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HomeMy WebLinkAbout2020-12-07 Agenda and BackupCity Council City of Denton Meeting Agenda City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Council Work Session Room2:00 PMMonday, December 7, 2020 Special Called WORK SESSION BEGINS AT 2:00 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 WORK SESSION IN THE COUNCIL WORK SESSION ROOM Note: Mayor Chris Watts and Council Members Birdia Johnson, 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 December 7, 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 Friday, December 4, the agenda was posted online at www.cityofdenton.com/publicmeetings. Once the agenda is posted, a link to the Virtual White Card, an online form, will be made available under the main heading on the webpage. Within this form, citizens may indicate support or opposition and submit a brief comment about a specific agenda item. Comments may be submitted up until the start of the meeting, at which time, the Virtual White Card form will be closed. Similar to when a citizen submits a white card to indicate their position on the item, these comment forms will be sent directly to City Council members and recorded by the City Secretary. City Council Members review comments received in advance of the meeting and take that public input into consideration prior to voting on an agenda item. The Mayor will announce the number of Comment Cards submitted in support or opposition to an item during the public comment period. Comments will not be read during the meeting. The City Secretary will reflect the number of comments submitted in favor/opposition to an item, the registrant’s name, address, and (summary of) comments within the Minutes of the Meeting, as applicable. OR Page 1 Printed on 2/22/2021 1 December 7, 2020City Council Meeting Agenda • By phone – Citizens wishing to speak over the phone during this Council meeting, may call (940) 349-7800 beginning 30 minutes prior to the meeting start time. Comments by phone will be accepted until the item is opened for discussion by the Council. When the call is initially received, a staff member will receive the caller’s information and either: 1) offer to call the citizen back when it is time for them to speak, or 2) record the caller’s information, support or opposition, and comment. If the caller chooses to record their support or opposition, rather than speaking during the meeting, the Mayor will announce the number of comments submitted in support or opposition to the item. If the caller wishes to receive a call back, the voice of each caller will be broadcast into the meeting during the public commenting time of their desired agenda item. Individuals will be able to comment once per agenda item, no matter the method. • At regular meetings only, citizens can speak on any topic that is not on the agenda (Open Microphone). Alert the call taker if you wish to speak under the Open Microphone category. If you would like to give a public report, see the information below. After determining that a quorum is present, the City Council of the City of Denton, Texas will convene in a Work Session on Monday, December 7, 2020, at 2:00 p.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas at which the following items will be considered: WORK SESSION 1. Citizen Comments on Consent Agenda Items This section of the agenda allows citizens to speak on 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 audit follow-up of the Utility Street Cuts Audit. ID 20-2301A. Receive a report, hold a discussion, and give staff direction regarding a Wildflower Planting Program for the City of Denton open spaces and right-of-ways. ID 20-2321B. Note: 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. Page 2 Printed on 2/22/2021 2 December 7, 2020City Council Meeting Agenda Following the completion of the Work Session, the City Council will convene in a Special Called Meeting to consider the following items: 1. CONSENT AGENDA Each of these items is recommended by Staff and approval thereof will be strictly on the basis of the Staff recommendations. Approval of the Consent Agenda authorizes the City Manager or his designee to implement each item in accordance with the Staff recommendations. The City Council has received background information and has had an opportunity to raise questions regarding these items prior to consideration. Listed below are bids, purchase orders, contracts, and other items to be approved under the Consent Agenda (Agenda Items A – I). This listing is provided on the Consent Agenda to allow Council Members to discuss or withdraw an item prior to approval of the Consent Agenda. If no items are pulled, the Consent Agenda Items will be approved with one motion. If items are pulled for separate discussion, they may be considered as the first items following approval of the Consent Agenda. Consider adoption of an ordinance of the City of Denton approving the Consent to Collateral Assignment of Lease for the collateral assignment by Samsev, LLC to Guaranty Bank & Trust, N.A., of the Airport Lease Agreement covering property at 4665 Spartan Drive; authorizing the City Manager, or his designee, to execute the Consent to Collateral Assignment of Lease; and providing for an effective date. Council Airport Committee recommends approval (2-0). ID 20-2102A. Consider adoption of an ordinance of the City of Denton, Texas, authorizing the City Manager, or his designee, to execute a Memorandum of Understanding with the United States Department of Homeland Security, Immigration and Customs Homeland Security Investigations for the participation of the Denton Police Department in the Homeland Security Investigations Child Exploitation Group for Fiscal Year 2020 and Fiscal 2021; for the Investigating Crimes Against Children Including Internet Crimes; and providing an effective date. ID 20-2258B. Consider adoption of an ordinance of the City of Denton, Texas, authorizing the City Manager, or his designee, to execute a Memorandum of Understanding with Immigration and Customs Enforcement Homeland Security Investigations (HSI), for the purpose of the reimbursement of certain costs incurred by the Denton Police Department in providing resources to the HSI Child Exploitation Group (Task Force) for the Investigating of Crimes Against Children including Internet Crimes for Fiscal Year 2020 and Fiscal 2021; and providing an effective date. ID 20-2259C. Consider adoption of an ordinance of the City of Denton, authorizing the City Manager, or his designee, to execute an agreement with the United States Department of Justice, Drug Enforcement Administration (DEA) for the participation of the Denton Police Department in the Dallas Field Division Enforcement Group 1 (Dallas) task force for Fiscal Year 2021; for the purpose of curtailing illicit drug trafficking and conducting investigations to immobilize drug trafficking violators; and providing an effective date. ID 20-2269D. Consider adoption of an ordinance of the City of Denton authorizing the City Manager, or his designee, to execute a Memorandum of Understanding with the United States ID 20-2270E. Page 3 Printed on 2/22/2021 3 December 7, 2020City Council Meeting Agenda Department of Justice, DOJ, for participation in the Federal Equitable Sharing Program for Fiscal Year 2021; and providing an effective date. Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract through the Department of Information Resources (DIR) Cooperative Purchasing Network Contract Number DIR-TSO-3890 for technology-based conferencing products and services, and DIR-TSO-3922 for law enforcement products, and DIR-TSO-4247 for data storage, data communication products, and networking equipment for building maintenance and repair supplies; providing for the expenditure of funds therefor; and providing an effective date (File 7363 - awarded to Anixter, Inc., in the five (5) year not-to-exceed amount of $200,000.00). ID 20-2389F. 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 Professional Services Agreement with Clasp Companies, LLC dba Valley Quest Design, for consulting services and to develop a master plan and design for the Villages of Carmel Property for City of Denton as set forth in the contract; providing for the expenditure of funds therefor; and providing an effective date (RFQ 7410 - Professional Services Agreement for Consulting Services awarded to Clasp Companies, LLC dba Valley Quest Design, in the not-to-exceed amount of $85,900). ID 20-2390G. 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 Professional Services Agreement with Halff Associates, Inc., for consulting services and to complete the Parks, Recreation, and Trails System Master Plan for the City of Denton as set forth in the contract; providing for the expenditure of funds therefor; and providing an effective date (RFQ 7418 - Professional Services Agreement for Consulting Services awarded to Halff Associates, Inc., in the not-to-exceed amount of $186,651). ID 20-2391H. Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager, or his designee, to execute an Interlocal Cooperative Purchasing Agreement with the City of Celina, under the Texas Government Code, Section 791.001, to authorize City of Denton contracts for the purchase of various goods and services; authorizing the expenditure of funds therefor; and declaring an effective date (File 7531 - award an Interlocal Cooperative Purchasing Agreement with the City of Celina). ID 20-2392I. 2. ITEMS FOR INDIVIDUAL CONSIDERATION Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute an agreement with Dina L. Fisher for art design and production services for the Public Art sculpture installation to be located at Industrial Street Park, 108 Industrial Street; providing for the expenditure of funds therefor; and providing an effective date (RFQ 7265-001 - awarded to Dina L. Fisher, in the not-to exceed amount of $80,000). ID 20-2383A. Consider adoption of an ordinance of the City Of Denton, a Texas home-rule municipal ID 20-2384B. Page 4 Printed on 2/22/2021 4 December 7, 2020City Council Meeting Agenda corporation, authorizing the City Manager to execute an agreement with Ray King Studio, Ltd., for art design and production services for the public art sculpture installation to be located in North Lakes Park at the G. Roland Vela Athletic Complex located at 3801 N. Elm Street; providing for the expenditure of funds therefor; and providing an effective date (RFQ 7265-002 - awarded to Ray King Studio, Ltd., in the not-to-exceed amount of $95,000). 3. CONCLUDING ITEMS A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City Council or the public with specific factual information or recitation of policy, or accept a proposal to place the matter on the agenda for an upcoming meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide reports about items of community interest regarding which no action will be taken, to include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; or an announcement involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. B. Possible Continuation of Closed Meeting topics, above posted. C E R T I F I C A T E I certify that the above notice of meeting was posted on the bulletin board at the City Hall of the City of Denton, Texas, on the 4th day of December, 2020 at 12:45 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 5 Printed on 2/22/2021 5 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-2301,Version:1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction regarding an audit follow-up of the Utility Street Cuts Audit. City of Denton Printed on 12/3/2020Page 1 of 1 powered by Legistar™6 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Internal Audit CITY AUDITOR: Madison Rorschach DATE: December 7, 2020 SUBJECT Receive a report, hold a discussion, and give staff direction regarding an audit follow-up of the Utility Street Cuts Audit. BACKGROUND Valued around $360 million at the end of fiscal year 2018-19, Denton’s roadway network is one of its largest and most expensive assets. The Utility Street Cuts Audit issued in August 2019 was intended to provide assurance on the City’s’ ability to properly safeguard the integrity of streets’ by evaluating the effectiveness of utility street cut controls. This follow-up review is intended to provide a progress update on recommendations from the Utility Street Cuts Audit. RECOMMENDATION Staff recommends approval of the Follow-Up Review of the Utility Street Cuts Audit (August 2019). PRIOR ACTION/REVIEW (Council, Boards, Commissions) On June 18, 2019 the Audit/Finance Committee received a report on the Utility Street Cuts Audit and recommended moving this item forward for the City Council’s consideration. On August 13, 2019 the Utility Street Cuts Audit was presented to the City Council. This follow-up review was approved as part of the fiscal year 2020-21 Audit Plan adopted on October 6, 2020. EXHIBITS 1. Agenda Information Sheet 2. Audit Response Cover Letter 3. Follow-Up Review of the Utility Street Cuts Audit (August 2019) 4. Presentation Respectfully submitted: Madison Rorschach, 940-349-7228 City Auditor City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 7 Audit Response Cover Letter Utility Street Cuts Audit Follow-Up OUR CORE VALUES Integrity  Fiscal Responsibility  Transparency  Outstanding Customer Service ADA/EOE/ADEA www.cityofdenton.com TDD (800) 735-2989 December 7, 2020 Internal Audit Department Acknowledgement The Internal Audit Department has completed a follow-up review of the Utility Street Cuts Audit issued in August 2019. We conducted this performance audit in accordance with generally accepted government auditing standards. Those standards require that we plan and perform the audit to obtain sufficient, appropriate evidence to provide a reasonable basis for our findings and conclusions based on our audit objectives. We believe that the evidence obtained provides a reasonable basis for our findings and conclusions based on our audit objectives. City Attorney’s Office Acknowledgement The City Attorney’s Office was not engaged in this audit as no legal opinions were requested. Public Works Department Acknowledgement We have reviewed the Auditor’s report and concur or partially concur with all findings in the follow-up report. Many of the issues identified have been addressed or are in the process of being addressed either through direct adherence to Internal Audit’s recommendations or through alternate solutions. Significant improvement has been made over the past several months to improve internal coordination and staff is committed to further improving coordination efforts and processes over the next year. Water and Wastewater Utilities Acknowledgement The Water and Wastewater Utilities department has reviewed the Auditor’s report and generally concur with most of the report findings. Majority of the recommendations in the first Internal Audit have either been implemented or are in the process of being implemented. While, several new processes that focus on improving the inter-departmental coordination and the overall quality of work have been implemented, there are some improvements currently underway which will be implemented in the next 12 months. City Manager’s Office/Review Team Acknowledgement The City Manager’s Office, Review Team, Public Works, and Water Utilities Department have had an opportunity to provide input, respond to and review the Utility Street Cuts Follow-up Audit prior to the findings being shared with the City Council. As is noted in the Management Response Matrix, staff concurs with the findings from the Internal Audit’s assessment. Staff will be completing process improvements to address the findings from this audit with the remaining items scheduled to be addressed within the next year. 8 AUDIT OF UTILITY STREET CUTS Follow-Up Report ABSTRACT While some changes have been made to the structure of the right-of-way permitting process, additional construction standards and permitting system updates would improve inspection effectiveness. Finally, internal street cut restoration practices have improved; City standards are expected to be adjusted to reflect current practices. Internal Audit Department City Auditor Madison Rorschach, CIA, CGAP Audit Staff Neeraj Sama, MBA 9 The City of Denton Internal Audit Report December 2020 Audit of Follow-Up of Utility Street Cuts (August 2019) Page2 Table of Contents Follow-Up at a Glance .......................................................................................................................... 3 Introduction ......................................................................................................................................... 4 Management Responsibility ..................................................................................................................... 4 Audit Objectives, Scope, and Methodology .............................................................................................. 4 Recommendation Status Update ......................................................................................................... 5 Current City Standards do not Address all Aspects of Street Cut Restoration Quality ............................. 5 Dual Responsibility Complicates Quality Assurance ................................................................................. 6 Public Works Inspections Division Workload Hinders Effectiveness ........................................................ 8 Water Utilities Occasionally Makes Cuts on Streets Under a Moratorium .............................................. 9 Restoration Plans are not Always Necessary .......................................................................................... 10 Right of Way Permit Fee Structure is Ineffective .................................................................................... 10 Inspection Documentation Improvements Will Increase Effectiveness ................................................. 11 10 The City of Denton Internal Audit Report December 2020 Audit of Follow-Up of Utility Street Cuts (August 2019) Audit report translations may be requested by emailing InternalAudit@CityofDenton.com. Page3 Follow-Up at a Glance Why we did this Follow-Up: This report is intended to provide information on what changes have been made in response to the Utility Street Cuts Audit issued in August 2019. The original audit evaluated the effectiveness of utility street cut controls to provide assurance that the City was properly safeguarding the integrity of $360 million in roadway assets. This follow-up is included on the City’s Fiscal Year 2020-21 Audit Plan as approved by the City Council. What we Found: A newly adopted Right-of-Way Construction Management Ordinance has provided some needed changes to the right-of-way permit management process; however, additional construction standards updates must still be formalized before implementation. Plans to implement an automated permit management solution should enhance inspection efficiency. Finally, internal street cut restoration practices have improved; City standards are expected to be adjusted to reflect current practices. The status of each recommendation is summarized below: Recommendation Mgmt. Response Status 1. Modify the City’s Standard Details to require patch joint sealing. Concur In Progress 2. Develop patch ride quality testing criteria. Concur In Progress 3. Perform follow-up inspections on street patches during the guarantee period. Concur In Progress 4. Require all restoration contractors to comply with City standards. Partially Concur In Progress 5. Conduct a Forms inspection on all street restorations, including those performed by City utilities. Concur Alternative Solution 6. Define what constitutes an emergency utility cut. Concur Implemented 7. Notify the Streets Division when utility cuts of moratorium streets are made. Concur In Progress 8. Alter Division policy to only require restoration plans when deviations from City standards are requested. Concur Implemented 9. Adjust the ROW permit fee structure to hinge on length of time a permit will be open. Concur Implemented 10. Reevaluate the cost of ROW permit fees periodically. Concur In Progress 11. Request the City Council modify the ROW ordinance to include specific recourse for non-compliance. Concur Implemented 12. Issue ROW permits and document inspections in an automated permit management solution. Concur Not Implemented 13. Develop and implement standardized inspection documentation to test for critical restoration criteria. Concur In Progress 11 The City of Denton Internal Audit Report December 2020 Audit of Follow-Up of Utility Street Cuts (August 2019) Page4 Introduction The Internal Audit Department is responsible for providing: (a) an independent appraisal1 of City operations to ensure policies and procedures are in place and complied with, inclusive of purchasing and contracting; (b) information that is accurate and reliable; (c) assurance that assets are properly recorded and safeguarded; (d) assurance that risks are identified and minimized; and (e) assurance that resources are used economically and efficiently and that the City’s objectives are being achieved. The Internal Audit Department has completed a follow-up review of the Utility Street Cuts Audit issued in August 2019. We conducted this performance audit in accordance with generally accepted government auditing standards. Those standards require that we plan and perform the audit to obtain sufficient, appropriate evidence to provide a reasonable basis for our findings and conclusions based on our audit objectives. We believe that the evidence obtained provides a reasonable basis for our findings and conclusions based on our audit objectives. Management Responsibility City management is responsible for ensuring that resources are managed properly and used in compliance with laws and regulations; programs are achieving their objectives; and services are being provided efficiently, effectively, and economically. Audit Objectives, Scope, and Methodology This report is intended to provide a progress update on recommendations from the Utility Street Cuts Audit (August 2019), which evaluated the effectiveness of utility street cut controls to provide assurance that the City was properly safeguarding the integrity of $360 million in roadway assets. Audit fieldwork was conducted during November 2020. The scope of review varied depending on the procedure being performed. The following list summarizes the major procedures performed: • Reviewed documentation from the issued audit to develop criteria including industry standards, best practices, policies, and procedures; • Examined inspection and work order documentation for a randomly selected statistical sample2 of 76 right-of-way permits issued and closed during fiscal year 2019-20 that involved asphalt and concrete surfaces; • Reviewed the revised Right-of-Way Construction Management ordinance adopted in November 2019 and the draft Standard Construction Specifications; and • Interviewed City staff from the Public Works Inspections Division, Streets Division, and Water Utilities Department. 1 The City of Denton Internal Auditor’s Office is considered structurally independent as defined by generally accepted government auditing standard 3.56. 2 This sample provides with 95% confidence that the true population is ±10% of the sample estimate. 12 The City of Denton Internal Audit Report December 2020 Audit of Follow-Up of Utility Street Cuts (August 2019) Page5 Recommendation Status Update This report summarizes the Audit of Utility Street Cuts’ recommendations, management responses, and the Internal Audit Department’s follow-up findings, which describe to what extent City management has implemented Internal Audit’s recommendations since the publication of the original report (August 2019). For reference, utilities must occasionally cut into streets to perform work on utility lines that run underneath the City’s roadway network. Figure 1 illustrates a cross-section of a road that has been cut and restored to perform such work. Figure 1: Utility Street Cut Illustration In order to cut into a street to make a repair, the City requires a utility to acquire a right-of-way3 permit issued by the Public Works Inspections Division. Under this permit, Public Works Inspections may perform several types of inspections at the construction site while the permit is active. These include: ➢ Safety Inspections are performed while the permit is active to ensure that traffic control devices and safety equipment are being used appropriately to protect construction workers and residents in the right-of-way; ➢ Forms Inspections are performed before the patch pavement is placed to ensure that trench form and backfill compaction align with the City’s standards as set by the Engineering Department; and ➢ Final Inspections are performed after the patch pavement is placed to ensure the right-of-way has been returned to a condition as good or better than before the work was conducted. Current City Standards do not Address all Aspects of Street Cut Restoration Quality 1. Engineering Services needs to modify the City’s standard details to require pavement patch joint sealing. Management Response: Concur Capital Projects Comments: Staff is currently implementing this recommendation in the new City of Denton Construction Specifications to be completed by the end of [2019]. Audit Follow-Up Finding: In Progress Since the publication of the original audit, the City has not adopted new Standard Construction Specifications; however, City staff has drafted new Standard Construction Specifications. These new 3 The right-of-way is the legal right, established by usage or grant, to pass along a specific route through grounds or property belonging to another; particularly in this report, the right-of-way typically means the use of a roadway owned by the City of Denton. 13 The City of Denton Internal Audit Report December 2020 Audit of Follow-Up of Utility Street Cuts (August 2019) Page6 Specifications require joint sealing for both concrete and asphalt utility trench repairs and are expected to be finalized before the end of calendar year 2020. Furthermore, during fiscal year 2019-20, about 88 percent of a statistical sample of street cut patches had sealed joints. This is a significant improvement from the previous audit and appears to be primarily driven by the Streets Division’s decision to begin sealing asphalt patch joints. Formally requiring patch joints to be sealed will provide clear direction and further assurance that streets will last for their entire useful lives. 2. Engineering Services needs to develop criteria to determine when patch ride quality should be tested. Management Response: Concur Capital Projects Comments: Staff will adopt later this summer [2019] a standard procedure for determining the level of ride quality required when assessing a patch. Staff will review other agencies and city’s requirements as a reference for the City of Denton’s standard procedure. Audit Follow-Up Finding: In Progress The City’s Standard Construction Specifications require utility cut patches to meet certain ride quality standards; however, Public Works Inspections staff was not verifying that patches met ride quality standards during the original audit period. Based on discussions with City staff, a procedure to begin testing ride quality has not been formally adopted or implemented; however, a standard operating procedure has been developed. That being said, Public Works Inspections Management has finalized a method to test ride quality in the field with a ten-foot straight edge. Once necessary equipment is received, they plan to begin testing a sample of all patches each month. Dual Responsibility Complicates Quality Assurance 3. Public Works Inspections needs to develop a standard procedure to perform follow-up inspections on street cut restorations during the guarantee period. Management Response: Concur Capital Projects Comments: Staff will establish a standard procedure and schedule for follow up inspection on street patches during the guarantee period. This procedure will be established by the end of June 2019. Audit Follow-Up Finding: In Progress The adoption of a new Right-of-Way Construction Management ordinance in November 2019 extended the right-or-way permit warranty period from one year to two years. This ordinance also requires utilities to begin repair work within ten days of the City’s request. Extending this warranty period gives Public Works Inspections staff additional time to perform follow-up inspections and increases the likelihood that a poorly placed patch will be identified before the warranty period is over. Staff has begun scheduling follow-up inspections for work completed under the new Right-of-Way Construction Management ordinance; however, no warranty inspections have been conducted to date. In the future, staff plans to schedule warranty inspections in a new permit management software; this software implementation is expected to be complete in calendar year 2021. 14 The City of Denton Internal Audit Report December 2020 Audit of Follow-Up of Utility Street Cuts (August 2019) Page7 4. Water Utilities needs to require their restoration contractors to comply with the City’s standards for all right of way permits. Management Response: Partially Concur Water Utilities Comments: The Utility has begun requiring adherence to City standards on non- emergency work. Staff is working with engineering and inspections to determine if alternative standards are acceptable. If so, these will be noted in later revisions of the standard details. Audit Follow-Up Finding: In Progress During the original audit, the City’s standard construction details required utilities to backfill the top of their utility trenches with a concrete “flowable” backfill. The original audit found that the City’s Water Utilities were not using this required backfill material and instead would often use the material that had been excavated or a crushed aggregate material known as “flexbase” as shown in Picture 1. These Standard Details have not been updated since the publication of the original audit. Based on review of the inspection documentation of 56 utility street cut patches, only two appeared to be backfilled with the required flowable material. Table 1 details the results of this review. As illustrated by the table, most street cuts are made by the City’s Water and Wastewater utilities, who appear to be consistently using flexbase instead of the required flowable backfill material. Table 1: Street Cut Backfill Sample Results Atmos Water Wastewater Flowable Fill 2 0 0 Flexbase 1 20 19 Could Not Determine 0 10 4 As reported in the original audit, flexbase is generally used when constructing large sections of roadway and is not necessarily an inappropriate backfill material for utility street cut trenches. While this practice does not comply with the City’s standards, it is an improvement from the previous practice of backfilling with excavated material. In addition, Water Utilities has recently acquired compaction equipment that allows their crews to compact the flexbase appropriately and developed standard operating procedures that require their crews to conform with the City’s backfill compaction standards. Proper compaction decreases the risk that a patch will sink and cause a pothole. That being said, requiring external utilities to meet a different standard of quality than internal utilities creates inequity. According to City staff, Public Works Inspections has begun allowing external utilities to use flexbase upon request; however, this practice has not been formalized, meaning some external utilities may not be aware of this option. According to City staff, this will be reflected in the new Construction Specifications, which are set to go into effect on January 1, 2021. Picture 1: City Utility Backfill Material 15 The City of Denton Internal Audit Report December 2020 Audit of Follow-Up of Utility Street Cuts (August 2019) Page8 Public Works Inspections Division Workload Hinders Effectiveness 5. Public Works Inspections needs to conduct a Forms inspection on all asphalt and concrete street restorations completed as part of a right of way permit, including City utilities. Management Response: Concur Capital Projects Comments: Staff will make this a requirement with the adoption of the City’s right of way ordinance for compliance on both publicly and privately funded projects. Water Utilities Comments: Water/Wastewater staff will work with public works inspections to determine if there are ways in which we can speed up the inspection process. Audit Follow-Up Finding: Alternative Solution The utility street cut process can generally be simplified into four steps as illustrated in Figure 2: Figure 2: Utility Street Cut Process Generally, Public Works Inspections inspectors conduct a Forms inspection between steps four and five of Figure 2 to ensure that the trench form and backfill compaction of each street restoration complies with City standards. During the original audit, most street cuts were made by the City’s Water Utilities, however, Forms inspections were only being performed on external utilities’ street cuts. This increased the chance that utility street cut patches would not be constructed to meet the City’s standard – potentially decreasing the useful life of the affected street. This was particularly an issue as there was evidence that City utilities were not complying with the applicable standards as discussed previously. As of this follow-up, Public Works Inspections has not begun conducting Forms inspections on street cut restorations completed as part of a City right-of-way permit; however, improvements in the Water Utilities’ and Streets Division’s street cut restoration practices have generally mitigated the associated risk. These improved practices provide assurance that patches are restored adequately while making effective use of the City’s resources. These changes include the following: • Water Utilities has stopped using excavated materials to backfill their street cut trenches; • Water Utilities has developed a standard operating procedure that requires their crews to appropriately compact their street cut backfill and has acquired necessary compaction equipment; • The Streets Division has begun taking before and after pictures of their construction projects – including utility cut patching – and uploading them into their work order system; 1. Issue ROW Permit 2. Excavate Portion of a City Street 3. Complete Utility Work 4. Backfill Excavated Area 5. Restore Pavement Surface Completed by Utility Crews Completed by Restoration Contractor Review by Public Works Inspections 16 The City of Denton Internal Audit Report December 2020 Audit of Follow-Up of Utility Street Cuts (August 2019) Page9 • The Streets Division has begun sealing all asphalt patch joints and ensuring new patch pavement extends past the excavated area, decreasing the likelihood that the patch pavement will sink; and • Public Works Inspections has developed a standard operating procedure to review a random sample of internal street patches each month to ensure that they are restored to as good or better condition than before the work took place. In addition, this random selection process should allow Public Works Inspection to verify that the work performed was constructed correctly. Staff plans to implement this random sampling process during fiscal year 2020-21. Water Utilities Occasionally Makes Cuts on Streets Under a Moratorium 6. Water Utilities needs to work with the Streets Division and Public Works Inspections to define what constitutes an emergency utility cut. Management Response: Concur Water Utilities Comments: Staff will establish documented criteria for emergency utility work. Audit Follow-Up Finding: Implemented As of November 2019, the City adopted a new Right-of-Way Construction management ordinance that defined Emergency Activity in the right-of-way as follows: “An activity to respond to any event that may threaten public health or safety . . . Upgrading of Facilities, new service installation and neighborhood improvement projects expressly do not qualify as emergency operations.” 7. Water Utilities needs to notify the Streets Division when utility cuts of moratorium streets are made. Management Response: Concur Water Utilities Comments: The Utility currently notifies the Streets Department when such streets are disturbed and uses the Moratorium Streets Map for planning and decision-making purposes. The Utility will work with the Streets Department to ensure appropriate staff are notified in the future. Audit Follow-Up Finding: In Progress In the City of Denton, streets that have recently been improved are placed under a moratorium by the Streets Division. Per Streets’ practices, “utilities should request authorization to be able to construct in [moratorium] areas.” This is because street cuts – even when restored perfectly – fundamentally reduce the structural integrity of a roadway because they introduce weaknesses into the pavement that can accelerate deterioration. For this reason, non-emergency utility cuts on moratorium streets should be minimized as much as possible. If an emergency arises, utilities may conduct work on moratorium streets without requesting this authorization and before receiving a permit. That being said, the original audit found that Water Utilities occasionally made cuts on moratorium streets that did not appear to be emergencies and without receiving authorization from the Streets Division. Based on review of a statistical sample of 76 right of way permits, only three street cuts were made on moratorium streets. All three appeared to be for emergencies and were restored by the Streets Division. Still, based on discussions with City staff, Water Utilities has not developed a process to 17 The City of Denton Internal Audit Report December 2020 Audit of Follow-Up of Utility Street Cuts (August 2019) Page10 request documented authorization from the Streets Division before making non-emergency utility street cuts on moratorium streets. Restoration Plans are not Always Necessary 8. Public Works Inspections needs to alter Division policy to require restoration plans only when deviations from the City’s standards are requested to reduce administrative burden. Management Response: Concur Capital Projects Comments: This policy will be revised as recommended with the finalization of the City’s standard specifications later [in 2019]. Audit Follow-Up Finding: Implemented In November 2019, the City adopted a new Right-of-Way Construction Management ordinance. This ordinance outlines a specific process for right-of-way users to request a variance to right-of-way construction requirements including submitting detailed plans of the substituted restoration construction. This process eliminated the requirement for utilities to submit a restoration plan when applying for a permit and now only requires it when the Standard Construction Specifications or Details will not be followed. This will reduce any administrative burden associated with submitting a restoration plan that follows the City’s standards while still allowing right-of-way users flexibility. Right of Way Permit Fee Structure is Ineffective 9. Public Works Inspections needs to adjust the right of way permit fee structure to hinge on the length of time a permit will be open. Management Response: Concur Capital Projects Comments: Staff has engaged a consultant to recommend a new permit fee structure as part of an overall assessment of all development fees. Audit Follow-Up Finding: Implemented The newly adopted Right-of-Way Construction Management ordinance restructured the City’s right- of-way permit fees including allowing for a Permit Expiration fee to be charged if the work on a permit is not completed before the permit expires. This should incentivize permit holders to either promptly complete work on their open permits or request a permit extension. 10. Public Works Inspections needs to reevaluate the cost of right of way permit fees periodically. Management Response: Concur Capital Projects Comments: Audit Follow-Up Finding: In Progress While the November 2019 Right-of-Way Construction Management ordinance restructured the right-of-way permitting fees, it did not set a fee schedule. Instead it states that a separate ordinance will set the actual cost of each new fee type. Based on a sample of 76 right-of-way permits closed during fiscal year 2019-20, Public Works Inspections charged a $100 fee for each inspection. This is the same fee structure that was used prior to the original audit issuance. According to City staff, the new right-of-way permitting fee structure is set to be adopted as part of the fiscal year 2020-21 Development Services fee update. Including right-of-way permitting fees as 18 The City of Denton Internal Audit Report December 2020 Audit of Follow-Up of Utility Street Cuts (August 2019) Page11 part of the Development Services fee schedule should ensure that right-of-way permitting fees are periodically reviewed and updated as needed. 11. Public Works Inspections needs to request the City Council modify the right of way ordinance to include specific recourse for non-compliance with the ordinance or the permit requirements. Management Response: Concur Capital Projects Comments: The current draft of the right of way ordinance provides for such recourse. Audit Follow-Up Finding: Implemented The newly adopted Right-of-Way Construction Management ordinance includes specific recourse for noncompliance with the right-of-way ordinance as well as any requirements of an issued permit. This recourse includes monetary penalties of up to $2,000 as well as the ability to deny, suspend, or revoke of a permit. Inspection Documentation Improvements Will Increase Effectiveness 12. Public Works Inspections needs to issue right of way permits and document corresponding inspections in an automated permit management solution. Management Response: Concur Capital Projects Comments: Staff is currently evaluating such a system as part of a request for qualifications. Staff anticipates this system to come online by the end of [2019]. Audit Follow-Up Finding: Not Implemented Public Works Inspections has not begun managing right-of-way permits and their associated inspections in an automated permit management solution. According to City staff, Public Works Inspections plans to begin using the City’s Development Services’ permitting system after it is updated in calendar year 2021. 13. Public Works Inspections needs to develop and implement standardized inspection documentation to test for all critical restoration criteria and allow for future analysis. Management Response: Concur Capital Projects Comments: Staff will develop standardized inspection documentation as recommended. This will be implemented with the City’s new standard construction specifications. Audit Follow-Up Finding: In Progress Public Works Inspections has developed right-of-way permit inspection guidance to aid their right- of-way inspectors when reviewing right-of-way construction sites. This guidance includes inspectable items for each inspection type and defines an inspection pass and fail result. While this guidance has been developed, right-of-way inspection results are documented in a format that allows for easy analysis of restoration performance. 19 Follow-Up Report of Utility Street Cuts Audit (August 2019) Internal Audit Department December 7, 2020 20 •Provides a progress update on audit recommendations. •Audit evaluated the City’s ability to safeguard streets from the effects of utility street cuts. •Review found many process improvements were in progress. Purpose of Utility Street Cuts Follow-Up Legistar ID: 20-2301 2 of 10December 7th, 2020 21 What are Utility Street Cuts? Legistar ID: 20-2301 3 of 10December 7th, 2020 22 Right of Way Permitting Process 1. Issue ROW Permit 2. Excavate Portion of a City Road 2. Complete Utility Work 3. Backfill Excavated Area 4. Restore Pavement Surface Reviews by Public Works Inspections Completed by Utility Crews Completed by Restoration Contractor Construction Standards by Engineering Services Legistar ID: 20-2301 4 of 10December 7th, 2020 23 Updated Right-of-Way Ordinance Improved Permitting Structure •New Right-of-Way Construction Management Ordinance adopted in November 2019 included the following: •Specific recourse for non-compliance with the Ordinance or ROW permit; •Process for requesting deviations from ROW construction standards; and •Fee structure that encouraged permittees to complete work on time; •Fee structure is expected to be implemented during FY20-21. Legistar ID: 20-2301 5 of 10December 7th, 2020 24 •Standard right-of-way inspection guidance has been developed; •Inspection result documentation does not allow for easy analysis. •Automated permit management solution has not been implemented for managing right-of-way permits; •A right-of-way permit software has generally been selected and implementation is expected 2021. Plans to Implement Permit Mgmt. Software should Improve Inspection Efficiency Legistar ID: 20-2301 6 of 10December 7th, 2020 25 Street Cut Restoration Practices are Improving but Still Need Formalization •Patch joints are generally being sealed, but is not formally required; •Ride quality test method selected but implementation will be done after necessary equipment is received; and •Emergency activity defined, but moratorium street cut authorization process needed. Utility Street Cut Illustration Legistar ID: 20-2301 7 of 10December 7th, 2020 26 Alternative Street Cut Restoration Standards Adopted; Warranty Inspections Still Needed •City utilities, in conjunction with Public Works, has implemented alternative restoration standards; •These are expected to be formally adopted for external utilities next week. •Public Works Inspections has begun scheduling warranty inspections but none have been performed yet. City Utility Flexbase Backfill Material Legistar ID: 20-2301 8 of 10December 7th, 2020 External Utility Flowable Backfill Material 27 Follow-Up Report Summary: Many Improvements In Progress Audit Area Recommendations Implemented In Progress Not Implemented ROW Permitting Structure 4 75%25%0% ROW Inspection Efficiency 2 0%50%50% Street Cut Restoration Practices 4 25%75%0% Street Cut Restoration Assurance 3 33%67%0% All:13 38%54%8% Recommendations Not Implemented: 12.Issue ROW permits and document inspections in an automated permit management solution. Legistar ID: 20-2301 9 of 10December 7th, 2020 28 Questions? Internal Audit Department Madison Rorschach, City Auditor Legistar ID: 20-2301 10 of 10December 7th, 2020 29 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-2321,Version:1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction regarding a Wildflower Planting Program for the City of Denton open spaces and right-of-ways. City of Denton Printed on 12/4/2020Page 1 of 1 powered by Legistar™30 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Parks and Recreation DCM: Sara Hensley DATE: December 7, 2020 SUBJECT Receive a report, hold a discussion, and give staff direction regarding a Wildflower Planting Program for the City of Denton open spaces and right-of-ways. BACKGROUND This item is to gather feedback on a Wildflower Planting Program constisting of native plants and native wildflowers open spaces and right-of-ways. Over the past 8 months Parks and Recreation has gathered input regarding the program from various groups which include the Native Plant Soceity, Master Naturalist, Master Gardeners, Denton County Beekeepers Association, City of Denton Sustainability and Environmental Departments, and other cities. Through these meetings Parks and Recreation gathered information on plant species and best practices for the development of the program. A list of potential planting areas is comprised of 237 acres of open space and right-of-ways. Currently, Parks and Recreation maintains these areas, and the full implementation of the program is estimated to save be an estimated $150,000 in annual maintenance costs. The savings will be achieved from a reduction in mowing with the introduction of the wildflower areas. Most of these areas are mowed 20 times per year, and once established with native vegetation, the mowing will be rescheduled to once per year. With this plan, the North Lakes Park wildflower trail and birding areas would be formalized as a wildflower area. Currently, these areas are just recognized and have not been formalized. RECOMMENDATION Provide feedback on the program and its enhancement to Denton’s open space and right-of-ways. ESTIMATED SCHEDULE OF PROJECT This program will be be started in Winter 2020 with a goal of planting the initial 237 acres by the Spring 2022. OPERATIONAL IMPACT An estimated $150,000 of mowing expenses will be diverted to support the program. FISCAL INFORMATION N/A EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Proposed Planting Areas City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 31 Exhibit 3 – Wildflower Planting Program Exhibit 4 – Presentation Respectfully submitted: Drew Huffman, Parks and Recreation Prepared by: Drew Huffman, Assistant Director, Parks and Recreation 32 Property Acreage Mowing Cycles Robinson Rd & Berkley Dr  0.12 20 Mayhill Rd 1 (Denton Medical) 1.63 20 Mayhill Rd 2 (Landfill) 11.31 20 Malone St & Tulane Dr Islands 0.04 20 Oak St Median 0.5 20 Stuart Rd ‐ Long Rd 2.89 20 Fulton's Lot (Service Center) 11.5 7 Mingo Open Space 0.65 20 Redwood Island 0.37 20 Emerson Ln & Woodhaven St 0.14 20 Sherman Dr Medians 0.17 20 Churchhill Dr Islands 0.05 20 N Elm / US 377 8.91 20 Bonnie Brae St / Loop 288 25.9 20 North Point Park 2 4.63 20 Cooper Glenn 5.47 20 Monterey Open Space & Monterey Trail 4.3 20 Elm St_US 377 & Windsor Dr 0.57 20 N Carroll Blvd 0.42 20 Kings Row 4.88 20 Large Loop 288 Medians 1.5 20 Shady Oaks Dr 2.6 20 Colorado Blvd 1.43 20 South Lakes Park 1 10 20 Bent Creek Estates 1.12 20 North Lakes Wildflower trail 65 0 North Lakes Dam area 10.5 2 DEC open area 47 Robertson & Bell 0.13 20 Nette Schultz Park 0.31 20 Carl Young Park 3.35 7 Fred Moore Park 0.5 20 Fire 7  8 0 Vintage Blvd Medians 1.22 20 TOTAL 237.11 Yearly Cost Savings $150,000 LBS of Pollution Reduction 36000 33 Nearest Address/Intersection Robinson Rd/Barrell Strap(2499) Mayhill Rd/Colorado Mayhill Rd ‐ Colorado to US380 1326 Tulane Dr 3000 N I35 DENTON TX 76201 1504 Long Rd, CH Collins Athletic Complex 1000 N RUDDELL ST TX 76209 736 SCHMITZ AVE TX 76209 2104 Redwood Place 1501 EMERSON LN 915 E SHERMAN DR 1304 Churchill Circle 3940 N Elm N Bonnie Brae & Loop 288 1405 W HERCULES LN Creek Trail between Locust and Stuart Creek Trail between Stuart and Sherman Southeast corner of Elm & Windsor Northern Deadend of Carroll/Windsor Kingsrow & Loop 288 Loop 288 & US380 Woodrow Ln to Loop 288 San Jacinto & Colorado Areas of Southlakes Park Mosscreek Dr & Fort Worth Dr North Lakes Park North Lakes Park 8161 JIM CHRISTAL RD Northside of Robertson before the RR bridge South of 2702 BROOKFIELD LN 327 S Wood St 501 S Bradshaw St Vintage Blvd  Vintage Blvd between I‐35W & 377 34 Denton W I L D F L O W E R P L A N T I N G P R O G R A M WWW .CIT YOFDENTON.COM  | NOVEMBER 2 020 35 W I L D F L O W E R P L A N T I N G P R O G R A MMission The CIty of Denton is dedicated to providing habitats for wildlife within the City. The Wildflower Planting Program (WPP) further promotes the City's ability to provide habitats by establishing 224 acres of property along the rights- of-way and in open spaces. These areas will contain wildflowers and other native plants. These habitats will provide many services within the City including the ability to provide shelter, food, and a place for wildlife to raise their young. "The environment is where we all meet, where we all have a mutual interest; it is the one thing all of us share. It is not only a mirror of ourselves, but a focusing lens on what we can become." -Lady Bird Johnson Establishing wildflowers in these areas will also beautify the City by providing gorgeous landscapes that can found all over. The wildflower program will include plants that bloom throughout the year. Other benefits from this program include a reduction in maintenance which will also offset the cost of establishment, reduce greenhouse gas emissions, improve air quality, conserves water, reduce erosion and improves soil health. 36 W I L D F L O W E R P L A N T I N G P R O G R A MGoals Identify and design Key Areas including rights-of-ways and open spaces. 01 Reduce Air Pollution and Greenhouse Gas Emissions. 02 Increase sustainable practices through the usage of adaptive and native plants. 03 Promote public understand through education and outreach. 04 37 W I L D F L O W E R P L A N T I N G P R O G R A MLocation & Cost 38 W I L D F L O W E R P L A N T I N G P R O G R A MLocation & Map 39 Published by the Sustainability Division | 11/2020 | ADA/EOE/ADEA | TDD: (800)735-2989 | www.cityofdenton.com40 WILDFLOWER PLANTING PROGRAM 12/7/2020 Legistar ID 20-2321 Exhibit 4 41 •City of Denton Parks •Sustainability •Environmental Services •Master Naturalists •Master Gardeners •Native Plant Society •Denton County Bee Keepers •DFW Cities Community Partnership and Input 12/7/2020 Legistar ID 20-2321 2 42 Wildflower Planting Program Mission Promote an improved & sustainable environment by replacing vegetation in key public spaces & public property with Native Plants & Native Wildflowers •237 acres of Rights-of-Way and Open Space •$150,000 establishment costs •Funding diverted from mowing program 12/7/2020 Legistar ID 20-2321 3 43 Goal 1: Identify and Design Key Areas •Maintenance will be completed by Park Maintenance internal crews •Rights-of-Ways •Line of sight •Mowed outer strip for enhanced visual •Open Space •Promote habitat •Reduced maintenance 12/7/2020 Legistar ID 20-2321 4 44 Goal 2: Reduce Air Pollution and Greenhouse Gas Emissions •Establish No-Mow wildflower areas •Establish key low-maintenance areas (mowing at key times increase reseeding) •Decrease fuel consumption through maintenance reduction Estimated 36,000 lbs. CO2e per year avoided Reduction in ozone precursors and other air pollutants 12/7/2020 Legistar ID 20-2321 5 45 Goal 3: Sustainable Environment •Reduce soil impacts through conservation and erosion control •Improve soil health •Water conservation •Increase pollinator habitat 12/7/2020 Legistar ID 20-2321 6 46 Goal 4: Promote Public Understanding •Educational signs •Community outreach •Website information 12/7/2020 Legistar ID 20-2321 7 47 Location & Cost •237.11 Acres •$150,000 in Annual Savings •36,000 CO2 lbs. CO2e per year avoided Property Acreage Mowing Cycles Nearest Address/Intersection Robinson Rd & Berkley Dr 0.12 20 Robinson Rd/Barrell Strap(2499) Mayhill Rd 1 (Denton Medical)1.63 20 Mayhill Rd/Colorado Mayhill Rd 2 (Landfill)11.31 20 Mayhill Rd - Colorado to US380 Malone St & Tulane Dr Islands 0.04 20 1326 Tulane Dr Oak St Median 0.5 20 3000 N I35 DENTON TX 76201 Stuart Rd - Long Rd 2.89 20 1504 Long Rd, CH Collins Athletic Complex Fulton's Lot (Service Center)11.5 7 1000 N RUDDELL ST TX 76209 Mingo Open Space 0.65 20 736 SCHMITZ AVE TX 76209 Redwood Island 0.37 20 2104 Redwood Place Emerson Ln & Woodhaven St 0.14 20 1501 EMERSON LN Sherman Dr Medians 0.17 20 915 E SHERMAN DR Churchhill Dr Islands 0.05 20 1304 Churchill Circle N Elm / US 377 8.91 20 3940 N Elm Bonnie Brae St / Loop 288 25.9 20 N Bonnie Brae & Loop 288 North Point Park 2 4.63 20 1405 W HERCULES LN Cooper Glenn 5.47 20 Creek Trail between Locust and Stuart Monterey Open Space & Monterey Trail 4.3 20 Creek Trail between Stuart and Sherman Elm St_US 377 & Windsor Dr 0.57 20 Southeast corner of Elm & Windsor N Carroll Blvd 0.42 20 Northern Deadend of Carroll/Windsor Kings Row 4.88 20 Kingsrow & Loop 288 Large Loop 288 Medians 1.5 20 Loop 288 & US380 Shady Oaks Dr 2.6 20 Woodrow Ln to Loop 288 Colorado Blvd 1.43 20 San Jacinto & Colorado South Lakes Park 1 10 20 Areas of Southlakes Park Bent Creek Estates 1.12 20 Mosscreek Dr & Fort Worth Dr North Lakes Wildflower trail 65 0 North Lakes Park North Lakes Dam area 10.5 2 North Lakes Park DEC open area 47 8161 JIM CHRISTAL RD Robertson & Bell 0.13 20 Northside of Robertson before the RR bridge Nette Schultz Park 0.31 20 South of 2702 BROOKFIELD LN Carl Young Park 3.35 7 327 S Wood St Fred Moore Park 0.5 20 501 S Bradshaw St Fire 7 8 0 Vintage Blvd Vintage Blvd Medians 1.22 20 Vintage Blvd between I-35W & 377 12/7/2020 Legistar ID 20-2321 8 48 Wildflower and Prairie Location Map 12/7/2020 Legistar ID 20-2321 9 49 Sustainability Framework •Air Quality and Greenhouse Gas Management •Land Use •Resiliency and Public Health SIMPLY SUSTAINABLE •A Framework for Denton’s Future 12/7/2020 Legistar ID 20-2321 10 50 Questions/Comments? 12/7/2020 Legistar ID 20-2321 11 51 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-2102,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton approving the Consent to Collateral Assignment of Lease for the collateral assignment by Samsev,LLC to Guaranty Bank &Trust,N.A.,of the Airport Lease Agreement covering property at 4665 Spartan Drive;authorizing the City Manager,or his designee,to execute the Consent to Collateral Assignment of Lease;and providing for an effective date.Council Airport Committee recommends approval (2-0). City of Denton Printed on 12/3/2020Page 1 of 1 powered by Legistar™52 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Airport DCM: Sara Hensley DATE: December 7, 2020 SUBJECT Consider adoption of an ordinance of the City of Denton approving the Consent to Collateral Assignment of Lease for the collateral assignment by Samsev, LLC to Guaranty Bank & Trust, N.A., of the Airport Lease Agreement covering property at 4665 Spartan Drive; authorizing the City Manager, or his designee, to execute the Consent to Collateral Assignment of Lease; and providing for an effective date. Council Airport Committee recommends approval (2-0). BACKGROUND The City of Denton has received a request from Samsev, LLC, the lessee of certain property at the Denton Enterprise Airport, to execute a Collateral Assignment of Lease to secure financing provided by Guaranty Bank & Trust, N.A., in connection with certain improvements located on the leased property. This document has been reviewed and approved as to form by the City Attorney’s Office and attached to the proposed ordinance (Exhibit 2). STAFF RECOMMENDATION Airport Staff recommends approval of the Ordinance (Exhibit 2). PRIOR ACTION/REVIEW (Council, Boards, Commissions) • Council approved the lease agreement on March 27, 2001, Ordinance 2001-134. • Council approved the first amendment on February 17, 2009, Ordinance 2009-043. • Council approved the lease assignment to Samsev, LLC on November 10, 2020, Ordinance 20- 2101. EXHIBITS 1. Agenda Information Sheet 2. Ordinance 3. LLC Information Respectfully submitted: Scott T. Gray, C.M., C.A.E. Director – Airport, Capital Planning, Facilities City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 53 s:\legal\our documents\ordinances\20\ordinance - airport - consent to collateral assignment samsev to guaranty bank trust- 11-30-2020.doc 1 ORDINANCE NO. _______________________ AN ORDINANCE OF THE CITY OF DENTON APPROVING THE CONSENT TO COLLATERAL ASSIGNMENT OF LEASE FOR THE COLLATERAL ASSIGNMENT BY SAMSEV, LLC TO GUARANTY BANK & TRUST, N.A., OF THE AIRPORT LEASE AGREEMENT COVERING PROPERTY AT 4665 SPARTAN DRIVE; AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE THE CONSENT TO COLLATERAL ASSIGNMENT OF LEASE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on March 27, 2001, the City of Denton, a Texas home-rule municipal corporation (hereinafter the “City”), entered into that certain Airport Lease Agreement – Commercial Operator (the “Lease”) with Mr. Jack Faas (“Faas”) covering property located at 4665 Spartan Drive, Denton, Texas, as more fully described in the Lease (the “Property”), at the Denton Enterprise Airport, which Lease was approved by the City pursuant to Ordinance No. 2001-134; and WHEREAS, on February 17, 2009, Faas assigned his interest in the Lease to Planes of History, Inc. (“PoH”) and the Lease was amended (the term “Lease” herein includes the amended Lease), which assignment and amendment were approved by the City pursuant to Ordinance No. 2009-043; and WHEREAS, on November 10, 2020, PoH assigned its interest in the Lease to Samsev, LLC (“Assignor”), which assignment was approved by the City pursuant to Ordinance No. 20- 2101; and WHEREAS, Assignor has agreed to collaterally assign its interest in the Lease to Guaranty Bank & Trust, N.A., as evidenced by that certain Leasehold Deed of Trust signed by Assignor on November 20, 2020; and WHEREAS, the Lease requires the written consent of the City for the proposed assignment to be effective, and Assignor has requested the City give such consent; and WHEREAS, at the November 30, 2020 meeting of the Council Airport Committee, the Committee recommended that the City approve the Consent to Collateral Assignment of Lease for the Property by a vote of 2 to 0; and WHEREAS, the City Council deems it in the public interest to enter into a Consent to Collateral Assignment of Lease giving consent to the collateral assignment contemplated above; 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. 54 SECTION 2. The Consent to Collateral Assignment of Lease for the Property in the form attached hereto as Exhibit A, is hereby approved and made a part of this Ordinance for all purposes (the “Consent to Collateral Assignment of Lease”). SECTION 3. The City Manager, or his designee, is hereby authorized to execute the Consent to Collateral Assignment of Lease. 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 [___ - ___]: Aye Nay Abstain Absent Chris Watts, Mayor: ______ ______ ______ ______ Birdia Johnson, District 1: ______ ______ ______ ______ Keely Briggs, District 2: ______ ______ ______ ______ Jesse Davis, District 3: ______ ______ ______ ______ John Ryan, District 4: ______ ______ ______ ______ Deb Armintor, At Large Place 5: ______ ______ ______ ______ Paul Meltzer, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the ________ day of _________, 2020. _________________________________ CHRIS WATTS, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: _____________________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: ______________________________________ Kendra Kennedy 55 Page 1 CONSENT TO COLLATERAL ASSIGNMENT OF LEASE This Consent to Collateral Assignment of Lease (“Consent”) is made by and among the City of Denton, a Texas home-rule municipal corporation (“City”), Samsev, LLC, a Texas limited liability company (“Assignor”) and Guaranty Bank & Trust, N.A., a Texas state banking association (“Assignee”). WHEREAS, the City is the landlord under that certain Airport Lease Agreement – Commercial Operator between Lessor and Jack Faas, dated March 27, 2001, as subsequently assigned by Jack Faas to Planes of History, Inc. and amended, and thereafter assigned by Planes of History, Inc. to Assignor, (the “Lease”); and WHEREAS, the Lease covers approximately 0.413 acres of land, along with certain leasehold improvements, located at 4665 Spartan Drive, at the Denton Enterprise Airport, Denton, Texas, and being more particularly described in the Lease, attached hereto as Attachment 1 and Attachment 2 and incorporated herein for all purposes, (the “Leasehold Estate”); and WHEREAS, Assignee has provided or will provide financing for Assignor in connection with the Leasehold Estate; and WHEREAS, for the purpose of securing and enforcing the payment obligations of Assignor to Assignee, Assignor now wishes to collaterally assign the Lease to the Assignee through the Leasehold Deed of Trust attached hereto as Attachment 3; and WHEREAS, Section XI of the Lease provides that the Lease may not be assigned without the written consent of the City, and Assignor has requested the City’s consent; NOW THEREFORE, in consideration of the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City hereby consents to Assignor’s collateral assignment of the Leasehold Estate to Assignee, through the Leasehold Deed of Trust (the “Collateral Assignment”) under the following terms and conditions: 1. On or before the execution of this Consent, Assignor shall pay to the City a transfer fee of One Thousand Dollars ($1,000.00) in connection with the City providing its consent to the Collateral Assignment of the Leasehold Estate. 2. Assignee certifies that it has reviewed the Lease and accepts the provisions applicable to the Assignee, including but not limited to Sections VIII, IX and XI. 3. Assignee shall give the City copies of any written notice which Assignee gives to Assignor of any default by Assignor under any financing agreement, promissory note, or the Collateral Assignment at the same time it gives notice to the Assignor. Any such notice shall be delivered as follows:       Exhibit A 56 Page 2 City Manager City of Denton 215 E. McKinney Denton, Texas 76201 with copies to: Airport Manager Denton Enterprise Airport 5000 Airport Road Denton, Texas 76207 City Attorney City of Denton 215 E. McKinney Denton, Texas 76201 4. The City agrees to provide Assignee a contemporaneous copy of all written notices of default or breach provided to Assignor under the Lease. Wherein a notice of default or breach has been provided by the City to Assignor and Assignee, Assignee shall be entitled, at its option, to cure such default or breach, and the City shall accept such cure from Assignee. If the default or breach is not cured as provided under the Lease, the City shall have the remedies available to it as set out therein, at law or in equity. Any notice to be delivered from City to Assignee shall be delivered to the following: Guaranty Bank & Trust, N.A. Attn: Jeremy Fykes, President – Denton 1200 West University Drive, Suite 100Denton, Texas 76201 JFykes@gnty.com 5. Should Assignee foreclose on or otherwise obtain Assignor’s rights and interest in the Leasehold Estate, the City will not unreasonably withhold its consent to an assignment by Assignee to future qualified successors. Assignor shall provide to City for its review the proposed successor’s (i) financial statement, (ii) confirmation of no outstanding taxes, liens, or judgments, and (iii) compliance with all applicable Minimum Operating Standards. The City shall be the sole judge of any proposed successor’s qualifications, which judgment shall be reasonably exercised. 6. In the event of any inconsistency between the terms and conditions of the Lease and the terms and conditions of this Consent, then the Lease shall govern and control. 7. If any provisions of this Consent shall be held or deemed to be illegal, inoperative, or unenforceable, the same shall not affect any other provisions contained herein; the remaining provisions to remain in full force and effect.        57 Page 3 8. The City hereby represents that this Consent is made with proper authority under Ordinance. 9. Assignee, its authorized representatives or agents, may, upon reasonable advanced notice (written or oral) to Assignor and City and at any reasonable times, enter the Leasehold Estate for the purposes of inspecting, repairing, or removing personal property, subject to the terms and conditions of the Lease. Assignee may further, upon reasonable advanced written notice to City and Assignor and at reasonable times, enter upon the Leasehold Estate to exhibit or conduct a sale(s) of any or all of the collateral pledged to Assignee, subject to the City’s interests under the Lease. 10. This Consent shall be governed by and construed in accordance with the laws of the State of Texas. Exclusive venue for any action related to this Consent shall be solely in a court of competent jurisdiction in Denton County, Texas. 11. This Consent will bind and inure to the benefit of the parties, their heirs, executors, administrators, successors in interest, and assigns. [Signatures on following page]        58 Page 4 IN WITNESS HEREOF, the parties have executed this Consent to Collateral Assignment of Lease as of the Date written below. Date: __________________ ASSIGNOR: Samsev, LLC, a Texas limited liability company By: ______________________________ Name: ______________________________ Title: ______________________________ ASSIGNEE: Guaranty Bank & Trust, N.A. By: ______________________________ Name: ______________________________ Title: ______________________________ CITY: CITY OF DENTON By: ______________________________ Name: ______________________________ Title: ______________________________ Manager SVP - Commercial LendingJason Stewart Scott Severen City Manager Todd Hileman        59 Page 5 ATTEST: ROSA RIOS, CITY SECRETARY By: _______________________________ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _________________________ Signature _________________________ Title _________________________ Department Date Signed: ______________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY By: _______________________________ Airport Real Estate Director-Airport, Facilities,Scott Gray         KendraKennedy 60 J \ ' Attachment 1 ORDINANCE NO. cJ()(}/-/3, AN ORDINANCE APPROVING A COMMERCiAL OPERATOR AlRPORT LEASE AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND JACK FAAS; AND PROVIDING AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS: SECTION 1. The City Manager or his designee is hereby authorized to execute a airport lease agreement for commercial operator between the City of Denton and Jack Faas, in substantially the form of the Airport Lease Agreement which is attached to and made a part of this ordinance for all purposes. SECTION 2. This ordinance shall become effective immediately upon its passage and · · PASSED AND APPROVED this the JJ f/t_ day of 21!.tu..e/L , 2001. EULINE BROCK, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY •        61 THE STATE OF TEXAS COUNTY OF DENTON AIRPORT LEASE AGREEMENT COMMERCIAL OPERATOR § § § KNOW ALL MEN BY THESE PRESENTS: This lease is made and executed this ritJfiL day of , 2001, at Denton, Texas, by and between the City of Denton, Texas, a municipal corporation, hereinafter referred to as "Lessor", and Mr. Jack Faas having principal offices at 6621 Brentwood Lane, The Colony, Texas 75056, hereinafter referred to as "Lessee". WITNESSETH: WHEREAS, Lessor now owns, controls and operates the Municipal Airport (Airport) in the City of Denton, County of Denton, State of Texas; and WHEREAS, Lessee desires to lease certain premises on said airport and construct and maintain an aircraft hangar and related aviation facilities thereon; and NOW, THEREFORE, for and in consideration of the promises and the mutual covenants contained in this Agreement, t,he. parties agree as follows: I. CONDITIONS OF AGREEMENT NOTWITHSTANDING ANY LANGUAGE TO THE CONTRARY HEREINAFTER CONTAINED, THE LANGUAGE IN PARAGRAPHS A THROUGH D OF THIS SECTION SHALL BE BINDING. A. PRINCIPLES OF OPERATIONS. The right to conduct aeronautical and related activities for furnishing services to the public is granted to Lessee subject to Lessee agreeing: 1. To furnish said services on a fair, equal and not unjustly discriminatory basis to all users thereof; and 2. To charge fair, reasonable and not unjustly discriminatory prices for each unit or service; provided, that Lessee may be allowed to make reasonable and nondiscriminatory discounts, rebates, or other similar types of price reductions to volume purchasers. B. NON-DISCRIMINATION: Lessee, for himself, his personal representatives, successors and interests, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a        62 covenant with the land that: 1. No person on the grounds of race, religion, color, sex, or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities; 2. In the construction of any improvements on, over, or under such land and the furnishings of services thereon, no person on. the grounds of race, religion, color, sex, or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination; 3. Lessee shall use the premises in compliance with all other requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Trans-potation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally assisted programs of the Department of Transportation -Effectual of Title VI of the Civil Rights Act of 1964, as said Regulations may be amended. C. RIGHT OF INDIVIDUALS TO MAINTAIN AIRCRAFT . It is clearly understood by Lessee that no right or privilege has been granted which would operate to prevent any person, firm or corporation operating aircraft on the airport from performing any services on i ts own aircraft with its own regular employees (including, but not limited to, maintenance and repair) that it may choose to perform. D. NON-EXCLUSIVE RIGHT. It is understood and agreed that nothing herein contained shall be construed to grant or authorize the granting of an exclusive right within the meaning of Title 49 u.s.c. Appendix §1349. E. PUBLIC AREAS. 1. Lessor reserves the right to further deve lop or improve the landing area of the airport as it sees fit, regardless of the desires or views of Lessee, and without interference or hindrance. 2. Lessor shall be obligated to maintain and keep in good repair the landing area of the airport and all publicly owned facilities of the airport, together with the right to direct and control all activities of Lessee in this regard. 3. During time of war or national emergency, Lessor shall have the right to lease the landing area or any part FAAS LEASE AGREEMENT -Page 2        63 thereof to the United States Government for military or naval use, and, if such lease is executed, the prov1s1ons of this instrument insofar as they are inconsistent with the provisions of the lease to the Government, shall be suspended. 4. Lessor reserves the right to take any action it considers necessary to protect the aerial approaches of the airport against obstruction, together with the right to prevent Lessee from erecting, or permitting to be erected, any building or other structure on or adjacent to the airport which, in the opinion of Lessor, would limit the usefulness or safety of the airport or constitute a hazard to aircraft or to aircraft navigation. 5. This Lease shall be subordinate to the provisions of any existing or future agreement between Lessor and the United States or agency thereof, relative to the operation or maintenance of the airport. II. LEASED PREMISES Lessor, for and in consideration of the covenants and agree-ments herein contained, to be kept by Lessee, does hereby demise and lease unto Lessee, and Lessee does hereby hire and take from Lessor, the following described land situated in Denton County, Texas: A. Land. A tract of land, being approximately 18, 000 square feet, or 0.413 acres, drawn and outlined on Attachment "A", and legally described in Attachment "B," such attachments b e ing incorporated herein by reference. Together with the right of ingress and egress t o said proper-ty; and the right in common with others so authorized of passage upon the Airport property generally, subject to reasonable regulations by the City of Denton and such rights shall extend to Lessee's employees, passengers, patrons and invitees. For purposes of this agreement, the term 11 Premi ses 11 shall mean all property located within the metes and bounds described and identified within Attachment "B", including leasehold improvements constructed by the Lessee, but not including certain easements or property owned and/or controlled by the Lessor. B. IMPROVEMENTS PROVIDED BY LESSOR: NONE: There will be no improvements provided by Lessor, except as set forth in Article II. E. "Access to Utili ties" below. For the purpose of this Agreement, the term "Lessor improve-ments " shall mean those things on or adjacent to the Premises FAAS LEASE AGREEMENT -Page 3        64 belonging to, constructed by, or to be constructed by the Lessor, which enhance or increase, the value or quality of the leased land or property. Unless otherwise noted herein, all Lessor improvements are and will remain the property of Lessor. All Lessor improvements must be described in detail above, or above referenced and attached to this Agreement in an exhibit approved by Lessor. C. IMPROVEMENTS PROVIDED BY LESSEE : On described lot, Lessee shall construct a hangar/office facility not less than 4 1 500 square feet with taxiway access and appropriate culverts or drainage as required by City ordinances in the utility right of way south and north of the proposed hangar as well as other improvements as determined necessary by City ordinances. Said improvements shall be completed not less than 365 days from the date of this agreement. D. EASEMENTS. Lessor and Lessee by mutual agreement may establish/ on the leased premises, easements for public access on roads and taxiways. E. ACCESS TO UTILITIES. Lessor represents that there are wate r and 3-phase electricity lines within three hundred feet (300 1 ) of the leased premises available to 11 tap-in11 by Lessee, and that the same are sufficient for usual and customary service on the leased premises. Lessee will be required to connect to the sewer line located approximately sixty (60) feet north of said lot. III. TERM The term of this Agreement shall be for a period of thirty (30) years/ commencing on the 1st day of April, 2001, and continuing through the last day of March, 2031, unless earlier terminated under the provisions of the Agreement . Any attempt by Lessee to renegotiate this Lease shall be in writing addressed to the City Manager or his designee at least one hundred eighty (180) days before the expiration of the stated term of this lease/ and at least 180 days before the expiration of any additional renegotiated period. Lessee has the option to renew for two (2) additional ten (10) year terms. The rental and terms to be negotiated shall be reasonable and consistent with the then value/ rentals and terms of similar property on the airport . IV. PAYMENTS, RENTALS AND FEES Lessee covenants and agrees to pay Lessor/ as consideration for this lease/ the following payments, rentals and fees: Lessee covenants and agrees to pay Lessor, as consideration for this lease/ the following payments, rentals and fees: FAAS LEASE AGREEMENT -Page 4        65 A. LAND RENTAL shall be due and payable in the sum of $0.15 per square foot or Two Thousand Seven Hundred Dollars ($2,700.00) per year, payable in twelve (12) equal monthly installments in the sum of Two Hundred Twenty Five Dollars ($225.00) in advance, on or before the 1st day of each and every month during the term of this agreement. Lessee has the option to pay annual rentals and fees in whole on or before the 1st day of October, at the beginning of the City's fiscal year, each and every year of this lease. Notwithstanding the foregoing, the annual reduced by the current lease rate per square the CPI-U referenced in Section IV.D., times feet comprising all easements established Article II(C). lease rental to be foot, as adjusted by the number of square in accordance with B . LESSOR IMPROVEMENTS RENTALS. NONE : There are no Lessor improvements on the leased premises. C. PAYMENT, PENALTY, ADJUSTMENTS . All payments due Lessor from Lessee shall be made to Lessor at the offices of the Finance Department of the City of Denton, Accounts Receivable, 601 East Hickory, Denton, Texas, unless otherwise designated in writing by the Lessor. If payments are not received on or before the 15th, a five (5) percent penalty will be due as of the 16th. If payments are not received by the 1st of t he subsequent month, an addi tional penalty of one {1) percent of the unpaid rental/fee amount will be due . A one (1) percent charge will be added on the 1st of each subsequent month until the unpa id rental/fee payment is made. Failure to pay the rent or penalty amounts on delinquent rent shall constitute an event of default of this lease. The yearly rental f or land and improvements herein leased shall be readjusted at the end of each two (2) year period during the t erm of this lease on the basis of the proportion that the then current United States Consumer Price Index f or all urban consumers (CPI -U) for the Dallas-Fort Worth geographical region, as compiled by the U.S. Department of Labor, Bureau of Labor Statistics bears to the applicable index at the execution of this lease. The original land rental amount is based upon the formulae set forth in Section I V.A. for the land herein leased. Each rental adjustment , if any, shall occur on the 1st day o f April, beginning 2002, and every other year thereafter on such date. The adjustments in the yearly rent shall be determined by multiplying the minimum yearly rent as set forth in Section IV.A. by a f raction, the numerator of which is the index number for the last month prior to the adjustment, and the denominator of which is the index number applicable at the execution of this lease. If the product of this multiplication is greater than the minimum yearly rent as set forth in Section IV.A., Lessee shall pay this greater amount as the yearly rent until the time o f the next FAAS LEASE AGREEMENT -Page s        66 rental adjustment as called for in this section. If the product of this multiplication is less than the minimum yearly rent of as set forth in Section IV.A., there shall be no adjustment in the annual rent at that time, and Lessee shall pay the previous year's annual rent until the time of the next rental adjustment as called for in this section. In no event shall any rental adjustment called for in this section result in an annual rent less than the previous year's annual rent. The adjustment shall be limited so that the annual rental payment determined for any given year shall not exceed the annual rental payment calculated for the previous year by more than twenty (20) percent . If the consumer price index for all urban consumers (CPI-U) for the Dallas-Fort Worth geographical region, as compiled by the U.S. Department of Labor, Bureau of Labor Statistics, is discontinued during the term of this lease, the remaining rental adjustments called for in this section shall be made using the formula set forth in Subsection (a) above, but substituting the index numbers for the Consumer Price Index-Seasonally Adjusted U.S. City Average For All Items For All Urban Consumers (CPI-U) for the index numbers for the CPI-U applicable to the Dallas-Fort Worth geographical region. If both the CPI-U for the Dallas-Fort Worth geographical region and the U.S. City Average are discontinued during the term of this lease, the remaining rental adjustments called for in this section shall be made using the statistics of the Bureau of Labor Statistics of the United States Department of Labor that are most nearly comparable to the CPI-U applicable to the Dallas-Fort Worth geographical region. If the Bureau of Labor Statistics of the United States Department of Labor ceases to exist or ceases to publish statistics concerning the purchasing power of the consumer dollar during the term of this lease, the remaining rental adjustments called for in this section shall be made using the most nearly comparable statistics published by a recognized financial authority selected by Lessor. V. RIGHTS AND OBLIGATIONS OF LESSEE A. USE OF LEASED PREMISES. Lessee is granted the non-exclusive privilege to engage in or provide the following: 1. Hangar Leases and Rental. The rental or lease of hangars and hangar space and related facilities upon the leased premises. 2. Office Space Lease or Rental. The rental or lease of office space in or adjoining Lessee's hangars. 3. Aircraft and Storage. Lessee' s and sublessees' equipment and supplies premises. To provide storage of both aircraft and aviation related upon or within the leased FAAS LEASE AGREEMENT -Page 6        67 Lessee, his tenants and sublessees shall not be authorized to conduct any services not specifically listed in this agreement. The use of the leased premises of Lessee, his tenants or sublessees shall be limited to only those private, commercial, retail or industrial activities having to do with or related to airports and aviation. No person, business or corporation may operate a commercial, retail or industrial business upon the premises of Lessee or upon the Airport without a lease or license from Lessor authorizing such commercial, retail or i ndustrial activity. The Lessor shall not unreasonably withhold authorization to conduct aeronautical or related services. B. STANDARDS. Lessee shall meet or exceed the following standards: 1. Address. Lessee shall file with the Airport Manager and keep current his mailing addresses, telephone numbers and contacts where he can be reached in an emergency. 2. List. Lessee shall file with the Airport Manager and keep current a list of his tenants and sublessees. 3. Conduct. Lessee shall contractually require his employees and sublessees (and sublessee • s invitees) to abide by the terms of this agreement . Lessee shall promptly enforce his contractual rights in the event of a default of such covenants. 4 . Utilities, Taxes and Fees. Lessee shall meet all expen-ses and payments in connection with the use of the Premi-ses and the rights and privileges herein granted, including the timely payment of utilities, taxes, permit fees, license fees and assessments lawfully levied or assessed. 5. Laws. Lessee shall comply with all current and future federal, state and local laws, rules and regulations which may apply to the conduct of business contemplated, including rules, regulations and ordinances promulgated by Lessor, and Lessee shall keep in e ffect and post in a prominent place all necessary and/or required licenses or permits . 6. Maintenance of Property. Lessee shall be responsible for the maintenance, repair and upkeep of all property, buildings, structures and improvements, including the mowing or elimination of grass and other vegetation on the Premises, and shall keep said Premises neat, clean and in respectable condition, free from any objectional matter or thing. Lessee agrees not to utilize or permit FAAS LEASE AGREEMENT -Page 7        68 ,. \ others to utilize areas on the leased premises which are located on the outside of any hangar or building for the storage of wrecked or permanently disabled aircraft, aircraft parts, automobiles, vehicles of any type, or any other equipment or items which would distract from the appearance of the leased premises. Lessee agrees that at no time shall the leased premises be used for a flea market type sales operation. 7. Painting of Buildings. During the original term of this Lease and during each extension, Lessor shall have the right to require, not more than once every five years, that the metal exterior of hangar(s) or building(s) located on the premises be reviewed by the Airport Advisory Board for the purpose of determining whether painting of the exteriors of such buildings or hangars is necessary. If the Airport Advisory Board determines painting is necessary, it shall furnish a recommendation to this effect to the City Council. The Council, may, upon the Board's recommendation, require Lessee to repaint said exteriors according to Lessors specifications (to specify color of paint, quality of workmanship and the year and month in which the hangar(s) or building (s) are to be painted, if needed.) Lessee shall complete the painting in accordance with such specifications within one (1) year of receipt of notice from lessor. Lessee agrees to pay all costs and expense involved in the hangar or building painting process . Failure of Lessee to complete the painting required by Lessor's City Council within one (1) year period shall constitute Lessee's default under this Lease. 8. Unauthorized use of premises. Lessee may not use any of the leased land or premises for the operation of a motel, hotel, restaurant, private club or bar, apartment house, or for industrial, commercial or retail purposes, except as authorized herein. 9. Dwellings. It is expressly understood and agreed that no permanent dwelling or domicile may be built, moved to or established on or within the leased premises nor may lessee, his tenants, invitees, or guests be permitted to reside or remain as a resident on or within the leased premises or other airport premises. 10. Quit Possession. Lessee shall quit possession of all premises leased herein at the end of the primary term of this lease or any renewal or extension thereof, and deliver up the premises to Lessor in as good condition as existed when possession was taken by Lessee, reasonable FAAS LEASE AGREEMENT -Page 8        69 wear and tear excepted. 11. Hold Harmless . Lessee shall indemnify and hold harmless Lessor from and against all loss and damages, including death, personal injury, loss of property or other damages, arising or resulting from the operation of Lessee's business in and upon the l eased premises. 12 . Chemicals. Lessee agrees to properly store, collect and dispose of all chemicals and chemical residues; to properly store, confine, collect and dispose of all paint, including paint spray in the atmosphere, and paint products; and to comply with all Local, State and Federal regulations governing the storage, handling or disposal of such chemicals and paints. 13. Hazardous Activities. Should Lessee violate any law, rule, restriction or regulation of the City of Denton or the Federal Aviation Administration, or should the Lessee engage in or permit other persons or agents to engage in activities which could produce hazards or obstruction to air navigation, obstructions to visibility or interference with any aircraft navigational aid station or device, whether airborne or on the ground, then Lessor shall state such violation in writing and deliver written notice to Lessee or Lessee's agent on the leased premises, or to the person(s) on the leased premises who are causing said violation(s), and upon delivery of such written notice, Lessor shall have the right to demand that the person(s) responsible for the violation(s) cease and desist from all such activity creating the violation(s). In such event, Lessor shall have the right to demand that corrective action, as required, be commenced immediately to restore the leased premises into conformance with t he particular law, rule or aeronautical regulation being violated. Should Lessee, Lessee 's agent, or the person(s) responsible for the violation(s) fail to cease and desist from said violation (s) and to immediately commence correcting the violation(s), and to complete said corrections within twenty-four (24) hours following written notification, then Lessor shall have the right to enter onto the leased premises and correct the violation(s), and Lessor shall not be responsible for any damages incurred to any improvements on the leased premises as a result of the corrective action process. C. SIGNS. During the term of this Agreement, Lessee shall have the right, at its own expense, to place in or on the leased Premises signs identifying Lessee. Said signs shall be of a size, shape and design, and at a location or locations, approved by the Lessor and in conformance with any overall directional graphics or FAAS LEASE AGREEMENT -Page 9        70 sign program established by Lessor for the Airport. Lessor's approval shall not be withheld unreasonably. Said signs shall be maintained in good repair throughout the term of this agreement. Notwithstanding any other provision of this agreement, said signs shall remain the property of Lessee. Lessee shall remove, at its expense, all lettering, signs and placards so erected on the premises at the expiration of the term of this Agreement or extensions thereof. VI . COVENANTS BY LESSOR Lessor hereby agrees as follows: A. PEACEFUL ENJOYMENT. That on payment of rent, performance of the covenants and agreements on the part to be performed hereunder, Lessee shall peaceably hold the leased premises and all rights and privileges herein fees,· and of Lessee and enjoy granted; B. COMPLIANCE . Lessor warrants and represents that in the establishment, construction and operation of said Denton Municipal Airport, that Lessor has heretofore and at this time is complying with all existing rules, regulations, and criteria distribute d by the Federal Aviation Administration, or any other governmental authority relating to and inc1uding, but not limited to, noise abatement, air rights and easements over adjoining and contiguous areas, over-flight in landing or takeoff, to the end that Lessee will not be legally liable for any action of trespass or similar cause of action by virtue of any aerial operations of adjoining property in the course of normal t ake-off and landing procedures from said Denton Municipal Airport; Lessor further warrants and represents that at all times during the term hereof, or any renewal or extension of same, that i t will continue to comply with the foregoing. VII. SPECIAL CONDITIONS It is expressly understood and agreed by and between Lessor and Lessee that this lease agreement is subject to the following special terms and conditions . A. RUNWAYS AND TAXIWAYS. That because of the present thirty thousand {30,000) pound continuous use weight bearing capacity of the runway and taxiways of the Airport, Lessee herein agrees to limit all aeronautical activity including landing, take-off and taxiing, to aircraft having an actual weight, including the weight of its fuel, of thirty thousand (30,000), until such time that the runway and designated taxiways on the Airport have been improved to handle aircraft of such excessive weights. It is further agreed that, based on qualified engineering studies, the weight restrictions and provisions of this clause may be adjusted, up or down, and that Lessee agrees to abide by any such changes or FAAS LEASE AGREEMENT -Page 10        71 revisions as such studies may dictate. "Aeronautical Activity" referred to in this clause shall include that activity of the Lessee or its agents or subcontractors, and its customers and invitees, but shall not include those activities over which it has no solicitory part or control, such as an unsolicited or unscheduled or emergency landing . A pattern of negligent disregard of the provisions of this section shall be sufficient to cause the immediate termination of this entire Agreement and subject Lessee to liability for any damages to the Airport that might result. VIII . LEASEHOLD IMPROVEMENTS A. REQUIREMENTS: Before commencing the construction of any improvements upon the premises, Lessee shall submit: 1. Documentation, specifications, or design work, to be approved by the Lessor, which shall establish that the improvements to be built or constructed upon the leased premises are in conformance with the overall size , shape, color, quality and design, in appearance and structure of the program established by Lessor on the Airport. 2. All plans and specifications showing the location upon the premise s of the proposed construction; 3. The estimated cost of such construction. No construction may commence until Lessor, acting by its City Council, has approved the plans and specifications and the location of the improvements, the estimated costs of such construction and the agreed estimated life of the building or structure. Approval by the City Council shall not be unreasonably withheld; should the Council fail to deny Lessee's plans and specifications within sixty (60) days of submission thereof to the Council, such plans and specificatibns shall be deemed approved. Documentary evidence of the actual cost of construction on public areas only (such as taxiways) shall be delivered by Lessee to Lessor's City Manager or his designee from time to time as such costs are paid by Lessee, and Lessor's City Manager or his designee is hereby authorized to endorse upon a copy of this lease filed with the City Secretary of Lessor such actual amounts as he s hall have found to have been paid by Lessee, and the f i ndings of the City Manager when endorsed by him upon said contract shall be conclusive upon all parties for all purposes of this agreement. B. ADDITIONAL CONSTRUCTION OR IMPROVEMENTS: Lessee is hereby authorized to construct upon the land herein leased, at his own cost and expense, buildings, hangars, and structures, that Lessor and Lessee mutually agree are necessary for use in connection with the operations authorized by this lease, provided however, before FAAS LEASE AGREEMENT -Page 11        72 commencing the construction of any improvements upon the premises, Lessee shall submit plans and specifications for approval by Lessor as specified in Article VIII.A., above. C. OWNERSHIP OF IMPROVEMENTS : All buildings and improvements constructed upon the premises by Lessee shall remain the property of Lessee unless said property becomes the property of Lessor under the following conditions, terms and provisions: 1. Removal o f Buildings. No building or permanent f ixture may be removed from the premises. 2. Assumption. All buildings and improvements of whatever nature remaining upon the leased premises at the end of the primary term, or any extension thereof, of this lease shall automatically become the property of Lessor absolutely in fee without any cost to Lessor. 3. Building Life. It is agreed that the building to be constructed by Lessee on herein leased is thirty (30) years. life of the the property 4. Cancellation. Should this lease be cancelled for any reason before t he end of the thirty (30) year expected building life, it is especially understood and agreed that Lessor reserves the right to purchase all buildings, structures and improvements then existing upon the premises by tendering to Lessee one thirtieth {1/30) of the undepreciated value of such building for each year remaining on the agreed life of such building. The undepreciated value of all improvements i s to be determined by having such improvements appraised by three appraisers, one appointed by Lessor, one appointed by Lessee and one appointed by the two appraisers. IX. SUBROGATION OF MORTGAGEE A. Any person, corporation or institution that lends money to Lessee for construction of any hangar, structure, building or improvement and retains a security interest in said hangar, structure , building or improvement shall, upon default of Lessee's obligations to said mortgagee, have the right to enter upon said leased premises and operate or manage said hangar, structure, building or improvement according to the terms of this Agreement, for a period not to exceed the term o f the mortgage with Lessee, or until the loan is paid in full, whichever comes first, but in no event longer than the term of t his lease. It is expressly understood and agreed that the right of the mortgagee referred to herein is l i mited and restricted to those improvements constructed with funds borrowed from mortgagee, FAAS LEASE AGREEMENT -Page 12        73 those improvements purchased with the borrowed funds, improvements pledged to secure the refinancing improvements. and those of the B. Lessee shall have the right to place a first mortgage lien upon the leasehold in an amount not to exceed eighty-five percent (85%) of the construction cost or current market value of the leasehold improvements. X. RIGHT OF EASEMENT Lessor shall have the right to establish easements, at no cost to Lessee, upon the leased ground space for the purpose of providing underground utility services to, from or across the airport property or for the construction of public facilities on the Airport. However, any such easements shall not interfere with Lessee's use of the leased premises and Lessor shall restore the property to original condition upon the installation of any utility services on, in, over or under any such easement or the conclusion of such construction. Construction in or at the easement shall be completed within a reasonable time. XI. ASSIGNMENT OF LEASE Lessee expressly covenants that it will not assign this lease, convey more than ten percent (10%) of the interest in his business, through the sale of stock or otherwise, transfer, license, nor sublet the whole or any part of the said premises for any purpose, except for rental of hangar space or tie-down space, without the written consent of Lessor. Lessor agrees that it will not unreasonably withhold its approval of such sale, sublease, transfer, license, or assignment of the facilities for the airport related purposes; provided however, that no such assignment, sublease, transfer, license, sale or otherwise shall be approved if the rental, fees or payments, received or charged are in excess of the rental or fees paid by Lessee to Lessor under the terms of this lease, for such portion of the premises proposed to be assigned, subleased, transferred, licensed, or otherwise. The provisions of this lease shall remain binding upon the assignees, if any, of Lessee. XII. INSURANCE A. REQUIRED INSURANCE: Lessee shall maintain continuously in effect at all times during the term of this agreement, at Lessee's expense, the following insurance coverage: 1. Comprehensive general liability covering the leased premises, the Lessee or its company, its personnel, and its operations on the airport. FAAS LEASE AGREEMENT -Page 13        74 2. Aircraft liabi lity to cover all flight operations of Lessee. 3. Fire and extended coverage for replacement value facilities used by the Lessee either as a part agreement or erected by the Lessee subsequent agreement. for all of this to this 4. Liability insurance limits shall be in the following minimum amounts: Bodily Injury and Property Damage: One Million Dollars ($1, 000, 000) combined single limits on a per occurrence basis. 5. All policies shall name the City of Denton as an additional named insured and provide for a minimum of thirty (30) days written notice to the City prior to the effective date of any cancellation or lapse of such policy. 6. All policies must be approved by the Lessor . 7. The Lessor shall be provided with a copy of all such policies and renewal certificates. During the term of this lease, Lessor herein reserves the right to adjust or increase the liability insurance amounts required of the Lessee , and to require any additional rider, provisions, or certificates of insurance, and Lessee hereby agrees to provide any such insurance requirements as may be required by Lessor; provided however, that any requirements shall be commensu-rate with insurance requirements at other public use airports similar to the Denton Municipal Airport in size and in scope of aviation activities, located in the southwestern region of the United States . Lessee herein agrees to comply with all increased or adjusted insurance requirements that may be required by the Lessor throughout the original or extended term of this lease, including types of insurance and monetary amounts or limits of insurance, and to comply with said insurance requirements within sixty (60) days following the receipt of a notice in writing from Lessor stating the increased or adjusted i nsurance requirements. Lessee shall have the right to maintain in force both types of insurance and amounts of insurance, which exceed Lessor's minimum insurance requirements. In the event that State law should be amended to require types of insurance and/or insurance amounts which exceed those of like or similar public use airports in the southwestern region of the FAAS LEASE AGREEMENT -Page 14        75 United States of America, then in such event, Lessor shall have the right to require that Lessee maintain in force types of insurance and/or amount of insu rance as specified by State law. Failure of Lessee to comply with the minimum specified amounts or types of insurance as required by Lessor shall constitute Lessee's default of this Lease. XIII. CANCELLATION BY LESSOR In the .event that Lessee shall file a voluntary petition i n bankruptcy or proceedings in bankruptcy shall be instituted against it and Lessee thereafter is adjudicated bankrupt pursuant to such proceedings, or any court shall take jurisdiction of Lessee and its assets pursuant to proceedings brought under the provisions of any Federal reorganization act, or Lessee shall be divested of its estate herein by other operation of law; or Lessee shall fail to perform, keep and observe any of the terms, covenants, or conditions herein contained, or on its part to be performed, the Lessor may give Lessee written notice to correct such condition or cure such default and, if any condition or default shall continue for thirty (30} days after the receipt of such notice by Lessee, then Lessor may terminate this lease by written notice to Lessee. In the event of default, Lessor has the right to purchase any or all structures on the leased premises under the provisions of Section VIII Paragraph C.4. (Cancellation) hereof. XIV. CANCELLATION BY LESSEE Lessee may cancel this Agreement, in whole or part, and termi- nate all or any of its obligations hereunder at any time, by thirty (30) days written notice, upon or after the happening of any one of the following events: (1) issuance by any court of competent jurisdiction of a permanent injunction in any way preventing or restraining the use of said airport or any part thereof for airport purposes; (2) the breach by Lessor of any of the covenants or agreements contained herein and the failure of Lessor to remedy such breach for a period of ninety (90) days after receipt of a written notice of the existence of such breach; (3) the inability of Lessee to use said premises and facilities continuing for a longer period than ninety (90) days due to any law or any order, rule or regul ation of any appropriate governmental authority having jurisdiction over the operations of Lessor or due to war, earthquake or other casualty; or ( 4) the assumption or recapture by the United States Government, or any authorized agency thereof, of the maintenance and operation of said airport and facilities or any substantial part or parts thereof . Upon the happening of any of the four events listed in the preceding paragraph, such that the leased premises cannot be used FAAS LEASE AGREEMENT -Page 15        76 for aviation purposes, then the Lessee may cancel this lease as aforesaid, or may elect to continue this lease under its terms, except , however, that the use of the leased premises shall not be limited to aviation purposes, their use being only limited by such laws and ordinances as may be applicable at that time. XV . MISCELLANEOUS PROVISIONS A. ENTIRE AGREEMENT . This Agreement constitutes the entire understanding between the parties and as of its effective date supersedes all prior or independent Agreements between the parties covering the subject matter hereof . Any change or modification hereof shall be in writing signed by both parties. B. BINDING EFFECT . All covenants, stipulations and agreements herein shall extend to, bind and inure to the bene fit of the legal representatives, successors and assigns of the respective parties hereto. C. SEVERABILITY. If a provision hereof shall be finally declared void or illegal by any court or a dministrative agency having jurisdiction, the entire Agreement shall not be void; but the remaining provisions shall continue in effect as nearly as possible in accordance with the original intent of the parties. D. NOTICE. Any notice given by one party to the other in connection with this agreement shall be in writing and shall be sent by registered mail, return receipt requested, wi th postage and registration fees prepaid as follows: 1. If to Lessor, addressed to: City Manager City of Denton 215 E. McKinney Street Denton, Texas 76201 2. If to Lessee, addressed to: Mr. Jack Faas 6621 Brentwood Lane The Colony, TX 75056 Notices shall be deemed to have been received on the date o f receipt as shown on the return receipt. E . HEADINGS . The headings u sed in this Agreement are intended for convenience of reference only and do not define or limit the scope or meaning of any provision of this Agreement. FAAS LEASE AGREEMENT -Page 16        77 ( F. GOVERNING LAW. This Agreement is to be construed in accordance with the laws of the State of Texas. G. MEDIATION. Prior to instituting suit in a court of competent jurisdiction, the parties shall, in good faith attempt to settle any controversy or claim by any party hereto arising out of or relating to this Agreement by mediation in accordance with the laws and rules, then obtaining, of the St ate of Texas and the State Bar of Texas . H. NO WAIVER. No waiver by Lessor or Lessee of any default or breach of covenant or term of this lease may be treated a s a waiver of any subsequent default or breach of the same or any other covenant or term of this Agreement . I. INDEPENDENT CONTRACTOR. During all times that this Lease is in effect, the parties agree that Lessee is and shall be deemed to b e an inde pendent contractor and operator and not an agent or employee of the Lesso r with respect to their acts or o missions hereunder . For all the purposes her eunder, Lessee is and shall be deemed an independent contractor and it is mutually agreed that nothing contained herein shall be deemed o r c onst rue d to constitute a partnership or joint venture between the parties. IN WITNESS WHEREOF, the parties have executed this Agre ement as of the day and year first above written. ATTEST: JENNIFER WALTERS, CITY SECRETARY CITY OF DENTON I TEXAS CITY OF DENTON, TEXAS, LESSOR BY' Howard Martin, FAA$ LEASE AGREEMENT -Page l 7        78 APPROVED AS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY CITY OF DENTON, TEXAS BY: THE STATE OF TEXAS § COUNTY OF DENTON § CK FAAS, LESSEE was acknowledged before me on the C/L'G , 2 oo1 by LESSEE. JEANETIE SCOTI NOTARY PUBLIC STATE OF TEXAS My Commission ExPires 03·31·2001 My Commission Expires: FAAS LEASE AGREEMENT -Page l.B of        79 SPARTAN DRIVE 60' ACC£55, ORA/NAG£ & UTILITY £SMT s 8 8°36'10 " £ 100.00' tRS/CA? S 88"36'10" £ 80.00' tR$/CAP 0 0 <.!) 0 <.!) > 0 0 0 .. a 0 1\) 1\) $l) ...... V: Exhibit B v. g. t...J Exhibit c tJ\ . 1 f.Jl' 0 t...J AC 0 s 0 o . 4...1.2-AC . (1) ,!f) 0 J;:l I") ,!f) •'\J Ft Cii r<') 14,400. Sq F t Q) > 0 1 s.ooo. 5q .CI,j 0 9 0 9 <: 0 0 0 .._ o_ <: 0 -- :14' rRS/cAP IRF 539.30• /c,;.-1' ( N 88°36'!0" VI) 100.00' /-9s,...., N 88°36'10" W. 80.00' 1!2' • r 1\l-'l c-:"" '-o.z< ' B 8[NT        80 Attachment B .EXHIBIT •c· FIELD to all that certain tfact of land $ltuated In \he William Nell surv&y, Abstract 970 In the city Md County of Penton, und a part of Lot 1 Block 1 ot Southeasl Airport Addrtlon, an addition In the Ctty of Donlon, Danton County, Taxas, a.ccord!ng to tho Plat thereof recorded In Cabinet 0 295 of the Plat Records of Denton County, the subjtlct tract being particularly doscribod follows; Commencing at the most Wostorly SowH1west Corner of ea!d Lot 1 Block 1; THENCE· North 08 36 21 Seconds with \ho WtM line th.ereof a distance of 1067.51 feet to a corn&r; . THENCE South '88 bogree_s Minutes 1 o Seconds East Q or 696.84feot to a capped Iron rod sat for the Southwest Corner of tho herein doscrib-eo ttaet In the North line of a 130 foot taxiway, drainage and utility .. easement; THeNCE North 01 23 Mtnuta! 50 Sec-onds Eas\ a distil or 180.00 feet to a capped Iron rod l$et fat the Northwest c.orner ofthl! herein dascrfbad tract In the South line of a 50 foot access, drain ago and utility eas&mont; . IHENCC: South 66 Der;Jree!J 36 Minutes 10 Seconds East with thG Soulh line a dlalance of1 00.00 feet to a capped Iron rod aet for the Northeast Co.rner oftho horeln de$crlbed tract; THENCE South 01 Degrees 23 Minutes 60 Wer;!. a distance ot 160.00 feet to a Iron rod set for the Southeast Corner or the herein described In the North line of said 130 foot Clasement; THENCE North BB begraaa $$Minutes 10 West wlth said North liM a dl$lMce of 100,00 feet to the PLACE Or Sf; GINNING and enclo&lng 18,000 square fee! of land. ihese Field Notes with tha accompanying ware prepared from an survey made under my direction and on Hl97. There are no VlBlble or appRront lntruaions. protrusions or easements except as shown. This t>VM>Y was prepared wilhout th& ben&Ot of a title binder or $Chedule B. Date        81 \\codad\departments\legal\our documents\ordinances\09\airport faas assignment of lease.doc Attachment 2 ORDINANCE NO . .2/ltJt/-fJ':ii AN ORDINANCE APPROVING AN ASSIGNMENT OF A LEASEHOLD INTEREST IN A COMMERCIAL OPERATOR AIRPORT LEASE AGREEMENT AT DENTON MUNICIPAL AIRPORT FROM JACK FASS TO PLANES OF HISTORY, INC. LOCATED AT 4665 SPARTAN LANE AT THE DENTON MUNICIPAL AIRPORT AND PROVIDING FOR CHANGES TO INDEMINIFICATION AND INSURANCE REQUIREMENTS OF THE LEASEHOLD; AND PROVIDING AN EFFECTIVE WHEREAS, Jack Faas has requested that his Airport Lease Agreement Commercial Operator at 4665 Spartan Lane dated March 27, 2001 and approved by Ordinance No. 2001-134 be assigned to Planes of History, Inc., and WHEREAS, the City and Jack Faas wish to amend that certain Airport Lease Agreement Commercial Operator approved by Ordinance No. 2001-134 to make certain other amendments to Indemnification and Insurance requirements of the Lease; and WHEREAS, the Airport Board recommends approval of the Assignment and Amendment; and WHEREAS, the City Council deems it in the public interest to approve this Assignment of the Lease Agreement and the Amendment; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or his designee is hereby authorized to execute an Assignment of a leasehold interest in an Airport Lease Agreement Commercial Operator at the Denton Municipal Airport from Jack Faas to Planes of History, Inc. in substantially the form of the Assignment attached to and made a part of this Ordinance for all purposes, to evidence the City's consent to the Assignment. SECTION 2. The City Manager, or his designee, is hereby authorized to execute an Amendment to the Commercial Operator Airport Lease with Planes of History, Inc that provides for changes to Section V. Rights and Obligations of Lessee, Paragraph B., Indemnity and Section XII, Insurance, in substantially the form of the Amendment attached to and made a part of this Ordinance for all purposes. SECTION 3. This Ordinance shall become effective immediately upon its passage and approval.        82 \\codad\departments\lega!\our documents\contralltll\09\airport .il!as amendment.doc. FIRST AMENDMENT TO COMMERCIAL OPERATOR THE STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS COUNTY OF DENTON § This First Amendment to that certain Airport Lease Agreement Colili;D.ercial Operator which was made and executed on March 27,2001 at Denton, Texas," by and between the City of Denton, Texas, a municipal corporation, hereinafter referred to as "Lessor," and Mr. Jack Faas with principal offices at 6621 Brentwood Lane, The Colony, Texas 75056, hereinafter referred to as ''Lessee" which lease is simultaneously with this Amendment being assigned to Planes of History, Inc. "Assignee". WI1NESSETH: WHEREAS. the Assignee and the Lessor have agreed to amend the· Lease to expand requirements for Indemnification and Insurance as part of the Lease and the City Manager and the Airport Advi;:;ory Board support the expanded rights and obligations of the Lease; NOW, 1 J.lEREFORE, in consideration of the promises and the mutual covenants contained in this Agreement, the parties agree as follows: SECTION 1. Section V. "Rights and Obligations of Lessee" is hereby amended to provide for the following: 14 INDEMNITY. LESSEE MUST INDEMNIFY, HOLD HARMLESS AND DEFEND THE LESSOR, ITS OFFICERS, AGENTS AND EMPLOYEES, FROM AND AGAINST LIABILITY FOR ANY AND ALL CLAIMS, LIENS, SUITS, DEMANDS AND/OR ACTIONS FOR DAMAGES, INJURIES TO PERSONS (INCLUDING DEATH), PROPERTY DAMAGE, QNCLUDING LOSS OF USE), AND EXPENSES, INCLUDING COURT COSTS. ATTORNEYS' FEES AND OTHER REASONABLE COSTS. OCCASIONED BY OR INCIDENTAL TO THE LESSEE'S OCCUPANCY OR USE OF THE LEASED PREMISES OR THE AIRPORT AND/OR ACTIVITIES CONDUCTED IN CONNECTION WITH OR INCIDENTAL TO THIS LEASE AGREEMENT, INCLUDING ALL SUCH CAUSES OF ACTION BASED ON COMMON, CONSTITUTIONAL OR STATUTORY LAW, OR BASED IN WHOLE OR IN PART UPON THE NEGLIGENT OR INTENTIONAL ACTS OR OMISSIONS OF LESSEE OR LESSOR. OR THEIR OFFICERS, AGENTS EMPLOYEES. INVITEES OR OTHER PERSONS. LESSEE MUST AT ALL TIMES EXERCISE REASONABLE PRECAUTIONS ON BEHALF OF, AND BE SOLELY RESPONSffiLE FOR, THE SAFETY OF ITS OFFICERS, EMPLOYEES, AGENTS, CUSTOMERS,        83 VISITORS, INVITEES, LICENSEES AND OTHER PERSONS, AS WELL AS THEIR PROPERTY, WHILE IN. ON, OR INVOLVED IN ANY WAY WITH THE USE OF THE LEASED PREMISES. THE LESSOR IS NOT LIABLE OR RESPONSffiLE FOR THE NEGLIGENCE OR INTENTIONAL ACTS OR OMISSIONS OF THE ·LESSEE OR LESSOR, THEIR OFFICERS. AGENTS, EMPLOYEES. AGENTS. CUSTOMERS. VISITORS AND OTHER· PERSONS. LESSOR ASSUMES NO RESPONSffiiLITY OR UABILITY FOR HARM, INJURY, OR ANY DAMAGING EVENTS WHICH ARE DIRECTLY OR INDIRECI'LY ATIRIBUTABLE TO PREMISE DEFECTS, WHETHER REAL OR ALLEGED. WHICH MAY NOW EXIST OR WHICH MAY HEREAFTER ARISE UPON THE LEASED PREMISES. RESPONSffiiLITY FOR ALL SUCH DEFECTS . BEING EXPRESSLY ASSUMED BY THE LESSEE. THE LESSEE AGREES THAT THIS INDEMNITY PROVISION APPLIES TO ALL CLAIMS, SUITS, DEMANDS, AND ACTIONS ARISING FROM ALL PREMISE DEFECTS OR CONDITIONS. THE LESSOR AND THE LESSEE EXPRESSLY INTEND TIDS INDEMNITY PROVISION TO REQUIRE LESSEE TO INDEMNIFY AND PROTECT THE LESSOR FROM THE CONSEQUENCES OF THE LESSOR'S OWN NEGLIGENCE, OF ANY KIND; TYPE OR DEGREE, INCLUDING, WITHOUT LIMITATION, LESSOR'S. SOLE NEGLIGENCE, WHILE LESSOR IS PARTICIPATING IN TillS LEASE AGREEMENT WHERE THAT NEGLIGENCE IS A CAUSE IN WHOLE OR IN PART, OF THE INJURY, DEATH, OR DAMAGE. NOTWITHSTANDING ANY TERMS OF TillS AGREEMENT TO THE CONTRARY. SECTION 2. Section XII "Insurance" is hereby amended to provide for the following: A. REQUIRED INSURANCE: Regardless of the activities contemplated rmder this Lease Agreement, Lessee shall maintain continuously in effect at all times during the term of this agreement, at Lessee's sole expense, the following minimum insurance coverages: 1. Commercial (Public) General Liability covering the Lessee or its company, its employees, agents, tenants and independent contractors, and its operations on the airport. Coverage shall be in an amount not less than $1,000,000 per occurrence and provide coverage for premises/operations and contractual. liability, including without limitation, to indemnity obligations of Lessee AND where exposure exists, coverage for: products/completed operations; explosion, collapse and underground property damage. 2. All risk property insurance on a replacement cost basis covering loss or damage to all facilities used by the Lessee, either as a part of this agreement or erected by the Lessee subsequent to this agreement. Under no circwnstances shall the Lessor be liable for any Page2 of6        84 damages to fixtures, merchandise or other personal property of the Lessee or its tenants. 3. Business Automobile Liability to include coverage for Owned/Leased Autos, Non-Owned Autos and Hired Cars: For operation in aircraft movement areas the limit of liability shall be $100,000 per occurrence. For other operations the limit of liability shall be consistent with the amount set by State Law. B. ADDITIONAL COVERAGES: In addition to the above referenced coverages, the following insurance is required if the activity or exposure exists or is contemplated: 1. Aircraft Fuel/Oil Storage and Dispensing -Comprehensive Commercial (Public) General Liability shall include coverage or coverage shall be provided for Environmental Impairment Liability. 2. Aircraft Sales or Aircraft Charter and Air Taxi -Aircraft Liability in the amount of $1,000,000 per occurrence to include Hull Coverage and Liability. In Passenger Liability in an amount of$100,000 per person (per passenger seat) shall be provided. 3. Aircraft Rental or Flight Training -Aircraft Liability in the amount of $1,000,000 per occurrence to ·include Hull Coverage and Liability, Passenger in the amount of $100,000 per person (per passenger seat) and Student/Renter Liability covering all users in the amount of$500,000 per occurrence. 4. Specialized Commercial Flying (including crop dusting, seeding, and spraying, banner towing and aerial advertising, aerial photography and surveying, fire fighting, power line or pipe line patrol)-Aircraft Liability in the amount of $1,000,000-per occurrence to include Hull Coverage and Liability. In addition, Passenger Liability in an amount of$1 00,000 per person (per passenger seat) shall be provided. 5. Aircraft Storage, Maintenance and/or Repair -Aircraft Liability in the amount of $1 ,000,000 per occurrence to include Hull Coverage and Liability .. In Hanger Keepers Liability in the amount of $500,000 per occurrence shall be provided. The requirement for Hangar Keepers Liability shall not apply to individual owner/operators whose primary use of the hangar space is the storage of their own aircraft. The requirement does not apply to such individuals notwithstanding the fact that they may, from time to time, permit the storage of non-owned aircraft in the hangar space and charge a fee for the storage of such aircraft so long as such use is in the nature of a rent-sharing agreement rather than a commercial aircraft storage business. C. COVERAGE REOUlREMENTS: All insurance coverages shall comply with the following requirements: Page3 of6        85 1. All liability policies shall name the City of Denton, and its officers and employees as an additional named insured and provide for a minimum of30 days _written notice to the City of any cancellation or material change to the policy. 2. All insurance required by this Lease Agreement must be issued by a company or companies of sound and adequate financial responsibility and authorized to do business in the State of Texas. All policies are subject to the examination and approval of the City's office of Risk Management for their adequacy as to form of protection and providing company. 3. Required insurance naming the City as an additional insured must be primary and not contributing with any other insurance available to the City whether from a third party liability policy or other. Said limits of insurance shall in no way limit the liability of the Lessee hereunder. 4. The Lessor shall be provided with a copy of all such policies and renewal certificates. Failure ofLessee to comply with the rilinimum specified ammmts or types of insurance as required by Lessor shall constitute Lessee's default of this Lease Agreement. 5. During the Lease Term, or any extension thereof: Lessor herein reserves the right to, wi1h 60 days notice, adjust or increase the liability insurance amounts required of the Lessee, and to require any additional rider, provisions, or certificates of inslD.1111ce, and Lessee hereby agrees to provide any such insurance requirements as may be required by Lessor; provided however, that any requirements shall be commensurate with insurance requirements at other public use airports similar to the Denton Municipal Airport in size and in scope of aviation activities, located in the southwestern region of the United States. D. MATERIAL BREACH: Failure to maintain any insurance required by this agreement or otherwise comply with Article XII shall constitute a material breach of this agreement. E. LESSOR'S RIGHTS: If at any time during the term of this agreement, any insurance required by this agreement shall lapse or Lessor becomes aware of a pending or potential lapse, Lessor in its sole discretion shall have the right but not the obligation to purchase applicable insurance at Lessee's sole expense, or take any other action permitted by applicable law which Lessor, in its sole discretion, determines is necessary to protect its interests pursuant to this agreement. SECTION 3. Save and except as amended hereby, all the remaining clauses, sentences, paragraphs, sections and subsections of the Lease shall remain in full force and effect. Page 4 of6        86 ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY LESSEE: JA , PRESIDENT PLANES OF HISTORY, INC. Page5 of6        87 STATE OF TEXAS COUNTY OF DENTON This instrument was acknowledged before me on the _:2._ day of 20 o 1, by Jack Faas. I [SEAL] STATE OF TEXAS COUNTY OF DENTON JULIE ANN MULLINS Notary Public, State of TeXl!ls My Commission Expires Public, State ofTexas My Commission Expires ----(or Notary Stamp) This instrument was acknowledged before me on the of by George Campbell, City Manager on behalf the City of Denton, Texas, a m corporation. JENNIFER K. WALTERS f .,] Notary Public, State ot Texas My Commission Expires December 19, 201 o Page 6 of6 ic, State of Texas Co ssion Expires ___ _ (or Notary Stamp)        88 Attachment 3       89        90        91        92        93        94        95        96        97        98        99        100        101        102 Being all of that certain lot, tract, or parcel of land lying and being situated in the W.M. Neil Survey, Abstract Number 970, Denton County, Texas, and being a part of Lot 1, Block 1 of The Southeast Airport Addition, according to the Plat thereof recorded in Cabinet G, Page 295 and the Replat thereof recorded in Document Number 2014-205 of the Plat Records of Denton County, Texas, and being more fully described by metes and bounds as follows; COMMENCING at a point being the Westerly most Southwest corner of said Lot 1, Block 1; THENCE North 08 degrees 36 minutes 21 seconds East a distance of 1067.51 feet to a point; THENCE South 88 degrees 36 minutes 10 seconds East a distance of 896.84 feet to capped iron rod found stamped "ALLIANCE", and also being the POINT OF BEGINNING of the herein described tract; THENCE North 01 degrees 25 minutes 20 seconds East a distance of 180.49 feet to a capped iron rod found in the South line of Spartan Drive; THENCE along said South line of Spartan Drive, South 88 degrees 22 minutes 10 seconds East a distance of 99.98 feet to a 1/2 inch iron rod found in said South line of Spartan Drive; THENCE South 01 degrees 25 minutes 58 seconds West a distance of 180.08 feet to a capped iron rod found stamped "ALLIANCE"; THENCE North 88 degrees 36 minutes 10 seconds West a distance of 99.94 feet to the POINT OF BEGINNING and containing 0.41 of an acre of land more or less; Exhibit A       103 Exhibit A       104 105 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-2258,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,Texas,authorizing the City Manager,or his designee, to execute a Memorandum of Understanding with the United States Department of Homeland Security, Immigration and Customs Homeland Security Investigations for the participation of the Denton Police Department in the Homeland Security Investigations Child Exploitation Group for Fiscal Year 2020 and Fiscal 2021; for the Investigating Crimes Against Children Including Internet Crimes; and providing an effective date. City of Denton Printed on 12/3/2020Page 1 of 1 powered by Legistar™106 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Denton Police Department CM/ DCM/ ACM: Todd Hileman DATE: December 7, 2020 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas, authorizing the City Manager, or his designee, to execute a Memorandum of Understanding with the United States Department of Homeland Security, Immigration and Customs Homeland Security Investigations for the participation of the Denton Police Department in the Homeland Security Investigations Child Exploitation Group for Fiscal Year 2020 and Fiscal 2021; for the Investigating Crimes Against Children Including Internet Crimes; and providing an effective date. BACKGROUND The United States Department of Homeland Security has requested the assistance of the Denton Police Department in implementing a strategic enforcement initiative, as part of the Homeland Security Investigations (HSI) Child Exploitation Group for Fiscal Year 2020 and Fiscal Year 2021. The primary mission of the task force is to investigate and arrest as part of joint law enforcement operations, persons who have engaged in the exploitation of children, including but not limited to the possession and transfer of child pornography or the solicitation of minors via the Internet. The intent of the multijurisdictional task force is to investigate and apprehend local, state and federal offenders, thereby improving public safety and reducing the exploitation of children. The Denton Police Department will assign one (1) police officer to be a member of the task force. The Department will receive a reimbursement of accrued overtime worked related to task force activities. The agreement will be in effect once signed by a law enforcement participant agency. Participating agencies may withdraw their participation after providing 30 days advanced written notice to the HSI Special Agent in Charge of the task force. RECOMMENDATION Staff recommends approval of this ordinance. ESTIMATED SCHEDULE OF PROJECT December 7, 2020 through September 30, 2021 City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 107 PRIOR ACTION/REVIEW (Council, Boards, Commissions) None FISCAL INFORMATION The Department will receive a reimbursement of accrued overtime worked related to task force activities. EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Ordinance and MOU – HSI Task Force Respectfully submitted: Frank Dixon Chief of Police Prepared by: Frank Padgett Deputy Chief 108 ORDINANCE NO. _____ _ AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE A MEMORANDUM OF UNDERSTANDING WITH THE UNITED STATES DEPARTMENT OF HOMELAND SECURITY, IMMIGRATION AND CUSTOMS HOMELAND SECURITY INVESTIGATIONS FOR THE PARTICIPATION OF THE DENTON POLICE DEPARTMENT IN THE HOMELAND SECURITY INVESTIGATIONS CHILD EXPLOITATION GROUP FOR FISCAL YEAR 2020 AND FISCAL 2021; FOR THE INVESTIGATING OF CRIMES AGAINST CHILDREN INCLUDING INTERNET CRIMES; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton ("City") and the United States Department of Homeland Security Homeland Security Investigations desire to enter into this Agreement to provide for a coordinated approach to investigate, arrest and prosecute offenders who commit crimes that exploit children; and WHEREAS, as the attached United States Department of Homeland Security Homeland Security Investigations (HSI)-Memorandum of Agreement ("MOU") provides for the assignment of one or more officers to the HSI Child Exploitation Group ('1task force"), one (1) police officer of the City of Denton Police Department will be made available for taking assignments and participating in the task force, for purposes of reducing crimes against children; and WHEREAS, City of Denton Police officers assigned to the task force may be required to travel outside of the jurisdiction in furtherance of task force operation, HSI will provide reimbursement for travel expenses of assigned officers; and WHEREAS, HSI may receive Asset Forfeiture funding from its operations; and provided it does, HSI will provide reimbursement to the City, subject to availability of such funds, to provide resources, including but not limited to equipment, travel funds, office space and supplies, training to officers assigned to the task force, and other items necessary to support the activities of HSI and its task force; and WHEREAS, the City of Denton Council finds that this Agreement is in the best interests for the safety of the citizens of the City of Denton, and that a valid governmental public purpose would be served by entering into the Agreement; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1: The fmdings and recitations contained in the preamble of this Ordinance are incorporated herein by reference. SECTION 2: The City Manager, or his designee, is hereby authorized to execute on behalf of the City of Denton the MOU, which is hereby approved and attached hereto as Exhibit "A, n made a part hereof by reference, providing for the assignment of one or more officers of City of Denton Police Department to the United States Homeland Security Investigations Child Exploitation Group Task Force to curtail crimes against children. 109 SECTION 3. That 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: Birdia Johnson, 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 ______ ____..J 2020. CHRIS WATTS, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: ---------------------------- APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY 110 "EXHIBIT A" MEMORANDUM OF UNDERSTANDING between U.S. IMMIGRATION AND CUSTOMS ENFORCEMENT HOMELAND SECURITY INVESTIGATIONS and Denton Police Department regarding THE DESIGNATIONOF Denton Police Department AS CUSTOMS OFFICERS (EXCEPTED) EMPLOYEES 1. PARTIES. The Parties to this Memorandum of Understanding (MOU) are U.S. Immigration and Customs Enforcement (ICE) Homeland Security Investigations (HSI) and Denton Police Department 2. AUTHORITY. Title 19, United States Code (U.S.C.), Section 1401(i); 19 U.S.C. § 1589a. This MOU is also authorized under the provisions of Texas Code of Criminal Procedures, Chapter 1701, Occupation. 3. PURPOSE. The Parties agree that effective enforcement of the laws relating to HSI jurisdiction requires close cooperation and coordination between the two Parties. The Parties have therefore entered into this MOU to govern the use of HSI designations by certain employees of Denton Police Department. Pursuant to section 401{i), Tariff Act of 1930, as amended (19 U.S.C. § 1401(i)), the Secretary of Homeland Security is authorized to designate persons as Customs Officers (Excepted) to perform the duties of a Customs Officer. Within ICE, this authority has been delegated to the HSI SpeciaiAgents in Charge. Pursuant to 19 U.S.C. § 1589a, customs officers are authorized to enforce the full range of federal offenses. However, in designating Customs Officers (Excepted), HS/ is not conveying the authority to enforce administrative violations of immigration law. There may be instances when HIS determines that it is desirable for certain sworn law enforcement employees of Denton Police Department to perform certain HSI duties. This MOU sets forth the agreement and relationship between the Parties with respect to this determination. 4. RESPONSIBILITIES. The Parties agree as follows: HSI agrees to· a. Designate certain employees of Denton Police Department as Customs Officers (Excepted), without ICE Form 73-002 (5/14) Page I of3 111 without additional compensation, to perform the duties as noted on the "Designation, Customs Officer (Excepted)-Title 19 Task Force Office(' (ICE Form 73-001). This form is attached and is hereby made part of this MOU; b. Issue a "Designation, Customs Officer (Excepted) -Title 19 Task Force Officer" (ICE Form 73-001) to each qualified and designated employee; c . Provide appropriate training in laws, policies, and procedures to each designated employee; d. Advise the designated Customs Officers (Excepted) about court proceedings concerning seizures or arrests made by them in accordance with the authorities granted by HIS contemplated under this MOU; and e. Process, under appropriate regulations, any injury claim submitted as a result of injuries occurring to the designated Customs Officers (Excepted) while such individuals are acting pursuant to this MOU, for compensation under the Federal Employee Workers Compensation Act (5 U.S. C .§ 8101, et seq.). Denton Police Police agrees: a. That only sworn law enforcement officers of Denton Police Department who successfully complete the appropriate HSI Task Force Officer cross-designation Training Course and receive an approved "Designation, Customs Officer (Excepted) -Title 19 Task Force Officer" (ICE Form 73-001) will be designated as Customs Officers (Excepted); b. That each law enforcement officer will be bound by the Authorities Granted and the Endorsements and Restrictions as noted on the "Designation , Customs Officer (Excepted)-Title 19 Task Force Officer" (ICE Form 73-001); c . To advise HSI of each court proceeding in which the validity of a Customs Officers (Excepted) enforcement authority becomes an issue, and allow HSI to provide legal memoranda or other assistance as deemed necessary by HSI; d. That agency employees designated as Customs Officers {Excepted) will follow HSI directives and instructions when utilizing enforcement authority conveyed by HSI; e. To provide to HSl before designation of each officer and on an ongoing basis, any derogatory information, or information that may call into question the officer's truthfulness or ability to testify in court; and f To return all HSI-issued equipment and identification when a cross-designated officer terminates employment or when his or her cross-designation expires. Both Parties ag ree: a. That any abuse of HSI cross-designation authority may lead to the revocation of such cross-designations by HSI; and b. To schedule periodic meetings to review this MOU, as required. 5. REPORTING AND DOCUMENTATION. HSISAC offices will maintain the original signed "Designation, Customs Officer (Excepted)-Title 19 Task Force Officer• (ICE Form 73-001). Copies of this form will be held by the Contraband Smuggling Unit at HSI Headquarters, the designated Customs Officer (Excepted), and Denton Police Department ICE Fonn 73-002 (51 14) Page 2 of3 112 If applicable, the HSI office will maintain documentation of designated Customs Officers (Excepted) approved to use HSI vehicles and certification that the designated Customs Officers (Excepted) have completed the ICE Fleet Card Training in Virtual University and any other fleet related training. 6. POINTS OF CONTACT. HSI Dallas, Texas Name: Matthew Wright Title: Assistant Special Agent in Charge Address: 125 E. John Carpenter Freeway, Suite 800, Irving TX Telephone Number: 972-444-7333 Fax Number: 972-444-7461 Denton Police Department Name: Frank Padgett Title: Deputy Chief Address: 601 E. Hickory, Suite E, Denton, TX Telephone Number: 901-349-7906 Fax Number: 940-349-7966 E-mail Address: Matt.E.Wright@ice.dhs.gov E-maiiAddress: Frank.Padgett@cityofdenton.com 7. OTHER PROVISIONS. This MOU is an internal agreement between the Parties and does not confer any rights, privileges, or benefits to any other party or the public. Nothing in this MOU is intended to conflict with current laws, regulations, or policies of either Party. If a term of this MOU is inconsistent with such authority, that term shall be invalid, but the remaining terms and conditions of this MOU shall remain in full force and effect. Nothing in this MOU is intended or shall be construed to require the obligation, appropriation, or expenditure of any money from the U.S. Treasury in violation of the Anti-Deficiency Act. 31 U .S. C.§§ 1341-1519. The forms and authorities referenced herein may be renamed or replaced by HSI without prejudice to this MOU. 8. EFFECTIVE DATE. The terms of this MOU will become effective on the date the last Party signs the MOU. The Designation Fonm of each Customs Officer (Excepted) is effective per the date on that document 9. MODIFICATION. This MOU may be amended by the written concurrence of both Parties. 10. TERMINATION. This MOU may be terminated by either Party upon a 30-day written notification to the other Party. Ryan L. Spradlin Special Agent in Charge Homeland Security Investigations ICE Form 73-002 (5/1 4) Date Frank Dixon Chief of Police Denton Police Department Date Page 3 of3 113 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-2259,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,Texas,authorizing the City Manager,or his designee,to execute a Memorandum of Understanding with Immigration and Customs Enforcement Homeland Security Investigations (HSI),for the purpose of the reimbursement of certain costs incurred by the Denton Police Department in providing resources to the HSI Child Exploitation Group (Task Force)for the Investigating of Crimes Against Children including Internet Crimes for Fiscal Year 2020 and Fiscal 2021;and providing an effective date. City of Denton Printed on 12/3/2020Page 1 of 1 powered by Legistar™114 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Police Department CM/ DCM/ ACM: Todd Hileman DATE: December 7, 2020 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas, authorizing the City Manager, or his designee, to execute a Memorandum of Understanding with Immigration and Customs Enforcement Homeland Security Investigations (HSI), for the purpose of the reimbursement of certain costs incurred by the Denton Police Department in providing resources to the HSI Child Exploitation Group (Task Force) for the Investigating of Crimes Against Children including Internet Crimes for Fiscal Year 2020 and Fiscal 2021; and providing an effective date. BACKGROUND The United States Department of Homeland Security has requested the assistance of the Denton Police Department in implementing a strategic enforcement initiative, as part of the Homeland Security Investigations Child Exploitation Group for Fiscal Year 2020 and Fiscal Year 2021. The primary mission of the task force is to investigate and arrest as part of joint law enforcement operations, persons who have engaged in the exploitation of children, including but not limited to the possession and transfer of child pornography or the solicitation of minors via the Internet. The intent of the multijurisdictional task force is to investigate and apprehend local, state and federal offenders, thereby improving public safety and reducing the exploitation of children. The Denton Police Department will assign one (1) police officer to be a member of the task force. The Department will receive a reimbursement of accrued overtime worked related to task force activities. The agreement will be in effect once signed by a law enforcement participant agency. Participating agencies may withdraw their participation after providing 30 days advanced written notice to the HSI Special Agent in Charge of the task force. RECOMMENDATION Staff recommends approval of this ordinance. ESTIMATED SCHEDULE OF PROJECT December 7, 2020 through September 30, 2021. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 115 PRIOR ACTION/REVIEW (Council, Boards, Commissions) None FISCAL INFORMATION The Department will receive a reimbursement of accrued overtime worked related to task force activities. EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Ordinance and MOU – HSI Reimbursement Respectfully submitted: Frank Dixon Chief of Police Prepared by: Frank Padgett Deputy Chief 116 ORDINANCE NO. _____ _ AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE A MEMORANDUM OF UNDERSTANDING WITH IMMIGRATION AND CUSTOMS ENFORCEMENT HOMELAND SECURITY INVESTIGATIONS (HSI), FOR THE PURPOSE OF THE REIMBURSEMENT OF CERTAIN COSTS INCURRED BY THE DENTON POLICE DEPARTMENT IN PROVIDING RESOURCES TO THE HSI CHILD EXPLOITATION GROUP (TASK FORCE) FOR THE INVESTIGATING OF CRIMES AGAINST CHILDREN INCLUDING INTERNET CRIMES FOR FISCAL YEAR 2020 AND FISCAL 2021; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton ("City") and the United States Department of Homeland Security, Immigration and Customs Enforcement, Homeland Security Investigations (HSI) desire to enter into this Agreement to provide for the reimbursement of costs incurred, such as overtime, training, and equipment by the Denton Police Department in relation to the assignment of one (1) police officer to the task force; and WHEREAS, HSI will, subject to availability of required funding, reimburse the City of Denton Police Department for overtime payments made to Officers assigned to and working on Task Force; and WHEREAS, City of Denton Police department will assign officers assigned to the task force may be required to travel outside of the jurisdiction in furtherance of task force operation, HSI will provide reimbursement for travel expenses of assigned officers; and WHEREAS, HSI may receive Asset Forfeiture funding from its operations; and provided it does, HSI will provide reimbursement to the City, subject to availability of such funds, to provide resources, including but not limited to equipment, travel funds, training to officers assigned to the task force, and other items necessary to support the activities of HSI and its task force; and WHEREAS, the City of Denton Council finds that this Agreement is in the best interests for the safety of the citizens of the City of Denton, and that a valid governmental public purpose would be served by entering into the Agreement; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1: The findings and recitations contained in the preamble of this Ordinance are incorporated herein by reference. SECTION 2: The City Manager~ or his designee, is hereby authorized to execute on behalf of the City of Denton the MOU, which is hereby approved and attached hereto as Exhibit "A" made a part hereof by reference, providing for reimbursement of certain costs incurred by the Denton Police Department in providing resources to the HSI child exploitation group (task force). 117 SECTION 3. That 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: Birdia Johnson, 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:a~a 118 "EXHIBIT A" l\1EMORANDUM OF UNDERSTANDING (MOU) BETWEEN IMMIGRATION AND CUSTOMS ENFORCEMENT AND DENTONPOLICE DEPARTMENTFOR THE REIMBURSEMENT OF JOINT OPERATIONS EXPENSES FROM THE TREASURY FORFEITURE FUND This Agreement is entered into by the Denton Police Department and Immigration and Customs Enforcement (ICE), Homeland Security Investigations (HSI), Office of the Special Agent in Charge (SAC) Dallas (hereinafter referred to as HSI Dallas) for the purpose of the reimbursement of costs incurred by the Denton Police Department in providing resources to joint operations/task forces. Payments may be made to the extent they are included in the ICE Fiscal Year Plan, and the money is available within the Treasury Forfeiture Fund to satisfy the request(s) for the reimbursement of overtime expenses and other law enforcement expensesrelated to joint operations. I. LIFE OF THIS AGREEMENT This Agreement becomes effective on the date it is signed by both parties. It remains in force unless explicitly terminated, in writing, by either party. II. AUTHORITY This Agreement is established pursuant to the provisions of 31 USC 9703, the Treasury Forfeiture Fund Act of 1992, which provides for the reimbursement of certain expenses incurred by local, county, and state law enforcement agencies as participants of joint operations/task forces with a federal agency pruticipating in the Treasury Forfeiture Fund. III. PURPOSE OF TillS AGREEMENT This Agreement establishes the responsibilities of both parties and the procedures for the reimbursement of certain overtime expenses and other law enforcement expenses pursuant to 31 USC 9703. IV. APPLICABILITY OF THIS AGREEMENT This agreement is valid for all joint investigations led by HSI Dallas, with the participation of the Denton Police Department, and until terminated, in writing, by either party. V. TERMS, CONDITIONS, AND PROCEDURES A. Assignment of Officer(s) To the maximum extent possible, the Denton Police Department shall assign dedicated officers to any investigation or joint operation. Included as part of this Agreement, the Denton Police Department shall provide the HSl Dallas with the names, titles, four last digits of SSNs, badge or ID numbers, and hourly overtime wages of the officer(s) assigned to the joint operation. This information must be updated as necessary. B. Submission of Requests for Reimbursement (Invoices) and Supporting Documentation ICE Form 73-002 (5/14) Page I of3 119 l . The Denton Police Department may request the reimbursement of overtime salary expenses directly related to work on a joint operation with HSI Dallas, performed by its officer(s) assigned to tills joint operation. In addition, the Denton Police Department may request reimbursement of other investigative expenses, such as travel, fuel, training, equipment and other similar costs, incurred by officer(s) assigned as members of the designated joint operations with the HSI Dallas. The Denton Police Department may not request the reimbursement of the same expenses from any other Federal law enforcement agencies that may also be participating in the investigation. 2. Reimbursement payments will not be made by check. To receive reimbursement payments, the Denton Police Department must ensure that Customs and Border Protection, National Finance Center (CBPINFC) has a current ACH Form on file with the agency's bank account information, for the purposes of Electronic Funds Transfer. The ACH Form must be sent to the following address: CBP National Finance Center Attn: Forfeiture Fund 6650 Telecom Dr. INDIANAPOLIS, IN 46278 If any changes occur in the law enforcement agency's bank account information, a new ACH Form must be filled out and sent to the CBP/NFC as soon as possible. 3. In order to receive the reimbursement of officers' overtime and other expenses related to joint operations, the Denton Police Department must submit to HSI Dallas the TEOAF Form "Local, County, and State Law EnforcementAgency Request for Reimbursement of Joint Operations Expenses (Invoice)", signed by an authorized representative of that agency and accompanied by supporting documents such as copies of time sheets and receipts. 4. The Denton Police Depru.tmentremains fully responsible, as the employer of the officer(s) assigned to the investigation, for the payment of overtime salaries and related benefits such as tax withholdings, insurance coverage, and all other requirements under the law, regulation, ordinance, or contract, regardless of the reimbursable overtime charges incurred. Treasury Forfeiture Fund reimburses overtime salaries. Benefits are not reimbursable. 5. The maximum reimbursement entitlement for overtime worked on behalf of the joint investigation is set at $15,000 per officer per year. 6. The Denton Police Department will submit all requests for the reimbursement of joint operations' expenses to HSI Dallas, at the following address:125 East John Carpenter Freeway Suite 750, Attn: Elizabeth Young, Ph.: 972-444-7370. VI. PROGRAM AUDIT This Agreement and its provisions are subject to audit by ICE, the Department of the Treasury Office of Inspector General, the General Accounting Office, and other government designated auditors. The Denton Police Department agrees to permit such audits and agrees to maintain all records relating to these transactions for a period not less than three years; and in the event of an on-going audit, until the audit is completed. These audits may include reviews of any and all records, documents, reports, accounts, invoices, receipts of expenditures related to this agreement, as well as interviews of any and all personnel involved in these transactions. ICE Form 73·002 (5114) Page 2 of 3 120 Vll. REVISIONS The terms of this Agreement may be amended upon the written approval by both parties. The revision becomes effective on the date of approval. VIII. NO PRIVATE RJGHT CREATED This is an internal government agreement between the HSI Dallas and the Denton Police Department and is not intended to confer any right or benefit to any private person or party. Signatures: Ryan L. Spradlin Special Agent in Charge Homeland Security Investigations Immigration and Customs Enforcement Date: ICE Form 73-002 (5/14) Frank Dixon Chief of Police Denton Police Department Date: Page3 of3 121 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-2269,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,authorizing the City Manager,or his designee,to execute an agreement with the United States Department of Justice,Drug Enforcement Administration (DEA) for the participation of the Denton Police Department in the Dallas Field Division Enforcement Group 1 (Dallas)task force for Fiscal Year 2021;for the purpose of curtailing illicit drug trafficking and conducting investigations to immobilize drug trafficking violators; and providing an effective date. City of Denton Printed on 12/3/2020Page 1 of 1 powered by Legistar™122 City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: POLICE CM/ DCM/ ACM: Todd Hileman DATE: December 7, 2020 SUBJECT Consider adoption of an ordinance of the City of Denton, authorizing the City Manager, or his designee, to execute an agreement with the United States Department of Justice, Drug Enforcement Administration (DEA) for the participation of the Denton Police Department in the Dallas Field Division Enforcement Group 1 (Dallas) task force for Fiscal Year 2021; for the purpose of curtailing illicit drug trafficking and conducting investigations to immobilize drug trafficking violators; and providing an effective date. BACKGROUND The United States Drug Enforcement Administration (DEA) has requested the assistance of the Denton Police Department in implementing a strategic enforcement initiative, as part of the Dallas Field Division Enforcement Group 1 (Dallas) Task Force for Fiscal Year 2021. The primary mission of the multi- jurisdictional task force is to identify, disrupt, and dismantle the most serious drug trafficking and money laundering operating in the Dallas area. The Denton Police Department will assign one police officer to be a member of the strategic enforcement initiative. The Department will receive a reimbursement of accrued overtime worked related to task force activities. The agreement will be valid from October 1, 2020 to September 30, 2021. RECOMMENDATION Staff recommends approval of this ordinance ESTIMATED SCHEDULE OF PROJECT October 1, 2020 through September 30, 2021 PRIOR ACTION/REVIEW (Council, Boards, Commissions) City of Denton Ordinance 19-2034 was passed and approved on September 17, 2019 City of Denton Ordinance 18-1448 was passed and approved on September 18, 2018 FISCAL INFORMATION 310102.6194.0007 123 EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Ordinance and Agreement - DEA Task Force Respectfully submitted: Frank Dixon Chief of Police Prepared by: Shanika Mayo Assistant Director 124 ORDINANCE NO. _______________ AN ORDINANCE OF THE CITY OF DENTON, AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE AN AGREEMENT WITH THE UNITED STATES DEPARTMENT OF JUSTICE, DRUG ENFORCEMENT ADMINISTRATION (DEA) FOR THE PARTICIPATION OF THE DENTON POLICE DEPARTMENT IN THE DALLAS FIELD DIVISION ENFORCEMENT GROUP 1 (DALLAS) TASK FORCE FOR FISCAL YEAR 2021; FOR THE PURPOSE OF CURTAILING ILLICIT DRUG TRAFFICKING AND CONDUCTING INVESTIGATIONS TO IMMOBILIZE DRUG TRAFFICKING VIOLATORS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton (“City”) and the United States Department of Justice, Drug Enforcement Administration (“DEA”) desire to enter into this Agreement to provide for a coordinated approach to curtail illicit drug trafficking and conduct drug trafficking investigations to immobilize violators engaging in illegal drug activities; WHEREAS, DEA will appropriate funds and provide reimbursement to the City, subject to availability of its annual funds or any continuing resolution thereof, to provide resources, including but not limited to equipment, travel funds, office space and supplies, training to officers assigned to the task force, and other items necessary to support the activities of DEA and its task force; WHEREAS, the attached Agreement provides that one or more officers of the City of Denton Police Department will be assigned to the Dallas Field Division Enforcement Group 1 (Dallas) Task Force for the purposes of disrupting illicit drug trafficking in Denton and other surrounding areas; and WHEREAS, the City of Denton Council finds that this Agreement is in the best interests for the safety of the citizens of the City of Denton, and that a valid governmental public purpose would be served by entering into the Agreement; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1: The findings and recitations contained in the preamble of this Ordinance are incorporated herein by reference. SECTION 2: The City Manager, or his designee, is hereby authorized to execute on behalf of the City of Denton the Agreement, which is hereby approved and attached hereto as Exhibit “A ,” made a part hereof by reference, providing for the assignment of one or more officers of City of Denton Police Department to the Dallas Field Division Area Task Force to curtail illicit drug trafficking and conduct drug trafficking investigations to immobilize violators engaging in illegal drug activities. SECTION 3: That this Ordinance shall become effective immediately upon its passage and approval. 125 126 2021 PROVISIONAL STATE AND LOCAL TASK FORCE AGREEMENT DALLAS FIELD DIVISION ENFORCEMENT GROUP 1 (DALLAS) DENTON POLICE DEPARTMENT This agreement is made this 1st day of October, 2020, between the United States Department of Justice, Drug Enforcement Administration (hereinafter "DEA"), and the City of Denton Police Department ORI#TX0610200 (hereinafter "Denton PD"). The DEA is authorized to enter into this cooperative agreement concerning the use and abuse of controlled substances under the provisions of 21 U.S.C. § 873. WHEREAS there is evidence that trafficking in narcotics and dangerous drugs exists in the North Texas area and that such illegal activity has substantial and detrimental effect on the health and general welface of the people of North Texas, the parties hereto agree to the following: 1. The Enforcement Group 1 (Dallas) Task Force will perform the activities and duties described below: a. disrupt the illicit drug traffic in the area by immobilizing targeted violators and trafficking organizations; b. gather and report intelligence data relating to trafficking in narcotics and dangerous drugs; and c. conduct undercover operations where appropriate and engage in other traditional methods of investigation in order that the Task Force's activities will result in effective prosecution before the courts of the United States and the State of Texas. 2. To accomplish the objectives of the Enforcement Group 1 (Dallas) Task Force, the Denton PD agrees to detail one (1) experienced officer to the Enforcement Group 1 (Dallas) Task Force for a period of not less than two years. During this period of assignment, the Denton PD officer will be under the direct supervision and control of DEA supervisory personnel assigned to the Task Force. 3. The Denton PD officer assigned to the Task Force shall adhere to DEA policies and procedures. Failure to adhere to DEA policies and procedures shall be grounds for dismissal from the Task Force. 4. The Denton PD officer assifned to the Task Force shall be deputized as a Task Force Officer of DEA pursuant to 21 U.S.C. Section 878. 5. To accomplish the objectives of the Enforcement Group 1 (Dallas) Task Force, DEA will assign six (6) Special Agents to the Task Force. DEA will also, subject to the availability of annually appropriated funds or any continuing resolution thereof, provide necessary funds and equipment to support the activities of the DEA Special Agents and officers assigned to the Task Force. This support will include: office space, office supplies, travel 127 funds, funds for the purchase of evidence and information, investigative equipment, training, and other support items. 6. The Denton PD shall comply with Title VII of the Civil Rights Act of 1964, Section 504 of the Rehabilitation Act of 1973, the Age Discrimination Act of 1975, as amended, and all requirements imposed by or pursuant to the regulations of the United States Department of Justice implementing those laws, 28 C.F.R. Part 42, Subparts C, F, G, H and I. 7. The term of this agreement shall be effective from October 1, 2020 until September 30, 2021. This agreement may be terminated by either party on thirty days' advance written notice. Billing for all outstanding obligations must be received by DEA within 90 days of the date of termination of this agreement. DEA will be responsible only for obligations incurred by the City during the term of this agreement. For the Drug Enforcement Administration: Date: _________________ Eduardo A. Chavez Special Agent in Charge For the Denton Police Department: Date: ________________ Frank R. Dixon Chief of Police Denton Police Department 128 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-2270,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton authorizing the City Manager,or his designee,to execute a Memorandum of Understanding with the United States Department of Justice,DOJ,for participation in the Federal Equitable Sharing Program for Fiscal Year 2021; and providing an effective date. City of Denton Printed on 12/3/2020Page 1 of 1 powered by Legistar™129 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Denton Police Department CM/ DCM/ ACM: Todd Hileman DATE: December 7, 2020 SUBJECT Consider adoption of an ordinance of the City of Denton authorizing the City Manager, or his designee, to execute a Memorandum of Understanding with the United States Department of Justice, DOJ, for participation in the Federal Equitable Sharing Program for Fiscal Year 2021; and providing an effective date. BACKGROUND The Denton Police Department is routinely asked to participate in various federal and state law enforcement investigation task forces and receives an “Equitable Share” based upon their contribution. Each task force investigation is usually confidential and the officers assigned are generally undercover. Participating agencies, as part of the Equitable Sharing Agreement, are required to account separately for federal equitable sharing funds received. The approved percentage is contingent upon the availability of federal and state funds as well as direct participation of DPD officers and other resources committed. The forfeiture dispositions are shared among participating agencies and vary for each seizure. DPD is one of many local participating law enforcement agencies awarded funds from federal and state asset forfeitures. Each task force agreement specifies the nature, time period and maximum amount received the City may receive and must be signed by an authorized official of the City. Approval of this item will insure all equitable sharing funds are authorized to be deposited. RECOMMENDATION Staff recommends approval of this ordinance ESTIMATED SCHEDULE OF PROJECT October 1, 2020 through September 30, 2021 PRIOR ACTION/REVIEW (Council, Boards, Commissions) City of Denton Ordinance 19-2033 was passed and approved on September 17, 2019 City of Denton Ordinance 18-1914 was passed and approved on November 27, 2018 City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 130 FISCAL INFORMATION Allocated funds received from the Federal Equitable Sharing Program will be deposited in the Police Confiscation Fund 3090.5943.0002 EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Ordinance & Memorandum of Understanding Respectfully submitted: Frank Dixon Chief of Police Prepared by: Shanika Mayo Assistant Director 131 Page 1 ORDINANCE NO. ___________ AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE A MEMORANDUM OF UNDERSTANDING WITH THE UNITED STATES DEPARTMENT OF JUSTICE, DOJ, FOR PARTICIPATION IN THE FEDERAL EQUITABLE SHARING PROGRAM FOR FISCAL YEAR 2021; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Denton authorized the City Manager, or his designee, to enter into a Memorandum of Understanding with the United States Department of Justice for participation in the Federal Equitable Sharing Program for fiscal year 2020 (Ordinance No. 19-2033); and the City Manager executed said Agreement with the United States Department of Justice on September 17, 2019, and WHEREAS, the City of Denton and the United States Department of Justice mutually desire to enter into a Memorandum of Understanding (“MOU”) for fiscal year 2021 governing the equitable sharing requests of the Enforcement Group 1 (Dallas) Task Force and participation in the DOJ’s Equitable Sharing Program. WHEREAS, the City desires to assign one (1) deputized Denton Police Officer to the Task Force; WHEREAS, the City will receive an equitable prearranged sharing percentage based on the City of Denton Police Department’s overall contributions, including its law enforcement efforts resulting in federal forfeiture of assets and its investigative, financial, and administrative contributions to the Task Force, as described in this MOU; and WHEREAS, the City Council finds that this MOU is in the best interests for the safety of the citizens of the City of Denton, and that a valid governmental public purpose would be served by entering into the Agreement; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this Ordinance are incorporated herein by reference. SECTION 2. The City Manager, or his designee, is hereby authorized to execute the attached MOU with the United States Department of Justice for the participation of the City’s Police Department in the Federal Equitable Sharing Program for fiscal year 2021, which is attached hereto as Exhibit “A,” made a part hereof by reference, and is hereby approved. 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 [___ - ___]: 132 133 FY 2021 Asset Forfeiture Sharing Agreement Enforcement Group 1 (Dallas) Denton Police Department The U.S. Department of Justice, 2018 Joint Guide to Equitable Sharing for State and Local Law Enforcement, governs this Agreement. The State and Local Law Enforcement members (the “Participants”), of the DEA Enforcement Group 1 (Dallas) Task Force (the “Task Force”), hereby agree to the following terms and conditions of this Memorandum of Understanding (“MOU”) governing the Task Force’s equitable sharing requests and participation in the United States Department of Justice (“DOJ”) Equitable Sharing Program. The following are the Task Force Participants and their contribution to the Task Force:  Denton PD/One (1) Task Force Officer assigned to the Task Force  McKinney PD/ One (1) Task Force Officer assigned to the Task Force  Mesquite PD/ One (1) Task Force Officer assigned to the Task Force  Rowlett PD/ One (1) Task Force Officer assigned to the Task Force Participants acknowledge that equitable sharing is at the discretion of the Attorney General and not guaranteed in any case. Participants acknowledge that sharing will not be awarded in a case if victims have not been fully compensated. State and Local government entities can be considered victims. Participants acknowledge that the DOJ Money Laundering and Asset Recovery Section (MLARS) will be the sole decider for 100% property requests. Sharing percentages shall be based upon the following formula: Agencies with one or more full time deputized Task Force Officers (TFOs) assigned to the Task Force will receive an equitable, prearranged sharing percentage that fairly reflects the overall agencies’ investigative, financial, or administrative contributions to the task force and/or the agencies’ efforts resulting in federal forfeiture of the asset, including accounting for any participation by a federal agency. The maximum amount available for sharing is currently 80 percent of the asset value minus expenses related to the seizure, and minus any percentages allotted for agencies not a part or recently added to this Sharing Agreement who have also participated quantitatively or qualitatively in the asset seizure. The new minimum sharing amount is $500. Sharing is not automatically 80 percent. The actual sharing amount allocated to participating agencies may be impacted by numerous factors. The sharing percentages awarded to State and Local Law Enforcement agencies’ is based on qualitative and quantitative contributions, and is no longer deducted from the 20% federal share. Participants understand that if a non-MOU member receives an equitable share based upon their contribution, then the MOU Participants’ shares shall be reduced proportionately (e.g., if non- MOU agency receives 10% based upon their contribution, then the MOU Participants’ percentages shall be based upon 90% of the maximum amount available for sharing). 134 Participants further understand that additional adjustments may be necessary so to ensure that DOJ receives a minimum of 20%. Participants further understand that the federal decision-makers, including DEA, on each equitable sharing request retain discretion to modify percentages as deemed appropriate based on the facts and circumstances in each case. The additional and/or departure of Participant agencies and personnel shall not require renewal of this Sharing Agreement. Rather, the equitable, prearranged sharing percentages shall continue to fairly reflect Participant agencies investigative, financial, or administrative contributions to the task force and/or the agencies’ efforts resulting in federal forfeiture of the asset. This Sharing Agreement shall remain in force upon the addition or departure of law enforcement agencies in the DEA Enforcement Group 1 (Dallas). This agreement shall be reviewed annually at the time each agency completes the State and Local Task Force Agreement with DEA for the coming Fiscal Year. Termination shall be by mutual consent in writing by all Task Force Participants or by the withdrawal of DEA, (the latter upon 30 days advance written notice to all current Task Force Participants). _________________________________ ______________________ Eduardo A. Chavez Date Special Agent in Charge Dallas Field Division __________________________________ _______________________ Frank R. Dixon Date Chief of Police Denton Police Department 135 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-2389,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,a Texas home-rule municipal corporation,authorizing the City Manager to execute a contract through the Department of Information Resources (DIR)Cooperative Purchasing Network Contract Number DIR-TSO-3890 for technology-based conferencing products and services,and DIR-TSO-3922 for law enforcement products,and DIR-TSO-4247 for data storage,data communication products,and networking equipment for building maintenance and repair supplies;providing for the expenditure of funds therefor;and providing an effective date (File 7363 -awarded to Anixter,Inc.,in the five (5) year not-to-exceed amount of $200,000.00). City of Denton Printed on 12/3/2020Page 1 of 1 powered by Legistar™136 City of Denton AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance ACM: David Gaines DATE: December 7, 2020 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract through the Department of Information Resources (DIR) Cooperative Purchasing Network Contract Number DIR-TSO-3890 for technology-based conferencing products and services, and DIR-TSO-3922 for law enforcement products, and DIR-TSO-4247 for data storage, data communication products, and networking equipment for building maintenance and repair supplies; providing for the expenditure of funds therefor; and providing an effective date (File 7363 – awarded to Anixter, Inc., in the five (5) year not-to-exceed amount of $200,000.00). INFORMATION/BACKGROUND The City of Denton frequently uses technology-based conferencing products and services, law enforcement products, and data communication products for a number of projects completed by: Technology Services, Denton Municipal Electric, the Distribution Center, and various other departments. The Department of Information Resources (DIR) Cooperative Purchasing Network establishes competitively bid contracts that can be utilized by the State and other government agencies through a cooperative agreement. Cooperative agreements save taxpayer dollars by leveraging the State’s volume- buying power to drive down costs on hundreds of contracts through a streamlined cooperative purchasing program. Based on a historical spend and future projections the recommended not to exceed (NTE) for this contract is $200,000 for a total potential five (5) year contract. Pricing obtained through the Department of Information Resources (DIR) Cooperative Purchasing Network has been competitively bid and meets the statutory requirements of Texas Local Government Code 271.102. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On January 28, 2020, Council approved the interlocal agreement with the Department of Information Resources Purchasing Network (Ordinance 20-196). RECOMMENDATION Award a contract with Anixter, Inc., for technology-based conferencing products and services, law enforcement products, data storage, data communication products, and networking equipment, and building maintenance and repair supplies, in a five (5) year not-to-exceed amount of $200,000. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 137 PRINCIPAL PLACE OF BUSINESS Anixter, Inc. Glenview, IL ESTIMATED SCHEDULE OF PROJECT This is a five (5) year contract. FISCAL INFORMATION These products and services will be funded through the using department’s budget on an as-needed basis. The City will only pay for services rendered and is not obligated to pay the full contract amount unless needed. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Pricing Index to DIR-TSO-3890 Exhibit 3: Pricing Index to DIR-TSO-3922 Exhibit 4: Pricing Index to DIR-TSO-4247 Exhibit 5: Ordinance Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Christine Taylor, 940-349-7889. Legal point of contact: Marcella Lunn at 940-349-8333. 138 ANIXTER, INC., DIR-TSO-3890 Per Amendment Number 1    APPENDIX C PRICING INDEX      PRODUCT MANUFACTURER/BRAND   PRODUCT DESCRIPTION (provide Name, Model and detailed product features)   Discount % off MSRP (2 decimals)   Conferencing Products   ATLONA TEC   AV&AUDIO SWITCHING DEVICES    20.00%    BELDEN    BROADCAST, CATV & PROVIDERS    30.00%    BELDEN    CLASSICS    26.00%    BELDEN    CONNECTIVITY    35.00%    BELDEN    EQUIPMENT, FIBER OPTICS, NEW GEN    NOTE:  PREMISE NOT OFFERED     36.00%    BELDEN    GARRETTCOM    18.00%    BELDEN    LRC    41.00%    BOGEN   SPEAKERS AND AMPLIFIERS    40.00%  BOGEN   AMPLIFIER 100 WATT PA   56.34%   CHIEF   MOUNTS    32.00%    CHIEF   RACKS    48.00%    COMMSCOPE   BROADCAST CABLE    39.00%    DA‐LITE    PROJECTOR SCREENS    32.00%    LEVITON    CABLING PRODUCTS    32.00%   Related Services    RELATED SERVICE NAME SERVICE DESCRIPTION (provide detailed service features)   Unit of Issue   ANIXTER,  INC. DOES  NOT OFFER SERVICES UNDER THIS CONTRACT            Page 1 139 Manufacturer / Brand DIR Customer Discount % off MSRP * AMER FIBERTEK 38.00% AMER POWER CONVERSION (Excludes Services)35.00% Great Lakes Case & Cabinet 22.00% JDSU (Excludes: Accessories, Services & Custom Items)13.75% KLEIN 36.00% LEVITON 36.25% NVT 38.00% ProLabs 35.00% SERVERTECH 1.00% SIEMON 39.00% STAY ONLINE 5.00% TAMRON 44.00% VIKING ELECTRONICS 46.00% DIR-TSO-3922 Appendix C Pricing Index Anixter Inc. (Per Amendment 4) 140 Brand DIR Customer Discount % off MSRP Accurate Connections 25.00% Aiphone 40.00% Anixter 50.00% APC 35.00% Axis 7.00% Belden - CATV COAX 30.00% Belden - CLASSICS 41.00% Belden - INDUSTRIAL 28.00% Belden - NEW GEN 36.00% Belden - PREMISE 36.00% Berk-Tek 41.00% B-Line 16.00% Blonder Tongue 6.00% Bogen 40.00% Brother In 7.00% Cablofil 15.00% Chatsworth 32.00% CommScope 37.00% Comnet 35.00% Compulink 37.00% Corning-C 27.25% CS-UNIPRIS 37.00% D-LINK 5.00% Eaton 36.00% Fluke 8.00% GENERAL CABLE 38.00% Greenlee 11.00% HID GLOBAL 38.00% HIRSCHMANN 26.00% HOFFMAN 18.00% ITW Linx 20.00% LCN CLOSER 44.00% MIDDLE ATLANTIC 49.00% NetAlley 9.00% NETSCOUT 9.00% ORTRONICS 34.00% Panduit - Wiring Accessories 27.00% Panduit - Cable Ties 27.00% Panduit - Racks & Cable Management 25.00% Panduit - Cable Channel 35.00% Anixter, Inc. DIR-TSO-4247 Appendix C Pricing Index Amendment 3 DocuSign Envelope ID: EDF5BF23-8001-42CF-8B50-5E5E80B2B243 141 Brand DIR Customer Discount % off MSRP Pelco 37.00% Quiktron - Cable Assemblies 20.00% Rairitan 18.00% SENECA DATA 20.00% SERVERTECH 9.00% Stayonline 25.00% SUTTLE 23.00% TALK-A-PHONE 37.00% TELECT 10.00% TIMES MICROWAVE 30.00% Tripp Lite 40.00% VALCOM 36.00% Vertiv (excluding Geist) 30.00% VIAVI (Excluding service & extended warranty) 14.00% WIREMOLD 35.00% DocuSign Envelope ID: EDF5BF23-8001-42CF-8B50-5E5E80B2B243 142 ORDINANCE NO. ___________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT THROUGH THE DEPARTMENT OF INFORMATION RESOURCES (DIR) COOPERATIVE PURCHASING NETWORK CONTRACT NUMBER DIR-TSO-3890 FOR TECHNOLOGY- BASED CONFERENCING PRODUCTS AND SERVICES, AND DIR-TSO-3922 FOR LAW ENFORCEMENT PRODUCTS, AND DIR-TSO-4247 FOR DATA STORAGE, DATA COMMUNICATION PRODUCTS, AND NETWORKING EQUIPMENT FOR BUILDING MAINTENANCE AND REPAIR SUPPLIES; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 7363 – AWARDED TO ANIXTER, INC., IN THE FIVE (5) YEAR NOT-TO-EXCEED AMOUNT OF $200,000.00). WHEREAS, pursuant to Ordinance 20-196, the Department of Information Resources 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 State of Texas Department of Information Services Go Direct Program at less cost than the City would expend if bidding these items individually; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items shown in the “File Number” referenced herein and on file in office of the Purchasing Agent, are hereby accepted and approved as being the lowest responsible bids for such items: FILE NUMBER VENDOR AMOUNT 7363 Anixter, Inc. $200,000.00 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 State of Texas Department of Information Services Go Direct Program 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 State of Texas Department of Information Services Go Direct Program and the purchase orders issued by the City. 143 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 State of Texas Department of Information Services Go Direct Program, 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 State of Texas Department of Information Services Go Direct Program, 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: ______ ______ ______ ______ Birdia Johnson, 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: ______ ______ ______ ______ 144 145 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-2390,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 Professional Services Agreement with Clasp Companies,LLC dba Valley Quest Design,for consulting services and to develop a master plan and design for the Villages of Carmel Property for City of Denton as set forth in the contract;providing for the expenditure of funds therefor; and providing an effective date (RFQ 7410 -Professional Services Agreement for Consulting Services awarded to Clasp Companies, LLC dba Valley Quest Design, in the not-to-exceed amount of $85,900). City of Denton Printed on 12/3/2020Page 1 of 1 powered by Legistar™146 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance ACM: David Gaines DATE: December 7, 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 Professional Services Agreement with Clasp Companies, LLC dba Valley Quest Design, for consulting services and to develop a master plan and design for the Villages of Carmel Property for City of Denton as set forth in the contract; providing for the expenditure of funds therefor; and providing an effective date (RFQ 7410 – Professional Services Agreement for Consulting Services awarded to Clasp Companies, LLC dba Valley Quest Design, in the not-to-exceed amount of $85,900). INFORMATION/BACKGROUND The City purchased a 6.5-acre site in 2018 currently known as Villages of Carmel, which is located at the corner of Edwards Road and Swisher Road. The proposed park project will consist of public engagement, need assessment, survey, platting, environmental assessments, conceptual design, construction designs, and phasing options with opinions of probable costs for the park development. This information will then become part of the master plan for the development of the park, which could include items such as, but not limited to a playground, trails, parking lot, lighting, pavilion and typical park amenities. Request for Qualifications (RFQ) for professional surveying services was sent to 508 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. Seventeen (17) statement of qualifications (SOQ) were received. The SOQs were evaluated based on published criteria including identification and understanding of the City’s requirements, past performance and experience, qualifications of key personnel, and schedule to complete tasks. Based upon this evaluation, the recommended award is to Clasp Companies, LLC dba Valley Quest Design and is determined to be the most qualified firm for the City. NIGP Code Used for Solicitation: 918 Notifications sent for Solicitation sent in IonWave: 508 Number of Suppliers that viewed Solicitation in IonWave: 37 HUB-Historically Underutilized Business Invitations sent out: 34 SBE-Small Business Enterprise Invitations sent out: 153 Responses from Solicitation: 17 City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 147 RECOMMENDATION Award a contract with Clasp Companies, LLC dba Valley Quest Design for consulting services and to develop a master plan and design for Villages of Carmel Property for City of Denton, in a not-to-exceed amount of $85,900. PRINCIPAL PLACE OF BUSINESS Clasp Companies, LLC dba Valley Quest Design Denton, TX ESTIMATED SCHEDULE OF PROJECT This project will be started upon approval with a completion date within 6 months. FISCAL INFORMATION These services will be funded through Park Land Development fees. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Evaluation Sheet Exhibit 3: LLC Members Exhibit 4: Ordinance and Agreement Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Drew Huffman, 940-349-7464. Legal point of contact: Marcella Lunn at 940-349-8333. 148 Valley Quest Design Parkhill, Smith & Cooper Teague Nall & Perkins LJA Engineering Halff Associates Huitt- Zollars John R McAdams Co Brandstetter Carroll Kimley-Horn & Associates Talley Associates MESA Design Group MHS Planning & Design Dunaway Associates Studio Outside TBG Partners la terra studio Mycoskie & Associates Denton, TX Lubbock, TX Fort Worth, TX Houston, TX Richardson, TX Dallas, TX Roanoke, TX Dallas, TX Dallas, TX Dallas, TX Dallas, TX Tyler, TX Fort Worth, TX Dallas, TX Dallas, TX Dallas, TX Arlington, TX ITEM DESCRIPTION 1 EXPERIENCE & QUALIFICATIONS 30%22 28 26 28 28 24 28 26 22 24 24 22 26 16 20 18 12 2 PROJECT SCHEDULE 15%11 7 12 9 7 8 8 7 9 8 7 7 9 10 9 3 8 3 COMPLIANCE WITH SPECIFICATIONS 25%23 22 20 18 20 20 20 18 20 17 18 15 18 13 13 12 10 4 PAST PERFORMANCE 30%30 28 26 28 24 24 20 24 24 26 22 24 10 22 18 22 20 86.3 84.7 84.0 83.3 79.0 76.0 76.0 75.3 75.0 74.7 71.0 68.0 63.3 61.3 60.3 54.7 50.0Total: Respondent's Business Name: Principal Place of Business (City & State): Exhibit 2 RFQ 7410 - Evaluation Sheet for Masterplan Villages of Carmel 149 150 151 152 153 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 31D4C328-5775-40DB-A37D-057C7E0147D5 Erica Garcia PSA 7410 Masterplan Villages of Carmel Park Not Applicable 154 City of Denton, Texas Contract 7410 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 1 of 12 PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES FILE 7410 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 Clasp Companies, LLC dba Valley Quest Design, with its corporate office at 212 S Elm St. Denton, TX 76201, 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, Masterplan - Villages of Carmel, 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: DocuSign Envelope ID: 31D4C328-5775-40DB-A37D-057C7E0147D5 155 City of Denton, Texas Contract 7410 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 2 of 12 A. The CONSULTANT shall perform all those services as necessary and as described in the OWNER’s RFQ 7410 – Villages of Carmel Masterplan, 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, 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: 31D4C328-5775-40DB-A37D-057C7E0147D5 156 City of Denton, Texas Contract 7410 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 3 of 12 ARTICLE IV TIME OF COMPLETION CONSULTANT is authorized to commence work under this contract upon execution of this AGREEMENT. CONSULTANT shall perform and complete its obligations herein in a prompt and continuous manner, so as to not delay the completion of the Project in accordance with the schedules as described in Exhibit B. The contract shall remain effective for a period which may reasonably be required for the completion of the Project, acceptance by an authorized representative of the OWNER, exhaustion of authorized funds, or termination as provided in this Agreement, whichever occurs first. ARTICLE V COMPENSATION A. COMPENSATION TERMS: 1. “Subcontract Expense” is defined as expenses incurred by the CONSULTANT in employment of others in outside firms for services related to this agreement. 2. “Direct Non-Labor Expense” is defined as that expense for any assignment incurred by the CONSULTANT for supplies, transportation and equipment, travel, communications, subsistence, and lodging away from home, and similar incidental expenses in connection with that assignment. B. BILLING AND PAYMENT: For and in consideration of the professional services to be performed by the CONSULTANT herein, the OWNER agrees to pay, based on the cost estimate detail at an hourly rate shown in Exhibit B which is attached hereto and made a part of this Agreement as if written word for word herein, a total fee, including reimbursement for direct non-labor expenses not to exceed $85,900. Partial payments to the CONSULTANT will be made on the basis of detailed monthly statements rendered to and approved by the OWNER through its City Manager or his designee; however, under no circumstances shall any monthly statement for services exceed the value of the work performed at the time a statement is rendered. Nothing contained in this Article shall require the OWNER to pay for any work which is unsatisfactory, as reasonably determined by the City Manager or his designee, or which is not submitted in compliance with the terms of this Agreement. The OWNER shall not be required to make any payments to the CONSULTANT when the CONSULTANT is in default under this Agreement. It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by the OWNER for any charge, expense, or reimbursement above the maximum not to exceed fee as stated, without first having obtained written authorization from the OWNER. The CONSULTANT shall not proceed to perform the services listed in Article III “Additional Services,” without obtaining prior written authorization from the OWNER. DocuSign Envelope ID: 31D4C328-5775-40DB-A37D-057C7E0147D5 157 City of Denton, Texas Contract 7410 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 4 of 12 C. ADDITIONAL SERVICES: For additional services authorized in writing by the OWNER in Article III, the CONSULTANT shall be paid based on the Schedule of Charges at an hourly rate shown in Exhibit B. Payments for additional services shall be due and payable upon submission by the CONSULTANT and approval by the City staff, and shall be in accordance with subsection B hereof. Statements shall not be submitted more frequently than monthly. D. PAYMENT: If the OWNER fails to make payments due the CONSULTANT for services and expenses within thirty (30) days after receipt of the CONSULTANT’s undisputed statement thereof, the amounts due the CONSULTANT will be paid interest in accordance with the Texas Government Code 2251.025. Additionally, the CONSULTANT may, after giving seven (7) days’ written notice to the OWNER, suspend services under this Agreement until the CONSULTANT has been paid in full all amounts due for services, expenses, and charges. Nothing herein shall require the OWNER to pay the late charge if the OWNER reasonably determines that the work is unsatisfactory, in accordance with this Article V, “Compensation,” there is a bona fide dispute concerning the amount due, or the invoice was not mailed to the address or in the form as described in this Agreement. The OWNER will notify CONSULTANT of any disputes within twenty-one (21) days of receipt of the invoice. E. Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201-4299. A pro-forma invoice shall be sent to the contract administrator. It is the intention of the City of Denton to make payment on completed orders within thirty days after receipt of invoice or items; whichever is later, unless unusual circumstances arise. Invoices must be fully documented as to labor, materials, and equipment provided, if applicable, and must reference the City of Denton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number. ARTICLE VI OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT or any subcontractors or subconsultants. ARTICLE VII OWNERSHIP OF DOCUMENTS All documents prepared or furnished by the CONSULTANT (and CONSULTANT’s subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and shall become the property of the OWNER upon the termination of this Agreement. The CONSULTANT is entitled to retain copies of all such documents. The documents prepared and furnished by the CONSULTANT are intended only to be applicable to this Project, and OWNER’s use of these documents in other projects shall be at OWNER’s sole risk and expense. In the event the OWNER uses any of the information or materials developed pursuant to this DocuSign Envelope ID: 31D4C328-5775-40DB-A37D-057C7E0147D5 158 City of Denton, Texas Contract 7410 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 5 of 12 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 DocuSign Envelope ID: 31D4C328-5775-40DB-A37D-057C7E0147D5 159 City of Denton, Texas Contract 7410 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 6 of 12 will be affected unless the other party is given (1) written notice (delivered by certified mail, return receipt requested) of intent to terminate and setting forth the reasons specifying the non-performance, and not less than fifteen (15) calendar days to cure the failure; and (2) an opportunity for consultation with the terminating party prior to termination. C. If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services and shall render a final bill for services to the OWNER within thirty (30) days after the date of termination. The OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily performed and for reimbursable expenses to termination incurred prior to the date of termination, in accordance with Article V “Compensation.” Should the OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in providing information. The CONSULTANT shall turn over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination, but may maintain copies of such documents for its use. ARTICLE XII RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the OWNER shall not constitute, nor be deemed a release of the responsibility and liability of the CONSULTANT, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by the OWNER for any defect in the design or other work prepared by the CONSULTANT, its employees, subcontractors, agents, and consultants. ARTICLE XIII NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) days’ mailing: To CONSULTANT: To OWNER: CLAPS Companies dba Valley Quest Design City of Denton Andrew Cousins Purchasing Manager –File 7410 212 S. Elm Street 901B Texas Street Denton, TX 76201 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 DocuSign Envelope ID: 31D4C328-5775-40DB-A37D-057C7E0147D5 160 City of Denton, Texas Contract 7410 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 7 of 12 This Agreement and related exhibits constitute the complete and final expression of this Agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE XV SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. ARTICLE XVI COMPLIANCE WITH LAWS The CONSULTANT shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as those laws may now read or hereinafter be amended. ARTICLE XVII DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, sexual orientation, national origin or ancestry, age, or physical handicap. ARTICLE XVIII PERSONNEL A. The CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, or have any contractual relations with the OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. B. All services required hereunder will be performed by the CONSULTANT or under its supervision. All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services. 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 DocuSign Envelope ID: 31D4C328-5775-40DB-A37D-057C7E0147D5 161 City of Denton, Texas Contract 7410 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 8 of 12 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 7410 – Masterplan Villages of Carmel (on file at the purchasing office) Exhibit B – Consultant’s Scope of Services Offer, Project Schedule and 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 Andrew Cousins. 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: 31D4C328-5775-40DB-A37D-057C7E0147D5 162 City of Denton, Texas Contract 7410 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 9 of 12 E. The OWNER shall assist the CONSULTANT by placing at the CONSULTANT’s disposal all available information pertinent to the Project, including previous reports, any other data relative to the Project, and arranging for the access thereto, and make all provisions for the CONSULTANT to enter in or upon public and private property as required for the CONSULTANT to perform services under this Agreement. F. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. G. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. ARTICLE XXII INDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an independent contractor, not as an employee of the OWNER. CONSULTANT shall not have or claim any right arising from employee status. ARTICLE XXIII RIGHT TO AUDIT The OWNER shall have the right to audit and make copies of the books, records and computations pertaining to this agreement. The CONTRACTOR shall retain such books, records, documents and other evidence pertaining to this agreement during the contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within 10 business days of written request. Further, the CONTRACTOR shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to this agreement, and to allow the OWNER similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the OWNER unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the CONTRACTOR which must be payable within five business days of receipt of an invoice. Failure to comply with the provisions of this section shall be a material breach of this contract and shall constitute, in the OWNER’S sole discretion, grounds for termination thereof. Each of the terms "books", "records", "documents" and "other evidence", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. DocuSign Envelope ID: 31D4C328-5775-40DB-A37D-057C7E0147D5 163 City of Denton, Texas Contract 7410 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 10 of 12 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. DocuSign Envelope ID: 31D4C328-5775-40DB-A37D-057C7E0147D5 164 City of Denton, Texas Contract 7410 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 11 of 12 ARTICLE XXVI CERTIFICATE OF INTERESTED PARTIES ELECTRONIC FILING In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) 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. DocuSign Envelope ID: 31D4C328-5775-40DB-A37D-057C7E0147D5 165 City of Denton, Texas Contract 7410 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 12 of 12 ARTICLE XXVII PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of Interest Questionnaire. IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and CONSULTANT has executed this Agreement through its duly authorized undersigned officer on this date______________________. CITY OF DENTON, TEXAS “OWNER” __________________________________ TODD HILEMAN, CITY MANAGER ATTEST: CITY SECRETARY BY: _______________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY CLASP COMPANIES, LLC DBA VALLEY QUEST DESIGN BY:______________________________ “CONSULTANT” ______________________________ BY: ANDEW COUSINS ITS: ______________________________ TEXAS ETHICS COMMISION CERTIFICATE NUMBER 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: 31D4C328-5775-40DB-A37D-057C7E0147D5 President 2020-596399 Parks & Recreation Gary Packan Director of Parks and Recreation 166 CONSULTING PROPOSAL dated this 26th day of August 2020 FOR: Drew Huffman Superintendent, Parks and Recreation - City of Denton 321 E McKinney St. Denton, TX 76205 (CLIENT) BY: CLASP Companies, LLC (dba) Valley Quest Design Andrew Cousins - Principal 212 S. Elm Street, Ste. 120 Denton, TX 76201 (CONSULTANT) PROJECT: Landscape Architecture: Villages at Carmel Park UNDERSTANDING: The CLIENT is of the opinion that the CONSULTANT has the necessary qualifications, experience, and abilities to provide the services described herein. The CONSULTANT is agreeable to providing the services to the CLIENT on the terms and conditions set out in this agreement. The CLIENT understands that the CONSULTANT will not be responsible for any program or planning decisions made prior to being contracted for the scope described within. It is understood by the CLIENT that the scope and fees described herein are being prepared by the CONSULTANT as one bid package. It is understood that if the CLIENT expands the program significantly beyond what is listed in the anticipated program below, an additional services will be requested. It is understood by both the CLIENT and the CONSULTANT that the terms of this proposal are good for 45 days from the time of receipt. Proposal fee is subject to adjustment thereafter. The CLIENT agrees to engage the CONSULTANT to provide the CLIENT with the basic services consisting of consisting of planning and design services for the development of a new park in Denton, TX comprised of approximately 6.4 acres. SCOPE OF SERVICES: The SUBCONSULTANT will perform the work associated with the planning and design of the Villages at Carmel Park. The CLIENT agrees to engage the CONSULTANT to provide the CLIENT with the basic services consisting of consisting of public involvement, master planning, conceptual design, design development and preparation of permitting and construction documents for the park improvements. The CONSULTANT will not engage in the bidding or construction phase services as part of the basic scope of services. CONSULTANT services will include master planning, design and construction tasks associated with the following potential site program elements, to be determined by the outcome of the public involvement process: EXHIBIT B DocuSign Envelope ID: 31D4C328-5775-40DB-A37D-057C7E0147D5 167 • Demolition and removal of existing site elements to allow for installation of the new park improvements. • A multi-use concrete “loop trail”, establishing connections to the neighboring communities. • Landscape planting improvements associated with proposed park elements, plus the required irrigation. • Playground(s) including play equipment and safety surfacing • Prefabricated shade structure or pavilion • Site amenities, such as litter receptacles, benches, bike racks and picnic tables • Lighting design associated with trail and entry areas, the shade structure, pre- fabricated restroom facility and accent/architectural lighting, including the required, associated electrical distribution. • An outdoor drinking fountain, including the associated water service and drainage. • Interpretive/educational signage. CONSULTANT will engage multiple sub-consultants as independent contractors to provide the basic scope of work. Sub-consulting team may include the following disciplines and services: • Civil Engineering o On-site drainage and utility design o Grading o Erosion control/SWPPP • Environmental o Phase 1 research, studies & report • Electrical o Site lighting design o Shade structure lighting design • Structural o Shade structure system structural design o Site elements foundation design • Geotechnical Engineering (if necessary) o Soils reporting o Engineering recommendations o Materials testing • Irrigation o Irrigation system design for proposed plantings Services will include the following: 1.01 ENVIRONMENTAL AND SITE INVESTIGATION SERVICES • Site Inventory and Analysis, including the following services: o Site visits, research, photography and related activities to gather information on the existing site, surroundings and neighborhood context. o Analysis of site findings contained in a report and/or graphic exhibit displaying the existing site features and factors impacting the project. This exhibit will be geared towards informing both the CLIENT and the general public of the unique opportunities and constraints involved in developing the intended park use at the project location. • Phase 1 Environmental, including the following services: o A review of all accessible historical documentation on the property, including but not limited to prior Phase I reports, correspondence, laboratory data, etc. o A visual inspection of the properties and adjacent properties including, where present and accessible, buildings and structures, equipment containing DocuSign Envelope ID: 31D4C328-5775-40DB-A37D-057C7E0147D5 168 polychlorinated biphenyls (PCBs), chemicals/fuel/drum unloading and storage areas, process tanks/equipment, catch basins/drains, vegetation, water features, geologic features, and waste disposal areas. o A local, state, and federal records investigation, to the extent necessary, to establish the history of the use of the site and nearby surrounding properties and the potential for recognized environmental conditions arising out of prior uses. o If available, a review of historical aerial photographs, topographic maps, building department records, land use records, and Sanborn fire insurance rate maps for the site. o A review of land title records, if provided by the Client. o Identification of any ‘data gaps’ in the history of the property and an opinion of the significance of the information relative to environmental impacts on the site. o A report of any observable hazardous materials on the property. o The “User Questionnaire,” which is a document required under ASTM Standard Practice E1527-13, is attached and should be completed by the client and returned with the signed proposal. o Prepare and provide a PDF copy of the Phase I ESA report describing the findings, conclusions, and recommendations of the assessment for the subject property. The report can be completed and submitted within 10 to 14 business days, once written authorization to proceed is received and full access to the property is provided. The client will arrange access to the site with on-site tenants (if any) on behalf of the consultant. The consultant will coordinate with the client to schedule the site visit(s). • Geotechnical investigation and recommendations that include the following: o Drilling of three (3) borings to a depth of five (5’) feet into bedrock or a maximum depth of twenty-five (25’) feet. o One (1) visit to the site with the CLIENT to determine and gain approval for boring locations. o Soil sample testing that shall include the following tests: a. Moisture Content, Atterberg Limits, Swell Tests, Unconfined Compression Testing, Pocket Penetrometer Readings, Determination of Suction Values, Hydrometer, % fine clay readings, % Passing #200 Sieve, Unit Weight Determinations. o Preparation of a written geotechnical investigation report that shall include the following information: a. Report and Recommendations for shade covering foundations, wall foundations, pedestrian pavement design, light pole footing design, bearing values, Potential Vertical Movement estimates, and required soil modification to reduce the PVM. b. Boring Logs with full testing data. 1.02 PUBLIC INVOLVEMENT & CONCEPT DESIGN SERVICES • Participate in one (1) virtual “kickoff” meeting with city staff to confirm scope, discuss the project approach, the objectives, the schedule, and the budget. • City municipal code requirements research, including a coordination meeting/phone call with the City of Denton’s landscape plan administrator and/or Park and Recreation Department staff. • Review of any existing master planning, needs assessments, facilities inventories, or public surveys, etc. • Participate in one (1) virtual public meeting to gather input and stakeholder data as to what type of park and program is desired for the Villages at Carmel Park. • Preparation of three (3) alternative concept plans using as-builts, record drawings and/or existing survey information, and incorporating the program elements. These concept plans will incorporate the layout of proposed site improvements listed in the Scope of Work. Deliverables will be pdf copies of the plan. Plans will include a display DocuSign Envelope ID: 31D4C328-5775-40DB-A37D-057C7E0147D5 169 of precedent images and park product cut sheets to illustrate/support the design intent. • Participation in one (1) virtual meeting with City staff to present/discuss the concept plans. The intention of this meeting will be to illustrate how the stakeholder recommendations were incorporated into the direction for the concepts and confirm the proposed and program and design meets the city’s intentions. • Participate in one (1) virtual public meeting to present the concepts and gain approval for a single concept that can be used for further development. • Preparation of one (1) final concept plan using stakeholder and park staff recommendations. The concept plan will incorporate the layout of proposed site improvements listed in the Scope of Work. Deliverables will be pdf copies of the plan. Plan will be a color-rendered presentation graphic that will clearly layout out all of the proposed improvements and will include a display of precedent images and park product cut sheets to illustrate/support the final design. • Preparation of a preliminary opinion of probable construction costs based on the approved concept plan. This version will not be prepared by a third-party estimator. • Participate in one (1) virtual meeting with city staff and the Parks Board to present the final, preferred concept. • Participate in one (1) virtual meeting at City Council to present the final, preferred concept and the anticipated cost of construction. 1.03 DESIGN DEVELOPMENT SERVICES • Preparation of Design Development documents that illustrate an approximate 60% level of Construction Document completion. • The CONSULTANT will prepare a set of construction documents that will incorporate the comments on the approved Concept Plan. The Design Development documents will include plans/sections/elevations, showing critical dimensions and features for the following: o Site layout (pedestrian circulation, pavilion/shade structure, play/fitness equipment, park entry, perimeter fencing, and unprogrammed play areas). o Selection of surface finishes (i.e. paving, pavers, FIBAR, turf, or EPDM safety surfacing). o Lighting fixture selection and layout. o Layout of the power and electrical distribution system. o Preliminary sections and elevations to illustrate design intent. o Preliminary grading plan. o Water line routing (if restroom or drinking fountain are in the program). o Preliminary planting layout. o Irrigation mainline routing, point of connection and sleeving. • The Design Development documents will be submitted to the CLIENT for review and approval in pdf format. • Preparation of an opinion of probable construction costs based on the design development documents. This version will not be prepared by a third-party estimator. • Participation in one (1) progress review meeting with the CLIENT. • Coordination with various vendors to select and lay out the new playground and fitness equipment, etc. including obtaining new or updated quotes. 1.04 SITE PLANNNG SERVICES • Preparation of a Site Plan, utilizing the approved concept plan and comments received at the Preliminary Development Meeting, for submitting to the City of Denton Development Services, which will include all the applicable items required per the checklist for Zoning Compliance Plan (ZCP) approval. Deliverables will be pdf copies of the plan(s). It is anticipated that the CLIENT will assist Valley Quest Design with the site planning efforts as this project does not fit the typical private development program. DocuSign Envelope ID: 31D4C328-5775-40DB-A37D-057C7E0147D5 170 • Preparation of a Landscape Plan set to be submitted for planning approval as part of the ZCP package (deliverables will be pdf copies of the plan). The set of plans associated with this submittal include the following: o Site Plan o *Tree Preservation Plan (see additional services) o Landscape Plan o Preliminary Grading Plan o Preliminary Utility Plan • Preparation of the detailed *Tree Survey and Tree Preservation Plan (see additional services) which will be reflective of the approved concept plan that was generated for client and stakeholder input. • Site Plan services include submittal and comment resolution to reach approved ZCP status (anticipating addressing two rounds of city comments). The plans will include the checklist items as required by the City of Denton. • Participation in up to two (2) progress / review meetings with the CLIENT and the prime consultant only. 1.05 CONSTRUCTION DOCUMENTS • Preparation of Construction Documents that illustrate a 95% and Final level of completion after approval of the Design Development and Zoning Compliance Plan has been given. • The CONSULTANT will prepare a set of construction documents that will incorporate the comments on the Design Development and will document the following: o Existing Conditions and Demolition Plan. o Erosion Control Plan that includes associated details and regulatory language that meets City of Denton and TCEQ requirements. o Construction Layout Plan for all “hardscape” improvements and site amenities such as trash receptacles, benches, and bike racks. o Preparation of a Grading Plan that includes existing and proposed contour lines, spot grades, top of wall elevations, finish floor elevations and top of inlet elevations. The Grading Plan will illustrate compliance with TDLR requirements for accessible route from the sidewalks along Swisher Road and Edwards Road to each proposed park element. o Utility Plan that includes water line service. Accompanying the Utility Plan will be water details that comply with city standards. o Drainage Plan that includes storm drainage collection lines and a drainage area map. Accompanying the Drainage Plan will be storm drainage details that comply with city standards. o Architectural Plans, Sections, Elevations, and Details for the Shade Structure. o Site Electrical Plans, Details and Schedules. o Electrical and Power Distribution Plan and Details. o Structural Details for the proposed shade structure and all site improvements requiring structural foundations, footings, etc. o Planting Plan that includes size, quantity and plant locations for each plant type, as well as associated planting details. Planting Plan will also include the turf grass in the common areas as well as the open play area. o Irrigation Plan and Details. o Site Construction details (signage, pedestrian paving, play features, site amenities, specialty paving, etc.). City of Denton standard details will be applied where applicable. • Preparation of an opinion of probable construction costs based on the 95% construction documents. • Preparation / compilation of a Project Manual consisting of Bid and Contract Requirements (templates provided by CLIENT) and Technical Specifications. • Participation in one (1) progress review meeting with the CLIENT at each submittal. • Design modifications will be made, as required, to balance the project scope and construction budget. DocuSign Envelope ID: 31D4C328-5775-40DB-A37D-057C7E0147D5 171 • Construction drawings will be submitted for engineering and building permit review upon completion of construction documents. • Construction documents will be revised to address review comments received from the CLIENT at each submittal. • Provide final, signed and sealed construction documents by all required licensed professionals. • Design coordination and progress meetings will be held as needed with the Design Team during the Construction Document Phase. DESIGN DELIVERABLES • Coordination products: sketches, redlines, calculations, etc. • A digital pdf copy of the Design Development (60%) documents. • A digital pdf copy of the 95% and Final Construction documents. • A digital pdf copy of the Specifications Book. • A digital copy of the opinion of probable construction cost review. • Digital copy of all meeting notes. • Digital copy of engineering and building permit review construction drawings. 1.06 CLIENT RESPONSIBILITIES • Public outreach for notification of public meetings or requests for public surveys. • Scheduling and coordination of all public and city meetings. • Provide plan review and administrative coordination during each project phase. • Approval of budgets prior to advancing to further phases of design. • Approval of scheduling. • Front-end (boiler plate) Bid documents for inclusion in the project manual. • Digital files of existing improvements, environmental reports, needs assessments, public surveys, design guidelines, etc. if available. • Associated legal documents for all encumbrances (old or new) within or adjacent to the proposed site. • Access rights to the property and adjacent properties (if necessary) for the purposes of this project. • Applicable city standard details and specifications. • Coordination and assistance with plan review involving other city departments. • Coordination with bidders regarding the plan changes. • City review or permitting fees. 1.07 ITEMS NOT INCLUDED IN THIS SCOPE OF SERVICES: • Any platting revisions or platting services. • Offsite or downstream Topographic Surveys. • Tree survey or Tree Preservation Plans • Public Involvement or council presentations beyond those listed in the basic scope. • 3d model. • Construction materials testing. • Traffic Impact Analysis • Perimeter street paving design. • Value engineering. • Preparation of flood studies LOMR, CLOMR, FEMA, etc. • Environmental services beyond Phase 1. • SWPPP • Design of any off-site improvements. • Franchise utility design. • LEED design. • Alternate Bid Items • Zoning or entitlements. • Landscape / low voltage lighting. DocuSign Envelope ID: 31D4C328-5775-40DB-A37D-057C7E0147D5 172 • Bidding assistance. • Construction administration. • Record drawings. • TDLR submittal. • Major modifications to design/plans after final concept has been selected (greater than 20% of site improvement area). 1.08 SCHEDULE: The CLIENT agrees to a reasonable schedule for delivery of the scope of services, to be determined by the CLIENT as project milestones are set by the CLIENT. Tentative schedule, subject to change during the project, is as follows: - Notice to proceed (Council approval): September 15th, 2020 - Topo Survey/Discovery Phase: October 10th, 2020 - Public Meeting#1: October 20th, 2020 - Concept Development Completion: December 12th, 2020 - Bid documents complete: March 30th, 2021 - Grant Application submitted: November 2021 COMPENSATION: The CLIENT agrees to compensate the SUBCONSULTANT for performing the basic services as listed in the scope of services at hourly fee rates, not to exceed a total sum of $85,900.00; eighty-five thousand nine hundred dollars and zero cents. broken down as follows: - For the ENVIRONMENTAL AND SITE INVESTIGATION SERVICES (Task 1.01) an hourly, not to exceed sum of $8,600.00; eight thousand six hundred dollars and zero cents. - For the PUBLIC INVOLVEMENT AND CONCEPT DESIGN SERVICES (Task 1.02) an hourly, not to exceed sum of $10,300.00; ten thousand three hundred dollars and zero cents. - For the DESIGN DEVELOPMENT SERVICES (Task 1.03) an hourly, not to exceed sum of $6,000.00; six thousand dollars and zero cents. - For the SITE PLANNING SERVICES (Task 1.04) an hourly, not to exceed sum of $15,500.00; fifteen thousand five hundred dollars and zero cents. - For the CONSTRUCTION DOCUMENT SERVICES (Task 1.05) an hourly, not to exceed sum of $45,500.00; forty-five thousand five hundred dollars and zero cents. - Reimbursable expense costs are not included in the amounts above and shall be billed at cost, plus 10%. These costs include, but are not limited to courier fees, reprographics, mileage, accessibility review/inspection fees and travel expenses. Monthly progress or milestone invoices for basic services and additional services submitted by Consultant are due upon receipt and shall be considered past due if not paid within thirty (30) calendar days. Payments shall be delivered by wire or check to the address for Consultant set forth on Page 1. A service charge on all past due accounts will accrue at the rate of 1½% per month or the maximum allowed by law, whichever is less. ADDITIONAL SERVICES: The CONSULTANT may provide services beyond the CONSULTANT’s basic service listed in the scope of services upon written authorization from the CLIENT. Additional services shall be provided on either a fixed-fee or hourly basis with a mutually agreed, not-to-exceed amount. • Tree inventory and tree preservation plan consisting of the following services: o Tree inventory services for the entire property (potentially 600 trees). Tree survey/inventory assistance services consisting of tagging with a numbered tag, flagging, sizing and species identification of existing trees within the DocuSign Envelope ID: 31D4C328-5775-40DB-A37D-057C7E0147D5 173 additional acreage. Only those trees which are of the size and species required by the City of Denton to be surveyed will be included. The effort of locating and exhibiting the existing trees on the tree survey will be performed by the CLIENT’s (or OWNER’s) surveyor and later provided to the CLIENT’s consulting team in a CAD file with the coordinating tree tag numbers for use in developing future tree preservation plans or exhibits. Deliverable will be a spreadsheet containing supporting data for the existing trees that will be shared with the surveyor. NOTE: Tree inventory services will require some under-story brush clearing to safely approach and evaluate trees in thick vegetated / forested locations on the site. CONSULTANT will perform or arrange clearing services unless otherwise directed by the CLIENT. Only plants categorized as brush, shrubs, forbes, grass, vines, etc. will be removed, as well as occasional seedling trees, less than 3” diameter will be removed. o Preparation of a preliminary Tree Preservation data table to evaluate tree mitigation impact. This is a worst-case scenario assessment for development feasibility purposes (not for submitting to the City for approvals). Deliverables will be pdf and excel copies of the spreadsheet. § For the tree inventory services, an hourly not to exceed sum of $5,900.00; five thousand nine hundred dollars and zero cents. o Preparation of a Tree Preservation Plan utilizing the topo survey (prepared by others) and the tree inventory prepared by Valley Quest Design for submitting to the City of Denton Development Services Review Committee. Includes submittal and one round of comment resolution to reach approved status. Deliverables will be pdf copies of the plan. § For the tree preservation plan services, an hourly not to exceed sum of $1,900.00; one thousand nine hundred dollars and zero cents. • Identification and flagging of invasive plant species for removal (i.e. Chinese Privet, etc.). • Coordinate submittal of construction documents to the Texas Department of Licensing and Regulation (TDLR) or a designated independent reviewer for review and inspection. Application fees for the reviews will be designated as a direct expense and are subject to reimbursement as described in the Compensation portion of this Agreement. CONSULTANT will work with accessibility review staff for final plan approval and inspection. The plans will be revised as needed to obtain approval. • CONSULTANT will be responsible for preparing the application and payment of associated TDLR registration, review and inspection fees (which will be reimbursed as a billable expense). • Additional meetings or site visits beyond those listed in basic scope. • Additional topographic survey. • Additional geotechnical borings beyond those listed in basic scope. • Plan presentation graphics beyond those listed above. • Grant writing assistance. • Bidding assistance and construction administration. • Plan revisions due to owner-requested change in land use or other building/site changes resulting in modifications to 20% or more of the site design after concept approval. • Additional revisions/efforts requested will be performed on an hourly basis with hourly rates according to the compensation hourly rates sheet. DocuSign Envelope ID: 31D4C328-5775-40DB-A37D-057C7E0147D5 174 Exhibit C CITY OF DENTON INSURANCE REQUIREMENTS FOR CONTRACTORS Bidder's attention is directed to the insurance requirements below. It is highly recommended that bidders confer with their respective insurance carriers or brokers to determine in advance of Bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an apparent low bidder fails to comply strictly with the insurance requirements, that bidder may be disqualified from award of the contract. Upon bid award, all insurance requirements shall become contractual obligations, which the successful bidder shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. As soon as practicable after notification of bid award, Contractor shall file with the Purchasing Department satisfactory certificates of insurance, containing the bid number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractors are strongly advised to make such requests prior to bid opening, since the insurance requirements may not be modified or waived after bid opening unless a written exception has been submitted with the bid. Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted:  Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A- VII or better.  Any deductibles or self-insured retentions shall be declared in the bid proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.  Liability policies shall be endorsed to provide the following: DocuSign Envelope ID: 31D4C328-5775-40DB-A37D-057C7E0147D5 175  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. DocuSign Envelope ID: 31D4C328-5775-40DB-A37D-057C7E0147D5 176 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:  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 DocuSign Envelope ID: 31D4C328-5775-40DB-A37D-057C7E0147D5 177 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. [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: 31D4C328-5775-40DB-A37D-057C7E0147D5 178 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: DocuSign Envelope ID: 31D4C328-5775-40DB-A37D-057C7E0147D5 179 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 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; DocuSign Envelope ID: 31D4C328-5775-40DB-A37D-057C7E0147D5 180 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: 31D4C328-5775-40DB-A37D-057C7E0147D5 181 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: 31D4C328-5775-40DB-A37D-057C7E0147D5 Clasp Companies, LLC dba Valley Quest Design X 182 Certificate Of Completion Envelope Id: 31D4C328577540DBA37D057C7E0147D5 Status: Sent Subject: Please DocuSign: City Council Contract 7410 Villages of Carmel Source Envelope: Document Pages: 29 Signatures: 4 Envelope Originator: Certificate Pages: 6 Initials: 1 Erica Garcia AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 erica.garcia@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 11/2/2020 7:50:13 PM Holder: Erica Garcia erica.garcia@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Erica Garcia erica.garcia@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 97.94.198.112 Sent: 11/2/2020 8:08:20 PM Viewed: 11/2/2020 8:08:31 PM Signed: 11/2/2020 8:10:01 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 11/2/2020 8:10:02 PM Viewed: 11/3/2020 7:58:23 AM Signed: 11/3/2020 8:00:10 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: 50.27.157.167 Sent: 11/3/2020 8:00:14 AM Viewed: 11/10/2020 7:38:49 AM Signed: 11/10/2020 7:40:06 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Andrew Cousins andrew@vq-design.com President Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 47.190.52.55 Sent: 11/10/2020 7:40:10 AM Viewed: 11/10/2020 2:15:36 PM Signed: 11/10/2020 2:35:40 PM Electronic Record and Signature Disclosure: Accepted: 11/10/2020 2:15:36 PM ID: 40b555b8-a0b6-4cb3-b457-b5def66cbe4f 183 Signer Events Signature Timestamp Gary Packan Gary.Packan@cityofdenton.com Director of Parks and Recreation Parks and Recreation Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 11/10/2020 2:35:45 PM Viewed: 11/10/2020 3:19:35 PM Signed: 11/11/2020 8:11:39 PM Electronic Record and Signature Disclosure: Accepted: 11/10/2020 3:19:35 PM ID: 74954a47-1ec5-40ff-a9cb-523364be0ebc Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 11/11/2020 8:11:42 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: 11/2/2020 8:10:03 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: 11/11/2020 8:11:42 PM 184 Carbon Copy Events Status Timestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign Zolina Parker zolina.parker@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Drew Huffman Drew.Huffman@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/13/2018 2:52:26 PM ID: 0fcc9a04-4fe5-41d0-935e-32877832cf92 Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 11/2/2020 8:08:20 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure 185 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: Andrew Cousins, Gary Packan, Todd Hileman, Drew Huffman 186 How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. 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McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-2391,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 Professional Services Agreement with Halff Associates,Inc.,for consulting services and to complete the Parks,Recreation,and Trails System Master Plan for the City of Denton as set forth in the contract;providing for the expenditure of funds therefor;and providing an effective date (RFQ 7418 -Professional Services Agreement for Consulting Services awarded to Halff Associates,Inc., in the not-to-exceed amount of $186,651). City of Denton Printed on 12/3/2020Page 1 of 1 powered by Legistar™189 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance ACM: David Gaines DATE: December 7, 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 Professional Services Agreement with Halff Associates, Inc., for consulting services and to complete the Parks, Recreation, and Trails System Master Plan for the City of Denton as set forth in the contract; providing for the expenditure of funds therefor; and providing an effective date (RFQ 7418 – Professional Services Agreement for Consulting Services awarded to Halff Associates, Inc., in the not-to-exceed amount of $186,651). INFORMATION/BACKGROUND The current Parks and Recreation Master Plan was updated in 2009. A plan should be redeveloped every 10 years, therefore the current plan is out of date. In January 2019, Parks and Recreation began conducting the master plan process internally with an experienced landscape architect. During this time, the department hosted over 40 community meetings and completed a significant amount of work to date. In February 2020, the landscape architect left the organization, and shortly after COVID-19 impacted City operations. The project was paused, except for the planning of the city-wide trails system. Planning efforts continued on the trails section of the plan and community, board, and elected official meetings have been occurring recently to gain additional feedback. With all the work that has been completed by staff, Halff Associates estimates that the total project, if were to be completed all by a consulting firm, would cost over $350,000. In addition, the number of community meetings held would have been a significant expense on top of the based cost. The work completed by Parks and Recreation to be included in the Parks, Recreation, and Trails System Master Plan includes, but not limited to, trails plan, mobility plan, land acquisition analysis, 10-Minute Walk, recreation facility study, aquatics study, needs assessment and community input. The scope of work to be conducted by Halff Associates is detailed in the contract and includes, but not limited to, industry updates related to COVID- 19, review, and feedback on all work performed, site visits, service level review, elected official meetings, additional community meetings on plan status, final proposed plan as well as final document design. Request for Qualifications (RFQ) for professional surveying services was sent to 508 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. Twelve (12) statement of qualifications (SOQ) were received. The SOQs were evaluated based on published criteria including identification and understanding of the City’s requirements, past performance and experience, qualifications of key personnel, and schedule. Based upon this evaluation, the recommended award is to Halff Associates, Inc., and is determined to be the most qualified firm for the City. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 190 NIGP Code Used for Solicitation: 918 – Consulting Services (Service Only) Notifications sent for Solicitation sent in IonWave: 508 Number of Suppliers that viewed Solicitation in IonWave: 29 HUB-Historically Underutilized Business Invitations sent out: 34 SBE-Small Business Enterprise Invitations sent out: 153 Responses from Solicitation: 12 RECOMMENDATION Award a contract with Halff Associates, Inc for consulting services and to complete the Parks, Recreation, and Trails System Master Plan for the City of Denton, in a not-to-exceed amount of $186,651. PRINCIPAL PLACE OF BUSINESS Halff Associates, Inc. Richardson, TX ESTIMATED SCHEDULE OF PROJECT This project will be started upon approval with a completion date by November of 2021. FISCAL INFORMATION These services will be funded from: General Obligration and Parks Gas Well Revenue Funds. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Evaluation Sheet Exhibit 3: Ordinance and Contract Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Drew Huffman, 940-349-7464. Legal point of contact: Marcella Lunn at 940-349-8333. 191 Halff Associates, Inc. DTJ DESIGN, Inc. Brandstetter Carroll Inc. Green Play, LLC Dunaway Associates Kimley- Horn John R McAdams Parkill, Smith & Cooper TBG Partners MHS Planning & Design Valley Quest Design Berry Dunn McNeil Richardson, TX Boulder, CO Dallas, TX Louisville, CO Fort Worth, TX Dallas, TX Roanoke, TX Lubbock, TX Dallas, TX Tyler, TX Denton, TX Portland, ME ITEM DESCRIPTION 1 EXPERIENCE & QUALIFICATIONS 30%30.00 26.00 28.00 22.00 26.00 22.00 20.00 26.00 20.00 18.00 16.00 20.00 2 PROJECT SCHEDULE 15%9.00 11.00 8.00 11.00 9.00 12.00 8.00 9.00 9.00 8.00 9.00 6.00 3 IDENTIFICATION AND UNDERSTANDING CITY REQUIREMENTS 25%21.67 23.33 20.00 20.00 18.33 20.00 16.67 13.33 18.33 15.00 15.00 11.67 4 PAST PERFORMANCE 30%30.00 26.00 26.00 24.00 22.00 20.00 22.00 18.00 18.00 16.00 16.00 16.00 90.67 86.33 82.00 77.00 75.33 74.00 66.67 66.33 65.33 57.00 56.00 53.67Total: Principal Place of Business (City & State): Respondent's Business Name: Exhibit 2 RFQ 7418 - Evaluation Sheet for Recreation and Trails Master Plan 192 193 194 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: C7C00532-D18D-45AA-81AB-A1419DF27B6D PSA 7418 Erica Garcia Recreation & Trails Masterplan Not Applicable 195 City of Denton, Texas Contract 7418 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 1 of 12 PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES FILE 7418 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 Halff Associates, Inc, with its corporate office at 1201 N. Bowser Road, Richardson, TX 75081, 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, Recreation and Trails Masterplan, 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: DocuSign Envelope ID: C7C00532-D18D-45AA-81AB-A1419DF27B6D 196 City of Denton, Texas Contract 7418 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 2 of 12 A. The CONSULTANT shall perform all those services as necessary and as described in the OWNER’s RFQ 7418 – Recreation and Trails Masterplan 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, 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 C. 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: C7C00532-D18D-45AA-81AB-A1419DF27B6D 197 City of Denton, Texas Contract 7418 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 3 of 12 ARTICLE IV TIME OF COMPLETION CONSULTANT is authorized to commence work under this contract upon execution of this AGREEMENT. CONSULTANT shall perform and complete its obligations herein in a prompt and continuous manner, so as to not delay the completion of the Project in accordance with the schedules as described in Exhibit B. The contract shall remain effective for a period which may reasonably be required for the completion of the Project, acceptance by an authorized representative of the OWNER, exhaustion of authorized funds, or termination as provided in this Agreement, whichever occurs first. ARTICLE V COMPENSATION A. COMPENSATION TERMS: 1. “Subcontract Expense” is defined as expenses incurred by the CONSULTANT in employment of others in outside firms for services related to this agreement. 2. “Direct Non-Labor Expense” is defined as that expense for any assignment incurred by the CONSULTANT for supplies, transportation and equipment, travel, communications, subsistence, and lodging away from home, and similar incidental expenses in connection with that assignment. B. BILLING AND PAYMENT: For and in consideration of the professional services to be performed by the CONSULTANT herein, the OWNER agrees to pay, based on the cost estimate detail at an hourly rate shown in Exhibit C 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 $186,651. Partial payments to the CONSULTANT will be made on the basis of detailed monthly statements rendered to and approved by the OWNER through its City Manager or his designee; however, under no circumstances shall any monthly statement for services exceed the value of the work performed at the time a statement is rendered. Nothing contained in this Article shall require the OWNER to pay for any work which is unsatisfactory, as reasonably determined by the City Manager or his designee, or which is not submitted in compliance with the terms of this Agreement. The OWNER shall not be required to make any payments to the CONSULTANT when the CONSULTANT is in default under this Agreement. It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by the OWNER for any charge, expense, or reimbursement above the maximum not to exceed fee as stated, without first having obtained written authorization from the OWNER. The CONSULTANT shall not proceed to perform the services listed in Article III “Additional Services,” without obtaining prior written authorization from the OWNER. DocuSign Envelope ID: C7C00532-D18D-45AA-81AB-A1419DF27B6D 198 City of Denton, Texas Contract 7418 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 4 of 12 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 C. Payments for additional services shall be due and payable upon submission by the CONSULTANT and approval by the City staff, and shall be in accordance with subsection B hereof. Statements shall not be submitted more frequently than monthly. D. PAYMENT: If the OWNER fails to make payments due the CONSULTANT for services and expenses within thirty (30) days after receipt of the CONSULTANT’s undisputed statement thereof, the amounts due the CONSULTANT will be paid interest in accordance with the Texas Government Code 2251.025. Additionally, the CONSULTANT may, after giving seven (7) days’ written notice to the OWNER, suspend services under this Agreement until the CONSULTANT has been paid in full all amounts due for services, expenses, and charges. Nothing herein shall require the OWNER to pay the late charge if the OWNER reasonably determines that the work is unsatisfactory, in accordance with this Article V, “Compensation,” there is a bona fide dispute concerning the amount due, or the invoice was not mailed to the address or in the form as described in this Agreement. The OWNER will notify CONSULTANT of any disputes within twenty-one (21) days of receipt of the invoice. E. Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201-4299. A pro-forma invoice shall be sent to the contract administrator. It is the intention of the City of Denton to make payment on completed orders within thirty days after receipt of invoice or items; whichever is later, unless unusual circumstances arise. Invoices must be fully documented as to labor, materials, and equipment provided, if applicable, and must reference the City of Denton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number. ARTICLE VI OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT or any subcontractors or subconsultants. ARTICLE VII OWNERSHIP OF DOCUMENTS All documents prepared or furnished by the CONSULTANT (and CONSULTANT’s subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and shall become the property of the OWNER upon the termination of this Agreement. The CONSULTANT is entitled to retain copies of all such documents. The documents prepared and furnished by the CONSULTANT are intended only to be applicable to this Project, and OWNER’s use of these documents in other projects shall be at OWNER’s sole risk and expense. In the event the OWNER uses any of the information or materials developed pursuant to this DocuSign Envelope ID: C7C00532-D18D-45AA-81AB-A1419DF27B6D 199 City of Denton, Texas Contract 7418 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 5 of 12 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 D 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 DocuSign Envelope ID: C7C00532-D18D-45AA-81AB-A1419DF27B6D 200 City of Denton, Texas Contract 7418 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 6 of 12 will be affected unless the other party is given (1) written notice (delivered by certified mail, return receipt requested) of intent to terminate and setting forth the reasons specifying the non-performance, and not less than fifteen (15) calendar days to cure the failure; and (2) an opportunity for consultation with the terminating party prior to termination. C. If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services and shall render a final bill for services to the OWNER within thirty (30) days after the date of termination. The OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily performed and for reimbursable expenses to termination incurred prior to the date of termination, in accordance with Article V “Compensation.” Should the OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in providing information. The CONSULTANT shall turn over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination, but may maintain copies of such documents for its use. ARTICLE XII RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the OWNER shall not constitute, nor be deemed a release of the responsibility and liability of the CONSULTANT, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by the OWNER for any defect in the design or other work prepared by the CONSULTANT, its employees, subcontractors, agents, and consultants. ARTICLE XIII NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) days’ mailing: To CONSULTANT: To OWNER: Halff Associates, Inc. City of Denton Lenny Hughes, PLA Purchasing Manager –File 7418 1201 N. Bowser Road 901B Texas Street Richardson, TX 75081 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 DocuSign Envelope ID: C7C00532-D18D-45AA-81AB-A1419DF27B6D 201 City of Denton, Texas Contract 7418 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 7 of 12 This Agreement and related exhibits constitute the complete and final expression of this Agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE XV SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. ARTICLE XVI COMPLIANCE WITH LAWS The CONSULTANT shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as those laws may now read or hereinafter be amended. ARTICLE XVII DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, sexual orientation, national origin or ancestry, age, or physical handicap. ARTICLE XVIII PERSONNEL A. The CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, or have any contractual relations with the OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. B. All services required hereunder will be performed by the CONSULTANT or under its supervision. All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services. 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 DocuSign Envelope ID: C7C00532-D18D-45AA-81AB-A1419DF27B6D 202 City of Denton, Texas Contract 7418 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 8 of 12 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 7418 – Recreation and Trails Masterplan (on file at the purchasing office) Exhibit B – Consultant’s Scope of Services Offer and Project Schedule Exhibit C – Consultant’s Compensation Rate Sheet Exhibit D – 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 Lenny Hughes. 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 DocuSign Envelope ID: C7C00532-D18D-45AA-81AB-A1419DF27B6D 203 City of Denton, Texas Contract 7418 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 9 of 12 steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the OWNER. E. The OWNER shall assist the CONSULTANT by placing at the CONSULTANT’s disposal all available information pertinent to the Project, including previous reports, any other data relative to the Project, and arranging for the access thereto, and make all provisions for the CONSULTANT to enter in or upon public and private property as required for the CONSULTANT to perform services under this Agreement. F. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. G. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. ARTICLE XXII INDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an independent contractor, not as an employee of the OWNER. CONSULTANT shall not have or claim any right arising from employee status. ARTICLE XXIII RIGHT TO AUDIT The OWNER shall have the right to audit and make copies of the books, records and computations pertaining to this agreement. The CONTRACTOR shall retain such books, records, documents and other evidence pertaining to this agreement during the contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within 10 business days of written request. Further, the CONTRACTOR shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to this agreement, and to allow the OWNER similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the OWNER unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the CONTRACTOR which must be payable within five business days of receipt of an invoice. Failure to comply with the provisions of this section shall be a material breach of this contract and shall constitute, in the OWNER’S sole discretion, grounds for termination thereof. Each of DocuSign Envelope ID: C7C00532-D18D-45AA-81AB-A1419DF27B6D 204 City of Denton, Texas Contract 7418 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 10 of 12 the terms "books", "records", "documents" and "other evidence", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. ARTICLE XXIV Prohibition On Contracts With Companies Boycotting Israel Supplier acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Supplier certifies that Supplier’s signature provides written verification to the City that Supplier: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXV Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Supplier certifies that Supplier’s signature provides written verification to the City that Supplier, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. DocuSign Envelope ID: C7C00532-D18D-45AA-81AB-A1419DF27B6D 205 City of Denton, Texas Contract 7418 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 11 of 12 ARTICLE XXVI CERTIFICATE OF INTERESTED PARTIES ELECTRONIC FILING In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The OWNER must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. ARTICLE XXVII PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of Interest Questionnaire. DocuSign Envelope ID: C7C00532-D18D-45AA-81AB-A1419DF27B6D 206 City of Denton, Texas Contract 7418 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 12 of 12 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______________________. THIS AGREEMENT HAS BEEN CITY OF DENTON, TX BOTH REVIEWED AND APPROVED “OWNER” as to financial and operational obligations and business terms. ______________________ ___________________ ______________________________ SIGNATURE PRINTED NAME TODD HILEMAN, CITY MANGER ATTEST: __________________________________________ CITY SECRETARY TITLE __________________________________________ BY: __________________________ DEPARTMENT APPROVED AS TO LEAGAL FORM: HALFF ASSOCIATES, INC. AARON LEAL, CITY ATTORNEY A TEXAS CORPORATION “CONSULTANT” BY: _______________________________________ ______________________________ BY: LENNY HUGHES, PLA ITS: VICE PRESIDENT ______________________________ TEXAS ETHICS COMMISION CERTIFICATE NUMBER DocuSign Envelope ID: C7C00532-D18D-45AA-81AB-A1419DF27B6D 2020-688735 Parks and Recreation Director of Parks and Recreation Gary Packan 207 CITY OF DENTON PARKS, RECREATION, AND TRAILS SYSTEM MASTER PLAN SCOPE OF SERVICES OCTOBER 27, 2020 1201 N. Bowser Richardson, TX 75081 (214) 346-6200 Page 1 of 15 EXHIBIT 'B' SCOPE OF SERVICES City of Denton Parks, Recreation and Trails System Master Plan Halff Associates Inc. (Halff) shall provide planning services to the City of Denton (City) that result in a Parks, Recreation, and Trails System Master Plan to guide the development of future parks, recreation, and trail priorities over the next ten years. The resulting master plan will include an implementation action plan that prioritizes projects over the next five and ten years. The development of the master plan will build upon previous efforts by City of Denton staff to prepare key elements of the master plan process. Key Halff team project staff assigned to this effort include:  Lenny Hughes, PLA – Project Manager  Kendall Howard, AICP – Deputy Project Manager  Tim May, PLA – QA/QC Manager Sub-Consultant Firms: Pros Consulting  Michael Svetz, Principal Planning Assumptions The scope of services for this proposal has been prepared using the following assumptions as a basis for its preparation: 1. The City of Denton will be referred to as City in this document, and the member consulting firms will be individually or collectively referred to as Halff. Halff Associates, Inc. will serve as the prime firm, and subcontracting firms may include, and PROS Consulting. 2. The project planning area will encompass the existing Denton City Limits and the City’s statutory extraterritorial jurisdiction (ETJ). 3. The City will appoint a contact person to work with Halff to act as an intermediary between City staff, City Council, the Master Plan Focus Group, the Parks, Recreation & Beautification Board, outside consultants, and other City, county and state government staff persons as required. Halff will take direction from the City’s Project Administrator. 4. The City of Denton will coordinate facilities, refreshments, and advertising for all stakeholder group and public meetings. 5. Reference to “meetings” in the scope of services indicates in-person or virtual meeting formats. Format will be determined when meetings are scheduled. DocuSign Envelope ID: C7C00532-D18D-45AA-81AB-A1419DF27B6D 208 CITY OF DENTON PARKS, RECREATION, AND TRAILS SYSTEM MASTER PLAN SCOPE OF SERVICES OCTOBER 27, 2020 1201 N. Bowser Richardson, TX 75081 (214) 346-6200 Page 2 of 15 6. The City will be responsible for advertising for all meetings and announcements. This includes outreach via the City’s existing social media channels (e.g., Facebook, Twitter, Next Door, etc.). 7. The City will commit the necessary resources to prepare adequately for the promotion of citizen participation in, and media coverage of, key community involvement meetings. The city might consider inviting other community organizations to co-sponsor or “co-host” such key events and provide further logistical support. 8. The City will provide information from all previous planning studies and master plans that may have an effect on the outcome of this planning effort. This information will be provided in digital format when possible and available. If no digital information is available, the City will create a reproduction, wherever possible, that will not have to be returned at the conclusion of the project. Prompt compilation and delivery of these documents to Halff is an essential prerequisite for the initiation of work and timely forward progress on individual tasks and deliverables. 9. The base scope of services is based on our understanding of the current status of the park master plan effort. Prompt delivery of all the previously compiled information and assessments is critical to ensure timely development of the master plan. 10. Input and feedback derived from the public engagement process will be assessed and incorporated into the various plan elements rather than compiled as stand-alone documents. 11. Expenses incurred by the consultant team, such as mileage, materials, food, etc., are integrated into the Base Plan cost in the scope of services. Additional printing or publication expenses will be an additional cost. 12. Tasks prepared as part of this planning effort may occur concurrently where appropriate, or in some cases may deviate from the sequence shown in this Scope of Services document. DocuSign Envelope ID: C7C00532-D18D-45AA-81AB-A1419DF27B6D 209 CITY OF DENTON PARKS, RECREATION, AND TRAILS SYSTEM MASTER PLAN SCOPE OF SERVICES OCTOBER 27, 2020 1201 N. Bowser Richardson, TX 75081 (214) 346-6200 Page 3 of 15 BASE SCOPE OF SERVICES PHASE 1 COMMUNITY UNDERSTANDING (DISCOVER) 1.1 PROJECT MANAGEMENT The Halff Project Manager will coordinate internal and sub-consultant team members; maintain the project schedule; and be available for phone or email discussions to address client needs. Halff will provide monthly project update memos via e-mail to the client. At the outset of the plan process Halff will also schedule bi-weekly coordination calls with the client to discuss schedule, status of deliverables, and outstanding needs. Product: Monthly project update memos delivered via e-mail. Total number of meetings: Bi-weekly coordination calls. Items Provided by City of Denton: Review of project update memos. 1.2 PROJECT INITIATION MEETING Halff will arrange an in-person meeting with appropriate City staff as designated by the City. Key Planning Team members from Halff and participating firms will attend. This meeting will accomplish several pre-planning objectives: A. Orientation. The City of Denton and the primary Halff team will become familiar with the project team structure and organization and arrive at a complete understanding of the roles and responsibilities of all project participants. B. Review of Key Issues. Key issues to be addressed during the course of the work will be reviewed with staff and team members. C. Schedule. Review contract schedule and establish key milestone dates. D. Information exchange. Discuss documentation needs and receive information as available. Halff will provide a list of required information in advance of this meeting. Product: Halff shall prepare meeting agenda, initial exhibits to aid discussion, a list of needed informational items and data, and meeting notes. Total number of meetings: One (01) in-person kick-off meeting. Items Provided by City of Denton: City shall recommend staff to attend and provide data as required to begin the planning process. 1.3 PARK, RECREATION, AND TRAIL FACILITY TOUR As a follow-up to the kick-off meeting, Halff, together with staff will participate in a two-day tour of representative parks, recreation, and trail facilities identified by the City in order to gain a thorough understanding of issues as identified by the City. Product: Halff shall apply information and understanding gained in follow-up tasks. Total number of meetings: Two (02) day tour of the city. Items Provided by City of Denton: The City shall arrange for a vehicle and serve as guide for the duration of the city tour. 1.4 REVIEW OF EXISTING PLAN MATERIALS Halff will review the information previously compiled for the parks master plan effort, including the following information: DocuSign Envelope ID: C7C00532-D18D-45AA-81AB-A1419DF27B6D 210 CITY OF DENTON PARKS, RECREATION, AND TRAILS SYSTEM MASTER PLAN SCOPE OF SERVICES OCTOBER 27, 2020 1201 N. Bowser Richardson, TX 75081 (214) 346-6200 Page 4 of 15 • Draft parks master plan • Draft trails chapter • Parks Design Guidelines and Standards • Community engagement results Halff will also review previously completed studies relevant to this effort, including: • Indoor Recreation Study (2019) • Park Strategic Plan • Trails Master Plan (2020) • Urban Forestry Master Plan (2020) • Comprehensive Plan 2030 • Aquatic Study Halff and City staff will participate in a work session to review the draft plan materials and come to a consensus about what does and doesn’t need to be updated moving forward. Product: Halff shall apply information and understanding gained in follow-up tasks. Total number of meetings: One (01) meeting to review the existing materials. Items Provided by City of Denton: The City shall provide all of the existing materials and participate in a work session with the Halff team. 1.5 BASE MAPPING Halff shall prepare base mapping that is comprehensive and sufficiently detailed for the project. Halff shall prepare the base mapping in a digital form for future use by the City (through incorporation of existing City digital base mapping files). GIS data, digital aerial photographs, and/or PDF illustrations obtained from the City will be used as the base information for the regional, citywide and neighborhood level maps which shall include: • Regional level – Including all areas in the City, ETJ, as well as relationship to surrounding cities. • City-wide level – Including study limits/sectors established by prior park master plans and other pertinent sectors as provided by the City of Denton in digital format. All mapping that is distributed in an illustrative format will be in PDF graphic file formats. Product: Halff shall prepare base regional and city-wide maps with information readily available. Except as stated herein, Halff is not responsible for digitizing, increasing the accuracy and precision, or otherwise improving data received from the City. Number of meetings: None. Items Provided by City of Denton: The City shall provide digital copies (as available), of most recent City mapping as specified in the data request form in GIS shapefile or geodatabase format and shall help facilitate the coordination of acquiring similar data from adjacent cities. 1.6 UPDATE APPLICABLE COMMUNITY CONTEXT INFORMATION Halff will review the previously compiled community context information and make updates where applicable to include the latest demographic data (using American Community Survey 5-Year Estimates information) and any updates to the park system inventory information. Halff will format the existing and updated information into a highly graphic, easily interpreted chapter for the final DocuSign Envelope ID: C7C00532-D18D-45AA-81AB-A1419DF27B6D 211 CITY OF DENTON PARKS, RECREATION, AND TRAILS SYSTEM MASTER PLAN SCOPE OF SERVICES OCTOBER 27, 2020 1201 N. Bowser Richardson, TX 75081 (214) 346-6200 Page 5 of 15 master plan document. Product: Formatted community context chapter of master plan document. Total number of meetings: None. Items Provided by City of Denton: The City shall provide Halff with the latest park system inventory information. PHASE 2 COMMUNITY ENGAGEMENT (DISCOVER) 2.1 MASTER PLAN FOCUS GROUP MEETINGS The Master Plan Focus Group is intended to guide the outcome of this project, provide intermediary reviews of concepts and broad recommendations, and help ensure the plan aligns with the goals of the community. The Master Plan Focus Group should be comprised of 10-15 key stakeholders that have an interest in parks and recreation in Denton. A total of three meetings with the Master Plan Focus Group will be held during the plan process: • Meeting 1, Introduction: At the introduction meeting, the focus will be on confirming the plan vision and goals and discussing how preferences may have changed since the master plan efforts first began. • Meeting 2, Assessment Review: At the mid-point meeting of the Focus Group, the project team will present the findings from the public engagement and needs assessment and discuss potential recommendations with the group. • Meeting 3, Final Review: At the final meeting of the Focus Group, the project team will present the draft plan recommendations and seek feedback. Product: Meeting materials and summary. Total number of meetings: Three (03) in-person meetings of the Master Plan Focus Group. Items Provided by City of Denton: The City shall assemble the Focus Group, invite members, and secure the meeting space. 2.2 INTERDEPARTMENTAL STAFF REVIEW GROUP MEETINGS An interdepartmental staff group made up of parks and recreation staff as well as key personnel from other departments that may impact or be impacted by the master plan will be established. The group will meet a total of three (03) times throughout the plan process to discuss needs and opportunities and to review the draft strategies. • Meeting 1, Introduction: At the introduction meeting, the focus will be on discussing existing conditions and future department efforts that may impact the parks and recreation system or needs. • Meeting 2, Assessment Review: At the mid-point meeting, the project team will present the findings from the public engagement and needs assessment results. • Meeting 3, Review of Recommendations: At the final meeting, the project team will present the draft plan recommendations and seek feedback. Product: Meeting materials and summary. DocuSign Envelope ID: C7C00532-D18D-45AA-81AB-A1419DF27B6D 212 CITY OF DENTON PARKS, RECREATION, AND TRAILS SYSTEM MASTER PLAN SCOPE OF SERVICES OCTOBER 27, 2020 1201 N. Bowser Richardson, TX 75081 (214) 346-6200 Page 6 of 15 Total number of meetings: Three (03) in-person meetings of the Interdepartmental Staff Review Group. Items Provided by City of Denton: The City shall set up the meeting, invite attendees, and secure the meeting space. 2.3 ELECTED AND APPOINTED OFFICIALS BRIEFINGS Halff will conduct two briefings with the Parks, Recreation & Beautification Board as part of the plan process to get their feedback and ensure they remain up to date on the plan development. • Meeting 1, Visioning: At the initial briefing, the focus will be on confirming the plan vision and goals and discussing how preferences may have changed since the master plan efforts began. • Meeting 2, Review: At the second briefing, the project team will present the public engagement and needs assessment findings as well as preliminary recommendations. The updated master plan will also be presented to the Board for a public hearing (see Task 6.2) as well as the City Council. Product: Meeting materials and summary. Total number of meetings: Two (02) briefings to the Parks, Recreation & Beautification Board. Items Provided by City of Denton: The City shall coordinate the agenda with the Board. 2.4 PUBLIC MEETINGS Halff will coordinate two virtual public meetings during the plan process; the first will be at the beginning of the process to confirm the community vision for the master plan and the second will be at the end of the process to present the draft plan recommendations for public feedback. Both meetings will be held via a virtual presentation (e.g. Zoom) and in addition, all public meeting materials will be posted on the project website (Task 2.7) so residents can participate remotely. Product: Halff shall prepare advertisements, presentations, exhibits, and graphic boards for meetings. Halff will also compile and summarize the input from each meeting. Total number of meetings: Two virtual public meetings. Items Provided by City of Denton: The City shall establish location and time for meetings; issue invitations and publicize meetings; and attend meetings as desired or appropriate. 2.5 COMMUNITY SURVEY Halff will prepare an abbreviated community survey to determine how parks and recreation needs and desires have changed since the master plan process has started and since the COVID-19 pandemic began. The survey will also focus on prioritizing already identified needs. Review Findings of Previous Survey and Identify Gaps. Before the updated survey questions are developed, Halff will first review the findings of the previous needs assessment survey and identify any potential gaps in the questions and resulting information. This will help prioritize which questions to ask for the updated community survey. DocuSign Envelope ID: C7C00532-D18D-45AA-81AB-A1419DF27B6D 213 CITY OF DENTON PARKS, RECREATION, AND TRAILS SYSTEM MASTER PLAN SCOPE OF SERVICES OCTOBER 27, 2020 1201 N. Bowser Richardson, TX 75081 (214) 346-6200 Page 7 of 15 Administering the Updated Survey. Abbreviated Online Survey: Halff will create and deliver a unique SurveyMonkey link that can be used to market the survey to the general public and will leave the link active and open until the desired number of surveys is completed. Once the survey is closed, Halff will develop a brief powerpoint summary of key findings. Product: Community survey development, administration, and summary of results. Total number of meetings: One (01) conference call to review the draft questions. Items Provided by City of Denton: The City shall review the draft question and advertise the survey on the project website and other appropriate media channels. 2.6 REFINED GOALS AND OBJECTIVES Halff will first participate in a work session with staff to review the previously identified goals and actions. As a result of the additional community engagement efforts, Halff will propose an overarching plan vision and associated refined goals and objectives for the plan. The updated goals and objectives will be reviewed by staff and the Focus Group at Meeting #2 (see Task 2.1). Product: Draft and final master plan goals and objectives. Total number of meetings: None. Items Provided by City of Denton: The City shall review the draft master plan goals and objectives and provide comments. 2.7 PROJECT WEBSITE Halff will provide content (including news blasts, draft documents) to keep the already established master plan project website up to date. The website will continue to be maintained by the City of Denton’s Public Information Office. Product: Content for project website. Total number of meetings: None. Items Provided by City of Denton: The City shall review and post the content provided by Halff on the project website. PHASE 3 NEEDS ASSESSMENT (ANALYZE) 3.1 PARK CONDITIONS ASSESSMENT The Halff Team will conduct park condition audits for up to ten (10) parks in the City. The parks should be representative of different types of parks found in Denton and will incorporate numerical rankings for various conditions. Composite conditions scores will be applied to each park to determine where facility replacement, rehabilitation, or reconstruction is most warranted. Product: Halff shall compile and summarize the input from the ten (10) park audits. Total number of meetings: None. Items Provided by City of Denton: The City shall review the park conditions assessment material compiled by the Halff team. DocuSign Envelope ID: C7C00532-D18D-45AA-81AB-A1419DF27B6D 214 CITY OF DENTON PARKS, RECREATION, AND TRAILS SYSTEM MASTER PLAN SCOPE OF SERVICES OCTOBER 27, 2020 1201 N. Bowser Richardson, TX 75081 (214) 346-6200 Page 8 of 15 3.2 PARKS LEVEL OF SERVICE REVIEW Halff will review the currently compiled level of service summary information in the draft master plan report and make updates where necessary using NRPA standards and a comparison to benchmark communities. Halff will also prepare a series of park service area maps for each park type depicting the typical service area. This will aid in identifying areas that are not well-served by existing parks. Product: Updated park LOS tables where applicable; park service area maps by park type. Total number of meetings: None. Items Provided by City of Denton: Review of updated LOS information. 3.3 UPDATE DRAFT PLAN NEEDS ASSESSMENT Halff will review the existing needs assessment previously prepared for the draft master plan. Halff will make updates to the needs assessment based on the updated engagement efforts, comparison to benchmark communities, and the findings from Tasks 3.1 – 3.2. This task will also include incorporating a high-level needs assessment summary associated with the trails plan and indoor recreation study that were previously conducted. Product: Updated needs assessment section for the master plan report. Total number of meetings: One (01) meeting with staff to review the updated needs assessment section of the report. Items Provided by City of Denton: The City shall review and provide feedback on the updated needs assessment summary. PHASE 4 PARKS, RECREATION, AND TRAILS SYSTEM (CREATE) 4.1 PARK & OPEN SPACE SYSTEM STRATEGIES Based on the current and anticipated growth in the City, Halff shall consider and provide recommendations to address the specific parks and open space needs and goals identified in Phase 3. These strategies will generally be categorized as follows: • Land Acquisition; • Park & Facility Development; • Park Improvements; and • Policy Related Recommendations. Product: Draft parks and open space system strategies in text, chart, and map form. Total number of meetings: None. Items Provided by City of Denton: The City shall review the draft recommendations. 4.2 INDOOR RECREATION FACILITY STRATEGY REVIEW & FORMATTING Halff shall review the 2019 Indoor Recreation Vision & Strategy and associated cost recovery findings and make any necessary adjustments to the recommendations. Halff shall also format the recommendations into the master plan report. Based on the current and anticipated growth in Denton, Halff will also make short and long-term DocuSign Envelope ID: C7C00532-D18D-45AA-81AB-A1419DF27B6D 215 CITY OF DENTON PARKS, RECREATION, AND TRAILS SYSTEM MASTER PLAN SCOPE OF SERVICES OCTOBER 27, 2020 1201 N. Bowser Richardson, TX 75081 (214) 346-6200 Page 9 of 15 recommendations for future aquatic facilities, including programming needs for future facilities, preferred location for future facilities, and criteria for ranking improvements. Product: Formatted recreation chapter and draft aquatic strategies. Total number of meetings: None. Items Provided by City of Denton: The City shall review the draft chapter information. 4.3 TRAIL PLAN REVIEW & FORMATTING Halff will review and confirm the information included in the draft trails master plan chapter and format the text, tables, and maps into the overall master plan format. Product: Formatted trail recommendations map and chapter. Total number of meetings: None. Items Provided by City of Denton: The City shall review the draft chapter. 4.4 STRATEGY PRIORITZATION In a work session with staff, the Halff team will present the draft strategies developed in Tasks 4.1 – 4.3 and determine priorities of each recommendation. The final result will be a prioritization matrix for the next five and ten years of park system development in Denton. Product: Strategy prioritization matrix. Total number of meetings: One (01) work session with Parks staff. Items Provided by City of Denton: The City shall participate in the work session and review the resulting prioritization matrix. 4.5 PARK DESIGN GUIDELINES AND STANDARDS Halff will conduct a high-level review of the draft Design Guidelines and Standards for Developed Open Space and suggest modifications where appropriate. Halff will also format the document as an Appendix to the overall master plan document. Product: Formatted Park Design Guidelines and Standards document as a master plan appendix. Total number of meetings: One (01) work session to review any comments. Items Provided by City of Denton: Participate in work session. PHASE 5 DRAFT PLAN (IMPLEMENT) 5.1 IMPLEMENTATION ACTION PLAN Halff shall review existing and prepare any additional cost estimates for the recommended strategies for the Parks, Recreation, and Trails System Master Plan by using previous bids, current contractor costs where available, or other locally based estimates. The cost estimates will: • Include maintenance costs for new facility improvements; • Use an average dollar amount per acre for land acquisition; and • Include cost ranges for proposed improvements, and identify key assumptions and items included in each estimate. Include contingencies that are appropriate for concept level estimates. DocuSign Envelope ID: C7C00532-D18D-45AA-81AB-A1419DF27B6D 216 CITY OF DENTON PARKS, RECREATION, AND TRAILS SYSTEM MASTER PLAN SCOPE OF SERVICES OCTOBER 27, 2020 1201 N. Bowser Richardson, TX 75081 (214) 346-6200 Page 10 of 15 Additionally, Halff shall review the five-year plan prepared by the City and make any adjustments deemed necessary. This plan will include five key elements organized into five-year increments: 1. Short range improvements to meet immediate needs. 2. Long range improvements to meet population growth, enhance the parks system, and meet the needs of City administrative staff. 3. Prioritization of improvements, to fund most critical projects first, based on demonstrated need, with less critical components being incorporated as funding allows. 4. Funding strategies to provide predictable funding resources for the proposed improvements. 5. Recreation modifications and improvements to address key recreation needs and deficiencies. Product: Cost estimates and implementation action plan in table format organized by five-year increments. Total number of meetings: None. Items Provided by City of Denton: Review draft cost estimates and implementation action plan. 5.2 DRAFT MASTER PLAN PREPARATION All of the previously compiled summary text, charts, and maps from Phases 1-4 will be incorporated into a formatted master plan document. Given the extent of the information provided, there is a need to separate the information into different volumes for ease of use by staff, elected/appointed officials, and citizens. The proposed breakdown of the volumes is as follows: • Executive Summary: Gives an overview of the master plan purpose and process, presents the vision and goals, and summarizes key recommendations. • Volume 1 (Blueprint): Outlines existing conditions, community context, community engagement findings, and needs assessment results. • Volume 2 (Playbook): Identifies the recommendations and implementation action plan and discusses funding opportunities and plan administration. Additionally, Halff will review and format the existing Parks Design Guidelines and Standards document as an appendix to the master plan. Product: Draft master plan document for review in PDF format (note: document will be prepared in Adobe InDesign). Total number of meetings: One (01) review meeting with staff in advance of the stakeholder and community review. Items Provided by City of Denton: Review the draft master plan and provide feedback. PHASE 6 PLAN ADOPTION (IMPLEMENT) 6.1 APPROVAL MEETINGS Halff will incorporate the comments from staff, the Master Plan Focus Group, and from the public meeting into a final draft of the master plan. Halff will participate in one (01) briefing presentation to the Parks, Recreation & Beautification Board and one (01) public hearing presentation to City Council for adoption. DocuSign Envelope ID: C7C00532-D18D-45AA-81AB-A1419DF27B6D 217 CITY OF DENTON PARKS, RECREATION, AND TRAILS SYSTEM MASTER PLAN SCOPE OF SERVICES OCTOBER 27, 2020 1201 N. Bowser Richardson, TX 75081 (214) 346-6200 Page 11 of 15 Product: Final draft of master plan document; meeting presentation materials. Total number of meetings: One (01) briefing to Parks, Recreation and Beautification Commission; one (01) public hearing presentation to City Council. Items Provided by City of Denton: The City shall coordinate the agenda with the applicable boards. 6.2 MASTER PLAN PUBLISHING Halff shall produce a high-resolution, full-color digital (PDF format) original of the Master Plan Report for use in immediate printing as part of this contract, as well as future printing and digital publication by the City of Denton. Halff shall prepare two (02) color copies of the Master Plan. Halff will also submit the final master plan to Texas Parks and Wildlife Department (TPWD) via the online system to ensure the updated plan is on file with the agency for future funding opportunities. Product: High-resolution digital files (PDF and InDesign package file) of master plan report; two (02) bound color copies of the final plan. Submission receipt of plan upload to TPWD. Total number of meetings: None Items Provided by City of Denton: The City shall perform a final review of the document and approve final reproduction. END OF BASE SCOPE OF SERVICES DocuSign Envelope ID: C7C00532-D18D-45AA-81AB-A1419DF27B6D 218 CITY OF DENTON PARKS, RECREATION, AND TRAILS SYSTEM MASTER PLAN SCOPE OF SERVICES OCTOBER 27, 2020 1201 N. Bowser Richardson, TX 75081 (214) 346-6200 Page 12 of 15 ANTICIPATED SEQUENCE OF MEETINGS Visit 1: Project Kick-Off (Phase 1) – multi-day - Project Initiation Meeting - Work session with staff to review existing materials - Two-day park, recreation, and trail facility tour Visit 2: Community Visioning (Phase 2) – multi-day - Master Plan Focus Group Meeting #1 - Interdepartmental Staff Review Group Meeting #1 - Parks, Recreation, and Beautification Board Briefing #1 - Public Open House Virtual Meeting Visit 3: Mid-Point Review (Phase 2) – multi-day - Master Plan Focus Group Meeting #2 - Interdepartmental Staff Review Group Meeting #2 - Parks, Recreation, and Beautification Board Briefing #2 Visit 4: Strategy Review (Phase 4) - Work session with staff to review draft plan strategies Visit 5: Plan Review (Phase 5) - Review session with staff to review draft plan Visit 6: Stakeholder Review (Phase 2) - Master Plan Focus Group Meeting #3 - Interdepartmental Staff Review Group Meeting #3 Visit 7: Community Touchpoint (Phase 2) - Public Open House Virtual Meeting Visit 8: Park Board Recommendation (Phase 6) - Park Board Public Hearing Visit 9: City Council Approval (Phase 6) - City Council Public Hearing DocuSign Envelope ID: C7C00532-D18D-45AA-81AB-A1419DF27B6D 219 CITY OF DENTON PARKS, RECREATION, AND TRAILS SYSTEM MASTER PLAN SCOPE OF SERVICES OCTOBER 27, 2020 1201 N. Bowser Richardson, TX 75081 (214) 346-6200 Page 13 of 15 ADDITIONAL SERVICES Halff also offers several potential additional services which may be considered for the parks master plan process. During the course or at the conclusion of the project, the City may deem it necessary to request further research or otherwise engage Halff in additional work efforts or subsequent phases not anticipated at project initiation or as set out in the Scope of Services. Any such additional services shall be specifically authorized by the City Council, as appropriate, and documented through a written amendment to existing Scope of Services or set out as follow up additional phase services. Virtual Public Engagement Room. In light of the COVID-19 pandemic, there may be state or local restrictions preventing large in-person meetings. If during this process an in-person public meeting cannot occur, we have the capabilities to create an online virtual room that mimics the activities that typically occur during an open house meeting, including introductory presentations, visual preference, brief surveys, and mapping input. We can work with you to tailor a solution unique to Denton to gain public input in a fully virtual manner. Online Interactive Mapping. Halff has the capabilities to develop an online mapping tool to seek additional public input. The ArcGIS based platform allows users to add points and lines with associated comments to an interactive map to indicate where needed improvements or additional facilities are needed. The output is location-specific feedback in GIS format that Halff uses to further analyze or confirm potential park, recreation, and trail opportunities. Personalized Park Story Map. Using the ArcGIS Online framework, Halff can create an interactive locator map of Denton’s existing parks, recreation facilities, and trails that incorporates key information about the facilities. By clicking on a park, recreation facility, or trail, details will pop including hours of operation, amenities, trail distances, photos, and other relevant information. This will provide the public with a fun way to digitally explore the parks, recreation, and trail system in Denton. Meetings in a Box. In order to get a broader range of input, Halff can prepare materials for public open houses so that they can be transportable to small group meetings at parks and recreation facilities. Materials will include presentation boards, maps, pre-prepared questions, and sign-in sheets. The timeframe to conduct these meetings will be determined by Halff and City staff so that input from these additional meetings can be incorporated into the planning process in a timely manner. On-Street Bikeway Assessment and Network Identification. In addition to the recreation trail assessment and network identification mapping included in the base scope of services, we can also provide services for assessing on-street bikeways and identifying future on-street routes. This would include a review of existing and planned routes, assessment of thoroughfare characteristics (speeds, volumes, pavement widths, etc.), and identification of barriers and key connections. Halff can also prepare guidance for design standards for on-street bicycle accommodations to be incorporated into development regulations. Digital Implementation Dashboard. As part of the implementation solution the Halff Team can provide a customized and tailored interactive online dashboard for the community to monitor progress towards implementation of the master plan. The dashboard is a tool to maintain transparency with the public on the progress of implementation, but more importantly, a tool for staff to track investments and improvements completed within parks. Staff will be able to utilize the dashboard to update yearly CIP requests, maintenance priorities, and 5- and 10-year project priority projections. DocuSign Envelope ID: C7C00532-D18D-45AA-81AB-A1419DF27B6D 220 CITY OF DENTON PARKS, RECREATION, AND TRAILS SYSTEM MASTER PLAN SCOPE OF SERVICES OCTOBER 27, 2020 1201 N. Bowser Richardson, TX 75081 (214) 346-6200 Page 14 of 15 FEE SCHEDULE City of Denton Parks, Recreation and Trails System Master Plan 1.0 Basic Services – Fee Summary Planning services as described in Exhibit A will be provided by Halff Associates, Inc. on a lump sum basis, with an authorized lump sum contract fee of $162,274 for the City of Denton Parks, Recreation and Trails System Master Plan. The lump sum fee includes compensation for document copying, printing, mileage, and associated expenses necessary for the planning effort. Phase Professional Fee 1 – Community Understanding $28,952 2 – Confirm Community Vision $40,390 3 – Needs Assessment $20,192 4 – Parks, Recreation & Trails System $46,608 5 - Draft Plan $20,484 6 - Plan Adoption $2,148 Subtotal $158,774 Direct Expenses $3,500 Grand Total – Basic Services $162,274 2.0 Additional Services and Meetings Should the need arise for additional services, including meetings, Halff can provide such services on an hourly basis and/or agreed upon fee. DocuSign Envelope ID: C7C00532-D18D-45AA-81AB-A1419DF27B6D 221 CITY OF DENTON PARKS, RECREATION, AND TRAILS SYSTEM MASTER PLAN SCOPE OF SERVICES OCTOBER 27, 2020 1201 N. Bowser Richardson, TX 75081 (214) 346-6200 Page 15 of 15 PROPOSED SCHEDULE City of Denton Parks, Recreation and Trails System Master Plan Phase Anticipated Timeframe 1 – Community Understanding January 2021 – March 2021 2 – Confirm Community Vision Engagement activities throughout plan process 3 – Needs Assessment April 2021 – June 2021 4 – Parks, Recreation & Trails System June 2021 – August 2021 5 - Draft Plan September 2021 – November 2021 6 - Plan Adoption December 2021 *Schedule subject to change. DocuSign Envelope ID: C7C00532-D18D-45AA-81AB-A1419DF27B6D 222 PHASE/TASK Principal-in-Charge Project Manager Deputy Project Manager Planner Planner Resilience Design Support QA/QC Implementation Graphic Support PROS Consulting Projected Phase Expenses PHASE 1 - COMMUNITY UNDERSTANDING $630.00 $8,060.00 $7,290.00 $1,104.00 $9,408.00 $0.00 $0.00 $1,680.00 $780.00 $0.00 $0.00 $28,952.00 Task 1.1: Project Management 0 2 8 0 4 0 0 0 0 0 14 $2,148.00 $2,148.00 $0.00 Task 1.2: Project Initiation Meeting 2 4 4 0 4 0 0 2 4 0 20 $4,198.00 $4,198.00 $0.00 Task 1.3: Park, Recreation, and Trail Facility Tour 0 16 16 0 16 0 0 0 0 0 48 $8,912.00 $8,912.00 $0.00Task 1.4: Review of Existing Plan Materials 0 2 16 4 24 0 0 0 0 0 46 $5,836.00 $5,836.00 $0.00Task 1.5: Base Mapping 0 0 2 0 12 0 0 0 0 0 14 $1,614.00 $1,614.00 $0.00Task 1.6: Update Applicable Community Context Info 0 2 8 8 24 0 0 4 0 0 46 $6,244.00 $6,244.00 $0.00TOTAL HOURS - PHASE 1 2 26 54 12 84 0 0 6 4 0 188 $28,952.00 $28,952.00 $0.00 PHASE 2 - CONFIRM COMMUNITY VISION $1,890.00 $8,680.00 $10,800.00 $3,312.00 $10,752.00 $660.00 $1,536.00 $0.00 $1,560.00 $1,200.00 $0.00 $40,390.00 Task 2.1: Master Plan Focus Group Meetings 6 12 20 12 24 0 0 0 4 0 78 $12,882.00 $12,882.00 $0.00 Task 2.2: Interdepartmental Staff Review Group Meetings 0 6 16 0 16 0 0 0 0 0 38 $5,812.00 $5,812.00 $0.00 Task 2.3: Elected and Appointed Officials Briefings 0 4 8 0 8 0 0 0 0 0 20 $3,216.00 $3,216.00 $0.00Task 2.4: Public Open Houses 0 4 16 16 24 0 12 0 4 8 84 $10,476.00 $10,476.00 $0.00Task 2.5: Community Survey 0 0 8 0 16 0 0 0 0 0 24 $2,872.00 $2,872.00 $0.00Task 2.6: Refined Goals and Objectives 0 2 8 8 4 4 0 0 0 0 26 $3,544.00 $3,544.00 $0.00Task 2.7: Project Website 0 0 4 0 4 0 0 0 0 8 16 $1,588.00 $1,588.00 $0.00TOTAL HOURS - PHASE 2 6 28 80 36 96 4 12 0 8 16 286 $40,390.00 $40,390.00 $0.00 PHASE 3 - NEEDS ASSESSMENT $0.00 $1,240.00 $3,780.00 $1,840.00 $8,064.00 $1,320.00 $2,048.00 $1,120.00 $780.00 $0.00 $0.00 $20,192.00Task 3.1: Park Conditions Assessment 0 0 8 0 24 0 16 0 2 0 50 $6,206.00 $6,206.00 $0.00Task 3.2: Parks Level of Service Review 0 0 4 4 16 0 0 0 0 0 24 $2,700.00 $2,700.00 $0.00Task 3.3: Update Draft Plan Needs Assessment 0 4 16 16 32 8 0 4 2 0 82 $11,286.00 $11,286.00 $0.00 TOTAL HOURS - PHASE 3 0 4 28 20 72 8 16 4 4 0 156 $20,192.00 $20,192.00 $0.00 PHASE 4 - PARKS, RECREATION & TRAILS SYSTEM $630.00 $7,440.00 $7,560.00 $2,208.00 $10,528.00 $1,650.00 $3,072.00 $2,240.00 $780.00 $0.00 $10,500.00 $46,608.00 Task 4.1: Park & Open Space System Strategies 0 4 16 8 24 8 0 0 4 0 64 $8,924.00 $8,924.00 $0.00Task 4.2: Indoor Rec. Facility Strategy Review & Formatting 0 8 12 0 24 0 0 0 0 0 44 $14,663.00 $6,788.00 $7,875.00Task 4.3: Trail Plan Review & Formatting 0 4 12 0 24 0 0 0 0 0 40 $5,548.00 $5,548.00 $0.00Task 4.4: Strategy Prioritization 2 4 8 16 8 0 8 4 0 0 50 $10,087.00 $7,462.00 $2,625.00Task 4.5: Park Design Guidelines and Standards 0 4 8 0 14 2 16 4 0 0 48 $7,386.00 $7,386.00 $0.00TOTAL HOURS - PHASE 4 2 24 56 24 94 10 24 8 4 0 246 $46,608.00 $36,108.00 $10,500.00 PHASE 5 - DRAFT PLAN $0.00 $1,240.00 $4,320.00 $2,024.00 $5,376.00 $1,320.00 $1,024.00 $2,240.00 $2,340.00 $600.00 $0.00 $20,484.00 Task 5.1: Implementation Action Plan 0 2 16 8 16 0 0 0 8 0 50 $6,868.00 $6,868.00 $0.00 Task 5.2: Draft Master Plan Preparation 0 2 16 14 32 8 8 8 4 8 100 $13,616.00 $13,616.00 $0.00 TOTAL HOURS - PHASE 5 0 4 32 22 48 8 8 8 12 8 150 $20,484.00 $20,484.00 $0.00 PHASE 6 - PLAN ADOPTION $0.00 $620.00 $1,080.00 $0.00 $448.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $2,148.00Task 6.1: Approval Meetings 0 2 4 0 0 0 0 0 0 0 6 $1,160.00 $1,160.00 $0.00Task 6.2: Master Plan Publishing 0 0 4 0 4 0 0 0 0 0 8 $988.00 $988.00 $0.00TOTAL HOURS - PHASE 6 0 2 8 0 4 0 0 0 0 0 14 $2,148.00 $2,148.00 $0.00 Total Hours by Staff Category/Person 10 88 258 114 398 30 60 26 32 24 1040 Subtotal - Basic Services Labor $3,150.00 $27,280.00 $34,830.00 $10,488.00 $44,576.00 $4,950.00 $7,680.00 $7,280.00 $6,240.00 $1,800.00 $10,500.00 $158,774.00 $148,274.00 $10,500.00 Subtotal - Estimated Expenses $3,500.00 $3,500.00 TOTAL BASIC FEE $162,274.00 $148,274.00 $10,500.00 Fee by Consultant Halff $148,274.00 PROS Consulting $10,500.00 Reimbursables (Halff) $3,500.00 $162,274.00 EXHIBIT C - DENTON PARKS, RECREATION, AND TRAILS SYSTEM MASTER PLAN FEE ESTIMATE Halff Associates Task Hourly Subtotal Task Fee Subtotal Task Fee (Halff)Task Fee (Total Subs) DocuSign Envelope ID: C7C00532-D18D-45AA-81AB-A1419DF27B6D 223 Exhibit D CITY OF DENTON INSURANCE REQUIREMENTS FOR CONTRACTORS Bidder's attention is directed to the insurance requirements below. It is highly recommended that bidders confer with their respective insurance carriers or brokers to determine in advance of Bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an apparent low bidder fails to comply strictly with the insurance requirements, that bidder may be disqualified from award of the contract. Upon bid award, all insurance requirements shall become contractual obligations, which the successful bidder shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. As soon as practicable after notification of bid award, Contractor shall file with the Purchasing Department satisfactory certificates of insurance, containing the bid number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractors are strongly advised to make such requests prior to bid opening, since the insurance requirements may not be modified or waived after bid opening unless a written exception has been submitted with the bid. Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted:  Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A- VII or better.  Any deductibles or self-insured retentions shall be declared in the bid proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.  Liability policies shall be endorsed to provide the following:  Name as additional insured the City of Denton, its Officials, Agents, Employees and volunteers. DocuSign Envelope ID: C7C00532-D18D-45AA-81AB-A1419DF27B6D 224  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:  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. DocuSign Envelope ID: C7C00532-D18D-45AA-81AB-A1419DF27B6D 225  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 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 DocuSign Envelope ID: C7C00532-D18D-45AA-81AB-A1419DF27B6D 226 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: C7C00532-D18D-45AA-81AB-A1419DF27B6D 227 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: C7C00532-D18D-45AA-81AB-A1419DF27B6D 228 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: C7C00532-D18D-45AA-81AB-A1419DF27B6D 229 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: C7C00532-D18D-45AA-81AB-A1419DF27B6D 230 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. 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 Halff Associates, Inc. X July 30, 2020 N/A DocuSign Envelope ID: C7C00532-D18D-45AA-81AB-A1419DF27B6D 231 Certificate Of Completion Envelope Id: C7C00532D18D45AA81ABA1419DF27B6D Status: Sent Subject: Please DocuSign: City Council Contract 7418 Recreation & Trails Masterplan Source Envelope: Document Pages: 37 Signatures: 3 Envelope Originator: Certificate Pages: 6 Initials: 1 Erica Garcia AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 erica.garcia@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 11/8/2020 10:08:28 PM Holder: Erica Garcia erica.garcia@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Erica Garcia erica.garcia@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 11/9/2020 8:07:30 AM Viewed: 11/9/2020 8:07:55 AM Signed: 11/9/2020 8:14:25 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 11/9/2020 8:14:28 AM Viewed: 11/9/2020 8:28:19 AM Signed: 11/9/2020 8:29:08 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: 50.27.157.167 Sent: 11/9/2020 8:29:11 AM Viewed: 11/10/2020 7:51:15 AM Signed: 11/10/2020 7:53:26 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lenny Hughes lhughes@halff.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 47.186.92.76 Sent: 11/10/2020 7:53:29 AM Viewed: 11/10/2020 3:02:03 PM Signed: 11/12/2020 9:47:10 AM Electronic Record and Signature Disclosure: Accepted: 11/10/2020 3:02:03 PM ID: 480cb33d-7dc3-4f7b-bb81-d8a3649a06ba 232 Signer Events Signature Timestamp Gary Packan Gary.Packan@cityofdenton.com Director of Parks and Recreation Parks and Recreation Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 11/12/2020 9:47:13 AM Viewed: 11/12/2020 9:53:21 AM Signed: 11/12/2020 9:54:40 AM Electronic Record and Signature Disclosure: Accepted: 11/12/2020 9:53:21 AM ID: a3e8f4fc-c24b-4a35-befd-546453f57873 Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 11/12/2020 9:54:43 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman Todd.Hileman@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/25/2017 11:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 11/9/2020 8:14:28 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: 11/12/2020 9:54:44 AM 233 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 Drew Huffman Drew.Huffman@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/13/2018 2:52:26 PM ID: 0fcc9a04-4fe5-41d0-935e-32877832cf92 Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 11/9/2020 8:07:30 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure 234 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: Lenny Hughes, Gary Packan, Todd Hileman, Drew Huffman 235 How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. 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McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-2392,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,a Texas home-rule municipal corporation,authorizing the City Manager,or his designee,to execute an Interlocal Cooperative Purchasing Agreement with the City of Celina,under the Texas Government Code,Section 791.001,to authorize City of Denton contracts for the purchase of various goods and services;authorizing the expenditure of funds therefor;and declaring an effective date (File 7531 - award an Interlocal Cooperative Purchasing Agreement with the City of Celina). City of Denton Printed on 12/3/2020Page 1 of 1 powered by Legistar™238 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance ACM: David Gaines DATE: December 7, 2020 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager, or his designee, to execute an Interlocal Cooperative Purchasing Agreement with the City of Celina, under the Texas Government Code, Section 791.001, to authorize City of Denton contracts for the purchase of various goods and services; authorizing the expenditure of funds therefor; and declaring an effective date (File 7531 – award an Interlocal Cooperative Purchasing Agreement with the City of Celina). INFORMATION /BACKGROUND Chapter 791 of the Texas Government Code authorizes respective participating governments to enter into agreements for the purchase of goods and services. The attached Agreement is an authorization for the City of Denton to participate in contracts awarded by the City of Celina, and for the City of Celina to participate in contracts awarded by the City of Denton. The contract will remain in effect until terminated by either party. This Agreement will allow both entities to utilize contracts for goods and services competitively solicited by the other party to the contract. The solicitation process followed by both entities meets all statutory procurement requirements per Local Government Code 271.102. Upon approval of the Agreement, the City of Celina intends to utilize the City of Denton’s IFB 7012-2 for Fire Department Uniforms. Chapter 791 of the Texas Government Code requires that Interlocal Cooperation Agreements be authorized by the governing body, regardless of amount. RECOMMENDATION Award an Interlocal Cooperative Purchasing Agreement with the City of Celina for various goods and services. PRINCIPAL PLACE OF BUSINESS City of Celina Celina, TX City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 239 ESTIMATED SCHEDULE OF PROJECT This Agreement is effective upon approval by the City of Denton and will remain in effect until terminated by either party. FISCAL INFORMATION Each future acquisition, based on the Agreement, will follow the City of Denton fiscal verification policy and be charged to the appropriate budget account. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Ordinance and Interlocal Agreement Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Lori Hewell, 940-349-7100. Legal point of contact: Marcella Lunn at 940-349-8333. 240 ORDINANCE NO. ___________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE AN INTERLOCAL COOPERATIVE PURCHASING AGREEMENT WITH THE CITY OF CELINA, UNDER THE TEXAS GOVERNMENT CODE, SECTION 791.001, TO AUTHORIZE CITY OF DENTON CONTRACTS FOR THE PURCHASE OF VARIOUS GOODS AND SERVICES; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND DECLARING AN EFFECTIVE DATE (FILE 7531 – AWARD AN INTERLOCAL COOPERATIVE PURCHASING AGREEMENT WITH THE CITY OF CELINA). THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or his designee, is hereby authorized to execute the Interlocal Cooperative Purchasing Agreement with the City of Celina under Section 791.001 of the Texas Government Code, a copy of which is attached hereto and incorporated by reference herein (the “Agreement”). SECTION 2. The City Manager, or his designee, is authorized to expend funds pursuant to the Agreement for the purchase of various goods and services. 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 this ordinance to the City Manager of the City of Denton, 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 [___ - ___]: Aye Nay Abstain Absent Mayor Chris Watts: ______ ______ ______ ______ Birdia Johnson, 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: ______ ______ ______ ______ 241 242 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: EB9D93C7-70B7-402C-9B14-54C1E9FE54E4 COOP 7531 Celina ILA Cori Power Not Applicable 243 INTERLOCAL COOPERATIVE PURCHASING AGREEMENT BETWEEN CITY OF CELINA AND CITY OF DENTON, TEXAS STATE OF TEXAS COUNTY OF DENTON THIS INTERLOCAL COOPERATIVE PURCHASING AGREEMENT (the “Agreement”) is made on the _______ day of December 2020, between the City of Denton, and City of Celina jointly referred to herein as “parties” and each separately as a “party.” WHEREAS, each party is authorized by Chapter 791 of the Texas Government Code (the “Interlocal Cooperation Act”), to enter into joint contracts and agreements for the performance of governmental functions and services including administrative functions normally associated with the operation of government such as purchasing necessary materials and supplies; WHEREAS, Section 271.102 of the Texas Local Government Code authorizes a local government to participate in a cooperative purchasing program with another local government or a local cooperative organization; WHEREAS, the parties recognize that participation in this cooperative purchasing program will be highly beneficial to the taxpayers of the parties through anticipated savings to be realized; WHEREAS, the parties cannot normally obtain the best possible purchase price for materials and supplies acting individually and without cooperation; WHEREAS, it is deemed in the best interest of all parties that said governments enter into a mutually satisfactory agreement for the purchase of certain materials and supplies; and WHEREAS, the parties, in performing governmental functions or in paying for the performance of governmental functions hereunder, shall make that performance or those payments from current revenues legally available to that party; NOW, THEREFORE, the parties hereto, in consideration of the mutual covenants and conditions contained herein and pursuant to the authority permitted under the Interlocal Cooperation Act, promise and agree as follows: I. Purpose A. The purpose of this Agreement is to establish a cooperative purchasing program between the parties, which will allow each party to purchase goods and services under each other’s competitively bid contracts pursuant to Subchapter F, Chapter 271 of the Texas Local Government Code. DocuSign Envelope ID: EB9D93C7-70B7-402C-9B14-54C1E9FE54E4 244 2 II. Duration of Agreement A. This Agreement shall be in full force and effect from the date it is duly executed by all parties until terminated by either party to this Agreement. Any party may modify and/or terminate this Agreement in accordance with the following terms and conditions: • The terms and conditions of this Agreement may be modified upon the mutual consent of all parties. Mutual consent will be demonstrated by approval of the governing body of each party hereto. No modification to this Agreement shall be effective and binding unless and until it is reduced to writing and signed by duly authorized representatives of all parties. • This Agreement may be terminated at any time by either party, with or without cause, upon thirty days’ written notice to the other party. Unless otherwise specified, written notice shall be deemed to have been duly served if delivered in person, sent (i) as an attachment to an email, (ii) by fax with a successful send confirmation, or (iii) by certified mail to the address as listed herein: City of Denton: Procurement Department Attn: Purchasing Manager City of Denton 901 B Texas Street Denton, TX 76209 Phone: 940-349-7100 Fax: 940-293-1837 purchasing@cityofdenton.com City of Celina: Purchasing Attn: Dawn Berry City of Celina 142 N. Ohio Celina, TX 75009 Phone: 469-813-4194 contracts@celina-tx.gov III. Relationship of Parties A. It is agreed that the parties, in receiving products and/or services specified in this Agreement, shall each act as an independent purchaser and shall have control of its needs and the way any such products and/or services are acquired. Neither party is an agent, employee or joint enterprise of the other, and each party is responsible for its own actions, forbearance, negligence and deeds, and for those of its agents or employees, in conjunction with the DocuSign Envelope ID: EB9D93C7-70B7-402C-9B14-54C1E9FE54E4 245 3 utilization and/or cooperative solicitation of any supplier agreement obtained in accordance with Texas law. B. The parties shall notify, using the notice procedures set forth in Section II.A, all participating entities of available contracts to include terms of contract, commodity cost, contact names and addresses, and shall keep participating parties informed of all changes to the list of contracts available for cooperative purchasing. C. Each party shall ensure that all applicable laws and ordinances have been satisfied with respect to any action taken by such party pursuant to this Agreement. D. Nothing in this Agreement shall prevent any participating party from accepting and awarding bids for commodities subject to this Agreement individually and on its own behalf. E. Purchasing Agent or their designee, is the official representative to act for the City of Denton in all matters relating to this Agreement. F. Purchasing Manager or their designee, is the official representative to act for City of Celina in all matters relating to this Agreement. IV. Purchase of Goods and Services A. All products and services shall be procured in accordance with all appropriate procedures governing competitive bids and competitive proposals, as required by the laws of the State of Texas. B. The parties will be able to purchase from those contracts established by the other party where notice has been given in the bid specifications and the successful bidder has accepted terms for cooperative purchasing agreements for local governments. C. The parties hereto agree that the ordering of products and services through this Agreement shall be their individual responsibility and that the successful bidder or bidders shall bill each party directly or, if deemed advantageous by the parties, to both parties. D. The parties agree to pay successful bidders directly for all products or services received from current revenues available for such purchase. Each party shall be liable to the successful bidder only for products and services ordered by and received by such party and shall not, by the execution of this Agreement, assume any additional liability. E. The parties do not warrant and are not responsible for the quality or delivery of products or services from the successful bidder. The participating parties shall receive all warranties provided by the successful bidder for the products or services purchased. DocuSign Envelope ID: EB9D93C7-70B7-402C-9B14-54C1E9FE54E4 246 4 F. If any dispute arises between individual parties and a successful bidder, such dispute shall be handled by and between the participating party’s governmental body and the bidder. V. Liability and Immunity Provisions A. It is understood and agreed between the parties that each party hereto shall be responsible for its own and its employees’ acts of negligence in connection with this Agreement. Neither party shall be responsible for any negligent act or omission of the other party or its employees in connection with this Agreement. It is specifically agreed that, as between the parties, each party to this Agreement shall be individually and respectively responsible for responding to, dealing with, insuring against, defending, and otherwise handling and managing liability and potential liability of itself and its employees pursuant to this Agreement. B. Notwithstanding the foregoing, each party hereto reserves and expressly does not waive any immunity or defense available at law or in equity, including governmental immunity, for any claim or cause of action whatsoever that may arise or result from the services provided and/or any circumstances arising under this Agreement. These provisions are solely for the benefit of the parties hereto and are not for the benefit of any person or entity not a party hereto; this Agreement shall not be interpreted nor construed to give any claim or cause of action to any third party. Neither party shall be held legally liable for any claim or cause of action arising pursuant to or out of the services provided under this Agreement, except as specifically provided by law. Where injury or property damages results from the joint or concurrent negligence of both parties, liability, if any, shall be shared by each party based on comparative responsibility in accordance with the applicable laws of the State of Texas, subject to all defenses available to them, including governmental immunity. C. This Agreement is expressly made subject to the parties’ governmental immunity under the Texas Civil Practice and Remedies Code and all applicable federal, state, and local laws, rules, regulations, ordinances, and policies. Nothing in this Agreement shall be deemed to waive, modify, or amend any legal defense available at law or in equity to either party or to create any legal rights or claim on behalf of any third party. Neither party waive, modify, or alter, to any extent whatsoever, the availability of the defense of governmental immunity under the laws of the State of Texas. VI. Miscellaneous A. Each party has the full power and authority to enter into and perform this Agreement and the person signing this Agreement on behalf of each party has been properly authorized and empowered to enter into this Agreement. The persons executing this Agreement hereby represent that they have authorization to sign on behalf of their respective party. B. In the event any one or more of the provisions contained in this Agreement shall be held, for any reason, to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, DocuSign Envelope ID: EB9D93C7-70B7-402C-9B14-54C1E9FE54E4 247 5 or unenforceability shall not affect the other provisions and the Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in this Agreement. C. This Agreement shall be binding upon the parties hereto, their successors, heirs, personal representatives, and assigns. Neither party will assign or transfer an interest in this Agreement without the prior written consent of the other party. D. By entering into this Agreement, the parties do not create any obligations, express or implied, other than those set forth herein, and this Agreement shall not create any rights in, or claims by, third parties who are not signatories to this Agreement. E. This Agreement shall be interpreted in accordance with the laws of the State of Texas and venue of any cause of action concerning this Agreement shall be in a court of competent jurisdiction sitting in Denton County, Texas. F. This Agreement, together with any referenced exhibits and attachments, constitutes the entire agreement between the parties hereto, and any prior agreement, assertion, statement, understanding, or other commitment occurring during the term of this Agreement, or subsequent thereto, has no legal force or effect whatsoever, unless properly executed in writing in accordance with Section II.A, and if appropriate, recorded as an amendment of this Agreement. G. Failure of any party, at any time, to enforce a provision of this Agreement, shall in no way constitute a waiver of that provision nor in any way affect the validity of this Agreement or the right of either party thereafter to enforce each provision hereof. No term of this Agreement shall be deemed waived or any breach excused unless the waiver shall be in writing and signed by the party claimed to have waived. Furthermore, any consent to or waiver of a breach will not constitute consent to or waiver or excuse of any other different or subsequent breach. H. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. I. Each party agrees that this Agreement and any other documents to be delivered in connection herewith may be electronically signed, and that any electronic signatures appearing on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. [Signature Page to Follow] DocuSign Envelope ID: EB9D93C7-70B7-402C-9B14-54C1E9FE54E4 248 Signature Page to Interlocal Cooperative Purchasing Agreement IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their authorized officers thereon the day and the year first above written. CITY OF CELINA, TEXAS CITY OF DENTON, TEXAS ____________________________ ____________________________ Dawn Berry, Purchasing Manager TODD HILEMAN, CITY MANAGER ATTEST: ATTEST: Vicki Tarrant, City Secretary ROSA RIOS, CITY SECRETARY BY: ________________________ BY: _________________________ APPROVED AS TO LEGAL FORM: APPROVED AS TO LEGAL FORM: Lance Vanzant, City Attorney AARON LEAL, CITY ATTORNEY BY: _________________________ BY: _________________________ Vicki Tarrant (Nov 17, 2020 13:14 CST) Vicki Tarrant Joe Vanzant (Nov 17, 2020 14:01 CST) DocuSign Envelope ID: EB9D93C7-70B7-402C-9B14-54C1E9FE54E4 249 7531 Celina ILA (Legal Updates) Final Audit Report 2020-11-17 Created:2020-11-17 By:Dawn Berry (dberry@celina-tx.gov) Status:Signed Transaction ID:CBJCHBCAABAASEyiKNT0IXAWgIq9aOuAqlJoxUS3IlT0 "7531 Celina ILA (Legal Updates)" History Document created by Dawn Berry (dberry@celina-tx.gov) 2020-11-17 - 3:02:29 PM GMT- IP address: 162.253.219.177 Document emailed to Vicki Tarrant (vtarrant@celina-tx.gov) for signature 2020-11-17 - 3:04:09 PM GMT Email viewed by Vicki Tarrant (vtarrant@celina-tx.gov) 2020-11-17 - 7:14:12 PM GMT- IP address: 104.143.198.85 Document e-signed by Vicki Tarrant (vtarrant@celina-tx.gov) Signature Date: 2020-11-17 - 7:14:51 PM GMT - Time Source: server- IP address: 162.253.219.177 Document emailed to Joe Vanzant (lvanzant@hbwvlaw.com) for signature 2020-11-17 - 7:14:53 PM GMT Email viewed by Joe Vanzant (lvanzant@hbwvlaw.com) 2020-11-17 - 8:00:45 PM GMT- IP address: 66.134.7.99 Document e-signed by Joe Vanzant (lvanzant@hbwvlaw.com) Signature Date: 2020-11-17 - 8:01:24 PM GMT - Time Source: server- IP address: 66.134.7.99 Agreement completed. 2020-11-17 - 8:01:24 PM GMT DocuSign Envelope ID: EB9D93C7-70B7-402C-9B14-54C1E9FE54E4 250 Certificate Of Completion Envelope Id: EB9D93C770B7402C9B1454C1E9FE54E4 Status: Sent Subject: Please DocuSign: City Council Contract 7531 Celina ILA Source Envelope: Document Pages: 8 Signatures: 1 Envelope Originator: Certificate Pages: 6 Initials: 1 Cori Power AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 cori.power@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 11/18/2020 8:24:05 AM Holder: Cori Power cori.power@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Cori Power cori.power@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 11/18/2020 8:46:14 AM Viewed: 11/18/2020 8:46:21 AM Signed: 11/18/2020 8:46:46 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 11/18/2020 8:46:48 AM Viewed: 11/18/2020 8:58:07 AM Signed: 11/18/2020 9:03:35 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 11/18/2020 9:03:36 AM Viewed: 11/18/2020 1:27:06 PM Signed: 11/18/2020 1:38:34 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 11/18/2020 1:38:35 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: 251 Signer Events Signature Timestamp Accepted: 7/25/2017 11:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 11/18/2020 8:46:48 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: 11/18/2020 1:38:36 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 11/18/2020 1:38:36 PM Viewed: 11/18/2020 1:52:48 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Zolina Parker zolina.parker@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign 252 Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 11/18/2020 8:46:14 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure 253 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-2383,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 an agreement with Dina L.Fisher for art design and production services for the Public Art sculpture installation to be located at Industrial Street Park,108 Industrial Street;providing for the expenditure of funds therefor;and providing an effective date (RFQ 7265-001 -awarded to Dina L.Fisher,in the not-to exceed amount of $80,000). City of Denton Printed on 12/4/2020Page 1 of 1 powered by Legistar™257 City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance ACM: David Gaines DATE: December 7, 2020 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute an agreement with Dina L. Fisher for art design and production services for the Public Art sculpture installation to be located at Industrial Street Park, 108 Industrial Street; providing for the expenditure of funds therefor; and providing an effective date (RFQ 7265-001 – awarded to Dina L. Fisher, in the not-to exceed amount of $80,000). INFORMATION/BACKGROUND Summary of the history and work of DWIF The Denton Women’s Interracial Fellowship (DWIF) emerged in the early 1960s in response to the challenges of strained race relations in Denton, particularly as they related to newly integrated schools. The shared experience of motherhood strengthened the bond among the group members and propelled them to act to challenge stereotypes and further interracial cooperation. The efforts of DWIF members had a significant impact on the lives of black Denton residents. After Denton High School was integrated and Fred Douglass/Fred Moore High School was closed in 1963, the members helped transport black children to and from the newly integrated high school, because the high school was far away from where most black residents lived. The members also held tutoring sessions for black students who were struggling in the new school. These efforts led to higher enrollments of black students at Denton High School. Additionally, the DWIF made it a priority to increase black political participation in all levels of government. Periodically, they would send black and white pairs of fellowship members door to door to assist residents in registering to vote. They also volunteered to drive black residents to and from polls to increase turnout. This commitment to increase black political participation led to more and more black candidates running for local and state positions and increased the trust that black Dentonites had in the political system. Fellowship members also focused on the conditions of daily life that separated black and white Denton residents. Basic services like paved streets, sidewalks, and water or sewer systems had been long absent in black areas of the City. Through regular door to door canvassing, exposure of the racist practices of certain white landlords and the circulation of petitions, the DWIF was able to secure the improvement and enlargement of existing water and sewer systems and the paving of all streets in predominantly black areas of the City. Through these concerted efforts, members of the DWIF worked to ensure that black residents 258 received the same services as white residents. Prior Review October 8, 2019 – City Council work session meeting, the pending requests work session item included a request presented from Council Member Paul Meltzer for a discussion to recognize the DWIF. City Council requested additional information on the history of the DWIF to determine what would be the best path forward to engage the public and develop options for recognition. January 28, 2020 – City Council meeting, Council Member Paul Meltzer presented a request to the full Council regarding consideration of a monument to the Denton Women’s Interracial Fellowship. Following discussion, the consensus of the City Council was to refer the item to the Public Art Committee to determine interest in a memorial. March 5, 2020 – The Public Art Committee (PAC) provided direction to move forward with this project, but requested staff follow up on possible locations, including the park being developed at Rayzor Ranch, Industrial Street Park, and Fred Moore Park/American Legion Hall, and provided direction that the piece should be realistic representations of the women involved. June 22, 2020 – PAC appointed Michelle Lynn, Alicia Eggert, and Georgina Ngozi to the project subcommittee for artist selection. September 25, 2020 – Subcommittee approves moving forward with the proposal by artist Dina Fisher. October 20, 2020 – City Council approved an ordinance to execute an agreement with the Texas Commission on the Arts for an Arts Respond-Cultural District Program Grant in the amount of $28,000 for the period of September 1, 2020 through August 21, 2021. October 21, 2020 – Public meeting with members of the Denton Women’s Interracial Fellowship. The project art proposal and location were discussed. Members present unanimously approved the art concept. The members considered the Fred Moore Park vs. Industrial Park location options. Members unanimously chose the Industrial Park location due to higher foot traffic and better parking. There were twelve people in attendance. PAC reviewed and approved the project art concept and expense in their meeting held October 22, 2020. The approval was for the art concept (7-0). The approval for the Industrial Park location was (6-1). With the desired location from members of the DWIF being Industrial Park, this does increase the site development costs. Phase 1 of the project will be the construction and installation of the artwork with full accessibility to the public. This phase is anticipated to cost $100,000 with $80,000 being the art work and $20,000 estimated for the foundation and miscellaneous site improvements. Phase 2, while no concept has been finalized, it is anticicpated that this would occur within the next 1-2 years. This phase will consist of lighting, grading, irrigation, and additional site work. The final cost for this phase is yet to be determined, but staff is working on this diligently in order to finalize anticipated costs and to secure additional funding. Request for Qualifications for public art projects was solicited using the City’s formal solicitation process. City Council approved a pre-qualified list of artist services firms on April 7, 2020 (Ordinance 20-726). PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On April 7, 2020, Council approved RFQ 7265 for a prequalified list of artists for public art projects (Ordinance 20-726). 259 RECOMMENDATION Award a conract with Dina L Fisher, for art design and production services for the Public Art sculpture installation to be located in Industrial Park at 108 Industrial Street, in a not-to-exceed amout of $80,000. PRINCIPAL PLACE OF BUSINESS Dina L. Fisher Chatsworth, CA ESTIMATED SCHEDULE OF PROJECT This project will be started upon approval with a completion date by June 30, 2021. FISCAL INFORMATION The project is funded from Hotel Occupancy Tax funds dedicated to Public Art and a grant from Texas Commission on the Arts. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Presentation Exhibit 3: Ordinance and Contract Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Gary Packan, 940-349-7460. Legal point of contact: Marcella Lunn at 940-349-8333. 260 Denton Women’s Interracial Fellowship MonumentGary PackanParks and Recreation DirectorDecember 7, 2020PAC 20‐035; Sept. 4, 2020Exhibit 3December 7, 20201File ID 20‐2383261 DWIF Monument•Budget: $80,000 •Status: Concept•Artist and proposal selected by subcommittee•Next steps: •Plan meetings with DWIF members to discuss project•Finalize project plan•Project needs to be completed by August 20212December 7, 2020File ID 20‐2383262 Artist – Dina Fisher•Multi-media artist creating “nuanced” public art including murals to interactive sculptures.•Involves community in the design process.•Has family history similar to members of the DWIF.3December 7, 2020File ID 20‐2383263 Artist InspirationThe DWIF Memorial Art Installation bursts with every color of the rainbow, celebrating the visionary women of DWIF. Through the lens of hope, love, trust and friendship, they overcame cultural barriers to help Denton re-imagine race relations.4December 7, 2020File ID 20‐2383264 Art Style•“ANIMATED” DISC - LENTICULAR ART•The installation’s most prominent piece is a monumentally sized disc whose colors morph and change as the person viewing it moves. This animation affect is achieved with a process called “lenticular” art. There’s no electricity or computer involved, it’s a purely physical phenomenon.5December 7, 2020File ID 20‐2383265 Project6December 7, 2020File ID 20‐2383266 Project7December 7, 2020File ID 20‐2383267 Project8PAC20‐0408December 7, 2020File ID 20‐2383268 Project9PAC20‐0409December 7, 2020File ID 20‐2383269 Location & Layout10December 7, 2020File ID 20‐2383270 Location –Industrial Street Park11December 7, 2020File ID 20‐2383271 Location –Industrial Street Park12December 7, 2020File ID 20‐2383272 Questions?1313December 7, 2020File ID 20‐2383273 274 275 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 77BA5CDF-5850-47C4-A8E7-0465017CBDED Not Applicable FILE 7265-001 Lori Hewell DWIF Art Piece 276 CONTRACT FOR THE DESIGN AND COMMISSION OF PUBLIC ARTWORK This Contract for the Design and Commission of Public Artwork (this “Contract”) is made and entered into as of _______________ by and between the City of Denton, a Texas home-rule municipality (“City”), and Dina L. Fisher (“Artist”). ARTICLE I. INTRODUCTION 1.1 Purpose The purpose of this Agreement is to state the terms and conditions under which the Artist shall execute, fabricate, and install the Artwork in accordance with the Final Design as shown in Exhibit A at the location described and depicted in Exhibit B as described in this Contract. The Artist shall retain artistic control of the services performed under this Contract, subject only to the limitations and conditions imposed by this Contract. 1.2. Definitions The following terms, as used in this Contract, have the meanings identified below. Terms not defined below will have their ordinary and customary meanings, as generally used in the field of public art. (a) “Approval” means prior, written authorization from the Contract Administrator for the Artist to take an action under this Contract. (b) “Artist” has the meaning as defined in the heading of this Contract. (c) “Artwork” means the original piece of public art conceived, designed, implemented, constructed, and installed by the Artist as set out in this Contract. (d) “City” means the City of Denton, acting by and through its duly authorized City Manager or designee. (e) “Contract” means this contractual document for the Design and Commission of Public Artwork between the City and the Artist, including any and all attachments, exhibits, and amendments. (f) “Contract Administrator” means the Director of the City’s Parks and Recreation Department, or his designee. (g) “Contract Price” means the total compensation, identified in Section 3.1, to be paid to the Artist pursuant to this Contract. (h) “Effective Date” means the date on which this Contract becomes fully effective as between the Parties, and is the date provided in the heading of this Contract. DocuSign Envelope ID: 77BA5CDF-5850-47C4-A8E7-0465017CBDED 277 (i) “Facility” means Industrial Street Park located at 108 Industrial Street. (j) “Final Design” means the Final Design of the Artwork depicted in Exhibit A. (k) “Notice” means the prior, written announcement of a Party’s intention to take an action, or readiness to take action, authorized or required by the Contract. (l) “Party” means either the City or the Artist, and “Parties” means the City and the Artist collectively. (m) “Schedule” means the full and complete schedule developed and prepared by the Artist, for input and Approval from the City, to address the design, fabrication, delivery, transportation, and installation of the Artwork. (n) “Site” means the portion of the Facility on which the Artwork will be installed. (o) “Sponsoring Department” means the Parks and Recreation Department of the City. 1.3. Term of the Contract The term of this Contract shall begin on the Effective Date and end on September 1, 2021, unless terminated earlier in accordance with the requirements of this Contract. ARTICLE 2. ARTIST’S RESPONSIBILITIES AND COMMITMENTS 2.1. General Services (a) The Artist shall not start any work under this Contract until the Artist receives the Notice to proceed from the City. (b) The Artist shall determine the artistic expression, scope, design, color, size, material, and texture of the Artwork, subject to Approval by the City. (c) The exact location of the Site will be mutually agreed upon by the Parties and shall be within the area depicted on Exhibit B. (d) The Artist may request, at any time, all information, materials, and scaled drawings of the Site, if available, and any reasonable assistance required by the Artist to enable the Artist to perform the services required by this Contract. To the extent such information is available to the City or to third parties under the City’s control, the City will promptly provide such information to the Artist. 2.2. Schedule DocuSign Envelope ID: 77BA5CDF-5850-47C4-A8E7-0465017CBDED 278 (a) Prior to beginning any other work under this Contract, the Artist shall develop and provide to the City a tentative Schedule with a delivery date of not later than September 1, 2021. (b) The Artist shall coordinate with the City in order to ensure that all relevant dates and times are included and accounted for in the Schedule. (c) The City will either issue Approval of the Schedule, with or without modifications, or reject the draft Schedule. If the City rejects the draft Schedule, the Artist shall revise and resubmit the draft Schedule within the time period required by the City in its Notice of rejection. (d) When the City gives its Approval of the Schedule, either with or without modifications, it will issue Notice to the Artist to proceed with the design of the Artwork. (e) Once approved by the City, the Schedule shall control all design, review, fabrication, implementation, transportation, installation, and completion deadlines for the Artwork. 2.3. Changes to the Schedule (a) The Artist may only make modifications to the approved Schedule upon written request to, and Approval of, the City. The City may request from the Artist any information or documentation it deems necessary in order to evaluate any request to amend the approved Schedule. (b) The City may, on its own initiative and at any time, direct any changes to the approved Schedule it deems necessary or appropriate. 2.4. Design (a) The Artist shall perform all services, including but not limited to meeting with City staff and City-designated advisors and stakeholders as directed by the Contract Administrator, in order to prepare the Final Design of the Artwork. (b) The Artist shall perform as many inspections and investigations of existing Site conditions as needed, prior to installation of the Artwork, and shall ensure that the Final Design appropriately accounts for all existing Site conditions. If the Artist believes any differences, discrepancies, errors, omissions, or inconsistencies exist between the Artist’s inspection of the Site and the Site materials provided by the City, the Artist must notify the City prior to continuing with design and/or installation of the Artwork. (c) Within 30 days after the Notice to Proceed by the City, the Artist shall prepare and submit to the City, at a minimum, the following: (1) Working drawings detailing all elements of the Artwork and the means of installing the Artwork at the Site, together with the Design Sketches and any other DocuSign Envelope ID: 77BA5CDF-5850-47C4-A8E7-0465017CBDED 279 graphic material requested by the City. The drawings will become part of this Contract upon receipt. (2) A written maintenance plan that includes, but is not limited to, all technical information about the materials, the strength, durability, and maintenance requirements of the proposed Artwork, information on the appropriate maintenance and preservation of the Artwork, and any associated replacement costs. (3) A list of permits that will be required for the completion of the Artwork. (4) An itemized budget for completion of the Artwork, including written vendor quotes for all materials, fabrication, engineering, installation, permitting, insurance, and any other associated costs. (5) An updated Schedule. (d) Within 30 days of its receipt of the materials and information as set out in Subsection 2.4(c), the City will notify the Artist of any revisions to the Final Design required by the City, which revisions shall automatically become incorporated into the Final Design. The reasons the City may require the Artist to revise the Final Design, include but are not limited to: (1) To comply with any applicable statutes, ordinances, or regulations. (2) To account for any life, health, safety, or security concerns. (3) Any non-aesthetic reason that the City, in its sole judgment and discretion, deems necessary or appropriate. 2.5. Fabrication (a) Following City approval of the Final Design, the City will issue Notice to proceed with fabrication to the Artist, which will advise the Artist of any required modifications to the Schedule. (b) After the City provides Notice to proceed, the Artist shall begin fabrication and installation of the Work at the Site in accordance with the Schedule. (c) The City shall have the right to review the Artwork at reasonable times and locations throughout the fabrication and installation process. The Artist shall submit to the City any progress reports requested by the City or identified in the Schedule. (d) Upon completing the fabrication of the Artwork and prior to beginning any transportation or installation, the Artist shall: DocuSign Envelope ID: 77BA5CDF-5850-47C4-A8E7-0465017CBDED 280 (1) Give the City Notice that all pre-installation fabrication is complete and that the Artist is ready to begin installation of the Artwork at the Site. (2) Conduct any further Site inspections necessary to verify that installation of the Artwork can proceed according to the Final Design. The Artist shall immediately give Notice to the City of any changes to the Site observed since the inspection conducted pursuant to Section 2.4, and the Parties will resolve any such changes via the change procedures set out in Section 2.8 prior to installation. (3) At the City’s request, attend one or more pre-installation meetings as necessary to allow the Artist to adequately plan for delivery and installation of the Artwork. (4) Obtain all required permits for delivery and installation of the Artwork. 2.6. Installation (a) After the City has received the Artist’s Notice that pre-installation fabrication is complete and any Site issues are resolved, the City will give Notice to the Artist authorizing installation of the Artwork at the Site. The Artist shall only start installation after receiving this Notice. At the City’s direction, the Artist may be required to successfully complete any Site-specific or general safety training prior to entering the Site. (b) If the City fails to provide notice to proceed with installation within the timeframe specified in the Schedule, despite the fact that the Artist is ready and able to begin installation, the Artist shall store the Artwork at the Artist’s facility at no cost to the City. If the Artist is unable to do so, and provides a written explanation to the City, the City will either: (1) make arrangements for storage of the Artwork at a City-controlled or commercial storage facility; or (2) direct the Artist to obtain three quotes for storage at a commercial storage facility, approve one of the quotes, and agree to reimburse the Artist for any direct, out- of-pocket, reasonable transportation and storage costs incurred by the Artist. Any reimbursements to which the City agrees will be reduced to writing in a Contract amendment. (c) The Artist shall remain responsible for all expenses, labor, and equipment necessary to prepare the Site for installation of the Artwork. (d) The Artist shall take all necessary precautions to protect and preserve the integrity and finish of adjacent surfaces and landscaping features while installing the Artwork. If requested by the City, the Artist shall return adjacent surfaces or landscape features DocuSign Envelope ID: 77BA5CDF-5850-47C4-A8E7-0465017CBDED 281 impacted by the installation to the condition that existed prior to installation of the Artwork. (e) At all times during the installation of the Artwork, the Artist shall comply with all posted safety information signs and shall comply with all requirements for use of personal protective equipment. The Artist shall comply with any directive necessary for the preservation of life, health, or property that is given by the City or any law enforcement or administrative officer with jurisdiction over the Facility. 2.7. Changes to the Artwork (a) At any time prior to closeout as set out in Section 2.9, the Artist may make changes to the Final Design or the Artwork, whether for aesthetic, safety, construction, or other reasons, and the City may likewise direct the Artist to make changes to the Final Design or Artwork for any nonaesthetic reason. Such changes to the Final Design or Artwork shall be made as follows: (1) Minor changes to the Final Design or Artwork initiated by the Artist require Notice to, but not Approval from, the City. Minor changes are changes that do not impact the overall scope, layout, color, shape, size, material, texture, or structural elements of the Artwork. The City has the sole discretion to determine what constitutes a minor or major change. The Artist may consult with the Contract Administrator, as needed, to ensure changes are properly classified as minor and major. The City may also reject, for non- aesthetic reasons, a minor change within 20 days of receipt of the Notice from the Artist of the change. (2) Major changes to the Final Design or Artwork initiated by the Artist require Approval by the City. Major changes include, but are not limited to, changes to the overall scope, layout, imagery, color, shape, size, material, texture, or structural elements of the Artwork. The City may reject any proposed major change for any reason. If the City rejects a major change, the Artist shall either continue with the Final Design as approved by the City, or shall revise and resubmit the proposed major change within 10 days of the City's original rejection. If the City rejects any re-submitted change, the City may terminate this Contract for convenience pursuant to Section 5.4, if the Artist will not revert to the Final Design without the proposed changes. (b) All major changes initiated and approved under this Section 2.7 shall be documented in a Contract amendment, executed by both Parties. The City may, in its sole discretion, determine that any change, whether initiated by the City or by the Artist, warrants an adjustment of the Contract Price or the Schedule, or both. Any adjustment to the Contract Price shall be included in a corresponding Contract amendment. Any adjustment to the Schedule must be documented and provided to both Parties. If the City does not change the Contract Price, the Artist shall bear the sole risk and cost of any changes to the Final Design or Artwork. DocuSign Envelope ID: 77BA5CDF-5850-47C4-A8E7-0465017CBDED 282 2.8. Completion (a) The Artist shall give Notice to the City when the Artist believes the installation of the Artwork is complete. The Artist shall attend any inspection of the Artwork by the City. (b) If the City determines that the Artwork is unsafe, incomplete, or materially inconsistent with the Final Design, the City may take any of the following actions: (1) Accept the Artwork as constructed and installed, reserving its right to modify the Contract Price to address the unsafe, incomplete, or materially inconsistent conditions; (2) Direct the Artist to correct any unsafe, incomplete, or materially inconsistent condition in the Artwork, at the Artist’s cost, reserving the City’s right to modify the Contract Price in order to account for any delays caused by the deficiencies. The Artist shall bear the sole risk that the time required to comply with the City’s directions will exceed the time allotted under the Schedule; or (3) Reject the Artwork and terminate this Contract for cause in the manner set out in Section 5.4, reserving any and all other remedies available to the City under this Contract or applicable law. If the City terminates this Contract for cause under this Section, the opportunity to cure provided in that Section will not apply. (c) The Artist shall be responsible for any and all clean-up of the Site, including the proper recycling or disposal of any unused, excess, or leftover materials not incorporated into the Artwork. If the Artist fails to do this and the City incurs additional costs to clean up the Site, the City shall be entitled to deduct all such costs from the final milestone payment. (d) If the City accepts the Artwork, either with or without modifications to the Contract Price, the City will issue a Certificate of Completion in a form provided by the City. The issuance of a Certificate of Completion does not waive any rights or remedies afforded the City in this Contract or by law, nor does it waive any deficiencies in the Artist’s work. 2.9. Closeout (a) Within 30 days after installation of the Artwork is complete and the City has accepted the Artwork, the Artist shall submit to the City the following: (1) A full set of as-builts (updated plans, specifications, and documentation) reflecting the actual installation of the Artwork and noting any deviations from the Final Design. (2) A final maintenance plan. DocuSign Envelope ID: 77BA5CDF-5850-47C4-A8E7-0465017CBDED 283 (3) A final budget report if requested by the City. (4) A plaque information form if requested by the City. (5) An affidavit of bills paid, in a form provided by the City. (b) Within 30 days after the Artist provides the documents specified above in this Article, the City will evaluate the Artist’s compliance with the terms of this Contract. 2.10. Lectures and Public Education The Artist shall, if requested by the City, attend and present at least one lecture or other public education event to an audience designated by the City, in the format requested by the City and on a mutually agreeable date and time. The public education event, if required by the City, shall be without additional compensation to the Artist. ARTICLE 3. PAYMENT TO ARTIST 3.1. Contract Amount The Contract Price for this Contract is $80,000.00. 3.2. Full Consideration In exchange and consideration for the Artist undertaking the obligations in this Contract, the City agrees to pay the Artist the Contract Price. The Artist agrees that the Contract Price is the only compensation owed to the Artist under this Contract, and agrees to be solely responsible for all costs related to design, execution, fabrication, transportation, travel, delivery, mailing, shipping, delivery, installation, labor, insurance, permitting and licensing, and any other costs incurred by the Artist in fulfilling all obligations under this Contract. 3.3. Payment Schedule (a) Payment of the Contract Price will be in the following percentages and at the following payment milestones:  Milestone 1 – $20,000 within 30 days of the City giving Notice to proceed with design of the Artwork.  Milestone 2 – $50,000 within 30 days of the City Notice to proceed with Artwork fabrication.  Milestone 3 - $10,000 within 30 days after the Artist gives Notice to the City of completion of Artwork and has transferred title to the Artwork to the City. DocuSign Envelope ID: 77BA5CDF-5850-47C4-A8E7-0465017CBDED 284 (b) The City may, at its option, withhold payment otherwise due under this Contract in order to offset any debt (including taxes) lawfully owed by the Artist to the City, regardless of whether the amount due arises pursuant to the terms of this Contract or otherwise and regardless of whether or not the debt due to City has been reduced to judgment by a court. 3.4. Tax-Exempt Status The Artist acknowledges that the City is a tax-exempt organization, and that no state or local sales taxes, and no federal excise tax, will be due on the Artwork or the materials and supplies used in the design and fabrication of the Artwork. Upon request of the Artist, the City will provide Artist with a Texas Sales Tax and Local Sales Tax Exemption Certificate for Contractors. The Artist shall only use this certificate in accordance with law. The City shall not reimburse the Artist for state sales tax, local sales tax, or federal excise tax. ARTICLE 4. THE ARTWORK 4.1. Warranties and Representations (a) The Artist warrants and represents that: (1) The Final Design and Artwork are and shall be original creations of the Artist and is not the subject of an existing patent or copyright owned by any other person. (2) The Artist has obtained, or shall obtain prior to any incorporation or use, the written approval and consent of any required third party for the use of any portion of the Final Design or the Artwork that is not the original work of the Artist. (3) Except as otherwise disclosed to the City in writing, the Final Design is and shall be free of any defects of design. (4) From the Effective Date through a date one year following the City’s acceptance of the Artwork, that: (A) The execution and fabrication of the Artwork shall be performed in a good and workmanlike manner. (B) The Artwork, as fabricated and delivered, shall be free of defects in material and workmanship, including any defects consisting of inherent vice or qualities that may cause or accelerate deterioration of the Artwork. (C) Reasonable maintenance of the Artwork shall not require procedures substantially in excess of those described in the final maintenance plan required by Section 2.4(b)(2). DocuSign Envelope ID: 77BA5CDF-5850-47C4-A8E7-0465017CBDED 285 (b) The City will give Notice to the Artist of any observed breach of these warranties and representations. Once notified by the City, the Artist shall, at no cost to the City, promptly cure the breach or breaches consistent with professional conservation standards, including but not limited to cure by repairing or refabricating the Artwork or any necessary portion of the Artwork. 4.2. Ownership (a) The Artist will remain the owner of the Final Design and Artwork until title transfers to the City as follows: (1) Within 10 days of the City’s acceptance of the Artwork, the City will issue to the Artist a Transfer of Title for Public Artwork. (2) On issuance of the Transfer of Title for Public Artwork, the City shall become the owner of the Final Design and the Artwork, without restriction on future use except as provided below, and shall also take title in and to any and all drawings, renderings, maquettes, sketches, models, and any other documents and materials created by the Artist in furtherance of the Final Design or the Artwork. The Artist shall promptly deliver to the City all such materials that are still in the Artist’s possession. (b) The Artist will retain all reproduction rights afforded by the Copyright Act of 1976, as currently codified and amended, and any other reproduction rights in and to the Artwork except as limited by and in this Contract. (1) The Artist may not make any additional exact duplicate or three-dimensional scale reproductions of the Artwork and may not grant permission to do so to any third parties except with Approval from the City. The Artist retains the right to make 2-D reproductions of the work for use in promotional materials, portfolios, websites and other locations where the artist is promoting the Artwork. If the Artist is granted Approval by the City to reproduce the Artwork in a limited edition, the Artist agrees to include on or in any form of reproduction of the Artwork initiated or authorized by the Artist a credit to the City of Denton in the following form: “Collection of the City of Denton.” (2) The Artist grants to the City and its assigns an irrevocable license to graphically depict or display the Artwork or make two-dimensional reproductions of the Artwork for any municipal or public purpose, including but not limited to any publicity the City deems appropriate or beneficial. (3) All reproductions by the City shall credit the Artist and include a copyright notice substantially in the following form: “© [Artist’s name], installation year, Commissioned by the City of Denton.” Any reproductions of the Artwork made by the Artist shall credit the City and shall contain a notice in the form “An original work owned and commissioned by the City of Denton.” 4.3. Insurance and Risk of Loss DocuSign Envelope ID: 77BA5CDF-5850-47C4-A8E7-0465017CBDED 286 (a) The Artist shall bear all risk of loss and damage to the Artwork until title transfers to the City as set out in Section 4.2. (b) The Artist agrees to carry insurance in the types and amounts indicated in Exhibit C: (1) Workers’ Compensation and Employers’ Liability insurance coverage must be in place before the Artist begins any work on the Site, including but not limited to installation of the Artwork and any predicate Site preparation. (2) Commercial General Liability insurance coverage and Automobile Liability insurance coverage must be in place no later than 30 days after the Effective Date. (3) Professional Liability insurance coverage for any design professional must be in place at the time the design professional places her/his seal on design drawings submitted to the City. (4) If the Artist is fabricating the Artwork anywhere other than the Site location, a Fine Arts Floater or other Property Insurance must be in place before fabrication of the Artwork begins. (c) Approval by the City of any insurance obtained by the Artist will not diminish or decrease the liability of the Artist under this Contract. 4.4. Visual Artists Rights Act (a) The Artist agrees and understands that nothing in this Contract shall affect or limit the City’s absolute, unrestricted right incidental to the City’s full ownership of the artwork to alter, change, modify, destroy, remove, move, replace, operate, maintain, transport, sell, or transfer, in whole or in part, the Artwork when the City deems it necessary within its discretion, in order to otherwise exercise the City’s powers and responsibility in regard to public works and improvements, in furtherance of the City’s operations or for any other reason. (b) When a work of visual art is incorporated in or made part of a City-owned building in such a way that removing the work from the building will cause the destruction, distortion, mutilation, or other modification of the work, the City shall have absolute, unrestricted rights incidental to its full ownership of the final artistic work to alter, change, modify, destroy, remove, move, replace, transport, or transfer, in whole or in part, the final artistic work when the City deems it necessary within its discretion in order to exercise the City's powers and responsibilities in regard to public works and improvements, in furtherance or the City's operations or for any other good cause. (c) The City shall make a good faith effort to provide the Artist with prior Notice of the City’s intent to undertake any alterations to the Artwork that may impact the Artwork. However, the Artist consents to the City’s actions that may destroy, distort, DocuSign Envelope ID: 77BA5CDF-5850-47C4-A8E7-0465017CBDED 287 mutilate, or otherwise modify the Artwork. After the Artwork is owned by the City, Artist specifically waives the right to bring a legal action for injunction, money damages, legal fees or any other legal or equitable remedy against the City, its agents and employees, for relocation, damage, modification, or destruction of the Artwork whether intentional, unintentional, negligent, or grossly negligent. (d) To the extent this Section is inconsistent with federal, state, or local law or any applicable rights, including the 1990 Visual Artists Rights Act, the Artist waives any right to preservation of the Artwork provided by those laws. Artist shall retain the right to disclaim authorship of the Artwork as set forth in the 1990 Visual Artists Rights Act. 4.5. Maintenance, Repairs, and Alteration to the Artwork (a) The City recognizes that maintenance of the Artwork on a regular basis is essential to the integrity of the Artwork. The City shall have the sole right to determine whether, when, and to what extent any repairs or restorations of the Artwork will occur. All repairs and restorations, whether by the City or by the Artist, will be made in accordance with then-current, generally accepted principles of conservation. To the extent this Section is inconsistent with any rights, including moral rights, which would otherwise be provided to the Artist by applicable law, including the 1990 Visual Artists' Rights Act as codified and amended, the Artist waives any right to preservation of the Artwork provided by those laws. The Artist will retain the right to disclaim authorship of the Artwork to the extent allowed by the 1990 Visual Artists’ Rights Act as codified and amended. The City will have the right at any time to either move the Artwork or remove it from public display. The City will also have the right, in its discretion and at any time, to sell, trade, or otherwise transfer ownership of the Artwork. (b) The obligations of the City, and the rights of the Artist, set out in this Section shall not survive the death or legal incapacity of the Artist. ARTICLE 5. CONTRACT MANAGEMENT 5.1. Amendment in Writing This Contract may be modified only by a writing properly executed by each of the Parties. Neither any representation or promise made after the execution of this Contract, nor any modification or amendment of this Contract, shall be binding on the Parties unless made in writing and properly executed by each of the Parties. 5.2. Subcontracting by the Artist (a) The Artist may subcontract portions of the services to be provided under this Contract, at the Artist’s sole expense, subject to the following limitations: (1) The Artist’s use of subcontractors may not affect the design, appearance, fabrication methodology, or visual quality of the Artwork. DocuSign Envelope ID: 77BA5CDF-5850-47C4-A8E7-0465017CBDED 288 (2) The Artist is responsible for all work performed by subcontractors. (3) The Artist shall remain fully responsible to the City for the actions of any subcontractors engaged by the Artist. (4) Any subcontract must be in writing, must attach this Contract as an exhibit, and must acknowledge the supremacy of this Contract in the case of any conflict between the two. All subcontractors shall remain subject to the terms of this Contract at all times. (5) Prior to the Artist entering into a subcontract, the Artist shall give Notice to the City, identifying the proposed subcontractor, the proposed scope(s) of work, and the dollar amount of the subcontract. The City may reject a subcontractor proposed by the Artist. If the City rejects a proposed subcontractor, the Artist may not use that subcontractor on this Contract. (6) The Artist shall require each subcontractor, as a condition to entering into each subcontract, to comply with the City’s insurance requirements as set out in Exhibit C. The Artist shall further obtain, on request from the City, a certificate or certificates of insurance sufficient to satisfy the City that each subcontractor is in compliance with the insurance requirements of this Contract. 5.3. Termination for Cause (a) In the event of a default by the Artist, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Artist, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City’s reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses, and expenses, incurred by the City as a result of the Artist’s default, including, without limitation, cost of cover, reasonable attorneys’ fees, court costs, and prejudgment and post- judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Artist, the City may remove the Artist from the City’s vendor list for three (3) years and any future offer submitted by the Artist may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. (b) The City may also terminate this Contract for cause if: (1) The Artist dies or becomes physically or legally incapacitated during the term of this Contract. Termination under this paragraph will only require notice to the Artist or the Artist’s legal successor or guardian, as applicable. All finished and unfinished drawings, sketches, photographs, models, and work will become property of the City. If, prior to the Artist’s death or incapacity, the Final Design is approved by the City or the Artwork has progressed to the point of fabrication, the City may complete the Artwork, DocuSign Envelope ID: 77BA5CDF-5850-47C4-A8E7-0465017CBDED 289 giving due regard to the Artist’s intended results and giving proper credit and acknowledgement to the Artist. 5.4. Termination for Convenience The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days’ prior written Notice to Artist. If the City terminates this Contract for convenience, the Artist shall immediately stop performance under this Contract (unless the Notice directs otherwise) and deliver all drawings, renderings, maquettes, sketches, models, and any other documentation and materials created by the Artist for the Final Design or creation of the Artwork to the City within 10 business days. If the City approves reimbursements for purchases of materials used for the development of the design in excess of the payments the Artist received prior to the City’s termination for convenience, the City will reimburse the Artist for amounts expended under this Contract within 30 calendar days of the Artist’s submission of receipts documenting such material purchases. 5.5. Appropriation The Artist acknowledges that the City’s payment obligations to the Artist are payable only from funds appropriated or available for the purpose of this Contract. If the City does not appropriate funds for this Contract, or if there are no other lawfully available funds for this Contract, this Contract is void. The City shall provide the Artist with Notice of the failure of the City to make an adequate appropriation for any fiscal year to pay the amounts due under this Contract, or of the reduction of any appropriation to an amount insufficient to permit the City to pay its obligations under this Contract. 5.6. Force Majeure (a) Each Party agrees to excuse the failure of the other Party to perform its obligations under this Contract to the extent, and for a period of time during which, the failure is caused by an event of Force Majeure. An event of Force Majeure is any event or circumstance which prevents or delays performance of any obligation arising under this Contract, but only if and to the extent the event or circumstance is not within the control of the Party seeking to have its performance obligation excused and which the Party was unable by the exercise of due diligence to avoid or prevent. Events of Force Majeure include acts of God, riots, sabotage, civil disturbances, epidemics, acts of domestic or foreign terrorism, lightning, earthquakes, fires, storms, floods, and landslides. Events of Force Majeure do not include economic or market conditions which affect a Party’s cost but not its ability to perform. (b) The Party invoking Force Majeure shall give timely and adequate Notice to the other Party, by e-mail or orally but confirmed promptly in writing, and shall use due diligence to remedy the effects of an event of Force Majeure as soon as reasonably possible. In the event a Party’s performance of an obligation under this Contract is delayed due to a Force Majeure event, then the time for completion of the Party’s obligation will be extended DocuSign Envelope ID: 77BA5CDF-5850-47C4-A8E7-0465017CBDED 290 day-for-day, provided that an event of Force Majeure shall not last more than 90 days. If an event of Force Majeure affecting the Artist’s performance continues for more than 90 days, the City shall have the right to terminate this Contract upon Notice to the Artist. The Contract shall terminate immediately upon receipt of such Notice. 5.7. Notices (a) Unless explicitly stated elsewhere in this Contract, all Notices must be given in the manner set out in this Section in order to be effective. (b) Any Notice required or allowed to be given or to be served in connection with this Contract will be deemed delivered and received on the earlier of the date actually received or a date that is: (1) Three calendar days after being deposited in the United States mail, if sent via certified mail, properly addressed and with postage prepaid; or (2) The date delivery is originally scheduled to occur, if sent via a reputable overnight courier service. (c) Notice to each Party must be given as follows: The City: The City of Denton Attn: Director of Parks and Recreation 321 E. McKinney St Denton, TX 76201 The Artist: Dina L Fisher 9340 Ventura Way Chatsworth, CA 91311 (d) The Parties will each have the right to change their respective addresses for Notice purposes, and will have the right to specify as its address any other address within the United States of America by giving the other Party at least five days’ Notice. (e) The Artist is responsible for giving prompt Notice to the City of any changes to the Artist’s address(es). 5.8. Right to Assurance When one Party, in good faith, has reason to question the other Party’s intent to perform its obligations under this Contract, that Party may make demand on the other Party for DocuSign Envelope ID: 77BA5CDF-5850-47C4-A8E7-0465017CBDED 291 written assurance of the intent to perform. The Party who is asked for assurance has 10 business days to provide Notice of its written assurance of intent to perform. If the Party fails to provide the assurance, the demanding Party may treat this failure as an anticipatory repudiation of the Contract and terminate the Contract for cause. ARTICLE 6. TERMS AND CONDITIONS 6.1. Right to Audit The Artist agrees that the representatives of the Office of the City Auditor, or other authorized representatives of the City, shall have access to, and the right to audit, examine, or reproduce, any and all of the Artist’s records related to this Contract. The Artist shall retain all such records for a period of three years after final payment on this Contract or until all audit and litigation matters that the City has brought to the attention of the Artist are resolved, whichever is longer. The Artist agrees to refund to the City any overpayments disclosed by any such audit. 6.2. Indemnification (a) THE ARTIST SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS THE CITY, ITS OFFICERS, APPOINTED OR ELECTED OFFICIALS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS, AND ASSIGNS (THE “INDEMNIFIED PARTIES”) AGAINST ALL COSTS, LIABILITIES, DAMAGES, CLAIMS, SUITS, ACTIONS, AND CAUSES OF ACTIONS (“CLAIMS”), TO THE EXTENT IT ARISES DIRECTLY OR INDIRECTLY OUT OF (A) A BREACH OF THIS CONTRACT OR VIOLATION OF LAW BY THE ARTIST AND THE ARTIST’S EMPLOYEES, SUBCONTRACTORS, SUCCESSORS, AND ASSIGNS (THE “ARTIST PARTIES”), (B) A FALSE REPRESENTATION OR WARRANTY MADE BY THE ARTIST PARTIES IN THIS CONTRACT, IN THE ARTIST’S PROPOSAL, OR THE FORMATION OF THIS CONTRACT, (C) THE DESIGN OR INSTALLATION OF THE ARTWORK, (D) THE INTELLECTUAL PROPERTY INVOLVED IN THE DESIGN AND CREATION OF THE ARTWORK, (D) THE NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF A STANDARD OF STRICT LIABILITY BY THE ARTIST PARTIES IN CONNECTION WITH THIS CONTRACT. CLAIMS TO BE INDEMNIFIED INCLUDE CLAIMS FOR BODILY INJURY OR DEATH, OCCUPATIONAL ILLNESS OR DISEASE, LOSS OF SERVICES WAGES OR INCOME, DAMAGE, DESTRUCTION, OR LOSS OF USE OF PROPERTY, AND WORKERS’ COMPENSATION CLAIMS. THE ARTIST’S OBLIGATIONS UNDER THIS SECTION ARE NOT EXCUSED IN THE EVENT A CLAIM IS CAUSED, IN PART, BY THE ALLEGED NEGLIGENCE OR WILLFUL MISCONDUCT OF THE INDEMNIFIED PARTIES. (b) The City shall give the Artist Notice of any Claim asserted against an Indemnified Party. The Artist shall assume on behalf of the Indemnified Parties and conduct with due DocuSign Envelope ID: 77BA5CDF-5850-47C4-A8E7-0465017CBDED 292 diligence and in good faith the defense of all Claims against the Indemnified Parties. The Indemnified Parties shall have the right (but not the obligation) to participate in the defense of any claim or litigation with attorneys of their own selection without relieving the Artist of any obligations in this Contract. In no event shall the Artist admit liability on the part of an Indemnified Party without the prior, written consent of the City Attorney. (c) Maintenance of the insurance required under this Contract shall not limit the Artist’s obligations under this Section. The Artist shall require all subcontractors to indemnify the City in the same manner as provided in this Article. 6.3. Independent Contractor This Contract shall not be construed as creating an employer/employee relationship, a partnership, joint enterprise, or a joint venture between the Parties. The City and the Artist are independent contractors. The Artist agrees and understands that this Contract does not grant any rights or privileges established for employees of the City. 6.4. Competent, Orderly Workers The Artist and any subcontractors of the Artist shall only employ orderly and competent workers, skilled in the performance of the services that they will perform under the Contract. The Artist, the Artist’s employees and subcontractors, and subcontractors’ employees may not: (1) illegally use or possess any firearms, or (2) use or possess alcoholic or other intoxicating beverages, illegal drugs, or controlled substances, while on the job or on City’s property. The workers may not be intoxicated or under the influence of alcohol or drugs on the job. If the City notifies the Artist that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated City rules, has illegally possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Artist shall immediately remove the worker and the worker may not be employed again for work on this Contract without the City’s written consent. 6.5. Survival of Obligations All provisions of this Contract that impose continuing obligations on the Parties, including but not limited to warranty, indemnification, limitation of liability, and keeping addresses for Notice current, shall survive the expiration or termination of this Contract. 6.6. Election of Remedies / No Waiver Neither the exercise of nor the failure to exercise a right or to give notice of a claim under this Contract shall constitute an election or waiver of remedies or limit a Party in any DocuSign Envelope ID: 77BA5CDF-5850-47C4-A8E7-0465017CBDED 293 manner in the enforcement of any other remedies that may be available to the Party, whether at law or in equity. 6.7. Jurisdiction and Venue This Contract is made subject to the City Charter and ordinances of the City, and all applicable laws of the State of Texas, without regard to conflicts of laws principles which would apply the law of any other jurisdiction. The courts of Texas shall have jurisdiction of any dispute arising out of or concerning this Contract, either administrative or judicial, and venue shall be proper and lie exclusively in Denton County Texas. 6.8. Severability If a court of competent jurisdiction determines that a term or provision of this Contract is void or unenforceable, the remainder of this Contract remains effective to the extent permitted by law. 6.9. Mandatory Anti-Israel Boycott and Prohibition on Foreign Terrorist Organizations (a) Artist 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 Contract, Artist certifies that Artist’s signature provides written verification to the City that Artist: (1) does not boycott Israel; and (2) will not boycott Israel during the term of this Contract. Failure to meet or maintain the requirements under this provision will be considered a material breach. (b) Section 2252 of the Texas Government Code restricts the City from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this Contract, Artist certifies that Artist’s signature provides written verification to the City that Artist, pursuant to Chapter 2252, is not ineligible to enter into this Contract and will not become ineligible to receive payments under this Contract 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. 6.10. Execution in Counterparts This Contract may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which, taken together, shall constitute one and the same Contract. DocuSign Envelope ID: 77BA5CDF-5850-47C4-A8E7-0465017CBDED 294 6.11. Mutual Drafting This Contract shall be deemed to be the joint work product of the Parties and any rule of construction that a document shall be interpreted or construed against the drafter shall not be applicable to this Contract. 6.12. Complete Agreement This Contract constitutes the entire agreement and understanding between the Parties and supersedes all previous agreements, understandings, discussions, and representations concerning its subject matter. This Contract includes the following exhibits, which are incorporated into this Contract by reference: Exhibit A. Depiction of Artwork Exhibit B. Facility and Site Location Exhibit C. Insurance Requirements Exhibit D. Certificate of Interested Parties Electronic Filing [Signature on following page] DocuSign Envelope ID: 77BA5CDF-5850-47C4-A8E7-0465017CBDED 295 AGREED: ARTIST: ___________________________________ Name:______________________________ Title:_______________________________ CITY: CITY OF DENTON BY: Todd Hileman City Manager ATTEST: __________________________________ Rosa Rios, City Secretary APPROVED AS TO LEGAL FORM: BY: Aaron Leal, City Attorney 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: 77BA5CDF-5850-47C4-A8E7-0465017CBDED Dina Fisher Artist Gary Packan Director of Parks and Recreation Parks & Recreation 296 EXHIBIT A Depiction of Artwork DocuSign Envelope ID: 77BA5CDF-5850-47C4-A8E7-0465017CBDED 297 DocuSign Envelope ID: 77BA5CDF-5850-47C4-A8E7-0465017CBDED 298 EXHIBIT B Artwork Site Location Industrial Street Park DocuSign Envelope ID: 77BA5CDF-5850-47C4-A8E7-0465017CBDED 299 EXHIBIT C INSURANCE REQUIREMENTS AND WORKERS’ COMPENSATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better. • Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self- insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. • Liability policies shall be endorsed to provide the following: Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and DocuSign Envelope ID: 77BA5CDF-5850-47C4-A8E7-0465017CBDED 300 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, 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: 77BA5CDF-5850-47C4-A8E7-0465017CBDED 301 • 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 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: • any auto, or • all owned hired and non-owned autos. [ ] Workers’ Compensation Insurance Contractor shall purchase and maintain Workers’ Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers’ Compensation Commission (TWCC). DocuSign Envelope ID: 77BA5CDF-5850-47C4-A8E7-0465017CBDED 302 [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an “occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. [ ] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. [ ] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. [ ] Environmental Liability Insurance Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this contract. [ ] Riggers Insurance The Contractor shall provide coverage for Rigger’s Liability. Said coverage may be provided by a Rigger’s Liability endorsement on the existing CGL coverage; through and Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, Rigger’s Liability Coverage form. Said coverage shall mirror the limits provided by the CGL coverage [ ] Commercial Crime DocuSign Envelope ID: 77BA5CDF-5850-47C4-A8E7-0465017CBDED 303 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: 77BA5CDF-5850-47C4-A8E7-0465017CBDED 304 ATTACHMENT 1 [ ] Workers’ Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate")- A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner- operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the DocuSign Envelope ID: 77BA5CDF-5850-47C4-A8E7-0465017CBDED 305 project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; DocuSign Envelope ID: 77BA5CDF-5850-47C4-A8E7-0465017CBDED 306 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: 77BA5CDF-5850-47C4-A8E7-0465017CBDED 307 Exhibit D Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. DocuSign Envelope ID: 77BA5CDF-5850-47C4-A8E7-0465017CBDED 308 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: 77BA5CDF-5850-47C4-A8E7-0465017CBDED Dina L. Fisher CIQ X 11/30/2020 X X N/A N/A X 309 Certificate Of Completion Envelope Id: 77BA5CDF585047C4A8E70465017CBDED Status: Sent Subject: Please DocuSign: City Council Contract 7265-001 DWIF Art Piece Source Envelope: Document Pages: 34 Signatures: 4 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: 198.49.140.104 Record Tracking Status: Original 11/25/2020 9:09:24 AM Holder: Lori Hewell lori.hewell@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 11/25/2020 9:52:52 AM Viewed: 11/25/2020 9:53:00 AM Signed: 11/25/2020 9:53:55 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 11/25/2020 9:53:59 AM Viewed: 11/25/2020 10:05:38 AM Signed: 11/25/2020 10:05:48 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Catherine Clifton Catherine.Clifton@cityofdenton.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 11/25/2020 10:05:51 AM Viewed: 11/30/2020 11:54:03 AM Signed: 11/30/2020 11:55:46 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Dina Fisher i@dinafisher.com Artist Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 76.219.190.249 Sent: 11/30/2020 11:55:50 AM Viewed: 11/30/2020 12:21:50 PM Signed: 11/30/2020 2:01:08 PM Electronic Record and Signature Disclosure: Accepted: 11/30/2020 12:21:50 PM ID: ba835a56-3a38-48b7-b2a9-1bd2c65606c4 310 Signer Events Signature Timestamp Gary Packan Gary.packan@cityofdenton.com Director of Parks and Recreation Parks and Recreation Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 11/30/2020 2:01:12 PM Viewed: 11/30/2020 2:57:47 PM Signed: 11/30/2020 2:58:07 PM Electronic Record and Signature Disclosure: Accepted: 11/30/2020 2:57:47 PM ID: c50f3470-ef6b-4699-9a1a-653b9c795bf2 Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 11/30/2020 2:58:12 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: 11/25/2020 9:53:58 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: 11/30/2020 2:58:12 PM 311 Carbon Copy Events Status Timestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 11/30/2020 2:58:12 PM Viewed: 12/1/2020 10:41:53 AM 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 Heather Gray Heather.Gray@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 11/25/2020 9:52:52 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure 312 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: Dina Fisher, Gary Packan, Todd Hileman 313 How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. 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McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-2384,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 an agreement with Ray King Studio,Ltd.,for art design and production services for the public art sculpture installation to be located in North Lakes Park at the G.Roland Vela Athletic Complex located at 3801 N.Elm Street;providing for the expenditure of funds therefor;and providing an effective date (RFQ 7265-002 -awarded to Ray King Studio,Ltd.,in the not-to-exceed amount of $95,000). City of Denton Printed on 12/4/2020Page 1 of 1 powered by Legistar™316 City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance ACM: David Gaines DATE: December 7, 2020 SUBJECT Consider adoption of an ordinance of the City Of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute an agreement with Ray King Studio, Ltd., for art design and production services for the public art sculpture installation to be located in North Lakes Park at the G. Roland Vela Athletic Complex located at 3801 N. Elm Street; providing for the expenditure of funds therefor; and providing an effective date (RFQ 7265-002 – awarded to Ray King Studio, Ltd., in the not- to-exceed amount of $95,000). INFORMATION/BACKGROUND The Vela Athletic Complex was completed in Spring 2019 and a grand opening event was held August 31, 2019. While the overall project is completed, Parks and Recreation has been working with the Public Art Committee (PAC) on the procurement of a sculpture within the athletic complex. Staff from Parks & Recreation and Economic Development met with representatives of the Vela family on June 4, 2020 to get their ideas to incorporate into the project. At that meeting, the family asked if staff could incorporate the theme of “soccer, microbiology, science and community” into the sculpture. This theme was integrated in the scope of work sent to the artist. Ray King Studio, Ltd., used this direction as the foundation for the development of the proposed artwork for the athletic complex to honor the accomplishments of Dr. G. Roland Vela. Parks staff revisited with the Vela family with the project art proposal on October 22, 2020. The Vela family was pleased with the proposed sculpture concept. Request for Qualifications for public art projects was solicited using the City’s formal solicitation process. City Council approved a pre-qualified list of artist services firms on April 7, 2020 (Ordinance 20-726). PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On April 7, 2020, Council approved RFQ 7265 for a prequalified list of artists for public art projects (Ordinance 20-726). The Public Art Committee reviewed and approved the project art concept and expense in their meeting held October 22, 2020 (8-0). 317 RECOMMENDATION Award a contract with Ray King Studio, Ltd., for art design and production services for the Public Art sculpture installation to be located in North Lakes Park at the G. Roland Vela Athletic Complex at 3801 N. Elm Street, in a not-to-exceed amount of $95,000. PRINCIPAL PLACE OF BUSINESS Ray King Studio, Ltd. Philadelphia, PA ESTIMATED SCHEDULE OF PROJECT This project will be started upon approval with a completion date by June 30, 2021. FISCAL INFORMATION The project is funded from General Obligation Bond funds, Hotel Occupancy Tax funds dedicated to Public Art, and a donation of $1,000 from the Park Foundation. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Presentation Exhibit 3: Ordinance and Contract Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Gary Packan, 940-349-7460. Legal point of contact: Catherine Clifton at 940-349-8333. 318 G. Roland Vela Athletic Complex Public Art Proposal Gary Packan Parks and Recreation Director December 7, 2020 1File ID 20-2384 319 G. Roland Vela Athletic Complex •Budget: $100,000 ($95,000 artist budget) •Status: Contract approval for design and expenditure •Next steps: •Artist starts project fabrication 2 File ID 20-2384 320 Artist •“I am an artist who uses the natural phenomena of light as it interacts with optics and glass as my art medium. My art reflects my interest in geometry, science, technology, light and color to create luminous, interactive sculptures that animate the environment and make the mundane magical.” 3 File ID 20-2384 321 Artist’s Proposal –Vela’s Trophy •Spherical geodetic structure based on the polyhedron shape of a soccer ball. •Sculpture is made from polished stainless steel tubes, spheres, and cables held aloft by unclimbable fins. 4 File ID 20-2384 322 Concept Inspiration •“My design is inspired by the concept of a “beacon,” from the old English verb “to beckon.” The free-standing sculpture will be strong and powerful visual landmark, as well as an iconographic symbol for the community. I envision the Vela’s Trophy beacon as representing a visual metaphor for enlightenment and the burst of energy of a creative idea.” 5 File ID 20-2384 323 6 File ID 20-2384 324 7 File ID 20-2384 325 8 File ID 20-2384 326 9 File ID 20-2384 327 Questions? 10PAC 20-035; Sept. 4, 2020 10 File ID 20-2384 328 329 330 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: DC315E32-327C-4B2E-B43D-32B6911F2C9E Not Applicable Vela Art Sculpture FILE 7265-002 Lori Hewell 331 CONTRACT FOR THE DESIGN AND COMMISSION OF PUBLIC ARTWORK This Contract for the Design and Commission of Public Artwork (this “Contract”) is made and entered into as of _______________ by and between the City of Denton, a Texas home-rule municipality (“City”), and Ray King Studio, Ltd (“Artist”). ARTICLE I. INTRODUCTION 1.1 Purpose The purpose of this Agreement is to state the terms and conditions under which the Artist shall execute, fabricate, and install the Artwork in accordance with the Final Design as shown in Exhibit A at the location described and depicted in Exhibit B as described in this Contract. The Artist shall retain artistic control of the services performed under this Contract, subject only to the limitations and conditions imposed by this Contract. 1.2. Definitions The following terms, as used in this Contract, have the meanings identified below. Terms not defined below will have their ordinary and customary meanings, as generally used in the field of public art. (a) “Approval” means prior, written authorization from the Contract Administrator for the Artist to take an action under this Contract. (b) “Artist” has the meaning as defined in the heading of this Contract. (c) “Artwork” means the original piece of public art conceived, designed, implemented, constructed, and installed by the Artist as set out in this Contract. (d) “City” means the City of Denton, acting by and through its duly authorized City Manager or designee. (e) “Contract” means this contractual document for the Design and Commission of Public Artwork between the City and the Artist, including any and all attachments, exhibits, and amendments. (f) “Contract Administrator” means the Director of the City’s Parks and Recreation Department, or his designee. (g) “Contract Price” means the total compensation, identified in Section 3.1, to be paid to the Artist pursuant to this Contract. (h) “Effective Date” means the date on which this Contract becomes fully effective as between the Parties, and is the date provided in the heading of this Contract. DocuSign Envelope ID: DC315E32-327C-4B2E-B43D-32B6911F2C9E 332 (i) “Facility” means the G. Roland Vela Athletic Complex located at 3801 N. Elm Street, Denton, Texas. (j) “Final Design” means the Final Design of the Artwork depicted in Exhibit A. (k) “Notice” means the prior, written announcement of a Party’s intention to take an action, or readiness to take action, authorized or required by the Contract. (l) “Party” means either the City or the Artist, and “Parties” means the City and the Artist collectively. (m) “Schedule” means the full and complete schedule developed and prepared by the Artist, for input and Approval from the City, to address the design, fabrication, delivery, transportation, and installation of the Artwork. (n) “Site” means the portion of the Facility on which the Artwork will be installed. (o) “Sponsoring Department” means the Parks and Recreation Department of the City. 1.3. Term of the Contract The term of this Contract shall begin on the Effective Date and end on September 1, 2021, unless terminated earlier in accordance with the requirements of this Contract. ARTICLE 2. ARTIST’S RESPONSIBILITIES AND COMMITMENTS 2.1. General Services (a) The Artist shall not start any work under this Contract until the Artist receives the Notice to proceed from the City. (b) The Artist shall determine the artistic expression, scope, design, color, size, material, and texture of the Artwork, subject to Approval by the City. (c) The exact location of the Site shall be the pedestal as depicted on Exhibit B. (d) The Artist may request, at any time, all information, materials, and scaled drawings of the Site, if available, and any reasonable assistance required by the Artist to enable the Artist to perform the services required by this Contract. To the extent such information is available to the City or to third parties under the City’s control, the City will promptly provide such information to the Artist. 2.2. Schedule DocuSign Envelope ID: DC315E32-327C-4B2E-B43D-32B6911F2C9E 333 (a) Prior to beginning any other work under this Contract, the Artist shall develop and provide to the City a tentative Schedule with a delivery date of not later than September 1, 2021. (b) The Artist shall coordinate with the City in order to ensure that all relevant dates and times are included and accounted for in the Schedule. (c) The City will either issue Approval of the Schedule, with or without modifications, or reject the draft Schedule. If the City rejects the draft Schedule, the Artist shall revise and resubmit the draft Schedule within the time period required by the City in its Notice of rejection. (d) When the City gives its Approval of the Schedule, either with or without modifications, it will issue Notice to the Artist to proceed with the design of the Artwork. (e) Once approved by the City, the Schedule shall control all design, review, fabrication, implementation, transportation, installation, and completion deadlines for the Artwork. 2.3. Changes to the Schedule (a) The Artist may only make modifications to the approved Schedule upon written request to, and Approval of, the City. The City may request from the Artist any information or documentation it deems necessary in order to evaluate any request to amend the approved Schedule. (b) The City may, on its own initiative and at any time, direct any changes to the approved Schedule it deems necessary or appropriate. 2.4. Design (a) The Artist shall perform all services, including but not limited to meeting with City staff and City-designated advisors and stakeholders as directed by the Contract Administrator, in order to prepare the Final Design of the Artwork. (b) The Artist shall perform as many inspections and investigations of existing Site conditions as needed, prior to installation of the Artwork, and shall ensure that the Final Design appropriately accounts for all existing Site conditions. If the Artist believes any differences, discrepancies, errors, omissions, or inconsistencies exist between the Artist’s inspection of the Site and the Site materials provided by the City, the Artist must notify the City prior to continuing with the design and/or installation of the Artwork. (c) Within 30 days after the Notice to proceed by the City, the Artist shall prepare and submit to the City, at a minimum, the following: (1) Working drawings detailing all elements of the Artwork and the means of installing the Artwork at the Site, together with the Design Sketches and any other DocuSign Envelope ID: DC315E32-327C-4B2E-B43D-32B6911F2C9E 334 graphic material requested by the City. The drawings will become part of this Contract upon receipt. (2) A written maintenance plan that includes, but is not limited to, all technical information about the materials, the strength, durability, and maintenance requirements of the proposed Artwork, information on the appropriate maintenance and preservation of the Artwork, and any associated replacement costs. (3) A list of permits that will be required for the completion of the Artwork. (4) An itemized budget for completion of the Artwork, including written vendor quotes for all materials, fabrication, engineering, installation, permitting, insurance, and any other associated costs. (5) An updated Schedule. (d) Within 30 days of its receipt of the materials and information as set out in Subsection 2.4(c), the City will notify the Artist of any revisions to the Final Design required by the City, which revisions shall automatically become incorporated into the Final Design. The reasons the City may require the Artist to revise the Final Design, include but are not limited to: (1) To comply with any applicable statutes, ordinances, or regulations. (2) To account for any life, health, safety, or security concerns. (3) Any non-aesthetic reason that the City, in its sole judgment and discretion, deems necessary or appropriate. 2.5. Fabrication (a) Following City approval of the Final Design, the City will issue Notice to proceed with fabrication to the Artist, which will advise the Artist of any required modifications to the Schedule. (b) After the City provides Notice to proceed, the Artist shall begin fabrication and installation of the Work at the Site in accordance with the Schedule. (c) The City shall have the right to review the Artwork at reasonable times and locations throughout the fabrication and installation process. The Artist shall submit to the City any progress reports requested by the City or identified in the Schedule. (d) Upon completing the fabrication of the Artwork and prior to beginning any transportation or installation, the Artist shall: DocuSign Envelope ID: DC315E32-327C-4B2E-B43D-32B6911F2C9E 335 (1) Give the City Notice that all pre-installation fabrication is complete and that the Artist is ready to begin installation of the Artwork at the Site. (2) Conduct any further Site inspections necessary to verify that installation of the Artwork can proceed according to the Final Design. The Artist shall immediately give Notice to the City of any changes to the Site observed since the inspection conducted pursuant to Section 2.4, and the Parties will resolve any such changes via the change procedures set out in Section 2.8 prior to installation. (3) At the City’s request, attend one or more pre-installation meetings as necessary to allow the Artist to adequately plan for delivery and installation of the Artwork. (4) Obtain all required permits for delivery and installation of the Artwork. 2.6. Installation (a) After the City has received the Artist’s Notice that pre-installation fabrication is complete and any Site issues are resolved, the City will give Notice to the Artist authorizing installation of the Artwork at the Site. The Artist shall only start installation after receiving this Notice. At the City’s direction, the Artist may be required to successfully complete any Site-specific or general safety training prior to entering the Site. (b) If the City fails to provide notice to proceed with installation within the timeframe specified in the Schedule, despite the fact that the Artist is ready and able to begin installation, the Artist shall store the Artwork at the Artist’s facility at no cost to the City. If the Artist is unable to do so, and provides a written explanation to the City, the City will either: (1) make arrangements for storage of the Artwork at a City-controlled or commercial storage facility; or (2) direct the Artist to obtain three quotes for storage at a commercial storage facility, approve one of the quotes, and agree to reimburse the Artist for any direct, out- of-pocket, reasonable transportation and storage costs incurred by the Artist. Any reimbursements to which the City agrees will be reduced to writing in a Contract amendment. (c) The Artist shall remain responsible for all expenses, labor, and equipment necessary to prepare the Site for installation of the Artwork. (d) The Artist shall take all necessary precautions to protect and preserve the integrity and finish of adjacent surfaces and landscaping features while installing the Artwork. If requested by the City, the Artist shall return adjacent surfaces or landscape features DocuSign Envelope ID: DC315E32-327C-4B2E-B43D-32B6911F2C9E 336 impacted by the installation to the condition that existed prior to installation of the Artwork. (e) At all times during the installation of the Artwork, the Artist shall comply with all posted safety information signs and shall comply with all requirements for use of personal protective equipment. The Artist shall comply with any directive necessary for the preservation of life, health, or property that is given by the City or any law enforcement or administrative officer with jurisdiction over the Facility. 2.7. Changes to the Artwork (a) At any time prior to closeout as set out in Section 2.9, the Artist may make changes to the Final Design or the Artwork, whether for aesthetic, safety, construction, or other reasons, and the City may likewise direct the Artist to make changes to the Final Design or Artwork for any nonaesthetic reason. Such changes to the Final Design or Artwork shall be made as follows: (1) Minor changes to the Final Design or Artwork initiated by the Artist require Notice to, but not Approval from, the City. Minor changes are changes that do not impact the overall scope, layout, color, shape, size, material, texture, or structural elements of the Artwork. The City has the sole discretion to determine what constitutes a minor or major change. The Artist may consult with the Contract Administrator, as needed, to ensure changes are properly classified as minor and major. The City may also reject, for non- aesthetic reasons, a minor change within 20 days of receipt of the Notice from the Artist of the change. (2) Major changes to the Final Design or Artwork initiated by the Artist require Approval by the City. Major changes include, but are not limited to, changes to the overall scope, layout, imagery, color, shape, size, material, texture, or structural elements of the Artwork. The City may reject any proposed major change for any reason. If the City rejects a major change, the Artist shall either continue with the Final Design as approved by the City, or shall revise and resubmit the proposed major change within 10 days of the City's original rejection. If the City rejects any re-submitted change, the City may terminate this Contract for convenience pursuant to Section 5.4, if the Artist will not revert to the Final Design without the proposed changes. (b) All major changes initiated and approved under this Section 2.7 shall be documented in a Contract amendment, executed by both Parties. The City may, in its sole discretion, determine that any change, whether initiated by the City or by the Artist, warrants an adjustment of the Contract Price or the Schedule, or both. Any adjustment to the Contract Price shall be included in a corresponding Contract amendment. Any adjustment to the Schedule must be documented and provided to both Parties. If the City does not change the Contract Price, the Artist shall bear the sole risk and cost of any changes to the Final Design or Artwork. 2.8. Completion DocuSign Envelope ID: DC315E32-327C-4B2E-B43D-32B6911F2C9E 337 (a) The Artist shall give Notice to the City when the Artist believes the installation of the Artwork is complete. The Artist shall attend any inspection of the Artwork by the City. (b) If the City determines that the Artwork is unsafe, incomplete, or materially inconsistent with the Final Design, the City may take any of the following actions: (1) Accept the Artwork as constructed and installed, reserving its right to modify the Contract Price to address the unsafe, incomplete, or materially inconsistent conditions; (2) Direct the Artist to correct any unsafe, incomplete, or materially inconsistent condition in the Artwork, at the Artist’s cost, reserving the City’s right to modify the Contract Price in order to account for any delays caused by the deficiencies. The Artist shall bear the sole risk that the time required to comply with the City’s directions will exceed the time allotted under the Schedule; or (3) Reject the Artwork and terminate this Contract for cause in the manner set out in Section 5.4, reserving any and all other remedies available to the City under this Contract or applicable law. If the City terminates this Contract for cause under this Section, the opportunity to cure provided in that Section will not apply. (c) The Artist shall be responsible for any and all clean-up of the Site, including the proper recycling or disposal of any unused, excess, or leftover materials not incorporated into the Artwork. If the Artist fails to do this and the City incurs additional costs to clean up the Site, the City shall be entitled to deduct all such costs from the final milestone payment. (d) If the City accepts the Artwork, either with or without modifications to the Contract Price, the City will issue a Certificate of Completion in a form provided by the City. The issuance of a Certificate of Completion does not waive any rights or remedies afforded the City in this Contract or by law, nor does it waive any deficiencies in the Artist’s work. 2.9. Closeout (a) Within 30 days after installation of the Artwork is complete and the City has accepted the Artwork, the Artist shall submit to the City the following: (1) A full set of as-builts (updated plans, specifications, and documentation) reflecting the actual installation of the Artwork and noting any deviations from the Final Design. (2) A final maintenance plan. (3) A final budget report if requested by the City. DocuSign Envelope ID: DC315E32-327C-4B2E-B43D-32B6911F2C9E 338 (4) A plaque information form if requested by the City. (5) An affidavit of bills paid, in a form provided by the City. (b) Within 30 days after the Artist provides the documents specified above in this Article, the City will evaluate the Artist’s compliance with the terms of this Contract. 2.10. Lectures and Public Education The Artist shall, if requested by the City, attend and present at least one lecture or other public education event to an audience designated by the City, in the format requested by the City and on a mutually agreeable date and time. The public education event, if required by the City, shall be without additional compensation to the Artist. ARTICLE 3. PAYMENT TO ARTIST 3.1. Contract Amount The Contract Price for this Contract is $95,000.00. 3.2. Full Consideration In exchange and consideration for the Artist undertaking the obligations in this Contract, the City agrees to pay the Artist the Contract Price. The Artist agrees that the Contract Price is the only compensation owed to the Artist under this Contract, and agrees to be solely responsible for all costs related to design, execution, fabrication, transportation, travel, delivery, mailing, shipping, delivery, installation, labor, insurance, permitting and licensing, and any other costs incurred by the Artist in fulfilling all obligations under this Contract. 3.3. Payment Schedule (a) Payment of the Contract Price will be in the following percentages and at the following payment milestones:  Milestone 1 – $25,000 within 30 days of the City giving Notice to proceed with fabrication of the Artwork.  Milestone 2 – $20,000 within 30 days of the City giving approval of drawings and engineering.  Milestone 3 - $20,000 within 30 days of the Artist giving Notice of 50% fabrication completion.  Milestone 4 - $20,000 within 30 days of the Artist giving Notice of 100% fabrication completion.  Milestone 5 - $10,000 within 30 days after the Artist gives Notice to the City of completion of Artwork installation and has transferred title to the Artwork to the City. DocuSign Envelope ID: DC315E32-327C-4B2E-B43D-32B6911F2C9E 339 (b) The City may, at its option, withhold payment otherwise due under this Contract in order to offset any debt (including taxes) lawfully owed by the Artist to the City, regardless of whether the amount due arises pursuant to the terms of this Contract or otherwise and regardless of whether or not the debt due to City has been reduced to judgment by a court. 3.4. Tax-Exempt Status The Artist acknowledges that the City is a tax-exempt organization, and that no state or local sales taxes, and no federal excise tax, will be due on the Artwork or the materials and supplies used in the design and fabrication of the Artwork. Upon request of the Artist, the City will provide Artist with a Texas Sales Tax and Local Sales Tax Exemption Certificate for Contractors. The Artist shall only use this certificate in accordance with law. The City shall not reimburse the Artist for state sales tax, local sales tax, or federal excise tax. ARTICLE 4. THE ARTWORK 4.1. Warranties and Representations (a) The Artist warrants and represents that: (1) The Final Design and Artwork are and shall be original creations of the Artist and is not the subject of an existing patent or copyright owned by any other person. (2) The Artist has obtained, or shall obtain prior to any incorporation or use, the written approval and consent of any required third party for the use of any portion of the Final Design or the Artwork that is not the original work of the Artist. (3) Except as otherwise disclosed to the City in writing, the Final Design is and shall be free of any defects of design. (4) From the Effective Date through a date one year following the City’s acceptance of the Artwork, that: (A) The execution and fabrication of the Artwork shall be performed in a good and workmanlike manner. (B) The Artwork, as fabricated and delivered, shall be free of defects in material and workmanship, including any defects consisting of inherent vice or qualities that may cause or accelerate deterioration of the Artwork. (C) Reasonable maintenance of the Artwork shall not require procedures substantially in excess of those described in the final maintenance plan required by Section 2.4(b)(2). DocuSign Envelope ID: DC315E32-327C-4B2E-B43D-32B6911F2C9E 340 (b) The City will give Notice to the Artist of any observed breach of these warranties and representations. Once notified by the City, the Artist shall, at no cost to the City, promptly cure the breach or breaches consistent with professional conservation standards, including but not limited to cure by repairing or refabricating the Artwork or any necessary portion of the Artwork. 4.2. Ownership (a) The Artist will remain the owner of the Final Design and Artwork until title transfers to the City as follows: (1) Within 10 days of the City’s acceptance of the Artwork, the City will issue to the Artist a Transfer of Title for Public Artwork. (2) On issuance of the Transfer of Title for Public Artwork, the City shall become the owner of the Final Design and the Artwork, without restriction on future use except as provided below, and shall also take title in and to any and all drawings, renderings, maquettes, sketches, models, and any other documents and materials created by the Artist in furtherance of the Final Design or the Artwork. The Artist shall promptly deliver to the City all such materials that are still in the Artist’s possession. (b) The Artist will retain all reproduction rights afforded by the Copyright Act of 1976, as currently codified and amended, and any other reproduction rights in and to the Artwork except as limited by and in this Contract. (1) The Artist may not make any additional exact duplicate or three-dimensional scale reproductions of the Artwork, and may not grant permission to do so to any third parties except with Approval from the City. The Artist retains the right to make 2-D reproductions of the work for use in promotional materials, portfolios, websites and other locations where the artist is promoting the Artwork. If the Artist is granted Approval by the City to reproduce the Artwork in a limited edition, the Artist agrees to include on or in any form of reproduction of the Artwork initiated or authorized by the Artist a credit to the City of Denton in the following form: “Collection of the City of Denton.” (2) The Artist grants to the City and its assigns an irrevocable license to graphically depict or display the Artwork or make two-dimensional reproductions of the Artwork for any municipal or public purpose, including but not limited to any publicity the City deems appropriate or beneficial. (3) All reproductions by the City shall credit the Artist and include a copyright notice substantially in the following form: “© [Artist’s name], installation year, Commissioned by the City of Denton.” Any reproductions of the Artwork made by the Artist shall credit the City and shall contain a notice in the form “An original work owned and commissioned by the City of Denton.” 4.3. Insurance and Risk of Loss DocuSign Envelope ID: DC315E32-327C-4B2E-B43D-32B6911F2C9E 341 (a) The Artist shall bear all risk of loss and damage to the Artwork until title transfers to the City as set out in Section 4.2. (b) The Artist agrees to carry insurance in the types and amounts indicated in Exhibit C: (1) Workers’ Compensation and Employers’ Liability insurance coverage must be in place before the Artist begins any work on the Site, including but not limited to installation of the Artwork and any predicate Site preparation. (2) Commercial General Liability insurance coverage and Automobile Liability insurance coverage must be in place no later than 30 days after the Effective Date. (3) Professional Liability insurance coverage for any design professional must be in place at the time the design professional places her/his seal on design drawings submitted to the City. (4) If the Artist is fabricating the Artwork anywhere other than the Site location, a Fine Arts Floater or other Property Insurance must be in place before fabrication of the Artwork begins. (c) Approval by the City of any insurance obtained by the Artist will not diminish or decrease the liability of the Artist under this Contract. 4.4. Visual Artists Rights Act (a) The Artist agrees and understands that nothing in this Contract shall affect or limit the City’s absolute, unrestricted right incidental to the City’s full ownership of the artwork to alter, change, modify, destroy, remove, move, replace, operate, maintain, transport, sell, or transfer, in whole or in part, the Artwork when the City deems it necessary within its discretion, in order to otherwise exercise the City’s powers and responsibility in regard to public works and improvements, in furtherance of the City’s operations or for any other reason. (b) When a work of visual art is incorporated in or made part of a City-owned building in such a way that removing the work from the building will cause the destruction, distortion, mutilation, or other modification of the work, the City shall have absolute, unrestricted rights incidental to its full ownership of the final artistic work to alter, change, modify, destroy, remove, move, replace, transport, or transfer, in whole or in part, the final artistic work when the City deems it necessary within its discretion in order to exercise the City's powers and responsibilities in regard to public works and improvements, in furtherance or the City's operations or for any other good cause. (c) The City shall make a good faith effort to provide the Artist with prior Notice of the City’s intent to undertake any alterations to the Artwork that may impact the Artwork. However, the Artist consents to the City’s actions that may destroy, distort, mutilate or otherwise modify the Artwork. After the Artwork is owned by the City, Artist DocuSign Envelope ID: DC315E32-327C-4B2E-B43D-32B6911F2C9E 342 specifically waives the right to bring a legal action for injunction, money damages, legal fees or any other legal or equitable remedy against the City, its agents and employees, for relocation, damage, modification, or destruction of the Artwork whether intentional, unintentional, negligent or grossly negligent. (d) To the extent this Section is inconsistent with federal, state, or local law or any applicable rights, including the 1990 Visual Artists Rights Act, the Artist waives any right to preservation of the Artwork provided by those laws. Artist shall retain the right to disclaim authorship of the Artwork as set forth in the 1990 Visual Artists Rights Act. 4.5. Maintenance, Repairs, and Alteration to the Artwork (a) The City recognizes that maintenance of the Artwork on a regular basis is essential to the integrity of the Artwork. The City shall have the sole right to determine whether, when, and to what extent any repairs or restorations of the Artwork will occur. All repairs and restorations, whether by the City or by the Artist, will be made in accordance with then-current, generally accepted principles of conservation. To the extent this Section is inconsistent with any rights, including moral rights, which would otherwise be provided to the Artist by applicable law, including the 1990 Visual Artists' Rights Act as codified and amended, the Artist waives any right to preservation of the Artwork provided by those laws. The Artist will retain the right to disclaim authorship of the Artwork to the extent allowed by the 1990 Visual Artists’ Rights Act as codified and amended. The City will have the right at any time to either move the Artwork or remove it from public display. The City will also have the right, in its discretion and at any time, to sell, trade, or otherwise transfer ownership of the Artwork. (b) The obligations of the City, and the rights of the Artist, set out in this Section shall not survive the death or legal incapacity of the Artist. ARTICLE 5. CONTRACT MANAGEMENT 5.1. Amendment in Writing This Contract may be modified only by a writing properly executed by each of the Parties. Neither any representation or promise made after the execution of this Contract, nor any modification or amendment of this Contract, shall be binding on the Parties unless made in writing and properly executed by each of the Parties. 5.2. Subcontracting by the Artist (a) The Artist may subcontract portions of the services to be provided under this Contract, at the Artist’s sole expense, subject to the following limitations: (1) The Artist’s use of subcontractors may not affect the design, appearance, fabrication methodology, or visual quality of the Artwork. DocuSign Envelope ID: DC315E32-327C-4B2E-B43D-32B6911F2C9E 343 (2) The Artist is responsible for all work performed by subcontractors. (3) The Artist shall remain fully responsible to the City for the actions of any subcontractors engaged by the Artist. (4) Any subcontract must be in writing, must attach this Contract as an exhibit, and must acknowledge the supremacy of this Contract in the case of any conflict between the two. All subcontractors shall remain subject to the terms of this Contract at all times. (5) Prior to the Artist entering into a subcontract, the Artist shall give Notice to the City, identifying the proposed subcontractor, the proposed scope(s) of work, and the dollar amount of the subcontract. The City may reject a subcontractor proposed by the Artist. If the City rejects a proposed subcontractor, the Artist may not use that subcontractor on this Contract. (6) The Artist shall require each subcontractor, as a condition to entering into each subcontract, to comply with the City’s insurance requirements as set out in Exhibit C. The Artist shall further obtain, on request from the City, a certificate or certificates of insurance sufficient to satisfy the City that each subcontractor is in compliance with the insurance requirements of this Contract. 5.3. Termination for Cause (a) In the event of a default by the Artist, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Artist, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City’s reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Artist’s default, including, without limitation, cost of cover, reasonable attorneys’ fees, court costs, and prejudgment and post- judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Artist, the City may remove the Artist from the City’s vendor list for three (3) years and any future offer submitted by the Artist may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. (b) The City may also terminate this Contract for cause if: (1) The Artist dies or becomes physically or legally incapacitated during the term of this Contract. Termination under this paragraph will only require notice to the Artist or the Artist’s legal successor or guardian, as applicable. All finished and unfinished drawings, sketches, photographs, models, and work will become property of the City. If, prior to the Artist’s death or incapacity, the Final Design is approved by the City or the Artwork has progressed to the point of fabrication, the City may complete the Artwork, DocuSign Envelope ID: DC315E32-327C-4B2E-B43D-32B6911F2C9E 344 giving due regard to the Artist’s intended results and giving proper credit and acknowledgement to the Artist. 5.4. Termination for Convenience The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days’ prior written Notice to Artist. If the City terminates this Contract for convenience, the Artist shall immediately stop performance under this Contract (unless the Notice directs otherwise) and deliver all drawings, renderings, maquettes, sketches, models, and any other documentation and materials created by the Artist for the Final Design or creation of the Artwork to the City within 10 business days. If the City approves reimbursements for purchases of materials used for the development of the design in excess of the payments the Artist received prior to the City’s termination for convenience, the City will reimburse the Artist for amounts expended under this Contract within 30 calendar days of the Artist’s submission of receipts documenting such material purchases. 5.5. Appropriation The Artist acknowledges that the City’s payment obligations to the Artist are payable only from funds appropriated or available for the purpose of this Contract. If the City does not appropriate funds for this Contract, or if there are no other lawfully available funds for this Contract, this Contract is void. The City shall provide the Artist with Notice of the failure of the City to make an adequate appropriation for any fiscal year to pay the amounts due under this Contract, or of the reduction of any appropriation to an amount insufficient to permit the City to pay its obligations under this Contract. 5.6. Force Majeure (a) Each Party agrees to excuse the failure of the other Party to perform its obligations under this Contract to the extent, and for a period of time during which, the failure is caused by an event of Force Majeure. An event of Force Majeure is any event or circumstance which prevents or delays performance of any obligation arising under this Contract, but only if and to the extent the event or circumstance is not within the control of the Party seeking to have its performance obligation excused and which the Party was unable by the exercise of due diligence to avoid or prevent. Events of Force Majeure include acts of God, riots, sabotage, civil disturbances, epidemics, acts of domestic or foreign terrorism, lightning, earthquakes, fires, storms, floods, and landslides. Events of Force Majeure do not include economic or market conditions which affect a Party’s cost but not its ability to perform. (b) The Party invoking Force Majeure shall give timely and adequate Notice to the other Party, by e-mail or orally but confirmed promptly in writing, and shall use due diligence to remedy the effects of an event of Force Majeure as soon as reasonably possible. In the event a Party’s performance of an obligation under this Contract is delayed due to a Force Majeure event, then the time for completion of the Party’s obligation will be extended DocuSign Envelope ID: DC315E32-327C-4B2E-B43D-32B6911F2C9E 345 day-for-day, provided that an event of Force Majeure shall not last more than 90 days. If an event of Force Majeure affecting the Artist’s performance continues for more than 90 days, the City shall have the right to terminate this Contract upon Notice to the Artist. The Contract shall terminate immediately upon receipt of such Notice. 5.7. Notices (a) Unless explicitly stated elsewhere in this Contract, all Notices must be given in the manner set out in this Section in order to be effective. (b) Any Notice required or allowed to be given or to be served in connection with this Contract will be deemed delivered and received on the earlier of the date actually received or a date that is: (1) Three calendar days after being deposited in the United States mail, if sent via certified mail, properly addressed and with postage prepaid; or (2) The date delivery is originally scheduled to occur, if sent via a reputable overnight courier service. (c) Notice to each Party must be given as follows: The City: The City of Denton Attn: Director of Parks and Recreation 321 E. McKinney St Denton, TX 76201 The Artist: Ray King Studio Ltd Attn: Ray King 835 N. 3rd Street Philadelphia, PA 19123 (d) The Parties will each have the right to change their respective addresses for Notice purposes, and will have the right to specify as its address any other address within the United States of America by giving the other Party at least five days’ Notice. (e) The Artist is responsible for giving prompt Notice to the City of any changes to the Artist’s address(es). 5.8. Right to Assurance DocuSign Envelope ID: DC315E32-327C-4B2E-B43D-32B6911F2C9E 346 When one Party, in good faith, has reason to question the other Party’s intent to perform its obligations under this Contract, that Party may make demand on the other Party for written assurance of the intent to perform. The Party who is asked for assurance has 10 business days to provide Notice of its written assurance of intent to perform. If the Party fails to provide the assurance, the demanding Party may treat this failure as an anticipatory repudiation of the Contract and terminate the Contract for cause. ARTICLE 6. TERMS AND CONDITIONS 6.1. Right to Audit The Artist agrees that the representatives of the Office of the City Auditor, or other authorized representatives of the City, shall have access to, and the right to audit, examine, or reproduce, any and all of the Artist’s records related to this Contract. The Artist shall retain all such records for a period of three years after final payment on this Contract or until all audit and litigation matters that the City has brought to the attention of the Artist are resolved, whichever is longer. The Artist agrees to refund to the City any overpayments disclosed by any such audit. 6.2. Indemnification (a) THE ARTIST SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS THE CITY, ITS OFFICERS, APPOINTED OR ELECTED OFFICIALS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS, AND ASSIGNS (THE “INDEMNIFIED PARTIES”) AGAINST ALL COSTS, LIABILITIES, DAMAGES, CLAIMS, SUITS, ACTIONS, AND CAUSES OF ACTIONS (“CLAIMS”), TO THE EXTENT IT ARISES DIRECTLY OR INDIRECTLY OUT OF (A) A BREACH OF THIS CONTRACT OR VIOLATION OF LAW BY THE ARTIST AND THE ARTIST’S EMPLOYEES, SUBCONTRACTORS, SUCCESSORS, AND ASSIGNS (THE “ARTIST PARTIES”), (B) A FALSE REPRESENTATION OR WARRANTY MADE BY THE ARTIST PARTIES IN THIS CONTRACT, IN THE ARTIST’S PROPOSAL, OR THE FORMATION OF THIS CONTRACT, (C) THE DESIGN OR INSTALLATION OF THE ARTWORK, (D) THE INTELLECTUAL PROPERTY INVOLVED IN THE DESIGN AND CREATION OF THE ARTWORK, (D) THE NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF A STANDARD OF STRICT LIABILITY BY THE ARTIST PARTIES IN CONNECTION WITH THIS CONTRACT. CLAIMS TO BE INDEMNIFIED INCLUDE CLAIMS FOR BODILY INJURY OR DEATH, OCCUPATIONAL ILLNESS OR DISEASE, LOSS OF SERVICES WAGES OR INCOME, DAMAGE, DESTRUCTION, OR LOSS OF USE OF PROPERTY, AND WORKERS’ COMPENSATION CLAIMS. THE ARTIST’S OBLIGATIONS UNDER THIS SECTION ARE NOT EXCUSED IN THE EVENT A CLAIM IS CAUSED, IN PART, BY THE ALLEGED NEGLIGENCE OR WILLFUL MISCONDUCT OF THE INDEMNIFIED PARTIES. DocuSign Envelope ID: DC315E32-327C-4B2E-B43D-32B6911F2C9E 347 (b) The City shall give the Artist Notice of any Claim asserted against an Indemnified Party. The Artist shall assume on behalf of the Indemnified Parties and conduct with due diligence and in good faith the defense of all Claims against the Indemnified Parties. The Indemnified Parties shall have the right (but not the obligation) to participate in the defense of any claim or litigation with attorneys of their own selection without relieving the Artist of any obligations in this Contract. In no event shall the Artist admit liability on the part of an Indemnified Party without the prior, written consent of the City Attorney. (c) Maintenance of the insurance required under this Contract shall not limit the Artist’s obligations under this Section. The Artist shall require all subcontractors to indemnify the City in the same manner as provided in this Article. 6.3. Independent Contractor This Contract shall not be construed as creating an employer/employee relationship, a partnership, joint enterprise, or a joint venture between the Parties. The City and the Artist are independent contractors. The Artist agrees and understands that this Contract does not grant any rights or privileges established for employees of the City. 6.4. Competent, Orderly Workers The Artist and any subcontractors of the Artist shall only employ orderly and competent workers, skilled in the performance of the services that they will perform under the Contract. The Artist, the Artist’s employees and subcontractors, and subcontractors’ employees may not: (1) illegally use or possess any firearms, or (2) use or possess alcoholic or other intoxicating beverages, illegal drugs, or controlled substances, while on the job or on City’s property. The workers may not be intoxicated or under the influence of alcohol or drugs on the job. If the City notifies the Artist that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated City rules, has illegally possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Artist shall immediately remove the worker and the worker may not be employed again for work on this Contract without the City’s written consent. 6.5. Survival of Obligations All provisions of this Contract that impose continuing obligations on the Parties, including but not limited to warranty, indemnification, limitation of liability, and keeping addresses for Notice current, shall survive the expiration or termination of this Contract. 6.6. Election of Remedies / No Waiver DocuSign Envelope ID: DC315E32-327C-4B2E-B43D-32B6911F2C9E 348 Neither the exercise of nor the failure to exercise a right or to give notice of a claim under this Contract shall constitute an election or waiver of remedies or limit a Party in any manner in the enforcement of any other remedies that may be available to the Party, whether at law or in equity. 6.7. Jurisdiction and Venue This Contract is made subject to the City Charter and ordinances of the City, and all applicable laws of the State of Texas, without regard to conflicts of laws principles which would apply the law of any other jurisdiction. The courts of Texas shall have jurisdiction of any dispute arising out of or concerning this Contract, either administrative or judicial, and venue shall be proper and lie exclusively in Denton County Texas. 6.8. Severability If a court of competent jurisdiction determines that a term or provision of this Contract is void or unenforceable, the remainder of this Contract remains effective to the extent permitted by law. 6.9. Mandatory Anti-Israel Boycott and Prohibition on Foreign Terrorist Organizations (a) Artist 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 Contract, Artist certifies that Artist’s signature provides written verification to the City that Artist: (1) does not boycott Israel; and (2) will not boycott Israel during the term of this Contract. Failure to meet or maintain the requirements under this provision will be considered a material breach. (b) Section 2252 of the Texas Government Code restricts the City from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this Contract, Artist certifies that Artist’s signature provides written verification to the City that Artist, pursuant to Chapter 2252, is not ineligible to enter into this Contract and will not become ineligible to receive payments under this Contract 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. 6.10. Execution in Counterparts DocuSign Envelope ID: DC315E32-327C-4B2E-B43D-32B6911F2C9E 349 This Contract may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which, taken together, shall constitute one and the same Contract. 6.11. Mutual Drafting This Contract shall be deemed to be the joint work product of the Parties and any rule of construction that a document shall be interpreted or construed against the drafter shall not be applicable to this Contract. 6.12. Complete Agreement This Contract constitutes the entire agreement and understanding between the Parties and supersedes all previous agreements, understandings, discussions, and representations concerning its subject matter. This Contract includes the following exhibits, which are incorporated into this Contract by reference: Exhibit A. Depiction of Artwork Exhibit B. Facility and Site Location Exhibit C. Insurance Requirements Exhibit D. Certificate of Interested Parties Electronic Filing [Signature on following page] DocuSign Envelope ID: DC315E32-327C-4B2E-B43D-32B6911F2C9E 350 AGREED: ARTIST: ___________________________________ Name:______________________________ Title:_______________________________ CITY: CITY OF DENTON BY: Todd Hileman City Manager ATTEST: __________________________________ Rosa Rios, City Secretary APPROVED AS TO LEGAL FORM: BY: Aaron Leal, City Attorney 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: DC315E32-327C-4B2E-B43D-32B6911F2C9E President, Ray King Studio, Ltd. Ray King Gary Packan Director of Parks and Recreation Parks & Recreation 351 EXHIBIT A Depiction of Artwork DocuSign Envelope ID: DC315E32-327C-4B2E-B43D-32B6911F2C9E 352 DocuSign Envelope ID: DC315E32-327C-4B2E-B43D-32B6911F2C9E 353 DocuSign Envelope ID: DC315E32-327C-4B2E-B43D-32B6911F2C9E 354 EXHIBIT B Artwork Site Location DocuSign Envelope ID: DC315E32-327C-4B2E-B43D-32B6911F2C9E 355 DocuSign Envelope ID: DC315E32-327C-4B2E-B43D-32B6911F2C9E 356 DocuSign Envelope ID: DC315E32-327C-4B2E-B43D-32B6911F2C9E 357 EXHIBIT C INSURANCE REQUIREMENTS AND WORKERS’ COMPENSATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better. • Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self- insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. • Liability policies shall be endorsed to provide the following: Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and DocuSign Envelope ID: DC315E32-327C-4B2E-B43D-32B6911F2C9E 358 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, 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: DC315E32-327C-4B2E-B43D-32B6911F2C9E 359 • 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 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: • any auto, or • all owned hired and non-owned autos. [ ] Workers’ Compensation Insurance Contractor shall purchase and maintain Workers’ Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers’ Compensation Commission (TWCC). DocuSign Envelope ID: DC315E32-327C-4B2E-B43D-32B6911F2C9E 360 [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an “occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. [ ] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. [ ] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. [ ] Environmental Liability Insurance Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this contract. [ ] Riggers Insurance The Contractor shall provide coverage for Rigger’s Liability. Said coverage may be provided by a Rigger’s Liability endorsement on the existing CGL coverage; through and Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, Rigger’s Liability Coverage form. Said coverage shall mirror the limits provided by the CGL coverage [ ] Commercial Crime DocuSign Envelope ID: DC315E32-327C-4B2E-B43D-32B6911F2C9E 361 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: DC315E32-327C-4B2E-B43D-32B6911F2C9E 362 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: DocuSign Envelope ID: DC315E32-327C-4B2E-B43D-32B6911F2C9E 363 1. a certificate of coverage, prior to that person beginning work on theproject, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and 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; DocuSign Envelope ID: DC315E32-327C-4B2E-B43D-32B6911F2C9E 364 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: DC315E32-327C-4B2E-B43D-32B6911F2C9E 365 Exhibit D Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. DocuSign Envelope ID: DC315E32-327C-4B2E-B43D-32B6911F2C9E 366 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: DC315E32-327C-4B2E-B43D-32B6911F2C9E CIQ Ray King Studio, LTD. none none 11/30/2020 X X X X 367 Certificate Of Completion Envelope Id: DC315E32327C4B2EB43D32B6911F2C9E Status: Sent Subject: Please DocuSign: City Council Contract 7265-002 Vela Art Sculpture Source Envelope: Document Pages: 37 Signatures: 4 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: 198.49.140.104 Record Tracking Status: Original 11/25/2020 9:54:20 AM Holder: Lori Hewell lori.hewell@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 11/25/2020 10:01:41 AM Viewed: 11/25/2020 10:02:00 AM Signed: 11/25/2020 10:03:14 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 11/25/2020 10:03:16 AM Viewed: 11/25/2020 10:05:05 AM Signed: 11/25/2020 10:05:08 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Catherine Clifton Catherine.Clifton@cityofdenton.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 11/25/2020 10:05:10 AM Viewed: 11/30/2020 11:56:03 AM Signed: 11/30/2020 11:56:51 AM Electronic Record and Signature Disclosure: Accepted: 11/30/2020 11:56:03 AM ID: eff1a66d-221d-4789-8b19-d6f9a84bd045 Ray King ray@rayking.nu President, Ray King Studio, Ltd. Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 68.80.58.231 Sent: 11/30/2020 11:56:55 AM Viewed: 11/30/2020 1:33:31 PM Signed: 11/30/2020 1:36:40 PM Electronic Record and Signature Disclosure: Accepted: 11/30/2020 1:33:31 PM ID: 480e6d81-c900-4677-aa40-1ecbc96e7107 368 Signer Events Signature Timestamp Gary Packan Gary.packan@cityofdenton.com Director of Parks and Recreation Parks and Recreation Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 11/30/2020 1:36:45 PM Viewed: 11/30/2020 1:37:20 PM Signed: 11/30/2020 1:37:38 PM Electronic Record and Signature Disclosure: Accepted: 11/30/2020 1:37:20 PM ID: 7a80ab66-2f33-4380-96a7-341487a9e0a5 Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 11/30/2020 1:37:43 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: 11/25/2020 10:03:16 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: 11/30/2020 1:37:42 PM 369 Carbon Copy Events Status Timestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 11/30/2020 1:37:42 PM Viewed: 11/30/2020 1:38:29 PM 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 Heather Gray Heather.Gray@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 11/25/2020 10:01:41 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure 370 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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Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. 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Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Catherine Clifton, Ray King, Gary Packan, Todd Hileman 371 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. 373