfessional. Wheninterpretingthe AgreementtheexecutedAgreement, Proposal, theseGeneralConditionsandtheotherattachments referencedinSection3oftheAgreementshalltotheextentthatis reasonablypossiblebereadsoastoharmonizetheprovisions. However, shouldtheprovisionsofthesedocumentsbeinconflictsothattheycannotbereasonablyharmonized, suchdocumentsshallbegivenpriorityinthefollowingorder: 1. TheexecutedAgreement 2. AttachmentsreferencedinSection3oftheAgreementotherthantheProposal 3. TheseGeneralProvisions 4. TheProposal 11.4 NothingcontainedintheAgreementshallcreateacontractualrelationshipwithoracauseofactioninfavorofathirdpartyagainsteithertheOwnerorDesign Professional. 11.5 UponreceiptofpriorwrittenapprovalofOwner, theDesignProfessionalshallhavetherighttoincluderepresentationsofthedesignoftheProject, includingphotographs oftheextelsshallnotincludetheOwner's confidentialorproprietaryinformationiftheOwnerhaspreviouslyadvisedtheDesignProfessionalinwritingofthespecificinformationconsideredbytheOwnertobeconfi- dentialorproprietary. TheOwnershallprovideprofessionalcreditfortheDesignProfessionalontheconstructionsignandinthepromotionalmaterialsfortheProject. 11.6 ApprovalbytheOwnershallnotconstitute, norbedeemedareleaseoftheresponsibilityandliabilityoftheDesignProfessional, itsemployees, associates, agents, subcontractors, andsubconsultantsfortheaccuracyandcompetencyoftheirdesignsorotherwork; norshallsuchapprovalbedeemedtobeanassumptionofsuch responsibilitybytheOwnerforanydefectinthedesignorotherworkpreparedbytheDesignProfessional, itsemployees, subcontractors, agents, andconsultants. Page11 C:\\ProgramData\\activePDF\\Temp\\DocConverter\\API\\Input\\$ebe43b78478e$DDADC8C299BD4FD59FBC4640CC454FB9.doc 623 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA 11.7 Allnotices, communications, andreportsrequiredorpermittedundertheAgreementshallbepersonallydeliveredormailedtotherespectivepartiesbydepositing sameintheUnitedStatesmailtotheaddressshownbelowsignatureblockontheAgreement, certifiedmail, returnreceiptrequested, unlessotherwisespecifiedherein. Allnoticesshallbedeemedeffectiveuponreceiptbythepartytowhomsuchnoticeisgiven, orwithinthree (3) daysaftermailing. 11.8 IfanyprovisionoftheAgreementisfoundordeemedbyacourtofcompetentjurisdictiontobeinvalidorunenforceable, itshallbeconsideredseverablefromthe remainderoftheAgreementandshallnotcausetheremaindertobeinvalidorunenforceable. Insuchevent, thepartiesshallreformtheAgreementtoreplacesuch strickenprovisionwithavalidandenforceableprovisionwhichcomesascloseaspossibletoexpressingtheintentionofthestrickenprovision. 11.9 TheDesignProfessionalshallcomplywithallfederal, state, andlocallaws, rules, regulations, andordinancesapplicabletotheworkcoveredhereunderasthey maynowreadorhereinafterbeamendedduringthetermofthisAgreement. 11.10 InperformingtheServicesrequiredhereunder, theDesignProfessionalshallnotdiscriminateagainstanypersononthebasisofrace, color, religion, sex, nationaloriginorancestry, age, orphysicalhandicap. 11.11 ThecaptionsoftheAgreementareforinformationalpurposesonly, andshallnotinanywayaffectthesubstantivetermsorconditionsoftheAgreement. Page12 C:\\ProgramData\\activePDF\\Temp\\DocConverter\\API\\Input\\$ebe43b78478e$DDADC8C299BD4FD59FBC4640CC454FB9.doc 624 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA Exhibit2 Page13 C:\\ProgramData\\activePDF\\Temp\\DocConverter\\API\\Input\\$ebe43b78478e$DDADC8C299BD4FD59FBC4640CC454FB9.doc 625 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA 5810TennysonParkway, Suite280, Plano, Texas75024 T9722024242 D9722024248 Wrpsgroup.com July18, 2018 Mr. LeePerry ProjectManagerÏCapitalProjects 901-ATexasStreet Denton, Texas76209 Re: BonnieBraeStreetÏPhase6Reconstruction DearMr. Perry, ThankyoufortheopportunitytosubmitRPSInfrastructureÔsproposalforprovidingprofessionalengineering servicestoprepareconstructionplansfortheproposedBonnieBraePhase6projectinDentonCounty. The proposalincludesascopeofworkanddetailedestimateincludinglaboranddirectexpenses. Aschedulefor thecompletionoftheprojectisalsoprovided. Thefeeestimateisbasedonthefollowinginformation: ProjectUnderstanding Theprojectisgenerallydescribedasprofessionalengineeringservicesforthepreparationofconstruction plansandconstructionphaseservicesassociatedwithBonnieBraeStreetPhase6ReconstructionfromUS380 toLoop288. TheprojectwillbebasedonstandardindustrypracticefollowingproceduresinaccordancewithCityof DentonTransportationCriteriaManual, CityofDentonDrainageCriteriaManual, CityofDentonWaterand WasteWaterCriteriaManual, TexasManualonUniformTrafficControlDevices, andanyFederal, State, and Locallawsthatapply. ProjectTeam ProjectManagerÏ KevinHowlett, P.E. QA / QCÏPhilUllman, P.E. ProjectSponsorÏBrianClark, P.E. SeniorProjectEngineerÏRonaldThomas, P.E. ProjectEngineerÏEliasMouhamed, P.E. HydrologyandHydraulicsÏKennethTillman, P.E. TrafficLeadÏBethShelton, P.E. EnvironmentalLeadÏJeffAnderson, P.E. UtilityServicesÏKCITechnologies SurveyandRight-of-WayServicesÏGorrondona & Associates GeotechnicalServicesÏHVJAssociates TravelDemandModelingÏWalterP. Moore 626 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA ScopeofServices AcompletescopeofservicesisincludedasAttachmentA. TheservicesprovidedbytheEngineeraredivided intothefollowingTasks: BaseServices: Task1ÏDesignManagement Task3ÏPreliminaryDesign Task2ÏConceptualDesign Task4ÏFinalDesign SpecialServices: Task5ÏFEMACoordinationServices Task11ÏROWServices Task6ÏTrafficCorridorStudy - Capacityand Task12ÏGeotechnicalInvestigation OperationalAnalysis Task13ÏROWAcquisitionExhibits Task7ÏPublicInvolvement Task14ÏUtilitiesCoordination Task8ÏEnvironmentalServices Task15ÏWaterLineAdjustments / Schematic Task9ÏUtilitiesServices (SUE) Task16ÏWastewaterLineAdjustments Task10ÏSurveyServices DirectExpenses DeliverablesforeachindividualtaskaresetforthwithintheScopeofServices (AttachmentA). BidPhaseServices, ConstructionPhaseServices, MaterialTesting / InspectionServices, andLandscaping relatedserviceswillbeaddedasanadditionalworkauthorizationatalatertime. BasisofEstimate Theestimateisbasedonthetasksmentionedabove. Modificationstothetasksafterconfirmationwillbe deemedtobeadditionalservicesandwillrequiresubsequentauthorizationfromtheCityofDentonandwill beperformedonanhourlyfeebasisinaccordancewiththeratesshownintheWorkBreakdownStructure AttachmentC). Totalfeesfortheprojectarebasedonthescheduleprovided. Exclusions Thisscopeofservicesdoesnotincludethefollowing: Revisionstotheplansduetosplittingprojectintomorethanonebidpackage. Anyaddendumstoprojectafterfinalissuance. BiddingPhaseservicesiftheprojectmustbebidmorethanonce. Designservicesbeyondthosespecificallystatedinthisscope, includingrevisionstoplansafterfinal submittalandapproval. Directexpensesassociatedwithanyadditionalservicesprovided. AnymodificationstoUS288. ProvidingSeparateBidPackages. Planrevisionsduetochangingfieldconditionsfollowingthe90% submittal. Additionalservicesnotprovidedherein. BridgeDesignServices. 627 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA AnyexclusionlistedintheScopeofServices (AttachmentA). Theseservices, ifrequired, anduponagreementfromtheCityofDenton, willbeperformedasanadditional service. ProjectSchedule AProjectBaselineScheduleisincludedasAttachmentB. RPSInfrastructurewillcommenceworkuponreceipt ofsignedauthorizationfromtheCityofDenton (NoticetoProceed). CityofDentonreviewtimehasbeenincludedwithintheProjectbaselineschedule, however, itisbeyondthe controlofRPSInfrastructure. RPSInfrastructurewillrespondtoanycommentsfromtheCityofDenton within3weeks (15businessdays) afterreceiptofsaidcommentsandpreparedocumentsforthenext submittal. AnydelaytothereceiptofCityofDentoncommentsoradditionalscopeofworksupplementalto theserviceswithinthiscontractrequiresarevisiontotheprojectbaselineschedule. SummaryofCost Thesummaryofcostforeachtaskisshowninthetablebelow. Thesub-totalforprovidingBaseServicesis 1,051,517.50andSpecialServicesis $979,962.00. ThetotalforBaseandSpecialServicesis $2,031,479.50. BaseServicesandSpecialServices: Task MethodofCompensation Amount Task1ÏDesignManagement - RPS Hourly $133,960.00 Task2ÏConceptualDesign - RPS Hourly $195,820.00 Task3ÏPreliminaryDesign - RPS Hourly $450,910.00 Task4ÏFinalDesign - RPS Hourly $260,790.00 DirectExpenses Cost $10,037.50 BaseServicesSubtotal $1,051,517.50 Task5ÏFEMACoordinationServices - RPS Hourly $32,190.00 Task6ÏTrafficCorridorStudy - Capacityand Hourly $83,355.00 OperationalAnalysis - RPS Task7ÏPublicInvolvement - RPS Hourly $51,270.00 Task8ÏEnvironmentalServices - RPS Hourly $52,570.00 Task9ÏUtilitiesServices(SUE) - KCI TimeandMaterial $68,845.00 Task10ÏSurveyServices - Gorrondona TimeandMaterial $172,184.00 Task11ÏROWServices - Gorrondona TimeandMaterial $143,750.00 Task12ÏGeotechnicalInvestigation - HVJ TimeandMaterial $96,724.00 Task13ÏROWAcquisitionExhibits - Gorrondona TimeandMaterial $86,250.00 Task14ÏUtilitiesCoordination - KCI Hourly $87,251.00 Task15ÏWaterLineAdjustments / Schematic Hourly $43,300.00 628 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA Task16- WastewaterLineAdjustments Hourly $13,440.00 DirectExpenses Cost $48,833.00 SpecialServicesSubtotal $979,962.00 BaseandSpecialServicesTotal $2,031,479.50 AdetailedcostbreakdownperTaskisprovidedintheWorkBreakdownStructure (AttachmentC). Thehourlyratesforlaborclassificationsusedtoperformservicesonatimeandmaterialbasisaswellasany additionalservicesareshowninAttachmentC. Exceptasnotedontheattached, allinvoiceswillbepreparedmonthlyandaredueandpayablewithin30days ofreceipt. Oncethefinaldeliverablesaresubmittedforfinalreview, theprojectwillbeconsideredcomplete andinvoicedaccordingly. Inclosing, weappreciatetheopportunitytoprovidethisproposal. PleasefeelfreetocallourProjectManager, KevinHowlett, P.E., at972-202-4248ifyouhaveanyquestions. Sincerely, BrentChristian, P.E. SeniorVicePresident 629 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA 630 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA 631 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA 632 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA 633 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA 634 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA 635 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA 636 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA 637 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA o o o 638 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA 639 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA 640 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA 641 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA 642 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA o o o o o o o o 643 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA DentonÔsComprehensiveplan o o 644 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA o o o 645 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA o o o 646 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA ReviewStandardsforArcheologicalBackgroundStudies 647 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA PCRReviewStandard SOU: Non-ArcheologicalHistoric-AgeResourceResearchDesignsReviewchecklist DraftCRMGuidefor AccuratelyIdentifyingNon-ArcheologicalCulturalResources StandardsofUniformityforNon-ArchaeologicalHistoric-Age ResourceReconnaissanceSurveyReportsReviewChecklist 648 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA 649 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA 650 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA 651 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA 652 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA 653 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA 654 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA 655 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA 656 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA 657 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA 658 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA 659 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA 660 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA 661 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA 662 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA 663 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA 664 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA 665 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA 666 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA 667 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA 668 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA 669 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA 670 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA Exhibit HouseBill89 - GovernmentCode2270 VERIFICATION I, _______________________________________________, theundersigned representativeof ______________________________CompanyorBusinessname hereafterreferredtoascompany), being anadultovertheageofeighteen (18) yearsofage, verifythatthecompanynamed-above, undertheprovisionsof SubtitleF, Title10, GovernmentCodeChapter2270: 1. DoesnotboycottIsraelcurrently; and 2. WillnotboycottIsraelduringthetermofthecontracttheabove-named Company, businessorindividualwithCityofDenton. PursuanttoSection2270.001, TexasGovernmentCode: 1. with, orotherwisetakinganyactionthatisintendedtopenalize, inflict economicharmon, orlimitcommercialrelationsspecificallywithIsrael, or withapersonorentitydoingbusinessinIsraelorinanIsraeli-controlled territory, butdoesnotincludeanactionmadeforordinarybusiness purposes; and 2. -profitsoleproprietorship, organization, association, corporation, partnership, jointventure, limitedpartnership, limitedliabilitypartnership, oranylimitedliabilitycompany, includinga whollyownedsubsidiary, majority-ownedsubsidiary, parentcompanyor affiliateofthoseentitiesorbusinessassociationsthatexisttomakeaprofit. NameofCompanyRepresentative (Print) SignatureofCompanyRepresentative Date 671 DocuSignEnvelopeID: 9C380547-BFF8-4EB6-979D-747F112C9EDA Exhibit SenateBill252 -GovernmentCode2252 CERTIFICATION I, ______________________________________________, theundersigned representativeof ________________________________________________ Companyorbusinessname) beinganadultovertheageofeighteen (18) yearsof age, pursuanttoTexasGovernmentCode, Chapter2252, Section2252.152and Section2252.153, certifythatthecompanynamedaboveisnotlistedonthe websiteoftheComptrolleroftheStateofTexasconcerningthelistingof companiesthatareidentifiedunderSection806.051, Section807.051orSection 2253.153. Ifurthercertifythatshouldtheabove-namedcompanyenterintoa contractthatisonsaidlistingofcompaniesonthewebsiteoftheComptrollerof theStateofTexaswhichdobusinesswithIran, SudanoranyForeignTerrorist ManagementDepartment. NameofCompanyRepresentative (Print) SignatureofCompanyRepresentative Date 672 CertificateOfCompletion EnvelopeId: 9C380547BFF84EB6979D747F112C9EDAStatus: Completed Subject: CityCouncilDocusignItem - 6590-032BonnieBraeStreet - Phase6 SourceEnvelope: DocumentPages: 61Signatures: 7EnvelopeOriginator: CertificatePages: 6Initials: 0JamieCogdell AutoNav: Enabled901BTexasStreet EnvelopeIdStamping: EnabledDenton, TX 76209 TimeZone: (UTC-06:00) CentralTime (US & Canada)Jamie.Cogdell@cityofdenton.com IPAddress: 129.120.6.150 RecordTracking Status: OriginalHolder: JamieCogdellLocation: DocuSign 9/6/201810:20:10AM Jamie.Cogdell@cityofdenton.com SignerEventsSignatureTimestamp JamieCogdellSent: 9/6/201810:21:37AMCompletedjamie.cogdell@cityofdenton.comViewed: 9/6/201810:21:42AM SeniorBuyerSigned: 9/6/201810:22:30AM UsingIPAddress: 129.120.6.150CityOfDenton SecurityLevel: Email, AccountAuthentication None) ElectronicRecordandSignatureDisclosure: NotOfferedviaDocuSign MackReinwandSent: 9/6/201810:22:32AM mack.reinwand@cityofdenton.comViewed: 9/6/201810:25:10AM CityofDentonSigned: 9/6/201810:26:35AM SecurityLevel: Email, AccountAuthentication SignatureAdoption: Pre-selectedStyleNone) UsingIPAddress: 129.120.6.150 ElectronicRecordandSignatureDisclosure: NotOfferedviaDocuSign PeterFearnSent: 9/6/201810:26:37AM peter.fearn@rpsgroup.comViewed: 9/6/201810:22:55PM PresidentSigned: 9/7/20181:33:13PM RPSGroup SignatureAdoption: DrawnonDeviceSecurityLevel: Email, AccountAuthentication UsingIPAddress: 50.244.124.241None) ElectronicRecordandSignatureDisclosure: Accepted: 9/6/201810:22:55PM ID: a5eb5ab1-66a6-47dd-9b01-7a771cef8827 ToddEstesSent: 9/7/20181:33:16PM todd.estes@cityofdenton.comViewed: 9/7/20186:35:50PM Director/CityEngineerSigned: 9/7/20186:36:45PM SecurityLevel: Email, AccountAuthentication SignatureAdoption: DrawnonDeviceNone) UsingIPAddress: 174.206.0.152 Signedusingmobile ElectronicRecordandSignatureDisclosure: Accepted: 9/7/20186:35:50PM ID: 44c19848-a44b-4220-8f3f-3c582d2a6b77 673 SignerEventsSignatureTimestamp TabithaMillsopSent: 9/7/20186:36:51PMCompleted tabitha.millsop@cityofdenton.comViewed: 9/19/20189:05:31AM CityofDentonSigned: 9/19/20189:06:16AM UsingIPAddress: 129.120.6.150SecurityLevel: Email, AccountAuthentication None) ElectronicRecordandSignatureDisclosure: NotOfferedviaDocuSign JenniferWaltersSent: 9/19/20189:06:20AM jennifer.walters@cityofdenton.comViewed: 9/20/20189:26:16AM CitySecretarySigned: 9/20/20189:26:38AM CityofDenton SignatureAdoption: Pre-selectedStyleSecurityLevel: Email, AccountAuthentication UsingIPAddress: 129.120.6.150None) ElectronicRecordandSignatureDisclosure: NotOfferedviaDocuSign ToddHilemanSent: 9/20/20189:26:43AM todd.hileman@cityofdenton.comViewed: 9/20/20189:27:37AM CityManagerSigned: 9/20/20189:27:47AM CityofDenton SignatureAdoption: Pre-selectedStyleSecurityLevel: Email, AccountAuthentication UsingIPAddress: 47.190.47.120None) ElectronicRecordandSignatureDisclosure: Accepted: 7/25/201711:02:14AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 InPersonSignerEventsSignatureTimestamp EditorDeliveryEventsStatusTimestamp AgentDeliveryEventsStatusTimestamp IntermediaryDeliveryEventsStatusTimestamp CertifiedDeliveryEventsStatusTimestamp CarbonCopyEventsStatusTimestamp SherriThurmanSent: 9/7/20186:36:49PM sherri.thurman@cityofdenton.com CityofDenton SecurityLevel: Email, AccountAuthentication None) ElectronicRecordandSignatureDisclosure: NotOfferedviaDocuSign JaneRichardsonSent: 9/7/20186:36:50PM jane.richardson@cityofdenton.comViewed: 9/10/20188:27:07AM AssistantCitySecretary CityofDenton SecurityLevel: Email, AccountAuthentication None) ElectronicRecordandSignatureDisclosure: NotOfferedviaDocuSign 674 CarbonCopyEventsStatusTimestamp JenniferBridgesSent: 9/20/20189:26:42AM jennifer.bridges@cityofdenton.com ProcurementAssistant CityofDenton SecurityLevel: Email, AccountAuthentication None) ElectronicRecordandSignatureDisclosure: NotOfferedviaDocuSign JaneRichardsonSent: 9/20/20189:27:51AM jane.richardson@cityofdenton.comViewed: 10/25/201812:47:49PM AssistantCitySecretary CityofDenton SecurityLevel: Email, AccountAuthentication None) ElectronicRecordandSignatureDisclosure: NotOfferedviaDocuSign AnnieBungerSent: 9/20/20189:27:51AM annie.bunger@cityofdenton.comViewed: 9/20/20189:38:00AM SecurityLevel: Email, AccountAuthentication None) ElectronicRecordandSignatureDisclosure: NotOfferedviaDocuSign NotaryEventsSignatureTimestamp EnvelopeSummaryEventsStatusTimestamps EnvelopeSentHashed/Encrypted9/20/20189:27:51AM CertifiedDeliveredSecurityChecked9/20/20189:27:51AM SigningCompleteSecurityChecked9/20/20189:27:51AM CompletedSecurityChecked9/20/20189:27:51AM PaymentEventsStatusTimestamps ElectronicRecordandSignatureDisclosure 675 ELECTRONICRECORDANDSIGNATUREDISCLOSURE Fromtimetotime, CityofDenton (we, usorCompany) mayberequiredbylawtoprovideto youcertainwrittennoticesordisclosures. 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Bycheckingthe 'IAgree' box, Iconfirmthat: IcanaccessandreadthisElectronicCONSENTTOELECTRONICRECEIPTOF ELECTRONICRECORDANDSIGNATUREDISCLOSURESdocument; and IcanprintonpaperthedisclosureorsaveorsendthedisclosuretoaplacewhereIcan printit, forfuturereferenceandaccess; and UntilorunlessInotifyCityofDentonasdescribedabove, Iconsenttoreceivefrom exclusivelythroughelectronicmeansallnotices, disclosures, authorizations, acknowledgements, andotherdocumentsthatarerequiredtobeprovidedormade availabletomeby CityofDentonduringthecourseofmyrelationshipwithyou. 678 1 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE APPROVAL OF THE FIRST AMENDMENT TO A PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF DENTON AND RPS INFRASTRUCTURE,INC., AMENDING THE CONTRACT APPROVED BY CITY COUNCIL ON SEPTEMBER 1$, 2018, IN THE NOT-TO-EXCEED AMOUNT OF $2,031,479.50, SAID FIRST AMENDMENT TO PROVIDE ENGINEERING AND DESIGN SERVICES RELATING TO THE BONNIE BRAE PHASE 6 LTNIVERSITY (US 380} TO LOOP 2$$ STREET IMPROVEMENT PROJECT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFQ 6590-032 - PROVIDING FOR AN ADDITIONAL FIRST EXPENDITURE AMOUNT NOT-TO-EXCEED $397,760, FOR A TOTAL CONTRACT AMOLJNT NOT-TO-EXCEED $2,429,239.50), WHEREAS, on September 18, 2018, the City Council awarded a cantract to RPS Infrastructure, Inc., in the amount of $2,031,479.50 for design services for the Bonnie Brae Phase 6 University (US 380) ta Laap 288 street improvement project for the City af Denton; and WHEREAS, the Staff having recammended, and the City Manager having recammended to the Cauncil that an amendment be autharized to amend such contract agreement with respect to the term of the agreement and an increase in the payment amaunt; NOW, THEREFORE, l• SECTION 1. The First Amendment, increasing the amount ofthe cantract between the City and RPS Infrastructure, Inc., which is on file in the affice of the Purchasing Agent, in the amaunt of Three Hundred Ninety Seven Thousand Seven Hundred Sixty and 0/100 ($397,760) Dallars, is hereby appraved and the expenditure of funds therefar is hereby authorized in accordance with said amendment. The total contract amount increases to $2,429,239.50. SECTION 2. This ardinance shall become effective immediately upon its passage and approval. The moti r a p v. ; ordinance was made bY ...... ...a... °'' -_ and y ' ^ _ the ordinance was passed and approved by the i l vw r d., ,,_. "° ..... . ... seconded b I_ "I Mayar Chris Watts: Gerard Hudspeth, District 1: Keely G. Briggs, District 2: Dan Duff, District 3: John Ryan, District 4: Deb Armintar, At Large Place 5 Paul Meltzer, At Large Place 6: Nay Abstain Absent 679 PASSED AND APPROVED this the r'`r f '". day of a,.,.,., '.......'... r 2019. ATTEST: ' ROSA RIOS, CITY SECRETARY BY: n , a APPROVED AS TO LEGAL FORM: AARON LEAL, w'°T"' ATTORNEY o BY: _ ,. w , , 1,.ATTS, Y"l°,, 680 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 282F706C-74D9-4F57-B1C6-1B13E2E63F7F              681 1 THE STATE OF TEXAS § § COUNTY OF DENTON § FIRST AMENDMENT TO CONTRACT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND RPS INFRASTRUCTURE, INC. NO. 6590-032 THIS FIRST AMENDMENT TO CONTRACT 6590-032 (this “Amendment”) by and between the City of Denton, Texas (“City”) and RPS Infrastructure, Inc. (“Consultant”) to that certain contract executed on September 18, 2018, in the original not-to-exceed amount of $2,031,479.50 (the “Agreement”); for services related to professional engineering services for the preparation of construction plans and construction phase services associated with Bonnie Brae Phase 6 Reconstruction from US 380 to Loop 288 in Denton County WHEREAS, Consultant has substantially completed the work called for in the Agreement, and the City deems it necessary to further expand the services provided by Consultant to the City, and to provide an additional not-to-exceed amount $397,760 with this First Amendment for an aggregate not-to-exceed of $2,429,239.50. FURTHERMORE, the City deems it necessary to further expand the goods/services provided by Consultant to the City; NOW THEREFORE, the City and Consultant (hereafter collectively referred to as the “Parties”), in consideration of their mutual promises and covenants, as well as for other good and valuable considerations, do hereby AGREE to the following First Amendment, which amends the following terms and conditions of the said Agreement, to wit: 1. The additional services described in Exhibit “A” of this First Amendment, attached hereto and incorporated herein for all purposes, for professional services related to the Bonnie Brae Phase 6 Reconstruction, are hereby authorized to be performed by Consultant. For and in consideration of the additional services to be performed by Consultant, the Owner agrees to pay, based on the cost estimate detail attached as Exhibit “A” to this First Amendment, a total fee, including reimbursement for non- labor expenses an amount not to exceed $397,760. 2. This Amendment modifies the Agreement amount to provide an additional $397,760 for the additional services with a revised aggregate not-to-exceed total of $2,429,239.50. The Parties hereto agree, that except as specifically provided for by this Amendment, that all of the terms, covenants, conditions, agreements, rights, responsibilities, and obligations of the Parties, set forth in the Agreement remain in full force and effect. IN WITNESS WHEREOF, the City and the Consultant, have each executed this Amendment, by and through their respective duly authorized representatives and officers on this date_______________________________________. DocuSign Envelope ID: 282F706C-74D9-4F57-B1C6-1B13E2E63F7F  682 2 “CITY” CITY OF DENTON, TEXAS A Texas Municipal Corporation By: _______________________________ TODD HILEMAN CITY MANAGER ATTEST: CITY SECRETARY By: __________________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY By: ___________________________________ “CONSULTANT” RPS Infrastructure, Inc By: _________________________________ AUTHORIZED SIGNATURE, TITLE 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: 282F706C-74D9-4F57-B1C6-1B13E2E63F7F         683 Exhibit ADocuSign Envelope ID: 282F706C-74D9-4F57-B1C6-1B13E2E63F7F 684 DocuSign Envelope ID: 282F706C-74D9-4F57-B1C6-1B13E2E63F7F 685 DocuSign Envelope ID: 282F706C-74D9-4F57-B1C6-1B13E2E63F7F 686 DocuSign Envelope ID: 282F706C-74D9-4F57-B1C6-1B13E2E63F7F 687 DocuSign Envelope ID: 282F706C-74D9-4F57-B1C6-1B13E2E63F7F 688 DocuSign Envelope ID: 282F706C-74D9-4F57-B1C6-1B13E2E63F7F 689 DocuSign Envelope ID: 282F706C-74D9-4F57-B1C6-1B13E2E63F7F 690 DocuSign Envelope ID: 282F706C-74D9-4F57-B1C6-1B13E2E63F7F 691 DocuSign Envelope ID: 282F706C-74D9-4F57-B1C6-1B13E2E63F7F 692 DocuSign Envelope ID: 282F706C-74D9-4F57-B1C6-1B13E2E63F7F 693 DocuSign Envelope ID: 282F706C-74D9-4F57-B1C6-1B13E2E63F7F 694 DocuSign Envelope ID: 282F706C-74D9-4F57-B1C6-1B13E2E63F7F 695 DocuSign Envelope ID: 282F706C-74D9-4F57-B1C6-1B13E2E63F7F 696 DocuSign Envelope ID: 282F706C-74D9-4F57-B1C6-1B13E2E63F7F 697 DocuSign Envelope ID: 282F706C-74D9-4F57-B1C6-1B13E2E63F7F 698 DocuSign Envelope ID: 282F706C-74D9-4F57-B1C6-1B13E2E63F7F 699 Certificate Of Completion Envelope Id: 282F706C74D94F57B1C61B13E2E63F7F Status: Completed Subject: Please DocuSign: City Council Contract 6590-032 Bonnie Brae Phase 6 Source Envelope: Document Pages: 19 Signatures: 5 Envelope Originator: Certificate Pages: 6 Initials: 1 Lori Hewell AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 lori.hewell@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: Original 3/5/2019 3:14:41 PM Holder: Lori Hewell lori.hewell@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 129.120.6.150 Sent: 3/5/2019 4:14:55 PM Viewed: 3/5/2019 4:15:13 PM Signed: 3/5/2019 4:18:07 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 3/5/2019 4:18:08 PM Viewed: 3/5/2019 4:18:45 PM Signed: 3/5/2019 4:19:20 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Mack Reinwand mack.reinwand@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 3/5/2019 4:19:22 PM Viewed: 3/6/2019 1:46:37 PM Signed: 3/6/2019 1:57:58 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Peter Fearn peter.fearn@rpsgroup.com President RPS Group Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 50.244.124.241 Sent: 3/6/2019 1:58:00 PM Viewed: 3/6/2019 2:17:08 PM Signed: 3/6/2019 2:32:07 PM Electronic Record and Signature Disclosure: Accepted: 3/6/2019 2:17:08 PM ID: 5b93da76-d167-4816-af46-59834fe497b3 700 Signer Events Signature Timestamp Todd Estes todd.estes@cityofdenton.com City Engineer Capital Projects Security Level: Email, Account Authentication (None) Signature Adoption: Drawn on Device Using IP Address: 71.84.152.239 Signed using mobile Sent: 3/6/2019 2:32:09 PM Resent: 3/8/2019 8:27:38 AM Viewed: 3/9/2019 6:33:54 AM Signed: 3/9/2019 6:34:32 AM Electronic Record and Signature Disclosure: Accepted: 3/9/2019 6:33:54 AM ID: 068c5345-9976-44f1-a20e-0635690e1147 Tabitha Millsop tabitha.millsop@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 129.120.6.150 Sent: 3/9/2019 6:34:34 AM Viewed: 3/27/2019 3:30:01 PM Signed: 3/27/2019 3:30:24 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman Todd.Hileman@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 3/27/2019 3:30:27 PM Viewed: 3/27/2019 3:31:47 PM Signed: 3/27/2019 3:31:55 PM 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) Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 3/27/2019 3:31:57 PM Viewed: 3/27/2019 5:02:53 PM Signed: 3/27/2019 5:05:31 PM Electronic Record and Signature Disclosure: Accepted: 3/27/2019 5:02:53 PM ID: aa1324b3-4d5f-4689-bb44-05fccad939fc 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 Sherri Thurman sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 3/5/2019 4:18:08 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign 701 Carbon Copy Events Status Timestamp Annie Bunger annie.bunger@cityofdenton.com Administrative Assistant IV City of Denton Security Level: Email, Account Authentication (None) Sent: 3/6/2019 2:32:09 PM Viewed: 3/6/2019 2:35:30 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Assistant City Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 3/27/2019 3:30:26 PM Viewed: 3/27/2019 4:28:32 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Assistant City Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 3/27/2019 5:05:33 PM Viewed: 4/1/2019 10:42:50 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 3/27/2019 5:05:33 PM Certified Delivered Security Checked 3/27/2019 5:05:33 PM Signing Complete Security Checked 3/27/2019 5:05:33 PM Completed Security Checked 3/27/2019 5:05:33 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure 702 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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Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. 705 ORDINANCE NO. __________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE APPROVAL OF A SECOND AMENDMENT TO A PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF DENTON AND RPS INFRASTRUCTURE, INC., AMENDING THE CONTRACT APPROVED BY CITY COUNCIL ON SEPTEMBER 18, 2018, IN THE NOT-TO-EXCEED AMOUNT OF $2,031,479.50; AMENDED BY AMENDMENT 1 APPROVED BY CITY COUNCIL; SAID SECOND AMENDMENT TO PROVIDE ADDITIONAL ENGINEERING AND DESIGN SERVICES RELATING TO THE BONNIE BRAE PHASE 6 - UNIVERSITY (US 380) TO LOOP 288 STREET IMPROVEMENT PROJECT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 6590-032 – PROVIDING FOR AN ADDITIONAL SECOND AMENDMENT EXPENDITURE AMOUNT NOT-TO-EXCEED $340,609, WITH THE TOTAL CONTRACT AMOUNT NOT-TO-EXCEED $2,769,848.50). WHEREAS, on September 18, 2018, by Ordinance No. 18-1429, the City awarded a contract to RPS Infrastructure, Inc. in the amount of $2,031,479.50, for design services relating to the Bonnie Brae Phase 6 - University (US 380) to Loop 288 street improvement project; and WHEREAS, on March 26, 2019, by Ordinance No. 19-602, the City awarded a first amendment to the contract between the City of Denton and RPS Infrastructure, Inc. in the amount of $397,760, to provide engineering and design services relating to the Bonnie Brae Phase 6 - University (US 380) to Loop 288 street improvement project; and WHEREAS, the additional fees under the proposed Second Amendment are fair and reasonable and are consistent with and not higher than the recommended practices and fees applicable to the provider’s profession and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The Second Amendment, increasing the amount of the contract between the City and RPS Infrastructure, Inc., which is on file in the office of the Purchasing Agent, in the amount of Three Hundred Forty Thousand Six Hundred Nine and 00/100 Dollars ($340,609) , is hereby approved and the expenditure of funds therefor is hereby authorized in accordance with said amendment. The total contract amount increases to $2,769,848.50. SECTION 2. 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 [___ - ___]: 706 707 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 6C8FC438-E770-4207-ADE8-4B4F44EE88D4 Bonnie Brae Phase 6 - A#2 FILE Not Applicable 6590-032 Laura Hermosillo 708 6590-032 PSA – Amendment #2 Page 1 of 2 SECOND AMENDMENT TO CONTRACT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND RPS INFRASTRUCTURE, INC. FILE 6590-032 THE STATE OF TEXAS § COUNTY OF DENTON § THIS SECOND AMENDMENT TO CONTRACT 6590-032 (“Amendment”) by and between the City of Denton, Texas (“City”) and RPS Infrastructure, Inc. (“Consultant”); to that certain contract executed on September 18, 2018, in the original not-to-exceed amount of $2,031,479.50 (the “Original Agreement”); amended on March 26, 2019 in the additional amount of $397,760 aggregating a not-to-exceed amount of $2,429,239.50 (the “First Amendment”) (collectively, the Original Agreement and the First Amendment are the “Agreement”) for services related to professional engineering services for the preparation of construction plans and construction phase services associated with Bonnie Brae Phase 6 Reconstruction from US 380 to Loop 288 in Denton County; WHEREAS, the City deems it necessary to further expand the services provided by Consultant to the City pursuant to the terms of the Agreement, and to provide an additional not-to-exceed amount $340,609 with this Amendment for an aggregate not-to-exceed of $2,769,848.50. FURTHERMORE, the City deems it necessary to further expand the goods/services provided by Consultant to the City; NOW THEREFORE, the City and Consultant (hereafter collectively referred to as the “Parties”), in consideration of their mutual promises and covenants, as well as for other good and valuable considerations, do hereby AGREE to the following Amendment, which amends the following terms and conditions of the said Agreement, to wit: 1. The additional services described in Exhibit “A” of this Amendment, attached hereto and incorporated herein for all purposes, for professional services related to the Bonnie Brae Phase 6 Reconstruction from US 380 to Loop 288 in Denton County, are hereby authorized to be performed by Consultant. For and in consideration of the additional services to be performed by Consultant, the Owner agrees to pay, based on the cost estimate detail attached as Exhibit “A” to this Amendment, attached hereto and incorporated herein for all purposes, a total fee, including reimbursement for non-labor expenses an amount not to exceed $340,609. DocuSign Envelope ID: 6C8FC438-E770-4207-ADE8-4B4F44EE88D4 709 6590-032 PSA – Amendment #2 Page 2 of 2 2. This Amendment modifies the Agreement amount to provide an additional $340,609 for the additional services with a revised aggregate not to exceed total of $2,769,848.50. The Parties hereto agree, that except as specifically provided for by this Amendment, that all of the terms, covenants, conditions, agreements, rights, responsibilities, and obligations of the Parties, set forth in the Agreement remain in full force and effect. IN WITNESS WHEREOF, the City and the Consultant, have each executed this Amendment electronically, by and through their respective duly authorized representatives and officers on this date _________________________. “CONSULTANT” RPS INFRASTRUCTURE, INC. By: _________________________________ AUTHORIZED SIGNATURE, TITLE APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY By: _____________________________ “CITY” CITY OF DENTON, TEXAS A Texas Municipal Corporation By: _______________________________ TODD HILEMAN, CITY MANAGER ATTEST: ROSA RIOS, CITY SECRETARY 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: 6C8FC438-E770-4207-ADE8-4B4F44EE88D4 President & CEO Capital Projects/Engineering Director of Capital Projects/City Engineer Rebecca Diviney 710 5810 Tennyson Parkway, Suite 280, Plano, Texas 75024 T 972 202 4242 D 972 202 4248 W rpsgroup.com  September 4, 2020 Mr. Seth Garcia Project Manager – Capital Projects 901-A Texas Street Denton, Texas 76209 Re: Bonnie Brae Street Phase 6 Reconstruction – Amendment 2 Dear Mr. Garcia, Thank you for the opportunity to submit RPS Infrastructure’s proposal for Amendment 2 to contract 6590- 032: professional engineering services for the proposed Bonnie Brae Phase 6 project in Denton County. The proposal includes a scope of work and detailed estimate including labor and direct expenses. The fee estimate is based on the following information: Project Understanding The project is generally described as professional engineering services for the bid phase and construction phase for the construction of Bonnie Brae Street between US 380 (University Drive) and US 77 (Elm Street) and environmental investigation services. The scope also includes the preparation of a Conceptual Schematic associated with the extension of Bonnie Brae Street from south of Loop 288 to north of Loop 288, a Bridge structure spanning Loop 288, Loop 288 frontage roads for both eastbound and westbound traffic extending from US 77 to the east limits of University of North Texas property, and Loop 288 exit and entrance ramps servicing Bonnie Brae Street and US 77. The project will be based on standard industry practice following procedures in accordance with City of Denton Transportation Criteria Manual, City of Denton Drainage Criteria Manual, TxDOT Roadway Design Manual, TxDOT Hydraulic Design Manual, Texas Manual on Uniform Traffic Control Devices, and Federal, State, and Local laws that apply. Project Team ƒProject Manager – Kevin Howlett, P.E. ƒQA / QC Manager – Phil Ullman, P.E. ƒSenior Project Engineer – Ronald Thomas, P.E. ƒConstruction Inspector – Berenice Salaices ƒDesign Engineer – Justina Samaan, E.I.T. ƒRegistered Accessibility Specialist– James Krueger, AIA Scope of Services A complete scope of services is included as Attachment A. The services provided by the Engineer are divided into the following Tasks: Base Services: Task 1 – Design Management Task 2 – Conceptual Design Exhibit A DocuSign Envelope ID: 6C8FC438-E770-4207-ADE8-4B4F44EE88D4 711  Task 7 – Environmental Services Task 19 – Bid Phase Services Task 20 - Construction Phase Services Basis of Estimate The estimate is based on the tasks mentioned above. Modifications to the tasks after confirmation will be deemed additional services and will require subsequent authorization from the City of Denton and will be performed on an hourly fee basis in accordance with the rates shown in the Work Breakdown Structure (Attachment C). Total fees for the project are based on the schedule provided. Exclusions This scope of services does not include the following: xDesign services beyond those specifically stated in this scope. xDirect expenses associated with additional services provided. xAdditional services not provided herein. xExclusions listed in the Scope of Services (Attachment A). These services, if required, and upon agreement from the City of Denton, will be performed as an additional service. Project Schedule A Project Schedule has been provided in Attachment B. Summary of Cost The summary of cost for each task is shown in the table below. The total for providing Services is $340,609.00. Base and Special Services: A detailed cost breakdown per Task is provided in the Work Breakdown Structure (Attachment C). Task Method of Compensation Amount Task 1 – Design Management - RPS Hourly $8,230.00 Task 2 – Conceptual Design - RPS Hourly $97,080.00 Task 7 – Environmental Services - RPS Hourly $26,280.00 Task 19 – Bid Phase Services - RPS Hourly $26,120.00 Task 20 – Construction Phase Services - RPS Hourly $160,740.00 Direct Expenses Cost $22,159.00 Services Total $340,609.00 DocuSign Envelope ID: 6C8FC438-E770-4207-ADE8-4B4F44EE88D4 712  The hourly rates for labor classifications used to perform services on a time and material basis as well as any additional services are shown in Attachment C. Except as noted on the attached, all invoices will be prepared monthly and are due and payable within 30 days of receipt. Once the final deliverables are submitted for final review, the project will be considered complete and invoiced accordingly. In closing, we appreciate the opportunity to provide this proposal. Please feel free to call our Project Manager, Kevin Howlett, P.E., at 972-202-4248 if you have any questions. Sincerely, Brent Christian, P.E. 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&ƌŝϭϮͬϮϳͬϭϵ Ϯϴ ƌĂŝŶĂŐĞƌĞĂDĂƉƐ ϭϬĚĂLJƐ DŽŶϭϮͬϮͬϭϵ &ƌŝϭϮͬϭϯͬϭϵ Ϯϴ ,LJĚƌŽůŽŐLJĂůĐƵůĂƚŝŽŶƐ ϱĚĂLJƐ DŽŶϭϮͬϭϲͬϭϵ &ƌŝϭϮͬϮϬͬϭϵ ϯϱ ƌĂŝŶĂŐĞĞƐŝŐŶͲƵůǀĞƌƚƐ ϮϬĚĂLJƐ DŽŶϭϮͬϮϯͬϭϵ &ƌŝϭͬϭϳͬϮϬ ϯϲ ƌĂŝŶĂŐĞĞƐŝŐŶͲ^ƚŽƌŵƌĂŝŶ ϯϬĚĂLJƐ DŽŶϭϮͬϮϯͬϭϵ &ƌŝϭͬϯϭͬϮϬ ϯϲ ^ŝŐŶĂůĞƐŝŐŶ ϯϬĚĂLJƐ DŽŶϭϮͬϮͬϭϵ &ƌŝϭͬϭϬͬϮϬ Ϯϴ /ůůƵŵŝŶĂƚŝŽŶĞƐŝŐŶ ϯϬĚĂLJƐ DŽŶϭϮͬϮͬϭϵ &ƌŝϭͬϭϬͬϮϬ Ϯϴ tĂƚĞƌͬtĂƐƚĞtĂƚĞƌĞƐŝŐŶ ϵϬĚĂLJƐ DŽŶϭϮͬϮͬϭϵ &ƌŝϰͬϯͬϮϬ Ϯϴ /ŶƚĞƌŶĂůYͬYϰĚĂLJƐ DŽŶϮͬϯͬϮϬ dŚƵϮͬϲͬϮϬ ϯϴ ϲϬйWůĂŶƐ^ƵďŵŝƚƚĂů ϭĚĂLJ &ƌŝϮͬϳͬϮϬ &ƌŝϮͬϳͬϮϬ ϰϮ ŝƚLJŽĨĞŶƚŽŶZĞǀŝĞǁ ϭϬĚĂLJƐ DŽŶϮͬϭϬͬϮϬ &ƌŝϮͬϮϭͬϮϬ ϰϯ &D^ƵďŵŝƚƚĂů ϰϬĚĂLJƐ DŽŶϮͬϮϰͬϮϬ &ƌŝϰͬϭϳͬϮϬ ϰϰ ddžKdZĞǀŝĞǁŽĨŶǀŝƌŽŶŵĞŶƚĂůŽĐƵŵĞŶƚƐ ϮϬĚĂLJƐ &ƌŝϭϮͬϭϯͬϭϵ dŚƵϭͬϵͬϮϬ Ϯϰ ŐĞŶĐLJZĞǀŝĞǁŽĨŶǀŝƌŽŶŵĞŶƚĂůŽĐƵŵĞŶƚĂƚŝŽŶ ϰϬĚĂLJƐ &ƌŝϭͬϭϬͬϮϬ dŚƵϯͬϱͬϮϬ ϰϲ WƵďůŝĐ,ĞĂƌŝŶŐ;/ĨEĞĐĞƐƐĂƌLJͿ ϭĚĂLJ &ƌŝϱͬϭͬϮϬ &ƌŝϱͬϭͬϮϬ ϰϳ&^нϰϬĚĂLJƐ KďƚĂŝŶŶǀŝƌŽŶŵĞŶƚĂůůĞĂƌĂŶĐĞ ϮϬĚĂLJƐ DŽŶϳͬϮϬͬϮϬ &ƌŝϴͬϭϰͬϮϬ ϰϴ &ŝŶĂůĞƐŝŐŶ ϭϳϭĚĂLJƐ DŽŶϮͬϮϰͬϮϬ DŽŶϭϬͬϭϵͬϮϬ &ŝŶĂůWůĂŶƐĞǀĞůŽƉŵĞŶƚ ϮϬĚĂLJƐ DŽŶϮͬϮϰͬϮϬ &ƌŝϯͬϮϬͬϮϬ ϰϯ dƌĂĨĨŝĐŽŶƚƌŽůWůĂŶƐ ϮϬĚĂLJƐ DŽŶϮͬϮϰͬϮϬ &ƌŝϯͬϮϬͬϮϬ ϰϰ ^ŝŐŶŝŶŐĂŶĚWĂǀĞŵĞŶƚDĂƌŬŝŶŐWůĂŶƐ ϮϬĚĂLJƐ DŽŶϮͬϮϰͬϮϬ &ƌŝϯͬϮϬͬϮϬ ϰϰ ƌŽƐŝŽŶŽŶƚƌŽůWůĂŶƐ ϭϬĚĂLJƐ DŽŶϮͬϮϰͬϮϬ &ƌŝϯͬϲͬϮϬ ϰϰ &ŝŶĂůƌŽƐƐ^ĞĐƚŝŽŶƐ ϮϬĚĂLJƐ DŽŶϮͬϮϰͬϮϬ &ƌŝϯͬϮϬͬϮϬ ϰϰ ZĞƚĂŝŶŝŶŐtĂůůWůĂŶƐ ϭϬĚĂLJƐ DŽŶϮͬϮϰͬϮϬ &ƌŝϯͬϲͬϮϬ ϰϰ /ŶƚĞƌŶĂůYͬYϰĚĂLJƐ DŽŶϯͬϮϯͬϮϬ dŚƵϯͬϮϲͬϮϬ ϱϭ &ŝŶĂůWůĂŶƐ^ƵďŵŝƚƚĂů ϭĚĂLJ DŽŶϴͬϭϳͬϮϬ DŽŶϴͬϭϳͬϮϬ ŝƚLJŽĨĞŶƚŽŶZĞǀŝĞǁ ϭϬĚĂLJƐ dƵĞϴͬϭϴͬϮϬ DŽŶϴͬϯϭͬϮϬ ϱϴ ŽŶĚƵĐƚWƵďůŝĐDĞĞƚŝŶŐϮ ϭĚĂLJ dƵĞϵͬϭͬϮϬ dƵĞϵͬϭͬϮϬ ϱϵ ŽŶƐƚƌƵĐƚŝŽŶŽĐƵŵĞŶƚƐĞǀĞůŽƉŵĞŶƚ ϯϬĚĂLJƐ tĞĚϵͬϮͬϮϬ dƵĞϭϬͬϭϯͬϮϬ ϱϵ /ŶĐŽƌƉŽƌĂƚĞWƵďůŝĐŽŵŵĞŶƚƐ ϭϬĚĂLJƐ tĞĚϵͬϮͬϮϬ dƵĞϵͬϭϱͬϮϬ ϲϬ &ŝŶĂůŝnjĞůůWůĂŶ^ŚĞĞƚƐ ϭϱĚĂLJƐ tĞĚϵͬϭϲͬϮϬ dƵĞϭϬͬϲͬϮϬ ϲϮ ^ƉĞĐŝĨŝĐĂƚŝŽŶŽŽŬͬŝĚŽĐƵŵĞŶƚƐ ϭϱĚĂLJƐ tĞĚϵͬϮͬϮϬ dƵĞϵͬϮϮͬϮϬ ϲϬ &ŝŶĂůYƵĂŶƚŝƚŝĞƐĂŶĚƐƚŝŵĂƚĞƐ ϱĚĂLJƐ tĞĚϭϬͬϳͬϮϬ dƵĞϭϬͬϭϯͬϮϬ ϲϯ /ŶƚĞƌŶĂůYͬYϯĚĂLJƐ tĞĚϭϬͬϭϰͬϮϬ &ƌŝϭϬͬϭϲͬϮϬ ϲϯ͕ϲϱ ϭϬϬйŽŶƐƚƌƵĐƚŝŽŶŽĐƵŵĞŶƚƐ^ƵďŵŝƚƚĂů ϭĚĂLJ DŽŶϭϬͬϭϵͬϮϬ DŽŶϭϬͬϭϵͬϮϬ ϲϲ͕ϲϱ͕ϲϰ͕ϲϯ ZŝŐŚƚKĨtĂLJĐƋƵŝƐŝƚŝŽŶ ϭϮϬĚĂLJƐ DŽŶϴͬϭϳͬϮϬ &ƌŝϭͬϮϵͬϮϭ ϰϵ hƚŝůŝƚLJZĞůŽĐĂƚŝŽŶƐ ϲϬĚĂLJƐ DŽŶϮͬϴͬϮϭ &ƌŝϰͬϯϬͬϮϭ ϲϴ WƌŽĐƵƌĞŵĞŶƚ ϰϬĚĂLJƐ DŽŶϭͬϭϭͬϮϭ &ƌŝϯͬϱͬϮϭ ŽŶƐƚƌƵĐƚŝŽŶ ϯϰϬĚĂLJƐ DŽŶϱͬϯͬϮϭ &ƌŝϴͬϭϵͬϮϮ ϲϵ   444444444 $77$&+0(17%&LW\RI'HQWRQ %RQQLH%UDH6WUHHW5HFRQVWUXFWLRQ3KDVH 3DJH DocuSign Envelope ID: 6C8FC438-E770-4207-ADE8-4B4F44EE88D4 722 dd,DEdŝƚLJŽĨĞŶƚŽŶ ŽŶŶŝĞƌĂĞ^ƚƌĞĞƚZĞĐŽŶƐƚƌƵĐƚŝŽŶͲWŚĂƐĞϲ tKZ<Z<KtE^dZhdhZ DEDEdϮ ^ŚĞĞƚ ŽƵŶƚ WƌŝŶĐŝƉĂůƐ ĞƉĂƌƚŵĞŶƚ DĂŶĂŐĞƌ ^ĞŶŝŽƌWƌŽũĞĐƚ DĂŶĂŐĞƌ WƌŽũĞĐƚ DĂŶĂŐĞƌ ^ĞŶŝŽƌWƌŽũĞĐƚ ŶŐŝŶĞĞƌ WƌŽũĞĐƚ ŶŐŝŶĞĞƌ ƐƐŽĐŝĂƚĞ ŶŐŝŶĞĞƌ/ͬ// ƐƐŽĐŝĂƚĞ ŶŐŝŶĞĞƌ///'/^^ƉĞĐŝĂůŝƐƚ  DĂŶĂŐĞƌ ^ĞŶŝŽƌ ĞƐŝŐŶĞƌ ĞƐŝŐŶĞƌ ^ĞŶŝŽƌ dĞĐŚŶŝĐŝĂŶ  dĞĐŚŶŝĐŝĂŶ ^ĞŶŝŽƌ ŶǀŝƌŽŶŵĞŶƚĂů WůĂŶŶĞƌ ŶǀŝƌŽŶŵĞŶƚĂů WůĂŶŶĞƌ ůĞƌŝĐĂů dŽƚĂů >ĂďŽƌ ,ŽƵƌƐ dŽƚĂů>ĂďŽƌŽƐƚƉĞƌ dĂƐŬ ΨϮϴϬ͘ϬϬ ΨϮϱϬ͘ϬϬ ΨϮϯϬ͘ϬϬ ΨϭϵϬ͘ϬϬ Ψϭϲϱ͘ϬϬ ΨϭϰϬ͘ϬϬ ΨϭϬϬ͘ϬϬ ΨϭϮϱ͘ϬϬ ΨϭϬϬ͘ϬϬ Ψϭϰϳ͘ϬϬ Ψϭϯϱ͘ϬϬ ΨϭϬϬ͘ϬϬ ΨϭϭϬ͘ϬϬ ΨϵϬ͘ϬϬ ΨϮϮϬ͘ϬϬ Ψϭϯϱ͘ϬϬ ΨϵϬ͘ϬϬ d^< dĂƐŬϭͲĞƐŝŐŶDĂŶĂŐĞŵĞŶƚ ŝƌĞĐƚdĞĂŵĐƚŝǀŝƚŝĞƐ ϰ ϰΨϳϲϬ͘ϬϬ YͬYϰϴ ϭϮ ΨϮ͕ϱϮϬ͘ϬϬ ŽŽƌĚŝŶĂƚŝŽŶDĞĞƚŝŶŐƐ;ϯͿ ϭϱ ϭϱ ϯϬ Ψϰ͕ϵϱϬ͘ϬϬ dŽƚĂů Ϭ ϰ Ϭ Ϯϳ Ϭ ϭϱ Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϰϲ Ψϴ͕ϮϯϬ͘ϬϬ dŽƚĂů>ĂďŽƌŽƐƚ ΨϬ͘ϬϬ Ψϭ͕ϬϬϬ͘ϬϬ ΨϬ͘ϬϬ Ψϱ͕ϭϯϬ͘ϬϬ ΨϬ͘ϬϬ ΨϮ͕ϭϬϬ͘ϬϬ ΨϬ͘ϬϬ ΨϬ͘ϬϬ ΨϬ͘ϬϬ ΨϬ͘ϬϬ ΨϬ͘ϬϬ ΨϬ͘ϬϬ ΨϬ͘ϬϬ ΨϬ͘ϬϬ ΨϬ͘ϬϬ ΨϬ͘ϬϬ ΨϬ͘ϬϬ Ψϴ͕ϮϯϬ͘ϬϬ dĂƐŬϮͲŽŶĐĞƉƚƵĂůĞƐŝŐŶ;ϯϬWĞƌĐĞŶƚͿ ĂƚĂŽůůĞĐƚŝŽŶ ĐƋƵŝƌĞƐͲƵŝůƚƐ ϰϰϰ ϭϮ Ψϭ͕ϲϲϬ͘ϬϬ ZĞƐĞĂƌĐŚ&ƵƚƵƌĞĞǀĞůŽƉŵĞŶƚ Ϯϰϰ ϭϬ Ψϭ͕ϮϴϬ͘ϬϬ ^ŝƚĞZĞĐŽŶŶĂŝƐƐĂŶĐĞ;ϮƚƌŝƉƐͿ ϰϴϴ ϮϬ ΨϮ͕ϱϲϬ͘ϬϬ ŽŶĐĞƉƚƵĂůĞƐŝŐŶWĂĐŬĂŐĞ ƐƚĂďůŝƐŚdLJƉŝĐĂů^ĞĐƚŝŽŶƐ ϴϴϴϭϲ ϰϬ Ψϱ͕ϰϰϬ͘ϬϬ WƌŽĨŝůĞůƚĞƌŶĂƚŝǀĞƐ;ϮͿͲKǀĞƌƉĂƐƐͬƵŶĚĞƌƉĂƐƐ ϰ ϭϲ ϴ ϭϲ ϲϬ ϯϮ ϭϯϲ Ψϭϳ͕ϳϴϬ͘ϬϬ ĞǀĞůŽƉ,ŽƌŝnjŽŶƚĂůůŝŐŶŵĞŶƚƐ;ϮͿͲKǀĞƌƉĂƐƐͬhŶĚĞƌƉĂƐƐ ϭϲ ϴ Ϯϰ ϰϬ ϴϴ Ψϭϭ͕ϱϲϬ͘ϬϬ ĞǀĞůŽƉsĞƌƚŝĐĂůůŝŐŶŵĞŶƚ ϭϲ ϴ Ϯϰ ϰϬ ϴϴ Ψϭϭ͕ϱϲϬ͘ϬϬ ZŽĂĚǁĂLJWůĂŶŝŵĞƚƌŝĐƐ ϭϲ ϰϬ ϰϬ ϵϲ ΨϭϮ͕ϬϰϬ͘ϬϬ ZĞƚĂŝŶŝŶŐtĂůů>ŽĐĂƚŝŽŶƐ ϴϴϮϰϯϮ ϳϮ Ψϵ͕ϬϰϬ͘ϬϬ ƌŽƐƐ^ĞĐƚŝŽŶƐ;ϱϬĨƚ/ŶƚĞƌǀĂů͕ƌŝƚŝĐĂů>ŽĐĂƚŝŽŶƐͿ ϴϴϭϲϭϲ ϰϴ Ψϲ͕ϮϰϬ͘ϬϬ ĞǀĞůŽƉ^ĐŚĞŵĂƚŝĐŶŶŽƚĂƚŝŽŶ ϴϭϲϭϲ ϰϬ ϴϬ Ψϵ͕ϱϮϬ͘ϬϬ YͬYϲϴ ϭϰ Ψϯ͕ϬϮϬ͘ϬϬ YƵĂŶƚŝƚŝĞƐ ϰϴϰ ϭϲ ΨϮ͕ϬϲϬ͘ϬϬ ƐƚŝŵĂƚĞƐŽĨWƌŽďĂďůĞŽƐƚϯϬй ϴϴϴ Ϯϰ Ψϯ͕ϯϮϬ͘ϬϬ dŽƚĂů Ϭ ϭϬ Ϭ ϭϮϲ Ϭ ϰϴ ϮϬϬ Ϯϴϴ Ϭ Ϭ Ϭ Ϭ ϳϮ Ϭ Ϭ Ϭ Ϭ ϳϰϰ Ψϵϳ͕ϬϴϬ͘ϬϬ dŽƚĂů>ĂďŽƌŽƐƚ ΨϬ͘ϬϬ ΨϮ͕ϱϬϬ͘ϬϬ ΨϬ͘ϬϬ ΨϮϯ͕ϵϰϬ͘ϬϬ ΨϬ͘ϬϬ Ψϲ͕ϳϮϬ͘ϬϬ ΨϮϬ͕ϬϬϬ͘ϬϬ Ψϯϲ͕ϬϬϬ͘ϬϬ ΨϬ͘ϬϬ ΨϬ͘ϬϬ ΨϬ͘ϬϬ ΨϬ͘ϬϬ Ψϳ͕ϵϮϬ͘ϬϬ ΨϬ͘ϬϬ ΨϬ͘ϬϬ ΨϬ͘ϬϬ ΨϬ͘ϬϬ Ψϵϳ͕ϬϴϬ͘ϬϬ dĂƐŬϭϵͲŝĚWŚĂƐĞ^ĞƌǀŝĐĞƐ ƐƐĞŵďůĞŝĚWĂĐŬĂŐĞ ϰϭϲ ϭϲ ϯϲ Ψϯ͕ϴϬϬ͘ϬϬ WƌĞͲŝĚDĞĞƚŝŶŐ ϰϰϰ ϭϮ Ψϭ͕ϳϮϬ͘ϬϬ ŝĚŽŵƉĂƌŝƐŽŶƐ ϰϴ ϭϮ Ψϭ͕ϱϲϬ͘ϬϬ DŝŶŽƌWůĂŶZĞǀŝƐŝŽŶƐ Ϯϰ Ϯϰ ϰϬ ϭϲ ϭϬϰ Ψϭϯ͕ϲϴϬ͘ϬϬ ŽŶƚƌĂĐƚŽƌYƵĞƐƚŝŽŶƐ ϴϴϭϲ ϯϮ Ψϰ͕ϮϰϬ͘ϬϬ >ĞƚƚĞƌŽĨZĞĐŽŵŵĞŶĚĂƚŝŽŶ ϰ ϰϴΨϭ͕ϭϮϬ͘ϬϬ dŽƚĂů Ϭ Ϭ Ϭ ϰϴ Ϭ ϯϲ ϴϰ Ϭ Ϭ Ϭ Ϭ Ϭ ϭϲ Ϭ Ϭ Ϭ ϮϬ ϮϬϰ ΨϮϲ͕ϭϮϬ͘ϬϬ dŽƚĂů>ĂďŽƌŽƐƚ ΨϬ͘ϬϬ ΨϬ͘ϬϬ ΨϬ͘ϬϬ Ψϵ͕ϭϮϬ͘ϬϬ ΨϬ͘ϬϬ Ψϱ͕ϬϰϬ͘ϬϬ Ψϴ͕ϰϬϬ͘ϬϬ ΨϬ͘ϬϬ ΨϬ͘ϬϬ ΨϬ͘ϬϬ ΨϬ͘ϬϬ ΨϬ͘ϬϬ Ψϭ͕ϳϲϬ͘ϬϬ ΨϬ͘ϬϬ ΨϬ͘ϬϬ ΨϬ͘ϬϬ Ψϭ͕ϴϬϬ͘ϬϬ ΨϮϲ͕ϭϮϬ͘ϬϬ dĂƐŬϮϬͲŽŶƐƚƌƵĐƚŝŽŶWŚĂƐĞ^ĞƌǀŝĐĞƐ WƌĞͲĐŽŶƐƚƌƵĐƚŝŽŶŽŶĨĞƌĞŶĐĞ ϰϰϰ ϭϮ Ψϭ͕ϳϮϬ͘ϬϬ ZŽĂĚǁĂLJ/ŶƐƉĞĐƚŽƌ;ĂƐŶĞĞĚĞĚďĂƐŝƐͿ ϰϬ ϰϬ Ϯϴϴ ϯϲϴ ΨϰϮ͕ϬϬϬ͘ϬϬ ŝͲǁĞĞŬůLJ^ŝƚĞsŝƐŝƚƐ ϭϬϴ ϭϬϴ ΨϮϬ͕ϱϮϬ͘ϬϬ ^ŚŽƉƌĂǁŝŶŐZĞǀŝĞǁ;ϭϬƐƵďŵŝƚƚĂůƐͿ ϮϬ ϮϬ ϰϬ Ψϱ͕ϴϬϬ͘ϬϬ Z&/ZĞƐƉŽŶƐĞ;ϭϬZ&/ΖƐͿ ϰϬ ϰϬ ϴϬ ϭϲϬ ΨϮϭ͕ϮϬϬ͘ϬϬ /ŶǀĞƐƚŝŐĂƚŝŽŶƐŝŶƚŽĐŽŶƚƌĂĐƚŽƌƉůĂŶĚĞǀŝĂƚŝŽŶƐ ϭϲ Ϯϰ ϰϬ ϴϬ ΨϭϬ͕ϰϬϬ͘ϬϬ ŚĂŶŐĞKƌĚĞƌZĞǀŝĞǁ;ϱŚĂŶŐĞKƌĚĞƌƐͿ ϴ ϮϬ ϭϲ ϰϬ ϴϰ ΨϭϮ͕ϬϰϬ͘ϬϬ WůĂŶZĞǀŝƐŝŽŶƐ Ϯϰ ϰϬ ϰϬ Ϯϰ ϭϮϴ Ψϭϲ͕ϴϬϬ͘ϬϬ &ŝŶĂůWƵŶĐŚ>ŝƐƚ ϴϴϴ Ϯϰ Ψϯ͕ϰϰϬ͘ϬϬ ZĞĐŽƌĚƌĂǁŝŶŐƐ ϰϭϲϰϬ Ϯϰ ϴϰ Ψϵ͕ϲϰϬ͘ϬϬ ĚĚƌĞƐƐŝŶŐd>ZZĞǀŝĞǁŽŵŵĞŶƚƐ ϭϲ ϭϲ ϯϮ ϲϰ Ψϴ͕ϰϴϬ͘ϬϬ WƵďůŝĐ/ŶǀŽůǀĞŵĞŶƚ;ĂƐƐƵŵĞϭϬŵĞĞƚŝŶŐƐͿ ϯϬ ϯϬ ϲϬ Ψϴ͕ϳϬϬ͘ϬϬ dŽƚĂů Ϭ ϴ Ϭ ϯϯϬ Ϭ ϮϬϰ ϲϮϮ Ϭ Ϭ Ϭ Ϭ Ϭ ϰϴ Ϭ Ϭ Ϭ Ϭ ϭϮϭϮ ΨϭϲϬ͕ϳϰϬ͘ϬϬ dŽƚĂů>ĂďŽƌŽƐƚ ΨϬ͘ϬϬ ΨϮ͕ϬϬϬ͘ϬϬ ΨϬ͘ϬϬ ΨϲϮ͕ϳϬϬ͘ϬϬ ΨϬ͘ϬϬ ΨϮϴ͕ϱϲϬ͘ϬϬ ΨϲϮ͕ϮϬϬ͘ϬϬ ΨϬ͘ϬϬ ΨϬ͘ϬϬΨϬ͘ϬϬΨϬ͘ϬϬΨϬ͘ϬϬΨϱ͕ϮϴϬ͘ϬϬΨϬ͘ϬϬ ΨϬ͘ϬϬ ΨϬ͘ϬϬ ΨϬ͘ϬϬ ΨϭϲϬ͕ϳϰϬ͘ϬϬ >KZdKd>ΨϮϵϮ͕ϭϳϬ͘ϬϬ /ZdyWE^^ΨϮϮ͕ϭϱϵ͘ϬϬ dKd>Ψϯϭϰ͕ϯϮϵ͘ϬϬ Ψϯϭϰ͕ϯϮϵ͘ϬϬ ^Z/Wd/KEK&tKZ<d^< ^^Zs/^ ^^/'E^Zs/^ dKd>&KZ^^Zs/^ WĂŐĞϭŽĨϯ DocuSign Envelope ID: 6C8FC438-E770-4207-ADE8-4B4F44EE88D4 723 dd,DEdŝƚLJŽĨĞŶƚŽŶ ŽŶŶŝĞƌĂĞ^ƚƌĞĞƚZĞĐŽŶƐƚƌƵĐƚŝŽŶͲWŚĂƐĞϲ tKZ<Z<KtE^dZhdhZ DEDEdϮ ^ŚĞĞƚ ŽƵŶƚ WƌŝŶĐŝƉĂůƐ ĞƉĂƌƚŵĞŶƚ DĂŶĂŐĞƌ ^ĞŶŝŽƌWƌŽũĞĐƚ DĂŶĂŐĞƌ WƌŽũĞĐƚ DĂŶĂŐĞƌ ^ĞŶŝŽƌWƌŽũĞĐƚ ŶŐŝŶĞĞƌ WƌŽũĞĐƚ ŶŐŝŶĞĞƌ ƐƐŽĐŝĂƚĞ ŶŐŝŶĞĞƌ/ͬ// ƐƐŽĐŝĂƚĞ ŶŐŝŶĞĞƌ///'/^^ƉĞĐŝĂůŝƐƚ  DĂŶĂŐĞƌ ^ĞŶŝŽƌ ĞƐŝŐŶĞƌ ĞƐŝŐŶĞƌ ^ĞŶŝŽƌ dĞĐŚŶŝĐŝĂŶ  dĞĐŚŶŝĐŝĂŶ ^ĞŶŝŽƌ ŶǀŝƌŽŶŵĞŶƚĂů WůĂŶŶĞƌ ŶǀŝƌŽŶŵĞŶƚĂů WůĂŶŶĞƌ ůĞƌŝĐĂů dŽƚĂů >ĂďŽƌ ,ŽƵƌƐ dŽƚĂů>ĂďŽƌŽƐƚƉĞƌ dĂƐŬ ΨϮϴϬ͘ϬϬ ΨϮϱϬ͘ϬϬ ΨϮϯϬ͘ϬϬ ΨϭϵϬ͘ϬϬ Ψϭϲϱ͘ϬϬ ΨϭϰϬ͘ϬϬ ΨϭϬϬ͘ϬϬ ΨϭϮϱ͘ϬϬ ΨϭϬϬ͘ϬϬ Ψϭϰϳ͘ϬϬ Ψϭϯϱ͘ϬϬ ΨϭϬϬ͘ϬϬ ΨϭϭϬ͘ϬϬ ΨϵϬ͘ϬϬ ΨϮϮϬ͘ϬϬ Ψϭϯϱ͘ϬϬ ΨϵϬ͘ϬϬ ^Z/Wd/KEK&tKZ<d^< dĂƐŬϴͲŶǀŝƌŽŶŵĞŶƚĂů^ĞƌǀŝĐĞƐ dĂƐŬϭͲhƉĚĂƚĞWƌŽũĞĐƚ^ĐŽƉĞĨŽƌƐ ϭ ϮϯΨϱϮϬ͘ϬϬ dĂƐŬϮͲWƌĞƉĂƌĞZĞƋƵĞƐƚĨŽƌůĂƐƐŝĨŝĐĂƚŝŽŶ Ϯ ϭϲ ϭϴ ΨϮ͕ϲϲϬ͘ϬϬ dĂƐŬϴͲdƌĂĨĨŝĐEŽŝƐĞŶĂůLJƐŝƐ ϰ ϭϰϰ ϭϰϴ ΨϮϬ͕ϰϰϬ͘ϬϬ dĂƐŬϵͲDŽďŝůĞ^ŽƵƌĐĞŝƌdŽdžŝĐƐŶĂůLJƐŝƐ ϭ ϴϵΨϭ͕ϯϯϬ͘ϬϬ dĂƐŬϭϬͲŝƌYƵĂůŝƚLJŶĂůLJƐŝƐ ϭ ϴϵΨϭ͕ϯϯϬ͘ϬϬ dŽƚĂů Ϭ ϵ Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ Ϭ ϭϳϴ Ϭ ϭϴϳ ΨϮϲ͕ϮϴϬ͘ϬϬ dŽƚĂů>ĂďŽƌŽƐƚ ΨϬ͘ϬϬ ΨϮ͕ϮϱϬ͘ϬϬ ΨϬ͘ϬϬ ΨϬ͘ϬϬ ΨϬ͘ϬϬ ΨϬ͘ϬϬ ΨϬ͘ϬϬ ΨϬ͘ϬϬ ΨϬ͘ϬϬ ΨϬ͘ϬϬ ΨϬ͘ϬϬ ΨϬ͘ϬϬΨϬ͘ϬϬΨϬ͘ϬϬ ΨϬ͘ϬϬΨϮϰ͕ϬϯϬ͘ϬϬΨϬ͘ϬϬ ΨϮϲ͕ϮϴϬ͘ϬϬ >KZdKd>ΨϮϲ͕ϮϴϬ͘ϬϬ /ZdyWE^^ΨϬ͘ϬϬ dKd>ΨϮϲ͕ϮϴϬ͘ϬϬ ^W/>^Zs/^ ^W/>^Zs/^ dKd>&KZ^W/>^Zs/^ΨϮϲ͕ϮϴϬ͘ϬϬ dKd>&KZ>>^Zs/^ͲDEDEdϮ ΨϯϰϬ͕ϲϬϵ͘ϬϬ WĂŐĞϮŽĨϯ DocuSign Envelope ID: 6C8FC438-E770-4207-ADE8-4B4F44EE88D4 724 dd,DEdŝƚLJŽĨĞŶƚŽŶ ŽŶŶŝĞƌĂĞ^ƚƌĞĞƚZĞĐŽŶƐƚƌƵĐƚŝŽŶͲWŚĂƐĞϲ tKZ<Z<KtE^dZhdhZ DEDEdϮ hŶŝƚ ŽƐƚWĞƌ hŶŝƚ YƵĂŶƚŝƚLJ ŽƐƚ ŝĚWŚĂƐĞĂŶĚŽŶƐƚƌƵĐƚŝŽŶWŚĂƐĞ^ĞƌǀŝĐĞƐ d>ZWůĂŶZĞǀŝĞǁĂŶĚ/ŶƐƉĞĐƚŝŽŶ >^ Ψϯ͕ϬϬϬ͘ϬϬ ϭ Ψϯ͕ϬϬϬ DŝůĞĂŐĞ DŝůĞ ΨϬ͘ϱϴ ϭϯ͕ϯϮϬ Ψϳ͕ϲϱϵ ƉŚŽƚŽĐŽƉŝĞƐͬt;ϭϭdžϭϳͿ  ΨϬ͘ϮϬ ϱ͕ϬϬϬ Ψϭ͕ϬϬϬ ƉŚŽƚŽĐŽƉŝĞƐͬt;ϴ͘ϱdžϭϭͿ  ΨϬ͘ϭϬ ϱ͕ϬϬϬ ΨϱϬϬ ZKtƉƉƌĂŝƐĂůĞƌƚŝĨŝĐƚĂĞƐͲWĂƐƐƚŚƌŽƵŐŚĞdžƉĞŶƐĞƐ  ΨϱϬϬ͘ϬϬ ϮϬ ΨϭϬ͕ϬϬϬ ^ƵďƚŽƚĂů ΨϮϮ͕ϭϱϵ dKd>/ZdyWE^^ΨϮϮ͕ϭϱϵ ^^Zs/^Ͳ/ZdyWE^^ WĂŐĞϯŽĨϯ DocuSign Envelope ID: 6C8FC438-E770-4207-ADE8-4B4F44EE88D4 725 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: 6C8FC438-E770-4207-ADE8-4B4F44EE88D4 B RPS Infrastructure, Inc. N/A X X X N/A 9/16/2020 X 726 Certificate Of Completion Envelope Id: 6C8FC438E7704207ADE84B4F44EE88D4 Status: Sent Subject: Please DocuSign: City Council Contract 6590-032 - Bonnie Brae Phase 6 - Amendment 2 Source Envelope: Document Pages: 19 Signatures: 4 Envelope Originator: Certificate Pages: 6 Initials: 1 Laura Hermosillo AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 laura.hermosillo@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 9/11/2020 2:35:08 PM Holder: Laura Hermosillo laura.hermosillo@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Laura Hermosillo laura.hermosillo@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 9/11/2020 2:40:34 PM Viewed: 9/11/2020 2:40:47 PM Signed: 9/11/2020 2:40:50 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: 198.49.140.104 Sent: 9/11/2020 2:40:53 PM Viewed: 9/14/2020 7:19:27 AM Signed: 9/14/2020 7:19:55 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: 9/14/2020 7:19:58 AM Viewed: 9/14/2020 10:12:10 AM Signed: 9/14/2020 10:15:19 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Doug Matthys Doug.Matthys@rpsgroup.com President & CEO RPS Security Level: Email, Account Authentication (None) Signature Adoption: Uploaded Signature Image Using IP Address: 50.244.124.241 Sent: 9/14/2020 10:15:22 AM Resent: 9/15/2020 1:50:16 PM Resent: 9/16/2020 10:03:43 AM Viewed: 9/16/2020 12:26:43 PM Signed: 9/16/2020 12:29:24 PM Electronic Record and Signature Disclosure: Accepted: 9/16/2020 12:26:43 PM ID: 453686f7-067b-4f6f-b55d-b45598cc42d5 727 Signer Events Signature Timestamp Rebecca Diviney Rebecca.Diviney@cityofdenton.com Director of Capital Projects/City Engineer Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 47.222.28.222 Sent: 9/16/2020 12:29:27 PM Viewed: 9/16/2020 3:05:28 PM Signed: 9/16/2020 3:07:29 PM Electronic Record and Signature Disclosure: Accepted: 9/16/2020 3:05:28 PM ID: 15634eaf-993d-4018-9d9a-cc6555d7510c Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 9/16/2020 3:07:32 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman Todd.Hileman@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/25/2017 11:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 9/11/2020 2:40:52 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sherri Thurman sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 9/16/2020 3:07:32 PM 728 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 Seth Garcia Seth.Garcia@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 9/16/2020 3:07:32 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure 729 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: Doug Matthys, Rebecca Diviney, Todd Hileman 730 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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Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. 732 Bonnie Brae Phase 6 Design Amendment #2 City Council –October 13, 2020 20-1994733 Bonnie Brae Phase 6 Project Overview 2 •Divided four-lane roadway •Street lighting •10 foot mixed-use path •Traffic Signals at Windsor Dr, Riney Rd & US-77 •6,100 feet of water mains •Drainage System 20-1994 •Original Project Extents were Bonnie Brae from University Dr. to Windsor Dr. •With the 2019 Bond, the project was extended from Windsor to US-77. 734 3 Design Summary Contract/Amendment Cost Fund Source Summary of Item Original Contract $2,030,479.50 2014 Bond & Utility Revenue Preliminary and Final Design, FEMA Coordination, Traffic Study, Environmental services, SUE, Survey, Right of Way services, Geotech, Franchise utility coordination Amendment #1 $397,760.00 2014 Bond Right of Way appraisals, Right of Entries, Negotiation services, Eminent Domain services, Title & Closing services Amendment #2 $340,609.00 2014 Bond Traffic Noise analysis, Schematic for connection between US-77 and Loop 288 (TxDOT took over project), Bid phase, Construction phase services Original Contract Amount: $ 2,030,479.50 Total of Amendments $738,369.00 New Contract Amount: $ 2,768,848.50 20-1994 735 Bonnie Brae Phase 6 •Phase 6 US-380 –US-77 ➢100 % Design Documents (Plan, Specifications, and Estimates) –Completed January 2021 ➢Project Bidding –February 2021 ➢Construction –May 2021 4 Project Schedule 20-1994 736 Staff Recommendation Authorize the approval of Amendment #2 to the contract between the City of Denton and RPS Infrastructure, Inc. in a not-to-exceed amount of $340,609, bringing the total contract award to $2,768,848.50. 520-1994 737 Questions? 620-1994 738 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-2009,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,a Texas home-rule municipal corporation,authorizing the City Manager to execute a Professional Services Agreement with Burns &McDonnell,Inc.,for the supply of a solid waste management strategy for the Solid Waste and Recycling Department;providing for the expenditure of funds therefor;and providing an effective date (RFP 7281 -awarded to Burns &McDonnell, Inc., in the not-to-exceed amount of $155,250). City of Denton Printed on 10/9/2020Page 1 of 1 powered by Legistar™739 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance ACM: David Gaines DATE: October 13, 2020 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a Professional Services Agreement with Burns & McDonnell, Inc., for the supply of a solid waste management strategy for the Solid Waste and Recycling Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 7281 – awarded to Burns & McDonnell, Inc., in the not-to-exceed amount of $155,250). INFORMATION/BACKGROUND The City of Denton is one of the fastest growing metropolitan areas in the State of Texas and the United States, adding approximately 300 homes to its service schedule every month. As the City continues to grow, questions arise about how the City will manage its garbage and recycling over the next 25 years. To help define and drive those decisions, the staff is proposing the creation of a Comprehensive Solid Waste Management Strategy (CSWMS), a forward-looking planning document that evaluates solid waste best practices, demographics, and financial impacts. The data gathered will be used to assemble a state-of-the- art strategy that helps the City strategize, identify, align, and set short- and long-term goals, policies, and actions to manage the generation, diversion, and disposal of solid waste. Feedback from the Denton City Council, residents, and staff will be used to define the direction of the City’s Solid Waste Management Program over the next 15-25 years, improving the quality of life for Denton residents now and in the future. This will be a holistic effort by the City of Denton to comprehensively evaluate waste generation, manage solid waste activities, and strategically address personal, residential, commercial, and corporate waste generation and diversion activities. The City of Denton solicited proposals through a competitive process for a professional service agreement to supply a comprehensive solid waste management strategy for the Solid Waste and Recycling Department and is ready to award the contract to the vendor rated highest, Burns & McDonnell, Inc. Requests for Proposals was sent to 311 prospective suppliers of this item. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. Four (4) proposals were received and evaluated based upon published criteria including project schedule, compliance with specifications, probable performance and price. Based upon this evaluation, Burns & McDonnell, Inc. was ranked the highest and determined to be the best value for the City. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 740 NIGP Code Used for Solicitation: 925 - (Service Only) - Engineering Services, Professional Notifications sent for Solicitation sent in IonWave: 311 Number of Suppliers that viewed Solicitation in IonWave: 12 HUB-Historically Underutilized Business Invitations sent out: 26 SBE-Small Business Enterprise Invitations sent out: 82 Responses from Solicitation: 4 PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On October 12, 2020, this item will go to the Public Utilities Board (PUB) for recommendation to City Council for consideration. RECOMMENDATION Award a contract with Burns & McDonnell, Inc., for the supply of a solid waste management strategy for the Solid Waste and Recycling Department, in a not-to-exceed amount of $155,250. PRINCIPAL PLACE OF BUSINESS Burns & McDonnell, Inc. Austin, TX ESTIMATED SCHEDULE OF PROJECT This project will be started upon approval with a completion date within eighteen (18) months. FISCAL INFORMATION These services will be funded from FY 19-20 Solid Waste Operating Funds. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Pricing Evaluation Exhibit 3: Ordinance and Contract Exhibit 4: Presentation Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Brian Boerner, 940-349-8001. Legal point of contact: Mack Reinwand at 940-349-8333. 741 Burns & McDonnell, Inc. NewGen Strategies and Solutions Gershman, Brickner & Bratton Arredondo, Zepeda & Brunz, LLCAustin, TXAustin, TXMcLean, VADallas, TX$143,910.00 $168,712.00 $208,795.00 $94,500.00Item # Description1 Delivery/Project Schedule-20%17.20 19.60 17.80 6.002 Compliance with Specifications-20%17.00 17.80 13.20 11.203 Probable Performance-30% 28.00 26.00 18.20 15.004 Price, Total Cost of Ownership-30%19.70 16.80 13.58 30.0081.9080.20 62.78 62.20Burns & McDonnell, Inc. NewGen Strategies and SolutionsAustin, TXAustin, TX$155,250.00 $168,712.00Item # Description1 Delivery/Project Schedule-20% 17.20 19.602 Compliance with Specifications-20% 17.00 17.803 Probable Performance-30% 28.00 26.004 Price, Total Cost of Ownership-30% 30.00 27.6192.2091.01Exhibit 2RFP 7281 - Pricing Evaluation for the Comprehensive Solid Waste Management StrategyRound 1Best and Final Offer Proposal PriceProposal PriceTOTAL:BAFO Scoring - sent out to top 2 firmsTOTAL:Respondent's Business Name:Principal Place of Business (City and State):Respondent's Business Name:Principal Place of Business (City and State):742 ORDINANCE NO. __________________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH BURNS & MCDONNELL, INC., FOR THE SUPPLY OF A SOLID WASTE MANAGEMENT STRATEGY FOR THE SOLID WASTE AND RECYCLING DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 7281 – AWARDED TO BURNS & MCDONNELL, INC., IN THE NOT-TO-EXCEED AMOUNT OF $155,250). WHEREAS, the City has solicited, received, and evaluated competitive proposals for the supply of a Solid Waste Management strategy for the Solid Waste and Recycling Department; 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 7281 Burns & McDonnell, Inc. $155,250 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 743 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: ______ ______ ______ ______ 744 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~~~ 745 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 73FE717E-C6E3-47B8-8511-BF0EFE02E35A 7281 Not Applicable Crystal Westbrook COMPREHENSIVE SOLID WASTE MGMT STRATEGY RFP 746 City of Denton, Texas Contract 7281 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES FILE 7281 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 Burns & McDonnell, Engineering Company Inc., with its office at 8911 Capital of Texas Highway, Suite 3100, Austin, TX 78759, 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, Comprehensive Solid Waste Management Strategy, 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 #7281 Comprehensive Solid Waste Management Strategy, which is on file DocuSign Envelope ID: 73FE717E-C6E3-47B8-8511-BF0EFE02E35A 747 City of Denton, Texas Contract 7281 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 at 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: 73FE717E-C6E3-47B8-8511-BF0EFE02E35A 748 City of Denton, Texas Contract 7281 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 ARTICLE IV TIME OF COMPLETION CONSULTANT is authorized to commence work under this contract upon execution of this AGREEMENT. CONSULTANT shall perform and complete its obligations herein in a prompt and continuous manner, so as to not delay the completion of the Project in accordance with the schedules as described in Exhibit 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 CONSULTANT the lump sum amount of $155,250 (outlined in Exhibit B which is attached hereto and made a part of this Agreement as if written word for word herein) which is inclusive of reimbursement for direct non-labor expenses. Partial payments to the CONSULTANT will be made on the basis of detailed monthly basis of estimated percent complete of the work 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: 73FE717E-C6E3-47B8-8511-BF0EFE02E35A 749 City of Denton, Texas Contract 7281 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 C. ADDITIONAL SERVICES: For additional services authorized in writing by the OWNER in Article III, the CONSULTANT shall be paid based on the Schedule of Charges at an hourly rate shown in Exhibit 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 skill, care and diligence in the performance of its services and will carry out its responsibilities in accordance with customarily accepted professional practices. If CONSULTANT fails to meet the foregoing standard, CONSULTANT will perform at its own cost, the professional services necessary to correct errors and omissions reported to CONSULTANTS in writing within one year from the completion of CONSULTANT’s services for the Project. No warranty, express or implied, is included in this Agreement or regarding any drawing, specification, or other work product or instrument of service. 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 DocuSign Envelope ID: 73FE717E-C6E3-47B8-8511-BF0EFE02E35A 750 City of Denton, Texas Contract 7281 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 the OWNER uses any of the information or materials developed pursuant to this Agreement in another project or for other purposes than specified herein, CONSULTANT is released from any and all liability relating to their use in that project. ARTICLE VIII INDEMNITY AGREEMENT THE CONSULTANT SHALL INDEMNIFY AND SAVE AND HOLD HARMLESS THE OWNER AND ITS OFFICERS, OFFICIALS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, DEMANDS, DAMAGES, LOSSES, AND EXPENSES, INCLUDING, BUT NOT LIMITED TO COURT COSTS AND REASONABLE ATTORNEY FEES ASSERTED AGAINST OR INCURRED BY THE OWNER, AND INCLUDING, WITHOUT LIMITATION, DAMAGES FOR BODILY AND PERSONAL INJURY, DEATH AND PROPERTY DAMAGE, RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OF THE CONSULTANT OR ITS OFFICERS, SHAREHOLDERS, AGENTS, OR EMPLOYEES INCIDENTAL TO, RELATED TO, AND IN THE EXECUTION, OPERATION, OR PERFORMANCE OF THIS AGREEMENT. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties’ defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE IX INSURANCE During the performance of the services under this Agreement, CONSULTANT shall maintain insurance in compliance with the requirements of Exhibit 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 DocuSign Envelope ID: 73FE717E-C6E3-47B8-8511-BF0EFE02E35A 751 City of Denton, Texas Contract 7281 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 the non-performance, and not less than fifteen (15) calendar days to cure the failure; and (2) an opportunity for consultation with the terminating party prior to termination. C. If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services and shall render a final bill for services to the OWNER within thirty (30) days after the date of termination. The OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily performed and for reimbursable expenses to termination incurred prior to the date of termination, in accordance with Article V “Compensation.” Should the OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in providing information. The CONSULTANT shall turn over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination, but may maintain copies of such documents for its use. ARTICLE XII RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the OWNER shall not constitute, nor be deemed a release of the responsibility and liability of the CONSULTANT, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by the OWNER for any defect in the design or other work prepared by the CONSULTANT, its employees, subcontractors, agents, and consultants. ARTICLE XIII NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) days’ mailing: To CONSULTANT: To OWNER: Burns & McDonnell Engineering Company, Inc. City of Denton Scott Hoffine Purchasing Manager –File 7281 8911 Capital of Texas Highway, STE 3100 901B Texas Street Austin, Texas 78759 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 DocuSign Envelope ID: 73FE717E-C6E3-47B8-8511-BF0EFE02E35A 752 City of Denton, Texas Contract 7281 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE XV SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. ARTICLE XVI COMPLIANCE WITH LAWS The CONSULTANT shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as those laws may now read or hereinafter be amended. ARTICLE XVII DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, sexual orientation, national origin or ancestry, age, or physical handicap. ARTICLE XVIII PERSONNEL A. The CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, or have any contractual relations with the OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. B. All services required hereunder will be performed by the CONSULTANT or under its supervision. All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services. 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: 73FE717E-C6E3-47B8-8511-BF0EFE02E35A 753 City of Denton, Texas Contract 7281 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 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 7281 Comprehensive Solid Waste Management Strategy (on file at the purchasing office) Exhibit B – Consultant’s Scope of Services Offer, Project Schedule and 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 as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the OWNER. DocuSign Envelope ID: 73FE717E-C6E3-47B8-8511-BF0EFE02E35A Scott Pasternak 754 City of Denton, Texas Contract 7281 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 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. Notwithstanding anything to the contrary herein, in no event shall OWNER be entitled to audit the composition of any agreed upon fixed rates or percentage multipliers; nor shall it be entitled to audit any rates, charges, costs, hours worked, or expenses related to services performed on a lump sum or fixed price basis except to generally verify that monthly billings are appropriately proportional to the services performed during the billing period based upon the agreed lump sum amount. 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 DocuSign Envelope ID: 73FE717E-C6E3-47B8-8511-BF0EFE02E35A 755 City of Denton, Texas Contract 7281 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. ARTICLE XXIV Prohibition On Contracts With Companies Boycotting Israel Supplier acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Supplier certifies that Supplier’s signature provides written verification to the City that Supplier: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXV Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Supplier certifies that Supplier’s signature provides written verification to the City that Supplier, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXVI CERTIFICATE OF INTERESTED PARTIES ELECTRONIC FILING In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. 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 DocuSign Envelope ID: 73FE717E-C6E3-47B8-8511-BF0EFE02E35A 756 City of Denton, Texas Contract 7281 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The OWNER must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. 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______________________. BURNS & MCDONNELL, ENGINEERING COMPANY, INC. A MISSOUR CORPORATION “CONSULTANT” BY: ____________________________ STEVE HOFFINE ITS: ____________________________ __________________________________ TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS “OWNER” 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: 73FE717E-C6E3-47B8-8511-BF0EFE02E35A 2020-671863 Principal Director of Solid Waste Brian Boerner Solid Waste and Recycling 757 8911 Capital of Texas Highway, Suite 3100 \ Austin, Texas 78759 burnsmcd.com July 24, 2020 Ms. Crystal Westbrook Materials Management Division City of Denton 901B Texas Street Denton, TX 76209 Re: RFP Number 7281: Comprehensive Solid Waste Management Strategy – Best and Final Offer (Updated to Include Conduct Recycling and Waste Characterization Analysis Directly for Denton) Dear Ms. Westbrook and Members of the Selection Committee: The City of Denton is requesting a Best and Final Offer (BAFO) from Burns and McDonnell to advise the City with the development of a Comprehensive Solid Waste Management Strategy. Our understanding is that the BAFO is being requested based on challenges associated with Covid-19 that require the conduct of this project in a virtual format. Additionally, we have reduced our fee to reflect financial challenges being faced by the City. We have adjusted our pricing to reflect the following changes in the Work Plan: ► Task C – Kick-off Meeting: Conduct as a virtual meeting. ► Task 1B – Strategy Vision Workshops: Rather than two, 5 to 6 hour in-person workshops with the Think Tank group, we will need to conduct a greater number of virtual workshops that will be shorter in duration, as we do not recommend conducting the virtual workshops for a 5 to 6 hour time slot. We are committed to covering the full range of topics identified in our scope of services for this task, and will coordinate with City staff on the details (in terms of the number and duration of virtual meetings). We do have comprehensive technology solutions that will allow for the conduct of the workshops virtually. ► Task 2 – Garbage and Recycling Composition: Our BAFO is based on Burns & McDonnell conducting a recycling and waste characterization analysis directly for the City of Denton. A more detailed scope of service can be provided upon request. Our budget is based on sorting 42 samples for garbage and recycling: o Residential: Eight garbage and eight recycling samples. Each sample will be collected by City staff from approximately 8 – 10 carts so that the methodology is consistent with the NCTCOG characterization approach. o Multi-Family: Three garbage samples and three recycling samples from old, moderate and new apartment complexes. Each sample will be up to 200 pounds. o Commercial: Eight garbage samples and eight recycling samples. Each sample will be up to 200 pounds. All sorting will follow standards established by the American Society for Testing and Materials and will include the same 34 material categories as included for the NCTCOG characterization. We will provide the City with an analysis of the data and report section. The analysis will also include a comparison to the NCTCOG characterization study for residential samples. The pricing in the BAFO may vary based on the number of samples to be sorted and whether the sorting will occur at the City of Denton landfill site or at upcoming sort at the City of Dallas for NCTCOG. Please refer to the table on the following page for details. Our budget assumes that we will be able to complete the sorting on the same trip as the planned sorts for NCTCOG in the fall of 2020. ► Task 5 – Education and Outreach: Change from an in-person to a virtual workshop. EXHIBIT B DocuSign Envelope ID: 73FE717E-C6E3-47B8-8511-BF0EFE02E35A 758 July 24, 2020 Page 2 ► Task 7C – Meetings with City Council and PUB: The four meetings/presentations with the Public Utility Board (PUB) and City Council during the project will be conducted virtually. Our Best and Final Offer is provided in the following table for RFP Number 7281: Comprehensive Solid Waste Management Strategy. Costs include out of pocket expense and will be invoiced on a percent complete basis. Task Fee INITIAL TASK – PROJECT MANAGEMENT, INFORMATION REQUEST, AND PROJECT KICK-OFF Task A – Provide Project Management and Oversite $3,520 Task B – Information Request $1,240 Task C – Kick-off Meeting $1,720 TASK 1 – COMMUNICATIONS (LISTENING AND REPORTING) Task 1A – Planning for the Think Tank $2,610 Task 1B – Strategy Vision Workshops and Report $20,140 TASK 2 – DATA (includes efforts from original Work Plan) $23,610 Conduct Recycling and Waste Characterization Analysis Directly for Denton1 $35,300 TASK 3 – POLICY ANALYSIS/TRENDING Task 3A – Review Relevant Solid Waste and Citywide Planning Studies $1,400 Task 3B – Solid Waste and Recycling Trends, Policies and Regulatory Review $23,560 TASK 4 – ENVIRONMENTAL IMPACTS/SUSTAINABILITY $7,370 TASK 5 – EDUCATION AND OUTREACH $6,880 TASK 6 - FINANCING $15,500 TASK 7 – OTHER REQUIREMENTS Task 7A – Implementation Plan $1,550 Task 7B – Develop Draft and Final Solid Waste Strategy Report $4,440 Task 7C – Meetings with City Council and PUB $6,410 Total $155,250 1. The fee is based on sorting 42 recycling and garbage samples: 16 residential, six multi-family and 16 commercial samples. If the City would like to adjust the number of samples (up or down), the fee per sample is $390 for garbage and $275 for recycling. Fee assumes the sort will occur the week before or after the upcoming sort for the NCTCOG (estimated Fall 2020). Fee assumes the sorting will occur at the City of Dallas sorting location, which allows us to decrease the fee. If the sorting occurs at the City of Denton landfill, the fee will increase by $3,000 (due to a need for additional set-up requirements and development of a separate health and safety plan). Regardless of whether the soring occurs in Dallas or Denton, City staff will responsible for delivering samples to the sorting team. If the sorting occurs in Denton, the City will provide a location for the sorting efforts. For the original scope of work, we reduced our fee from $143,910 to $119,950. Including the recycling and waste characterization increases the fee by $35,300 from $119,950 to $155,250. The history of our staff with the City of Denton extends to 2005 for the solid waste and recycling consulting services. Because we have previously worked closely with the City, we understand the key challenges you are facing. We look forward to renewing our relationship with you. Please contact Scott Pasternak at (512) 872-7141 or spasternak@burnsmcd.com should you have questions regarding our proposal. Sincerely, Scott Pasternak Senior Project Manager DocuSign Envelope ID: 73FE717E-C6E3-47B8-8511-BF0EFE02E35A 759 City of Denton, Texas Contract 7281 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 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: 73FE717E-C6E3-47B8-8511-BF0EFE02E35A 760 City of Denton, Texas Contract 7281 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18  Name as additional insured the City of Denton, its Officials, Agents, Employees and volunteers.  That such insurance is primary to any other insurance available to the additional insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability.  Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers.  Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled before the expiration date.  Should any of the required insurance be provided under a claims-made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered.  Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance.  Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [X ] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: DocuSign Envelope ID: 73FE717E-C6E3-47B8-8511-BF0EFE02E35A 761 City of Denton, Texas Contract 7281 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18  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). [ ] Owner's and Contractor's Protective Liability Insurance DocuSign Envelope ID: 73FE717E-C6E3-47B8-8511-BF0EFE02E35A 762 City of Denton, Texas Contract 7281 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 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: 73FE717E-C6E3-47B8-8511-BF0EFE02E35A 763 City of Denton, Texas Contract 7281 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 ATTACHMENT 1 [ ] Workers’ Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC- 81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner-operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1) a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and DocuSign Envelope ID: 73FE717E-C6E3-47B8-8511-BF0EFE02E35A 764 City of Denton, Texas Contract 7281 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 2) no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1) provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2) provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3) provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4) obtain from each other person with whom it contracts, and provide to the contractor: a) certificate of coverage, prior to the other person beginning work on the project; and b) a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5) retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 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 DocuSign Envelope ID: 73FE717E-C6E3-47B8-8511-BF0EFE02E35A 765 City of Denton, Texas Contract 7281 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 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: 73FE717E-C6E3-47B8-8511-BF0EFE02E35A 766 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: 73FE717E-C6E3-47B8-8511-BF0EFE02E35A CIQ BURNS & MCDONNELL, ENGINEERING COMPANY INC. Not Applicable X X X X 9/25/2020 None 767 Certificate Of Completion Envelope Id: 73FE717EC6E347B88511BF0EFE02E35A Status: Sent Subject: Please DocuSign: City Council Contract 7281-Comprehensive Solid Waste Management Strategy Source Envelope: Document Pages: 22 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 9/22/2020 10:57:16 AM 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: 9/22/2020 11:00:13 AM Viewed: 9/22/2020 11:00:22 AM Signed: 9/22/2020 11:01:35 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: 47.184.87.98 Sent: 9/22/2020 11:01:37 AM Viewed: 9/22/2020 12:47:59 PM Signed: 9/22/2020 12:49:08 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: 76.186.77.161 Sent: 9/22/2020 12:49:11 PM Viewed: 9/25/2020 10:00:25 AM Signed: 9/25/2020 10:02:48 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Stephen R Hoffine shoff@burnsmcd.com Principal Burns & McDonnell Engineering Company, Inc. Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 141.193.16.150 Sent: 9/25/2020 10:02:51 AM Viewed: 9/25/2020 10:04:06 AM Signed: 9/25/2020 11:52:35 AM Electronic Record and Signature Disclosure: Accepted: 9/25/2020 10:04:06 AM ID: 4d3dfb8b-4abf-42f1-bbd3-6e8c013e2cad 768 Signer Events Signature Timestamp Brian Boerner brian.boerner@cityofdenton.com Director of Solid Waste Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 9/25/2020 11:52:37 AM Viewed: 9/25/2020 12:07:15 PM Signed: 9/25/2020 12:08:33 PM Electronic Record and Signature Disclosure: Accepted: 9/25/2020 12:07:15 PM ID: 2dae83a9-582d-4b3f-8033-530896911b2d Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 9/25/2020 12:08:36 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman Todd.Hileman@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/25/2017 11:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 9/22/2020 11:01:37 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sherri Thurman sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 9/25/2020 12:08:36 PM 769 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 James Tips james.tips@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 9/25/2020 12:08:36 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure 770 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. 773 Comprehensive Solid Waste Management Strategy CITY OF DENTON SOLID WASTE AND RECYCLING DEPARTMENT CITY COUNCIL -OCTOBER 13, 2020 –ID 20-2009 1 774 Today’s Presentation In anticipation of Agenda Item ID 20-2009 ◦What is a Comprehensive Solid Waste Management Strategy? ◦How does if differ from a “Plan” ◦Discuss the process to identify a Consultant to complete our strategy ◦How will we complete the strategy ◦Time frame to completion 2CITY COUNCIL -OCTOBER 13, 2020 –ID 20-2009 775 Strategy vs. Plan A Strategy is a framework for making decisions about how you will play the game ◦What resources do we have to work with ◦What are the constrains we have to operate within ◦Bring value to the undervalued A Plan is a detailed proposal for doing or achieving something ◦How will we win the game 3CITY COUNCIL -OCTOBER 13, 2020 –ID 20-2009 776 A Comprehensive Solid Waste Management Strategy Identifies ◦Materials to be managed ◦Markets available to manage diverted materials ◦How to create markets and Identify/support the marketplace ◦Waste diversion and disposal opportunities ◦Operational Priorities ◦Fiscal Management ◦Develop benchmarks and performance indicators ◦Branding, Marketing, and Outreach ◦Legal and Regulatory opportunity and constraints To enhance resource recovery policy, programs, and services Sets goals and programs to anchor a solid waste management plan 4CITY COUNCIL -OCTOBER 13, 2020 –ID 20-2009 777 Burns and McDonnell Identified as the most qualified firm to complete the project ◦Worked with Federal, State, and local partners to: ◦Create solid waste strategies ◦Innovate outreach and stakeholder engagement ◦Define existing and future waste markets ◦Full cost accounting ◦Synergy and leverage ◦Waste characterization ◦Experience and relationships 5CITY COUNCIL -OCTOBER 13, 2020 –ID 20-2009 778 Burns and McDonnell Project Leadership 6CITY COUNCIL -OCTOBER 13, 2020 –ID 20-2009 779 7 References Documented Work Austin, Dallas, Frisco, Georgetown, Huntsville, Irving, San Antonio, El Paso and Phoenix, Denver, Coppell, State of Virginia, New York City Solid Waste and Recycling Planning and Strategic Analysis H-GAC (Houston), NCTCOG (Dallas-Fort Worth) and CAPCOG (Central Texas) Waste Quantities and Projections Amarillo, San Antonio, Dallas, Austin, Denver, Phoenix, Tempe, Glendale, Goodyear, Tucson, Midland, Oklahoma City, Corpus Christi, College Station, El Paso and Weatherford Business and Financial Georgetown, Denver, Phoenix, Fort Worth, Austin, Dallas, San Antonio, El Paso, San Jose, Seattle Honolulu, Kansas City, Kauai County, McLeod County, Minneapolis, Phoenix, Ramsey County and Sioux Falls. Waste Minimization and Recycling Amarillo, Phoenix, Seattle, San Antonio, Denver, Austin, Dallas, El Paso, Corpus Christi, Midland, North Texas Municipal Water District, Irving and Weatherford Collection and Facility Operations Cedar Park, City of San Antonio, City of Dallas, State of Colorado. Public Outreach State of Tennessee, City of Phoenix, the H-GAC, Iowa Department of Natural Resources Educational and Outreach Campaigns Dallas, San Antonio, Garland, CAPCOG and Denver Public Private Partnerships and Market Analysis CITY COUNCIL -OCTOBER 13, 2020 –ID 20-2009 780 8 References Documented Work NCTCOG To provide an understanding of the quantity and quality of materials in communities’ recycling systems and develop a regional public educational campaign focused on increasing recycling participation and decreasing contamination. Highlights of the project include: regional refuse and recycling composition, Capture rate analysis, Financial impacts, Acceptable materials list, Regional educational campaign CITY OF GEORGETOWN, TEXAS To develop a comprehensive solid waste master plan (CSWMP) and transfer station feasibility study. Evaluated options for expanding or replacing the City’s existing transfer station. The transfer station portion of the analysis included a detailed workshop with the City and its private sector partner to discuss the City’s future needs for this facility, as well as waste generation and forecasting. Highlights of the plan include: Stakeholder Engagement, Current System, Waste Characterization and Generation Forecast, Establish CSWPM Goals and Objectives, Identify Alternative Strategies and Evaluate Options, 20-yr Implementation and Funding Plan TCEQ In 2015, the 84th Texas Legislature passed House Bill 2763 that directed the Texas Commission on Environmental Quality (TCEQ) to conduct a study on the economic impacts of recycling in Texas. The TCEQ retained Burns & McDonnell to develop the study, which was published in 2017. Content of the Study of the Economic Impacts of Recycling (SEIR) includes: Executive Summary, Methodology, Recycled Tons and Recycling Rate, Recycling Costs, Value and Quality, Composition, Methods to Increase Recycling, Grants and other Funding Sources, Economic Impacts of Recycling, Infrastructure Needs Iowa Department of Natural Resources Provided a statewide vision based on data analysis, benchmarking, stakeholder surveys and focus groups. City of Columbia, Missouri | Organic Waste Management Study Demonstrated technical capabilities to evaluate environmental impacts, including GHGs, for multiple options to manage food waste, wood waste and yard waste. CITY COUNCIL -OCTOBER 13, 2020 –ID 20-2009 781 Key Focus Areas 9CITY COUNCIL -OCTOBER 13, 2020 –ID 20-2009 782 Strategy Development Tasks Over the next 12 months (+/-) ◦Waste Stream Characterization ◦What are we throwing away and in what volumes ◦Residential, multi-family, and commercial sectors ◦Visioning Workshops ◦Structured Engagement ◦Think tanks ◦Interviews ◦Data Collection and Management ◦Marketplace Opportunity Analysis for beneficial reuse ◦Environmental Impacts/Sustainability ◦Education and Outreach ◦Financial Management 10CITY COUNCIL -OCTOBER 13, 2020 –ID 20-2009 783 Questions? 11CITY COUNCIL -OCTOBER 13, 2020 –ID 20-2009 784 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-2039,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton prohibiting parking on Kimberly Drive between Morse Street and Karina Street; providing a repealer clause; providing a savings clause; providing for a penalty not to exceed $200 for violations of this ordinance; providing that violations of this ordinance shall be governed by Chapter 18 of the Code of Ordinances of the City of Denton; and providing for an effective date. City of Denton Printed on 10/9/2020Page 1 of 1 powered by Legistar™785 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Capital Projects DCM: Sara Hensley DATE: October 13, 2020 SUBJECT Consider adoption of an ordinance of the City of Denton prohibiting parking on Kimberly Drive between Morse Street and Karina Street; providing a repealer clause; providing a savings clause; providing for a penalty not to exceed $200 for violations of this ordinance; providing that violations of this ordinance shall be governed by Chapter 18 of the Code of Ordinances of the City of Denton; and providing for an effective date. BACKGROUND On September 23, 2020, staff received a request from representatives of Denton County to consider the prohibition of semi-truck/tractor parking along Kimberly Drive south of Morse Street. Staff reviewed the location, observed the existing parking occurrences and determined that on-street parking of large semi- truck/tractor trailer vehicles presents a public safety issue for motorists, cyclists, and pedestrians. RECOMMENDATION Staff recommends adoption of the ordinance restricting commercial truck parking on Kimberly Drive. ESTIMATED SCHEDULE OF PROJECT Upon approval of this ordinance, the NO TRUCK PARKING signs will be installed by the end of October 2020. Additionally, should the ordinance be approved, the Denton Police Department will begin an education and enforcement strategy to ensure semi-trucks no longer park on Kimberly Drive. FISCAL INFORMATION Materials for this project are available and will be funded through the Traffic Operations general operating budget. EXHIBITS 1. Exhibit 1 - Agenda Information Sheet 2. Exhibit 2 – Location Map 3. Exhibit 3 – No Parking Ordinance for Kimberly Drive Respectfully submitted: Brian D. Jahn, PE City Traffic Engineer City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 786 Proposed NO PARKING Location 787   1  ORDINANCE NO. 20-___________________ AN ORDINANCE OF THE CITY OF DENTON PROHIBITING PARKING ON KIMBERLY DRIVE BETWEEN MORSE STREET AND KARINA STREET; PROVIDING A REPEALER CLAUSE; PROVIDING A SAVINGS CLAUSE; PROVIDING FOR A PENALTY NOT TO EXCEED $200 FOR VIOLATIONS OF THIS ORDINANCE; PROVIDING THAT VIOLATIONS OF THIS ORDINANCE SHALL BE GOVERNED BY CHAPTER 18 OF THE CODE OF ORDINANCES OF THE CITY OF DENTON; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the traffic volumes and associated congestion on Kimberly Drive and surrounding streets have increase over 30% since 2015; and WHEREAS, the parking of semi-trucks and trailers presents a safety concern for motorists and pedestrians; and WHEREAS, the continued development of the areas adjacent to Kimberly Drive will create additional traffic demands on Kimberly Drive; NOW THEREFORE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1: The recitations contained in the preamble of this ordinance are hereby incorporated by reference as if fully set out herein. SECTION 2: As of the effective date of this Ordinance and when signs and/or marking, or any combination thereof, are in place giving notice thereof, no person shall park a semi-truck or trailer on Kimberly Drive from Morse Street to Karina Street. SECTION 3: The provisions of Section 2 prohibiting the parking of vehicles shall apply on the designated portion of the above-named street, except when it is necessary to stop a vehicle to avoid conflict with other traffic, or in compliance with the direction of a police officer or official traffic control device. SECTION 4: All provisions of the ordinances of the City of Denton in conflict with the provisions of this ordinance as related to the above parking restriction are hereby repealed, and all other provisions of the ordinances of the City of Denton not in conflict with the provisions of this ordinance, shall remain in full force and effect. SECTION 5: If any section, subsection, paragraph, sentence, clause, phrase, or word in this ordinance, or application thereof to any person or circumstances is held invalid by any court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this ordinance, and the City Council of the City of Denton hereby declares it would have enacted such remaining portions despite any invalidity. SECTION 6: Save and except as amended hereby, all the provisions, sections, subsections, paragraphs, sentences, clauses, and phrases of the Code of Ordinances shall remain in full force and effect. 788   2  SECTION 7. Any person found liable of violating this Ordinance by a court of competent jurisdiction shall be fined a sum not to exceed two hundred dollars ($200). Each day that a provision of this ordinance is violated shall constitute a separate offense. The disposition of parking citations issued pursuant to this Ordinance shall be governed by Division 3 titled “Parking Violations Division” of Chapter 18 of the Code of Ordinances. SECTION 8. This Ordinance, providing for a penalty, shall become effective 14 days from the date of its passage, and the City Secretary is hereby directed to cause the caption of this ordinances to be published twice in the Denton Record-Chronicle, the official newspaper in the City of Denton, Texas, within 10 days of the date of its passage. The motion to approve this ordinance was made by __________________________ and seconded by _________________________________, the ordinance was passed and approved by the following vote [___ - ___]: Aye Nay Abstain Absent Chris Watts, Mayor: ______ ______ ______ ______ Gerard Hudspeth, District 1: ______ ______ ______ ______ Keely G. Briggs, District 2: ______ ______ ______ ______ Jesse Davis, District 3: ______ ______ ______ ______ John Ryan, District 4: ______ ______ ______ ______ Deb Armintor, At Large Place 5: ______ ______ ______ ______ Paul Meltzer, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the _________ day of ___________________, 2020 __________________________________ CHRIS WATTS, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ 789   3  APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: __________________________________ 790 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-2100,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton determining the public use, need, and necessity for the acquisition of various (I) fee simple tracts, (II) temporary construction easements, and (III) a permanent drainage easement, generally located along North Bonnie Brae Street, south of U.S. Highway 77 (North Elm Street) and north of U.S. Highway 380 (University Drive), situated in the F. Batson Survey - Abstract No. 43, the N.H. Meisenheimer Survey - Abstract 810, the J. Collard Survey - Abstract No. 297, and the N. Wade Survey - Abstract 1407, all in the City and County of Denton, Texas, and more particularly described in the attached Exhibit “A” (collectively the “Property Interests”); authorizing the City Manager and City Attorney, or their respective designees, to acquire the Property Interests by agreement, if possible, including making initial and final offers required by law; authorizing the use of the power of eminent domain to condemn the property interests if agreement cannot be reached; authorizing the City Attorney, or his designee, to file eminent domain proceedings if necessary; authorizing the expenditure of funding; making findings; providing a savings clause; and providing an effective date. City of Denton Printed on 10/9/2020Page 1 of 1 powered by Legistar™791 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET FILE ID 20-2100 DEPARTMENT: Facilities - Capital Planning DCM: Sara Hensley DATE: October 13, 2020 SUBJECT Consider adoption of an ordinance of the City of Denton determining the public use, need, and necessity for the acquisition of various (I) fee simple tracts, (II) temporary construction easements, and (III) a permanent drainage easement, generally located along North Bonnie Brae Street, south of U.S. Highway 77 (North Elm Street) and north of U.S. Highway 380 (University Drive), situated in the F. Batson Survey – Abstract No. 43, the N.H. Meisenheimer Survey – Abstract 810, the J. Collard Survey – Abstract No. 297, and the N. Wade Survey – Abstract 1407, all in the City and County of Denton, Texas, and more particularly described in the attached Exhibit “A” (collectively the “Property Interests”); authorizing the City Manager and City Attorney, or their respective designees, to acquire the Property Interests by agreement, if possible, including making initial and final offers required by law; authorizing the use of the power of eminent domain to condemn the property interests if agreement cannot be reached; authorizing the City Attorney, or his designee, to file eminent domain proceedings if necessary; authorizing the expenditure of funding; making findings; providing a savings clause; and providing an effective date. BACKGROUND The Bonnie Brae Phase 6 project is a street improvement project that was a part of the 2014 General Bond Election. The original limits of this project were to extend from University to Windsor. Since that time, the segment from Windsor to US-77 was added into the 2019 General Bond Election. This segment also became eligible to receive RTR (Regional Toll Revenue) funding. The project provides for the construction of a divided four-lane roadway, street lighting, 10-foot wide mixed-use path, traffic signals at Windsor Drive, Riney Road, and North Elm Street, also 6,100 feet of new water mains and various drainage system improvements. There are three (3) residential property tracts that will be impacted by the project to the extent that the residents of those tracts will be displaced. City staff and its engaged relocation advisory services professionals have met with all the property owners being displaced and will make all efforts to ensure that those displaced residents receive their eligible relocation advisory services and financial assistance as established by Ordinance 2012-073, attached, and in accordance with state law. Staff will make every effort to successfully negotiate the purchase of the Property Interests. In the event that negotiation efforts fail and an impasse is reached, in order to avoid project delay, the approval of this ordinance will authorize staff to acquire the necessary Property Interests via the exercise of eminent domain, with the landowners being compensated in accordance with state law. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 792 If a council member determines that he or she has a conflict of interest pursuant to the Ethics Ordinance, he or she may contact the City Attorney’s Office to have a Recusal Form prepared prior to consideration of this agenda item. OPTIONS 1. Approve proposed ordinance 2. Decline to approve proposed ordinance 3. Table for future consideration RECOMMENDATION Staff recommend approval of the ordinance. ESTIMATED SCHEDULE OF PROJECT Construction of the Bonnie Brae Street Widening and Improvements project – Phase 6 is scheduled to commence in May 2021. PRIOR ACTION/REVIEW (Council, Boards, Commissions) No prior action/review in respect to the Property Interests required for the project. FISCAL INFORMATION The purchase of the Property Interests will be funded from Capital Improvement Plan Engineering account 250076467.1365.30200. EXHIBITS 1 - Agenda Information Sheet 2 - Location map 3 - Secretary of State information 4 - Ordinance 2012-073 (Relocation) 5 - Recommended Motion 6 - Ordinance Respectfully submitted: Paul Williamson Real Estate Reviewed and Approved by: DeAnna Cody, Deputy Director Real Estate 793 CITY OF DENTON U.S. Hwy. 380 (University Drive) Bonnie Brae Street - Phase 6 project segment U.S. Hwy. 77 (North Elm Street)I 35ELM UNIVERSITY WINDSOR LOOP 288 I-35 SERVICE RDBONNIE BRAEBOLIVARPANHANDLE CARROLLLINDEN MALONECOITHINKLEALICECORDELL ANNARINEY EMERY ECTOREGAN FULTONHERCULES MIMOSA BEALL CRESCENTWESTGATENICOSIAMESA HERITAGEHEADLEE THOMASDENISONWESTWAYPARKSIDEJOYCEAMHERST BRYANMAGNOLIA SUNSETDARBYBEATRIZ STANLEYBROADWAYGEORGETOWN EVERSPRIVATE FM 1173 HILLCRESTNORTHRIDGE EASTPARKTRINITY DENTONNORTH LAKEDEL DORISMORIN AUBURN SANTOS JOHN TRIPP I-35 Ramp AURORA BARTHOLD TOWN CENTER PVT 1CASIECERROS FUTURE BRONCO STRATA PONDERGOBERAILEENCARRIAGEBAUER TULANE FORDHAMCOFFEY WESTVIEWTOWN CENTER PVT 3AME GREENWAYSAMUEL MCKAMY SHERMANCRESTMEADOWNORTHPOINTELOOKOUTBROOKEEVANSOLANA TOWN CENTER PVT 2 SAVILL CRICKETOVERLOOKABRAM COLONIALWORTHINGTON FALLMEADOWANN ARBORBROOKLAKE WESTBARROW HEARTH OAKHILLCHAPEL HILLMEADOWTRAILHAGGARDCLAYDON CRIMSONPUBLIC ALLEYBANDERA DISCOVERYI-35 Ramp PRI V A T EPRIVATE WESTGATE I-35 Ramp PRIVATE PRIVATEBONNIE BRAERINEYRINEY I-35 Ramp PRI V A T E CRESCENTPRIVATEI-35 SERVICE RDI-35 RampI 35PRIVATE PRIVATEI-35 RampI-3 5 Ram p P R I V A T E PRIVATE PRIVATE I- 3 5 R amp AILEENPRIVATEµ0 1,100 2,200550Feet Project Location MapBonnie Brae Street Improvements - Phase 6Limits: U.S. Hwy. 380 to U.S. Hwy. 77 Exhibit 2 to AIS File ID 20-2100 794 Exhibit 3 to AIS Secretary of State Information File ID 20-2100 SOS Mgmt. Tab – Bonnie Brae Phase 6 – Parcel 13 (Landowner: North Locust Properties, LLC) SOS Mgmt. Tab – Bonnie Brae Phase 6 – Parcel 15 (Landowner: Apostolic Tabernacle of Denton, Inc.) 795 SOS Entity Tab(s) – Bonnie Brae Phase 6 – Parcel 20 (Landowner: Rayzor Investments, Ltd.) SOS Entity Tab(s) – Bonnie Brae Phase 6 – Parcel 23 (Landowner: Smith 37, LLC) 796 SOS Mgmt. Tab(s) – Bonnie Brae Phase 6 – Parcel 28 (Landowner: The Mark at Denton Owner LLC) 797 EXHIBIT 4 attachment to AIS FILE ID 20-2100 798 799 800 Exhibit 5 to AIS MOTION City Council Agenda Item FILE ID 20-2100 (Bonnie Brae Street Widening and Improvements Project – Phase 6) “I move that the City of Denton, after having made the offers required by state law, use the power of eminent domain, if needed, to acquire various fee simple tracts, temporary construction easements, and a drainage easement generally located along north Bonnie Brae Street, south of U.S. Highway 77 (North Elm Street) and north of U.S. Highway 380 (University Drive), situated in the F. Batson Survey – Abstract No. 43, the N.H. Meisenheimer Survey – Abstract 810, the J. Collard Survey – Abstract No. 297, and the N. Wade Survey – Abstract 1407, all in the City and County of Denton, Texas, and being more particularly described in Exhibit “A” to the ordinance now under consideration and on the screen, now being displayed for the audience, all of which are for a valid public use, necessary to provide for the construction, operation, and maintenance of the municipal roadway system improvements necessary for the Bonnie Brae Street Widening and Improvements Project – Phase 6, said project to serve the public and citizens of the City of Denton.” 801 ORDINANCE NO. _____ _ AN ORDINANCE OF THE CITY OF DENTON DETERMINING THE PUBLIC USE, NEED, AND NECESSITY FOR THE ACQUISITION OF VARIOUS (I) FEE SIMPLE TRACTS, (II) TEMPORARY CONSTRUCTION EASEMENTS, AND (III) A PERMANENT DRAINAGE EASEMENT, GENERALLY LOCATED ALONG NORTH BONNIE BRAE STREET, SOUTH OF U.S. IDGHW AY 77 (NORTH ELM STREET) AND NORTH OF U.S. HIGHWAY 380 (UNIVERSITY DRIVE), SITUATED IN THE F. BATSON SURVEY -ABSTRACT NO. 43, THE N.H. MEISENHEIMER SURVEY - ABSTRACT 810, THE J. COLLARD SURVEY -ABSTRACT NO. 297, AND THE N. WADE SURVEY-ABSTRACT 1407, ALL IN THE CITY AND COUNTY OF DENTON, TEXAS, AND MORE PARTICULARLY DESCRIBED IN THE ATTACHED EXHIBIT "A" (COLLECTIVELY, THE "PROPERTY INTERESTS"); AUTHORIZING THE CITY MANAGER AND CITY ATTORNEY, OR THEIR RESPECTIVE DESIGNEES, TO ACQUIRE THE PROPERTY INTERESTS BY AGREEMENT, IF POSSIBLE, INCLUDING MAKING INITIAL AND FINAL OFFERS REQUIRED BY LAW; AUTHORIZING THE USE OF THE POWER OF EMINENT DOMAIN TO CONDEMN THE PROPERTY INTERESTS IF AN AGREEMENT CANNOT BE REACHED; AUTHORIZING THE CITY ATTORNEY, OR IDS DESIGNEE, TO FILE EMINENT DOMAIN PROCEEDINGS IF NECESSARY; AUTHORIZING THE EXPENDITURE OF FUNDING; MAKINGS FINDINGS; PROVIDING A SAVINGS CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Denton ("City Council") after consideration of this matter, has determined that a public use and necessity exists for, and that the public welfare and convenience requires, the acquisition of the Property Interests by the City of Denton ("City"). The City Council fmds that the acquisition of the Property Interests is a valid public use necessary to provide for the expansion and improvement ofNorth Bonnie Brae Street, a municipal street and roadway located in the City of Denton, all for the public safety and welfare (collectively, the "Project"), to serve the public and the citizens of the City; and WHEREAS, the acquisition of the Property Interests identified in Exhibit "A" is necessary in furtherance of the Project; and WHEREAS, the City is required to make an initial offer as defined by, and in compliance with, Texas Property Code §21.0111 ("Initial Offer"), and a bona fide offer, as defmed by, and in compliance with, Texas Property Code §21.0113 ("Final Offer") to acquire the Property Interests for public use, voluntarily, from the subject landowners before beginning the acquisition of the Property Interests by eminent domain; and WHEREAS, independent professional appraisal reports of the Property Interests will be submitted to the City as required by Chapter 21 of the Texas Property Code, and the City Manager or his designee will establish a certain amount determined to be just compensation for the individual Property Interests based on the appraisal and fair market value of the Property Interests and any applicable fees necessary to acquire the Property Interests; and 802 WHEREAS, the City Council deems it necessary to authorize the City Attorney to initiate condemnation proceedings in order to acquire the Property Interests if an agreement cannot be reached with the subject landowners for the purchase of the Property Interests; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON ORDAINS: SECTION 1. The City Council finds that the recitals made in the preamble of this Ordinance are true and correct, and incorporates such recitals into the body of this ordinance as if copied in their entirety. SECTION 2. The City Council authorizes acquisition of the Property Interests, covering the land more particularly described in the attached Exhibit "A," for the reasons and purposes set forth above together with all necessary appurtenances, additions, and improvements on, over, under, and through the Property Interests. SECTION 3. The City Council authorizes the City Attorney, or his designee, to negotiate for and to acquire the required property rights in the Property Interests for the City, and to acquire these rights in compliance with State and any other applicable law. The City Attorney, or designee, is specifically authorized and directed to do each and every act necessary to acquire the needed property rights in the Property Interests including, but not limited to, the authority to negotiate, give notices, make written offers to purchase, prepare contracts and conveyance documents, to retain and designate a qualified appraiser of the Property Interests to be acquired and any other experts or consultants that he deems necessary for the acquisition process, to retain qualified outside litigation counsel as needed, and, if necessary, to institute and conduct all parts of the proceedings in eminent domain in accordance with the laws and procedures of the State. SECTION 4. The City Manager, or his designee, is appointed as negotiator for the acquisition of the needed Property Interests and, as such, the City Manager, or designee, is authorized and directed to do each and every act and deed specified or authorized by this Ordinance, subject to the availability of funds appropriated by the City Council for such purpose. The City Manager, or designee, is specifically authorized to establish and make offer(s) of just compensation for the acquisition of the Property Interests to the respective landowner(s) in accordance with State and any other applicable law. If an agreement as to damages or compensation cannot be reached, then the City Attorney, or designee, is authorized and directed to file or cause to be filed, against the subject landowner(s) and interested parties of the Property Interests, proceedings in eminent domain to acquire the Property Interests. SECTION 5. It is the intent of the City Council that this Ordinance authorize the City Manager and City Attorney, or their designees, to perform all steps necessary to obtain the Property Interests necessary for the Project, whether through negotiation or condemnation, including the expenditure of funds. The Project is generally located along North Bonnie Brae Street, south of U.S. Highway 77 (North Elm Street) and north ofU.S. Highway 380 (University Drive), being situated in the F. Batson Survey ~ Abstract No. 43, the N.H. Meisenheimer Survey~ Abstract 810, the J. Collard Survey ~ Abstract No. 297, and theN. Wade Survey ~ Abstract 1407, all in the City and County of Denton, Texas. 803 SECTION 6. If it is determined that there are scrivener errors in the descriptions contained herein or if later surveys contain more accurate revised descriptions, the City Attorney or his designee is authorized to have such errors corrected or revisions made without the necessity of obtaining a new City Council Ordinance authorizing condemnation of the corrected or revised property. SECTION 7. In the event that Special Commissioners, appointed by the Court during condemnation proceedings, return an award that is the same amount or less than the amount offered by the City for just compensation, the City Attorney is hereby authorized to settle the lawsuit for that amount. SECTION 8. Following an award by Special Commissioners, the City Finance Director is hereby authorized to issue a check from the appropriate fund in an amount not to exceed the Special Commissioners' award payable to the County Clerk of Denton County to be deposited in the registry of the Court to enable the City to take possession ofthe respective Property Interest(s) without further action of the City Council. SECTION 9. If any section, article, paragraph, sentence, phrase, clause, or word in this ordinance, or application thereof to any persons or circumstances, is held invalid or unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this ordinance; the City Council declares that it would have ordained such remaining portion despite such invalidity, and such remaining portion shall remain in full force and effect. SECTION 10. This Ordinance shall become effective immediately upon its passage. The motion to approve this ordinance was made by and seconded by the ordinance was passed and approved by the following vote[_-_]: Aye Nay Abstain Absent Mayor Chris Watts: Gerard Hudspeth, District 1: Keely G. Briggs, District 2: Jesse Davis, District 3: John Ryan, District 4: Deb Arrnintor, At Large Place 5: Paul Meltzer, At Large Place 6: 804 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: 805 EXHIBIT "A" The Property Interests 806 “Property Interests” Bonnie Brae Street Project – Phase 6 Project limits being bounded to the north by U.S. Highway 77 (North Elm Street) and to the south by U.S. Highway 380 (University Drive) Affected Property Ownership Roster / Fee and Easement Acquisitions Address Land Owner DCAD Parcel Number(s) Project Parcel # Property Interests to be acquired 2205 N. Bonnie Brae St. Estate of J.N. Rayzor 34497 P7-ROW-1 P7-TCE-1 Fee simple Temporary Construction Easement 2255 N. Bonnie Brae St. Joseph P. Delaney, Bishop of the Catholic Diocese of Fort Worth 245612 P9-ROW-1 P9-TCE-1 Fee simple Temporary Construction Easement 2311 N. Bonnie Brae St. Sheila S. Gerhauser & Peggy Lynn Smith 121738 P11-ROW-1 P11-DE-1 Fee simple Drainage Easement 2701 N. Bonnie Brae St. *1 North Locust Properties, LLC 310870 P13-ROW-1 Fee simple 2801 N. Bonnie Brae St. *2 Apostolic Tabernacle of Denton, Inc. 34506 P15-ROW-1 P15-TCE-1 Fee simple Temporary Construction Easement 3015 N. Bonnie Brae St. Eric & Martha Fullerton 34456, 34514 P19-ROW-1 Fee simple 3300 Block N. Bonnie Brae St. *3 Rayzor Investments, Ltd. 34817 P20-ROW-1 Fee simple 3021 N. Bonnie Brae St. Adam J. Kunzman 34453 P21-ROW-1 Fee simple 3309 N. Bonnie Brae St. *4 Smith 37, LLC 34450 P23-ROW-1 P23-ROW-2 P23-TCE-1 P23-TCE-2 Fee simple Fee simple Temporary Construction Easement Temporary Construction Easement 3315 N. Bonnie Brae St. Wallace & Martha Duke 34455 P25-ROW-1 P25-TCE-1 Fee simple Temporary Construction Easement 3321 N. Bonnie Brae St. Michael & Laree Smith 34454 P27-ROW-1 P27-TCE-1 Fee simple Temporary Construction Easement 3600 Block N. Bonnie Brae St. *5 The Mark at Denton Owner LLC 34622 P28-ROW-1 P28-ROW-2 P28-TCE-1 Fee simple Fee Simple Temporary Construction Easement 3309 N. Bonnie Brae St. John Linn Smith & Dorothy Elaine Smith - Co-Trustees 104181 P30-ROW-1 P30-TCE-1 Fee simple Temporary Construction Easement *1 North Locust Properties, LLC, a Texas limited liability company (Frank Cudd and Javier Rodriguez) *2 Apostolic Tabernacle of Denton, Inc., a Texas Nonprofit corporation (Ronald Brown, Jose Godinez, Shirley Brown, and Sharon Newman) *3 Rayzor Investments, Ltd., a Texas limited partnership (The Rayzor Company: Lisa Niehuis, Selwyn Rayzor, Philip Baker, Eugenia Elliott, Evelyn Niehuis, and Douglas Elliott) *4 Smith 37, LLC, a Texas limited liability company (John Smith and Dorothy Smith) *5 The Mark at Denton Owner LLC, a Texas limited liability company (The Mark at Denton JV LLC: (The Mark at Denton Sponsor, LLC: Robert Munster, Candace Munster, William Munster, and Grant Robinson)) Exhibit "A" - attachment to ordinance 1 of 119 807 Page 1 of 2 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 EXHIBIT “A“ BONNIE BRAE PHASE 6 PARCEL NO. 7-ROW-1 OWNER: THE ESTATE OF JESS NEWTON RAYZOR, DECEASED F. BATSON SURVEY, ABSTRACT No.43 DENTON COUNTY, TEXAS Being a 0.642 acre tract of land situated in the F. Batson Survey, Abstract No. 43, Denton County, Texas, said 0.642 acre tract of land being a portion of a 17.86 acre tract of land (by deed) conveyed to The Estate of Jess Newton Rayzor, Deceased, as recorded in Document No. 2005- 87420 of the Real Property Records of Denton County, Texas, said 0.642 acre tract of land being more particularly described by metes and bounds as follows: COMMENCING at a 1/2 inch iron rod found (controlling monument) for the southwest corner of said 17.86 acre tract, said 1/2 inch iron rod found being the most northerly northwest corner of Lot 1, Block A, Rayzor Ranch Marketplace, an addition to The City of Denton, Denton County, Texas, as recorded in Document No. 2017-296 of the Plat Records of Denton County, Texas, and being conveyed to Ranchito Dallas Apts, LLC as recorded in Document Number 2017-102594 of said Real Property Records of Denton County, Texas, THENCE South 89 degrees 14 minutes 25 seconds East with the south line of said 17.86 acre tract and with the north line of said Lot 1, Block A, a distance of 2,022.01 feet to a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set for the POINT OF BEGINNING, said 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set being in the proposed west right-of-way line of North Bonnie Brae Street, said 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set being the northeast corner of said Lot 1, Block A, said 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set being the northwest corner of a 2.081 acre tract of land (by deed) conveyed to The City of Denton as recorded in Document No. 2008-96936 of said Real Property Records of Denton County, Texas, said 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set also having a grid coordinate of N=7,135,058.525 and E=2,377,861.057; THENCE North 08 degrees 31 minutes 17 seconds West, with the proposed west right-of-way line of said North Bonnie Brae Street, a distance of 73.58 feet to a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set for corner; THENCE North 00 degrees 35 minutes 14 seconds West, with the proposed west right-of-way line of said North Bonnie Brae Street, a distance of 260.70 feet to a 5/8 inch iron rod with cap stamped “ Gorrondona & Associates” set in the north line of said 17.86 acre tract, said 5/8 inch iron rod with cap stamped “ Gorrondona & Associates” set being in the south line of Lot 1, Block A, Church of The Immaculate Conception, an Addition to The City of Denton, as recorded in Document No. 2002-R0101246 of said Plat Records of Denton County, Texas, and being conveyed to Joseph P. Delaney, Bishop of the Catholic Diocese of Forth Worth as recorded in Document No. 104694 of said Real Property Records of Denton County, Texas; THENCE South 89 degrees 11 minutes 32 seconds East, with the north line of said 17.86 acre tract and with the south line of said Lot 1 Block A, Church of The Immaculate Conception, passing at a distance of 44.39 feet a 5/8 inch iron rod found (controlling monument) for reference, and passing at a distance of 48.92 feet the southwest corner of a 45 foot wide right-of-way dedication as recoded in Document No. 2002-R0101246 of said Plat Records of Denton County, Texas, in all a distance of 86.75 feet to a point for the northeast corner of said 17.86 acre tract, said point being in North Bonnie Brae Street; 2 of 119 808 Page 2 of 2 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 THENCE South 00 degrees 00 minutes 12 seconds East, with the east line of said 17.86 acre tract and with said North Bonnie Brae Street, a distance of 333.20 feet to a point for the southeast corner of said 17.86 acre tract; THENCE North 89 degrees 14 minutes 25 seconds West, with the south line of said 17.86 acre tract, passing at a distance of 27.95 feet a 5/8 inch iron rod found (controlling monument) for the northeast corner of said 2.081 acre tract, in all a distance of 73.19 feet to the POINT OF BEGINNING and containing 27,970 square feet or 0.642 acres of land, more or less. NOTES: 1. A plat of same date herewith accompanies this legal description. 2. All bearings and coordinates are referenced to the Texas Coordinate System, NAD-83, The North Central Zone 4202, all distances and areas shown are surface. 3. This survey was performed without the benefit of a title report, there may be easements and/or covenants affecting this property not shown or listed herein. * SURVEYOR'S CERTIFICATE * TO ALL PARTIES INTERESTED IN TITLE TO THE PREMISES SURVEYED, I DO HEREBY STATE THAT THE ABOVE LEGAL DESCRIPTION WAS PREPARED FROM PUBLIC RECORDS AND FROM AN ACTUAL AND ACCURATE SURVEY UPON THE GROUND AND THAT SAME IS TRUE AND CORRECT. June 5, 2020 By: ____________________________________ Lyndon M. Hodgin Registered Professional Land Surveyor Texas No. 4584 Gorrondona & Associates, Inc Texas Firm No. 10106903 3 of 119 809 4 of 119 810 5 of 119 811 Page 1 of 2 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 EXHIBIT “A“ BONNIE BRAE PHASE 6 PARCEL NO. 7-TCE-1 OWNER: THE ESTATE OF JESS NEWTON RAYZOR, DECEASED F. BATSON SURVEY, ABSTRACT NO.43 DENTON COUNTY, TEXAS Being a 0.040 acre tract of land situated in the F. Batson Survey, Abstract No. 43, Denton County, Texas, said 0.040 acre tract of land being a portion of a 17.86 acre tract of land (by deed) conveyed to The Estate of Jess Newton Rayzor, Deceased, as recorded in Document No. 2005- 87420 of the Real Property Records of Denton County, Texas, said 0.040 acre tract of land being more particularly described by metes and bounds as follows: BEGINNING at a point for the southeast corner of said 0.040 acre tract of land, said point being in the proposed west right-of-way line of North Bonnie Brae Street, from which a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” bears North 08 degrees 31 minutes 17 seconds West a distance of 73.58 feet said point also having a grid coordinate of N=7,135,138.339 and E=2,377,850.085; THENCE North 80 degrees 44 minutes 19 seconds West, a distance of 54.77 feet to a point for corner; THENCE North 09 degrees 15 minutes 41 seconds East, a distance of 34.00 feet to a point for corner; THENCE South 80 degrees 44 minutes 19 seconds East, a distance of 48.87 feet to a point for corner, from which a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” bears North 00 degrees 35 minutes 14 seconds West a distance of 219.14 feet; THENCE South 00 degrees 34 minutes 14 seconds East, with the proposed west right of way line of North Bonnie Brae Street, a distance of 34.51 feet to the point of POINT OF BEGINNING and containing 1,762 square feet or 0.040 acres of land, more or less. 6 of 119 812 Page 2 of 2 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 NOTES: 1. A plat of same date herewith accompanies this legal description. 2. All bearings and coordinates are referenced to the Texas Coordinate System, NAD-83, The North Central Zone 4202, all distances and areas shown are surface. 3. This survey was performed without the benefit of a title report, there may be easements and/or covenants affecting this property not shown or listed herein. * SURVEYOR'S CERTIFICATE * TO ALL PARTIES INTERESTED IN TITLE TO THE PREMISES SURVEYED, I DO HEREBY STATE THAT THE ABOVE LEGAL DESCRIPTION WAS PREPARED FROM PUBLIC RECORDS AND FROM AN ACTUAL AND ACCURATE SURVEY UPON THE GROUND AND THAT SAME IS TRUE AND CORRECT. June 5, 2020 By: ____________________________________ Lyndon M. Hodgin Registered Professional Land Surveyor Texas No. 4584 Gorrondona & Associates, Inc Texas Firm No. 10106903 7 of 119 813 8 of 119 814 9 of 119 815 Page 1 of 2 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 EXHIBIT “A“ BONNIE BRAE PHASE 6 PARCEL No. 9-ROW-1 OWNER: JOSEPH P. DELANEY, BISHOP OF THE CATHOLIC DIOCESE OF FORT WORTH F. BATSON SURVEY, ABSTRACT No.43 DENTON COUNTY, TEXAS Being a 0.494 acre tract of land situated in the F. Batson Survey, Abstract No. 43, Denton County, Texas, said 0.494 acre tract of land being a portion of Lot 1, Block A, Church of The Immaculate Conception, an addition to the City of Denton, Denton County, Texas, as recorded in Document No. 2002-R0101246 of the Plat Records of Denton County, Texas, and being conveyed to Joseph P. Delaney, Bishop of The Catholic Diocese of Fort Worth, as recorded in Document Number 00- R0104694 of the Real Property Records of Denton County, Texas, said 0.494 acre tract of land being more particularly described by metes and bounds as follows: COMMENCING at a 1/2 inch iron rod found (controlling monument) for the most northerly and westerly southeast corner of said Lot 1 Block A, said 1/2 inch iron rod found being the southwest corner of a 6.32 acre tract of land (by deed) conveyed to Sheila S. Gerhauser as recorded in Document Number 2007-101266 of said Real Property Records of Denton County, Texas, from which a 1/2 iron rod found (cm) for the most southerly northeast corner of said Lot 1, Block A, Bears North 33 degrees 56 minutes 46 seconds west, a distance of 575.19 feet, said 1/2 iron rod found being the most southerly northwest corner of said 6.32 acre tract; THENCE South 89 degrees 50 minutes 29 seconds East with the north line of said Lot 1, Block A, and with the south line of said 6.32 acre tract, a distance of 58.66 feet to a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set for the POINT OF BEGINNING, said 5/8 inch iron rod with cap stamped “Gorrondona & Associates” being in the proposed west right-of-way line of North Bonnie Brae Street, said 5/8 inch iron rod with cap stamped “Gorrondona & Associates” also having a grid coordinate of N=7,135,806.574 and E=2,377,843.234; THENCE South 89 degrees 50 minutes 29 seconds East, with the north line of said Lot 1, Block A, and with the south line of said 6.32 acre tract, a distance of 54.88 feet to a point for the northeast corner of said Lot 1, Block A, said point being in the west right-of-way line of said North Bonnie Brae Street, a 45 foot right-of-way dedication as recorded in Document No. 2002-R0101246 of said Plat Records Denton County, Texas; THENCE South 00 degrees 14 minutes 10 seconds West, with the east line of said Lot 1, Block A, and with the west right-of-way line of said North Bonnie Brae Street, a distance of 415.25 feet to a point for the southeast corner of said Lot 1, Block A, said point being in the north line of a 17.86 acre tract of land (by deed) conveyed to the Estate of Jess Newton Razor, Deceased, as recorded in document No. 2005-87420 of said Real Property Records of Denton County, Texas; THENCE North 89 degrees 11 minutes 32 seconds West, with the south line of said Lot 1, Block A, and with the north line of said 17.86 acre tract, passing at a distance of 4.53 feet a 5/8 inch iron rod found (controlling monument) for reference, in all a distance of 48.92 feet to a 5/8 inch iron rod with cap stamped “Gorrondona & Associates set in the proposed west right-of-way line of said North Bonnie Brae Street; 10 of 119 816 Page 2 of 2 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 THENCE North 00 degrees 35 minutes 14 seconds West, with the proposed west right-of-way line of said North Bonnie Brae Street, a distance of 414.73 feet to the POINT OF BEGINNING and containing 21,535 square feet or 0.494 acres of land, more or less. NOTES: 1. A plat of same date herewith accompanies this legal description. 2. All bearings and coordinates are referenced to the Texas Coordinate System, NAD-83, The North Central Zone 4202, all distances and areas shown are surface. * SURVEYOR'S CERTIFICATE * TO ALL PARTIES INTERESTED IN TITLE TO THE PREMISES SURVEYED, I DO HEREBY STATE THAT THE ABOVE LEGAL DESCRIPTION WAS PREPARED FROM PUBLIC RECORDS AND FROM AN ACTUAL AND ACCURATE SURVEY UPON THE GROUND AND THAT SAME IS TRUE AND CORRECT. June 8, 2020 MEN By: ____________________________________ Lyndon M. Hodgin Registered Professional Land Surveyor Texas No. 4584 Gorrondona & Associates, Inc Texas Firm No. 10106903 11 of 119 817 12 of 119 818 13 of 119 819 Page 1 of 2 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 EXHIBIT “A“ BONNIE BRAE PHASE 6 PARCEL No. 9-TCE-1 OWNER: JOSEPH P. DELANEY, BISHOP OF THE CATHOLIC DIOCESE OF FORT WORTH F. BATSON SURVEY, ABSTRACT No.43 DENTON COUNTY, TEXAS Being a 0.011 acre tract of land situated in the F. Batson Survey, Abstract No. 43, Denton County, Texas, said 0.011 acre tract of land being a portion of Lot 1, Block A, Church of The Immaculate Conception, an addition to the City of Denton, Denton County, Texas, as recorded in Document No. 2002-R0101246 of the Plat Records of Denton County, Texas, and being conveyed to Joseph P. Delaney, Bishop of The Catholic Diocese of Fort Worth, as recorded in Document Number 00- R0104694 of the Real Property Records of Denton County, Texas, said 0.011 acre tract of land being more particularly described by metes and bounds as follows: BEGINNING at a point for the northeast corner of said 0.011 acre tract of land, said point being in the proposed west right-of-way line of North Bonnie Brae Street, said point also having a grid coordinate of N=7,135,476.618 and E=2,377,846.616, from which a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set at the intersection of the proposed west right-of-way line of said North Bonnie Brae Street with the most easterly north line of said Lot 1, Block A and with the south line of a 6.32 acre tract of land (by deed) conveyed to Sheila S. Gerhauser as recorded in Document Number 2007-101266 of said Real Property Records of Denton County, Texas, bears North 00 degrees 35 minutes 14 seconds West, a distance of 330.02 feet; THENCE South 00 degrees 35 minutes 14 seconds East, with the proposed west right-of-way line of said North Bonnie Brae Street, a distance of 56.34 feet, to a point for corner, from which a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set at the intersection of the proposed west right-of-way line of said North Bonnie Brae Street with the most south line of said Lot 1, Block A and with the north line of a 17.86 acre tract of land conveyed to The Estate of Jess Newton Rayzor, Deceased, as recorded in Document Number 2005-87420 of said Real Property Records of Denton County, Texas, bears South 00 degrees 35 minutes 14 seconds East, 28.36 feet; THENCE South 89 degrees 24 minutes 46 seconds West, a distance of 8.66 feet to a point for corner; THENCE North 00 degrees 19 minutes 27 seconds East, a distance of 56.35 feet to a point for corner; THENCE North 89 degrees 24 minutes 46 seconds East, a distance of 7.76 feet to the POINT OF BEGINNING and containing 463 square feet or 0.011 acres of land, more or less. 14 of 119 820 Page 2 of 2 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 NOTES: 1. A plat of same date herewith accompanies this legal description. 2. All bearings and coordinates are referenced to the Texas Coordinate System, NAD-83, The North Central Zone 4202, all distances and areas shown are surface. * SURVEYOR'S CERTIFICATE * TO ALL PARTIES INTERESTED IN TITLE TO THE PREMISES SURVEYED, I DO HEREBY STATE THAT THE ABOVE LEGAL DESCRIPTION WAS PREPARED FROM PUBLIC RECORDS AND FROM AN ACTUAL AND ACCURATE SURVEY UPON THE GROUND AND THAT SAME IS TRUE AND CORRECT. August 14, 2020 By: ____________________________________ Lyndon M. Hodgin Registered Professional Land Surveyor Texas No. 4584 Gorrondona & Associates, Inc Texas Firm No. 10106903 15 of 119 821 16 of 119 822 17 of 119 823 Page 1 of 3 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 EXHIBIT “A“ BONNIE BRAE PHASE 6 PARCEL No. 11-ROW-1 OWNER: SHEILA S. GERHAUSER F. BATSON SURVEY, ABSTRACT No. 43 DENTON COUNTY, TEXAS Being a 1.115 acre tract of land situated in the F. Batson Survey, Abstract No. 43, Denton County, Texas, said 1.115 acre tract of land being a portion of a 6.32 acre tract of land (by deed) conveyed to Sheila S. Gerhauser as recorded in Document Number 2007-101266 of the Real Property Records of Denton County, Texas, said 1.115 acre tract of land being more particularly described by metes and bounds as follows: COMMENCING at a 1/2 inch iron rod found (controlling monument) for the most southerly southwest corner of said 6.32 acre tract, said 1/2 inch iron rod found being the most northerly and westerly southeast corner of Lot 1, Block A, Church of The Immaculate Conception, an addition to the City of Denton, Denton County, Texas and being conveyed to Joseph P. Delaney, Bishop of The Catholic Diocese of Fort Worth, as recorded in Document Number 00-R0104694 of the Real Property Records of Denton County, Texas, from which a 1/2 iron rod found (controlling monument) for the most southerly northwest corner of said 6.32 acre tract bears North 33 degrees 56 minutes 46 seconds West, a distance of 575.19 feet, said 1/2 inch iron rod found being the most southerly northeast corner of said Lot 1, Block A; THENCE South 89 degrees 50 minutes 29 seconds East with the south line of said 6.32 acre tract, and with the north line of said Lot 1, Block A, a distance of 58.66 feet to a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set for the POINT OF BEGINNING, said 5/8 inch iron rod with cap stamped “Gorrondona & Associates being in the proposed west right- of-way line of North Bonnie Brae Street, said 5/8 inch iron rod with cap stamped Gorrondona & Associates” also having a grid coordinate of N=7,135,806.574 and E=2,377,843.234; THENCE North 00 degrees 35 minutes 14 seconds West, with the proposed west right-of-way line of said North Bonnie Brae Street, a distance of 464.60 feet to a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set for the beginning of a curve to the right having a radius of 2,067.50 feet, a central angle of 01 degrees 07 minutes 40 seconds, and whose chord bears North 00 degrees 01 minutes 24 seconds West, a distance of 40.69 feet; THENCE North with said curve to the right and with the proposed west right-of-way line of said North Bonnie Brae Street, an arc length of 40.69 feet to a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set for corner; THENCE North 00 degrees 32 minutes 26 seconds East, with the proposed west right-of-way line of said North Bonnie Brae Street, a distance of 152.76 feet to a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set for corner; 18 of 119 824 Page 2 of 3 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 THENCE North 44 degrees 37 minutes 59 seconds West, with the proposed west right-of-way line of said North Bonnie Brae Street, a distance of 42.13 feet to a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set in the south line of a 0.217 acre Street and Utility Easement (by deed) conveyed to The City of Denton as recorded in Document Number 95- 0030595 of said Real Property Records Denton County, Texas; THENCE South 89 degrees 46 minutes 47 seconds East, with the south line of said 0.217 Street and Utility Easement, a distance of 103.06 to a point in the east line of said 6.32 acre tract, said point being in the existing west right-of-way line of North Bonnie Brae Street; THENCE South 00 degrees 30 minutes 58 seconds West, with the east line of said 6.32 acre tract and with the existing west right-of-way line of said North Bonnie Brae Street, a distance of 687.82 to a point for the southeast corner of said 6.32 acre tract; THENCE North 89 degrees 50 minutes 29 seconds West, with the south line of said 6.32 acre tract, a distance 63.93 feet to the POINT OF BEGINNING and containing 48,569 square feet or 1.115 acres of land, more or less. 19 of 119 825 Page 3 of 3 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 NOTES: 1. A plat of same date herewith accompanies this legal description. 2. All bearings and coordinates are referenced to the Texas Coordinate System, NAD-83, The North Central Zone 4202, all distances and areas shown are surface. * SURVEYOR'S CERTIFICATE * TO ALL PARTIES INTERESTED IN TITLE TO THE PREMISES SURVEYED, I DO HEREBY STATE THAT THE ABOVE LEGAL DESCRIPTION WAS PREPARED FROM PUBLIC RECORDS AND FROM AN ACTUAL AND ACCURATE SURVEY UPON THE GROUND AND THAT SAME IS TRUE AND CORRECT. June 15, 2020 By: ____________________________________ Lyndon M. Hodgin Registered Professional Land Surveyor Texas No. 4584 Gorrondona & Associates, Inc Texas Firm No. 10106903 20 of 119 826 21 of 119 827 22 of 119 828 23 of 119 829 Page 1 of 3 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 EXHIBIT “A“ BONNIE BRAE PHASE 6 PARCEL No. 11-DE-1 OWNER: SHEILA S. GERHAUSER F. BATSON SURVEY, ABSTRACT No. 43 DENTON COUNTY, TEXAS Being a 0.371 acre tract of land situated in the F. Batson Survey, Abstract No. 43, Denton County, Texas, said 0.371 acre tract of land being a portion of a 6.32 acre tract of land (by deed) conveyed to Sheila S. Gerhauser as recorded in Document Number 2007-101266 of the Real Property Records of Denton County, Texas, said 0.371 acre tract of land being more particularly described by metes and bounds as follows: COMMENCING at a 1/2 inch iron rod found (controlling monument) for the most southerly southwest corner of said 6.32 acre tract, said 1/2 inch iron rod found being the most northerly and westerly southeast corner of Lot 1, Block A, Church of The Immaculate Conception, an addition to the City of Denton, Denton County, Texas, as recorded in Cabinet U, Page 546, of the Real Property Records of Denton County, Texas, and being conveyed to Joseph P. Delaney, Bishop of The Catholic Diocese of Fort Worth, as recorded in Document No. 00- R0104694 of the Real Property Records of Denton County, Texas, from which a 1/2 iron rod found (controlling monument) for the most southerly northwest corner of said 6.32 acre tract bears North 33 degrees 56 minutes 46 seconds West, a distance of 575.19 feet, said 1/2 inch iron rod found being the most southerly northeast corner of said Lot 1, Block A; THENCE South 89 degrees 50 minutes 29 seconds East, with the south line of said 6.32 acre tract, and with the north line of said Lot 1, Block A, a distance of 58.66 feet to a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set in the proposed west right-of-way line of North Bonnie Brae Street, THENCE North 00 degrees 35 minutes 14 seconds West, with the proposed west right- of-way line of said North Bonnie Brae Street, a distance of 200.76 feet to the POINT OF BEGINNING, said point being the south corner of said 0.371 acre tract of land, said point also having a grid coordinate of N=7,136,007.291 and E=2,377,841.177; THENCE North 29 degrees 57 minutes 50 seconds West, a distance of 316.15 feet to a point for corner; THENCE North 34 degrees 21 minutes 25 seconds West, a distance of 259.73 feet to a point for corner in the south line of a 0.217 acre street and utility easement conveyed to the City of Denton, as recorded in Document No. 95-0030595 of the Real Property Records of Denton County, Texas; THENCE South 89 degrees 46 minutes 40 seconds East, with the south line of said 0.217 acre street and utility easement, a distance of 30.36 feet, to a point for the northwest corner of a 32,062.68 square foot (by deed) channel easement conveyed to the City of Denton as recorded in Volume 707, Page 213 of the Deed Records of Denton County, Texas; 24 of 119 830 Page 2 of 3 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 THENCE South 34 degrees 21 minutes 25 seconds East, with the southwest line of said 32,062.68 square foot channel easement, a distance of 484.12 feet to a point for corner in the proposed west right-of-way line of said North Bonnie Brae Street, from which a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set in the proposed west right-of-way line of said North Bonnie Brae Street bears North 00 degrees 35 minutes 14 seconds West, a distance of 175.30 feet; THENCE South 00 degrees 35 minutes 14 seconds East, with the proposed west right-of-way line of said North Bonnie Brae Street, a distance of 88.54 feet to the POINT OF BEGINNING and containing 16,164 square feet or 0.371 acres of land, more or less. 25 of 119 831 Page 3 of 3 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 NOTES: 1. A plat of same date herewith accompanies this legal description. 2. All bearings and coordinates are referenced to the Texas Coordinate System, NAD-83, The North Central Zone 4202, all distances and areas shown are surface. * SURVEYOR'S CERTIFICATE * TO ALL PARTIES INTERESTED IN TITLE TO THE PREMISES SURVEYED, I DO HEREBY STATE THAT THE ABOVE LEGAL DESCRIPTION WAS PREPARED FROM PUBLIC RECORDS AND FROM AN ACTUAL AND ACCURATE SURVEY UPON THE GROUND AND THAT SAME IS TRUE AND CORRECT. September 3, 2020 By: ____________________________________ Lyndon M. Hodgin Registered Professional Land Surveyor Texas No. 4584 Gorrondona & Associates, Inc Texas Firm No. 10106903 26 of 119 832 27 of 119 833 28 of 119 834 29 of 119 835 Page 1 of 3 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 EXHIBIT “A“ BONNIE BRAE PHASE 6 PARCEL NO. 13-ROW-1 OWNER: NORTH LOCUST PROPERTIES LLC F. BATSON SURVEY, ABSTRACT NO. 43 DENTON COUNTY, TEXAS Being a 1.396 acre tract of land situated in the F. Batson Survey, Abstract No. 43, Denton County, Texas, said 1.396 acre tract of land being a portion of a 6.262 acre tract of land (by deed) conveyed to North Locust Properties LLC, as recorded in Document Number 2015-117680 of the Real Property Records of Denton County, Texas, said 1.396 acre tract of land being more particularly described by metes and bounds as follows: COMMENCING at a six inch wood fence post found (controlling monument) for the Northwest corner of a 9.97 acre tract of land (by deed) conveyed to Apostolic Tabernacle of Denton, Inc, as recorded in Document No. 98633 of said Real Property Records of Denton County, Texas, said six inch wood fence post being the northeast corner of a 10.01 acre tract of land (by deed) conveyed to Pensco Trust Company LLC, Custodian FBO Randall Smith, IRA. as recorded in Document No. 140499 of said Real Property Records of Denton County, Texas, said six inch wood fence post also being in the south line of Lot 1, Block A, Bonnie Brae High School Addition, an additions to The City of Denton, Denton County, Texas, said Lot 1, Block A being conveyed to Denton Independent School District as recorded in Document No. 2018-48651 of said Real Property Records of Denton County, Texas; THENCE South 00 degrees 23 minutes 36 seconds West, with the west line of said 9.97 acre tract, and with the east line of said 10.01 acre tract, a distance of 358.01 feet to a point for the northwest corner of said 6.262 acre tract; THENCE South 89 degrees 34 minutes 37 seconds East, with the north line of said 6.262 acre tract of land, a distance of 345.26 feet to a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set for the POINT OF BEGINNING, said 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set being in the proposed west right-of-way line of North Bonnie Brae Street, said 5/8 inch iron rod with cap stamped Gorrondona & Associates” also having a grid coordinate of N=7,137,141.338 and E=2,377,846.283; THENCE South 89 degrees 34 minutes 37 seconds East, with the north line of said 6.262 acre tract, and with the south line of said 9.97 acre tract, a distance of 107.33 feet to a mag nail found (controlling monument) for the northeast corner of said 6.262 acre tract of land, said mag nail found being in the west line of a 1.0977 acre tract of land (by deed), conveyed to The City of Denton as recorded in Volume 2542, Page 46 of said Real Property Records of Denton County, Texas said mag nail being in the west line of a 76.36 acre tract of land (by deed), called Section 3 Tract Fourteen, conveyed to Jess Newton Rayzor, The Estate of Selwyn Rayzor Singleton, Deceased, Evelyn Rayzor Nienhuis, June Rayzor Elliott, as recorded in Volume 1796, Page 601 of the Deed Records of Denton County, Texas, said mag nail also being in North Bonnie Brae Street; THENCE South 00 degrees 44 minutes 54 seconds West, with the east line of said 6.262 acre tract of land, and with the west line of said 1.0977 acre tract of land, passing at a distance of 366.98 feet, the northwest corner of a Right-of Way dedication as recorded in Cabinet G, Page 330 of said Real Property Records of Denton County, Texas, in all a distance of 562.16 feet to a point for the northeast corner of a 0.414 acre Street and Utility Easement (by deed) as recorded in Document No. 95-0030594 of said Real Property Records of Denton County, Texas; 30 of 119 836 Page 2 of 3 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 THENCE North 89 degrees 46 minutes 12 seconds West, with the north line of said 0.414 acre street and utility easement, a distance of 150.31 feet to a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set for corner in the proposed west right-of-way line of said North Bonnie Brae Street; THENCE North 45 degrees 26 minutes 14 seconds East, with the proposed west right-of-way line of said North Bonnie Brae Street, a distance of 63.78 feet to a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set for corner; THENCE North 00 degrees 32 minutes 26 seconds East, with the proposed west right-of-way line of said North Bonnie Brae Street, a distance 517.57 feet to the POINT OF BEGINNING and containing 60,793 square feet or 1.396 acres of land, more or less. 31 of 119 837 Page 3 of 3 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 NOTES: 1. A plat of same date herewith accompanies this legal description. 2. All bearings and coordinates are referenced to the Texas Coordinate System, NAD-83, The North Central Zone 4202, all distances and areas shown are surface. * SURVEYOR'S CERTIFICATE * TO ALL PARTIES INTERESTED IN TITLE TO THE PREMISES SURVEYED, I DO HEREBY STATE THAT THE ABOVE LEGAL DESCRIPTION WAS PREPARED FROM PUBLIC RECORDS AND FROM AN ACTUAL AND ACCURATE SURVEY UPON THE GROUND AND THAT SAME IS TRUE AND CORRECT. June 16, 2020 By: ____________________________________ Lyndon M. Hodgin Registered Professional Land Surveyor Texas No. 4584 Gorrondona & Associates, Inc Texas Firm No. 10106903 32 of 119 838 33 of 119 839 34 of 119 840 35 of 119 841 Page 1 of 3 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 EXHIBIT “A” BONNIE BRAE PHASE 6 PARCEL No. 15-ROW-1 OWNER: APOSTOLIC TABERNACLE OF DENTON, INC. F. BATSON SURVEY, ABSTRACT No.43 DENTON COUNTY, TEXAS Being a 0.892 acre tract of land situated in the F. Batson Survey, Abstract No. 43, Denton County, Texas, said 0.892 acre tract of land being a portion of a 3.739 acre tract of land (calculated) conveyed to Apostolic Tabernacle of Denton, Inc, Document No. 2017-98633 of the Real Property Records of Denton County, Texas, said 0.892 acre tract of land being more particularly described by metes and bounds as follows: COMMENCING at a six inch wood fence post found (controlling monument) for the northwest corner of said 3.739 acre tract of land, said six inch wood fence post being the northeast corner of a 10.01 acre tract of land (by deed) conveyed to Pensco Trust Company LLC, Custodian FBO Randall Smith, IRA, as recorded in Document No. 2017-140499 of said Real Property Records of Denton County, Texas, said six inch wood fence post also being in the south line of Lot 1, Block A of Bonnie Brae High School Addition, an addition to the City of Denton, Denton County, Texas, as recorded in Document No. 2020-113 of said Real Property Records of Denton County, Texas, said Lot 1, Block A being conveyed to Denton Independent School District as recorded in Document No. 2018-48651 of said Real Property Records of Denton County, Texas; THENCE South 00 degrees 23 minutes 36 seconds West, with the west line of said 3.739 acre tract of land and with the east line of said 10.01 acre tract of land, a distance of 358.01 feet to a point for the northwest corner of a 6.262 acre tract of land conveyed to North Locust Properties LLC, as recorded in Document No. 2015-117680 of said Real Property Records of Denton County, Texas; THENCE South 89 degrees 34 minutes 37 seconds East, with the north line of said 6.262 acre tract of land, a distance of 345.26 feet to a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set for the POINT OF BEGINNING, said 5/8 inch iron rod with cap stamped “Gorrondona & Associates” being in the proposed west right-of-way line of North Bonnie Brae Street, said 5/8 inch iron rod with cap stamped “Gorrondona & Associates” also having a grid coordinate of N=7,137,141.338 and E=2,377,846.283; THENCE North 00 degrees 32 minutes 26 seconds East, with the proposed west right-of-way line of said North Bonnie Brae Street, a distance of 314.97 feet to a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set for corner; THENCE North 00 degrees 44 minutes 39 seconds East, with the proposed west right-of-way line of said North Bonnie Brae Street, a distance of 44.25 feet to a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set for corner in the north line of said 3.379 acre tract of land, said 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set being the southeast corner of said Lot 1, Block A, said 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set also being the southwest corner of a 1.207 acre right-of-way dedication as recorded in Document No. 2020-113 of said Real Property Records of Denton County, Texas; 36 of 119 842 Page 2 of 3 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 THENCE South 89 degrees 46 minutes 34 seconds East, with the north line of said 3.379 acre tract and with the south line of said 1.207 acre right-of-way dedication, passing at a distance of 76.90 feet, a 5/8 inch iron rod with cap stamped “TNP” found (controlling monument) for the southeast corner of said 1.207 acre right-of-way dedication and the southwest corner of a 0.5950 acre tract of land conveyed to the City of Denton, as recorded in Volume 2580, Page 823 of said Real Property Records of Denton County, Texas, in all, a distance of 108.81 feet to a point for the northeast corner of said 3.739 acre tract of land, said point being the southeast corner of said 0.5950 acre tract of land, said point being in the west line of a 1.0977 acre street easement (by deed) conveyed to The City of Denton as recorded in Volume 2542, Page 46 of said Real Property Records of Denton County, Texas, said point being in the west line of a 76.36 acre tract of land (by deed), called Section 3 Tract Fourteen, conveyed to Jess Newton Rayzor, The Estate of Selwyn Rayzor Singleton, Deceased, Evelyn Rayzor Nienhuis, June Rayzor Elliott, as recorded in Volume 1796, Page 601 of the Deed Records of Denton County, Texas, said point also being in North Bonnie Brae Street; THENCE South 00 degrees 48 minutes 06 seconds West, with the east line of said 3.739 acre tract of land, with the west line of said 1.0977 acre street easement and with the west line of said 76.36 acre tract of land, a distance of 359.60 feet to a mag nail found (controlling monument) for the northeast corner of said 6.262 acre tract of land; THENCE North 89 degrees 34 minutes 37 seconds West, with the north line of said 6.262 acre tract of land, a distance 107.33 feet to the POINT OF BEGINNING and containing 38,866 square feet or 0.892 acres of land, more or less. 37 of 119 843 Page 3 of 3 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 NOTES: 1. A plat of same date herewith accompanies this legal description. 2. All bearings and coordinates are referenced to the Texas Coordinate System, NAD-83, The North Central Zone 4202, all distances and areas shown are surface. * SURVEYOR'S CERTIFICATE * TO ALL PARTIES INTERESTED IN TITLE TO THE PREMISES SURVEYED, I DO HEREBY STATE THAT THE ABOVE LEGAL DESCRIPTION WAS PREPARED FROM PUBLIC RECORDS AND FROM AN ACTUAL AND ACCURATE SURVEY UPON THE GROUND AND THAT SAME IS TRUE AND CORRECT. June 16, 2020 By: ____________________________________ Lyndon M. Hodgin Registered Professional Land Surveyor Texas No. 4584 Gorrondona & Associates, Inc Texas Firm No. 10106903 38 of 119 844 39 of 119 845 40 of 119 846 Page 1 of 2 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 EXHIBIT “A” BONNIE BRAE PHASE 6 PARCEL No. 15-TCE-1 OWNER: APOSTOLIC TABERNACLE OF DENTON, INC. F. BATSON SURVEY, ABSTRACT No. 43 DENTON COUNTY, TEXAS Being a 0.022 acre tract of land situated in the F. Batson Survey, Abstract No. 43, Denton County, Texas, said 0.022 acre tract of land being a portion of a 3.739 acre tract of land (calculated) conveyed to Apostolic Tabernacle of Denton, Inc., F/K/A First Apostolic Jesus Name Church of Denton, Inc, as recorded in Document Number 2017-98633 of said Real Property Records of Denton County, Texas, said 0.022 acre tract of land being more particularly described by metes and bounds as follows: BEGINNING at a point for the northeast corner of said 0.022 acre tract of land, said point being in the proposed west right-of-way line of North Bonnie Brae Street, said point also having a grid coordinate of N=7,137,497.394 and E=2,377,849.788, from which a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set at the intersection of the north line of said 3.739 acre tract of land with the proposed west right-of-way line of said North Bonnie Brae Street, bears North 00 degrees 44 minutes 39 seconds East, a distance of 3.09 feet, said 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set being the southeast corner of Lot 1, Block A, of the Bonnie Brae High School Addition, an addition to The City of Denton, Denton County, Texas as recorded in Document No. 2020-113 of the Plat Records of Denton County Texas, said Lot 1, Block A being conveyed to Denton Independent School District as recorded in Document No. 2018-48651 of said Real Property Records of Denton County, Texas; THENCE South 00 degrees 44 minutes 39 seconds West, with the proposed west right-of-way line of said North Bonnie Brae Street, a distance of 36.00 feet to a point for corner, from which a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set at an angle point in the proposed west right-of-way line of said North Bonnie Brae Street, bears South 00 degrees 44 minutes 39 seconds West, a distance of 5.16 feet; THENCE North 89 degrees 15 minutes 21 seconds West, a distance of 26.25 feet to a point for corner; THENCE North 00 degrees 44 minutes 39 seconds East, a distance of 36.00 feet to a point for corner; THENCE South 89 degrees 15 minutes 21 seconds East, a distance of 26.25 feet to the POINTOF BEGINNING and containing 945 square feet or 0.022 acres of land, more or less. 41 of 119 847 Page 2 of 2 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 NOTES: 1. A plat of same date herewith accompanies this legal description. 2. All bearings and coordinates are referenced to the Texas Coordinate System, NAD-83, The North Central Zone 4202, all distances and areas shown are surface. * SURVEYOR'S CERTIFICATE * TO ALL PARTIES INTERESTED IN TITLE TO THE PREMISES SURVEYED, I DO HEREBY STATE THAT THE ABOVE LEGAL DESCRIPTION WAS PREPARED FROM PUBLIC RECORDS AND FROM AN ACTUAL AND ACCURATE SURVEY UPON THE GROUND AND THAT SAME IS TRUE AND CORRECT. August 17, 2020 By: ____________________________________ Lyndon M. Hodgin Registered Professional Land Surveyor Texas No. 4584 Gorrondona & Associates, Inc Texas Firm No. 10106903 42 of 119 848 43 of 119 849 44 of 119 850 Page 1 of 2 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 EXHIBIT “A“ BONNIE BRAE PHASE 6 PARCEL NO. 19-ROW-1 OWNER: R. ERIC FULLERTON AND SPOUSE, MARLA R. FULLERTON NATHAN WADE SURVEY, ABSTRACT NO.1407 FRANCIS BATSON SURVEY, ABSTRACT NO. 43 DENTON COUNTY, TEXAS Being a 0.454 acre tract of land situated in the Nathan Wade Survey, Abstract No. 1407 and the Francis Batson Survey, Abstract No. 43, Denton County, Texas, said 0.454 acre tract of land being a portion of a 4.979 acre tract of land (by deed) conveyed to R. Eric Fullerton and spouse, Marla R. Fullerton, as recorded in Document No. 95-R0008696 of the Real Property Records of Denton County, Texas, said 0.454 acre tract of land being more particularly described by metes and bounds as follows: BEGINNING at a 5/8 inch iron rod with cap stamped “Gorrondona and Associates” set for corner in the proposed west right-of-way line of North Bonnie Brae Street, said 5/8 inch iron rod with cap stamped “Gorrondona and Associates” set being the most southerly northeast corner of Lot 1, Block A of Bonnie Brae High School Addition, an addition to the City of Denton, Denton County, Texas, as recorded in Document No. 2020-113 of said Real Property Records of Denton County, Texas, and being conveyed to Denton Independent School District as recorded in Document No. 2018-48651 of said Real Property Records of Denton County, Texas, said 5/8 inch iron rod with cap stamped “Gorrondona and Associates” set also being the northwest corner of a 1.207 acre right-of-way dedication (by plat) as recorded in Document No. 2020-113 of said Real Property Records of Denton County, Texas, from which a 1/2 inch iron rod found (controlling monument) for the southwest corner of said 4.979 acre tract of land bears North 88 degrees 55 minutes 30 seconds West, a distance of 819.72 feet, said 1/2 inch iron rod found being an interior ell corner of said Lot 1, Block A; THENCE North 00 degrees 44 minutes 39 seconds East, with the proposed west right-of-way line of said North Bonnie Brae Street, a distance of 246.73 feet to a 5/8 inch iron rod with cap stamped “Gorrondona and Associates” set for corner in the north line of said 4.979 acre tract of land, said 5/8 inch iron rod with cap stamped “Gorrondona and Associates” set being in the south line of a 0.768 acre tract of land (calculated) conveyed to Adam J. Kunzman, a single person, recorded in Volume 3049, Page 439 of said Real Property Records of Denton County, Texas, from which a 1/2 inch iron found (controlling monument) for the northwest corner of said 4.979 acre tract of land bears North 89 degrees 13 minutes 09 seconds West, a distance of 142.89 feet and North 89 degrees 15 minutes 48 seconds West, a distance of 676.88 feet, said 1/2 inch iron found being in the south line of a 30 acre tract of land (by deed) conveyed to Smith 37, LLC as recorded in Document No. 2013-62126 of said Real Property Records of Denton County, Texas; THENCE South 89 degrees 13 minutes 09 seconds East, with the north line of said 4.979 acre tract of land and with the south line of said 0.768 acre tract of land, a distance of 80.15 feet to a 2 inch steel fence post found (controlling monument) for the northeast corner of said 4.979 acre tract of land, said 2 inch steel fence post found being the southeast corner of said 0.768 acre tract of land, said 2 inch steel fence post found being the most westerly southeast corner of said 30 acre tract of land, said 2 inch steel fence post found also being the northwest corner of a 0.5950 acre tract of land (by deed) conveyed to The City of Denton as recorded in Volume 2580, Page 823 of said Real Property Records of Denton County, Texas; 45 of 119 851 Page 2 of 2 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 THENCE South 00 degrees 44 minutes 14 seconds West, with the east line of said 4.979 acre tract of land and with the west line of said 0.5950 acre tract of land, a distance of 247.14 feet to a point for the southeast corner of said 4.979 acre tract of land, said point being the northeast corner of said 1.207 acre tract of land; THENCE North 88 degrees 55 minutes 30 seconds West, with the south line of said 4.979 acre tract of land and with the north line of said 1.207 acre tract of land, a distance of 80.18 feet to the point of beginning and containing 19,795 Square feet or 0.454 acres more or less. NOTES: 1. A plat of same date herewith accompanies this legal description. 2. All bearings and coordinates are referenced to the Texas Coordinate System, NAD-83, The North Central Zone 4202, all distances and areas shown are surface. * SURVEYOR'S CERTIFICATE * TO ALL PARTIES INTERESTED IN TITLE TO THE PREMISES SURVEYED, I DO HEREBY STATE THAT THE ABOVE LEGAL DESCRIPTION WAS PREPARED FROM PUBLIC RECORDS AND FROM AN ACTUAL AND ACCURATE SURVEY UPON THE GROUND AND THAT SAME IS TRUE AND CORRECT. July 15, 2020 By: ____________________________________ Lyndon M. Hodgin Registered Professional Land Surveyor Texas No. 4584 Gorrondona & Associates, Inc Texas Firm No. 10106903 46 of 119 852 47 of 119 853 48 of 119 854 Page 1 of 2 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 EXHIBIT “A“ BONNIE BRAE PHASE 6 PARCEL NO. 20-ROW-1 OWNER: JESS NEWTON RAYZOR, THE ESTATE OF SELWYN RAYZOR SINGLETON, DECEASED, EVELYN RAYZOR NIENUIS, JUNE RAYZOR ELLIOTT N. H. MEISENHEIMER SURVEY, ABSTRACT NO.810 DENTON COUNTY, TEXAS Being a 0.200 acre tract of land situated in the N. H. Meisenheimer Survey, Abstract No. 810, Denton County, Texas, said 0.200 tract of land being a portion of a 26.466 acre tract of land (by deed) described as Section 3 Tract Thirteen, conveyed to Jess Newton Rayzor, The Estate of Selwyn Rayzor Singleton, Deceased, Evelyn Rayzor Nienus, June Rayzor Elliott, as recorded in Volume 1796, Page 601 of the Deed Records of Denton County, Texas, said 0.200 acre tract of land being more particularly described by metes and bounds as follows: COMMENCING at a 5/8 inch iron rod with cap stamped “RPLS1640” (controlling monument) found for the northeast corner of said 26.466 acre tract of land, said 5/8 inch iron rod with cap stamped “RPLS1640” found being the southeast corner of a 1.333 acre tract of land (by deed) conveyed to ESMNT Land, LLC as recorded in Document Number 2007-123551 of the Real Property Records of Denton County, Texas, from which a 1/2 inch iron rod found for the most northerly southeast corner of said 26.466 acre tract of land bears, South 00 degrees 43 minutes 16 seconds West, a distance of 903.80 feet, THENCE North 89 degrees 19 minutes 41 seconds West, with the north line of said 26.466, passing at a distance of 551.06 feet a 1/2" iron rod with cap stamped “ALLIANCE” found (controlling monument) for the southwest corner of Lot 1, Block 1 of the B. F. Price Addition, an addition to The City of Denton, Denton County, Texas, as recorded in Cabinet C, Page 126 of the Plat Records of Denton County, Texas, said Lot 1, Block 1 being conveyed to Tina Boghossian as recorded in Document Number 2016-26092 of said Real Property Records of Denton County, Texas, said 1/2" iron rod with cap stamped “ALLIANCE” found being the southeast corner of a 1.334 acre tract of land (by deed) conveyed to Rayzor Investments, LTD as recorded in Document Number 2020-13850 of said Real Property Records of Denton County, Texas, in all a distance of 803.41 feet to a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set for the POINT OF BEGINNING, said point being in the proposed east right-of-way line of North Bonnie Brae Street, said point also having grid coordinate of N=7,139,808.008 E=2,378,038.129; THENCE South 00 degrees 27 minutes 15 seconds West, with the proposed east right-of-way line of said North Bonnie Brae Street, a distance of 149.36 feet to a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set for corner; THENCE South 03 degrees 58 minutes 05 seconds West, with the proposed east right-of-way line of said North Bonnie Brae Street, a distance of 428.54 feet to a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set for corner in the west line of a said 26.466 acre tract of land, said point being in the apparent east right-of-way line of North Bonnie Brae Street; THENCE North 00 degrees 44 minutes 37 seconds East, with the west line of said 26.466 acre tract of land and with the apparent east right-of-way line of said North Bonnie Brae Street, a distance of 577.19 feet to a point for corner, said point being the northwest corner of said 26.466 acre tract of land and the southwest corner of said 1.334 acre tract of land; 49 of 119 855 Page 2 of 2 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 THENCE South 89 degrees 19 minutes 41 seconds East, with the north line of said 26.466 acre tract of land and with the south line of said 1.334 acre tract of land, a distance of 23.35 feet to the POINT OF BEGINNING and containing 8,700 square feet or 0.200 acres of land, more or less. NOTES: 1. A plat of same date herewith accompanies this legal description. 2. All bearings and coordinates are referenced to the Texas Coordinate System, NAD-83, The North Central Zone 4202, all distances and areas shown are surface. * SURVEYOR'S CERTIFICATE * TO ALL PARTIES INTERESTED IN TITLE TO THE PREMISES SURVEYED, I DO HEREBY STATE THAT THE ABOVE LEGAL DESCRIPTION WAS PREPARED FROM PUBLIC RECORDS AND FROM AN ACTUAL AND ACCURATE SURVEY UPON THE GROUND AND THAT SAME IS TRUE AND CORRECT. September 2, 2020 By: ____________________________________ Lyndon M. Hodgin Registered Professional Land Surveyor Texas No. 4584 Gorrondona & Associates, Inc Texas Firm No. 10106903 50 of 119 856 51 of 119 857 52 of 119 858 53 of 119 859 Page 1 of 2 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 EXHIBIT “A“ BONNIE BRAE PHASE 6 PARCEL NO. 21-ROW-1 OWNER: ADAM J. KUNZMAN, A SINGLE PERSON NATHAN WADE SURVEY, ABSTRACT NO.1407 DENTON COUNTY, TEXAS Being a 0.274 acre tract of land situated in the Nathan Wade Survey, Abstract No. 1407, Denton County, Texas, said 0.274 acre tract of land being a portion of a 0.768 acre tract of land (calculated) conveyed to Adam J. Kunzman, as recorded in Volume 3049, Page 439 of the Real Property Records of Denton County, Texas, said 0.274 acre tract of land being more particularly described by metes and bounds as follows: BEGINNING at a 2 inch steel fence post found for the southeast corner of said 0.768 acre tract of land, said 2 inch steel fence post being the northeast corner of a 4.979 acre tract of land (by deed) conveyed to R. Erik Fullerton and Spouse Maria R. Fullerton, as recorded in Document Number 95-R0008696 of said Real Property Records of Denton County, Texas, said 2 inch steel fence post found being the northwest corner of a 0.5950 acre tract of land (by deed) conveyed to The City of Denton, as recorded in Volume 2580, Page 823 of said Real Property Records of Denton County, Texas, said 2 inch steel fence post found being an exterior ell corner of a 30 acre tract of land (by deed) conveyed to Smith 37, LLC as recorded in Document Number 2013-62126 of said Real Property Records of Denton County, Texas, said 2 inch steel fence post found also having a grid coordinate of N=7,138,415.632 and E=2,377,941.855. THENCE North 89 degrees 13 minutes 09 seconds West, with the south line of said 0.768 acre tract of land and with the north line of said 4.979 acre tract of land, a distance of 80.15 feet to a 5/8 inch iron rod with cap stamped “Gorrondona and Associates” set for corner in the proposed west right-of-way line of North Bonnie Brae Street, from which a 2 inch steel fence post found for the southwest corner of said 0.768 acre tract bears North 89 degrees 13 minutes 09 seconds West, a distance of 142.89 feet, said 2 inch steel fence post found being an exterior ell corner of said 30 acre tract of land and from which a 1/2 iron rod found (controlling monument) for the northwest corner of said 4.979 acre tract bears North 89 degrees 13 minutes 09 seconds west a distance of 142.89 feet and North 89 degrees 15 minutes 48 seconds West, a distance of 676.88 feet said 1/2 iron rod found being an exterior ell corner of Lot 1, Block A, Bonnie Brae High School Addition, an addition to The City of Denton, Denton County, Texas, said Lot 1, Block A being conveyed to Denton Independent School District as recorded in Document Number 2018-48651 of said Real Property Records of Denton County, Texas; THENCE North 00 degrees 44 minutes 39 seconds East, with the proposed west right-of-way line of said N. Bonnie Brae Street, a distance of 150.33 feet to a 5/8 inch iron rod with cap stamped “Gorrondona and Associates” set for corner in the north line of said 0.768 acre tract of land and in the south line of said 30 acre tract of land, from which a 2 inch steel fence post found (controlling monument) for the northwest corner of said 0.768 acre track bears North 89 degrees 22 minutes 48 seconds West, a distance of 143.42 feet; THENCE South 89 degrees 22 minutes 48 seconds East, with the north line of said 0.768 acre tract of land and with the south line of said 30 acre tract of land, a distance of 78.25 feet to a point for the northeast corner of said 0.768 acre tract of land, said point being an interior ell corner of said 30 acre tract of land; 54 of 119 860 Page 2 of 2 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 THENCE South 00 degrees 01 minute 19 seconds West, with the east line of said 0.768 acre tract of land and with the south line of said 30 acre tract of land, a distance of 150.56 feet to the point of beginning and containing 11,914 Square feet or 0.274 acres more or less. NOTES: 1. A plat of same date herewith accompanies this legal description. 2. All bearings and coordinates are referenced to the Texas Coordinate System, NAD-83, The North Central Zone 4202, all distances and areas shown are surface. * SURVEYOR'S CERTIFICATE * TO ALL PARTIES INTERESTED IN TITLE TO THE PREMISES SURVEYED, I DO HEREBY STATE THAT THE ABOVE LEGAL DESCRIPTION WAS PREPARED FROM PUBLIC RECORDS AND FROM AN ACTUAL AND ACCURATE SURVEY UPON THE GROUND AND THAT SAME IS TRUE AND CORRECT. July 15, 2020 By: ____________________________________ Lyndon M. Hodgin Registered Professional Land Surveyor Texas No. 4584 Gorrondona & Associates, Inc Texas Firm No. 10106903 55 of 119 861 56 of 119 862 57 of 119 863 Page 1 of 3 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 EXHIBIT “A“ BONNIE BRAE PHASE 6 PARCEL No. 23-ROW-1 OWNER: SMITH 37, LLC N. WADE SURVEY, ABSTRACT No. 1407 DENTON COUNTY, TEXAS Being a 1.564 acre tract of land situated in the Nathan Wade Survey, Abstract No. 1407, Denton County, Texas, said 1.564 acre tract of land being a portion of a 30 acre tract of land (by deed) conveyed to Smith 37, LLC as recorded in Document Number 2013-62126 of the Real Property Records of Denton County, Texas, said 1.564 acre tract of land being more particularly described by metes and bounds as follows: COMMENCING at a 1/2 inch iron rod with cap stamped “PBJ SURVEYING” found (controlling monument) at the southwest corner said 30 acre tract of land, THENCE South 88 degrees 45 minutes 49 seconds East, a distance of 61.08 feet to a 1/2 inch iron rod found (controlling monument) for the northwest corner of a 4.979 acre tract of land (by deed) conveyed to R. Eric Fullerton and spouse, Marla R. Fullerton as recorded in Document No. 95-R0008696 of said Real Property Records of Denton County, Texas, THENCE South 89 degrees 15 minutes 48 seconds East, a distance of 676.88 feet to a 2 inch steel fence post found (controlling monument) for the southwest corner of a 0.768 acre tract of land (calculated) conveyed to Adam J. Kunzman, a single person, as recorded in Volume 3049, Page 0439 of said Real Property Records of Denton County, Texas, THENCE South 89 degrees 13 minutes 09 seconds East, a distance of 223.03 feet to a 2 inch steel fence post found (controlling monument) for the POINT OF BEGINNING, said 2 inch steel fence post found being in the proposed west right-of-way line of North Bonnie Brae Street, said 2 inch steel fence post found being the most westerly southeast corner of said 30 acre tract of land, said 2 inch steel fence post found being the southeast corner said 0.768 acre tract of land and the northeast corner of said 4.979 acre tract of land, said 2 inch steel fence post found being the northwest corner of a 0.5950 acre tract of land (by deed) conveyed to The City of Denton as recorded in Volume 2580, Page 823 of said Real Property Records of Denton County, Texas, said 2 inch steel fence post found also having a grid coordinate of N=7,138,400.784 and E=2,377,936.909; THENCE North 00 degrees 01 minutes 16 seconds East, with proposed west right-of-way line of said North Bonnie Brae Street, with the south line of said 30 acre tract of land and with the east line of said 0.768 acre tract of land, a distance of 150.56 feet to a point for corner, said point for corner being and interior ell corner of said 30 acre tract of land and the northeast corner of said 0.768 acre tract of land; THENCE North 89 degrees 22 minutes 48 seconds West, with proposed west right-of-way line of said North Bonnie Brae Street, with the south line of said 30 acre tract of land and with the north line of said 0.768 acre tract of land, a distance of 78.25 feet to a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set for corner; 58 of 119 864 Page 2 of 3 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 THENCE North 00 degrees 44 minutes 39 seconds East, with proposed west right-of-way line of said North Bonnie Brae Street, a distance of 592.20 feet to a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set for corner in the north line of said 30 acre tract of land, said 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set being in the south line of Lot 1, Block 1, John Smith Addition, an addition to the City of Denton, Denton County, Texas, as recorded in Cabinet D, Page 288 of the Plat Records of Denton County, Texas, and being conveyed to John Linn Smith and Dorothy Elaine Smith, Co-Trustees, as recorded in Document Number 2003-190972 of the Real Property Records of Denton County, Texas, THENCE South 89 degrees 36 minutes 51 seconds East, with the east line of said 30 acre tract of land and the south line of said Lot 1, Block 1, a distance of 105.75 feet to a point for corner, said point being an exterior ell corner of said 30 acre tract of land and the southeast corner of said d Lot 1, Block 1, said point being in North Bonnie Brae Street; THENCE South 00 degrees 26 minutes 24 seconds West, with the east line of said 30 acre tract of land and with said North Bonnie Brae Street, a distance of 743.22 feet to a point for the most easterly southeast corner of said 30 acre tract of land, said point being the northeast corner said 0.5950 acre tract of land, said point being the northwest corner of a 1.0977 acre tract of land (by deed) conveyed to The City of Denton as recorded in Volume 2542, Page 46 of said Real Property Records of Denton County, Texas; THENCE North 89 degrees 18 minutes 24 seconds West, with the south line of said 30 acre tract of land and with the north line of said 0.5950 acre tract of land, a distance of 29.58 feet to the POINT OF BEGINNING and containing 68,139 square feet or 1.564 acres of land, more or less 59 of 119 865 Page 3 of 3 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 NOTES: 1. A plat of same date herewith accompanies this legal description. 2. All bearings and coordinates are referenced to the Texas Coordinate System, NAD-83, The North Central Zone 4202, all distances and areas shown are surface. * SURVEYOR'S CERTIFICATE * TO ALL PARTIES INTERESTED IN TITLE TO THE PREMISES SURVEYED, I DO HEREBY STATE THAT THE ABOVE LEGAL DESCRIPTION WAS PREPARED FROM PUBLIC RECORDS AND FROM AN ACTUAL AND ACCURATE SURVEY UPON THE GROUND AND THAT SAME IS TRUE AND CORRECT. June 10, 2020 By: ____________________________________ Lyndon M. Hodgin Registered Professional Land Surveyor Texas No. 4584 Gorrondona & Associates, Inc Texas Firm No. 10106903 60 of 119 866 61 of 119 867 62 of 119 868 63 of 119 869 Page 1 of 2 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 EXHIBIT “A“ BONNIE BRAE PHASE 6 PARCEL No. 23-ROW-2 OWNER: SMITH 37, LLC N. WADE SURVEY, ABSTRACT No. 1407 DENTON COUNTY, TEXAS Being a 0.546 acre tract of land situated in the Nathan Wade Survey, Abstract No. 1407, Denton County, Texas, said 0.546 acre tract of land being a portion of a 30 acre tract of land (by deed) conveyed to Smith 37, LLC as recorded in Document Number 2013-62126 of the Real Property Records of Denton County, Texas, Said 0.546 acre tract of land being more particularly described by metes and bounds as follows: BEGINNING at a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set for corner in the proposed west right-of-way line of North Bonnie Brae Street, said 5/8 inch iron rod with cap stamped “Gorrondona & Associates set being in the north line of said 30 acre tract of land, said 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set being an ell corner of Lot 1, Block A, Bonnie Brae High School Addition, an addition to The City of Denton, Denton County, Texas, recorded in the Document Number 2020-113 of said Real Property Records of Denton County, Texas, and being conveyed to Denton Independent School District as recorded in Document Number 2018-48651 of said Real Property Records of Denton County, Texas, said 5/8 inch iron rod with cap stamped “Gorrondona & Associates set being the most westerly southeast corner of a 6.381 acre right-of-way dedication (by plat) as recorded in Document Number 2020- 113 of said Real Property Records of Denton County, Texas, said 5/8 inch iron rod with cap stamped “Gorrondona & Associates set also having a grid coordinate of N=7,139,869.141 and E=2,377,888.932; THENCE South 89 degrees 46 minutes 40 seconds East, with the north line of said 30 acre tract of land and with the south line of said 6.381 acre right-of-way dedication, passing a 5/8 inch iron rod with cap stamped “TNP” found (controlling monument) for the most easterly southeast corner of said 6.381 acre right-of-way dedication at a distance of 66.09 feet, said 5/8 inch iron rod with cap stamped “TNP” found being the southwest corner of a 0.1895 acre tract of land (by deed) conveyed to the City of Denton as recorded in Volume 2580, Page 823 of the Real Property Records of Denton County, Texas, from which a 5/8 inch iron rod with cap stamped “TNP” found (controlling monument) for the northeast corner of said 6.381 acre right-of-way dedication bears North 00 degrees 25 minutes 47 seconds East, a distance of 172.90 feet, in all a distance of 93.67 feet to a PK nail found for the most northerly northeast corner of said 30 acre tract of land, said PK nail found being the southeast corner of said 0.1895 acre tract of land, said PK nail found also being in North Bonnie Brae Street; THENCE south 00 degrees 26 minutes 24 seconds West, with the east line of said 30 acre tract of land and with said North Bonnie Brae Street, a distance of 252.66 feet to a point for corner, said point being an ell corner of said 30 acre tract of land, said point being the northeast corner of a 0.688 acre tract of land (by deed) conveyed to Michael S. Smith and wife Laree L. Smith as recorded in Document Number 2002-R0095801 of said Real Property Records of Denton County, Texas; 64 of 119 870 Page 2 of 2 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 THENCE North 89 degrees 36 minutes 52 seconds West, with the east line of said 30 acre tract of land and with the north line of said 0.688 acre tract of land, a distance of 94.60 feet to a 5/8 in iron rod with cap stamped “Gorrondona & Associates” set for corner in the proposed west right- of-way line of said North Bonnie Brae Street; THENCE North 00 degrees 39 minutes 00 seconds East, with the proposed west right-of-way line of said North Bonnie Brae Street, a distance of 252.40 feet to the POINT OF BEGINNING and containing 23,772 square feet or 0.546 acres of land, more or less NOTES: 1. A plat of same date herewith accompanies this legal description. 2. All bearings and coordinates are referenced to the Texas Coordinate System, NAD-83, The North Central Zone 4202, all distances and areas shown are surface. * SURVEYOR'S CERTIFICATE * TO ALL PARTIES INTERESTED IN TITLE TO THE PREMISES SURVEYED, I DO HEREBY STATE THAT THE ABOVE LEGAL DESCRIPTION WAS PREPARED FROM PUBLIC RECORDS AND FROM AN ACTUAL AND ACCURATE SURVEY UPON THE GROUND AND THAT SAME IS TRUE AND CORRECT. June 10, 2020 By: ____________________________________ Lyndon M. Hodgin Registered Professional Land Surveyor Texas No. 4584 Gorrondona & Associates, Inc Texas Firm No. 10106903 65 of 119 871 66 of 119 872 67 of 119 873 Page 1 of 2 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 EXHIBIT “A“ BONNIE BRAE PHASE 6 PARCEL No. 23-TCE-1 OWNER: SMITH 37, LLC N. WADE SURVEY, ABSTRACT No. 1407 DENTON COUNTY, TEXAS Being a 0.037 acre tract of land situated in the Nathan Wade Survey, Abstract No. 1407, Denton County, Texas, said 0.037 acre tract of land being a portion of a 30 acre tract of land (by deed) conveyed to Smith 37, LLC as recorded in Document Number 2013-62126 of the Real Property Records of Denton County, Texas, said 0.037 acre tract of land being more particularly described by metes and bounds as follows: BEGINNING at the southern most point of said 0.037 acre tract of land, said point being in the proposed west right-of-way line of North Bonnie Brae Street, from which a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” bears South 00 degrees 44 minutes 41 seconds West, a distance of 292.10 feet, said point also having a grid coordinate of N=7,138,859.046 E=2,377,867.474; THENCE North 01 degrees 19 minutes 03 seconds West, a distance of 300.23 feet to a point for corner, said point being in the south line of Lot 1, Block 1, John Smith Addition, an addition to the City of Denton, Denton County, Texas, as recorded in Cabinet D, Page 288 of the Plat Records of Denton County, Texas; THENCE South 89 degrees 36 minutes 51 seconds East, with the south line of said Lot 1, Block 1,a distance of 10.80 feet to 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set in the proposed west right-of-way line of said North Bonnie Brae Street; THENCE South 00 degrees 44 minutes 39 seconds West, with the proposed west right-of-way line of North Bonnie Brae Street, a distance of 300.10 feet to the POINT OF BEGINNING and containing 1,621 square feet or 0.037 acres of land, more or less 68 of 119 874 Page 2 of 2 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 NOTES: 1. A plat of same date herewith accompanies this legal description. 2. All bearings and coordinates are referenced to the Texas Coordinate System, NAD-83, The North Central Zone 4202, all distances and areas shown are surface. * SURVEYOR'S CERTIFICATE * TO ALL PARTIES INTERESTED IN TITLE TO THE PREMISES SURVEYED, I DO HEREBY STATE THAT THE ABOVE LEGAL DESCRIPTION WAS PREPARED FROM PUBLIC RECORDS AND FROM AN ACTUAL AND ACCURATE SURVEY UPON THE GROUND AND THAT SAME IS TRUE AND CORRECT. September 22, 2020 By: ____________________________________ Lyndon M. Hodgin Registered Professional Land Surveyor Texas No. 4584 Gorrondona & Associates, Inc Texas Firm No. 10106903 69 of 119 875 70 of 119 876 71 of 119 877 Page 1 of 2 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 EXHIBIT “A“ BONNIE BRAE PHASE 6 PARCEL No. 23-TCE-2 OWNER: SMITH 37, LLC N. WADE SURVEY, ABSTRACT No. 1407 DENTON COUNTY, TEXAS Being a 0.081 acre tract of land situated in the Nathan Wade Survey, Abstract No. 1407, Denton County, Texas, said 0.081 acre tract of land being a portion of a 30 acre tract of land (by deed) conveyed to Smith 37, LLC as recorded in Document Number 2013-62126 of the Real Property Records of Denton County, Texas, Said 0.081 acre tract of land being more particularly described by metes and bounds as follows: BEGINNING at a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set for corner in the proposed west right-of-way line of North Bonnie Brae Street, said 5/8 inch iron rod with cap stamped “Gorrondona & Associates set being in the north line of said 30 acre tract of land, said 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set being an ell corner of Lot 1, Block A, Bonnie Brae High School Addition, an addition to The City of Denton, Denton County, Texas, recorded in Document Number 2020-113 of said Real Property Records of Denton County, Texas, said Lot 1 being conveyed to Denton Independent School District as recorded in Document Number 2018-48651 of said Real Property Records of Denton County, Texas, said 5/8 inch iron rod with cap stamped “Gorrondona & Associates set being the most westerly southeast corner of a 6.381 acre right-of-way dedication (by plat) as recorded in Document Number 2020-113 of said Real Property Records of Denton County, Texas, said 5/8 inch iron rod with cap stamped “Gorrondona & Associates set also having a grid coordinate of N=7,139,869.141 and E=2,377,888.932; THENCE South 00 degree 39 minutes 00 seconds West, with the proposed west right-of-way line of line of said North Bonnie Brae Street, a distance of 252.40 feet to a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set in the north line of a 0.688 acre tract of land (by deed) conveyed to Michael S. Smith and wife, Laree L. Smith as recorded in Document Number 2002- R0095801 of the Real Property Records of Denton County, Texas; THENCE North 89 degrees 36 minutes 52 seconds West, with the north line of said 0.688 acre tract of land, a distance of 14.00 feet to a point for corner; THENCE North 00 degrees 39 minutes 00 seconds East, a distance of 252.36 feet to a point for corner in the north line of said 30 acre tract of land; THENCE South 89 degrees 46 minutes 40 seconds East, with the north line of said 30 acre tract of land, a distance of 14.00 feet to the POINT OF BEGINNING and containing 3,533 square feet or 0.081 acres of land, more or less 72 of 119 878 Page 2 of 2 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 NOTES: 1. A plat of same date herewith accompanies this legal description. 2. All bearings and coordinates are referenced to the Texas Coordinate System, NAD-83, The North Central Zone 4202, all distances and areas shown are surface. * SURVEYOR'S CERTIFICATE * TO ALL PARTIES INTERESTED IN TITLE TO THE PREMISES SURVEYED, I DO HEREBY STATE THAT THE ABOVE LEGAL DESCRIPTION WAS PREPARED FROM PUBLIC RECORDS AND FROM AN ACTUAL AND ACCURATE SURVEY UPON THE GROUND AND THAT SAME IS TRUE AND CORRECT. September 22, 2020 By: ____________________________________ Lyndon M. Hodgin Registered Professional Land Surveyor Texas No. 4584 Gorrondona & Associates, Inc Texas Firm No. 10106903 73 of 119 879 74 of 119 880 75 of 119 881 Page 1 of 2 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 EXHIBIT “A“ BONNIE BRAE PHASE 6 PARCEL NO. 25-ROW-1 OWNER: WALLACE B. DUKE AND WIFE, MARTHA ANN DUKE N. WADE SURVEY, ABSTRACT NO.1407 DENTON COUNTY, TEXAS Being a 0.361 acre tract of land situated in the Nathan Wade Survey, Abstract No. 1407, Denton County, Texas, said 0.361 acre tract of land being a part of a 0.72543 acre tract of land (by deed) conveyed to Wallace B. Duke and wife, Martha Ann Duke as recorded in Volume 588, Page 599 of the Deed Records of Denton County, Texas, said 0.361 acre tract of land being more particularly described by metes and bounds as follows: COMMENCING at a PK Nail found (controlling monument) for the northeast corner of a 30 acre tract of land (by deed) conveyed to Smith 37, LLC as recorded in Document No. 2013-62126 of said Real Property Records of Denton County, Texas, said PK Nail found being the southeast corner of a 0.1895 acre tract of land (by deed) conveyed to The City of Denton as recorded in Volume 2580, Page 823 of said Real Property Records of Denton County, Texas, said PK Nail found also being in North Bonnie Brae Street, THENCE South 00 degree 26 minutes 24 seconds West, with the east line of said 30 acre tract and with said North Bonnie Brae Street a distance of 402.66 feet to the POINT OF BEGINNING, said point being the northeast corner of said 0.72543 acre tract of land, said point being the southeast corner of a 0.688 acre tract of land (by deed) conveyed to Michael S. Smith and, Laree L. Smith Husband and Wife, said point also having a grid coordinate of N=7,139,466.188 and E=2,377,979.498; THENCE South 00 degrees 26 minutes 24 seconds West, with the east line of said 0.72543 acre tract of land and with said North Bonnie Brae Street, a distance of 158.00 feet to a point for the southeast corner of said 0.72543 acre tract of land, said point being the northeast corner of Lot 1, Block 1 of John Smith Addition, an addition to The City of Denton, Denton County, Texas, as recorded in Cabinet D, Page 288 of the Plat Records of Denton County, Texas, said Lot 1 being conveyed to John Linn Smith and Dorothy Elaine Smith, Co-Trustees as recorded in Document Number 2003-190972 of said Real Property Records of Denton County, Texas; THENCE North 89 degrees 36 minutes 51 seconds West, with the south line of said 0.72543 acre tract of land and with the north line of said Lot 1, a distance of 104.48 feet to a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set for corner in the proposed west right-of-way of North Bonnie Brae Street; THENCE North 03 degrees 56 minutes 56 seconds East, with the proposed west right-of-way line of said North Bonnie Brae Street, a distance of 152.13 feet to a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set for corner; THENCE North 00 degrees 39 minutes 00 seconds East, with the proposed west right-of-way line of said North Bonnie Brae Street, a distance of 6.16 feet to a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set for corner in the north line of said 0.72543 acre tract of land, said 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set being in south line of said 0.688 acre tract of land; 76 of 119 882 Page 2 of 2 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 THENCE South 89 degrees 36 minutes 51 seconds East, with north line of said 0.72543 acre tract of land and with the south line of said 0.688 acre tract, a distance 95.15 feet to the POINT OF BEGINNING and containing 15,744 square feet or 0.361 acres of land, more or less. NOTES: 1. A plat of same date herewith accompanies this legal description. 2. All bearings and coordinates are referenced to the Texas Coordinate System, NAD-83, The North Central Zone 4202, all distances and areas shown are surface. * SURVEYOR'S CERTIFICATE * TO ALL PARTIES INTERESTED IN TITLE TO THE PREMISES SURVEYED, I DO HEREBY STATE THAT THE ABOVE LEGAL DESCRIPTION WAS PREPARED FROM PUBLIC RECORDS AND FROM AN ACTUAL AND ACCURATE SURVEY UPON THE GROUND AND THAT SAME IS TRUE AND CORRECT. May 18, 2020 By: ____________________________________ Lyndon M. Hodgin Registered Professional Land Surveyor Texas No. 4584 Gorrondona & Associates, Inc Texas Firm No. 10106903 77 of 119 883 78 of 119 884 79 of 119 885 Page 1 of 2 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 EXHIBIT “A“ BONNIE BRAE PHASE 6 PARCEL NO. 25-TCE-1 OWNER: WALLACE B. DUKE AND WIFE, MARTHA ANN DUKE N. WADE SURVEY, ABSTRACT NO.1407 DENTON COUNTY, TEXAS Being a 0.073 acre tract of land situated in the Nathan Wade Survey, Abstract No. 1407, Denton County, Texas, said 0.073 acre tract of land being a part of a 0.72543 acre tract of land (by deed) conveyed to Wallace B. Duke and wife, Martha Ann Duke as recorded in Volume 588, Page 599 of the Deed Records of Denton County, Texas, said 0.073 acre tract of land being more particularly described by metes and bounds as follows: BEGINNING, at a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set for corner in the proposed west right-of-way line of North Bonnie Brae Street, said 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set being in the south line of said 0.72543 acre tract of land, said 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set being in the north line of Lot 1, Block 1, of John Smith Addition, an addition to The City of Denton, Denton County, Texas, as recorded in Cabinet D, Page 288 of the Plat Records of Denton County, Texas, said 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set also having a grid coordinate of N=7,139,308.918 E= 2,377,873.822; THENCE North 89 degrees 36 minutes 51 seconds West, with the south line of said 0.72543 acre tract of land, and with the north line of said Lot 1, Block 1, a distance of 22.56 feet to a point for corner; THENCE North 05 degrees 44 minutes 04 seconds East, a distance of 158.69 feet to a point for corner in the north line of said 0.72543 acre tract of land, said point being in the south line of a 0.688 acre tract of land (by deed) conveyed to Michael S. Smith and wife Laree L. Smith, as recorded in Document No. 2002-R0095801 of the Real Property Records of Denton County, Texas; THENCE South 89 degrees 36 minutes 51 seconds East, with the north line of said 0.72543 acre tract of land, and with the south line of said 0.688 acre tract of land, a distance of 17.25 feet to a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set in the proposed west right-of- way line of said North Bonnie Brae Street; THENCE South 00 degrees 39 minutes 00 seconds West, with the proposed west right-of-way line of said North Bonnie Brae Street, a distance of 6.16 feet to a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set for corner; THENCE South 03 degrees 56 minutes 56 seconds West, with the proposed west right-of-way line of said North Bonnie Brae Street, a distance of 152.13 feet to the POINT OF BEGINNING and containing 3,171 square feet or 0.073 acres of land, more or less. 80 of 119 886 Page 2 of 2 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 NOTES: 1. A plat of same date herewith accompanies this legal description. 2. All bearings and coordinates are referenced to the Texas Coordinate System, NAD-83, The North Central Zone 4202, all distances and areas shown are surface. * SURVEYOR'S CERTIFICATE * TO ALL PARTIES INTERESTED IN TITLE TO THE PREMISES SURVEYED, I DO HEREBY STATE THAT THE ABOVE LEGAL DESCRIPTION WAS PREPARED FROM PUBLIC RECORDS AND FROM AN ACTUAL AND ACCURATE SURVEY UPON THE GROUND AND THAT SAME IS TRUE AND CORRECT. September 23, 2020 By: ____________________________________ Lyndon M. Hodgin Registered Professional Land Surveyor Texas No. 4584 Gorrondona & Associates, Inc Texas Firm No. 10106903 81 of 119 887 82 of 119 888 83 of 119 889 Page 1 of 2 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 EXHIBIT “A“ BONNIE BRAE PHASE 6 PARCEL NO. 27-ROW-1 OWNER: MICHAEL S. SMITH AND WIFE LAREE L. SMITH N. WADE SURVEY, ABSTRACT NO.1407 DENTON COUNTY, TEXAS Being a 0.327 acre tract of land situated in the Nathan Wade Survey, Abstract No. 1407, Denton County, Texas, said 0.327 tract of land being part of a 0.688 acre tract of land (by deed) conveyed to Michael S. Smith and wife Laree L. Smith, as recorded in Document No. 2002-R0095801 of the Real Property Records of Denton County, Texas, said 0.327 acre tract of land being more particularly described by metes and bounds as follows: COMMENCING at a PK Nail found (controlling monument) for the northeast corner of a 30 acre tract of land (by deed) conveyed to Smith 37, LLC as recorded in Document No. 2013-62126 of said Real Property Records of Denton County, Texas, said PK Nail found being the southeast corner of a 0.1895 acre tract of land (by deed) conveyed to The City of Denton as recorded in Volume 2580, Page 823 of said Real Property Records of Denton County, Texas, said PK Nail found also being in North Bonnie Brae Street, THENCE South 00 degrees 26 minutes 24 seconds West, with the east line of said 30 acre tract and with said North Bonnie Brae Street, a distance of 252.66 feet to the POINT OF BEGINNING, said point being the northeast corner of said 0.688 acre tract, said point having a grid coordinate of N=7,139,616.161 and E=2,377,980.650, from which a PK Nail found for reference bears South 89 degrees 36 minutes 52 seconds East, a distance of 2.38 feet; THENCE South 00 degrees 26 minutes 24 seconds West, with the east line of said 0.688 acre tract and with said North Bonnie Brae Street, a distance of 150.00 feet to a point for the southeast corner of said 0.688 acre tract, said point being the northeast corner of a 0.72543 acre tract of land (by deed) conveyed to Wallace B. Duke and wife, Martha Ann Duke, as recorded in Volume 588, Page 599 of the Deed Records of Denton County, Texas; THENCE North 89 degrees 36 minutes 50 seconds West, with the south line of said 0.688 acre tract and with the north line of said 0.72543 acre tract, passing at a distance of 31.03 feet a 1/2” iron rod found (controlling monument) for reference, in all a distance of 95.15 feet to a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set in the proposed west right-of-way line of North Bonnie Brae Street; THENCE North 00 degrees 39 minutes 00 seconds East, with the proposed west right-of-way line of said North Bonnie Brae Street, a distance of 150.00 feet to a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set for corner, said 5/8 inch iron rod with cap stamped “Gorrondona & Associates” being in the north line of said 0.688 acre tract, said 5/8 inch iron rod with cap stamped “Gorrondona & Associates” being in the south line of said 30 acre tract; THENCE South 89 degrees 36 minutes 52 seconds East, with the north line of said 0.688 acre tract and with the south line of said 0.72543 acre tract, a distance of 94.60 feet to the POINT OF BEGINNING and containing 14,230 square feet or 0.327 acres of land, more or less. 84 of 119 890 Page 2 of 2 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 NOTES: 1. A plat of same date herewith accompanies this legal description. 2. All bearings and coordinates are referenced to the Texas Coordinate System, NAD-83, The North Central Zone 4202, all distances and areas shown are surface. * SURVEYOR'S CERTIFICATE * TO ALL PARTIES INTERESTED IN TITLE TO THE PREMISES SURVEYED, I DO HEREBY STATE THAT THE ABOVE LEGAL DESCRIPTION WAS PREPARED FROM PUBLIC RECORDS AND FROM AN ACTUAL AND ACCURATE SURVEY UPON THE GROUND AND THAT SAME IS TRUE AND CORRECT. July 17, 2020 By: ____________________________________ Lyndon M. Hodgin Registered Professional Land Surveyor Texas No. 4584 Gorrondona & Associates, Inc Texas Firm No. 10106903 85 of 119 891 86 of 119 892 87 of 119 893 Page 1 of 2 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 EXHIBIT “A“ BONNIE BRAE PHASE 6 PARCEL NO. 27-TCE-1 OWNER: MICHAEL S. SMITH AND WIFE LAREE L. SMITH N. WADE SURVEY, ABSTRACT NO.1407 DENTON COUNTY, TEXAS Being a 0.059 acre tract of land situated in the Nathan Wade Survey, Abstract No. 1407, Denton County, Texas, said 0.059 tract of land being part of a 0.688 acre tract of land (by deed) conveyed to Michael S. Smith and wife Laree L. Smith, as recorded in Document No. 2002-R0095801 of the Real Property Records of Denton County, Texas, said 0.059 acre tract of land being more particularly described by metes and bounds as follows: BEGINNING, at a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set for corner in the intersection of the proposed west right-of-way line of North Bonnie Brae Street, with the south line of said 0.688 acre tract of land, said 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set being in the south line of a 0.72543 acre tract of land (by deed) conveyed to Wallace B. Duke and wife, Martha Ann Duke as recorded in Volume 588, Page 599 of the Deed Records of Denton County, Texas, said 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set also having a grid coordinate of N=7,139,466.828 E=2,377,884.367 THENCE North 89 degrees 36 minutes 50 seconds West, with the south line of said 0.688 acre tract of land, and with the north line of said 0.72543 acre tract of land, a distance of 17.00 feet to a point for corner; THENCE North 00 degrees 39 minutes 00 seconds East, a distance of 150.00 feet to a point for corner in the north line of said 0.688 acre tract of land, said point being in the el of a 30 acre tract of land (by deed) conveyed to Smith 37 LLC as recorded in Document No. 2013-62126 of the Real Property records of Denton County, Texas,; THENCE South 89 degrees 36 minutes 51 seconds East, with the north line of said 0.688 acre tract of land, and with the east line of said 30 acre tract of land, a distance of 17.00 feet to a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set in the proposed west right-of-way line of said North Bonnie Brae Street; THENCE South 00 degrees 39 minutes 00 seconds West, with the proposed west right-of-way line of said North Bonnie Brae Street, a distance of 150.00 feet to the POINT OF BEGINNING and containing 2,550 square feet or 0.059 acres of land, more or less. 88 of 119 894 Page 2 of 2 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 NOTES: 1. A plat of same date herewith accompanies this legal description. 2. All bearings and coordinates are referenced to the Texas Coordinate System, NAD-83, The North Central Zone 4202, all distances and areas shown are surface. * SURVEYOR'S CERTIFICATE * TO ALL PARTIES INTERESTED IN TITLE TO THE PREMISES SURVEYED, I DO HEREBY STATE THAT THE ABOVE LEGAL DESCRIPTION WAS PREPARED FROM PUBLIC RECORDS AND FROM AN ACTUAL AND ACCURATE SURVEY UPON THE GROUND AND THAT SAME IS TRUE AND CORRECT. September 23, 2020 By: ____________________________________ Lyndon M. Hodgin Registered Professional Land Surveyor Texas No. 4584 Gorrondona & Associates, Inc Texas Firm No. 10106903 89 of 119 895 90 of 119 896 91 of 119 897 Page 1 of 4 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 EXHIBIT “A“ BONNIE BRAE PHASE 6 PARCEL NO. 28-ROW-1 OWNER: THE MARK AT DENTON OWNER LLC JONATHAN S. COLLARD SURVEY, ABSTRACT NO. 297 DENTON COUNTY, TEXAS Being a 3.246 acre tract of land situated in the Jonathan S Collard Survey, Abstract No. 297, Denton County, Texas, said 3.246 tract of land being a portion of a 2.871 acre tract of land reserved for right-of-way as shown on the plat of The Mark At Denton Addition, an addition to the City of Denton, Denton County, Texas, as recorded in Document Number 2020-139 of the Real Property Records of Denton County, Texas, said 2.871 acre tract of land reserved for right-of-way being conveyed to The Mark at Denton Owner LLC as recorded in Document Number 2020-27647 of said Real Property Records of Denton County, Texas, said 3.246 tract of land being a portion of a 1.096 acre tract of land reserved for right-of-way as shown on said plat of The Mark At Denton Addition, said 1.096 acre tract of land reserved for right-of-way being conveyed to The Mark at Denton Owner LLC as recorded in Document Number 2020-27647 of said Real Property Records of Denton County, Texas, said 3.246 tract of land also being a portion of the remainder of a 28.446 acre tract of land conveyed to The Mark at Denton Owner LLC as recorded in Document Number 2020-27647 of said Real Property Records of Denton County, Texas, said 3.246 tract of land being more particularly described by metes and bounds as follows: BEGINNING at a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set in the proposed east right-of-way line of North Bonnie Brae Street, said 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set being in the east line of said 2.871 acre tract of land, said 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set being the northwest corner of Lot 1, Block A of said The Mark At Denton Addition, said 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set also having grid coordinate of N:7,141,142.826 and E:2,378,059.314; THENCE North 89 degrees 18 minutes 06 seconds West, a distance of 67.49 feet to a point for corner in the west line of said 2.871 acre tract of land, said point being in the east line of a variable width right-of-way dedication as shown on the Final Plat of Kings Ridge Estates Phase I as recorded in Document Number 2020-288 the Plat Records of Denton County, Texas, said point being in the approximate west line of said Abstract No. 297 and the approximate east line of the Nathan Wade Survey, Abstract No. 1407, said point also being in North Bonnie Brae Street; THENCE North 00 degrees 24 minutes 58 seconds East, with the west line of said 2.871 acre tract of land, with the east line of said variable width right-of-way dedication, with approximate west line of said Abstract No. 297, with the approximate east line of said Abstract No. 1407 and with said North Bonnie Brae Street, passing at a distance of 306.49 feet the most westerly northwest corner of said 2.871 acre tract of land and the south corner of said 1.096 acre tract of land, in all a distance of 584.02 feet to a Mag Nail found (controlling monument) for an exterior ell corner of said 1.096 acre tract of land, said Mag Nail found being the most easterly northeast corner of said 77.6847 acre tract of land, said Mag Nail found being in the southerly right-of-way line of Highway 77 (a variable width right-of-way), said Mag Nail found also being in said North Bonnie Brae Street; 92 of 119 898 Page 2 of 4 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 THENCE North 86 degrees 34 minutes 36 seconds East, with the west line of said 1.096 acre tract of land and with the southerly right-of-way line of said Highway 77, a distance of 40.20 feet to a 3 inch aluminum disk stamped “TXDOT” found (controlling monument) for an interior ell corner of said 1.096 acre tract of land; THENCE North 03 degrees 27 minutes 07 seconds West, with the west line of said 1.096 acre tract of land and with the southerly right-of-way line of said Highway 77, a distance of 145.72 feet to a 3 inch aluminum disk stamped “TXDOT” found (controlling monument) for the beginning of a non-tangent curve to the right having a radius of 170.49 feet, a central angle of 30 degrees 37 minutes 02 seconds, and whose chord bears North 11 degrees 36 minutes 58 seconds East, a distance of 90.02 feet; THENCE Northerly, with said non-tangent curve to the right, an arc length of 91.11 feet to a brass disk stamped “PBS&J 258” found (controlling monument) for the northeast corner of said 1.096 acre tract of land, said brass disk stamped “PBS&J 258” found being an exterior ell corner in the southerly right-of-way line of said Highway 77; THENCE South 58 degrees 41 minutes 12 seconds East, with the north line of said 1.096 acre tract of land and with the southerly right-of-way line of said Highway 77, a distance of 120.00 feet to a 3 inch aluminum disk stamped “TXDOT” found (controlling monument) for corner; THENCE South 70 degrees 13 minutes 22 seconds East, with the north line of said 1.096 acre tract of land and with the southerly right-of-way line of said Highway 77, passing at a distance of 81.56 feet the northeast corner of said 1.096 acre tract of land and the northwest corner of said 2.871 acre tract of land, in all a distance of 100.63 feet to a point for corner from which a 3 inch aluminum disk stamped “TXDOT” found for reference bears North 82 degrees 26 minutes 43 seconds West, a distance of 0.83 feet; THENCE South 58 degrees 42 minutes 27 seconds East, with the north line of said 2.871 acre tract of land and with the southerly right-of-way line of said Highway 77, passing at a distance of 121.83 feet the northeast corner of said 2.871 acre tract of land, in all a distance of 154.66 feet to a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set corner in the proposed east right-of-way line of North Bonnie Brae Street; THENCE South 76 degrees 15 minutes 52 seconds West, with the proposed east right-of-way line of said North Bonnie Brae Street, a distance of 46.40 feet to a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set corner, said 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set being in the east line of said 2.871 acre tract of land; THENCE South 31 degrees 14 minutes 11 seconds West, with the proposed east right-of-way line of said North Bonnie Brae Street and with the east line of said 2.871 acre tract of land, a distance of 219.64 feet to a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set corner; THENCE South 28 degrees 12 minutes 09 seconds West, with the proposed east right-of-way line of said North Bonnie Brae Street and with the east line of said 2.871 acre tract of land, a distance of 181.21 feet to a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set for the beginning of a non-tangent curve to the left having a radius of 1,092.50 feet, a central angle of 15 degrees 28 minutes 52 seconds, and whose chord bears South 13 degrees 57 minutes 42 seconds West, a distance of 294.29 feet; 93 of 119 899 Page 3 of 4 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 THENCE Southwesterly, with said non-tangent curve to the left, with the proposed east right-of- way line of said North Bonnie Brae Street and with the east line of said 2.871 acre tract of land, an arc length of 295.19 feet to the POINT OF BEGINNING and containing 141,401 square feet or 3.246 acres of land, more or less. NOTES: 1. A plat of same date herewith accompanies this legal description. 2. All bearings and coordinates are referenced to the Texas Coordinate System, NAD-83, The North Central Zone 4202, all distances and areas shown are surface. * SURVEYOR'S CERTIFICATE * TO ALL PARTIES INTERESTED IN TITLE TO THE PREMISES SURVEYED, I DO HEREBY STATE THAT THE ABOVE LEGAL DESCRIPTION WAS PREPARED FROM PUBLIC RECORDS AND FROM AN ACTUAL AND ACCURATE SURVEY UPON THE GROUND AND THAT SAME IS TRUE AND CORRECT. July 21, 2020 By: ____________________________________ Lyndon M. Hodgin Registered Professional Land Surveyor Texas No. 4584 Gorrondona & Associates, Inc Texas Firm No. 10106903 94 of 119 900 95 of 119 901 96 of 119 902 97 of 119 903 Page 1 of 3 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 EXHIBIT “A“ BONNIE BRAE PHASE 6 PARCEL NO. 28-ROW-2 OWNER: THE MARK AT DENTON OWNER LLC J. COLLARD SURVEY, ABSTRACT NO. 297 DENTON COUNTY, TEXAS Being a 0.747 acre tract of land situated in the J. Collard Survey, Abstract No. 297, Denton County, Texas, said 0.747 tract of land being a portion of a 2.871 acre tract of land reserved for right-of-way as shown on the plat of The Mark At Denton Addition, an addition to the City of Denton, Denton County, Texas, as recorded in Document Number 2020-139 of the Real Property Records of Denton County, Texas, said 2.871 acre tract of land conveyed to The Mark at Denton Owner LLC as recorded in Document Number 2020-27647 of said Real Property Records of Denton County, Texas, said 0.747 acre tract of land being more particularly described by metes and bounds as follows: BEGINNING at a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set in the proposed east right-of-way line of North Bonnie Brae Street, said 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set being in the east line of said 2.871 acre tract of land, said 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set being the northwest corner of Lot 1, Block A, of said The Mark At Denton Addition, said 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set being the beginning of a non-tangent curve to the left having a radius of 1,092.50 feet, a central angle of 06 degrees 01 minutes 58 seconds, and whose chord bears South 03 degrees 12 minutes 17 seconds West, a distance of 114.98 feet, said 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set also having grid coordinate of N:7,141,142.826 and E:2,378,059.314; THENCE Southerly, with said non-tangent curve to the left, with the proposed east right-of-way line of said North Bonnie Brae Street, with the east line of said 2.871 acre tract of land and with the west line of said Lot 1, Block A, an arc length of 115.03 feet to a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set for corner; THENCE South 89 degrees 42 minutes 09 seconds West, with the proposed east right-of-way line of said North Bonnie Brae Street, with the east line of said 2.871 acre tract of land and with the west line of said Lot 1, Block A, a distance of 13.14 feet to a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set for corner; THENCE South 00 degrees 17 minutes 51 seconds East, with the proposed east right-of-way line of said North Bonnie Brae Street, with the east line of said 2.871 acre tract of land and with the west line of said Lot 1, Block A, a distance of 487.23 feet to a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set for corner in the north line of a 1.372 acre right-of-way dedication as recorded in Document Number 2015-148 of said Real Property Records of Denton County, Texas, from which a 5/8 inch iron rod with cap (illegible) found (controlling monument) for the southeast corner of said Lot 1, Block A bears South 89 degrees 17 minutes 42 seconds East, a distance of 956.20 feet, said 5/8 inch iron rod with cap (illegible) found being the northeast corner of Lot 1 Block A, North Lakes Substation Addition, an addition to The City of Denton as recorded in Document Number 2015-148 of said Real Property Records of Denton County, Texas and being conveyed to The City of Denton as recorded in Document Number 2014-57358 of said Real Property Records of Denton County, Texas; 98 of 119 904 Page 2 of 3 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 THENCE North 89 degrees 17 minutes 42 seconds West, with the south line of said 2.871 acre tract of land and with the north line of said 1.372 acre right-of-way dedication, a distance of 54.82 feet to a point for the southwest corner of said 2.871 acre tract of land and the northwest corner of said 1.372 acre right-of-way dedication, said point being in the east line of a variable width right-of-way dedication as shown on the Final Plat of Kings Ridge Estates Phase I as recorded in Document Number 2020-288 of the Plat Records of Denton County, Texas, said point being in the approximate west line of said Abstract No. 297 and the approximate east line of the Nathan Wade Survey, Abstract No. 1407, said point also being in North Bonnie Brae Street; THENCE North 00 degrees 24 minutes 58 seconds East, with the west line of said 2.871 acre tract of land, with the east line of said variable width right-of-way, with the west line of said Abstract No. 297, with the east line of said Abstract No. 1407 and with said North Bonnie Brae Street, a distance of 602.26 feet to a point for corner, from which a Mag Nail found (controlling monument) for an exterior ell corner of a 1.096 acre tract of land reserved for right-of-way as shown in said plat of The Mark At Denton Addition, said 1.096 acre tract of land conveyed to The Mark at Denton Owner LLC as recorded in Document Number 2020-27674 of said Real Property Records of Denton County, Texas, said Mag Nail found being the most easterly northeast corner of said 77.6847 acre tract of land, said Mag Nail found being in the southerly right-of-way line of Highway 77 (a variable width right-of-way), said Mag Nail found also being in said North Bonnie Brae Street; THENCE South 89 degrees 18 minutes 06 seconds East, a distance of 67.49 feet to the POINT OF BEGINNING and containing 32,556 square feet or 0.747 acres of land, more or less. 99 of 119 905 Page 3 of 3 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 NOTES: 1. A plat of same date herewith accompanies this legal description. 2. All bearings and coordinates are referenced to the Texas Coordinate System, NAD-83, The North Central Zone 4202, all distances and areas shown are surface. * SURVEYOR'S CERTIFICATE * TO ALL PARTIES INTERESTED IN TITLE TO THE PREMISES SURVEYED, I DO HEREBY STATE THAT THE ABOVE LEGAL DESCRIPTION WAS PREPARED FROM PUBLIC RECORDS AND FROM AN ACTUAL AND ACCURATE SURVEY UPON THE GROUND AND THAT SAME IS TRUE AND CORRECT. July 21, 2020 By: ____________________________________ Lyndon M. Hodgin Registered Professional Land Surveyor Texas No. 4584 Gorrondona & Associates, Inc Texas Firm No. 10106903 100 of 119 906 101 of 119 907 102 of 119 908 103 of 119 909 Page 1 of 3 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 EXHIBIT “A“ BONNIE BRAE PHASE 6 PARCEL No. 28-TCE-1 OWNER: THE MARK AT DENTON OWNER LLC JONATHAN S. COLLARD SURVEY, ABSTRACT No. 297 DENTON COUNTY, TEXAS Being a 0.481 acre tract of land situated in the Jonathan S. Collard Survey, Abstract No. 297, Denton County, Texas, said 0.481 acre tract of land being a portion of the remainder of a 28.446 acre tract of land conveyed to The Mark at Denton Owner LLC as recorded in Document Number 2020-27647 of the Real Property Records of Denton County, Texas, said 0.481 tract of land being more particularly described by metes and bounds as follows: BEGINNING at a point for the southwest corner of said 0.481 acre tract of land, said point being in the proposed east right-of-way line of North Bonnie Brae Street, said point being in a curve to the right having a radius of 1,092.50 feet, a central angle of 07 degrees 02 minutes 54 seconds, and whose chord bears North 18 degrees 10 minutes 41 seconds East, a distance of 134.31 feet, said point also having a grid coordinate of N:7,141,300.793 and E:2,378,088.413; THENCE Northerly, with said curve to the right and with the proposed east right-of-way line of said North Bonnie Brae Street, an arc length of 134.40 feet to a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set for corner; THENCE North 28 degrees 12 minutes 09 seconds East, with the proposed east right-of-way line of said North Bonnie Brae Street, a distance of 181.21 feet, to a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set for corner; THENCE North 31 degrees 14 minutes 11 seconds East, with the proposed east right-of-way line of said North Bonnie Brae Street, a distance of 219.64 feet to a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set for corner; THENCE North 76 degrees 15 minutes 52 seconds East, with the proposed east right-of-way line of said North Bonnie Brae Street, a distance of 42.41 feet to a point for corner, from which a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set at the intersection of the proposed easterly right-of-way of said North Bonnie Brae Street with the southerly right-of-way line of Highway 77 ( a variable width right-of-way) bears North 76 degrees 15 minutes 52 seconds East, a distance of 4.00 feet; THENCE South 31 degrees 14 minutes 11 seconds West, a distance of 124.83 feet to a point for corner; THENCE South 27 degrees 36 minutes 43 seconds East, a distance of 29.29 feet to a point for corner; THENCE South 15 degrees 42 minutes 29 seconds West, a distance of 44.32 feet to a point for corner; THENCE South 48 degrees 02 minutes 31 seconds West, a distance of 16.33 feet to a point for corner; 104 of 119 910 Page 2 of 3 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 THENCE South 75 degrees 01 minutes 20 seconds West, a distance of 69.29 feet to a point for corner; THENCE South 26 degrees 45 minutes 13 seconds West, a distance of 47.79 feet to a point for corner; THENCE South 12 degrees 25 minutes 25 seconds East, a distance of 100.38 feet to a point for corner; THENCE South 70 degrees 26 minutes 08 seconds West, a distance of 75.70 feet to a point for the beginning of a non-tangent curve to the left having a radius of 1,062.50 feet, a central angle of 06 degrees 57 minutes 26 seconds, and whose chord bears South 18 degrees 07 minutes 57 seconds West, a distance of 128.94 feet; THENCE Southerly, with said non-tangent curve to the left an arc length of 129.02 feet to a point for corner; THENCE North 75 degrees 20 minutes 46 seconds West, a distance of 30.00 feet to the POINT OF BEGINNING and containing 20,941 square feet or 0.481 acres of land, more or less; 105 of 119 911 Page 3 of 3 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 NOTES: 1. A plat of same date herewith accompanies this legal description. 2. All bearings and coordinates are referenced to the Texas Coordinate System, NAD-83, The North Central Zone 4202, all distances and areas shown are surface. * SURVEYOR'S CERTIFICATE * TO ALL PARTIES INTERESTED IN TITLE TO THE PREMISES SURVEYED, I DO HEREBY STATE THAT THE ABOVE LEGAL DESCRIPTION WAS PREPARED FROM PUBLIC RECORDS AND FROM AN ACTUAL AND ACCURATE SURVEY UPON THE GROUND AND THAT SAME IS TRUE AND CORRECT. September 14, 2020 By: ____________________________________ Lyndon M. Hodgin Registered Professional Land Surveyor Texas No. 4584 Gorrondona & Associates, Inc Texas Firm No. 10106903 106 of 119 912 107 of 119 913 108 of 119 914 109 of 119 915 Page 1 of 3 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 EXHIBIT “A“ BONNIE BRAE PHASE 6 PARCEL No. 30-ROW-1 OWNER: JOHN LINN SMITH AND DOROTHY ELAINE SMITH, CO-TRUSTEES N. WADE SURVEY, ABSTRACT No. 1407 DENTON COUNTY, TEXAS Being a 0.363 acre tract of land situated in the Nathan Wade Survey, Abstract No. 1407, Denton County, Texas, said 0.363 acre tract of land being a portion of Lot 1, Block 1, John Smith Addition, an addition to the City of Denton, Denton County, Texas, as recorded in Cabinet D, Page 288 of the Plat Records of Denton County, Texas, and being conveyed to John Linn Smith and Dorothy Elaine Smith, Co-Trustees, as recorded in Document Number 2003-190972 of the Real Property Records of Denton County, Texas, said 0.362 acre tract of land being more particularly described by metes and bounds as follows: COMMENCING at a 1/2 inch iron rod with cap stamped “PBJ SURVEYING” found (controlling monument) at the southwest corner of a 30 acre tract of land (by deed) conveyed to Smith 37, LLC as recorded in Document Number 2013-62126 of said Real Property Records of Denton County, Texas, THENCE South 88 degrees 45 minutes 49 seconds East, a distance of 61.08 feet to a 1/2 inch iron rod found (controlling monument) for the northwest corner of a 4.979 acre tract of land (by deed) conveyed to R. Eric Fullerton and spouse, Marla R. Fullerton as recorded in Document No. 95-R0008696 of said Real Property Records of Denton County, Texas, THENCE South 89 degrees 15 minutes 48 seconds East, a distance of 676.88 feet to a 2 inch steel fence post found (controlling monument) for the southwest corner of a 0.768 acre tract of land (calculated) conveyed to Adam J. Kunzman, a single person, as recorded in Volume 3049, Page 439 of said Real Property Records of Denton County, Texas, THENCE South 89 degrees 13 minutes 09 seconds East, a distance of 223.03 feet to a 2 inch steel fence post found (controlling monument) for the southeast corner said 0.768 acre tract of land and the northeast corner of said 4.979 acre tract of land, THENCE South 89 degrees 18 minutes 24 seconds East, a distance of 29.58 feet to a point for the most easterly southeast corner of said 30 acre tract of land, said point being in North Bonnie Brae Street (a variable width right-of-way), THENCE North 00 degrees 26 minutes 24 seconds East with the east line of said 30 acre tract of land and with said North Bonnie Brae Street, a distance of 743.22 feet to the POINT OF BEGINNING, said point being the southeast corner of said Lot 1, Block 1, said point also having grid a coordinate of N=7,139,143.511 and E=2,377,972.187; THENCE North 89 degrees 36 minutes 51 seconds West, with the south of said Lot 1, Block 1, a distance of 105.78 feet to a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set for corner in the proposed west right-of-way line of North Bonnie Brae Street; THENCE North 00 degrees 44 minutes 39 seconds East, with the proposed west right-of-way line of said North Bonnie Brae Street, a distance of 140.87 feet to a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set for corner; THENCE North 03 degrees 56 minutes 30 seconds East, with the proposed west right-of-way line of said North Bonnie Brae Street, a distance of 9.03 feet to a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set for corner in the north line of said Lot 1, Block 1, said 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set being the south line of a 0.72543 acre tract of land (by deed) conveyed to Wallace B. Duke and wife, Martha Ann Duke as recorded in Volume 588, Page 599 of the Deed Records of Denton County, Texas; 110 of 119 916 Page 2 of 3 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 THENCE South 89 degrees 36 minutes 51 seconds East, with the north line of said Lot 1, Block 1 and with the south line of said 0.72543 acre tract of land, a distance of 104.48 feet to a point for the northeast corner of said Lot 1, Block 1, said point being the southeast corner of said 0.72543 acre tract of land, said point also being in said North Bonnie Brae Street, from which a PK Nail found (controlling monument) for the northeast corner of said 30 acre tract of land bears North 00 degrees 26 minutes 24 seconds East a distance of 560.66 feet, said PK Nail found being the southeast corner of a 0.1895 acre tract of land conveyed to The City of Denton as recorded in Volume 2580, Page 823 of said Real Property Records of Denton County, Texas; THENCE South 00 degrees 26 minutes 24 seconds West, with the east line of said Lot 1, Block 1 and with said North Bonnie Brae Street, a distance of 149.88 feet to the POINT OF BEGINNING and containing 15,793 square feet or 0.362 acres of land, more or less. 111 of 119 917 Page 3 of 3 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 NOTES: 1. A plat of same date herewith accompanies this legal description. 2. All bearings and coordinates are referenced to the Texas Coordinate System, NAD-83, The North Central Zone 4202, all distances and areas shown are surface. * SURVEYOR'S CERTIFICATE * TO ALL PARTIES INTERESTED IN TITLE TO THE PREMISES SURVEYED, I DO HEREBY STATE THAT THE ABOVE LEGAL DESCRIPTION WAS PREPARED FROM PUBLIC RECORDS AND FROM AN ACTUAL AND ACCURATE SURVEY UPON THE GROUND AND THAT SAME IS TRUE AND CORRECT. June 24, 2020 By: ____________________________________ Lyndon M. Hodgin Registered Professional Land Surveyor Texas No. 4584 Gorrondona & Associates, Inc Texas Firm No. 10106903 112 of 119 918 113 of 119 919 114 of 119 920 115 of 119 921 Page 1 of 2 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 EXHIBIT “A“ BONNIE BRAE PHASE 6 PARCEL N0. 30-TCE-1 OWNER: JOHN LINN SMITH AND DOROTHY ELAINE SMITH, CO-TRUSTEES N. WADE SURVEY, ABSTRACT No. 1407 DENTON COUNTY, TEXAS Being a 0.197 acre tract of land situated in the Nathan Wade Survey, Abstract No. 1407, Denton County, Texas, said 0.197 acre tract of land being a portion of Lot 1, Block 1, John Smith Addition, an addition to the City of Denton, Denton County, Texas, as recorded in Cabinet D, Page 288 of the Plat Records of Denton County, Texas, and being conveyed to John Linn Smith and Dorothy Elaine Smith, Co-Trustees, as recorded in Document Number 2003-190972 of the Real Property Records of Denton County, Texas, said 0.197 acre tract of land being more particularly described by metes and bounds as follows: BEGINNING at a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set at the intersection of the proposed west right-of-way line of North Bonnie Brae Street with the south line of said Lot 1, Block 1, said 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set being in the east line of a 30 acre tract of land (by deed) conveyed to Smith 37, LLC as recorded in Document Number 2013-62128 of said Real Property Records of Denton County, Texas, said point also having a grid coordinate of N=7,139,159.075 and E=2,377,871.371; THENCE North 89 degrees 36 minutes 51 seconds West, with the south line of said Lot 1, Block A and with the east line of said 30 acre tract of land, a distance of 10.80 feet to a point for corner; THENCE North 01 degrees 19 minutes 03 seconds West, a distance of 88.04 feet to a point for corner; THENCE North 89 degrees 08 minutes 11 seconds West, a distance of 67.76 feet to a point for corner; THENCE North 85 degrees 08 minutes 51 seconds West, a distance of 42.94 feet to a point for corner; THENCE North 04 degrees 51 minutes 09 seconds East, a distance of 58.51 feet to a point for corner in the north line of said Lot 1, Block 1, said point being in the south line of said 30 acre tract of land; THENCE South 89 degrees 36 minutes 51 seconds East, with the north line of said Lot 1, Block 1 and the south line of said 30 acre tract of land, a distance of 120.90 feet to a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set in the proposed west right-of-way line of said North Bonnie Brae Street; THENCE South 03 degrees 56 minutes 30 seconds West, with the proposed west right-of-way line of said North Bonnie Brae Street, a distance of 9.03 feet to a 5/8 inch iron rod with cap stamped “Gorrondona & Associates” set for corner; 116 of 119 922 Page 2 of 2 GORRONDONA & ASSOCIATES, INC 1341 WEST MOCKINGBIRD LANE, SUITE 620W DALLAS, TEXAS 75247 214-712-0600 FAX 214-712-0604 THENCE South 00 degrees 44 minutes 39 seconds West, with the proposed west right-of-way line of said North Bonnie Brae Street, a distance of 140.87 feet to the POINT OF BEGINNING and containing 8,565 square feet or 0.197 acres of land, more or less. NOTES: 1. A plat of same date herewith accompanies this legal description. 2. All bearings and coordinates are referenced to the Texas Coordinate System, NAD-83, The North Central Zone 4202, all distances and areas shown are surface. * SURVEYOR'S CERTIFICATE * TO ALL PARTIES INTERESTED IN TITLE TO THE PREMISES SURVEYED, I DO HEREBY STATE THAT THE ABOVE LEGAL DESCRIPTION WAS PREPARED FROM PUBLIC RECORDS AND FROM AN ACTUAL AND ACCURATE SURVEY UPON THE GROUND AND THAT SAME IS TRUE AND CORRECT. September 23, 2020 MEN By: ____________________________________ Lyndon M. Hodgin Registered Professional Land Surveyor Texas No. 4584 Gorrondona & Associates, Inc Texas Firm No. 10106903 117 of 119 923 118 of 119 924 119 of 119 925