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2021-03-23 Agenda and Backup
City Council City of Denton Meeting Agenda City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Council Work Session Room3:00 PMTuesday, March 23, 2021 Special Called Meeting WORK SESSION BEGINS AT 3:00 P.M. IN THE COUNCIL WORK SESSION ROOM CITY COUNCIL CONSIDERATION OF THE CONSENT AGENDA AND ITEMS FOR INDIVIDUAL CONSIDERATION WILL BEGIN IMMEDIATELY FOLLOWING THE CLOSED MEETING IN THE COUNCIL WORK SESSION ROOM Note: Mayor Gerard Hudspeth, Mayor Pro Tem Jesse Davis and Council Members Birdia Johnson, Connie Baker, John Ryan, Deb Armintor and Paul Meltzer will be participating in the work session and 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 March 23, 2021, 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 March 19, 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 3/30/2021 1 March 23, 2021City Council Meeting Agenda • By phone – Citizens wishing to speak over the phone during this Council meeting, may call (940) 349-7800 beginning 30 minutes prior to the meeting start time. Comments by phone will be accepted until the item is opened for discussion by the Council. When the call is initially received, a staff member will receive the caller’s information and either: 1) offer to call the citizen back when it is time for them to speak, or 2) record the caller’s information, support or opposition, and comment. If the caller chooses to record their support or opposition, rather than speaking during the meeting, the Mayor will announce the number of comments submitted in support or opposition to the item. If the caller wishes to receive a call back, the voice of each caller will be broadcast into the meeting during the public commenting time of their desired agenda item. Individuals will be able to comment once per agenda item, no matter the method. • At regular meetings only, citizens can speak on any topic that is not on the agenda (Open Microphone). Alert the call taker if you wish to speak under the Open Microphone category. If you would like to give a public report, see the information below. After determining that a quorum is present, the City Council of the City of Denton, Texas will convene in a Work Session on Tuesday, March 23, 2021, at 3:00 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 the FY 2019-2020 Comprehensive Annual Financial Report and annual audit. ID 21-485A. Receive a report, hold a discussion, and give staff direction regarding processes, impacts, and results of service delivery during the February 2021 inclement weather event by the following departments: 1.Parks and Recreation & Community Services 2.Finance/Purchasing/Warehouse/Compliance 3.Public Affairs/DTV ID 21-342B. Receive a report, hold a discussion, and give staff direction on pending City Council requests for: (1) Inserting a mask requirement into municipal health codes ID 20-2388C. Page 2 Printed on 3/30/2021 2 March 23, 2021City Council Meeting Agenda Following the completion of the Work Session, the City Council will convene in a Closed Meeting to consider specific item(s) when these items are listed below under the Closed Meeting section of this agenda. The City Council reserves the right to adjourn into a Closed Meeting on any item on its Open Meeting agenda consistent with Chapter 551 of the Texas Government Code, as amended, or as otherwise allowed by law. 1. Closed Meeting: Deliberations Regarding Certain Public Power Utilities: Competitive Matters - Under Texas Government Code Section 551.086; Consultation with Attorneys - Under Texas Government Code, Section 551.071. Receive a presentation from staff regarding public power competitive and financial matters about the delivery of power, wholesale energy supply and risk management plans, hedge plans, and strategies as each relates to the DME electric power and gas portfolio and to the February winter storm; discuss, deliberate, and provide direction to staff regarding the same. Consultation with the City’s attorneys regarding legal issues, legal status, legal analysis, and legal strategy associated with the above matters and pending and potential litigation, including release of related confidential information, where a public discussion of these legal matters would conflict with the duty of the City’s attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City’s legal position in any administrative proceeding or potential litigation. ID 21-604A. Any final action, decision, or vote on a matter deliberated in a Closed Meeting will only be taken in an Open Meeting that is held in compliance with Texas Government Code, Chapter 551, except to the extent such final decision, or vote is taken in the Closed Meeting in accordance with the provisions of Section 551.086 of the Texas Government Code (the ‘Public Power Exception’). The City Council reserves the right to adjourn into a Closed Meeting or Executive Session as authorized by Texas Government Code, Section 551.001, et seq. (The Texas Open Meetings Act) on any item on its open meeting agenda or to reconvene in a continuation of the Closed Meeting on the Closed Meeting items noted above, in accordance with the Texas Open Meetings Act, including, without limitation Sections 551.071-551.086 of the Texas Open Meetings Act. NOTE: Any item for which a formal action at the Regular Meeting has been taken by Council may be subject to a request for a motion for reconsideration at any time during the meeting, at the Concluding Items Section, or after the meeting. In order to comply with the Texas Open Meetings Act, a request for a motion for reconsideration made during, at the end of, or after a Council meeting will be placed on the agenda and considered at the next official meeting of the City Council. Following the completion of the Closed Meeting, the City Council will convene in a Special Called Meeting to consider the following items: 1. CONSENT AGENDA Each of these items is recommended by Staff and approval thereof will be strictly on the basis of the Staff recommendations. Approval of the Consent Agenda authorizes the City Manager or his designee to implement each item in accordance with the Staff recommendations. The City Council has received background information and has had an opportunity to raise questions regarding these items prior to consideration. Listed below are bids, purchase orders, contracts, and other items to be approved under the Consent Agenda (Agenda Items A – I). This listing is provided on the Consent Agenda to allow Council Members Page 3 Printed on 3/30/2021 3 March 23, 2021City Council Meeting Agenda to discuss or withdraw an item prior to approval of the Consent Agenda. If no items are pulled, the Consent Agenda Items will be approved with one motion. If items are pulled for separate discussion, they may be considered as the first items following approval of the Consent Agenda. Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager, or their designee, to execute a Professional Services Agreement with Kimley-Horn and Associates, Inc., for the Texas Woman’s University (TWU) Area Capital Projects Program; Bell Avenue Temporary Roundabouts - Phase 1 for Capital Projects-Engineering Department, as set forth in the contract; providing for the expenditure of funds therefor; and providing an effective date (RFQ 6590-107 - Professional Services Agreement for engineering services awarded to Kimley-Horn and Associates, Inc., in the not-to-exceed amount of $109,700.00). ID 21-421A. Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager, or their designee, to execute a Professional Services Agreement with Bridgefarmer & Associates, Inc., for the Texas Woman’s University (TWU) Area Capital Projects Program - Phase 1 for Capital Projects-Engineering Department, as set forth in the contract; providing for the expenditure of funds therefor; and providing an effective date (RFQ 6590-106 - Professional Services Agreement for engineering services awarded to Bridgefarmer & Associates, Inc., in the not-to-exceed amount of $1,577,270.00). ID 21-492B. Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the Interim City Manager to execute Amendment 1 to Agreement with CASA of Denton County to extend to April 30, 2021 the term of an Agreement to construct certain improvements to facilities located at 604 and 610 North Bell Avenue; and providing an effective date. ID 21-450C. Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the Interim City Manager to execute Amendment 1 to Agreement with Grace Like Rain, Inc. to extend to June 30, 2021 the term of an Agreement for reimbursement of pre-development costs in connection with the proposed construction of a community village at 4000 E. McKinney Street; and providing an effective date. ID 21-461D. Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager, or their designee, to execute a Professional Services Agreement with Hazen and Sawyer, P.C. for reclamation solids handling for the Pecan Creek Water Reclamation Plant; providing for the expenditure of funds therefor; and providing an effective date (RFQ 7350 - Professional Services Agreement for reclamation solids handling services awarded to Hazen and Sawyer, P.C., in the not-to-exceed amount of $1,993,302.00). ID 21-488E. Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the approval of the first amendment to the Professional Services Agreement between the City of Denton and Freese and Nichols, Inc., amending the contract approved by the City Council on June 21, 2016, in the not-to-exceed amount of $654,135.00; said first amendment to provide additional design, archeological, and environmental services for the Hickory Creek Interceptor Phases I and II Project; ID 21-490F. Page 4 Printed on 3/30/2021 4 March 23, 2021City Council Meeting Agenda providing for the expenditure of funds therefor; and providing an effective date (File 6137 - providing for an additional first amendment expenditure amount not-to-exceed $310,420.00, with the total contract amount not-to-exceed $964,555.00). Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, for approval of a pre-qualified professional services list for Planning, Modeling, Hydraulics, Permitting, Engineering Design for Treatment, Storage, Pumping, Distribution for Water Facilities, Engineering Design for Treatment, Detention, Lift Station and Collection for Wastewater Facilities; Electrical & Instrumentation Services; Easement and Right-of-Way Acquisition Services; Geotechnical Engineering and Testing Services; and Surveying and Sub-surface Utility Engineering Services for the Water and Wastewater Departments; and providing an effective date (RFQ 7574 - for three (3) years, with the option for two (2) additional one (1) year extensions, in the total five (5) year term). ID 21-546G. Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, for the approval of a pre-qualified professional services list of state certified Transportation Engineers for various improvements and public safety-related projects within the City of Denton; and providing an effective date (RFQ 7292 - for three (3) years, with the option for two (2) additional one (1) year extensions, in the total five (5) year term). ID 21-554H. Consider adoption of an ordinance of the City of Denton authorizing the Interim City Manager or her designee to execute an underground sprinkler license and mowing agreement between the City of Denton and the Meadows at Hickory Creek Owners Association, regarding an underground sprinkler license and mowing agreement pertaining to land located within the right-of-way of Vintage Boulevard between Bonnie Brae Street and State Highway 377, City and County of Denton, Texas; authorizing the expenditure of funds therefor; and providing an effective date. ID 21-477I. 2. ITEMS FOR INDIVIDUAL CONSIDERATION Consider adoption of an ordinance of the City of Denton authorizing the Interim City Manager to execute a Master Agreement regarding property at and adjacent to 414 West Parkway Street with the Denton Chamber of Commerce, Inc.; authorizing the Interim City Manager to carry out all duties pursuant thereto including the execution of a Ground Lease Termination; and providing an effective date. ID 21-310A. Consider adoption of an ordinance of the City of Denton authorizing the Interim City Manager to execute a Listing Agreement with Axis Realty Group of Denton, Inc. and the Denton Chamber of Commerce for the sale of certain real property and improvements comprised of a 0.449 acre tract located at 414 West Parkway Street, Denton, Texas; and providing an effective date. ID 21-549B. 3. CONCLUDING ITEMS Page 5 Printed on 3/30/2021 5 March 23, 2021City Council Meeting Agenda A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City Council or the public with specific factual information or recitation of policy, or accept a proposal to place the matter on the agenda for an upcoming meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide reports about items of community interest regarding which no action will be taken, to include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; or an announcement involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. B. Possible Continuation of Closed Meeting topics, above posted. C E R T I F I C A T E I certify that the above notice of meeting was posted on the bulletin board at the City Hall of the City of Denton, Texas, on the 19th day of March, 2021 at 4:15 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 6 Printed on 3/30/2021 6 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-485,Version:1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction regarding the FY 2019-2020 Comprehensive Annual Financial Report and annual audit. City of Denton Printed on 3/19/2021Page 1 of 1 powered by Legistar™7 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Finance CFO: David Gaines DATE: March 23, 2021 SUBJECT Receive a report, hold a discussion, and give staff direction regarding the FY 2019-20 Comprehensive Annual Financial Report and annual audit. BACKGROUND Each year, the City hires an independent accounting firm to conduct an audit of the City's basic financial statements. The purpose of the audit is to express an opinion as to whether the City's financial statements present fairly, in all material respects, the financial position of the City. The annual audit report is comprised of four major components: 1) the Comprehensive Annual Financial Report, 2) Management Letter (when appropriate), 3) Single Audit, and 4) Auditor's Communication to the Audit Committee. The Financial Report represents the entire financial position of the City, specifically for the fiscal year ending September 30, 2020. The document includes the independent auditor's opinion of management's representations within the annual report. The auditors have provided the City a clean opinion (unmodified), which means that in the opinion of Weaver & Tidwell, L.L.P., the City's financial statements present fairly, in all material respects, the financial position of the City. A clean or unmodified opinion is the best opinion that may be rendered in an audit of the financial statements. The audit specifically included the following items: • Audit of the City's Comprehensive Annual Financial Report in accordance with generally accepted auditing standards. • Performance of a Single Audit, which is an audit of the City's expenditures of State and Federal grant awards. • An evaluation of the City's internal control over financial reporting. The auditor's examination of internal controls was conducted at a level sufficient to gain an understanding of the internal control structure to determine the nature, timing, and extent of audit procedures. The auditors did not perform an audit of internal controls, but performed limited tests of internal controls for the purpose of providing an opinion on the financial statements. Additionally, the auditors examined, on a test basis, evidence supporting amounts and disclosures in the combined financial statements. The City did not receive a management letter as there were no material weaknesses or recommendations for strengthening controls identified. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 8 The following points are highlighted as key financial information from the report: 1. Overall positive financial results 2. Unassigned General Fund balance $33.8 million 24.7% of FY 2019-20 final budgeted expenditures $3 million increase from prior year 3. Unrestricted Net Position of Enterprise Funds (Utilities, Solid Waste, and Airport) $159 million $5.2 million decrease from prior year. Representatives from Weaver & Tidwell, L.L.P. will be present at the City Council meeting to provide their opinion and to answer any questions that you may have. EXHIBITS 1. Agenda Information Sheet 2. FY 2019-20 Comprehensive Annual Financial Report 3. Single Audit Report 4. Auditor’s Communication 5. Auditor’s Presentation Respectfully submitted: Cassey Ogden, 349-7195 Director of Finance 9 10 11 VISION “Destination Denton” Denton is an identifiable and memorable destination and a community of opportunities. We achieve this by providing high quality of life through excellence in education, entertainment, and employment; neighborhood vitality and sustainability; environmental and financial stewardship; and superior public facilities and services. MISSION “Dedicated to Quality Service” The City of Denton will foster an environment that will deliver extraordinary quality service and products through stakeholder, peer group, and citizen collaboration; leadership and innovation; and sustainable and efficient use of resources. VALUES “We Care” We care about our people, our community, and our work. We do this with integrity, respect, and fairness. 12 CORE VALUES INTEGRITY Making sure that with every decision we make, our actions match our values. FISCAL RESPONSIBILITY Ensuring that people can trust that we use public funds conscientiously, with the community’s best interest in mind. TRANSPARENCY Building an environment of trust by interacting with others honestly as well as collecting and sharing clear and concise information. OUTSTANDING CUSTOMER SERVICE Employing a holistic approach to problem-solving and providing responsive service that goes above and beyond expectations. 13 + CITY OF DENTON, TEXAS COMPREHENSIVE ANNUAL FINANCIAL REPORT For the fiscal year ended September 30, 2020 CITY MANAGER Sara Hensley (Interim) ASSISTANT CITY MANAGER/ CHIEF FINANCIAL OFFICER David Gaines Prepared by: Cassandra Ogden Director of Finance Brian Hogan, CPA Controller Cody Wood Assistant Controller Ed Lane, CPA Senior Accountant Kurt Breyfogle Senior Accountant Catherine Bai, CPA Senior Accountant Cindy Liang, CPA Senior Accountant Katy Magee, CPA Accountant Sarah Cochran Accountant Gabriela Cojanu Accountant Lori Allen Accountant Tonia Lynch Accountant Nicholas Vincent Assistant Director of Finance Randee Klingele Treasury Manager 14 City of Denton, Texas Comprehensive Annual Financial Report For Year Ended September 30, 2020 TABLE OF CONTENTS Page INTRODUCTORY SECTION (UNAUDITED): Transmittal Letter ................................................................................................................................................. i Organizational Chart ........................................................................................................................................ viii Certificate of Achievement ................................................................................................................................. ix List of Principal Officials..................................................................................................................................... x FINANCIAL SECTION: Independent Auditor’s Report .............................................................................................................................. 1 Management’s Discussion and Analysis ............................................................................................................. 5 Basic Financial Statements: Government-wide Financial Statements: Exhibit I - Statement of Net Position .................................................................................................... 17 Exhibit II - Statement of Activities ....................................................................................................... 18 Fund Financial Statements: Governmental Fund Financial Statements: Exhibit III - Balance Sheet ............................................................................................................. 20 Exhibit IV - Reconciliation of the Balance Sheet of Governmental Funds to the Statement of Net Position ............................................................................................................................ 21 Exhibit V - Statement of Revenues, Expenditures and Changes in Fund Balances ....................... 22 Exhibit VI - Reconciliation of the Statement of Revenues, Expenditures, and Changes in Fund Balances of Governmental Funds to the Statement of Activities ................................................ 23 Exhibit VII - Statement of Revenues, Expenditures and Changes in Fund Balance – Budget to Actual General Fund ............................................................................................................... 25 Proprietary Fund Financial Statements: Exhibit VIII - Statement of Net Position ........................................................................................ 26 Exhibit IX - Statement of Revenues, Expenses and Changes in Fund Net Position ...................... 30 Exhibit X - Statement of Cash Flows ............................................................................................. 32 Agency Fund Financial Statements: Exhibit XI - Statement of Assets and Liabilities ............................................................................ 34 Notes to Basic Financial Statements ........................................................................................................... 35 Required Supplementary Information: Exhibit XII - Schedule of Changes in Net Pension Liability and Related Ratios – Texas Municipal Retirement System – Last Four Fiscal Years ................................................................ 89 Exhibit XIII - Schedule of Contributions – Texas Municipal Retirement System – Last Ten Fiscal Years ............................................................................................................................. 90 Exhibit XIV - Schedule of Changes in Net Pension Liability and Related Ratios – Denton Firemen’s Relief and Retirement Fund – Last Four Fiscal Year .................................................... 91 Exhibit XV - Schedule of Contributions – Denton Firemen’s Relief and Retirement Fund – Last Ten Fiscal Years ............................................................................................................................. 92 Exhibit XVI - Schedule of Changes in Total OPEB Liability and Related Ratios – Medical – Last Fiscal Year .............................................................................................................................. 93 Exhibit XVII - Schedule of Changes in Total OPEB Liability and Related Ratios – Texas Municipal Retirement System Supplemental Death Benefit Fund – Last Fiscal Year .................. 94 Combining and Individual Fund Financial Statements and Schedules: Exhibit XVIII - Schedule of Revenues, Expenditures and Changes in Fund Balances – Budget to Actual: Debt Service Fund ................................................................................................... 95 Exhibit XIX - Combining Balance Sheet – Nonmajor Governmental Funds ............................................. 98 Exhibit XX - Combining Statement of Revenues, Expenditures and Changes in Fund Balances Nonmajor Governmental Funds .......................................................................................................... 100 15 City of Denton, Texas Comprehensive Annual Financial Report For Year Ended September 30, 2020 TABLE OF CONTENTS (Continued) Page FINANCIAL SECTION (continued): Combining and Individual Fund Financial Statements and Schedules (continued): Schedule of Revenues, Expenditures and Changes in Fund Balances – Budget to Actual: Exhibit XXI - Recreation ............................................................................................................. 102 Exhibit XXII - Police Confiscation .............................................................................................. 103 Exhibit XXIII - Tourist and Convention ...................................................................................... 104 Exhibit XXIV - Street Improvement Fund ................................................................................... 105 Exhibit XXV - Gas Well Revenues Fund .................................................................................... 106 Exhibit XXVI - Citizens’ Park Trust ............................................................................................ 107 Exhibit XXVII - Combining Statement of Net Position – Internal Service Funds ................................... 110 Exhibit XXVIII - Combining Statement of Revenues, Expenses and Changes in Fund Net Position - Internal Service Funds ........................................................................................................................ 112 Exhibit XXIX - Combining Statement of Cash Flows – Internal Service Funds ...................................... 114 Exhibit XXX - Combining Statement of Changes in Assets and Liabilities – Agency Funds .................. 116 STATISTICAL SECTION (UNAUDITED): Table 1 Net Position by Component .................................................................................................................... 118 2 Changes in Net Position .......................................................................................................................... 120 3 Fund Balances of Governmental Funds .................................................................................................. 124 4 Changes in Fund Balances of Governmental Funds ................................................................................ 126 5 Assessed Value and Estimated Actual Value of Taxable Property ......................................................... 128 6 Property Tax Rates (Per $100 of Assessed Value) – Direct and Overlapping Governments .................. 130 7 Principal Property Taxpayers .................................................................................................................. 132 8 Property Tax Levies and Collections ...................................................................................................... 134 9 Ratio of Outstanding Debt by Type......................................................................................................... 136 10 Ratio of General Bonded Debt Outstanding ............................................................................................ 138 11 Direct and Overlapping Governmental Activities Debt .......................................................................... 140 12 Pledged Revenue Coverage ..................................................................................................................... 142 13 Demographic and Economic Statistics .................................................................................................... 144 14 Principal Employers ................................................................................................................................ 145 15 Full-Time Equivalent City Government Employees by Function/Program ............................................ 146 16 Operating Indicators by Function/Program ............................................................................................. 148 17 Capital Asset Statistics by Function/Program ......................................................................................... 150 OTHER SUPPLEMENTAL INFORMATION: Exhibit XXXI - Schedule of Expenditures – Budget and Actual – General Fund .................................... 153 16 17 Finance Department 215 E. McKinney St., Denton, TX 76201 (940) 349-8531 OUR CORE VALUES Integrity Fiscal Responsibility Transparency Outstanding Customer Service ADA/EOE/ADEA www.cityofdenton.com TDD (800) 735-2989 March 12, 2021 The Honorable Mayor and Members of the City Council City of Denton Denton, Texas It is with great pleasure that we present to you a copy of the Comprehensive Annual Financial Report (CAFR) of the City of Denton (the City) for the fiscal year ended September 30, 2020. The purpose of the report is to provide the City Council, management, citizens, and other interested parties with detailed information concerning the City’s financial condition. THE REPORT The Texas Local Government Code (§ 103.001) requires an annual audit for municipalities. In addition, the City Charter (Section 2.13) requires a Certified Public Accountant who, as of the end of the fiscal year, shall make an “independent audit of accounts” and prepare a report to the City Council and the City Manager. This document fulfills the above-mentioned requirements, and the independent auditor’s opinion is included in the report for the fiscal year ended September 30, 2020. The CAFR is presented in three main sections: Introductory, Financial, and Statistical. The Introductory Section includes this transmittal letter, the City’s organizational chart, and a list of principal officials. The Financial Section includes the Management’s Discussion and Analysis (MD&A), Basic Financial Statements, Required Supplementary Information, Combining and Individual Fund Financial Statements, along with the independent auditors’ report. The Statistical Section and Other Supplementary Information include selected financial and demographic information, generally presented on a multi-year basis. The responsibility for both the accuracy of the presented information and the completeness and fairness of the presentation of the data, including all disclosures, rests with the City, and is based upon a comprehensive framework of internal control established for this purpose. Because the cost of internal control should not exceed anticipated benefits, the objective is to provide reasonable, rather than absolute, assurance the financial statements are free of any material misstatements. To the best of our knowledge and belief, the enclosed data is accurate in all material respects and is reported in a manner designed to fairly present the results of our operations in each of the various funds reported by the City. All disclosures necessary to enable the reader to gain an understanding of the City’s financial activities have been included. The accounting firm of Weaver and Tidwell, LLP. has issued an unmodified opinion on the City of Denton’s financial statements for the period ended September 30, 2020. As a recipient of federal and state grant awards, a separate audit is prepared to meet the requirements of the Single Audit Act Amendments of 1996 and related Uniform Guidance. As a part of the City’s single audit, tests are conducted to determine that the City has complied with applicable laws and regulations related to federal awards. Management’s Discussion and Analysis (MD&A) immediately follows the independent auditors’ report and provides a narrative introduction, overview, and analysis of the basic financial statements. The MD&A complements this letter of transmittal and should be read in conjunction with it. PROFILE OF THE GOVERNMENT Originally incorporated on September 26, 1866, the City of Denton is now 98.818 square miles and has an estimated population of 140,956. The City is a home rule city and operates under the Council-Manager form of government. The elected seven-member council consists of a Mayor and six Council Members. The Mayor and two Council Members are elected at large, while the remaining representatives are elected from single member 18 ii districts. The City Council enacts local laws, determines policy, and adopts the annual budget, and the City Manager is the chief executive officer for the City. The City of Denton is in the northern portion of the Dallas/Fort Worth Consolidated Metropolitan Statistical Area (CMSA). The City is a part of the Dallas/Fort Worth Metroplex and is situated at the apex of a triangle based by Dallas (37 miles to the southeast) and Fort Worth (35 miles to the southwest) providing excellent access to and from all parts of the area. The City provides a full range of general government services to its citizens including: public safety (police and fire protection); public works (construction and maintenance of highways, streets and infrastructure); parks and recreation; library; planning and zoning; economic development; and general administrative services. The City’s enterprise fund operations consist of a utility system, solid waste, and airport operations. The City’s utility system provides electric, water, and wastewater services. The internal service operations consist of the Materials Management, Fleet Services, Risk Retention, Health Insurance, Engineering Services, Technology Services, Customer Service, and Facilities funds. The Materials Management Fund accounts for the financing of Warehouse and Purchasing services which are provided to other City departments. The Fleet Services Fund accounts for the financing of goods and services provided by the municipal garage to other departments within the City. The Risk Retention Fund accounts for the accumulation of resources for the payment of workers’ compensation, general liability claims, and insurance policies. The Health Insurance Fund accounts for administration of the self-insurance program for health coverage in the City. The Engineering Services Fund accounts for the provision of internal engineering services to various City operations and capital projects. The Technology Services Fund provides support for the various information and computer systems within the City. The Customer Service Fund accounts for the financing of customer service activities provided to the residents and businesses of the City on behalf of other departments within the City. The Facilities Management Fund is responsible for maintaining all city-owned facilities and vertical construction projects. The financial statements presented include all government activities, organizations, and functions for which the City is financially accountable as defined by the Governmental Accounting Standards Board (GASB). LOCAL ECONOMY Fiscal year 2019-20 brought some economic challenges related to the COVID-19 pandemic. Despite the challenges, the City of Denton’s tax base continues to grow with an average growth rate of 7.89% over the last 10 years. Recently, the City’s tax base grew by 9.70% in FY 2018-19, 11.92% in FY 2019-20, and 3.48% in FY 2020-21. After property tax revenues, the second largest source of revenue in the General Fund is sales tax. Representing approximately 31.5% of overall revenue in the General Fund, sales tax is a significant revenue source that is dependent upon a variety of economic factors. For FY 2019-20, total sales tax revenues equaled $39,337,834, which is $1,007,009 or 2.63%, more than the prior year collections of $38,330,825. The City of Denton’s net seasonally adjusted annual unemployment average rate remains below state and national levels at an average 6.9 percent in 2020 but is above levels not seen for over ten years. This is in line with the national unemployment trends due to the COVID-19 pandemic. Excluding City building, County buildings, schools, and churches, the City of Denton issued 1,601 residential and commercial building permits for FY2019- 20, with an estimated value of $700 million. This compares to a total of 1,876 commercial and residential permits issued for FY2018-19 and an estimated value of $454 million. The overall permit numbers were down due to a decrease in single family housing, but the estimated dollar value increased mainly due to multi-family housing of $226 million and storage buildings of $76 million. The following two charts highlight the strength of the local economy over the last ten years by displaying the City of Denton’s unemployment rate compared to Texas and the United States and the taxable property values per capita in the City of Denton. 19 iii 20 iv Fiscal year 2019-20 brought economic development challenges due to the COVID-19 pandemic. However, the City continued to see indicators of a strong economy that adjusted to and remained stable throughout the pandemic. Listed below are just a few of the highlights: • The Rayzor Ranch mixed-use development is located on both the north and south sides of US Highway 380 in Denton. Rayzor Ranch Marketplace, on the north side of the development, has constructed over 500,000 square feet of retail and commercial space. Sam’s Club and Wal-Mart anchor the development. The Town Center also includes the Embassy Suites Hotel and Convention Center described in more detail below. In addition, a new 300-unit multifamily project, the Village at Rayzor Ranch, opened in late 2019, and construction began in 2020 on the Residences at Rayzor Ranch, a 40-acre site that will include 215 town homes and 65 single family homes. • O’Reilly Hotel Partners Denton (OHPD) opened the 70,000-square-foot Convention Center, 318-room LEED Gold Certified Embassy Suites Hotel, and Houlihan’s restaurant project in January 2018. The property was designated as a “2019 AAA Inspector’s Best of Housekeeping Hotel,” which ranks the hotel in the top 25% of 27,000 inspected hotels. In 2019, Hilton Worldwide recognized the Embassy Suites Denton Hotel and Convention Center as the #1 in Brand 2019 Connie Award winner, the highest distinction across all 17 Hilton Worldwide brands and the 258 eligible properties. As a major anchor for the Rayzor Ranch Town Center, the project capitalizes on the shopping, entertainment, and restaurants located nearby. The privately managed convention center is also expected to expand the City’s convention business and overall tourism industry. • The Buc-ee’s Travel Center, which opened in October 2018, is a commercial development that includes an approximately 53,000-square-foot retail store, fuel sales, car wash, and outparcels for future development. The main retail store and the associated fuel sales are open 24 hours a day, seven days a week. The development has resulted in the Texas Department of Transportation (TxDOT) advancing several mobility improvements to the intersections of Loop 288/Lillian Miller and I-35E, Mayhill Road and I-35E, and Brinker Road and I-35E. • The City’s airport has expanded by adding a 5,000 foot-long, 75-foot wide second runaway. This project was funded by the City and a grant by the Texas Department of Transportation – Aviation Division. The $6.3 million parallel runway was completed in November 2019, with the grand opening held in December 2019. This significantly expands the capacity of the Denton airport which is currently the eighth busiest airport in Texas and the number three general aviation airport in the state. • The North Central Texas College (NCTC) completed the construction of a new campus in 2019, the First State Bank Exchange, in downtown Denton, with its first full year of operation occurring in FY 19-20. The facility is approximately 45,000 square feet, with classrooms for 2,500 students including two lecture classrooms and a lecture hall and a four-story parking garage with 300 spaces. NCTC has a partnership with the University of North Texas and Texas Woman’s University that allows students to transfer without losing credits and gives student the opportunity to be concurrently enrolled at all three institutions. The renovated building also includes retail and restaurant spaces that are rapidly filling up. In FY 19-20, new businesses included Ironwood Axe Throwing and the Vinyl Lounge. • Denton continued to see positive growth in the tech industry in FY 2019-20. Denton’s coworking space and entrepreneur center, Stoke Denton, quickly transformed to a virtual training and mentorship hub through the pandemic, and continued to serve their membership. Sixty-nine events were hosted by Stoke in 2020. In addition, Denton approved of its first ever tech/entrepreneurship grants in 2020, with the two local companies detailed below: ➢ Team of Defenders – Team of Defenders is an IT platform company established in 2018. They currently operate out of Stoke and estimate that they will hire 56 tech employees with a payroll of $7M in the next ten years. ➢ From the Future – From the Future is a local software company, founded in 2009, specializing in virtual reality training. They currently operate in Downtown Denton and estimate they will add 138 new employees and reach a payroll of more than $10 million over the next 10 years. • Three projects, which will total over 2.5 million square feet, are currently underway in the Westpark Tax Increment Reinvestment Zone (TIRZ) in the largest industrially zoned area within the City. 21 v ➢ Ironwood Realty Partners and Scannell Properties have partnered on an industrial project, Denton Crossing @ I-35, which will house approximately 1.2 million square feet of industrial speculative space along Western Boulevard. There will be a total of four buildings upon completion. There are concept plans for building 1 and 2. Buildings 3 and 4 are currently under construction and will comprise up to 398,000 and 127,000 square feet of warehouse space, respectively. ➢ Exeter has completed a building comprising 649,000 square feet, where W. Oak Street and Jim Christal meet, that will be the newest distribution center for Lowe’s Home Improvement. ➢ Hunt Southwest is developing 23-acre site on S. Western Boulevard at Jim Christal Road at the I-35 Convergence. It is planned to have 250,000 square feet of warehouse space with a proposed build-to-suit on seven of the acres, for a 227,420 square foot building. ➢ Westpark Industrial, a 16-acre parcel, will include two speculative buildings at just over 100,000 square feet each. Other industrial development, outside the TIRZ, includes West Gate Business Park, which brings new Class A industrial/manufacturing space to Denton. Building 2, which comprises 91,191 square feet has been constructed. LONG-TERM FINANCIAL PLANNING In conjunction with this document, interested parties are encouraged to read the City of Denton’s FY 2020-21 Annual Budget document. This document details the City’s strategic plan, long-term financial policies, program accomplishments, and other key initiatives. The document also includes the long-term financial forecasts for each of the major funds, and a summary of the assumptions that are included in these plans. In addition, the budget document provides an overview of the adopted Capital Improvement Program and planned future debt issuances. The Annual Budget can be accessed through the City’s web site at www.cityofdenton.com and selecting Financial Transparency under the “Open Government” link. RELEVANT FINANCIAL POLICIES The City of Denton maintains reserve balances for emergencies. In the General Fund, the target reserve level is a minimum of 20% of budgeted expenditures with an additional 5% resiliency reserve for a combined total of 25% to provide stability and flexibility for the organization. As described in the accompanying CAFR document, the unassigned fund balance is $33.8 million, or 24.75%, of the budgeted General Fund expenditures for the fiscal year ended September 30, 2020. Beginning in FY 2011-12, the City adopted a policy which requires a minimum ending working capital balance (current assets minus current liabilities) of at least 8% of budgeted expenditures for the Electric, Water, Wastewater and Solid Waste Funds. If the working capital level should fall below the desired minimum, the City will implement necessary corrective action with a five-year plan to restore the working capital balance to 8% of budgeted expenditures. Additionally, rate reserve levels were established for the Electric, Water, Wastewater, and Solid Waste Funds in FY 2011-12 according to the unique operational aspects of each utility. The rate reserve levels were most recently revised in FY 2015-16 based on the factors of revenue stability, expense and demand volatility, infrastructure age, debt levels and management plans for the use of these reserves. The rate reserve level is established at a range of 8% to 12% of expenses for the Electric Fund, at a range of 20% to 31% of expenses for the Wastewater Fund, at a range of 25% to 42% of expenses for the Water Fund, and at a range of 6% to 10% of expenses for the Solid Waste Fund. If the rate reserve level falls below the range, the City will implement necessary corrective action within a five-year plan to restore the balances to the levels outlined above. The City of Denton has adopted an Investment Policy which guides the investment of all City funds. In accordance with State law, the policy is reviewed annually by the City Council to ensure that public funds are being invested in a conservative and prudent fashion. In addition, the City also annually reviews and approves a Debt Management policy. The purpose of this policy is to provide general guidelines regarding the issuance of City debt and the use and limitation of such debt. The City complied with all aspects of the Investment and Debt Management policies during FY 2019-20. 22 vi MAJOR INITIATIVES The City implemented several cost reduction strategies in response to the pandemic with impacts on both the FY 2019-20 Budget and the FY 2020-21 Budget. These early actions allowed the organization to withstand revenues shortfalls and approach the new financial reality in a deliberate, transparent manner. Initial actions included a hiring freeze for non-civil service personnel, delayed or reprioritized capital projects, departmental cost-reduction strategies, and an analysis of contracts for possible elimination, reduction, or renegotiation. City Council also approved a Voluntary Separation Program (VSP), which resulted in the elimination of 85.84 positions in FY 2020-21. As the pandemic continues, staff has continued to focus on public health, public safety, cost containment, organizational efficiency, and capital projects. Public Safety continues to be a top priority in the FY 2020-21 Budget with the addition of 6 Full-time Equivalents (FTE) in Police, 3 FTEs for Fire (fully staffing Station 8) and 2 FTEs in Legal. The City’s Strategic Plan and Council specifically identified improving street infrastructure as a major goal. In response to this goal, the FY 2020-21 Budget includes an additional transfer of $600,000 from General Fund franchise fee revenue to the Street Improvement Fund. This increase in funding shows the City’s continued commitment to street infrastructure. The 2019 Bond Election also provided increased funding, and in FY 2020- 21 $21.3 million will be issued for this purpose. The five-year financial plan estimates an increase in the total operating maintenance funding for the City’s Street Improvement Fund to approximately $18.8 million by FY 2024-25. The combination of increased operating funding along with the issuance of debt shows the strong commitment to improving our streets. In the future, the City staff will continue efforts to identify additional funding for street maintenance activities along with potential future debt issuances for street reconstruction to continue to improve the condition of the City's streets over the long term. AWARDS AND ACKOWLEDGEMENTS The Government Finance Officers’ Association (GFOA) awarded a Certificate of Achievement for Excellence in Financial Reporting to the City for its Comprehensive Annual Financial Report for the fiscal year ended September 30, 2019, for the thirty-fifth consecutive year. To be awarded the Certificate of Achievement in Financial Reporting, the City must publish an easily readable and efficiently organized Comprehensive Annual Financial Report. This report satisfies both generally accepted accounting principles and applicable legal requirements. The Certificate of Achievement is held for a period of one year only. We believe our current Comprehensive Annual Financial Report continues to meet the Certificate of Achievement requirements, and we are submitting it to GFOA to determine its eligibility for another certificate. The City also received the GFOA award for Distinguished Budget Presentation for its fiscal year 2019-20 Annual Budget for the thirty-fourth consecutive year. To qualify for the Distinguished Budget Presentation Award, the City’s budget document was judged according to its compliance with specific guidelines established by GFOA. These guidelines help ensure that Denton’s budget is distinguished as an operations guide, financial plan, policy document, and communications device. The City has submitted its fiscal year 2020-21 Annual Budget to GFOA to determine its eligibility for another certificate. We believe it continues to meet the Distinguished Budget Presentation Award criteria. The City received a Certificate of Distinction from the Government Treasurers of Texas (GTOT). The distinction was received for developing an investment policy that meets the requirements of the Public Funds Investment Act and the standards for prudent public investing as established by the GTOT. The GTOT awards an estimated 35 distinctions annually, which the City has received seven times since 1999. In 2020, City of Denton’s Procurement Department has been awarded the prestigious 25th Annual Achievement of Excellence in Procurement (AEP) for 2020 from the National Procurement Institute, Inc. (NPI). The AEP Award is earned by public and non-profit agencies that demonstrate a commitment to procurement excellence. This annual program recognizes procurement organizations that embrace innovation, professionalism, productivity, leadership and e-procurement. The AEP program encourages the development of excellence as well 23 vii as continued organizational improvement to earn the award annually. The City of Denton is one of only 69 cities in the United States and Canada to receive the award. We would like to thank the City Council for their strong leadership and support that helped make the presentation of this report possible. We would also like to thank the City Manager, Finance staff, department directors, division heads and especially the Accounting Division staff for their diligent efforts in the preparation of the annual financial report. David Gaines Cassandra Ogden Assistant City Manager/ Director of Finance Chief Financial Officer 24 ORGANIZATIONAL CHART Organizational Chart Effective February 6, 2021 Boards, Commissions, & Committees City Attorney Municipal Judge Internal Auditor Police Fire / EMS Public Safety Communications Technology Services Safety Real Estate Facilities / Airport Interim Assistant City Manager Municipal Court Grants Management Accounting/Budget/Treasury Finance Procurement & Compliance Economic Development Engineering/CIP Streets & Drainage Fleet Services Parks Public Works Assistant City Manager / Chief Financial Officer Water & Wastewater Solid Waste Environmental Services Electric Exec. Manager of Utilities Community Services Customer Service Public Affairs 311 Customer Service Library Animal Services Chief of Staff Development Services Risk Management Human Resources City Secretary Interim City Manager City Council Citizens 25 Government Finance Officers Association Certificate of Achievement for Excellence in Financial Reporting Presented to City of Denton Texas For its Comprehensive Annual Financial Report For the Fiscal Year Ended September 30, 2019 Executive Director/CEO 26 CITY OF DENTON, TEXAS List of Principal Officials ELECTED OFFICIALS Title Name Mayor Gerard Hudspeth Councilmember, District 1 Birdia Johnson Councilmember, District 2 Connie Baker Councilmember, District 3 Jesse Davis Councilmember, District 4 John Ryan Councilmember, At Large Place 5 Deb Armintor Councilmember, At Large Place 6 Paul Meltzer CITY OFFICIALS Title Name City Manager (Interim) Sara Hensley Assistant City Manager / Chief Financial Officer David Gaines Assistant City Manager (Interim) / Chief of Police Frank Dixon City Attorney Aaron Leal Municipal Judge C. Tyler Atkinson City Secretary Rosa Rios x 27 Weaver and Tidwell, L.L.P. 2300 North Field Street, Suite 1000 | Dallas, Texas 75201 Main: 972.490.1970 CPAs AND ADVISORS | WEAVER.COM Independent Auditor’s Report To the Honorable Mayor and Members of the City Council of The City of Denton, Texas Report on the Financial Statements We have audited the accompanying financial statements of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information of the City of Denton, Texas (the City), as of and for the year ended September 30, 2020, and the related notes to the financial statements, which collectively comprise the City’s basic financial statements as listed in the table of contents. Management’s Responsibility for the Financial Statements The City’s management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express opinions on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions. 28 The Honorable Mayor and Members of the City Council of The City of Denton, Texas 2 Opinions In our opinion, the financial statements referred to above present fairly, in all material respects, the respective financial position of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information of the City as of September 30, 2020 and the respective changes in financial position and, where applicable, cash flows thereof and the respective budgetary comparison for the general fund for the year then ended in accordance with accounting principles generally accepted in the United States of America. Other Matters Required Supplementary Information Accounting principles generally accepted in the United States of America require that the management’s discussion and analysis and pension and OPEB information be presented to supplement the basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board, who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management’s responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. Other Information Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the City’s basic financial statements. The introductory section, combining and individual fund financial statements and schedules, and the statistical section are presented for purposes of additional analysis and are not a required part of the basic financial statements. The combining and individual fund financial statements and schedules are the responsibility of management and were derived from and relate directly to the underlying accounting and other records used to prepare the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the basic financial statements or to the basic financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the combining and individual fund financial statements and schedules are fairly stated in all material respects in relation to the basic financial statements as a whole. The introductory section and statistical section have not been subjected to the auditing procedures applied in the audit of the basic financial statements and, accordingly, we do not express an opinion or provide any assurance on it. 29 The Honorable Mayor and Members of the City Council of The City of Denton, Texas 3 Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated March 12, 2021 on our consideration of the City’s internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts and grant agreements, and other matters. The purpose of that report is solely to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the City’s internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the City’s internal control over financial reporting and compliance. WEAVER AND TIDWELL, L.L.P. Dallas, Texas March 12, 2021 30 31 CITY OF DENTON, TEXAS MANAGEMENT’S DISCUSSION AND ANALYSIS SEPTEMBER 30, 2020 The Management’s Discussion and Analysis is designed to (a) assist the reader in focusing on significant financial issues, (b) provide an overview of the City’s financial activity, (c) identify changes in the City’s financial position (its ability to address the next and subsequent years’ challenges), (d) identify any material deviations from the financial plan (the approved budget), and (e) identify individual fund issues or concerns. Since the Management’s Discussion and Analysis (MD&A) is designed to focus on the current year’s activities, resulting changes and currently known facts, please read it in conjunction with the Transmittal Letter (beginning on page i) and the City’s financial statements (beginning on page 17). FINANCIAL HIGHLIGHTS The assets and deferred outflows of the City exceeded its liabilities and deferred inflows at the close of the fiscal year ended September 30, 2020 by $1,144,129,603 (net position). Of this amount, $125,585,511 (unrestricted net position) may be used to meet the government’s ongoing obligations to citizens and creditors. The City’s total net position increased by $114,821,932 in fiscal year 2020. As of September 30, 2020, the City’s governmental funds reported combined fund balances of $191,539,517, an increase of $9,995,307 in comparison with the prior fiscal year. Compared to the prior year, revenues were higher by $10.1 million due to higher property tax of $4.1 million, sales tax of $1.0 million, franchise fees of $3.3 million, and license and permit revenue of $1.3 million. The City’s property tax rate remained unchanged from the prior fiscal year. A continuing rise in property values, new construction and development projects within the City, and an update to the fee schedule for development services and engineering reviews to focus on cost recovery contributed to these revenue increases. Intergovernmental revenue increased $9.4 million from the prior year. This increase is due to the receipt of $4.8 million in Coronavirus Aid, Relief, and Economic Security (CARES) Act funding and $5.2 million increased spending on grant funded road projects. These revenues were offset by a decrease in investment revenues of $3.1 million due low interest rates. Other revenue decreases were a result of the pandemic and included declines of $2.5 million in fines and forfeitures, $0.9 million in hotel occupancy taxes, $0.2 million in mixed beverage taxes, and $1.3 million in fees for services as many city facilities and programs were closed and/or cancelled. Miscellaneous revenues decreased $1.0 million. Total expenditures of the City’s combined governmental funds are $24.0 million higher than the prior year. Expenditures reflect higher costs for public safety of $6.2 million, capital expenditures of $21.6 million, and debt service interest costs of $1.0 million. The City experienced expenditure reductions across several governmental functions due to program cancellations, temporary facility closures, and a voluntary separation program for employees. These reductions were in general government of $2.2 million, parks and recreation of $2.1 million, and public works of $0.5 million. New proceeds from the issuance of long-term debt added $51.7 million in new funding. Net transfers in decreased by $2.6 million, from a net transfer in of $4.2 million in fiscal year 2019, to a net transfer in of $1.6 million in fiscal year 2020. Approximately 17.1% of the $191,539,517, or $32,789,416, is available for spending at the government’s discretion (unassigned fund balance). The City’s total noncurrent liabilities, including other noncurrent liabilities, decreased by $16,027,105 during the fiscal year. The primary reasons for the changes are the issuance of $58.1 million of certificates of obligation and $62.1 million of general obligation refunding and improvement bonds. These issues were offset by the scheduled pay down of general obligation bonds and certificates of obligation of $69.5 million and the amortization of related premium and discounts of $4.5 million. In addition, the City refunded $32.8 million of certificates of obligation and $9.9 million of general obligation bonds. Favorable market conditions relative to actual plan performance versus actuarial assumptions contributed to a decrease of $35.8 million in pension liabilities. The City’s liability for other post-employment benefits increased $3.0 million. The City’s liability for claims and judgements increased $4.0 million this year. Additional information on the City’s long-term debt can be found in note IV.G. on pages 56 - 60 of this report. Additional information on the City’s agreement with TMPA can be found in note V.E. on pages 78-80 of this report. Additional information on the City’s litigation can be found in note V.G. on page 85 of this report. 32 CITY OF DENTON, TEXAS MANAGEMENT’S DISCUSSION AND ANALYSIS (continued) SEPTEMBER 30, 2020 OVERVIEW OF THE FINANCIAL STATEMENTS The Management’s Discussion and Analysis is intended to serve as an introduction to the City of Denton’s basic financial statements. The City’s basic financial statements are comprised of three components: (1) government- wide financial statements, (2) fund financial statements and (3) notes to the financial statements. This report also contains other supplementary information in addition to the basic financial statements themselves. Government-wide Financial Statements. The government-wide financial statements are designed to provide readers with a broad overview of the City’s finances in a manner similar to a private-sector business. The statement of net position presents information on all of the City’s assets, liabilities, deferred inflows, and deferred outflows with the difference reported as net position. Over time, increases or decreases in net position may serve as a useful indicator of whether the financial position of the City is improving or deteriorating. The statement of activities presents information showing how the City’s net position changed during the most recent fiscal year. All of the current year’s revenues and expenses are considered regardless of when cash is received or paid. Thus, revenues and expenses are reported in this statement for some items that will only result in cash flows in future fiscal periods (e.g., uncollected taxes and earned but not used vacation leave). Both the statement of net position and the statement of activities are prepared using the accrual basis of accounting as opposed to the modified accrual basis. In the Statement of Net Position and the Statement of Activities, the City is divided between two kinds of activities: Governmental activities. Most of the City’s basic services are reported here, including police, fire, libraries, development, public services and operations, public works, building inspection, technology services and general administration. Property taxes, sales taxes, and franchise fees finance most of these activities. Business-type activities. The City charges a fee to customers to cover the cost of services it provides. The City’s utility systems (electric, water and wastewater), solid waste, and airport activities are reported here. The government-wide financial statements can be found on pages 17 - 19 of the report. Fund Financial Statements. A fund is a grouping of related accounts used to maintain control over resources that have been segregated for specific activities or objectives. Fund financial statements provide detailed information about the most significant funds, not the City as a whole. Some funds are required to be established by state law or bond covenants. However, the City Council establishes many other funds to help it control and manage money for particular purposes or to show that it is meeting legal responsibilities for using certain taxes, grants and other monies. The following illustration summarizes the major features the City’s financial statements. 33 CITY OF DENTON, TEXAS MANAGEMENT’S DISCUSSION AND ANALYSIS (continued) SEPTEMBER 30, 2020 Government‐wide Statements Governmental Funds Proprietary Funds Scope Entire City government Activities of the City that are not proprietary, such as police, fire and parks Activities the City operates similar to private businesses: electric, water, wastewater utilities, solid waste and airport operations Required financial statements Statement of net position Statement of activities Balance Sheet Statement of revenues, expenditures and changes in fund balances Statement of net position Statement of revenues, expenses and changes in net position Statement of cash flows Accounting basis and measurement focus Accrual accounting and economic resources focus Modified accrual accounting and current financial resources focus Accrual accounting and economic resources focus Types of asset/liability information All assets and liabilities, both financial and capital, short‐term and long‐term Only assets expected to be used up and liabilities that come due during the year or soon thereafter; no capital assets included All assets and liabilities, both financial and capital, short‐ term and long‐term Type of inflow/outflow information All revenues and expenses during year, regardless of when cash is received or paid Revenues for which cash is received during or soon after the end of the year; expenditures when goods or services have been received and payment is due during the year of soon thereafter All revenues and expenses during year, regardless of when cash is received or paid Major Features of City of Denton's Government‐wide and Fund Financial Statements Fund Statements All of the funds of the City can be divided into three categories: governmental funds, proprietary funds and fiduciary funds. Governmental funds. The majority of the City’s basic services are reported in governmental funds, which focus on how money flows into and out of those funds and the balances left at year-end that are available for spending. These funds are reported using an accounting method identified as the modified accrual basis of accounting, which measures cash and all other financial assets that can readily be converted to cash. The governmental fund statements provide a detailed short-term view of the City’s general government operations and the basic services it provides. Governmental fund information helps the reader determine whether there are more or fewer financial resources that can be spent in the near future to finance the City’s programs. By comparing information presented for governmental funds with similar information presented for governmental activities in the government-wide financial statements, readers may better understand the long-term impact of the government’s near-term financing decisions. The relationship or differences between governmental activities (reported in the Statement of Net Position and the Statement of Activities) and governmental funds are detailed in a reconciliation following the fund financial statements. The City of Denton maintains twelve governmental funds. Information is presented separately in the governmental funds balance sheet and in the governmental funds statement of revenues, expenditures and changes in fund balances for the general fund, debt service fund and capital projects fund, all of which are considered to be major funds. Data from the other nine governmental funds are combined into a single, aggregated presentation. Individual fund data for eight of these non-major governmental funds, along with an aggregate of all other governmental funds, is provided in the form of combining statements elsewhere in this report. Proprietary funds. The City charges customers for certain services it provides, whether to outside customers or to other units within the City. These services are generally reported in proprietary funds. 34 CITY OF DENTON, TEXAS MANAGEMENT’S DISCUSSION AND ANALYSIS (continued) SEPTEMBER 30, 2020 Proprietary funds are reported in the same manner that all activities are reported in the Statement of Net Position and the Statement of Activities. The City’s enterprise funds are similar to the business-type activities that are reported in the government-wide statements but provide more detail and additional information, such as cash flows. The City’s internal service funds are used to accumulate and allocate costs internally among the City of Denton’s various functions. Both enterprise funds and internal service funds are components of proprietary funds. The City of Denton maintains five enterprise funds. The City uses enterprise funds to account for its electric, water, wastewater, solid waste, and airport operations. The individual funds provide the same type of information as the government-wide financial statements only in more detail. The City considers all enterprise funds to be major funds. The City of Denton maintains eight internal service funds. The City uses internal service funds to account for materials management, fleet services, health insurance, risk retention, technology services, engineering services, customer service, and facilities management. Because these services benefit both governmental and business-type functions, they have been included in both the governmental and business-type activities in the government-wide financial statements. Individual fund data for the internal service funds are provided in the form of combining statements in the combining and individual fund statements and schedules section of this report. Fiduciary funds. Fiduciary funds are used to account for resources held for the benefit of parties outside the government. Fiduciary funds are not reflected in the government-wide financial statement because the resources of those funds are not available to support the City’s own programs. The accounting used for fiduciary funds is much like that used for proprietary funds. Agency funds are a component of fiduciary funds. Agency funds differ from other fiduciary funds in that they do not typically involve a formal trust agreement. Agency funds are used to account for situations where the City’s role is purely custodial, such as receipt, temporary investment and remittance of fiduciary resources to individuals, private organizations, or other governments. The City maintains one fiduciary fund, an agency fund. The City uses agency funds to account for the collection and payment of property and evidence, temporary developer holdings and other similar relationships. Notes to the financial statements. The notes provide additional information that is essential to a full understanding of the data provided in the government-wide and fund financial statements. The notes to the financial statements can be found on pages 35 - 87 of this report. GOVERNMENT-WIDE FINANCIAL ANALYSIS As of September 30, 2020, the City’s combined net position was $1,144,129,603, of which $281,796,369 can be attributed to governmental activities and $862,333,234 attributed to business-type activities. This analysis focuses on the net position (Table 1) and changes in net position (Table 2) of the City’s governmental and business-type activities. The largest portion of the City’s net position (83.1%) reflects its investment in capital assets (e.g., land, building, machinery and equipment), less any related debt used to acquire those assets that is still outstanding. The City uses these capital assets to provide services to citizens; consequently, these assets are not available for future spending. Although the City’s investment in its capital assets is reported net of related debt, it should be noted that the resources needed to repay this debt must be provided from other sources, since the capital assets themselves cannot be used to liquidate these liabilities. 35 CITY OF DENTON, TEXAS MANAGEMENT’S DISCUSSION AND ANALYSIS (continued) SEPTEMBER 30, 2020 Governmental activities increased the City’s net position by $48,015,337. Business-type activities increased the City’s net position by $66,806,595. The key elements of these increases are contained in Table 2. 2020 2019 2020 2019 2020 2019 Current and other assets $ 286,616 $ 274,125 $ 428,172 $ 433,830 $ 714,788 $ 707,955 Capital assets, net of accumulated depreciation 449,643 372,413 1,323,502 1,264,559 1,773,145 1,636,972 Total assets 736,259 646,538 1,751,674 1,698,389 2,487,933 2,344,927 Deferred outflows of resources 25,478 46,876 9,971 22,482 35,449 69,358 Long-term liabilities outstanding 377,066 363,657 864,988 894,424 1,242,054 1,258,081 Other liabilities 84,899 80,975 27,137 23,460 112,036 104,435 Total liabilities 461,965 444,632 892,125 917,884 1,354,090 1,362,516 Deferred inflows of resources 17,976 15,001 7,187 7,460 25,163 22,461 Net position: Net investment in capital assets 288,549 242,958 661,996 589,492 950,545 832,450 Restricted 29,974 30,348 38,025 32,680 67,999 63,028 Unrestricted (36,727) (39,525) 162,312 173,355 125,585 133,830 Total net position $ 281,796 $ 233,781 $ 862,333 $ 795,527 $1,144,129 $1,029,308 Total Table 1 Net Position (in thousands) Governmental Activities Business-type Activities 36 CITY OF DENTON, TEXAS MANAGEMENT’S DISCUSSION AND ANALYSIS (continued) SEPTEMBER 30, 2020 Governmental activities. Expenses for governmental activities reflect an increase of $2.7 million over the prior year. Increases include $4.2 million for public safety expenses and $1.5 million for public works. These increases were offset by decreases of $1.1 million in general government and $2.0 million in parks and recreation. The most significant governmental activities expense was in providing public safety, which incurred expenses of $82,119,480. The largest expense for public safety is the cost of personnel, which totaled $65,050,509. Last year the City added 28.75 new positions in public safety including 18.5 in the police department. Governmental activities expenses decreased for both general government and parks and recreation due to facility closures and program cancelations resulting from the pandemic. Further measures included the City offering a voluntary separation package that was accepted by 51 employees classified within governmental activities. 2020 2019 2020 2019 2020 2019 Revenues: Program Revenues: Charges for services 17,442$ 20,276$ 337,813$ 359,434$ 355,255$ 379,710$ Operating grants and contributions 8,991 4,093 - - 8,991 4,093 Capital grants and contributions 34,912 28,085 16,374 16,039 51,286 44,124 General Revenues: Property tax 75,432 71,351 - - 75,432 71,351 Sales tax 39,338 38,331 - - 39,338 38,331 Franchise tax 29,504 26,161 - - 29,504 26,161 Hotel occupancy tax 2,142 3,040 - - 2,142 3,040 Beverage tax 441 662 - - 441 662 Bingo tax 14 11 - - 14 11 Investment Income 2,999 6,093 6,100 9,027 9,099 15,120 Miscellaneous 4,111 4,026 232 - 4,343 4,026 Total revenues 215,326 202,129 360,519 384,500 575,845 586,629 Expenses: General government 37,922 39,052 - - 37,922 39,052 Public safety 82,119 77,883 - - 82,119 77,883 Public works 26,050 24,503 - - 26,050 24,503 Parks and recreation 15,759 17,711 - - 15,759 17,711 Interest on long-term debt 6,758 6,751 - - 6,758 6,751 Electric - - 195,307 236,131 195,307 236,131 Water - - 32,013 29,690 32,013 29,690 Wastewater - - 31,018 28,317 31,018 28,317 Solid waste - - 32,371 30,542 32,371 30,542 Airport - - 1,707 2,017 1,707 2,017 Total expenses 168,608 165,900 292,416 326,697 461,024 492,597 Increase in net position before transfers 46,718 36,229 68,103 57,803 114,821 94,032 Transfers 1,297 1,019 (1,297) (1,019) - - Increase in net position 48,015 37,248 66,806 56,784 114,821 94,032 Net position at beginning of year 233,781 196,533 795,527 738,743 1,029,308 935,276 Net position at end of year 281,796$ 233,781$ 862,333$ 795,527$ 1,144,129$ 1,029,308$ Activities Activities Total Table 2 Changes in Net Position (in thousands) Governmental Business-type 37 CITY OF DENTON, TEXAS MANAGEMENT’S DISCUSSION AND ANALYSIS (continued) SEPTEMBER 30, 2020 These expenses were funded by revenues collected from a variety of sources, with the largest being from property taxes, which are $75,431,860 for the fiscal year ended September 30, 2020. Governmental activities program revenues increased $8.9 million over the prior year. Operating grants and contributions increased $4.8 million from receipt of CARES Act funding for general government and public safety. Capital grants and contributions increased $6.8 million from additional grant funding for public works transportation projects for Bonnie Brae and Mayhill Road. These revenue increases were offset by decreases in charges for services for both public safety and parks and recreation. Public safety saw a $2.0 million decline in revenues primarily due to a reduction in fines and forfeitures related to people staying home during the pandemic. Likewise, parks and recreation revenues decreased $2.9 million due to facility closures and program cancellations over the summer. Governmental activities general revenues included an increase of $4.1 million for property tax due to rising values and new construction. Franchise fee revenue increases of $3.3 million were offset by declines in investment income of $3.0 million as interest rates remained at historic lows. Transfers reflect a net $1.6 million transfer in for governmental activities for the current year. Business-type activities. Business-type activities increased the City’s net position by $66,806,595. This accounts for 58.2% of the growth in the entity-wide net position. All Utility service revenues decreased by a total of $24.2 million. Electric charges for services decreased by $26.4 million. While electric rates did not change from the prior year, the pandemic had a significant impact on three of the five largest commercial customers. Peterbilt Motors was forced to shut down production for a month and brought operations back online at a limited capacity. Texas Women’s University and the University of North Texas did not return to campus after spring break. There were no rate adjustments for water or wastewater customers for the fiscal year. Water charges for services increased by $1.0 million as compared to the service charges from prior year. Wastewater charges decreased $0.3 million compared to the prior year. Solid Waste charges for service provided an increase of $1.5 million compared to the prior year. On November 5th, Council approved a rate reduction of $3 per month for residential customers and roughly 14% for commercial recycling customers. The resulting decrease in collection receipts was offset by increased revenues received from six independent companies making waste- volume and rate contracted agreements with the City. Airport charges for goods and services were unchanged from the prior year. Water and Wastewater collected $8.1 million and $5.6 million in impact fees, respectively, reflecting a $1.8 million increase over the prior year. Capital contributions, which arise from new property development within the City, represent a major revenue source for the Water and Wastewater funds during the current fiscal year. Capital contributions were $16.4 million during the year and represent a $0.4 million increase from the prior year. The Airport gas well revenues contributed an additional $0.2 million to the increase in net position, a decrease of $0.1 million from the prior year. Gas well revenues continue to decline as many wells in the City are being systematically plugged. Total enterprise funds operating costs, before depreciation, decreased $46.1 million. Electric expenses accounted for $51.1 million in cost reductions over the prior year. This was due to a reduction in the demand for services as the general weather patterns for both the summer and winter seasons were mild. In addition, three of the largest five commercial customers experienced reduced consumption due to the pandemic. Cost decreases include purchased power costs of $36.7 million and decommissioning of TMPA assets of $21.4 million as most of those costs were expensed in 2019. Cost increases over the prior year include administrative costs of $4.3 million and salaries and wages of $1.1 million. Water expenses increased $2.7 million from the prior year. Increased expenses were $2.1 million for administrative costs, $0.3 million for maintenance and repairs, and $0.2 million for personnel services. The net increase in administrative costs was due to a $2.5 million transfer out in 2019 for the customer service department’s share of OPEB liabilities. The customer service business unit was removed from the water fund and established as a separate internal service fund last year. Wastewater expenses increased by $1.6 million from the prior year. Increases were in administrative costs of $1.1 million for capital project funding and personnel services of $0.4 million. Solid Waste operations expenses reflect increased costs for personnel services of $0.4 million, closure/post closure costs of $0.3 million, and material and supplies of $0.2 million compared to the prior year. Airport operations expenses reflect a combined $0.3 million decrease for personnel services, maintenance and repairs, and operations. 38 CITY OF DENTON, TEXAS MANAGEMENT’S DISCUSSION AND ANALYSIS (continued) SEPTEMBER 30, 2020 FINANCIAL ANALYSIS OF THE GOVERNMENT’S FUNDS As noted earlier, the City uses fund accounting to ensure and demonstrate compliance with finance-related legal requirements. Governmental funds. The focus of the City’s governmental funds is to provide information on near-term inflows, outflows, and balances of resources available to spend. Such information is useful in assessing the City’s financing requirements. In particular, unassigned fund balance may serve as a useful measure of a government’s net resources available for spending at the end of the fiscal year. As of the end of the current fiscal year, the City’s governmental funds reported a combined ending fund balance of $191.5 million, an increase of $10.0 million in comparison with the prior year. $32,789,416 constitutes unassigned fund balance, which is available for spending at the government’s discretion. The remainder of the fund balance has been classified to indicate that it is not available for new spending because it has already been classified as restricted ($133.8 million), committed ($13.3 million), and assigned ($11.7 million). The General Fund is the chief operating fund of the City. At September 30, 2020, the unassigned fund balance of the General Fund was $33.8 million, or 24.7% of budgeted general fund expenditures. The General Fund’s ending fund balance increased by $3.0 million during the current fiscal year. The change in fund balance is due to expenditures, including other financing uses, of $122.0 million, and revenues, including other financing sources, of $125.1 million. Revenues were $7.9 million higher compared to the previous year primarily due to increases in taxes of $3.1 million. Licenses and permits increased $1.3 million from an update to the engineering and development review services fee structure to help recover costs. Intergovernmental revenue increased $3.7 million over the prior year due to a $4.0 million receipt of CARES Act funding. Franchise fees increased $2.8 million in part due to a $3.4 million increase in the ROI transfer % from the electric fund revenues. Effective April 22, 2020, City Council approved an increase of the transfer percentage from 4% to 6%. These increases were offset by a decrease in revenue of $1.4 million for fines and forfeitures due to the pandemic. The municipal court did not hold court hearings from mid-March until June 2020. There was also a decrease in the number of citations and the court ceased issuing warrants from mid-March through the end of the fiscal year. The net change in General Fund expenditures was $5.3 million higher compared to the previous year primarily due to increased costs related to personal services and operations. Personnel costs increased $5.1 million over the prior year. Merit increases for all city employees were frozen on April 18, 2020. In addition, a Voluntary Separation Program (VSP), resulted in the elimination of 26 General Fund positions. All vacant positions were evaluated by City Management, and according to the needs of the organization, positions were filled, transferred, or eliminated. Public safety increased $6.6 million over the prior year due to the addition of 28.75 positions including 18.50 in the police department. The public safety increase was offset by decreases in general government of $0.8 million and parks and recreation of $0.7 million from a voluntary separation program offered to employees. Maintenance and repair expenses were $1.1 million less than the previous year. Similarly, operations, services costs were down $1.3 million. These decreases were the result of government buildings, including libraries and recreation centers, being closed to the public from mid-March through June. The libraries and recreation centers reopened with limited access and reduced hours the remainder of the year. The facilities management business unit was also removed from the General Fund and set up as a separate internal service fund at the beginning of the fiscal year. These decreases were offset by an increase in transfers out of $1.7 million primarily due to an increase in funding of capital projects of $1.2 million. To help offset revenue shortfalls, City Management also looked at departmental cost-reduction strategies and performed an analysis of contracts for possible elimination, reduction, or renegotiation. At the end of the fiscal year, the Capital Projects Fund has a total fund balance of $125.2 million, an increase of $4.3 million. The total fund balance is made up of $108.4 million in restricted funds, $5.1 million in committed funds, and $11.7 million in assigned funds, all for capital construction and acquisition. In 2020, the City received $55.0 million of proceeds from the issuance of debt and recognized $22.6 million of regional toll revenues from the Texas Department of Transportation, while expending $83.8 million on construction and acquisition. In addition, the capital projects fund received $1.4 million in interest income and $8.6 million of transfers from 39 CITY OF DENTON, TEXAS MANAGEMENT’S DISCUSSION AND ANALYSIS (continued) SEPTEMBER 30, 2020 other funding sources. The City also received approximately $11.0 million in developer’s contributed capital recorded in the government-wide financial statements. This is $2.4 million more than in the prior year. The Debt Service Fund has a total fund balance of $5.3 million, all of which is restricted for the payment of debt service. As compared with the prior year results, the overall decrease in the debt service fund balance of $0.1 million resulted from a decrease in investment revenue as reinvestment rates on maturing investments and investment pools remained low. An increase of $1.3 million in tax revenue was offset by an increase of $1.3 million in principal and interest costs. Additional amounts include an increase from the premium paid on debt issuance of $0.5 million. Proprietary funds. The City’s proprietary funds provide the same type of information found in the government- wide financial statements, but in more detail. Unrestricted net position at September 30, 2020 in proprietary funds are $69.5 million for Electric, $43.8 million for Water, $33.2 million for Wastewater, $5.3 million for Solid Waste, and $3.2 million for the Airport fund. The results reflect increases of the unrestricted net position in the Electric Fund of $11.8 million. The unrestricted net position decreased $15.3 million in the Water Fund and $5.7 million in the Wastewater fund. Other factors concerning the finances of these funds have already been addressed in the discussion of the City of Denton’s business-type activities. GENERAL FUND BUDGETARY HIGHLIGHTS During fiscal year 2020, three formal amendments to adjust the City of Denton’s Annual Program of Services were approved by Council. Council approved funding to provide for additional improvements and other administrative expenses. The additional funds increased the Electric Fund by $3.0 million to purchase the landfill gas to energy facility (DTE) and increase the General Fund Return on Investment (ROI) from 4% to 6%. The Parks Gas Well Fund received $0.1 million to fund improvements to the American Legion Hall. The Capital Projects Fund appropriations were increased $35.35 million for funding improvements to the City’s fleet services building ($2.9 million), City Hall West renovations ($7.5 million), and projects identified in the 2019 bond election including Bonnie Brae phases V, VI, VII ($4.0 million), Hickory Creek ($5.25 million), Street Rehabilitation program ($1.2 million), Sidewalks ($2.5 million), Street Lighting ($2.0 million), and the Police Station renovation ($10 million). The Risk Retention Fund received additional appropriations of $3.0 million to fund additional claims. GENERAL FUND BUDGET TO ACTUAL HIGHLIGHT For fiscal year 2020, General Fund actual expenditures (including transfers) on a budgetary basis were $134.2 million compared to the final budget of $136.5 million. The $2.3 million positive expenditure variance was primarily due to reduced costs of $0.4 million in personnel services, $0.8 million in materials and supplies, $0.3 in maintenance and repairs, and $0.8 million in service operations. Personnel savings are due to reduced costs of $1.4 million in parks and recreation, and $0.1 million in both public works and public safety. These positive variances were offset by general government expenditures which were $1.2 million unfavorable to budget due in part to costs associated with the voluntary separation program. In addition to personnel savings, materials and supplies expenditures were favorable to budget for both general government of $0.4 million and parks and recreation of $0.5 million. These savings, as well as those for maintenance and repair costs, were the result of facility closures and program cutbacks due to the pandemic. Maintenance and repair costs were favorable to budget by $0.3 million for parks and recreation. The net favorable variance in service operations was due to general government savings of $0.7 million and parks and recreation savings of $0.5 million that was offset by increased costs for public safety of $0.4 million. 40 CITY OF DENTON, TEXAS MANAGEMENT’S DISCUSSION AND ANALYSIS (continued) SEPTEMBER 30, 2020 Actual revenues for the General Fund (including transfers and sale of capital asset) on a budgetary basis were $137.3 million compared to the final budget of $136.3 million. Included in the $1.0 favorable revenue variance was $3.0 million of intergovernmental revenue from CARES Act funding. Franchise fees were also favorable to budget by $2.6 million in part from the increase of ROI transfer from the electric fund for $3.0 million. Council approved the increase in the percentage of the transfer from 4% to 6% effective April 22nd. These favorable variances were offset by declines of $1.4 million for licenses and permits, $1.3 million in fines and forfeitures, and $1.3 million for fees for services. Additional unfavorable variances to budget were $0.1 million for taxes, and $0.1 million for investment revenue. The City of Denton’s General Fund unassigned fund balance at September 30, 2020 is $33.8 million, or 24.7% of budgeted expenditures. Below is a listing of the ending unassigned balances for the prior year, as well as the fiscal year 2020 unassigned fund balance. The largest revenue source of the General Fund’s budget was the ad valorem tax. Denton’s ad valorem tax rate is comprised of two components. The first is the operations and maintenance component that is used to calculate revenue for the City’s General Fund operations. The second component is the debt portion that is used to calculate revenue to pay the City’s general debt service obligations. The Denton Central Appraisal District’s certified appraisal roll shows an increase of 11.52% compared to the prior year certified value, which showed an increase of 9.53%. The current property tax year included $386.1 million of new growth and construction that was added to the tax rolls in Tax year 2019 as compared to Tax year 2018. The fiscal year 2020 ad valorem tax rate decreased to $0.590450 as compared to the prior years’ rate of $0.620477 per $100 of valuation. CAPITAL ASSET AND DEBT ADMINISTRATION Capital assets. At the end of fiscal year 2020, the City had $1,773,144,941 invested in a broad range of capital assets, including police and fire equipment, buildings, park facilities, roads, bridges, electrical infrastructure, and water and sewer lines (see Table 3 below). This amount represents a net increase (including additions and deductions) of $136,173,530 or 8.3% over the prior fiscal year. Actual Actual 9/30/2020 9/30/2019 Unassigned balance $33,777,027 $30,578,238 % of final budgeted expenditures 24.7% 23.7% Policy level 20% plus up to a 5% resiliency reserve 20% plus up to a 5% resiliency reserve 2020 2019 2020 2019 2020 2019 Land 26,974$ 22,244$ 68,353$ 61,462$ 95,327$ 83,706$ Landfill improvements - - 2,999 4,231 2,999 4,231 Building and improvements 57,494 49,490 29,633 30,401 87,127 79,891 Plant, machinery and equipment 46,335 45,318 600,048 539,361 646,383 584,679 Water rights - - 48,045 48,743 48,045 48,743 Infrastructure 122,535 122,713 406,558 395,167 529,093 517,880 Construction in progress 196,305 132,648 167,866 185,194 364,171 317,842 Total capital assets 449,643$ 372,413$ 1,323,502$ 1,264,559$ 1,773,145$ 1,636,972$ Table 3 Capital Assets at Year-end (Net of Accumulated Depreciation, in Thousands) Governmental Activities Business-type Activities Totals 41 CITY OF DENTON, TEXAS MANAGEMENT’S DISCUSSION AND ANALYSIS (continued) SEPTEMBER 30, 2020 This year’s major asset additions included: Additional information on the City’s capital assets can be found in note IV. D. on pages 51 - 53 of this report. Debt. At year-end, the City had $975.6 million in bonds and notes outstanding as compared to $967.5 million at the end of the prior fiscal year, an increase of 0.83%, as shown in Table 4. These amounts do not include net unamortized premiums/ (discounts) of $74,119,565 or net deferred gain/ (loss) on refunding of ($1,671,671). During the current fiscal year, the City issued debt two times, both in August 2020. The first debt issuance included $58.1 million in certificates of obligation, of which $34.1 million was for enterprise operations and $24.0 million is for governmental activities. Proceeds from this issuance were used to pay for various capital improvements. The second debt issuance included $62.1 million in general obligation refunding and improvement bonds, of which $34.4 million was for enterprise operations and $27.7 million was for governmental activities. In addition to providing funding for capital improvements, proceeds from the issuance refunded $32.8 million in certificates of obligation of which $32.4 million were for enterprise operations and Description Amount Jim Christal Substation 22,437,876$ Locust Substation Reconstruction 16,791,180 Masch Branch Substation 7,504,466 Vela Soccer Complex 6,649,361 Denton North-Arco Transmission Line Rebuild 6,271,562 Woodrow to Locust Transmission Line 5,555,700 Spencer Interchange Substation Reconstruction 4,795,723 Rayzor Ranch East Infrastructure 4,769,872 Loop 288 Property 5,415,539 Creekside Subdivision Infrastructure 2,894,209 Beall Way Subdivision Infrastructure 2,487,050 East Lake Park Land Acquisition 2,383,414 Country Lakes North Subdivision Infrastructure 2,334,381 Fireside Subdivision Infrastructure 2,081,287 Sherman Crossing Subdivision Infrastructure 2,038,881 Total 94,410,501$ 2020 2019 2020 2019 2020 2019 General obligation bonds 150,188$ 135,508$ 121,872$ 118,682$ 272,060$ 254,190$ Certificates of obligation 99,295 83,560 396,900 414,890 496,195 498,450 Revenue bonds - - 207,310 214,890 207,310 214,890 Total 249,483$ 219,068$ 726,082$ 748,462$ 975,565$ 967,530$ Table 4 Outstanding Debt at Year-end (in thousands) Governmental Activities Business-type Activities Totals 42 CITY OF DENTON, TEXAS MANAGEMENT’S DISCUSSION AND ANALYSIS (continued) SEPTEMBER 30, 2020 $0.4 million were for governmental activities. It also refunded $9.9 million in general obligation bonds of which $7.4 million were for enterprise operations and $2.5 million were for governmental activities. Normal pay down in debt was $34.3 million in general obligation bonds, $27.5 million in certificates of obligation, and $7.6 million in revenue bonds. Moody’s Investor’s Service, Inc. has given the City’s General Obligation Bonds and the Certificates of Obligation a rating of “Aa1.” Moody’s did not rate the City’s Utility System Revenue Bonds. Standard and Poor’s Corporation has given both the City’s General Obligation Bonds and Certificates of Obligation an “AA+” rating. Standard and Poor’s Corporation has given the City’s Utility System Revenue Bonds a rating of “AA-”. Fitch has given the City’s General Obligation Bonds and the Certificates of Obligation a rating of “AA+.” Fitch has given the City’s Utility System Revenue Bonds a rating of “A+”. The City is permitted by Article XI, Section 5 of the State of Texas Constitution to levy taxes up to $2.50 per $100 of assessed valuation for general governmental services including the payment of principal and interest on general obligation long-term debt. The current ratio of tax-supported debt to certified assessed value of all taxable property is 2.23%. Other long-term liabilities. The City maintains a self-insurance program for general liability, auto liability, public officials’ liability, errors and omission liability, police professional liability, and workers’ compensation. Private insurance companies cover claims for property loss over $50,000 per occurrence, except for specific perils, these deductibles vary depending on location and property values, for workers’ compensation losses over $600,000 per occurrence, and for liability over $500,000 per occurrence. The Risk Retention Fund has a reserve for claims and judgments of $3.2 million outstanding at year-end. This reserve was slightly increased ($0.4 million) from the end of the prior fiscal year. Other obligations include pension liabilities, accrued vacation pay and sick leave. More detailed information about the City’s long-term liabilities is presented in Note IV. F., on pages 56 - 60 of this report. The City’s Electric Fund has a reserve for claims and judgements of $4.0 million outstanding at year-end. More detailed information on this long-term liability can be found in note V.G. on page 85 of this report. ECONOMIC FACTORS AND NEXT YEAR’S BUDGETS AND RATES While growth for the Denton community is expected to be moderate in the short term, demands for city services are expected to remain strong over the long term. As a result, the fiscal year 2021 Budget includes an ad valorem tax rate of $0.590454/$100 valuation which is unchanged from the prior year. While sales tax collections increased $1.0 million compared to the prior year (2.6%), the fiscal year 2021 Budget projects a decrease of 7.4% from actual fiscal year 2020 sales tax revenue. Budgeted funding enhancements for fiscal year 2021 include $1.8 million for public safety. Limited supplements were approved due to the uncertain economic conditions caused by COVID-19. The fiscal year 2021 budget includes a rate decrease for water and solid waste customers, and no rate changes for electric or wastewater customers. REQUESTS FOR INFORMATION This financial report is designed to provide a general overview of the City’s finances for all those with an interest in the City’s finances. Questions concerning any of the information provided in this report or requests for additional financial information should be addressed to the City of Denton Finance Department, 215 E. McKinney, Denton, Texas 76201. 43 CITY OF DENTON, TEXAS Exhibit I STATEMENT OF NET POSITION AS OF SEPTEMBER 30, 2020 Primary Government Governmental Business-type Activities Activities Total ASSETS: Current assets: Cash, cash equivalents and investments, at fair value 84,872,363$ 189,894,380$ 274,766,743$ Receivables, net of allowances: Taxes 8,834,594 - 8,834,594 Accounts - 19,009,331 19,009,331 Unbilled utility service - 15,581,554 15,581,554 Interest 208,988 468,850 677,838 Other 2,711,599 9,084,087 11,795,686 Internal balances (14,983,682) 14,983,682 - Due from other governments 4,711,801 - 4,711,801 Inventory 8,542,382 - 8,542,382 Prepaid items 22,908 8,868,651 8,891,559 Other Assets - 25,682,691 25,682,691 Total current assets 94,920,953 283,573,226 378,494,179 Noncurrent assets: Restricted assets: Cash, cash equivalents and investments, at fair value 190,917,584 144,243,352 335,160,936 Escrow deposits 206,000 - 206,000 Accrued interest 467,511 356,138 823,649 Other receivables 103,695 - 103,695 Capital assets not being depreciated: Land 26,974,102 68,352,684 95,326,786 Construction in progress 196,305,164 167,865,829 364,170,993 Capital assets, net of accumulated depreciation: Buildings 57,494,441 29,632,632 87,127,073 Plant, machinery and equipment 46,334,492 600,048,204 646,382,696 Infrastructure 122,534,540 406,558,576 529,093,116 Landfill improvements - 2,999,448 2,999,448 Water rights - 48,044,829 48,044,829 Total noncurrent assets 641,337,529 1,468,101,692 2,109,439,221 Total assets 736,258,482 1,751,674,918 2,487,933,400 DEFERRED OUTFLOWS OF RESOURCES: Deferred loss on refundings 872,528 2,080,208 2,952,736 Deferred pension balances 21,471,013 6,329,199 27,800,212 Deferred other post-employment benefit balances 3,134,730 1,561,397 4,696,127 Total deferred outflows of resources 25,478,271 9,970,804 35,449,075 LIABILITIES: Current liabilities: Accounts payable 11,672,002 10,794,640 22,466,642 Retainage payable 66,787 1,186,738 1,253,525 Deposits 138,750 3,995,209 4,133,959 Accrued interest 6,490 - 6,490 Other liabilities 254,348 - 254,348 Unearned revenue 59,070,145 - 59,070,145 Payable from restricted assets: Accounts payable 9,363,750 4,228,004 13,591,754 Retainage payable 3,251,108 1,035,429 4,286,537 Accrued interest 1,075,512 5,896,986 6,972,498 Total current liabilities 84,898,892 27,137,006 112,035,898 Noncurrent liabilities: Noncurrent liabilities due within one year 31,656,643 61,468,588 93,125,231 Noncurrent liabilities due in more than one year 345,409,030 803,519,519 1,148,928,549 Total noncurrent liabilities 377,065,673 864,988,107 1,242,053,780 Total liabilities 461,964,565 892,125,113 1,354,089,678 DEFERRED INFLOWS OF RESOURCES: Deferred charges on refundings - 1,258,603 1,258,603 Deferred pension balances 15,812,163 4,892,945 20,705,108 Deferred other post-employment benefit balances 2,163,656 1,035,827 3,199,483 Total deferred inflows of resources 17,975,819 7,187,375 25,163,194 NET POSITION: Net investment in capital assets 288,548,831 661,996,500 950,545,331 Restricted for: Debt service 4,515,678 10,403,343 14,919,021 Parks and recreation 8,170,992 - 8,170,992 Capital acquisition 11,583,011 27,621,182 39,204,193 Other grants and purposes 5,704,555 - 5,704,555 Unrestricted (36,726,698) 162,312,209 125,585,511 Total net position 281,796,369$ 862,333,234$ 1,144,129,603$ The notes to the basic financial statements are an integral part of this statement.44 CITY OF DENTON, TEXAS Exhibit II STATEMENT OF ACTIVITIES FOR THE YEAR ENDED SEPTEMBER 30, 2020 Program Revenues Operating Capital Charges for Grants and Grants and Functions/Programs Expenses Services Contributions Contributions Primary government: Governmental activities: General government 37,921,928$ 8,007,187$ 2,685,724$ 1,805,000$ Public safety 82,119,480 5,234,958 5,582,228 287,482 Public works 26,049,847 1,177,961 - 32,420,301 Parks and recreation 15,759,371 3,022,162 723,368 399,096 Interest expense 6,757,736 - - - Total governmental activities 168,608,362 17,442,268 8,991,320 34,911,879 Business-type activities: Electric system 195,306,979 217,111,983 - - Water system 32,013,603 47,125,123 - 4,643,405 Wastewater system 31,018,019 36,146,835 - 11,730,661 Solid waste 32,370,675 36,142,207 - - Airport 1,706,646 1,286,479 - - Total business-type activities 292,415,922 337,812,627 - 16,374,066 Total primary government 461,024,284$ 355,254,895$ 8,991,320$ 51,285,945$ (continued on the following page) The notes to the basic financial statements are an integral part of this statement. 45 CITY OF DENTON, TEXAS Exhibit II STATEMENT OF ACTIVITIES (concluded) FOR THE YEAR ENDED SEPTEMBER 30, 2020 Primary Government Governmental Business-type Functions/Programs Activities Activities Total Primary government: Governmental activities: General government (25,424,017)$ -$ (25,424,017)$ Public safety (71,014,812) - (71,014,812) Public works 7,548,415 - 7,548,415 Parks and recreation (11,614,745) - (11,614,745) Interest expense (6,757,736) - (6,757,736) Total governmental activities (107,262,895) - (107,262,895) Business-type activities: Electric system - 21,805,004 21,805,004 Water system - 19,754,925 19,754,925 Wastewater system - 16,859,477 16,859,477 Solid waste - 3,771,532 3,771,532 Airport - (420,167) (420,167) Total business-type activities - 61,770,771 61,770,771 Total primary government (107,262,895) 61,770,771 (45,492,124) (continued on the following page) General revenues: Taxes: Property tax 75,431,860 - 75,431,860 Sales tax 39,337,834 - 39,337,834 Franchise fees 29,503,569 - 29,503,569 Hotel occupancy tax 2,142,483 - 2,142,483 Beverage tax 440,766 - 440,766 Bingo tax 13,527 - 13,527 Investment income 2,999,094 6,099,964 9,099,058 Gain on sale of capital assets 103,796 232,484 336,280 Miscellaneous 4,008,679 - 4,008,679 Transfers 1,296,624 (1,296,624) - Total general revenues and transfers 155,278,232 5,035,824 160,314,056 Change in net position 48,015,337 66,806,595 114,821,932 Net position at beginning of year 233,781,032 795,526,639 1,029,307,671 Net position at end of year 281,796,369$ 862,333,234$ 1,144,129,603$ The notes to the basic financial statements are an integral part of this statement.(concluded) Net (Expense) Revenue and Changes in Net Position 46 CITY OF DENTON, TEXAS Exhibit III BALANCE SHEET GOVERNMENTAL FUNDS AS OF SEPTEMBER 30, 2020 Capital Other Total General Debt Service Projects Governmental Governmental Fund Fund Fund Funds Funds ASSETS: Cash, cash equivalents and investments, at fair value 28,899,184$ 5,277,911$ 193,557,088$ 30,001,663$ 257,735,846$ Receivables, net of allowances for uncollectibles: Taxes 8,354,487 312,476 - 167,631 8,834,594 Accrued interest 74,678 13,048 477,894 69,146 634,766 Other 2,033,498 - 10,868 100,835 2,145,201 Interfund receivables 1,046,139 - - - 1,046,139 Prepaid Items 5,184 - - - 5,184 Due from other governments 1,806,744 - 594,266 2,310,791 4,711,801 Total assets 42,219,914$ 5,603,435$ 194,640,116$ 32,650,066$ 275,113,531$ LIABILITIES: Accounts payable 5,437,454 5,755 9,270,070 1,066,693 15,779,972 Retainage payable - - 3,317,895 - 3,317,895 Interfund payables - - - 496,698 496,698 Other liabilities 254,348 - - - 254,348 Unearned revenues - - 56,227,703 2,842,442 59,070,145 Total liabilities 5,691,802 5,755 68,815,668 4,405,833 78,919,058 DEFERRED INFLOWS OF RESOURCES: Unavailable revenue - property taxes 550,798 272,618 - - 823,416 Unavailable revenue - general services 1,464,010 - - - 1,464,010 Unavailable revenue - intergovernmental 731,093 - 594,266 1,042,171 2,367,530 Total deferred inflows of resources 2,745,901 272,618 594,266 1,042,171 4,654,956 FUND BALANCES: Nonspendable 5,184 - - - 5,184 Restricted for: Debt service - 5,325,062 - - 5,325,062 Parks and recreation - - 9,697,312 7,888,967 17,586,279 Streets and drainage projects - - 68,572,276 6,464,819 75,037,095 Other capital projects - - 30,142,806 - 30,142,806 Other grants and purposes - - - 5,704,555 5,704,555 Committed to: Streets - - 4,836,914 4,503,638 9,340,552 Parks and recreation - - 161,672 393,957 555,629 Other purposes - - 128,295 3,233,556 3,361,851 Assigned to: Streets and drainage projects - - 4,231,795 - 4,231,795 Capital projects - - 7,459,112 - 7,459,112 Other purposes - - 181 181 Unassigned 33,777,027 - - (987,611) 32,789,416 Total fund balances 33,782,211 5,325,062 125,230,182 27,202,062 191,539,517 Total liabilities, deferred inflows of resources and fund balances 42,219,914$ 5,603,435$ 194,640,116$ 32,650,066$ 275,113,531$ The notes to the basic financial statements are an integral part of this statement. 47 CITY OF DENTON, TEXAS Exhibit IV RECONCILIATION OF THE BALANCE SHEET OF GOVERNMENTAL FUNDS TO THE STATEMENT OF NET POSITION AS OF SEPTEMBER 30, 2020 Total fund balances - governmental funds (Exhibit III)191,539,517$ Amounts reported for governmental activities in the statement of net position are different because: Capital assets used in governmental activities are not financial resources and therefore are not reported as assets in governmental funds. Includes capital assets of internal service funds.449,642,739 Certain receivables will be collected next year but are not available soon enough to pay for the current period's expenditures and therefore are reported as deferred inflows of resources in the funds.4,654,956 Deferred outflows of resources are not reported in the governmental funds. Includes deferred outflows of internal service funds: Deferred loss on refundings 872,528$ Deferred pension balances 21,471,013 Deferred other post-employment benefits contributions 3,134,730 25,478,271 An internal charge to business-type activities is not recorded at the fund level.(7,333,123) Several internal service funds are used by the City's management to charge the costs of certain activities, such as insurance and fleet management, to individual funds. The assets, liabilities, deferred outflows, and deferred inflows of the internal service funds are included with governmental activities. Internal service fund balances not included in other reconciling items listed above or below: Current and other assets 27,532,033$ Liabilities (18,688,323) 8,843,710 Long-term balances, including bonds payable, are not due and payable in the current period and therefore are not reported as liabilities in the funds. Includes balances of internal service funds. Long-term liabilities and related balances at year-end consist of: General obligation bonds payable (150,187,533)$ Certificates of obligation payable (99,295,000) Bond (premiums)/discounts (17,024,883) Accrued interest on the bonds (1,082,002) Net Pension Liability (60,222,801) Total other post-employment benefits liability (31,157,293) Compensated absences (14,084,370) (373,053,882) Deferred inflows of resources are not reported in the governmental funds. Includes deferred outflows of internal service funds: Deferred pension balances and Deferred other post-employment benefits contributions (17,975,819) Total net position of governmental activities (Exhibit I)281,796,369$ The notes to the basic financial statements are an integral part of this exhibit. 48 CITY OF DENTON, TEXAS Exhibit V STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES GOVERNMENTAL FUNDS FOR THE YEAR ENDED SEPTEMBER 30, 2020 Capital Other Total General Debt Service Projects Governmental Governmental Fund Fund Fund Funds Funds REVENUES: Taxes 88,273,338$ 25,663,300$ -$ 3,411,473$ 117,348,111$ Licenses and permits 5,225,128 - - - 5,225,128 Franchise fees 16,196,987 - - 13,306,582 29,503,569 Fines and forfeitures 2,279,771 - - 341,231 2,621,002 Fees for services 6,803,459 - - 3,524,802 10,328,261 Investment revenue 793,413 376,947 1,411,866 416,868 2,999,094 Intergovernmental 5,075,506 - 23,373,241 3,458,743 31,907,490 Miscellaneous 313,541 - 130,686 3,605,192 4,049,419 Total revenues 124,961,143 26,040,247 24,915,793 28,064,891 203,982,074 EXPENDITURES: Current: General government 26,969,064 - 43,845 6,229,577 33,242,486 Public safety 75,985,961 - 654 1,422,182 77,408,797 Public works 3,021,395 - 97,210 10,899,449 14,018,054 Parks and recreation 8,872,556 - 21,217 4,224,559 13,118,332 Capital outlay 442,932 - 83,816,041 2,133,384 86,392,357 Debt service: Principal retirement - 17,929,324 - - 17,929,324 Bond issuance costs - 8,780 172,090 - 180,870 Interest and other charges - 8,368,163 - - 8,368,163 Total expenditures 115,291,908 26,306,267 84,151,057 24,909,151 250,658,383 Excess (deficiency) of revenues over (under) expenditures 9,669,235 (266,020) (59,235,264) 3,155,740 (46,676,309) OTHER FINANCING SOURCES (USES): Refunding bonds issued - 2,490,000 - - 2,490,000 Payment to refunded bond escrow agent - (2,973,354) - - (2,973,354) Issuance of long-term debt - - 49,205,000 - 49,205,000 Premium on debt issuance - 493,131 5,756,936 - 6,250,067 Sale of capital assets 112,824 - - 35,762 148,586 Transfers in - 128,125 8,586,315 5,153,868 13,868,308 Transfers out (6,738,692) - (8,302) (5,569,997) (12,316,991) Total other financing sources (uses)(6,625,868) 137,902 63,539,949 (380,367) 56,671,616 Net change in fund balances 3,043,367 (128,118) 4,304,685 2,775,373 9,995,307 Fund balance at beginning of year 30,738,844 5,453,180 120,925,497 24,426,689 181,544,210 Fund balances at end of year 33,782,211$ 5,325,062$ 125,230,182$ 27,202,062$ 191,539,517$ The notes to the basic financial statements are an integral part of this statement. 49 CITY OF DENTON, TEXAS Exhibit VI RECONCILIATION OF THE STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES OF GOVERNMENTAL FUNDS TO THE STATEMENT OF ACTIVITIES FOR THE YEAR ENDED SEPTEMBER 30, 2020 Net change in fund balances - total governmental funds (Exhibit V) 9,995,307$ Amounts reported for governmental activities in the statement of activities are different because: Governmental funds report capital outlays as expenditures. However, in the statement of activities the cost of those assets is allocated over their estimated useful lives and reported as depreciation expense. This amount represents the difference between capital outlay of $86,392,357 and depreciation of $19,675,750 (which is the net of overall governmental activities depreciation of $22,660,657 less internal service fund depreciation of $2,984,907).66,716,607 Revenues in the statement of activities that do not provide current financial resources are not reported as revenues in the funds. Such amounts are recorded in the funds when considered available.260,258 The net effect of various miscellaneous transactions involving capital assets (i.e., sales, trade-ins and donations) is to increase net position.8,244,338 Bond proceeds provide current financial resources to governmental funds, but issuing debt increases long-term liabilities in the statement of net position. Repayment of bond principal is an expenditure in the governmental funds, but the repayment reduces long-term liabilities in the statement of net position. This is the amount by which proceeds exceeded payments.(30,800,676) Fund-level financials report costs related to bonds as expenditures; however, these are deferred and amortized on the government-wide financials.(4,635,739) Certain expenses reported in the statement of activities do not require the use of current financial resources and therefore are not reported as expenditures in governmental funds. (487,971) Internal service funds are used by management to charge the costs of certain activities, such as insurance and technology services, to individual funds. A portion of the net revenue (expense) of certain internal service funds is reported with governmental activities. The amount reported with business-type activities is $1,892,207.(1,276,787) Change in net position of governmental activities (Exhibit II)48,015,337$ The notes to the basic financial statements are an integral part of this statement. 50 51 CITY OF DENTON, TEXAS Exhibit VII STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET TO ACTUAL GENERAL FUND FOR THE YEAR ENDED SEPTEMBER 30, 2020 Variance with Adjustments -Actual on a Final Budget - Actual Budgetary Budgetary Positive Original Final Amounts Basis Basis (Negative) REVENUES: Taxes 88,413,209$ 88,413,209$ 88,273,338$ -$ 88,273,338$ (139,871)$ Licenses and permits 6,626,452 6,626,452 5,225,128 - 5,225,128 (1,401,324) Franchise fees 13,577,480 13,577,480 16,196,987 - 16,196,987 2,619,507 Fines and forfeitures 3,576,618 3,576,618 2,279,771 - 2,279,771 (1,296,847) Fees for services 8,116,063 8,116,063 6,803,459 40,848 6,844,307 (1,271,756) Investment revenue 903,714 903,714 793,413 - 793,413 (110,301) Intergovernmental 2,111,181 2,111,181 5,075,506 - 5,075,506 2,964,325 Miscellaneous 349,104 349,104 313,541 - 313,541 (35,563) Total revenues 123,673,821 123,673,821 124,961,143 40,848 125,001,991 1,328,170 EXPENDITURES: Current: General government 33,364,201 31,624,827 26,969,064 5,426,716 32,395,780 (770,953) Public safety 70,980,275 70,857,276 75,985,961 (4,261,068) 71,724,893 (867,617) Public works 3,025,269 3,025,269 3,021,395 (136,076) 2,885,319 139,950 Parks and recreation 11,079,446 10,877,451 8,872,556 (380,052) 8,492,504 2,384,947 Capital outlay 596,117 556,367 442,932 - 442,932 113,435 Total expenditures 119,045,308 116,941,190 115,291,908 649,520 115,941,428 999,762 Excess (deficiency) of revenues over (under) expenditures 4,628,513 6,732,631 9,669,235 (608,672) 9,060,563 2,327,932 OTHER FINANCING SOURCES (USES): Sale of capital assets - - 112,824 - 112,824 112,824 Transfer in 12,662,121 12,662,121 - 12,148,006 12,148,006 (514,115) Transfers out (17,451,240) (19,555,359) (6,738,692) (11,539,334) (18,278,026) 1,277,333 Total other financing sources (uses)(4,789,119) (6,893,238) (6,625,868) 608,672 (6,017,196) 876,042 Excess (deficiency) of revenues and other sources over (under) expenditures and other uses (160,606) (160,607) 3,043,367 - 3,043,367 3,203,974 Fund balances at beginning of year 30,738,844 30,738,844 30,738,844 - 30,738,844 - Fund balance at end of year 30,578,238$ 30,578,237$ 33,782,211$ -$ 33,782,211$ 3,203,974$ Adjustments - Budgetary Basis are expenditures allocated to and reimbursed by other funds. These expenditures are recorded in the other funds' financials. The notes to the basic financial statements are an integral part of this statement. Budgeted Amounts 52 CITY OF DENTON, TEXAS Exhibit VIII STATEMENT OF NET POSITION PROPRIETARY FUNDS AS OF SEPTEMBER 30, 2020 Electric Water Wastewater Fund Fund Fund ASSETS: Current assets: Cash, cash equivalents and investments, at fair value 82,752,102$ 50,423,349$ 40,420,448$ Receivables, net of allowances: Accounts 13,688,555 2,414,621 1,435,505 Unbilled utility service 9,370,612 2,435,686 1,676,232 Accrued interest 204,316 124,496 99,798 Other 9,011,009 - - Interfund receivables 6,445,630 990,727 214,202 Merchandise inventory - - - Prepaid items 8,868,651 - - Other Assets 25,682,691 - - Total current assets 156,023,566 56,388,879 43,846,185 Noncurrent assets: Restricted assets: Cash, cash equivalents and investments, at fair value 58,687,820 28,792,951 33,487,688 Escrow deposit - - - Accrued interest 144,901 71,090 82,681 Total restricted assets 58,832,721 28,864,041 33,570,369 Capital assets, net of accumulated depreciation 696,932,620 303,625,689 253,235,304 Total noncurrent assets 755,765,341 332,489,730 286,805,673 Total assets 911,788,907 388,878,609 330,651,858 DEFERRED OUTFLOWS OF RESOURCES: Deferred charges on refunding 699,233 1,270,912 40,357 Deferred pension balances 2,798,967 1,122,362 1,114,560 Deferred other post employment benefit balances 564,482 300,788 326,441 Total deferred outflows of resources 4,062,682 2,694,062 1,481,358 LIABILITIES: Current liabilities: Accounts payable 3,936,451 3,871,899 2,040,923 Retainage payable - 763,618 423,120 Claims payable - - - Compensated absences payable 1,125,123 380,276 342,948 Deposits 3,243,340 406,001 103,009 Accrued interest - - - Interfund payables - - - Asset retirement obligation 3,349,147 - - Payable from restricted assets: Accounts payable 2,359,406 1,020,277 607,250 Retainage payable 405,340 522,231 63,378 Accrued interest 5,214,446 308,827 199,087 Certificate, general obligation, and revenue bonds 34,778,464 9,591,673 5,326,225 Total current liabilities paid from restricted assets 42,757,656 11,443,008 6,195,940 Total current liabilities 54,411,717 16,864,802 9,105,940 (continued on the following page) Utility System Business-type Activities - Enterprise Funds 53 CITY OF DENTON, TEXAS Exhibit VIII STATEMENT OF NET POSITION PROPRIETARY FUNDS AS OF SEPTEMBER 30, 2020 Governmental Activities - Total Internal Solid Waste Airport Enterprise Service Fund Fund Funds Funds ASSETS: Current assets: Cash, cash equivalents and investments, at fair value 12,545,525$ 3,752,956$ 189,894,380$ 17,722,024$ Receivables, net of allowances: Accounts 1,433,692 36,958 19,009,331 - Unbilled utility service 2,099,024 - 15,581,554 - Accrued interest 30,974 9,266 468,850 40,913 Other - 73,078 9,084,087 670,093 Interfund receivables - - 7,650,559 - Merchandise inventory - - - 8,542,382 Prepaid items - - 8,868,651 17,724 Other Assets - - 25,682,691 - Total current assets 16,109,215 3,872,258 276,240,103 26,993,136 Noncurrent assets: Restricted assets: Cash, cash equivalents and investments, at fair value 21,492,979 1,781,914 144,243,352 332,077 Escrow deposit - - - 206,000 Accrued interest 53,066 4,400 356,138 820 Total restricted assets 21,546,045 1,786,314 144,599,490 538,897 Capital assets, net of accumulated depreciation 53,064,828 16,643,761 1,323,502,202 17,397,736 Total noncurrent assets 74,610,873 18,430,075 1,468,101,692 17,936,633 Total assets 90,720,088 22,302,333 1,744,341,795 44,929,769 DEFERRED OUTFLOWS OF RESOURCES: Deferred charges on refunding 69,706 - 2,080,208 5,542 Deferred pension balances 1,242,448 50,862 6,329,199 2,993,097 Deferred other post employment benefit balances 354,233 15,453 1,561,397 646,170 Total deferred outflows of resources 1,666,387 66,315 9,970,804 3,644,809 LIABILITIES: Current liabilities: Accounts payable 930,296 15,071 10,794,640 5,255,780 Retainage payable - - 1,186,738 - Claims payable - - - 2,361,615 Compensated absences payable 434,536 16,682 2,299,565 977,045 Deposits 223,850 19,009 3,995,209 138,750 Accrued interest - - - 6,490 Interfund payables - - - 8,200,000 Asset retirement obligation - - 3,349,147 - Payable from restricted assets: Accounts payable 241,071 - 4,228,004 - Retainage payable - 44,480 1,035,429 - Accrued interest 174,626 - 5,896,986 - Certificate, general obligation, and revenue bonds 6,123,514 - 55,819,876 418,712 Total current liabilities paid from restricted assets 6,539,211 44,480 66,980,295 418,712 Total current liabilities 8,127,893 95,242 88,605,594 17,358,392 (continued on the following page)(continued on the following page) Business-type Activities - Enterprise Funds 54 CITY OF DENTON, TEXAS Exhibit VIII STATEMENT OF NET POSITION PROPRIETARY FUNDS AS OF SEPTEMBER 30, 2020 Electric Water Wastewater Fund Fund Fund Noncurrent liabilities: General obligation bonds payable 59,890,821$ 38,206,859$ 5,529,055$ Certificates of obligation 312,794,971 22,047,467 40,310,242 Revenue bonds payable 220,322,363 - - Asset retirement obligation 17,817,977 - - Compensated absences payable 239,627 43,336 49,923 Claims and judgement payable 4,000,000 - - Net pension liability 12,442,404 4,123,638 4,541,716 Total other post-employment benefits liability 5,549,140 3,036,157 3,313,111 Landfill closure/postclosure costs - - - Total noncurrent liabilities 633,057,303 67,457,457 53,744,047 Total liabilities 687,469,020 84,322,259 62,849,987 DEFERRED INFLOWS OF RESOURCES: Deferred charges on refundings 859,607 248,185 107,019 Deferred pension balances 2,061,533 889,099 896,950 Deferred other post employment benefit balances 374,133 200,131 213,252 Total deferred inflows of resources 3,295,273 1,337,415 1,217,221 NET POSITION: Net investment in capital assets 145,171,214 245,018,226 226,173,718 Restricted for debt service 10,403,343 - - Restricted for capital acquisition - 17,105,725 8,729,143 Unrestricted 69,512,739 43,789,046 33,163,147 Total net position 225,087,296$ 305,912,997$ 268,066,008$ (continued on the following page) The notes to the basic financial statements are an integral part of this statement. Utility System Business-type Activities - Enterprise Funds 55 CITY OF DENTON, TEXAS Exhibit VIII STATEMENT OF NET POSITION (concluded) PROPRIETARY FUNDS AS OF SEPTEMBER 30, 2020 Governmental Activities - Total Internal Solid Waste Airport Enterprise Service Fund Fund Funds Funds Noncurrent liabilities: General obligation bonds payable 3,865,146$ -$ 107,491,881$ 126,414$ Certificates of obligation 24,390,349 - 399,543,029 1,011,507 Revenue bonds payable - - 220,322,363 - Asset retirement obligation - - 17,817,977 - Compensated absences payable 113,088 1,130 447,104 129,389 Claims and judgement payable - - 4,000,000 2,732,178 Net pension liability 5,565,163 364,559 27,037,480 9,416,957 Total other post-employment benefits liability 3,399,784 188,055 15,486,247 6,122,633 Landfill closure/postclosure costs 11,373,438 - 11,373,438 - Total noncurrent liabilities 48,706,968 553,744 803,519,519 19,539,078 Total liabilities 56,834,861 648,986 892,125,113 36,897,470 DEFERRED INFLOWS OF RESOURCES: Deferred charges on refundings 43,792 - 1,258,603 - Deferred pension balances 1,016,516 28,847 4,892,945 2,317,878 Deferred other post employment benefit balances 237,270 11,041 1,035,827 449,139 Total deferred inflows of resources 1,297,578 39,888 7,187,375 2,767,017 NET POSITION: Net investment in capital assets 28,989,581 16,643,761 661,996,500 15,846,645 Restricted for debt service - - 10,403,343 - Restricted for capital acquisition - 1,786,314 27,621,182 332,897 Unrestricted 5,264,455 3,249,699 154,979,086 (7,269,451) Total net position 34,254,036$ 21,679,774$ 855,000,111$ 8,910,091$ Adjustment to reflect inclusion of internal service fund activities related to enterprise funds.7,333,123 Net position of business-type activities (Exhibit I)862,333,234$ The notes to the basic financial statements are an integral part of this statement.(concluded) Business-type Activities - Enterprise Funds 56 CITY OF DENTON, TEXAS Exhibit IX STATEMENT OF REVENUES, EXPENSES AND CHANGES IN FUND NET POSITION PROPRIETARY FUNDS FOR THE YEAR ENDED SEPTEMBER 30, 2020 Electric Water Wastewater Fund Fund Fund OPERATING REVENUES: Utility services 206,830,429$ 38,066,879$ 28,934,706$ Charges for goods and services - - - Other fees 10,281,554 959,874 1,607,537 Miscellaneous - - - Total operating revenues 217,111,983 39,026,753 30,542,243 OPERATING EXPENSES: Operating expenses before depreciation 146,781,790 21,890,955 21,314,590 Depreciation 24,806,258 8,821,328 8,881,914 Total operating expenses 171,588,048 30,712,283 30,196,504 Operating income (loss)45,523,935 8,314,470 345,739 NON-OPERATING REVENUES (EXPENSES): Investment revenue 2,466,272 1,630,975 1,241,280 Interest expense and fiscal charges (18,424,907) (1,063,993) (670,303) Impact fee revenue - 8,098,370 5,604,592 Gain (loss) on disposal of capital assets (445,367) 113,867 118,617 Gas well revenues - - - Other non-operating revenues (expenses)(4,000,000) 65,312 169,490 Total non-operating revenues (expenses)(20,404,002) 8,844,531 6,463,676 Income (loss) before contributions and transfers 25,119,933 17,159,001 6,809,415 CONTRIBUTIONS AND TRANSFERS: Capital contributions - 4,643,405 11,730,661 Transfers in - - 235,000 Transfers out (772,846) (228,540) (231,196) Total contributions and transfers (772,846) 4,414,865 11,734,465 Change in net position 24,347,087 21,573,866 18,543,880 Net position at beginning of year 200,740,209 284,339,131 249,522,128 Total net position at end of year 225,087,296$ 305,912,997$ 268,066,008$ (continued on the following page) The notes to the basic financial statements are an integral part of this statement. Business-type Activities - Enterprise Funds Utility System 57 CITY OF DENTON, TEXAS Exhibit IX STATEMENT OF REVENUES, EXPENSES AND CHANGES IN FUND NET POSITION (concluded) PROPRIETARY FUNDS FOR THE YEAR ENDED SEPTEMBER 30, 2020 Governmental Activities - Total Internal Solid Waste Airport Enterprise Service Fund Fund Funds Funds OPERATING REVENUES: Utility services 35,902,131$ -$ 309,734,145$ -$ Charges for goods and services - 1,079,379 1,079,379 88,148,251 Other fees 240,076 - 13,089,041 - Miscellaneous - 14,924 14,924 1,076,930 Total operating revenues 36,142,207 1,094,303 323,917,489 89,225,181 OPERATING EXPENSES: Operating expenses before depreciation 23,508,479 1,099,526 214,595,340 89,651,256 Depreciation 6,457,531 607,472 49,574,503 2,984,907 Total operating expenses 29,966,010 1,706,998 264,169,843 92,636,163 Operating income (loss)6,176,197 (612,695) 59,747,646 (3,410,982) NON-OPERATING REVENUES (EXPENSES): Investment revenue 605,153 156,284 6,099,964 326,017 Interest expense and fiscal charges (971,880) - (21,131,083) (34,454) Impact fee revenue - - 13,702,962 - Gain (loss) on disposal of capital assets (1,026,930) - (1,239,813) 6,824 Gas well revenues - 192,176 192,176 - Other non-operating revenues (expenses)1,044 13,662 (3,750,492) (1,353,489) Total non-operating revenues (expenses)(1,392,613) 362,122 (6,126,286) (1,055,102) Income (loss) before contributions and transfers 4,783,584 (250,573) 53,621,360 (4,466,084) CONTRIBUTIONS AND TRANSFERS: Capital contributions - - 16,374,066 1,551,783 Transfers in - 1,958 236,958 360,160 Transfers out (251,000) (50,000) (1,533,582) (614,853) Total contributions and transfers (251,000) (48,042) 15,077,442 1,297,090 Change in net position 4,532,584 (298,615) 68,698,802 (3,168,994) Net position at beginning of year 29,721,452 21,978,389 786,301,309 12,079,085 Total net position at end of year 34,254,036$ 21,679,774$ 855,000,111$ 8,910,091$ Change in fund net position of proprietary funds 68,698,802 Adjustment to reflect inclusion of internal service fund activities related to enterprise funds.(1,892,207) Change in net position of business-type activities (Exhibit II)66,806,595$ The notes to the basic financial statements are an integral part of this statement.(concluded) Business-type Activities - Enterprise Funds 58 CITY OF DENTON, TEXAS Exhibit X STATEMENT OF CASH FLOWS PROPRIETARY FUNDS FOR THE YEAR ENDED SEPTEMBER 30, 2020 Electric Water Wastewater Fund Fund Fund CASH FLOWS FROM OPERATING ACTIVITIES: Cash received from customers 216,332,663$ 40,206,783$ 30,749,549$ Cash paid to employees for services (19,657,727) (8,110,685) (8,575,269) Cash paid to suppliers (123,471,954) (9,761,438) (11,056,471) Net cash provided (used) by operating activities 73,202,982 22,334,660 11,117,809 CASH FLOWS FROM NONCAPITAL FINANCING ACTIVITIES: Transfers out (772,846) (228,540) (231,196) Transfers in - - - Principal payments on non-capital debt (6,190,000) - - Interest and fiscal charges on non-capital debt (1,513,519) - - Net cash provided (used) by noncapital financing activities:(8,476,365) (228,540) (231,196) CASH FLOWS FROM CAPITAL AND RELATED FINANCING ACTIVITIES: Proceeds from issuance of debt 47,732,351 12,131,105 15,198,473 Principal payments on capital debt (43,465,000) (21,865,000) (10,675,000) Interest and fiscal charges (22,315,024) (2,059,665) (1,147,367) Proceeds from gas wells - - - Proceeds from impact fees - 8,098,370 5,604,592 Proceeds from sale or reimbursement of capital assets 83,905 132,750 513,746 Acquisition and construction of capital assets (34,845,660) (35,187,703) (15,334,321) Net cash provided (used) by capital financing activities (52,809,428) (38,750,143) (5,839,877) CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sale and maturities of investment securities 80,054,627 72,917,340 43,074,630 Purchase of investment securities (63,089,145) (44,137,868) (33,183,302) Interest received on investments 2,631,304 1,816,491 1,332,472 Net cash provided (used) by investing activities 19,596,786 30,595,963 11,223,800 Net increase in cash and cash equivalents 31,513,975 13,951,940 16,270,536 Cash and cash equivalents at beginning of year 20,393,470 15,119,878 10,853,224 Cash and cash equivalents at end of year 51,907,445 29,071,818 27,123,760 Investments, at fair value (Note IV.A.)89,532,477 50,144,482 46,784,376 Cash, cash equivalents and investments, at fair value 141,439,922$ 79,216,300$ 73,908,136$ RECONCILIATION OF OPERATING INCOME (LOSS) TO NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES: Operating income (loss)45,523,935$ 8,314,470$ 345,739$ Adjustments: Depreciation expense 24,806,258 8,821,328 8,881,914 Decrease (Increase) in receivables 216,451 1,258,577 215,826 Decrease (Increase) in interfund receivables (944,800) (78,547) (8,520) Decrease in inventories - - - Decrease in customer deposits (50,971) - - Increase in prepaid items (2,073,033) - - Decrease in other assets 8,664,737 - - Increase in escrow deposits - - - Increase (Decrease) in accounts payable (1,790,236) 3,894,006 1,529,140 Increase (Decrease) in compensated absences payable 18,036 (2,328) (25,965) Decrease in net municipal pension balances 66,768 27,196 26,929 Increase in other post-employment benefit balances 262,430 99,958 152,746 Increase in closure/postclosure liability - - - Decrease in interfund payables - - - Increase in asset retirement obligations (1,496,593) - - Total adjustments 27,679,047 14,020,190 10,772,070 Net cash provided (used) by operating activities 73,202,982$ 22,334,660$ 11,117,809$ NONCASH CAPITAL, INVESTING AND FINANCING ACTIVITIES: Increase in fair value of investments 433,271 173,962 222,745 Capital asset contributions - 4,643,405 11,730,661 The notes to the basic financial statements are an integral part of this statement.(continued on the following page) Utility SystemBusiness-type Activities - Enterprise Funds 59 CITY OF DENTON, TEXAS Exhibit X STATEMENT OF CASH FLOWS (concluded) PROPRIETARY FUNDS FOR THE YEAR ENDED SEPTEMBER 30, 2020 Governmental ActivitiesTotalInternal Solid Waste Airport Enterprise Service Fund Fund Funds Funds CASH FLOWS FROM OPERATING ACTIVITIES: Cash received from customers 35,963,197$ 1,114,724$ 324,366,916$ 88,810,136$ Cash paid to employees for services (10,270,389) (438,749) (47,052,819) (25,146,374) Cash paid to suppliers (12,100,252) (623,579) (157,013,694) (61,906,592) Net cash provided (used) by operating activities 13,592,556 52,396 120,300,403 1,757,170 CASH FLOWS FROM NONCAPITAL FINANCING ACTIVITIES: Transfers out (16,000) (50,000) (1,298,582) (614,853) Transfers in - 1,958 1,958 360,160 Principal payments on non-capital debt - - (6,190,000) - Interest and fiscal charges on non-capital debt - - (1,513,519) - Net cash provided (used) by noncapital financing activities:(16,000) (48,042) (9,000,143) (254,693) CASH FLOWS FROM CAPITAL AND RELATED FINANCING ACTIVITIES: Proceeds from issuance of debt 1,795,551 - 76,857,480 - Principal payments on capital debt (8,605,784) - (84,610,784) (406,632) Interest and fiscal charges (1,587,275) - (27,109,331) (37,142) Proceeds from gas wells - 203,432 203,432 - Proceeds from impact fees - - 13,702,962 - Proceeds from sale or reimbursement of capital assets - - 730,401 6,824 Acquisition and construction of capital assets (7,186,968) (1,309,823) (93,864,475) (3,702,377) Net cash provided (used) by capital financing activities (15,584,476) (1,106,391) (114,090,315) (4,139,327) - CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sale and maturities of investment securities 24,536,550 5,110,254 225,693,401 16,802,919 Purchase of investment securities (16,387,804) (3,185,313) (159,983,432) (10,732,176) Interest received on investments 664,501 168,831 6,613,599 365,264 Net cash provided (used) by investing activities 8,813,247 2,093,772 72,323,568 6,436,007 Net increase in cash and cash equivalents 6,805,327 991,735 69,533,513 3,799,157 Cash and cash equivalents at beginning of year 5,686,941 1,039,523 53,093,036 3,555,442 Cash and cash equivalents at end of year 12,492,268 2,031,258 122,626,549 7,354,599 Investments, at fair value (Note IV.A.)21,546,236 3,503,612 211,511,183 10,699,502 Cash, cash equivalents and investments, at fair value 34,038,504$ 5,534,870$ 334,137,732$ 18,054,101$ RECONCILIATION OF OPERATING INCOME (LOSS) TO NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES: Operating income (loss)6,176,197$ (612,695)$ 59,747,646$ (3,410,982)$ Adjustments: Depreciation expense 6,457,531 607,472 49,574,503 2,984,907 Decrease (Increase) in receivables (207,173) 20,421 1,504,102 (553,795) Decrease (Increase) in interfund receivables - - (1,031,867) - Decrease in inventories - - - (268,486) Decrease in customer deposits 28,163 - (22,808) - Increase in prepaid items - - (2,073,033) 238,549 Decrease in other assets - - 8,664,737 - Increase in escrow deposits - - - (5,000) Increase (Decrease) in accounts payable 459,002 33,607 4,125,519 1,326,143 Increase (Decrease) in compensated absences payable 74,410 (4,590) 59,563 (24,214) Decrease in net municipal pension balances 29,763 (3,120) 147,536 (911,242) Increase in other post-employment benefit balances 171,607 11,301 698,042 1,342,540 Increase in closure/postclosure liability 403,056 - 403,056 - Decrease in interfund payables - - - 1,038,750 Increase in asset retirement obligations - - (1,496,593) - Total adjustments 7,416,359 665,091 60,552,757 5,168,152 Net cash provided (used) by operating activities 13,592,556$ 52,396$ 120,300,403$ 1,757,170$ NONCASH CAPITAL, INVESTING AND FINANCING ACTIVITIES: Increase in fair value of investments 89,778 12,461 932,217 37,369 Capital asset contributions - - 16,374,066 1,551,783 The notes to the basic financial statements are an integral part of this statement.(concluded) Business-type Activities - Enterprise Funds 60 CITY OF DENTON, TEXAS Exhibit XI STATEMENT OF ASSETS AND LIABILITIES AGENCY FUNDS AS OF SEPTEMBER 30, 2020 Agency Fund ASSETS: Cash, cash equivalents and investments, at fair value 204,286$ Total assets 204,286$ LIABILITIES: Accounts payable 204,286$ Total liabilities 204,286$ The notes to the basic financial statements are an integral part of this statement. 61 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS SEPTEMBER 30, 2020 I. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The City of Denton is a municipal corporation governed by an elected seven-member council consisting of a mayor elected at large and six councilpersons, four representing specific geographical districts and two elected at large. The City receives funding from state and federal government sources and must comply with the requirements of these funding source entities. However, the City is not included in any other governmental “reporting entity,” as defined in pronouncements by the Governmental Accounting Standards Board (GASB), as council members are elected by the public and have decision-making authority, the authority to levy taxes, the power to designate management, the ability to significantly influence operations, and primary accountability for fiscal matters. The financial statements of the City have been prepared to conform to accounting principles generally accepted (GAAP) in the United States of America as applicable to state and local governments. Generally accepted accounting principles for local governments include principles prescribed by GASB, the accepted standard-setting body for establishing governmental accounting and financial reporting principles. The following is a summary of the more significant policies. A. Reporting Entity An elected seven-member council consisting of a mayor and six councilpersons govern the City. As required by accounting principles generally accepted in the United States of America, these financial statements present the City (the primary government) and its component units, which are entities for which the City is considered to be financially accountable. Blended component units, although legally separate entities, are, in substance, part of the City's operations, and so data from these units are combined with data of the primary government. A discretely presented component unit, on the other hand, is reported in a separate column in the government-wide financial statements to emphasize it is legally separate from the City. The City had no component units, discretely presented or blended, at September 30, 2020. B. Government-wide and Fund Financial Statements The basic financial statements include both government-wide (based on the City as a whole) and fund financial statements. The reporting focus is either the City as a whole (government-wide financial statements) or major individual funds (within the fund financial statements). The government-wide financial statements (i.e., the statement of net position and the statement of activities) report information on all non-fiduciary activities of the primary government. For the most part, the effect of inter-fund activity has been removed from these statements. Governmental activities, which normally are supported by taxes and intergovernmental revenues, are reported separately from business-type activities, which rely to a significant extent on fees and charges for support. The government-wide statement of activities demonstrates the degree to which the direct expenses of a functional category (public safety, public works, etc.) or segment are offset by program revenues. Direct expenses are those that are clearly identifiable with a specific function or segment. Program revenues include (1) charges to customers or applicants who purchase, use or directly benefit from goods, services or privileges provided by a given function or segment; (2) grants and contributions that are restricted to meeting operational requirements of a particular function or segment; and (3) grants and contributions that are restricted to meeting the capital requirements of a particular function or segment. Taxes and other items not properly included among program revenues are reported instead as general revenues. The net cost (by function or business-type activity) is normally covered by general revenue (property taxes, sales taxes, franchise fees, interest income, etc.). Separate fund financial statements are provided for governmental funds, proprietary funds, and fiduciary funds, even though the latter are excluded from the government-wide financial statements. Major governmental funds and major enterprise funds are reported as separate columns in the fund financial statements. GASB Statement No. 34 sets forth minimum criteria (percentage of assets, liabilities, revenues or expenditures/expenses of either fund category and for the governmental and enterprise funds combined) 62 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2020 for the determination of major funds. Non-major funds are combined in a column in the fund financial statements. Internal service funds, which traditionally provide services primarily to other funds of the government, are presented in summary form as part of the proprietary fund financial statements. The financial statements of internal service funds are allocated (based on the percentage of goods or services provided) between the governmental and business-type activities when presented at the government-wide level. The City’s fiduciary funds are presented in the fund financial statements. By definition these assets are being held for the benefit of a third party (other local governments, individuals, etc.) and cannot be used to address activities or obligations of the government, and as such, these funds are not incorporated into the government- wide statements. The government-wide focus is more on the sustainability of the City as an entity and the change in aggregate financial position resulting from the activities of the fiscal period. The focus of the fund financial statements is on the major individual funds of the governmental and business-type categories, as well as the fiduciary funds (by category). Each presentation provides valuable information that can be analyzed and compared to enhance the usefulness of the information. C. Measurement Focus, Basis of Accounting and Financial Statement Presentation The government-wide financial statements are reported using the economic resources measurement focus and the accrual basis of accounting, as are the proprietary fund statements. Revenues are recorded when earned, and expenses are recorded when a liability is incurred, regardless of the timing of related cash flows. Property taxes are recognized as revenues in the year for which they are levied. Grants and similar items are recognized as revenue as soon as all eligibility requirements imposed by the provider have been met. Governmental fund-level financial statements are reported using the current financial resources measurement focus and the modified accrual basis of accounting. Revenues are recognized, and susceptible to accrual, as soon as they are both measurable and available. Revenues are considered to be available when they are collectible within the current period or soon enough thereafter to pay liabilities of the current period. For this purpose, the government considers revenues to be available if they are collected within 60 days of the end of the current fiscal period. Any amounts collected beyond the 60 days are recorded as deferred inflows of resources. Expenditures generally are recorded when a liability is incurred, as under accrual accounting. However, debt service expenditures, as well as expenditures related to compensated absences and claims and judgments, are recorded only when payment is due. The City reports the following major governmental funds: The general fund is the City’s primary operating fund. All general tax revenues and other receipts that are not allocated by law or contractual agreement to some other fund are accounted for in this fund. From the fund are paid general operating costs, fixed charges and capital improvement costs that are not paid through other funds. The debt service fund accounts for the accumulation of financial resources for the payment of principal, interest and related costs on general long-term debt, paid primarily by taxes levied by the City. On a budgetary-basis, the debt service fund also accounts for pass-through debt service payments from the self-supporting proprietary funds. The capital projects fund accounts for financial resources used for the acquisition or construction of capital other than those recorded in the enterprise funds and internal service funds. Other governmental funds are a summarization of all of the non-major governmental funds. 63 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2020 The City reports the following major proprietary funds: The City utility system is made up of three separate funds as follows: The electric fund accounts for electrical utility services to the residents and commercial establishments of the City. Activities necessary to provide such services are accounted for in the fund, including, but not limited to, administration, operations, maintenance, finance and related debt service. The water fund accounts for water utility services to the residents and commercial establishments of the City. Activities necessary to provide such services are accounted for in the fund, including, but not limited to, administration, operations, maintenance, finance and related debt service. The wastewater fund accounts for sewer and storm water services to the residents and commercial establishments of the City. Activities necessary to provide such services are accounted for in the fund, including, but not limited to, administration, operations, maintenance, finance and related debt service. The City provides additional services through the following funds: The solid waste fund accounts for the provision of solid waste services to the residents of the City. Activities necessary to provide such services are accounted for in the fund, including, but not limited to, administration, operations, maintenance, finance and related debt service. The airport fund accounts for the airport services to the public and is funded through operational and gas well revenues. Activities necessary to provide such services are accounted for in the fund, including, but not limited to, administration, operations, maintenance, and finance. The City additionally reports the following funds: Internal service funds are used to account for the financing of materials and services provided by one department of the City to other departments of the City on a cost-reimbursement basis. The materials management fund accounts for the financing of the goods and services of the purchasing department as well as the management and inventory of the City warehouse activities. The fleet services fund accounts for the financing of goods and services provided by the activities of the City garage and machine shop to other departments. The health insurance fund accounts for the accumulation of resources for the self-insurance activities of the City for employee medical insurance as well as other employee insurance benefits including long-term disability, short-term disability, and dental and vision insurances. The risk retention fund accounts for the accumulation of resources for the payment of activities associated with providing general liability insurance coverage and self-funded activities for City departments. The technology services fund accounts for financing and management of technology equipment, software, and services such as programming, support, training, maintenance, and office services to City departments. The engineering services fund accounts for providing engineering, real estate, public works inspection, and development review services primarily to City departments although some services are provided to and paid by external entities. The customer service fund accounts for providing customer service activities to residents and businesses for City departments. Services include bill pay, utility service requests, connect/disconnect 64 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2020 services, maintenance of customer accounts, utility billing, operator calls, collections, accounts receivable, and cash handling. The facilities fund accounts for the maintenance of all city-owned facilities and vertical construction projects. Agency funds are used to account for the payment of developers’ escrow funds and other similar liabilities. The City holds the assets in an agency capacity for individuals, private organizations or other governments. Proprietary funds distinguish operating revenues and expenses from non-operating items. Operating revenues and expenses generally result from providing services and producing and delivering goods in connection with a proprietary fund’s principal ongoing operations. The principal operating revenues of the City’s electric, water, wastewater, solid waste, and airport funds are charges to customers for services. Operating expenses for the enterprise funds and internal service funds include the cost of sales and services, administrative expenses and depreciation on capital assets. All revenues and expenses not meeting this definition are reported as non-operating revenues and expenses. When both restricted and unrestricted resources are available for use, it is the City’s policy to use restricted resources first, then unrestricted resources as they are needed. D. Budgetary Information The City Council follows these procedures, as prescribed by City Charter, in establishing the budgets reflected in the financial statements: 1. Within the time period required by law, the City Manager submits to the City Council a proposed budget for the fiscal year beginning on the following October 1. The operating budget includes proposed expenditures and the means of financing them. 2. Public hearings are conducted prior to the adoption of the budget in order to obtain taxpayer comments. 3. The annual budget adopted by the City Council covers the general fund, non-major special revenue funds (Recreation Fund, Police Confiscation Fund, Tourist and Convention Fund, Gas Well Revenues Fund, Street Improvement Fund, and the Citizens’ Park Trusts), the debt service fund, the enterprise funds, and internal service funds. The budget is legally enacted by the City Council through passage of an ordinance prior to the beginning of the fiscal year. The basic financial statements reflect the legal level of control, (i.e. the level at which expenditures cannot legally exceed the appropriated amount) which is established at the total fund level as approved by City Council. 4. The City Charter provides for the City Manager to transfer any part of the unencumbered appropriation balance or the entire balance thereof between programs or general classifications of expenditures within an office, department, agency or organizational unit. (The City Council defines an organizational unit as set forth in Article VIII, Section 8.07 of the City Charter, to be a fund that has been appropriated by the City Council.) City Council approval is not required up to the fund level. The Charter also provides that at any time during the year, at the request of the City Manager, City Council may by resolution transfer any part of the unencumbered appropriation balance or the entire balance thereof from one office, department, agency, or organizational unit to another, as well as make any increases in fund appropriations. Budgets are adopted on a basis for the governmental funds and the budgeted special revenue funds that is generally consistent with generally accepted accounting principles. Budgets for enterprise funds are prepared on the full accrual basis, except certain noncash transactions such as depreciation expense and amortization on debt issuance costs where it is not budgeted, and debt service payments where it is budgeted. Also, during the budgetary process, amounts are included in all fund budgets to recognize administrative transfers between funds for goods or services. These amounts are not included in the reporting of actual activity for the funds. 65 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2020 For funds reporting required budget-to-actual comparisons, these administrative transfers are included as adjustments – budgetary basis. Appropriations in all budgeted funds lapse at the end of the fiscal year even if they have related encumbrances. Encumbrances are commitments related to unperformed contracts for goods or services (i.e., purchase orders and contracts). While all appropriations and encumbrances lapse at year end, valid outstanding encumbrances are re-appropriated against the subsequent year’s budget, reducing the available appropriations for additional expenditures. E. Assets, Liabilities and Net Position or Equity 1. Cash, cash equivalents and investments The City’s cash and cash equivalents are considered to be cash on hand, demand deposits and short-term investments with original maturities of three months or less from the date of acquisition. Investments are carried at fair value, except for the position in local government investment pools. Fair value is determined as the price at which two willing parties would complete an exchange. The City uses a pooled cash and investment fund to hold and account for all of the City’s investments. For financial reporting purposes, the investment balances in the pooled fund are allocated back to the individual funds based on their respective share of the pooled total. Interest earned on investments is also allocated back and recorded directly to the individual funds on a monthly basis. 2. Receivables Outstanding balances between funds are reported as “interfund receivables/payables.” Any residual balances between governmental activities and business-type activities are reported in the government- wide statements as “internal balances.” Trade, property tax receivables, and municipal court receivables are shown net of an allowance for uncollectible accounts. The City accrues amounts for utility services provided in September, but not billed at September 30, 2020. 3. Inventories Inventories of supplies are maintained at the City warehouse for use by all City funds and are accounted for by the consumption method. Cost is determined using a moving average method. No inventories exist in the governmental fund types. 4. Prepaid items Certain costs applicable to future accounting periods are recorded as prepaid items. Most of these balances are due to payments into an account for energy settlements in the Electric Fund and health claims in the Employee Insurance Fund. 5. Other Assets Certain costs applicable to future accounting periods are recorded as other assets. In the prior fiscal year the City fully impaired its TMPA prepaid purchase power due to a permanent closure in generation. The impaired amount was recorded as an Other Asset (regulatory) to be amortized over 7.5 years in the electric fund, of which 4.5 years is remaining in the electric fund to be recovered through rate revenues. See note V.E. Agreement with TMPA for further information regarding TMPA. 6. Restricted assets Certain proceeds of the City’s governmental and proprietary fund general obligation bonds and certificates of obligation, as well as certain resources set aside for their repayment, are classified as restricted assets on the balance sheet because their use is limited by applicable bond covenants. Assets collected from impact fees are limited by state statute in use and also shown as restricted on the balance sheet of the Water and Wastewater funds. 66 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2020 7. Capital assets Capital assets, which include property, plant, equipment and infrastructure assets (e.g., roads, bridges, sidewalks and similar items) are reported in applicable governmental or business-type activities columns in the government-wide financial statements and in the proprietary fund financial statements. The City defines capital assets as assets with an initial, individual cost of more than $5,000 and an estimated useful life in excess of one year. Such assets are recorded at historical cost or estimated historical cost if purchased or constructed. Donated capital assets are recorded at acquisition value, which is the price that would be paid to acquire an asset with equivalent service potential at the acquisition date. Major outlays for capital assets and improvements are capitalized as projects are constructed. Net interest incurred during the construction phase of capital assets of business-type activities and enterprise funds is included as part of the capitalized value of the assets constructed. For 2020, net interest capitalization of $2,009,175 was recorded for electric fund projects, $1,086,051 for water fund projects, $655,018 for wastewater fund projects, and $33,900 for solid waste fund projects. Capital assets are depreciated using the straight-line method over the following useful lives: Assets Years Buildings 40 Infrastructure 20 – 40 General improvements 10 Machinery and equipment 10 – 20 Furniture and office equipment 10 Computer equipment/software 3 – 10 Plant and equipment 5 Underground pipe 40 Water storage rights 50 – 100 Water recreation rights 50 Communication equipment 5 Vehicles 3 – 10 Renewals and betterments of property and equipment are capitalized, whereas normal repair and maintenance are charged to expense as incurred. 8. Compensated absences The City allows full-time employees to accumulate unused vacation up to 320 hours (480 for Civil Service Fire employees.) Upon termination, any accumulated vacation time will be paid to an employee. Generally, sick leave is not paid upon termination except for civil service fire fighters and police officers. Firefighters and police officers accumulate for payout unused sick leave up to a maximum of 1080 hours and 720 hours, respectively. All other employees are paid only upon illness while employed by the City. Accumulated vacation and sick leave is accrued when incurred in the government-wide and proprietary fund financial statements. A liability for these amounts is reported in governmental funds only if they have matured, for example, as a result of employee resignations and retirements but have not been paid this amount at the end of the fiscal year. The General Fund and Other Governmental Funds are used to record any payout expenditures of the governmental funds’ employees and related liability, while proprietary fund payouts for their employees are recorded as reductions to the liabilities in those funds. 9. Arbitrage Arbitrage involves the investment of the proceeds from the sale of tax-exempt bonds in taxable instruments and securities authorized by the Public Funds Investment Act (Texas Government Code, Chapter 2256) that yield a higher rate, resulting in interest revenue in excess of interest costs. Federal tax 67 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2020 code requires that these excess earnings be rebated to the federal government. The Capital Projects Fund has been used in prior years to liquidate governmental funds’ related liability. There were no arbitrage payments in the current fiscal year. 10. Pensions For purposes of measuring the net pension liability, pension-related deferred outflows and inflows of resources, and pension expense, information about the Fiduciary Net Position of the Texas Municipal Retirement System (TMRS) and the Firemen’s Relief and Retirement Fund (FRRF) and additions to/deductions from TMRS’s and the FRRF’s Fiduciary Net Position have been determined on the same basis as they are reported by TMRS and the FRRF. For this purpose, plan contributions are recognized in the period that compensation is reported for the employee, which is when contributions are legally due. Benefit payments and refunds are recognized when due and payable in accordance with the benefit terms. Investments are reported at fair value. 11. Other post-employment benefits The City participates in a single-employer, unfunded, defined benefit group-term life insurance plan operated by the Texas Municipal Retirement System (TMRS) known as the Supplemental Death Benefit Fund (SDBF). The City elected, by ordinance, to provide group-term life insurance coverage to both current and retired employees. The funding policy for the SDBF program is to assure that adequate resources are available to meet all death benefit payments for the upcoming year rather than prefunding. Benefit payments are treated as being equal to the City’s yearly contribution for retirees. For purposes of measuring the total SDBF OPEB liability, related deferred outflows and inflows of resources, and expense, City specific information about its total SDBF liability and additions to/deductions from the City’s total SDBF liability have been determined on the same basis as they are reported by TMRS. The SDBF expense and deferred (inflows)/outflows of resources related to SDBF, primarily result from changes in the components of the total SDBF liability. Most changes in the total SDBF liability will be included in SDBF expense in the period of the change. For example, changes in the total SDBF liability resulting from current-period service cost, interest on the Total OPEB Liability, and changes of benefit terms are required to be included in SDBF expense immediately. Changes in the total SDBF liability that have not been included in SDBF expense are required to be reported as deferred outflows of resources or deferred inflows of resources related to SDBF. The City provides post-employment medical care (Medical OPEB) for retired employees through a single-employer defined benefit medical plan. The plan provides medical benefits for eligible retirees, their spouses, and their dependents through the City’s group health insurance plans. By providing retirees with access to the City’s healthcare plans based on the same rates it charges to active employees, the City is in effect providing a subsidy to retirees. This implied subsidy exists because, on average, retiree healthcare costs are higher than active employee healthcare costs. By the City not contributing anything toward the plan in advance, the City employs a pay-as-you-go method through paying the higher rate for active employees each year. The City also contributes up to $200 per month, based on years of service, toward the cost of retiree coverage. As an irrevocable trust has not been established, the plan is not accounted for as a trust fund. For this purpose, plan contributions are recognized in the period that the direct and indirect subsidies are paid by the City. Total OPEB liability, OPEB-related deferred outflows and inflows of resources, and OPEB expense is based on the actuarial measurement dates. 12. Long-term obligations In the government-wide financial statements and proprietary fund types in the fund financial statements, long-term obligations are reported as liabilities. Bond premiums and discounts are deferred and amortized over the life of the bonds. Bonds payable are reported net of the applicable bond premium or discount. Gain/loss on refunding are reported as deferred outflow/inflow and recognized as a component of interest expense over the remaining life of the old debt or life of the new debt, whichever is shorter. 68 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2020 In the fund financial statements, governmental fund types recognize bond premiums and discounts, as well as bond issuance costs, during the current period. The face amount of debt issued is reported as other financing sources. Premiums received on debt issuances are reported as other financing sources while discounts on debt issuances are reported as other financing uses. Issuance costs, whether or not withheld from the actual debt proceeds received, are reported as debt service expenditures. 13. Fund equity The City follows GASB Statement No. 54, “Fund Balance Reporting and Governmental Fund Type Definitions”, and in accordance with the statement, the classifications of governmental fund balances are presented as follows: Nonspendable fund balances – includes amounts not in a spendable form or are legally or contractually required to be maintained intact. Examples include inventory or endowments. Restricted fund balance – includes amounts that can be spent only for the specific purposes stipulated by external resource providers, creditors, grantors, and contributors or through enabling legislation. Committed fund balance – includes amounts that can be used only for the specific purposes determined by the City Council through an ordinance and may only be changed or lifted through another ordinance. The ordinance must either adopt or rescind the commitment, as applicable, prior to the last day of the fiscal year for which the commitment is made. The amount subject to the constraint may be determined in the subsequent period. Assigned fund balance - comprises amounts intended to be used for specific purposes. Intent can be expressed by the City Council, or per the policy adopted by an ordinance by the City Council, the City Manager or the City Manager’s designee (assistant city manager) may also make an assignment. In governmental funds other than the general fund, assigned fund balance represents the amount that is not restricted or committed and, at a minimum, is intended for the purpose of that fund. Unassigned fund balance – is the residual classification of the general fund and includes all amounts not constrained in the other classifications. Unassigned amounts are technically available for any purpose. The General Fund is the only fund to report a positive unassigned fund balance amount. However, other governmental funds may report a negative unassigned fund balance as necessary if expenditures incurred for specific purposes exceed the amounts restricted, committed, or assigned for those purposes. When multiple categories of fund balance are available for expenditure and approved for use by the City Council, the City will start with the most restricted category and spend those funds first before moving down to the next category with available funds. Normally this would result in the use of restricted, then committed, then assigned, and lastly, unassigned fund balance. 14. Minimum fund balance policy It is the goal of the City to achieve and maintain an unassigned fund balance in the General Fund equal to 20% of budgeted expenditures. An additional 5% resiliency reserve (25% combined total) may be maintained to safeguard against unusual financial circumstances or economic downturns. 15. Net position Net position represents the difference between assets, deferred inflows, deferred outflows, and liabilities. Net investment in capital assets consists of capital assets net of accumulated depreciation and the outstanding balances of any borrowing spent for the acquisition, construction or improvements of those assets. Net position is reported as restricted when there are limitations imposed on their use either through the enabling legislation adopted by the City or through external restrictions imposed by creditors, grantors or laws or regulations of other governments. 69 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2020 16. Deferred outflows and inflows of resources In addition to assets, the statement of net position and/or balance sheet will sometimes report a separate section for deferred outflows of resources. This separate financial statement element, deferred outflows of resources, represents a consumption of net position applying to a future period and will not be recognized as an outflow of resources, either expenses or expenditures, until that time. The City reports the following items qualifying for this category: Deferred charges on refunding reported in the statements of net position - A deferred charge on refunding results from the difference in the carrying value of refunded debt and its reacquisition price and is amortized over the shorter of the life of the refunded or refunding debt. Deferred pension actuarial losses reported in the statement of net position – A deferred charge is recorded for the difference between actual experience and expected experience during the period between two actuarial valuations and is amortized over future periods. Deferred pension and other postemployment benefit plan contributions reported in the statement of net position – A deferred charge is recorded for pension contribution amounts paid by the City after the current year’s measurement date (December 2019) and will be fully recognized in the next period on the next measurement date (December 2020). Deferred pension and other postemployment benefit plan actuarial assumption changes – A deferred charge is recorded for the difference due to assumption changes and amortized over future periods. In addition to liabilities, the statement of net position and/or balance sheet will sometimes report a separate section for deferred inflows of resources. This separate financial statement element, deferred inflows of resources, represents an acquisition of net position applying to a future period and will not be recognized as an inflow of resources, or revenues, until that time. The City reports the following items qualifying for reporting in this category: Deferred charges on refunding reported in the statements of net position - A deferred charge on refunding results from the difference in the carrying value of refunded debt and its reacquisition price and is amortized over the shorter of the life of the refunded or refunding debt. Deferred pension excess earnings reported in the statement of net position – A deferred charge is recorded for the difference between actual investment earnings and expected investment earnings during the period and is amortized over future periods. Deferred pension and other postemployment benefit plan actuarial gains reported in the statement of net position – A deferred charge is recorded for the difference between actual experience and expected experience during the period between two actuarial valuations and is amortized over future periods. Deferred pension and other postemployment benefit plan actuarial assumption changes – A deferred charge is recorded for the difference due to assumption changes and amortized over future periods. Deferred unavailable revenues reported on the balance sheet of the governmental funds – A deferred amount is recorded for the billed revenues not yet collected or available. These amounts are deferred and recognized as inflow of resources in the period the amounts become available. F. Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses/expenditures during the reporting period. Actual results could differ from those estimates. 70 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2020 II. RECONCILIATION OF GOVERNMENT-WIDE AND FUND FINANCIAL STATEMENTS Explanation of certain differences between the governmental fund statement of revenues, expenditures and changes in fund balances and the government-wide statement of activities An element of that reconciliation states, “Bond proceeds provide current financial resources to governmental funds, but issuing debt increases long-term liabilities in the statement of net position. Repayment of bond principal is an expenditure in the governmental funds, but the repayment reduces long-term liabilities in the statement of net position. This is the amount by which proceeds exceeded payments.” The details of this ($30,800,676) difference are as shown on the following page: Another element of that reconciliation states, “The net effect of various miscellaneous transactions involving capital assets (i.e., sales, trade-ins and donations) is to decrease net position.” The details of this $8,244,338 difference are as follows: Debt issued or incurred: Issuance of general obligation debt $(27,675,000) Issuance of certificates of obligation (24,020,000) Principal repayments: General obligation debt principal retirement 10,414,324 Certificates of obligation principal retirement 7,515,000 Refunded debt principal 2,965,000 Net adjustment to decrease net changes in fund balances – total governmental funds to arrive at changes in net position of governmental activities $(30,800,676) Net effect of transactions involving asset retirements/disposals $ (555,673) Capital assets transferred to business-type activities as capital contributions (2,180,937) Donations of capital assets increase net position in the statement of activities but do not appear in the governmental funds because they are not financial resources 10,980,948 Net adjustment to increase net changes in fund balances - total governmental funds $ 8,244,338 71 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2020 Another element of that reconciliation states, “Certain expenses reported in the statement of activities do not require the use of current financial resources and therefore are not reported as expenditures in governmental funds.” The details of the ($487,971) difference are as follows: III. STEWARDSHIP, COMPLIANCE AND ACCOUNTABILITY A. Deficit Fund Equity The Criminal Justice fund had deficit fund balances of ($21,045) at September 30, 2020. The deficit was a result of reimbursement timing and clears in fiscal year 2020-2021. The Materials Management, Risk Retention, Engineering Services, and Customer Service internal service funds had deficit net positions of ($544,446), ($2,785,297), ($2,380,897), and ($2,355,870), respectively, due to the implementation of GASB Statement No. 68 “Accounting and Financial Reporting for Pensions-an amendment of GASB Statement No. 27” and GASB Statement No.75 “Accounting and Financial Reporting for Postemployment Benefits Other Than Pensions”(OPEB) which resulted in an increase in the net pension liability and the total OPEB liability in the prior years during implementation. IV. DETAILED NOTES ON ALL FUNDS A. Deposits and Investments In order to facilitate effective cash management practices, the operating cash of all funds is pooled into a common account for the purpose of increasing income through combined investment activities. At year-end, the City had $225,704,657 in cash and cash equivalents of which $204,286 is included in the agency funds and $10,668 in petty cash. The Public Funds Investment Act (Texas Government Code) authorizes the City to invest in obligations of the U.S. Treasury, U.S. agencies, fully collateralized repurchase agreements, public fund investment pools, SEC-registered no-load money market mutual funds, municipal securities of any state rated A or better, certificates of deposit (fully collateralized, insured, and standby letters of credit backed), and commercial paper rated not less than A-1 or P-1 with a stated maturity of no more than 365 days. The City’s investment policy may further restrict those investment options. The investments reported on September 30, 2020 were similar to those held during the fiscal year. The City reports all investments in the financial statements at fair value. At September 30, 2020, the City’s investments carried a fair value of $599,800,254, of which $215,372,946 is in a local governmental investment pool which the City classifies in the financial statements as cash equivalents. Change in: Compensated absences $ (729,622) Net pension liability 20,903,293 Municipal pension deferred actuarial gains/losses (25,988,416) Municipal pension deferred contributions 767,139 Municipal pension deferred assumption changes 3,424,264 Municipal pension deferred economic differences 1,903,958 Total OPEB liability (1,158,877) OPEB deferred contributions 286,965 OPEB deferred assumption changes 943,446 OPEB deferred economic differences (844,574) Accrued interest 4,453 Net adjustment to decrease net changes in fund balances - total governmental funds to arrive at changes in net position of governmental activities $ (487,971) 72 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2020 The City categorizes its fair value measurements within the fair value hierarchy established by generally accepted accounting principles. GASB Statement No. 72, Fair Value Measurement and Application establishes an authoritative definition of fair value, sets a framework for measuring fair value, and requires additional disclosures about fair value measurements. The fair value hierarchy categorizes the inputs to valuation techniques used to measure fair value into three levels. Level 1 inputs are quoted prices (unadjusted) for identical assets or liabilities in active markets a government can access at the measurement date. Level 2 inputs are inputs, other than quoted prices included within Level 1, observable for an asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for an asset or liability. The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. If a price for an identical asset or liability is not observable, a government should measure fair value using another valuation technique maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs. If the fair value of an asset or a liability is measured using inputs from more than one level of the fair value hierarchy, the measurement is considered to be based on the lowest priority level input significant to the entire measurement. At September 30, 2020, the City had the following recurring fair value investments: Of the investments recorded at fair value, the U.S treasuries are valued on trade history pricing models of those securities, and the U.S. agency securities, commercial paper, and municipal bonds are valued based upon observable inputs, including but not limited to, model prices for similar assets, benchmark yield curves, and matrix pricing. Interest rate risk. In accordance with its investment policy, the City manages its exposure to declines in fair values due to interest rate fluctuations by limiting the weighted average maturity of its investment portfolio to less than eighteen months. Credit risk. The City’s investment policy limits investments to obligations of the United States of America and its agencies, investment quality obligations of the State of Texas (including agencies, municipalities, counties, and other political subdivisions) with a rating not less than AA, certificates of deposits and savings deposits (fully insured, collateralized, or standby letter of credit backed), fully collateralized repurchase agreements, local public fund investment pools with a dollar weighted average maturity of 60 days or less, U.S. government money market mutual funds with a dollar weighted average maturity of 60 days or less and 9/30/2020 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Percent of Total Investments Weighted Average Maturity (Days) Investments Measured at Amortized Cost: TexSTAR - Investment Pool 190,372,946$ -$ -$ 31.74% 1 TexPool - Investment Pool 25,000,000 - - 4.17% 1 Investments by Fair Value Level: Debt Securities: U.S. Treasury Securities 130,420,891 130,420,891 - 21.74% 197 U.S. Agency Securities 194,616,782 - 194,616,782 32.46% 352 Commercial Paper 44,975,115 - 44,975,115 7.50% 73 Municipal Bonds - Coupon 14,414,520 - 14,414,520 2.40% 275 Total Investments 599,800,254$ 130,420,891$ 254,006,417$ Portfolio Weighted Average Maturity 169 Fair Value Measurement Method 73 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2020 a stable net asset value of $1 for each share, and commercial paper that has a maturity of 270 days or less and a minimum rating of A-1, P-1, or an equivalent rating by at least two nationally recognized rating agencies. The City’s investments in TexSTAR were rated “AAAm” by Standard & Poor’s. Custodial credit risk. This is the risk that in the event of a bank or counterparty failure, the City’s deposits may not be returned. The policy states that all bank deposits of City funds shall be secured by pledged collateral with a market value equal to no less than 102 percent of the principal plus accrued interest less an amount insured by FDIC. As of September 30, 2020, the bank balance for deposits was $11,702,827 and was fully collateralized by the City’s third-party custodian, BNY Mellon. Concentration of Credit Risk. The City’s investment policy minimizes the risk of potential loss by diversifying investment types according to the following limitations based on value: U.S. Treasury bills/notes/bonds (100%), U.S. Agencies and Instrumentalities (100%), State of Texas Obligations – including agencies and local governments (15%), local government investment pools (50% in government securities and 15% in prime securities), repurchase agreements (20%), certificates of deposit (35%), savings deposits (15%), U.S. Money Market Mutual Funds (50%), callable U.S. Agencies and Instrumentalities (20%), and commercial paper (15%). Local Government Investment Pools. During the year, the City invested in two public fund investment pools, TexSTAR and TexPool. The fair value of the position of TexSTAR is measured at net asset value, and the fair value of the position of TexPool is measured at amortized cost. Each pool's governing body is comprised of individuals who are employees, officers, or elected officials of participants in the funds or who do not have a business relationship with the fund and are qualified to advise. Investment objective and strategies of the pools are to seek preservation of principal, liquidity and current income through investment in a diversified portfolio of short-term marketable securities. Pools offer same day access to investment funds, which may be redeemed daily. As the redemption period is only one day or less, the City classifies these balances in the financials as cash equivalent. The pools may only impose restrictions on redemptions in the event of a general suspension of trading on major securities markets, a general banking moratorium, or a national state of emergency affecting the pool’s liquidity. The City has no unfunded commitments related to the investment pool. Cash, cash equivalents and investments, at fair value are reported together on the financial statements. Investments, at fair value, by fund were as follows: 74 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2020 B. Property Tax Revenue Property taxes attach as an enforceable lien on property as of January 1st. Taxes are levied on October 1st and are due and payable at that time; therefore, the legally enforceable claim arises on October 1st. A receivable is recorded at that time. All unpaid taxes levied October 1st become delinquent February 1st of the following year. Property taxes at the fund level are recorded as receivables and revenue in the period they become available. Current-year revenues recognized are those Ad valorem taxes collected within the current period or soon enough thereafter to pay current liabilities, which is sixty days after year-end. All other outstanding receivables are adjusted from revenue and recognized as deferred inflows of resources for future collections. Current tax collections for the year ended September 30, 2020 were 99.56% of the tax levy. An allowance is provided for delinquent taxes not expected to be collected in the future. At September 30, 2020, the City had a tax rate of $0.590454 per $100 valuation. Based upon the maximum Ad valorem tax of $2.50 per $100 valuation imposed by Texas Constitutional law, the City had a tax rate margin of $1.909546. Additional revenues up to $240,838,057 could be raised per year based on the current year's certified assessed value of $12,612,320,264 before the limit is reached. On December 7, 2010, the City Council approved a Tax Increment Financing Reinvestment Zone (TIRZ #1) for the purpose of dedicating the increase in tax revenues generated within the TIRZ district for development in the downtown area of the City for a total of 30 years. The tax increment to be paid is 100% of the increment in years 1-5, 95% in years 6-10, 90% in years 11-20, and 85% in years 21-30. In fiscal year 2020, the total assessed value of $209,626,251 after supplemental adjustments for TIRZ #1 was an increase of $130,269,397 General Fund Debt Service Capital Projects Other Governmental Funds Unrestricted investments $ 18,972,338 $ 3,310,636 $ 121,410,715 $ 17,050,286 Change in fair value 173,815 30,330 1,112,299 156,204 Restricted investments - - - - Change in fair value - - - - Total $ 19,146,153 $ 3,340,966 $ 122,523,014 $ 17,206,490 Electric Water Wastewater Solid Waste Unrestricted investments $ 51,907,124 $ 31,628,575 $ 25,354,150 $ 7,868,936 Change in fair value 475,545 289,764 232,281 72,091 Restricted investments 36,812,551 18,060,681 21,005,504 13,481,697 Change in fair value 337,257 165,462 192,441 123,512 Total $ 89,532,477 $ 50,144,482 $ 46,784,376 $ 21,546,236 Airport Internal Service Funds Total City Investments Unrestricted investments $ 2,354,081 $ 10,394,071 $ 290,250,912 Change in fair value 21,567 95,224 2,659,120 Restricted investments 1,117,724 208,299 90,686,456 Change in fair value 10,240 1,908 830,820 Total $ 3,503,612 $ 10,699,502 $ 384,427,308 75 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2020 over the base fiscal year 2011 assessed value and resulted in $730,722 of property tax revenue recorded in the TIRZ Fund as part of All Other Special Revenue Funds. On December 18, 2012, the City Council approved a Tax Increment Financing Reinvestment Zone (TIRZ #2) for the purpose of dedicating 40% of the increase in tax revenues generated within the TIRZ district for development in the Westpark Industrial District for a total of 25 years. In fiscal year 2020, the assessed value of $119,113,120 after supplemental adjustments was an increase of $118,993,662 over the base fiscal year 2014 assessed value and resulted in $281,041 of property tax revenue recorded in the TIRZ Fund as part of All Other Special Revenue Funds. Denton County participates in the zone and based on their tax rate and a participation contribution of 40% of the County’s tax rate, $107,227 of property tax revenue was generated for Fiscal Year 2020. The City created the Rayzor Ranch Public Improvement District No. 1 in 2014 for the undertaking and financing of public improvements authorized by Chapter 372 of the Texas Local Government Code. The project is located on the City’s northern sector, east of Interstate 35, and encompasses approximately 229.693 contiguous acres. The estimated costs of the proposed public improvements total $40 million. The authorized improvement costs will be apportioned 100% to the District. The method of assessment will impose equal shares of the costs of the proposed public improvements on parcels that are similarly benefited. No City property will be assessed, and the City will not be obligated to pay any assessments. 76 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2020 C. Receivables Receivables at September 30, 2020 for the City’s individual major funds and other funds (non-major funds, internal service funds and fiduciary funds), including the applicable allowances for uncollectible accounts, are as follows: General Fund Debt Service Capital Projects Other Governmental Funds Electric Receivables: Taxes 8,797,873$ 480,729$ -$ 167,631$ -$ Accounts 188,007 - - 23,286 15,176,467 Accrued interest 74,678 13,048 477,894 69,146 349,217 Unbilled utility service - - - - 9,370,612 Other - EMS Services 6,072,730 - - - - Other 2,999,756 - 10,868 92,827 9,011,009 Gross receivables 18,133,044 493,777 488,762 352,890 33,907,305 Less: Allowance for uncollectibles (7,670,381) (168,253) - (15,278) (1,487,912) Net total receivables 10,462,663$ 325,524$ 488,762$ 337,612$ 32,419,393$ Water Wastewater Solid Waste Airport Internal Service Funds Total Receivables: Taxes -$ -$ -$ -$ -$ 9,446,233$ Accounts 2,677,083 1,591,541 1,589,531 40,975 648,008 21,934,898 Accrued interest 195,586 182,479 84,040 13,666 41,733 1,501,487 Unbilled utility service 2,435,686 1,676,232 2,099,024 - - 15,581,554 Other - EMS Services - - - - - 6,072,730 Other - - - 73,078 52,325 12,239,863 Gross receivables 5,308,355 3,450,252 3,772,595 127,719 742,066 66,776,765 Less: Allowance for uncollectibles (262,462) (156,036) (155,839) (4,017) (30,240) (9,950,418) Net total receivables 5,045,893$ 3,294,216$ 3,616,756$ 123,702$ 711,826$ 56,826,347$ 77 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2020 D. Capital Assets Capital asset balances and transactions for the year ended September 30, 2020 are summarized below and on the following page. (continued) Governmental activities: Balance at October 1, 2019 Increases Transfers and Decreases Balance at September 30, 2020 Capital assets not being depreciated: Land 22,243,771$ 4,730,331$ -$ 26,974,102$ Construction in progress 132,647,539 89,723,329 (26,065,704) 196,305,164 Total capital assets not being depreciated 154,891,310 94,453,660 (26,065,704) 223,279,266 Capital assets being depreciated: Buildings 79,632,246 10,063,484 - 89,695,730 Infrastructure 304,868,175 10,914,606 (85,800) 315,696,981 Machinery, equipment, and other improvements 122,890,991 11,203,753 (3,399,825) 130,694,919 Total capital assets being depreciated 507,391,412 32,181,843 (3,485,625) 536,087,630 Less accumulated depreciation for: Buildings 30,142,705 2,058,584 - 32,201,289 Infrastructure 182,154,694 11,007,747 - 193,162,441 Machinery, equipment, and other improvements 77,572,782 9,594,326 (2,806,681) 84,360,427 Total accumulated depreciation 289,870,181 22,660,657 (2,806,681) 309,724,157 Total capital assets, being depreciated, net 217,521,231 9,521,186 (678,944) 226,363,473 Governmental activities capital assets, net 372,412,541$ 103,974,846$ (26,744,648)$ 449,642,739$ 78 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2020 Transfers and decreases include $629,154 transferred to Business-Type from Governmental Activities Infrastructure. Business-type activities: Balance at October 1, 2019 Increases Transfers and Decreases Balance at September 30, 2020 Capital assets not being depreciated: Land 61,462,065$ 6,890,619$ -$ 68,352,684$ Construction in progress 185,193,966 96,935,861 (114,263,998) 167,865,829 Total capital assets not being depreciated 246,656,031 103,826,480 (114,263,998) 236,218,513 Capital assets being depreciated: Buildings 40,171,102 309,022 - 40,480,124 Landfill improvements 28,173,591 436,101 - 28,609,692 Water rights 69,883,098 - - 69,883,098 Infrastructure 577,279,257 25,304,115 406,954 602,990,326 Plant, machinery, equipment, and other improvements 770,005,670 96,326,954 (12,702,085) 853,630,539 Total capital assets being depreciated 1,485,512,718 122,376,192 (12,295,131) 1,595,593,779 Less accumulated depreciation for: Buildings 9,769,773 1,077,719 - 10,847,492 Landfill improvements 23,942,469 1,667,775 - 25,610,244 Water rights 21,140,373 697,896 - 21,838,269 Infrastructure 182,112,040 14,496,510 (176,800) 196,431,750 Plant, machinery, equipment, and other improvements 230,645,224 31,634,603 (8,697,492) 253,582,335 Total accumulated depreciation 467,609,879 49,574,503 (8,874,292) 508,310,090 Total capital assets, being depreciated, net 1,017,902,839 72,801,689 (3,420,839) 1,087,283,689 Business-type activities capital assets, net 1,264,558,870$ 176,628,169$ (117,684,837)$ 1,323,502,202$ 79 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2020 Depreciation expense was charged to activities of funds/functions/programs as follows: Construction commitments: The City has several major construction/capital projects planned or in progress as of September 30, 2020. These projects are evidenced by contractual commitments with contractors and include: Governmental activities: General government 2,465,866$ Public Safety 3,943,388 Public Works 10,756,813 Parks & Recreation 2,509,683 Capital assets held by the internal service funds are charged to the various functions based upon usage 2,984,907 Total depreciation expense - governmental activities 22,660,657$ Business-type activities: Electric 24,806,258$ Water 8,821,328 Wastewater 8,881,914 Solid Waste 6,457,531 Airport 607,472 Total depreciation expense - business-type activities 49,574,503$ Project Spent-to-Date Remaining Commitment Hickory Creek Wastewater Detention Facility $ 1,418,588 $ 13,726,935 Bonnie Brae South Construction 17,811,690 12,773,044 Lake Lewisville Water Treatment Plant Upgrade - Phase 2 8,082,016 9,519,525 McKinney Street Widening 11,827,477 4,986,927 Development Services Building 6,978,014 4,391,387 Hickory Creek Widening, FM2181 to Riverpass 2,142,889 4,138,799 Brinker Substation 21,437,278 3,407,901 North South Water Main - Phase 2 9,537,124 3,309,509 Lake Lewisville Water Treatment Plant Solids Handling 7,160,117 1,902,086 Hickory Street - Welch to Carroll 475,335 1,845,311 Fire Station #8 3,589,365 1,767,952 Hickory Creek Road Realignment 1,700,047 1,741,928 Mayhill and McKinney Street Intersection 7,504 1,700,000 Fire Station #3 Rebuild 8,067,341 1,321,679 Hickory Creek Lift Station Upgrage 2,216,954 1,252,490 Hickory Creek Widening, FM2181 to FM2499 655,409 1,038,511 American Legion Hall Renovation 650,186 1,023,190 80 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2020 E. Interfund Receivables, Payables and Transfers A summary of interfund receivables and payables (in thousands) at September 30, 2020, is as follows: The more significant interfund receivables and payables include the following: The outstanding balances between the Electric, Water, Wastewater, and General Fund related to the Materials Management Fund are a result of the cash position in the Materials Management Fund due to inventory purchases. The outstanding balance between the General Fund and the Non-Major Governmental Funds is due to reimbursement timing from outside sources. Transfers between funds (in thousands) during the year were as follows: Governmental Major Funds Interfund Payables: General Fund Electric Water Wastewater Total Non-Major Governmental Funds 497$ -$ -$ -$ 497$ Internal Service Funds 549 6,446 991 214 8,200 Total 1,046$ 6,446$ 991$ 214$ 8,697$ Interfund Receivables: Business-Type Major Funds Interfund receivables Interfund payables Amount Electric fund Internal service funds-materials management $ 6,445,630 Water fund Internal service funds-materials management 990,727 General fund Internal service funds-materials management 549,441 General fund Non-Major Governmental Funds 496,698 Wastewater fund Internal service funds-materials management 214,202 Transfers In:General Fund Capital Projects Fund Non-Major Governmental Funds Electric Fund Water Fund Wastewater Fund Solid Waste Airport Fund Internal Service Funds Total Governmental Major Funds: Debt Service Fund - - 128 - - - - - - 128 Capital Projects Fund 2,545 - 5,440 16 18 3 16 - 549 8,587 Non-Major Governmental Funds 3,911 8 - 757 199 228 - 50 - 5,153 Wastewater Fund - - - - - - 235 - - 235 Airport Fund - - 2 - - - - - - 2 Internal Service Funds 283 - - - 11 - - - 66 360 Total 6,739$ 8$ 5,570$ 773$ 228$ 231$ 251$ 50$ 615$ 14,465$ Transfers Out: Governmental Major Funds Business-Type Major Funds 81 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2020 The more significant transfers include the following: Transfers from the General Fund to the Non-Major Governmental Fund – Recreation were an operating subsidy as part of centralizing Park recreation programs all in the Recreation Fund. Transfers from the Non- Major Governmental Fund – Street Improvement Fund, from the General Fund, and from the Non-Major Governmental Funds – Other Special Revenue Funds were to fund capital projects such as streets and building renovations. Transfers from the Business-type Major Funds (Electric, Water, and Wastewater) to the Non- Major Governmental Fund – Street Improvement Fund were for bond savings costs related to the issuance of certificates of obligation, which fund street maintenance operations in the Street Improvements Fund. Transfers from fund Transfers to fund Amount General Fund Non-Major Gov’t – Recreation Fund 3,510,698 Non-Major Gov’t – Street Improvement Fund Capital Projects 2,884,515 General Fund Capital Projects 2,544,443 Non-Major Gov’t – Other Special Revenue Funds Capital Projects 2,280,000 Business-type Major Funds (Electric, Water, and Wastewater) Non-Major Gov’t – Street Improvement Fund 1,184,582 82 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2020 F. Long-term Debt Long-term liabilities transactions for the year ended September 30, 2020 are summarized as follows below and on the following pages: For Internal Service funds, long-term liabilities are included as part of the above totals for governmental activities. Compensated absences payables and net pension liability balances and payments are based on the assignment of an employee within a fund. Other postemployment benefits are liquidated from the Health Insurance internal service fund, with the retiree subsidy amounts paid predominantly by the General Fund. Claims payable represents an estimate of self-insured claims liability outstanding in the Health Insurance and Risk Retention internal service funds. Balance at October 1, 2019 Increases Decreases / Transfers Balance at September 30, 2020 Due Within One Year Governmental Activities: General obligation bonds 135,507,957$ 27,675,000$ 12,995,424$ 150,187,533$ 11,550,678$ Certificates of obligation 83,560,000 24,020,000 8,285,000 99,295,000 8,585,000 Compensated absences payable 13,298,877 8,722,117 7,936,624 14,084,370 7,005,462 Claims and judgement payable 4,594,291 24,645,395 24,145,893 5,093,793 2,361,615 Net pension liability 84,815,577 - 24,592,776 60,222,801 - Other post employment benefits 29,130,676 2,026,617 - 31,157,293 - Unamortized premium/(discounts) 12,749,386 6,221,273 1,945,776 17,024,883 2,153,888 Total governmental long-term liabilities 363,656,764$ 93,310,402$ 79,901,493$ 377,065,673$ 31,656,643$ Balance at October 1, 2019 Increases Decreases / Transfers Balance at September 30, 2020 Due Within One Year Business-type Activities: Revenue bonds 214,890,000$ -$ 7,580,000$ 207,310,000$ 7,970,000$ General obligation bonds 118,682,043 34,405,000 31,214,576 121,872,467 23,454,322 Certificates of obligation 414,890,000 34,060,000 52,050,000 396,900,000 17,060,000 Compensated absences payable 2,687,106 2,498,959 2,439,396 2,746,669 2,299,564 Claims and judgement payable - 4,000,000 - 4,000,000 - Net pension liability 38,266,583 - 11,229,103 27,037,480 - Other post employment benefits 14,497,151 989,096 - 15,486,247 - Decommissioning liability 22,663,717 - 1,496,593 21,167,124 3,349,147 Landfill closure/post-closure 10,970,382 403,056 - 11,373,438 - Unamortized premium/(discounts) 56,877,139 7,501,636 7,284,090 57,094,682 7,335,555 Total business-type activities 894,424,121 83,857,747 113,293,758 864,988,107 61,468,588 Total long-term liabilities 1,258,080,885$ 177,168,149$ 193,195,251$ 1,242,053,780$ 93,125,231$ 83 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2020 General Bonded Debt - General bonded debt at September 30, 2020, is comprised of the following: [These amounts do not include net unamortized premiums/ (discounts) of $17,024,883 nor net deferred gain/ (loss) on refunding of ($872,528).] Proceeds of general obligation bonded debt are restricted to the uses for which they were approved in the bond elections or, in the case of a refunding issuance, to the uses for which the certificates of obligation were originally issued. The City Charter expressly prohibits the use of bond proceeds to fund operating expenses. The general obligations are collateralized by the full faith and credit of the City and, primarily, payable from property taxes. In August 2020, the City issued $58,080,000 ($34,060,000 of which is included as part of business-type activities) in certificates of obligation. The debt was issued to pay the costs of various capital improvements in the Capital Projects Fund ($24,020,000), the Electric Fund ($25,005,000), and the Wastewater Fund ($9,055,000). In August 2020, the City issued $62,080,000 ($34,405,000 of which is included as part of business-type activities) of general obligation refunding and improvement bonds. The $25,185,000 for the improvement General Obligation Bonds and Certificates of Obligation Debt Interest Rate (%) Issue Date Final Maturity Original Amount of Issue Gross Amount Outstanding at September 30, 2020 General obligation refunding 2.0 to 4.75 2011 2031 2,225,000$ 1,460,000$ General obligation refunding 2.0 to 5.0 2012 2032 14,358,739 6,860,000 General obligation refunding 2.0 to 4.0 2013 2033 10,221,023 6,072,533 General obligation refunding 2.0 to 3.5 2014 2034 7,165,000 3,055,000 General obligation refunding 3.0 to 5.0 2015 2035 36,110,000 28,415,000 General obligation refunding 3.0 to 5.0 2016 2036 27,635,000 23,135,000 General obligation refunding 3.0 to 5.0 2017 2037 27,825,000 18,060,000 General obligation 3.0 to 5.0 2018 2038 19,235,000 18,050,000 General obligation refunding 3.0 to 5.0 2019 2039 18,015,000 17,405,000 General obligation refunding 2.0 to 5.0 2020 2040 27,675,000 27,675,000 Total general obligation bonds 190,464,762 150,187,533 Certificates of obligation 2.0 to 5.0 2011 2031 3,455,000 455,000 Certificates of obligation 2.0 to 5.0 2012 2032 4,490,000 595,000 Certificates of obligation 3.0 to 4.0 2013 2033 10,805,000 6,590,000 Certificates of obligation 2.0 to 5.0 2014 2034 8,635,000 6,025,000 Certificates of obligation 2.0 to 5.0 2015 2035 7,420,000 3,125,000 Certificates of obligation 3.0 to 5.0 2016 2036 7,190,000 4,250,000 Certificates of obligation 3.0 to 5.0 2017 2037 17,000,000 12,130,000 Certificates of obligation 3.0 to 5.0 2018 2038 9,555,000 7,855,000 Certificates of obligation 3.375 to 5.0 2018 2038 28,170,000 25,915,000 Certificates of obligation 3.0 to 5.0 2019 2039 9,390,000 8,335,000 Certificates of obligation 2.0 to 5.0 2020 2040 24,020,000 24,020,000 Total certificates of obligation 130,130,000 99,295,000 Total general bonded debt 320,594,762$ 249,482,533$ 84 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2020 portion of the bonds was issued to pay the costs of various capital improvements in the Capital Projects Fund. The refunding portion of the bonds’ reacquisition price fell below the net carrying amount of the old debt by $806,247, ($785,808 of which is reported as a loss in business-type activities). This amount is being amortized over the remaining life of the refunded debt, which is the same as the life of the new debt issued. This current refunding was undertaken to reduce total debt service payments over 10 years by $6,864,156 and resulted in a net present value savings of $6,654,750. On September 30, 2020, the City had no general obligation bonds or certificates of obligation considered defeased but still outstanding. Business-type Revenue Bonds – Revenue bond debt at September 30, 2020, is comprised of the following issues [These amounts do not include net unamortized premiums/ (discounts) of $23,268,841.] The revenue bonds are collateralized by the revenue of the Denton utility system funds (System) and the related interest and sinking fund. The ordinance provides that the revenue of the System is to be used first to pay operating and maintenance expenses of the System and second to establish and maintain the revenue bond funds. Any remaining revenues may then be used for any lawful purpose. The ordinance also contains provisions, which among other items restrict the issuance of additional revenue bonds unless certain financial ratios are met. Management believes the City is in compliance with all significant requirements. The interest and sinking fund had a net position balance of $10,403,343 as of September 30, 2020 and is restricted for debt service. On September 30, 2020, the City had no revenue bonds considered defeased but still outstanding. Revenue Bonds Interest Rate (%) Issue Date Final Maturity Original Amount of Issue Gross Amount Outstanding at September 30, 2020 Utility system 3.25 to 5.0 2017 2037 214,890,000$ 207,310,000$ Total revenue bonds 214,890,000$ 207,310,000$ 85 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2020 Business-type General Obligation Bonds and Certificates of Obligation – General obligation bonds and certificates of obligation issued for electric, water, wastewater, and solid waste funds at September 30, 2020, is comprised of the following: [These amounts do not include net unamortized premiums/ (discounts) of $33,825,841 nor net deferred gain/ (loss) on refunding of ($821,605).] General Obligation Bonds and Certificates of Obligation Debt Interest Rate (%) Issue Date Final Maturity Original Amount of Issue Gross Amount Outstanding at September 30, 2020 General obligation refunding 2.0 to 4.75 2011 2021 8,620,000$ 565,000$ General obligation refunding 2.0 to 5.0 2012 2024 19,231,261 7,265,000 General obligation refunding 2.0 to 4.0 2013 2025 513,977 262,467 General obligation refunding 3.0 to 5.0 2014A 2025 27,155,000 16,625,000 General obligation refunding 3.0 to 5.0 2015 2035 1,530,000 735,000 General obligation refunding 4.0 to 5.0 2015A 2026 33,945,000 9,645,000 General obligation refunding 3.0 to 5.0 2016 2028 1,295,000 1,020,000 General obligation refunding 3.0 to 5.0 2016A 2030 38,425,000 28,490,000 General obligation refunding 3.0 to 5.0 2017 2022 1,280,000 485,000 General obligation refunding 3.0 to 5.0 2019 2039 26,325,000 22,375,000 General obligation refunding 2.0 to 5.0 2020 2040 34,405,000 34,405,000 Total general obligation bonds 192,725,238 121,872,467 Certificates of obligation 2.0 to 5.0 2011 2031 28,645,000 16,050,000 Certificates of obligation 2.0 to 5.0 2012 2032 40,185,000 24,685,000 Certificates of obligation 3.0 to 4.0 2013 2033 52,715,000 34,105,000 Certificates of obligation 2.0 to 5.0 2014 2044 80,545,000 65,555,000 Certificates of obligation 2.0 to 5.0 2015 2045 85,595,000 71,360,000 Certificates of obligation 3.0 to 5.0 2016 2046 76,115,000 66,010,000 Certificates of obligation 3.0 to 5.0 2017 2047 73,800,000 65,130,000 Certificates of obligation 3.375 to 5.0 2018 2028 1,375,000 1,140,000 Certificates of obligation 3.0 to 5.0 2019 2049 19,365,000 18,805,000 Certificates of obligation 2.0 to 5.0 2020 2050 34,060,000 34,060,000 Total certificates of obligation 492,400,000 396,900,000 Total business-type G.O./C.O. 685,125,238$ 518,772,467$ 86 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2020 Schedule of Long-term Debt Maturities Aggregate maturities of the long-term debt (principal and interest) for the years subsequent to September 30, 2020 are shown below: [These amounts do not include net unamortized premiums/ (discounts) of $74,119,565 nor net deferred gain/ (loss) on refunding of ($1,694,133).] Bonds Authorized and Unissued General obligation bonds authorized but unissued as of September 30, 2020 amounted to $207,800,000. When issued, the proceeds will be allocated to the applicable street, drainage, police facilities, and parks projects. All bonds were issued publicly through negotiated or competitive terms with no direct placements. There is no acceleration of maturity of the bonds in the event of default, and the City has never defaulted on the payment of bonds. Claims and Judgements Payable Claims and judgements payable include claims payables as part of the City’s self-insurance plan, which can be found in note V.D. It also includes a judgement liability of $4,000,000 recorded in the electric fund, which can be found in note V.G. for further information. Governmental Activities: Fiscal Year Principal Interest Principal Interest Principal Interest Principal Interest 2021 11,550,678$ 5,215,960$ 8,585,000$ 3,805,037$ -$ -$ 20,135,678$ 9,020,997$ 2022 11,055,878 4,798,500 8,135,000 3,482,131 - - 19,190,878 8,280,631 2023 10,216,262 4,349,945 7,010,000 3,135,006 - - 17,226,262 7,484,951 2024 10,096,704 3,920,860 6,485,000 2,823,331 - - 16,581,704 6,744,191 2025 9,633,011 3,507,040 5,645,000 2,530,481 - - 15,278,011 6,037,521 2026-2030 41,145,000 12,256,890 24,475,000 9,006,341 - - 65,620,000 21,263,231 2031-2035 37,015,000 5,578,447 23,945,000 4,096,788 - - 60,960,000 9,675,235 2036-2040 19,475,000 976,541 15,015,000 767,813 - - 34,490,000 1,744,354 Total 150,187,533$ 40,604,183$ 99,295,000$ 29,646,928$ -$ -$ 249,482,533$ 70,251,111$ Business-Type Activities: Fiscal Year Principal Interest Principal Interest Principal Interest Principal Interest 2021 23,454,322$ 4,601,715$ 17,060,000$ 15,520,796$ 7,970,000$ 10,106,750$ 48,484,322$ 30,229,261$ 2022 21,604,122 3,813,520 16,535,000 14,792,550 8,375,000 9,698,125 46,514,122 28,304,195 2023 17,243,738 3,001,288 15,155,000 14,045,075 8,805,000 9,268,625 41,203,738 26,314,988 2024 15,633,297 2,289,772 15,460,000 13,320,751 9,260,000 8,817,000 40,353,297 24,427,523 2025 13,561,988 1,657,340 16,065,000 12,577,751 9,735,000 8,342,125 39,361,988 22,577,216 2026-2030 30,375,000 3,097,025 88,375,000 51,670,257 56,385,000 33,992,125 175,135,000 88,759,407 2031-2035 - - 83,365,000 32,869,562 72,370,000 18,010,000 155,735,000 50,879,562 2036-2040 - - 63,540,000 20,386,181 34,410,000.00 1,742,000.00 97,950,000 22,128,181 2041-2045 - - 64,655,000 8,551,258 - - 64,655,000 8,551,258 2046-2050 - - 16,690,000 688,019 16,690,000 688,019 Total 121,872,467$ 18,460,660$ 396,900,000$ 184,422,200$ 207,310,000$ 99,976,750$ 709,392,467$ 302,171,591$ General Obligation Certificates of Obligation Capital Leases Total General Obligation Certificates of Obligation Revenue Total 87 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2020 G. Landfill Closure and Post-closure Cost State and federal laws and regulations require the City to place a final cover on its Mayhill Road landfill site upon closure and to perform certain maintenance and monitoring functions at the site for thirty years after closure. Although closure and post-closure care costs will be paid only upon anticipated closure, the City reports a portion of these costs as an operating expense in each period based on landfill capacity used as of each balance sheet date. Based on an updated model created by a 2017 engineering study, total landfill closure and post-closure cost as of September 30, 2020 was $20,008,655. The $11,373,438 reported as landfill closure and post-closure care liability as of September 30, 2020 is a $403,056 increase from the $10,970,382 liability reported on September 30, 2019. This liability represents the cumulative amount incurred to date based on the use of 53.80% of the estimated capacity of the entire landfill at September 30, 2020. Based on this estimate, the remaining potential estimated liability for closure and post-closure care of the entire landfill is $17,543,032. The City will recognize the remaining estimated cost of closure and post- closure care as the remaining capacity is filled. These amounts are based on what it would cost to perform closure and post-closure care in 2020. Actual cost may fluctuate due to inflation, changes in technology, or changes in regulations. The landfill has a remaining life of 14 years, and the City expects to close the landfill in fiscal year 2034. The solid waste fund has provided for a reservation and designation of cash and investments of $11,268,197 at September 30, 2020 and anticipates increasing the reserve in future periods as the closure and post-closure activities are carried out. H. Decommissioning Liability The electric fund has recorded a decommissioning liability of $21,167,124 as of September 30, 2020. This entire amount is payable to Texas Municipal Power Agency (TMPA) as the City’s portion of TMPA’s decommissioning liability for the Gibbons Creek power generation facility. See footnote V.E. on TMPA for more details. V. OTHER INFORMATION A. Pension Plans Employee Retirement Plans The City of Denton participates in two pension plans; Texas Municipal Retirement System (TMRS), an agent- multiple employer traditional, joint contributory, hybrid defined benefit pension plan; and the Denton Firemen’s Relief and Retirement Fund (FRRF), a single employer, contributory, defined benefit plan. Both plans are described in detail below. Aggregate amounts for the two pension plans are as follows: Texas Municipal Retirement Plan Plan Description The City of Denton participates as one of 888 plans in the nontraditional, joint contributory, hybrid defined benefit pension plan administered by the Texas Municipal Retirement System (TMRS). TMRS is an agency created by the State of Texas and administered in accordance with the TMRS Act, Subtitle G, Title 8, Texas TMRS FRRF Total Pension liability 530,227,521$ 121,442,365$ 651,669,886$ Pension assets 460,593,810 103,815,795 564,409,605 Net pension liability 69,633,711$ 17,626,570$ 87,260,281$ Deferred outflows of resources 17,833,480$ 9,966,732$ 27,800,212$ Deferred inflows of resources 13,990,073 6,715,035 20,705,108 Pension expense 17,993,744 3,462,847 21,456,591 88 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2020 Government Code (the TMRS Act) as an agent multiple-employer retirement system for municipal employees in the State of Texas. The TMRS Act places the general administration and management of the System with a six-member board of Trustees. Although the Governor, with the advice and consent of the Senate, appoints the Board, TMRS is not fiscally dependent on the State of Texas. TMRS’s defined benefit pension plan is a tax-qualified plan under Section 401(a) of the Internal Revenue Code. TMRS issues a publicly-available comprehensive annual financial report (CAFR) obtainable at www.tmrs.com. All eligible employees of the city are required to participate in TMRS. Benefits Provided TMRS provides retirement, disability, and death benefits. Benefit provisions are adopted by the governing body of the City, within the options available in the state statutes governing TMRS. At retirement, the benefit is calculated as if the sum of the employee’s contributions, with interest, and the city-financed monetary credits with interest were used to purchase an annuity. Members may choose to receive their retirement benefit in one of seven payments options. Members may also choose to receive a portion of their benefit as a Partial Lump Sum Distribution in an amount equal to 12, 24, or 36 monthly payments, which cannot exceed 75% of the member’s deposits and interest. Upon retirement, benefits depend on the sum of the employee’s contributions, with interest, and the city- financed monetary credits, with interest. City-financed monetary credits are composed of three sources: prior service credits, current service credits, and updated service credits. Prior service credit, granted by each city joining TMRS, is a monetary credit equal to the accumulated value of the percentage of prior service credit adopted times and employee’s deposits that would have been made, based on the average salary prior to participation, for the number of months the employee has been employed, accruing 3% annual interest, and including the matching ratio adopted by the City. Monetary credits for service since the plan began (or current service credits) are a percent (200%) of the employee's accumulated contributions. In addition, the City grants on an annually repeating basis, another type of monetary credit referred to as an updated service credit. This monetary credit is determined by hypothetically recomputing the member’s account balance by assuming the current member deposit rate of the City (7%) has always been in effect. The computation also assumes the member’s salary has always been the member’s average salary – using a salary calculation based on the 36- month period ending a year before the effective date of calculation. This hypothetical account balance is increased by 3% each year, and increased by the city match currently in effect (200%). The resulting sum is then compared to the member’s actual account balance increased by the actual city match and actual interest credited. If the hypothetical calculation exceeds the actual calculation, the member is granted a monetary credit (or Updated Service Credit) equal to the difference between the hypothetical calculation and the actual calculation times the percentage adopted. The plan provisions also include an annually repeating basis cost of living adjustments for retires equal to 70% of the change in the consumer price index. Members can retire at ages 60 and above with 5 or more years of service or with 20 years of service regardless of age. A member is vested after five years. Employees Covered by Benefit Terms At the December 31, 2019 valuation and measurement date, the following employees were covered by the benefit terms: Contributions The contribution rates for employees in TMRS are either 5%, 6%, or 7% of employee gross earnings, and the city matching percentages are either 100%, 150%, or 200%, both as adopted by the City Council. Under the state law governing TMRS, the contribution rate for each city is determined annually by the actuary, using Inactive employees or beneficiaries currently receiving benefits703 Inactive employees entitled to but not yet receiving benefits 649 Active employees 1,322 Total 2,674 89 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2020 the Entry Age Normal (EAN) actuarial cost method. The actuarially determined rate is the estimated amount necessary to finance the cost of benefits earned by employees during the year, with an additional amount to finance any unfunded accrued liability. Employees for the City were required to contribute 7% of their annual gross earnings during the fiscal year. The contribution rates for the City were 17.00% and 17.29% in calendar years 2019 and 2020, respectively. The City’s contributions to TMRS for the year ended September 30, 2020 were $17,562,597 and were equal to the required contributions. Net Pension Liability The City’s Net Pension Liability (NPL) was measured as of December 31, 2019, and the Total Pension Liability (TPL) used to calculate the Net Pension Liability was determined by an actuarial valuation as of that date. Actuarial Assumptions The Total Pension Liability in the December 31, 2019 actuarial valuation was determined using the following actuarial assumptions: Inflation 2.5% per year Overall payroll growth 2.75% per year Investment Rate of Return 6.75%, net of pension plan investment expense, including inflation Salary increases were based on a service-related table. Mortality rates for active members are based on the PUB(10) mortality tables with the Public Safety table used for males and the General Employee table used for females. Mortality rates for healthy retirees and beneficiaries are based on the gender-distinct 2019 Municipal Retirees of Texas mortality tables. The rates for actives, healthy retirees and beneficiaries are projected on a fully generational basis by Scale UMP to account for future mortality improvements. For disabled annuitants, the same mortality tables for healthy retirees is used with a 4-year set-forward for males and a 3-year set-forward for females. In addition, a 3.5% and 3.0% minimum mortality rate is applied, for males and females respectively, to reflect the impairment for younger members who become disabled. The rates are projected on a fully generational basis by Scale UMP to account for future mortality improvements subject to the floor. The actuarial assumptions were developed primarily from the actuarial investigation of the experience of TMRS over the four-year period from December 31, 2014 to December 31, 2018. They were adopted in 2019 and first used in the December 31, 2019 actuarial valuation. The post-retirement mortality assumption for healthy annuitants and Annuity Purchase Rate (APRs) are based on the Mortality Experience Investigation Study covering 2009 through 2011 and dated December 31, 2013. Plan assets are managed on a total return basis with an emphasis on both capital appreciation as well as the production of income in order to satisfy the short-term and long-term funding needs of TMRS. The long-term expected rate of return on pension plan investments was determined using a building-block method in which best estimate ranges of expected future real rates of return (expected returns, net of pension plan investment expense and inflation) are developed for each major asset class. These ranges are combined to produce the long-term expected rate of return by weighting the expected future real rates of return by the target asset allocation percentage and by adding expected inflation. In determining their best estimate of a recommended investment return assumption under the various alternative asset allocation portfolios, TMRS’s actuary focused on the area between (1) arithmetic mean (aggressive) without an adjustment for time (conservative) and (2) the geometric mean (conservative) with an adjustment for time (aggressive). The target allocation and best estimates of real rates of return for each major asset class in fiscal year 2020 are summarized in the following table: 90 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2020 Discount Rate The discount rate used to measure the Total Pension Liability was 6.75%. The projection of cash flows used to determine the discount rate assumed that employee and employer contributions will be made at the rates specified in statute. Based on that assumption, the pension plan’s Fiduciary Net Position was projected to be available to make all projected future benefit payments of current active and inactive employees. Therefore, the long-term expected rate of return on pension plan investments was applied to all periods of projected benefit payments to determine the Total Pension Liability. Changes in the Net Pension Liability 91 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2020 Sensitivity of the Net Pension Liability to Changes in the Discount Rate The following presents the net pension liability of the City, calculated using the discount rate of 6.75%, as well as what the City’s net pension liability would be if it were calculated using a discount rate that is 1- percentage-point lower (5.75%) or 1-percentage-point higher (7.75%) than the current rate: Pension Plan Fiduciary Net Position Detailed information about the pension plan’s Fiduciary Net Position is available in a separately-issued TMRS financial report. That report may be obtained on the Internet at www.tmrs.com. Pension Expense and Deferred Outflows of Resources and Deferred Inflows of Resources Related to Pensions For the year ended September 30, 2020, the City recognized pension expense of $17,993,744. This amount is included as part of personal services expenses. At September 30, 2020, the City reported deferred outflows of resources and deferred inflows of resources related to TMRS pension from the following sources: $13,636,001 reported as deferred outflows of resources related to pensions resulting from contributions subsequent to the measurement date will be recognized as a reduction of the net pension liability for the City’s fiscal year ending September 30, 2021. Other amounts reported as deferred outflows and inflows of resources related to pensions will be recognized in pension expense (income) as follows: Deferred Outflows Deferred Inflows of Resources of Resources Differences between projected and actual investment earnings -$ (13,990,073)$ Contributions subsequent to the measurement date 13,636,001 - Differences between expected and actual economic experience 3,072,145 - Difference in assumption changes 1,125,334 - Total 17,833,480$ (13,990,073)$ For the Year Net Deferred Ended September 30, Outflows/(Inflows) 2021 (2,570,879)$ 2022 (2,701,990) 2023 1,960,066 2024 (6,479,791) 2025 - Total (9,792,594)$ 92 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2020 Denton Firemen's Relief and Retirement Plan Plan Description The City contributes to the retirement plan for firefighters in the Denton Fire Department known as the Denton Firemen’s Relief and Retirement Fund (the Fund). The Fund is a single employer, contributory, defined benefit plan. The benefit provisions of the Fund are authorized by the Texas Local Fire Fighters’ Retirement Act (TLFFRA). TLFFRA provides the authority and procedure to amend benefit provisions. The plan is administered by the Board of Trustees of the Denton Firemen’s Relief and Retirement Fund. The City does not have access to nor can it utilize assets within the retirement plan trust. The Fund issues a stand-alone report pursuant to GASB Statement No. 67, which may be obtained by writing the Denton Firemen’s Relief and Retirement Fund at P.O. Box 2375, Denton, Texas 76202. See that report for all information about the plan fiduciary net position. Benefits Provided Firefighters in the Denton Fire Department are covered by the Denton Firemen’s Relief and Retirement Fund which provides service retirement, death, disability, and withdrawal benefits. These benefits fully vest after 20 years of credited service. Firefighters may retire at age 50 with 20 years of service. A partially-vested benefit is provided for firefighters who terminate employment with at least 10 but less than 20 years of service. If a terminated firefighter has a partially vested benefit, the firefighter may retire starting on the date they would have both completed 20 years of service if they had remained a Denton firefighter and attained age 50. The present plan effective January 1, 2011 provides a monthly normal service retirement benefit, payable in a Joint and Two-Thirds to Spouse form of annuity, equal to 2.59% of Highest 36-Month Average Salary for each year of service. A retiring firefighter who is at least age 52 with at least 22 years of service has the option to elect the Retroactive Deferred Retirement Option Plan (RETRO DROP) which will provide a lump sum benefit and a reduced monthly benefit. The reduced monthly benefit is based on the service and Highest 36-Month Average Salary as if the firefighter had terminated employment on their selected RETRO DROP benefit calculation date, which is no earlier than the later of the date the firefighter meets the age 52 and 22 years of service requirements and the date four years prior to the date the firefighter actually retires. Upon retirement, the member will receive, in addition to the monthly retirement benefit, a lump sum equal to the sum of (1) the amount of monthly contributions the member has made to the Fund after the RETRO DROP benefit calculation date plus (2) the total of the monthly retirement benefits the member would have received between the RETRO DROP benefit calculation date and the date retired under the plan. There are no account balances. The lump sum is calculated at the time of retirement and distributed as soon as administratively possible. There is no provision for automatic postretirement benefit increases. The Fund has the authority to provide, and has periodically in the past provided, ad hoc postretirement benefit increases. Employees Covered by Benefit Terms In the December 31, 2019 actuarial valuation, the following numbers of members were covered by the Fund: Contributions The contribution provisions of the Fund are authorized by TLFFRA. TLFFRA provides the authority and procedure to change the amount of contributions determined as a percentage of pay by each firefighter and a percentage of payroll by the City. Inactive employees or beneficiaries currently receiving benefits87 Inactive employees entitled to but not yet receiving benefits 3 Active employees 199 Total 289 93 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2020 The funding policy of the Denton Firemen’s Relief and Retirement Fund requires contributions equal to 12.6% of pay by the firefighters, the rate elected by the firefighters according to TLFFRA. The City began contributing in December 2017 according to a new City funding policy. The ordinance defining it includes an actuarially determined contribution rate over a closed 25-year amortization period, a contribution rate of 18.5% for several years, a minimum rate standard, and City review and approval of each actuarial valuation. The December 31, 2019 actuarial valuation includes the assumption the City contribution rate will be 18.5% over the unfunded liability amortization period. The costs of administering the plan are paid from the Fund assets. The City’s contributions to the Fund for the year ended September 30, 2020 were $3,838,014. Ultimately, the funding policy also depends upon the total return of the Fund’s assets, which varies from year to year. Investment policy decisions are established and maintained by the board of trustees. For the calendar year ending December 31, 2019, the money-weighted rate of return on pension plan investments was 17.25%. This measurement of the investment performance is net of investment-related expenses, reflecting the effect of the timing of the contributions received and the benefits paid during the year. While the contribution requirements are not actuarially determined, state law requires that each change in plan benefits adopted by the Fund must first be approved by an eligible actuary, certifying the contribution commitment by the firefighters and the assumed city contribution rate together provide an adequate contribution arrangement. Using the entry age actuarial cost method, the plan’s normal cost contribution rate is determined as a percentage of payroll. The excess of the total contribution rate over the normal cost contribution rate is used to amortize the plan’s unfunded actuarial accrued liability (UAAL). The number of years needed to amortize the plan’s UAAL is actuarially determined using an open, level percentage of payroll method. Net Pension Liability The City of Denton’s net pension liability was measured as of December 31, 2019, and the total pension liability used to calculate the net pension liability was determined based on the actuarial valuation as of December 31, 2019. Actuarial Assumptions The total pension liability in the December 31, 2019 actuarial valuation was determined using the following actuarial assumptions, applied to all periods included in the measurement: Inflation 2.50% per year Overall payroll growth 3.00% per year, plus promotion, step and longevity increases that vary by service Investment Rate of Return 6.75%, net of pension plan investment expense, including inflation Mortality rates were based on the PubS-2010 (public safety) total dataset mortality tables employees and for retirees (sex distinct), projected for mortality improvement generationally using the projection scale MP- 2019. The long-term expected rate of return on pension plan investments is reviewed for each biennial actuarial valuation and was determined using a building-block method in which expected future net real rates of return (expected returns, net of pension plan investment expense and inflation) are developed for each major asset class. These components are combined to produce the long-term expected rate of return by weighting the expected future net real rates of return by the target asset allocation percentage (currently resulting in 4.96%) Total pension liability 121,442,365$ Plan fiduciary net position 103,815,795 City's net pension liability 17,626,570$ Plan fiduciary net position as a percentage of the total pension liability 85.5% 94 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2020 and by adding expected inflation (2.5%). In addition, the final 6.75% assumption was selected by “rounding down” and thereby reflects a reduction of 0.71% for adverse deviation. The target allocation and expected arithmetic net real rates of return for each major asset class are summarized in the following table: Discount Rate The discount rate used to measure the total pension liability was 6.75%. No projection of cash flows was used to determine the discount rate because the December 31, 2019 actuarial valuation showed expected contributions would pay the normal cost and amortize the unfunded actuarial accrued liability (UAAL) in 18 years. Because of the 18-year amortization period of the UAAL, the pension plan’s fiduciary net position is expected to be available to make all projected future benefit payments of current active and inactive members. Therefore, the long-term expected rate of return on pension plan investments of 6.75% was applied to all periods of projected benefit payments as the discount rate to determine the total pension liability. Asset Class Target Allocation Long-Term Expected Real Rate of Return (Arithmetic) Equities Large Cap Domestic 40.0%6.00% Small/Mid Cap Domestic 10.0%6.50% International Developed 10.0%6.50% Alternatives Master Limited Partnerships 8.0%6.50% Real Estate 15.0%4.50% Fixed Income 10.0%1.00% Cash 7.0%0.00% Total 100.0% 95 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2020 Changes in the Net Pension Liability Sensitivity of the Net Pension Liability to Changes in the Discount Rate The following presents the net pension liability of the City of Denton, calculated using the discount rate of 6.75%, as well as what the city’s net pension liability would be if it were calculated using a discount rate that is 1-percentage-point lower (5.75%) or 1-percentage-point higher (7.75%) than the current rate: Pension Plan Fiduciary Net Position The plan fiduciary net position reported above is the same as reported by the Fund. Detailed information about the plan fiduciary net position is available in the Fund’s separately issued audited financial statements, which are reported using the economic resources measurement focus and the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America. Revenues are recorded when earned, and expenses are recorded when a liability is incurred, regardless of the timing of the related cash flows. Investments are reported at fair value, the price that would be recognized to sell an asset in an orderly transaction between market participants at the measurement date. Total Pension Plan Fiduciary Net Pension Liability Net Position Liability (a) (b) (a) - (b) Balance at 12/31/2018 109,454,828$ 86,834,224$ 22,620,604$ Changes for the year: Service cost 3,723,960 - 3,723,960 Interest 7,497,583 - 7,497,583 Change of benefit terms - - - Difference between expected and actual experience 1,526,958 - 1,526,958 Changes of assumptions - - - Contributions - employer - 3,639,740 (3,639,740) Contributions - employee - 2,478,958 (2,478,958) Net investment income - 15,141,275 (15,141,275) Benefit payments, including refunds of employee contributions (4,206,975) (4,206,975) - Administrative expense - (71,427) 71,427 Assumption changes 3,446,011 - 3,446,011 Other changes - - - Net changes 11,987,537 16,981,571 (4,994,034) Balance at 12/31/2019 121,442,365$ 103,815,795$ 17,626,570$ Increase (Decrease) 1% Decrease in Current 1% Increase in Discount Rate Discount Rate Discount Rate (5.75%) (6.75%) (7.75%) City's net pension liability 33,482,434$ 17,626,570$ 4,170,220$ 96 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2020 Pension Expense and Deferred Outflows of Resources and Deferred Inflows of Resources Related to Pensions For the year ended September 30, 2020, the City recognized pension expense of $3,462,847. Amounts recognized in the fiscal year represent changes between the current and prior year measurement dates. This amount is included as part of personnel services expenses. At September 30, 2020, the City reported deferred outflows of resources and deferred inflows of resources related to the Fund from the following sources: Deferred outflows of resources related to pensions resulting from contributions subsequent to the measurement date of $2,969,141 will be recognized as a reduction of the net pension liability for the measurement year ending December 31, 2020 and the City’s fiscal year ending September 30, 2021. Other amounts reported as deferred outflows and inflows of resources related to pensions will be recognized in pension expense (income) as follows: B. Post-employment Benefits Other than Pensions (OPEB) The City of Denton provides for two post-employment benefit (OPEB) plans; one provides for post- employment medical care through a single-employer defined benefit medical plan (Medical OPEB), and the other is the Texas Municipal Retirement System Supplemental Death Benefits Fund (TMRS SDBF), a single- employer defined benefit OPEB plan. Both plans are described in detail below. Deferred Outflows Deferred Inflows of Resources of Resources Differences between projected and actual investment earnings -$ (5,706,534)$ Contributions subsequent to the measurement date 2,969,141 - Differences between expected and actual economic experience 2,774,972 (1,008,501) Difference in assumption changes 4,222,619 - Total 9,966,732$ (6,715,035)$ For the Year Net Deferred Ended September 30, Outflows/(Inflows) 2021 (1,081,158)$ 2022 (614,453) 2023 118,870 2024 (1,081,497) 2025 756,041 Thereafter 2,184,753 Total 282,556$ 97 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2020 Aggregate amounts for the two OPEB plans are as follows: Medical Benefits Plan Description The City of Denton provides post-employment medical care (OPEB) for retired employees through a single- employer defined benefit medical plan. The plan provides medical benefits for eligible retirees, their spouses and dependents though the City’s group health insurance plans, which covers both active and retired members. The benefits, benefit levels, and contribution rates are recommended annually by the City management as part of the budget process. Any changes in rate subsidies for retirees are approved by the City Council. Since an irrevocable trust has not been established, the plan is not accounted for as a trust fund. The plan does not issue a separate financial report. Benefits Provided The City provides post-employment medical, dental, and vision care benefits to its retirees. To be eligible for benefits, an employee must qualify for retirement under the Texas Municipal Retirement System or the Denton Firemen’s Relief and Retirement Plan. Retirees must make a one-time irrevocable decision to choose benefits at the time of retirement, after that their eligibility for the benefits ceases. However, retirees can move between plans and can add and drop dependents based on qualifying events. All medical care benefits are provided through the City’s self-insured health plan. The benefit levels are the same as those afforded to active employees. Employees Covered by the Benefit Terms In the December 31, 2019 actuarial valuation, the following number of employees were covered by the benefit terms: Funding Policy The plan premium rates are recommended annually by City management and approved by the City Council as part of the annual budget. The retiree’s contribution is the full amount of the actuarially determined blended premium rate less a subsidy dependent upon years of service at retirement. By providing retirees with access to the City’s healthcare plans based on the same rates it charges to active employees, the City is in effect providing a subsidy to retirees. This implied subsidy exists because, on average, retiree health care costs are higher than active employee healthcare costs. By the City not contributing anything toward this plan in advance, the City employs a pay-as-you-go method through paying the higher rate for active employees each year. The City contributes $40 per month for each five-year increment of service, up to $200 per month, toward the cost of retiree coverage. The full cost for dental and vision is paid by the retiree. Retirees are required to enroll in Medicare Part B once eligible (age 65) and are moved into a fully-insured Medicare Supplement plan at that time. The same City contribution level applies to the supplement. Medical OPEB TMRS SDBF Total Total OPEB liability 42,548,138$ 4,095,402$ 46,643,540$ Deferred outflows of resources 3,754,219$ 941,908$ 4,696,127$ Deferred inflows of resources 2,795,660 403,823 3,199,483 OPEB expense 3,574,235 378,580 3,952,815 Inactive employees or beneficiaries currently receiving benefits186 Active employees 1,492 Total 1,678 98 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2020 Medical OPEB Liability The City’s medical OPEB liability of $42,548,138 was measured as of December 31, 2019, the same date as the actuarial valuation. Actuarial Methods and Assumptions The medical OPEB liability in the December 31, 2019 actuarial valuation was determined using the following actuarial assumptions and other inputs, applied to all periods included in the measurement date, unless otherwise specified. Significant method and assumptions used for this fiscal year valuation were as follows: Actuarial Assumptions 12/31/2019 Valuation date December 31, 2019 Actuarial cost method Individual Entry-Age Normal Method Discount Rate 3.31% as of December 31, 2017 3.71% as of December 31, 2018 2.75% as of December 31, 2019 Inflation rate 2.50% per annum Projected salary increases 3.50% to 11.50% for TMRS, including inflation 3.00% to 9.18% for Fire, including inflation Healthcare trend rates Initial rate of 7.00% declining to an ultimate rate of 4.15% after 15 years Mortality TMRS: For healthy retirees, the gender-distinct 2019 Municipal Retirees of Texas mortality tables are used. The rates are projected on a fully generational basis using the ultimate mortality improvement rates in the MP tables to account for future mortality improvements. Firefighters: The gender-distinct PubS-2010 (safety employees) total data set mortality are used. The rates are projected on a fully generational basis using the projection scale MP-2019. Participation Rates 60% for employees retiring at age 65 or older; 45% for employees retiring between the ages of 50 and 64; 5% for employees retiring between the ages of 45 and 49; 0% for retirees under age 50 at retirement 99 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2020 Changes in the Medical OPEB Liability Total OPEB liability as a percentage of covered payroll was 36.04%. Sensitivity of the Medical OPEB Liability to Changes in the Discount Rate The following schedule shows the impact of the medical OPEB liability if the discount rate used was 1% less than (1.75%) and 1% greater than (3.75%) the discount rate that was used (2.75%) in measuring the medical OPEB liability: Sensitivity of the Medical OPEB Liability to Changes in the Healthcare Cost Trend Rate Assumption The following schedule shows the impact of the medical OPEB liability if the healthcare trend cost rate used was 1% less than (6.00%) and 1% more than (8.00%) the healthcare cost trend rate that was used (7.00%) in measuring the medical OPEB liability: Medical OPEB Expense and Deferred Outflows of Resources and Deferred Inflows of Resources Related to Medical OPEB For the year ended September 30, 2020, the City recognized medical OPEB expense of $3,574,235. At September 30, 2020, the City reported deferred outflows of resources and deferred inflows of resources related to medical OPEB from the following sources: Total Medical OPEB Liability Balance at 12/31/2018 40,182,078$ Changes for the year: Service cost 2,052,606 Interest 1,507,925 Difference between expected and actual experience (1,512,289) Changes of assumptions 1,444,810 Benefit payments (1,126,992) Net changes 2,366,060 Balance at 12/31/2019 42,548,138$ Current 1% Decrease Discount Rate 1% Increase (1.75%) (2.75%) (3.75%) Total medical OPEB liability 47,303,615$ 42,548,138$ 38,387,769$ Current Healthcare 1% Decrease Cost Trend Rate 1% Increase (6.00%) (7.00%) (8.00%) Total medical OPEB liability 38,978,237$ 42,548,138$ 46,787,609$ 100 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2020 Deferred outflows of resources related to OPEB contributions subsequent to the measurement date of $1,099,438 will be recognized as a reduction of the medical OPEB liability for the City’s fiscal year ending September 30, 2021. Other amounts reported as deferred outflows of resources related to the medical OPEB will be recognized in OPEB expense as follows: TMRS Supplemental Death Benefit Fund Plan Description The City of Denton voluntarily participates in the Texas Municipal Retirement System Supplemental Death Benefits Fund (TMRS SDBF). The SDBF is a defined benefit group-term life insurance Other Postemployment Benefit (OPEB) plan as defined by GASB Statement No. 75, Accounting and Financial Reporting for Postemployment Benefits Other Than Pensions. No assets are accumulated in a trust that meets the criteria in paragraph 4 of GASB Statement No. 75. It is established and administered in accordance with the TMRS Act identically to the City’s pension plan. Benefits Provided The SDBF provides group-term life insurance to City employees who are active members in TMRS, including or not including retirees. The City Council opted into this system via an ordinance, and may terminate coverage under, and discontinue participation in, the SDBF by adopting an ordinance before November 1st of any year to be effective the following January 1st. Payments from this fund are similar to group-term life insurance benefits, and are paid to the designated beneficiaries upon the receipt of an approved application for payment. The death benefit for active employees provides a lump-sum payment approximately equal to the employee’s annual salary (calculated based on the employee’s actual earnings for the 12-month period preceding the month of death). The death benefit for retirees is considered an “other postemployment benefit” (OPEB) and is a fixed amount of $7,500. As the SDBF covers both active and retiree participants with no segregation of assets, the SDBF is considered to be an unfunded OPEB plan. Deferred Outflows Deferred Inflows of Resources of Resources Differences between expected and actual economic experience -$ 1,455,499$ Changes in actuarial assumptions 2,654,781 1,340,161 Contributions subsequent to the measurement date 1,099,438 - Totals 3,754,219$ 2,795,660$ Year Ending Net Deferred September 30, Outflows/(Inflows) 2021 13,704$ 2022 13,704 2023 13,704 2024 13,704 2025 13,704 Thereafter (209,399) Total (140,879)$ 101 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2020 Employees Covered by the Benefit Terms In the December 31, 2019 actuarial valuation, the following number of employees were covered by the benefit terms: Contributions The City contributes to the SDBF at a contractually required rate as determined by an annual actuarial valuation, which was 0.17% for 2020 and 0.18% for 2019, of which 0.03% for both years, represented the retiree-only portion for each year, as a percentage of annual covered payroll. The rate is equal to the cost of providing one-year term life insurance. The funding policy for the SDBF program is to assure that adequate resources are available to meet all the death benefit payments for the upcoming year; the intent is not to prefund retiree term life insurance during employees’ entire careers. The City’s contribution to the SDBF for two years ended September 30, 2020 and 2019 were $175,649 and $169,485 respectively, representing contributions for both active and retiree coverage, which equaled the required contribution each year. Actuarial Methods and Assumptions The SDBF OPEB liability in the December 31, 2019 actuarial valuation was determined using the following actuarial assumptions: Salary increases were based on a service-related table. Mortality rates for active members, retirees, and beneficiaries were based on the following: Mortality rates for active members, retirees, and beneficiaries were based on the gender-distinct 2019 Municipal Retirees of Texas mortality tables. The rates are projected on a fully generational basis by scale UMP to account for future mortality improvements. For disabled annuitants, the gender-distinct 2019 Municipal Retirees of Texas mortality tables are used with a 4-year set forward for males and a 3-year set forward for females. In addition, a 3.5% and 3% minimum mortality rate is applied to reflect the impairment for younger members who became disabled for males and females, respectively. The rates are projected on a fully generational basis by scale UMP BB to account for the future mortality improvements subject to the floor. Administrative expenses for the SDBF are paid through the TMRS Pension Trust Fund and are wholly accounted for under the provisions of GASB Statement No. 68. Changes in assumptions reflect the annual change in the municipal bond rate. The actuarial assumptions used in the December 31, 2019 valuation were based on the results of an actuarial experience study for the period December 31, 2014 to December 31, 2018. Discount Rate The SDBF program is treated as an unfunded OPEB plan because the SDBF trust covers both actives and retirees and the assets are not segregated for these groups. As such, a single discount rate of 2.75% was used to measure the SDBF OPEB Liability. Because the plan is essentially a “pay-as-you-go” plan, the single discount rate is equal to the prevailing municipal bond rate. The source of the municipal bond rate was fixed- income municipal bonds with 20 years to maturity that include only federally tax-exempt municipal bonds as reported in Fidelity Index’s “20-year Municipal GO AA Index” as of December 31, 2019. Inactive employees or beneficiaries currently receiving benefits548 Inactive employees entitled to but not yet receiving benefits 179 Active employees 1,322 Total 2,049 12/31/2019 Inflation rate 2.50% per annum Discount rate 2.75% Actuarial cost method Entry Age Normal Method Projected salary increases 3.50% to 11.5% including inflation 102 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2020 Sensitivity of the SDBF OPEB Liability to Changes in the Discount Rate The following schedule shows the impact of the SDBF OPEB liability if the discount rate used was 1% less than (1.75%) and 1% greater than (3.75%) the discount rate that was used (2.75%) in measuring the medical OPEB liability: OPEB Liabilities, OPEB Expense, and Deferred Outflows of Resources Related to OPEBs At September 30, 2020 the City reported a liability of $4,095,402 for its Total SDBF OPEB liability. The total SDBF liability was determined by an actuarial valuation as of December 31, 2019. For the year ended September 30, 2020, the City recognized SDBF OPEB expense of $378,580. There were no changes of benefit terms that affected measurement of the Total SDBF Liability during the measurement period. Changes in the SDBF OPEB Liability Total OPEB liability as a percentage of covered payroll was 4.28%. Current 1% Decrease Discount Rate 1% Increase (1.75%) (2.75%) (3.75%) Total SDBF OPEB liability 5,010,171$ 4,095,402$ 3,392,689$ Total SDBF OPEB Liability Balance at 12/31/2018 3,445,749$ Changes for the year: Service cost 152,989 Interest 130,143 Difference between expected and actual experience (284,991) Changes of assumptions 680,198 Benefit payments (28,686) Net changes 649,653 Balance at 12/31/2019 4,095,402$ 103 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2020 At September 30, 2020, the City reported deferred outflows of resources and deferred inflows of resources related to other SDBF post-employment benefits from the following sources: The $134,072 reported as deferred outflows of resources related to SDBF OPEB resulting from contributions subsequent to the measurement date will be recognized as a reduction of the Total SDBF Liability for the year ending September 30, 2021. Other amounts reported as deferred outflows of resources related to SDBF OPEB will be recognized in OPEB expense as follows: C. Deferred Compensation Plan The City offers its employees a deferred compensation plan created in accordance with Internal Revenue Code Section 457. For the calendar years 2019 and 2020, the plan, available to all permanent City employees, permitted them to defer, until future years, up to $19,000 and $19,500, respectively. Employees who are age 50 or older may contribute an additional amount of $6,500, the total not to exceed $26,000 in 2020. Employees who are within three years of retirement eligibility may elect to participate in a catch-up provision allowed by Section 457, which has an annual maximum contribution amount of $38,000 in 2019 and $39,000 in 2020. The withdrawal of deferred compensation funds is only available to employees by loan, termination, retirement, death, or unforeseeable emergency. All amounts of compensation deferred under the plan, all property and rights purchased with those amounts, and all income attributable to those amounts, property or rights are, until paid or made available to the employee or other beneficiary, solely the property and rights of the employees. Accordingly, the assets and associated liability of the plan are not included in the City’s financial statements. It is the opinion of the City's legal counsel that the City has no liability for losses under the plan. D. Self-insurance Plan The City has established a self-insurance plan for liability and workers' compensation claims in the Risk Retention Fund. Accrued claims payable include provisions for claims reported and claims incurred but not Deferred Outflows Deferred Inflows of Resources of Resources Differences between expected and actual economic experience 104,277$ 237,174$ Changes in actuarial assumptions 703,559 166,649 Contributions subsequent to the measurement date 134,072 - Totals 941,908$ 403,823$ Year Ending Net Deferred September 30 Outflows/(Inflows) 2021 95,448$ 2022 95,448 2023 95,448 2024 55,532 2025 62,137 Total 404,013$ 104 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2020 reported. The provision for reported claims is determined by estimating the amount which will ultimately be paid for each claimant. The provision for claims incurred but not yet reported is estimated based on actuarial studies. It is the policy of the City of Denton not to purchase commercial insurance for workers' compensation claims or general liability. Commercial liability insurance coverage is purchased for airport operations, emergency medical services, take-home vehicles, and employee theft and dishonesty. Additionally, excess insurance is purchased for general liability, auto liability, public officials, and workers’ compensation exposures. The City reports liabilities when it is probable that a loss has occurred and the amount of that loss can be reasonably estimated. Liabilities include an amount for claims that have been incurred but not reported. Because actual claim liabilities depend on such complex factors as inflation, changes in legal doctrines, and damage awards, the process used in computing claims liability does not necessarily result in an exact amount. In January 2008, the City started a self-insured group employee health insurance plan. Claims are paid from the Health Insurance Fund, which has an annually negotiated stop loss provision. The City’s costs associated with the self-insurance plans are interfund transactions. Accordingly, they are treated as operating revenues of the Internal Service Risk Retention Fund and Health Insurance Fund and operating expenditures (expenses) of the other funds and employee payroll deductions. Claims liabilities are re-evaluated periodically to take into consideration settlement of claims, new claims and other factors. As of September 30, 2020, the estimated value of these liabilities was $5,093,793. Changes in balances of claims liabilities during fiscal years 2020 and 2019 were as shown as follows: On September 30, 2020, the City of Denton had a negative unrestricted net position of $2,785,297 in the Risk Retention Fund and an additional positive net position of $3,082,577 in the Health Insurance Fund for payment of claims, both in addition to the liability balances recorded. There were no significant reductions in insurance coverage from coverage in the prior year, and the amount of settlements did not exceed insurance coverage in the current year or in any of the past three fiscal years. E. Commitments and Contingencies Agreement with TMPA In 1976, the City, along with the cities of Bryan, Greenville, and Garland, Texas (the Cities) entered into a Power Sales Contract with the Texas Municipal Power Agency (TMPA). TMPA was created through concurrent ordinances of the Cities and is governed by a Board of Directors consisting of eight members, two appointed by the governing body of each city. Under the terms of the agreement, TMPA agreed to construct Claims Liability Beginning of Fiscal Year Claims and Change in Estimates Claims Payments Claims Liability End of Fiscal Year Workers' Compensation 2020 2,035,824$ 1,311,288$ 1,117,028$ 2,230,084$ 2019 1,790,669$ 594,989$ 349,834$ 2,035,824 General Liability 2020 720,136$ 488,684$ 259,226$ 949,594$ 2019 1,017,886$ 398,268$ 696,018$ 720,136 Health Insurance 2020 1,838,331$ 22,845,423$ 22,769,639$ 1,914,115$ 2019 1,974,963 21,910,864$ 22,047,496$ 1,838,331 105 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2020 or acquire electric generating plants to supply energy and power to the Cities for a period of not less than 35 years. The Cities in turn agreed to purchase all future power and energy requirements in excess of the amounts generated by their systems from TMPA at prices intended to cover operating costs and retirement of debt. In the event that revenues were insufficient to cover all costs and retire the outstanding debt, each of the cities guaranteed a portion of the unpaid debt based, generally, upon the pro rata share. TMPA, a municipal corporation, is governed by a Board of Directors consisting of eight members. The governing body of each of the four Cities appoints two members to the Board. An affirmative vote of five Directors, plus a weighted majority vote based on the respective energy usage of the Cities, is required for major decisions. The City pays TMPA a pro-rated monthly charge based on the City’s contractual portion of TMPA’s annual fixed operating costs and debt service payments, which is currently 21.3%. As of September 30, 2020, total TMPA long-term debt outstanding was approximately $220,348,000, all of which was transmission debt and has no effect on the term of the contract. All outstanding generation debt was paid off on September 1, 2018. In 2019, TMPA issued a request for proposal involving only the sale of generation assets. Proposals were received in August 2019, and TMPA entered into negotiations with one of the proposers. On December 10, 2020, the TMPA Board of Directors approved a fully negotiated Asset Purchase Agreement (APA) with Gibbons Creek Environmental Redevelopment Group LLC (GCERG), a subsidiary of Chara Solutions. As required by the TMPA Joint Operating Agreement, each TMPA member city was required to approve the APA. On January 26, 2021, the City Council approved the APA with GCERG. On February 20, 2021, TMPA and GCERG closed on the sale of the Gibbons Creek Steam Generation Plant and property. Through sale, GCERG acquired 6,200 acres including the plant, CCR units, and reservoir. GCERG must decommission the plant and remediate all CCR units to TCEQ/EPA standards. GCERG provides independent financial security to TMPA for remediation/decommissioning and post closure activities and certain land use limits imposed on CCR containing parcels. TMPA, and its member cities, will recognize a savings of approximately $48.02 million versus self-performance of remediation/decommissioning and post closure activities. The City’s share of saving is approximately $10.28 million. This sale to GCERG only includes the generation assets and TMPA retains the 10,000 plus acres associated with the mine land and all transmission assets. Effective September 1, 2016, TMPA and the Member Cities entered into a Joint Operating Agreement (JOA). In general, the purposes of the JOA include: (i) funding TMPA operations such as mine reclamation, transmission service, and plant decommissioning following expiration of the Power Sales Contract (PSC); (ii) subject to certain exceptions, requiring Member City approval for the issuance of new debt, the execution of certain significant contracts, and the sale of property exceeding $10 million in value; (iii) specifying provisions for determining how costs of TMPA and proceeds from the sale of assets are to be allocated among the Member Cities; (iv) providing for the establishment by TMPA of reserve funds for the decommissioning of the plant and the indemnification of TMPA Board Members and Member City officials, employees, contractors, and agents; and (v) dividing the operations of TMPA into three business functions (mine, generation, and transmission) and requiring separate budgets and books for each business function. The PSC provides upon dissolution of TMPA, the assets of TMPA automatically being transferred to the Member Cities, with each Member City receiving an undivided interest in the assets of TMPA in proportion to the amount paid by the Member City to TMPA. The JOA requires TMPA to periodically make this calculation for each business unit, and sets out formulas for making these calculations. Under the JOA, these ownership calculations are relevant not only to the allocation of assets upon dissolution of TMPA, but also to the allocation of certain proceeds from the sale of assets, and in some cases, the allocation of TMPA costs. At the request of a majority of the Member Cities, TMPA is required by the JOA to transfer a divided interest in the transmission system to each Member City. Under this partition process, the objective is for each City to receive ownership of transmission facilities in the vicinity of the Member City, and in proportion to the Member City’s ownership interest in the transmission business. Any such transfer of transmission assets must be in compliance with relevant bond covenants, including those requiring defeasance of all or a portion of transmission debt. 106 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2020 The JOA included a reclamation plan for the mine, required the development of a decommissioning plan, and set out standards for environmental remediation. TMPA is required to comply with these plans and standards. Under the JOA, in discharging its contractual obligations, including mine reclamation, decommissioning, transmission service, environmental remediation, indemnification, and other obligations, TMPA is rendering services to the Member Cities. The JOA obligates each Member City to pay the cost of these services, and to collect rates and charges for electric service sufficient to enable it to pay to TMPA all amounts due under the JOA for these services. The City’s payment obligations under the JOA are payable exclusively from such electric utility revenues, and constitute an operating expense of the electric system. Unless terminated earlier through the mutual consent of all parties, the JOA remains in effect until the dissolution of TMPA and the winding up of its affairs. Effective September 1, 2016, the JOA was amended (Amendment No. 1). The primary purposes of the amendment were to authorize the sale of Gibbons Creek and the sale of the Southern 345 kV Transmission System and to authorize the issuance of refunding bonds in connection with such sales. As the sale contemplated by Amendment No. 1 did not occur, by its own terms, Amendment No. 1 ceased to have any force or effect. Effective September 22, 2017, the JOA was amended a second time (Amendment No. 2). The purposes of this amendment are to: continue TMPA’s authority to issue mine reclamation bonds as had been contemplated in Amendment No. 1; revise the dates on which the separate budgets of the JOA become effective; authorize TMPA to sell certain mining and transmission assets, provided the sales do not exceed in value certain financial thresholds, and provided the sales comply with bond covenants; and allow for an extension to the term of the PSC, applicable only to the cities notifying TMPA of the extension, in order to complete a period of seasonal operation in 2018, or such other period of time as desired by the notifying cities. Pursuant to this provision, the City extended the PSC from September 1, 2018 to September 30, 2018, in order to complete the period of 2018 seasonal operation. As of September 30, 2018, the PSC had expired for all member cities. On September 17, 2019 the JOA was amended (Amendment No. 3). The amendment defined portions specific to the generation business that had been tied to the expired PSC and clarified all board members may vote on matters involving decommissioning and the sale of the plant. It exempted financial commitments related to bonding from the requirement to obtain approval of all Member Cities relating to certain budget increases. This is to address concerns by the Attorney General of Texas that a potential situation could arise where a Member City could interfere with TMPA’s existing bond deposit requirement obligations (“bond reserve equivalent”) should that obligation require a 20% increase over the previous year’s budget. The amendment also allows for the sale of mine tracts only after the completion of mine reclamation. This would permit the sale of a mine tract subject to bonding provided that the conveyance reserves easements, leases, or other property rights are reserved to enable TMPA to complete reclamation. On November 12, 2019 the JOA was amended (Amendment No. 4). This amendment modified the agreement to make it unambiguous that in the event that all mining assets are sold, all Member Cities shall remain responsible for the costs of closing the mining operation according to each’s percentage share and that these are included: “all obligations are discharged with respect to mine reclamation bonds, surety bonds, banking agreements, letters of credit, and other financial commitments related to providing financial security or assurance for TMPA’s mine reclamation responsibilities.” Additionally, it modified the agreement by removing the cap on sales of the mining assets. The restriction that sales must be of fair market value remains. Effective September 26, 2017, Gibbons Creek transitioned into a seasonal operations mode, operating during the summer months only (May-September). Due to the significant decline in service utility of the generation assets, such assets were deemed largely impaired as of September 30, 2017. On June 1, 2019, the TMPA Board of Directors voted to permanently retire the generation facility. The City also wholly impaired its TMPA prepaid purchase power due to the retirement. The City has recorded $25,682,691 in Other Assets in the Electric fund to be amortized over the remaining 4.5 remaining years. 107 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2020 Selected financial statement information of TMPA is as follows: Financial statements for TMPA are available from the TMPA website www.texasmpa.org. Power Purchase Agreements Following is a list of power purchase agreements in effect as of the publication date of these financial statements as well as agreements entered into subsequent to year. The information provided is all that is allowed under the confidentiality provision(s) of the particular agreements. Denton Power, Landfill-Gas Combustor - In 2008, the City entered into a 16-year power purchase agreement with Denton Power, LLC. Under the agreement, the City purchases 1.6 MW of output from a landfill gas- fired electric generating facility located at the City’s landfill. This contract was terminated in September 2020 when the City purchased the assets of Denton Power, LLC. NextEra - In 2009, the City entered into a power purchase agreement for firm energy and associated renewable energy credits with NextEra Energy Power Marketing, LLC. Santa Rita, Wind - In 2016, the City entered into a 20-year power purchase agreement for wind energy, capacity, and environmental attributes with Santa Rita Wind Energy, LLC. NextEra - In 2015, the City entered into a 20-year power purchase agreement with Bluebell Solar Energy, LLC, a subsidiary of NextEra Energy, Inc. Under the agreement, the City purchases solar energy, capacity, and environmental attributes commencing from the commercial operation date which was November 2018. Engie - In 2018, the City entered into a 15-year power purchase agreement with Engie Long Draw Solar, LLC. Under the agreement, which is scheduled to end June 2035, the City will purchase 75 MW of solar generation and environmental attributes. The in-service date was December 29, 2020. NextEra - In 2018, the City entered into a 15-year power purchase agreement with Bluebell Solar II Energy, LLC, a subsidiary of NextEra Energy, Inc. Under the agreement, the City will purchase 100 MW of solar generation and environmental attributes. Commercial operation was achieved on December 28, 2020. Samson Solar - In 2018, subsequent to year-end, the City of Denton entered into a 15-year power purchase agreement with Samson Solar Energy, LLC. Under the agreement, which is scheduled to end in 2037, the city will purchase 75 MW of solar generation and environmental attributes. Projected in-service date is summer 2022. 2020 2019 (000s) (000s) Operating revenues $ 54,237 $ 53,306 Operating expenses 19,102 152,062 Operating income 35,135 (98,756) Other non-operating sources (uses) 4,406 107,438 Current unrestricted assets 39,289 47,559 Total assets and deferred outflows 368,164 366,203 Long-term debt – Noncurrent 215,768 213,298 Total liabilities 380,362 381,676 Total net position (12,198) (15,473) September 30 (Unaudited) 108 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2020 Encumbrances As discussed in note I.D., Budgetary information, encumbrances are utilized to the extent necessary to assure effective budgetary control and accountability and to facilitate effective cash planning and control. At year end the amount of encumbrances in governmental funds expected to be honored upon performance by the vendor in the next year were as follows: F. Tax Abatements The City enters into economic development incentive agreements with entities to promote development and redevelopment within the City, stimulate commercial activity, generate additional sales tax, and enhance the property tax base and economic vitality of the City. Some agreements provide for an abatement of property taxes, while others provide for a rebate of a portion of sales and use tax or a portion of ad valorem (property) tax, as established per the agreements. The incentives are performance-based, and the City generally expects to receive increased revenue as a result of the agreements. These incentive agreements require approval by a City Council ordinance and are authorized under Chapter 312 (Property Redevelopment and Tax Abatement Act) of the Texas Tax Code and Chapter 380 of the Texas Local Government Code. Property Tax Abatements Tax abatements under Chapter 312 of the Texas Tax Code allow the City to designate tax reinvestment zones and negotiate tax abatement agreements with applicants. In 1990, the City Council adopted a resolution setting guidelines and criteria for granting abatements in the reinvestment zones which specifically notes incentives are limited to companies which create new wealth and do not adversely affect existing businesses operating within the City. The City is required to renew/adopt a Tax Abatement Policy every two years in accordance with Chapter 312 of the Texas Tax Code. The last policy was adopted in March of 2020. The abatement agreements authorize the appraisal districts to reduce the assessed value of the taxpayer’s property by a percentage specified in the agreement, and the taxpayer will pay taxes on the lower assessed value during the term of the agreement. For the fiscal year ended September 30, 2020, the City abated property taxes totaling $200,574 under this program, as detailed in the following agreements: Peterbilt – In 2016, a 70% tax abatement agreement for a term of eight years was granted to Peterbilt Motors on new capital investments, including the construction of a new stand-alone 102,000 square foot building. The abatement amount for the current fiscal year was $170,517. West Gate Business Park (WGBP) – In 2016, a 60% tax abatement agreement for a term of ten years was granted to WGBP on new capital investments only to include Buildings 2 and 3 in the business park. WGBP could receive an additional 10% abatement for the location of a supplier to an existing primary industry and/or an additional 5% for the location of a national headquarters for a total abatement of up to 75%. In the event of a failure to meet the conditions of the agreement, an increased assessed value of real property of at least $3 million, the agreement provides for a full refund of all abatements previously granted plus interest. The abatement amount for the current fiscal year was $30,057. The City has an additional abatement agreement not listed above becoming effective in future fiscal years should the grantee meet the obligations of the agreement. The agreement is for Tyson Sales and Distribution. General Fund 1,732,934$ Capital Projects Fund 53,974,286 Nonmajor Governmental Funds 2,034,143 Total 57,741,363$ 109 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2020 Chapter 380 Agreements The City Council has the authority under Chapter 380 of the Texas Local Government Code to grant or loan City funds in order to accomplish specific economic development goals. These incentives are considered on a case-by-case basis. The City has target industry sectors for recruitment that will be given priority consideration: aviation/aerospace, advanced manufacturing, renewable energy, research and development, information technology, supply chain for existing primary employers, and significant consumers of municipal utilities. Consideration may also be given for projects causing infill redevelopment or other desirable development objectives and/or any other activity which the City Council determines meets a specific public purpose for economic development. Each agreement is based on the contribution in sales, property, and/or hotel tax. For the fiscal year ended September 30, 2020, the City rebated sales taxes totaling $2,735,854, property taxes totaling $690,266 ($195,734 of which was paid out of the Westpark TIRZ No. Two), and hotel occupancy taxes totaling $462,775 as detailed in the following agreements: Denton Crossing – In 2001, an agreement was approved for the 500,000 square foot, $50 million Denton Crossing retail center. The grantee receives one-third of the City sales tax, or 0.5%, generated by the project for a maximum of fifteen years as reimbursement for public improvement costs related to the project not to exceed $7,250,000 plus accrued interest. The tax rebates initiated in 2005 and terminated in 2020. The tax rebate amount for the current fiscal year was $421,200, which was the final rebate under this agreement. Unicorn Lake – In 2004, an agreement was approved for Unicorn Lake, an urban-style mixed-use development. The grantee receives one-third of the City sales tax, or 0.5%, generated by the project for a maximum of fifteen years as reimbursement for public improvement costs related to the project not to exceed $6,664,901 plus accrued interest. The tax rebates initiated in 2010 and will terminate in 2024. The tax rebate amount for the current fiscal year was $46,974. Rayzor Ranch – In 2007, an agreement was approved for the Rayzor Ranch mixed-use development. The 410-acre project will have over one million square feet of retail and will be built in two phases. The agreement provides a sales tax reimbursement of one half of the City sales tax, or 0.75%, generated by the project for public improvement costs, which include the widening of a state highway bisecting the project. The grantee will receive a maximum of $20 million over a 15 year term for phase one and a maximum of $48 million over a term of 20 years for phase two. An additional 15% of the City sales tax, or 0.225%, was added to both phases to offset the hotel and convention center costs until $5 million is reached. As of the current fiscal year, the tax rebate amount for phase one was $1,255,510 and the tax rebate amount for phase two was $765,244. Golden Triangle Mall – In 2011, an agreement was approved for a major renovation of the Golden Triangle Mall. A threshold of a minimum $45 to $65 million was required as an investment into the property to receive a one half share of the sales tax resulting from the renovations, less a monthly mall baseline amount established at $95,898. The total grant payments may not exceed 15.83% of the required investment. GTM Development has invested $49.5 million in the development. Tenant investments in the property amounted to $8.8 million, for a total invest of $58.3 million. Based on this total investment the total grant payment should not exceed $9.2 million. The tax rebates initiated in 2016 and will terminate in 2035. The tax rebate amount for the current fiscal year was $19,734. It should be noted that the rebate decreased due to the pandemic and the closure of DSW in August 2019. A Conn’s and Fitness Connection have opened to fill the former Sears and DSW anchor sites. Mayday Manufacturing – In 2012, an agreement was approved for Mayday Manufacturing/Tailwind Technologies for the relocation of the business and expansion of a manufacturing facility. The agreement provides a 75% tax rebate on the increment of property tax revenue generated above the 110 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2020 base valuation for a period of ten years. In the event of a failure to meet the conditions of the agreement, an increased assessed value of real property of at least $3 million, the agreement provides for a 50% refund of all rebates previously granted. The tax rebate amount for the current fiscal year was $32,830. West Gate Business Park – In 2015, an agreement was approved for West Gate Business Park (WGBP) for industrial development and provided for a 70% rebate of increased City property tax revenue generated for a period of ten years. WGBP includes three multi-tenant buildings totaling 413,000 square feet of new industrial/manufacturing space in the City. In 2016 the agreement was amended to include a 70% rebate on Building 1 improvements and to add a one-time grant payment in the amount of $50,000. The tax rebate amount for the current fiscal year was $35,979. WinCo Foods – In 2015, an agreement was approved for WinCo Foods for a $135 million, 800,000 square foot distribution facility expected to create 165 jobs with an annual payroll of around $7.2 million. In the event of a failure to meet the conditions of the agreement, the agreement provides for a 20-50% refund of all rebates previously granted, depending on the timing of a failure. WinCo received reimbursement for infrastructure financing from Water and Wastewater funds and a local sales and use tax grant for the construction and equipping of the facility in prior fiscal years, completing those portions of the agreement. The active portion of the agreement provides for the following: A grant equal to 100% of the incremental property tax generated by the property and paid into the Tax Increment Fund by both the City and the County, paid annually until the full reimbursement of the project costs for public improvements is reached. The tax rebate amount out of the Westpark TIRZ No. Two for the current fiscal year was $195,734, with $141,679 being the City portion of the tax rebate and $54,055 being the County portion of the tax rebate. A grant equal to 60% of City property taxes attributable to improvements resulting in an increase of assessed value of real property improvements and tangible personal property, paid annually until full reimbursement of the project costs for public improvements is reached. Once this full reimbursement is reached, the 60% property tax rebate will continue for a period of four years as long as the increase in investment in improvements is $50 million excluding purchase price of the property. The tax rebate amount for the current fiscal year was $270,401. O’Reilly Hotel Partners Denton – In 2015, an agreement was approved for O’Reilly Hotel Partners Denton for a convention center with a hotel and restaurant located in the Rayzor Ranch Town Center. The agreement includes a 100% rebate of the property tax (excluding land, inventory, vehicles, and supplies), hotel occupancy tax, and sales tax generated by the project. The term is for a maximum of 25 years or a combined principal ($28 million) and interest ($26 million) amount of $54 million is reached, whichever comes first. The agreement also includes 100% rebate of the construction sales tax up to $850,000, then 50% thereafter. The construction sales tax rebate portion of the agreement was completed in fiscal year 2018. In the event of a failure to meet the conditions of the agreement, the agreement provides for a 100% refund of all rebates granted in the previous year. The sales tax, property tax, and hotel occupancy tax rebate amounts for the current fiscal year were $46,398, $155,322, and $462,775, respectively. Buc-ee’s Travel Center – In 2015, an agreement was approved for Buc-ee’s Travel Center. The agreement provides a sales tax reimbursement of one half of the City sales tax, or 0.75%, generated from businesses located within the property boundaries for a five year period. At the conclusion of the 111 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2020 sales tax reimbursement term, the City has agreed to a one-time cash grant payment of $2 million minus the total sales tax previously reimbursed, only if the grantee has not received a full $2 million in sales tax reimbursements. In addition, at the conclusion of the sales tax reimbursement term, the agreement provides a sales tax reimbursement infrastructure grant of one half of the City sales tax, or 0.75%, generated by the Buc-ee’s Travel Center and developed outparcels that contain sit-down restaurants or retail establishments for a period of twenty years. The City has also agreed to pay the grantee one quarter of the City sales tax, or 0.375%, generated by outparcels not included in the previously mentioned infrastructure grant, including fast food restaurants and drive-through uses. The tax rebate amount for the current fiscal year was $180,795. The City has one additional Chapter 380 agreement not listed above becoming effective in future fiscal years should the grantee meet the obligations of the agreement. The agreement is for United States Cold Storage. G. Litigation Various claims and lawsuits are pending against the City. In accordance with GAAP, those judgments considered “probable” are accrued (see case below), while those claims and judgments considered “reasonably possible” are disclosed but not accrued. In the opinion of City management and legal counsel, the maximum amount of all significant claims considered reasonably possible, excluding condemnation proceedings and the item described following, is approximately $500,000 as of September 30, 2020. Potential losses after insurance coverage on all probable claims and lawsuits will not have a material effect on the City's financial position as of September 30, 2020. Michael Grim and Jim Maynard v. City of Denton This case is a whistleblower retaliation lawsuit that was tried before a Dallas County jury. After a lengthy trial, involving disputed issues of law that were properly preserved for appeal, the jury awarded roughly $4.0 million in damages to the two plaintiffs, and the City has filed an appeal. Plaintiffs alleged that their terminations were in retaliation for their report to the City Attorney of an individual City Council member’s release of proprietary vendor data to the press. The City’s position was that Plaintiffs were actually fired at will for lying to management about their participation in hunting and fishing trips with the vendors who ultimately won the bids on a city project. Based on the current jury judgment, the City has accrued the $4 million as a long-term liability in the Electric fund, even though the trial court’s final judgment reduced the jury verdict to $2.7 million by the application of statutory caps on damages. It is possible that the judgment may be reversed or modified on appeal. H. Subsequent Events The City has evaluated all events or transactions that occurred after September 30, 2020 up through March 12, 2021, the date the financial statements were issued. Debt Issuance In December 2020, the City issued $14,150,000 ($12,735,000 of which is included as part of business-type activities) of general obligation refunding bonds. The bonds’ reacquisition price exceeded the net carrying amount of the old debt by $340,776, ($310,802 of which is reported as a loss in business-type activities). This amount is being amortized over the remaining life of the refunded debt, which is the same as the life of the new debt issued. This current refunding was undertaken to reduce total debt service payments over 10 years by $3,624,333 and resulted in a net present value savings of $3,444,385. Weather Event and the Electric Industry The State of Texas has recently experienced unprecedented freezing temperatures that put pressure on the availability of electric power within the State during the period beginning on Saturday, February 13, 2021 through Friday, February 19, 2021 (the “Weather Event”). Due to the prolonged freezing temperatures, energy demand far exceeded the generation available across the State of Texas. Additionally, the cold weather also 112 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2020 caused some of the electric producing facilities in the Electric Reliability Council of Texas (“ERCOT”) service area to experience mechanical failures of the equipment needed to provide and distribute the energy. The power outages affected many municipally-owned and privately-owned utilities in the State, including the City’s Electric Utility System. Due to the high demand for power and the limited availability of the power, the purchase price for power increased dramatically during the period of the Weather Event. These energy price increases have resulted in utilities, including the System, needing to access their financial reserves to make payment to ERCOT for the power purchased necessary to service their customers. Over the period from February 16 to March 1, 2021, the City paid over $210.1 million to ERCOT for electric power and received from ERCOT payments for electric power generated by the City and other credits of approximately $76.3 million, for a net expenditure of approximately $133.8 million during this period. These power purchases are unparalleled, and the 14-day total far exceeds typical costs for an entire year for the City. As a comparison, the electric power purchase expenses for the City were $97,075,122 for fiscal year 2019 and $63,764,110 for fiscal year 2020. In addition, the price of natural gas, which is used as fuel for the City’s electric generating facilities, increased dramatically during the period of the Weather Event. As of February 14, 2021, the City’s Electric Fund balance was approximately $105 million. Prior to the Weather Event, the Electric Fund was considered fully-funded in accordance with the City’s fund balance policy, which provides for a minimum fund balance of $48.5 million, and substantial to meet unforeseen operational needs. Since the beginning of the Weather Event, the City evaluated all options to make available the cash necessary for power expenses. To meet immediate cash flow needs for electric power purchases, the City utilized cash in the Electric Fund and issued $100 million of Extendable Commercial Paper (“ECP”) Notes on Friday, February 19, 2021. The maximum principal amount of ECP Notes that may be outstanding, as approved by City Council ordinance, is $300 million to provide additional capacity for additional electric power purchases, replenishing reserves used for power purchases, and for other authorized purposes under the ECP Note program. The ECP Notes may be “rolled” by the City with new ECP Notes issued under the program, or the City may refund the ECP Notes with long-term bonds, allowing the costs to be recovered over multiple years instead of realizing the substantial cost in the short term, if the City determines that would be in its best interests. The extreme electric power prices during the Weather Event caused numerous retail electric provider market participants located in the service area of ERCOT to be unable to pay the amount owed to ERCOT for that power. The City has received notice from ERCOT that if ERCOT market participants “short-pay” amounts due for power purchases, then, because of unavailability of adequate funds to fully pay generation market participants, the other market participants, including the City, will be required to pay their proportionate share of the amounts owed by the defaulting party or parties through a mechanism in the ERCOT protocols known as “uplift.” The City filed a lawsuit against ERCOT on February 25, 2021, in the District Court of Denton County, Texas, asking for temporary and permanent injunctions on payment by the City for short-pay amounts by others. The court granted a temporary restraining order on that date in favor of the City, which is being challenged by ERCOT. The City cannot predict the likelihood of success of the litigation against ERCOT or the amounts the City would be required to pay under the uplift mechanism. The City is reviewing the impact that the Weather Event has had on the System and its financial condition. On the date of these financial statements, the City is unable to predict the full scope or impact that the Weather Event may have on the System or the City in general. The City will continue to review options to address and manage the financial impact of the Weather Event, which could include the issuance of additional ECP Notes to provide short term liquidity and cash flow relief, federal or state financial assistance, or other financial arrangements designed to address the need. The 87th Regular Session of the Texas Legislature (the “87th Session”) is currently in session. The Governor and Lieutenant Governor of the State, among other legislators, have identified ERCOT reform and power grid stability as priorities during the 87th Session as a result of the Weather Event. The City cannot make any representations regarding what actions will be taken by the 87th Legislature and how any such actions may impact the System. 113 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2020 Rating Agency Actions On February 26, 2021, Standard & Poor’s (“S&P”), confirmed and assigned a short-term rating of “A-1+” on the ECP Notes in conjunction with the increase in the size of the ECP Note program from $100 million to $300 million. See “Ratings” herein. On February 26, 2021, S&P also confirmed its “AA-” long-term rating on the City’s outstanding System revenue bonds but revised the outlook to negative from stable. On February 24, 2021, Fitch Ratings (“Fitch”) announced that it was placing all Texas public power utilities and electric cooperatives on rating watch negative. As a result, the City’s outstanding System revenue bonds are now rated “A+” (Rating Watch Negative) by Fitch. Fitch does not provide a rating on the ECP Notes. I. New Accounting Pronouncements The following statements for the GASB are effective for future fiscal years ending as listed below. The City is in the process of reviewing and evaluating these statements and their potential impact on the City’s financial statements. Statement No. 84 “Fiduciary Activities” – This Statement improves guidance regarding the identification of fiduciary activities for accounting and financial reporting purposes and how those activities should be reported. The focus is generally on whether a government is controlling the assets of the fiduciary activity and on the beneficiaries with whom a fiduciary relationship exists. This Statement will become effective for the City in fiscal year 2021. Statement No. 87 “Leases” – This Statement is to improve the accounting and financial reporting for leases by governments by requiring recognition of certain lease assets and liabilities previously classified as operating leases. It establishes a single model for lease accounting based on the principle that leases are financing the right to use an underlying asset. Under this Statement, a lessee is required to recognize a lease liability and an intangible right-to-use lease asset, and a lessor is required to recognize a lease receivable and a deferred inflow of resources, enhancing the relevance and consistency of information about leasing activities. This Statement will become effective for the City in fiscal year 2022. Statement No. 89 “Accounting for Interest Cost Incurred before the End of a Construction Period” – This Statement establishes accounting requirements for interest cost incurred before the end of a construction period. This Statement requires these interest costs be recognized as an expense in the period in which the cost is incurred instead of being included in the cost of capital assets reported in a business-type activity or enterprise fund. This Statement will become effective for the City in fiscal year 2021. Statement No. 90 “Majority Equity Interests – an amendment of GASB Statements No. 14 and No. 61” – This Statement defines a majority equity interest in a legally separate organization, establishes financial consistency and comparability of reporting a government’s majority equity interest, and improve the relevance of financial statement information for certain component units. This Statement will become effective for the City in fiscal year 2021. **** 114 115 CITY OF DENTON, TEXAS Exhibit XII REQUIRED SUPPLEMENTARY INFORMATION TEXAS MUNICIPAL RETIREMENT SYSTEM SCHEDULE OF CHANGES IN NET PENSION LIABILITY AND RELATED RATIOS LAST SIX FISCAL YEARS (PREVIOUS YEARS ARE NOT AVAILABLE)1 Measurement Measurement Measurement Measurement Measurement Measurement Year Year Year Year Year Year 2014 2015 2016 2017 2018 2019 Total pension liability: Service Cost 10,667,694$ 12,615,957$ 13,925,238$ 14,514,171$ 14,990,529$ 16,283,811$ Interest (on the total pension liability)25,182,941 26,905,700 27,656,654 29,543,513 31,468,411 33,434,342 Difference between expected and actual experience (171,241) (1,525,911) 763,589 1,514,980 1,255,443 2,005,979 Change of assumptions - (428,789) - - - 1,438,798 Benefit payments, including refunds of employee contributions (11,387,617) (12,697,735) (13,023,330) (16,349,644) (18,238,039) (20,234,184) Net change in total pension liability 24,291,777 24,869,222 29,322,151 29,223,020 29,476,344 32,928,746 Total pension liability - beginning 360,116,261 384,408,038 409,277,260 438,599,411 467,822,431 497,298,775 Total pension liability - ending (a)384,408,038$ 409,277,260$ 438,599,411$ 467,822,431$ 497,298,775$ 530,227,521$ Plan fiduciary net position: Contributions - employer 13,065,763$ 13,615,410$ 14,046,860$ 14,821,752$ 15,107,443$ 16,255,126$ Contributions - employee 4,991,415 5,365,231 5,712,464 6,014,227 6,175,407 6,693,287 Net investment income 16,867,596 469,530 21,947,635 48,954,660 (12,175,765) 61,399,432 Benefit payments, including refunds of employee contributions (11,387,617) (12,697,735) (13,023,330) (16,349,644) (18,238,039) (20,234,184) Administrative expense (176,083) (285,957) (247,766) (253,578) (235,169) (346,657) Other (14,477) (14,123) (13,349) (12,851) (12,287) (10,413) Net change in plan fiduciary net position 23,346,597 6,452,356 28,422,514 53,174,566 (9,378,410) 63,756,591 Plan fiduciary net position - beginning 294,819,596 318,166,193 324,618,549 353,041,063 406,215,629 396,837,219 Plan fiduciary net position - ending (b)318,166,193$ 324,618,549$ 353,041,063$ 406,215,629$ 396,837,219$ 460,593,810$ Net pension liability - ending (a) - (b)66,241,845$ 84,658,711$ 85,558,348$ 61,606,802$ 100,461,556$ 69,633,711$ Plan fiduciary net position as a percentage of total pension liability 82.77%79.32%80.49%86.83%79.80%86.87% Covered payroll 71,025,494$ 76,646,157$ 81,481,789$ 85,227,078$ 88,179,581$ 95,618,386$ Net pension liability as a percentage of covered payroll 93.26%110.45%105.00%72.29%113.93%72.82% 1Schedule is intended to present information for ten years. Additional years of information will be presented as they become available. 116 CITY OF DENTON, TEXAS Exhibit XIII REQUIRED SUPPLEMENTARY INFORMATION TEXAS MUNICIPAL RETIREMENT SYSTEM SCHEDULE OF CONTRIBUTIONS LAST TEN FISCAL YEARS (Unaudited) (a)(b)(c)(d) Contributions Contributions in Relation to Contribution as a Percentage Actuarially the Actuarially Excess of Covered Fiscal Determined Determined (Deficiency)Covered Payroll Year Contributions Contributions (b) - (a)Payroll (b)/(d) 2011 11,580,085 9,579,358 (2,000,727) 58,139,688 16.48% 2012 11,475,702 10,435,001 (1,040,701) 60,340,212 17.29% 2013 12,174,640 12,171,482 (3,158) 64,940,234 18.74% 2014 12,912,746 12,911,461 (1,285) 69,872,024 18.48% 2015 13,507,272 13,507,272 - 75,379,632 17.92% 2016 14,435,638 14,435,638 - 83,127,601 17.37% 2017 14,648,606 14,648,606 - 84,753,377 17.28% 2018 14,931,800 14,931,800 - 86,832,074 17.20% 2019 16,035,042 16,035,042 - 94,158,313 17.03% 2020 17,562,597 17,562,597 - 101,964,029 17.22% Notes to Schedule: Methods and assumptions used to determine contribution rate for 2020: Actuarial Cost Method Entry Age Normal Amortization Method Level Percentage of Payroll, Closed Remaining Amortization Period 26 Years (Equivalent Single Amortization Period of 15.6 years) Asset Valuation Method 10 Year Smoothed Market; 12% Soft Corridor Inflation 2.50% Salary Increases 3.50% to 11.50% including inflation Investment Rate of Return 6.75% Retirement Age Mortality Other There were not benefit changes during the year Actuarial determined contribution rates are calculated as of December 31st and become effective in January, 13 months later. Contributions above do not include contributions into the supplemental death benefit fund. Experience-based table of rates that are specific to the City's plan of benefits. Last updated for the 2019 valuation pursuant to an experience study of the period 2014 - 2018. Post-retirement: 2019 Municipal Retiress of Texas Mortality Tables. The rates are projected on a fully generational basis with scale UMP. Pre-retirement: PUB(10) mortality tables, with the Public Safety table used for males and the General Employees table used for females. The rates are projected on a fully generational basis with scale UMP. 117 CITY OF DENTON, TEXAS Exhibit XIV REQUIRED SUPPLEMENTARY INFORMATION DENTON FIREMEN'S RELIEF AND RETIREMENT FUND SCHEDULE OF CHANGES IN NET PENSION LIABILITY AND RELATED RATIOS LAST SIX FISCAL YEARS (PREVIOUS YEARS ARE NOT AVAILABLE)1 Measurement Measurement Measurement Measurement Measurement Measurement Year Year Year Year Year Year 2014 2015 2016 2017 2018 2019 Total pension liability: Service Cost 2,747,253$ 2,836,263$ 3,089,911$ 3,182,608$ 3,615,495$ 3,723,960$ Interest (on the total pension liability)5,685,396 5,998,959 6,135,588 6,493,255 7,049,261 7,497,583 Difference between expected and actual experience - (2,063,421) - 2,040,716 - 1,526,958 Change of assumptions - 2,331,908 - - - 3,446,011 Benefit payments, including refunds of employee contributions (4,036,009) (4,048,358) (4,270,006) (3,768,829) (4,055,856) (4,206,975) Net change in total pension liability 4,396,640 5,055,351 4,955,493 7,947,750 6,608,900 11,987,537 Total pension liability - beginning 80,490,694 84,887,334 89,942,685 94,898,178 102,845,928 109,454,828 Total pension liability - ending (a)84,887,334$ 89,942,685$ 94,898,178$ 102,845,928$ 109,454,828$ 121,442,365$ Plan fiduciary net position: Contributions - employer 2,566,875$ 2,567,219$ 2,759,844$ 2,979,807$ 3,434,007$ 3,639,740$ Contributions - employee 1,745,419 1,803,064 1,997,155 2,142,990 2,338,837 2,478,958 Net investment income 4,411,066 (3,287,188) 6,935,215 8,793,234 (183,148) 15,141,275 Benefit payments, including refunds of employee contributions (4,036,009) (4,048,358) (4,270,006) (3,768,829) (4,055,856) (4,206,975) Administrative expense (81,005) (76,538) (94,175) (63,669) (87,899) (71,427) Net change in plan fiduciary net position 4,606,346 (3,041,801) 7,328,033 10,083,533 1,445,941 16,981,571 Plan fiduciary net position - beginning 66,412,172 71,018,518 67,976,717 75,304,750 85,388,283 86,834,224 Plan fiduciary net position - ending (b)71,018,518$ 67,976,717$ 75,304,750$ 85,388,283$ 86,834,224$ 103,815,795$ Net pension liability - ending (a) - (b)13,868,816$ 21,965,968$ 19,593,428$ 17,457,645$ 22,620,604$ 17,626,570$ Plan fiduciary net position as a percentage of total pension liability 83.66%75.58%79.35%83.03%79.33%85.49% Covered payroll 14,238,486$ 14,310,032$ 15,850,437$ 17,007,857$ 18,562,198$ 19,674,270$ Net pension liability as a percentage of covered payroll 97.40%153.50%123.61%102.64%121.86%89.59% 1Schedule is intended to present information for ten years. Additional years of information will be presented as they become available. 118 CITY OF DENTON, TEXAS Exhibit XV REQUIRED SUPPLEMENTARY INFORMATION FIREMEN'S RELIEF AND RETIREMENT FUND SCHEDULE OF CONTRIBUTIONS LAST TEN FISCAL YEARS (Unaudited) (a)(b)(c)(d) Contributions Contributions in Relation to Contribution as a Percentage Annual the Annual Excess of Covered Fiscal Required Required (Deficiency)Covered Payroll Year Contributions Contributions (b) - (a)Payroll (b)/(d) 2010 1,976,419 1,976,419 - 13,070,041 15.12% 2011 2,141,662 2,141,662 - 12,828,446 16.69% 2012 2,253,667 2,253,667 - 12,899,800 17.47% 2013 2,579,453 2,579,453 - 13,629,825 18.93% 2014 2,576,652 2,576,652 - 13,828,070 18.63% 2015 2,535,719 2,535,719 - 14,029,051 18.07% 2016 2,819,046 2,819,046 - 15,540,826 18.14% 2017 2,924,757 2,924,757 - 16,747,217 17.46% 2018 3,310,248 3,310,248 - 18,080,014 18.31% 2019 3,610,711 3,610,711 - 19,517,358 18.50% 2020 3,838,014 3,838,014 - 20,746,026 18.50% Notes to Schedule: Actuarial Cost Method Entry Age Amortization Method Level Percentage of Payroll, Open Remaining Amortization Period 18.3 Years Asset Valuation Method 5-year smoothing Inflation 2.50% Salary Increases 3.00% annual general compensation increase plus promotion, step, and longevity increases which average 1.98% per year over a 30-year career Investment Rate of Return 6.75%, net of pension plan investment expense, including inflation Retirement Age Mortality Annual required contributions are not actuarially determined. According to a City ordinance, since December 2017 the City contributes to the Firemen's Relief and Retirement Fund at the rate of 18.5%, the assumed actuarial valuation rate over the unfunded liability amortization period. Average expected age at retirement of 57 PubS-2010 (public safety) total dataset mortality tables for employees and for retirees (sec distinct), projected for morality improvement generationally using the projection scale MP-2019 While the contribution requirements are not actuarially determined, state law requires an actuary certify the assumed City contribution rate is adequate. Methods and assumptions used to contribution adequacy in the December 31, 2019 actuarial valuation: 119 CITY OF DENTON, TEXAS Exhibit XVI REQUIRED SUPPLEMENTARY INFORMATION MEDICAL OTHER POST-EMPLOYMENT BENEFITS SCHEDULE OF CHANGES IN TOTAL OPEB LIABILITY AND RELATED RATIOS LAST THREE FISCAL YEARS (PREVIOUS YEARS ARE NOT AVAILABLE)1 Measurement Measurement Measurement Year Year Year 2017 2018 2019 Total OPEB liability: Service Cost 1,750,172$ 1,995,008$ 2,052,606$ Interest (on the total OPEB liability)1,360,179 1,329,949 1,507,925 Difference between expected and actual experience - (150,485) (1,512,289) Change of assumptions or other inputs 2,067,787 (1,724,923) 1,444,810 Benefit payments (742,818) (899,361) (1,126,992) Net change in total OPEB liability 4,435,320 550,188 2,366,060 Total OPEB liability - beginning 35,196,570 39,631,890 40,182,078 Total OPEB liability - ending 39,631,890$ 40,182,078$ 42,548,138$ Covered-employee payroll 104,783,403$ 109,480,718$ 118,063,295$ Net pension liability as a percentage of covered-employee payroll 37.82%36.70%36.04% 1Schedule is intended to present information for ten years. Additional years of information will be presented as they become available. Methods and assumptions used to determine contribution rate for 2020: Actuarial cost method Individual Entry-Age Normal Discount rate Inflation rate 2.50% Projected salary increases 3.5% to 11.5% for TMRS and 3.00% to 9.18% for Fire, including inflation Demographic assumptions Healthcare trend rates Mortality Participation rates 60% for employees retiring at age 65 or older; 45% for employees retiring between the ages of 50 and 64; 5% for employees retiring between the ages of 45 and 49; 0% for employees retiring before the ages of 45. 2.75% (Based on the Fidelity Index's "20-Year Municipal GO AA Index" rates as of December 31, 2019.) The prior year discount rate was 3.71%. Initial rate of 7.00% declining to an ultimate rate of 4.15% after 15 years. TMRS: For healthy retirees, the gender-distinct 2019 Municipal Retirees of Texas mortality tables are used. The rates are projected on a fully generational basis using the ultimate mortality improvement rates in the MP tables to account for future mortality improvements. Based on the experience study covering the four-year period ending December 31, 2018 as conducted for the Texas Municipal Retirement System (TMRS) and the assumptions used in the December 31, 2019 actuarial valuation for the Denton Firemen's Relief and Retirement Fund. Fire: For healthy retirees, the gender-distinct PubS-2010 (safety employees) total data set mortality tables are used. The rates are projected on a fully generational basis using the project scale MP-2019. 120 CITY OF DENTON, TEXAS Exhibit XVII REQUIRED SUPPLEMENTARY INFORMATION TEXAS MUNICIPAL RETIREMENT SYSTEM - SUPPLEMENTAL DEATH BENEFIT FUND SCHEDULE OF CHANGES IN TOTAL OPEB LIABILITY AND RELATED RATIOS LAST THREE FISCAL YEARS (PREVIOUS YEARS ARE NOT AVAILABLE)1 Measurement Measurement Measurement Year Year Year 2017 2018 2019 Total OPEB liability: Service Cost 144,886$ 176,359$ 152,989$ Interest (on the total OPEB liability)106,885 110,831 130,143 Difference between expected and actual experience - 155,143 (284,991) Change of assumptions or other inputs 270,541 (247,941) 680,198 Benefit payments (17,045) (17,636) (28,686) Net change in total OPEB liability 505,267 176,756 649,653 Total OPEB liability - beginning 2,763,726 3,268,993 3,445,749 Total OPEB liability - ending 3,268,993$ 3,445,749$ 4,095,402$ Covered-employee payroll 85,227,078$ 88,179,581$ 95,618,386$ Net pension liability as a percentage of covered-employee payroll 3.84%3.91%4.28% 1Schedule is intended to present information for ten years. Additional years of information will be presented as they become available. Methods and assumptions used to determine contribution rate for 2020: Inflation rate 2.50% per annum Discount rate Actuarial cost method Entry Age Normal Projected salary increases 3.5% to 11.5% including inflation $0 Administrative expenses Mortality rates - service retirees Mortality rates - disabled retirees 2019 Municipal Retirees of Texas Mortality Tables with a 4 year set-forward for males and a 3 year set-forward for females. In addition, a 3.5% and 3% minimum mortality rate will be applied to reflect the impairment for younger members who become disabled for males and females, respectively. The rates are projected on a fully generational basis by Scale UMP to account for future mortality improvements subject to the floor. 2.75% (Based on the Fidelity Index's "20-Year Municipal GO AA Index" rates as of December 31, 2019.) The prior year discount rate was 3.71%. 2019 Municipal Retirees of Texas Mortality Tables. The rates are projected on a fully generational basis with scale UMP. Retirees' share of benefit-related costs All administrative expenses are paid through the Pension Trust and accounted for under reporting requirements under GASB No. 68. 121 CITY OF DENTON, TEXAS Exhibit XVIII SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET TO ACTUAL DEBT SERVICE FUND FOR THE YEAR ENDED SEPTEMBER 30, 2020 Variance with Adjustments -Actual on a Final Budget - Actual Budgetary Budgetary Positive Original Final Amounts Basis Basis (Negative) REVENUES: Taxes 25,543,391$ 25,543,391$ 25,663,300$ -$ 25,663,300$ 119,909$ Investment revenue 275,000 275,000 376,947 - 376,947 101,947 Total revenues 25,818,391 25,818,391 26,040,247 - 26,040,247 221,856 EXPENDITURES: Debt service: Principal, interest and fiscal charges 91,840,719 91,840,719 26,297,487 65,541,412 91,838,899 1,820 Bond issuance costs - - 8,780 (8,780) - - Total expenditures 91,840,719 91,840,719 26,306,267 65,532,632 91,838,899 1,820 Excess (deficiency) of revenues over (under) expenditures (66,022,328) (66,022,328) (266,020) (65,532,632) (65,798,652) 223,676 OTHER FINANCING SOURCES (USES): Refunding bonds issued - - 2,490,000 (2,490,000) - - Payment to refunded bond escrow agent - - (2,973,354) 2,973,354 - - Premium on debt issuance - - 493,131 (493,131) - - Transfers in 65,620,785 65,620,785 128,125 65,541,412 65,669,537 48,752 Total other financing sources (uses)65,620,785 65,620,785 137,902 65,531,635 65,669,537 48,752 Net change in fund balance (401,543) (401,543) (128,118) (997) (129,115) 272,428 Fund balance at beginning of year 5,453,180 5,453,180 5,453,180 - 5,453,180 - Fund balance at end of year 5,051,637$ 5,051,637$ 5,325,062$ (997)$ 5,324,065$ 272,428$ Adjustments - Budgetary Basis are pass-through debt service payments budgeted as transfers in from enterprise and internal service funds. Other Financing Sources (Uses) related to refunding are adjusted out as they are non-budgeted items reducing future debt service payments. Budgeted Amounts 122 123 NONMAJOR GOVERNMENTAL FUNDS SPECIAL REVENUE FUNDS Special revenue funds are used to account for specific revenues that are legally restricted to expenditures for particular purposes. Community Development Block Grant (CDBG) – to account for the operations of projects utilizing Community Development Block Grant Funds. Such revenues are restricted to expenditures for specified projects by the Department of Housing and Urban Development. Recreation – to account for the revenues and expenditures for the recreation programs that are self-supporting. All expenditures will be reimbursed 100%. Various business operations, such as concessions, fall into this account. Criminal Justice – to account for revenue received from the State of Texas Criminal Justice Division and other grants administered by the police department. Police Confiscation – to account for revenues received from confiscated goods. Expenditures are restricted to enhancing law enforcement. Tourist and Convention – to account for taxes received from hotel and motel occupancy for the purpose of promoting tourism. Street Improvement – to account for street maintenance and improvement activities. Gas Well Revenues – to account for the receipt of royalty, pooling, tax, and lease revenue related to park gas wells. Citizens’ Park Trusts – to account for several small trust funds that are for park development. All Other – to account for miscellaneous special revenue sources that are required to finance specific activities. 124 CITY OF DENTON, TEXAS Exhibit XIX COMBINING BALANCE SHEET NONMAJOR GOVERNMENTAL FUNDS AS OF SEPTEMBER 30, 2020 Community Tourist Development Criminal Police and Block Grant Recreation Justice Confiscation Convention ASSETS Cash, cash equivalents and investments, at fair value -$ 601,900$ -$ 509,547$ 1,267,205$ Receivables (net of allowances): Taxes - - - - 167,631 Accrued interest - 1,484 - 1,258 3,133 Other - 8,008 - - - Due from other governments 808,126 - 28,960 - - Total assets 808,126$ 611,392$ 28,960$ 510,805$ 1,437,969$ LIABILITIES AND FUND BALANCES LIABILITIES: Accounts payable 42,283 213,524 7,495 - 99,512 Interfund payables 475,233 - 21,465 - - Unearned revenues - - - - - Total liabilities 517,516 213,524 28,960 - 99,512 DEFERRED INFLOWS OF RESOURCES: Unavailable revenue - intergovernmental - 3,911 21,045 - - Total deferred inflows of revenues - 3,911 21,045 - - FUND BALANCES (DEFICIT): Restricted for: Parks and recreation - - - - - Streets and drainage projects - - - - - Other grants and purposes 290,610 - - 510,805 1,338,457 Committed to: Streets - - - - - Parks and recreation - 393,957 - - - Other purposes - - - - - Assigned to: Other purposes - - - - - Unassigned - - (21,045) - - Total fund balance (deficit)290,610 393,957 (21,045) 510,805 1,338,457 Total liabilities, deferred inflows of resources, and fund balances (deficit)808,126$ 611,392$ 28,960$ 510,805$ 1,437,969$ (continued on the following page) Special Revenue Funds 125 CITY OF DENTON, TEXAS Exhibit XIX COMBINING BALANCE SHEET NONMAJOR GOVERNMENTAL FUNDS (concluded) AS OF SEPTEMBER 30, 2020 Total Citizens'Nonmajor Street Gas Well Park All Governmental Improvement Revenues Trusts Other Funds ASSETS Cash, cash equivalents and investments, at fair value 4,876,322$ 47,557$ 7,688,225$ 15,010,907$ 30,001,663$ Receivables (net of allowances):- Taxes - - - - 167,631 Accrued interest 12,040 117 18,982 32,132 69,146 Other - 6,355 - 86,472 100,835 Due from other governments - - - 1,473,705 2,310,791 Total assets 4,888,362$ 54,029$ 7,707,207$ 16,603,216$ 32,650,066$ LIABILITIES AND FUND BALANCES LIABILITIES: Accounts payable 384,724 - - 319,155 1,066,693 Interfund payables - - - - 496,698 Unearned revenues - - - 2,842,442 2,842,442 Total liabilities 384,724 - - 3,161,597 4,405,833 DEFERRED INFLOWS OF RESOURCES: Unavailable revenue - intergovernmental - - - 1,017,215 1,042,171 Total deferred inflows of revenues - - - 1,017,215 1,042,171 FUND BALANCES (DEFICIT): Restricted for: Parks and recreation - 54,029 7,707,207 127,731 7,888,967 Streets and drainage projects - - - 6,464,819 6,464,819 Other grants and purposes - - - 3,564,683 5,704,555 Committed to: Streets 4,503,638 - - - 4,503,638 Parks and recreation - - - - 393,957 Other purposes - - - 3,233,556 3,233,556 Assigned to: Other purposes - - - 181 181 Unassigned - - - (966,566) (987,611) Total fund balance (deficit)4,503,638 54,029 7,707,207 12,424,404 27,202,062 Total liabilities, deferred inflows of resources, and fund balances (deficit)4,888,362$ 54,029$ 7,707,207$ 16,603,216$ 32,650,066$ (continued on the following page)(concluded) Special Revenue Funds 126 CITY OF DENTON, TEXAS Exhibit XX COMBINING STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES NONMAJOR GOVERNMENTAL FUNDS FOR THE YEAR ENDED SEPTEMBER 30, 2020 Community Tourist Development Criminal Police and Block Grant Recreation Justice Confiscation Convention REVENUES: Tax revenue -$ -$ -$ -$ 2,142,483$ Franchise fees - - - - - Fines and forfeitures - - - 339,783 - Fees for services - 750,115 - - - Investment revenue - 17,261 - 7,844 36,554 Intergovernmental 1,502,905 - 90,725 - - Miscellaneous 222,538 9,642 - 37,441 - Total revenues 1,725,443 777,018 90,725 385,068 2,179,037 EXPENDITURES: Current: General government 1,624,664 - - - 2,831,495 Public safety - - 110,643 64,337 - Public works - - - - - Parks and recreation - 4,169,787 - - - Capital outlay - 12,328 - 206,288 - Total expenditures 1,624,664 4,182,115 110,643 270,625 2,831,495 I Excess (deficiency) of revenues over (under) expenditures 100,779 (3,405,097) (19,918) 114,443 (652,458) OTHER FINANCING SOURCES (USES): Sale of capital assets - - - - - Transfers in - 3,510,698 - - 8,302 Transfers out - (84,399) - - (50,000) Total other financing sources (uses)- 3,426,299 - - (41,698) Net change in fund balances 100,779 21,202 (19,918) 114,443 (694,156) Fund balance (deficit) at beginning of year 189,831 372,755 (1,127) 396,362 2,032,613 Fund balance (deficit) at end of year 290,610$ 393,957$ (21,045)$ 510,805$ 1,338,457$ (continued on the following page) Special Revenue Funds 127 CITY OF DENTON, TEXAS Exhibit XX COMBINING STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES NONMAJOR GOVERNMENTAL FUNDS (concluded) FOR THE YEAR ENDED SEPTEMBER 30, 2020 Total Citizens'Nonmajor Street Gas Well Park All Governmental Improvement Revenues Trusts Other Funds REVENUES: Tax revenue -$ -$ -$ 1,268,990$ 3,411,473$ Franchise fees 13,306,582 - - - 13,306,582 Fines and forfeitures - - - 1,448 341,231 Fees for services 369,549 46,348 1,199,972 1,158,818 3,524,802 Investment revenue 69,958 311 133,411 151,529 416,868 Intergovernmental - - - 1,865,113 3,458,743 Miscellaneous 7,562 - - 3,328,009 3,605,192 Total revenues 13,753,651 46,659 1,333,383 7,773,907 28,064,891 EXPENDITURES: Current: General government - - - 1,773,418 6,229,577 Public safety - - - 1,247,202 1,422,182 Public works 10,899,449 - - - 10,899,449 Parks and recreation - - 3,550 51,222 4,224,559 Capital outlay - - 404,179 1,510,589 2,133,384 Total expenditures 10,899,449 - 407,729 4,582,431 24,909,151 Excess (deficiency) of revenues over (under) expenditures 2,854,202 46,659 925,654 3,191,476 3,155,740 OTHER FINANCING SOURCES (USES): Sale of capital assets 35,762 - - - 35,762 Transfers in 1,184,582 - - 450,286 5,153,868 Transfers out (3,012,640) (141,000) - (2,281,958) (5,569,997) Total other financing sources (uses)(1,792,296) (141,000) - (1,831,672) (380,367) Net change in fund balances 1,061,906 (94,341) 925,654 1,359,804 2,775,373 Fund balance (deficit) at beginning of year 3,441,732 148,370 6,781,553 11,064,600 24,426,689 Fund balance (deficit) at end of year 4,503,638$ 54,029$ 7,707,207$ 12,424,404$ 27,202,062$ (continued on the following page)(concluded) Special Revenue Funds 128 CITY OF DENTON, TEXAS Exhibit XXI SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET TO ACTUAL SPECIAL REVENUE FUNDS: RECREATION FUND FOR THE YEAR ENDED SEPTEMBER 30, 2020 Variance with Adjustments -Actual on a Final Budget - Actual Budgetary Budgetary Positive Original Final Amounts Basis Basis (Negative) REVENUES: Fees for services 2,251,295$ 2,251,295$ 750,115$ -$ 750,115$ (1,501,180)$ Investment revenue 2,000 2,000 17,261 - 17,261 15,261 Miscellaneous 41,474 41,474 9,642 - 9,642 (31,832) Total revenues 2,294,769 2,294,769 777,018 - 777,018 (1,517,751) EXPENDITURES: Current: Parks and recreation 5,990,722 5,990,722 4,169,787 (719,762) 3,450,025 2,540,697 Capital outlay - - 12,328 - 12,328 (12,328) Total expenditures 5,990,722 5,990,722 4,182,115 (719,762) 3,462,353 2,528,369 Excess (deficit) of revenues over (under) expenditures (3,695,953) (3,695,953) (3,405,097) 719,762 (2,685,335) 1,010,618 OTHER FINANCING SOURCES (USES): Transfers in 4,228,056 4,228,056 3,510,698 - 3,510,698 (717,358) Transfers out (793,873) (793,873) (84,399) (719,762) (804,161) (10,288) Total other financing sources (uses)3,434,183 3,434,183 3,426,299 (719,762) 2,706,537 (727,646) Net change in fund balance (261,770) (261,770) 21,202 - 21,202 282,972 Fund balance at beginning of year 372,755 372,755 372,755 - 372,755 - Fund balance at end of year 110,985$ 110,985$ 393,957$ -$ 393,957$ 282,972$ Adjustments - Budgetary Basis are expenditures allocated from and reimbursed to other funds. These expenditures are recorded as operating expenditures but budgeted as cost of service transfers. Budgeted Amounts 129 CITY OF DENTON, TEXAS Exhibit XXII SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET TO ACTUAL SPECIAL REVENUE FUNDS: POLICE CONFISCATION FUND FOR THE YEAR ENDED SEPTEMBER 30, 2020 Variance with Adjustments -Actual on a Final Budget - Actual Budgetary Budgetary Positive Original Final Amounts Basis Basis (Negative) REVENUES: Fines and forfeitures -$ -$ 339,783$ -$ 339,783$ 339,783$ Investment revenue - - 7,844 - 7,844 7,844 Miscellaneous - - 37,441 - 37,441 37,441 Total revenues - - 385,068 - 385,068 385,068 EXPENDITURES: Current: Public safety 80,000 80,000 64,337 - 64,337 15,663 Capital outlay 97,105 97,105 206,288 - 206,288 (109,183) Total expenditures 177,105 177,105 270,625 - 270,625 (93,520) Net change in fund balance (177,105) (177,105) 114,443 - 114,443 291,548 Fund balance at beginning of year 396,362 396,362 396,362 - 396,362 - Fund balance at end of year 219,257$ 219,257$ 510,805$ -$ 510,805$ 291,548$ Budgeted Amounts 130 CITY OF DENTON, TEXAS Exhibit XXIII SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET TO ACTUAL SPECIAL REVENUE FUNDS: TOURIST AND CONVENTION FUND FOR THE YEAR ENDED SEPTEMBER 30, 2020 Variance with Adjustments -Actual on a Final Budget - Actual Budgetary Budgetary Positive Original Final Amounts Basis Basis (Negative) REVENUES: Taxes 3,375,164$ 3,375,164$ 2,142,483$ -$ 2,142,483$ (1,232,681)$ Investment revenue - - 36,554 - 36,554 36,554 Total revenues 3,375,164 3,375,164 2,179,037 - 2,179,037 (1,196,127) EXPENDITURES: Current: General government 3,416,493 3,416,493 2,831,495 - 2,831,495 584,998 Total expenditures 3,416,493 3,416,493 2,831,495 - 2,831,495 584,998 Excess (deficit) of revenues over (under) expenditures (41,329) (41,329) (652,458) - (652,458) (611,129) OTHER FINANCING SOURCES (USES): Transfers in - - 8,302 - 8,302 8,302 Transfers out - - (50,000) - (50,000) (50,000) Total other financing sources (uses)- - (41,698) - (41,698) (41,698) Net change in fund balance (41,329) (41,329) (694,156) - (694,156) (652,827) Fund balance at beginning of year 2,032,613 2,032,613 2,032,613 - 2,032,613 - Fund balance at end of year 1,991,284$ 1,991,284$ 1,338,457$ -$ 1,338,457$ (652,827)$ Budgeted Amounts 131 CITY OF DENTON, TEXAS Exhibit XXIV SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET TO ACTUAL SPECIAL REVENUE FUNDS: STREET IMPROVEMENT FUND FOR THE YEAR ENDED SEPTEMBER 30, 2020 Variance with Adjustments -Actual on a Final Budget - Actual Budgetary Budgetary Positive Original Final Amounts Basis Basis (Negative) REVENUES: Franchise fees 13,087,053$ 13,087,053$ 13,306,582$ -$ 13,306,582$ 219,529$ Fees for services 371,423 371,423 369,549 - 369,549 (1,874) Investment revenue 10,000 10,000 69,958 - 69,958 59,958 Miscellaneous - - 7,562 - 7,562 7,562 Total revenues 13,468,476 13,468,476 13,753,651 - 13,753,651 285,175 EXPENDITURES: Current: Public Works 14,412,325 11,701,325 10,899,449 (1,039,273) 9,860,176 1,841,149 Debt service: Principal retirement 59,165 59,165 - - - 59,165 Total expenditures 14,471,490 11,760,490 10,899,449 (1,039,273) 9,860,176 1,900,314 Excess (deficit) of revenues over (under) expenditures (1,003,014) 1,707,986 2,854,202 1,039,273 3,893,475 2,185,489 OTHER FINANCING SOURCES (USES): Sale of capital assets - - 35,762 - 35,762 35,762 Transfers in 1,184,582 1,184,582 1,184,582 95,300 1,279,882 95,300 Transfers out (1,259,626) (3,970,626) (3,012,640) (1,134,573) (4,147,213) (176,587) Total other financing sources (uses)(75,044) (2,786,044) (1,792,296) (1,039,273) (2,831,569) (45,525) Net change in fund balance (1,078,058) (1,078,058) 1,061,906 - 1,061,906 2,139,964 Fund balance at beginning of year 3,441,732 3,441,732 3,441,732 - 3,441,732 - Fund balance at end of year 2,363,674$ 2,363,674$ 4,503,638$ -$ 4,503,638$ 2,139,964$ Adjustments - Budgetary Basis are expenditures allocated from and reimbursed to other funds. These expenditures are recorded as operating expenditures but budgeted as cost of service transfers. Budgeted Amounts 132 CITY OF DENTON, TEXAS Exhibit XXV SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET TO ACTUAL SPECIAL REVENUE FUNDS: GAS WELL REVENUES FUND FOR THE YEAR ENDED SEPTEMBER 30, 2020 Variance with Adjustments -Actual on a Final Budget - Actual Budgetary Budgetary Positive Original Final Amounts Basis Basis (Negative) REVENUES: Fees for service 29,200$ 29,200$ 46,348$ -$ 46,348$ 17,148$ Investment revenue 800 800 311 - 311 (489) Total revenues 30,000 30,000 46,659 - 46,659 16,659 Excess of revenues over expenditures 30,000 30,000 46,659 - 46,659 16,659 OTHER FINANCING USES: Transfers out (70,000) (141,000) (141,000) - (141,000) - Total other financing uses (70,000) (141,000) (141,000) - (141,000) - Net change in fund balance (40,000) (111,000) (94,341) - (94,341) 16,659 Fund balance at beginning of year 148,370 148,370 148,370 - 148,370 - Fund balance at end of year 108,370$ 37,370$ 54,029$ -$ 54,029$ 16,659$ Budgeted Amounts 133 CITY OF DENTON, TEXAS Exhibit XXVI SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET TO ACTUAL SPECIAL REVENUE FUNDS: CITIZENS' PARK TRUSTS FOR THE YEAR ENDED SEPTEMBER 30, 2020 Variance with Adjustments -Actual on a Final Budget - Actual Budgetary Budgetary Positive Original Final Amounts Basis Basis (Negative) REVENUES: Fees for service -$ -$ 1,199,972$ -$ 1,199,972$ 1,199,972$ Investment revenue - - 133,411 - 133,411 133,411 Total revenues - - 1,333,383 - 1,333,383 1,333,383 EXPENDITURES: Current: Parks and recreation - - 3,550 - 3,550 (3,550) Capital outlay - - 404,179 - 404,179 (404,179) Total expenditures - - 407,729 - 407,729 (407,729) Net change in fund balance - - 925,654 - 925,654 925,654 Fund balance at beginning of year 6,781,553 6,781,553 6,781,553 - 6,781,553 - Fund balance at end of year 6,781,553$ 6,781,553$ 7,707,207$ -$ 7,707,207$ 925,654$ Budgeted Amounts 134 135 INTERNAL SERVICE FUNDS Internal Service Funds account for the financing of goods or services provided by one department for another. The City has the following Internal Service Funds: Materials Management Fund – to account for the financing of goods and services provided by the Materials Management operations of purchasing and warehouse to other City departments. Purchasing is responsible for procuring goods and services for City departments, and the warehouse maintains an inventory of materials and supplies used by City departments. Warehouse items are billed to other departments. Fleet Services Fund – to account for the financing of goods and services provided by the Municipal Garage and Machine Shop to other City departments. Municipal Garage and Machine Shop billings include cost of parts and labor and administrative charges. Actual costs include depreciation on the building, improvements, machinery, and equipment used to provide the service. Health Insurance Fund – to account for the accumulation of resources for the self-insurance activities of the City for employee medical insurance as well as other employee insurance benefits including long-term disability, short-term disability, dental insurance, and vision insurance. Risk Retention Fund – to account for the accumulation of resources for the payment of activities associated with providing general liability insurance coverage and self-funded activities for City operations. Technology Services Fund – to account for the accumulation of resources to provide computer services such as programming, support, training, maintenance, and office services to City departments. Engineering Services Fund – to account for providing engineering, real estate, public works inspection, and development review services primarily to internal City departments although some services are provided to external entities. Customer Service Fund – to account for providing customer service activities to residents and businesses for City departments. Services include bill pay, utility service requests, connect/disconnect services, maintenance of customer accounts, utility billing, operator calls, collections, accounts receivable, and cash handling. Facilities Fund – to account for the maintenance of all city-owned facilities and vertical construction projects. 136 Exhibit XXVII COMBINING STATEMENT OF NET POSITION INTERNAL SERVICE FUNDS AS OF SEPTEMBER 30, 2020 Materials Fleet Health Risk Management Services Insurance Retention Fund Fund Fund Fund ASSETS: Current assets: Cash, cash equivalents and investments, at fair value 1,146,345$ 1,712,393$ 4,910,967$ 1,269,010$ Receivables, net of allowances: Accrued interest - 4,228 12,125 3,133 Other - 56,157 - 294,334 Merchandise inventory 8,454,976 87,406 - - Prepaid items 2,370 - - - Total current assets 9,603,691 1,860,184 4,923,092 1,566,477 Noncurrent assets: Restricted assets: Cash, cash equivalents and investments, at fair value - - - - Accrued interest - - - - Escrow deposit - - 206,000 - Capital assets, net of accumulated depreciation 746,897 4,344,166 - - Total noncurrent assets 746,897 4,344,166 206,000 - Total assets 10,350,588 6,204,350 5,129,092 1,566,477 DEFERRED OUTFLOWS OF RESOURCES: Deferred charges on refunding 4,173 1,369 - - Deferred pension balances 272,281 295,642 - 157,240 Deferred other post employment benefits balances 70,474 78,073 - 28,272 Total deferred outflows of resources 346,928 375,084 - 185,512 LIABILITIES: Current liabilities: Accounts payable 1,061,316 899,017 132,400 309,203 Claims payable - - 1,914,115 447,500 Compensated absences payable 58,969 136,820 - 27,798 Deposits - - - - Accrued interest 689 726 - - Interfund payables 8,200,000 - - - Certificate and general obligation bonds 45,291 56,770 - - Total current liabilities 9,366,265 1,093,333 2,046,515 784,501 Noncurrent liabilities: Payable from restricted assets: General obligation bonds payable 95,201 31,213 - - Certificates of obligation - 40,961 - - Compensated absences payable 1,210 51,771 - 9,926 Claims payable - - - 2,732,178 Net pension liability 844,777 1,020,273 - 555,812 Total other post-employment benefits liability 697,064 738,719 - 346,627 Total noncurrent liabilities:1,638,252 1,882,937 - 3,644,543 Total liabilities 11,004,517 2,976,270 2,046,515 4,429,044 DEFERRED INFLOWS OF RESOURCES: Deferred pension balances 191,068 214,440 - 88,019 Deferred other post employment benefits balances 46,377 55,512 - 20,223 Total deferred inflows of resources 237,445 269,952 - 108,242 NET POSITION: Net investment in capital assets 610,578 4,216,591 - - Restricted for capital acquisition - - - - Unrestricted (1,155,024) (883,379) 3,082,577 (2,785,297) Total net position (544,446)$ 3,333,212$ 3,082,577$ (2,785,297)$ (continued on the following page) 137 CITY OF DENTON, TEXAS Exhibit XXVII COMBINING STATEMENT OF NET POSITION (concluded) INTERNAL SERVICE FUNDS AS OF SEPTEMBER 30, 2020 Total Technology Engineering Customer Internal Services Services Service Facilities Service Fund Fund Fund Fund Funds ASSETS: Current assets: Cash, cash equivalents and investments, at fair value 6,229,976$ 1,635,249$ 483,671$ 334,413$ 17,722,024$ Receivables, net of allowances: Accrued interest 15,382 4,037 1,182 826 40,913 Other - 319,602 - - 670,093 Merchandise inventory - - - - 8,542,382 Prepaid items 15,354 - - - 17,724 Total current assets 6,260,712 1,958,888 484,853 335,239 26,993,136 Noncurrent assets: Restricted assets: Cash, cash equivalents and investments, at fair value 332,077 - - - 332,077 Accrued interest 820 - - - 820 Escrow deposit - - - - 206,000 Capital assets, net of accumulated depreciation 10,722,623 64,485 72,633 1,446,932 17,397,736 Total noncurrent assets 11,055,520 64,485 72,633 1,446,932 17,936,633 Total assets 17,316,232 2,023,373 557,486 1,782,171 44,929,769 DEFERRED OUTFLOWS OF RESOURCES: Deferred charges on refunding - - - - 5,542 Deferred pension balances 878,698 785,119 359,131 244,986 2,993,097 Deferred other post employment benefits balances 171,663 129,576 116,067 52,045 646,170 Total deferred outflows of resources 1,050,361 914,695 475,198 297,031 3,644,809 LIABILITIES: Current liabilities: Accounts payable 1,316,130 1,136,138 168,582 232,994 5,255,780 Claims payable - - - - 2,361,615 Compensated absences payable 367,340 240,306 102,969 42,843 977,045 Deposits - 138,750 - - 138,750 Accrued interest 5,075 - - - 6,490 Interfund payables - - - - 8,200,000 Certificate and general obligation bonds 316,651 - - - 418,712 Total current liabilities 2,005,196 1,515,194 271,551 275,837 17,358,392 Noncurrent liabilities: Payable from restricted assets: General obligation bonds payable - - - - 126,414 Certificates of obligation 970,546 - - - 1,011,507 Compensated absences payable 33,255 10,064 - 23,163 129,389 Claims payable - - - - 2,732,178 Net pension liability 2,606,761 1,860,877 1,645,710 882,747 9,416,957 Total other post-employment benefits liability 1,638,242 1,117,384 1,112,334 472,263 6,122,633 Total noncurrent liabilities:5,248,804 2,988,325 2,758,044 1,378,173 19,539,078 Total liabilities 7,254,000 4,503,519 3,029,595 1,654,010 36,897,470 DEFERRED INFLOWS OF RESOURCES: Deferred pension balances 620,409 715,930 278,651 209,361 2,317,878 Deferred other post employment benefits balances 114,122 99,516 80,308 33,081 449,139 Total deferred inflows of resources 734,531 815,446 358,959 242,442 2,767,017 NET POSITION: Net investment in capital assets 9,435,426 64,485 72,633 1,446,932 15,846,645 Restricted for capital acquisition 332,897 - - - 332,897 Unrestricted 609,739 (2,445,382) (2,428,503) (1,264,182) (7,269,451) Total net position 10,378,062$ (2,380,897)$ (2,355,870)$ 182,750$ 8,910,091$ (continued on the following page)(concluded) 138 CITY OF DENTON, TEXAS Exhibit XXVIII COMBINING STATEMENT OF REVENUES, EXPENSES AND CHANGES IN FUND NET POSITION INTERNAL SERVICE FUNDS FOR THE YEAR ENDED SEPTEMBER 30, 2020 Materials Fleet Health Risk Management Services Insurance Retention Fund Fund Fund Fund OPERATING REVENUES: Charges for goods and services 9,695,480$ 10,304,486$ 29,015,695$ 3,851,378$ Miscellaneous 114,085 775 914,975 1,613 Total operating revenues 9,809,565 10,305,261 29,930,670 3,852,991 OPERATING EXPENSES: Operating expenses before depreciation 10,329,569 10,435,259 29,382,477 5,917,397 Depreciation 21,578 235,361 - - Total operating expenses 10,351,147 10,670,620 29,382,477 5,917,397 Operating income (loss)(541,582) (365,359) 548,193 (2,064,406) NONOPERATING REVENUES (EXPENSES): Investment revenue 4,532 19,053 77,262 40,225 Interest expense and fiscal charges (7,391) (4,244) - - Gain on disposal of capital assets - - - - Other non-operating expenses - - - - Total non-operating revenues (expenses)(2,859) 14,809 77,262 40,225 Income (loss) before contributions and transfers (544,441) (350,550) 625,455 (2,024,181) Capital contributions 28,419 - - - Transfers in - - - Transfers out (38,000) (100,000) - - Change in net position (554,022) (450,550) 625,455 (2,024,181) Net position at beginning of year 9,576 3,783,762 2,457,122 (761,116) Total net position at end of year (544,446)$ 3,333,212$ 3,082,577$ (2,785,297)$ (continued on the following page) 139 CITY OF DENTON, TEXAS Exhibit XXVIII COMBINING STATEMENT OF REVENUES, EXPENSES AND CHANGES IN FUND NET POSITION (concluded) INTERNAL SERVICE FUNDS FOR THE YEAR ENDED SEPTEMBER 30, 2020 Total Technology Engineering Customer Internal Services Services Service Facilities Service Fund Fund Fund Fund Funds OPERATING REVENUES: Charges for goods and services 16,111,434$ 8,550,735$ 5,656,246$ 4,962,797$ 88,148,251$ Miscellaneous 36,511 - 7,052 1,919 1,076,930 Total operating revenues 16,147,945 8,550,735 5,663,298 4,964,716 89,225,181 OPERATING EXPENSES: Operating expenses before depreciation 15,036,520 8,690,443 5,418,294 4,441,297 89,651,256 Depreciation 2,585,032 11,494 9,935 121,507 2,984,907 Total operating expenses 17,621,552 8,701,937 5,428,229 4,562,804 92,636,163 Operating income (loss)(1,473,607) (151,202) 235,069 401,912 (3,410,982) NONOPERATING REVENUES (EXPENSES): Investment revenue 138,603 25,587 12,658 8,097 326,017 Interest expense and fiscal charges (22,819) - - - (34,454) Gain on disposal of capital assets - - - 6,824 6,824 Other non-operating expenses - - - (1,353,489) (1,353,489) Total non-operating revenues (expenses) 115,784 25,587 12,658 (1,338,568) (1,055,102) Income (loss) before contributions and transfers (1,357,823) (125,615) 247,727 (936,656) (4,466,084) Capital contributions - - - 1,523,364 1,551,783 Transfers in 360,160 - - - 360,160 Transfers out (45,000) - (27,895) (403,958) (614,853) Change in net position (1,042,663) (125,615) 219,832 182,750 (3,168,994) Net position at beginning of year 11,420,725 (2,255,282) (2,575,702) - 12,079,085 Total net position at end of year 10,378,062$ (2,380,897)$ (2,355,870)$ 182,750$ 8,910,091$ (continued on the following page)(concluded) 140 CITY OF DENTON, TEXAS Exhibit XXIX COMBINING STATEMENT OF CASH FLOWS INTERNAL SERVICE FUNDS FOR THE YEAR ENDED SEPTEMBER 30, 2020 Materials Fleet Health Risk Management Services Insurance Retention Fund Fund Fund Fund CASH FLOWS FROM OPERATING ACTIVITIES: Cash received from customers 9,809,565$ 10,363,196$ 29,930,670$ 3,558,657$ Cash paid to employees for services (2,286,886) (2,521,397) - (1,270,124) Cash paid to suppliers (6,632,409) (8,161,137) (29,143,462) (4,099,493) Net cash provided (used) by operations 890,270 (319,338) 787,208 (1,810,960) CASH FLOWS FROM NONCAPITAL FINANCING ACTIVITIES: Transfers out (38,000) (100,000) - - Transfers in - - - - Net cash provided (used) by noncapital financing activities (38,000) (100,000) - - CASH FLOWS FROM CAPITAL FINANCING ACTIVITIES: Principal payments on capital debt (42,250) (53,852) - - Interest and fiscal charges (6,501) (6,906) - - Proceeds from the sale of fixed assets - - - - Acquisition and construction of capital assets (5,785) (56,800) - - Net cash provided (used) by capital financing activities (54,536) (117,558) - - CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sale and maturities of investment securities - 1,385,914 4,272,187 2,808,036 Purchase of investment securities - (602,091) (3,988,276) (1,067,797) Interest received on investments 4,532 23,844 81,519 49,374 Net cash provided (used) by investing activities 4,532 807,667 365,430 1,789,613 Net increase (decrease) in cash and cash equivalents 802,266 270,771 1,152,638 (21,347) Cash and cash equivalents at beginning of year 344,079 357,665 649,652 487,065 Cash and cash equivalents at end of year 1,146,345 628,436 1,802,290 465,718 Investments, at fair value - 1,083,957 3,108,677 803,292 Cash, cash equivalents and investments, at fair value 1,146,345$ 1,712,393$ 4,910,967$ 1,269,010$ RECONCILIATION OF OPERATING INCOME (LOSS) TO NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES: Operating income (loss)(541,582)$ (365,359)$ 548,193$ (2,064,406)$ Adjustments: Depreciation expense 21,578 235,361 - - Decrease (Increase) in receivables - 57,935 - (294,334) Decrease in inventories (281,258) 12,772 - - Decrease (Increase) in prepaid items 8,152 - 156,533 - Increase in escrow deposits items - - (5,000) - Increase (Decrease) in accounts payable 742,812 (332,130) 87,482 595,677 Increase (Decrease) in compensated absences 583 25,560 - (67,402) Increase in interfund payables 900,000 - - - Increase in net pension balances 6,665 7,227 - (9,283) Increase in other post-employment benefit balances 33,320 39,296 - 28,788 Total adjustments 1,431,852 46,021 239,015 253,446 Net cash provided (used) by operating activities 890,270$ (319,338)$ 787,208$ (1,810,960)$ NONCASH CAPITAL AND RELATED FINANCING ACTIVITIES: Increase (Decrease) in fair value of investments - 3,184 16,131 (1,771) Capital asset contributions 28,419 - - - (continued on the following page) 141 CITY OF DENTON, TEXAS Exhibit XXIX COMBINING STATEMENT OF CASH FLOWS (concluded) INTERNAL SERVICE FUNDS FOR THE YEAR ENDED SEPTEMBER 30, 2020 Total Technology Engineering Customer Internal Services Services Service Facilities Service Fund Fund Fund Fund Funds CASH FLOWS FROM OPERATING ACTIVITIES: Cash received from customers 16,150,151$ 8,369,883$ 5,663,298$ 4,964,716$ 88,810,136$ Cash paid to employees for services (7,090,974) (5,978,828) (4,004,861) (1,993,304) (25,146,374) Cash paid to suppliers (7,526,486) (2,853,491) (1,288,053) (2,202,061) (61,906,592) Net cash provided (used) by operations 1,532,691 (462,436) 370,384 769,351 1,757,170 CASH FLOWS FROM NONCAPITAL FINANCING ACTIVITIES: Transfers out (45,000) - (27,895) (403,958) (614,853) Transfers in 360,160 - - - 360,160 Net cash provided (used) by noncapital financing activities 315,160 - (27,895) (403,958) (254,693) CASH FLOWS FROM CAPITAL FINANCING ACTIVITIES: Principal payments on capital debt (310,530) - - - (406,632) Interest and fiscal charges (23,735) - - - (37,142) Proceeds from the sale of fixed assets - - - 6,824 6,824 Acquisition and construction of capital assets (3,574,625) - (20,092) (45,075) (3,702,377) Net cash provided (used) by capital financing activities (3,908,890) - (20,092) (38,251) (4,139,327) CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sale and maturities of investment securities 6,552,193 1,395,242 307,129 82,218 16,802,919 Purchase of investment securities (3,600,322) (694,932) (484,853) (293,905) (10,732,176) Interest received on investments 156,713 29,930 12,081 7,271 365,264 Net cash provided (used) by investing activities 3,108,584 730,240 (165,643) (204,416) 6,436,007 Net increase (decrease) in cash and cash equivalents 1,047,545 267,804 156,754 122,726 3,799,157 Cash and cash equivalents at beginning of year 1,360,682 332,321 23,978 - 3,555,442 Cash and cash equivalents at end of year 2,408,227 600,125 180,732 122,726 7,354,599 Investments, at fair value 4,153,826 1,035,124 302,939 211,687 10,699,502 Cash, cash equivalents and investments, at fair value 6,562,053$ 1,635,249$ 483,671$ 334,413$ 18,054,101$ RECONCILIATION OF OPERATING INCOME (LOSS) TO NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES: Operating income (loss)(1,473,607)$ (151,202)$ 235,069$ 401,912$ (3,410,982)$ Adjustments: Depreciation expense 2,585,032 11,494 9,935 121,507 2,984,907 Decrease (Increase) in receivables 2,206 (319,602) - - (553,795) Decrease in inventories - - - - (268,486) Decrease (Increase) in prepaid items 73,864 - - - 238,549 Increase in escrow deposits items - - - - (5,000) Increase (Decrease) in accounts payable 203,541 (224,675) 20,442 232,994 1,326,143 Increase (Decrease) in compensated absences 32,365 (4,740) (3,179) (7,401) (24,214) Increase in interfund payables - 138,750 - - 1,038,750 Increase in net pension balances 28,204 58,235 (1,008,257) 5,967 (911,242) Increase in other post-employment benefit balances 81,086 29,304 1,116,374 14,372 1,342,540 Total adjustments 3,006,298 (311,234) 135,315 367,439 5,168,152 Net cash provided (used) by operating activities 1,532,691$ (462,436)$ 370,384$ 769,351$ 1,757,170$ NONCASH CAPITAL AND RELATED FINANCING ACTIVITIES: Increase (Decrease) in fair value of investments 12,387 3,212 2,304 1,922 37,369 Capital asset contributions - - - 1,523,364 1,551,783 (continued on the following page)(concluded) 142 CITY OF DENTON, TEXAS Exhibit XXIX COMBINING STATEMENT OF CHANGES IN ASSETS AND LIABILITIES AGENCY FUNDS FOR THE YEAR ENDED SEPTEMBER 30, 2020 Balance Balance October 1, 2019 Additions Deductions September 30, 2020 OTHER AGENCY FUNDS ASSETS Cash, cash equivalents and investments, at fair value 160,031$ 1,084,227$ 1,039,972$ 204,286$ Total assets 160,031$ 1,084,227$ 1,039,972$ 204,286$ LIABILITIES Accounts payable 160,031$ 1,084,227$ 1,039,972$ 204,286$ Total liabilities 160,031$ 1,084,227$ 1,039,972$ 204,286$ 143 STATISTICAL SECTION This part of the City of Denton’s comprehensive annual financial report presents detailed information as a context for understanding what the information in the financial statements, note disclosures, and required supplementary information says about the city’s overall financial health. Contents Financial Trends These schedules contain trend information to help the reader understand how the city’s financial performance and well-being have changed over time. (Tables 1 – 4) Revenue Capacity These schedules contain information to help the reader assess the city’s most significant local revenue source, the property tax. These tables do not include the Electric fund information due to confidentiality of information necessary for competitive rates. (Tables 5 – 8) Debt Capacity These schedules present information to help the reader assess the affordability of the city’s current level of outstanding debt and the city’s ability to issue additional debt in the future. (Tables 9 – 12) Demographic and Economic Information These schedules offer demographic and economic indicators to help the reader understand the environment within which the city’s financial activities take place. (Tables 13 – 14) Operating Information These schedules contain service and infrastructure data to help the reader understand how the information in the city’s financial report relates to the services the city provides and the activities it performs. (Tables 15 – 17) Sources: Unless otherwise noted, the information in these schedules is derived from the comprehensive annual financial reports for the relevant year. 144 CITY OF DENTON, TEXAS Table 1 NET POSITION BY COMPONENT LAST TEN FISCAL YEARS (accrual basis of accounting) 2011 2012 2013 2014 2015 Governmental activities Net investment in capital assets 103,073,465$ 101,784,929$ 116,146,838$ 128,915,116$ 141,914,877$ Restricted 2,839,556 3,460,027 4,116,256 12,233,226 13,215,421 Unrestricted 34,590,673 35,005,109 35,136,072 28,096,148 (8,775,520) Total governmental activities net position 140,503,694 140,250,065 155,399,166 169,244,490 146,354,778 Business-type activities Net investment in capital assets 296,006,601 315,479,026 347,780,207 383,678,313 421,894,337 Restricted 30,454,314 28,559,731 28,654,879 28,056,605 25,356,458 Unrestricted 158,120,736 169,653,341 158,145,443 139,515,508 122,542,446 Total business-type activities net position 484,581,651 513,692,098 534,580,529 551,250,426 569,793,241 Primary government Net investment in capital assets 399,080,066 417,263,955 463,927,045 512,593,429 563,809,214 Restricted 33,293,870 32,019,758 32,771,135 40,289,831 38,571,879 Unrestricted 192,711,409 204,658,450 193,281,515 167,611,656 113,766,926 Total primary government net position 625,085,345$ 653,942,163$ 689,979,695$ 720,494,916$ 716,148,019$ (continued on the following page) Source: Comprehensive Annual Financial Reports 145 CITY OF DENTON, TEXAS Table 1 NET POSITION BY COMPONENT (concluded) LAST TEN FISCAL YEARS (accrual basis of accounting) 2016 2017 2018 2019 2020 Governmental activities Net investment in capital assets 145,309,987$ 165,408,284$ 194,210,730$ 242,957,674$ 288,548,831$ Restricted 13,736,624 14,530,908 21,654,948 30,348,748 29,974,236 Unrestricted (3,620,580) (6,509,698) (19,332,607) (39,525,390) (36,726,698) Total governmental activities net position 155,426,031 173,429,494 196,533,071 233,781,032 281,796,369 Business-type activities Net investment in capital assets 460,330,063 502,801,204 540,697,505 589,492,414 661,996,500 Restricted 8,892,547 11,516,207 20,209,408 32,678,917 38,024,525 Unrestricted 151,234,604 145,191,889 177,836,401 173,355,308 162,312,209 Total business-type activities net position 620,457,214 659,509,300 738,743,314 795,526,639 862,333,234 Primary government Net investment in capital assets 605,640,050 668,209,488 734,908,235 832,450,088 950,545,331 Restricted 22,629,171 26,047,115 41,864,356 63,027,665 67,998,761 Unrestricted 147,614,024 138,682,191 158,503,794 133,829,918 125,585,511 Total primary government net position 775,883,245$ 832,938,794$ 935,276,385$ 1,029,307,671$ 1,144,129,603$ (continued on the following page) (concluded) Source: Comprehensive Annual Financial Reports 146 CITY OF DENTON, TEXAS Table 2 CHANGES IN NET POSITION LAST TEN FISCAL YEARS (accrual basis of accounting) 2011 2012 2013 2014 2015 EXPENSES Governmental activities: General government $28,198,604 $29,421,275 $27,686,735 $30,476,840 $31,260,126 Public safety 49,154,371 52,496,010 52,906,985 56,893,859 58,132,146 Public works 16,089,302 18,662,029 18,663,884 16,950,280 20,331,934 Parks and recreation 12,421,893 12,968,426 13,714,245 14,543,461 14,982,742 Interest expense 5,046,724 4,755,938 4,464,309 4,339,154 4,384,973 Total governmental activities expenses 110,910,894 118,303,678 117,436,158 123,203,594 129,091,921 Business-type activities: Electric system 117,769,599 122,428,808 146,246,880 157,906,294 158,106,661 Water system 28,293,109 26,822,690 26,814,020 24,023,392 25,870,489 Wastewater system 20,455,424 20,890,614 21,467,088 22,176,191 24,307,305 Solid waste 20,008,746 21,695,322 21,730,796 23,844,055 26,766,890 Airport 1,326,397 1,472,155 1,608,989 2,435,446 2,100,281 Total business-type activities expenses 187,853,275 193,309,589 217,867,773 230,385,378 237,151,626 Total primary government expenses 298,764,169 311,613,267 335,303,931 353,588,972 366,243,547 PROGRAM REVENUES Governmental activities: Charges for services: General government 4,108,687 3,873,349 4,105,648 4,645,655 5,364,405 Public safety 7,075,328 7,069,770 7,767,083 7,064,927 7,276,024 Public works 525,024 1,086,269 1,159,605 885,010 707,604 Parks and recreation 3,964,517 3,951,433 4,059,383 5,833,238 4,926,465 Operating grants and contributions 4,270,697 2,598,157 3,118,105 4,788,149 3,380,119 Capital grants and contributions 7,497,908 4,292,468 14,671,571 11,127,695 10,443,220 Total governmental activities program revenues 27,442,161 22,871,446 34,881,395 34,344,674 32,097,837 Business-type activities: Charges for services: Electric system 131,435,554 132,352,950 136,655,892 150,362,507 167,696,288 Water system 36,790,720 36,265,061 37,586,306 34,865,803 37,572,331 Wastewater system 23,338,841 24,570,095 26,588,179 28,629,754 30,790,885 Solid waste 20,979,967 22,944,272 24,468,976 25,980,914 29,091,216 Airport 3,203,426 1,909,619 1,880,812 1,925,825 1,277,402 Capital grants and contributions 5,053,024 4,317,463 9,877,185 5,656,622 8,593,699 Total business-type activities program revenues 220,801,532 222,359,460 237,057,350 247,421,425 275,021,821 Total primary government program revenues 248,243,693 245,230,906 271,938,745 281,766,099 307,119,658 NET (EXPENSE)/REVENUE Governmental activities (83,468,733) (95,432,232) (82,554,763) (88,858,920) (96,994,084) Business-type activities 32,948,257 29,049,871 19,189,577 17,036,047 37,870,195 Total primary government program net expense (50,520,476)$ (66,382,361)$ (63,365,186)$ (71,822,873)$ (59,123,889)$ 147 CITY OF DENTON, TEXAS Table 2 CHANGES IN NET POSITION LAST TEN FISCAL YEARS (accrual basis of accounting) 2016 2017 2018 2019 2020 EXPENSES Governmental activities: General government $33,847,052 $40,761,972 $37,968,945 $39,051,942 $37,921,928 Public safety 63,118,516 68,546,557 71,945,219 77,883,435 82,119,480 Public works 24,557,482 24,994,628 25,683,779 24,502,864 26,049,847 Parks and recreation 16,043,697 16,792,417 17,422,273 17,710,634 15,759,371 Interest expense 4,664,608 4,970,968 5,379,149 6,750,917 6,757,736 Total governmental activities expenses 142,231,355 156,066,542 158,399,365 165,899,792 168,608,362 Business-type activities: Electric system 145,963,753 174,900,860 168,110,899 236,131,640 195,306,979 Water system 26,000,734 28,202,500 27,481,058 29,689,758 32,013,603 Wastewater system 23,921,154 26,730,157 26,284,049 28,317,484 31,018,019 Solid waste 29,435,101 34,532,856 29,028,299 30,541,859 32,370,675 Airport 2,536,460 1,930,767 1,802,703 2,017,380 1,706,646 Total business-type activities expenses 227,857,202 266,297,140 252,707,008 326,698,121 292,415,922 Total primary government expenses 370,088,557 422,363,682 411,106,373 492,597,913 461,024,284 PROGRAM REVENUES Governmental activities: Charges for services: General government 6,015,305 5,266,777 6,489,438 6,460,483 8,007,187 Public safety 9,827,784 8,773,221 8,221,314 7,233,973 5,234,958 Public works 729,528 879,453 649,293 712,953 1,177,961 Parks and recreation 5,268,637 4,414,379 4,852,322 5,868,619 3,022,162 Operating grants and contributions 2,855,501 4,667,791 3,697,696 4,092,532 8,991,320 Capital grants and contributions 5,885,033 17,180,091 33,991,306 28,085,591 34,911,879 Total governmental activities program revenues 30,581,788 41,181,712 57,901,369 52,454,151 61,345,467 Business-type activities: Charges for services: Electric system 166,290,498 172,027,080 198,748,366 242,437,211 217,111,983 Water system 38,181,034 41,332,006 48,912,059 45,886,900 47,125,123 Wastewater system 31,900,885 33,360,603 35,594,624 35,042,110 36,146,835 Solid waste 31,236,506 33,847,593 33,590,463 34,670,519 36,142,207 Airport 1,183,661 1,495,619 1,625,672 1,397,581 1,286,479 Capital grants and contributions 7,705,101 20,347,889 20,519,510 16,039,076 16,374,066 Total business-type activities program revenues 276,497,685 302,410,790 338,990,694 375,473,397 354,186,693 Total primary government program revenues 307,079,473 343,592,502 396,892,063 427,927,548 415,532,160 NET (EXPENSE)/REVENUE Governmental activities (111,649,567) (114,884,830) (100,497,996) (113,445,641) (107,262,895) Business-type activities 48,640,483 36,113,650 86,283,686 48,775,276 61,770,771 Total primary government program net expense (63,009,084)$ (78,771,180)$ (14,214,310)$ (64,670,365)$ (45,492,124)$ (continued on the following page) 148 CITY OF DENTON, TEXAS Table 2 CHANGES IN NET POSITION LAST TEN FISCAL YEARS (accrual basis of accounting) 2011 2012 2013 2014 2015 GENERAL REVENUES AND OTHER CHANGES IN NET POSITION Governmental activities: Taxes: Property tax $44,144,844 $45,174,160 $47,275,552 $48,833,077 $54,174,965 Sales tax1 22,871,282 25,886,940 26,522,473 27,764,114 30,601,965 Franchise tax 19,324,244 19,336,701 19,901,459 21,001,427 21,996,031 Hotel occupancy tax 1,513,468 1,555,347 1,910,125 1,982,643 2,156,294 Beverage tax 359,671 345,032 392,192 419,498 573,758 Bingo tax 21,963 20,889 20,774 20,684 20,380 Investment income 459,615 581,849 354,089 563,236 759,334 Gain on sale of capital assets - - - - 707,966 Miscellaneous 2,370,682 1,390,398 1,428,907 1,980,545 1,220,060 Transfers (10,430,082) 887,287 (101,707) 876,525 1,140,938 Total governmental activities 80,635,687 95,178,603 97,703,864 103,441,749 113,351,691 Business-type activities: Investment income 1,472,078 1,638,830 1,085,856 1,355,730 1,692,971 Gain on sale of capital assets - - - - 42,455 Miscellaneous 278,180 (690,967) 511,291 521,013 - Transfers 10,430,082 (887,287) 101,707 (876,525) (1,140,938) Total business-type activities 12,180,340 60,576 1,698,854 1,000,218 594,488 Total primary government 92,816,027 95,239,179 99,402,718 104,441,967 113,946,179 CHANGE IN NET POSITION Governmental activities (2,833,046) (253,629) 15,149,101 14,582,829 16,357,607 Business-type activities 45,128,597 29,110,447 20,888,431 18,036,265 38,464,683 Total primary government 42,295,551$ 28,856,818$ 36,037,532$ 32,619,094$ 54,822,290$ (continued on the following page) Source: Comprehensive Annual Financial Reports 1 Sales tax figures in fiscal years 2010 and prior present amounts net of economic incentive payments. 149 CITY OF DENTON, TEXAS Table 2 CHANGES IN NET POSITION LAST TEN FISCAL YEARS (accrual basis of accounting) 2016 2017 2018 2019 2020 GENERAL REVENUES AND OTHER CHANGES IN NET POSITION (concluded) Governmental activities: Taxes: Property tax $58,788,255 $64,348,754 $67,185,610 $71,351,314 $75,431,860 Sales tax1 32,624,297 36,841,137 38,270,026 38,330,825 39,337,834 Franchise tax 22,659,014 24,211,081 26,007,002 26,160,639 29,503,569 Hotel occupancy tax 2,243,264 2,374,221 2,733,720 3,039,747 2,142,483 Beverage tax 597,284 617,662 632,217 661,823 440,766 Bingo tax 18,910 13,633 11,244 11,445 13,527 Investment income 1,019,594 1,330,008 1,937,579 6,093,100 2,999,094 Gain on sale of capital assets 498,265 192,583 188,958 95,760 103,796 Miscellaneous 1,087,504 2,042,274 4,700,466 3,930,285 4,008,679 Transfers 1,184,433 916,940 (1,104,290) 1,018,664 1,296,624 Total governmental activities 120,720,820 132,888,293 140,562,532 150,693,602 155,278,232 Business-type activities: Investment income 2,010,008 3,471,635 4,083,560 9,026,713 6,099,964 Gain on sale of capital assets 1,197,915 383,741 240,740 - 232,484 Miscellaneous - - - - - Transfers (1,184,433) (916,940) 1,104,290 (1,018,664) (1,296,624) Total business-type activities 2,023,490 2,938,436 5,428,590 8,008,049 5,035,824 Total primary government 122,744,310 135,826,729 145,991,122 158,701,651 160,314,056 CHANGE IN NET POSITION Governmental activities 9,071,253 18,003,463 40,064,536 37,247,961 48,015,337 Business-type activities 50,663,973 39,052,086 91,712,276 56,783,325 66,806,595 Total primary government 59,735,226$ 57,055,549$ 131,776,812$ 94,031,286$ 114,821,932$ (continued on the following page)(concluded) Source: Comprehensive Annual Financial Reports 1 Sales tax figures in fiscal years 2010 and prior present amounts net of economic incentive payments. 150 CITY OF DENTON, TEXAS Table 3 FUND BALANCES OF GOVERNMENTAL FUNDS LAST TEN FISCAL YEARS (modified accrual basis of accounting) 2011 2012 2013 2014 2015 General fund Nonspendable -$ -$ -$ -$ -$ Committed to streets 921,779 - - - - Assigned to use of reserves 668,116 664,894 1,377,039 661,545 - Unassigned 22,834,108 25,171,186 24,378,139 25,176,737 27,365,168 Total general fund 24,424,003 25,836,080 25,755,178 25,838,282 27,365,168 All other governmental funds Restricted for: Debt Service 3,279,080 3,824,438 4,572,807 4,726,841 4,791,880 Parks and recreation 9,561,244 10,496,887 9,220,953 11,584,890 14,288,659 Streets and drainage projects 21,857,670 22,004,377 23,759,574 25,790,648 42,537,941 Other capital projects 5,907,877 8,444,073 12,231,061 11,925,978 10,603,695 Other grants and purposes 1,223,822 1,789,241 2,223,626 2,465,093 3,218,466 Committed to: Streets - 991,942 1,330,184 916,613 1,388,223 Parks and recreation 1,427,717 570,534 590,062 573,429 513,484 Other purposes 1,867,639 1,468,837 1,801,661 3,560,159 4,430,392 Assigned to: Streets and drainage projects 724,241 - 144,485 423,152 2,214,613 Other capital projects 1,332,105 3,003,344 2,599,101 2,868,390 1,666,029 Other purposes 77,341 49,026 56,900 34,847 49,630 Unassigned (758,734) (91,145) (8,901) (144,084) (73,857) Total all other governmental funds 46,500,002$ 52,551,554$ 58,521,513$ 64,725,956$ 85,629,155$ (continued on the following page) Source: Comprehensive Annual Financial Reports 151 CITY OF DENTON, TEXAS Table 3 FUND BALANCES OF GOVERNMENTAL FUNDS (concluded) LAST TEN FISCAL YEARS (modified accrual basis of accounting) 2016 2017 2018 2019 2020 General fund Nonspendable -$ -$ -$ -$ 5,184$ Committed to streets - - - - - Assigned to use of reserves 99,365 - 1,398,704 160,606 - Unreserved, undesignated, unassigned 28,070,483 31,770,773 28,918,681 30,578,238 33,777,027 Total general fund 28,169,848 31,770,773 30,317,385 30,738,844 33,782,211 All other governmental funds Restricted for: Debt Service 4,893,032 5,409,144 5,529,483 5,453,180 5,325,062 Parks and recreation 13,553,834 10,599,568 9,153,654 12,723,077 17,586,279 Streets and drainage projects 46,511,509 51,149,305 82,702,916 75,897,954 75,037,095 Other capital projects 13,512,733 18,544,086 21,984,608 20,271,843 30,142,806 Other grants and purposes 3,319,230 4,104,036 7,158,843 7,171,142 5,704,555 Committed to: Streets 1,798,624 1,158,667 4,495,971 5,965,815 9,340,552 Parks and recreation 498,150 439,825 520,852 549,415 555,629 Other purposes 5,500,983 6,889,093 3,150,491 3,779,944 3,361,851 Assigned to: Streets and drainage projects 3,430,681 7,897,077 10,591,478 10,867,803 4,231,795 Other capital projects 3,728,955 6,945,492 7,440,133 8,907,816 7,459,112 Other purposes 74,558 59 59 61 181 Unassigned (242,338) (2,942,377) (943,930) (782,684) (987,611) Total all other governmental funds 96,579,951$ 110,193,975$ 151,784,558$ 150,805,366$ 157,757,306$ (continued on the following page)(concluded) Source: Comprehensive Annual Financial Reports 152 CITY OF DENTON, TEXAS Table 4 CHANGES IN FUND BALANCES OF GOVERNMENTAL FUNDS LAST TEN FISCAL YEARS (modified accrual basis of accounting) 2011 2012 2013 2014 2015 REVENUES: Taxes: Property tax 44,147,706$ 45,116,485$ 47,330,522$ 48,872,016$ 54,230,541$ Sales tax 22,871,282 25,886,940 26,522,473 27,764,114 30,601,965 Hotel occupancy tax 1,513,468 1,555,347 1,910,125 1,982,643 2,156,294 Beverage tax 359,671 345,032 392,192 419,498 573,758 Bingo tax 21,963 20,889 20,774 20,684 20,380 Licenses and permits 1,460,548 1,436,215 1,446,580 1,978,421 2,782,395 Franchise fees 19,324,244 19,336,701 19,901,459 21,001,427 21,996,031 Fines and forfeitures 4,929,110 5,462,133 5,342,966 6,261,579 6,505,175 Fees for services 8,395,583 8,519,763 8,683,278 10,187,195 9,391,260 Investment revenue 459,615 581,849 354,089 563,236 759,334 Intergovernmental 10,896,063 6,739,864 9,914,834 10,986,128 10,236,689 Miscellaneous 1,911,634 1,171,618 1,322,762 2,648,160 1,387,127 Total revenues 116,290,887 116,172,836 123,142,054 132,685,101 140,640,949 EXPENDITURES: General government 25,784,296 24,359,018 25,047,062 28,188,722 29,277,275 Public safety 46,561,747 48,118,051 51,303,825 53,380,064 55,978,174 Public works 7,483,926 8,608,554 9,425,446 9,979,997 12,439,131 Parks and recreation 10,913,450 11,315,951 12,274,908 12,808,701 13,277,516 Capital outlay 12,937,053 10,983,987 20,038,064 20,660,461 23,712,400 Debt service: Principal retirement 9,670,892 9,770,660 10,017,719 10,703,071 11,918,983 Advance refunding escrow - 130,111 110,145 - 120,519 Bond issuance costs 29,156 163,811 181,308 86,800 181,409 Interest and other charges 5,070,734 4,758,305 4,552,348 4,741,257 4,647,528 Total expenditures 118,451,254 118,208,448 132,950,825 140,549,073 151,552,935 Excess (deficiency) of revenues over (under) expenditures (2,160,367) (2,035,612) (9,808,771) (7,863,972) (10,911,986) OTHER FINANCING SOURCES (USES): Refunding bonds issued - 10,173,303 6,182,405 3,130,000 14,290,000 Payment to refunded bond escrow agent - (11,432,581) (6,547,180) (3,194,293) (15,604,758) Issuance of long-term debt 5,680,000 8,020,000 14,765,000 12,635,000 29,240,000 Premium on debt issuance 32,628 2,016,193 1,232,674 635,037 3,214,914 Insurance recoveries - 19,961 - - - Proceeds of capital lease - - - - - Sale of capital assets 303,307 153,127 148,417 85,059 715,685 Transfers in 1,968,253 4,741,735 2,980,448 3,596,433 4,557,824 Transfers (out)(7,915,382) (4,192,497) (3,063,936) (2,735,717) (3,071,594) Total other financing sources (uses)68,806 9,499,241 15,697,828 14,151,519 33,342,071 NET CHANGE IN FUND BALANCES (2,091,561)$ 7,463,629$ 5,889,057$ 6,287,547$ 22,430,085$ Debt service as a percentage of noncapital expenditures 14.0%13.6%12.9%12.9%13.0% Source: Comprehensive Annual Financial Reports (continued on the following page) 153 CITY OF DENTON, TEXAS Table 4 CHANGES IN FUND BALANCES OF GOVERNMENTAL FUNDS (concluded) LAST TEN FISCAL YEARS (modified accrual basis of accounting) 2016 2017 2018 2019 2020 REVENUES: Taxes: Property tax 58,802,856$ 64,317,641$ 67,055,807$ 71,393,395$ 75,413,501$ Sales tax1 32,624,297 36,841,137 38,270,026 38,330,825 39,337,834 Hotel occupancy tax 2,243,264 2,374,221 2,733,720 3,039,748 2,142,483 Beverage tax 597,284 617,662 632,217 661,823 440,766 Bingo tax 18,910 13,633 11,244 11,445 13,527 Licenses and permits 3,106,162 3,016,697 3,739,691 3,889,820 5,225,128 Franchise fees 22,659,014 24,211,081 26,007,002 26,160,639 29,503,569 Fines and forfeitures 6,433,158 6,039,401 5,539,793 5,147,203 2,621,002 Fees for services 10,927,305 10,395,166 10,536,817 11,583,743 10,328,261 Investment revenue 1,019,594 1,330,008 1,937,579 6,093,100 2,999,094 Intergovernmental 5,217,302 9,647,977 30,518,141 22,477,192 31,907,490 Miscellaneous 1,347,258 2,382,708 5,053,082 5,043,652 4,049,419 Total revenues 144,996,404 161,187,332 192,035,119 193,832,585 203,982,074 EXPENDITURES: General government 31,024,356 31,330,757 32,800,175 35,528,063 33,242,486 Public safety 59,067,019 61,156,694 66,355,282 71,257,658 77,408,797 Public works 11,604,966 15,871,804 14,710,211 14,579,218 14,018,054 Parks and recreation 13,987,694 14,140,518 14,671,894 15,221,092 13,118,332 Capital outlay 25,966,695 38,191,803 54,829,949 64,835,885 86,392,357 Debt service: Principal retirement 13,390,576 14,351,487 15,429,697 16,904,637 17,929,324 Advance refunding escrow 147,687 103,950 - - - Bond issuance costs 154,948 171,252 284,181 142,226 180,870 Interest and other charges 5,246,925 5,819,949 6,561,442 8,146,969 8,368,163 Total expenditures 160,590,866 181,138,214 205,642,831 226,615,748 250,658,383 Excess (deficiency) of revenues over (under) expenditures (15,594,462) (19,950,882) (13,607,712) (32,783,163) (46,676,309) OTHER FINANCING SOURCES (USES): Refunding bonds issued 12,045,000 10,850,000 - - 2,490,000 Payment to refunded bond escrow agent (14,075,445) (11,358,665) - - (2,973,354) Issuance of long-term debt 22,780,000 33,405,000 56,960,000 25,870,000 49,205,000 Premium on debt issuance 4,317,817 3,077,360 3,206,728 2,006,343 6,250,067 Insurance recoveries 30,624 86,992 18,135 88,954 - Proceeds of capital lease 150,155 - - - - Sale of capital assets 530,054 236,068 226,025 17,033 148,586 Transfers in 8,164,575 10,856,904 15,083,695 14,477,744 13,868,308 Transfers (out)(6,592,842) (9,987,828) (21,749,676) (10,234,644) (12,316,991) Total other financing sources (uses)27,349,938 37,165,831 53,744,907 32,225,430 56,671,616 NET CHANGE IN FUND BALANCES 11,755,476$ 17,214,949$ 40,137,195$ (557,733)$ 9,995,307$ Debt service as a percentage of noncapital expenditures 13.8%14.1%14.6%15.5%16.0% Source: Comprehensive Annual Financial Reports (concluded) 154 CITY OF DENTON, TEXAS Table 5 ASSESSED VALUE AND ESTIMATED ACTUAL VALUE OF TAXABLE PROPERTY LAST TEN FISCAL YEARS Estimated Market Value Less:Less:Total Taxable Total Direct Fiscal Real Personal Tax-Exempt Frozen Assessed Tax Year Property Property Property Value1 Value2 Rate 2011 6,744,096,534 879,202,496 1,393,181,072 - 6,230,117,958 0.68975 2012 6,903,311,493 933,580,101 1,424,516,590 - 6,412,375,004 0.68975 2013 7,083,330,127 1,125,646,116 1,492,264,875 - 6,716,711,368 0.68975 2014 7,427,124,969 1,161,189,421 1,609,090,116 - 6,979,224,274 0.68975 2015 8,285,049,321 1,329,999,883 1,817,871,596 - 7,797,177,608 0.68975 2016 8,989,650,946 1,332,290,743 1,858,794,929 - 8,463,146,760 0.68975 2017 9,784,179,133 1,429,040,012 2,040,968,652 - 9,172,250,493 0.68334 2018 11,218,394,767 1,497,275,644 2,298,809,194 - 10,416,861,217 0.63786 2019 12,399,345,379 1,376,428,125 2,348,204,604 112,974,494 11,314,594,406 0.62048 2020 13,680,931,478 1,807,156,540 2,698,699,972 177,067,782 12,612,320,264 0.59045 Source: Denton Central Appraisal District 1Fiscal year 2019 marks the first year of the Over 65/Disabled tax limitation (freeze). 2Total Taxable Assessed Value from 2013-2020 include the Downtown and West Park TIRZ's. 155 156 CITY OF DENTON, TEXAS Table 6 PROPERTY TAX RATES (PER $100 OF ASSESSED VALUE) DIRECT AND OVERLAPPING1 GOVERNMENTS LAST TEN FISCAL YEARS Denton Argyle City of Denton Independent Independent Fiscal Operating Debt Service Total Denton School School Year Rate Rate Direct Rate County District District 2011 0.47088 0.21887 0.68975 0.273900 1.53000 1.440050 2012 0.47088 0.21887 0.68975 0.277357 1.53000 1.460050 2013 0.47088 0.21887 0.68975 0.282867 1.53000 1.480050 2014 0.47480 0.21495 0.68975 0.284914 1.53000 1.475000 2015 0.48119 0.20856 0.68975 0.272200 1.54000 1.570050 2016 0.47456 0.21519 0.68975 0.262000 1.54000 1.570050 2017 0.46674 0.21660 0.68334 0.248409 1.54000 1.570050 2018 0.43031 0.20755 0.63786 0.237812 1.54000 1.585050 2019 0.40543 0.21505 0.62048 0.225574 1.54000 1.585050 2020 0.38536 0.20509 0.59045 0.225278 1.47000 1.508000 (continued on the following page) Source: Denton County Tax Office Denton County Central Appraisal District 1Overlapping rates are those of the school district and county government that apply to property owners within the City of Denton. School Districts Overlapping Rates 157 CITY OF DENTON, TEXAS Table 6 PROPERTY TAX RATES (PER $100 OF ASSESSED VALUE) (concluded) DIRECT AND OVERLAPPING1 GOVERNMENTS LAST TEN FISCAL YEARS Aubrey Krum Pilot Point Ponder Sanger Total Direct Independent Independent Independent Independent Independent & Overlapping Fiscal School School School School School Rates Year District District District District District (Range) 2011 1.540000 1.480000 1.370000 1.324890 1.360000 2.288540 - 2.503650 2012 1.540000 1.540000 1.370000 1.344610 1.372067 2.311717 - 2.507107 2013 1.540000 1.520000 1.370000 1.353292 1.372067 2.325909 - 2.512617 2014 1.510000 1.540000 1.370000 1.385000 1.372070 2.344664 - 2.514664 2015 1.510000 1.540000 1.370000 1.380800 1.372067 2.331950 - 2.532000 2016 1.510000 1.540000 1.370000 1.387500 1.372067 2.321750 - 2.521800 2017 1.510000 1.540000 1.370000 1.467840 1.372067 2.301749 - 2.501799 2018 1.510000 1.540000 1.370000 1.467790 1.372067 2.245668 - 2.460718 2019 1.590000 1.540000 1.370000 1.467790 1.372067 2.216051 - 2.436051 2020 1.568350 1.391830 1.268350 1.467780 1.308350 2.084082 - 2.384082 (continued on the following page)(concluded) Source: Denton County Tax Office Denton County Central Appraisal District 1Overlapping rates are those of the school district and county government that apply to property owners within the City of Denton. Overlapping Rates School Districts 158 CITY OF DENTON, TEXAS Table 7 PRINCIPAL PROPERTY TAXPAYERS CURRENT YEAR AND NINE YEARS AGO 2011 Percentage of Percentage of Taxable Total Taxable Taxable Total Taxable Assessed Assessed Assessed Assessed Name of Taxpayer Value Value1 Name of Taxpayer Value Value2 Wells Services Division of STC (Schlumberger)$217,915,750 1.73% Columbia Medical Center of Denton (Medical City Denton)$79,500,789 1.28% Target Corporation 114,203,742 0.91% PACCAR Inc. (Peterbilt)46,352,556 0.74% Winco Foods, LLC (Grocery Distributor)105,595,630 0.84% Inland Western Crossing (Denton Crossing Shopping Center)45,253,799 0.73% PACCAR Inc. (Peterbilt)101,638,893 0.81% Cypress Denton Station, LTD 36,113,213 0.58% Columbia Medical Center of Denton (Medical City Denton)84,688,656 0.67% Verizon Southwest (Telephone Company)33,371,000 0.54% Rayzor Ranch Marketplace Associates 63,166,324 0.50% GEL Timberlinks (The Timbers at Denton)26,450,000 0.42% Trdwind Timberlinks Borrower (Timberlinks at Denton Apartments)55,235,011 0.44% Devon Energy Production Co, LLP (Oil and Gas Production)25,356,550 0.41% Rayzor Ranch Town Center Associates 50,448,606 0.40% Range Texas Production, LLC (Oil and Gas Production)22,097,378 0.35% NREA Gardens, DST (Gardens at Denton Apartments)46,819,486 0.37% Denton Education Housing Corp (University Courtyard Apartments)21,312,452 0.34% Total 839,712,098$ 6.66%Total 335,807,737$ 5.39% Source: Denton Central Appraisal District 1Total taxable assessed value for tax year 2019 (fiscal year 2020) is $12,612,320,264. 2Total taxable assessed value for tax year 2010 (fiscal year 2011) is $6,230,117,958. 2020 159 160 CITY OF DENTON, TEXAS Table 8 PROPERTY TAX LEVIES AND COLLECTIONS LAST TEN FISCAL YEARS Taxes Levied Adjustments Adjusted Collected Within the Within the to Levy in Taxes Levied Fiscal Year of the Levy Collections Total Collections to Date Fiscal Fiscal Year Subsequent for the Percentage in Subsequent Year of the Levy Years Fiscal Year Amount of Levy Years 2011 43,890,121 (2,866) 43,887,255 43,447,508 99.00%388,292 2012 44,856,277 20,423 44,876,700 44,461,501 99.07%350,401 2013 46,965,495 35,838 47,001,333 46,638,975 99.23%293,509 2014 48,398,900 74,600 48,473,500 48,083,910 99.20%315,108 2015 53,829,793 (71,913) 53,757,880 53,503,029 99.53%152,385 2016 58,634,172 5,318 58,639,490 58,280,013 99.39%241,690 2017 64,030,255 (46,531) 63,983,723 63,702,954 99.56%169,161 2018 66,830,333 (41,570) 66,788,763 66,493,774 99.56%132,027 2019 70,914,567 (128,423) 70,786,144 70,345,941 99.38%240,957 2020 75,040,101 - 75,040,101 74,711,122 99.56%- (continued on the following page) Source: Denton Central Appraisal District 161 CITY OF DENTON, TEXAS Table 8 PROPERTY TAX LEVIES AND COLLECTIONS (concluded) LAST TEN FISCAL YEARS Total Collections to Date Fiscal Percentage Year Amount of Levy 2011 43,835,800 99.88% 2012 44,811,902 99.86% 2013 46,932,484 99.85% 2014 48,399,018 99.85% 2015 53,655,414 99.81% 2016 58,521,703 99.80% 2017 63,872,115 99.83% 2018 66,625,801 99.76% 2019 70,586,898 99.72% 2020 74,711,122 99.56% (continued on the following page)(concluded) Source: Denton Central Appraisal District 162 CITY OF DENTON, TEXAS Table 9 RATIO OF OUTSTANDING DEBT BY TYPE LAST TEN FISCAL YEARS General Certificates General Certificates Fiscal Obligation of Premiums,Other Revenue Obligation of Year Bonds Obligation Discounts Obligations Bonds Bonds Obligation 2011 73,395,650 43,036,419 1,475,673 1,879,906 187,525,000 47,209,350 150,553,581 2012 80,013,439 33,910,342 3,272,887 1,891,895 156,855,000 59,301,561 181,314,658 2013 80,719,761 37,514,485 3,737,386 983,249 144,225,000 55,970,239 222,955,515 2014 78,316,161 41,570,000 3,593,057 1,102,864 112,170,000 79,188,839 290,640,000 2015 95,019,058 41,590,000 6,039,823 2,079,227 63,340,000 108,585,942 359,375,000 2016 109,861,174 34,565,000 9,250,779 1,373,230 - 141,063,826 416,465,000 2017 118,267,663 49,285,000 10,994,176 498,062 214,890,000 127,677,337 467,620,000 2018 127,647,935 81,200,000 12,515,724 4,171 214,890,000 111,347,065 447,050,000 2019 135,507,957 83,560,000 12,749,386 - 214,890,000 118,682,043 414,890,000 2020 150,187,533 99,295,000 17,024,883 - 207,310,000 121,872,467 396,900,000 (continued on the following page) Source: Comprehensive Annual Financial Reports Note: Details regarding the City's outstanding debt can be found in the notes to the financial statements. Governmental Activities Business-Type Activities 163 CITY OF DENTON, TEXAS Table 9 RATIO OF OUTSTANDING DEBT BY TYPE (concluded) LAST TEN FISCAL YEARS Total Percentage Fiscal Premiums,Other Primary of Personal Per Year Discounts Obligations Government Income1 Capita1 2011 13,078,316 1,279,130 519,433,025 0.01970%4,510.02 2012 17,869,148 713,408 535,142,338 0.02127%4,578.25 2013 18,645,703 363,487 565,114,825 0.02030%4,789.84 2014 23,263,019 - 629,843,940 0.02127%5,242.28 2015 27,564,104 - 703,593,154 0.02359%5,723.67 2016 38,514,641 - 751,093,650 0.02494%5,994.94 2017 69,029,540 - 1,058,261,778 0.03176%8,230.63 2018 61,504,481 - 1,056,157,358 0.03044%7,965.29 2019 56,877,139 - 1,037,156,525 0.02752%7,574.52 2020 57,094,682 - 1,049,684,565 0.02558%7,446.90 (continued on the following page)(concluded) Source: Comprehensive Annual Financial Reports Note: Details regarding the City's outstanding debt can be found in the notes to the financial statements. 1See Table 13 for personal income and population data. Business-Type Activities 164 CITY OF DENTON, TEXAS Table 10 RATIO OF GENERAL BONDED DEBT OUTSTANDING LAST TEN FISCAL YEARS Less: Amounts Percentage of General Certificates Available Taxable Fiscal Obligation of Premiums,in Debt Value of Per Year Bonds Obligation Discounts Service Fund Total Property1 Capita2 2011 120,605,000 193,590,000 10,580,069 2,839,556 321,935,513 5.17%2,795.23 2012 139,315,000 215,225,000 18,283,190 3,460,027 369,363,163 5.76%3,159.98 2013 136,690,000 260,470,000 20,029,829 4,116,256 413,073,573 6.15%3,501.16 2014 157,505,000 332,210,000 25,434,647 4,261,848 510,887,799 7.32%4,252.19 2015 203,605,000 400,965,000 33,414,816 4,260,793 633,724,023 8.13%5,155.29 2016 250,925,000 451,030,000 47,765,420 4,314,370 745,406,050 8.81%5,949.54 2017 245,945,000 516,905,000 49,644,634 4,666,797 807,827,837 8.81%6,282.88 2018 238,995,000 528,250,000 46,011,204 4,773,267 808,482,937 7.76%6,097.39 2019 254,190,000 498,450,000 43,987,604 4,627,301 792,000,303 7.00%5,784.11 2020 272,060,000 496,195,000 50,850,724 4,515,678 814,590,046 6.46%5,779.04 Source: Comprehensive Annual Financial Reports (continued on the following page) Note: Details regarding the City's outstanding debt can be found in the notes to the financial statements. 1See Table 5 for property value data. 2See Table 13 for population data. 3In 2010, the City began issuing Certificates of Obligation not only for general government purposes which are repaid by property taxes, but also for utility related projects of the City. The Certificates of Obligation issued for utility purposes are repaid from the specific utility fund as revenue supported for which the debt was issued. General Bonded Debt Outstanding 165 CITY OF DENTON, TEXAS Table 10 RATIO OF GENERAL BONDED DEBT OUTSTANDING (concluded) LAST TEN FISCAL YEARS Percentage of Actual Taxable Fiscal Less: Revenue Net Tax Value of Per Year Supported Debt3 Supported Debt Property Capita2 2011 206,867,327 115,068,186 1.85%999.09 2012 255,626,522 113,736,641 1.77%973.04 2013 295,218,197 117,855,376 1.75%998.93 2014 391,670,429 119,217,370 1.71%992.26 2015 495,335,935 138,388,088 1.77%1,125.77 2016 596,043,467 149,362,583 1.76%1,192.15 2017 633,947,795 173,880,042 1.90%1,352.35 2018 591,892,545 216,590,392 2.08%1,633.47 2019 564,810,261 227,190,042 2.01%1,659.21 2020 552,598,308 261,991,738 2.08%1,858.68 (continued on the following page)(concluded) Note: Details regarding the City's outstanding debt can be found in the notes to the financial statements. 1See Table 5 for property value data. 2See Table 13 for population data. 3In 2010, the City began issuing Certificates of Obligation not only for general government purposes which are repaid by property taxes, but also for utility related projects of the City. The Certificates of Obligation issued for utility purposes are repaid from the specific utility fund as revenue supported for which the debt was issued. Tax Supported General Bonded Debt Outstanding 166 CITY OF DENTON, TEXAS Table 11 DIRECT AND OVERLAPPING GOVERNMENTAL ACTIVITIES DEBT AS OF SEPTEMBER 30, 2020 Estimated Estimated Share of Debt Percentage Overlapping Governmental Unit Outstanding Applicable1 Debt Debt repaid with property taxes: Denton Independent School District 1,080,238,914$ 62.06%670,396,271$ Denton County 611,835,000 12.50%76,479,375 Argyle Independent School District 189,286,350 8.63%16,335,412 Aubrey Independent School District 92,082,693 0.11%101,291 Krum Independent School District 35,843,203 8.38%3,003,660 Lake Dallas Independent School District 149,857,192 1.54%2,307,801 Pilot Point Independent School District 14,210,000 0.20%28,420 Ponder Independent School District 11,984,838 1.25%149,810 Sanger Independent School District 18,678,414 0.35%65,374 Subtotal, overlapping debt 768,867,414 City of Denton, direct debt 100.00%266,507,416 Total direct and overlappping debt 1,035,374,830$ Ratio of direct and overlapping funded debt to the City's taxable assessed valuation 8.21% Per capita overlapping funded debt 7,345 Source: Municipal Advisory Council of Texas website Note: Overlapping governments are those that coincide, at least in part, with the geographic boundaries of the city. This schedule estimates the portion of the outstanding debt of those overlapping governments that is borne by the residents and businesses of the City of Denton. This process recognizes that, when considering the City of Denton's ability to issue and repay long-term debt, the entire debt burden borne by the residents and businesses should be taken into account. However, this does not imply that every taxpayer is a resident, and therefore responsible for repaying the debt, of each overlapping government. 1The percentage of overlapping debt applicable is estimated using taxable assessed property values. Applicable percentages were estimated by determining the portion of the overlapping government's taxable assessed value that is within the City of Denton's boundaries and dividing it by the overlapping government's total taxable assessed value. 167 168 CITY OF DENTON, TEXAS Table 12 PLEDGED REVENUE COVERAGE LAST TEN FISCAL YEARS Less:Add: Fair Market Less:Franchise Fees Value Operating and Return Adjustment Expenses on Investment Fiscal Operating Investment to Investment Impact Fee Before Paid to Year Revenue Revenue Revenue2 Revenue Depreciation General Fund3 2011 186,359,226 1,340,539 (66,712) 5,205,889 136,774,866 14,304,393 2012 189,645,277 1,477,452 110,626 3,542,829 139,801,421 14,414,769 2013 197,126,041 983,424 (227,534) 3,704,336 164,688,198 14,582,800 2014 208,666,178 1,225,879 46,226 5,191,886 175,620,125 15,278,150 2015 229,583,483 1,512,820 156,230 6,476,021 175,131,645 16,356,904 2016 229,086,008 1,772,813 (132,432) 7,286,409 163,392,323 17,027,566 2017 239,310,663 3,150,469 (737,238) 7,409,026 182,455,762 18,215,432 2018 271,387,844 3,599,667 (707,351) 11,867,205 177,438,191 20,089,862 2019 311,420,814 7,852,695 2,174,835 11,945,407 236,743,123 20,527,742 2020 286,680,979 5,338,527 829,978 13,702,962 189,987,335 24,520,095 (continued on the following page) Source: Comprehensive Annual Financial Reports 1The Utility System includes the Electric, Water, and Wastewater funds. 2For the coverage calculation, the fair market adjustment to the value of investments is excluded. 3For the coverage calculation, franchise fees and return on investment payments to the General Fund are excluded from operating expenses. 4Revenue bond covenants required a times coverage of 1.25 or greater through fiscal year 2016. Starting in fiscal year 2017, revenue bond convenants require a times coverage of 1.00 or greater. 5Total times coverage provided to assess total bond debt related to the Utility System. Utility System1 Revenue Bonds 169 CITY OF DENTON, TEXAS Table 12 PLEDGED REVENUE COVERAGE (concluded) LAST TEN FISCAL YEARS Net Total Fiscal Available Times Times Times Year Revenue Principal Interest Coverage4 Principal Interest Coverage Coverage5 2011 70,501,893 8,460,000 7,982,284 4.29 4,610,000 7,315,189 5.91 2.49 2012 69,168,280 12,630,000 7,028,800 3.52 11,880,000 7,477,233 3.57 1.77 2013 51,935,937 13,260,000 6,437,088 2.64 9,940,000 9,115,348 2.73 1.34 2014 54,695,742 11,570,000 4,902,319 3.32 11,860,000 10,306,245 2.47 1.42 2015 78,641,353 10,210,000 2,551,456 6.16 15,535,000 14,115,713 2.65 1.85 2016 91,912,905 10,210,000 2,551,456 7.20 18,800,000 18,258,583 2.48 1.84 2017 86,367,066 - 3,680,389 23.47 25,495,000 21,419,293 1.84 1.71 2018 130,213,738 - 10,685,000 12.19 31,035,000 22,962,237 2.41 2.01 2019 112,828,700 - 10,685,000 10.56 34,805,000 21,067,832 2.02 1.70 2020 139,425,250 7,580,000 10,495,500 7.71 36,710,000 19,938,154 2.46 1.87 (continued on the following page)(concluded) Source: Comprehensive Annual Financial Reports 1The Utility System includes the Electric, Water, and Wastewater funds. 2For the coverage calculation, the fair market adjustment to the value of investments is excluded. 3For the coverage calculation, franchise fees and return on investment payments to the General Fund are excluded from operating expenses. 4Revenue bond covenants required a times coverage of 1.25 or greater through fiscal year 2016. Starting in fiscal year 2017, revenue bond convenants require a times coverage of 1.00 or greater. 5Total times coverage provided to assess total bond debt related to the Utility System. Revenue Bond Debt Certificate of Obligation & General Obligation Bond Debt Utility System1 Revenue Bonds 170 CITY OF DENTON, TEXAS Table 13 DEMOGRAPHIC AND ECONOMIC STATISTICS LAST TEN FISCAL YEARS Fiscal Estimated Personal Per Capita Median Grade School University Unemployment Year Population1 Income Income2 Age2 Enrollment3 Enrollment4 Rate5 2011 115,173 2,636,425,143 22,891 28.9 24,901 47,720 6.3% 2012 116,888 2,515,546,648 21,521 27.0 25,791 48,227 5.5% 2013 117,982 2,783,431,344 23,592 26.9 26,339 48,584 5.2% 2014 120,147 2,960,782,521 24,643 27.5 27,105 48,497 4.2% 2015 122,927 2,982,209,020 24,260 27.9 27,473 49,665 3.4% 2016 125,288 3,011,547,656 24,037 28.4 28,658 50,809 3.5% 2017 128,576 3,332,047,040 25,915 28.5 29,433 50,911 3.1% 2018 132,595 3,469,348,175 26,165 29.1 30,219 51,100 3.1% 2019 136,927 3,768,094,113 27,519 29.9 30,973 52,368 2.8% 2020 140,956 4,103,088,204 29,109 29.1 30,319 48,064 6.5% Sources: 2United States Census and Denton Chamber of Commerce 3Denton Independent School District 4University of North Texas' and Texas Woman's University's Denton campus enrollment 5Texas Workforce Commission estimate 1City of Denton Planning and Development Department estimate. Prior population figures have been adjusted to reflect the 2010 census data. 171 CITY OF DENTON, TEXAS Table 14 PRINCIPAL EMPLOYERS CURRENT YEAR AND NINE YEARS AGO 2020 2011 Percentage Percentage of Total City of Total City Name of Employer Employees Employment Name of Employer Employees Employment University of North Texas 4,614 6.37%University of North Texas 7,764 12.59% Denton Independent School District 4,417 6.10%Denton Independent School District 2,600 4.22% Peterbilt Motors- Headquarters & Plant 3,075 4.25%Texas Woman's University 1,586 2.57% Texas Woman's University 1,875 2.59%Peterbilt Motors- Headquarters & Plant 1,450 2.35% Denton County (in Denton)1,803 2.49%Denton County (in Denton)1,441 2.34% City of Denton 1,757 2.43%Denton State School 1,400 2.27% Denton State Supported Living Center 1,700 2.35%City of Denton 1,334 2.16% Texas Presbyterian Hospital 1,076 1.49%Federal Emergency Management Agency 1,100 1.78% Medical City Denton 950 1.31%Denton Regional Medical Center 850 1.38% Sally Beauty Holdings, Inc 950 1.31%Presbyterian Hospital of Denton 800 1.30% Total 22,217 30.69%Total 20,325 32.96% Source: Office of Economic Development & Denton Chamber of Commerce 172 CITY OF DENTON, TEXAS Table 15 FULL-TIME EQUIVALENT CITY GOVERNMENT EMPLOYEES BY FUNCTION/PROGRAM LAST TEN FISCAL YEARS Function / Program 2011 2012 2013 2014 2015 General government 195.00 204.25 210.25 210.25 218.75 Public safety Police 222.23 217.23 219.23 225.23 228.23 Fire 163.25 163.25 167.75 167.75 168.25 Animal services 8.00 9.00 11.00 11.00 13.00 Municipal Court/Judge 18.50 19.50 19.50 19.50 19.00 Public Safety Communication - - - - - Public works 39.00 41.00 44.00 46.00 49.50 Parks and recreation 142.58 141.08 143.35 145.81 145.81 Electric system 129.50 131.50 143.00 164.00 174.00 Water system 158.50 158.00 154.00 133.50 140.50 Wastewater system 88.37 92.37 97.25 100.75 108.75 Solid waste 98.50 105.50 115.00 117.00 120.00 Airport 5.00 5.50 6.50 6.50 7.50 Materials management 13.50 12.00 13.00 15.00 15.00 Fleet services 21.00 22.00 22.00 22.00 22.00 Technology services 26.00 27.00 29.00 31.00 36.00 Engineering - - - 31.00 34.00 Risk Retention 5.00 6.00 6.00 6.00 8.00 Customer Service - - - - - Facilities Management - - - - - Total 1,333.93 1,355.18 1,400.83 1,452.29 1,508.29 (continued on the following page) Source: City of Denton Budget Office Full-time Equivalent Employees for Fiscal Year 1Public Safety Communication moved out of Police in fiscal year 2019 into its own department. 173 CITY OF DENTON, TEXAS Table 15 FULL-TIME EQUIVALENT CITY GOVERNMENT EMPLOYEES BY FUNCTION/PROGRAM (concluded) LAST TEN FISCAL YEARS Function / Program 2016 2017 2018 2019 2020 General government 229.75 224.75 224.25 226.50 216.25 Public safety Police 230.23 249.73 253.73 239.73 258.23 Fire 177.25 184.25 191.25 194.25 197.25 Animal services 13.00 14.00 14.00 16.50 20.00 Municipal Court/Judge 19.00 18.00 17.00 15.50 15.75 Public Safety Communication1 - - - 30.00 33.50 Public works 54.50 61.00 60.00 55.00 56.00 Parks and recreation 148.48 157.73 157.73 163.93 164.63 Electric system 188.00 191.00 199.00 187.00 189.00 Water system 144.50 151.50 149.00 105.50 107.50 Wastewater system 111.25 111.25 110.00 113.50 125.00 Solid waste 124.50 132.50 132.50 122.50 128.00 Airport 7.50 6.50 6.00 6.00 6.00 Materials management 16.00 17.00 18.00 23.00 26.50 Fleet services 24.00 24.00 23.00 26.00 26.00 Technology services 36.00 43.00 44.00 56.75 61.75 Engineering 34.00 35.00 36.00 52.00 51.00 Risk Retention 8.00 9.00 9.00 10.00 10.00 Customer Service - - - 42.50 45.00 Facilities Management - - - - 20.50 Total 1,565.96 1,630.21 1,644.46 1,686.16 1,757.86 (continued on the following page)(concluded) Source: City of Denton Budget Office Full-time Equivalent Employees for Fiscal Year 1Public Safety Communication moved out of Police in fiscal year 2019 into its own department. 174 CITY OF DENTON, TEXAS Table 16 OPERATING INDICATORS BY FUNCTION/PROGRAM LAST TEN FISCAL YEARS Function / Program 2011 2012 2013 2014 2015 Public Safety Police Calls for service 84,899 81,104 81,084 83,704 84,434 Traffic citations issued 29,162 28,327 30,166 27,160 22,022 Fire Fire calls for service 3,423 3,316 3,845 4,183 3,933 EMS calls for service 7,458 7,657 7,717 7,977 8,079 Inspections (Businesses)4,370 4,310 4,366 4,830 4,066 Animal Services Animals sheltered 4,936 5,467 5,420 5,072 4,876 Animals adopted, transferred, or returned 3,730 4,332 4,209 3,895 3,870 Public Works Street repaving (lane miles)8.33 15.43 10.26 25.59 18.21 Pot holes repaired 10,535 10,807 7,227 8,996 11,872 Cutouts base failures (square feet)146,925 102,879 114,448 72,098 99,085 Crack seal maintenance (linear feet)116,556 117,780 155,838 77,451 59,115 Parks and Recreation Attendance Leisure Services 1,093,705 969,858 909,395 1,060,988 967,132 Water Park 200,553 212,123 215,605 209,406 218,232 Total Acres Maintained 2,570 2,405 2,272 2,425 2,469 Water Number of customers 31,222 31,372 31,837 32,405 33,465 Annual finished water production (in thousand gallons)7,331,902 6,750,840 6,827,186 6,155,724 6,355,608 Wastewater Number of customers 29,519 29,772 30,103 30,562 31,243 Annual wastewater discharge (in thousand gallons)4,852,097 4,966,250 4,943,270 4,926,080 5,834,100 Solid Waste Number of customers (residential and commercial)32,621 33,049 34,003 36,593 37,540 MSW Landfilled (tons)149,930 164,436 176,076 203,928 227,859 Recycling collections (tons)73,912 86,887 96,055 87,655 81,558 (continued on the following page) Source: Various city departments Fiscal Year 175 CITY OF DENTON, TEXAS Table 16 OPERATING INDICATORS BY FUNCTION/PROGRAM (concluded) LAST TEN FISCAL YEARS Function / Program 2016 2017 2018 2019 2020 Public Safety Police Calls for service 86,399 87,122 81,672 87,847 90,583 Traffic citations issued 20,207 22,323 20,251 22,747 10,896 2 Fire Fire calls for service 4,511 4,651 4,978 3,502 4,421 EMS calls for service 8,943 9,687 9,876 9,130 12,091 Inspections (Businesses)4,361 3,988 4,142 3,537 2,982 Animal Services Animals sheltered 5,032 4,944 4,924 5,027 4,059 Animals adopted, transferred, or returned 4,468 4,203 4,236 4,065 3,671 Public Works Street repaving (lane miles)25.69 28.36 32.01 16.89 11.66 Pot holes repaired 15,254 16,972 6,228 6,658 4,837 Cutouts base failures (square feet)152,002 95,601 328,022 72,819 160,661 1 Crack seal maintenance (linear feet)37,828 119,611 438,240 47,908 - 1 Parks and Recreation Attendance Leisure Services 1,007,102 1,082,246 1,166,987 1,000,918 421,364 2 Water Park 224,893 232,527 210,171 218,326 - 2 Total Acres Maintained 2,511 2,206 2,245 1,990 2,081 Water Number of customers 34,198 34,714 35,945 36,876 38,082 Annual finished water production (in thousand gallons)6,301,333 6,368,582 7,141,131 6,706,951 7,178,384 Wastewater Number of customers 32,077 32,618 33,987 34,873 35,922 Annual wastewater discharge (in thousand gallons)6,111,680 5,175,571 4,548,900 5,335,150 5,237,560 Solid Waste Number of customers (residential and commercial)39,806 41,219 42,499 43,256 44,736 MSW Landfilled (tons)251,305 268,000 276,537 310,487 401,563 Recycling collections (tons)113,743 117,155 105,493 48,025 35,680 (continued on the following page)(concluded) Source: Various city departments 1The City did less route and seal of the concrete pavement and more clean and seal of asphalt pavement during the year. The drop in # of cutouts and crack seal maintenance was due to resources beign allocated to other projects and programs. 2These numbers were impacted from the COVID19 pandemic. The Water Park did not open this year. Fiscal Year 176 CITY OF DENTON, TEXAS Table 17 CAPITAL ASSET STATISTICS BY FUNCTION/PROGRAM LAST TEN FISCAL YEARS Function / Program 2011 2012 2013 2014 2015 Public safety Police Police stations 1 1 1 1 1 Police patrol units 143 139 137 138 137 Fire Fire stations 7 7 7 7 7 Emergency vehicles 30 30 31 31 32 Animal services Animals shelters 1 1 1 1 1 Public works Lane miles added per year 1.56 2.45 12.00 12.20 5.83 Streetlights 6,996 6,987 7,020 7,067 7,164 Parks and recreation Parks 34 34 34 34 34 Parks and open spaces acreage 1,332 1,431 1,461 1,783 1,783 Recreation centers 12 12 12 12 12 Water Water mains (miles)560 565 572 592 604 Raw water (in thousand gallons)7,572,149 7,013,351 6,776,717 6,195,624 6,493,457 Wastewater Wastewater mains (miles)496 501 509 513 516 Maximum daily capacity (in million gallons)25 25 25 25 25 Solid waste Landfills 1 1 1 1 1 (continued on the following page) Source: Various city departments Fiscal Year 177 CITY OF DENTON, TEXAS Table 17 CAPITAL ASSET STATISTICS BY FUNCTION/PROGRAM (concluded) LAST TEN FISCAL YEARS Function / Program 2016 2017 2018 2019 2020 Public safety Police Police stations 1 1 1 1 1 Police patrol units 141 147 155 168 169 Fire Fire stations 7 7 7 7 7 Emergency vehicles 36 36 37 37 34 Animal services Animals shelters 1 1 1 1 1 Public works Lane miles added per year 8.11 22.45 22.64 85.60 23.49 Streetlights 7,233 7,414 7,771 7,889 8,199 Parks and recreation Parks 34 34 34 34 38 Parks and open spaces acreage 2,284 2,284 2,245 4,033 3,906 1 Recreation centers 12 12 12 12 12 Water Water mains (miles)618 626 631 631 642 Raw water (in thousand gallons)6,182,450 6,232,032 6,946,073 6,473,664 6,760,814 Wastewater Wastewater mains (miles)521 526 533 533 528 1 Maximum daily capacity (in million gallons)25 25 25 25 25 Solid waste Landfills 1 1 1 1 1 (continued on the following page)(concluded) Source: Various city departments 1The City revised these calculations using GIS technology and verification. Fiscal Year 178 179 CITY OF DENTON, TEXAS Exhibit XXXI SCHEDULE OF EXPENDITURES - BUDGET AND ACTUAL GENERAL FUND FOR THE YEAR ENDED SEPTEMBER 30, 2020 Variance with Actual on a Final Budget - Budgetary Positive Original Final Basis (Negative) EXPENDITURES: Personal Service 1,882,947$ 1,882,947$ 1,727,545$ 155,402$ Materials and Supplies 29,650 29,650 17,264 12,386 Insurance 15,859 15,859 15,859 - Miscellaneous 157,275 157,275 75,734 81,541 Operations, Services 150,273 150,273 121,636 28,637 Transfers - Interfund 222,141 222,141 214,585 7,556 City Manager's Office 2,458,145 2,458,145 2,172,623 285,522 Personal Service 313,766 313,766 312,297 1,469 Materials and Supplies 700 700 1,071 (371) Insurance 4,735 4,735 4,735 - Miscellaneous 1,000 1,000 - 1,000 Operations, Services 22,970 22,970 19,758 3,212 Transfers - Interfund 10,828 10,828 10,460 368 Cable Television 353,999 353,999 348,321 5,678 Personal Service 450,195 450,195 350,552 99,643 Materials and Supplies 3,800 3,800 750 3,050 Insurance 5,653 5,653 5,653 - Operations, Services 177,250 177,250 103,577 73,673 Transfers - Interfund 6,621 6,621 6,397 224 Internal Audit 643,519 643,519 466,929 176,590 Personal Service 940,964 940,964 981,411 (40,447) Materials and Supplies 213,475 213,475 178,674 34,801 Insurance 10,041 10,041 10,041 - Operations, Services 596,486 496,486 249,851 246,635 Transfers - Interfund 32,425 32,425 31,321 1,104 Public Communications 1,793,391 1,693,391 1,451,298 242,093 Personal Service 1,335,677 1,335,677 1,791,006 (455,329) Materials and Supplies 29,900 29,545 17,850 11,695 Maintenance and Repairs 500 500 - 500 Insurance 16,114 16,114 16,114 - Miscellaneous 45,000 45,000 38 44,962 Operations, Services 274,671 273,500 281,444 (7,944) Transfers - Interfund 124,519 126,045 120,282 5,763 Human Resources 1,826,381 1,826,381 2,226,734 (400,353) Personal Service 2,465,245 2,465,245 2,343,758 121,487 Materials and Supplies 58,863 63,863 57,301 6,562 Insurance 22,309 22,309 22,309 - Operations, Services 210,655 240,655 322,708 (82,053) Transfers - Interfund 91,169 91,169 88,069 3,100 Legal Administration 2,848,241$ 2,883,241$ 2,834,145$ 49,096$ (continued on the following page) Budgeted Amounts 180 CITY OF DENTON, TEXAS Exhibit XXXI SCHEDULE OF EXPENDITURES - BUDGET AND ACTUAL GENERAL FUND FOR THE YEAR ENDED SEPTEMBER 30, 2020 Variance with Actual on a Final Budget - Budgetary Positive Original Final Basis (Negative) EXPENDITURES: Personal Service 498,020$ 506,495$ 492,014$ 14,481$ Materials and Supplies 9,576 9,576 2,905 6,671 Insurance 4,839 4,839 4,839 - Operations, Services 8,285 8,285 6,806 1,479 Transfers - Interfund 35,335 35,335 34,133 1,202 Municipal Judge 556,055 564,530 540,697 23,833 Personal Service 2,693,494 2,693,494 2,572,920 120,574 Materials and Supplies 46,228 46,228 19,916 26,312 Maintenance and Repairs - - 160 (160) Insurance 27,971 27,971 27,971 - Miscellaneous 43,181 43,181 1,328 41,853 Operations, Services 1,071,012 973,804 635,168 338,636 Transfers - Interfund 172,915 270,123 262,033 8,090 Planning 4,054,801 4,054,801 3,519,496 535,305 Personal Service 2,905,722 2,905,722 2,870,710 35,012 Materials and Supplies 59,662 59,662 24,978 34,684 Maintenance and Repairs - - 97 (97) Insurance 44,644 44,644 44,644 - Operations, Services 129,540 129,540 58,043 71,497 Transfers - Interfund 297,527 297,527 287,405 10,122 Building Inspections 3,437,095 3,437,095 3,285,877 151,218 Personal Service 138,335 138,335 53,945 84,390 Materials and Supplies 184,600 124,600 69,722 54,878 Maintenance and Repairs 3,000 3,000 717 2,283 Insurance 2,702 2,702 2,702 - Operations, Services 21,335 21,335 - 21,335 Transfers - Interfund 15,811 75,811 15,274 60,537 Reprographics 365,783 365,783 142,360 223,423 Personal Service 129,318 129,318 152,742 (23,424) Materials and Supplies 2,250 2,250 801 1,449 Maintenance and Repairs 200 200 - 200 Insurance 5,399 5,399 5,399 - Miscellaneous 100 100 - 100 Operations, Services 257,038 257,038 213,626 43,412 Transfers - Interfund 28,093 28,093 27,138 955 Gas Well Review 422,398 422,398 399,706 22,692 Personal Service 976,561 976,561 812,818 163,743 Materials and Supplies 39,475 38,604 11,760 26,844 Insurance 39,714 39,714 39,714 - Operations, Services 493,321 494,192 304,885 189,307 Transfers - Interfund 71,486 71,486 69,054 2,432 Community Improvement 1,620,557$ 1,620,557$ 1,238,231$ 382,326$ (continued on the following page) Budgeted Amounts 181 CITY OF DENTON, TEXAS Exhibit XXXI SCHEDULE OF EXPENDITURES - BUDGET AND ACTUAL GENERAL FUND FOR THE YEAR ENDED SEPTEMBER 30, 2020 Variance with Actual on a Final Budget - Budgetary Positive Original Final Basis (Negative) EXPENDITURES: Personal Service 986,937$ 986,937$ 991,241$ (4,304)$ Materials and Supplies 39,900 39,900 27,712 12,188 Maintenance and Repairs - - 3,060 (3,060) Insurance 20,453 20,453 20,453 - Miscellaneous 1,200 1,200 180 1,020 Operations, Services 34,561 34,561 22,958 11,603 Transfers - Interfund 99,733 141,233 352,823 (211,590) Fixed Assets - (41,500) - (41,500) Municipal Court 1,182,784 1,182,784 1,418,427 (235,643) Personal Service 3,315,556 3,315,556 2,832,524 483,032 Materials and Supplies 70,675 75,675 39,557 36,118 Maintenance and Repairs 1,800 1,800 40 1,760 Insurance 35,745 35,745 35,744 1 Miscellaneous 1,590 1,590 665 925 Operations, Services 142,090 88,090 338,234 (250,144) Transfers - Interfund 398,297 447,297 433,748 13,549 Finance 3,965,753 3,965,753 3,680,512 285,241 Personal Service 691,184 691,184 588,031 103,153 Materials and Supplies 40,650 40,650 9,517 31,133 Maintenance and Repairs 5,600 5,600 35,249 (29,649) Insurance 7,879 7,879 7,879 - Miscellaneous 72,000 72,000 48,686 23,314 Operations, Services 4,097,778 4,097,778 3,555,944 541,834 Transfers - Interfund 47,712 47,712 46,089 1,623 Economic Development 4,962,803 4,962,803 4,291,395 671,408 Personal Service 6,838,081 6,838,081 5,390,616 1,447,465 Materials and Supplies 837,795 843,800 305,070 538,730 Maintenance and Repairs 632,509 627,509 344,185 283,324 Insurance 160,726 160,726 160,726 - Miscellaneous 1,940 6,940 4,549 2,391 Operations, Services 2,908,395 2,800,395 2,287,455 512,940 Transfers - Interfund 696,675 798,670 932,907 (134,237) Capital Outlay 38,150 38,150 69,654 (31,504) Parks & Recreation 12,114,271 12,114,271 9,495,162 2,619,109 Personal Service 3,973,442 3,973,442 3,863,665 109,777 Materials and Supplies 156,171 124,921 82,712 42,209 Maintenance and Repairs 73,081 78,481 74,284 4,197 Insurance 95,539 95,539 95,539 - Operations, Services 502,371 491,959 381,276 110,683 Transfers - Interfund 897,452 944,424 1,062,903 (118,479) Capital Outlay 483,967 486,257 334,262 151,995 Library 6,182,023 6,195,023 5,894,641 300,382 (continued on the following page) Budgeted Amounts 182 CITY OF DENTON, TEXAS Exhibit XXXI SCHEDULE OF EXPENDITURES - BUDGET AND ACTUAL GENERAL FUND FOR THE YEAR ENDED SEPTEMBER 30, 2020 Variance with Actual on a Final Budget - Budgetary Positive Original Final Basis (Negative) EXPENDITURES: Personal Service 1,132,652$ 1,132,652$ 1,039,585$ 93,067$ Materials and Supplies 16,933 16,933 15,365 1,568 Maintenance and Repairs 843,075 843,075 756,953 86,122 Insurance 26,121 26,121 27,385 (1,264) Miscellaneous 2,200 2,200 1,242 958 Operations, Services 154,288 154,288 224,112 (69,824) Transfers - Interfund 134,791 134,791 409,782 (274,991) Traffic Operations 2,310,060 2,310,060 2,474,424 (164,364) Operations, Services 850,000 850,000 820,716 29,284 Street Lighting 850,000 850,000 820,716 29,284 Personal Service 34,247,084 34,247,084 33,414,024 833,060 Materials and Supplies 664,297 641,897 710,506 (68,609) Maintenance and Repairs 6,650 7,651 3,562 4,089 Insurance 654,000 654,000 654,000 - Miscellaneous 220,048 221,048 176,065 44,983 Operations, Services 1,149,004 1,169,404 1,198,009 (28,605) Transfers - Interfund 2,992,255 2,992,255 2,929,579 62,676 Fixed Assets - - 15,743 (15,743) Police 39,933,338 39,933,339 39,101,488 831,851 Personal Service 1,537,446 1,537,446 1,490,920 46,526 Materials and Supplies 91,134 151,134 202,560 (51,426) Maintenance and Repairs 9,500 9,500 24,983 (15,483) Insurance 29,601 29,601 29,601 - Operations, Services 516,913 456,913 416,842 40,071 Transfers - Interfund 109,275 109,275 105,557 3,718 Capital Outlay - - - - Animal Services 2,293,869 2,293,869 2,270,463 23,406 Personal Service 27,437,043 27,437,043 28,237,757 (800,714) Materials and Supplies 647,611 648,611 694,565 (45,954) Maintenance and Repairs 135,638 94,373 80,122 14,251 Insurance 334,245 334,245 334,245 - Miscellaneous 92,650 92,650 55,045 37,605 Operations, Services 2,048,516 2,037,194 2,434,555 (397,361) Transfers - Interfund 1,088,092 1,139,220 1,457,993 (318,773) Capital Outlay 74,000 73,459 23,273 50,186 Fire 31,857,795$ 31,856,795$ 33,317,555$ (1,460,760)$ (continued on the following page) Budgeted Amounts 183 CITY OF DENTON, TEXAS Exhibit XXXI SCHEDULE OF EXPENDITURES - BUDGET AND ACTUAL (concluded) GENERAL FUND FOR THE YEAR ENDED SEPTEMBER 30, 2020 Variance with Actual on a Final Budget - Budgetary Positive Original Final Basis (Negative) EXPENDITURES: Personal Service 288,721$ 288,721$ 288,312$ 409$ Materials and Supplies 5,465 5,464 805 4,659 Insurance 5,472 5,472 5,472 - Miscellaneous 685,120 685,120 535,447 149,673 Operations, Services 702,440 702,440 340,412 362,028 Transfers - Interfund 29,494 29,494 28,491 1,003 Fixed Assets - 1 - 1 Agency Contributions 1,716,712 1,716,712 1,198,939 517,773 Personal Service (1,950,000) (1,950,000) 245,628 (2,195,628) Materials and Supplies 40,000 40,000 (17,771) 57,771 Miscellaneous 250,148 206,673 197,998 8,675 Operations, Services 1,354,909 812,388 1,861,900 (1,049,512) Transfers - Interfund 9,051,718 9,682,239 9,341,560 340,679 Miscellaneous/Finance 8,746,775 8,791,300 11,629,315 (2,838,015) Personal Service 93,228,390 93,236,865 92,844,021 392,844 Materials and Supplies 3,288,810 3,250,938 2,473,590 777,348 Maintenance and Repairs 1,711,553 1,671,689 1,323,412 348,277 Insurance 1,569,761 1,569,761 1,571,024 (1,263) Miscellaneous 1,573,452 1,535,977 1,096,977 439,000 Operations, Services 17,874,101 16,940,738 16,199,915 740,823 Transfers - Interfund 16,654,364 17,734,214 18,267,583 (533,369) Capital Outlay 596,117 556,367 442,932 113,435 TOTAL GENERAL FUND 136,496,548$ 136,496,549$ 134,219,454$ 2,277,095$ (concluded) Budgeted Amounts 184 185 City of Denton, Texas Federal and State Single Audit Reports Year Ended September 30, 2020 186 C O N T E N T S Page Independent Auditor's Report on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards ................................................................... 1 Independent Auditor's Report on Compliance for Each Major Federal and State Program, Report on Internal Control over Compliance, and Report on Schedules of Expenditures of Federal and State Awards Required by the Uniform Guidance and the State of Texas Uniform Grant Management Standards ................................................... 3 Schedule of Expenditures of Federal and State Awards ...................................................................................... 6 Notes to Schedule of Expenditures of Federal and State Awards ...................................................................... 9 Schedule of Findings and Questioned Costs………………………………………………………………………….10 187 Weaver and Tidwell, L.L.P. 2300 North Field Street, Suite 1000 | Dallas, Texas 75201 Main: 972.490.1970 CPAs AND ADVISORS | WEAVER.COM Independent Auditor's Report on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards The Honorable Mayor and City Council of City of Denton, Texas We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the financial statements of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information of City of Denton, Texas, (the City), as of and for the year ended September 30, 2020, and the related notes to the financial statements, which collectively comprise the City’s basic financial statements, and have issued our report thereon dated March 12, 2021. Internal Control over Financial Reporting In planning and performing our audit of the financial statements, we considered the City’s internal control over financial reporting (internal control) to determine the audit procedures that are appropriate in the circumstances for the purpose of expressing our opinions on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the City’s internal control. Accordingly, we do not express an opinion on the effectiveness of the City’s internal control. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the entity’s financial statements will not be prevented, or detected and corrected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. Compliance and Other Matters As part of obtaining reasonable assurance about whether the City’s financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the financial statements. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. 188 The Honorable Mayor and City Council of City of Denton, Texas Page 2 2 Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the entity’s internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the entity’s internal control and compliance. Accordingly, this communication is not suitable for any other purpose. WEAVER AND TIDWELL, L.L.P. Dallas, Texas March 12, 2021 189 Weaver and Tidwell, L.L.P. 2300 North Field Street, Suite 1000 | Dallas, Texas 75201 Main: 972.490.1970 CPAs AND ADVISORS | WEAVER.COM Independent Auditor's Report on Compliance for Each Major Federal and State Program, Report on Internal Control over Compliance, and Report on Schedule of Expenditures of Federal and State Awards Required by the Uniform Guidance and the State of Texas Uniform Grant Management Standards The Honorable Mayor and City Council of City of Denton, Texas Report on Compliance for Each Major Federal and State Program We have audited the City of Denton, Texas’ (the City) compliance with the types of compliance requirements described in the OMB Compliance Supplement and the State of Texas Uniform Grant Management Standards issued by the Texas Governor’s Office of Budget and Planning that could have a direct and material effect on each of the City’s major federal and state programs for the year ended September 30, 2020. The City’s major federal and state programs are identified in the summary of auditor’s results section of the accompanying schedule of findings and questioned costs. Management’s Responsibility Management is responsible for compliance with the statutes, regulations, contracts, and the terms and conditions of its federal and state awards applicable to its federal and state programs. Auditor’s Responsibility Our responsibility is to express an opinion on compliance for each of the City’s major federal and state programs based on our audit of the types of compliance requirements referred to above. We conducted our audit of compliance in accordance with auditing standards generally accepted in the United States of America; the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States; and the audit requirements of Title 2 U.S. Code of Federal Regulations (CFR) Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance); and the State of Texas Uniform Grant Management Standards (UGMS) issued by the Texas Governor’s Office of Budget and Planning. Those standards, Uniform Guidance and UGMS, require that we plan and perform the audit to obtain reasonable assurance about whether noncompliance with the types of compliance requirements referred to above that could have a direct and material effect on a major federal or state program occurred. An audit includes examining, on a test basis, evidence about the City’s compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion on compliance for each major federal and state program. However, our audit does not provide a legal determination of the City’s compliance. Opinion on Each Major Federal and State Program In our opinion, the City, complied, in all material respects, with the types of compliance requirements referred to above that could have a direct and material effect on each of its major federal and state programs for the year ended September 30, 2020. 190 The Honorable Mayor and City Council of City of Denton, Texas 4 Report on Internal Control over Compliance Management of the City is responsible for establishing and maintaining effective internal control over compliance with the types of compliance requirements referred to above. In planning and performing our audit of compliance, we considered the City’s internal control over compliance with the types of requirements that could have a direct and material effect on each major federal and state program to determine the auditing procedures that are appropriate in the circumstances for the purpose of expressing an opinion on compliance for each major federal and state program and to test and report on internal control over compliance in accordance with Uniform Guidance and UGMS, but not for the purpose of expressing an opinion on the effectiveness of internal control over compliance. Accordingly, we do not express an opinion on the effectiveness of the City’s internal control over compliance. A deficiency in internal control over compliance exists when the design or operation of a control over compliance does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, noncompliance with a type of compliance requirement of a federal or state program on a timely basis. A material weakness in internal control over compliance is a deficiency, or combination of deficiencies, in internal control over compliance, such that there is a reasonable possibility that material noncompliance with a type of compliance requirement of a federal or state program will not be prevented, or detected and corrected, on a timely basis. A significant deficiency in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance with a type of compliance requirement of a federal or state program that is less severe than a material weakness in internal control over compliance, yet important enough to merit attention by those charged with governance. Our consideration of internal control over compliance was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control over compliance that might be material weaknesses or significant deficiencies. We did not identify any deficiencies in internal control over compliance that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. The purpose of this report on internal control over compliance is solely to describe the scope of our testing of internal control over compliance and the results of that testing based on the requirements of the Uniform Guidance and UGMS. Accordingly, this report is not suitable for any other purpose. 191 The Honorable Mayor and City Council of City of Denton, Texas 5 Report on Schedules of Expenditures of Federal and State Awards Required by the Uniform Guidance and UGMS We have audited the financial statements of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information of City of Denton, Texas (the City), as of and for the year ended September 30, 2020, and the related notes to the financial statements, which collectively comprise the City’s basic financial statements. We issued our report thereon dated March 12, 2021 which contained unmodified opinions on those financial statements. Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the basic financial statements. The accompanying schedules of expenditures of federal and state awards is presented for purposes of additional analysis as required by the Uniform Guidance and UGMS and is not a required part of the basic financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the basic financial statements. The information has been subjected to the auditing procedures applied in the audit of the basic financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the basic financial statements or to the basic financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the schedules of expenditures of federal and state awards is fairly stated in all material respects in relation to the basic financial statements as a whole. WEAVER AND TIDWELL, L.L.P. Dallas, Texas March 12, 2021 192 City of Denton, Texas Schedule of Expenditures of Federal and State Awards For the Year Ended September 30, 2020 6 FEDERAL GRANTOR/FEDERAL PASSED PASS-THROUGH GRANTOR/ GRANT CFDA THROUGH TO PROGRAM TITLE I.D. NUMBER NUMBER EXPENDITURES SUBRECIPIENTS FEDERAL AWARDS U.S. Department of Housing and Urban Development Direct Awards: Community Development Block Grant B-15-MC-48-0036 14.218 55,718$ -$ Community Development Block Grant B-16-MC-48-0036 14.218 8,180 - Community Development Block Grant B-17-MC-48-0036 14.218 84,255 - Community Development Block Grant B-18-MC-48-0036 14.218 490,712 91,240 Community Development Block Grant B-19-MC-48-0036 14.218 377,401 179,724 Community Development Block Grant B-20-MC-48-0036 14.218 16,005 - Total CDBG Entitlement Grants Cluster 1,032,271 270,964 Home Investment Partnerships Program M-15-MC-48-0223 14.239 12,600 - Home Investment Partnerships Program M-16-MC-48-0223 14.239 186,664 - Home Investment Partnerships Program M-17-MC-48-0223 14.239 44,976 - Home Investment Partnerships Program M-18-MC-48-0223 14.239 263,309 - Home Investment Partnerships Program M-19-MC-48-0223 14.239 59,842 - Home Investment Partnerships Program M-20-MC-48-0223 14.239 21,759 - Subtotal - CFDA# 14.239 589,150 - Total U.S. Department of Housing and Urban Development 1,621,421 270,964 U.S. Department of Justice Direct Awards: U.S. Marshals Violent Offenders Task Force VOTF 16.000 78,223 - Organized Crime Drug Enforcement Task Force OCDETF 16.000 18,148 North Texas Organized Crime Task Force NTOCTF 16.000 8,857 Equitable Sharing Agreement & Certification TX0610200 16.922 243,254 Victim Assistance Coordinator 2019-V2-GX-0011 16.575 82,011 National Sexual Assault Kit Initiative 2019-AK-BX-0026 16.833 27,417 Coronavirus Emergency Supplemental Funding Program 2020-VD-BX-0934 16.034 1,080 - Total U.S. Department of Justice 458,990 - U.S. Department of Transportation Passed through Texas Department of Transportation: State and Community Highway Safety Grant 2020-DentonPD-S-1YG-00069 20.600 50,422 - IH35 E Frontage & Brinker Signal 0196-01-106 20.205 163,950 - Total U.S. Department of Transportation 214,372 - Institute of Museum and Library Services Passed through Texas State Library and Archives Commision (TSLAC): Interlibrary Loan Program LS-00-19-0044-19 45.310 18,648 - TexTreasures Grant Program LS-00-19-0044-19 45.310 24,820 - Collaborative Summer Library Program LS-00-18-0044-18 45.310 118 - Total Institute of Museum and Library Services 43,586 - National Endowment for the Humanities Passed through Humanities Texas: Library Relief Grant 2020-5909 45.129 92 - Total National Endowment for the Humanities 92 - U.S. Department of Health and Human Services Passed through Texas Health and Human Services Commission: Ambulance Services-Uncompensated Care Cost 000083801 93.778 923,869 - Total U.S. Department of Health and Human Services 923,869 - 193 City of Denton, Texas Schedule of Expenditures of Federal and State Awards For the Year Ended September 30, 2020 7 FEDERAL GRANTOR/FEDERAL PASSED PASS-THROUGH GRANTOR/ GRANT CFDA THROUGH TO PROGRAM TITLE I.D. NUMBER NUMBER EXPENDITURES SUBRECIPIENTS U.S. Department of Homeland Security Direct Awards: Staffing for Adquate Fire and Emergency Response (SAFER) Grant EMW-2016-FH-00195 97.083 252,415 - USSS' North Texas Financial Crimes Task Force USSS 97.000 5,000 - 2019 UASI Specialized Regional Response Teams Sustainment EMW-2019-SS-00034-S01 97.067 139,908 - Total Direct Awards 397,323 - Passed through Texas A&M Engineering Extension Office: National Urban Search & Rescue Response System 47-100-769 97.025 180,102 - Passed through Texas Division of Emergency Management (TDEM): Emergency Management Performance Grant EMT-2020-EP-00004 97.042 37,677 Disaster Grants-Public Assistance-Hurricane Laura N/A 97.036 16,725 - Disaster Grants-Public Assistance-Wildfire Season 2020 N/A 97.036 38,156 Disaster Grants-Public Assistance-COVID 19 N/A 97.036 47,422 - Total Passed Through Texas Division of Emergency Management (TDEM) 139,980 - Total U.S. Department of Homeland Security 717,405 - U.S. Department of Treasury Passed through Denton County, Texas Commissioners Court: Coronavirus Relief Fund N/A 21.019 4,802,113 - Total U.S. Department of Treasury 4,802,113 - U.S. Department of Labor Passed through Texas Workforce Commission: Unemployment Insurance Program-50% Chargeback Credit N/A 17.225 152,003 - Total U.S. Department of Treasury 152,003 - Federal Aviation Administration Passed through Texas Department of Transportation Aviation Division: Airport West Side Runway Grant N/A 20.106 1,958 - Total Federal Aviation Administration 1,958 - TOTAL EXPENDITURES OF FEDERAL AWARDS 8,935,809$ 270,964$ 194 City of Denton, Texas Schedule of Expenditures of Federal and State Awards For the Year Ended September 30, 2020 8 STATE GRANTOR/PASSED PASS-THROUGH GRANTOR/ GRANT THROUGH TO PROGRAM TITLE I.D. NUMBER EXPENDITURES SUBRECIPIENTS STATE AWARDS Office of the Texas Attorney General Chapter 59 Asset Forfeiture Award N/A 26,105$ -$ Total Office of the Texas Attorney General 26,105 - Texas Department of Transportation Airport Maintenance Grant M2018DNTO 50,000 - 50,000 - RTR-Mayhill Road - From IH35 East to US 380 0918-46-246 7,146,583 - RTR-Bonnie Brae Road - From IH35 East to US 377 0918-46-245 5,548,492 - RTR-ITS Communication Trunk Lines 0918-46-244 191,839 - RTR-Mckinney Street (Formerly FM 426) 0918-46-298 7,992,872 - RTR-Hickory Creek Road Project 0918-46-290 878,697 - RTR-N TX Blvd Roundabout 0918-46-281 26,541 - RTR-Fort Worth Drive Utility Improvement 0918-46-315 3,000,000 - IH35 E Frontage & Brinker Signal 0918-01-106 40,987 - Total Regional Toll Revenue (RTR) Transportation Projects 24,826,011 - Total Texas Department of Transportation 24,876,011 - Texas A&M Engineering Extension Service Urban Search & Rescue Response System 47-100-769 143,041 - Total Texas A&M Engineering Extension Service 143,041 - Texas Commission on Environmental Quality Alternative Fueling Facilities Program 582-21-14808-AF 1,613 - Alternative Fueling Facilities Program 582-21-14809-AF 1,613 - Alternative Fueling Facilities Program 582-21-14810-AF 1,613 - Alternative Fueling Facilities Program 582-21-14811-AF 1,613 - Total Texas Commission on Environmental Quality 6,452 - Texas Comptroller of Public Accounts Police-Law Enforcement Officer Standards & Education N/A 9,600 - Reimbursement for Sexual Assault Examinations N/A 1,779 - Total Texas Comptroller of Public Accounts 11,379 - TOTAL EXPENDITURES OF STATE AWARDS 25,062,988$ -$ TOTAL EXPENDITURES OF FEDERAL AND STATE AWARDS 33,998,797$ 270,964$ 195 City of Denton, Texas Notes to Schedule of Expenditures of Federal Awards For the Year Ended September 30, 2020 9 Note 1. General The accompanying Schedules of Expenditures of Federal Awards presents the activity of all applicable federal awards of the City of City of Denton, Texas (the City). The City’s reporting entity is defined in Note 1 to the financial statements. Federal awards received directly from federal agencies as well as federal awards passed through other government agencies are included on the schedule. The information in this Schedule is presented in accordance with the requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance) and the State of Texas Uniform Grant Management Standards (UGMS). Because the Schedule presents only a selected portion of the operations of the City, it is not intended to and does not present the financial position, changes in net position, or cash flows of the City. Note 2. Basis of Accounting The accompanying Schedule of Expenditures of Federal and State Awards is presented using the modified accrual basis of accounting. The modified accrual basis of accounting is described in Note 1 to the City’s basic financial statements. Note 3. Relationship to Federal Financial Reports Amounts reported in the accompanying schedule may not agree with amounts reported in the related federal financial reports with grantor agencies because of accruals which would be included in the next report filed with the agencies. Note 4. Indirect Costs The City has elected not to use the 10% de minimis indirect cost rate allowed under Uniform Guidance. 196 City of Denton, Texas Schedule of Findings and Questioned Costs For the Year Ended September 30, 2020 10 Section I - Summary of Auditor’s Results Basic Financial Statements: An unmodified opinion was issued on the financial statements. Internal control over financial reporting: Material weakness(es) identified? Yes X No Significant deficiency(ies) identified that is (are) not considered to be material weakness(es)? Yes X None reported Noncompliance which is material to the basic financial statements noted? Yes X No Federal and State Awards: Internal control over major programs: Material weakness(es) identified? Yes X No Significant deficiency(ies) identified that is (are) not considered to be material weakness(es)? Yes X None reported An unmodified opinion was issued on compliance for each major program. Any audit findings disclosed that are required to be reported in accordance with 2 CFR 200.516(a) or State of Texas Uniform Grant Management Standards? Yes X No Identification of major programs: CFDA Number/Grant Identification Number Name of Federal and State Program or Cluster Major Federal Program: 21.019 Coronavirus Relief Fund Major State Program: Regional Toll Revenue (RTR) Transportation Projects Dollar threshold used to distinguish Between type A and type B programs: $750,000 for federal programs $300,000 for state programs Auditee qualified as low-risk for federal single audit? X Yes No Auditee qualified as low-risk for state single audit? X Yes No 197 City of Denton, Texas Schedule of Findings and Questioned Costs - Continued For the Year Ended September 30, 2020 11 Section II - Financial Statement Findings None Section III - Federal and State Awards Findings and Questioned Costs None Section IV – Schedule of Prior Year Findings and Questioned Costs None 198 Weaver and Tidwell, L.L.P. 2300 North Field Street, Suite 1000 | Dallas, Texas 75201 Main: 972.490.1970 CPAs AND ADVISORS | WEAVER.COM March 12, 2021 To the Audit Committee of City of Denton, Texas We have audited the financial statements of City of Denton, Texas (the City) as of and for the year ended September 30, 3020, and have issued our report thereon dated March 12, 2021. Professional standards require that we advise you of the following matters relating to our audit. Our Responsibility in Relation to the Financial Statement Audit As communicated in our engagement letter dated August 10, 2020, our responsibility, as described by professional standards, is to form and express an opinion about whether the financial statements that have been prepared by management with your oversight are presented fairly, in all material respects, in accordance with accounting principles generally accepted in the United States of America. Our audit of the financial statements does not relieve you or management of your respective responsibilities. Our responsibility, as prescribed by professional standards, is to plan and perform our audit to obtain reasonable, rather than absolute, assurance about whether the financial statements are free of material misstatement. An audit of financial statements includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, as part of our audit, we considered the internal control of the City solely for the purpose of determining our audit procedures and not to provide any assurance concerning such internal control. We are also responsible for communicating significant matters related to the audit that are, in our professional judgment, relevant to your responsibilities in overseeing the financial reporting process. However, we are not required to design procedures for the purpose of identifying other matters to communicate to you. Planned Scope and Timing of the Audit We conducted our audit consistent with the planned scope and timing we previously communicated to you. Compliance with All Ethics Requirements Regarding Independence The engagement team, others in our firm, as appropriate, our firm, and our network firms have complied with all relevant ethical requirements regarding independence. 199 The Audit Committee of City of Denton, Texas March 12, 2021 Page 2 Qualitative Aspects of the Entity’s Significant Accounting Practices Significant Accounting Policies Management has the responsibility to select and use appropriate accounting policies. A summary of the significant accounting policies adopted by the City is included in Note I to the financial statements. There have been no initial selection of accounting policies and no changes in significant accounting policies or their application during 2020. No matters have come to our attention that would require us, under professional standards, to inform you about (1) the methods used to account for significant unusual transactions and (2) the effect of significant accounting policies in controversial or emerging areas for which there is a lack of authoritative guidance or consensus. Significant Accounting Estimates Accounting estimates are an integral part of the financial statements prepared by management and are based on management’s current judgments. Those judgments are normally based on knowledge and experience about past and current events and assumptions about future events. Certain accounting estimates are particularly sensitive because of their significance to the financial statements and because of the possibility that future events affecting them may differ markedly from management’s current judgments. The most sensitive accounting estimates affecting the financial statements are management’s estimate of the allowances for doubtful accounts; useful lives of depreciable assets; net pension liability; landfill closure/post closure liability; other post-employment benefits (OPEB) liability; decommissioning liability; and incurred but not reported (IBNR) liabilities for worker’ compensation claims, general liability claims, and health insurance claims. The fair value of derivative instruments is provided by a third party derivative consultant. The net pension and OPEB liabilities are based on actuarial calculations provided by TMRS. The estimate for the post closure landfill is based on calculations provided by City staff based on initial estimates determined by independent third parties. Decommissioning liability and IBNR liabilities are based on calculations performed by independent third parties. Allowances for doubtful accounts are calculated based on historical collection rates. Useful lives of depreciable assets are determined by management and compared to other comparable assets held by the City and other similar entities. We evaluated the key factors and assumptions used to develop these estimates in determining that they are reasonable in relation to the financial statements taken as a whole. Significant Difficulties Encountered during the Audit We encountered no significant difficulties in dealing with management relating to the performance of the audit. Uncorrected and Corrected Misstatements For purposes of this communication, professional standards require us to accumulate all known and likely misstatements identified during the audit, other than those that we believe are trivial, and communicate them to the appropriate level of management. Further, professional standards require us to also communicate the effect of uncorrected misstatements related to prior periods on the relevant classes of transactions, account balances or disclosures, and the financial statements as a whole and each applicable opinion unit. Management has corrected all identified misstatements. 200 The Audit Committee of City of Denton, Texas March 12, 2021 Page 3 In addition, professional standards require us to communicate to you all material, corrected misstatements that were brought to the attention of management as a result of our audit procedures. None of the misstatements identified by us as a result of our audit procedures and corrected by management were material, either individually or in the aggregate, to the financial statements taken as a whole or applicable opinion units. Disagreements with Management For purposes of this letter, professional standards define a disagreement with management as a matter, whether or not resolved to our satisfaction, concerning a financial accounting, reporting, or auditing matter, which could be significant to the city’s financial statements or the auditor’s report. No such disagreements arose during the course of the audit. Representations Requested from Management We have requested certain written representations from management, which are included in the attached letter dated March 12, 2021. Management’s Consultations with Other Accountants In some cases, management may decide to consult with other accountants about auditing and accounting matters. Management informed us that, and to our knowledge, there were no consultations with other accountants regarding auditing and accounting matters. Other Significant Matters, Findings, or Issues In the normal course of our professional association with the City, we generally discuss a variety of matters, including the application of accounting principles and auditing standards, operating and regulatory conditions affecting the entity, and operational plans and strategies that may affect the risks of material misstatement. None of the matters discussed resulted in a condition to our retention as the City’s auditors. Other Information in Documents Containing Audited Financial Statements Pursuant to professional standards, our responsibility as auditors for other information in documents containing the City’s audited financial statements does not extend beyond the financial information identified in the audit report, and we are not required to perform any procedures to corroborate such other information. However, in accordance with such standards, we have: We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management’s responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. 201 The Audit Committee of City of Denton, Texas March 12, 2021 Page 4 We have applied certain audit procedures to the combining individual and nonmajor fund financial statements in accordance with auditing standards generally accepted in the United States of America which consisted of auditing procedures applied in the audit of the basic financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the basic financial statements or to the basic financial statements themselves, and other additional procedures. Our responsibility also includes communicating to you any information which we believe is a material misstatement of fact. Nothing came to our attention that caused us to believe that such information, or its manner of presentation, is materially inconsistent with the information, or manner of its presentation, appearing in the financial statements. This report is intended solely for the information and use of the Audit Committee, City Council, and management of the City and is not intended to be and should not be used by anyone other than these specified parties. WEAVER AND TIDWELL, L.L.P. 202 City of Denton Year Ended September 30, 2020 City Council Meeting ID 21-485 203 Overview ►Introduction ►Audit Process ►Audit Results and Communications ►Discussion 2ID 21-485 204 Audit Engagement Leadership John DeBurro, CPA | Partner Jeff Wada, CPA| Manager Audit engagement partner 20+years of experience Practice emphasis in auditing cities, school districts, and nonprofit agencies Audit manager 7+years of experience Practice emphasis in auditing cities, school districts and nonprofit agencies THERE WHEN YOU NEED US. Remember: Weaver is your auditor all year; we are always available to answer routine questions. 3ID 21-485 205 AUDIT PROCESS ID 21-485 206 The Audit Cycle Initial Audit Planning Fieldwork Interim -Aug Final –Jan/Feb Issue Opinion March 12 Council Meeting March 23 Discuss Developments, Prepare for Next Season Audit Committee Meeting March 19 Continuous Communication 5ID 21-485 207 Audit Process Audit Standards —Performed the audit in accordance with Generally Accepted Auditing Standards (GAAS) and Generally Accepted Government Auditing Standards (GAGAS). Single Audit —Performed the single audit of federal awards in accordance with the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance).Performed the single audit of state awards in accordance with Uniform Grant Management Standards (State Grants). Compliance —Performed tests of the City’s compliance with certain provisions of laws, regulations, contracts and grant agreements, including items such as compliance with PFIA . 6ID 21-485 208 Audit Process ►Risk-based approach focused on specific risks: »Revenue recognition and related receivables »Capital projects, purchasing, and compliance with bidding procedures »Unrecorded liabilities »Evaluation of significant estimates »Effects of COVID-19 on expectations »Federal and state revenues and expenditures and compliance with related grant requirements ►Walked through controls over significant transaction cycles ►Tested internal controls over payroll and cash disbursements ►Performed transaction-specific data mining over journal entries 7ID 21-485 209 Audit Process ►Other Areas Tested: •Fraud and non-compliance inquiries were made during the planning process and throughout our audit •Federal Single Audit –Major Program: Coronavirus Relief Fund •State Single Audit –Major Program: Regional Toll Revenue (RTR) projects •Information technology –review of processes and controls •Utility Bill recalculations •Adequacy of disclosures •Long-term debt, including review of new issuances •Tax revenues and collections •Allowance for doubtful accounts •Capital assets •Investments •Compliance with Public Funds Investment Act •Employee compensation •Enterprise Funds operating revenues and expenses •Landfill closure and post-closure estimate 8ID 21-485 210 AUDIT RESULTS AND COMMUNICATIONS ID 21-485 211 Audit Results: FINANCIAL STATEMENTS Internal control over financial reporting: Any material weakness(es)identified?NO Any significant deficiencies that are not material weaknesses?NONE REPORTED Any noted noncompliance material to financial statements?NO Type of Report Issued:UNMODIFIED 10ID 21-485 212 Audit Results: FEDERAL AND STATE AWARDS Internal control over major programs: Any material weakness(es)identified?NO Any significant deficiencies that are not material weaknesses?NO Any audit findings required to be reported under 2 CFR 200.516(a)?NO Type of Report Issued:UNMODIFIED Type of Auditee:LOW RISK Federal Major Program: Coronavirus Relief Fund State Major Program: Regional Toll Revenue (RTR) Transportation Projects 11ID 21-485 213 Communication Description Auditor’s responsibility under generally accepted auditing standards (GAAS) The financial statements are the responsibility of the City. Our audit was designed in accordance with GAAS in the U.S. and provide for reasonable rather than absolute assurance that the financial statements are free of material misstatement. Our responsibility is to express an opinion about whether the financial statements prepared by management with your oversight are fairly presented, in all material respects, in conformity with U.S. generally accepted accounting principles. Our audit of the financial statements does not relieve you or management of your responsibilities. The audit of the fiscal year 2020 financial statements is completed and we have issued an unmodified opinion. Required Communications 12ID 21-485 214 Communication Description Auditor’s responsibility under Government Auditing Standards In addition to the GAAS responsibilities, we are required to issue a written report on our consideration of internal controls and identify significant deficiencies, including material weaknesses, if any. Our reports do not provide assurance on internal controls. We design our audit to provide reasonable assurance of detecting material misstatements resulting from noncompliance with provisions of contracts or grant agreements that have a direct or material effect on the financial statements. We issue a written report on the results of these procedures; however, our report does not express an opinion on compliance. No findings noted. Required Communications 13ID 21-485 215 Communication Description Auditor Responsibility under Uniform Guidance (Federal) and Uniform Grants Management Standards (State) Our testing includes the major federal and state programs. We report on such testing, and disclose significant deficiencies in internal control over compliance, including material weaknesses we identify, if any. Our report does not provide assurance on internal control over compliance. We perform procedures for the purpose of expressing an opinion on whether major federal financial assistance programs have been administered in compliance with applicable laws and regulations. The audit of the fiscal year 2020 major federal and state financial assistance programs has been completed and we have issued unmodified opinions. Required Communications 14ID 21-485 216 Required Communications 15 Communication Results Unusual transactions and the adoption of new accounting principles New GASB Statements The significant accounting policies used by the City are described in Note 1 to the financial statements. No new GASB statements were implemented in FY2020. We noted no transactions entered into by the City during the year for which there is a lack of authoritative guidance or consensus. FY2021 –GASB 84 –Fiduciary Activities FY2022 –GASB 87 -Leases ID 21-485 217 Communication Results Difficulties encountered No difficulties or disagreements arose during the course of our audit. Management representations We requested certain representations from management that were included in the management representation letter dated March 12, 2021. Auditor independence No independence issues noted. Other information contained in documents containing audited financial statements We performed limited procedures on the Management’s Discussion and Analysis (MD&A) and Required Supplementary Information (RSI). We did not provide any assurance on this information. Management judgments and accounting estimates Management’s estimates of allowances for uncollectible receivables;estimated useful lives of capital assets; pension, OPEB, landfill closure/post-closure and IBNR liabilities, fair value of investments, and the decommissioning liability were evaluated and determined to be reasonable in relation to the financial statements as a whole. Required Communications 16ID 21-485 218 Communication Results Audit adjustments and Passed adjustments Professional standards require us to accumulate all known and likely misstatements identified during the audit, other than those that are trivial, and communicate them to the appropriate level of management. There were no passed adjustments noted during the audit. We had no audit adjustments during the course of fieldwork. Other material written communications between Weaver and Tidwell, L.L.P., and the City of Denton Nothing to note Required Communications 17ID 21-485 219 DISCUSSION Contact Us John DeBurro Partner, Assurance Services Direct: (972) 448.6970 Email: john.deburro@weaver.com ID 21-485 220 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-342,Version:1 AGENDA CAPTION Receive a report,hold a discussion,and give staff direction regarding processes,impacts,and results of service delivery during the February 2021 inclement weather event by the following departments: 1.Parks and Recreation & Community Services 2.Finance/Purchasing/Warehouse/Compliance 3.Public Affairs/DTV City of Denton Printed on 3/19/2021Page 1 of 1 powered by Legistar™221 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office ICM: Sara Hensley DATE: March 23, 2021 SUBJECT Receive a report, hold a discussion, and give staff direction regarding processes, impacts, and results of service delivery during the February 2021 inclement weather event by the following departments: 1. Parks and Recreation & Community Services 2. Finance/Purchasing/Warehouse/Compliance 3. Public Affairs/DTV BACKGROUND On February 14, 2021, severe inclement weather impacted the City of Denton and resulted in unprecedented demand for services which impacted departments city-wide. An emergency/disaster event of this magnitude required a thorough review of departmental processes, impacts, and results of service delivery. Staff in various departments have been asked to update City Council in the following areas as applicable to their respective service delivery areas: 1.What were the intended results of your department operation/s? 2.What was supposed to happen during this weather event under your departments areas of responsibilities? 3.What were the actual results? What actually happened under your departmental areas of responsibilities? Did you have to vary operations under these circumstances? If so, what? 4.What caused the results of your operations and what were the differences, if any. 5.What worked, what did not and why? 6.What will we sustain and what do we need to improve regarding the operations of your areas of responsibilities? At Mayor Hudspeth’s request, City Council was asked to provide any potential questions in advance of department presentations in an effort to provide streamlined discussions. Answers to questions received will be incorporated into the presentations if/when at all possible. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 222 EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Presentation(s) Respectfully submitted: Sara Hensley Interim City Manager 223 Winter Storm Response:Parks and Recreationw/Community Services Gary Packan, Parks and Recreation Director Dani Shaw, Community Services Manager March 23, 2021 PAC 20-035; Sept. 4, 2020 1 Exhibit 3 224 3/23/2021 ID 21-342 •Interdepartmental Team (Fire/EMS Department, Police Department, CMO, Parks and Recreation, Community Services, Purchasing/Warehouse, Facilities, Public Affairs) •Communicating, monitoring, and planning for Inclement Weather: •Tues, Feb 9 –Implemented established temporary Inclement Weather Plan under COVID, including public communications •Tues, Feb 9 -Friday, Feb 12 –Interdepartmental team continues to monitor weather and resources, stay in daily communication with shelters •Thurs, Feb 11 –Approved temporary increase in Hotel Beds (alternative emergency shelter during COVID) to increase capacity of MKOC for anticipated additional guests •Thurs, Feb 11 –Coordinated with DCTA to provide emergency transportation shuttles •Friday, Feb 12 –MKOC and TSA shelters open 24/7 due to extreme weather forecast, increase inclement weather beds •Sat and Sun, Feb 13 and 14 -PD special assignment to offer transportation to warming stations and shelters with Parks & Rec vans Advanced Planning 225 3/23/2021 ID 21-342 Advanced Planning •Sat, Feb. 13 –Interdepartmental team met and recommended opening a 24-hour emergency warming station due to a number of unprecedented factors: •Specifically, the Feb. 12 statewide disaster declaration by Governor Greg Abbott for severe winter weather, and •A forecast that included a combination of the following over the next four to five days: Six inches or more of wintry precipitation; the potential for record low temperatures; and a wind chill factor expected to be below zero degrees Fahrenheit. •Sat, Feb. 13 –Interdepartmental team rapidly planned to set-up and open the Civic Center as a 24-hr emergency warming station, including the following components: •Delivering and setting up cots/tables/chairs with appropriate spacing •Purchasing and delivering items (blankets/pillows/water/snacks) •Developing and staffing a 24/7 schedule to operate and manage the station, including also scheduling onsite Police and EMS •Developing Facility Use Rules •Communicating to the public and non-profits •Coordinating all other logistics (regular cleaning schedules, laundry, kennels and food for pets, etc.) 226 3/23/2021 ID 21-342 •Sun, Feb 14 –Civic Center opens as 24-hour emergency warming station, PARD picking up staff to work •Mon, Feb 15 –Civic Center heat out due to HVAC mechanical issue, relocated the entire station to MLK (PARD staff relocating individuals and all of the cots/equipment/items) •Tues, Feb 16 –Water break at MLKRC, staff planned for possible relocation, but repairs were complete in 2 hours •Sat, Feb 20 –The Junction provides case management to assist with closing of 24-hr emergency warming station operations •The Junction also provided some supplies throughout the week for those that may have been living unsheltered (socks, clothing, jackets, hygiene items) Warming Station Attendance Operational Date North Lakes MLK 14-Feb 0 12 15-Feb 0 34 16-Feb 0 64 17-Feb 2 64 18-Feb 0 47 19-Feb 0 41 20-Feb 0 31 Operated Sunday, February 14 through Saturday, February 20; 149 total hours. Urgent Response 227 3/23/2021 ID 21-342 Urgent Response Snow and Ice Control •Responsible for clearing ice and snow for fire stations, police stations, and all city facilities. •Support Street Department with plowing and sanding roads. •Divided staff into 12-hour shifts including overnight to ensure 24-hour coverage. 228 3/23/2021 ID 21-342 Coordination Efforts •Coordinated ongoing emergency response efforts with City Resources, Community Groups, Business Owners •Provided contact list for property managers of mobile home and rentals for outreach •Assisted Community Groups with emergency storage and staging at 651 Mayhill Facility (3 days) o Provided staff to oversee facility and safety, executed hold harmless and indemnification agreements with organization and volunteers o Provided contact list for property managers of mobile home and rentals for outreach o Assisted with deliveries and distribution of food and water resources to Denton residents Ongoing Sustained Response 229 3/23/2021 ID 21-342 Ongoing Sustained Response Water Distribution and Showers •Coordinated and picked up resources from FEMA warehouse •Bottled water donation collection and distribution at Civic Center (Feb 20 –21) •Also, assisted with delivery to neighborhoods •Bottled water distribution ongoing at recreation centers and Natatorium for next 2 weeks •Provided access to shower facilities at North Lakes, MLK, and NAT for residents without water from February 22 through March 5 230 3/23/2021 Staff Commitment •A significant amount of department resources went into responding to the weather emergency. A total of 81 different staff members (plus Police and Fire) were involved in daily operations. Staff Hours Costs Ice and Snow Control 1,168 $ 30,434 Warming Station Operations 1,048.75 $ 36,706 Water Distribution/ Showers 190 $ 6,650 Warming Station Police -$ 12,031 Total 2,406.75 $ 85,821 *Table reflects operational man hours and does not include additional time spent coordinating response efforts. Based on $35 per hour for total employee cost.231 3/23/2021 ID 21-342 Lessons Learned •24-hour emergency warming station: •Staffing resource intensive (81 employees from PARD and all departments (not including PD/FD) and levels of the organization) •PD security is a necessary component •The layout of MLK Recreation Center is better suited to 24-hour emergency warming station operations than the Civic Center; segmented spaces, kitchen serving windows, showers, reception/intake area •Needed additional equipment for severe weather response (sand dryer, generators, fuel additives, road brine maker/sprayer, snow shovels, motorized spreader, minor lights, 4x4 vehicles, water shut offs in GIS) 232 3/23/2021 ID 21-342 Lessons Learned •Staffing plan/training to stand up short-term and long-term community response needs •Training for staff; activation and implementation •Scheduling staff was challenging coordinating multiple departments, different scheduling platforms, and no internet access. Designate one point person and ensure they have hot spot, backup power, and contact info for all staff •One central hub for supplies and service request •Resource to procure needed resources not on currently available •Improve coordination with departments for facility winterization, damage assessment and reporting •Communication chain clearly defined and make sure information is shared to all levels of staff 233 3/23/2021 ID 21-342 •Cross-training of staff at different centers due to COVID operations allowed for greater flexibility in filling shifts •Teamwork! Cross-departmental coordination to meet needs; staffing for emergency warming stations from all departments, PD and EMS, animal services, warehouse, facilities and more •Community partnerships aided in providing resources; The Junction (MKOC and ODB) Positive Takeaways 234 Questions? PAC 20-035; Sept. 4, 2020 12 3/23/2021 ID 21-342 235 1 Finance and Procurement & Compliance Department Winter Weather Update 236 2 Finance Department Goals •Meet organization’s needs •Advanced and clear guidance to customers •Accurately track expenses for future reimbursement File ID: 21-342 237 3 Results Opportunities •Payroll information provided to timekeepers on Monday, February 15 •No interruption of wire payments •Vendor payment processing suspended week of February 15 (checks and ACH) •Established accounting codes to track expenses forpotentialreimbursement. •Expense tracking guidance sent to employees and majority of expenses categorized correctly •Finalize update of Finance Disaster Plan •Train Finance staff on updated plan •Establish remote processes for most functions within Finance •Implementation of Accounts Payable Automation Software will further encourage use of ACH payments to vendors •Review policies related to emergency expenses to make recommendations for future emergencies •Clearly define eligible expenses •Train Finance staff on policies Finance Departments Outcome File ID: 21-342 238 4 Metrics –As of March 12, 2021 Transactions Amount P-Card 86 $6,976 Purchase Orders 7 $74,531 Warehouse Purchases 28 $4,320 Total 121 $85,827 Hours Worked Amount Regular Hours 10,339 $335,845 Overtime Hours 5,098 $249,659 Total 15,437 $585,504 •Cost Recovery Team working through FEMA reimbursement process •Expenses reported as of March 12, 2021 •Building expenses not included above File ID: 21-342 239 5 Procurement & Compliance Department Goals •Meet Organizational Needs •Provide Clear Guidance •Readily Available File ID: 21-342 240 6 Results •Compliance •Advance notice on how to handle food and lodging purchases •Process in place to document donations received •Real time information on open businesses for emergency crews •Purchasing •Advanced notice on how to request p-card increases •Procured commodities and services quickly •Established contracts in place to limit emergency purchases File ID: 21-342 241 7 Results •Warehouse •Sourced commodities needed for the Warming Station & Community Water Distribution •Flexible hours for utility departments including on call services •Utilized existing staff to wash bedding, re-stock Warming Station supplies, distribute water File ID: 21-342 242 8 Moving Forward •Update Emergency Procedures to include processes for operating if all systems go down •Establish minimum and maximum levels for emergency supplies (non-inventory) •Establish a list of readily available list of supplies and contracts to be utilized during future emergencies •Review existing policies related to food and lodging to make recommendations for future emergencies •Establish a readily available list of shared resources such as vehicles File ID: 21-342 243 9 Questions? Cassey Ogden-Finance Director Christine Taylor –Procurement & Compliance Director 244 2021 Winter Storm Report Public Affairs Ryan Adams Justin Harmon March 23, 2021 245 Preparation and Expectations •Winter Weather Protocol •Delineates responsibilities and key messages/timelines in winter events •www.cityofdenton.com/winterweather •Information HQ for expected winter event. •Preparatory information, resources, facility updates were expected •Expectation: Road Impacts, Facility Closures, Service Modifications 246 Challenges •3 Separate emergencies concurrently •Rapidly changing information •Need to provide information on 3 critical fronts •Power outages adversely affected digital communications •During outages, half of our team of 5-6 staff could work at any given time •Presented challenge for creating shifts as staff overlap was needed •Could not prepare with key staff on outages, boil water notice •Example: Water Conservation (Dripping Faucets, Flushing Lines, etc.) 247 Response •Established Dedicated Webpage as Info HQ Early On •Single, easily to remember source for relevant info •Evolved with changing needs (response and recovery) •Primarily utilized CodeRED and Social Media •CodeRED Social Media Website •Incredibly responsive with emails and social comments •Use of Spanish for key messages •Other Communication Methods •Town Hall •Continuous contact with local media, particularly DRC Feb. 13-26 •13 CodeRed Messages •64 FB Posts •239 Tweets •287,784 Engagements •150 Eng. Denton Tickets •340,015 Webpage views •48,810 Event Page Views 248 •Update communications protocols for outages, boil water notices •Incorporate into all protocols: -additional communications channels/staff -town hall/live updates -structured rumor response actions -Spanish-language procedures and guidelines •Create crisis preparation webpages (convert to response pages) •Grow digital audience through targeted drives •Consider reverse notification tools in 311/CRM procurement Takeaways 249 Questions 250 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-2388,Version:1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction on pending City Council requests for: (1) Inserting a mask requirement into municipal health codes City of Denton Printed on 3/19/2021Page 1 of 1 powered by Legistar™251 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office ICM: Sara Hensley DATE: March 23, 2021 SUBJECT Receive a report, hold a discussion, and give staff direction on pending City Council requests for: (1) Inserting a mask requirement into municipal health codes BACKGROUND During the annual City Council retreat on Saturday, August 17, 2019, the City Council agreed to a process to ensure there is a consensus of the City Council regarding the use of staff time when responding to requests from elected officials that anticipate taking more than two hours to complete or if there is a City Council policy decision to be made. The process developed during the retreat was further discussed and formally adopted at the August 27, 2019 City Council meeting (Exhibit 2). Staff will review one outstanding request for information per elected official during each work session. The weekly work session process will include staff introducing the requested topic followed by the requesting elected official having up to one minute to describe and justify their request. Remaining elected officials will then have up to one minute to provide feedback and indicate their support for the use of staff time to respond to the request. Staff will respond to all requests where a consensus of at least four elected officials is established. Responses will be provided in the requested format including Informal Staff Reports, Legal Status Reports, City Council work session topics, or ordinances and resolutions to be considered on future City Council agendas. The following item will be discussed during this work session: 1. Inserting a mask requirement into municipal health codes. a. Requestor: Council Member Armintor b. Council Member Request: “I'm writing to propose a 1-minute pitch for Tuesday's work session to insert a mask requirement in our municipal health codes to safeguard the health of workers and customers of city businesses until Texas reaches 75% COVID herd immunity. City law defines the role of Health Officer as "the consumer health manager" responsible for inspecting unhealthful, unsafe, and unsanitary conditions in "all places and premises in the city at reasonable times with the permission of the owner or occupant or may, upon issuance of an appropriate warrant, enter in and upon any premises within the city," defining unhealthful, unsafe, and unsanitary as follows: "(1)Unhealthful means a condition which is unclean, contaminated, or unwholesome;(2)Unsafe means a condition which is capable of causing harm or injury; and(3)Unsanitary means a condition containing or promoting disease-causing organisms and other harmful substances. (c)Unsanitary, unhealthful, or unsafe conditions SHALL INCLUDE, BUT NOT BE LIMITED TO the following...," followed by a list of conditions [caps emphasis mine].* City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 252 Austin has made a similar addition to their health codes, and in doing so has bought city workers and customers invaluable time while facing legal challenges from the state. If Denton City Council believes that this is a conversation worth having for public health and safety, without amending our COVID disaster declaration as preempted by Gov. Abbott, then we should have a work session on following in Austin's footsteps by inserting a mask provision into our health codes. *https://library.municode.com/tx/denton/codes/code_of_ordinances?nodeId=SPACOOR_CH14HEHU SE_ARTIIHEOF_S14-26DEHEOF Secs. 14-1—14-25. - Reserved. ARTICLE II. - HEALTH OFFICER Sec. 14-26. - Designation of city health officer. The duties provided in this chapter shall be performed by the city health officer. The city health officer is the consumer health manager. (Code 1966, § 13-18; Ord. No. 93-147, § I, 8-17-93; Ord. No. 97-114, § X, 4-1-97) Sec. 14-27. - Authority to make inspections and abate nuisances after notice. (a)The city health officer may inspect all places and premises in the city at reasonable times with the permission of the owner or occupant or may, upon issuance of an appropriate warrant, enter in and upon any premises within the city.(b)Upon finding any unsanitary, unhealthful, or unsafe condition, or any condition constituting a nuisance, the city health officer shall give the owner or occupant of such place or premises written notice to abate such condition within five (5) days. The following terms, when used in this chapter, shall have the meanings ascribed to them in this section, except where the context clearly indicates a different meaning:(1)Unhealthful means a condition which is unclean, contaminated, or unwholesome;(2)Unsafe means a condition which is capable of causing harm or injury; and(3)Unsanitary means a condition containing or promoting disease-causing organisms and other harmful substances. (c)Unsanitary, unhealthful, or unsafe conditions shall include, but not be limited to the following:(1)An accumulation of organic bodily waste which places the health of any person or animal at risk;(2)An animal shelter not in compliance with Texas Health and Safety Code Ann. § 823.003;(3)Any uninterred dead animal upon a premises;(4)Any unpreserved animal part or parts displayed on a premises, except in retail or wholesale establishments offering meat, fish, or poultry for sale such as grocery stores, butcher shops, or fish markets;(5)A steel trap set up on a premises designed to be capable of causing injury to any person or animal;(6)Any condition which is defined as a nuisance, pursuant to Texas Health and Safety Code Ann. § 341.011 et seq. (Ord. No. 93-147, § II, 8-17-93) Sec. 14-28. - Enforcement. (a)The city health officer may abate or cause the abatement by any reasonable means any unsanitary, unhealthful, or unsafe condition if not abated by the owner or occupant within five (5) days.(b)It shall be unlawful for any person to refuse to allow any authorized inspection of a premises.(c)It shall be unlawful for any person to keep, allow or maintain any unsanitary, unhealthful, or unsafe condition on a premises owned by him or under his care or occupancy after receiving a notice from the city health officer to abate such condition. (Ord. No. 93-147, § II, 8-17-93)” c. Staff Information: On Tuesday, March 16, 2021, staff presented a work session to City Council with a COVID-19 Update and sought direction on the local COVID disaster declaration and order. During the presentation, staff presented information on Governor Abbott’s Executive Order GA-34 which, among other items, ended the statewide mask mandate and pre-empted local governments from issuing any conflicting orders. During the discussion, Council Members asked about actions taken by the City of Austin in an effort to go against the state and continue mandating face coverings at the local level as the local health authority through a separate ordinance. City Attorney Leal answered questions regarding 253 that action and provided more information about the potential consequences, legal ramifications, and financial considerations of such a similar decision, including the likelihood of being sued by the Texas Attorney General. City Attorney Leal stated that Council could direct staff and legal to work on preparing a separate ordinance or more information if the Council desired. No Council Member followed up on the City Attorney’s suggestion and instead moved on to listen to the rest of the COVID-19 presentation. Staff believes the direction was clear and that Council did not wish for staff and legal to work on this further or work on a separate ordinance, as it was discussed and debated during the work session. d. Date requested: March 18, 2021 e. Format for response: Policy EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Ordinance No. 19-2026 Exhibit 3 – Presentation Respectfully Submitted: Stuart Birdseye Assistant to the City Manager 254 1 • 1 # • • 1 ' " : ' • R „ .1 1 l .. .' , . • ', M R . , ' ! . # ......., ' [ '.. . ': r - .... . 1 . #' . • .. ! . .. . `. • ... .. ...., ,. • - . + ... .,. ,.. R + . ' '. ' . . f` r * ' " • . . . . * * .• . _ . # . w f#•. ' " + '! ' . I , '! -, * • - ' ' . ., . •# # - .' . ! r *r i 1 • •,,. ' ••' '# . • 1''• ' 1 # . -, s . " . ' " !!' ' ' #' ' /' •' . ' _ •' ! i '' . - r "'•' # . . . a} Definitions. 1 . •- .• i . ! • ",." . . : .' . 1 # " , I . ! # ' . . • !' ' . w ' ' '' '•' • "" ' ""• " + " r • !"+ • • " ' ,' • # • ! /• j reporting ta, the City Manager or City Attorney. 255 b) City Council Requests for Information from City Staff. 1) All City Council requests for information from City Staff, must be submitted to the City Manager's Office via email and include at a minimum, the following details: a, Request Type; b. Purpase; c. Time Sensitivity; and d. Preferred Respanse Format. 2) The City Manager's Office and/or the City Attorney's Office will estimate the amaunt af time required to respond ta each request. 3) Requests estimated to take more than a total of twa hours to complete will be brought forward within the next 30 calendar days, to a City Council wark session to seek cansensus from the full City Council regarding the use af City Staff time to fulfill the request. Requests for information referred to a work session will fallow the procedures provided in sub-section (b) of Sectian 2-30. c) City Cauncil Requests for Informatian Referred to a Work Session. 1) A standing work session item will be added to each City Council agenda for City Council requests ta be cansidered. a. The requesting Council Member will be required ta pravide a clear, written explanation describing the reason for the informatian requested. This description will be included as an attachment ta the work session agenda materials and must he provided to the City Secretary in time to fully camply with Texas Open Meeting Act requirements. 2) During the work session, the requesting Cauncil Member will have a maximum af one minute to describe and justify their request. a. Remaining Cauncil Members will then have a maximum of one minute each to provide feedback and indicate their support for the use of City Staff time to respond ta the request, 3} City Staff will respond to all requests where a consensus of at least four elected officials is established. Each elected official will alsa have the option to request City Staff respond to a maximum of two requests per quarter where a consensus is not met, pravided each request in this category is not estimated to take mare than a total of ten City Staff hours to complete, Ta the extent possible, responses will be make in the requested format including Informal Staff Reports, Legal Status Reports, City Council work session topics, or ardinances and resalutians ta be cansidered on future City Council agendas. SECTION 2. This ordinance shall become effective immediately upon its passage and approval. 256 S„ECTION 3, To the extent not otherwise provided, this ordinance shall repeal every prior ordinance in conflict herewith, but only insofar as the portion of such ordinance shall be in conflict; and as to all other sections of the ordinance not in direct conflict herewith, this ordinance shall be and is hereby made cumulative except as to such prior ordinances or portions thereof as are expressly repealed hereby. SECTION 4. If any provision of this ordinance or the application thereof to any person or circumstance is held invalid by any court, such invalidity shall not affect the validity of the provisions or applications, and to this end the provisions of this ordinance are severable. ro ordinance was made by ' ° m Y ; ' ° The motion to app ve this and seconded by '' m , the ordinance was r,a.l anda z r•r y t 7 a l>r ir r N ..,. b Mayor Chris Watts: Gerard Hudspeth, District 1 Keely Briggs, District 2: Jesse Davis, District 3: John Ryan, District 4: Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 6: Aye Nay Abstain Absent PASSED AND APPROVED this the °,, day of , , _ t 2019, n. --,, w , ; C i' I: WATTS, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY° ' 6 . .,.o . w. , . ... ... ,,, APPROVED AS TO LEGAL FORM: AARON C.. ITY A"1 l! ;' y B Y: " „ . r r i ' y r>,, " " 4 r r , r , " G y 9 d 9 r 5i tl . 1, s ' w ,,.„d, y, i w , J' 257 City Council Pending Requests for Information City Council Meeting March 23, 2021 258 Work Session Process •Up to seven requests will be reviewed per meeting (one per Council Member) •Staff will introduce each request •The elected official that made the request will have up to one minute to describe and justify their request •Remaining elected officials will then have up to one minute to provide feedback and indicate their support for the use of staff time to respond to the request •Staff will respond to all requests where a consensus of Council is established Legistar ID: 20-2388 March 23, 2021 2 259 Item 1 Inserting a mask requirement into municipal health codes. Requestor: Council Member Armintor •Council Member Request: I'm writing to propose a 1-minute pitch for Tuesday's work session to insert a mask requirement in our municipal health codes to safeguard the health of workers and customers of city businesses until Texas reaches 75% COVID herd immunity. City law defines the role of Health Officer as "the consumer health manager" responsible for inspecting unhealthful, unsafe, and unsanitary conditions in "all places and premises in the city at reasonable times with the permission of the owner or occupant or may, upon issuance of an appropriate warrant, enter in and upon any premises within the city," defining unhealthful, unsafe, and unsanitary as follows: "(1)Unhealthful means a condition which is unclean, contaminated, or unwholesome;(2)Unsafe means a condition which is capable ofcausing harm or injury; and(3)Unsanitary means a condition containing or promoting disease-causing organisms and other harmful substances. (c)Unsanitary, unhealthful, or unsafe conditions SHALL INCLUDE, BUT NOT BE LIMITED TO the following...," followed by a list of conditions [caps emphasis mine].* Austin has made a similar addition to their health codes, and in doing so has bought city workers and customers invaluable time while facing legal challenges from the state. If Denton City Council believes that this is a conversation worth having for public health and safety, without amending our COVID disaster declaration as preempted by Gov. Abbott, then we should have a work session on following in Austin's footsteps by inserting a mask provision into our health codes. (Additional Code examples are included in the backup) •Staff Information: On Tuesday, March 16, 2021, staff presented a work session to City Council with a COVID-19 Update and sought direction on the local COVID disaster declaration and order. During the presentation, staff presented information on Governor Abbott’s Executive Order GA-34 which, among other items, ended the statewide mask mandate and pre-empted local governments from issuing any conflicting orders. During the discussion, Council Members asked about actions taken by the City of Austin in an effort to go against the state and continue mandating face coverings at the local level as the local health authority through a separate ordinance. City Attorney Leal answered questions regarding that action and provided more information about the potential consequences, legal ramifications, and financial considerations of such a similar decision, including the likelihood of being sued by the Texas Attorney General. City Attorney Leal stated that Council could direct staff and legal to work on preparing a separate ordinance or more information if the Council desired. No Council Member followed up on the City Attorney’s suggestion and instead moved on to listen to the rest of the COVID-19 presentation. Staff believes the direction was clear and that Council did not wish for staff and legal to work on this further or work on a separate ordinance, as it was discussed and debated during the work session. •Requested Format for Response: Policy 3Legistar ID: 20-2388 March 23, 2021 260 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-604,Version:1 AGENDA CAPTION Deliberations Regarding Certain Public Power Utilities:Competitive Matters -Under Texas Government Code Section 551.086; Consultation with Attorneys - Under Texas Government Code, Section 551.071. Receive a presentation from staff regarding public power competitive and financial matters about the delivery of power,wholesale energy supply and risk management plans,hedge plans,and strategies as each relates to the DME electric power and gas portfolio and to the February winter storm;discuss,deliberate,and provide direction to staff regarding the same.Consultation with the City’s attorneys regarding legal issues,legal status, legal analysis,and legal strategy associated with the above matters and pending and potential litigation, including release of related confidential information,where a public discussion of these legal matters would conflict with the duty of the City’s attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas,or would jeopardize the City’s legal position in any administrative proceeding or potential litigation. City of Denton Printed on 3/19/2021Page 1 of 1 powered by Legistar™261 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-421,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 their designee,to execute a Professional Services Agreement with Kimley-Horn and Associates,Inc.,for the Texas Woman’s University (TWU)Area Capital Projects Program;Bell Avenue Temporary Roundabouts -Phase 1 for Capital Projects-Engineering Department,as set forth in the contract; providing for the expenditure of funds therefor;and providing an effective date (RFQ 6590-107 -Professional Services Agreement for engineering services awarded to Kimley-Horn and Associates,Inc.,in the not-to- exceed amount of $109,700.00). City of Denton Printed on 3/19/2021Page 1 of 1 powered by Legistar™262 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance ACM: David Gaines DATE: March 23, 2021 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager, or their designee, to execute a Professional Services Agreement with Kimley- Horn and Associates, Inc., for the Texas Woman’s University (TWU) Area Capital Projects Program; Bell Avenue Temporary Roundabouts – Phase 1 for Capital Projects-Engineering Department, as set forth in the contract; providing for the expenditure of funds therefor; and providing an effective date (RFQ 6590-107 – Professional Services Agreement for engineering services awarded to Kimley-Horn and Associates, Inc., in the not-to-exceed amount of $109,700.00). INFORMATION/BACKGROUND As Texas Woman’s University (TWU) continues to implement its Campus Master Plan including expansion to the east side of campus, the goal is to tame and transform Bell Avenue and make the campus a more walkable area of the City. The street closure of Bell Avenue between Administration Drive and Chapel Drive is one of the key elements to achieve the goal of taming and transforming Bell Avenue. Before implementing the closure, it was important to understand the impacts of removing vehicle traffic from Bell Avenue on the surrounding transportation system. In the Fall of 2020, the City of Denton shared the results of the Texas Woman’s University Traffic Study. The study analyzed twenty-one (21) intersections based on existing roadway conditions as well as the year 2045 forecasted traffic volumes. In addition, each of the twenty-one intersections were tested based on the Bell Avenue closure between Texas Street and Chapel Drive. The study concluded Ruddell Street at Mingo Road was the only intersection within the TWU study area that would need improvements by 2045. The TWU Area Capital Projects Program – Bell Avenue Temporary Roundabouts project will provide the design of two (2) temporary and removable roundabouts, one at Chapel Drive and one at College Street, to initiate the closure of Bell Avenue. In addition to design, the professional services include the design consultant attending an on-site collaboration meeting with City and TWU, providing up to three (3) innovative intersection alternative for the two (2) intersections, holding a public meeting with open house format and strategy stations, providing post-construction observation and feedback gathering efforts of the temporary intersection solutions and obtaining data collections (right of way, topography, and Level B Subsurface Utility Engineering (SUE) which will be used to address permanent design solutions (a separate Professional Services Agreement will be executed for permanent solutions). This project will allow flexibility to use in-house resources for construction or external contractors by providing construction bidding documents and services associated with advertising and bidding. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 263 Request for Qualifications for professional engineering services was solicited using the City’s formal solicitation process. City Council approved a pre-qualified list of engineering firms on March 6, 2018, and June 5, 2018 (Ordinance 2018-331). PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On March 6, 2018, and June 5, 2018, Council approved RFQ 6590 for a prequalified list of professional engineering firms (Ordinance 2018-331). RECOMMENDATION Award a contract with Kimley-Horn and Associates, Inc., for the TWU Area Capital Projects Program – Bell Avenue Temporary Roundabouts for Capital Projects-Engineering Department, in a not-to-exceed amount of $109,700. PRINCIPAL PLACE OF BUSINESS Kimley-Horn and Associates, Inc. Raleigh, NC ESTIMATED SCHEDULE OF PROJECT The design will begin upon City Council approval, with the goal of having the design complete in Summer 2021. FISCAL INFORMATION These services will be funded from General Obligation Bonds. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Ordinance and Contract Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Tracy L. Beck, 940-349-8925. Legal point of contact: Marcella Lunn at 940-349-8333. 264 ORDINANCE NO. _________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER, OR THEIR DESIGNEE, TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH KIMLEY-HORN AND ASSOCIATES, INC., FOR THE PROJECTS PROGRAM; BELL AVENUE TEMPORARY ROUNDABOUTS PHASE 1 FOR CAPITAL PROJECTS-ENGINEERING DEPARTMENT, AS SET FORTH IN THE CONTRACT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFQ 6590-107 PROFESSIONAL SERVICES AGREEMENT FOR ENGINEERING SERVICES AWARDED TO KIMLEY-HORN AND ASSOCIATES, INC., IN THE NOT-TO-EXCEED AMOUNT OF $109,700.00). WHEREAS, on March 6, 2018 and June 5, 2018, the City Council approved a pre-qualified engineer list (Ordinance 2018-331) and t ), mentioned in this ordinance is being selected as the most highly qualified on the basis of its demonstrated competence and qualifications to perform the proposed professional services; and WHEREAS, the fees under the proposed contract are fair and reasonable and are consistent with, and not higher than the recommended practices and fees published by the professional associations applicable to th , and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or their designee, is hereby authorized to enter into an agreement with to Kimley-Horn and Associates, Inc., to provide professional engineering services for the City of Denton, a copy of which is attached hereto and incorporated by reference herein. SECTION 2. The City Manager, or their designee, is authorized to expend funds as required by the attached contract. 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 their designee. SECTION 4. The findings in the preamble of this ordinance are incorporated herein by reference. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. 265 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 Gerard Hudspeth: ______ ______ ______ ______ Birdia Johnson, District 1: ______ ______ ______ ______ Connie Baker, 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 ___________________________, 2021. __________________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: _________________________________ 266 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: E679532D-DA3F-4C4B-A85E-58304261D33A PSA 6590-107 Cori Power Bell Ave TWU Mini Roundabouts-Phase 1 Not Applicable 267 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 1 of 18 CITY OF DENTON, TEXAS STANDARD AGREEMENT FOR ENGINEERING RELATED PROFESSIONAL SERVICES This AGREEMENT is between the City of Denton, a Texas home-rule municipality ("CITY"), and Kimley-Horn and Associates, Inc., with its corporate office at 421 Fayetteville Street, Suite 600, Raleigh, NC 27601 and authorized to do business in Texas, ("ENGINEER"), for a PROJECT generally described as: Bell Avenue TWU Mini Roundabouts – Phase 1 (the "PROJECT"). SECTION 1 Scope of Services A. The CITY hereby agrees to retain the ENGINEER, and the ENGINEER hereby agrees to perform, professional engineering services set forth in the Scope of Services attached hereto as Attachment A. These services shall be performed in connection with the PROJECT. B. Additional services, if any, will be requested in writing by the CITY. CITY shall not pay for any work performed by ENGINEER or its consultants, subcontractors and/or suppliers that has not been ordered in advance and in writing. It is specifically agreed that ENGINEER shall not be compensated for any additional work resulting from oral orders of any person. SECTION 2 Compensation and Term of Agreement A. The ENGINEER shall be compensated for all services provided pursuant to this AGREEMENT in an amount not to exceed $109,700.00 in the manner and in accordance with the fee schedule as set forth in Attachment B. Payment shall be considered full compensation for all labor, materials, supplies, and equipment necessary to complete the services described in Attachment A. B. Unless otherwise terminated pursuant to Section 6. D. herein, this AGREEMENT shall be for a term beginning upon the effective date, as described below, and shall continue for a period which may reasonably be required for the completion of the PROJECT, until the expiration of the funds, or completion of the PROJECT and acceptance by the CITY, whichever occurs first. ENGINEER shall proceed diligently with the PROJECT to completion as described in the PROJECT schedule as set forth in Attachment D. SECTION 3 Terms of Payment Payments to the ENGINEER will be made as follows: DocuSign Envelope ID: E679532D-DA3F-4C4B-A85E-58304261D33A 268 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 2 of 18 A. Invoice and Payment (1) The Engineer shall provide the City sufficient documentation, including but not limited to meeting the requirements set forth in the PROJECT schedule as set forth in Attachment D to reasonably substantiate the invoices. (2) The ENGINEER will issue monthly invoices for all work performed under this AGREEMENT. Invoices for the uncontested performance of the particular services are due and payable within 30 days of receipt by City. (3) Upon completion of services enumerated in Section 1, the final payment of any balance for the uncontested performance of the services will be due within 30 days of receipt of the final invoice. (4) In the event of a disputed or contested billing, only that portion so contested will be withheld from payment, and the undisputed portion will be paid. The CITY will exercise reasonableness in contesting any bill or portion thereof. No interest will accrue on any contested portion of the billing until mutually resolved. (5) If the CITY fails to make payment in full to ENGINEER for billings contested in good faith within 60 days of the amount due, the ENGINEER may, after giving 7 days' written notice to CITY, suspend services under this AGREEMENT until paid in full. In the event of suspension of services, the ENGINEER shall have no liability to CITY for delays or damages caused the CITY because of such suspension of services. SECTION 4 Obligations of the Engineer Amendments to Section 4, if any, are included in Attachment C. A. General The ENGINEER will serve as the CITY's professional engineering representative under this AGREEMENT, providing professional engineering consultation and advice and furnishing customary services incidental thereto. B. Standard of Care The ENGINEER shall perform its services: (1) with the professional skill and care ordinarily provided by competent engineers practicing in the same or similar locality and under the same or similar circumstances and professional license; and DocuSign Envelope ID: E679532D-DA3F-4C4B-A85E-58304261D33A 269 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 3 of 18 (2) as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer. C. Subsurface Investigations (1) The ENGINEER shall advise the CITY with regard to the necessity for subcontract work such as special surveys, tests, test borings, or other subsurface investigations in connection with design and engineering work to be performed hereunder. The ENGINEER shall also advise the CITY concerning the results of same. Such surveys, tests, and investigations shall be furnished by the CITY, unless otherwise specified in Attachment A. (2) In soils, foundation, groundwater, and other subsurface investigations, the actual characteristics may vary significantly between successive test points and sample intervals and at locations other than where observations, exploration, and investigations have been made. Because of the inherent uncertainties in subsurface evaluations, changed or unanticipated underground conditions may occur that could affect the total PROJECT cost and/or execution. These conditions and cost/execution effects are not the responsibility of the ENGINEER. D. Preparation of Engineering Drawings The ENGINEER will provide to the CITY the original drawings of all plans in ink on reproducible mylar sheets and electronic files in .pdf format, or as otherwise approved by CITY, which shall become the property of the CITY. CITY may use such drawings in any manner it desires; provided, however, that the ENGINEER shall not be liable for the use of such drawings for any project other than the PROJECT described herein. E. Engineer's Personnel at Construction Site (1) The presence or duties of the ENGINEER's personnel at a construction site, whether as on-site representatives or otherwise, do not make the ENGINEER or its personnel in any way responsible for those duties that belong to the CITY and/or the CITY's construction contractors or other entities, and do not relieve the construction contractors or any other entity of their obligations, duties, and responsibilities, including, but not limited to, all construction methods, means, techniques, sequences, and procedures necessary for coordinating and completing all portions of the construction work in accordance with the AGREEMENT Documents and any health or safety precautions required by such construction work. The ENGINEER and its personnel have no authority to exercise any control over any construction contractor or other entity or their employees in connection with their work or any health or safety precautions. DocuSign Envelope ID: E679532D-DA3F-4C4B-A85E-58304261D33A 270 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 4 of 18 (2) Except to the extent of specific site visits expressly detailed and set forth in Attachment A, the ENGINEER or its personnel shall have no obligation or responsibility to visit the construction site to become familiar with the progress or quality of the completed work on the PROJECT or to determine, in general, if the work on the PROJECT is being performed in a manner indicating that the PROJECT, when completed, will be in accordance with the AGREEMENT Documents, nor shall anything in the AGREEMENT Documents or this AGREEMENT between CITY and ENGINEER be construed as requiring ENGINEER to make exhaustive or continuous on-site inspections to discover latent defects in the work or otherwise check the quality or quantity of the work on the PROJECT. If the ENGINEER makes on-site observation(s) of a deviation from the AGREEMENT Documents, the ENGINEER shall inform the CITY. (3) When professional certification of performance or characteristics of materials, systems or equipment is reasonably required to perform the services set forth in the Scope of Services, the ENGINEER shall be entitled to rely upon such certification to establish materials, systems or equipment and performance criteria to be required in the AGREEMENT Documents. F. Opinions of Probable Cost, Financial Considerations, and Schedules (1) The ENGINEER shall provide opinions of probable costs based on the current available information at the time of preparation, in accordance with Attachment A. (2) In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for the PROJECT, the ENGINEER has no control over cost or price of labor and materials; unknown or latent conditions of existing equipment or structures that may affect operation or maintenance costs; competitive bidding procedures and market conditions; time or quality of performance by third parties; quality, type, management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimate PROJECT cost or schedule. Therefore, the ENGINEER makes no warranty that the CITY's actual PROJECT costs, financial aspects, economic feasibility, or schedules will not vary from the ENGINEER's opinions, analyses, projections, or estimates. G. Construction Progress Payments Recommendations by the ENGINEER to the CITY for periodic construction progress payments to the construction contractor will be based on the ENGINEER's knowledge, information, and belief from selective sampling and observation that the work has progressed to the point indicated. Such recommendations do not represent that continuous or detailed examinations have been made by the ENGINEER to ascertain that DocuSign Envelope ID: E679532D-DA3F-4C4B-A85E-58304261D33A 271 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 5 of 18 the construction contractor has completed the work in exact accordance with the AGREEMENT Documents; that the final work will be acceptable in all respects; that the ENGINEER has made an examination to ascertain how or for what purpose the construction contractor has used the moneys paid; that title to any of the work, materials, or equipment has passed to the CITY free and clear of liens, claims, security interests, or encumbrances; or that there are not other matters at issue between the CITY and the construction contractor that affect the amount that should be paid. H. Record Drawings Record drawings, if required, will be prepared, in part, on the basis of information compiled and furnished by others, and may not always represent the exact location, type of various components, or exact manner in which the PROJECT was finally constructed. The ENGINEER is not responsible for any errors or omissions in the information from others that is incorporated into the record drawings. I. Right to Audit (1) ENGINEER agrees that the CITY shall, until the expiration of five (5) years after final payment under this AGREEMENT, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of the ENGINEER involving transactions relating to this AGREEMENT. ENGINEER agrees that the CITY shall have access during normal working hours to all necessary ENGINEER facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The CITY shall give ENGINEER reasonable advance notice of intended audits. (2) ENGINEER further agrees to include in all its subconsultant agreements hereunder a provision to the effect that the subconsultant agrees that the CITY shall, until the expiration of five (5) years after final payment under the subcontract, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of such subconsultant, involving transactions to the subcontract, and further, that the CITY shall have access during normal working hours to all subconsultant facilities, and shall be provided adequate and appropriate work space, in order to conduct audits in compliance with the provisions of this section together with subsection (3) hereof. CITY shall give subconsultant reasonable advance notice of intended audits. (3) ENGINEER and subconsultant agree to photocopy such documents as may be requested by the CITY. The CITY agrees to reimburse ENGINEER for the cost of copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. DocuSign Envelope ID: E679532D-DA3F-4C4B-A85E-58304261D33A 272 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 6 of 18 J. INSURANCE (1) ENGINEER’S INSURANCE a. Commercial General Liability – the ENGINEER shall maintain commercial general liability (CGL) and, if necessary, commercial umbrella insurance with a limit of not less than $1,000,000.00 per each occurrence with a $2,000,000.00 aggregate. If such Commercial General Liability insurance contains a general aggregate limit, it shall apply separately to this PROJECT or location. i. The CITY shall be included as an additional insured with all rights of defense under the CGL, using ISO additional insured endorsement or a substitute providing equivalent coverage, and under the commercial umbrella, if any. This insurance shall apply as primary insurance with respect to any other insurance or self- insurance programs afforded to the CITY. The Commercial General Liability insurance policy shall have no exclusions or endorsements that would alter or nullify: premises/operations, products/completed operations, contractual, personal injury, or advertising injury, which are normally contained within the policy, unless the CITY specifically approves such exclusions in writing. ii. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the commercial general liability or commercial umbrella liability insurance maintained in accordance with this AGREEMENT. b. Business Auto – the ENGINEER shall maintain business auto liability and, if necessary, commercial umbrella liability insurance with a limit of not less than $1,000,000 each accident. Such insurance shall cover liability arising out of “any auto”, including owned, hired, and non-owned autos, when said vehicle is used in the course of the PROJECT. If the engineer owns no vehicles, coverage for hired or non-owned is acceptable. i. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the business auto liability or commercial umbrella liability insurance obtained by ENGINEER pursuant to this AGREEMENT or under any applicable auto physical damage coverage. c. Workers’ Compensation – ENGINEER shall maintain workers DocuSign Envelope ID: E679532D-DA3F-4C4B-A85E-58304261D33A 273 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 7 of 18 compensation and employers liability insurance and, if necessary, commercial umbrella liability insurance with a limit of not less than $100,000.00 each accident for bodily injury by accident or $100,000.00 each employee for bodily injury by disease, with $500,000.00 policy limit. i. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by workers compensation and employer’s liability or commercial umbrella insurance obtained by ENGINEER pursuant to this AGREEMENT. d. Professional Liability – ENGINEER shall maintain professional liability, a claims-made policy, with a minimum of $1,000,000.00 per claim and aggregate. The policy shall contain a retroactive date prior to the date of the AGREEMENT or the first date of services to be performed, whichever is earlier. Coverage shall be maintained for a period of 5 years following the completion of the AGREEMENT. An annual certificate of insurance specifically referencing this PROJECT shall be submitted to the CITY for each year following completion of the AGREEMENT. (2) GENERAL INSURANCE REQUIREMENTS a. Certificates of insurance evidencing that the ENGINEER has obtained all required insurance shall be attached to this AGREEMENT prior to its execution. b. Applicable policies shall be endorsed to name the CITY an Additional Insured thereon, subject to any defense provided by the policy, as its interests may appear. The term CITY shall include its employees, officers, officials, agents, and volunteers as respects the contracted services. c. Certificate(s) of insurance shall document that insurance coverage specified in this AGREEMENT are provided under applicable policies documented thereon. d. Any failure on part of the CITY to attach the required insurance documentation hereto shall not constitute a waiver of the insurance requirements. e. A minimum of thirty (30) days notice of cancellation or material change in coverage shall be provided to the CITY. A ten (10) days notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the respective Department Director (by name), City of Denton, 901 Texas Street, Denton, Texas 76209. DocuSign Envelope ID: E679532D-DA3F-4C4B-A85E-58304261D33A 274 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 8 of 18 f. Insurers for all policies must be authorized to do business in the State of Texas and have a minimum rating of A:V or greater, in the current A.M. Best Key Rating Guide or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. g. Any deductible or self insured retention in excess of $25,000.00 that would change or alter the requirements herein is subject to approval by the CITY in writing, if coverage is not provided on a first-dollar basis. The CITY, at it sole discretion, may consent to alternative coverage maintained through insurance pools or risk retention groups. Dedicated financial resources or letters of credit may also be acceptable to the CITY. h. Applicable policies shall each be endorsed with a waiver of subrogation in favor of the CITY as respects the PROJECT. i. The CITY shall be entitled, upon its request and without incurring expense, to review the ENGINEER's insurance policies including endorsements thereto and, at the CITY's discretion; the ENGINEER may be required to provide proof of insurance premium payments. j. Lines of coverage, other than Professional Liability, underwritten on a claims-made basis, shall contain a retroactive date coincident with or prior to the date of the AGREEMENT. The certificate of insurance shall state both the retroactive date and that the coverage is claims-made. k. Coverages, whether written on an occurrence or claims-made basis, shall be maintained without interruption nor restrictive modification or changes from date of commencement of the PROJECT until final payment and termination of any coverage required to be maintained after final payments. l. The CITY shall not be responsible for the direct payment of any insurance premiums required by this AGREEMENT. m. Sub consultants and subcontractors to/of the ENGINEER shall be required by the ENGINEER to maintain the same or reasonably equivalent insurance coverage as required for the ENGINEER. When sub consultants/subcontractors maintain insurance coverage, ENGINEER shall provide CITY with documentation thereof on a certificate of insurance. DocuSign Envelope ID: E679532D-DA3F-4C4B-A85E-58304261D33A 275 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 9 of 18 K. Independent Consultant The ENGINEER agrees to perform all services as an independent consultant and not as a subcontractor, agent, or employee of the CITY. The doctrine of respondeat superior shall not apply. L. Disclosure The ENGINEER acknowledges to the CITY that it has made full disclosure in writing of any existing conflicts of interest or potential conflicts of interest, including personal financial interest, direct or indirect, in property abutting the proposed PROJECT and business relationships with abutting property cities. The ENGINEER further acknowledges that it will make disclosure in writing of any conflicts of interest that develop subsequent to the signing of this AGREEMENT and prior to final payment under the AGREEMENT. M. Asbestos or Hazardous Substances (1) If asbestos or hazardous substances in any form are encountered or suspected, the ENGINEER will stop its own work in the affected portions of the PROJECT to permit testing and evaluation. (2) If asbestos or other hazardous substances are suspected, the CITY may request the ENGINEER to assist in obtaining the services of a qualified subcontractor to manage the remediation activities of the PROJECT. N. Permitting Authorities - Design Changes If permitting authorities require design changes so as to comply with published design criteria and/or current engineering practice standards which the ENGINEER should have been aware of at the time this AGREEMENT was executed, the ENGINEER shall revise plans and specifications, as required, at its own cost and expense. However, if design changes are required due to the changes in the permitting authorities' published design criteria and/or practice standards criteria which are published after the date of this AGREEMENT which the ENGINEER could not have been reasonably aware of, the ENGINEER shall notify the CITY of such changes and an adjustment in compensation will be made through an amendment to this AGREEMENT. O. Schedule ENGINEER shall manage the PROJECT in accordance with the schedule developed per Attachment D to this AGREEMENT. P. Equal Opportunity (1) Equal Employment Opportunity: ENGINEER and ENGINEER’s agents DocuSign Envelope ID: E679532D-DA3F-4C4B-A85E-58304261D33A 276 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 10 of 18 shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this AGREEMENT. (2) Americans with Disabilities Act (ADA) Compliance: ENGINEER and ENGINEER’s agents shall not engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. SECTION 5 Obligations of the City Amendments to Section 5, if any, are included in Attachment C. A. City-Furnished Data ENGINEER may rely upon the accuracy, timeliness, and completeness of the information provided by the CITY. B. Access to Facilities and Property The CITY will make its facilities accessible to the ENGINEER as required for the ENGINEER's performance of its services. The CITY will perform, at no cost to the ENGINEER, such tests of equipment, machinery, pipelines, and other components of the CITY's facilities as may be required in connection with the ENGINEER's services. The CITY will be responsible for all acts of the CITY's personnel. C. Advertisements, Permits, and Access Unless otherwise agreed to in the Scope of Services, the CITY will obtain, arrange, and pay for all advertisements for bids; permits and licenses required by local, state, or federal authorities; and land, easements, rights-of-way, and access necessary for the ENGINEER's services or PROJECT construction. D. Timely Review The CITY will examine the ENGINEER's studies, reports, sketches, drawings, specifications, proposals, and other documents; obtain advice of an attorney, insurance counselor, accountant, auditor, bond and financial advisors, and other consultants as the CITY deems appropriate; and render in writing decisions required by the CITY in a timely manner in accordance with the PROJECT schedule prepared in accordance with Attachment D. E. Prompt Notice DocuSign Envelope ID: E679532D-DA3F-4C4B-A85E-58304261D33A 277 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 11 of 18 The CITY will give prompt written notice to the ENGINEER whenever CITY observes or becomes aware of any development that affects the scope or timing of the ENGINEER's services or of any defect in the work of the ENGINEER or construction contractors. F. Asbestos or Hazardous Substances Release. (1) CITY acknowledges ENGINEER will perform part of the work at CITY's facilities that may contain hazardous materials, including asbestos containing materials, or conditions, and that ENGINEER had no prior role in the generation, treatment, storage, or disposition of such materials. In consideration of the associated risks that may give rise to claims by third parties or employees of City, City hereby releases ENGINEER from any damage or liability related to the presence of such materials. (2) The release required above shall not apply in the event the discharge, release or escape of hazardous substances, contaminants, or asbestos is a result of ENGINEER’s negligence or if ENGINEER brings such hazardous substance, contaminant or asbestos onto the PROJECT. G. Contractor Indemnification and Claims The CITY agrees to include in all construction contracts the provisions of Article IV.E. regarding the ENGINEER's Personnel at Construction Site, and provisions providing for contractor indemnification of the CITY and the ENGINEER for contractor's negligence. H. Contractor Claims and Third-Party Beneficiaries (1) The CITY agrees to include the following clause in all contracts with construction contractors and equipment or materials suppliers: "Contractors, subcontractors and equipment and materials suppliers on the PROJECT, or their sureties, shall maintain no direct action against the ENGINEER, its officers, employees, and subcontractors, for any claim arising out of, in connection with, or resulting from the engineering services performed. Only the CITY will be the beneficiary of any undertaking by the ENGINEER." (2) This AGREEMENT gives no rights or benefits to anyone other than the CITY and the ENGINEER and there are no third-party beneficiaries. (3) The CITY will include in each agreement it enters into with any other entity or person regarding the PROJECT a provision that such entity or person shall have no third-party beneficiary rights under this AGREEMENT. (4) Nothing contained in this Section H. shall be construed as a waiver of any right DocuSign Envelope ID: E679532D-DA3F-4C4B-A85E-58304261D33A 278 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 12 of 18 the CITY has to bring a claim against ENGINEER. I. CITY's Insurance (1) The CITY may maintain property insurance on certain pre-existing structures associated with the PROJECT. (2) The CITY may secure Builders Risk/Installation insurance at the replacement cost value of the PROJECT. The CITY may provide ENGINEER a copy of the policy or documentation of such on a certificate of insurance. J. Litigation Assistance The Scope of Services does not include costs of the ENGINEER for required or requested assistance to support, prepare, document, bring, defend, or assist in litigation undertaken or defended by the CITY. In the event CITY requests such services of the ENGINEER, this AGREEMENT shall be amended or a separate agreement will be negotiated between the parties. K. Changes The CITY may make or approve changes within the general Scope of Services in this AGREEMENT. If such changes affect the ENGINEER's cost of or time required for performance of the services, an equitable adjustment will be made through an amendment to this AGREEMENT with appropriate CITY approval. SECTION 6 General Legal Provisions Amendments to Section 6, if any, are included in Attachment C. A. Authorization to Proceed ENGINEER shall be authorized to proceed with this AGREEMENT upon receipt of a written Notice to Proceed from the CITY. B. Reuse of Project Documents All designs, drawings, specifications, documents, and other work products of the ENGINEER, whether in hard copy or in electronic form, are instruments of service for this PROJECT, whether the PROJECT is completed or not. Reuse, change, or alteration by the CITY or by others acting through or on behalf of the CITY of any such instruments of service without the written permission of the ENGINEER will be at the CITY's sole risk. The CITY shall own the final designs, drawings, specifications and documents. DocuSign Envelope ID: E679532D-DA3F-4C4B-A85E-58304261D33A 279 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 13 of 18 C. Force Majeure The ENGINEER is not responsible for damages or delay in performance caused by acts of God, strikes, lockouts, accidents, or other events beyond the control of the ENGINEER that prevent ENGINEER’s performance of its obligations hereunder. D. Termination (1) This AGREEMENT may be terminated: a. by the City for its convenience upon 30 days' written notice to ENGINEER. b. by either the CITY or the ENGINEER for cause if either party fails substantially to perform through no fault of the other and the nonperforming party does not commence correction of such nonperformance within 5 days’ written notice or thereafter fails to diligently complete the correction. (2) If this AGREEMENT is terminated for the convenience of the City, the ENGINEER will be paid for termination expenses as follows: a. Cost of reproduction of partial or complete studies, plans, specifications or other forms of ENGINEER'S work product; b. Out-of-pocket expenses for purchasing electronic data files and other data storage supplies or services; c. The time requirements for the ENGINEER'S personnel to document the work underway at the time of the CITY'S termination for convenience so that the work effort is suitable for long time storage. (3) Prior to proceeding with termination services, the ENGINEER will submit to the CITY an itemized statement of all termination expenses. The CITY'S approval will be obtained in writing prior to proceeding with termination services. E. Suspension, Delay, or Interruption to Work The CITY may suspend, delay, or interrupt the services of the ENGINEER for the convenience of the CITY. In the event of such suspension, delay, or interruption, an equitable adjustment in the PROJECT's schedule, commitment and cost of the ENGINEER's personnel and subcontractors, and ENGINEER's compensation will be made. DocuSign Envelope ID: E679532D-DA3F-4C4B-A85E-58304261D33A 280 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 14 of 18 F. Indemnification IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE SECTION 271.904, THE ENGINEER SHALL INDEMNIFY OR HOLD HARMLESS THE CITY AGAINST LIABILITY FOR ANY DAMAGE COMMITTED BY THE ENGINEER OR ENGINEER’S AGENT, CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICH THE ENGINEER EXERCISES CONTROL TO THE EXTENT THAT THE DAMAGE IS CAUSED BY OR RESULTING FROM AN ACT OF NEGLIGENCE, INTENTIONAL TORT, INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE TO PAY A SUBCONTRACTOR OR SUPPLIER. CITY IS ENTITLED TO RECOVER ITS REASONABLE ATTORNEY’S FEES IN PROPORTION TO THE ENGINEER’S LIABILITY. G. Assignment Neither party shall assign all or any part of this AGREEMENT without the prior written consent of the other party. H. Jurisdiction The law of the State of Texas shall govern the validity of this AGREEMENT, its interpretation and performance, and any other claims related to it. The venue for any litigation related to this AGREEMENT shall be Denton County, Texas. I. Severability and Survival If any of the provisions contained in this AGREEMENT are held for any reason to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision, and this AGREEMENT shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. Sections 5.F., 6.B., 6.D., 6.F., 6.H., and 6.I. shall survive termination of this AGREEMENT for any cause. J. Observe and Comply ENGINEER shall at all times observe and comply with all federal and State laws and regulations and with all City ordinances and regulations which in any way affect this AGREEMENT and the work hereunder, and shall observe and comply with all orders, laws ordinances and regulations which may exist or may be enacted later by governing bodies having jurisdiction or authority for such enactment. No plea of misunderstanding or ignorance thereof shall be considered. ENGINEER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS CITY AND ALL OF ITS OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL CLAIMS OR LIABILITY ARISING OUT OF THE VIOLATION OF ANY SUCH ORDER, LAW, ORDINANCE, OR REGULATION, WHETHER IT BE BY ITSELF OR ITS EMPLOYEES. DocuSign Envelope ID: E679532D-DA3F-4C4B-A85E-58304261D33A 281 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 15 of 18 K. Immigration Nationality Act ENGINEER shall verify the identity and employment eligibility of its employees who perform work under this AGREEMENT, including completing the Employment Eligibility Verification Form (I-9). Upon request by CITY, ENGINEER shall provide CITY with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this AGREEMENT. ENGINEER shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any ENGINEER employee who is not legally eligible to perform such services. ENGINEER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY ENGINEER, ENGINEER’S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. CITY, upon written notice to ENGINEER, shall have the right to immediately terminate this AGREEMENT for violations of this provision by ENGINEER. L. Prohibition On Contracts With Companies Boycotting Israel ENGINEER acknowledges that in accordance with Chapter 2270 of the Texas Government Code, CITY is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this AGREEMENT, ENGINEER certifies that ENGINEER’S signature provides written verification to the CITY that ENGINEER: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the AGREEMENT. Failure to meet or maintain the requirements under this provision will be considered a material breach. M. Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this AGREEMENT, ENGINEER certifies that ENGINEER’S signature provides written verification to the CITY that ENGINEER, pursuant to Chapter 2252, is not ineligible to enter into this AGREEMENT and will not become ineligible to receive payments under this AGREEMENT by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. N. Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract DocuSign Envelope ID: E679532D-DA3F-4C4B-A85E-58304261D33A 282 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 16 of 18 unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Engineer submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Engineer will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. O. 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 Engineer shall complete and submit the City’s Conflict of Interest Questionnaire. P. Agreement Documents This AGREEMENT, including its attachments and schedules, constitutes the entire AGREEMENT, which supersedes all prior written or oral understandings, and may only be changed by a written amendment executed by both parties. This AGREEMENT may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute but one and the same instrument. The following attachments and schedules are hereby made a part of this AGREEMENT: DocuSign Envelope ID: E679532D-DA3F-4C4B-A85E-58304261D33A 283 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 17 of 18 Attachment A - Scope of Services Attachment B - Compensation Attachment C - Amendments to Standard Agreement for Engineering Services Attachment D - Project Schedule Attachment E - Location Map These documents make up the AGREEMENT documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the AGREEMENT documents, the inconsistency or conflict shall be resolved by giving precedence first to the written AGREEMENT then to the AGREEMENT documents in the order in which they are listed above. Duly executed by each party’s designated representative to be effective on the date subscribed by the City Manager. ENGINEER BY: ______________________________ AUTHORIZED SIGNATURE Printed Name: _____________________ Title: ____________________________ _________________________________ PHONE NUMBER ________________________________ EMAIL ADDRESS ________________________________ TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER CITY OF DENTON, TEXAS BY: _____________________________ ATTEST: ROSA RIOS, CITY SECRETARY BY: _______________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: _______________________________ DocuSign Envelope ID: E679532D-DA3F-4C4B-A85E-58304261D33A 817-335-6511 Scott R. Arnold 2021-718096 Vice President Scott.arnold@kimley-horn.com 284 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 2 of 18 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: E679532D-DA3F-4C4B-A85E-58304261D33A Director of Capital Projects/City Engineer Rebecca Diviney Capital Projects-Engineering 285 ATTACHMENT A – TASK ORDER #1 SCOPE OF SERVICES FOR BELL AVENUE TWU MINI ROUNDABOUTS City of Denton, Texas Attachment A Page 1 of 14 ATTACHMENT "A" BELL AVENUE TWU MINI ROUNDABOUTS, PHASE 1 Scope of Services PROJECT UNDERSTANDING The CITY and Texas Woman’s University (TWU) are considering implementing interim/temporary intersection improvements at College Street and at Chapel Drive along Bell Avenue. A permanent mini roundabout is being considered at Texas Street and Bell Avenue to the south. The ENGINEER will develop a traffic capacity memorandum, safety prediction model, and conceptual horizontal geometry layouts for mini roundabout applications at each of the three intersections. Up to two (2) alternative intersection treatments will be prepared by the ENGINEER at the Chapel Drive and the College Street intersections for the CITY’s and TWU’s consideration (i.e. U-Turns, raised intersection, etc.). Based on feedback from the CITY and TWU regarding the conceptual horizontal geometric layouts, the ENGINEER will develop construction drawings for the CITY-selected improvements at College Street and at Chapel Drive as part of this agreement. The ENGINEER, if requested by the City, will provide advertising, bidding, and construction phase services as part of the temporary intersection installations. SCOPE OF SERVICES The ENGINEER will perform its services pursuant to the requirements delineated within this scope of services. Services consist of the following major tasks: Task 1. Project Management Task 2. Meetings Task 3. Data Collection Task 4. Conceptual Horizontal Geometry for Alternative Intersection Controls Task 5. College Street and Chapel Drive Temporary Intersection Final Plans Task 6. Bidding and Construction Phase Services Task 7. Implementation and Observations TASK 1: Project Management Task 1.1 Monthly Status Report, Invoicing, and Schedule The ENGINEER will provide monthly status report, invoices, and schedule updates. Schedule will be prepared for design services only. DocuSign Envelope ID: E679532D-DA3F-4C4B-A85E-58304261D33A 286 ATTACHMENT A – TASK ORDER #1 SCOPE OF SERVICES FOR BELL AVENUE TWU MINI ROUNDABOUTS City of Denton, Texas Attachment A Page 2 of 14 Assumptions: It is assumed the project will last 4 months. TASK 2: Meetings Task 2.1 Kick-Off Meeting The ENGINEER will prepare for and attend a kick-off meeting with the CITY to discuss: data collection findings horizontal layout of each mini-roundabout location impacts to adjacent properties TWU traffic and pedestrian activity, construction and road closures. Task 2.2 On-Site Walk-through with CITY and TWU staff The ENGINEER will attend an on-site walkthrough with CITY and TWU staff to discuss project goals, constraints, concerns, and priority improvements. The ENGINEER will observe traffic patterns, take field measurements, and take photographs/videos to document the existing conditions of each intersection. Task 2.3 Stakeholder Meetings The ENGINEER will schedule and document coordination meetings with the project team and any additional CITY department members. This task consists of up to three (3) meetings. It is anticipated that these meetings will consist of: One (1) collaboration meeting with TWU staff Two (2) design review meetings with CITY staff Deliverables: Meeting agenda, exhibits or content material, notes Assumptions: The ENGINEER will schedule, attend, and document a maximum of three (3) stakeholder meetings. Task 2.4 Public Meetings The ENGINEER will attend, present the proposed improvements, and document up to one (1) public meeting. Comments received at the public meeting and up to ten (10) days after the public meeting will be compiled in an Excel spreadsheet. Responses will be provided by the ENGINEER to each comment submitted and shared with the CITY for review and distribution. DocuSign Envelope ID: E679532D-DA3F-4C4B-A85E-58304261D33A 287 ATTACHMENT A – TASK ORDER #1 SCOPE OF SERVICES FOR BELL AVENUE TWU MINI ROUNDABOUTS City of Denton, Texas Attachment A Page 3 of 14 The CITY will coordinate and schedule the time and location of the public meeting following the completion of Task 4. The CITY will send out all public meeting notices and coordinate the mailing list. It is anticipated that this task will consist of: One (1) public meeting Open House format with Information Stations o One HO-scale roll plot station o One flyer/brochure station o One video/handout station o One comment response station Deliverables: Presentation, sign-in sheet, exhibits, and meeting notes. TASK 3: Data Collection Task 3.1 Data Research The ENGINEER will collect data to develop a base map, this information will be utilized to analyze existing constraints and issues for the preparation of the conceptual intersection designs. Aerial Photography – Sourced photography for the project corridor will be collected from NearMaps.com. Available Record Drawings and Development Plans – The ENGINEER will collect from the CITY any available record drawings (roadway, drainage, water, sewer, etc.) within the project limits and any proposed adjacent development plans. Existing and Proposed Utility Information – The ENGINEER will collect from the CITY existing and proposed water, storm, and sewer utility information for project limits. Task 3.2 Topographic and Boundary Survey The ENGINEER will prepare a topographic survey and right-of-way determination to be used for civil engineering design purposes. The topographic survey is to be used in-house and will not be issued as a stand-alone survey document. The intersection locations are Chapel Drive, College Street, and Texas Street. The survey limits are shown in Figures 1 & 2 The survey will consist of: the location of the right-of-way lines and adjoining property lines with existing easements readily available in the public record (this does not include an abstract of title); CITY benchmarks; improvements and elevations; contour lines representing the surface of the existing ground at one foot intervals based on a survey grid system and tied to existing control points; observed (only if clearly visible from the surface) locations of existing water, sewer, storm drain, franchised utility facility appurtenances, trees, shrubs, and flowerbeds; and benchmarks established with the survey. DocuSign Envelope ID: E679532D-DA3F-4C4B-A85E-58304261D33A 288 ATTACHMENT A – TASK ORDER #1 SCOPE OF SERVICES FOR BELL AVENUE TWU MINI ROUNDABOUTS City of Denton, Texas Attachment A Page 4 of 14 Task 3.3 Level B SUE The ENGINEER will, via a sub-consultant, expose certain utilities using SUE methods and collect survey data on their exposed location. This information will be used during civil engineering design. SUE quality level B is described as follows: Quality Level B. QL-B involves the application of appropriate surface geophysical methods to determine the existence and horizontal position of virtually all utilities within the project limits. This activity is called "designating". The information obtained in this manner is surveyed to project control. It addresses problems caused by inaccurate utility records, abandoned or unrecorded facilities, and lost references. Level B SUE will be obtained for Chapel Drive and College Street only. The limits of Level B SUE for Chapel Drive and College Street will be the same as the topographic survey limits listed above. Level A SUE will not be obtained Task 3.4 Project Design Parameters The ENGINEER will coordinate with CITY staff and TWU staff to identify the following project design parameters and document them at the start of the project: Common design vehicle – BUS-40, City fire-truck, or other largest vehicle that would need to remain on-pavement in navigating the subject roundabouts. Largest anticipated vehicle – WB-62 or other largest anticipated vehicle to navigate through the intersection using truck aprons, truck blisters, or other drivable surfaces within the intersection or along the perimeter of the intersection. Acceptable theoretical maximum speeds through the intersection Pedestrian facility preferences (third party control equipment, enhanced devices/detection, crosswalk widths/treatments, bike lanes, bike ramps, etc.) Lane widths Adjacent driveway relocations Adjacent parking lot access and parking configurations Illumination levels, fixture types, other amenities Retaining wall treatments, colors, textures/patterns DocuSign Envelope ID: E679532D-DA3F-4C4B-A85E-58304261D33A 289 ATTACHMENT A – TASK ORDER #1 SCOPE OF SERVICES FOR BELL AVENUE TWU MINI ROUNDABOUTS City of Denton, Texas Attachment A Page 5 of 14 Figure 1 – Intersection Location Map DocuSign Envelope ID: E679532D-DA3F-4C4B-A85E-58304261D33A 290 ATTACHMENT A – TASK ORDER #1 SCOPE OF SERVICES FOR BELL AVENUE TWU MINI ROUNDABOUTS City of Denton, Texas Attachment A Page 6 of 14 Figure 2 – Approximate Survey Limits bounded by red line work TASK 4: Conceptual Horizontal Geometry for Alternative Intersection Controls Task 4 will be performed after Task 3 and Task 2.1 and Task 2.2 is complete. The conceptual horizontal geometry layouts prepared will be used during the stakeholder meeting with TWU to discuss design and construction impacts. Comments provided during the meeting will be used to move forward with final plan development. Task 4.1 Alternative Intersections Horizontal Geometries, Temporary Improvements (College Street and Chapel Drive) The ENGINEER will develop horizontal geometric layouts of the proposed temporary mini roundabouts at College Street and Chapel Drive, as well as up to two (2) alternative intersection control scenarios. The temporary intersection improvements will be designed using non-permanent materials such as bolt-down curbs, raised pavement markers, and pavement markings. The existing curbs will remain in place, where possible. The ENGINEER will provide the CITY with the alternative intersection control geometric layouts and present the benefits and issues associated with each. The ENGINEER will document feedback from the CITY and/or TWU staff regarding the alternative intersection DocuSign Envelope ID: E679532D-DA3F-4C4B-A85E-58304261D33A 291 ATTACHMENT A – TASK ORDER #1 SCOPE OF SERVICES FOR BELL AVENUE TWU MINI ROUNDABOUTS City of Denton, Texas Attachment A Page 7 of 14 control methods presented. The ENGINEER will return a recommendation to the CITY of which alternative to move forward with field implementation after review of the CITY’s and TWU’s comments. Assumptions: 1. The ENGINEER will address up to two (2) rounds of comments per each temporary intersection design. Deliverables: 1. PDF exhibits of the proposed temporary horizontal layout alternatives for College Street and Chapel Drive. 2. PDF exhibit of the recommended temporary horizontal layout alternative for College Street and Chapel Drive. Task 4.2 Conceptual Mini Roundabout Horizontal Geometry (Texas Street) The ENGINEER will develop a conceptual horizontal layout of a proposed mini-roundabout at Texas Street at N Bell Ave. This layout will consist of the following elements: 1. Proposed horizontal curb geometry 2. Proposed pavement markings, words, and arrows 3. Existing right-of-way/property boundaries 4. Existing utilities 5. Truck apron width and proposed treatment color and pattern 6. Pedestrian facilities that connect to existing facilities 7. Limits of proposed construction Assumptions: 1. The ENGINEER will address one (1) round of comments based on the initial conceptual horizontal layout at Texas Street. 2. The ENGINEER will sketch proposed right-of-way needed for the permanent mini- roundabout at Texas Street. No right-of-way documents, or activities will be provided under this agreement. Any tasks associated with obtaining right-of-way will be performed as an additional service or under a separate agreement. Deliverables: 1. One (1) PDF exhibit showing the proposed permanent horizontal geometric layout at Texas Street and N Bell Ave. 2. Address one (1) round of comments and re-submit the exhibit. TASK 5: Chapel Drive and College Street Temporary Intersection Final Plans Task 5.1 Final Plans DocuSign Envelope ID: E679532D-DA3F-4C4B-A85E-58304261D33A 292 ATTACHMENT A – TASK ORDER #1 SCOPE OF SERVICES FOR BELL AVENUE TWU MINI ROUNDABOUTS City of Denton, Texas Attachment A Page 8 of 14 Following the approval of the horizontal geometry under Task 4, the ENGINEER will provide a 90% and Final Submittal for the temporary improvements at Chapel Drive and College Street. A separate plan set will be developed for each location. The 90% Design Submittal will consist of the following plan sheets: 90% Design Submittal Cover Sheet/Sheet Index General Notes Quantity Summary Sheet Project Control Plan/Right-of-Way (ROW) strip map Alignment information including coordinate data for all horizontal alignment P.C.’s, P.T.’s, and P.I.’s. Bearings given on all proposed centerlines, or baselines. Station equations relating utilities to paving, when appropriate. Existing ROW/Easement Lines, property owners, and proposed easements/ROW. Existing Utility Adjustment Plan Horizontal locations and vertical elevation adjustments for existing CITY utilities. This will consist of surface adjustments for storm, water, and sewer utility lid adjustments from existing grade to proposed grade. Traffic Control Plan The ENGINEER will prepare a traffic control plan for a full closure for each intersection. The following sheets will be included with the traffic control plan: Sequencing of construction Traffic Control Plan Sheets – Provide locations and types of traffic control devices, signage, pavement markings, and erosion controls to be used for each phase. Detours – The ENGINEER will prepare a traffic and pedestrian detour route as needed for each intersection. The Traffic Control Plan will indicate erosion control locations as needed for each intersection. Removal Plan Sheets Indicates locations of surface feature removals due to the construction of the temporary improvement. The signal removal at Chapel Drive will be included with the Removal Plan Sheets. Paving Plan Layout Horizontal geometry for proposed horizontal alignments, CITY and franchise utilities, curbs, sidewalks, street lights, driveways, existing right-of-way lines, easements, pavement, curbs, utility poles, mailboxes (within right-of-way), DocuSign Envelope ID: E679532D-DA3F-4C4B-A85E-58304261D33A 293 ATTACHMENT A – TASK ORDER #1 SCOPE OF SERVICES FOR BELL AVENUE TWU MINI ROUNDABOUTS City of Denton, Texas Attachment A Page 9 of 14 water meters, fire hydrants, and trees (within right-of-way). Paving Details Details for non-permanent features. Curb Ramp Layout and Grading – Will only be developed for curb ramps that are not CITY or TxDOT standard details. Storm Drain It is anticipated that since there are no existing curb inlets within the limits of the intersections that no storm drain design will be required. Any storm drain design will be considered an additional service. Pavement Marking and Signing Plan Erosion Control Plan Relocating Existing Illumination and Pedestrian Devices. Opinion of Probable Construction Cost (OPCC) – The ENGINEER will prepare an OPCC to be submitted with the 90% design submittal. The ENGINEER has no control over the cost of labor, materials, equipment, or over the Contractor's methods of determining prices or over competitive bidding or market conditions. OPCCs provided herein are based on the information known at this time and represent only the ENGINEER’s judgment as a design professional familiar with the construction industry. The ENGINEER cannot and does not guarantee that proposals, bids, or actual construction costs will not vary from its OPCC. Project Manual – The ENGINEER will develop a project manual utilizing the CITY’s standard front-end documents (contract forms and contract conditions) and technical specifications applicable to the project. Assumptions: 1. It is assumed that retaining walls along N. Bell Avenue will not need to be modified. Any retaining wall design will be considered an additional service. Deliverables: 1. 1 set of 11”X17” size hard copy plans for each intersection 2. Compiled PDF plan sets in 11”X17” and 22”X34” 3. OPCC 4. 1 hard copy and a compiled PDF of the Project Manual Task 5.2 Signed and Sealed Submittal Following the review of the 90% Design Submittal, the ENGINEER will respond to one (1) round of comments and will provide a comment response letter with the Signed and Sealed Plan Set. The submittal of the 90% comments by the CITY is an assumed notice to proceed with compiling the signed and sealed plan set. Deliverables: DocuSign Envelope ID: E679532D-DA3F-4C4B-A85E-58304261D33A 294 ATTACHMENT A – TASK ORDER #1 SCOPE OF SERVICES FOR BELL AVENUE TWU MINI ROUNDABOUTS City of Denton, Texas Attachment A Page 10 of 14 1. 1 set of 11”X17” size hard copy plans for each mini-roundabout location 90% plans were developed for. 2. Compiled PDF plan sets in 11”X17” and 22”X34” 3. OPCC 4. 1 hard copy and a compiled PDF of the Project Manual TASK 6: Bidding and Construction Phase Services This task will only be performed after written authorization has been received from the CITY. It is assumed that both intersection improvements (Chapel Drive and College Street) will be bid as one project. If two separate sets of bid documents are requested by the CITY the second set of bid documents will be provided as an Additional Service. The ENGINEER will provide bidding and construction phase services for the two temporary intersection improvements. Task 6.1 Bid Phase Services Pre-Bid Meeting: Attend the pre-bid meeting. Bid Tabulations: The ENGINEER will tabulate the bids received and evaluate compliance of bids with the bidding documents. The ENGINEER will prepare a written summary of this tabulation and evaluation and will provide a recommendation of award of contract. Requests for Information: The ENGINEER will respond to reasonable and appropriate Contractor requests for information during bidding in the form of an addenda. Requests for information will be received and responded to until an agreed upon date prior to the established bid opening date. The addenda will be issued to all registered plan holders. Bid Opening: Attend the bid opening Addenda: Incorporate all addenda into the contract documents and issue conformed sets. Task Duration: 1. The ENGINEER will perform bidding services for up to fifteen (15) hours. Any additional time spent performing bid phase services will be considered additional services. Task 6.2 Construction Phase Services The ENGINEER will assist the CITY with construction per the following tasks. The ENGINEER will not assist the CITY with a substantial completion walkthrough, reviewing pay applications, or preparing any change orders. Any of these tasks will be considered additional services. Pre-Construction Conference: The ENGINEER will conduct a Pre-Construction Conference prior to commencement of construction activity. Visits to Site and Observation of Construction: The ENGINEER will make visits as DocuSign Envelope ID: E679532D-DA3F-4C4B-A85E-58304261D33A 295 ATTACHMENT A – TASK ORDER #1 SCOPE OF SERVICES FOR BELL AVENUE TWU MINI ROUNDABOUTS City of Denton, Texas Attachment A Page 11 of 14 directed by the City in order to observe the progress of the work. Such observations will not be exhaustive or extend to every aspect of Contractor's work. Observations will to be limited to spot checking, selective measurement, and similar methods of general observation. Based on information obtained during site visits, the ENGINEER will evaluate whether Contractor's work is generally proceeding in accordance with the Contract Documents, and the ENGINEER will keep the CITY informed of the general progress of the work. The ENGINEER will not supervise, direct, or have control over Contractor's work, nor shall the ENGINEER have authority to stop the Work or have responsibility for the means, methods, techniques, equipment choice and usage, schedules, or procedures of construction selected by Contractor, for safety programs incident to Contractor's work, or for any failure of Contractor to comply with any laws. The ENGINEER does not guarantee the performance of any Contractor and has no responsibility for Contractor's failure to perform its work in accordance with the Contract Documents. The ENGINEER will attend up to 6 site visits. Recommendations with Respect to Defective Work: The ENGINEER will recommend to the CITY that Contractor's work be disapproved and rejected while it is in progress if, on the basis of its observations, the ENGINEER believes that such work will not produce a completed Project that generally conforms to the Contract Documents. Clarifications and Interpretations: The ENGINEER will respond to reasonable and appropriate Contractor requests for information and issue necessary clarifications and interpretations of the Contract Documents. Any orders authorizing variations from the Contract Documents will be made by the CITY. Shop Drawings and Samples: The ENGINEER will review and approve or take other appropriate action in respect to Shop Drawings and Samples and other data which Contractor is required to submit, but only for conformance with the information given in the Contract Documents. Such review and approvals or other action will not extend to means, methods, techniques, equipment choice and usage, schedules, or procedures of construction or to related safety programs. Substitutes and "or-equal": The ENGINEER will evaluate and determine the acceptability of substitute or "or-equal" materials and equipment proposed by Contractor in accordance with the Contract Documents. Disagreements between the CITY and Contractor: The ENGINEER will, if requested by the CITY, render written decision on all claims of the CITY and Contractor relating to the acceptability of Contractor's work or the interpretation of the requirements of the Contract Documents. In rendering decisions, the ENGINEER shall be fair and not show partiality to the CITY or Contractor and shall not be liable in connection with any decision rendered in good faith. Applications for Payment: Based on its observations and on review of applications for payment and supporting documentation, the ENGINEER will determine amounts that the ENGINEER recommends Contractor be paid. Such recommendations will be based on the ENGINEER’s knowledge, information and belief, and will state whether in the ENGINEER’s opinion Contractor’s work has progressed to the point indicated, subject to any qualifications stated in the DocuSign Envelope ID: E679532D-DA3F-4C4B-A85E-58304261D33A 296 ATTACHMENT A – TASK ORDER #1 SCOPE OF SERVICES FOR BELL AVENUE TWU MINI ROUNDABOUTS City of Denton, Texas Attachment A Page 12 of 14 recommendation. For unit price work, the ENGINEER’s recommendations of payment will include determinations of quantities and classifications of Contractor's work, based on observations and measurements of quantities provided with pay requests. The ENGINEER’s recommendations will not be a representation that its observations to check Contractor's work have been exhaustive, extended to every aspect of Contractor's work, or involved detailed inspections. Substantial Completion: Consultant will, after notice from Contractor that it considers the Work ready for its intended use, in company with the inspector, Client and Contractor, conduct and document a site visit to determine if the Work is substantially complete. Work will be considered substantially complete following satisfactory completion of all items with the exception of those identified on a final punch list. This task includes: Up to one (1) substantial completion walkthrough with the inspector, CITY, and Contractor. Document remaining punch-list items. Final Notice of Acceptability of the Work: The ENGINEER will conduct a final site visit to determine if the completed Work of Contractor is generally in accordance with the Contract Documents and the final punch list so that the ENGINEER may recommend final payment to Contractor. Accompanying the recommendation for final payment, the ENGINEER shall also provide a notice that the Work is generally in accordance with the Contract Documents to the best of the ENGINEER’s knowledge, information, and belief based on the extent of its services and based upon information provided to the ENGINEER. This task includes: Up to one (1) final walkthrough with the inspector, CITY, and Contractor. Document any outstanding punch-list items from the substantial completion walkthrough. Provide a recommendation to the Client for final payment and that the Work is complete and is generally in accordance with the Contract Documents. TDLR Accessibility Review: The ENGINEER will utilize a subconsultant that is a Registered Accessibility Specialist (RAS) for the purposes of reviewing the plans, for conformance with the Texas Accessibility Standards (TAS). The ENGINEER will coordinate with the RAS for project registration with the Texas Department of Licensing and Regulation (TDLR), and project inspection upon completion of construction. The ENGINEER will prepare plans in an effort to conform to TAS and will make one (1) round of revisions to the plans based on comments received from the RAS. Record Drawings: The ENGINEER will revise plan sheets to show those changes during the construction process reported by the Contractor to the ENGINEER and considered to be significant. Task Duration: DocuSign Envelope ID: E679532D-DA3F-4C4B-A85E-58304261D33A 297 ATTACHMENT A – TASK ORDER #1 SCOPE OF SERVICES FOR BELL AVENUE TWU MINI ROUNDABOUTS City of Denton, Texas Attachment A Page 13 of 14 1. The ENGINEER will perform construction phase services for up to sixty (60) hours. Any additional time spent performing construction phase services will be considered additional services. TASK 7: Implementation and Observations Task 7.1 Observations and Feedback The temporary improvements will be observed over a span of 2-4 weeks to determine the validity of the improvement. The ENGINEER will gather feedback from CITY staff and TWU staff regarding each temporary condition after the observation phase is complete. The ENGINEER will prepare a memorandum documenting the comments received and provide a recommendation of how to proceed with the permanent improvements to the Chapel Drive and the College Street intersection. Deliverables: 1. Copy of comments and feedback received by the CITY and/or TWU staff 2. Memorandum documenting the ENGINEER’s recommendation for proceeding with permanent intersection solutions at Chapel Drive and at College Street DocuSign Envelope ID: E679532D-DA3F-4C4B-A85E-58304261D33A 298 ATTACHMENT A – TASK ORDER #1 SCOPE OF SERVICES FOR BELL AVENUE TWU MINI ROUNDABOUTS City of Denton, Texas Attachment A Page 14 of 14 ADDITIONAL SERVICES The following additional services are not anticipated as part of this Scope of Services agreement, however, can be provided if deemed necessary during the project development process. The ENGINEER will not provide the additional services listed below without the written consent and approval of the CITY. Preparation of construction and bidding documents for the Texas Street at N Bell Ave intersection. This agreement includes up to the preparation of a conceptual design for the Texas Street intersection. More than one set of construction and bidding documents for the two intersections (Chapel Drive and College Street) Geotechnical engineering Right-of-way acquisition documents/instruments and services Relocation design and coordination of existing city utilities Level A SUE Storm drain design. It is assumed the proposed improvements will not increase the impervious area of the project that would adversely impact the existing storm drain system. Attending or preparing any materials for community or CITY council meetings that are not included as part of this scope. Modeling or formal submittals to FEMA Design of franchise utility relocations Arborilogical services or the assessment of tree(s) condition Landscape and irrigation design Preparation of the contractor’s SWPPP Services related to warranty claims, enforcement and inspection after final completion; Assist the CITY as an expert witness in litigation in connection with the project or in hearings before approving and regulatory agencies; Redesign to reflect project scope changes requested by the CITY, required to address changed conditions or change in direction previously approved by the CITY, mandated by changing governmental laws, or necessitated by the CITY’s acceptance of substitutions proposed by the contractor; and Any services not listed within the Scope of Services DocuSign Envelope ID: E679532D-DA3F-4C4B-A85E-58304261D33A 299 ATTACHMENT B-TASK ORDER #1 COMPENSATION FOR BELL AVENUE TWU MINI ROUNDABOUTS City of Denton, Texas Attachment B Page 1 of 1 ATTACHMENT "B" Bell Avenue Temporary TWU Mini Roundabouts Compensation Total compensation for the ENGINEER contemplated under the terms of this agreement shall be a total not-to-exceed $109,700 for all services including reimbursable expenses. The CITY shall compensate the ENGINEER as follows: BASIC SERVICES For Basic Services Tasks 1-7 the total compensation shall be on a reimbursable (hourly) basis and not to exceed $109,700. Progress payments for Basic Services shall be paid monthly based on the actual work satisfactorily completed per month in each phase, with the following amounts of the total compensation for the Basic Services for each phase of the Project: Task 1 – Project Management $ 6,600 Task 2 – Meetings (kick-off, stakeholders, and public meeting) $ 18,900 Task 3 – Data Collection (includes survey and SUE Level B) $ 29,300 Task 4 – Horizontal Geometry (Temporary and Permanent) $ 9,300 Task 5 – Temporary Improvements Construction Documents $ 31,900 Task 6 – Bidding and Construction Phase Services $ 12,300 Task 7 – Implementation and Observations $ 1,400 Total $ 109,700 ENGINEER will not exceed the total maximum labor fee shown without authorization from the CITY. Individual task amounts are provided for budgeting purposes only. ENGINEER reserves the right to reallocate amounts among tasks as necessary. Labor fee will be billed on an hourly basis according to our then-current rates. As to these tasks, direct reimbursable expenses such as express delivery services, fees, travel, and other direct expenses will be billed at 1.10 times cost. A percentage of labor fee will be added to each invoice to cover certain other expenses as to these tasks such as telecommunications, in-house reproduction, postage, supplies, project related computer time, and local mileage. Administrative time related to the project may be billed hourly. All permitting, application, and similar project fees will be paid directly by the CITY. Payment will be due within 25 days of your receipt of the invoice and should include the invoice number and Kimley-Horn project number. EXTRA SERVICES Any services not specifically provided for in the above scope and authorized by the CITY, will be billed as additional services and performed at our then current hourly rates. DocuSign Envelope ID: E679532D-DA3F-4C4B-A85E-58304261D33A 300 City of Denton, Texas Page 1 of 1 ATTACHMENT “C” CHANGES AND AMENDMENTS TO STANDARD AGREEMENT Design Services for Bell Avenue TWU Mini Roundabouts No modifications to the Standard Agreement are necessary for this project. DocuSign Envelope ID: E679532D-DA3F-4C4B-A85E-58304261D33A 301 City of Denton, Texas Page 1 of 1 ATTACHMENT “D” PROJECT SCHEDULE for Bell Avenue TWU Mini Roundabouts Task Order #1 A mutually agreed-upon project schedule will be developed and shared with CITY staff after the kick-off meeting. The schedule will include labor effort by the ENGINEER, by the ENGINEER’s contracted subconsultants, and relevant CITY review/approval timeframes. The schedule will be updated monthly and attached to each month’s invoice along with a status report for the project. The status report typically consists of one page of written narrative highlighting the efforts from the billable month, anticipated efforts the following month, and anything needed from the CITY to continue forward along the project’s timeline. Due to the everchanging circumstances surrounding the COVID-19 Virus, situations may arise during the performance of this Agreement that affect availability of resources and staff of the ENGINEER, the CITY, other consultants, and public agencies. There could be changes in anticipated delivery times, jurisdictional approvals, and project costs. ENGINEER will exercise reasonable efforts to overcome the challenges presented by current circumstances, but ENGINEER will not be liable to CITY for any delays, expenses, losses, or damages of any kind arising out of the impact of the COVID-19 Virus. DocuSign Envelope ID: E679532D-DA3F-4C4B-A85E-58304261D33A 302 DocuSign Envelope ID: E679532D-DA3F-4C4B-A85E-58304261D33A 303 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: E679532D-DA3F-4C4B-A85E-58304261D33A CIQ Kimley-Horn and Associates, Inc. 2/18/2021 X n/a 304 Certificate Of Completion Envelope Id: E679532DDA3F4C4BA85E58304261D33A Status: Sent Subject: Please DocuSign: City Council PSA Contract 6590-107 Bell Ave TWU Mini Roundabouts-Phase 1 Source Envelope: Document Pages: 38 Signatures: 4 Envelope Originator: Certificate Pages: 6 Initials: 1 Cori Power AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 cori.power@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 2/12/2021 5:34:26 PM Holder: Cori Power cori.power@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Cori Power cori.power@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 2/12/2021 5:38:14 PM Viewed: 2/12/2021 5:38:20 PM Signed: 2/12/2021 5:38:52 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: 2/12/2021 5:38:55 PM Viewed: 2/14/2021 11:31:41 AM Signed: 2/14/2021 11:32:20 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: 107.77.200.172 Signed using mobile Sent: 2/14/2021 11:32:22 AM Viewed: 2/15/2021 9:31:24 AM Signed: 2/15/2021 9:34:12 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Scott R. Arnold Scott.arnold@kimley-horn.com Vice President Kimley-Horn and Associates, Inc. Security Level: Email, Account Authentication (None) Signature Adoption: Uploaded Signature Image Using IP Address: 52.144.111.97 Sent: 2/15/2021 9:34:17 AM Viewed: 2/18/2021 2:58:25 PM Signed: 2/18/2021 2:58:50 PM Electronic Record and Signature Disclosure: Accepted: 3/27/2020 10:55:11 AM ID: a1f38400-e5cc-4b57-8548-4dd7e031355d 305 Signer Events Signature Timestamp Rebecca Diviney Rebecca.Diviney@cityofdenton.com Director of Capital Projects/City Engineer Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 2/18/2021 2:58:54 PM Viewed: 2/18/2021 3:14:53 PM Signed: 2/18/2021 3:15:58 PM Electronic Record and Signature Disclosure: Accepted: 2/18/2021 3:14:53 PM ID: d080af4c-617a-486a-8fac-bccc033141c4 Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 2/18/2021 3:16:03 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: Accepted: 2/16/2021 7:23:48 PM ID: e056fa2d-7e8d-496b-bd72-0309e7121d80 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: 2/12/2021 5:38:55 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign 306 Carbon Copy Events Status Timestamp Sherri Thurman sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 2/18/2021 3:16:02 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: 2/18/2021 3:16:03 PM Viewed: 2/18/2021 3:17:48 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 Cathy Welborn Cathy.Welborn@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Tracy Beck Tracy.Beck@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Rachel Wood Rachel.Wood@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 2/12/2021 5:38:14 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure 307 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 21-492,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 their designee,to execute a Professional Services Agreement with Bridgefarmer & Associates,Inc.,for the Texas Woman’s University (TWU)Area Capital Projects Program -Phase 1 for Capital Projects-Engineering Department,as set forth in the contract;providing for the expenditure of funds therefor; and providing an effective date (RFQ 6590-106 -Professional Services Agreement for engineering services awarded to Bridgefarmer & Associates, Inc., in the not-to-exceed amount of $1,577,270.00). City of Denton Printed on 3/19/2021Page 1 of 1 powered by Legistar™311 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance ACM: David Gaines DATE: March 23, 2021 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager, or their designee, to execute a Professional Services Agreement with Bridgefarmer & Associates, Inc., for the Texas Woman’s University (TWU) Area Capital Projects Program - Phase 1 for Capital Projects-Engineering Department, as set forth in the contract; providing for the expenditure of funds therefor; and providing an effective date (RFQ 6590-106 – Professional Services Agreement for engineering services awarded to Bridgefarmer & Associates, Inc., in the not-to-exceed amount of $1,577,270.00). INFORMATION/BACKGROUND After a series of internal stakeholder discussions and several meetings with TWU staff, the Capital Projects- Engineering Department, Parks and Recreation, Denton Municipal Electric, and the Utilities Department agreed to take a programmatic approach to managing a series of infrastructure projects in the general vicinity of TWU. The projects currently under consideration as part of the TWU Area Program include several longstanding Capital Improvement Plan projects, such as the Mingo/Ruddell Intersection, Mingo and Ruddell widening, and Quiet Zones along Mingo Road as well as water, wastewater, and drainage infrastructure enhancements. The Capital Projects-Engineering Department recommends taking a phased approach to completing the design and construction of projects identified as part of the TWU Area Program. Phase 1 of the TWU Area Program represents the initial group of projects that will be designed to 30% in order to present a preliminary design for each project and obtain feedback from the City Council by the third quarter of 2021. Along with the 30% design, staff will review preliminary project costs, benefits, and schedules with the City Council and seek direction on which project(s) in the program should move forward to complete design and construction. TWU Area Capital Projects Program - Phase 1 will address the following projects: Project Name % Design Mingo/Ruddell Intersection 30% Mingo Widening from Bell to Ruddell 30% Mingo Widening from Ruddell to Mockingbird 30% Ruddell Widening from US 380 to Mingo 30% Quiet Zone Study for Mingo 100% City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 312 Request for Qualifications for professional engineering services was solicited using the City’s formal solicitation process. City Council approved a pre-qualified list of engineering firms on March 6, 2018, and June 5, 2018 (Ordinance 2018-331). PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On March 6, 2018, and June 5, 2018, Council approved RFQ 6590 for a prequalified list of professional engineering firms (Ordinance 2018-331). RECOMMENDATION Award a contract with Bridgefarmer & Associates, Inc., for the Texas Woman’s University (TWU) Area Capital Projects Program - Phase 1 for Capital Projects-Engineering Department, in a not-to-exceed amount of $1,577,270. PRINCIPAL PLACE OF BUSINESS Bridgefarmer & Associates, Inc. Dallas, TX ESTIMATED SCHEDULE OF PROJECT This project will be started upon approval with a completion date by September 30, 2021. FISCAL INFORMATION These services will be funded from General Obligation Bond Funds. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Ordinance and Contract Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Tracy L. Beck, 940-349-8925. Legal point of contact: Marcella Lunn at 940-349-8333. 313 ORDINANCE NO. _________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER, OR THEIR DESIGNEE, TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH BRIDGEFARMER & ASSOCIATES, INC., FOR PROJECTS PROGRAM - PHASE 1 FOR CAPITAL PROJECTS-ENGINEERING DEPARTMENT, AS SET FORTH IN THE CONTRACT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFQ 6590-106 PROFESSIONAL SERVICES AGREEMENT FOR ENGINEERING SERVICES AWARDED TO BRIDGEFARMER & ASSOCIATES, INC., IN THE NOT-TO-EXCEED AMOUNT OF $1,577,270.00). WHEREAS, on March 6, 2018 and June 5, 2018, the City Council approved a pre-qualified engineer list (Ordinance 2018-331) and t ), mentioned in this ordinance is being selected as the most highly qualified on the basis of its demonstrated competence and qualifications to perform the proposed professional services; and WHEREAS, the fees under the proposed contract are fair and reasonable and are consistent with, and not higher than, the recommended practices and fees published by the professional , and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or their designee, is hereby authorized to enter into an agreement with to Bridgefarmer and Associates, Inc., to provide professional engineering services for the City of Denton, a copy of which is attached hereto and incorporated by reference herein. SECTION 2. The City Manager, or their designee, is authorized to expend funds as required by the attached contract. 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 their designee. SECTION 4. The findings in the preamble of this ordinance are incorporated herein by reference. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by __________________________ and seconded by _________________________________, the ordinance was passed and approved by the following vote [___ - ___]: 314 Aye Nay Abstain Absent Mayor Gerard Hudspeth: ______ ______ ______ ______ Birdia Johnson, District 1: ______ ______ ______ ______ Connie Baker, 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 ___________________________, 2021. __________________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: _________________________________ 315 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 08995C4C-E9D0-44ED-830D-92F3FB81C8A3 Not Applicable TWU Area Capital Projects Program-Phase 1 PSA Cori Power 6590-106 316 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 1 of 18 CITY OF DENTON, TEXAS STANDARD AGREEMENT FOR ENGINEERING RELATED PROFESSIONAL SERVICES This AGREEMENT is between the City of Denton, a Texas home-rule municipality ("CITY"), and Bridgefarmer & Associates, Inc., with its corporate office at 2350 Valley View Lane STE 100, Dallas, TX 75234 and authorized to do business in Texas, ("ENGINEER"), for a PROJECT generally described as: TWU Area Capital Projects Program (the "PROJECT"). SECTION 1 Scope of Services A. The CITY hereby agrees to retain the ENGINEER, and the ENGINEER hereby agrees to perform, professional engineering services set forth in the Scope of Services attached hereto as Attachment A. These services shall be performed in connection with the PROJECT. B. Additional services, if any, will be requested in writing by the CITY. CITY shall not pay for any work performed by ENGINEER or its consultants, subcontractors and/or suppliers that has not been ordered in advance and in writing. It is specifically agreed that ENGINEER shall not be compensated for any additional work resulting from oral orders of any person. SECTION 2 Compensation and Term of Agreement A. The ENGINEER shall be compensated for all services provided pursuant to this AGREEMENT in an amount not to exceed $1,577,270.00 in the manner and in accordance with the fee schedule as set forth in Attachment B. Payment shall be considered full compensation for all labor, materials, supplies, and equipment necessary to complete the services described in Attachment A. B. Unless otherwise terminated pursuant to Section 6. D. herein, this AGREEMENT shall be for a term beginning upon the effective date, as described below, and shall continue for a period which may reasonably be required for the completion of the PROJECT, until the expiration of the funds, or completion of the PROJECT and acceptance by the CITY, whichever occurs first. ENGINEER shall proceed diligently with the PROJECT to completion as described in the PROJECT schedule as set forth in Attachment D. SECTION 3 Terms of Payment Payments to the ENGINEER will be made as follows: DocuSign Envelope ID: 08995C4C-E9D0-44ED-830D-92F3FB81C8A3 317 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 2 of 18 A. Invoice and Payment (1) The Engineer shall provide the City sufficient documentation, including but not limited to meeting the requirements set forth in the PROJECT schedule as set forth in Attachment D to reasonably substantiate the invoices. (2) The ENGINEER will issue monthly invoices for all work performed under this AGREEMENT. Invoices for the uncontested performance of the particular services are due and payable within 30 days of receipt by City. (3) Upon completion of services enumerated in Section 1, the final payment of any balance for the uncontested performance of the services will be due within 30 days of receipt of the final invoice. (4) In the event of a disputed or contested billing, only that portion so contested will be withheld from payment, and the undisputed portion will be paid. The CITY will exercise reasonableness in contesting any bill or portion thereof. No interest will accrue on any contested portion of the billing until mutually resolved. (5) If the CITY fails to make payment in full to ENGINEER for billings contested in good faith within 60 days of the amount due, the ENGINEER may, after giving 7 days' written notice to CITY, suspend services under this AGREEMENT until paid in full. In the event of suspension of services, the ENGINEER shall have no liability to CITY for delays or damages caused the CITY because of such suspension of services. SECTION 4 Obligations of the Engineer Amendments to Section 4, if any, are included in Attachment C. A. General The ENGINEER will serve as the CITY's professional engineering representative under this AGREEMENT, providing professional engineering consultation and advice and furnishing customary services incidental thereto. B. Standard of Care The ENGINEER shall perform its services: (1) with the professional skill and care ordinarily provided by competent engineers practicing in the same or similar locality and under the same or similar circumstances and professional license; and DocuSign Envelope ID: 08995C4C-E9D0-44ED-830D-92F3FB81C8A3 318 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 3 of 18 (2) as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer. C. Subsurface Investigations (1) The ENGINEER shall advise the CITY with regard to the necessity for subcontract work such as special surveys, tests, test borings, or other subsurface investigations in connection with design and engineering work to be performed hereunder. The ENGINEER shall also advise the CITY concerning the results of same. Such surveys, tests, and investigations shall be furnished by the CITY, unless otherwise specified in Attachment A. (2) In soils, foundation, groundwater, and other subsurface investigations, the actual characteristics may vary significantly between successive test points and sample intervals and at locations other than where observations, exploration, and investigations have been made. Because of the inherent uncertainties in subsurface evaluations, changed or unanticipated underground conditions may occur that could affect the total PROJECT cost and/or execution. These conditions and cost/execution effects are not the responsibility of the ENGINEER. D. Preparation of Engineering Drawings The ENGINEER will provide to the CITY the original drawings of all plans in ink on reproducible mylar sheets and electronic files in .pdf format, or as otherwise approved by CITY, which shall become the property of the CITY. CITY may use such drawings in any manner it desires; provided, however, that the ENGINEER shall not be liable for the use of such drawings for any project other than the PROJECT described herein. E. Engineer's Personnel at Construction Site (1) The presence or duties of the ENGINEER's personnel at a construction site, whether as on-site representatives or otherwise, do not make the ENGINEER or its personnel in any way responsible for those duties that belong to the CITY and/or the CITY's construction contractors or other entities, and do not relieve the construction contractors or any other entity of their obligations, duties, and responsibilities, including, but not limited to, all construction methods, means, techniques, sequences, and procedures necessary for coordinating and completing all portions of the construction work in accordance with the AGREEMENT Documents and any health or safety precautions required by such construction work. The ENGINEER and its personnel have no authority to exercise any control over any construction contractor or other entity or their employees in connection with their work or any health or safety precautions. DocuSign Envelope ID: 08995C4C-E9D0-44ED-830D-92F3FB81C8A3 319 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 4 of 18 (2) Except to the extent of specific site visits expressly detailed and set forth in Attachment A, the ENGINEER or its personnel shall have no obligation or responsibility to visit the construction site to become familiar with the progress or quality of the completed work on the PROJECT or to determine, in general, if the work on the PROJECT is being performed in a manner indicating that the PROJECT, when completed, will be in accordance with the AGREEMENT Documents, nor shall anything in the AGREEMENT Documents or this AGREEMENT between CITY and ENGINEER be construed as requiring ENGINEER to make exhaustive or continuous on-site inspections to discover latent defects in the work or otherwise check the quality or quantity of the work on the PROJECT. If the ENGINEER makes on-site observation(s) of a deviation from the AGREEMENT Documents, the ENGINEER shall inform the CITY. (3) When professional certification of performance or characteristics of materials, systems or equipment is reasonably required to perform the services set forth in the Scope of Services, the ENGINEER shall be entitled to rely upon such certification to establish materials, systems or equipment and performance criteria to be required in the AGREEMENT Documents. F. Opinions of Probable Cost, Financial Considerations, and Schedules (1) The ENGINEER shall provide opinions of probable costs based on the current available information at the time of preparation, in accordance with Attachment A. (2) In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for the PROJECT, the ENGINEER has no control over cost or price of labor and materials; unknown or latent conditions of existing equipment or structures that may affect operation or maintenance costs; competitive bidding procedures and market conditions; time or quality of performance by third parties; quality, type, management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimate PROJECT cost or schedule. Therefore, the ENGINEER makes no warranty that the CITY's actual PROJECT costs, financial aspects, economic feasibility, or schedules will not vary from the ENGINEER's opinions, analyses, projections, or estimates. G. Construction Progress Payments Recommendations by the ENGINEER to the CITY for periodic construction progress payments to the construction contractor will be based on the ENGINEER's knowledge, information, and belief from selective sampling and observation that the work has progressed to the point indicated. Such recommendations do not represent that continuous or detailed examinations have been made by the ENGINEER to ascertain that DocuSign Envelope ID: 08995C4C-E9D0-44ED-830D-92F3FB81C8A3 320 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 5 of 18 the construction contractor has completed the work in exact accordance with the AGREEMENT Documents; that the final work will be acceptable in all respects; that the ENGINEER has made an examination to ascertain how or for what purpose the construction contractor has used the moneys paid; that title to any of the work, materials, or equipment has passed to the CITY free and clear of liens, claims, security interests, or encumbrances; or that there are not other matters at issue between the CITY and the construction contractor that affect the amount that should be paid. H. Record Drawings Record drawings, if required, will be prepared, in part, on the basis of information compiled and furnished by others, and may not always represent the exact location, type of various components, or exact manner in which the PROJECT was finally constructed. The ENGINEER is not responsible for any errors or omissions in the information from others that is incorporated into the record drawings. I. Right to Audit (1) ENGINEER agrees that the CITY shall, until the expiration of five (5) years after final payment under this AGREEMENT, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of the ENGINEER involving transactions relating to this AGREEMENT. ENGINEER agrees that the CITY shall have access during normal working hours to all necessary ENGINEER facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The CITY shall give ENGINEER reasonable advance notice of intended audits. (2) ENGINEER further agrees to include in all its subconsultant agreements hereunder a provision to the effect that the subconsultant agrees that the CITY shall, until the expiration of five (5) years after final payment under the subcontract, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of such subconsultant, involving transactions to the subcontract, and further, that the CITY shall have access during normal working hours to all subconsultant facilities, and shall be provided adequate and appropriate work space, in order to conduct audits in compliance with the provisions of this section together with subsection (3) hereof. CITY shall give subconsultant reasonable advance notice of intended audits. (3) ENGINEER and subconsultant agree to photocopy such documents as may be requested by the CITY. The CITY agrees to reimburse ENGINEER for the cost of copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. DocuSign Envelope ID: 08995C4C-E9D0-44ED-830D-92F3FB81C8A3 321 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 6 of 18 J. INSURANCE (1) ENGINEER’S INSURANCE a. Commercial General Liability – the ENGINEER shall maintain commercial general liability (CGL) and, if necessary, commercial umbrella insurance with a limit of not less than $1,000,000.00 per each occurrence with a $2,000,000.00 aggregate. If such Commercial General Liability insurance contains a general aggregate limit, it shall apply separately to this PROJECT or location. i. The CITY shall be included as an additional insured with all rights of defense under the CGL, using ISO additional insured endorsement or a substitute providing equivalent coverage, and under the commercial umbrella, if any. This insurance shall apply as primary insurance with respect to any other insurance or self- insurance programs afforded to the CITY. The Commercial General Liability insurance policy shall have no exclusions or endorsements that would alter or nullify: premises/operations, products/completed operations, contractual, personal injury, or advertising injury, which are normally contained within the policy, unless the CITY specifically approves such exclusions in writing. ii. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the commercial general liability or commercial umbrella liability insurance maintained in accordance with this AGREEMENT. b. Business Auto – the ENGINEER shall maintain business auto liability and, if necessary, commercial umbrella liability insurance with a limit of not less than $1,000,000 each accident. Such insurance shall cover liability arising out of “any auto”, including owned, hired, and non-owned autos, when said vehicle is used in the course of the PROJECT. If the engineer owns no vehicles, coverage for hired or non-owned is acceptable. i. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the business auto liability or commercial umbrella liability insurance obtained by ENGINEER pursuant to this AGREEMENT or under any applicable auto physical damage coverage. c. Workers’ Compensation – ENGINEER shall maintain workers DocuSign Envelope ID: 08995C4C-E9D0-44ED-830D-92F3FB81C8A3 322 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 7 of 18 compensation and employers liability insurance and, if necessary, commercial umbrella liability insurance with a limit of not less than $100,000.00 each accident for bodily injury by accident or $100,000.00 each employee for bodily injury by disease, with $500,000.00 policy limit. i. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by workers compensation and employer’s liability or commercial umbrella insurance obtained by ENGINEER pursuant to this AGREEMENT. d. Professional Liability – ENGINEER shall maintain professional liability, a claims-made policy, with a minimum of $1,000,000.00 per claim and aggregate. The policy shall contain a retroactive date prior to the date of the AGREEMENT or the first date of services to be performed, whichever is earlier. Coverage shall be maintained for a period of 5 years following the completion of the AGREEMENT. An annual certificate of insurance specifically referencing this PROJECT shall be submitted to the CITY for each year following completion of the AGREEMENT. (2) GENERAL INSURANCE REQUIREMENTS a. Certificates of insurance evidencing that the ENGINEER has obtained all required insurance shall be attached to this AGREEMENT prior to its execution. b. Applicable policies shall be endorsed to name the CITY an Additional Insured thereon, subject to any defense provided by the policy, as its interests may appear. The term CITY shall include its employees, officers, officials, agents, and volunteers as respects the contracted services. c. Certificate(s) of insurance shall document that insurance coverage specified in this AGREEMENT are provided under applicable policies documented thereon. d. Any failure on part of the CITY to attach the required insurance documentation hereto shall not constitute a waiver of the insurance requirements. e. A minimum of thirty (30) days notice of cancellation or material change in coverage shall be provided to the CITY. A ten (10) days notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the respective Department Director (by name), City of Denton, 901 Texas Street, Denton, Texas 76209. DocuSign Envelope ID: 08995C4C-E9D0-44ED-830D-92F3FB81C8A3 323 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 8 of 18 f. Insurers for all policies must be authorized to do business in the State of Texas and have a minimum rating of A:V or greater, in the current A.M. Best Key Rating Guide or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. g. Any deductible or self insured retention in excess of $25,000.00 that would change or alter the requirements herein is subject to approval by the CITY in writing, if coverage is not provided on a first-dollar basis. The CITY, at it sole discretion, may consent to alternative coverage maintained through insurance pools or risk retention groups. Dedicated financial resources or letters of credit may also be acceptable to the CITY. h. Applicable policies shall each be endorsed with a waiver of subrogation in favor of the CITY as respects the PROJECT. i. The CITY shall be entitled, upon its request and without incurring expense, to review the ENGINEER's insurance policies including endorsements thereto and, at the CITY's discretion; the ENGINEER may be required to provide proof of insurance premium payments. j. Lines of coverage, other than Professional Liability, underwritten on a claims-made basis, shall contain a retroactive date coincident with or prior to the date of the AGREEMENT. The certificate of insurance shall state both the retroactive date and that the coverage is claims-made. k. Coverages, whether written on an occurrence or claims-made basis, shall be maintained without interruption nor restrictive modification or changes from date of commencement of the PROJECT until final payment and termination of any coverage required to be maintained after final payments. l. The CITY shall not be responsible for the direct payment of any insurance premiums required by this AGREEMENT. m. Sub consultants and subcontractors to/of the ENGINEER shall be required by the ENGINEER to maintain the same or reasonably equivalent insurance coverage as required for the ENGINEER. When sub consultants/subcontractors maintain insurance coverage, ENGINEER shall provide CITY with documentation thereof on a certificate of insurance. DocuSign Envelope ID: 08995C4C-E9D0-44ED-830D-92F3FB81C8A3 324 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 9 of 18 K. Independent Consultant The ENGINEER agrees to perform all services as an independent consultant and not as a subcontractor, agent, or employee of the CITY. The doctrine of respondeat superior shall not apply. L. Disclosure The ENGINEER acknowledges to the CITY that it has made full disclosure in writing of any existing conflicts of interest or potential conflicts of interest, including personal financial interest, direct or indirect, in property abutting the proposed PROJECT and business relationships with abutting property cities. The ENGINEER further acknowledges that it will make disclosure in writing of any conflicts of interest that develop subsequent to the signing of this AGREEMENT and prior to final payment under the AGREEMENT. M. Asbestos or Hazardous Substances (1) If asbestos or hazardous substances in any form are encountered or suspected, the ENGINEER will stop its own work in the affected portions of the PROJECT to permit testing and evaluation. (2) If asbestos or other hazardous substances are suspected, the CITY may request the ENGINEER to assist in obtaining the services of a qualified subcontractor to manage the remediation activities of the PROJECT. N. Permitting Authorities - Design Changes If permitting authorities require design changes so as to comply with published design criteria and/or current engineering practice standards which the ENGINEER should have been aware of at the time this AGREEMENT was executed, the ENGINEER shall revise plans and specifications, as required, at its own cost and expense. However, if design changes are required due to the changes in the permitting authorities' published design criteria and/or practice standards criteria which are published after the date of this AGREEMENT which the ENGINEER could not have been reasonably aware of, the ENGINEER shall notify the CITY of such changes and an adjustment in compensation will be made through an amendment to this AGREEMENT. O. Schedule ENGINEER shall manage the PROJECT in accordance with the schedule developed per Attachment D to this AGREEMENT. P. Equal Opportunity (1) Equal Employment Opportunity: ENGINEER and ENGINEER’s agents DocuSign Envelope ID: 08995C4C-E9D0-44ED-830D-92F3FB81C8A3 325 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 10 of 18 shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this AGREEMENT. (2) Americans with Disabilities Act (ADA) Compliance: ENGINEER and ENGINEER’s agents shall not engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. SECTION 5 Obligations of the City Amendments to Section 5, if any, are included in Attachment C. A. City-Furnished Data ENGINEER may rely upon the accuracy, timeliness, and completeness of the information provided by the CITY. B. Access to Facilities and Property The CITY will make its facilities accessible to the ENGINEER as required for the ENGINEER's performance of its services. The CITY will perform, at no cost to the ENGINEER, such tests of equipment, machinery, pipelines, and other components of the CITY's facilities as may be required in connection with the ENGINEER's services. The CITY will be responsible for all acts of the CITY's personnel. C. Advertisements, Permits, and Access Unless otherwise agreed to in the Scope of Services, the CITY will obtain, arrange, and pay for all advertisements for bids; permits and licenses required by local, state, or federal authorities; and land, easements, rights-of-way, and access necessary for the ENGINEER's services or PROJECT construction. D. Timely Review The CITY will examine the ENGINEER's studies, reports, sketches, drawings, specifications, proposals, and other documents; obtain advice of an attorney, insurance counselor, accountant, auditor, bond and financial advisors, and other consultants as the CITY deems appropriate; and render in writing decisions required by the CITY in a timely manner in accordance with the PROJECT schedule prepared in accordance with Attachment D. E. Prompt Notice DocuSign Envelope ID: 08995C4C-E9D0-44ED-830D-92F3FB81C8A3 326 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 11 of 18 The CITY will give prompt written notice to the ENGINEER whenever CITY observes or becomes aware of any development that affects the scope or timing of the ENGINEER's services or of any defect in the work of the ENGINEER or construction contractors. F. Asbestos or Hazardous Substances Release. (1) CITY acknowledges ENGINEER will perform part of the work at CITY's facilities that may contain hazardous materials, including asbestos containing materials, or conditions, and that ENGINEER had no prior role in the generation, treatment, storage, or disposition of such materials. In consideration of the associated risks that may give rise to claims by third parties or employees of City, City hereby releases ENGINEER from any damage or liability related to the presence of such materials. (2) The release required above shall not apply in the event the discharge, release or escape of hazardous substances, contaminants, or asbestos is a result of ENGINEER’s negligence or if ENGINEER brings such hazardous substance, contaminant or asbestos onto the PROJECT. G. Contractor Indemnification and Claims The CITY agrees to include in all construction contracts the provisions of Article IV.E. regarding the ENGINEER's Personnel at Construction Site, and provisions providing for contractor indemnification of the CITY and the ENGINEER for contractor's negligence. H. Contractor Claims and Third-Party Beneficiaries (1) The CITY agrees to include the following clause in all contracts with construction contractors and equipment or materials suppliers: "Contractors, subcontractors and equipment and materials suppliers on the PROJECT, or their sureties, shall maintain no direct action against the ENGINEER, its officers, employees, and subcontractors, for any claim arising out of, in connection with, or resulting from the engineering services performed. Only the CITY will be the beneficiary of any undertaking by the ENGINEER." (2) This AGREEMENT gives no rights or benefits to anyone other than the CITY and the ENGINEER and there are no third-party beneficiaries. (3) The CITY will include in each agreement it enters into with any other entity or person regarding the PROJECT a provision that such entity or person shall have no third-party beneficiary rights under this AGREEMENT. (4) Nothing contained in this Section H. shall be construed as a waiver of any right DocuSign Envelope ID: 08995C4C-E9D0-44ED-830D-92F3FB81C8A3 327 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 12 of 18 the CITY has to bring a claim against ENGINEER. I. CITY's Insurance (1) The CITY may maintain property insurance on certain pre-existing structures associated with the PROJECT. (2) The CITY may secure Builders Risk/Installation insurance at the replacement cost value of the PROJECT. The CITY may provide ENGINEER a copy of the policy or documentation of such on a certificate of insurance. J. Litigation Assistance The Scope of Services does not include costs of the ENGINEER for required or requested assistance to support, prepare, document, bring, defend, or assist in litigation undertaken or defended by the CITY. In the event CITY requests such services of the ENGINEER, this AGREEMENT shall be amended or a separate agreement will be negotiated between the parties. K. Changes The CITY may make or approve changes within the general Scope of Services in this AGREEMENT. If such changes affect the ENGINEER's cost of or time required for performance of the services, an equitable adjustment will be made through an amendment to this AGREEMENT with appropriate CITY approval. SECTION 6 General Legal Provisions Amendments to Section 6, if any, are included in Attachment C. A. Authorization to Proceed ENGINEER shall be authorized to proceed with this AGREEMENT upon receipt of a written Notice to Proceed from the CITY. B. Reuse of Project Documents All designs, drawings, specifications, documents, and other work products of the ENGINEER, whether in hard copy or in electronic form, are instruments of service for this PROJECT, whether the PROJECT is completed or not. Reuse, change, or alteration by the CITY or by others acting through or on behalf of the CITY of any such instruments of service without the written permission of the ENGINEER will be at the CITY's sole risk. The CITY shall own the final designs, drawings, specifications and documents. DocuSign Envelope ID: 08995C4C-E9D0-44ED-830D-92F3FB81C8A3 328 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 13 of 18 C. Force Majeure The ENGINEER is not responsible for damages or delay in performance caused by acts of God, strikes, lockouts, accidents, or other events beyond the control of the ENGINEER that prevent ENGINEER’s performance of its obligations hereunder. D. Termination (1) This AGREEMENT may be terminated: a. by the City for its convenience upon 30 days' written notice to ENGINEER. b. by either the CITY or the ENGINEER for cause if either party fails substantially to perform through no fault of the other and the nonperforming party does not commence correction of such nonperformance within 5 days’ written notice or thereafter fails to diligently complete the correction. (2) If this AGREEMENT is terminated for the convenience of the City, the ENGINEER will be paid for termination expenses as follows: a. Cost of reproduction of partial or complete studies, plans, specifications or other forms of ENGINEER'S work product; b. Out-of-pocket expenses for purchasing electronic data files and other data storage supplies or services; c. The time requirements for the ENGINEER'S personnel to document the work underway at the time of the CITY'S termination for convenience so that the work effort is suitable for long time storage. (3) Prior to proceeding with termination services, the ENGINEER will submit to the CITY an itemized statement of all termination expenses. The CITY'S approval will be obtained in writing prior to proceeding with termination services. E. Suspension, Delay, or Interruption to Work The CITY may suspend, delay, or interrupt the services of the ENGINEER for the convenience of the CITY. In the event of such suspension, delay, or interruption, an equitable adjustment in the PROJECT's schedule, commitment and cost of the ENGINEER's personnel and subcontractors, and ENGINEER's compensation will be made. DocuSign Envelope ID: 08995C4C-E9D0-44ED-830D-92F3FB81C8A3 329 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 14 of 18 F. Indemnification IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE SECTION 271.904, THE ENGINEER SHALL INDEMNIFY OR HOLD HARMLESS THE CITY AGAINST LIABILITY FOR ANY DAMAGE COMMITTED BY THE ENGINEER OR ENGINEER’S AGENT, CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICH THE ENGINEER EXERCISES CONTROL TO THE EXTENT THAT THE DAMAGE IS CAUSED BY OR RESULTING FROM AN ACT OF NEGLIGENCE, INTENTIONAL TORT, INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE TO PAY A SUBCONTRACTOR OR SUPPLIER. CITY IS ENTITLED TO RECOVER ITS REASONABLE ATTORNEY’S FEES IN PROPORTION TO THE ENGINEER’S LIABILITY. G. Assignment Neither party shall assign all or any part of this AGREEMENT without the prior written consent of the other party. H. Jurisdiction The law of the State of Texas shall govern the validity of this AGREEMENT, its interpretation and performance, and any other claims related to it. The venue for any litigation related to this AGREEMENT shall be Denton County, Texas. I. Severability and Survival If any of the provisions contained in this AGREEMENT are held for any reason to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision, and this AGREEMENT shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. Sections 5.F., 6.B., 6.D., 6.F., 6.H., and 6.I. shall survive termination of this AGREEMENT for any cause. J. Observe and Comply ENGINEER shall at all times observe and comply with all federal and State laws and regulations and with all City ordinances and regulations which in any way affect this AGREEMENT and the work hereunder, and shall observe and comply with all orders, laws ordinances and regulations which may exist or may be enacted later by governing bodies having jurisdiction or authority for such enactment. No plea of misunderstanding or ignorance thereof shall be considered. ENGINEER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS CITY AND ALL OF ITS OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL CLAIMS OR LIABILITY ARISING OUT OF THE VIOLATION OF ANY SUCH ORDER, LAW, ORDINANCE, OR REGULATION, WHETHER IT BE BY ITSELF OR ITS EMPLOYEES. DocuSign Envelope ID: 08995C4C-E9D0-44ED-830D-92F3FB81C8A3 330 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 15 of 18 K. Immigration Nationality Act ENGINEER shall verify the identity and employment eligibility of its employees who perform work under this AGREEMENT, including completing the Employment Eligibility Verification Form (I-9). Upon request by CITY, ENGINEER shall provide CITY with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this AGREEMENT. ENGINEER shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any ENGINEER employee who is not legally eligible to perform such services. ENGINEER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY ENGINEER, ENGINEER’S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. CITY, upon written notice to ENGINEER, shall have the right to immediately terminate this AGREEMENT for violations of this provision by ENGINEER. L. Prohibition On Contracts With Companies Boycotting Israel ENGINEER acknowledges that in accordance with Chapter 2270 of the Texas Government Code, CITY is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this AGREEMENT, ENGINEER certifies that ENGINEER’S signature provides written verification to the CITY that ENGINEER: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the AGREEMENT. Failure to meet or maintain the requirements under this provision will be considered a material breach. M. Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this AGREEMENT, ENGINEER certifies that ENGINEER’S signature provides written verification to the CITY that ENGINEER, pursuant to Chapter 2252, is not ineligible to enter into this AGREEMENT and will not become ineligible to receive payments under this AGREEMENT by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. N. Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 DocuSign Envelope ID: 08995C4C-E9D0-44ED-830D-92F3FB81C8A3 331 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 16 of 18 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. O. 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 Engineer shall complete and submit the City’s Conflict of Interest Questionnaire. P. Agreement Documents This AGREEMENT, including its attachments and schedules, constitutes the entire AGREEMENT, which supersedes all prior written or oral understandings, and may only be changed by a written amendment executed by both parties. This AGREEMENT may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute but one and the same instrument. The following attachments and schedules are hereby made a part of DocuSign Envelope ID: 08995C4C-E9D0-44ED-830D-92F3FB81C8A3 332 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 17 of 18 this AGREEMENT: Attachment A - Scope of Services Attachment B - Compensation Attachment C - Amendments to Standard Agreement for Engineering Services Attachment D - Project Schedule Attachment E - Location Map These documents make up the AGREEMENT documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the AGREEMENT documents, the inconsistency or conflict shall be resolved by giving precedence first to the written AGREEMENT then to the AGREEMENT documents in the order in which they are listed above. Duly executed by each party’s designated representative to be effective on the date subscribed by the City Manager. ENGINEER BY: ______________________________ AUTHORIZED SIGNATURE Printed Name: _____________________ Title: ____________________________ _________________________________ PHONE NUMBER ________________________________ EMAIL ADDRESS ________________________________ TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER CITY OF DENTON, TEXAS BY: _____________________________ ATTEST: ROSA RIOS, CITY SECRETARY BY: _______________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: _______________________________ DocuSign Envelope ID: 08995C4C-E9D0-44ED-830D-92F3FB81C8A3 Mansoor Ahsan Ahsan@bridgefarmer.com 972-231-8800 Chief Executive Officer 2020-582443 333 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 18 of 18 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: 08995C4C-E9D0-44ED-830D-92F3FB81C8A3 Capital Projects - Engineering Director of Capital Projects/City Engineer Rebecca Diviney 334 BRIDGEFARMER & ASSOCIATES, INC. THUNDERING HERD WWW.BRIDGEFARMER.COM HEADQUARTERS: 2350 VALLEY VIEW LANE DALLAS, TEXAS 75234 OFFICES IN: LITTLE ROCK, ARKANSAS HOUSTON & AUSTIN, TEXAS PHONE NUMBER: TOLL FREE: 1-855-222-4845 HEADQUARTERS: (972) 231-8800 FAX: (972) 231-5900 ATTACHMENT “A” Scope for Engineering Design Related Services for Street Improvements The scope set forth herein defines the work to be performed by the ENGINEER in completing the project. Both the CITY and ENGINEER have attempted to clearly define the work to be performed and address the needs of the Project. OBJECTIVE The objective of this project is to complete 30% PS&E for TWU Area capital Projects Program – Phase 1, and to perform a final quiet zone study for Mingo Road. The project will be separated into five (5) components as detailed below: 1) Mingo Road at Ruddell Street Intersection Improvements: Design of intersection improvements to the Mingo/Ruddell intersection to include a 4-lane divided (curb & gutter) typical section for Ruddell, and a 3-lane urban (curb & gutter) typical section with turn lanes for Mingo. Also perform a feasibility analysis to relocate sanitary sewer along the re-alignment of Ruddell Street. Ruddell Street will be re-aligned to cross UPRR east of the existing intersection with Mingo Road, reconnecting to the existing Ruddell alignment near Texas Street. 2) Mingo Road from Bell Avenue to Ruddell Street: Design of roadway and pedestrian improvements to widen Mingo Road to a 3-lane urban (curb & gutter) typical section with turn lanes at significant intersections, and to add a 10 foot wide trail on one side of the roadway. 3) Mingo Road from Ruddell Street to Mockingbird Lane: Design of roadway and pedestrian improvements to widen Mingo Road to a 3-lane urban (curb & gutter) typical section with turn lanes at significant intersections, and to add a 10 foot wide trail on one side of the roadway. 4) Ruddell Street from US 380 to Mingo Road: a. Design of interim improvements to widen Ruddell Street to a 3-lane typical section. b. Design of permanent improvements to widen Ruddell Street to include 2-12’ lanes, a 14’ continuous left turn center lane, 2-8’ parking lanes, an 8’ sidewalk in the northbound parkway, a 10’ sidewalk in the southbound parkway, and improvements at the US 380 / Ruddell intersection to provide pedestrian connectivity to all corners. 5) Perform a quiet zone study for Mingo Road along the project extents. The approximate limits of the proposed project are shown in Attachment E. DocuSign Envelope ID: 08995C4C-E9D0-44ED-830D-92F3FB81C8A3 335 City of Denton, Texas Attachment A Page 2 of 8 Work includes, but is not limited to, project management, topographic survey, Level C/D SUE, right-of-way and easement documentation, preparation of 30% PS&E, preparation of exhibits for right-of-way and easement acquisition, preparation of interim exhibits for City Council presentations, and additional task orders as necessary to accomplish this objective. WORK TO BE PERFORMED Task 1. Design Management Task 2. Conceptual Design, for Components 1,2,3,4 Task 3. Preliminary (30%) Design, for Components 1,2,3,4 Task 4. Level A-D Subsurface Utility Engineering, for Components 1,2,3,4 Task 5. Exhibits and legal descriptions for ROW/Easements, for Components 1,2,3,4 Task 6. Design Survey, for Components 1,2,3,4 Task 7. Quiet Zone Study for Mingo Road, Component 5 TASK 1. DESIGN MANAGEMENT. ENGINEER will manage the work outlined in this scope to ensure efficient and effective use of ENGINEER’s and CITY’s time and resources. ENGINEER will manage change, communicate effectively, coordinate internally and externally as needed, and proactively address issues with the CITY’s Project Manager and others as necessary to make progress on the work. 1.1. Managing the Team • Lead, manage and direct design team activities • Ensure quality control is practiced in performance of the work • Communicate internally among team members • Task and allocate team resources 1.2. Communications and Reporting • Attend a pre-design project kickoff/chartering meeting with CITY staff to confirm and clarify scope, understand CITY objectives, and ensure economical and functional designs that meet CITY requirements • Conduct review meetings with the CITY at the end of each design phase • Prepare invoices, in accordance with Attachment B to this Standard Agreement and submit monthly in the format requested by the CITY. • Prepare and submit monthly progress reports in the format provided by the respective CITY Department. • Prepare and submit baseline Project Schedule initially, and Project Schedule updates with a schedule narrative monthly. DocuSign Envelope ID: 08995C4C-E9D0-44ED-830D-92F3FB81C8A3 336 City of Denton, Texas Attachment A Page 3 of 8 • Coordinate with other agencies and entities as necessary for the design of the proposed infrastructure, and provide and obtain information needed to prepare the design • With respect to coordination with permitting authorities, ENGINEER shall communicate with permitting authorities such that their regulatory requirements are appropriately reflected in the designs. ENGINEER shall work with regulatory authorities to obtain approval of the designs, and make changes necessary to meet their requirements, as part of the design scope. DELIVERABLES A. Meeting summaries with action items B. Monthly invoices C. Monthly progress reports D. Baseline design schedule TASK 2. CONCEPTUAL DESIGN The Conceptual Design shall be submitted to CITY per the approved Project Schedule. Conceptual designs shall be performed for each of components 1, 2, 3 and 4 independently. The purpose of the conceptual design is for the ENGINEER to identify, develop, communicate, and recommend the design concept that successfully addresses the design problem, and to obtain the CITY’s endorsement of this concept. ENGINEER will develop the conceptual design of the infrastructure as follows. 2.1. Data Collection • In addition to data obtained from the CITY, ENGINEER will research and make efforts to obtain pertinent information to aid in coordination of the proposed improvements with any planned future improvements that may influence the project. ENGINEER will also identify and seek to obtain data for existing conditions that may impact the project including; utilities, agencies (TxDOT and railroads), City Master Plans, and property ownership as available from the Tax Assessor's office. 2.2. ENGINEER will develop conceptual design concepts and communicate these to the city, using design exhibits where needed, in order to convey the design intent and receive the consent of the CITY prior to proceeding to the final design. A formal plans submittal will not be made for this task; however, up to 3 exhibits will be prepared for each of the listed 5 components, as needed for use by the City of Denton in internal and/or public meetings. DocuSign Envelope ID: 08995C4C-E9D0-44ED-830D-92F3FB81C8A3 337 City of Denton, Texas Attachment A Page 4 of 8 TASK 3. PRELIMINARY DESIGN Preliminary PS&E (30% Level) shall be submitted to CITY per the approved Project Schedule. Preliminary designs shall be performed for each of components 1, 2, 3 and 4 independently. ENGINEER will develop the preliminary design of the infrastructure as follows: 3.1. Development of Preliminary Design Drawings shall include the following: • Traffic Control Plan updated to reflect any changes as a result of the conceptual design submittal while also including all construction signage and pavement markings which will be in accordance with the latest edition of the Texas Manual on Uniform Traffic Control Devices. • A Project Control Sheet, showing all Control Points, used or set while gathering data. Generally on a scale of not less than 1:400. The following information shall be indicated for each Control Point: Identified (existing City Monument #8901, PK Nail, 5/8” Iron Rod); X, Y and Z Coordinates, in an identified coordinate system, and a referred bearing base. Z coordinate on City Datum only; descriptive location (i.e. set in the centerline of the inlet in the South curb line of North Side Drive at the East end of radius at the Southeast corner of North Side Drive and North Main Street). • Existing and proposed typical section sheets. • Roadway plan and profile sheets displaying station and coordinate data for all horizontal alignment P.C.’s, P.T.’s, P.I.’s; station and elevation data of all vertical profile P.C.’s, P.T.’s, P.I.’s, low points, and high points; lengths of vertical curves, grades, K values, e, and vertical clearances where required. • Roadway Cross sections • No less than two bench marks plan/profile sheet. • Bearings given on all proposed centerlines, or baselines. • Station equations relating utilities to paving, when appropriate. • Preliminary roadway details. • A drainage area map will be drawn at maximum 1" = 200' scale from available 2- foot contour data with the contours labeled. Data source and year will be provided by the CITY. • Culvert and Stormdrain Plan & Profile Sheets, including inlet and hydraulic calculations • Preliminary signing and pavement marking layouts. • Grading Plans • Pedestrian & bicycle path plans • Retaining wall plans DocuSign Envelope ID: 08995C4C-E9D0-44ED-830D-92F3FB81C8A3 338 City of Denton, Texas Attachment A Page 5 of 8 DELIVERABLES A. 30% Plans B. 30% Specifications C. 30% Estimate TASK 4. LEVEL A-D SUBSURFACE UTILITY ENGINEERING (SUE) Engineer will perform level A/B SUE within the existing and proposed Right-of-Way for Mingo Road, the adjacent cross streets within 200 feet of Mingo Road, and along the proposed realignment and widening of Ruddell Street. Additionally, Engineer will perform sixteen (24) level A test holes once level B data has been reviewed. DELIVERABLES A. A CAD file will be prepared depicting the type and horizontal location of the utilities based on records research and field investigations. The size of each utility will be presented in the utility file if this information is indicated on available record drawings. A summary sheet of test hole coordinate data and depth information will be provided, and utility locations will be depicted in the 30% and later plan submittal drawings. TASK 5. ROW / EASEMENT SERVICES. ENGINEER will support and perform activities related to ROW and land as outlined below, per scoping direction and guidance from the CITY’s Project Manager. 5.1. Right-of-Way Research • The ENGINEER shall determine rights-of-way, easements needs for construction of the project. Required temporary and permanent easements will be identified based on available information and recommendations will be made for approval by the CITY. 5.2. Right-of-Way/Easement Preparation and Submittal. • The ENGINEER shall prepare documents to be used to obtain right-of-way and permanent and/or temporary easements required to construct the improvements. The documentation shall be provided in conformance with the checklists and templates. DELIVERABLES A. Exhibits and meets and bounds provided on CITY forms for: • 5 copies of up to 69 signed and sealed temporary construction easements / right- of-way acquisition documents DocuSign Envelope ID: 08995C4C-E9D0-44ED-830D-92F3FB81C8A3 339 City of Denton, Texas Attachment A Page 6 of 8 TASK 6. TOPO DESIGN SURVEY ENGINEER will provide topographic design survey within the Mingo Road Right-of-Way along the project limits, as well as within 100 feet of Mingo Road at cross streets, along the proposed re-alignment of Ruddell, along the proposed widening of Ruddell, at the intersection of US 380 & Ruddell and within 100’ of the intersection, and along Nottingham 300 feet north & south of Mingo. Surveyor will coordinate with railroad as needed. This includes: • Survey Control • Survey cross sections on 50’ stations with details of any significant topographic features in between along roadways as shown on exhibit. Topo will extend 25’ beyond the ROW on the northwesterly side and within 25’ of the centerline of the UPRR rail. • Tie abutments, columns and/or bridge deck and bottom of outside beam on existing bridge structures • Tie storm drain structures with size and flowline • Tie all visible utility features with invert and flowline, pipe size and direction, overhead electric lines with poles, water meters, water valves, gas, cable, fiber, tele com, etc. • Tie all utility lines as marked by one call • Trees 6” and larger • Tie 30 bore holes • Deliver topo in desired cadd format with associated surface and point files, contours will be shown on 1’ intervals, • This includes the re-alignment of Ruddell St. • Tie 24 SUE test holes The minimum survey information to be provided on the plans shall include the following: − A Project Control Sheet, showing ALL Control Points, used or set while gathering data. Generally on a scale of not less than 1:400: − The following information about each Control Point; a. Identified (Existing. CITY Monument #8901, PK Nail, 5/8” Iron Rod) b. X, Y and Z Coordinates, in an identified coordinate system, and a referred bearing base. Z coordinate on CITY Datum only. c. Descriptive Location (Ex. Set in the centerline of the inlet in the South curb line of North Side Drive at the East end of radius at the Southeast corner of North Side Drive and North Main Street). − Coordinates on all P.C.’s, P.T.’s, P.I.’s, Manholes, Valves, etc., in the same coordinate system, as the Control. DocuSign Envelope ID: 08995C4C-E9D0-44ED-830D-92F3FB81C8A3 340 City of Denton, Texas Attachment A Page 7 of 8 − No less than two horizontal bench marks, per line or location. − Bearings given on all proposed centerlines, or baselines. − Station equations relating utilities to paving, when appropriate. Temporary Right of Entry Preparation and Submittal: • Prior to entering property, the ENGINEER shall prepare, mail and obtain Temporary Right of Entry from up to 195 landowners. TASK 7. QUIET ZONE STUDY FOR MINGO ROAD ENGINEER will prepare quiet zone plans, report and calculations for six at-grade crossings along Mingo Road. Consultant will also submit required documents for the Notice of Intent. ENGINEER will use the necessary technical requirements, references, and guides to accomplish this work including, but not limited to: City of Denton Design Standards; FRA - "Train Horn Final Rule”; ADA - Standards for Accessible Design; FHA - Railroad-Highway Crossing Handbook; AASHTO - A Policy on Geometric Design of Highways and Streets; and AREMA - Manual for Rail Engineering; and MUTCD. 7.1 Site Visits/Meetings • Initial site visit • Diagnostic Field Meeting. The involved parties may include, but are not limited to staff from FRA, UPRR Railway, and City of Denton. 7.2 Rail Crossing Inventories • Document detailed field observations for FRA inventories • Gather data and observations for inventories • Update freight rail inventories (assume 6 crossings) • Develop new freight rail inventories (assume 6 crossings) 7.3 Plans Preparation • Quantity Summaries • Typical Sections & Details • Temporary Traffic Control Plan • Signage Plan • Paving Plan 7.4 Notice of Intent DocuSign Envelope ID: 08995C4C-E9D0-44ED-830D-92F3FB81C8A3 341 City of Denton, Texas Attachment A Page 8 of 8 • Develop all design parameters for Quiet Zones mitigation scenarios • Analysis and calculations for Quiet Zone mitigation scenarios • Construction cost estimates for Quiet Zone mitigation scenarios • Prepare NOI for Quiet Zone • Address City comments on NOI • Prepare technical memo summarizing mitigation scenarios • Address City comments on technical memo DocuSign Envelope ID: 08995C4C-E9D0-44ED-830D-92F3FB81C8A3 342 City of Denton ATTACHMENT B PROVIDER NAME: BRIDGEFARMER & ASSOCIATES, INC. Project Manager Senior Engineer EIT CADD Operator Admin / Clerical Total Hours Total Fee $220.00 $165.00 $150.00 $120.00 Plans Preparation Removals 2 4 16 4 26 $3,980.00 Roadway Horizontal Geometry 6 20 60 30 116 $17,220.00 Roadway Profiles 6 60 30 16 112 $17,640.00 Roadway Typical sections 1 6 32 8 47 $6,970.00 Roadway Cross sections 1 8 40 8 57 $8,500.00 Traffic Control 6 40 40 8 94 $14,880.00 Guardrail Plan 0 0 0 0 0 $0.00 Signing / Striping Plan 1 12 24 8 45 $6,760.00 Traffic Signals 2 40 24 0 66 $10,640.00 Grading Plan 4 8 32 8 52 $7,960.00 Drainage Maps 4 24 8 8 44 $7,000.00 Culvert Plan & Profiles 1 24 8 8 41 $6,340.00 Stormdrain Plan & Profiles 4 80 32 16 132 $20,800.00 $128,690.00 Other Miscellaneous Railroad Coordination 60 40 40 $25,800.00 Coordination with City 40 $8,800.00 Coordination with Subconsultants 16 25 $7,645.00 Site Visits 16 8 $4,840.00 Utilities Coordination 6 6 $2,310.00 $49,395.00 FEE SCHEDULE EXHIBIT FOR TWU AREA CAPITAL IMPROVEMENTS PROGRAM - PHASE 1 Subtotal: Subtotal: 1. MINGO RD / RUDDELL ST INTERSECTION IMPROVEMENTS (30%) Bridgefarmer Associates, Inc. 1 of 10 2/8/2021 DocuSign Envelope ID: 08995C4C-E9D0-44ED-830D-92F3FB81C8A3 343 City of Denton ATTACHMENT B Subconsultant Services Unit Unit Rate # Units Survey Topographic Survey / Property Survey LS $63,000.00 1 $63,000.00 Right-of-Way Parcels ($2500 ea) Parcel $2,500.00 13 $32,500.00 Right of Entry Letters Parcel $225.00 75 $16,875.00 $112,375.00 Subsurface Utility Engineering Traffic Control DAY $1,500.00 1 $1,500.00 QL "B" LF $1.50 20000 $30,000.00 QL "C&D" LF $0.45 4000 $1,800.00 Test Hole (0-4 ft) EA $950.00 0 $0.00 Test Hole (4-8 ft) EA $1,250.00 5 $6,250.00 Test Hole (8-12 ft) EA $1,550.00 0 $0.00 Test Hole (12-18 ft) EA $2,300.00 0 $0.00 Pavement Coring EA $200.00 2 $400.00 $39,950.00 $178,085.00 $152,325.00 $330,410.00 Subtotal Survey: Subtotal SUE: Total Estimate: Bridgefarmer Subtotal: Subconsultant Subtotal: Bridgefarmer Associates, Inc. 2 of 10 2/8/2021 DocuSign Envelope ID: 08995C4C-E9D0-44ED-830D-92F3FB81C8A3 344 City of Denton ATTACHMENT B Project Manager Senior Engineer EIT CADD Operator Admin / Clerical Total Hours Total Fee $220.00 $165.00 $150.00 $120.00 Plans Preparation Removals 2 12 40 8 62 $9,380.00 Roadway Horizontal Geometry 8 40 80 40 168 $25,160.00 Roadway Profiles 8 80 40 24 152 $23,840.00 Roadway Typical sections 4 12 60 12 88 $13,300.00 Roadway Cross sections 2 8 40 12 62 $9,200.00 Traffic Control 12 80 60 20 172 $27,240.00 Guardrail Plan 0 0 0 0 0 $0.00 Signing / Striping Plan 2 24 24 12 62 $9,440.00 Grading Plan 8 24 24 12 68 $10,760.00 Drainage Maps 8 30 30 12 80 $12,650.00 Culvert Plan & Profiles 4 32 32 8 76 $11,920.00 Stormdrain Plan & Profiles 4 80 60 60 204 $30,280.00 $183,170.00 Other Miscellaneous Coordination with City 40 $8,800.00 Coordination with Subconsultants 24 16 $7,920.00 Site Visit 24 24 $9,240.00 Utilities Coordination 16 8 $4,840.00 $30,800.00 2. MINGO RD FROM BELL AVE TO RUDDELL ST (30%) Subtotal: Subtotal: Bridgefarmer Associates, Inc. 3 of 10 2/8/2021 DocuSign Envelope ID: 08995C4C-E9D0-44ED-830D-92F3FB81C8A3 345 City of Denton ATTACHMENT B Subconsultant Services Unit Unit Rate # Units Survey Topographic Survey / Property Survey LS $54,900.00 1 $54,900.00 Right-of-Way Parcels ($2500 ea) Parcel $2,500.00 17 $42,500.00 Right of Entry Letters Parcel $225.00 50 $11,250.00 $108,650.00 Subsurface Utility Engineering Traffic Control DAY $1,500.00 1 $1,500.00 QL "B" LF $1.50 30000 $45,000.00 QL "C&D" LF $0.45 6000 $2,700.00 Test Hole (0-4 ft) EA $950.00 0 $0.00 Test Hole (4-8 ft) EA $1,250.00 6 $7,500.00 Test Hole (8-12 ft) EA $1,550.00 0 $0.00 Test Hole (12-18 ft) EA $2,300.00 0 $0.00 Pavement Coring EA $200.00 3 $600.00 $57,300.00 $213,970.00 $165,950.00 $379,920.00 Bridgefarmer Subtotal: Subconsultant Subtotal: Total Estimate: Subtotal Survey: Subtotal SUE: Bridgefarmer Associates, Inc. 4 of 10 2/8/2021 DocuSign Envelope ID: 08995C4C-E9D0-44ED-830D-92F3FB81C8A3 346 City of Denton ATTACHMENT B Project Manager Senior Engineer EIT CADD Operator Admin / Clerical Total Hours Total Fee $220.00 $165.00 $150.00 $120.00 Plans Preparation Removals 2 24 50 12 0 88 $13,340.00 Roadway Horizontal Geometry 8 50 120 40 0 218 $32,810.00 Roadway Profiles 8 100 60 40 0 208 $32,060.00 Roadway Typical sections 6 16 60 16 0 98 $14,880.00 Roadway Cross sections 2 8 60 8 0 78 $11,720.00 Traffic Control 16 80 80 40 0 216 $33,520.00 Guardrail Plan 0 0 0 0 0 0 $0.00 Signing / Striping Plan 3 30 40 16 0 89 $13,530.00 Traffic Signals 2 60 24 0 0 86 $13,940.00 Grading Plan 8 40 40 16 0 104 $16,280.00 Drainage Maps 8 60 40 16 0 124 $19,580.00 Culvert Plan & Profiles 4 40 24 16 0 84 $13,000.00 Stormdrain Plan & Profiles 8 80 80 120 0 288 $41,360.00 $256,020.00 Other Miscellaneous Railroad Coordination 24 $5,280.00 Coordination with City 32 $7,040.00 Coordination with Subconsultants 30 30 $11,550.00 Site Visit 16 16 $6,160.00 Utilities Coordination 6 6 $2,310.00 $32,340.00 3. MINGO RD FROM RUDDELL ST TO MOCKINGBIRD LN (30%) Subtotal: Subtotal: Bridgefarmer Associates, Inc. 5 of 10 2/8/2021 DocuSign Envelope ID: 08995C4C-E9D0-44ED-830D-92F3FB81C8A3 347 City of Denton ATTACHMENT B Subconsultant Services Unit Unit Rate # Units Survey Topographic Survey / Property Survey LS $79,200.00 1 $79,200.00 Right-of-Way Parcels ($2500 ea) Parcel $2,500.00 27 $67,500.00 Right of Entry Letters Parcel $225.00 50 $11,250.00 $157,950.00 Subsurface Utility Engineering Traffic Control DAY $1,500.00 2 $3,000.00 QL "B" LF $1.50 50500 $75,750.00 QL "C&D" LF $0.45 10100 $4,545.00 Test Hole (0-4 ft) EA $950.00 3 $2,850.00 Test Hole (4-8 ft) EA $1,250.00 4 $5,000.00 Test Hole (8-12 ft) EA $1,550.00 4 $6,200.00 Test Hole (12-18 ft) EA $2,300.00 0 $0.00 Pavement Coring EA $200.00 6 $1,200.00 $98,545.00 $288,360.00 $256,495.00 $544,855.00Total Estimate: Subtotal Survey: Subtotal SUE: Bridgefarmer Subtotal: Subconsultant Subtotal: Bridgefarmer Associates, Inc. 6 of 10 2/8/2021 DocuSign Envelope ID: 08995C4C-E9D0-44ED-830D-92F3FB81C8A3 348 City of Denton ATTACHMENT B Project Manager Senior Engineer EIT CADD Operator Admin / Clerical Total Hours Total Fee $220.00 $165.00 $150.00 $120.00 Plans Preparation Removals 2 6 16 6 30 $4,550.00 Roadway Horizontal Geometry 6 32 50 24 112 $16,980.00 Roadway Profiles 6 40 40 16 102 $15,840.00 Roadway Typical sections 1 12 30 12 55 $8,140.00 Roadway Cross sections 1 8 40 8 57 $8,500.00 Traffic Control 8 60 40 16 124 $19,580.00 Guardrail Plan 0 0 0 0 0 $0.00 Signing / Striping Plan 1 8 16 8 33 $4,900.00 Grading Plan 4 16 16 8 44 $6,880.00 Drainage Maps 4 24 8 8 44 $7,000.00 Stormdrain Plan & Profiles 4 60 32 40 136 $20,380.00 $112,750.00 Other Miscellaneous TxDOT Coordination 16 16 $6,160.00 Coordination with City 24 $5,280.00 Coordination with Subconsultants 16 25 $7,645.00 Site Visit 24 16 $7,920.00 Utilities Coordination 6 6 $2,310.00 $29,315.00 Subtotal: Subtotal: 4. RUDDELL ST FROM US 380 TO MINGO RD (30%) Bridgefarmer Associates, Inc. 7 of 10 2/8/2021 DocuSign Envelope ID: 08995C4C-E9D0-44ED-830D-92F3FB81C8A3 349 City of Denton ATTACHMENT B Subconsultant Services Unit Unit Rate # Units Survey Topographic Survey / Property Survey LS $18,500.00 1 $18,500.00 Right-of-Way Parcels ($2500 ea) Parcel $2,500.00 12 $30,000.00 Right of Entry Letters Parcel $225.00 20 $4,500.00 $53,000.00 Subsurface Utility Engineering Traffic Control DAY $1,500.00 1 $1,500.00 QL "B" LF $1.50 9600 $14,400.00 QL "C&D" LF $0.45 1900 $855.00 Test Hole (0-4 ft) EA $950.00 0 $0.00 Test Hole (4-8 ft) EA $1,250.00 2 $2,500.00 Test Hole (8-12 ft) EA $1,550.00 0 $0.00 Test Hole (12-18 ft) EA $2,300.00 0 $0.00 Pavement Coring EA $200.00 2 $400.00 $19,655.00 $142,065.00 $72,655.00 $214,720.00 Subconsultant Subtotal: Total Estimate: Bridgefarmer Subtotal: Subtotal SUE: Subtotal Survey: Bridgefarmer Associates, Inc. 8 of 10 2/8/2021 DocuSign Envelope ID: 08995C4C-E9D0-44ED-830D-92F3FB81C8A3 350 City of Denton ATTACHMENT B Project Manager Senior Engineer EIT CADD Operator Admin / Clerical Total Hours Total Fee $220.00 $165.00 $150.00 $120.00 Site Visits/Meetings Initial site visit 8 8 16 $2,520.00 Diagnostic Field Meeting 8 8 16 $3,080.00 Rail Crossing Inventories Document detailed field observations for FRA inventories 16 4 20 $3,240.00 Gather data and obervations for inventories 2 4 8 14 $2,300.00 Update freight rail inventories (assume 6 crossings) 12 12 $1,980.00 Develop new frieght rail inventories (assume 6 crossings) 48 48 $7,920.00 Plans Preparation Quantity Summaries 2 2 4 8 $1,370.00 Typical Sections & Details 4 12 8 4 28 $4,540.00 Temporary Traffic Control Plan 4 48 12 12 76 $12,040.00 Signage Plan 4 36 12 8 60 $9,580.00 Paving Plan 8 48 12 8 76 $12,440.00 Notice of Intent Develop all design parameters for Quiet Zones mitig 2 8 10 $1,760.00 Analysis and calculations for Quiet Zone mitigation s 2 8 10 $1,760.00 Construction cost estimates for Quiet Zone mitigatio 1 4 4 9 $1,480.00 Prepare NOI for Quiet Zone 2 16 2 20 $3,380.00 Address City comments on NOI 1 4 5 $880.00 Prepare technical memo summarizing mitigation sce 2 12 2 16 $2,720.00 Address City comments on technical memo 1 4 5 $880.00 $73,870.00 Other Miscellaneous Railroad Coordination 30 $6,600.00 Coordination with City 40 $8,800.00 Coordination with Subconsultants 25 25 $9,625.00 Site Visit 16 16 $6,160.00 Utilities Coordination 6 6 $2,310.00 $33,495.00 $107,365.00 $0.00 $107,365.00 Subtotal: 5. QUIET ZONE STUDY FOR MINGO RD Subtotal: Subconsultant Subtotal: Total Estimate: Bridgefarmer Subtotal: Bridgefarmer Associates, Inc. 9 of 10 2/8/2021 DocuSign Envelope ID: 08995C4C-E9D0-44ED-830D-92F3FB81C8A3 351 City of Denton ATTACHMENT B $178,085.00 $152,325.00 $330,410.00 $213,970.00 $165,950.00 $379,920.00 $288,360.00 $256,495.00 $544,855.00 $142,065.00 $72,655.00 $214,720.00 $107,365.00 $0.00 $107,365.00 $1,577,270.00 3. MINGO RD FROM RUDDELL ST TO MOCKINGBIRD LN (30%) 1. MINGO RD / RUDDELL ST INTERSECTION IMPROVEMENTS (30%) Subtotal Bridgefarmer Subtotal Sub-Consultants Subtotal Component 1 SUMMARY Subtotal Bridgefarmer Subtotal Sub-Consultants Subtotal Component 5 2. MINGO RD FROM BELL AVE TO RUDDELL ST (30%) TOTAL: 4. RUDDELL ST FROM US 380 TO MINGO RD (30%) 5. QUIET ZONE STUDY FOR MINGO RD Subtotal Bridgefarmer Subtotal Sub-Consultants Subtotal Component 2 Subtotal Bridgefarmer Subtotal Sub-Consultants Subtotal Component 3 Subtotal Bridgefarmer Subtotal Sub-Consultants Subtotal Component 4 Bridgefarmer Associates, Inc. 10 of 10 2/8/2021 DocuSign Envelope ID: 08995C4C-E9D0-44ED-830D-92F3FB81C8A3 352 City of Denton, TexasPage1 of 1 ATTACHMENT “C” CHANGES AND AMENDMENTS TO STANDARD AGREEMENTDesign Services for TWU Area Capital Projects Program - Phase 1 No modifications to the Standard Agreement are necessary for this project. DocuSign Envelope ID: 08995C4C-E9D0-44ED-830D-92F3FB81C8A3 353 IDTask NameDurationStartFinish1Notice to Proceed0 daysMon 3/22/21Mon 3/22/212Topo Survey30 daysMon 4/12/21Fri 5/21/213CONCEPTUAL DESIGN28 daysWed 5/26/21Fri 7/2/214Roadway Horizontal10 daysWed 5/26/21Tue 6/8/215Roadway Profiles10 daysWed 6/9/21Tue 6/22/216Roadway Typical sections3 daysWed 6/9/21Fri 6/11/217Estimate & Quantities3 daysMon 6/14/21Wed 6/16/218Exhibit Preparation5 daysMon 6/14/21Fri 6/18/219City Meetings & Review10 daysMon 6/21/21Fri 7/2/2110Railroad Coordination90 daysMon 7/5/21Fri 11/5/211130% DESIGN72 daysMon 6/21/21Tue 9/28/2112Roadway Horizontal10 daysMon 6/21/21Fri 7/2/2113Roadway Profiles10 daysMon 7/5/21Fri 7/16/2114Roadway Typical sections2 daysMon 7/5/21Tue 7/6/2115Roadway Cross Sections10 daysMon 7/19/21Fri 7/30/2116Traffic Control15 daysMon 7/19/21Fri 8/6/2117Guardrail2 daysMon 8/2/21Tue 8/3/2118Signing & Striping5 daysMon 7/5/21Fri 7/9/2119Grading7 daysMon 8/2/21Tue 8/10/2120Drainage Maps5 daysWed 8/11/21Tue 8/17/2121Culverts5 daysWed 8/18/21Tue 8/24/2122Stormdrain15 daysWed 8/18/21Tue 9/7/2123SWPPP5 daysWed 9/8/21Tue 9/14/2124Estimate & Quantities5 daysWed 9/15/21Tue 9/21/2125QA / QC10 daysWed 9/15/21Tue 9/28/2126Submit 30% Plans0 daysTue 9/28/21Tue 9/28/213/222/21/31/101/171/241/312/72/142/212/283/73/143/213/284/44/114/184/255/25/95/165/235/306/66/136/206/277/47/117/187/258/18/88/158/228/299/59/129/199/26JanuaryFebruaryMarchAprilMayJuneJulyAugustSeptemberTaskSplitProgressMilestoneSummaryProject SummaryExternal TasksExternal MilestoneDeadlineAttachment D - TWU Area Capital Projects Program - Phase 1Page 1Project: MingoDate: Mon 2/8/21ATTACHMENT D - PROJECT SCHEDULEDocuSign Envelope ID: 08995C4C-E9D0-44ED-830D-92F3FB81C8A3 354 My Map DFWMaps.com Copyright NCTCOG DISCLAIMERThis data has been compiled forNCTCOG.Various official and unofficialsources were used to gather thisinformation. Every effort was madeto ensure the accuracy of thisdata, however, no guarantee isgiven or implied as to the accuracyof said data. ATTACHMENT E - LOCATION MAP APPROXIMATE BEGIN PROJECT APPROXIMATE END PROJECT MOCKINGBIRD LN N BELL AVE APPROXIMATE RUDDELL RE- ALIGNMENT RUDDELL WIDENING DocuSign Envelope ID: 08995C4C-E9D0-44ED-830D-92F3FB81C8A3 355 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: 08995C4C-E9D0-44ED-830D-92F3FB81C8A3 Bridgefarmer & Associates, Inc. CIQ 2/22/2021 356 Certificate Of Completion Envelope Id: 08995C4CE9D044ED830D92F3FB81C8A3 Status: Sent Subject: Please DocuSign: City Council Contract 6590-106 TWU Area Capital Projects Program-Phase 1 Source Envelope: Document Pages: 41 Signatures: 4 Envelope Originator: Certificate Pages: 6 Initials: 1 Cori Power AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 cori.power@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 2/19/2021 3:24:04 PM Holder: Cori Power cori.power@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Cori Power cori.power@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 2/19/2021 3:54:08 PM Viewed: 2/19/2021 3:54:23 PM Signed: 2/19/2021 3:55:36 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: 2/19/2021 3:55:38 PM Viewed: 2/21/2021 6:08:31 PM Signed: 2/21/2021 6:09:09 PM 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: 2/21/2021 6:09:12 PM Viewed: 2/22/2021 4:49:57 PM Signed: 2/22/2021 4:53:00 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Mansoor Ahsan Ahsan@bridgefarmer.com Chief Executive Officer Bridgefarmer & Associates, Inc. Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 74.203.164.130 Sent: 2/22/2021 4:53:04 PM Viewed: 2/22/2021 5:20:45 PM Signed: 2/22/2021 5:36:13 PM Electronic Record and Signature Disclosure: Accepted: 2/22/2021 5:20:45 PM ID: 25a54098-db8f-429d-bece-0f05d6aa0a68 357 Signer Events Signature Timestamp Rebecca Diviney Rebecca.Diviney@cityofdenton.com Director of Capital Projects/City Engineer Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 2/22/2021 5:36:16 PM Resent: 3/1/2021 5:47:15 PM Viewed: 2/23/2021 9:01:04 AM Signed: 3/1/2021 5:48:51 PM Electronic Record and Signature Disclosure: Accepted: 3/1/2021 5:48:23 PM ID: 53b13208-cb35-4e95-b555-1b9670aa32dc Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 3/1/2021 5:48:56 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sara Hensley sara.hensley@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 2/25/2021 1:55:20 PM ID: 5da8f183-501e-40a2-9be5-ff91e40aa624 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: 2/19/2021 3:55:38 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: 3/1/2021 5:48:56 PM 358 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: 3/1/2021 5:48:56 PM Viewed: 3/2/2021 7:55:32 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 Cathy Welborn Cathy.Welborn@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Tracy Beck Tracy.Beck@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Rachel Wood Rachel.Wood@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 2/19/2021 3:54:08 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure 359 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 21-450,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,a Texas home-rule municipal corporation,authorizing the Interim City Manager to execute Amendment 1 to Agreement with CASA of Denton County to extend to April 30,2021 the term of an Agreement to construct certain improvements to facilities located at 604 and 610 North Bell Avenue; and providing an effective date. City of Denton Printed on 3/19/2021Page 1 of 1 powered by Legistar™363 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Community Services CM/ DCM/ ACM: Sara Hensley, Interim City Manager DATE: March 23, 2021 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the Interim City Manager to execute Amendment 1 to Agreement with CASA of Denton County to extend to April 30, 2021 the term of an Agreement to construct certain improvements to facilities located at 604 and 610 North Bell Avenue; and providing an effective date. BACKGROUND On May 5, 2020, City Council approved Ordinance 20-841 to execute a funding agreement between the City and CASA of Denton County to provide Community Development Block Grant funds for improvements to the facility at 604 and 610 North Bell Avenue, Denton, Texas. The terms of the agreement were from March 1, 2020 through February 28, 2021. CASA of Denton County completed the scope of work in October 2020 and worked with Building Inspection on the permitting process from October 2020 through December 2020. Staff worked with the CASA of Denton County from December 2020 through January 2021 to bid out the project competitively through an RFR process. CASA of Denton County received three bids in January 2021 and selected a concrete contractor. Staff worked with the selected contractor to complete federal paperwork and receive training on the federal requirements. An extension of two months is requested to finalize the project. The contractor anticipates completing the project in March 2021. In March 2021, staff will work with CASA of Denton County to process a request for reimbursement to finalize the project. CASA of Denton County and the City of Denton experienced COVID- 19 related delays in carrying out the project within the agreement's terms. OPTIONS • Approve the CASA of Denton County extension; • Not approve the CASA of Denton County extension. ESTIMATED SCHEDULE OF PROJECT • City Council Approves Funding Agreement – May 2020 • CASA of Denton County completed scope of work, permitting process, and competitive bidding process – August 2020 through January 2021 • Sidewalk Improvements – March 2021 • Completion of all improvements – March 2021 • Community Development monitors CASA of Denton County for CDBG compliance through quarterly reporting requirements and onsite inspection until March 2026. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 364 PRIOR ACTION/REVIEW (Council, Boards, Commissions) On May 5, 2020, City Council approved Ordinance 20-841 to execute a funding agreement between the City and CASA of Denton County to provide Community Development Block Grant funds for improvements to the facility at 604 and 610 North Bell Avenue, Denton, Texas. FISCAL INFORMATION Program Year 2019-20 Community Development Block Grant funds are budgeted for the project. City Council approved the 2019 Action Plan for Housing and Community Development with Ordinance No. 19- 1146, on June 4, 2019. Community Development Block Grant funds are multi-year funds, and 2019 CDBG funds are required to be fully expended with six years of the HUD approval. The budget amount will remain the same with this amendment. EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Ordinance and Amendment 1 to Agreement Respectfully submitted: Dani Shaw Community Services Manager Luisa Garcia Community Development Coordinator 365 ORDINANCE NO. 21-450 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE INTERIM CITY MANAGER TO EXECUTE AMENDMENT 1 TO AGREEMENT WITH CASA OF DENTON COUNTY TO EXTEND TO APRIL 30, 2021 THE TERM OF AN AGREEMENT TO CONSTRUCT CERTAIN IMPROVEMENTS TO FACILITIES LOCATED AT 604 AND 610 NORTH BELL AVENUE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, pursuant to Ordinance No. 20-841, the City of Denton (the “City”) entered into an Agreement with CASA of Denton County (“CASA”) providing for the construction of certain improvements to CASA’s facilities located at 604 and 610 North Bell Avenue, Denton, Texas and reimbursement for such work of up to $40,000 (the “Agreement”); and WHEREAS, the project has not yet been completed and the parties hereto desire to amend the Agreement pursuant to Amendment 1 to Agreement (“Amendment 1”), attached hereto as Exhibit A and incorporated herein for all purposes, to extend the end of the term of the Agreement from February 28, 2021 to April 30, 2021 to allow adequate time for completion of the project and CASA’s request for reimbursement in accordance with the terms and conditions of the Agreement; and WHEREAS, Amendment 1 provides that all other terms and conditions of the Agreement will remain in full force and effect, including the reimbursement amount of up to $40,000; and WHEREAS, the City Council of the City hereby finds that extending the term of the Agreement pursuant to Amendment 1 is in the public interest; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this Ordinance are incorporated herein by reference. SECTION 2. The Interim City Manager, or her designee, is hereby authorized to execute Amendment 1, and to carry out the duties and responsibilities of the City under Amendment 1 and the Agreement. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by __________________________ and seconded by _________________________________. The ordinance was passed and approved by the following vote [___ - ___]: 366 Aye Nay Abstain Absent Mayor Gerard Hudspeth: ______ ______ ______ ______ Birdia Johnson, District 1: ______ ______ ______ ______ Connie Baker, 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 _______________________, 2021. ______________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: _________________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: _________________________________ Kendra Kennedy 367 368 KendraKennedy 369 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-461,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the Interim City Manager to execute Amendment 1 to Agreement with Grace Like Rain, Inc. to extend to June 30, 2021 the term of an Agreement for reimbursement of pre-development costs in connection with the proposed construction of a community village at 4000 E. McKinney Street; and providing an effective date. City of Denton Printed on 3/19/2021Page 1 of 1 powered by Legistar™370 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Community Services CM/ DCM/ ACM: Sara Hensley, Interim City Manager DATE: March 23, 2021 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the Interim City Manager to execute Amendment 1 to Agreement with Grace Like Rain, Inc. to extend to June 30, 2021 the term of an Agreement for reimbursement of pre-development costs in connection with the proposed construction of a community village at 4000 E. McKinney Street; and providing an effective date. BACKGROUND On May 5, 2020, City Council approved Ordinance 20-842 to execute a funding agreement between the City and Grace Like Rain to provide Community Development Block Grant funds for predevelopment costs for the construction of a community village in Denton, Texas. The terms of the agreement were from March 1, 2020 through February 28, 2021. The City of Denton has reimbursed Grace Like Rain a total of $52,794.57for pre-development services received. Grace Like Rain currently have a balance of $28,137.43 for predevelopment services already in progress. An extension of four months is requested to finalize the project and allow the predevelopment services in progress to be completed and funds requested. Staff will work with Grace Like Rain to request a final request for reimbursement by May 2021. Grace Like Rain and the City of Denton experienced COVID-19 related delays in carrying out the project with the agreement terms. OPTIONS • Approve the Grace Like Rain extension; • Not approve the Grace Like Rain extension. ESTIMATED SCHEDULE OF PROJECT • City Council Approves Funding Agreement – May 2020 • Grace Like Rain began requesting predevelopment activities - June 2020 • Completion of predevelopment activities – May 2021 • Community Development monitors Grace Like Rain for CDBG compliance through quarterly reporting requirements and onsite inspection five years after the completion of housing project June 2026. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 371 PRIOR ACTION/REVIEW (Council, Boards, Commissions) On May 5, 2020, City Council approved Ordinance 20-842 to execute a funding agreement between the City and Grace Like Rain to provide Community Development Block Grant funds for the construction of Community Village in Denton, Texas. FISCAL INFORMATION Program Year 2019-20 Community Development Block Grant funds are budgeted for the project. City Council approved the 2019 Action Plan for Housing and Community Development with Ordinance No. 19- 1146, on June 4, 2019. Community Development Block Grant funds are multi-year funds, and 2019 CDBG funds are required to be fully expended with six years of the HUD approval. The budget amount will remain the same with this amendment. EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Ordinance and Amendment 1 to Agreement Respectfully submitted: Dani Shaw Community Services Manager Luisa Garcia Community Development Coordinator 372 ORDINANCE NO. 21-461 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE INTERIM CITY MANAGER TO EXECUTE AMENDMENT 1 TO AGREEMENT WITH GRACE LIKE RAIN, INC. TO EXTEND TO JUNE 30, 2021 THE TERM OF AN AGREEMENT FOR REIMBURSEMENT OF PRE- DEVELOPMENT COSTS IN CONNECTION WITH THE PROPOSED CONSTRUCTION OF A COMMUNITY VILLAGE AT 4000 E. MCKINNEY STREET; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, pursuant to Ordinance No. 20-842, the City of Denton (the “City”) entered into an Agreement with Grace Like Rain, Inc. to reimburse in an amount not to exceed $80,932 certain pre-development costs in connection with the proposed construction of a community village at 4000 E. McKinney Street, Denton, Texas (the “Agreement”); and WHEREAS, the project has not yet been completed and the parties hereto desire to amend the Agreement pursuant to Amendment 1 to Agreement (“Amendment 1”), attached hereto as Exhibit A and incorporated herein for all purposes, to extend the end of the term of the Agreement from February 28, 2021 to June 30, 2021 to allow adequate time for completion of the project and Grace Like Rain, Inc.’s request for reimbursement in accordance with the terms and conditions of the Agreement; and WHEREAS, Amendment 1 provides that all other terms and conditions of the Agreement will remain in full force and effect, including the reimbursement amount of up to $80,932; and WHEREAS, the City Council of the City hereby finds that extending the term of the Agreement pursuant to Amendment 1 is in the public interest; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this Ordinance are incorporated herein by reference. SECTION 2. The Interim City Manager, or her designee, is hereby authorized to execute Amendment 1, and to carry out the duties and responsibilities of the City under Amendment 1 and the Agreement. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by __________________________ and seconded by _________________________________. The ordinance was passed and approved by the following vote [___ - ___]: 373 Aye Nay Abstain Absent Mayor Gerard Hudspeth: ______ ______ ______ ______ Birdia Johnson, District 1: ______ ______ ______ ______ Connie Baker, 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 _______________________, 2021. ______________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: _________________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: _________________________________ 374 "Exhibit A" 375 376 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-488,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 their designee,to execute a Professional Services Agreement with Hazen and Sawyer,P.C. for reclamation solids handling for the Pecan Creek Water Reclamation Plant;providing for the expenditure of funds therefor;and providing an effective date (RFQ 7350 -Professional Services Agreement for reclamation solids handling services awarded to Hazen and Sawyer, P.C., in the not-to-exceed amount of $1,993,302.00). City of Denton Printed on 3/19/2021Page 1 of 1 powered by Legistar™377 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance ACM: David Gaines DATE: March 23, 2021 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager, or their designee, to execute a Professional Services Agreement with Hazen and Sawyer, P.C. for reclamation solids handling for the Pecan Creek Water Reclamation Plant; providing for the expenditure of funds therefor; and providing an effective date (RFQ 7350 – Professional Services Agreement for reclamation solids handling services awarded to Hazen and Sawyer, P.C., in the not-to- exceed amount of $1,993,302.00). INFORMATION/BACKGROUND The Pecan Creek Water Reclamation Plant (PCWRP) is the City’s primary wastewater treatment facility with a current permitted annual average capacity of 21 million gallons per day. Currently, the facility treats 14-15 million gallons per day of wastewater or approximately 71% of the permitted limit. The Texas Commission on Environmental Quality (TCEQ) rules state that a utility must begin planning for capacity expansion when flows reach 75% of capacity and must begin construction of a capacity expansion when flows reach 90% of capacity. The Utility plans to decommission the Robson Ranch Wastewater Treatment Plant and divert its flows to PCWRP in FY 2021, and increased growth within the City from large developments are likely, the planning/design for the expansion should begin now. The Water Reclamation Department engaged Hazen and Sawyer to conduct an Expansion Feasibility Assessment which was completed in February 2019. As a result of the findings in the Report, the Department elected to pursue Chemically Enhanced Primary Treatment technology as a means to provide additional treatment capacity at the most cost-effective rate, without the need to construct additional treatment units. The TCEQ must approve the use of the technology following a period of pilot testing. Prior to pilot testing and in order to treat additional flow, the solids (sludge) handling process capacity must be increased, regardless of the treatment technology chosen. The scope of the improvements includes additional sludge thickening units, new sludge pumps, new sludge mixing system(s), required piping, sludge digester cleaning, and other plant improvements to improve reliability and security. The current total opinion of the probable construction cost for this project is approximately $11,000,000- $13,000,000. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 378 A formalized scope of work was developed based upon the results of the Expansion Feasibility Assessment and the consultant submitted a fee proposal for evaluation, development of a preliminary engineering report for submission to TCEQ, preparation of construction documents, bid assistance, construction administration support, and start-up/commissioning services in the amount $1,993,302 to be billed on a lump sum or hourly time and materials not to exceed basis depending upon the task. Request for Qualifications (RFQ) for professional surveying services was sent to 333, including 14 Denton 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. One (1) statement of qualifications (SOQ) was received. The SOQs were evaluated based on published criteria including identification and understanding of the City’s requirements, past performance, experience, and schedule to complete tasks. Based upon this evaluation, the recommended award is to Hazen and Sawyer, P.C. and is determined to be the most qualified firm for the City. NIGP Code Used for Solicitation: 925 - (Service Only) - Engineering Services, Professional Notifications sent for Solicitation sent in IonWave: 333 Number of Suppliers that viewed Solicitation in IonWave: 10 HUB-Historically Underutilized Business Invitations sent out: 26 SBE-Small Business Enterprise Invitations sent out: 82 Responses from Solicitation: 1 PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On March 22, 2021, this item will be presented to the Public Utilities Board (PUB) for consideration. RECOMMENDATION Award a contract with Hazen and Sawyer, Inc., for reclamation solids handling for the Pecan Creek Water Reclamation Plant, in a not-to-exceed amount of $1,993,302. PRINCIPAL PLACE OF BUSINESS Hazen and Sawyer, P.C. Fort Worth, TX ESTIMATED SCHEDULE OF PROJECT The design phase of the project is expected to be 12 months. Bidding and construction phase services are currently estimated to be 18 months. FISCAL INFORMATION These services will be funded from Certificates of Obligation Funds. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Ordinance and Contract 379 Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Stephen Moore, 940-349-7523 Legal point of contact: Marcella Lunn at 940-349-8333. 380 ORDINANCE NO. __________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER, OR THEIR DESIGNEE, TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH HAZEN AND SAWYER, P.C. FOR RECLAMATION SOLIDS HANDLING FOR THE PECAN CREEK WATER RECLAMATION PLANT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFQ 7350 PROFESSIONAL SERVICES AGREEMENT FOR RECLAMATION SOLIDS HANDLING SERVICES AWARDED TO HAZEN AND SAWYER, P.C., IN THE NOT-TO-EXCEED AMOUNT OF $1,993,302.00). WHEREAS, Hazen and Sawyer, P.C., t ) set forth in this ordinance, is being selected as the most highly qualified on the basis of its demonstrated competence and qualifications to perform the proposed professional services; and WHEREAS, the fees under the proposed contract are fair and reasonable and are consistent with, and not higher than, the recommended practices and fees published by the professional , and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or their designee, is authorized to enter into a professional service contract with Hazen and Sawyer, P.C., for Reclamation Solids Handling for the Pecan Creek Water Reclamation Plant. SECTION 2. The City Manager, or their designee, is authorized to expend funds as required by the attached contract. SECTION 3. The City Council of the City of Denton, Texas 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 their designee. SECTION 4. The findings in the preamble of this ordinance are incorporated herein by reference. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by __________________________ and seconded by _________________________________, the ordinance was passed and approved by the following vote [___ - ___]: 381 Aye Nay Abstain Absent Mayor Gerard Hudspeth: ______ ______ ______ ______ Birdia Johnson, District 1: ______ ______ ______ ______ Connie Baker, 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 ___________________________, 2021. __________________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: _________________________________ 382 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 124F6134-73BC-4C9F-9631-225367AA0B04 Solids Handling Gabby Leeper Not Applicable 7350RFQ 383 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 1 of 18 CITY OF DENTON, TEXAS STANDARD AGREEMENT FOR ENGINEERING RELATED PROFESSIONAL SERVICES This AGREEMENT is between the City of Denton, a Texas home-rule municipality ("CITY"), and HAZEN AND SAWYER, P.C., with its corporate office at 500 West 7th Street, Suite 702, Fort Worth, TX 76102, and authorized to do business in Texas, ("ENGINEER"), for a PROJECT generally described as: Solid’s Handling (the "PROJECT"). SECTION 1 Scope of Services A. The CITY hereby agrees to retain the ENGINEER, and the ENGINEER hereby agrees to perform, professional engineering services set forth in the Scope of Services attached hereto as Attachment A. These services shall be performed in connection with the PROJECT. B. Additional services, if any, will be requested in writing by the CITY. CITY shall not pay for any work performed by ENGINEER or its consultants, subcontractors and/or suppliers that has not been ordered in advance and in writing. It is specifically agreed that ENGINEER shall not be compensated for any additional work resulting from oral orders of any person. SECTION 2 Compensation and Term of Agreement A. The ENGINEER shall be compensated for all services provided pursuant to this AGREEMENT in an amount not to exceed $1,993,302 in the manner and in accordance with the fee schedule as set forth in Attachment A. Payment shall be considered full compensation for all labor, materials, supplies, and equipment necessary to complete the services described in Attachment A. B. Unless otherwise terminated pursuant to Section 6. D. herein, this AGREEMENT shall be for a term beginning upon the effective date, as described below, and shall continue for a period which may reasonably be required for the completion of the PROJECT, until the expiration of the funds, or completion of the PROJECT and acceptance by the CITY, whichever occurs first. ENGINEER shall proceed diligently with the PROJECT to completion as described in the PROJECT schedule as set forth in Attachment A. SECTION 3 Terms of Payment Payments to the ENGINEER will be made as follows: DocuSign Envelope ID: 124F6134-73BC-4C9F-9631-225367AA0B04 384 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 2 of 18 A. Invoice and Payment (1) The Engineer shall provide the City sufficient documentation, including but not limited to meeting the requirements set forth in the PROJECT schedule as set forth in Attachment A to reasonably substantiate the invoices. (2) The ENGINEER will issue monthly invoices for all work performed under this AGREEMENT. Invoices for the uncontested performance of the particular services are due and payable within 30 days of receipt by City. (3) Upon completion of services enumerated in Section 1, the final payment of any balance for the uncontested performance of the services will be due within 30 days of receipt of the final invoice. (4) In the event of a disputed or contested billing, only that portion so contested will be withheld from payment, and the undisputed portion will be paid. The CITY will exercise reasonableness in contesting any bill or portion thereof. No interest will accrue on any contested portion of the billing until mutually resolved. (5) If the CITY fails to make payment in full to ENGINEER for billings contested in good faith within 60 days of the amount due, the ENGINEER may, after giving 7 days' written notice to CITY, suspend services under this AGREEMENT until paid in full. In the event of suspension of services, the ENGINEER shall have no liability to CITY for delays or damages caused the CITY because of such suspension of services. SECTION 4 Obligations of the Engineer A. General The ENGINEER will serve as the CITY's professional engineering representative under this AGREEMENT, providing professional engineering consultation and advice and furnishing customary services incidental thereto. B. Standard of Care The ENGINEER shall perform its services: (1) with the professional skill and care ordinarily provided by competent engineers practicing in the same or similar locality and under the same or similar circumstances and professional license; and (2) as expeditiously as is prudent considering the ordinary professional skill and DocuSign Envelope ID: 124F6134-73BC-4C9F-9631-225367AA0B04 385 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 3 of 18 care of a competent engineer. C. Subsurface Investigations (1) The ENGINEER shall advise the CITY with regard to the necessity for subcontract work such as special surveys, tests, test borings, or other subsurface investigations in connection with design and engineering work to be performed hereunder. The ENGINEER shall also advise the CITY concerning the results of same. Such surveys, tests, and investigations shall be furnished by the CITY, unless otherwise specified in Attachment A. (2) In soils, foundation, groundwater, and other subsurface investigations, the actual characteristics may vary significantly between successive test points and sample intervals and at locations other than where observations, exploration, and investigations have been made. Because of the inherent uncertainties in subsurface evaluations, changed or unanticipated underground conditions may occur that could affect the total PROJECT cost and/or execution. These conditions and cost/execution effects are not the responsibility of the ENGINEER. D. Preparation of Engineering Drawings The ENGINEER will provide to the CITY the original drawings of all plans in ink on reproducible mylar sheets and electronic files in .pdf format, or as otherwise approved by CITY, which shall become the property of the CITY. CITY may use such drawings in any manner it desires; provided, however, that the ENGINEER shall not be liable for the use of such drawings for any project other than the PROJECT described herein. E. Engineer's Personnel at Construction Site (1) The presence or duties of the ENGINEER's personnel at a construction site, whether as on-site representatives or otherwise, do not make the ENGINEER or its personnel in any way responsible for those duties that belong to the CITY and/or the CITY's construction contractors or other entities, and do not relieve the construction contractors or any other entity of their obligations, duties, and responsibilities, including, but not limited to, all construction methods, means, techniques, sequences, and procedures necessary for coordinating and completing all portions of the construction work in accordance with the AGREEMENT Documents and any health or safety precautions required by such construction work. The ENGINEER and its personnel have no authority to exercise any control over any construction contractor or other entity or their employees in connection with their work or any health or safety precautions. (2) Except to the extent of specific site visits expressly detailed and set forth in Attachment A, the ENGINEER or its personnel shall have no obligation or DocuSign Envelope ID: 124F6134-73BC-4C9F-9631-225367AA0B04 386 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 4 of 18 responsibility to visit the construction site to become familiar with the progress or quality of the completed work on the PROJECT or to determine, in general, if the work on the PROJECT is being performed in a manner indicating that the PROJECT, when completed, will be in accordance with the AGREEMENT Documents, nor shall anything in the AGREEMENT Documents or this AGREEMENT between CITY and ENGINEER be construed as requiring ENGINEER to make exhaustive or continuous on-site inspections to discover latent defects in the work or otherwise check the quality or quantity of the work on the PROJECT. If the ENGINEER makes on-site observation(s) of a deviation from the AGREEMENT Documents, the ENGINEER shall inform the CITY. (3) When professional certification of performance or characteristics of materials, systems or equipment is reasonably required to perform the services set forth in the Scope of Services, the ENGINEER shall be entitled to rely upon such certification to establish materials, systems or equipment and performance criteria to be required in the AGREEMENT Documents. F. Opinions of Probable Cost, Financial Considerations, and Schedules (1) The ENGINEER shall provide opinions of probable costs based on the current available information at the time of preparation, in accordance with Attachment A. (2) In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for the PROJECT, the ENGINEER has no control over cost or price of labor and materials; unknown or latent conditions of existing equipment or structures that may affect operation or maintenance costs; competitive bidding procedures and market conditions; time or quality of performance by third parties; quality, type, management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimate PROJECT cost or schedule. Therefore, the ENGINEER makes no warranty that the CITY's actual PROJECT costs, financial aspects, economic feasibility, or schedules will not vary from the ENGINEER's opinions, analyses, projections, or estimates. G. Construction Progress Payments Recommendations by the ENGINEER to the CITY for periodic construction progress payments to the construction contractor will be based on the ENGINEER's knowledge, information, and belief from selective sampling and observation that the work has progressed to the point indicated. Such recommendations do not represent that continuous or detailed examinations have been made by the ENGINEER to ascertain that the construction contractor has completed the work in exact accordance with the AGREEMENT Documents; that the final work will be acceptable in all respects; that the DocuSign Envelope ID: 124F6134-73BC-4C9F-9631-225367AA0B04 387 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 5 of 18 ENGINEER has made an examination to ascertain how or for what purpose the construction contractor has used the moneys paid; that title to any of the work, materials, or equipment has passed to the CITY free and clear of liens, claims, security interests, or encumbrances; or that there are not other matters at issue between the CITY and the construction contractor that affect the amount that should be paid. H. Record Drawings Record drawings, if required, will be prepared, in part, on the basis of information compiled and furnished by others, and may not always represent the exact location, type of various components, or exact manner in which the PROJECT was finally constructed. The ENGINEER is not responsible for any errors or omissions in the information from others that is incorporated into the record drawings. I. Right to Audit (1) ENGINEER agrees that the CITY shall, until the expiration of five (5) years after final payment under this AGREEMENT, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of the ENGINEER involving transactions relating to this AGREEMENT. ENGINEER agrees that the CITY shall have access during normal working hours to all necessary ENGINEER facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The CITY shall give ENGINEER reasonable advance notice of intended audits. (2) ENGINEER further agrees to include in all its subconsultant agreements hereunder a provision to the effect that the subconsultant agrees that the CITY shall, until the expiration of five (5) years after final payment under the subcontract, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of such subconsultant, involving transactions to the subcontract, and further, that the CITY shall have access during normal working hours to all subconsultant facilities, and shall be provided adequate and appropriate work space, in order to conduct audits in compliance with the provisions of this section together with subsection (3) hereof. CITY shall give subconsultant reasonable advance notice of intended audits. (3) ENGINEER and subconsultant agree to photocopy such documents as may be requested by the CITY. The CITY agrees to reimburse ENGINEER for the cost of copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. DocuSign Envelope ID: 124F6134-73BC-4C9F-9631-225367AA0B04 388 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 6 of 18 J. INSURANCE (1) ENGINEER’S INSURANCE a. Commercial General Liability – the ENGINEER shall maintain commercial general liability (CGL) and, if necessary, commercial umbrella insurance with a limit of not less than $1,000,000.00 per each occurrence with a $2,000,000.00 aggregate. If such Commercial General Liability insurance contains a general aggregate limit, it shall apply separately to this PROJECT or location. i. The CITY shall be included as an additional insured with all rights of defense under the CGL, using ISO additional insured endorsement or a substitute providing equivalent coverage, and under the commercial umbrella, if any. This insurance shall apply as primary insurance with respect to any other insurance or self- insurance programs afforded to the CITY. The Commercial General Liability insurance policy shall have no exclusions or endorsements that would alter or nullify: premises/operations, products/completed operations, contractual, personal injury, or advertising injury, which are normally contained within the policy, unless the CITY specifically approves such exclusions in writing. ii. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the commercial general liability or commercial umbrella liability insurance maintained in accordance with this AGREEMENT. b. Business Auto – the ENGINEER shall maintain business auto liability and, if necessary, commercial umbrella liability insurance with a limit of not less than $1,000,000 each accident. Such insurance shall cover liability arising out of “any auto”, including owned, hired, and non-owned autos, when said vehicle is used in the course of the PROJECT. If the engineer owns no vehicles, coverage for hired or non-owned is acceptable. i. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the business auto liability or commercial umbrella liability insurance obtained by ENGINEER pursuant to this AGREEMENT or under any applicable auto physical damage coverage. c. Workers’ Compensation – ENGINEER shall maintain workers DocuSign Envelope ID: 124F6134-73BC-4C9F-9631-225367AA0B04 389 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 7 of 18 compensation and employers liability insurance and, if necessary, commercial umbrella liability insurance with a limit of not less than $100,000.00 each accident for bodily injury by accident or $100,000.00 each employee for bodily injury by disease, with $500,000.00 policy limit. i. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by workers compensation and employer’s liability or commercial umbrella insurance obtained by ENGINEER pursuant to this AGREEMENT. d. Professional Liability – ENGINEER shall maintain professional liability, a claims-made policy, with a minimum of $1,000,000.00 per claim and aggregate. The policy shall contain a retroactive date prior to the date of the AGREEMENT or the first date of services to be performed, whichever is earlier. Coverage shall be maintained for a period of 5 years following the completion of the AGREEMENT. An annual certificate of insurance specifically referencing this PROJECT shall be submitted to the CITY for each year following completion of the AGREEMENT. (2) GENERAL INSURANCE REQUIREMENTS a. Certificates of insurance evidencing that the ENGINEER has obtained all required insurance shall be attached to this AGREEMENT prior to its execution. b. Applicable policies shall be endorsed to name the CITY an Additional Insured thereon, subject to any defense provided by the policy, as its interests may appear. The term CITY shall include its employees, officers, officials, agents, and volunteers as respects the contracted services. c. Certificate(s) of insurance shall document that insurance coverage specified in this AGREEMENT are provided under applicable policies documented thereon. d. Any failure on part of the CITY to attach the required insurance documentation hereto shall not constitute a waiver of the insurance requirements. e. A minimum of thirty (30) days notice of cancellation or material change in coverage shall be provided to the CITY. A ten (10) days notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the respective Department Director (by name), City of Denton, 901 Texas Street, Denton, Texas 76209. DocuSign Envelope ID: 124F6134-73BC-4C9F-9631-225367AA0B04 390 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 8 of 18 f. Insurers for all policies must be authorized to do business in the State of Texas and have a minimum rating of A:V or greater, in the current A.M. Best Key Rating Guide or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. g. Any deductible or self insured retention in excess of $25,000.00 that would change or alter the requirements herein is subject to approval by the CITY in writing, if coverage is not provided on a first-dollar basis. The CITY, at it sole discretion, may consent to alternative coverage maintained through insurance pools or risk retention groups. Dedicated financial resources or letters of credit may also be acceptable to the CITY. h. Applicable policies shall each be endorsed with a waiver of subrogation in favor of the CITY as respects the PROJECT. i. The CITY shall be entitled, upon its request and without incurring expense, to review the ENGINEER's insurance policies including endorsements thereto and, at the CITY's discretion; the ENGINEER may be required to provide proof of insurance premium payments. j. Lines of coverage, other than Professional Liability, underwritten on a claims-made basis, shall contain a retroactive date coincident with or prior to the date of the AGREEMENT. The certificate of insurance shall state both the retroactive date and that the coverage is claims-made. k. Coverages, whether written on an occurrence or claims-made basis, shall be maintained without interruption nor restrictive modification or changes from date of commencement of the PROJECT until final payment and termination of any coverage required to be maintained after final payments. l. The CITY shall not be responsible for the direct payment of any insurance premiums required by this AGREEMENT. m. Sub consultants and subcontractors to/of the ENGINEER shall be required by the ENGINEER to maintain the same or reasonably equivalent insurance coverage as required for the ENGINEER. When sub consultants/subcontractors maintain insurance coverage, ENGINEER shall provide CITY with documentation thereof on a certificate of insurance. K. Independent Consultant DocuSign Envelope ID: 124F6134-73BC-4C9F-9631-225367AA0B04 391 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 9 of 18 The ENGINEER agrees to perform all services as an independent consultant and not as a subcontractor, agent, or employee of the CITY. The doctrine of respondeat superior shall not apply. L. Disclosure The ENGINEER acknowledges to the CITY that it has made full disclosure in writing of any existing conflicts of interest or potential conflicts of interest, including personal financial interest, direct or indirect, in property abutting the proposed PROJECT and business relationships with abutting property cities. The ENGINEER further acknowledges that it will make disclosure in writing of any conflicts of interest that develop subsequent to the signing of this AGREEMENT and prior to final payment under the AGREEMENT. M. Asbestos or Hazardous Substances (1) If asbestos or hazardous substances in any form are encountered or suspected, the ENGINEER will stop its own work in the affected portions of the PROJECT to permit testing and evaluation. (2) If asbestos or other hazardous substances are suspected, the CITY may request the ENGINEER to assist in obtaining the services of a qualified subcontractor to manage the remediation activities of the PROJECT. N. Permitting Authorities - Design Changes If permitting authorities require design changes so as to comply with published design criteria and/or current engineering practice standards which the ENGINEER should have been aware of at the time this AGREEMENT was executed, the ENGINEER shall revise plans and specifications, as required, at its own cost and expense. However, if design changes are required due to the changes in the permitting authorities' published design criteria and/or practice standards criteria which are published after the date of this AGREEMENT which the ENGINEER could not have been reasonably aware of, the ENGINEER shall notify the CITY of such changes and an adjustment in compensation will be made through an amendment to this AGREEMENT. O. Schedule ENGINEER shall manage the PROJECT in accordance with the schedule developed per Attachment A to this AGREEMENT. P. Equal Opportunity (1) Equal Employment Opportunity: ENGINEER and ENGINEER’s agents shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic DocuSign Envelope ID: 124F6134-73BC-4C9F-9631-225367AA0B04 392 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 10 of 18 testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this AGREEMENT. (2) Americans with Disabilities Act (ADA) Compliance: ENGINEER and ENGINEER’s agents shall not engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. SECTION 5 Obligations of the City A. City-Furnished Data ENGINEER may rely upon the accuracy, timeliness, and completeness of the information provided by the CITY. B. Access to Facilities and Property The CITY will make its facilities accessible to the ENGINEER as required for the ENGINEER's performance of its services. The CITY will perform, at no cost to the ENGINEER, such tests of equipment, machinery, pipelines, and other components of the CITY's facilities as may be required in connection with the ENGINEER's services. The CITY will be responsible for all acts of the CITY's personnel. C. Advertisements, Permits, and Access Unless otherwise agreed to in the Scope of Services, the CITY will obtain, arrange, and pay for all advertisements for bids; permits and licenses required by local, state, or federal authorities; and land, easements, rights-of-way, and access necessary for the ENGINEER's services or PROJECT construction. D. Timely Review The CITY will examine the ENGINEER's studies, reports, sketches, drawings, specifications, proposals, and other documents; obtain advice of an attorney, insurance counselor, accountant, auditor, bond and financial advisors, and other consultants as the CITY deems appropriate; and render in writing decisions required by the CITY in a timely manner in accordance with the PROJECT schedule prepared in accordance with Attachment A. E. Prompt Notice The CITY will give prompt written notice to the ENGINEER whenever CITY observes or DocuSign Envelope ID: 124F6134-73BC-4C9F-9631-225367AA0B04 393 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 11 of 18 becomes aware of any development that affects the scope or timing of the ENGINEER's services or of any defect in the work of the ENGINEER or construction contractors. F. Asbestos or Hazardous Substances Release. (1) CITY acknowledges ENGINEER will perform part of the work at CITY's facilities that may contain hazardous materials, including asbestos containing materials, or conditions, and that ENGINEER had no prior role in the generation, treatment, storage, or disposition of such materials. In consideration of the associated risks that may give rise to claims by third parties or employees of City, City hereby releases ENGINEER from any damage or liability related to the presence of such materials. (2) The release required above shall not apply in the event the discharge, release or escape of hazardous substances, contaminants, or asbestos is a result of ENGINEER’s negligence or if ENGINEER brings such hazardous substance, contaminant or asbestos onto the PROJECT. G. Contractor Indemnification and Claims The CITY agrees to include in all construction contracts the provisions of Article IV.E. regarding the ENGINEER's Personnel at Construction Site, and provisions providing for contractor indemnification of the CITY and the ENGINEER for contractor's negligence. H. Contractor Claims and Third-Party Beneficiaries (1) The CITY agrees to include the following clause in all contracts with construction contractors and equipment or materials suppliers: "Contractors, subcontractors and equipment and materials suppliers on the PROJECT, or their sureties, shall maintain no direct action against the ENGINEER, its officers, employees, and subcontractors, for any claim arising out of, in connection with, or resulting from the engineering services performed. Only the CITY will be the beneficiary of any undertaking by the ENGINEER." (2) This AGREEMENT gives no rights or benefits to anyone other than the CITY and the ENGINEER and there are no third-party beneficiaries. (3) The CITY will include in each agreement it enters into with any other entity or person regarding the PROJECT a provision that such entity or person shall have no third-party beneficiary rights under this AGREEMENT. (4) Nothing contained in this Section H. shall be construed as a waiver of any right the CITY has to bring a claim against ENGINEER. DocuSign Envelope ID: 124F6134-73BC-4C9F-9631-225367AA0B04 394 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 12 of 18 I. CITY's Insurance (1) The CITY may maintain property insurance on certain pre-existing structures associated with the PROJECT. (2) The CITY may secure Builders Risk/Installation insurance at the replacement cost value of the PROJECT. The CITY may provide ENGINEER a copy of the policy or documentation of such on a certificate of insurance. J. Litigation Assistance The Scope of Services does not include costs of the ENGINEER for required or requested assistance to support, prepare, document, bring, defend, or assist in litigation undertaken or defended by the CITY. In the event CITY requests such services of the ENGINEER, this AGREEMENT shall be amended or a separate agreement will be negotiated between the parties. K. Changes The CITY may make or approve changes within the general Scope of Services in this AGREEMENT. If such changes affect the ENGINEER's cost of or time required for performance of the services, an equitable adjustment will be made through an amendment to this AGREEMENT with appropriate CITY approval. SECTION 6 General Legal Provisions A. Authorization to Proceed ENGINEER shall be authorized to proceed with this AGREEMENT upon receipt of a written Notice to Proceed from the CITY. B. Reuse of Project Documents All designs, drawings, specifications, documents, and other work products of the ENGINEER, whether in hard copy or in electronic form, are instruments of service for this PROJECT, whether the PROJECT is completed or not. Reuse, change, or alteration by the CITY or by others acting through or on behalf of the CITY of any such instruments of service without the written permission of the ENGINEER will be at the CITY's sole risk. The CITY shall own the final designs, drawings, specifications and documents. DocuSign Envelope ID: 124F6134-73BC-4C9F-9631-225367AA0B04 395 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 13 of 18 C. Force Majeure The ENGINEER is not responsible for damages or delay in performance caused by acts of God, strikes, lockouts, accidents, or other events beyond the control of the ENGINEER that prevent ENGINEER’s performance of its obligations hereunder. D. Termination (1) This AGREEMENT may be terminated: a. by the City for its convenience upon 30 days' written notice to ENGINEER. b. by either the CITY or the ENGINEER for cause if either party fails substantially to perform through no fault of the other and the nonperforming party does not commence correction of such nonperformance within 5 days’ written notice or thereafter fails to diligently complete the correction. (2) If this AGREEMENT is terminated for the convenience of the City, the ENGINEER will be paid for termination expenses as follows: a. Cost of reproduction of partial or complete studies, plans, specifications or other forms of ENGINEER'S work product; b. Out-of-pocket expenses for purchasing electronic data files and other data storage supplies or services; c. The time requirements for the ENGINEER'S personnel to document the work underway at the time of the CITY'S termination for convenience so that the work effort is suitable for long time storage. (3) Prior to proceeding with termination services, the ENGINEER will submit to the CITY an itemized statement of all termination expenses. The CITY'S approval will be obtained in writing prior to proceeding with termination services. E. Suspension, Delay, or Interruption to Work The CITY may suspend, delay, or interrupt the services of the ENGINEER for the convenience of the CITY. In the event of such suspension, delay, or interruption, an equitable adjustment in the PROJECT's schedule, commitment and cost of the ENGINEER's personnel and subcontractors, and ENGINEER's compensation will be made. F. Indemnification DocuSign Envelope ID: 124F6134-73BC-4C9F-9631-225367AA0B04 396 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 14 of 18 IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE SECTION 271.904, THE ENGINEER SHALL INDEMNIFY OR HOLD HARMLESS THE CITY AGAINST LIABILITY FOR ANY DAMAGE COMMITTED BY THE ENGINEER OR ENGINEER’S AGENT, CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICH THE ENGINEER EXERCISES CONTROL TO THE EXTENT THAT THE DAMAGE IS CAUSED BY OR RESULTING FROM AN ACT OF NEGLIGENCE, INTENTIONAL TORT, INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE TO PAY A SUBCONTRACTOR OR SUPPLIER. CITY IS ENTITLED TO RECOVER ITS REASONABLE ATTORNEY’S FEES IN PROPORTION TO THE ENGINEER’S LIABILITY. G. Assignment Neither party shall assign all or any part of this AGREEMENT without the prior written consent of the other party. H. Jurisdiction The law of the State of Texas shall govern the validity of this AGREEMENT, its interpretation and performance, and any other claims related to it. The venue for any litigation related to this AGREEMENT shall be Denton County, Texas. I. Severability and Survival If any of the provisions contained in this AGREEMENT are held for any reason to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision, and this AGREEMENT shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. Sections 5.F., 6.B., 6.D., 6.F., 6.H., and 6.I. shall survive termination of this AGREEMENT for any cause. J. Observe and Comply ENGINEER shall at all times observe and comply with all federal and State laws and regulations and with all City ordinances and regulations which in any way affect this AGREEMENT and the work hereunder, and shall observe and comply with all orders, laws ordinances and regulations which may exist or may be enacted later by governing bodies having jurisdiction or authority for such enactment. No plea of misunderstanding or ignorance thereof shall be considered. ENGINEER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS CITY AND ALL OF ITS OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL CLAIMS OR LIABILITY ARISING OUT OF THE VIOLATION OF ANY SUCH ORDER, LAW, ORDINANCE, OR REGULATION, WHETHER IT BE BY ITSELF OR ITS EMPLOYEES. K. Immigration Nationality Act DocuSign Envelope ID: 124F6134-73BC-4C9F-9631-225367AA0B04 397 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 15 of 18 ENGINEER shall verify the identity and employment eligibility of its employees who perform work under this AGREEMENT, including completing the Employment Eligibility Verification Form (I-9). Upon request by CITY, ENGINEER shall provide CITY with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this AGREEMENT. ENGINEER shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any ENGINEER employee who is not legally eligible to perform such services. ENGINEER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY ENGINEER, ENGINEER’S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. CITY, upon written notice to ENGINEER, shall have the right to immediately terminate this AGREEMENT for violations of this provision by ENGINEER. L. Prohibition On Contracts With Companies Boycotting Israel ENGINEER acknowledges that in accordance with Chapter 2270 of the Texas Government Code, CITY is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this AGREEMENT, ENGINEER certifies that ENGINEER’S signature provides written verification to the CITY that ENGINEER: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the AGREEMENT. Failure to meet or maintain the requirements under this provision will be considered a material breach. M. Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this AGREEMENT, ENGINEER certifies that ENGINEER’S signature provides written verification to the CITY that ENGINEER, pursuant to Chapter 2252, is not ineligible to enter into this AGREEMENT and will not become ineligible to receive payments under this AGREEMENT by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. N. Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City DocuSign Envelope ID: 124F6134-73BC-4C9F-9631-225367AA0B04 398 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 16 of 18 at the time the Engineer submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Engineer will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. O. 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 Engineer shall complete and submit the City’s Conflict of Interest Questionnaire. P. Agreement Documents This AGREEMENT, including its attachments and schedules, constitutes the entire AGREEMENT, which supersedes all prior written or oral understandings, and may only be changed by a written amendment executed by both parties. This AGREEMENT may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute but one and the same instrument. The following attachments and schedules are hereby made a part of this AGREEMENT: DocuSign Envelope ID: 124F6134-73BC-4C9F-9631-225367AA0B04 399 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 17 of 18 Attachment A - Consultant’s Scope of Services Offer, Project Schedule and Rate Sheet These documents make up the AGREEMENT documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the AGREEMENT documents, the inconsistency or conflict shall be resolved by giving precedence first to the written AGREEMENT then to the AGREEMENT documents in the order in which they are listed above. Duly executed by each party’s designated representative to be effective on the date subscribed by the City Manager. ENGINEER BY:______________________________ AUTHORIZED SIGNATURE Printed Name:_____________________ Title:____________________________ __________________________________ PHONE NUMBER _________________________________ EMAIL ADDRESS ___________________________________ TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER CITY OF DENTON, TEXAS BY: _____________________________ ATTEST: ROSA RIOS, CITY SECRETARY BY: _______________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: _______________________________ DocuSign Envelope ID: 124F6134-73BC-4C9F-9631-225367AA0B04 Vice President CDassanayake@hazenandsawyer.com 469-766-0669 cdassanayake@hazenandsawyer.com Chamindra Dassanayake 400 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 2 of 18 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: 124F6134-73BC-4C9F-9631-225367AA0B04 Utilities Administration Terry Naulty Interim Director of Water/Wastewater 401 Revised February 8, 2021 Page 1 of 17 Scope of Work RFQ – 7350 Reclamation Solids Handling Pecan Creek Solids Handling Project The project comprises of refurbishment and enhancement of the solids handling facilities at the PCWRF to improve reliability and prepare the plant for uprating the capacity by implementing chemically enhanced primary treatment (CEPT). The project is divided into two bid packages and one separate plant uprating permitting assistance task. The first bid package is a fast-track design for the anaerobic digester valve and cover replacement. The services for this task include detail design, bidding phase service and construction phase services. The second bid package is the remainder of the solids handling improvements and includes evaluation, development of a preliminary engineering report for submission to TCEQ, building permit application, preparation of construction documents, bid assistance, construction administration support, and start up/ commissioning services. In addition to the two bid packages, the project also consists of providing TCEQ permitting assistance for the uprating of the facility using CEPT expansion. Per RFQ 7350 and negotiation with the City of Denton the following line items comprises the scope areas for the project: Installation of: 1. Three (3) rotating drum thickeners, feed pumps, discharge pumps, wash water pumps, and polymer feed system in a covered canopy structure open on all sides. 2. New primary sludge pump station on the North Process Train. 3. New RAS and WAS sludge pumps within the existing facilities to meet new hydraulic conditions. 4. Large bubble mixing system to be installed in existing sludge holding basin to allow for mixing primary and waste activated sludge prior to thickening. 5. Primary sludge screening facility to remove rags and debris from the primary sludge to improve operations and reduce maintenance of downstream solids processes. 6. Concrete containment berm around existing digesters consisting of a 12 to 18-inch tall curb around the existing digester with drain to the plant drain to the west. 7. Storage Building to house existing portable generators and emergency bypass equipment. The metal building to have spray foam insulation and be approximately 100’x60’. Electrical service to include lighting and outlets for plugging in equipment while being stored. No motor control centers or office space to be designed. HVAC will be gravity dampers with exhaust fans. No heating or air conditioning is to be provided. 8. Fencing and one gate entrance along the southern boundary of plant site to provide security. 9. All necessary yard piping modifications to facilitate completion of the project including sludge piping to and from the sludge blend tank, new primary sludge pump station, RDTs, polymer systems, and filtrate. Exhibit A- Consultant’s Scope of Services Offer, Project Schedule and Rate Sheet DocuSign Envelope ID: 124F6134-73BC-4C9F-9631-225367AA0B04 402 Revised February 8, 2021 Page 2 of 17 Replacement of: 10. All existing primary sludge pumps and grit pumps 11. Electrical motor control center (MCC) in the Lamson Blower Building to supply power to new thickening equipment. 12. South Return Activated Sludge (RAS) Electrical MCC. Refeed existing loads from the new MCC in the Lamson Blower Building. 13. Aeration Basin (8 basins) Diffusers with 9” membrane diffusers. Current diffusers are near end of life and are obsolete 14. Replacement of existing air valves at the aeration basins. New valves to have motor actuators. 15. Replacement of primary anaerobic digester cover 16. Replacement of anaerobic digester valves in basement of Digester Building Completion of: 17. Cleaning of the primary anaerobic digester 18. Complete rehabilitation of the Belt Filter Presses (2) and conveyor system consisting of mechanical refurbishment with new rollers and other wear parts. Does not include upgrade to controls. 19. Assess the need for Odor Control for the sludge blend tank 1. Bid Package 1 – Anaerobic Digester Valves and Cover Task 100 – Detailed Design (90% Design and Bid Set) Hazen and Sawyer (ENGINEER) will conduct a kick-off meeting with the City where the project scope of work, budget and schedule will be reviewed. The design will involve development of contract documents, which will include construction plans, details, technical specifications, and other documents to establish and depict the size, character, and extent of the Work with respect to: · Replacement of the floating cover on the Primary Digester with a new steel gas holder floating cover. New cover to have new pressure relief and flame arresters and new digester gas piping to the existing swivel joint · Replacement of plug valves in the basement of the Digester Building · Dewatering and cleaning of the Primary and Secondary Digester including miscellaneous concrete repair of tank and concrete pilasters that support to digester cover. · Improvements to digester gas piping system to allow full gas flow to the waste gas burner. The contract plans will be prepared using 2D AutoCAD. As part of the final design, the ENGINEER will incorporate the City’s bidding and contract documents and will also provide an opinion of probable construction cost. DocuSign Envelope ID: 124F6134-73BC-4C9F-9631-225367AA0B04 403 Revised February 8, 2021 Page 3 of 17 The following deliverables have been established for design, which will be provided at the 90% design completion point: Deliverables for 90% Design Completion · Plans, Sections and details for all disciplines · Complete technical specifications · Cost estimate The 90% documents will be submitted to the City for review and comments. Deliverables for Design Completion Upon receipt of the City’s comments on the 90% design deliverable, the ENGINEER will revise the set and issue signed and sealed bid documents, which will include the input required by the City Purchasing Department in the "front-end" documents, along with the design drawings and technical specifications. Scope Item Assumptions: · The City standard front end (general and supplemental conditions and Division 1 specifications) documentation for inclusion into the contract documents will be provided by the City · The City staff will provide comments to the ENGINEER on the 90% drawings and specifications. Turnaround time on comments is assumed to be within 1 week. · The City and ENGINEER staff will attend the 90% submittal workshop via video conference. · No permitting services are provided. · No civil design service are included. · Electrical and instrumentation services are included for replacement of the digester gas flow meter on the waste gas burner. · Structural services shall be limited to general concrete repair details including repair detail for top of pilasters. · Existing valves will be replaced in kind. · ENGINEER will evaluate digester gas piping system headloss to coordinate set points for digester cover, cover pressure relieve valves, and pressure regulating valve at the waste gas burner. Required piping and flow meter modifications will be designed. · Submittals shall include one (1) electronic copy of CAD files and word documents, one pdf electronic copy of entire bid set, and three (3) sets of bound 8 1/2-inch by 11-inch specifications and three sets of half size (11-inch by 17-inch) drawings (hard copy) DocuSign Envelope ID: 124F6134-73BC-4C9F-9631-225367AA0B04 404 Revised February 8, 2021 Page 4 of 17 Meetings: · One (1) 2-hour kick-off meeting · One (1) milestone review workshop Deliverables: · 90% Design submittal · Signed and sealed bid set · Comment log with responses to City comments Task 140 Bid Phase Services The ENGINEER will assist the City during the bid period by performing the following tasks: · Attend a Pre-Bid Meeting · Respond to Bidder Inquiries · Preparation of Technical Addenda Content · Review bids and bidder references for completeness and recommend contract award, based on the lowest responsive and responsible bidder. · Prepare a conformed set of contract documents including the issued Addenda. Scope Item Assumptions: · The City will provide the City’s updated standard and special provisions and forms for required bid documents. · The City will arrange for all documents and addenda to be distributed to prospective bidders including reproduction of hard copies. · The City will advertise the projects for bidding, maintain the list of prospective bidders, receive and process deposits for all bid documents, receive and respond to bidder inquiries (with the assistance of the ENGINEER for technical response), issue (with assistance of ENGINEER) any addenda, and conduct bid opening. · The City will prepare bid tabulation forms. · The City will receive the ENGINEER’s recommendation concerning bid evaluation and recommendation and prepare agenda materials for the City Council concerning bid awards. · The City will prepare, review, and provide copies of the contract for execution between the City and the Contractor. · This Scope of Services does not include time for the ENGINEER to assist the City in the event of bid protests Meetings: DocuSign Envelope ID: 124F6134-73BC-4C9F-9631-225367AA0B04 405 Revised February 8, 2021 Page 5 of 17 · One (1) two-hour Pre-bid Meeting · One (1) two-hour meeting to discuss bids with the City Deliverables: · Bid Documents and Addenda · Agenda and meeting minutes for pre-bid conference · Bid Review Form and recommendation for contract award · Complete As-Bid Conformed Contract Documents including one (1) electronic copy of CAD files and word documents of the conformed plans and specifications. Five (5) sets of bound 8 ½-inch by 11-inch specifications and five sets of half size conformed drawings (11-inch by 17-inch). Task 160 - Construction Phase Services The ENGINEER will assist the City during the construction phase, by providing the following engineering services: · Attend a pre-construction meeting with the City and the Contractor. · Attend monthly progress meetings to update on construction progress with City. · Review and approve submittals and maintain the submittal log. · Provide interpretations and clarifications of the contract documents based on the contractor’s requests for information (RFIs) and review required changes. Maintain RFI log. · Review contractor pricing for change order requests. · Review, approve and compile the O&M Manual deliverables required by construction contracts and by equipment suppliers. · Make up to 6 periodic site visits to confer with the City project inspector and contractor to observe the general progress and quality of work, and to determine, in general, if the work is being done in accordance with the contract documents. This effort is in addition to the project representative observation (from the City or other) and does not include continuous monitoring of the progress of construction. · Make final inspections with the City Staff and provide the City with a letter of substantial completion and letter of final completion for the project. The ENGINEER will maintain the punch-list of final construction items for each discipline · Review construction “red-line” drawings and incorporate them into a set of record drawings of the Project as constructed (from the “red-line” drawings, inspections and the contractor provided plans) and deliver to the City, a reproducible set and electronic file of the record drawings within two (2) months of final acceptance of the project. Scope Item Assumptions: DocuSign Envelope ID: 124F6134-73BC-4C9F-9631-225367AA0B04 406 Revised February 8, 2021 Page 6 of 17 · Expected construction duration is 9 months, including digester cleaning, installation, startup, and commissioning. · City to arrange for a site inspector to continuously monitor the progress of construction · Total number of submittals is estimated at 20. Submittal review assumes 25% resubmittal · Review and respond to 15 RFIs. · The City will process applications/ estimates for payments to Contractor. · The City will conduct the substantial completion inspection and final completion inspection with the ENGINEER. · Construction submittals, RFIs and Meeting Minutes will be managed in Procore Document Management System for documentation and review workflow. Meetings: · One (1) two-hour pre-construction meeting · Nine (9) monthly progress meetings · Four (4) one-hour site visits (can be conducted following monthly progress meetings) · One (1) two-hour punch list walkthrough site visit Deliverables: · RFI responses · Change order review comments · Submittal review and comments · Record drawings · Meeting agenda, sign-in sheet, and meeting minutes · Project progress reporting and invoicing 2. Bid Package 2 – Solids Handling Improvements Task 200 - Preliminary Design Engineer will conduct a kick-off meeting with the City where the project scope of work, budget and schedule will be reviewed. Also during the kick-off meeting, the Engineer will review and discuss the design criteria and layouts from the previous work completed for the City to review and comment. As part of the preliminary design, necessary evaluations (condition assessments) will be performed and the basis of design will be documented, and 30% drawings will be developed of the key areas. This information will be compiled into a preliminary design report per TCEQ requirements. As part of this task, a 30% level opinion of probable construction cost will also be prepared. The PDR will be submitted to TCEQ for review. DocuSign Envelope ID: 124F6134-73BC-4C9F-9631-225367AA0B04 407 Revised February 8, 2021 Page 7 of 17 A draft PDR report will be submitted to the City for review. A workshop will be conducted to review the PDR and get comments from the City. Comments will be included into the final PDR before submission to the City and TCEQ. Scope Item Assumptions: · 30% drawings will be prepared for key areas (RDT, Primary sludge PS, Primary Sludge Screening, Sludge Blend Tank, Storage building, etc.). Equipment which will be replaced in kind will be included as part of detailed design. · City will review draft PDR within 2 weeks of submission by the Engineer. · Engineer will facilitate a PDR workshop to obtain review comments from the City. · Monthly progress will be reported as part of monthly progress meetings · Included allowance for Engineer to subcontract with surveyor and geotechnical engineering firm. Meetings: · One (1) 2-hour kick-off meeting · One (1) 2-hour PDR review workshop Deliverables: · Draft PDR · Kick-off meeting comments/minutes · PDR review workshop comments/ minutes · Final PDR (5 hard copies and one PDF copy to the City; 1 hard copy to TCEQ) Task 220 – Detailed Design (60%, Pre-final (90%), and Final (100%)) The design will involve development of a set of contract documents, which will include construction plans, details, specifications, and other documents to establish and depict the size, character, and extent of the entire project with respect to architectural, structural, site work, mechanical, instrumentation and electrical systems, and such other elements as may be appropriate. The contract plans will be prepared using a combination of Revit and 2D AutoCAD. As part of the final design, the ENGINEER will develop contractual conditions and instructions to bidders and will also update the project cost estimates and construction schedule, to reflect the level of design completion. As part of preparing the final design, the ENGINEER will conduct an internal constructability review. This review will focus on the ease with which the facility can be constructed at the selected site, be integrated with existing facilities, and avoid interferences and other obstacles that could cause construction delays or difficulties while maintaining plant operations. The ability to maintain existing facilities in service throughout construction will also be examined as part of the constructability review. DocuSign Envelope ID: 124F6134-73BC-4C9F-9631-225367AA0B04 408 Revised February 8, 2021 Page 8 of 17 Design documents will be submitted to the City at various stages during final design. The following deliverables have been established for design, which will be provided at the 60% and 90% design completion points, respectively: Deliverables for 60% Design Completion · Technical specifications · Plans, Sections and details for all disciplines · Updated cost estimate and schedule Deliverables for 90% Design Completion · Updated Plans, Sections and details for all disciplines · Complete specifications · Updated cost estimate and schedule The 60% and 90% documents will be submitted to the City for approval. Upon receipt of the City’s comments on the 60% and Pre-final (90%) deliverables, the ENGINEER will revise the set and issue Final, signed and sealed bid-ready (100% complete) documents, which will include the "front-end" documents, along with the design drawings and technical specifications. Scope Item Assumptions: · The City standard front end (general and supplemental conditions and Division 1 specifications) documentation for inclusion into the contract documents will be provided by the City · The City staff will provide comments to the ENGINEER on the drawings and specifications at each design milestone. Turnaround time on comments is assumed to be within 2 weeks. · The City staff will attend the 60% and 90% submittal workshops. · All permitting fees will be paid by the City · It is assumed that there are no known hazardous waste contaminated areas, wetlands, endangered species, or other environmentally sensitive flora or fauna which may require additional efforts during design, permitting or construction management. · The City will obtain any necessary easements and rights-of-way. · Submittals shall include one (1) electronic copy of CAD files and word documents, one pdf electronic copy of entire bid set, and three (3) sets of bound 8 1/2-inch by 11-inch specifications and five sets of half size (11-inch by 17-inch) drawings (hard copy) Meetings: · Two (2) milestone review workshops DocuSign Envelope ID: 124F6134-73BC-4C9F-9631-225367AA0B04 409 Revised February 8, 2021 Page 9 of 17 Deliverables: · 60% design review submittal · 90% (pre-final) design review submittal · 100% signed and sealed design submittal · Comment log with responses to City comments Task 230: TCEQ and Local Permitting Coordination ENGINEER will submit sign and sealed plans and specifications to TCEQ. ENGINEER will also address TCEQ comments from the plan review process and incorporate them into the contract documents. ENGINEER will submit sign and seal plans for City of Denton land disturbance and building permit requirements. ENGINEER will perform research the necessary permits, apply for permit, submit plans and address review comments (Step 1 through 4 of City of Denton’s Permit Application Process). Scope Item Assumptions: · ENGINEER to complete City of Denton permitting requirements up to step where permit is ready to be obtain and permitting fee paid. · All permitting fees to be paid by City or Contractor. ENGINEER shall not pay any permitting fees. Meetings: · Two (2) one-hour meetings with City Staff to discuss permitting requirements · Two (2) one-hour conference calls with TCEQ for design review coordination · Two (2) one-hour meetings with City of Denton Building Permit Staff Deliverables: · TCEQ Submittal letter and design submittal package · City of Denton building permit submittal package Task 240 Bid Phase Services The ENGINEER will assist the City in developing bid documents including contract agreement forms, general conditions and supplemental conditions, notice to bidders, instruction to bidders, insurance, bond requirements, and preparation of other contract and bid related items. The ENGINEER will develop specifications and drawings to describe the size and character of the entire project, description of the materials to be utilized and such other essentials as may be necessary for construction and cost analysis. The ENGINEER will assist the City during the bid period by performing the following tasks: DocuSign Envelope ID: 124F6134-73BC-4C9F-9631-225367AA0B04 410 Revised February 8, 2021 Page 10 of 17 · Attend a Pre-Bid Meeting · Respond to Bidder Inquiries · Assist in preparation of Addenda · Attend bid opening meeting · Review bids and bidder references for completeness, balance of bid items, and responsiveness and shall prepare a tabulation of bid prices · Recommend contract award, based on the lowest responsive and responsible bidder. · Prepare a conformed set of contract documents including the issued Addenda. Scope Item Assumptions: · The City will provide the budget for the project. · The City will provide the City’s updated standard and special provisions and forms for required bid documents. · The City will arrange for all documents and addenda to be distributed to prospective bidders. · The City will advertise the projects for bidding, maintain the list of prospective bidders, receive and process deposits for all bid documents, issue (with assistance of ENGINEER) any addenda, and conduct bid opening. · The ENGINEER will prepare and supply bid tabulation forms. · The City will receive the ENGINEER’s recommendation concerning bid evaluation and recommendation and prepare agenda materials for the City Council concerning bid awards. · The City will prepare, review, and provide copies of the contract for execution between the City and the Contractor. · This Scope of Services does not include time for the ENGINEER to assist the City in the event of bid protests Meetings: · One (1) two-hour Pre-bid Meeting · One (1) two-hour bid opening meeting · Two (2) two-hour meetings to discuss bids with the City Deliverables: · Bid Documents and Addenda · Agenda and meeting minutes for pre-bid conference · Bid Review Form and recommendation for contract award · Complete As-Bid Conformed Contract Documents including one (1) electronic copy of CAD files and word documents of the conformed plans and specifications on DVD. Five (5) sets DocuSign Envelope ID: 124F6134-73BC-4C9F-9631-225367AA0B04 411 Revised February 8, 2021 Page 11 of 17 of bound 8 ½-inch by 11-inch specifications and five sets of half size conformed drawings (11-inch by 17-inch). Task 260 - Construction Phase Services The ENGINEER will assist the City during the construction phase, by providing the following engineering services: · Attend a pre-construction meeting with the City and the Contractor. · Attend monthly progress meetings to update on construction progress with City. · Review and approve submittals and maintain the submittal log. · Provide interpretations and clarifications of the contract documents based on the contractor’s requests for information (RFIs) and review required changes. Maintain RFI log. · Review contractor pricing for change order requests. · Manage and review the O&M Manual deliverables required by construction contracts and by equipment suppliers. · Review the Contractor’s requirement of providing electronic record drawings. · Make monthly visits to the site of the project to confer with the City project inspector and contractor to observe the general progress and quality of work, and to determine, in general, if the work is being done in accordance with the contract documents. This effort is in addition to the project representative observation (from the City or other) and does not include continuous monitoring of the progress of construction. · Make final inspections with the City Staff and provide the City with a letter of substantial completion and letter of final completion for the project. · Review construction “red-line” drawings, prepare record drawings of the Project as constructed (from the “red-line” drawings, inspections and the contractor provided plans) and deliver to the City, a reproducible set and electronic file of the record drawings within two (2) months of final acceptance of the project. · The ENGINEER will maintain the punch-list of final construction items for each discipline Scope Item Assumptions: · Expected construction duration is 12 months, including startup and decommissioning. · City to arrange for a site inspector to continuously monitor the progress of construction · Total number of submittals is estimated at 100. Submittal review assumes 25% resubmittal · Number of RFIs is estimated at one per drawing. · The City will process applications/ estimates for payments to Contractor. · The City will conduct the substantial completion inspection and final completion inspection with the ENGINEER. DocuSign Envelope ID: 124F6134-73BC-4C9F-9631-225367AA0B04 412 Revised February 8, 2021 Page 12 of 17 Meetings: · One (1) two-hour pre-construction meeting · Twelve (12) monthly progress meetings · Twelve (12) one-hour site visits (can be conducted following monthly progress meetings) · One (1) four-hour punch list walkthrough site visit Deliverables: · RFIs · Change orders · Submittal reviews · Correspondence with manufacturer’s certified factory acceptance test reports · Record Drawings · Meeting agenda, sign-in sheet, and meeting minutes · Project progress reporting and invoicing Task 280 Start-up Services The ENGINEER shall monitor startup activities and participate during the startup phases of the project. Participation shall include the following: The ENGINEER will perform the following: · Coordinate with CONTRACTOR on the startup plan and make recommendations as necessary. · Develop Maintenance of Plant Operations (MOPO) document to sequence activities and minimize impact to plant operations · Review CONTRACTOR’s start-up checklist · Observe the start-up testing and equipment troubleshooting · Confirm system operation baseline performance meets the specified conditions. · Review and manage operations and maintenance manuals required under the construction contract and provided by equipment suppliers · Review CONTRACTOR’s training plan and instruction materials for compliance with the Contract Documents Scope Item Assumptions: · Contractor is responsible for preparing, testing, and cleaning equipment prior to start-up as detailed in the project specifications. · CONTRACTOR to maintain start-up checklist DocuSign Envelope ID: 124F6134-73BC-4C9F-9631-225367AA0B04 413 Revised February 8, 2021 Page 13 of 17 · Two (2) start-up phases included in construction contract Meetings: · Six (6) eight-hour start-up days Deliverables: · Compiled Operations and Maintenance Manuals and Electronic O&M Process Manual · Start-up Checklist 3. Plant Uprating TCEQ Permitting Assistance Task 310 – PCWRP Re-Rate Permit Application, Analysis and Planning The ENGINEER will develop a re-rate plan for the City including compiling necessary permit application documents for a new Texas Pollution Discharge Elimination System (TPDES) permit with TCEQ. Permitting application and analysis support includes: · Meeting and coordinating with TCEQ. · Compiling and analyzing the last 3-years of PCWRP process data to provide to TCEQ. · Developing the process basis of design for TCEQ review and approval (includes influent load assessment, unit process loading, compliance comparison to TAC 30 Chapter 217, description of proposed improvements for increased capacity and identification of variances requiring approval). · ENGINEER will prepare application to amend the TPDES permits for PCWRP. Application forms will be completed and appropriate attachments to the application forms will be prepared. Copies of the draft application will be provided to City for review. Copies of the final application will be prepared for submittal to the TCEQ. In addition to permitting support the ENGINEER will develop an implementation plan for improvements required for the increased capacity at PCWRP including: · Outline of necessary improvements based on TCEQ approved basis of design. · Schedule for implementation including all steps (permitting, design and construction). · Evaluating delivery mechanism between traditional design bid build (DBB) and construction manager at risk (CMAR). Provide recommendation for delivery method. · Develop an American Association of Construction Engineering Class 4 Opinion of Probably Construction Cost for re-rate improvements. · Develop and maintain a risk register. · Develop and maintain a schedule recovery plan. Scope Item Assumptions: DocuSign Envelope ID: 124F6134-73BC-4C9F-9631-225367AA0B04 414 Revised February 8, 2021 Page 14 of 17 · ENGINEER will review the information available from the previous permit application. ENGINEER will provide the City with a list of additional information needs and the appropriate format for presenting additional information. Additional information includes, but is not limited to, laboratory analytical data for effluent sampling, sludge analyses, and results of whole effluent toxicity testing. ENGINEER will coordinate with the City regarding laboratory testing for pollutants and provide a detailed list of effluent sampling requirements for the application. The City will be responsible for coordinating with a laboratory of its choice. Effluent sampling costs will be the responsibility of the City. · ENGINEER will complete the application forms, assemble the necessary worksheets, and prepare appropriate attachments. Application information includes, but is not limited to, description of the existing facility, listing of the major treatment units with dimensions of each unit, process flow diagram(s), facility site plan, location maps(s), and results of pollutant analyses of effluent. · ENGINEER will provide draft copies of all permit application documents for City review. Comments from the City will be appropriately incorporated into the application. ENGINEER will coordinate closely with the City to make sure the permit application will be complete at the time of submittal. A total of seven copies of the final application document will be prepared for the permit; two copies are for City’s files, one copy is for public display, and four copies will be submitted to the TCEQ. An application fee will be due to the TCEQ at the time the application is submitted. The application fee will be the responsibility of the City. Meetings: · Four (4) two-hour virtual meetings with TCEQ · Six (6) one-hour progress meetings with the City (monthly) Deliverables: · Meeting agenda and minutes for TCEQ coordination meetings · Draft and final permit application (copies outlined above) · Monthly copies of the risk register, schedule recovery plan, implementation schedule · Data analysis and basis of design document in Excel format · Implementation plan technical memorandum (schedule, OPCC, basis of design and summary of necessary improvements) Task 320 – Pecan Creek Water Quality Modeling TCEQ uses a water quality model to simulate the impacts of a wastewater discharge on the receiving water body. The model is used to identify permit limits for biochemical oxygen demand (BOD), total suspended solids (TSS), and ammonia protective of the receiving water quality standard for dissolved oxygen. DocuSign Envelope ID: 124F6134-73BC-4C9F-9631-225367AA0B04 415 Revised February 8, 2021 Page 15 of 17 Around the year 2000, TCEQ updated the modeling protocol and applied it during the City’s permit renewal. Using the updated modeling approach, TCEQ could not identify practical permit limits. In response, the City, in cooperation with TCEQ, developed a site-specific model to identify practical permit limits. TCEQ accepted the modeling approach and the limits developed in the early 2000s are still in effect in the current permit. A permit amendment will require updating the model, especially with regard to the increased permit flow. Updating this model is not straightforward since this model was calibrated based on field data and the increases considered during the model development did not predict results that adhered to TCEQ’s effluent set guidelines. In addition, the modeling platform used for the previous assessment is only used for renewals, and amendment applications require using a current model version. Importing or converting the old model files to the new format is not possible, a new model using the new platform will be required. TCEQ provided the ENGINEER with the existing model, associated files, and memos. The review of the old water quality model indicates that the receiving water may have assimilative capacity beyond 21 MGD, however, new data and the new modeling software may lead to a different conclusion. ENGINEER will perform the following tasks: · ENGINEER will use available data, including water quality data in the receiving water, and TCEQ accepted protocol, to develop a new water quality model to identify BOD, TSS, and ammonia permit limits needed to protect the water quality standard. · ENGINEER will adhere to TCEQ guidance, model calibration will be necessary, significant effort may be required for model calibration because of the complex dynamics in lake backwater conditions. · ENGINEER will notify the City if additional site-specific data collection is necessary, such as to update the bathymetry data in the model. ENGINEER will work with TCEQ water quality modeling staff during the modeling approach to ensure that the approach will be acceptable to the TCEQ. · The ENGINEER will develop a re-rate plan for the City including compiling necessary permit application documents for a new Texas Pollution Discharge Elimination System (TPDES) permit with TCEQ. Scope Item Assumptions: · This task does not include development of the model in a different platform. Task 340 Additional Water Quality Modeling may be used by the City, if switching to a different modeling platform is required by TCEQ. DocuSign Envelope ID: 124F6134-73BC-4C9F-9631-225367AA0B04 416 Revised February 8, 2021 Page 16 of 17 · The fee for Water Quality Modeling is to be billed on a time and materials, not to exceed basis. Meetings: · Meetings for this task are covered in Task 310. Deliverables: · Water Quality Modeling files approved by TCEQ for the City’s records · Relevant correspondence with TCEQ for the City’s records Task 330 – Permit Application Submission and Approval Support ENGINEER will provide services related to technical and regulatory review of the draft TPDES permit prepared by the TCEQ, which includes the following: · ENGINEER will assist the City in response to TCEQ requests for additional information during the technical review of the permit application. ENGINEER also will assist the City in tracking the application through the permitting process. TCEQ may request minor changes to the application during the technical review process. ENGINEER will provide the City with necessary changes to ensure the public viewing copy is up to date. · ENGINEER will review the initial draft permit and assist the City with a written response, including requests for changes to the permit. ENGINEER will review TCEQ’s revised draft permit for consistency with any requested changes. ENGINEER may also communicate via telephone with TCEQ permitting staff during this process. For purposes of this scope, it is assumed that the revised draft of the permit will be acceptable to the City and further rounds of draft permit review will not be necessary. · A public notice of the TCEQ’s decision to amend the permit will be required by the TCEQ. Bilingual notification requirements may require additional publication in Spanish. ENGINEER will assist the City with publication of notices, including working with the appropriate newspapers to ensure notices are correct and published as required. ENGINEER will also obtain the required proof of publication and will submit necessary documentation to the TCEQ. The cost of publication, payable to the newspapers, will be the responsibility of the City. · ENGINEER will review the final issued permit to verify that the permit reflects the conditions that the City accepted during the draft permit process. ENGINEER will contact TCEQ to make necessary corrections, if necessary. Meetings: · No additional meetings are included in this task Deliverables: · Copies of permits as outlined above Task 340 – Additional Water Quality Modeling Allowance DocuSign Envelope ID: 124F6134-73BC-4C9F-9631-225367AA0B04 417 Revised February 8, 2021 Page 17 of 17 TCEQ may require an alternate modeling platform after receiving analysis results from the ENGINEER, as discussed in Task 320. This requires the ENGINEER to re-develop the model in an alternate platform. This task is an allowance to be authorized by the City upon receiving and approving a detailed scope and level of effort from the ENGINEER. This task is to be billed on a time and materials, not to exceed basis. Exclusions The following additional services are excluded from this scope but can be included through amendment, if necessary: · Prepare for and attend additional meetings to discuss the project, beyond that outlined above · Conduct field reconnaissance to collect data or information not provided by the City · Provide technical or procedural support if proposed permits are protested · All application or advertisement fees are the responsibility of the City · Review and comment on additional drafts of the permit beyond those outlined in the scope above DocuSign Envelope ID: 124F6134-73BC-4C9F-9631-225367AA0B04 418 ID Task NameDuration Start Finish1Bid Package 1 - Anaerobic Digester Valves and Cover265 daysThu 4/1/21Wed 4/6/222Task 100 - Detailed Design8 wksThu 4/1/21Wed 5/26/213Task 140 - Bid Phase6 wksThu 5/27/21Wed 7/7/214Task 160 - Construction Phase Servces39 wksThu 7/8/21Wed 4/6/225Bid Package 2 - Solids Handling Improvements595 daysThu 4/1/21Wed 7/12/236Task 200 - Preliminary Design16 wksThu 4/1/21Wed 7/21/217Task 220 - Detailed Design39 wksThu 7/22/21Wed 4/20/228Task 230 - TCEQ and Local Permitting Coordination12 wksThu 2/24/22Wed 5/18/229Task 240 - Bidding Services12 wksThu 4/21/22Wed 7/13/2210Task 260 - Construction Phase Services52 wksThu 7/14/22Wed 7/12/2311Task 280 - Start-Up Services4 wksThu 6/15/23Wed 7/12/2312Plant Uprating TCEQ Permitting Assistance390 daysThu 4/1/21Wed 9/28/2213Task 310 -PCWRP Re-Rate Permit Application, Analysis and Planning26 wksThu 4/1/21Wed 9/29/2114Task 320 - Pecan Creek Water Quality Modeling26 wksThu 4/1/21Wed 9/29/2115Task 330 -Permit Application Submission and Approval Support52 wksThu 9/30/21Wed 9/28/22MAMJJASONDJFMAMJJASONDJFMAMJJAHalf 1, 2021Half 2, 2021Half 1, 2022Half 2, 2022Half 1, 2023Half 2, 2023Pecan Creek Solids Handling Project - RFQ - 7350City of DentonPage 1Exhibit A- Consultant’s Scope of Services Offer, Project Schedule and Rate SheetDocuSign Envelope ID: 124F6134-73BC-4C9F-9631-225367AA0B04419 City of DentonPecan Creek WRP Solids Handling ImprovementsEngineering Service Fee Breakdown / Details2/8/2021PD PMProject DirectorProject ManagerPermitting Lead QC Lead Support CAD QC Lead Support CAD QC Lead Solids QCLiquids QC Solids Lead Liquids Lead Support Support CAD QC Lead CAD QC Lead Support CAD QC LeadTASKC. Dassanayke S. Hardy M. SionM. Santowasso J. LondonAssistant Eng M. Bautista F. Powell J. Ford G. Johnson CAD W. RussellC. Cox M. Bullard J. RohrbacherT. Paulmann B. MillerT. Hudson / N. HoogesteijnAssistant Eng. A. Freemon N. BartleyR. Van Dyke R. Chin G. Ratasky B. Bueltel N. Stewart S. Chavez D. Edwards C. KolesaLabor ODC Subconsultant Subtotal1. Bid Package 1 – Anaerobic Digester Valves and Cover236,444$ 2,200$ -$ 238,644$ 100. Detailed Design (Lump Sum)0 56 0 0 0 0 0 8 44 0 44 0 0 10 0 156 0 20 212 260 0 0 0 0 4 8 8 2 4836 114,067$ 700$ -$ 114,767$ Kick-Off Meeting24410 1,555$ 100$ -$ 1,655$ Digester Gas Piping Evaluation and Design82 20 20 40 404 8 8 2 4 156 20,836$ -$ -$ 20,836$ 90% Design328 40 404 8080 180464 63,609$ -$ -$ 63,609$ Construction Cost Estimating22 82436 4,936$ -$ -$ 4,936$ 90% Review Meeting44412 2,065$ 100$ -$ 2,165$ Bid Set 84 42 4060 40158 21,065$ 500$ -$ 21,565$ 140. Bid Phase (Lump Sum)0 9 0 0 0 0 0 6 0 8 0 0 0 0 30 0 0 24 28 0 0 0 0 0 0 0 0 0105 14,512$ 700$ -$ 15,212$ Bid Document Preparation28818 2,600$ -$ -$ 2,600$ Pre-bid Meeting224 809$ 100$ -$ 909$ Bid Opening Meeting145 852$ 100$ -$ 952$ Addenda24 488 834 4,574$ -$ -$ 4,574$ Conformed Set22 488 2044 5,677$ 500$ -$ 6,177$ 160. Construction Phase Services (Lump Sum)0 114 0 0 0 0 0 82 0 4 0 0 0 0 209 0 0 190 88 0 0 0 0 2 6 0 0 6701 107,865$ 800$ -$ 108,665$ Pre-Construction Conference44412 2,065$ 100$ -$ 2,165$ Monthly Construction Meetings (9 months)181836 7,278$ -$ -$ 7,278$ Periodic Site Visits168161050 8,905$ 200$ -$ 9,105$ Monthly Pay Request Review4913 2,363$ -$ 2,363$ Submittal Review 4040821082 44 280 42,541$ -$ 42,541$ RFI Responses24244040 822 140 22,015$ -$ 22,015$ Field and Change Orders4202044 6,391$ -$ 6,391$ Project Closeout/Punch List Development288826 3,916$ -$ 3,916$ Record Drawings22 41220 60100 12,389$ 500$ -$ 12,889$ 2. Bid Package 2 – Solids Handling Improvements1,405,164$ 13,100$ 25,000$ 1,443,264$ 200. Preliminary Design (Lump Sum)23 46 4 22 52 84 7 70 18 4 18 36 26 22 140 50 180 208 136 3 10 12 6 46 60 800 521415 204,271$ 3,100$ 25,000$ 232,371$ Site Visit8 88816 8 81276 15,063$ 2,600$ -$ 17,663$ Preliminary Design Engineering-$ Update Previously Performed Preliminary Design (Items 1-4, 9-11) 2 28 24 8 212 4 8 8 16 2 44 4 20 12 140 18,192$ -$ -$ 18,192$ Primary Sludge Screening Facility (Item 5) 1212 820 40 60 60 404 8 8 4 276 39,565$ -$ -$ 39,565$ Digester Concrete Containment Bern (Item 6)2 8 24 24 8 268 7,640$ -$ -$ 7,640$ Storage Building (Item 7) 4 1 4 8 16 8 21 2 8 2 4 868 8,936$ -$ -$ 8,936$ Fencing (Item 8)1 2 4 1623 2,284$ -$ -$ 2,284$ South RAS MCC (Item 12)4 20 40 2 66 7,756$ -$ -$ 7,756$ Aeration Basin Diffusers (Item 13)16 8 24 3280 12,022$ -$ -$ 12,022$ Aeration Basin Valve Replacement (Item 14)8 24 162 50 6,614$ -$ -$ 6,614$ Belt Filter Press Rehab (Item 18)16 8 1640 5,298$ -$ -$ 5,298$ Blend Tank Odor Control (Item 19) 14 8 42 19 2,679$ -$ -$ 2,679$ Progress Meetings4 44 4 4 4 4 4 44 4 4 4 4 4 4 4 4 4 4 80 12,206$ -$ -$ 12,206$ PDR Draft Report2 42 84 24 4 4 16 8 40 60 84 8 1618 230 33,635$ 200$ -$ 33,835$ PDR Final Report2 41 22 4 2 2 4 2 24 24 42 44 87 13,285$ 200$ -$ 13,485$ Kick-Off and PDR Review Meeting 4 64 4 4 44 420 8 204 44 94 16,078$ 100$ -$ 16,178$ Survey/Geotech Allowance28818 3,020$ 25,000$ 3,020$ 220. Detailed Design (Lump Sum)14 20 30 62 116 120 20 210 40 165 36 204 26 26 356 60 468 468 1490 11 24 52 88 324 676 760 40 2906196 821,091$ 4,700$ -$ 825,791$ 60% Delivery2 4 12 20 40 50 8 75 16 65 8 80 10 10 130 16 180 180 600 4 8 20 24 100 200 240 8 120 2230 291,419$ 1,500$ -$ 292,919$ 90% Delivery2 4 12 20 40 50 8 75 16 65 8 80 10 10 130 16 180 180 600 4 8 20 40 160 360 420 8 100 2626 342,249$ 1,500$ -$ 343,749$ Bid Ready Set Delivery2 4 6 10 20 20 4 40 8 35 4 20 6 6 60 8 80 80 290 3 8 12 16 40 80 100 8 30 1000 132,500$ 1,500$ -$ 134,000$ Meetings (4)8 88 888 812 12 12 1216 168 144 24,510$ 200$ -$ 24,710$ Construction Cost Estimating @ each Milestone4 8128 1624 8 16 168 8 20 16 32196 30,414$ -$ -$ 30,414$ 230. TCEQ and Local Permitting Coordination (Lump Sum)2 12 0 8 8 0 0 8 0 0 2 8 0 0 12 20 60 8 40 0 4 4 0 4 4 4 0 02724 31,052$ 100$ -$ 31,152$ TCEQ Permitting2 48 20 20 8 2082 12,995$ -$ -$ 12,995$ City of Denton Building Permit88 882 84 40 20 4 4 4 4 4126 18,057$ 100$ -$ 18,157$ 240. Bid Phase (Lump Sum)0 0 0 6 8 12 0 14 24 44 2 8 0 0 32 26 16 16 32 0 4 8 0 4 24 32 2 8322 42,065$ 700$ -$ 42,765$ Bid Document Preparation2 8 128 2 8 848 5,931$ -$ -$ 5,931$ Pre-bid Meeting4 48 1,460$ 100$ -$ 1,560$ InstrumentationTotal HoursFeeElectricalCivilStructural ArchitecturalMechanicalHVAC/Fire ProtectionPage 1 of 2DocuSign Envelope ID: 124F6134-73BC-4C9F-9631-225367AA0B04420 City of DentonPecan Creek WRP Solids Handling ImprovementsEngineering Service Fee Breakdown / Details2/8/2021PD PMProject DirectorProject ManagerPermitting Lead QC Lead Support CAD QC Lead Support CAD QC Lead Solids QCLiquids QC Solids Lead Liquids Lead Support Support CAD QC Lead CAD QC Lead Support CAD QC LeadTASKC. Dassanayke S. Hardy M. SionM. Santowasso J. LondonAssistant Eng M. Bautista F. Powell J. Ford G. Johnson CAD W. RussellC. Cox M. Bullard J. RohrbacherT. Paulmann B. MillerT. Hudson / N. HoogesteijnAssistant Eng. A. Freemon N. BartleyR. Van Dyke R. Chin G. Ratasky B. Bueltel N. Stewart S. Chavez D. Edwards C. KolesaLabor ODC Subconsultant SubtotalInstrumentationTotal HoursFeeElectricalCivilStructural ArchitecturalMechanicalHVAC/Fire ProtectionBid Opening Meeting4 48 1,460$ 100$ -$ 1,560$ Addenda2 8 8 4 16 16 2 416 16 8 8 16 2 4 4 16 16166 21,710$ -$ -$ 21,710$ Conformed Set4 4 8 16 416 2 48 16 2 8 92 11,505$ 500$ -$ 12,005$ 0 -$ -$ -$ 260. Construction Phase Services (Lump Sum)13 135 0 36 72 16 0 76 128 20 10 44 0 0 206 120 184 94 88 0 34 10 0 136 25640 38 1161872 283,799$ 4,500$ -$ 288,299$ Pre-Construction Conference4 4444 4 4 444 40 7,567$ -$ -$ 7,567$ Monthly Construction Meetings (18 months) 9 1881636 24111 22,540$ 900$ -$ 23,440$ Additional Site Visits18836 8824102 18,441$ 3,100$ -$ 21,541$ Monthly Pay Request Review93645 7,668$ -$ 7,668$ Submittal Review 4016 4832 86 4 2030 80 90 902060 160 12 60 848 124,955$ -$ 124,955$ RFI Responses248 2412 32 2 824 60 24 420 40 16 32 330 48,136$ -$ 48,136$ Field and Change Orders164 10 2 416 30 24 2 2 20 40 8 8 186 27,718$ -$ 27,718$ Project Closeout/Punch List Development412 41 4 25 4,451$ -$ 4,451$ Record Drawings21620 2 1212408 8 16 40 1 8185 22,323$ 500$ -$ 22,823$ 280. Start Up and Commissioning (Lump Sum)0 20 0 0 0 0 0 0 0 0 0 0 0 0 60 8 20 0 0 0 0 0 0 4 8 0 0 20140 22,885$ -$ -$ 22,885$ Start-Up Services2060 8 204 820 140 22,885$ -$ 22,885$ 3. PCWRP Re-Rate Permitting Assistance115,593$ -$ 195,800$ 311,393$ 310. Permit Application, Analysis and Planning (Lump Sum)0 24 80 0 0 0 0 0 0 0 0 0 0 0 88 0 120 240 0 0 0 0 0 0 0 0 0 0 0552 97,754$ -$ 25,300$ 123,054$ Meetings with TCEQ4 124 4 1236 6,561$ -$ -$ 6,561$ Data Analysis2 6 1220 3,271$ -$ -$ 3,271$ TCEQ Coordination404 8 2476 13,102$ -$ -$ 13,102$ Process Basis of Design Documentation4 424 40 80152 26,094$ -$ -$ 26,094$ CMAR Assessment224 6 1648 9,494$ -$ -$ 9,494$ Implementation Plan/Schedule 412 20 4076 13,186$ -$ -$ 13,186$ Schedule Recovery Plan44 16 2448 8,424$ -$ -$ 8,424$ Risk Register48 16 3260 10,374$ -$ -$ 10,374$ Permit Application Development2 246 436 7,249$ -$ 25,300$ 32,549$ 320. Pecan Creek Water Quality Modeling (Time and Materials, Not-to-Exceed)0 2 0 0 0 0 0 0 0 0 0 0 0 0 24 0 8 0 0 0 0 0 0 0 0 0 0 0 034 7,922$ -$ 82,500$ 90,422$ Water Quality Model Development and TCEQ Approval 224 834 7,922$ -$ 82,500$ 90,422$ 330. Permit Application Approval Support (Lump Sum)0 2 8 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 010 1,995$ -$ 5,500$ 7,495$ Permit Application Processing Support2 810 1,995$ -$ 5,500$ 7,495$ 340. Water Quality Modeling Allowance(Time and Materials, Not-to-Exceed)0 2 0 0 0 0 0 0 0 0 0 0 0 0 24 0 8 0 0 0 0 0 0 0 0 0 0 0 034 7,922$ -$ 82,500$ 90,422$ Additional Model Support, if necessary224 834 7,922$ -$ 82,500$ 90,422$ Fee Subtotal 1,757,202$ 15,300$ 220,800$ 1,993,302$ Page 2 of 2DocuSign Envelope ID: 124F6134-73BC-4C9F-9631-225367AA0B04421 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: 124F6134-73BC-4C9F-9631-225367AA0B04 Hazen and Sawyer, P.C. CIQ 3/10/2021 422 Certificate Of Completion Envelope Id: 124F613473BC4C9F9631225367AA0B04 Status: Sent Subject: Please DocuSign: City Council Contract 7350 Solids Handling Source Envelope: Document Pages: 40 Signatures: 4 Envelope Originator: Certificate Pages: 6 Initials: 1 Gabby Leeper AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 Gabby.Leeper@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 3/5/2021 10:06:28 AM Holder: Gabby Leeper Gabby.Leeper@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Gabby Leeper gabby.leeper@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 3/5/2021 10:10:07 AM Viewed: 3/5/2021 10:10:25 AM Signed: 3/5/2021 10:11:37 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 3/5/2021 10:11:40 AM Viewed: 3/5/2021 10:43:57 AM Signed: 3/5/2021 10:44:22 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: 68.185.202.16 Sent: 3/5/2021 10:44:24 AM Viewed: 3/5/2021 11:33:00 AM Signed: 3/5/2021 11:37:00 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Chamindra Dassanayake CDassanayake@hazenandsawyer.com Vice President Hazen and Sawyer Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 76.187.1.65 Sent: 3/5/2021 11:37:04 AM Viewed: 3/10/2021 10:16:07 AM Signed: 3/10/2021 10:17:05 AM Electronic Record and Signature Disclosure: Accepted: 3/10/2021 10:16:07 AM ID: adcf042a-5216-44b5-8bd1-753eba40d1c3 423 Signer Events Signature Timestamp Terry Naulty Terrance.Naulty@cityofdenton.com Asst. GM Denton Municipal Electric City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 3/10/2021 10:17:08 AM Viewed: 3/10/2021 1:25:24 PM Signed: 3/10/2021 1:26:10 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: 3/10/2021 1:26:15 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sara Hensley Sara.Hensley@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 3/8/2021 11:17:31 AM ID: eb7cad53-3f8b-4f76-8040-de7f3185816b 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: 3/5/2021 10:11:40 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: 3/10/2021 1:26:14 PM Electronic Record and Signature Disclosure: 424 Carbon Copy Events Status Timestamp Not Offered via DocuSign Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 3/10/2021 1:26:14 PM Viewed: 3/10/2021 1:26:43 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 Cathy Welborn Cathy.Welborn@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Pritam Deshmukh Pritam.Deshmukh@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 3/10/2021 7:46:15 AM ID: d8141e90-4991-4b90-b668-8f096fed697b Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 3/5/2021 10:10:07 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure 425 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: Chamindra Dassanayake, Rosa Rios, Pritam Deshmukh 426 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 21-490,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,a Texas home-rule municipal corporation,authorizing the approval of the first amendment to the Professional Services Agreement between the City of Denton and Freese and Nichols,Inc.,amending the contract approved by the City Council on June 21,2016,in the not-to- exceed amount of $654,135.00;said first amendment to provide additional design,archeological,and environmental services for the Hickory Creek Interceptor Phases I and II Project;providing for the expenditure of funds therefor;and providing an effective date (File 6137 -providing for an additional first amendment expenditure amount not-to-exceed $310,420.00, with the total contract amount not-to-exceed $964,555.00). City of Denton Printed on 3/19/2021Page 1 of 1 powered by Legistar™429 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance ACM: David Gaines DATE: March 23, 2021 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the approval of the first amendment to the Professional Services Agreement between the City of Denton and Freese and Nichols, Inc., amending the contract approved by the City Council on June 21, 2016, in the not-to-exceed amount of $654,135.00; said first amendment to provide additional design, archeological, and environmental services for the Hickory Creek Interceptor Phases I and II Project; providing for the expenditure of funds therefor; and providing an effective date (File 6137 - providing for an additional first amendment expenditure amount not-to-exceed $310,420.00, with the total contract amount not-to-exceed $964,555.00). INFORMATION/BACKGROUND The Hickory Creek Interceptor Phases I and II Project is a wastewater project that, once completed, will increase the carrying capacity of the primary interceptor for the Hickory Creek Basin. The existing interceptor was installed in the 1980s and does not have adequate capacity to accommodate future growth projected to occur in the Hickory Creek Basin. Once constructed, the new wastewater interceptor line will be approximately 13,000 linear feet and will range in size from 30” to 54.” The City Council authorized the original Professional Services Agreement with Freese and Nichols, Inc. for the design of Hickory Creek Interceptor Phases I and II on June 21, 2016. A detailed project schedule outlining what has transpired from 2016 to-date is attached. As part of the Hickory Creek Interceptor Phases I and II project design process, a state-mandated archeological survey was conducted at the project site in October 2020. Details about the archeological findings were shared through Informal Staff Report 2021-013, which was distributed with the March 5, 2021, Friday Report. The purpose of the proposed amendment is to provide additional design, environmental, and archeological services associated with the archeological findings. Updated project plans are needed to reflect the new archeological and environmental boundaries, and an extended design schedule is necessary to conduct additional field testing and reporting to the Texas Historical Commission. In addition to finalizing the Hickory Creek Interceptor Phases I and II project design, the proposed first amendment to the Professional Services Agreement with Freese and Nichols, Inc. will include the additional archeological work and reports to the Texas Historical Commission to comply with the National Historic Preservation Act and the Antiquities Code of Texas. The remaining efforts associated with the archeological findings will be performed at the same time as the bid advertisement and selection of a contractor to construct the project. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 430 PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On June 21, 2016, City Council approved the professional services agreement with Freese and Nichols, Inc., in the not-to-exceed amount of $654,135.00. On March 22, 2021, this item will be presented to the Public Utilities Board (PUB) for consideration. RECOMMENDATION Award Amendment No. 1 with Freese and Nichols, Inc., to provide additional design, archeological, and environmental services for the Hickory Creek Interceptor Phases I and II Project, in the not-to-exceed amount of $310,420.00, for a total amended contract amount of $964,555.00. PRINCIPAL PLACE OF BUSINESS Freese and Nichols, Inc. Fort Worth, TX ESTIMATED SCHEDULE OF PROJECT Please see the attached Project Schedule for additional details. Final Design/Advertise – March 2021 Construction Contract Award – May 2021 Construction – June 2021-July 2022 Project Closeout – July 2022 FISCAL INFORMATION These services will be funded from Certificates of Obligation Funds. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Original Ordinance and Contract Exhibit 3: Project Schedule Exhibit 4: ISR 2021-013 Exhibit 5: Ordinance and Amendment 1 Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Tracy Beck, 940-349-8925. Legal point of contact: Marcella Lunn at 940-349-8333. 431 ORDINANCE NO. 2016-181 AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH FREESE AND NICHOLS, INC. FOR ENGINEERING SERVICES RELATED TO THE HICKORY CREEK INTERCEPTOR PHASES I AND II PROJECT; AND ESTABLISHING AN EFFECTIVE DATE FILE 6137 IN THE NOT-TO-EXCEED AMOLJNT OF $654,135). WHEREAS, The professional services provider (the "Provider) mentioned in this ordinance is being selected as the most highly qualified on the basis of its demonstrated competence and qualifications to perform the proposed professional services; and WHEREAS, The fees under the proposed contract are fair and reasonable and are consistent with and not higher than the recommended practices and fees published by the professional associations applicable to the Provider's profession and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. That the City Manager is hereby authorized to enter into a professional service contract with Freese and Nichols, Inc., to provide professional engineering services for the Hickory Creek Interceptor Phases I and II project, a copy of which is attached hereto and incorporated by reference herein. SECTION 2. The City Manager is authorized to expend funds as required by the attached contract. SECTION 3. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 6137 to the City Manager of the City of Denton, Texas, or his designee. SECTION 4. The findings in the preamble of this ordinance are incorporated herein by reference. SECTION 5. This ordinance shall become effective immediately upon its passage and approval........... PASSED AND APPROVED this the ,,, day of ' ' ' . ........., 2016. w p y ww .... C.1 ` ' "4 J I`1", MAYOR 432 ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: " ° " __ I I' '1^, AS' l t,.:l LEGAL FORM; ANITA BURGESS, CITY ATTORNEY w.. BY• ^' ,. '"' "" '" m.. . :.... 433 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB THESTATE OFTEXAS COUNTY OFDENTON PROFESSIONAL SERVICES AGREEMENT FOR ARCHITECT ORENGINEER CONTRACT #6137) THIS AGREEMENT ismade and entered into as ofthe ______ dayof 2016, byandbetween theCity ofDenton, Texas, aTexas municipal corporation, withitsprincipal officeat215East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called “Owner” or “City” and Freese andNichols, Inc., withitscorporate office at4055 International Plaza, Suite 200, Fort Worth, Texas 76109 hereinafter called Architecture/Engineering Professional” or “FNI,” acting herein, byandthrough their duly authorized representatives. Inconsideration ofthe covenants and agreements herein contained, theparties hereto do mutually agree asfollows: SECTION 1 EMPLOYMENT OFENGINEERING PROFESSIONAL Freese andNichols, Inc. (FNI) will provide thefollowing civil engineering services tothe City ofDenton, Texas (Owner): engineering anddesign fortheinstallation oftheHickory Creek Interceptor, Phases Iand II. This Scope ofServices outlines theproposed engineering services that will beprovided inconnection with installation of48-inch, 42-inch, 36-inch, and30-inch interceptor line fromManhole H1-A1-038justnorthofCorbin Roadsoutheast toManhole HH- A1-007 westofCountry ClubRoad and eastofFortWorth Drive, asmorefullydescribed in Attachment A, Scope ofServices. Other services that may beprovided asadditional services in support oftheproject arealsodescribed inAttachment A. SECTION 2 COMPENSATION The totalproject compensation isSixHundred Fifty-FourThousand OneHundred Thirty- FiveDollars ($654,135). TheOwner shallcompensate FNIasfollows: 2.1 FORBASIC SERVICES 2.1.1 For Basic Services and related Expenses forArticle I, thetotalcompensation shallbe alump sumfeeofThree Hundred Ninety-Nine Thousand SixHundred Thirty-FiveDollars 399,635). Included inthis lump sum feeisFour Thousand EightHundred andSixty-Six Dollars 5,866) ofreimbursement expenses formileage, printing, plotting, andbinding during theproject. Page 1 434 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB 2.1.2For Special Services andrelated Expenses forArticle II, thecompensations shallbe thefollowing nottoexceed fees: 2.1.2.aSubconsultant Coordination = $20,663 2.1.2.bProperty mapping, topographic survey, easement documents = $129,250 2.1.2.cGeotechnical Engineering Services = $46,144 (Including $648 in reimbursement expenses) 2.12.dSubsurface Utility Engineering (SUE) = $52,443 2.12.eEnvironmental Design Phase Services = $6,000 (Including $65 in reimbursement expenses) 2.1.3 Additional services, ifany, shallbeapproved inwriting andauthorized inadvance by theOWNER andshall beperformed andconducted forfeesthatarenegotiated asappropriate. Progress payments for BasicServices shallbepaidmonthly onthebasis oftheSchedule ofCharges completed attheendofthemonth. 2.2 ADDITIONAL SERVICES 2.2.1Compensation forAdditional Services willbebasedon theattached schedule ofcharges onpage CO-1. SECTION 3 ENTIRE AGREEMENT ThisAgreement expressly includes thisthree (3) pageAgreement, together with thefollowing documents which areattached heretoandareincorporated herewith forall purposes: 1. Exhibit “A” (Scope ofServices ofFNI) through CO-1. 2. The CityofDenton General Conditions toAgreement forArchitectural orEngineering Services. Ifaconflict should arise between Attachment “A” andtheCityofDenton General Conditions toAgreement forArchitectural orEngineering Services, thentheCityofDenton General Conditions toAgreement forArchitectural orEngineering Services shallprevail. Page 2 435 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB This Agreement issignedbytheparties hereto effective asofthedate first abovewritten. OWNER” THE CITY OF DENTON, TEXAS ATexas Municipal Corporation By: ___________________________ GEORGE C. CAMPBELL CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY By: __________________________________ APPROVED ASTOLEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: __________________________________ CONSULTANT” FNI A Texas Corporation BY: _______________________________ RON KING, P.E. DENTON OFFICE MANAGER 2016-34866 _________________ TEXAS ETHICS COMMISSION CERTIFICATE NUMBER Page 3 436 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB Certificate of Interested Parties Electronic Filing In2015, theTexas Legislature adopted House Bill1295, which added section 2252.908 ofthe Government Code. Thelawstates that theCity may notenter intothis contract unless the Contractor submits adisclosure ofinterested parties (Form 1295) totheCity atthe time the Contractor submits thesigned contract. The TexasEthicsCommission hasadopted rulesrequiring thebusiness entity tofile Form 1295electronically with theCommission. Contractor willberequired tofurnish anoriginal notarized Certificate ofInterest Parties before the contract isawarded, inaccordance with Government Code 2252.908. The contractor shall: 1.LogontotheState EthicsCommission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2.Register utilizing thetutorial provided bytheState 3.Print acopy ofthecompleted Form 1295 4.EntertheCertificate Number on thesignature pageofthis contract. 5.Signand notarize theForm 1295 6.Email thenotarized form topurchasing@cityofdenton.com with thecontract number inthe subject line. (EX: Contract 1234 – Form1295) The City mustacknowledge thereceipt ofthefiled Form 1295notlater thanthe30th day after Council award. OnceaForm 1295 isacknowledged, itwill beposted tothe Texas Ethics Commission’swebsite within seven business days. Page 4 437 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB CITYOFDENTON INSURANCEREQUIREMENTSFOR CONSULTANTS/CONTRACTORS TheOfferor’s/Bidder’sattention isdirected totheinsurance requirements below. Itishighly recommended thatofferors/bidders confer with theirrespective insurance carriers orbrokers to determine inadvance ofitsproposal orbidsubmission theavailability ofinsurance certificates andendorsements asprescribed andprovided herein. Ifanofferor/apparent lowbidder failsto comply strictly withtheinsurance requirements, that offeror/bidder may be disqualified from award ofthe contract. Upon award, all insurance requirements shallbecome contractual obligations, which thesuccessful offeror/bidder shall have adutytomaintain throughout the course ofthiscontract. STANDARD PROVISIONS: Without limiting any ofthe other obligations orliabilities ofthe Consultant/Contractor, the Consultant/Contractor shall provide andmaintain untilthecontracted workhasbeen completed and accepted bythe City ofDenton, Owner, theminimum insurance coverage asindicated hereinafter. Assoon aspracticable afternotification ofaward, Consultant/Contractor shallfile with the Purchasing Department satisfactory certificates ofinsurance, containing theproposal/bidnumber and titleofthe project. Consultant/Contractor may, upon written request to the Purchasing Department, ask forclarification ofany insurance requirements atanytime; however, Consultants/Contractors are strongly advised tomake such requests prior toproposal/bid opening, sincetheinsurance requirements may notbemodified orwaived afterproposal/bid opening unless awritten exception hasbeen submitted with theproposal/bid. Consultant/Contractor shall notcommence any workor deliver any material untilheor she receives notification thatthecontract hasbeen accepted, approved, andsigned bythe City of Denton. Allinsurance policies proposed orobtained insatisfaction ofthese requirements shall comply with thefollowing general specifications, andshallbemaintained incompliance withthesegeneral specifications throughout theduration oftheContract, orlonger, ifsonoted: Eachpolicy shall beissued byacompany authorized todobusiness inthe State ofTexas withanA.M. Best Company rating ofatleast Aorbetter. Anydeductibles orself-insured retentions shallbedeclared intheproposal orbid. If requested bytheCity, theinsurer shall reduce oreliminate such deductibles or self-insured retentions withrespect totheCity, itsofficials, agents, employees and volunteers; or, theConsultant/Contractor shall procure abond guaranteeing payment of losses andrelated investigations, claim administration and defense expenses. Page 5 438 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB Liability policies shall beendorsed toprovide thefollowing: Name asadditional insured theCity ofDenton, itsOfficials, Agents, Employees andvolunteers. Thatsuch insurance isprimary toanyother insurance available to theadditional insured with respect toclaimscovered under thepolicy andthatthisinsurance applies separately toeach insured against whom claimismadeorsuitisbrought. Theinclusion ofmore thanoneinsured shallnotoperate toincrease theinsurer's limit ofliability. Cancellation: Cityrequires 30daywritten notice should anyofthepolicies described onthe certificate becancelled ormaterially changed before the expiration date. Should anyoftherequired insurance beprovided under aclaims-made form, Consultant/Contractor shallmaintain suchcoverage continuously throughout thetermofthiscontract and, without lapse, foraperiod ofthree years beyond thecontract expiration, such that occurrences arising during thecontract term which give rise toclaims made after expiration ofthecontract shall becovered. Should anyoftherequired insurance beprovided underaform ofcoverage that includes ageneral annual aggregate limitproviding for claims investigation or legaldefense coststobe included inthe general annual aggregate limit, the Consultant/Contractor shall either double theoccurrence limits orobtain Owners andContractors Protective Liability Insurance. Should any required insurance lapseduring thecontract term, requests forpayments originating after suchlapse shall notbeprocessed untiltheCityreceives satisfactory evidence ofreinstated coverage asrequired bythiscontract, effective asofthelapsedate. Ifinsurance isnotreinstated, City may, atitssoleoption, terminate thisagreement effective onthedateofthelapse. Page 6 439 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: Allinsurance policies proposed orobtained insatisfaction ofthisContract shalladditionally comply withthefollowing marked specifications, andshall bemaintained incompliance withthese additional specifications throughout theduration oftheContract, orlonger, ifsonoted: X\] A. General Liability Insurance: General Liability insurance with combined single limits ofnotless than $500,000.00 shall beprovided andmaintained by the Contractor. Thepolicy shall bewritten onan occurrence basis either inasingle policy orinacombination ofunderlying and umbrella orexcess policies. Ifthe Commercial General Liability form (ISO Form CG0001 current edition) isused: Coverage Ashall include premises, operations, products, andcompleted operations, independent contractors, contractual liability covering this contract andbroad formproperty damage coverage. Coverage Bshallinclude personal injury. Coverage C, medical payments, isnotrequired. IftheComprehensive General Liability form (ISO Form GL0002 Current Edition and ISOForm GL0404) isused, itshall include atleast: Bodily injuryandProperty Damage Liability for premises, operations, products and completed operations, independent contractors andproperty damage resulting fromexplosion, collapse orunderground (XCU) exposures. Broad form contractual liability (preferably byendorsement) covering this contract, personal injury liability andbroad formproperty damage liability. X\] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) ofnotless than $500,000.00either inasingle policy or ina combination ofbasic andumbrella orexcess policies. Thepolicywillinclude bodily injury andproperty damage liability arising out oftheoperation, maintenance and use ofall automobiles andmobile equipment used inconjunction with thiscontract. A. Satisfaction oftheabove requirement shall beintheform ofapolicy endorsement for: Page 7 440 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB anyauto, or allowned, hired andnon-owned autos. X\] Workers’ Compensation Insurance B. Contractor shall purchase and maintain Worker'sCompensation insurance which, inaddition tomeeting theminimum statutory requirements forissuance ofsuch insurance, hasEmployer'sLiability limits ofatleast $100,000foreachaccident, $100,000 pereach employee, anda $500,000 policy limitforoccupational disease. TheCity need notbe named asan "Additional Insured" buttheinsurer shall agree towaive allrights of subrogation against theCity, itsofficials, agents, employees andvolunteers for anywork performed fortheCity bytheNamed Insured. Forbuilding orconstruction projects, the Contractor shallcomply withtheprovisions ofAttachment 1inaccordance with §406.096 ofthe Texas Labor Code and rule 28TAC 110.110 oftheTexas Worker'sCompensation Commission (TWCC). Owner'sand Contractor'sProtective Liability Insurance TheContractor shall obtain, pay forandmaintain atalltimes during the prosecution ofthe workunder thiscontract, anOwner'sandContractor'sProtective Liability insurance policy naming theCityasinsured for property damage andbodily injury which mayarise inthe prosecution ofthe work orContractor'soperations under thiscontract. Coverage shallbe onan "occurrence" basis, and thepolicy shall beissued bythesame insurance company thatcarries theContractor'sliability insurance. Policy limits will beatleast combined bodily injury and property damage per occurrence with a aggregate. X\] Professional Liability Insurance Professional liability insurance with limits not lessthan $1,000,000.00per claim with respect tonegligent acts, errors oromissions inconnection withprofessional services is required underthisAgreement. Environmental Liability Insurance Environmental liability insurance for $1,000,000tocover allhazards contemplated bythis contract. C. Riggers Insurance TheContractor shallprovide coverage forRigger’sLiability. Said coverage maybeprovided bya Rigger’sLiability endorsement ontheexisting CGLcoverage; through andInstallation Floater covering rigging contractors; orthrough ISOformIH00911211, Rigger’sLiability Coverage form. Said coverage shall mirror thelimits provided bytheCGLcoverage Builders' Risk Insurance Page 8 441 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB D. Builders' Risk Insurance, onanAll-Riskform for100% of thecompleted value shall beprovided. Such policy shall include as "Named Insured" the City ofDenton and allsubcontractors astheirinterests mayappear. Commercial Crime Provides coverage for thetheft ordisappearance ofcash orchecks, robbery inside/outside thepremises, burglary ofthepremises, andemployee fidelity. Theemployee fidelity portion ofthiscoverage should bewritten ona “blanket” basis tocover allemployees, including new hires. Thistypeinsurance shouldberequired ifthecontractor has access to City funds. Limits ofnotlessthan each occurrence are required. Additional Insurance Other insurance may berequired onanindividual basis for extrahazardous contracts and specific service agreements. Ifsuchadditional insurance isrequired foraspecific contract, that requirement willbedescribed inthe "Specific Conditions" ofthecontract specifications. Page 9 442 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB ATTACHMENT 1 Worker'sCompensation Coverage forBuilding orConstruction Projects for Governmental Entities A.Definitions: Certificate ofcoverage ("certificate")-Acopy ofacertificate of insurance, acertificate ofauthority toself-insure issuedbythecommission, oracoverage agreement (TWCC- 81, TWCC-82, TWCC-83, orTWCC-84), showing statutory workers' compensation insurance coverage forthe person'sorentity'semployees providing services ona project, fortheduration of theproject. Duration oftheproject - includes thetimefrom thebeginning oftheworkonthe project untilthecontractor's/person'sworkonthe project hasbeencompleted and accepted bythegovernmental entity. Persons providing services ontheproject ("subcontractor" in §406.096) - includes all persons orentities performing allorpartoftheservices thecontractor hasundertaken toperform ontheproject, regardless ofwhether thatperson contracted directly with thecontractor and regardless ofwhether thatperson hasemployees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner-operators, employees ofanysuchentity, oremployees ofany entity which furnishes persons toprovide services ontheproject. "Services" include, without limitation, providing, hauling, ordelivering equipment or materials, orproviding labor, transportation, orotherservice related toaproject. "Services" does notinclude activities unrelated tothe project, suchasfood/beverage vendors, office supply deliveries, anddelivery ofportable toilets. B.The contractor shall provide coverage, based onproper reporting ofclassification codes andpayroll amounts andfiling ofanyoverage agreements, which meetsthestatutory requirements ofTexas Labor Code, Section 401.011(44) forallemployees ofthe Contractor providing services ontheproject, fortheduration oftheproject. C.TheContractor must provide acertificate ofcoverage tothegovernmental entityprior tobeingawarded thecontract. D.Ifthecoverage period shown onthecontractor'scurrent certificate ofcoverage ends during theduration ofthe project, thecontractor must, prior totheend ofthecoverage period, fileanew certificate ofcoverage withthegovernmental entityshowing that coverage hasbeenextended. E.Thecontractor shall obtain from eachperson providing services onaproject, and provide tothegovernmental entity: Page10 443 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB 1)acertificate ofcoverage, prior tothat person beginning work ontheproject, sothe governmental entity willhave onfilecertificates ofcoverage showing coverage for allpersons providing services ontheproject; and 2)nolaterthansevendays after receipt bythecontractor, anewcertificate ofcoverage showing extension ofcoverage, ifthecoverage period shown on thecurrent certificate ofcoverage endsduring theduration ofthe project. F.Thecontractor shallretain allrequired certificates ofcoverage fortheduration ofthe project and foroneyear thereafter. G.The contractor shall notifythegovernmental entity inwriting bycertified mail or personal delivery, within 10daysafter thecontractor knew orshould haveknown, of any change thatmaterially affects theprovision ofcoverage ofany person providing services onthe project. H.The contractor shallpostoneachproject siteanotice, inthetext, form andmanner prescribed bytheTexas Workers' Compensation Commission, informing allpersons providing services ontheproject thattheyarerequired tobecovered, andstating how aperson mayverify coverage andreport lackofcoverage. I.Thecontractor shall contractually require each person withwhom itcontracts to provide services onaproject, to: 1)provide coverage, based onproper reporting ofclassification codes andpayroll amounts andfiling ofanycoverage agreements, which meets thestatutory requirements ofTexas Labor Code, Section 401.011(44) forallofitsemployees providing services ontheproject, fortheduration oftheproject; 2)provide to thecontractor, priortothatperson beginning workontheproject, a certificate ofcoverage showing thatcoverage isbeing provided forallemployees oftheperson providing services onthe project, fortheduration ofthe project; 3)provide thecontractor, prior tothe end ofthecoverage period, anewcertificate of coverage showing extension ofcoverage, ifthecoverage period shown on the current certificate ofcoverage endsduring theduration oftheproject; 4)obtainfromeach otherperson with whom itcontracts, andprovide tothe contractor: a)certificate ofcoverage, prior tothe other person beginning work onthe project; and b)anew certificate ofcoverage showing extension ofcoverage, priortotheend ofthecoverage period, ifthecoverage period shown onthecurrent certificate ofcoverage endsduring theduration oftheproject; 5)retainallrequired certificates ofcoverage onfilefor theduration oftheproject and foroneyear thereafter; Page11 444 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB 6)notify thegovernmental entity inwriting bycertified mailor personal delivery, within 10days aftertheperson knew orshould have known, ofany change that materially affects theprovision ofcoverage ofanyperson providing services onthe project; and 7)contractually require eachperson withwhom itcontracts, toperform asrequired by paragraphs (1) - (7), with thecertificates ofcoverage tobeprovided tothe person for whom they are providing services. J.Bysigning thiscontract orproviding orcausing tobeprovided acertificate ofcoverage, thecontractor isrepresenting tothegovernmental entity that allemployees ofthe contractor who willprovide services ontheproject willbecovered byworkers' compensation coverage fortheduration oftheproject, thatthecoverage will bebased onproper reporting ofclassification codesandpayroll amounts, andthatallcoverage agreements will befiledwith theappropriate insurance carrier or, inthecase ofaself- insured, withthecommission'sDivision ofSelf-Insurance Regulation. Providing false ormisleading information may subject thecontractor toadministrative penalties, criminal penalties, civil penalties, orother civil actions. Thecontractor’sfailure tocomply with anyofthese provisions isabreach ofcontract bythe contractor which entitles the governmental entity todeclare thecontract void ifthecontractor does notremedy thebreach within tendaysafterreceipt ofnoticeofbreach from the governmental entity. Page12 445 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB ATTACHMENT A SCOPE OFSERVICES AND RESPONSIBILITIES OFOWNER Hickory CreekInterceptor, Phases IandII – Engineering Services GENERAL: Freese andNichols, Inc. (FNIorCONSULTANT) willprovide thefollowing civil engineering services totheCityofDenton, Texas (OWNER): route study, engineering anddesign for theinstallation oftheHickory CreekInterceptor, Phases Iand II. ThisScope ofServices outlines the proposed engineering services thatwill beprovided inconnection withinstallation of48-inch, 42- inch, 36-inch, and 30-inchinterceptor linefrom Manhole H1-A1-038 just northofCorbin Road southeast toManhole HH-A1-007west ofCountry Club Road and eastofFortWorth Drive. Attachment Bshows theroutethatwillbedesigned for the project. Alimited route study will be performed asaBasic Service, perArticle ITaskA, forthelocation indicated onAttachment Bdueto known archaeological information inthatarea. Nootherroutestudy analysis isincluded intheBasic Services and Special Services, butcanbeprovided asanAdditional Service per Article III. TheScope ofServices willprovide engineering, design andone (1) setofconstruction contract documents forthefollowing interceptor segments: a.30-inch Interceptor (Approx. 3,200LF): Thenew 30-inch interceptor design will begin atManhole H1-A1-038, which isapproximately 750-ftnorth ofCorbin Road and1,400- ftwest ofIH35W. The30-inchinterceptor will align southeast, crossing IH35W atornear the Corbin Road underpass, andextending tothetie-inlocation ofthefuture Dry Fork Tributary 1Interceptor. b.36-inch Interceptor (Approx. 4,100LF): Thenew 36-inch interceptor design will begin atthetie-inlocation ofthefuture Dry ForkTributary 1Interceptor and align south/southeast, crossing Bonnie Brae Road, andextending toitsinterception ofthe existing 24-inchcollector main from The Vintage neighborhood. Thissegment willcross theproposed Bonnie BraeRoad, andwillrequire coordination between theconstruction projects. Itwill alsocross Dry Fork Hickory Creek. c.42-inch Interceptor (Approx. 4,400LF): Thenew 42-inch interceptor design will begin atthe interception oftheexisting 24-inch collector main, and extend southeast, crossing Hickory Creek, tothetie-inlocation ofthefuture Roark Branch Interceptor atthenorth R.O.W. lineoftheKCSR/R. d.48-inch Interceptor (Approx. 1,700LF): Thenew 48-inch interceptor design will begin atthetie-inlocation ofthefutureRoarkBranch Interceptor, and extend southeast, crossing theKCS R/RandFortWorth Drive, andextending totheproposed Hickory Creek Basin PeakFlow Storage Facilities (byothers). e.Inverted Siphons: These services include design ofuptotwo inverted siphons to avoid aerial creekcrossings. A-1 446 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB ARTICLE I BASIC SERVICES: FNIshallrender thefollowing professional services inconnection with the development oftheProject: TASK A: Limited Route Study Upon written notice toproceed byOWNER, CONSULTANT willproceed with aroute study forthe location indicated inAttachment B, approximately 1,700lf. Theroute studywillinclude evaluation ofuptotwo alternate alignments fortheinterceptor inthislocation. Theservices will include: 1.Schedule, prepare agenda andattend one (1) kick-offmeeting withtheOWNER todiscussthe scopeand schedule oftheproject, request information from theOWNER, anddiscuss potential routealternatives. 2.Prepare aroute studyworkmap, using thestripmapprepared bythe surveyor (seeSpecial Services ItemD) asthebase. Layer with available information provided bythe OWNER, including: a.2-ftcontours b.OWNERS’sGISmaps ofexisting features, including water, wastewater, storm drainage, electric, gaslines, floodplains, andESA’s c.OWNER’sfacilities underdesign orconstruction d.OWNER’smaster planned facilities e.Approximate locations ofexisting easements, ifavailable fromOWNER. f.Areas ofknown restrictions g.Request existing plans fromutilities regarding existing power, telephone, cable television, long distance communications andnatural gas. Include received information ontheroute study workmap. 3.Perform adesktop analysis oftheroute studywork map toidentify thetwo conceptual route alternatives. This desktop analysis willinclude: a.Connectivity toexisting and proposed sanitary sewers thatareintercepted bythe proposed pipeline. b.Identification ofpotential conflicts withexisting and proposed facilities. c.Desktop environmental review, including: 1.Review previous environmental reports previously provided bytheCity. 2.Assemble readily available environmental dataandconduct adesktop mapping review ofthetwo conceptual route alternatives toidentify potential environmental andenvironmental permitting constraints. FNI’sunderstanding isthat the OWNER willdotheir ownenvironmental review fortheareaslocated outside of theRoute Study Limits andallproject permitting; therefore, this desktop review willonlycover theRoute Study Limits shown intheRoute Exhibit, adistance of lessthan0.5mile. FNI’sunderstanding isthat theOWNER willconduct all archeological studies beyond FNI’sparticipation inpreparing theinitial coordination letter totheTexas Historical Commission. d.Conceptual alignments ofthetworoutealternatives, based upon theabove analyses. Proposed easements will notbeidentified atthis stage, until review andapproval ofthe alignment options bythe OWNER. A-2 447 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB 4.Submit 5copies ofthedraft route study work map totheOWNER forreview. Attend one (1) meeting withtheOWNER toreview theroute study work mapandreceive comments from theOWNER. 5.Address OWNER comments, andsubmit 5copies oftherevised route studyworkmaptothe OWNER. 6.Attend one (1) fieldwalkthrough oftheRoute Study Limits only, withtheOWNER, ofthe tworoute alternatives identified ontheroute study work map. Thewalkthrough willbe attended bythe CONSULTANT’sproject manager, civil engineer, geotechnical engineer, and environmental scientist. 7.Address comments received atthewalkthrough, addproposed easements for the route alternatives, prepare cost estimates oftheroute alternatives, and prepare adrafttechnical memorandum ofthe route study, including recommended route. 8.Review uptothree (3) alternative pipematerial options, and provide recommendations for pipematerial(s) tobeused fortheproject. Itisassumed thatacathodic protection orinduced current corrosion protection system will notberequired forthisproject, andisnotincluded in theseservices. Ifitisfoundthatoneofthese systems isneeded, design can beprovided asan additional service. 9.Submit 5copies ofthedrafttechnical memorandum tothe OWNER for review. Attend one 1) meeting with theOWNER toreview the technical memorandum andreceive comments from theOWNER. 10.Address OWNER comments, andsubmit 5copies ofthefinal technical memorandum tothe OWNER. TASK B: Design Upon completion ofthelimited route study andacceptance byOWNER oftheproposed alignment, CONSULTANT will perform designservices, consisting of30%, 60%, 90%, andFinal Designs. 1.TheCONSULTANT will prepare a30% design submittal, which willinclude drawings ata scale of1”=40” horizontal and1”=4” vertical, one (1) fullsize (22”x34”) andfour (4) halfsize 11”x17”) construction drawings, updated schedule andupdated opinion ofprobable construction cost. Sheets will include. a.Cover Sheet b.Planlayout andpreliminary profile sheets 2.Attend one (1) meeting withtheOWNER toreview the30% design submittal. 3.TheCONSULTANT will prepare a60% design submittal, which willinclude drawings ata scale of1”=40” horizontal and1”=4” vertical, one (1) fullsize (22”x34”) andfour (4) halfsize 11”x17”) construction drawings, updated schedule andupdated opinion ofprobable construction cost. Sheets will include. a.Cover Sheet b.General notes anddimensional control sheets c.Planand Profile Sheets d.Preliminary sizing and designofinverted siphons (seeItem 11below). e.Standard details. Itisassumed thatmanholes will beusedforalljunctions ofsanitary sewerlines and interceptor lines, andthatCitystandard details willbeused forthese A-3 448 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB manholes. Special details andjunction boxes canbedesigned asAdditional Services in accordance with Article III, ifrequired andauthorized bytheOWNER. 4.CONSULTANT willalsoelectronically distribute the60% design submittal tothefranchise utilitycompanies with infrastructure along theproject alignment forreview and information. 5.Attend one (1) meeting withtheOWNER toreview the60% design submittal. 6.TheCONSULTANT will prepare a90% design submittal, which willinclude drawings ata scale of1”=40” horizontal and1”=4” vertical, one (1) fullsize (22”x34”) andfour (4) halfsize 11”x17”) construction drawings, technical specifications and contract documents, preliminary bidproposal, updated schedule andupdated opinion ofprobable construction cost. Sheets will include. a.Cover Sheet b.General notes anddimensional control sheets c.Planand Profile Sheets d.Design anddetails ofinverted siphons (seeItem11below). e.Standard details 7.Attend one (1) meeting withtheOWNER toreview the90% design submittal. 8.The CONSULTANT willprepare “Final” documents based uponcomments received atthe90% design submittal review meeting. Thesubmittal willinclude four (4) setsofhalf size (11”x17”) andone (1) fullsize (22”x34”) construction drawings, specifications, contract documents, bid proposal, updated schedule and updated opinion ofprobable construction cost. Inaddition, the submittal will include electronic copies ofthe construction drawings inpdf andCAD format. 9.Prepare andsubmit permit applications fortheproposed crossings ofFortWorth Drive, KCS Railroad, and IH35W. 10.Prepare and submit anapplication totheTCEQ for permit toconstruct theproposed improvements. 11.Inverted Siphon Design forupto two creekcrossings: a.Plan/Profile layout, including siphon structures, piping under thecreek, andpiping along thecreek bank. b.Determine sizing ofpipes, including number ofbarrels. c.Upstream and downstream siphon structures, including overflow configuration, flowline determination ofinletandoutletpipes, and location ofsluice gates and/orstop logs. d.Structural designofupstream and downstream siphon structures, including wall thickness, rebarspacing and sizing, and determination ofsoil andhydraulic pressures toprevent flotation. e.Hydraulic modeling toverify siphon sizing and configuration inorder tocomply with TCEQ forminimum andmaximum velocities. f.Attend one (1) meeting with the OWNER todiscuss proposed sizing andlayout. g.Prepare andsubmit atechnical memorandum tothe OWNER documenting sizing, layout, and design criteria. A-4 449 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB h.Prepare design layout andtypical cross section forgravel access roads tothe siphon structures. Gravel roads will follow the existing ground contour, anddesign ofconcrete orasphalt roads andcurb/drainage system would beconsidered additional services. i.Itisassumed the OWNER willprovide the following wastewater flow data for CONSULTANT’suseinthe design atthesiphon locations: i.Existing lowflow ii.Existing average flow iii.Future average flow iv.Future peak flow TASK C: BidPhase Upon completion ofthe design services andapproval of “Final” drawings and specifications bythe OWNER, theCONSULTANT willproceed with the performance ofservices inthebidphase as follows: 1.Assist OWNER insecuring bids. Issue aNotice toBidders toprospective contractors and vendors listed inCONSULTANT’sdatabase ofprospective bidders, andtoselected plan rooms. Provide acopyoftheNotice toBidders fortheOWNER touse innotifying construction news publications andpublishing appropriate legalnotice. Thecostfor advertisement inpublications shallbepaid bytheOWNER. Final plan size tobe22” x34” forreproducible copies to11” x 17”. 2.Provide Contract documents tobedistributed forbidding purposes using website provided by theOWNER. Contract Documents will bemade available fordownload orviewing free of charge toprospective bidders. Printed copies oftheContract Documents will bemade available forpurchase by bidders atthecostof reproduction. 3.Assist OWNER byresponding toquestions and interpreting biddocuments. Prepare and issue addenda totheBidDocuments toplan holders ifnecessary. 4.Assist OWNER inopening, tabulating, andanalyzing the bidsreceived. Review the qualification information provided bythe apparent lowbidder todetermine if, based onthe information available, they appear tobequalified toconstruct theproject. Recommend award ofcontracts orother actions asappropriate tobetaken bytheOWNER. 5.Assist OWNER inthepreparation ofConstruction Contract Documents forthe construction contract. Provide ten (10) setsofConstruction Contract Documents, whichinclude information from theapparent lowbidder’sbiddocuments, legal documents, andaddenda bound inthe documents forexecution bythe OWNER andconstruction contractor. Distribute five (5) copies ofthese documents tothecontractor with anotice ofaward thatincludes directions forthe execution ofthese documents bythe construction contractor. Provide the OWNER with the remaining five (5) copies ofthese documents foruseduring construction. Additional setsof documents canbeprovided as anadditional service. Inaddition, provide Adobe PDFsetand theAutoCAD drawing files ofthefinal plansalong with anAdobe PDFsetofthefinalcontract documents andspecifications. A-5 450 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB 6.Furnish contractor five (5) copies ofthedrawings andspecifications forconstruction pursuant totheGeneral Conditions oftheConstruction Contract. TASK D: Construction Phase Uponcompletion ofthe bidornegotiation phase services, the CONSULTANT willproceed withthe performance ofconstruction phaseservices asdescribed below. The CONSULTANT will endeavor toprotect the OWNER inproviding these services. However, itisunderstood that the CONSULTANT does not guarantee theContractor'sperformance, noristhe CONSULTANT responsible forsupervision oftheContractor'soperation and employees. TheCONSULTANT shall notberesponsible forthemeans, methods, techniques, sequences orprocedures ofconstruction selected bythe Contractor, orany safety precautions and programs relating inany waytothecondition ofthepremises, the work ofthe Contractor oranySubcontractor. The CONSULTANT shallnot be responsible forthe actsoromissions ofanyperson (except itsown employees oragents) attheProject siteorotherwise performing anyof thework oftheProject. Detailed daily construction inspection willbeperformed byOWNER'spersonnel. Construction services provided byCONSULTANT will include thefollowing: 1.Assist the OWNER inconducting pre construction conference withtheContractor, review construction schedules prepared bytheContractor pursuant totherequirements ofthe construction contract. 2.Revise theconstruction drawings inaccordance with theinformation furnished byconstruction contractor(s) reflecting changes intheProject made during construction. Two (2) setsofprints of "Record Drawings" shallbeprovided bytheCONSULTANT totheOWNER (1bond set, 1 Mylarset). Inaddition, thesubmittal willinclude electronic copies oftheconstruction drawings inpdfand CADformat. A-6 451 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB ARTICLE II SPECIAL SERVICES A.Survey, SUE, andGeotechnical Sub-Consultant Coordination - CONSULTANT will coordinate and manage thesurvey, SUE andgeotechnical consultants, and meetwith each on regular scheduled intervals (minimum monthly meetings, orasreferenced inthesub- consultant’sscopeofservices) for progress, review, andupdates. CONSULTANT willupdate theOWNER withtheprogress andbethemain communicator between theOWNER andthe sub-consultants. Thescopeofworkofthesurvey, SUE, andgeotechnical consultants is described intheSPECIAL SERVICES section ofthisExhibit. B.Property Mapping, Topographic Survey andEasement Documents Teague Nall andPerkins (TNP) will provide professional surveying services forthisproject. 1.Deed Research and Preliminary Route Exhibit a.Research available public records toidentify deed and/orplatinformation forall properties along theproposed route. CONSULTANT willresearch current land owner names forexisting easements; however, acurrent TitleCommitment or Report provided bytheOWNER willberequired toconfirm alleasements and/or encumbrances have beenidentified. b.Prepare apreliminary routeexhibit orstripmapdepicting the current ownership, easements anddeed information identified above. Aerial photography will be used todetermine thelocation ofapproximate parcel boundaries. Lidar topography will bereferenced tothesketch forthepreliminary routestudy andplanning purposes. Supplemental elevation data atcritical points such ascreeks and roads willbe provided byGPS measurements, asnecessary. 2.RightofEntry Coordination: a.Research available public records toidentify ownership andcontact information regarding landowners along theproposed route. b.Prepare andmailletters toindividual property owners requesting right-of-entry for survey, SUE, geotechnical, and route analysis services. c.Landowner coordination andfollow upletters, asnecessary. 3.Topographic Design Survey andBaseMap a.Establish ahorizontal and vertical control network fortheproject area. Horizontal control will bereferenced totheTexas State PlaneCoordinate System NAO 83(2011), North Central ZoneNo. 4202 andvertical control willbereferenced to NAV088. b.Perform afieldsurvey forasingleproposed route identifying thetopography, visible features andabove ground improvements such asroads, buildings, fences, creeks landscaped area, utilities, SUE markings, signs, ponds, bore locations andother pertinent features asnecessary forproject design. Survey datawill becaptured ata maximum of50' intervals along the proposed route andwill extend approximately 37.5' oneachside oftheproposed centerline. Benchmarks will beestablished at strategic locations along theroute foruseduring thedesign andconstruct ionphases oftheproject. Sufficient property corners willbelocated and tiedalong andadjacent totheproposed route fordetermination ofright-of-wayand/orproperty lines. A-7 452 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB 4.Easement Documents a.Prepare up to10temporary easements documents and 10permanent easement documents consisting ofanExhibit "A" (legaldescription) andExhibit "B" easement sketch). These documents willbeprepared upon receipt oftheapproved finalalignment fortheproject andwillbesigned andsealed byaTexasRegistered Professional LandSurveyor. Monumentation willbeplaced atthepermanent easement corners andangle points, where possible. Centerline ofpermanent easement stakes willbeprovided at200' intervals. C.Geotechnical Engineering Services 1.Geotechnical Exploration - Itisproposed toprovide exploratory core borings alongthe pipeline routeatabout every 1000feet. Additionally, borings willbedrilled atthe junction boxes andonbothsidesofthe two proposed horizontal borecrossing as described. a.Selectappropriate locations along theproposed pipeline alignment forexploratory borings andnotify Texas 811andtheappropriate CityofDenton department ofthe planned borings inorder tolocate existing underground utilities prior to commencement of thefield exploration activities. b.Subcontract with adrilling contractor todrillthefollowing proposed schedule: Drill2borings eachatI-35Wand KCSRailroad/Fort Worth Avenue – 4@30 feetdeep Drill 1boring eachattheJunction Boxes – 2@25feet Anticipate up to4creek crossings – 8@30feet Drill6borings, inaddition totheabove, alongtheroute – 6@20feet Inaddition tothe14borings forthestructures described above, 6additional borings areproposed along theline, resulting inaspacing ofaboutoneboring per 1000 feet. Therefore, atotalof20borings isplanned asindicated above. Wewill attempt tolocate these borings alongtherouteinlocations accessible totruck- mounted drilling rigs; nositeclearing has beenbudgeted inthispresent geotechnical scope ofservice. c.Samples willbecollected intermittently using continuous flightaugers andeither split-spoonortube samplers. Rockandrock-likematerials may besampled using anNX-sizecore barrel, ortested in-situ using aTxDOT Cone Penetration Test, as appropriate forthematerial. Atcompletion, theboreholes will bebackfilled with augercuttings totheground surface. d.Provide anEngineer orGeologist experienced inlogging borings to direct the drilling, logtheborings, and handle andtransport thesamples. Visual classification ofthesubsurface stratigraphy shall beprovided according tothe Unified Soil Classification System (USCS). 2.Laboratory Testing - Testing shallbeperformed onsamples obtained from theborings to determine soilclassification andpertinent engineering properties ofthesubsurface materials. a.TheEngineer will select samples forlaboratory testing, assigntests, and reviewthe test results. b.Laboratory tests willbeappropriately assigned forthespecific subsurface materials encountered during exploration, butareexpected toinclude: A-8 453 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB 1.Classification tests (liquidandplastic limits andpercent passing theno. 200 sieve orgradation) 2.Moisture content 3.Dryunitweight 4.Unconfined compressive strength 3.Engineering Analysis - Prepare atechnical memorandum summary report ofthe geotechnical investigation toinclude: a.Appendix with theboring locations, boringlogs, laboratory test results, and akey tothe symbols used. b.Discussion ofsubsurface conditions andsoilproperties indicated bythefield and laboratory work, andtheimplications fordesign. c.Design lateral earthpressures and netallowable loading willbeprovided forthe junction boxes. d.General discussion ofexpected construction related issues. D.Subsurface Utility Engineering (SUE) Teague Nall andPerkins (TNP) willprovide Subsurface Utility Engineering (SUE) services for thefinal selected route for thisproject. 1.Theseservices will beconducted andprovided ingeneral compliance withCI/ASCE38- 02. Thisstandard establishes anddefines fourquality levelsfordata collection thatare briefly described as: Quality Level D (QL-"D")- Generally QL-"D" indicates information collected orderived from research ofexisting records and/ororal discussions . Quality Level C ( QL-"C")- Generally QL-"C" indicates information obtained by surveying andplotting visible above-ground utilityfeatures andby using professional judgment incorrelating thisinformation toQL-"D" information. Incorporates QL-"D" information. (Limited inthisscope, thisscope istocover underground utilitycrossings) Quality Level B (QL-"B") - Generally QL-"B", alsoknown as "designating" indicates information obtained through theapplication ofappropriate surface geophysical methods todetermine the existence andapproximate horizontal position ofsubsurface utilities. Quality level Bdatashould bereproducible bysurface geophysics atanypointoftheir depiction. Thisinformation issurveyed toapplicable tolerances defined bytheproject and reduced onto plandocuments. Incorporates QL-"D" QL-"C" information. Quality Level A (QL-"A ")- Generally QL-"A", alsoknown as "locating", indicates the precise horizontal and vertical location ofutilities obtained bytheactual exposure (or verification ofpreviously exposed andsurveyed utilities) andsubsequent measurement of subsurface utilities, ataspecific point. Incorporates QL-"D" QL-"C" & QL-"B" information. a.These services areforthepurpose ofaiding thedesign ofthesubject project by providing information related tosubsurface utilities inorder toallow potential utility conflicts tobeminimized oreliminated. b.The CONSULTANT willprovide services thatmeet the standard ofcareforexisting subsurface utility location andmapping asestablished inCI/ASCE 38-02by exercising due diligence with regard torecords research andacquisition ofutility A-9 454 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB information, including visually inspecting thework areaforevidence ofutilities and reviewing theavailable utility record information from thevarious utility owners . However, theCONSULTANT makes noguarantee thatallutilities canorwillbe identified andshownasthere stillmaybeutilities within the project areathatare undetectable orunknown. c.Facilities that are discovered through field investigative efforts bythe CONSULTANT, butnoplanrecords orownership data canbeidentified, willbe hereafter referred toas "unknown" utilities. Aspart ofthese services, the CONSULTANT willprovide QL-Cinformation intheproject deliverables forall unknown utilities thatmaybeidentified inthefieldinvestigation ofthe project. Designating and/orlocating unknown utilities willtypically notbepartoftheinitial scopeofwork butdepending on theclient'sneeds canbeadded asadditional work toaddress concerns oftheproject impacts of "unknown" facilities. d.Ground penetrating radar willnotbeused asapartofthefieldinvestigation ofthe project siteunless thatuse hasbeenspecifically addressed with thescope ofservices described herein. e.Test holes areverylimited insize ordiameter (typically 12inches by12inches, or approximately 144square inches). Given this limited size, some subsurface conditions mayprevent thecompletion oftestholes, including rock(s), groundwater, largeroots, other utilities & structures, etc. Test Holeattempts which cannot be completed duetositeconditions willbedocumented andnoted onthe plans. f.When test holes areusedto locate utilities, the nominal pipe sizes ofthetargeted utility will bedocumented andreported byusingfield measurements ofthe outside diameter (OD) ofthepipe (tothenearest inch). Based upon this fieldmeasured OD, thenominal pipesizewillbedetermined using typical pipe wall thickness data and other available dataincluding record information. Pipediameters thataretoo large formeasurement, encased ornon-encased conduit duct banks andother concrete encased systems which cannot beadequately measured will bereported based upon thebestavailable information. g.Thedocumented results produced bythese services represent aprofessional opinion andinterpretation baseduponrecord information and/or fieldevidence. These results maybeaffected byavariety ofexisting site conditions, including soil content, depth oftheutility, density ofutility clusters, andelectro- magnetic characteristics ofthe targeted utilities. Also, thelack ofand/orpoor condition ofatrace wirefornon- conductive materials such asPVC, HDPE, etc. inmostcases will make the successful detection andlocation oftheutilityunlikely. h.The CONSULTANT willapply professional judgment todetermine which utilities require additional field effortand/ormethods toproperly designate and/orlocate, most commonly when record drawings arenotavailable. Insuch cases, the CONSULTANT will provide a recommendation or request foradditional services totheCLIENT. Among other methods, adetectable ductredder orother conductor maybeintroduced intotheline toenable thedesignation oftheutility. This method isdependent upon approval bythe utility owner, as wellasaccessto, sizeandcondition oftheutility. 2.Quality LevelAthrough DUtility Information & Designation. This work includes: a.Requesting utility records onallcrossing utilities fromtheCLIENT, public utilities andprivate utility companies known toprovide service within theproject area, as wellasother sources, inanefforttodevelop acomprehensive inventory ofutility A-10 455 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB systems likelytobeencountered. Record documents may include construction plans, system diagrams, distribution maps, transmission maps, geographic information system data, aswell asoraldescriptions oftheexisting systems. Record information willnot beusedasasubstitute forfieldlocation methods unlessitisdetermined to bethemostappropriate method for depicting theutilities atthe site. Thedepiction ofutilities fromrecords (QL-"C" or "D") will bebasedonthorough fieldandoffice activities andshallbebased onthemost reliableindication ofposition available. b.Investigating allutility systems shown ontherecord drawings that areincluded within theproject site. Visible surface features and appurtenances ofsubsurface utilities found within theproject site willalsobeevaluated. Using appropriate surface geophysical methods, CONSULTANT willsearch fordetectible indications ofthelocation ofanticipated subsurface utilities. c.Marking alllocations that canbevalidated, using paint, flags orotherdevices. d.Preparing documentation oftheutilities encountered andmarked, including their general location, orientation, type & size, ifknown. 3.Quality Level AUtility TestHoles. CONSULTANT will excavate byair-vacuum orother minimally invasive methods upto6TestHoles, atlocations yettobedetermined within theproject limits inorder toidentify the exacthorizontal & vertical locations ofcrucial utilities . Unless specified otherwise inthisscope, thelocation ofthetests holeswillbe outside ofanypaved area. Also, iflocating theend ofcasing isrequested the costwill be basedonanhourly charge based onthefee schedule below. Thiswork includes: a.Providing allnecessary personnel, equipment, supplies, management and supervision needed for the testholeexcavation, backfill and restoration. b.Coordinating with OWNER, property owner, and/orpermitting authorities, as needed andobtaining any required permits, permission orrights-of-entrywithhelp from theOWNER. c.Contacting theappropriate one-callsystem torequest utilities tobemarked on-the- ground priortobeginning excavation oftest holes. d.Providing andutilizing appropriate traffic control devices, asnecessary, in conformance withtheMUTCD, including anystate orlocally adopted supplements. ifclosures oradditional traffic control equipment isneeded otherthansigns and conesadditional direct expenses willbecharged). e.Preparing documentation foreachtesthole attempted. Thisdocumentation will include the horizontal and vertical position ofthe targeted utility orstructure, a general description ofthetarget utility, withcondition, material andgeneral orientation noted, ageneralized description ofthe material encountered inthetest hole, andanyotherfieldobservations notedduring theexcavation. E.Design Phase Environmental Review Services 1.Conduct SiteVisit alongtheSelected Alignment: Once theOWNER has selected the alignment, FNI environmental scientists will conduct one sitevisitalong theselected alternative toobserve anddocument existing conditions. FNI’sunderstanding isthatthe OWNER willconduct their ownenvironmental review fortheareas located outside of theRoute Study Limits and anypermitting required bytheproject in itsentirety. This sitevisit willonly cover theRouteStudyLimits shown inthe Route Exhibit. The presence andgeneral locations ofwaters oftheU.S., including wetlands; andpotential A-11 456 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB threatened orendangered species habitat will beidentified fortheareashown inthe Route Exhibit withintheproposed permanent and temporary easements. 2.Prepare Technical Memorandum: FNI willprepare atechnical memorandum documenting theresults ofthesitevisit including water crossing dataforms, photos, GPS information, and ouropinion astowhether ornot the project meets theterms and conditions ofNWP 12 without requiring aPCN. The techmemo willonlycover the Route Study Limitsshown intheRoute Exhibit. 3.Consult with Texas Historical Commission (THC): Projects sponsored bypublic entities that affect acumulative areagreater thanfiveacresorthatdisturb morethan 5,000 cubic yards require advance consultation withtheTHC according toSection191.0525 (d) of theAntiquities Code ofTexas. Because theproposed project isexpected toexceed these thresholds, coordination withTHCwillberequired. Once thealignment within the Route Study Limits hasbeen selected, FNIwillprepare maps andphotos forthatareafor inclusion inthe Owner’sletter tothe THCdescribing theproject andrequesting their review. Any follow upstudies required bytheTHC arenot included inthisscope of services. An archeological survey isnot included inthisscope ofservices. 4.Project Team Coordination: FNIenvironmental scientists willcoordinate withthe FNI project teamonthefindings ofthesitevisit, review theRoute Study Limits ofdesign submittals, andprovide input during thedesign process toassist, ifpracticable, inthe development ofaproject that canbeauthorized under NWP 12without PCN. ItisFNI’s understanding that allknown environmental issuessuch astheknown archeological site located within theRouteStudy Limits willbeavoided. ARTICLE III ADDITIONAL SERVICES: Additional Services tobeperformed byFNI, ifspecifically authorized inwriting byOwner, which arenotincluded intheabove-described Basic Services, aredescribed as follows: A.Route analysis, outside oflimitsindicated inArticle ITaskA. B.Design of junction boxes orspecial manholes notcovered bytheOWNER’sstandard details. C.Conduct adelineation ofwaters oftheU.S. D.Preparation ofajurisdictional determination report. E.Preparation ofapre-construction notification (PCN) fornationwide orregional general 404 permit coverage. F.Preparation ofastandard Section 404 individual permit application. G.Preparation ofanEnvironmental Information Document, Environmental Assessment, oran Environmental Impact Statement. H.Cultural resource studies orinvestigations. I.Meetings orconsultation with theUSACE orother resource agencies, except asspecifically notedintheScope ofServices. A-12 457 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB J.Consultation withthe U. S. FishandWildlife Service. K.Presence/absence surveys forfederally listed threatened/endangered species. L.Preparation ofamitigation plantocompensate forimpacts towaters oftheU.S. M.Application toTexas Commission onEnvironmental Quality forindividual 401Water Quality Certification. N.Application forGeneral LandOffice easements. O.Application forTexas Parks & Wildlife Department SandandGravel Permit. P.Additional fieldinvestigations oranalysis required torespond topublic orresource agency comments. Q.Expert representation atlegalproceedings oratcontested hearings. R.Mitigation monitoring ifrequired bypermit conditions. S.Monitoring forcompliance withpermit conditions. T.Conducting aPhase IorPhase IIEnvironmental Site Assessment. U.Making revisions todrawings, specifications orother documents when suchrevisions are1) not consistent with approvals orinstructions previously given byOWNER or2) duetoother causes notsolely within thecontrol ofCONSULTANT. V.Making revisions todrawing, specifications, orother documents duetoOWNER changes tothe previously submitted andapproved utility relocation alignments. W.Additional meetings otherthan specifically mentioned inthe Basic Services andSpecial Services portion ofthis Agreement. X.Any Construction Phase services outside ofthe specific services stated inTask CintheBasic Services portion ofthis Agreement. IfFNIisrequested toperform additional Construction Phase services, authorization for Additional Services shall beapproved prior to workbeing performed. Y.Preparing data andreports forassistance toOWNER inpreparation forhearings before regulatory agencies, courts, arbitration panelsoranymediator, giving testimony, personally or bydeposition, andpreparations therefore before anyregulatory agency, court, arbitration panel ormediator. Z.Services associated witheasement acquisition, other thanthe provision ofeasement documents indicated inSpecial Services ItemD. AA.Services associated with condemnations. A-13 458 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB BB.Services associated with relocations ofproperty owners during the easement orROW acquisition process. CC.Furnishing theservices ofaResident Project Representative toactasOWNER’son-site representative during theConstruction Phase. DD.Bulldozer, ATV orotherequipment services required toachieve access toboring locations. EE.Stand-bytimeortimeinexcess ofone-halfhour required fortravel between boring locations. FF.Additional laboratory services, including quantities oritems other thandescribed inBasic Services. GG.Additional engineering services, including personnel time and expenses foritems not specifically described inBasicServices. This may include, but is not limited to, additional meetings requested by Client or Client's other consultants, assistance toClient indealing with regulatory agencies, preparation andengineering assistance inlegalproceedings, and evaluation ofalternative designs forthe project orrelocation ofstructure, following initial submittal ofthegeotechnical report. HH.Anyotherrequired orrequested services authorized byClient, otherthan thosespecifically described inBasicServices. ARTICLE IV TIME OFCOMPLETION: CONSULTANT isauthorized tocommence work ontheProject upon execution ofthisAGREEMENT andagrees tocomplete the services inaccordance with thefollowing schedule: Submit Finalplans within 270calendar daysofNotice toProceed. Seepreliminary project schedule inAttachment C; thispreliminary project schedule isasample schedule assuming Notice to Proceed onJuly 15, 2016. Preliminary schedule willbeadjusted based upon actualNotice toProceed date. IfCONSULTANT’sservices aredelayed through nofault ofCONSULTANT, CONSULTANT shall beentitled toadjustcontract schedule consistent withthenumber ofdays ofdelay. These delays may include butarenotlimited todelays inOWNER orregulatory reviews, delays ontheflowof information tobeprovided toCONSULTANT, governmental approvals, etc. These delays may result inanadjustment tocompensation. ARTICLE V RESPONSIBILITIES OFOWNER: Owner shall perform the following inatimely manner soas not todelaytheservices ofFNI: A.Perform potholes ofCityutility lines anddrainage facilities as needed fortheproject. CONSULTANT willsurvey inthecompleted potholes. CONSULTANT willbe responsible forpotholing franchise utility lines. A-14 459 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB B.Provide titlecommitments asneeded forCONSULTANT’suseinpreparation ofeasement documents. C.Designate inwriting aperson toactasOwner'srepresentative with respect totheservices tobe rendered under thisAGREEMENT. Such person shall have contract authority totransmit instructions, receive information, interpret anddefine Owner'spolicies anddecisions with respect toFNI'sservices fortheProject. D.Provide allcriteria andfullinformation astoOwner'srequirements fortheProject, including project objectives and constraints, space, capacity andperformance requirements, and any budgetary limitations; and furnish copies ofalldesign andconstruction standards which Owner willrequire tobeincluded intheplans and Contract Documents. E.Assist FNI byplacing at FNI'sdisposal allavailable information pertinent tothe Project including previous reports, GIS mapping anddata, plats, existing easement documents and any other data relative tocompletion oftheProject. F.Examine allstudies, reports, sketches, drawings, specifications, proposals andother documents presented byFNI, obtain advice ofother consultants asOwner deems appropriate forsuch examination andrender inwriting decisions pertaining thereto within areasonable time soas not todelaytheservices ofFNI. G.Furnish approvals and permits from allgovernmental authorities having jurisdiction over the Project and such approvals andconsents fromothers asmaybenecessary forcompletion ofthe Project. H.Givenotice toFNI whenever OWNER observes orotherwise becomes aware ofany development thataffects the scope ortiming ofFNI'sservices, oranydefect ornonconformance ofthework ofany contractor. I.Contact other departments within theCity ofDenton andcoordinate with them toobtain record drawings ofother utilities, buildings, orinfrastructure asneeded. J.Furnish, ordirect FNI toprovide, Additional Services asstipulated inExhibit A, Article IIIof thisAGREEMENT orotherservices asrequired. K.Bearallcostsincident tocompliance with therequirements ofthisArticle IV. A-15 460 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB ARTICLE V DESIGNATED REPRESENTATIVES: FNI andOwner designate the following representatives: Owner’sDesignated Representative – JimWilder, P.E. 901-A Texas Street Denton, Texas 76209 Phone: 940-349-8953 Fax: 940-349-8951 Email: James.Wilder@cityofdenton.com FNI’sProject Manager - Ron King, P.E. 2220 San Jacinto Blvd, Suite 330 Denton, Texas 76205 Phone: 940-220-4350 Email: rgk@freese.com FNI’sAccounting Representative - Stephanie Steinmetz 4055 International Plaza, Suite 200 Fort Worth, Texas 76109 Phone: 214-217-2212 Email: Stephanie.Steinmetz@freese.com A-16 461 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB ATTACHMENT B - ROUTE EXHIBIT RouteStudyLimits 462 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB ATTACHMENT C - PRELIMINARY SCHEDULE IDTaskTaskNameDurationStartFinish Jun'1Jul'16Aug'1Sep'1Oct'1Nov'1Dec'1Jan'1Feb'1Mar'1Apr'1May'Jun'1Jul'17Aug'1Sep'1Oct'1Nov'1Dec'1Jan'1Feb'1Mar'1Apr'1May'Jun'1Jul'18Aug'1Sep'1Oct'1Nov'1Dec'1Jan'1Feb'1M Mode 1 7/1520daysFri7/15/16Fri7/15/16NoticetoProceed 3 4 95daysFri7/22/16Mon10/24/16LimitedRouteStudy 5 7/226KickoffMeetingwithCity0daysFri7/22/16Fri7/22/16 7 PrepareStripMap(TNP)30daysFri7/29/16Sat8/27/16 8 PrepareRouteStudyWorkMap15daysSat8/13/16Sat8/27/16 9 DesktopAnalysis/ID2RouteAlternatives10daysSun8/28/16Tue9/6/16 10 CityReviewofRouteAlternatives7daysWed9/7/16Tue9/13/16 9/1411RouteReviewMeetingwithCity0daysWed9/14/16Wed9/14/16 9/1912FieldWalkthroughofRoutes0daysMon9/19/16Mon9/19/16 13 SubmitTechMemotoCity14daysMon9/19/16Sun10/2/16 14 CityReviewofTechMemo7daysMon10/3/16Sun10/9/16 15 FinalizeTechMemo15daysMon10/10/16Mon10/24/16 16 17 175daysMon10/10/16Sun4/2/17Design 18 19 DesignSurvey30daysMon10/10/16Tue11/8/16 20 Prepare30%Design40daysWed11/9/16Sun12/18/16 21 CityReviewof30%Design10daysMon12/19/16Wed12/28/16 12/292230%DesignReviewMeetingwithCity0daysThu12/29/16Thu12/29/16 23 PrepareEasementDocuments60daysThu12/29/16Sun2/26/17 24 Prepare60%Design30daysThu12/29/16Fri1/27/17 25 CityReviewof60%Design10daysSat1/28/17Mon2/6/17 26 SubmitTxDotPermitApplication15daysTue2/7/17Tue2/21/17 27 Prepare90%Design30daysTue2/7/17Wed3/8/17 28 CityReviewof90%Design10daysThu3/9/17Sat3/18/17 29 PrepareFinalDesign15daysSun3/19/17Sun4/2/17 30 31 365daysSat1/28/17Sat1/27/18EasementAcquisition&Permitting 32 33 CityEasementAcquisition365daysSat1/28/17Sat1/27/18 34 PrepareTCEQPermitApplication20daysMon4/3/17Sat4/22/17 35 TCEQReview90daysSun4/23/17Fri7/21/17 36 37 360daysSun1/28/18Tue1/22/19BidandConstruction 38 39 Advertise&Bid30daysSun1/28/18Mon2/26/18 40 AwardandContracting30daysTue2/27/18Wed3/28/18 41 Construction300daysThu3/29/18Tue1/22/19 TaskSummaryExternalMilestoneInactiveSummaryManualSummaryRollupFinishonlyProject:AttachmentC SplitProjectSummaryInactiveTaskManualTaskManualSummaryDeadlineDate:Tue5/31/16 MilestoneExternalTasksInactiveMilestoneDurationonlyStartonlyProgress Page1 463 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB A-17 464 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB CITY OF DENTON GENERAL CONDITIONS TO AGREEMENT FOR ARCHITECTURAL ORENGINEERING SERVICES ARTICLE 1. ARCHITECT OR ENGINEER'SRESPONSIBILITIES 1.1 The Architect orEngineer'sservices consist ofthoseservices fortheProject (asdefined intheagreement (the “Agreement”) andproposal (the “Proposal”) towhich these General Conditions areattached) performed bytheArchitect orEngineer (hereinafter called the “Design Professional”) orDesign Professional's employees and consultants asenumerated inArticles 2and3ofthese General Conditions asmodified bytheAgreement and Proposal (the “Services”). 1.2 The Design Professional will perform allServices asanindependent contractor totheprevailing professional standards consistent with thelevel ofcare andskill ordinarily exercised bymembers ofthe same profession currently practicing inthesame locality under similar conditions, including reasonable, informed judgments and prompt timely actions (the “Degree ofCare”). The Services shall beperformed asexpeditiously asisconsistent withtheDegree of Carenecessary fortheorderly progress oftheProject. Uponrequest oftheOwner, theDesign Professional shall submit fortheOwner'sapproval aschedule fortheperformance oftheServices which may beadjusted asthe Project proceeds, and shall include allowances forperiods oftimerequired forthe Owner's review andforapproval ofsubmissions byauthorities having jurisdiction over theProject. Time limits established bythisschedule andapproved bytheOwner shall not, except forreasonable cause, beexceeded bytheDesign Professional orOwner, andanyadjustments tothisschedule shall bemutually acceptable to both parties. ARTICLE 2SCOPE OFBASIC SERVICES 2.1 BASIC SERVICES DEFINED TheDesign Professional’sBasic Services consist ofthose described inSections 2.2through 2.6ofthese General Conditions and include without limitation normal structural, civil, mechanical and electrical engineering services andanyother engineering services necessary toproduce acomplete andaccurate setofConstruction Documents, asdescribed byand required inSection 2.4. TheBasic Services may bemodified bythe Agreement. 2.2 SCHEMATIC DESIGN PHASE 2.2.1 The Design Professional, inconsultation with theOwner, shall develop awritten program for theProject toascertain Owner'sneeds andto establish the requirements fortheProject. 2.2.2 TheDesign Professional shall provide apreliminary evaluation ofthe Owner'sprogram, construction schedule andconstruction budget requirements, each interms oftheother, subject tothelimitations setforth inSubsection 5.2.1. 2.2.3 TheDesign Professional shall review with the Owner alternative approaches todesign andconstruction oftheProject. 2.2.4 Based onthe mutually agreed-upon program, schedule andconstruction budget requirements, the Design Professional shall prepare, forapproval bytheOwner, Schematic Design Documents consisting ofdrawings andother documents illustrating thescaleandrelationship ofProject components. TheSchematic Design shall contemplate compliance with allapplicable laws, statutes, ordinances, codes andregulations. 2.2.5 TheDesign Professional shall submit totheOwner apreliminary detailed estimate ofConstruction Cost based oncurrent area, volume orother unit costs andwhich indicates thecost ofeach category ofwork involved inconstructing theProject and establishes anelapsed timefactor forthe period oftimefromthecommencement tothecompletion ofconstruction. 2.3 DESIGN DEVELOPMENT PHASE 2.3.1 Based ontheapproved Schematic Design Documents and any adjustments authorized bytheOwner intheprogram, schedule orconstruction budget, theDesign Professional shall prepare forapproval bytheOwner, Design Development Documents consisting ofdrawings and other documents tofixanddescribe thesizeandcharacter oftheProject astoarchitectural, structural, mechanical andelectrical systems, materials and such otherelements asmay beappropriate, which shall comply with allapplicable laws, statutes, ordinances, codes and regulations. Notwithstanding Owner'sapproval ofthedocuments, Design Professional represents thatthe Documents andspecifications will besufficient andadequate tofulfill the purposes oftheProject. 2.3.2 TheDesign Professional shall advise the Owner ofanyadjustments tothepreliminary estimate ofConstruction Cost inafurther Detailed Statement asdescribed inSection 2.2.5. 2.4CONSTRUCTION DOCUMENTS PHASE 2.4.1 Based ontheapproved Design Development Documents and anyfurther adjustments inthescope orquality oftheProject orintheconstruction budget authorized bythe Owner, theDesign Professional shall prepare, forapproval bytheOwner, Construction Documents consisting ofDrawings andSpecifications setting forth indetail requirements fortheconstruction oftheProject, which shall comply withallapplicable laws, statutes, ordinances, codes andregulations. 2.4.2 The Design Professional shall assisttheOwner inthepreparation ofthenecessary bidding orprocurement information, bidding orprocurement forms, theConditions ofthecontract, and theform ofAgreement between theOwner and contractor. 2.4.3 TheDesign Professional shall advise theOwner ofanyadjustments toprevious preliminary estimates ofConstruction Costindicated bychanges inrequirements orgeneral market conditions. 2.4.4 TheDesign Professional shall assist theOwner inconnection with theOwner'sresponsibility forfiling documents required fortheapproval of governmental authorities having jurisdiction over theProject. GC-1 465 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB 2.5 CONSTRUCTION CONTRACT PROCUREMENT 2.5.1 TheDesign Professional, following theOwner'sapproval oftheConstruction Documents andofthe latestpreliminary detailed estimate of Construction Cost, shall assist theOwner inprocuring aconstruction contract forthe Project through any procurement method thatislegally applicable tothe Project including without limitation, the competitive sealed bidding process. Although theOwner will consider theadvice oftheDesign Professional, theaward oftheconstruction contract isinthesolediscretion oftheOwner. 2.5.2 Ifthe construction contract amount forthe Project exceeds thetotalconstruction cost oftheProject assetforth intheapproved Detailed Statement ofProbable Construction Costs oftheProject submitted bytheDesign Professional, thentheDesign Professional, atitssole cost and expense, willrevise theConstruction Documents asmay berequired bytheOwner toreduce ormodify thequantity orquality ofthework sothatthe total construction cost oftheProject willnot exceed thetotalconstruction cost setforthintheapproved Detailed Statement ofProbable Construction Costs. 2.6 CONSTRUCTION PHASE - ADMINISTRATION OF THE CONSTRUCTION CONTRACT 2.6.1 TheDesign Professional'sresponsibility toprovide BasicServices fortheConstruction Phase under thisAgreement commences with theaward oftheContract forConstruction andterminates attheissuance tothe Owner ofthe final Certificate forPayment, unless extended under theterms of Subsection 8.3.2. 2.6.2 TheDesign Professional shall provide detailed administration oftheContract forConstruction assetforth below. Fordesign professionalss the administration shallalso beinaccordance withAIA document A201, General Conditions oftheContract forConstruction, current asofthedateof theAgreement asmay beamended bytheCityofDenton special conditions, unless otherwise provided inthe Agreement. Forengineers the administration shall alsobeinaccordance with theStandard Specifications forPublic Works Construction bytheNorth Central Texas Council of Governments, current asofthedate ofthe Agreement, unless otherwise provided inthe Agreement. 2.6.3 Construction Phase duties, responsibilities andlimitations ofauthority oftheDesign Professional shall notberestricted, modified orextended without written agreement oftheOwner andDesign Professional. 2.6.4 TheDesign Professional shall bearepresentative ofandshall advise andconsult with theOwner (1) during construction, and (2) attheOwner's direction from timetotime during the correction, orwarranty period described intheContract forConstruction. TheDesign Professional shall have authority toactonbehalf oftheOwner only tothe extent provided intheAgreement and these General Conditions, unless otherwise modified by written instrument. 2.6.5 The Design Professional shall observe theconstruction site atleast one time aweek, while construction isinprogress, andasreasonably necessary while construction isnotinprogress, tobecome familiar withtheprogress and quality oftheworkcompleted andtodetermine ifthe work isbeing performed inamanner indicating thatthework when completed will beinaccordance withtheContract Documents. Design Professional shallprovide Owner awritten report subsequent toeach on-sitevisit. Onthebasis ofon-siteobservations theDesign Professional shallkeepthe Owner informed oftheprogress andquality ofthework, andshall exercise theDegree ofCare anddiligence indiscovering andpromptly reporting totheOwner anyobservable defects ordeficiencies inthework ofContractor oranysubcontractors. TheDesign Professional represents that hewill follow Degree ofCare inperforming allServices under theAgreement. The Design Professional shall promptly correct any defective designs or specifications furnished bytheDesign Professional atnocost totheOwner. The Owner'sapproval, acceptance, useoforpayment foralloranypart of the Design Professional'sServices hereunder oroftheProject itselfshall innowayalter theDesign Professional'sobligations ortheOwner'srights hereunder. 2.6.6 TheDesign Professional shallnothave control overorcharge ofandshallnotberesponsible forconstruction means, methods, techniques, sequences orprocedures, orfor safetyprecautions andprograms inconnection with thework. The Design Professional shall notberesponsible for theContractor'sschedules orfailure tocarry outthe work inaccordance with the Contract Documents except insofar assuch failure may result from Design Professional'snegligent actsoromissions. TheDesign Professional shall nothave control overorcharge ofacts oromissions ofthe Contractor, Subcontractors, ortheiragents oremployees, orofanyotherpersons performing portions ofthework. 2.6.7 TheDesign Professional shall atalltimes have access totheworkwherever itisinpreparation orprogress. 2.6.8 Except asmay otherwise beprovided intheContract Documents orwhen direct communications have been specially authorized, the Owner and Contractor shall communicate through theDesign Professional. Communications byand withtheDesign Professional'sconsultants shallbe through theDesign Professional. 2.6.9 Based ontheDesign Professional'sobservations atthesiteofthework andevaluations oftheContractor'sApplications forPayment, theDesign Professional shall review andcertify theamounts due theContractor. 2.6.10 The Design Professional'scertification for payment shallconstitute arepresentation totheOwner, based ontheDesign Professional 'sobser- vations at thesiteasprovided inSubsection 2.6.5andonthedata comprising theContractor'sApplication forPayment, thatthe work hasprogressed tothe point indicated andthatthequality oftheWork isinaccordance with theContract Documents. The foregoing representations aresubject to minor deviations from theContract Documents correctable prior tocompletion andtospecific qualifications expressed bytheDesign Professional. The issuance ofaCertificate forPayment shallfurther constitute arepresentation thattheContractor isentitled topayment intheamount certified. However, theissuance ofaCertificate forPayment shall not bearepresentation thattheDesign Professional has (1) reviewed construction means, methods, techniques, sequences orprocedures, or (2) ascertained how orforwhat purpose theContractor hasused money previously paid onaccount ofthe Contract Sum. 2.6.11 TheDesign Professional shall havetheresponsibility andauthority toreject workwhich does notconform totheContract Documents. Whenever theDesign Professional considers itnecessary oradvisable forimplementation ofthe intent oftheContract Documents, the Design Professional willhave authority torequire additional inspection ortesting ofthework inaccordance withtheprovisions oftheContract Documents, whether ornotsuch Work isfabricated, installed orcompleted. However, neither thisauthority oftheDesign Professional nor adecision made in goodfaith either toexercise ornotexercise such authority shall giverise toaduty orresponsibility oftheDesign Professional totheContractor, Subcontractors, material and equipment suppliers, their agents oremployees orother persons performing portions ofthework. GC-2 466 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB 2.6.12 TheDesign Professional shallreview andapprove ortake other appropriate action upon Contractor'ssubmittals such asShop Drawings, Product DataandSamples forthepurpose of (1) determining compliance with applicable laws, statutes, ordinances andcodes; and (2) determining whether ornotthe work, when completed, will beincompliance withtherequirements oftheContract Documents. TheDesign Professional shall actwith such reasonable promptness tocause nodelay inthe workorintheconstruction oftheOwner orofseparate contractors, while allowing sufficient timeintheDesign Professional'sprofessional judgment topermit adequate review. Review ofsuchsubmittals isnotconducted for the purpose ofdetermining theaccuracy andcompleteness ofother details such asdimensions andquantities orforsubstantiating instructions for installation orperformance ofequipment orsystems designed bytheContractor, allofwhich remain theresponsibility oftheContractor totheextent required bytheContract Documents. The Design Professional'sreview shall notconstitute approval ofsafety precautions or, unless otherwise specifically stated bytheDesign Professional, ofconstruction means, methods, techniques, sequences orprocedures. TheDesign Professional's approval ofaspecific item shallnotindicate approval ofanassembly ofwhich theitemisacomponent. When professional certification of performance characteristics ofmaterials, systems orequipment isrequired bytheContract Documents, theDesign Professional shallbeentitled to relyuponsuch certification toestablish that the materials, systems orequipment willmeet theperformance criteria required bythe Contract Documents. 2.6.13 The Design Professional shall prepare Change Orders and Construction Change Directives, withsupporting documentation anddata ifdeemed necessary bytheDesign Professional asprovided inSubsections 3.1.1and 3.3.3, forthe Owner'sapproval and execution inaccordance with the Contract Documents, and may authorize minor changes inthework notinvolving anadjustment intheContract Sumoran extension ofthe Contract Time which arenotinconsistent with theintent oftheContract Documents. 2.6.14 On behalf ofthe Owner, theDesign Professional shall conduct inspections todetermine the datesofSubstantial Completion and Final Completion, andifrequested bytheOwner shall issueCertificates ofSubstantial and Final Completion. The Design Professional will receive and review written guarantees and related documents required bytheContract forConstruction tobeassembled bytheContractor andshall issue afinal certificate for Payment upon compliance with the requirements oftheContract Documents. 2.6.15 TheDesign Professional shall interpret andprovide recommendations onmatters concerning performance ofthe Owner andContractor under therequirements oftheContract Documents onwritten request ofeither theOwner orContractor. The Design Professional'sresponse tosuch requests shall bemade with reasonable promptness and within anytime limits agreed upon. 2.6.16 Interpretations anddecisions oftheDesign Professional shall beconsistent with theintent ofandreasonably inferable from the Contract Documents andshall beinwriting orintheform ofdrawings. When making such interpretations andinitialdecisions, theDesign Professional shall endeavor tosecure faithful performance byboth Owner andContractor, andshallnotbeliable forresults orinterpretations ordecisions sorendered ingood faithinaccordance with alltheprovisions ofthisAgreement andintheabsence ofnegligence. 2.6.17 TheDesign Professional shall render written decisions within areasonable time onallclaims, disputes orother matters inquestion between theOwner andContractor relating totheexecution orprogress ofthework asprovided inthe Contract Documents. 2.6.18 The Design Professional (1) shall render services under theAgreement inaccordance withthe Degree ofCare; (2) willreimburse theOwner foralldamages caused bythedefective designs theDesign Professional prepares; and (3) byacknowledging payment bytheOwner ofanyfeesdue, shall notbereleased fromany rights the Owner mayhaveunder theAgreement ordiminish any oftheDesign Professional'sobligations thereunder. 2.6.19 The Design Professional shall provide theOwner withfoursets ofreproducible prints showing allsignificant changes totheConstruction Documents during the Construction Phase. ARTICLE 3 ADDITIONAL SERVICES 3.1 GENERAL 3.1.1 The services described inthisArticle 3are notincluded inBasicServices unless soidentified intheAgreement orProposal, and theyshall be paid for bytheOwner asprovided intheAgreement, inaddition tothecompensation forBasic Services. Theservices described under Sections 3.2 and 3.4shall onlybeprovided ifauthorized orconfirmed inwriting bytheOwner. Ifservices described under Contingent Additional Services in Section 3.3arerequired duetocircumstances beyond the Design Professional'scontrol, theDesign Professional shall notify theOwner inwriting and shall notcommence such additional services until itreceives written approval fromtheOwner toproceed. IftheOwner indicates inwriting thatall orpartofsuch Contingent Additional Services arenotrequired, theDesign Professional shall havenoobligation toprovide those services. Owner will beresponsible forcompensating theDesign Professional for Contingent Additional Services onlyiftheyarenotrequired due tothenegligence orfault ofDesign Professional. 3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES 3.2.1 Ifmore extensive representation atthe sitethanisdescribed inSubsection 2.6.5isrequired, theDesign Professional shall provide oneormore Project Representatives toassist incarrying out such additional on-site responsibilities. 3.2.2 Project Representatives shall beselected, employed anddirected bytheDesign Professional, and theDesign Professional shall becompensated therefor asagreed bytheOwner andDesign Professional. 3.3 CONTINGENT ADDITIONAL SERVICES 3.3.1 Making material revisions inDrawings, Specifications orother documents when suchrevisions are: 1. inconsistent with approvals orinstructions previously given bythe Owner, including revisions made necessary byadjustments inthe Owner'sprogram orProject budget; 2. required bytheenactment orrevision ofcodes, laws orregulations subsequent tothepreparation ofsuch documents, or 3. due tochanges required asaresult oftheOwner'sfailure torender decision inatimely manner. GC-3 467 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB 3.3.2 Providing services required because ofsignificant changes intheProject including, butnotlimited to, size, quality, complexity, ortheOwner's schedule, except for services required under Subsection 2.5.2. 3.3.3 Preparing Drawings, Specifications and other documentation andsupporting data, and providing other services inconnection withChange Orders andConstruction Change Directives. 3.3.4 Providing consultation concerning replacement ofwork damaged byfire orother cause during construction, and furnishing services required inconnection with thereplacement ofsuch work. 3.3.5 Providing services made necessary by thedefault oftheContractor, bymajor defects ordeficiencies inthework ofthe Contractor, orbyfailure ofperformance ofeither theOwner orContractor under theContract forConstruction. 3.3.6 Providing services inevaluating anextensive number ofclaims submitted bytheContractor orothers inconnection withthe work. 3.3.7 Providing services inconnection with apublic hearing, arbitration proceeding orlegalproceeding except where the Design Professional isparty thereto. 3.3.8 Providing services inaddition tothose required byArticle 2forpreparing documents for alternate, separate orsequential bids orproviding services inconnection withbidding orconstruction prior tothe completion oftheConstruction Documents Phase. 3.3.9 Notwithstanding anything contained intheAgreement, Proposal orthese General Conditions tothe contrary, allservices described inthis Article 3that arecaused ornecessitated inwhole orinpart due tothenegligent actoromission oftheDesign Professional shallbeperformed bythe Design Professional asapart oftheBasic Services under theAgreement withnoadditional compensation above and beyond thecompensation due theDesign Professional fortheBasic Services. Theintervening orconcurrent negligence ofthe Owner shallnotlimit theDesign Professional’s obligations under thisSubsection 3.3.9. 3.4 OPTIONAL ADDITIONAL SERVICES 3.4.1 Providing financial feasibility orother special studies. 3.4.2 Providing planning surveys, site evaluations orcomparative studies ofprospective sites. 3.4.3 Providing special surveys, environmental studies andsubmissions required forapprovals ofgovernmental authorities orothers having jurisdiction over theProject. 3.4.4 Providing services relative tofuture facilities, systems andequipment. 3.4.5 Providing services toinvestigate existing conditions orfacilities ortomake measured drawings thereof. 3.4.6 Providing services toverify theaccuracy ofdrawings orother information furnished bytheOwner. 3.4.7 Providing coordination ofconstruction performed byseparate contractors orbytheOwner'sownforces andcoordination ofservices required inconnection with construction performed andequipment supplied bythe Owner. 3.4.8 Providing detailed quantity surveys orinventories ofmaterial, equipment andlabor. 3.4.9 Providing analyses ofoperating andmaintenance costs. 3.4.10 Making investigations, inventories ofmaterials orequipment, orvaluations anddetailed appraisals ofexisting facilities. 3.4.12 Providing assistance inthe utilization of equipment orsystems suchastesting, adjusting andbalancing, preparation ofoperation and maintenance manuals, training personnel foroperation and maintenance andconsultation during operation. 3.4.13 Providing interior design and similar services required for orin connection with theselection, procurement orinstallation offurniture, furnishings andrelated equipment. 3.4.14 Providing services other thanasprovided inSection 2.6.4, afterissuance totheOwner ofthefinalCertificate forPayment andexpiration of theWarranty period oftheContract forConstruction. 3.4.15 Providing services ofconsultants forother than architectural, civil, structural, mechanical andelectrical engineering portions oftheProject provided asapart ofBasic Services. 3.4.16 Providing anyother services nototherwise included inthisAgreement ornotcustomarily furnished inaccordance with generally accepted architectural practice. 3.4.17 Preparing asetofreproducible record drawings inaddition tothose required bySubsection 2.6.19, showing significant changes inthework made during construction basedonmarked-upprints, drawings andotherdata furnished bytheContractor totheDesign Professional. 3.4.18Notwithstanding anything contained intheAgreement, Proposal orthese General Conditions tothe contrary, allservices described inthis Article 3that arecaused ornecessitated inwhole orinpart duetothenegligent actoromission oftheDesign Professional shall beperformed bythe Design Professional asapart oftheBasic Services under theAgreement withnoadditional compensation above and beyond thecompensation due theDesign Professional fortheBasic Services. Theintervening orconcurrent negligence ofthe Owner shallnotlimit theDesign Professional’s obligations under thisSubsection 3.4.18. GC-4 468 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB ARTICLE 4 OWNER'SRESPONSIBILITIES 4.1 TheOwner shall consult with theDesign Professional regarding requirements fortheProject, including (1) the Owner's objectives, (2) schedule and design constraints andcriteria, including space requirements andrelationships, flexibility, expendability, special equipment, systems and site requirements, asmore specifically described inSubsection 2.2.1. 4.2 TheOwner shallestablish and update anoverall budget fortheProject, including theConstruction Cost, theOwner'sother costsand reasonable contingencies related toallofthese costs. 4.3 Ifrequested bytheDesign Professional, the Owner shall furnish evidence thatfinancial arrangements have been made tofulfill theOwner's obligations under this Agreement. 4.4 TheOwner shall designate arepresentative authorized toactontheOwner'sbehalf withrespect totheProject. The Owner orsuch authorized representative shall render decisions inatimely manner pertaining todocuments submitted bytheDesign Professional inorder toavoid unreasonable delay intheorderly and sequential progress oftheDesign Professional'sservices. 4.5 Where applicable, the Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations forthesiteofthe Project, and awritten legal description ofthesite. The surveys andlegalinformation shall include, asapplicable, grades andlines ofstreets, alleys, pavements and adjoining property and structures; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries andcontours ofthesite; locations, dimensions andnecessary data pertaining toexisting buildings, other improvements andtrees; and information concerning available utility services andlines, bothpublic andprivate, above and below grade, including inverts anddepths. All the information onthesurvey shallbereferenced toaproject benchmark. 4.6 Where applicable, theOwner shall furnish theservices ofgeotechnical engineers when such services arerequested bytheDesign Professional. Suchservices may include butare notlimited totestborings, test pits, determinations ofsoilbearing values, percolation tests, evaluations ofhazardous materials, ground corrosion andresistivity tests, including necessary operations foranticipating sub-soilconditions, with reports and appropriate professional recommendations. 4.6.1 The Owner shallfurnish theservices ofother consultants when such services arereasonably required bythescope oftheProject and are requested bytheDesign Professional andarenotretained bythe Design Professional aspart ofitsBasic Services orAdditional Services. 4.7 When notapartoftheAdditional Services, theOwner shall furnish structural, mechanical, chemical, airandwater pollution tests, tests of hazardous materials, andother laboratory andenvironmental tests, inspections and reports required bylaw ortheContract Documents. 4.8 The Owner shall furnish alllegal, accounting andinsurance counseling services asmay benecessary atany time for theProject, including auditing services the Owner mayrequire toverify theContractor'sApplications for Payment ortoascertain how orfor whatpurposes theContractor hasused themoney paidbyoronbehalf oftheOwner. 4.9 Theservices, information, surveys andreports required byOwner under Sections 4.5through 4.8shallbefurnished attheOwner'sexpense, and theDesign Professional shall beentitled torely upon theaccuracy andcompleteness thereof intheabsence ofany negligence onthepart oftheDesign Professional. 4.10 TheOwner shall give prompt written notice totheDesign Professional iftheOwner becomes aware ofany faultordefect intheProject or nonconformance with theContract Documents. esign Professional's4.11 Design Professional shall propose language forcertificates orcertifications toberequested oftheDesign Professional or D consultants and shall submit such totheOwner forreview andapproval atleast fourteen (14) daysprior toexecution. The Owner agrees not torequest certifications thatwould require knowledge orservices beyond the scope oftheAgreement. ARTICLE 5 CONSTRUCTION COST 5.1 CONSTRUCTION COST DEFINED 5.1.1 The Construction Costshall bethetotal costorestimated cost totheOwner ofallelements oftheProject designed orspecified bytheDesign Professional. 5.1.2 The Construction Costshallinclude thecost atcurrent market ratesoflabor and materials furnished bytheOwner and equipment designed, specified, selected orspecially provided forbythe Design Professional, plus areasonable allowance fortheContractor'soverhead and profit. In addition, areasonable allowance for contingencies shall beincluded for market conditions atthetime ofbidding andforchanges intheworkduring construction. 5.1.3 Construction Cost doesnotinclude thecompensation oftheDesign Professional and Design Professional'sconsultants, thecostsoftheland, rights-of-way, financing orother costs which aretheresponsibility oftheOwner asprovided inArticle 4. 5.2 RESPONSIBILITY FOR CONSTRUCTION COST 5.2.1 Evaluations oftheOwner'sProject budget, preliminary estimates ofConstruction Cost anddetailed estimates ofConstruction Cost prepared by theDesign Professional represent theDesign Professional'sbestjudgment asadesign professional familiar with the construction industry. Itis recognized, however, thatneither theDesign Professional northeOwner hascontrol overthecost oflabor, materials orequipment, over the Con- tractor'smethods ofdetermining bidprices, orover competitive bidding ormarket conditions. Accordingly, theDesign Professional cannot anddoes not warrant orrepresent thatbids orcostproposals will notvary from theOwner'sProject budget orfrom anyestimate ofConstruction Cost or evaluation prepared oragreed tobytheDesign Professional. GC-5 469 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB 5.2.2 Nofixed limit ofConstruction Costshallbeestablished asacondition oftheAgreement bythe furnishing, proposal orestablishment of aProject budget, unless suchfixed limit hasbeenagreed uponinwriting andsigned bytheparties thereto. Ifsuch afixed limithasbeen established, the Design Professional shall bepermitted toinclude contingencies fordesign, bidding and price escalation, todetermine what materials, equipment, component systems and types ofconstruction aretobeincluded intheContract Documents, tomake reasonable adjustments inthescope oftheProject andto include intheContract Documents alternate bidstoadjust theConstruction Costtothefixedlimit. Fixed limits, ifany, shallbeincreased inthe amount ofanincrease intheContract Sum occurring after execution oftheContract forConstruction. 5.2.3 IftheProcurement Phase hasnot commenced within 90daysafter theDesign Professional submits theConstruction Documents tothe Owner, any Project budget orfixed limit ofConstruction Cost shall beadjusted toreflect changes inthegeneral levelofprices intheconstruction industry between thedate ofsubmission oftheConstruction Documents totheOwner andthedateonwhich proposals are sought. ARTICLE 6 OWNERSHIP AND USE OF DOCUMENTS 6.1 TheDrawings, Specifications andotherdocuments prepared bytheDesign Professional forthisProject areinstruments oftheDesign Professional'sservice and shallbecome theproperty oftheOwner upontermination orcompletion oftheAgreement. The Design Professional isentitled toretain copies ofallsuch documents. Suchdocuments are intended only beapplicable tothis Project, andOwner’suseofsuchdocuments inotherprojects shall beatOwner’ssolerisk andexpense. Intheevent the Owner uses anyoftheinformation ormaterials developed pursuant tothe Agreement inanother project orforother purposes than arespecified intheAgreement, theDesign Professional isreleased from anyand allliability relating totheir use inthat project 6.2 Submission ordistribution ofdocuments tomeet official regulatory requirements orforsimilar purposes inconnection with theProject isnottobeconstrued aspublication inderogation oftheDesign Professional'sreserved rights. ARTICLE 7 TERMINATION, SUSPENSION ORABANDONMENT 7.1 TheDesign Professional may terminate theAgreement upon notlessthan thirty dayswritten notice should the Owner failsubstantially toperform in accordance with theterms oftheAgreement through nofaultoftheDesign Professional. Owner mayterminate theAgreement orany phase thereof withor without cause upon thirty (30) days prior written notice totheDesign Professional. Allwork and labor being performed under the Agreement shallcease immediately uponDesign Professional’sreceipt ofsuchnotice. Before theend ofthethirty (30) dayperiod, Design Professional shallinvoice theOwner for allwork itsatisfactorily performed prior tothe receipt ofsuchnotice. Noamount shallbedueforlostoranticipated profits. All plans, field surveys, andother datarelated totheProject shall become property oftheOwner upon termination ofthe Agreement andshall bepromptly delivered totheOwner inareasonably organized form. Should Owner subsequently contract withanewDesign Professional forcontinuation ofservices ontheProject, Design Professional shall cooperate inproviding information. 7.2 IftheProject issuspended bytheOwner formore than 30consecutive days, theDesign Professional shall becompensated forservices satisfactorily performed prior tonotice ofsuch suspension. When theProject isresumed, theDesign Professional'scompensation shall beequitably adjusted toprovide for expenses incurred inthe interruption andresumption oftheDesign Professional'sservices. 7.3 TheAgreement may beterminated bythe Owner upon notless than seven days written notice totheDesign Professional intheevent thattheProject is permanently abandoned. IftheProject isabandoned bythe Owner formorethan 90consecutive days, theDesign Professional ortheOwner mayterminate the Agreement bygiving written notice. 7.4 Failure oftheOwner tomake payments totheDesign Professional forwork satisfactorily completed inaccordance withthe Agreement shall beconsidered substantial nonperformance andcause fortermination. 7.5 IftheOwner failstomake payment toDesign Professional within thirty (30) days ofreceipt ofastatement forservices properly and satisfactorily performed, theDesign Professional may, uponseven days written notice totheOwner, suspend performance ofservices under theAgreement. 7.6 Intheevent oftermination notthefault oftheDesign Professional, theDesign Professional shall becompensated forservices properly and satisfactorily performed prior totermination. ARTICLE 8 PAYMENTS TOTHE DESIGN PROFESSIONAL 8.1 DIRECT PERSONNEL EXPENSE 8.1.1 Direct Personnel Expense isdefined asthe direct salaries oftheDesign Professional'spersonnel engaged ontheProject and theportion ofthe cost oftheir mandatory andcustomary contributions andbenefits related thereto, such asemployment taxesand other statutory employee benefits, insurance, sickleave, holidays, vacations, pensions andsimilar contributions andbenefits. 8.2 REIMBURSABLE EXPENSES 8.2.1 Reimbursable Expenses are inaddition tocompensation forBasic and Additional Services andinclude expenses incurred bythe Design Professional andDesign Professional'semployees and consultants intheinterest oftheProject, asidentified inthe following Clauses. 8.2.1.1 Expense oftransportation inconnection with theProject; expenses inconnection with authorized out-of-town travel; long-distance communications; and fees paid forsecuring approval ofauthorities having jurisdiction overtheProject. 8.2.1.2 Expense ofreproductions (except thereproduction ofthesetsofdocuments referenced inSubsection 2.6.19), postage and handling ofDrawings, Specifications andother documents. 8.2.1.3 Ifauthorized inadvance bytheOwner, expense ofovertime work requiring higher thanregular rates. 8.2.1.4 Expense ofrenderings, models and mock-upsrequested bytheOwner. 8.2.1.5 Expense ofcomputer-aided design anddrafting equipment timewhen used inconnection with theProject. 8.2.1.6 Other expenses thatareapproved inadvance inwriting bytheOwner. GC-6 470 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB 8.3 PAYMENTS ONACCOUNT OFBASIC SERVICES 8.3.1 Payments forBasic Services shallbemade monthly and, where applicable, shall beinproportion toservices performed within each phase of service, onthe basissetforthinSection 2of theAgreement and theschedule ofwork. 8.3.2 Ifandtotheextent thatthetime initially established inthe Agreement isexceeded orextended through nofault oftheDesign Professional, compensation forany services rendered during theadditional period of timeshall becomputed inthe manner setforthinSection 2of the Agreement. 8.3.3 When compensation isbased onapercentage ofConstruction Cost andanyportions oftheProject aredeleted orotherwise notconstructed, compensation forthoseportions oftheProject shall bepayable tothe extent services areperformed onthose portions, inaccordance withtheschedule setforthinSection 2oftheAgreement based on (1) thelowest bona fidebid or (2) ifnosuch bid orproposal isreceived, themost recent preliminary estimate ofConstruction Cost ordetailed estimate ofConstruction Costfor suchportions ofthe Project. 8.4 PAYMENTS ONACCOUNT OFADDITIONAL SERVICES 8.4.1 Payments onaccount oftheDesign Professional'sAdditional Services andforReimbursable Expenses shall bemade monthly within 30days after thepresentation totheOwner oftheDesign Professional'sstatement ofservices rendered orexpenses incurred. 8.5 PAYMENTS WITHHELD Nodeductions shall bemade from theDesign Professional'scompensation onaccount ofpenalty, liquidated damages or other sums withheld from payments tocontractors, oronaccount ofthecost ofchanges inthework other than those forwhich theDesign Professional is responsible. 8.6 DESIGN PROFESSIONAL'SACCOUNTING RECORDS Design Professional shall make available toOwner orOwner'sauthorized representative records ofReimbursable Expenses andexpenses pertaining toAdditional Services and services performed onthe basis ofamultiple ofDirect Personnel Expense forinspection and copying during regular business hours forthreeyearsafterthedate ofthefinalCertificate ofPayment, oruntil anylitigation related totheProject isfinal, whichever dateislater. ARTICLE 9 INDEMNITY 9.1 The Design Professional shallindemnify and saveand holdharmless theOwner and itsofficers, agents, and employees from and against any and allliability, claims, demands, damages, losses, and expenses, including, but not limited tocourt costs and reasonable attorney fees incurred by the Owner, andincluding, without limitation, damages forbodily andpersonal injury, death andproperty damage, resulting from thenegligent actsor omissions ofthe Design Professional oritsofficers, shareholders, agents, oremployees inthe performance oftheAgreement. 9.2 Nothing herein shall beconstrued tocreate aliability toanyperson who isnotaparty totheAgreement, andnothing herein shall waive anyofthe parties’ defenses, bothatlaworequity, toanyclaim, cause ofaction, orlitigation filed byanyone notaparty totheAgreement, including thedefense ofgovernmental immunity, which defenses arehereby expressly reserved. ARTICLE 10INSURANCE During theperformance oftheServices under the Agreement, Design Professional shall maintain thefollowing insurance with aninsurance company licensed orauthorized todobusiness intheState ofTexas bytheState Insurance Commission oranysuccessor agency thathasarating withBestRate Carriers ofatleastanA- orabove: 10.1Comprehensive General Liability Insurance with bodily injury limits ofnotlessthan $1,000,000 foreach occurrence and notlessthan $2,000,000 intheaggregate, andwithproperty damage limits ofnotlessthan $100,000 foreachoccurrence and notlessthan $250,000intheaggregate. 10.2Automobile Liability Insurance with bodily injury limits ofnotless than $500,000foreach person and not lessthan $500,000 foreach accident, andwith property damage limits ofnot less than $100,000foreach accident. 10.3Worker’sCompensation Insurance inaccordance withstatutory requirements, and Employers’ Liability Insurance with limits ofnotless than 100,000for each accident including occupational disease. 10.4Deleted 10.5The Design Professional shall furnish insurance certificates orinsurance policies totheOwner evidencing insurance incompliance withthis Article 10atthe timeoftheexecution oftheAgreement. TheGeneral Liability and Automobile Liability insurance policies shall name theOwner asan additional insured, theWorkers’ Compensation policy shall contain awaiver ofsubrogation infavor ofthe Owner, and eachpolicy shall contain a provision thatsuch insurance shall notbecanceled ormodified without thirty (30) days’ prior written notice toOwner andDesign Professional. Insuch event, theDesign Professional shall, prior totheeffective dateofthechange orcancellation, furnish Owner with substitute certificates ofinsurance meeting therequirements ofthisArticle 10. ARTICLE 11 MISCELLANEOUS PROVISIONS 11.1 TheAgreement shall begoverned bythelawsoftheState ofTexas. Venue ofany suitorcause ofaction under theAgreement shalllieexclusively in Denton County, Texas. 11.2 TheOwner andDesign Professional, respectively, bind themselves, their partners, successors, assigns andlegal representatives totheother party tothis Agreement and tothepartners, successors, assigns andlegal representatives ofsuchother party with respect toallcovenants ofthisAgreement. The Design Professional shallnotassign itsinterests intheAgreement without thewritten consent oftheOwner. 11.3 Theterm Agreement asusedherein includes theexecuted Agreement, theProposal, these General Conditions andother attachments referenced inSection 3oftheAgreement which together represent theentire and integrated agreement between theOwner and Design Professional andsupersedes allprior negotiations, representations oragreements, either written ororal. TheAgreement may beamended only bywritten instrument signed byboth Owner and Design Professional. When interpreting theAgreement theexecuted Agreement, Proposal, these General Conditions andtheother attachments referenced in Section 3oftheAgreement shall totheextent thatisreasonably possible beread soastoharmonize theprovisions. However, should theprovisions ofthese documents beinconflict sothattheycannotbereasonably harmonized, such documents shall begiven priority inthefollowing order: GC-7 471 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB 1. The executed Agreement 2. Attachments referenced inSection 3oftheAgreement other than theProposal 3. These General Provisions 4. The Proposal 11.4 Nothing contained intheAgreement shallcreate acontractual relationship withoracause ofaction infavor ofathird party against either theOwner or Design Professional. 11.5 Upon receipt ofprior written approval ofOwner, theDesign Professional shallhave theright toinclude representations ofthedesign oftheProject, including photographs oftheexterior andinterior, among theDesign Professional’spromotional andprofessional materials. The Design Professional's materials shall notinclude theOwner'sconfidential orproprietary information iftheOwner has previously advised theDesign Professional inwriting of the specific information considered bytheOwner tobeconfidential orproprietary. TheOwner shallprovide professional credit forthe Design Professional onthe construction sign andinthepromotional materials fortheProject. 11.6 Approval bytheOwner shallnotconstitute, norbedeemed arelease ofthe responsibility andliability oftheDesign Professional, itsemployees, associates, agents, subcontractors, andsubconsultants fortheaccuracy andcompetency oftheirdesigns orother work; norshallsuchapproval bedeemed tobeanassumption ofsuch responsibility bytheOwner forany defect inthedesign orother work prepared bytheDesign Professional, itsemployees, subcontractors, agents, and consultants. 11.7 Allnotices, communications, andreports required orpermitted under theAgreement shall bepersonally delivered ormailed tothe respective parties bydepositing same intheUnited States mailtothe address shown below signature block ontheAgreement, certified mail, return receipt requested, unless otherwise specified herein. Allnotices shall bedeemed effective upon receipt by theparty towhom suchnotice isgiven, orwithin three (3) daysaftermailing. 11.8 Ifany provision oftheAgreement isfound ordeemed byacourt ofcompetent jurisdiction tobeinvalid orunenforceable, itshallbeconsidered severable from the remainder oftheAgreement andshall notcause theremainder tobeinvalid orunenforceable. Insuch event, theparties shall reform theAgreement toreplace suchstricken provision with avalid andenforceable provision which comes asclose aspossible toexpressing theintention of thestricken provision. 11.9 The Design Professional shallcomply with allfederal, state, and local laws, rules, regulations, and ordinances applicable tothe workcovered hereunder asthey may now readorhereinafter beamended during the term ofthis Agreement. 11.10 Inperforming theServices required hereunder, theDesign Professional shall notdiscriminate against any person onthe basis ofrace, color, religion, sex, national origin orancestry, age, orphysical handicap. 11.11 Thecaptions oftheAgreement areforinformational purposes only, andshall notinany way affect thesubstantive terms orconditions ofthe Agreement GC-8 472 DocuSign Envelope ID: 90A7DB89-2817-4CCA-8437-28708659B3DB Exhibit CONFLICTOFINTERESTQUESTIONNAIRE - FORMCIQ Forvendororotherpersondoingbusinesswithlocalgovernmentalentity Thisquestionnaire reflectschangesmadetothelawbyH.B. 23, 84thLeg., RegularSession. This questionnaire isbeing filed inaccordance withChapter 176, Local Government Code, byavendor whohasabusiness relationship as defined bySection 176.001(1-a) with alocal governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must befiled with therecords administrator ofthelocal government entity notlater than the 7thbusiness day after the date thevendor becomes aware offacts that require thestatement tobefiled. SeeSection 176.006(a-1), Local Government Code. Avendor commits anoffense ifthevendor knowingly violates Section 176.006, Local Government Code. Anoffense under thissection isa misdemeanor. Nameofvendor whohasabusiness relationship withlocalgovernmental entity. 1 2 Check thisboxifyouarefilinganupdatetoapreviously filedquestionnaire. thThelawrequiresthatyoufileanupdatedcompletedquestionnairewiththeappropriatefilingauthoritynotlaterthanthe7business dayafterthedateonwhichyoubecame aware thattheoriginally filedquestionnaire was incomplete orinaccurate.) 3 Name oflocalgovernment officer about whom theinformation inthissection isbeingdisclosed. Name ofOfficer Thissection, (item 3including subparts A, B, C & D), must becompleted foreach officer with whom thevendor hasanemployment orother business relationship asdefined bySection 176.001(1-a), Local Government Code. Attachadditional pages tothisFormCIQ asnecessary. A. Isthelocalgovernment officer named inthissection receiving orlikelytoreceive taxable income, other than investment income, from thevendor? Yes No B. Isthevendor receiving orlikely toreceive taxable income, other than investment income, from oratthedirection ofthelocalgovernment officer named inthis section AND thetaxable income isnot received from thelocal governmental entity? Yes No C. Isthefiler ofthisquestionnaire employed byacorporation orother business entitywithrespect towhich thelocal government officer serves asan officer ordirector, orholdsanownership ofonepercent ormore? Yes No D. Describe eachemployment orbusiness andfamily relationship withthelocal government officer named inthis section. 4 IhavenoConflictofInterest todisclose. 5 Signature ofvendor doing business withthegovernmental entity Date 473 Certificate OfCompletion Envelope Id: 90A7DB8928174CCA843728708659B3DBStatus: Completed Subject: City Council Docusign Item - 6137 Source Envelope: Document Pages: 41Signatures: 4Envelope Originator: Certificate Pages: 6Initials: 0Jody Word AutoNav: Enabledjody.word@cityofdenton.com EnvelopeId Stamping: EnabledIP Address: 129.120.6.150 Time Zone: (UTC-08:00) Pacific Time (US & Canada) Record Tracking Status: OriginalHolder: Jody WordLocation: DocuSign 6/7/2016 2:08:39PM jody.word@cityofdenton.com Signer EventsSignatureTimestamp Jody WordSent: 6/7/2016 2:18:30 PMCompleted jody.word@cityofdenton.comViewed: 6/7/2016 2:18:40 PM BuyerSigned: 6/7/2016 2:20:50 PM Using IPAddress: 129.120.6.150CityofDenton Security Level: Email, Account Authentication Optional) Electronic Record and Signature Disclosure: Not Offered viaDocuSign ID: Ron King, P.E.Sent: 6/7/2016 2:20:52 PM rgk@freese.comViewed: 6/7/2016 3:00:55 PM Security Level: Email, Account Authentication Signed: 6/7/2016 3:02:32PM Optional) Using IPAddress: 97.75.108.130 Electronic Record and Signature Disclosure: Accepted: 6/7/2016 3:00:55PM ID: 8cf6269a-6db7-463d-b414-93b76d883806 John KnightSent: 6/7/2016 3:02:36 PM john.knight@cityofdenton.comViewed: 6/7/2016 3:02:52 PM Deputy City AttorneySigned: 6/7/2016 3:03:08 PM City ofDenton Using IPAddress: 129.120.6.150SecurityLevel: Email, Account Authentication Optional) Electronic Record and Signature Disclosure: Not Offered viaDocuSign ID: Julia WinkleySent: 6/7/2016 3:03:10 PMCompleted julia.winkley@cityofdenton.comViewed: 6/9/2016 7:39:28 AM Contracts Administration SupervisorSigned: 6/21/2016 2:04:35 PM Using IPAddress: 129.120.6.150CityofDenton Security Level: Email, Account Authentication Optional) Electronic Record and Signature Disclosure: Not Offered viaDocuSign ID: 474 Signer EventsSignatureTimestamp George C. CampbellSent: 6/21/2016 2:04:39 PM george.campbell@cityofdenton.comViewed: 6/22/2016 1:54:57 PM City ManagerSigned: 6/22/2016 1:55:11 PM City ofDenton Using IPAddress: 129.120.6.150SecurityLevel: Email, Account Authentication Optional) Electronic Record and Signature Disclosure: Not Offered viaDocuSign ID: Jennifer WaltersSent: 6/22/2016 1:55:14 PM jennifer.walters@cityofdenton.comViewed: 6/23/2016 6:50:32 AM City SecretarySigned: 6/23/2016 6:50:46 AM City ofDenton Using IPAddress: 129.120.6.150SecurityLevel: Email, Account Authentication Optional) Electronic Record and Signature Disclosure: Not Offered viaDocuSign ID: InPerson Signer EventsSignatureTimestamp Editor Delivery EventsStatusTimestamp Agent Delivery EventsStatusTimestamp Intermediary Delivery EventsStatusTimestamp Certified Delivery EventsStatusTimestamp Carbon Copy EventsStatusTimestamp Julia WinkleySent: 6/7/2016 3:02:34 PM julia.winkley@cityofdenton.com Contracts Administration Supervisor City ofDenton Security Level: Email, Account Authentication Optional) Electronic Record and Signature Disclosure: Not Offered viaDocuSign ID: Sherri ThurmanSent: 6/7/2016 3:02:34 PM sherri.thurman@cityofdenton.com Security Level: Email, Account Authentication Optional) Electronic Record and Signature Disclosure: Not Offered viaDocuSign ID: Jane RichardsonSent: 6/21/2016 2:04:37 PM jane.richardson@cityofdenton.comViewed: 6/22/2016 6:19:33 AM Security Level: Email, Account Authentication Optional) Electronic Record and Signature Disclosure: Not Offered viaDocuSign ID: Robin FoxSent: 6/21/2016 2:04:38 PM Robin.fox@cityofdenton.com Security Level: Email, Account Authentication Optional) 475 Carbon Copy EventsStatusTimestamp Electronic Record and Signature Disclosure: Accepted: 10/9/2015 11:39:51AM ID: 04463961-03db-4c4d-9228-d660d6146ed6 Jennifer BridgesSent: 6/23/2016 6:50:49 AM jennifer.bridges@cityofdenton.comViewed: 6/23/2016 8:32:19 AM Procurement Assistant City ofDenton Security Level: Email, Account Authentication Optional) Electronic Record and Signature Disclosure: Not Offered viaDocuSign ID: Jane RichardsonSent: 6/23/2016 6:50:50 AM jane.richardson@cityofdenton.com Security Level: Email, Account Authentication Optional) Electronic Record and Signature Disclosure: Not Offered viaDocuSign ID: Notary EventsTimestamp Envelope Summary EventsStatusTimestamps Envelope SentHashed/Encrypted6/23/2016 6:50:50 AM Certified DeliveredSecurity Checked6/23/2016 6:50:50 AM Signing CompleteSecurity Checked6/23/2016 6:50:50 AM CompletedSecurity Checked6/23/2016 6:50:50 AM Electronic Record andSignature Disclosure 476 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE Fromtimetotime, CityofDenton (we, usorCompany) mayberequired bylawtoprovide to youcertainwritten noticesordisclosures. 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Bychecking the 'IAgree' box, Iconfirm that: IcanaccessandreadthisElectronicCONSENT TOELECTRONIC RECEIPTOF ELECTRONIC RECORDANDSIGNATURE DISCLOSURES document; and Icanprintonpaperthedisclosure orsaveorsendthedisclosure toaplacewhereIcan printit, forfuturereferenceandaccess; and UntilorunlessInotifyCityofDentonasdescribed above, Iconsenttoreceive from exclusively through electronic meansallnotices, disclosures, authorizations, acknowledgements, andotherdocuments thatarerequiredtobeprovidedormade availabletomeby CityofDenton duringthecourseofmyrelationship withyou. 479 ID Task NameDuration Start Finish1Hickory Creek Interceptor1561 daysFri 7/15/16Fri 7/8/222Completed Milestones983 daysFri 7/15/16Tue 4/21/203Engineering NTP0 daysFri 7/15/16Fri 7/15/164Project Kickoff Meeting0 daysWed 8/3/16Wed 8/3/165Survey93 daysFri 8/12/16Tue 12/20/166Level B SUE93 daysMon 9/12/16Wed 1/18/177Route Discussion/Selection Meeting0 daysWed 10/19/16Wed 10/19/16830% Design Submittal0 daysThu 1/12/17Thu 1/12/17930% Review Comments Received0 daysMon 3/6/17Mon 3/6/171060% Design Submittal0 daysTue 4/11/17Tue 4/11/171160% Review Meeting0 daysFri 6/2/17Fri 6/2/171290% Design Submittal0 daysWed 9/27/17Wed 9/27/171390% Review Comments Received0 daysWed 11/1/17Wed 11/1/1714Graveyard Siphon Analysis / Proposal Effort / Option Abandoned71 daysMon 11/20/17Mon 2/26/181590% Review Meeting0 daysFri 5/25/18Fri 5/25/1816100% Review Submittal0 daysFri 8/24/18Fri 8/24/1817100% Review Comments Received0 daysFri 9/7/18Fri 9/7/1818Plans Finalized (Sealed)0 daysWed 10/10/18Wed 10/10/1819Easement Acquisition743 daysFri 6/16/17Tue 4/21/2020Easement Documents Preparation 63 daysFri 6/16/17Tue 9/12/1721City Easement Acquisition680 daysWed 9/13/17Tue 4/21/2022Recent / Upcoming Milestones759 daysTue 8/13/19Fri 7/8/2223Recent Efforts294 daysTue 8/13/19Fri 9/25/20242019 Project Re-Kickoff Meeting0 daysTue 8/13/19Tue 8/13/19252019 Project Update Meeting0 daysThu 9/5/19Thu 9/5/1926City Provide Spec Standards / Desired Plan Updates10 daysThu 9/5/19Wed 9/18/1927FNI Prepare (Revised 100% )Draft Submittal20 daysThu 9/19/19Wed 10/16/1928Draft (Revised 100%) Submittal Internal QC7 daysThu 10/17/19Fri 10/25/1929Draft (Revised 100%) Submittal to City0 daysFri 10/25/19Fri 10/25/1930City Review Period / Funding Hold188 daysMon 10/28/19Wed 7/15/20312020 Project Re-Kickoff / ENV/ARCH Coordination32 daysThu 7/16/20Fri 8/28/207/158/310/191/123/64/116/29/2711/15/258/249/710/108/139/510/25JulOctJanAprJulOctJanAprJulOctJanAprJulOctJanAprJulOctJanAprJulOctJanAprJul201720182019202020212022City of DentonHickory Creek Interceptor3/4/2021Page 1480 ID Task NameDuration Start Finish32Dry Fork Coordination & Mods / Archeology Commencement20 daysMon 8/31/20Fri 9/25/2033Phase I Archeology84 daysMon 9/28/20Thu 1/21/2134THC Permit Application Prep7 daysMon 9/28/20Tue 10/6/2035THC Permit Application Review / Approval5 daysWed 10/7/20Tue 10/13/2036Field Work Prep/Work15 daysWed 10/14/20Tue 11/3/2037Report Prep / Draft Submittal16 daysWed 11/4/20Wed 11/25/2038FNI Review3 daysThu 11/26/20Mon 11/30/2039City Review13 daysTue 12/1/20Thu 12/17/2040Submittal to THC / Review Period25 daysFri 12/18/20Thu 1/21/2141Phase II Archeology218 daysFri 2/26/21Tue 12/28/2142Contract Amendment to City4 daysFri 2/26/21Wed 3/3/2143PUB / City Council Approval Window / NTP14 daysThu 3/4/21Tue 3/23/2144Pre-Field Coordination4 wksWed 3/24/21Tue 4/20/2145Field Work4 wksWed 4/21/21Tue 5/18/2146Analysis / Interim Report4 wksWed 5/19/21Tue 6/15/2147THC Response Window4 wksWed 6/16/21Tue 7/13/2148Anticipated Construction Clearing Date0 daysTue 7/13/21Tue 7/13/2149Curation / Final Reporting Period24 wksWed 7/14/21Tue 12/28/2150Design Aspects60 daysMon 1/18/21Fri 4/9/2151Finalize Remaining Plans / Specs Items5 daysMon 1/18/21Fri 1/22/2152Internal QC5 daysMon 1/25/21Fri 1/29/2153Seal Plans / Specs10 daysMon 2/1/21Fri 2/12/2154Submit TCEQ Letter / Submit RR Permit40 daysMon 2/15/21Fri 4/9/2155Option A - Advertise Now350 daysSun 3/7/21Thu 7/7/2256Option A - Bid Phase60 daysMon 3/8/21Fri 5/28/2157Advertisement20 daysMon 3/8/21Fri 4/2/2158Award20 daysMon 4/5/21Fri 4/30/2159Execution20 daysMon 5/3/21Fri 5/28/2160Option A - Construction Phase290 daysMon 5/31/21Fri 7/8/2261Construction NTP10 daysMon 5/31/21Fri 6/11/2162Construction 260 daysMon 6/14/21Fri 6/10/2263Record Phase20 daysMon 6/13/22Fri 7/8/227/13JulOctJanAprJulOctJanAprJulOctJanAprJulOctJanAprJulOctJanAprJulOctJanAprJul201720182019202020212022City of DentonHickory Creek Interceptor3/4/2021Page 2481 Date: March 5, 2021 Report No. 2021-013 INFORMAL STAFF REPORT TO MAYOR AND CITY COUNCIL SUBJECT: Provide details on the archeological findings at the Hickory Creek Interceptor project site. EXECUTIVE SUMMARY: During the March 2, 2021 Capital Projects Update work session, Mayor Pro Tem Davis requested information on details associated with the archeological findings at the project site for the Hickory Creek Interceptor Project. BACKGROUND: As part of the Hickory Creek Interceptor project design, an archeological survey was conducted in October 2020 covering 2.46 miles of the proposed wastewater interceptor easement along Hickory Creek. The survey consisted of visual inspection and backhoe trenching of 24 trenches spaced approximately 476 feet apart and approx. 6.5-8.5 feet deep. Two archeological sites were recorded, one formerly known near Bonnie Brae but the area has expanded with this survey. The second is a newly found site near US 377. Both sites had similar characteristics. Specifically, they are deeply buried under more than a meter of alluvium (clay or silt left by flowing water) and both sites exhibit burned sandstone rock concentrations and mussel shell debris in a thick cultural sediment zone marked by calcium carbonate filaments. Both sites are of unknown eligibility as State Antiquities Landmarks until further testing is completed. To-date, one artifact has been collected, a Kent-like dart point (arrowhead). All remaining material at the sites has been field recorded instead of collected. 41DTN580 41DTN624 Site locations are depicted above 482 Date: March 5, 2021 Report No. 2021-013 Conclusion/Next Steps: An archeological survey found that the two sites contain indigenous pre-contact period features. As avoidance of the sites is not feasible for completion of the Hickory Creek Interceptor Project, formal eligibility testing for them has been recommended by the Texas Historical Commission (THC), the state board which oversees review and compliance for Section 106 of the National Historic Preservation Act (NRHP) and the Antiquities Code of Texas (ACT). Staff is currently working with a consultant to ensure necessary site protections and archeological discovery can occur while also proceeding with the selection of a contractor to construct the first two phases of the Hickory Creek Interceptor project. NORTHERN SITE SUMMARY A) Late Archaic/Woodland Period dart point on the surface of the exposed detention pond bank. A B C 483 Date: March 5, 2021 Report No. 2021-013 B) Mussel shell fragments and burned sandstone from Trench 2 C) Burned sandstone feature in floor of Trench 3 at a depth of 8.75 feet below surface. 484 Date: March 5, 2021 Report No. 2021-013 SOUTHERN SITE SUMMARY Four (4) trenches were tested positive (Trenches 12, 13, 14, 15). The main concentration of material at Site 41DN624 is located on the north site of the BNSF Railroad and US 377. Although the limits of the site are drawn to extend around Trench 15 on the south side of the roadway, investigators noted just two tabular burned sandstone rocks and just three mussel shell fragments in trench walls. D) Burned sandstone cluster Trench 12, buried 4.25 feet below surface. (14) D (12) E (13) (15) 485 Date: March 5, 2021 Report No. 2021-013 STAFF CONTACTS: Rachel Wood Deputy Director of Capital Projects (940) 349-7718 Rachel.Wood@cityofdenton.com Tracy Beck Construction Project Manager (940) 349-8925 Tracy.Beck@cityofdenton.com REQUESTOR: Mayor Pro Tem Davis STAFF TIME TO COMPLETE REPORT: One hour 486 ORDINANCE NO. __________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE APPROVAL OF THE FIRST AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF DENTON AND FREESE AND NICHOLS, INC., AMENDING THE CONTRACT APPROVED BY THE CITY COUNCIL ON JUNE 21, 2016, IN THE NOT-TO-EXCEED AMOUNT OF $654,135.00; SAID FIRST AMENDMENT TO PROVIDE ADDITIONAL DESIGN, ARCHEOLOGICAL, AND ENVIRONMENTAL SERVICES FOR THE HICKORY CREEK INTERCEPTOR PHASES I AND II PROJECT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 6137 - PROVIDING FOR AN ADDITIONAL FIRST AMENDMENT EXPENDITURE AMOUNT NOT-TO-EXCEED $310,420.00, WITH THE TOTAL CONTRACT AMOUNT NOT-TO-EXCEED $964,555.00). WHEREAS, on June 21, 2016, the City Council awarded a contract to Freese and Nichols, Inc., in the amount of $654,135.00, for engineering services related to the Hickory Creek Interceptor Phases I and II Project for the City of Denton; and WHEREAS, the additional fees under the proposed First Amendment are fair and reasonable and are consistent with, and not higher than, the recommended practices and fees applicable to the , and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The First Amendment, increasing the amount of the contract between the City and Freese and Nichols, Inc., which is on file in the office of the Purchasing Agent, in the amount of Three Hundred Ten Thousand Four Hundred Twenty and 0/100 ($310,420.00) Dollars, is hereby approved, and the expenditure of funds therefor is hereby authorized in accordance with said amendment. The total contract amount increases to $964,555.00. SECTION 2. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by __________________________ and seconded by _________________________________. This ordinance was passed and approved by the following vote [___ - ___]: 487 Aye Nay Abstain Absent Mayor Gerard Hudspeth: ______ ______ ______ ______ Birdia Johnson, District 1: ______ ______ ______ ______ Connie Baker, 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 ___________________________, 2021. __________________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: _________________________________ 488 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: CBE2EE64-3622-4C40-9C42-E6BCB47CC7E6 6137 Not Applicable PSA Cori Power Hickory Creek Interceptor I & II Amendment 1 489 6137 PSA – Amendment #1 Page 1 of 2 FIRST AMENDMENT TO CONTRACT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND FREESE AND NICHOLS, INC. PSA 6137 THE STATE OF TEXAS § COUNTY OF DENTON § THIS FIRST AMENDMENT TO CONTRACT 6137 (“Amendment”) by and between the City of Denton, Texas (“City”) and Freese and Nichols, Inc. (“Engineer”); to that certain contract executed on June 21, 2016, in the original not-to-exceed amount of $654,135 (the “Agreement”); for services related to the installation of the Hickory Creek Interceptor, Phases I and II. WHEREAS, the City deems it necessary to further expand the services provided by Consultant to the City pursuant to the terms of the Agreement, and to provide an additional not-to-exceed amount $310,420 with this Amendment for an aggregate not-to-exceed amount of $964,555; and FURTHERMORE, the City deems it necessary to further expand the goods/services provided by Engineer to the City; NOW THEREFORE, the City and Engineer (hereafter collectively referred to as the “Parties”), in consideration of their mutual promises and covenants, as well as for other good and valuable considerations, do hereby AGREE to the following Amendment, which amends the following terms and conditions of the said Agreement, to wit: 1. The additional services described in Exhibit “A” of this Amendment, attached hereto and incorporated herein for all purposes, for professional services related to the Hickory Creek Interceptor, Phases I and II, are hereby authorized to be performed by Engineer. For and in consideration of the additional services to be performed by Engineer, the City agrees to pay, based on the cost estimate detail attached as Exhibit “A”, a total fee, including reimbursement for non-labor expenses an amount not to exceed $310,420. 2. This Amendment modifies the Agreement amount to provide an additional $310,420 for the additional services with a revised aggregate not to exceed total of $964,555. The Parties hereto agree, that except as specifically provided for by this Amendment, that all of the terms, covenants, conditions, agreements, rights, responsibilities, and obligations of the Parties, set forth in the Agreement remain in full force and effect. DocuSign Envelope ID: CBE2EE64-3622-4C40-9C42-E6BCB47CC7E6 490 6137 PSA – Amendment #1 Page 2 of 2 IN WITNESS WHEREOF, the City and the Consultant, have each executed this Amendment electronically, by and through their respective duly authorized representatives and officers on this date _________________________. “CITY” CITY OF DENTON, TEXAS A Texas Municipal Corporation By: _________________________________ INTERIM CITY MANAGER ATTEST: ROSA RIOS, CITY SECRETARY By: _________________________________ “Engineer” FREESE AND NICHOLS, INC. By: _________________________________ AUTHORIZED SIGNATURE, TITLE APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY By: _________________________________ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT DocuSign Envelope ID: CBE2EE64-3622-4C40-9C42-E6BCB47CC7E6 Principal/Vice President Director of Capital Projects/City Engineer Rebecca Diviney Capital Projects - Engineering 491 5805 Main St., Suite B + Frisco, Texas 75034 + 972-624-9201 + FAX 817-735-7491 March 3, 2021 Ms. Tracy Beck, PE Project Manager City of Denton 901-A Texas Street Denton, TX 76209 Delivered via email to: Tracy.Beck@cityofdenton.com Re: Hickory Creek Interceptor Phase 1 & 2, Purchase Order No. 177323 Engineering Services Amendment No. 2, Additional Design, Environmental and Archeology Services Dear Ms. Beck: Freese and Nichols, INC. (FNI) is currently under contract for the engineering of the above-referenced project. In completion of the final design documents, FNI incurred additional unanticipated out of scope coordination and design and archeological effort. Below are a few areas where additional effort was provided: 1. Additional Design Services a. Extended Design Schedule due to coordination with City of Denton on archaeological efforts for Phase 2 testing required by Texas Historical Commission. b. Updated plans to reflect new archeological and environmental boundaries. c. Updated specifications to reflect new project information, special procedures, and testing requirements. d. Additional coordination meetings with Archeologist and City of Denton. 2. Additional Environmental & Archeology Services a. Archaeological Coordination - FNI will subcontract and coordinate with Acacia Heritage Consulting who will conduct testing on the two known archeological sites along the project site which includes development of work plan and permitting, field work, analysis and reporting and curation (See attached “Proposal for Eligibility Testing of Two Sites – 41DN580 and 41DN623- in Denton County, Texas” dated February 26, 2021. The attached proposal covers costs for Phase 2 and contingency for Phase 3 if needed.). 3. Deliverables: Prepare revised final “sealed” specifications, and an archaeological report to send to the Texas Historical Commission. With this letter we are requesting an amendment for $310,420 to cover the additional effort noted. The basic services (lump sum) fee is $30,193 and the special services (not to exceed) fee is $280,227. The total authorized not-to-exceed amount for the project would increase to $964,555. We hope this letter provides the necessary summary of the additional engineering services incurred. We look forward to helping the City of Denton complete this project. Please call with any questions or concerns. www.freese.com DocuSign Envelope ID: CBE2EE64-3622-4C40-9C42-E6BCB47CC7E6 Exhibit A 492 March 3, 2021 Page 2 of 2 [DTN16385] T:\1.01 CONTRACTS\Phase 2 Arch Amendment Sincerely, Daniel Huffines, PE Project Manager cc: Scott Maughn, PE Attachments: Acacia Heritage Consulting Proposal DocuSign Envelope ID: CBE2EE64-3622-4C40-9C42-E6BCB47CC7E6 493 ACACIA HERITAGE CONSULTING 4907 FINLEY DRIVE 512.923.6409 AUSTIN, TX. 78731 Proposal for Eligibility Testing of Two Sites- 41DN580 and 41DN623- in in Denton County, Texas February 26, 2021 Under this Scope of Work Acacia Heritage Consulting (Acacia) will subcontract with Freese & Nichols, Inc. (FNI) to test two archeological sites- 41DN580 and 41DN624—for eligibility to the National Register of Historic Places (NRHP) and as State Antiquities Landmarks (SAL). The two sites are along the City of Denton’s Hickory Creek Interceptor Line at Hickory Creek. The project is being sponsored by City of Denton and will be built on public easements controlled by a political subdivision of the State of Texas. Federal nationwide permitting is also involved; therefore, the applicable statutes for cultural resources are Section 106 of the National Historic Preservation Act and (Section 106), and the Antiquities Code of Texas (ACT). An archeological survey found that the two sites contain indigenous pre-contact period features and artifacts that could be eligible for NRHP/SAL-listing. As avoidance of the sites is not feasible, formal eligibility testing for them has been recommended by the Texas Historical Commission (THC), which oversees review and compliance for Section 106 of the National Historic Preservation Act (NRHP) and the Antiquities Code of Texas (ACT). Proposed Scope of NRHP/SAL Testing The scope of work will involve four primary phases: 1) Development of work plan and permitting, 2) Fieldwork, 3) Analysis and Reporting, and 4) Curation. Task 1. Development of Work Plan and Permit- Under this task, Acacia will prepare a research design and work plan to be attached to an Antiquities Permit application. The research design and work plan will outline the methods and techniques Acacia will employ to assess Sites 41DN580 and 41DN624 for NRHP/SAL-eligibility. Field, analysis and reporting methods will be addressed in the permit application. The permit application will be submitted to the THC for review and issuance of an Antiquities Permit to conduct the investigations. During this time, Acacia will also plan field logistics so that work can begin as soon as the THC issues the permit. Task 2. Fieldwork- Under Task 2, Acacia will conduct formal NRHP/SAL-testing at 41DN580 and 41DN624, following the methods outlined in the work plan. Briefly, fieldwork would include: • Machine excavation of 3-5 10-20 meter long trenches at each site combined with stripping of the top 50-70 centimeters of topsoil/overburden to expose cultural features and soil horizons. • Hand excavation of up to five cubic meters at each site of the sides of the long trenches. This would including screening of sediments and collection of artifacts. DocuSign Envelope ID: CBE2EE64-3622-4C40-9C42-E6BCB47CC7E6 494 Acacia Heritage Consulting No. 2021-08|2 • In-field geoarcheological assessment for both sites study to assess formation, age and context of sediments. • Site mapping of features excavation units, geographic features etc. using TDS. • Soil column sampling of units and trenches. • High resolution photographs of trench and unit profiles, and features to develop Structure-from- Motion (SFM) or 3-Dimensional images. Task 3. Analysis and Report- Following fieldwork, Acacia will immediately prepare an interim report that will summarize the fieldwork completed, and Acacia’s assessment of the sites with respect to NRHP/SAL-eligibility. This report will be submitted to the THC for review and approval to allow the City of Denton to move forward with construction of the project, while further archeological analyses and reporting continues. As part of the ongoing analyses of materials recovered from the sites, Acacia will: • Catalog all collected artifacts. • Process soil samples through flotation and submit macrobotanical remains to a specialist for identification. • Analyze all faunal and ostracod materials for taxonomy and taphonomy. • Submit up to 10 radiocarbon samples for dating. • Identify and analyze lithic materials. • Analyze soil matrix to determine physical properties, organic matter, and magnetic susceptibility, as well as to assess particle size distribution and calcium carbonate equivalent to support geoarcheological study. • Prepare report graphics to include drawings, mosaic photographs, SFM and 3D graphics of profiles and features. Once studies and analyses are complete, Acacia will integrate data from these studies into a final draft report to be reviewed and submitted to the Texas Historical Commission. Upon review and comment, Acacia will prepare a final testing report. Task 4. Curation- Curation of notes and artifacts collected from fieldwork at a federally recognized facility is required under the rules and guidelines of the ACT. Under Task 4, Acacia will prepare all notes, artifacts, samples, photographs, etc. for curation at CAS. Once materials are organized and prepared to CAS’s standards, Acacia will submit them to CAS for permanent housing. Contingency for Eligibility of Sites Acacia proposes a contingency plan and budget should one or both sites be found eligible for NRHP/SAL-listing. The contingency would allow investigators to move into an additional data recovery phase of work immediately after testing, with little to no demobilization and delay. Should the contingency be necessary, Acacia would notify the City of Denton and the THC immediately in writing to describe the materials, context and conditions of the site(s), and approve the contingency plan. The proposed contingency provides for additional excavations of up to five (5) additional cubic meters of sediment, along with additional trench excavations, column sampling, radiocarbon dates and other DocuSign Envelope ID: CBE2EE64-3622-4C40-9C42-E6BCB47CC7E6 495 Acacia Heritage Consulting No. 2021-08|3 studies in the event that the testing reveals unexpected features, artifacts and cultural materials in high density, of unexpected age, or in unanticipated contexts. Under the contingency, field methods, reporting, analysis and curation follow the general methods approved under the Testing Permit, and the results would be integrated into the interim and final reports already planned under the testing scope. Schedule The schedule for the project is as follows is outlined below. This does not include delays resulting from weather or unforeseen circumstances outside of Acacia’s control. Milestone Business Days to Completion Complete Task 1 permit application and prefield planning and begin fieldwork 30 days from NTP Complete testing fieldwork 30 days from start of field Interim Report Submitted 25 days from end of field THC review and approval time 30 days from date of submittal Total Estimated Days to Agency Review and Approval 115 days. Post Field Analysis and Reporting* 220 days from end of field Curation of artifacts* 260 days from completion of fieldwork Total Estimated Project Duration* 320 days Milestones in italics represent tasks outside Acacia’s control. *indicates tasks that do not affect interceptor construction schedule Should the contingency work plan be warranted, this would add an additional 21 days onto the field time and extend the field and interim reporting schedule back by that amount. The total time to agency review and approval under that scenario would be 136 days. Proposed Fee Estimate This testing project will be billed on a time and materials basis not to exceed $183,263.00 without prior authorization. Acacia will bill monthly, based on work completed. A separate contingency budget of $71,489.00 is proposed in the event that one or both sites are found to be NRHP/SAL-eligible, warranting further field investigations. A breakdown of estimate costs is provided below. DocuSign Envelope ID: CBE2EE64-3622-4C40-9C42-E6BCB47CC7E6 496 Acacia Heritage Consulting No. 2021-08|4 LABOR pre- field Site prep 41DN580 Field 41DN624 Field Interim Report Analysis & Report Curation Meetings & Mgmt total units Price Cost Sr. Archeologist 30 32 24 24 24 80 8 40 262 hrs 87.00$ 22,794.00$ Project Archeologist 20 32 56 56 56 200 32 20 472 hrs 78.00$ 36,816.00$ Technician II 8 32 112 112 48 100 140 552 hrs 58.00$ 32,016.00$ Technician I 2 112 112 60 100 386 hrs 55.00$ 21,230.00$ TOTAL HOURS 60 96 304 304 128 440 280 60 1672 112,856.00$ EXPENSES copies, b/w 20 200 200 1000 200 30 1650 each 0.10$ 165.00$ copies, color 10 10 10 1000 200 30 1260 each 0.50$ 630.00$ TDS Rental 0.5 0.5 1 month 1,600.00$ 1,600.00$ Miscellaneous Supplies 1 1 2 each 250.00$ 500.00$ Machine Rental 4 2 2 8 day 2,000.00$ 16,000.00$ Geoarcheologist 1 LS 21,156.00$ 21,156.00$ Malacology Study 1 1 LS 3,500.00$ 3,500.00$ Radiocarbon dating 10 10 smpl 600.00$ 6,000.00$ Macrobotanical Analysis 20 20 Smpl 125.00$ 2,500.00$ Hotel 38 38 76 night 95.00$ 7,220.00$ Meals 38 38 76 day 56.00$ 4,256.00$ Curation 6 6 box 760.00$ 4,560.00$ Mileage*2000 2000 4000 mile 0.58$ 2,320.00$ TOTAL EXPENSES 70,407.00$ TOTAL 183,263.00$ ACACIA HERITAGE CONSULTING NRHP-eligibility Testing for Two Sites in Denton County 26-Feb-21 DocuSign Envelope ID: CBE2EE64-3622-4C40-9C42-E6BCB47CC7E6 497 Acacia Heritage Consulting No. 2021-08|5 LABOR pre- field Site prep Field Interim Analysis & Report Curation Meetings & Mgmt total units Price Cost Sr. Archeologist 0 40 20 60 hrs 87.00$ 5,220.00$ Project Archeologist 56 100 10 166 hrs 78.00$ 12,948.00$ Technician II 112 100 100 312 hrs 58.00$ 18,096.00$ Technician I 112 100 212 hrs 55.00$ 11,660.00$ TOTAL HOURS 0 0 280 0 240 200 30 750 47,924.00$ EXPENSES TDS Rental 0.5 1 month 1,600.00$ 800.00$ Machine Rental 2 2 day 1,200.00$ 2,400.00$ Special Studies 1 1 unit 6,000.00$ 6,000.00$ Radiocarbon dating 10 10 smpl 600.00$ 6,000.00$ Macrobotanical Analysis 20 20 Smpl 125.00$ 2,500.00$ Hotel 35 35 night 95.00$ 3,325.00$ Meals 35 35 day 56.00$ 1,960.00$ Mileage 1000 1000 mile 0.58$ 580.00$ TOTAL EXPENSES 23,565.00$ TOTAL 71,489.00$ ACACIA HERITAGE CONSULTING Contingency Budget for Sites 41DN580 and 41DN624 26-Feb-21 DocuSign Envelope ID: CBE2EE64-3622-4C40-9C42-E6BCB47CC7E6 498 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: CBE2EE64-3622-4C40-9C42-E6BCB47CC7E6 CIQ Freese and Nichols, Inc. 3/12/2021 499 Certificate Of Completion Envelope Id: CBE2EE6436224C409C42E6BCB47CC7E6 Status: Sent Subject: Please DocuSign: City Council Contract 6137 - Hickory Creek Interceptor I & II - Amendment 1 Source Envelope: Document Pages: 11 Signatures: 4 Envelope Originator: Certificate Pages: 6 Initials: 1 Cori Power AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 cori.power@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 3/12/2021 12:59:12 PM Holder: Cori Power cori.power@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Cori Power cori.power@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 3/12/2021 2:14:52 PM Viewed: 3/12/2021 2:15:22 PM Signed: 3/12/2021 2:18:07 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 174.246.133.57 Signed using mobile Sent: 3/12/2021 2:18:10 PM Viewed: 3/12/2021 2:32:25 PM Signed: 3/12/2021 2:32:35 PM 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: 3/12/2021 2:32:38 PM Viewed: 3/12/2021 2:56:44 PM Signed: 3/12/2021 2:58:20 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Scott Maughn asm@freese.com Principal/Vice President Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 104.209.239.171 Sent: 3/12/2021 2:58:22 PM Viewed: 3/12/2021 3:00:09 PM Signed: 3/12/2021 3:00:49 PM Electronic Record and Signature Disclosure: Accepted: 3/12/2021 3:00:09 PM ID: 32149a29-3ca3-4bc9-88ee-a1bccfa8ef21 500 Signer Events Signature Timestamp Rebecca Diviney Rebecca.Diviney@cityofdenton.com Director of Capital Projects/City Engineer Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 47.222.28.222 Sent: 3/12/2021 3:00:52 PM Viewed: 3/12/2021 3:01:18 PM Signed: 3/12/2021 3:01:40 PM Electronic Record and Signature Disclosure: Accepted: 3/12/2021 3:01:18 PM ID: 491c5707-c64d-49aa-8e88-2e2f7efab66b Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 3/12/2021 3:01:43 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sara Hensley sara.hensley@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 3/12/2021 8:59:45 AM ID: 4eb2ec51-9c73-4954-badf-e8de28f3d107 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: 3/12/2021 2:18:09 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: 3/12/2021 3:01:43 PM 501 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: 3/12/2021 3:01:43 PM Viewed: 3/16/2021 10:06:28 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 Cathy Welborn Cathy.Welborn@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Tracy Beck Tracy.Beck@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Rachel Wood Rachel.Wood@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 3/12/2021 2:14:52 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure 502 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 21-546,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,a Texas home-rule municipal corporation,for approval of a pre-qualified professional services list for Planning,Modeling,Hydraulics,Permitting, Engineering Design for Treatment,Storage,Pumping,Distribution for Water Facilities,Engineering Design for Treatment,Detention,Lift Station and Collection for Wastewater Facilities;Electrical &Instrumentation Services;Easement and Right-of-Way Acquisition Services;Geotechnical Engineering and Testing Services; and Surveying and Sub-surface Utility Engineering Services for the Water and Wastewater Departments;and providing an effective date (RFQ 7574 -for three (3)years,with the option for two (2)additional one (1)year extensions, in the total five (5) year term). City of Denton Printed on 3/19/2021Page 1 of 1 powered by Legistar™506 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance ACM: David Gaines DATE: March 23, 2021 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, for approval of a pre-qualified professional services list for Planning, Modeling, Hydraulics, Permitting, Engineering Design for Treatment, Storage, Pumping, Distribution for Water Facilities, Engineering Design for Treatment, Detention, Lift Station and Collection for Wastewater Facilities; Electrical & Instrumentation Services; Easement and Right-of-Way Acquisition Services; Geotechnical Engineering and Testing Services; and Surveying and Sub-surface Utility Engineering Services for the Water and Wastewater Departments; and providing an effective date (RFQ 7574 – for three (3) years, with the option for two (2) additional one (1) year extensions, in the total five (5) year term). INFORMATION/BACKGROUND Operations at the City of Denton Water and Wastewater Facilities are highly regulated and engineered. The purpose of this activity is to prequalify multiple firms to complete specialized planning, permitting, engineering, and compliance tasks for the Water and Wastewater Department and help reduce the time required to procure those professional services. This list of prequalified firms will be accessed when the need arises to complete certain long-range planning, regulatory permitting, or engineering design contracts for the Water and Wastewater Department of the City of Denton. Any qualified professional firm that submitted under this RFQ is eligible to receive contracts for professional services that would go through the normal negotiation and council award process. It is intended that this method of qualifying Professional and Engineering Services for a wide range of services required to deliver current and future project delivery will be repeated every five (5) years. The City of Denton is seeking to award at least one project per work category within the next 6 to 12 months. Other contracts for specific projects may be awarded to qualified responders that are selected (shortlisted) for the major work categories listed below: • Water & Wastewater Modelling & Hydraulics • Water & Wastewater Planning and Permitting • Wastewater Treatment Facilities • Water Treatment Facilities • Water Storage, Pumping and Distribution Facilities • Wastewater Detention, Lift Station, and Collection Facilities City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 507 • Electrical & Instrumentation • Easement and Right-Of-Way Acquisition • Geotechnical Engineering & Testing • Surveying and Subsurface Utility Engineering Basic Services for the above categories include (but are not limited to): • Project planning and initiation • Preliminary Assessments and Studies • Developing scope and project costs • Acquisition of data required to complete the project design • Preliminary engineering • Environmental assessment • Engineering design • Preparation of construction plans • Specifications, and contract bid documents • Application for and receipt of all required permits • Attending project status, pre-bid, and preconstruction meetings • Construction phase assistance and close-out • Assistance in public engagement • Assistance in coordinating with internal and external stakeholders • Providing sealed project “As-Built” drawings upon completion of each project Additional services not included in basic services may be requested by the City in writing and would be executed only upon acceptance by both parties of the scope and costs of each additional service. This process intends to utilize the entire list of qualified firms to maximize availability and flexibility in selecting the appropriate firm for a project. As such, notes as to each firm’s strengths (i.e., large firm with general and specific capabilities for any project and small specialized firms) are being identified in the review process, so that we can utilize each firm in such a way to ensure that the project is as successful as possible. In the end, each firm on the list is qualified to do the type of work being submitted. Upon approval of the RFQ, staff will negotiate each contract to the benefit of the City balancing quality, efficiency, and cost in the analysis for each project. The City requires that each consultant not only submit a scope of work for each contract negotiated, but also a level of service matrix detailing how much time the consultant anticipates each task in the contract to take per person involved. This allows staff to negotiate the time spent on each task with the consultant to make sure that all amounts (time and money) make sense. If the City and the consultant cannot agree on the overall amount, the City moves on to the next consultant to gain the best possible contract for the City and the project. Request for Qualifications (RFQ) for professional transportation engineering services was placed on the Materials Management website for prospective respondents to download and advertised in the local newspaper. Thirty-nine (39) statements of qualifications (SOQ) were received. The SOQs were evaluated based on published criteria including experience and qualifications, past performance, key personnel, and available resources. 508 NIGP Code Used for Solicitation: 925 - (Service Only) - Engineering Services, Professional Notifications sent for Solicitation sent in IonWave: - Number of Suppliers that viewed Solicitation in IonWave: 59 HUB-Historically Underutilized Business Invitations viewed: 11 SBE-Small Business Enterprise Invitations viewed: 17 Responses from Solicitation: 39 PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On March 22, 2021, this item will be presented to the Public Utilities Board (PUB) for consideration. RECOMMENDATION Recommend approval of a professional services list for Planning, Modeling, Hydraulics, Permitting, Engineering Design for Treatment, Storage, Pumping, Distribution for Water Facilities, Engineering Design for Treatment, Detention, Lift Station and Collection for Wastewater Facilities; Electrical & Instrumentation Services; Easement and Right-of-Way Acquisition Services; Geotechnical Engineering and Testing Services; Surveying and Sub-surface Utility Engineering Services for the Water and Wastewater Departments as reviewed and qualified by City staff. ESTIMATED SCHEDULE OF PROJECT This qualified firm list will remain active for three (3) years with options to extend the contract for two (2) additional one (1) year periods, with all terms and conditions remaining the same. FISCAL INFORMATION No funds are requested or required to be spent as part of this approval. Individual contracts will be negotiated with the top-ranked firms and purchasing orders will be issued as needed. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Evaluation Sheet Exhibit 3: Pre-Qualified Firm List Exhibit 3: Ordinance Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Pritam Deshmukh, 940-349-7710. Legal point of contact: Marcella Lunn at 940-349-8333. 509 Exhibit 2 RFQ 7574 Engineering Services for Water and Wastewater Water and Wastewater Modeling & Hydraulics Supplier Rank Score (100) Key personnel and project team Adequacy and availability of resources Experience of the Firm Past Performance Kimley-Horn and Associates, In 1 89.33 28.00 24.00 17.33 20.00 Halff Associates, Inc.2 88.00 28.00 28.00 16.00 16.00 Freese and Nichols, Inc.3 87.33 26.00 28.00 17.33 16.00 Hazen and Sawyer 4 87.33 26.00 28.00 18.67 14.67 Garver 5 86.67 26.00 26.00 17.33 17.33 HDR Engineering, Inc.6 78.67 24.00 24.00 16.00 14.67 RJN Group Inc 7 74.00 22.00 20.00 14.67 17.33 HR Green, Inc.8 68.00 22.00 18.00 14.67 13.33 Birkhoff, Hendricks & Carter, 9 66.67 22.00 18.00 13.33 13.33 NATHAN D. MAIER CONSULTING ENG 10 64.00 20.00 20.00 12.00 12.00 Neel-Schaffer, Inc.11 61.33 18.00 18.00 13.33 12.00 KIT Professionals, Inc.12 60.67 20.00 18.00 10.67 12.00 Ardurra Group, Inc.13 57.33 18.00 18.00 12.00 9.33 510 Exhibit 2 RFQ 7574 Engineering Services for Water and Wastewater Water & Wastewater Planning & Permitting Supplier Rank Score (100) Key personnel and project team Experience of the Firm Past Performance Adequacy and availability of resources Kimley-Horn and Associates, In 1 90.67 28.00 16.00 18.67 28.00 Freese and Nichols, Inc.2 88.67 26.00 18.67 16.00 28.00 Plummer 3 88.67 28.00 17.33 17.33 26.00 Black & Veatch Corporation 4 87.33 30.00 17.33 16.00 24.00 HDR Engineering, Inc.5 87.33 28.00 17.33 16.00 26.00 Hazen and Sawyer 6 86.67 26.00 17.33 17.33 26.00 Arcadis U.S., Inc.7 74.67 24.00 14.67 12.00 24.00 RJN Group Inc 8 74.67 22.00 14.67 16.00 22.00 Perkins Engineering Consultant 9 74.00 20.00 14.67 17.33 22.00 Parkhill, Smith & Cooper Inc.10 72.67 24.00 13.33 13.33 22.00 Weston Solutions, Inc 11 70.00 20.00 13.33 14.67 22.00 Garver 12 69.33 18.00 14.67 14.67 22.00 HR Green, Inc.13 69.33 22.00 14.67 14.67 18.00 Birkhoff, Hendricks & Carter, 14 68.00 22.00 13.33 14.67 18.00 NATHAN D. MAIER CONSULTING ENG 15 64.00 20.00 12.00 12.00 20.00 Ardurra Group, Inc.16 58.67 18.00 10.67 12.00 18.00 KIT Professionals, Inc.17 55.33 18.00 10.67 10.67 16.00 Provenance Engineering, LLC 18 40.67 14.00 8.00 6.67 12.00 511 Exhibit 2 RFQ 7574 Engineering Services for Water and Wastewater Water Treatment Facilities Supplier Rank Score Key personnel and project team Experience of the Firm Past Performance Adequacy and availability of resources Kimley-Horn and Associates, In 1 92.67 30.00 17.33 17.33 28.00 Parkhill, Smith & Cooper Inc.2 87.33 30.00 17.33 16.00 24.00 Arcadis U.S., Inc.3 86.67 28.00 18.67 16.00 24.00 Black & Veatch Corporation 4 86.67 28.00 17.33 17.33 24.00 Freese and Nichols, Inc.5 86.67 28.00 18.67 16.00 24.00 Hazen and Sawyer 6 80.00 26.00 16.00 16.00 22.00 Garver 7 78.67 24.00 14.67 16.00 24.00 Plummer 8 78.00 22.00 16.00 16.00 24.00 CDM Smith 9 73.33 22.00 16.00 13.33 22.00 CP&Y, Inc.10 73.33 22.00 14.67 14.67 22.00 HDR Engineering, Inc.11 72.67 24.00 13.33 13.33 22.00 Ardurra Group, Inc.12 66.00 20.00 14.67 13.33 18.00 Gresham, Smith and Partners 13 66.00 22.00 12.00 12.00 20.00 Weston Solutions, Inc 14 61.33 18.00 13.33 12.00 18.00 HR Green, Inc.15 58.67 20.00 10.67 12.00 16.00 512 Exhibit 2 RFQ 7574 Engineering Services for Water and Wastewater Wastewater Treatment Facilities Supplier Rank Score Key personnel and project team Experience of the Firm Past Performance Adequacy and availability of resources Freese and Nichols, Inc.1 90.00 28.00 20.00 16.00 26.00 Kimley-Horn and Associates, In 2 90.00 26.00 17.33 18.67 28.00 Garver 3 88.67 26.00 17.33 17.33 28.00 CP&Y, Inc.4 87.33 28.00 17.33 16.00 26.00 Hazen and Sawyer 5 86.67 28.00 17.33 17.33 24.00 Arcadis U.S., Inc.6 76.67 24.00 16.00 14.67 22.00 Parkhill, Smith & Cooper Inc.7 76.67 24.00 16.00 14.67 22.00 Plummer 8 76.67 20.00 16.00 14.67 26.00 CDM Smith 9 73.33 24.00 14.67 14.67 20.00 Black & Veatch Corporation 10 72.00 22.00 14.67 13.33 22.00 HDR Engineering, Inc.11 71.33 22.00 14.67 14.67 20.00 Cobb, Fendley & Associates, In 12 70.67 20.00 13.33 13.33 24.00 Gresham, Smith and Partners 13 68.67 22.00 13.33 13.33 20.00 Perkins Engineering Consultant 14 68.00 18.00 13.33 14.67 22.00 Ardurra Group, Inc.15 65.33 20.00 13.33 12.00 20.00 Weston Solutions, Inc 16 65.33 22.00 13.33 12.00 18.00 HR Green, Inc.17 64.67 20.00 13.33 13.33 18.00 513 Exhibit 2 RFQ 7574 Engineering Services for Water and Wastewater Water Storage, Pumping and Distribution Facility Supplier Rank Score Key personnel and project team Experience of the Firm Past Performance Adequacy and availability of resources Kimley-Horn and Associates, In 1 92.00 28.00 17.33 18.67 28.00 Parkhill, Smith & Cooper Inc.2 87.33 30.00 17.33 16.00 24.00 Arcadis U.S., Inc.3 85.33 28.00 17.33 16.00 24.00 Black & Veatch Corporation 4 85.33 28.00 17.33 16.00 24.00 Freese and Nichols, Inc.5 85.33 28.00 17.33 16.00 24.00 Plummer 6 78.00 22.00 16.00 16.00 24.00 Garver 7 76.67 22.00 14.67 16.00 24.00 Halff Associates, Inc.8 75.33 22.00 14.67 14.67 24.00 NATHAN D. MAIER CONSULTING ENG 9 74.67 24.00 16.00 14.67 20.00 HDR Engineering, Inc.10 74.00 24.00 14.67 13.33 22.00 CP&Y, Inc.11 72.67 22.00 14.67 12.00 24.00 Gresham, Smith and Partners 12 72.67 26.00 13.33 13.33 20.00 RJN Group Inc 13 72.67 22.00 16.00 14.67 20.00 Hazen and Sawyer 14 72.00 24.00 14.67 13.33 20.00 CDM Smith 15 70.67 24.00 13.33 13.33 20.00 KCI Technologies, Inc.16 70.00 22.00 14.67 13.33 20.00 Birkhoff, Hendricks & Carter, 17 66.00 22.00 13.33 14.67 16.00 Pacheco Koch Consulting Engine 18 65.33 18.00 13.33 12.00 22.00 HR Green, Inc.19 64.67 20.00 12.00 14.67 18.00 Ardurra Group, Inc.20 62.67 20.00 13.33 13.33 16.00 CRIADO & Associates, Inc.21 61.33 20.00 12.00 13.33 16.00 Dunaway Associates 22 60.00 18.00 12.00 12.00 18.00 KIT Professionals, Inc.23 60.00 20.00 12.00 12.00 16.00 Neel-Schaffer, Inc.24 60.00 20.00 12.00 12.00 16.00 Weston Solutions, Inc 25 60.00 18.00 13.33 10.67 18.00 Cobb, Fendley & Associates, In 26 58.67 16.00 12.00 10.67 20.00 Dannenbaum Engineering Corpora 27 58.00 16.00 10.67 13.33 18.00 Provenance Engineering, LLC 28 56.00 16.00 12.00 12.00 16.00 KSA Engineers, Inc.29 54.67 16.00 10.67 12.00 16.00 JQ Infrastructure 30 49.33 14.00 10.67 10.67 14.00 514 Exhibit 2 RFQ 7574 Engineering Services for Water and Wastewater Wastewater Detention, Lift Station and Collection Supplier Rank Score Key personnel and project team Experience of the Firm Past Performance Adequacy and availability of resources CP&Y, Inc.1 92.00 30.00 18.67 17.33 26.00 Hazen and Sawyer 2 92.00 30.00 17.33 18.67 26.00 Kimley-Horn and Associates, In 3 92.00 28.00 17.33 18.67 28.00 Parkhill, Smith & Cooper Inc.4 87.33 30.00 17.33 16.00 24.00 Garver 5 86.00 26.00 17.33 18.67 24.00 Freese and Nichols, Inc.6 78.67 22.00 16.00 14.67 26.00 Halff Associates, Inc.7 77.33 24.00 14.67 14.67 24.00 Plummer 8 76.00 22.00 17.33 14.67 22.00 Gresham, Smith and Partners 9 75.33 26.00 14.67 14.67 20.00 Arcadis U.S., Inc.10 73.33 24.00 16.00 13.33 20.00 RJN Group Inc 11 73.33 24.00 14.67 14.67 20.00 Ardurra Group, Inc.12 72.67 22.00 14.67 16.00 20.00 NATHAN D. MAIER CONSULTING ENG 13 69.33 22.00 14.67 14.67 18.00 Birkhoff, Hendricks & Carter, 14 68.00 22.00 14.67 13.33 18.00 HDR Engineering, Inc.15 68.00 20.00 13.33 14.67 20.00 Perkins Engineering Consultant 16 66.00 22.00 14.67 13.33 16.00 HR Green, Inc.17 65.33 22.00 12.00 13.33 18.00 Provenance Engineering, LLC 18 64.00 18.00 14.67 13.33 18.00 Cobb, Fendley & Associates, In 19 63.33 18.00 12.00 13.33 20.00 Pacheco Koch Consulting Engine 20 63.33 18.00 13.33 12.00 20.00 CRIADO & Associates, Inc.21 62.00 20.00 12.00 12.00 18.00 Neel-Schaffer, Inc.22 62.00 20.00 12.00 12.00 18.00 Dannenbaum Engineering Corpora 23 61.33 18.00 12.00 13.33 18.00 Weston Solutions, Inc 24 61.33 18.00 13.33 12.00 18.00 KSA Engineers, Inc.25 58.00 18.00 12.00 12.00 16.00 JQ Infrastructure 26 54.00 16.00 12.00 12.00 14.00 515 Exhibit 2 RFQ 7574 Engineering Services for Water and Wastewater Electrical & Instrumental Supplier Rank Score Key personnel and project team Experience of the Firm Past Performance Adequacy and availability of resources Gupta & Associates Inc.1 88.00 26.00 17.33 18.67 26.00 Signature Automation 2 88.00 28.00 17.33 18.67 24.00 Arcadis U.S., Inc.3 87.33 28.00 17.33 16.00 26.00 CDM Smith 4 75.33 22.00 14.67 14.67 24.00 Black & Veatch Corporation 5 71.33 24.00 14.67 14.67 18.00 Neel-Schaffer, Inc.6 66.67 20.00 13.33 13.33 20.00 HDR Engineering, Inc.7 62.67 18.00 13.33 13.33 18.00 Birkhoff, Hendricks & Carter, 8 50.67 18.00 9.33 9.33 14.00 516 Exhibit 2 RFQ 7574 Engineering Services for Water and Wastewater Easement & Right-Of-Way Acquisition Supplier Rank Score Key personnel and project team Experience of the Firm Past Performance Adequacy and availability of resources Teague Nall and Perkins, Inc.1 94.00 24.00 20.00 20.00 30.00 Cobb, Fendley & Associates, In 2 86.67 26.00 17.33 17.33 26.00 Halff Associates, Inc.3 86.00 28.00 16.00 16.00 26.00 THC, Inc.4 76.00 26.00 14.67 13.33 22.00 NATHAN D. MAIER CONSULTING ENG 5 70.00 20.00 14.67 13.33 22.00 HDR Engineering, Inc.6 68.67 20.00 13.33 13.33 22.00 Birkhoff, Hendricks & Carter, 7 39.33 12.00 9.33 8.00 10.00 517 Exhibit 2 RFQ 7574 Engineering Services for Water and Wastewater Geotechnical Engineering & Testing Supplier Rank Score Key personnel and project team Experience of the Firm Past Performance Adequacy and availability of resources Alpha Testing, Inc.1 92.00 26.00 18.67 17.33 30.00 HVJ Associates 2 89.33 28.00 17.33 16.00 28.00 518 Exhibit 2 RFQ 7574 Engineering Services for Water and Wastewater Surveying & Subsurface Utility Engineering Supplier Rank Score Key personnel and project team Experience of the Firm Past Performance Adequacy and availability of resources Teague Nall and Perkins, Inc.1 92.67 26.00 20.00 18.67 28.00 White Hawk Engineering & Desig 2 88.67 26.00 17.33 17.33 28.00 NATHAN D. MAIER CONSULTING ENG 3 86.67 28.00 18.67 16.00 24.00 Cobb, Fendley & Associates, In 4 85.33 26.00 17.33 16.00 26.00 CP&Y, Inc.5 78.00 24.00 14.67 17.33 22.00 Halff Associates, Inc.6 78.00 22.00 16.00 16.00 24.00 KCI Technologies, Inc.7 73.33 24.00 16.00 13.33 20.00 Neel-Schaffer, Inc.8 72.67 22.00 14.67 16.00 20.00 Pacheco Koch Consulting Engine 9 70.00 20.00 14.67 13.33 22.00 825 Watters Blvd.10 69.33 20.00 16.00 13.33 20.00 Birkhoff, Hendricks & Carter, 11 55.33 16.00 10.67 14.67 14.00 JQ Infrastructure 12 54.67 16.00 10.67 12.00 16.00 519 RFQ 7574 - Respondent Sheet for Pre-Qualified List of Engineering Services for Water and Wastewater W/WW Modeling & Hydraulics Kimley-Horn and Associates, In 1 89.3 Halff Associates, Inc. 2 88.0 Freese and Nichols, Inc. 3 87.3 Hazen and Sawyer 4 87.3 Garver 5 86.7 W/WW Planning & Permitting Kimley-Horn and Associates, In 1 90.7 Freese and Nichols, Inc. 2 88.7 Plummer 3 88.7 Black & Veatch Corporation 4 87.3 HDR Engineering, Inc. 5 87.3 Hazen and Sawyer 6 86.7 Wastewater Treatment Facilities Freese and Nichols, Inc. 1 90.0 Kimley-Horn and Associates, In 2 90.0 Garver 3 88.7 CP&Y, Inc. 4 87.3 Hazen and Sawyer 5 86.7 Water Treatment Facilities Kimley-Horn and Associates, In 1 92.7 Parkhill, Smith & Cooper Inc. 2 87.3 Arcadis U.S., Inc. 3 86.7 Black & Veatch Corporation 4 86.7 Freese and Nichols, Inc. 5 86.7 Water Storage, Pumping and Distribution Facilities Kimley-Horn and Associates, In 1 92.0 Parkhill, Smith & Cooper Inc. 2 87.3 Arcadis U.S., Inc. 3 85.3 Black & Veatch Corporation 4 85.3 Freese and Nichols, Inc. 5 85.3 Wastewater Detention, Lift Station, and Collection CP&Y, Inc. 1 92.0 Hazen and Sawyer 2 92.0 Kimley-Horn and Associates, In 3 92.0 Parkhill, Smith & Cooper Inc. 4 87.3 Garver 5 86.0 Electrical & Instrumental Gupta & Associates Inc. 1 88.0 Signature Automation 2 88.0 Arcadis U.S., Inc. 3 87.3 Easement & Right-Of-Way Acquisition Teague Nall and Perkins, Inc. 1 94.0 Cobb, Fendley & Associates, In 2 86.7 Halff Associates, Inc. 3 86.0 Geotechnical Engineering & Testing Alpha Testing, Inc. 1 92.0 HVJ Associates 2 89.3 Surveying & Subsurface Utility Engineering Teague Nall and Perkins, Inc. 1 92.7 White Hawk Engineering & Desig 2 88.7 NATHAN D. MAIER CONSULTING ENG 3 86.7 Cobb, Fendley & Associates, In 4 85.3 520 ORDINANCE NO. __________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, FOR APPROVAL OF A PRE-QUALIFIED PROFESSIONAL SERVICES LIST FOR PLANNING, MODELING, HYDRAULICS, PERMITTING, ENGINEERING DESIGN FOR TREATMENT, STORAGE, PUMPING, DISTRIBUTION FOR WATER FACILITIES, ENGINEERING DESIGN FOR TREATMENT, DETENTION, LIFT STATION AND COLLECTION FOR WASTEWATER FACILITIES; ELECTRICAL & INSTRUMENTATION SERVICES; EASEMENT AND RIGHT-OF-WAY ACQUISITION SERVICES; GEOTECHNICAL ENGINEERING AND TESTING SERVICES; AND SURVEYING AND SUB-SURFACE UTILITY ENGINEERING SERVICES FOR THE WATER AND WASTEWATER DEPARTMENTS; AND PROVIDING AN EFFECTIVE DATE (RFQ 7574 FOR THREE (3) YEARS, WITH THE OPTION FOR TWO (2) ADDITIONAL ONE (1) YEAR EXTENSIONS, IN THE TOTAL FIVE (5) YEAR TERM). WHEREAS, the City of Denton, Texas (the firms ready to serve as contractors to provide the City with social services on a continuing contract basis; and WHEREAS, on December 9, 2020, the City issued a Request for Qualifications No. 7574, Pre-Qualified List of Engineering Services for Water and Wastewater for planning, modeling, hydraulics, permitting, engineering design for treatment, storage, pumping, distribution for water facilities, engineering design for treatment, detention, lift station and collection for wastewater facilities; electrical & instrumentation services; easement and right-of-way acquisition services; geotechnical engineering and testing services; and surveying and sub-surface utility engineering services as detailed in the RFQ; and WHEREAS, in response to the RFQ, which was in accordance with the provisions of Texas Government Code, Chapter 2254, the City evaluated each submission in accordance with selection criteria in order to determine the most qualified firms to provide the services; and WHEREAS, the City staff has prepared a list attached as Exhibit A representing those firms whose qualifications and references demonstrated to be the most advantageous to the City; and delegation authority, will be brought to the City Council in compliance with all procurement statutes and local ordinances, considering the importance of price and other evaluation factors in the RFQ; and WHEREAS, the City Council finds that the selection of firms for the provision of services, pursuant to the terms, conditions, and specifications contained in the RFQ, should be approved and is in the best interest of the citizens of the City of Denton; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: 521 SECTION 1. The City Council of the City of Denton, Texas, hereby approves the selection of professional contractors, which pre-qualified list is attached hereto as Exhibit A and incorporated by reference herein, for the provision of social services on a continuing contract basis with the City of Denton, pursuant to the Request for Qualifications No. 7574 Pre-Qualified List of Engineering Services for Water and Wastewater. SECTION 2. Any formal written agreement as a result of the acceptance, approval, and awarding of the proposals from the RFQ must be done in accordance with procurement statues and local ordinances; provided that, the City Manager, or their designee, may take any actions that may be required or permitted to be performed within their previously delegated authority. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by __________________________ and seconded by _________________________________, the ordinance was passed and approved by the following vote [___ - ___]: Aye Nay Abstain Absent Mayor Gerard Hudspeth: ______ ______ ______ ______ Birdia Johnson, District 1: ______ ______ ______ ______ Connie Baker, 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 ___________________________, 2021. __________________________________ GERARD HUDSPETH, MAYOR 522 ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: _________________________________ 523 EXHIBIT A RFQ 7574 - Respondent Sheet for Pre-Qualified List of Engineering Services for Water and Wastewater W/WW Modeling & Hydraulics Kimley-Horn and Associates, In 1 89.3 Halff Associates, Inc. 2 88.0 Freese and Nichols, Inc. 3 87.3 Hazen and Sawyer 4 87.3 Garver 5 86.7 W/WW Planning & Permitting Kimley-Horn and Associates, In 1 90.7 Freese and Nichols, Inc. 2 88.7 Plummer 3 88.7 Black & Veatch Corporation 4 87.3 HDR Engineering, Inc. 5 87.3 Hazen and Sawyer 6 86.7 Wastewater Treatment Facilities Freese and Nichols, Inc. 1 90.0 Kimley-Horn and Associates, In 2 90.0 Garver 3 88.7 CP&Y, Inc. 4 87.3 Hazen and Sawyer 5 86.7 Water Treatment Facilities Kimley-Horn and Associates, In 1 92.7 Parkhill, Smith & Cooper Inc. 2 87.3 Arcadis U.S., Inc. 3 86.7 Black & Veatch Corporation 4 86.7 Freese and Nichols, Inc. 5 86.7 Water Storage, Pumping and Distribution Facilities Kimley-Horn and Associates, In 1 92.0 Parkhill, Smith & Cooper Inc. 2 87.3 Arcadis U.S., Inc. 3 85.3 Black & Veatch Corporation 4 85.3 Freese and Nichols, Inc. 5 85.3 Wastewater Detention, Lift Station, and Collection CP&Y, Inc. 1 92.0 Hazen and Sawyer 2 92.0 Kimley-Horn and Associates, In 3 92.0 Parkhill, Smith & Cooper Inc. 4 87.3 Garver 5 86.0 Electrical & Instrumental Gupta & Associates Inc. 1 88.0 Signature Automation 2 88.0 Arcadis U.S., Inc. 3 87.3 Easement & Right-Of-Way Acquisition Teague Nall and Perkins, Inc. 1 94.0 Cobb, Fendley & Associates, In 2 86.7 Halff Associates, Inc. 3 86.0 Geotechnical Engineering & Testing Alpha Testing, Inc. 1 92.0 HVJ Associates 2 89.3 Surveying & Subsurface Utility Engineering Teague Nall and Perkins, Inc. 1 92.7 White Hawk Engineering & Desig 2 88.7 NATHAN D. MAIER CONSULTING ENG 3 86.7 Cobb, Fendley & Associates, In 4 85.3 524 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-554,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,a Texas home-rule municipal corporation,for the approval of a pre-qualified professional services list of state certified Transportation Engineers for various improvements and public safety-related projects within the City of Denton;and providing an effective date (RFQ 7292 -for three (3)years,with the option for two (2)additional one (1)year extensions,in the total five (5) year term). City of Denton Printed on 3/19/2021Page 1 of 1 powered by Legistar™525 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance ACM: David Gaines DATE: March 23, 2021 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, for the approval of a pre-qualified professional services list of state certified Transportation Engineers for various improvements and public safety-related projects within the City of Denton; and providing an effective date (RFQ 7292 – for three (3) years, with the option for two (2) additional one (1) year extensions, in the total five (5) year term). INFORMATION/BACKGROUND This list will be used to expedite capital project delivery and to reduce staff time and City resources. The Transportation Engineering Department advertised a request for qualifications (RFQ) relating to specialized professional services in several transportation-related disciplines. On October 26, 2020, an RFQ was advertised for professional services in six categories including Traffic Engineering Studies, Intelligent Transportation System Controls, Transportation Illumination, Roadway-Rail Grade Crossings & Quiet Zones, Bicycle and Pedestrian Facility Development, and Roundabout Design. All Statements of Qualification (SOQs) from thirty-one (31) engineering consultants were received by the submittal deadline of November 17, 2020. The RFQ process involved the review of the 31 SOQs and the scoring of each firm in the categories they submitted. This process ensures that not only are all consultants reviewed fairly and based on criteria spelled out to each consultant in the original RFQ, but it also ensures that the City can use this RFQ process for consultant selection and contract negotiation regardless of the project funding source (i.e. state and/or federal funding). The goal of the City of Denton’s pre-qualified transportation engineering list would be to provide a qualified list of approved engineering firms from which the Transportation Engineering department can evaluate for specific projects. A ranking of the pre-qualified vendors in the project category will be performed for every project using the list. The City will then negotiate scope and price with the highest-ranked firm. If the City and the firm cannot agree on the overall amount, the City moves on to the next firm to gain the best possible contract for the City and the project. Any qualified transportation engineering firm that was pre-qualified under this RFQ is eligible to receive contracts for professional services that would go through the normal negotiation and award process. It is intended that this method of qualifying appraisal firms for current and future capital project delivery will be repeated every five (5) years and is eligible for use by any City of Denton departments and divisions when these services are required. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 526 Request for Qualifications (RFQ) for professional transportation engineering services was sent to 402 prospective firms for these services, including 16 Denton firms. In addition, the RFQ was placed on the Materials Management website for prospective respondents to download and advertised in the local newspaper. Thirty-one (31) statements of qualifications (SOQ) were received. The SOQs were evaluated based on published criteria including past performance, experience and qualifications, and schedule. All firms scoring 80 or higher were placed on the list. The evaluation team is recommending approval of the list with eleven (11) qualified firms. NIGP Code Used for Solicitation: 969 - (Service Only) - Professional Services, Higher Education and 925 - (Service Only) - Engineering Services, Professional Notifications sent for Solicitation sent in IonWave: 402 Number of Suppliers that viewed Solicitation in IonWave: 101 HUB-Historically Underutilized Business Invitations sent out: 40 SBE-Small Business Enterprise Invitations sent out: 101 Responses from Solicitation: 31 RECOMMENDATION Recommend approval of professional services list of state certified Transportation Engineers for various improvements and public safety-related projects within the City of Denton as reviewed and qualified by City staff. ESTIMATED SCHEDULE OF PROJECT This qualified firm list will remain active for three (3) years with options to extend the contract for two (2) additional one (1) year periods, with all terms and conditions remaining the same. FISCAL INFORMATION No funds are requested or required to be spent as part of this approval. Individual contracts will be negotiated with each firm and purchasing orders will be issued as needed. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Evaluation Sheet Exhibit 3: Pre-Qualified Firm List Exhibit 4: Ordinance Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Rebecca Diviney, 940-349-8461. Legal point of contact: Marcella at 940-349-8333. 527 2) Ability to meet schedules Rank Supplier Proof of ability to deliver services within the requested timelines - 15% Firm can provide all requested services in house - 10% Summary of Qualifications - 15% Letter of evaluation from a previous client within the past 3 years - 15% Registered Professional Engineer - 10% Additional Certifications - 5% Professional Experience - 15% Resumes of key personnel available - 15% Score (100) 1 Kimley-Horn and Associates, Inc.15 10 15 13 10 5 15 15 98.3 2 Lee Engineering 15 10 15 13 10 5 15 13 96.7 3 LJA Engineering, Inc.10 10 15 15 10 3 15 12 90.0 4 HDR Engineering, Inc.12 10 13 10 10 3 15 12 85.0 5 Teague Nall and Perkins, Inc.15 3 13 12 10 2 15 12 81.7 6 TranSystems 10 10 10 10 10 2 15 12 78.3 7 T J K M 10 10 10 10 10 2 15 12 78.3 8 Halff Associates, Inc.12 3 12 12 10 2 15 12 76.7 9 BGE, Inc.10 3 12 10 10 5 15 10 75.0 10 Stantec Consulting Services Inc 10 3 13 10 10 3 13 10 73.3 11 Pacheco Koch Consulting Engine 10 3 12 13 10 2 13 10 73.3 12 Freese and Nichols, Inc.12 3 12 8 10 3 13 12 73.3 13 Traffic Engineering Consultant 10 3 10 12 10 3 13 10 71.7 14 DeShazo Group 12 3 10 8 10 2 15 12 71.7 15 BURGESS & NIPLE, INC.12 3 7 12 10 3 13 10 70.0 16 White Hawk Engineering & Design 10 3 10 10 10 2 13 12 70.0 17 Huitt-Zollars, lInc.10 3 8 10 10 2 15 10 68.3 18 Burns & McDonnell 10 3 7 10 10 5 13 10 68.3 19 MV Engineering, Inc.12 0 8 10 10 3 13 12 68.3 20 Cobb, Fendley & Associates, Inc 10 3 10 12 10 2 10 10 66.7 21 Bridgefarmer & Associates, Inc.10 3 7 10 10 2 13 10 65.0 22 Neel-Schaffer, Inc.10 0 7 12 10 2 13 12 65.0 23 BCC Engineering, LLC 10 0 7 7 10 3 12 10 58.3 24 Peloton Land Solutions 7 0 7 8 10 2 13 12 58.3 25 Dunaway Associates 10 3 12 10 7 0 10 7 58.3 1) Past Performance and experience 3e) Bicycle and Pedestrian Facility Development Exhibit 2 RFQ 7292 - Evaluation Sheet for Professional Transportation Engineering Services - Bicycle and Pedestrian Facility Development 528 2) Ability to meet schedules Rank Supplier Proof of ability to deliver services within the requested timelines - 15% Firm can provide all requested services in house - 10% Summary of Qualifications - 15% Letter of evaluation from a previous client within the past 3 years - 15% Registered Professional Engineer - 10% Additional Certifications - 5% Professional Experience - 15% Resumes of key personnel available - 15% Score (100) 1 Kimley-Horn and Associates, Inc.15 10 15 13 10 5 15 13 96.7 2 Lee Engineering 15 10 15 13 10 3 15 12 93.3 3 LJA Engineering, Inc.10 10 15 15 10 5 15 13 93.3 4 SL Engineering, LLC 13 3 13 15 10 5 13 13 86.7 5 TEAL Engineering Services, INC.13 0 13 13 10 5 15 15 85.0 6 HDR Engineering, Inc.12 10 13 10 10 2 13 12 81.7 7 T J K M 10 10 10 10 10 3 15 12 80.0 8 Halff Associates, Inc.12 3 12 12 10 2 15 12 76.7 9 TranSystems 10 10 10 10 10 2 13 10 75.0 10 Stantec Consulting Services In 10 3 13 10 10 2 13 12 73.3 11 Alliance Transportation Group,10 3 10 12 10 5 12 12 73.3 \ 1) Past Performance and experience 3b) ITS Control Systems - Experience and Qualifications Exhibit 2 RFQ 7292 - Evaluation Sheet for Professional Transportation Engineering Services - ITS Control Systems 529 2) Ability to meet schedules Rank Supplier Proof of ability to deliver services within the requested timelines - 15% Firm can provide all requested services in house - 10% Summary of Qualifications - 15% Letter of evaluation from a previous client within the past 3 years - 15% Registered Professional Engineer - 10% Additional Certifications - 5% Professional Experience - 15% Resumes of key personnel available - 15% Score (100) 1 Kimley-Horn and Associates, Inc.15 10 15 13 10 5 15 15 98.3 2 Lee Engineering 15 10 15 13 10 5 15 13 96.7 3 LJA Engineering, Inc.10 10 15 15 10 5 15 13 93.3 4 HDR Engineering, Inc.12 10 13 10 10 2 15 13 85.0 5 TranSystems 10 10 10 10 10 5 15 13 83.3 6 Teague Nall and Perkins, Inc.15 3 13 12 10 2 15 12 81.7 7 T J K M 10 10 10 10 10 3 13 10 76.7 8 Lockwood, Andrews & Newnam, Inc.10 3 10 10 10 3 13 12 71.7 9 Huitt-Zollars, lInc.10 3 8 10 10 2 15 10 68.3 10 Cobb, Fendley & Associates, Inc.10 3 10 12 10 3 10 10 68.3 11 Bridgefarmer & Associates, Inc.10 3 7 10 10 3 13 10 66.7 12 Freese and Nichols, Inc.12 3 12 8 7 0 8 7 56.7 13 Stantec Consulting Services Inc 10 3 13 10 3 2 3 3 48.3 14 Dunaway Associates 10 3 12 10 3 2 3 3 46.7 1) Past Performance and experience 3d) Roadway-Rail Grade Crossings & Quiet Zones Exhibit 2 RFQ 7292 - Evaluation Sheet for Professional Transportation Engineering Services - Roadway-Rail Grade Crossing & Quiet Zones 530 2) Ability to meet schedules Rank Supplier Proof of ability to deliver services within the requested timelines - 15% Firm can provide all requested services in house - 10% Summary of Qualifications - 15% Letter of evaluation from a previous client within the past 3 years - 15% Registered Professional Engineer - 10% Additional Certifications - 5% Professional Experience - 15% Resumes of key personnel available - 15% Score (100) 1 Kimley-Horn and Associates, Inc.15 10 15 13 10 5 15 15 98.3 2 Lee Engineering 15 10 15 13 10 5 15 12 95.0 3 LJA Engineering, Inc.10 10 15 15 10 3 15 12 90.0 4 HDR Engineering, Inc.12 10 13 10 10 3 15 12 85.0 5 Teague Nall and Perkins, Inc.15 3 13 12 10 2 15 12 81.7 6 TranSystems 10 10 10 10 10 3 15 12 80.0 7 T J K M 10 10 10 10 10 3 15 12 80.0 8 Halff Associates, Inc.12 3 12 12 10 2 15 12 76.7 9 Stantec Consulting Services Inc 10 3 13 10 10 3 13 10 73.3 10 Pacheco Koch Consulting Engine 10 3 12 13 10 2 13 10 73.3 11 BGE, Inc.10 3 12 10 10 5 12 12 73.3 12 Dunaway Associates 10 3 12 10 10 2 13 10 70.0 13 BURGESS & NIPLE, INC.12 3 7 12 10 3 13 10 70.0 14 Huitt-Zollars, lInc.10 3 8 10 10 2 15 10 68.3 15 Cobb, Fendley & Associates, Inc 10 3 10 12 10 3 10 10 68.3 16 Burns & McDonnell 10 3 7 10 10 5 13 10 68.3 17 Bridgefarmer & Associates, Inc.10 3 7 10 10 2 12 10 63.3 18 WSB & Associates 12 3 10 13 7 0 10 7 61.7 19 Peloton Land Solutions 7 0 7 8 10 2 13 12 58.3 20 BCC Engineering, LLC 10 0 7 7 10 2 12 10 56.7 21 Freese and Nichols, Inc.12 3 12 8 7 0 7 7 55.0 22 Binkley & Barfield, Inc.12 3 8 12 3 2 5 5 50.0 23 Traffic Engineering Consultant 10 3 10 12 3 2 3 3 46.7 1) Past Performance and experience 3f) Roundabout Design Exhibit 2 RFQ 7292 - Evaluation Sheet for Professional Transportation Engineering Services - Roudabout Design 531 2) Ability to meet schedules Rank Supplier Proof of ability to deliver services within the requested timelines - 15% Firm can provide all requested services in house - 10% Summary of Qualifications - 15% Letter of evaluation from a previous client within the past 3 years - 15% Registered Professional Engineer - 10% Additional Certifications - 5% Professional Experience - 15% Resumes of key personnel available - 15% Score (100) 1 Kimley-Horn and Associates, Inc.15 10 15 13 10 5 15 15 98.3 2 Lee Engineering 15 10 15 13 10 5 15 13 96.7 3 LJA Engineering, Inc.10 10 15 15 10 5 15 15 95.0 4 SL Engineering, LLC 13 3 13 15 10 5 15 15 90.0 5 HDR Engineering, Inc.12 10 13 10 10 5 15 13 88.3 6 TEAL Engineering Services, INC.13 0 13 13 10 5 15 13 83.3 7 Teague Nall and Perkins, Inc.15 3 13 12 10 2 15 12 81.7 8 Pacheco Koch Consulting Engine 10 3 12 13 10 5 15 12 80.0 9 WSB & Associates 12 3 10 13 10 5 15 12 80.0 10 TranSystems 10 10 10 10 10 5 15 10 80.0 11 T J K M 10 10 10 10 10 5 15 10 80.0 12 Stantec Consulting Services In 10 3 13 10 10 5 15 12 78.3 13 Halff Associates, Inc.12 3 12 12 10 3 15 12 78.3 14 Cobb, Fendley & Associates, In 10 3 10 12 10 5 15 12 76.7 15 Dunaway Associates 10 3 12 10 10 5 15 12 76.7 16 Freese and Nichols, Inc.12 3 12 8 10 5 15 12 76.7 17 Binkley & Barfield, Inc.12 3 8 12 10 5 15 12 76.7 18 BGE, Inc.10 3 12 10 10 5 15 10 75.0 19 Traffic Engineering Consultant 10 3 10 12 10 5 15 10 75.0 20 BURGESS & NIPLE, INC.12 3 7 12 10 3 15 12 73.3 21 Lockwood, Andrews & Newnam, In 10 3 10 10 10 2 15 13 73.3 22 Alliance Transportation Group,10 3 10 12 10 3 13 10 71.7 23 DeShazo Group 12 3 10 8 10 2 15 12 71.7 24 Huitt-Zollars, lInc.10 3 8 10 10 3 15 10 70.0 25 Burns & McDonnell 10 3 7 10 10 3 15 12 70.0 26 BCC Engineering, LLC 10 0 7 7 10 2 13 10 58.3 27 Bridgefarmer & Associates, Inc.10 3 7 10 7 2 10 7 55.0 28 White Hawk Engineering & Desig 10 3 10 10 3 2 5 3 46.7 29 MV Engineering, Inc.12 0 8 10 3 2 5 3 43.3 30 Neel-Schaffer, Inc.10 0 7 12 3 2 5 3 41.7 31 Peloton Land Solutions 7 0 7 8 3 2 5 3 35.0 1) Past Performance and experience 3a) Traffic Engineering Studies - Experience and Qualifications Exhibit 2 RFQ 7292 - Evaluation Sheet for Professional Transportation Engineering Services - Traffic Studies 532 2) Ability to meet schedules Rank Supplier Proof of ability to deliver services within the requested timelines - 15% Firm can provide all requested services in house - 10% Summary of Qualifications - 15% Letter of evaluation from a previous client within the past 3 years - 15% Registered Professional Engineer - 10% Additional Certifications - 5% Professional Experience - 15% Resumes of key personnel available - 15% Score (100) 1 Kimley-Horn and Associates, Inc.15 10 15 13 10 3 15 15 96.7 2 Lee Engineering 15 10 15 13 10 2 15 12 91.7 3 LJA Engineering, Inc.10 10 15 15 10 3 15 13 91.7 4 HDR Engineering, Inc.12 10 13 10 10 5 15 13 88.3 5 TranSystems 10 10 10 10 10 2 15 12 78.3 6 Halff Associates, Inc.12 3 12 12 10 3 15 12 78.3 7 T J K M 10 10 10 10 10 2 13 10 75.0 8 BGE, Inc.10 3 12 10 10 3 15 12 75.0 9 Pacheco Koch Consulting Engine 10 3 12 13 10 2 13 10 73.3 10 Stantec Consulting Services In 10 3 13 10 10 2 13 10 71.7 11 Huitt-Zollars, lInc.10 3 8 10 10 3 15 10 70.0 12 Dunaway Associates 10 3 12 10 10 2 13 10 70.0 13 Traffic Engineering Consultant 10 3 10 12 10 2 13 10 70.0 14 Lockwood, Andrews & Newnam, In 10 3 10 10 10 2 13 12 70.0 15 Neel-Schaffer, Inc.10 0 7 12 10 5 13 12 68.3 16 Cobb, Fendley & Associates, In 10 3 10 12 10 2 10 10 66.7 17 WSB & Associates 12 3 10 13 7 2 10 10 66.7 18 Bridgefarmer & Associates, Inc.10 3 7 10 10 2 13 10 65.0 19 Freese and Nichols, Inc.12 3 12 8 7 0 10 7 58.3 20 BCC Engineering, LLC 10 0 7 7 10 2 12 10 56.7 1) Past Performance and experience 3c) Transportation Illumination - Experience and Qualifications Exhibit 2 RFQ 7292 - Evaluation Sheet for Professional Transportation Engineering Services - Transportatoin Illumination 533 RFQ 7292 - Respondent Sheet for Pre-Qualified List of Professional Transportation Engineering Services Traffic Studies Kimley-Horn and Associates, In 1 98.3 Lee Engineering 2 96.7 LJA Engineering, Inc. 3 95.0 SL Engineering, LLC 4 90.0 HDR Engineering, Inc. 5 88.3 TEAL Engineering Services, INC. 6 83.3 Teague Nall and Perkins, Inc. 7 81.7 Pacheco Koch Consulting Engine 8 80.0 WSB & Associates 9 80.0 TranSystems 10 80.0 T J K M 11 80.0 ITS Control Kimley-Horn and Associates, In 1 96.7 Lee Engineering 2 93.3 LJA Engineering, Inc. 3 93.3 SL Engineering, LLC 4 86.7 TEAL Engineering Services, INC. 5 85.0 HDR Engineering, Inc. 6 81.7 T J K M 7 80.0 Illumination Kimley-Horn and Associates, In 1 96.7 Lee Engineering 2 91.7 LJA Engineering, Inc. 3 91.7 HDR Engineering, Inc. 4 88.3 Roadway-Rail Grade Crossings & Quiet Zones Kimley-Horn and Associates, In 1 98.3 Lee Engineering 2 96.7 LJA Engineering, Inc. 3 93.3 HDR Engineering, Inc. 4 85.0 TranSystems 5 83.3 Teague Nall and Perkins, Inc. 6 81.7 Bicycle and Pedestrian Facility Development Kimley-Horn and Associates, In 1 98.3 Lee Engineering 2 96.7 LJA Engineering, Inc. 3 90.0 HDR Engineering, Inc. 4 85.0 Teague Nall and Perkins, Inc. 5 81.7 Roundabout Design Kimley-Horn and Associates, In 1 98.3 Lee Engineering 2 95.0 LJA Engineering, Inc. 3 90.0 HDR Engineering, Inc. 4 85.0 Teague Nall and Perkins, Inc. 5 81.7 TranSystems 6 80.0 T J K M 7 80.0 534 ORDINANCE NO. __________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, FOR THE APPROVAL OF A PRE-QUALIFIED PROFESSIONAL SERVICES LIST OF STATE CERTIFIED TRANSPORTATION ENGINEERS FOR VARIOUS IMPROVEMENTS AND PUBLIC SAFETY-RELATED PROJECTS WITHIN THE CITY OF DENTON; AND PROVIDING AN EFFECTIVE DATE (RFQ 7292 FOR THREE (3) YEARS, WITH THE OPTION FOR TWO (2) ADDITIONAL ONE (1) YEAR EXTENSIONS, IN THE TOTAL FIVE (5) YEAR TERM). WHEREAS, the City of Denton, Texas (the firms ready to serve as contractors to provide the City with social services on a continuing contract basis; and WHEREAS, on October 6, 2020, the City issued a Request for Qualifications No. 7292, Pre- Qualified List of Professional Transportation Engineering Services state-certified transportation engineers for various improvements and public safety-related projects within the City of Denton, as detailed in the RFQ; and WHEREAS, in response to the RFQ, which was in accordance with the provisions of Texas Government Code, Chapter 2254, the City evaluated each submission in accordance with the selection criteria in order to determine the most qualified firms to provide the services; and WHEREAS, the City staff has prepared a list attached as Exhibit A representing those firms whose qualifications and references demonstrated to be the most advantageous to the City; and WHEREAS, awards to a professional firm o delegation authority, will be brought to the City Council in compliance with all procurement statutes and local ordinances, considering the importance of price and other evaluation factors in the RFQ; and WHEREAS, the City Council finds that the selection of firms for the provision of services, pursuant to the terms, conditions, and specifications contained in the RFQ, should be approved and is in the best interest of the citizens of the City of Denton; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Council of the City of Denton, Texas hereby approves the selection of professional contractors, which pre-qualified list is attached hereto as Exhibit A and incorporated by reference herein, for the provision of social services on a continuing contract basis with the City of Denton, pursuant to the Request for Qualifications No. 7292, Pre-Qualified List of Professional Transportation Engineering Services. SECTION 2. Any formal written agreement as a result of the acceptance, approval, and awarding of the proposals from the RFQ must be done in accordance with procurement statues and 535 local ordinances; provided that, the City Manager, or their designee, may take any actions that may be required or permitted to be performed within their previously delegated authority. 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 _________________________________. This ordinance was passed and approved by the following vote [___ - ___]: Aye Nay Abstain Absent Mayor Gerard Hudspeth: ______ ______ ______ ______ Birdia Johnson, District 1: ______ ______ ______ ______ Connie Baker, 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 ___________________________, 2021. __________________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: _________________________________ 536 Exhibit A RFQ 7292 Respondent Sheet for Pre-Qualified List of Professional Transportation Engineering Services Traffic Studies Kimley-Horn and Associates, In 1 98.3 Lee Engineering 2 96.7 LJA Engineering, Inc. 3 95.0 SL Engineering, LLC 4 90.0 HDR Engineering, Inc. 5 88.3 TEAL Engineering Services, INC. 6 83.3 Teague Nall and Perkins, Inc. 7 81.7 Pacheco Koch Consulting Engine 8 80.0 WSB & Associates 9 80.0 TranSystems 10 80.0 T J K M 11 80.0 ITS Control Kimley-Horn and Associates, In 1 96.7 Lee Engineering 2 93.3 LJA Engineering, Inc. 3 93.3 SL Engineering, LLC 4 86.7 TEAL Engineering Services, INC. 5 85.0 HDR Engineering, Inc. 6 81.7 T J K M 7 80.0 Illumination Kimley-Horn and Associates, In 1 96.7 Lee Engineering 2 91.7 LJA Engineering, Inc. 3 91.7 HDR Engineering, Inc. 4 88.3 Roadway-Rail Grade Crossings & Quiet Zones Kimley-Horn and Associates, In 1 98.3 Lee Engineering 2 96.7 LJA Engineering, Inc. 3 93.3 HDR Engineering, Inc. 4 85.0 TranSystems 5 83.3 Teague Nall and Perkins, Inc. 6 81.7 Bicycle and Pedestrian Facility Development Kimley-Horn and Associates, In 1 98.3 Lee Engineering 2 96.7 LJA Engineering, Inc. 3 90.0 HDR Engineering, Inc. 4 85.0 Teague Nall and Perkins, Inc. 5 81.7 Roundabout Design Kimley-Horn and Associates, In 1 98.3 Lee Engineering 2 95.0 LJA Engineering, Inc. 3 90.0 HDR Engineering, Inc. 4 85.0 Teague Nall and Perkins, Inc. 5 81.7 TranSystems 6 80.0 T J K M 7 80.0 537 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-477,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton authorizing the Interim City Manager or her designee to execute an underground sprinkler license and mowing agreement between the City of Denton and the Meadows at Hickory Creek Owners Association,regarding an underground sprinkler license and mowing agreement pertaining to land located within the right-of-way of Vintage Boulevard between Bonnie Brae Street and State Highway 377,City and County of Denton,Texas;authorizing the expenditure of funds therefor;and providing an effective date. City of Denton Printed on 3/19/2021Page 1 of 1 powered by Legistar™538 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Parks and Recreation DCM: David Gaines, Interim Deputy City Manager DATE: March 23, 2021 SUBJECT Consider adoption of an ordinance of the City of Denton authorizing the Interim City Manager or her designee to execute an underground sprinkler license and mowing agreement between the City of Denton and the Meadows at Hickory Creek Owners Association, regarding an underground sprinkler license and mowing agreement pertaining to land located within the right-of-way of Vintage Boulevard between Bonnie Brae Street and State Highway 377, City and County of Denton, Texas; authorizing the expenditure of funds therefor; and providing an effective date. BACKGROUND For approximately the last 15 years, the Meadows at Hickory Creek Owners Association has maintained the mowing and irrigation in the right-of-way of Vintage Blvd. east of Bonnie Brae St. The Association maintained both the north and south side of the road to add to the beautification of the neighborhood. During the Vintage Blvd. construction, the City contractor damaged the irrigation system in the right-of- way maintained by the Association. At that time, the Association contacted the City to discuss the replacement and installation of the irrigation system. Staff researched the history of the initial installation and determined that the developer installed the infrastructure. No landscape maintenance agreement was executed, however, that would officially approve access to the right-of-way. Therefore, no record of the irrigation installation placement and existence was available for review during the Vintage Blvd. reconstruction. Meadows of Hickory Creek Owners Association has requested that the City of Denton reinstall the irrigation, at an estimated cost of $100,000. In addition, the association is requesting permission to access the right-of way for maintenance and beautification once construction is complete. Once reinstalled, the Association will be responsible for the regular maintenance, repair, and utility costs. The Association will maintain the right-of-way at a higher level of service than is typically provided by Parks and Recreation. Currently, medians and rights-of-way near residential neighborhoods are mowed an estimated 20 times per year. If the agreement is approved, the Parks and Recreation Department will still be responsible for moving the median at a prescribed 20 times per year and the Association will mow the right-of-way turf an additional estimated 35 times per year to maintain a higher standard of beautification. Over the course of the last few months, City staff from various departments have been meeting with the neighborhood to communicate road construction timelines, future park activity with the area as well as overall general questions related to city operations. During these meetings, city staff discussed the possibility of installing trees and irrigation within the median between I-35W and U.S. 377 to improve the beautification of the thoroughfare that traverses the neighborhood. Staff has created a design to install City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 539 approximately 115-120 trees within the median to enhance beautification of the area, as well as continue to support our tree canopy efforts. The Tree Fund is proposed to be used for both tree and irrigation installations with an estimated cost of $95,000. RECOMMENDATION Staff recommends City Council approve the agreement as presented, which includes installation of an irrigation system at a cost of approximately $100,000. Funding for this irrigation replacement will be provided from Bonnie Brae Street Phase 2. ESTIMATED SCHEDULE OF PROJECT If approved, it is anticipated that the irrigation in the right-of-way would be installed in late Spring 2021. In addition, the tree and irrigation installation in the median would be scheduled to be installed in late Spring 2021 if possible, to avoid planting trees in the summer. OPERATIONAL IMPACT The Parks and Recreation Department will still be responsible for the prescribed regular mowing of the median and maintenance of the new trees. The Meadows at Hickory Creek Owners Association will continue the responsibility for the mowing and litter for the rights of way. FISCAL INFORMATION Right-of-way irrigation - $100,000 from Bonnie Brae St. Phase 2 Median irrigation and tree planting - $95,000 from the Tree Mitigation Fund EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Ordinance Respectfully submitted: Gary Packan, Parks and Recreation Prepared by: Gary Packan, Director, Parks and Recreation 540 ORDINANCE NO.__________ AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE INTERIM CITY MANAGER OR HER DESIGNEE TO EXECUTE AN UNDERGROUND SPRINKLER LICENSE AND MOWING AGREEMENT BETWEEN THE CITY OF DENTON AND THE MEADOWS AT HICKORY CREEK OWNERS ASSOCIATION, REGARDING AN UNDERGROUND SPRINKLER LICENSE AND MOWING AGREEMENT PERTAINING TO LAND LOCATED WITHIN THE RIGHT-OF-WAY OF VINTAGE BOULEVARD BETWEEN BONNIE BRAE STREET AND STATE HIGHWAY 377, CITY AND COUNTY OF DENTON, TEXAS; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Meadows at Hickory Creek Owners Association (the “Property Owner”) represents that it is the owner of record of real property located in the City of Denton, Denton County, Texas which is more particularly described in the attached Exhibit A (the “Property”); and WHEREAS, the City has agreed to replace an underground sprinkler system owned by the Property Owner that was damaged by the City during construction on Vintage Boulevard; and WHEREAS, the replacement underground sprinkler system will be substantially the same as the prior system and the City will provide the Property Owner with an “as built” schematic drawing of the replacement system within 10 days of completed installation; and WHEREAS, after the City has installed the underground sprinkler system for the Property, it will be owned, repaired, maintained, and operated by Property Owner; and WHEREAS, Property Owner also desires to mow the City right-of-way located within the Property; and WHEREAS, City staff and the Property Owner have prepared an Underground Sprinkler License and Mowing Agreement (the “Agreement”) regarding the terms addressed above and recommend approval to the City Council; and WHEREAS, the City Council finds that it is in the public interest to enter into the Agreement; NOW, THEREFORE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations in the preamble of this Ordinance are incorporated herein by reference as true and as if fully set forth in the body of this Ordinance. SECTION 2. The Interim City Manager or her designee is hereby authorized to execute the Underground Sprinkler License and Mowing Agreement between the City of Denton and the Meadows at Hickory Creek Owners Association, in the form as attached hereto and made a part hereof Exhibit “A.” 541 SECTION 3. The Interim City Manager, or her designee, is further authorized to carry out all duties and responsibilities of the City pursuant to the Agreement, including but not limited to the expenditure of funds. SECTION 4. This Ordinance shall become effective immediately upon its passage and approval. The motion to approve this resolution was made by ________________________ and seconded by _________________________________, the resolution was passed and approved by the following vote [__ - __]: Aye Nay Abstain Absent Gerard Hudspeth, Mayor: ____ ____ ____ ____ Birdia Johnson, District 1: ____ ____ ____ ____ Connie Baker, 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 _______________, 2021. __________________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: __________________________________ 542 543 544 545 546 547 548 549 550 551 552 553 554 555 556 557 558 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-310,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton authorizing the Interim City Manager to execute a Master Agreement regarding property at and adjacent to 414 West Parkway Street with the Denton Chamber of Commerce,Inc.; authorizing the Interim City Manager to carry out all duties pursuant thereto including the execution of a Ground Lease Termination; and providing an effective date. City of Denton Printed on 3/19/2021Page 1 of 1 powered by Legistar™559 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Real Estate CM/ DCM/ ACM: Frank Dixon DATE: March 23, 2021 SUBJECT Consider adoption of an ordinance of the City of Denton authorizing the Interim City Manager to execute a Master Agreement regarding property at and adjacent to 414 West Parkway Street with the Denton Chamber of Commerce, Inc.; authorizing the Interim City Manager to carry out all duties pursuant thereto including the execution of a Ground Lease Termination; and providing an effective date. BACKGROUND On August 21, 1973, the City and the Denton Chamber of Commerce (“Chamber”) entered into a ground lease on City property for the Chamber to construct a building and related improvements supporting its activities. The original lease was subsequently amended to extend the lease term through August of 2048. In accordance with the lease terms, at the end of the lease term, the Chamber’s ownership of the building and improvements will terminate, and the City will acquire full ownership of the improvements free and clear of any indebtedness or obligations. The City Council recently authorized the City Manager to enter into a new lease agreement with the Chamber in the City’s new Development Services building at 401 N. Elm Street. The Chamber has recently relocated its operations from the ground lease location on City property at 414 West Parkway, to the new lease location. As the building on Parkway is now unoccupied, the Chamber desires to terminate its existing ground lease, and has agreed to relinquish its remaining leasehold interest at the West Parkway location. Additionally, the City and Chamber desire to enter into a listing agreement with Axis Realty Group of Denton, Inc. to list the land and improvements for sale, subject to a retained drainage easement. Because of the Chamber’s long-term leasehold interest, the City and Chamber have agreed to an equal division of the proceeds for the sale of the property on Parkway. The Chamber has also agreed to jointly market and sell its separate property, including the parking lot at 413 West Congress Street, as it provides supplemental parking needed to meet building standards at the City property site on West Parkway. The Chamber will enter into a separate listing agreement to sell its separate property. Together, the properties will be listed for a minimum of six months at a combined list price of $995,000.00 in accordance with the listing agreement. The City and Chamber have agreed to a distribution of proceeds collected from the sale. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 560 RECOMMENDATION Staff recommends approval of the ordinance. FISCAL INFORMATION The City and Chamber have agreed to a distribution of proceeds collected from the sale. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Ordinance and Agreement – Chamber of Commerce Master Agreement Exhibit 3: Presentation – Chamber of Commerce Master Agreement Respectfully submitted: Deanna Cody Deputy Director-Real Estate Prepared by: Deanna Cody Deputy Director-Real Estate 561 ORDINANCE NO. _________ AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE INTERIM CITY MANAGER TO EXECUTE A MASTER AGREEMENT REGARDING PROPERTY AT AND ADJACENT TO 414 WEST PARKWAY STREET WITH THE DENTON CHAMBER OF COMMERCE, INC.; AUTHORIZING THE INTERIM CITY MANAGER TO CARRY OUT ALL DUTIES PURSUANT THERETO INCLUDING THE EXECUTION OF A GROUND LEASE TERMINATION; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton (“City”) owns a 0.449 acre tract of land in the Robert Beaumont Survey, Abstract No. 31 and the William Neill Survey, Abstract No. 971, City of Denton, Denton County, Texas, known locally as 414 West Parkway St., Denton, Texas (“Property”), as more fully described in the legal description attached as Exhibit A to the Agreement attached hereto; and WHEREAS, on August 21, 1973, the City and the Denton Chamber of Commerce, Inc. (“Chamber”) entered into a ground lease on the Property for the Chamber to construct a building and related improvements for its activities (collectively, the “Building”); and WHEREAS, the ground lease, after multiple amendments, terminates on August 31, 2048; and WHEREAS, the Chamber desires to relocate its activities to another location, divesting itself of its remaining leasehold interest, including the Building, and sell additional adjacent property owned solely by the Chamber (those two additional adjacent properties herein called the “Additional Parking Tract”, as more fully described in Exhibit B attached to the Agreement attached hereto; and WHEREAS, as compensation from the City for its remaining leasehold interest in the Property, the Chamber will accept one-half of the net sales proceeds from the sale of the Property and the Building thereon; and WHEREAS, the Chamber is agreeable to terminating its remaining leasehold interest in the Property prior to the closing of the sale of the Property and receive its compensation for the remaining leasehold interest from the proceeds of the sale at closing; and WHEREAS, the City and Chamber have agreed that the Property, including the Building, and the Additional Parking Tract should be marketed together for a combined listing price of $995,000.00 and have agreed to a distribution of proceeds collected from the sale; and WHEREAS, the City Council finds it is in the public interest to enter into the Master Agreement Regarding Property at and Adjacent to 414 West Parkway Street (the “Agreement”), attached hereto as Exhibit 1, concerning the sale of both parcels, the ground lease termination, combined gross sales price allocation, and the Property net sales proceeds distribution; NOW, THEREFORE, 562 2 THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this ordinance are incorporated herein by reference as true and as if fully set forth in the body of this ordinance. SECTION 2. The Interim City Manager is hereby authorized to execute on behalf of the City the Master Agreement Regarding Property at and Adjacent to 414 West Parkway Street, as attached hereto as Exhibit 1 and made a part hereof for all purposes. SECTION 3. The Interim City Manager, or her designee, is further authorized to carry out all duties and obligations to be performed by the City pursuant to the Agreement, including, but not limited to, signing the Lease Termination attached to the Agreement as Exhibit E. 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 Gerard Hudspeth, Mayor: ______ ______ ______ ______ Birdia Johnson, District 1: ______ ______ ______ ______ Connie Baker, 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 ___________________, 2021. __________________________________ GERARD HUDSPETH, MAYOR 563 3 ATTEST: ROSA RIOS, CITY SECRETARY By: __________________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY By: __________________________________ 7 Kendra Kennedy 564 _____________________________________________________________________________________________ Master Agreement Regarding Property at 414 W. Parkway Street (City and Chamber) Page 1 of 21 MASTER AGREEMENT REGARDING PROPERTY AT AND ADJACENT TO 414 W. PARKWAY STREET This Master Agreement Regarding Property at 414 W. Parkway Street (“Agreement”) is intended to govern certain real estate transactions, including a ground lease termination, combined gross sales price allocation, and City property net sales proceeds for the properties identified below between the City of Denton, a Texas home-rule municipal corporation, (“City”) and the Denton Chamber of Commerce, Inc., a Texas corporation (“Chamber”). The Agreement will be effective on the date the City signs it, which will be the final signature among the signatories (“Effective Date”). Recitals 1. The City owns a 0.449 acre tract of land in the Robert Beaumont Survey, Abstract No. 31 and the William Neill Survey, Abstract No. 971, City of Denton, Denton County, Texas, known locally as 414 W. Parkway St., Denton, Texas, as more fully described in the legal description attached hereto as Exhibit A (“City Property”). 2. On August 21, 1973, the City and the Chamber entered into a ground lease on the City Property (“Ground Lease”) for the Chamber to construct a building and related improvements for its activities (collectively, the “Building”). 3. The Ground Lease, after multiple amendments, terminates on August 31, 2048. 4. The Chamber is relocating its activities to another location, and desires to terminate its remaining leasehold interest in the Ground Lease with the City, including the Building, and sell its additional parking lot located on a 0.28 acre tract at the southeast corner of the intersection of N. Carroll Blvd. and W. Congress St. as well as an adjoining tract consisting of 0.21 acres, for a total of 0.49 acres of land owned solely by the Chamber to be sold (collectively, the “Additional Parking Tract”), as more fully described in the survey attached hereto as Exhibit B. 5. The City is willing to accept the termination of the Chamber’s remaining leasehold interest in the Ground Lease and desires to sell the City Property and Building, while reserving a drainage easement on the City Property in favor of the City. 6. The City and Chamber have agreed to market and sell, the City Property and Building, together with the Additional Parking Tract. The Chamber owns the Additional Parking Tract outright; the City has no ownership interest of any type in it. 7. The City and Chamber are agreeable to allocating the Combined Gross Sales Price (as defined in Section 1.b. below) of the City Property and Building and the Additional Parking Tract as follows: Building Value on the City Property – eighty percent; Total Land Value of the City Property and the Additional Parking Tract – twenty percent, all in accordance with Exhibit C, attached hereto and incorporated herein by reference. 565 _____________________________________________________________________________________________ Master Agreement Regarding Property at 414 W. Parkway Street (City and Chamber) Page 2 of 21 8. As compensation from the City for terminating its remaining leasehold interest in the Ground Lease, the Chamber will accept one-half of the Net Sales Proceeds from the sale of the City Property and Building. 9. The Chamber is agreeable to terminating its remaining leasehold interest in the Ground Lease prior to the closing of the sale of the City Property and Building and receive its compensation for terminating the remaining leasehold interest in the Ground Lease from the proceeds of the sale at closing. Terms and Conditions For and in consideration of the recitals set forth above and covenants and undertakings hereinafter contained, the City and the Chamber agree upon the following terms and conditions: 1. The City and Chamber agree: a. To jointly list the City Property, Building, and the Additional Parking Tract for sale with a mutually agreed upon broker at the agreed upon combined listing price of $995,000.00 within seven (7) business days of the Effective Date. b. The “Combined Gross Sales Price” is the total price to be paid by a buyer for both (i) the City Property and Building, and (ii) the Additional Parking Tract. c. To allocate among the properties the listing price, the Combined Gross Sales Price of a buyer’s mutually acceptable offer as follows: i. Building Value – eighty percent of the Combined Gross Sales Price. ii. Total Land Value of City Property and Additional Parking Tract – twenty percent of the Combined Gross Sales Price. For distribution purposes, that total will then be split pro-rata between the two tracts based on acreage amount. d. To execute contracts of sale for their respective properties with the buyer, based on the Combined Gross Sales Price set forth above, within a reasonable time after the mutual acceptance by the City and Chamber of buyer’s offer, subject to the City’s compliance with the requirements of Texas Local Government Code §253.014(d). e. Designate Title Resources, LLC, 525 S. Loop 288, Suite 125, Denton, Texas, as the title company for sale of both the City Property and Building and the Additional Parking Tract. f. To distribute the Combined Gross Sales Price in accordance with the methodology shown in Exhibit C by substituting the Combined Gross Sales Price for the combined listing price shown in Exhibit C. 566 _____________________________________________________________________________________________ Master Agreement Regarding Property at 414 W. Parkway Street (City and Chamber) Page 3 of 21 g. The “Net Sales Proceeds of the City Property and Building” is the total amount following the deduction of traditional closing expenses, including the broker’s fee or commission, which expenses shall be borne equally between the City and Chamber, from the Combined Gross Sales Price allocated to the City Property and the Building pursuant to Section 1.c. and 1.f. Both the City and the Chamber will each receive one half of the Net Sale Proceeds from the sale of the City Property and Building by wire transfer from the title company, subject to the Chamber’s agreement below regarding signage cost. h. The “Net Sales Proceeds of the Additional Parking Tract” is the total amount following the deduction of traditional closing expenses, including the broker’s fee or commission, which expenses shall be borne solely by the Chamber, from the Combined Gross Sales Price allocated to the Additional Parking Tract pursuant to Section 1.c. and 1.f. The Chamber will receive all of the Net Sales Proceeds from the sale of the Additional Parking Tract. i. This Agreement terminates on the earlier of (i) the closing of the combined sale of the City Property, Building, and the Additional Parking Tract, or (ii) the first date on which the “Protection Period” under both listing agreements have expired and there is no “Pending Transaction” for which the listing agreements remain in effect (as such terms are defined in the listing agreements). 2. The Chamber agrees: a. To allow City’s employees and agents into the Building. b. To provide, as soon as reasonably practical but no later than 21 days after the Effective Date, the City with copies of the records described in Exhibit D. c. Execute the Lease Termination with respect to the Ground Lease, in the form attached hereto as Exhibit E prior to the closing on the sale of the City Property and Building. d. To indemnify and hold the City harmless from any claims arising out of the listing agreement for the City Property, Building, or the Adjacent Parking Tract and from any of buyer’s claims, in each instance, related to the title or condition of the City Property, Building, or the Adjacent Parking Tract. e. To have the charge for its signage at the City’s Development Services Department building, as documented pursuant to Section 3.b., deducted from the Chamber’s one half of the Net Sales Proceeds of the City Property and Building prior to distribution and paid directly to City. f. That it will not sell the Adjacent Parking Tract in a transaction separate from and that does not include the City Property and Building. 567 _____________________________________________________________________________________________ Master Agreement Regarding Property at 414 W. Parkway Street (City and Chamber) Page 4 of 21 3. The City agrees: a. The City Property and Building will be sold “As Is, Where Is” and the following will be included both in the contract of sale for, and the deed to, the City Property and Building (with adjustments for defined terms as needed): THIS CONTRACT IS [OR DEED WAS THE RESULT OF] AN ARM’S-LENGTH AGREEMENT BETWEEN THE PARTIES. THE PURCHASE PRICE WAS BARGAINED FOR ON THE BASIS OF AN “AS IS, WHERE IS” TRANSACTION AND REFLECTS THE AGREEMENT OF THE PARTIES THAT THERE ARE NO REPRESENTATIONS, DISCLOSURES, OR EXPRESS OR IMPLIED WARRANTIES, EXCEPT THOSE IN THIS [OR THE] CONTRACT AND THE CLOSING DOCUMENTS. BUYER IS NOT RELYING ON ANY REPRESENTATIONS, DISCLOSURES, OR EXPRESS OR IMPLIED WARRANTIES OTHER THAN THOSE EXPRESSLY CONTAINED IN THIS [OR THE] CONTRACT AND THE CLOSING DOCUMENTS. BUYER IS NOT RELYING ON ANY INFORMATION REGARDING THE PROPERTY PROVIDED BY ANY PERSON, OTHER THAN BUYER’S OWN INSPECTION AND THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS [OR THE] CONTRACT AND THE CLOSING DOCUMENTS. b. To instruct the title company to direct payment of the Chamber’s Net Sales Proceeds of the City Property and Building and Net Sales Proceeds of the Adjacent Parking Tract in accordance with this Agreement. Further, City will provide to the Chamber and the title company the amount of the charge for the Chamber’s signage at the City’s Development Services Department building, along with appropriate supporting documentation. 4. Chamber’s Representations, Warranties, and Covenants – Improvements to the City Property. As of the Effective Date and ongoing until the closing of the sale of the City Property, Building and Adjacent Parking Tract, the Chamber represents, warrants, and covenants to City the following as to the City Property, Building, parking lot and any other improvements made to the City Property pursuant to its Ground Lease: a. Improvements. All improvements to the City Property, including, but not limited to, the Building and parking lot, were constructed and maintained solely by Chamber under its Ground Lease with the City and are referenced collectively herein as the “Improvements”. b. Litigation. Chamber has not received written notice and has no actual knowledge of any litigation pending or threatened with respect to the Improvements or City Property or against the Chamber that might adversely affect the Improvements or City Property or Chamber’s ability to perform its obligations under this Agreement. 568 _____________________________________________________________________________________________ Master Agreement Regarding Property at 414 W. Parkway Street (City and Chamber) Page 5 of 21 c. Governmental Requirements. To Chambers’ actual knowledge, Chamber has complied with all applicable laws, ordinances, regulations, statutes, rules, and restrictions pertaining to and affecting the Improvements and the City Property, and Chamber’s performance of this Agreement will not result in any breach of, constitute any default under, or result in any imposition of any lien or encumbrance on the Improvements or City Property under any agreement or other instrument to which Chamber is a party or by which Chamber is or the Improvements and City Property might be bound. d. Continued Operation. Chamber will operate and manage the Improvements and the City Property in substantially the same manner as it has been operated and managed before the Effective Date. Chamber will maintain the physical condition of the Improvements and City Property in the same or better condition as it presently exists up to the closing date of the City Property and Building, except for reasonable wear and tear and casualty damage. e. Licenses, Permits, and Approvals. Chamber has not received written notice and has no actual knowledge that any license, permit, or approval necessary to use the Improvements and City Property in the manner in which it is currently being used has expired or will not be renewed on expiration or that any material condition will be imposed to use or renew the same. f. Zoning; Land Use; Hazardous Materials. Chamber has not received written notice and has no actual knowledge of any zoning, land-use, hazardous substance or materials, or other conditions or proceedings affecting the Improvements or City Property or any written inquiries or notices by any governmental authority or third party with respect to condemnation, zoning, or other land-use regulations or the presence of hazardous substance or materials affecting the Improvements or City Property. g. Terrorist Organizations Lists. Chamber is not and Chamber has no actual knowledge that its partners, members, shareholders, owners, employees, officers, directors, representatives, or agents is a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control of the Department of the Treasury or under any statute, executive order, or other governmental action. h. No Other Obligation to Sell or Transfer the Improvements, City Property, or Additional Parking Tract or Restriction against Transfer or Sale. Chamber is not obligated to sell or transfer any of the Improvements, City Property, or Additional Parking Tract or any interest therein to any person or entity, other than with respect to its leasehold interest in the Ground Lease to City. Chamber’s performance of this Agreement will not cause a breach of any other agreement or obligation to which Chamber is a party 569 _____________________________________________________________________________________________ Master Agreement Regarding Property at 414 W. Parkway Street (City and Chamber) Page 6 of 21 or by which Chamber or the Improvements, City Property, or Additional Parking Tract is bound. i. No Liens. When the Ground Lease Termination is executed, the Improvements will be free and clear of all mechanic’s and materialman’s liens and other liens and encumbrances of any nature, and no work or materials will have been or will be furnished to the Improvements or City Property by Chamber that might give rise to an outstanding mechanic’s, materialman’s, or other lien against the Improvements or City Property. j. Chamber’s Records. The records provided by Chamber to City for City’s inspections will be true, correct, and complete copies of the records in Chamber’s possession or control. The records that were prepared by or under Chamber’s supervision and control will be true, correct, and complete in all material respects. Unless Chamber notifies City to the contrary at the time of delivery of records provided by Chamber to City that were not prepared by or under Chamber’s supervision and control, Chamber has no actual knowledge that such records are not true, correct, and complete in any material respect. k. Environmental. Chamber has no actual knowledge of and has not received any written notice about any violation of Environmental Laws related to the Improvements or City Property or the presence or release of Hazardous Substances in, on, under, about or from the Improvements or City Property. “Environmental Laws” means any and all applicable Federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any governmental authority or other requirement of law (including common law) regulating, relating to or imposing liability or standards of conduct concerning protection of human health or the environment. “Hazardous Substances” means pollutants, contaminants, hazardous substances, hazardous wastes, petroleum and fractions thereof, and all other chemicals, wastes, substances and materials listed in, regulated by or identified in any Environmental Law. l. Personal Property. Any and all personal property located in the Improvements or on the City Property is owned or controlled by Chamber. It is agreed by the Chamber that title to, and control of, any personal property remaining in or on the Improvements or City Property at the time the Ground Lease is terminated will belong to the City, including the Improvements. 5. Further Assurances. The City and Chamber shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, instruments, and documents, as the other may reasonably request to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby. 570 _____________________________________________________________________________________________ Master Agreement Regarding Property at 414 W. Parkway Street (City and Chamber) Page 7 of 21 6. Risk of Loss. Risk of Loss as to the Improvements due to casualty up to and including the date of closing on the sale of the City Property will be borne by the Chamber, except to the extent of any loss or damage to the Improvements caused solely by the gross negligence or willful misconduct of City. 7. Amendment. This Agreement may not be altered, changed, or amended except by written agreement signed by all parties. 8. Governing Law. This Agreement will be governed by and interpreted under the laws of the state of the Texas. This Agreement will be specifically performable in Denton County. 9. Attorney Fees. If it becomes necessary for either party to employ legal counsel or to bring an action at law or other proceeding to enforce any of the terms, covenants, or conditions of this Agreement, the prevailing party in any action or proceeding will be entitled to recover its costs and expenses incurred, including reasonable attorney fees, from the other party. The term “prevailing party” means the party that has succeeded on a significant issue in the litigation and achieved a benefit with respect to the claims at issue, taken as a whole, whether or not damages are actually awarded to that party. 10. Entire Agreement. This Agreement, including the other agreements referenced herein, contains the entire agreement of the parties. All other understandings, discussions, and agreements previously made between the parties, written or oral, are superseded by this Agreement and the other agreements referenced herein, and neither party is relying on any warranty, statement, or representation not contained in this Agreement or in such other agreements referenced herein. 11. Survival. The provisions of Sections 2(d), 2(e), 4, and 9 will survive this Agreement for a period of 4 years and remain in full force and effect between the parties during that time. 12. Authority to Execute. Each of the signatories to this Agreement represents and warrants that he or she is authorized to execute this Agreement and bind the entity for which he or she is signing to the terms and provisions hereof. Each party warrants that any action required to be taken for this Agreement to be binding on it has been duly and properly taken prior to the execution of this Agreement. 13. Multiple Counterparts. This Agreement may be executed in multiple counterparts, each of which will be deemed an original and all of which together will constitute one agreement. 14. Understanding of Agreement. Both City and Chamber warrant and represent that it has read and understood this Agreement. 571 _____________________________________________________________________________________________ Master Agreement Regarding Property at 414 W. Parkway Street (City and Chamber) Page 8 of 21 15. No Special Relationship. The parties’ relationship is an ordinary commercial relationship, and the parties do not intend to create the relationship of principal and agent, partners, joint venturers, or any other special relationship. CITY: City of Denton, a Texas home-rule municipal corporation _______________________________________ Signature _______________________________________ Printed Name _______________________________________ Title Signed on the _____ of ________________________ , 2021. Acknowledgement State of Texas Denton County This instrument was acknowledged before me on the _____ of ________________________ , 2021, by ______________________________ [printed name] , ______________________________ of the City of Denton, a Texas home-rule municipal corporation, on behalf of said corporation. _______________________________________ Signature, Notary Public, State of Texas (Affix seal here) ATTEST: Rosa Rios, City Secretary By: _________________________________________ 572 _____________________________________________________________________________________________ Master Agreement Regarding Property at 414 W. Parkway Street (City and Chamber) Page 9 of 21 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: _________________________________________ Kendra Kennedy 573 574 _____________________________________________________________________________________________ Master Agreement Regarding Property at 414 W. Parkway Street (City and Chamber) Page 11 of 21 Exhibit A Legal Description - City Property 575 _____________________________________________________________________________________________ Master Agreement Regarding Property at 414 W. Parkway Street (City and Chamber) Page 12 of 21 576 _____________________________________________________________________________________________ Master Agreement Regarding Property at 414 W. Parkway Street (City and Chamber) Page 13 of 21 577 _____________________________________________________________________________________________ Master Agreement Regarding Property at 414 W. Parkway Street (City and Chamber) Page 14 of 21 Exhibit B Legal Description - Additional Parking Tract 578 _____________________________________________________________________________________________ Master Agreement Regarding Property at 414 W. Parkway Street (City and Chamber) Page 15 of 21 Exhibit C Allocation Spreadsheet 579 _____________________________________________________________________________________________ Master Agreement Regarding Property at 414 W. Parkway Street (City and Chamber) Page 16 of 21 Exhibit D Chamber’s Records To the extent that Chamber has possession or control of the following items pertaining to and currently impacting the Improvements or City Property, Chamber will deliver or make the items or copies of them available to City by the deadline stated in Section 2.b.: Governmental - - records of regulatory proceedings or violations Land - soil reports - environmental reports and other information regarding the environmental condition of the Improvements or City Property - engineering reports - prior surveys - site plans Facilities - as-built plans, specifications, and mechanical drawings for Improvements - warranty agreements - management, employment, labor, service, equipment, supply, and maintenance agreements - insurance policies - ADA and other building inspection reports - engineering reports - environmental reports; spill, release, discharge or clean up notices or reports; and any other information regarding the existence or use in, on, under or about the Improvements or City Property of materials or substances during or after construction of the Improvements that may contain Hazardous Substances, including but not limited to lead, asbestos or other substances considered hazardous, toxic or otherwise a threat to the health or safety of persons or a threat to the environment - operating and maintenance plans (for example, asbestos maintenance plans), including preventive and routine maintenance plans and schedules - life-safety plans Financial - utility bills for the most recent twelve months of operation 580 _____________________________________________________________________________________________ Master Agreement Regarding Property at 414 W. Parkway Street (City and Chamber) Page 17 of 21 Leases or Subleases - commission and leasing agent agreements - rent roll setting forth for each Lease or Sublease: o tenant’s name o square footage leased o date of expiration of current and renewal terms o renewal options o basic rent and formula for any additional rents o amount of additional rent paid during the last [number] [months/years] o prepaid rent o delinquent rent o security deposit o alternatively, if no tenants or subtenants exist, a written statement to that effect - current tenant/subtenant or landlord/sub-landlord defaults - options to purchase any portion of the Improvements - rights of first refusal to lease/sublease other space - rights to rent concessions, tenant/subtenant improvements, or other allowances - unpaid or contingent brokerage commissions (including commission on renewals) - estoppel letters and/or subordination agreements Licenses, Agreements, and Encumbrances - all licenses, agreements, and encumbrances (including all amendments and exhibits) affecting title to or use of the Improvements or City Property even if such have not been recorded in the real property records of the county or counties in which the Improvements and City Property is located 581 _____________________________________________________________________________________________ Master Agreement Regarding Property at 414 W. Parkway Street (City and Chamber) Page 18 of 21 Exhibit E LEASE TERMINATION 414 W. Parkway Street, Denton, Texas THE STATE OF TEXAS, § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF DENTON § THIS LEASE TERMINATION, dated and effective as of ________________, 2021 (the “Effective Date”), is made by and between the City of Denton, a Texas home-rule municipal corporation (“Lessor”) and the Denton Chamber of Commerce, a Texas corporation (“Lessee”). Lessor and Lessee are individually and collectively referred to in this Agreement respectively as a “Party” or the “Parties”. For the mutual promises contained herein and other valuable consideration, the receipt and sufficiency of which are acknowledged by the Parties, the Parties hereby agree as follows: 1. The ground lease entered into by the Parties for certain property located at 414 W. Parkway Street, Denton, Texas as filed and recorded in the Real Property Records, Denton County, Texas at Volume 684, Page 373, as amended by the addenda filed and recorded in the Real Property Records, Denton County, Texas at or under Volume 792, Page 332, Clerk’s File No. 1997-19395, and Clerk’s File No. 1997-19396, (the “Ground Lease”) is fully terminated and of no further force or effect, effective as of the Effective Date. 2. Lessee further acknowledges and agrees that as of the Effective Date Lessee relinquishes its remaining leasehold and ownership interest in the building and improvements constructed on the property pursuant to the Ground Lease, and Lessor immediately and without the need for a formal conveyance acquires full ownership of such building and improvements, free and clear of any indebtedness or obligations. [Remainder of page intentionally left blank] 582 _____________________________________________________________________________________________ Master Agreement Regarding Property at 414 W. Parkway Street (City and Chamber) Page 19 of 21 IN WITNESS WHEREOF, the Lessor and the Lessee have each executed this Lease Termination acting by and through its duly authorized officer as of the Effective Date. LESSOR: City of Denton, a Texas home-rule municipal corporation _______________________________________ Signature _______________________________________ Printed Name _______________________________________ Title Acknowledgement State of Texas Denton County This instrument was acknowledged before me on the _____ of ______________________ , 2021, by ______________________________ [printed name] , ______________________________ of the City of Denton, a Texas home-rule municipal corporation, on behalf of said corporation. _______________________________________ Signature, Notary Public, State of Texas (Affix seal here) ATTEST: Rosa Rios, City Secretary By: _________________________________________ 583 _____________________________________________________________________________________________ Master Agreement Regarding Property at 414 W. Parkway Street (City and Chamber) Page 20 of 21 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: _________________________________________ Upon Filing Return To: The City of Denton Attn: DeAnna Cody Real Estate Department 401 North Elm Street Denton, TX 76209 584 _____________________________________________________________________________________________ Master Agreement Regarding Property at 414 W. Parkway Street (City and Chamber) Page 21 of 21 LESSEE: Denton Chamber of Commerce, a Texas corporation _______________________________________ Signature _______________________________________ Printed Name _______________________________________ Title Acknowledgement State of Texas Denton County This instrument was acknowledged before me on the _____ of ________________________ , 2021, by ______________________________ [printed name] , ______________________________ of the Denton Chamber of Commerce, Inc., a Texas corporation, on behalf of said corporation. _______________________________________ Signature, Notary Public, State of Texas (Affix seal here) 585 City of Denton/Chamber of Commerce Property Sale Agreements and Termination of Lease DeAnna Cody Deputy Director-Real Estate March 23, 2021 1 File ID 21-310 and File ID 21-549; March 23, 2021 586 Background •Economic Development and the Denton Chamber of Commerce have both moved their operations to the new Development Services building at 401 North Elm Street to: •Improve coordination and connection between offices, •Reduce duplication of work between two staffs, and •Provide better support to the business community. •February 9, 2021-Council gave staff direction to proceed with terminating the existing Chamber lease of 414 West Parkway and to enter into a listing agreement to sell the City property along with the Chamber’s separate property and the parking lot at 413 Congress Street. 2File ID 21-310 and File ID 21-549; March 23, 2021 587 Sale of Building •City and Chamber have agreed to the sale of existing Chamber building. •City owns land and Chamber owns building and improvements. •Sale will include separate parking lot, which Chamber owns outright. 3File ID 21-310 and File ID 21-549; March 23, 2021 588 Sale Terms: Listing Agreement •City and Chamber have agreed to engage Alex Payne of Axis Realty as the Listing Broker. •Proposed Listing Agreement Terms: •6-month listing agreement. •City and Chamber property to be sold concurrently. •City to retain drainage easement on its property. •Total list price of $995,000. •List price based on combined building/land price and additional parking lot price. •Chamber and City agree to 50/50 split of proceeds of Parkway property. •Equivalent to a buy-out of their lease-hold interests. •Chamber to retain 100% of proceeds on its property. 4File ID 21-310 and File ID 21-549; March 23, 2021 589 Sale Terms: Distribution of Proceeds 5File ID 21-310 and File ID 21-549; March 23, 2021 *Chamber will also pay City for signage at DSC with sale proceeds. 590 Staff Recommendation •Sale: Staff recommends that Council grant the City Manager or designee authority to enter into the Master Agreement with the Chamber and the Listing Agreement with Axis Realty for the listing and joint sale of City and Chamber property •Terms of listing agreement: •6-month listing agreement, •Total list price of $995,000. •Agreement to prorate share of sales proceeds. •Lease: Staff recommends terminating the existing Chamber lease at 414 West Parkway, upon closing of the sale (currently set to expire in 2048). 6File ID 21-310 and File ID 21-549; March 23, 2021 591 Questions? 7File ID 21-310 and File ID 21-549; March 23, 2021 592 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-549,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton authorizing the Interim City Manager to execute a Listing Agreement with Axis Realty Group of Denton, Inc. and the Denton Chamber of Commerce for the sale of certain real property and improvements comprised of a 0.449 acre tract located at 414 West Parkway Street, Denton, Texas; and providing an effective date. City of Denton Printed on 3/19/2021Page 1 of 1 powered by Legistar™593 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Real Estate CM/ DCM/ ACM: Frank Dixon DATE: March 23, 2021 SUBJECT Consider adoption of an ordinance of the City of Denton authorizing the Interim City Manager to execute a Listing Agreement with Axis Realty Group of Denton, Inc. and the Denton Chamber of Commerce for the sale of certain real property and improvements comprised of a 0.449 acre tract located at 414 West Parkway Street Denton, Texas; and providing an effective date BACKGROUND The Denton Chamber of Commerce originally entered into a ground lease with the City in 1973, In its early years, the lease was amended to extend through 2048. The lease provides that at the end of the lease term, the Chamber’s ownership of the building improvements will terminate, and the City will acquire full ownership of the improvements free and clear of any indebtedness or obligations. The City Council recently authorized the City Manager to enter into a new lease agreement with the Chamber in the City’s new Development Services building at 401 N. Elm Street. The Chamber has recently relocated its operations from its ground lease location on City property at 414 West Parkway, to its new location. As the building on Parkway is now unoccupied, the Chamber desires to terminate its existing ground lease, and has agreed to relinquish its remaining leasehold interest at the West Parkway location. Additionally, the City and Chamber desire to enter into a listing agreement with Axis Realty Group of Denton, Inc. to list the land and improvements for sale, subject to a retained drainage easement. Because of the Chamber’s long-term leasehold interest, the City and Chamber have agreed to an equal division of the proceeds for the sale of the property on Parkway. The Chamber has also agreed to sell its separate property, which includes the parking lot at 413 West Congress Street providing supplemental parking needed to meet building standards at the City property site on West Parkway. The Chamber will enter into a separate listing agreement to sell its separate property and will retain all proceeds of the sale. Together, the properties will be listed for a minimum of six months at a combined list price of $995,000.00 in accordance with the listing agreements. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 594 RECOMMENDATION Staff recommends approval of the ordinance. FISCAL INFORMATION The City and Chamber have agreed to an equal division of the proceeds for the sale of the property on Parkway. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Ordinance and Agreement – Sale of 414 Parkway Exhibit 3: Presentation – Sale of 414 Parkway Respectfully submitted: Deanna Cody Deputy Director-Real Estate Prepared by: Deanna Cody Deputy Director-Real Estate 595 ORDINANCE NO. _________ AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE INTERIM CITY MANAGER TO EXECUTE A LISTING AGREEMENT WITH AXIS REALTY GROUP OF DENTON, INC. AND THE DENTON CHAMBER OF COMMERCE FOR THE SALE OF CERTAIN REAL PROPERTY AND IMPROVEMENTS COMPRISED OF A 0.449 ACRE TRACT LOCATED AT 414 WEST PARKWAY STREET, DENTON, TEXAS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton (the “City”) owns certain real property comprised of a 0.449 acre tract located at 414 W. Parkway St., Denton, Texas (the “Property”), as more specifically described and shown on Exhibit “A” to the Listing Agreement defined hereafter and attached hereto; and WHEREAS, the City and the Denton Chamber of Commerce (the “Chamber”) entered into a ground lease for the Property, as amended, expiring August 31, 2048, and providing the right for the Chamber to construct a building and related improvements on the Property for its activities (the “Improvements”) and to own the Improvements during the term of the Chamber Lease (the “Chamber Lease”); and WHEREAS, the Chamber Lease provides that at the end of the term of the Chamber Lease, the Chamber’s ownership of the Improvements will end and the City will acquire full ownership of the Improvements free and clear of any indebtedness or obligations; and WHEREAS, the City and the Chamber desire to enter into a listing agreement in the form attached hereto as Attachment 1, and made a part hereof for all purposes, with Axis Realty Group of Denton, Inc., a real estate broker, to list for sale the Property and Improvements (the “Listing Agreement”); and WHEREAS, the Chamber is relocating its activities pursuant to a new lease with the City for space in the City’s Development Services building, and intends to terminate the Chamber Lease and relinquish its remaining leasehold interest in the Chamber Lease, including its ownership in the Improvements, prior to the closing of any sale of the Property and Improvements in exchange for receiving an allocation of the proceeds from the sale of the Property and Improvements in accordance with the Listing Agreement; and WHEREAS, the Chamber desires to list and sell, pursuant to a separate listing agreement with Axis Realty Group of Denton, Inc., two adjacent tracts, including a parking lot locally known as 413 West Congress St., Denton, Texas, owned by the Chamber (both tracts together herein called the “Additional Parking Tract”); and 596 2 WHEREAS, the City and Chamber desire that the Property, Improvements, and the Additional Parking Tract be marketed together for a combined listing price of $995,000.00 pursuant to the terms of the Listing Agreement; and WHEREAS, City Council finds it is in the public interest to list the Property and Improvements for sale pursuant to the Listing 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 as true and as if fully set forth in the body of this Ordinance. SECTION 2. The Interim City Manager, or her designee, is hereby authorized to execute the Listing Agreement on behalf of the City. SECTION 3. The Interim City Manager, or her designee, is further authorized to carry out all duties and responsibilities of the City pursuant to the Listing Agreement. SECTION 4. This Ordinance shall become effective immediately upon its passage and approval. The motion to approve this Ordinance was made by __________________________ and seconded by _________________________________. The Ordinance was passed and approved by the following vote [___ - ___]: Aye Nay Abstain Absent Gerard Hudspeth, Mayor: ______ ______ ______ ______ Birdia Johnson, District 1: ______ ______ ______ ______ Connie Baker, District 2: ______ ______ ______ ______ Jesse Davis, District 3: ______ ______ ______ ______ John Ryan, District 4: ______ ______ ______ ______ Deb Armintor, At Large Place 5: ______ ______ ______ ______ Paul Meltzer, At Large Place 6: ______ ______ ______ ______ 597 3 PASSED AND APPROVED this the _____ day of ___________________, 2021. _______________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY By: __________________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY By: __________________________________ KendraKennedy 598 Axis Realty Group NORTH TEXAS COMMERCIAL AsSOCIATION OF REALTORS® EXCLUSIVE LISTING AGREEMENT FOR SALE OR LEASE This Agreement is entered into by the undersigned owner(s) (the "Owner") and broker (tt-e "Broker") regarding the property described as 414 W Parkway St. Denton, TX 76201 in Denton County, Texas, or as may be more particularly described on any attached Exhibit "A", SURVEY AND/OR LEGAL DESCRIPTION, together with the improvements located upon t1e property and owned by Owner (collectively, the "Property"). Owner desires to retain the services of Broker to help Owner sell and/or lease the Property. For valuable consideration, Owner and Broker agree as follows: 1. Appointment. Owner appoints Broker as Owner's agent for the Term (defined below), upon the terms and conditions in this Agreement, with the exclusive right to list and [check all applicable boxes] :xJ sell the Property, and/or D lease the Property. Broker will assist Owner in the marketing of the Property and in the negotiating of a sale or lease agreement with any prospective purchaser or tenant (the "Prospect"). Broker may carry out Broker's duties under this Agreement through Broker's sales associates and other brokers ("Cooperating Brokers"). The term "sale" as used in this Agreement includes an exchange. 2. Listing Term. The term of this Agreement (the "Term") commences on its execution and will expire on September 30, 2021 (the "Expiration Date"). 3. Listing Price for Sale. The listing sales price of the Property is$ see Exhibit E 4. Listing Rent and Terms for Lease. The listing rental and terms of the Property for lease are: Unless Owner agrees otherwise in a written lease, Owner will pay the following expenses [check all applicable boxes]: § full services provided to tenant; D real estate taxes; D property insurance premiums; D common area maintenance; maintenance of roof, foundation and structural soundness; D all utilities; D utilities except electricity; or none (absolute net lease). 5. Professional Service Fee. a. Owner agrees to pay Broker a professional service fee (the "Fee") as set forth below [check all applicable boxes]: ~ (i) Sale. (A) Six Point Zero percent ( 6.000 %) of the Sales Price of the Property; or (B) $ . The term "Sales Price" means the gross sales price of th e Property, including the value of any other property given in exchange. Owner shall pay the Fee or cause the Fee to be paid to Broker at the closing of the sale. D (ii) Lease. (A) percent ( %) of the aggregate rental provided in the lease (the "Rental"); or (B) $ --:---:---:--=---- Owner shall pay the Fee or cause the Fee to be paid to Broker: D one-half upon execution of a lease agreement and one-half upon possession of the Property by the Prospect; or 0--------------~------~--~--~~~~~-=--~· If the Property is leased to a Prospect procured by a Cooperating Braker, then the Fee will be increased to 150% of the amount specified above. b. The Fee is payable in the county in which the Property is located. Execution by the Owner of a contract or lease on any price, rental or terms other than as listed in this Agreement will not preclude Broker from collecting the Fee based upon the actual price or rental. Owner will pay the Fee upon the sale, exchange, lease or transfer EXCLUSIVE LISTING AGREEMENT ©Copyright 2014 NTCAR Form No.4 (7-22-14) Axis Really Group,111 S. Elm St,..et Denton TX 76101 Phone: 940.891.1947 Fax; 940.891.1948 Alex P11yne Produced with zipForm8 by ziplogix 1tw70 Fifteen Mile Road, Fraser. Michigan -46026 Wif'N z,plooix com 599 of a legal or equitable interest in the Property (including a contract for deed) to a Prospect during the Term or during the Protection Period. In the event of an exchange of the Property, Broker may receive a professional service fee from each of the parties to the transaction, and the amount of the Fee paid by Owner pursuant to any exchange will be determined by the greater of the listing sales price or the agreed value of the Property as set forth in the exchange agreement. Owner authorizes any title company escrow officer, or any other person handling the closing of any transaction, to pay the Fee directly to Broker out of the ~roceeds at the closing. 6. Protection Period. As to transactions that close after the Expiration Date, Owner will pay the Fee to Broker upon the closing of a transaction with a Listed Prospect (defined below) if, within 180 days afte· the Expiration Date (the "Protection Period"), Owner: (i) executes a contract of sale or exchange; (ii) executes a lease agreement; or (iii) otherwise agrees to transfer any legal or equitable interest in the Property to a Listed Pr~spect. The term "Listed Prospect" means a Prospect named on a written list of Prospects with whom Broker has had contact, not to exceed 20 names, delivered to Owner within 10 days after the Expiration Date, provided Broker (or a Cooperating Broker) during the Term: (i) procured the Prospect; (ii) engaged in negotiations with the Prospect; or (iii) showed the Property to the Prospect. If there is a pending agreement to sell or lease the Property (a "Pending Transaction") between Owner and a Prospect, including a contingency contract or an option agreement, and the Pending Transaction has not been closed and funded before the Expiration Date, then this Agreement will remain in effect as to the Pending Transa~tion until the earlier of: (i) the Pending Transaction closes and the Fee is paid to Broker; or (ii) the Pending Transaction e>·pires or is terminated, and is nat renewed or reinstated. The prospective purchaser or tenant in any Pending Transaction will automatically be deemed to be a Listed Prospect, in addition to any that might be set forth on any list of Prospects Braker may deliver to Owner. If Owner enters into a listing agreement with another real estate broker with respec: to the Property after the Expiration Date, then Owner shall exclude the Listed Prospects from the other broker's listing agreement during the Protection Period. 7. Lease Renewal, Expansion or Sale. a. Renewal or Expansion. Owner shall pay to Broker an additional professional service Fee covering the full period of any renewal, expansion, or new lease if, pursuant to the terms of any lea<e executed by Owner and a Prospect for all or part of the Property (the "Lease") the Prospect, or the Prospect's successors or assigns under the Lease: (i) exercises any right to renew the term of the Lease (whether contained in the Lease or in any amendment or other agreement); (ii) enters into a new lease with Owner for all or part of the Property; or (iii) enters into any lease, expansion, renewal or other rental agreement with Owner demising to the Prospect, or the Prospect's successors or assigns, any premises or property located on or constituting any part of any parcel of property owned by Owner adjacent to the Property or in the same building or project as the premises covered by the Lease. The additional Fee will be payable to Broker on the date of possession of the premises or property (or the additional premises or property) by the Prospect, or the Prospect's successors or assigns. The additional Fee will be computed on the same basis as provided in Section 5 above as if a new lease had been made for the additional period of time and/or premises. b. Sale to Tenant. If a tenant who was a Prospect under this Agreement, or a successor or assignee, purchases the Property at any time, whether pursuant to a purchase option contained in the Lease or otherwise, then Owner shall pay to Broker, at the closing of the sale, a professional service fee in cash equal to ----:::-:- ~~~~~~----------------------------------------percent( %) of the Sales Price. 8. Owner's Representations. Owner represents to Broker and agrees as follows: a. Title. Owner: (i) is the sole fee simple owner of the Property; (ii) is authorized and has the capacity to execute and deliver this Agreement; (iii) has the right and authority to convey goad and indefeasible title to the Property; and (iv) has the right and authority to sell and lease the Property. b. Legal Action. Owner shall notify Broker in wrtting if any actions are brought, or Owner receives any written notices pertaining to, any foreclosures, lien claims, litigation, or condemnation proceedings with respect to the Property or any part of the Property. EXCLUSIVE LISTING AGREEMENT ©Copyright 2014 NTCAR Form No.4 (7-22-14) Produced wilh zipForm® by ziplogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 ~ 414WPnrkwny- 600 e: Diselesttres. To OwAer's IEAowleEI!Je, otl=ler tl=laA as EliseloseEI te BroiEer iA writiA!J tl=le PreJ'lerly: fi) Elees Aot l=leve aAy ffieterial lateAt, siFuetuFel oF eoAstruetioA Elefeets; eREI fii) is Rot eoRieffiiAeleEI will=! sAy to)(ie oF l=lezerEious suesteAee iA '>'ioletieA of Of3f3lieeele laws eAEI re!JuletieAs. d. Cooperation. Owner shall refer all inquiries about the Property to Broker, and Owner shall conduct negotiations with Prospects through Broker. e. Indemnity. Owner shall defend and indemnify Broker, Broker's sales associates and subagents against any liability and expense (including, but not limited to, reasonable attorney's fees) due to: (i) acts of third parties; (ii) death of, or personal injury to, any person on the Property; (iii) loss or damage to any personal or real property; (iv) vandalism, theft, accident, or casualty; (v) any incomplete, incorrect, misleading or inaccurate information furnished by Owner about the Property; (vi) concealment by Owner of any material information about the Property; and (vii) any other cause of damage or loss arising out of the marketing, showing, sale or lease of the Property, except for Broker's gross negligence or willful misconduct. f. Expenses. Owner will promptly pay, or reimburse Broker for, those expenses incurred by Broker on behalf of Owner in advertising and marketing the Property that are specifically authorized by Owner, after receipt by Owner of a written statement of the authorized expenses. 9. Cooperating Brokers. Owner authorizes Broker to cooperate with and use the services of Cooperating Brokers and their sales associates from time to time. Broker may share a portion of the Fee with Cooperating Brokers, including Cooperating Brokers who may be acting as agents for Prospects. Owner shall pay the full amount of the Fee to Broker, and Broker may divide the Fee with Cooperating Brokers in proportions determined by Broker. 10. Broker's Authority. a. Broker will use such marketing techniques and devote such time and effort on Owner's behalf as Broker reasonably deems appropriate and necessary to attempt to achieve the timely sale or lease of the Property. Owner gives Broker the exclusive right to place advertising signs on the Property a1d to remove all other real estate signs. Owner authorizes Broker to list the Property in a computer network. b. Broker is authorized to enter upon the Property at reasonable times to show the Property to Prospects, Cooperating Brokers, inspectors, agents and contractors. c. Broker may use the listing information, Sales Price, Rental and terms information for Broker's market rA f) evaluation, networking and appraisal purposes, and for disclosing to other persons as Broker may deem ffl/ desirable, including disclosing the information in a computer network. ~ 11 !nterm.e(!iarf Relatiouship. if el(ltjbjt "8", Intermediary Relatia;:;shif)1 is ottael=lec to tl=lis A§r&ament, tliCfl-ow;e~ a• tthori;zas Broker to act as ar 1 ilrterrr rediary as set forti'! in tl'l8t-extiibit;- 11. 42..-Miscellaneous. A~ a. Notices. Any notice under this Agreement must be in writing and will be deemed daivered on the earlier of: (i) j(Y ..., actual receipt, if delivered in person or by messenger with evidence of delivery; fii) reeeif3t of e feesiffiile If ,.....-QtreASffiissieA ("Fax") will=! eeAJirffiotieA ef Elelivef)·; or (iii) upon deposit with the United States Postal Service, ._y-certified mail, return receipt requested, postage prepaid, and properly addressed to the intended recipient at the address set forth below. ~ Owner also consents to receive any notices by email. ~ Broker also consents to receive any notices by email. EXCLUSIVE LISTING AGREEMENT ©Copyright 2014 NTCAR Form No.4 (7-22-14) Produced wilh zipform® by ziploglx 18070 F1~een Mile Rood. Fras,.., Michigan 49026 www,ziplooix COlD 601 Either party may change its address for notice purposes by delivering written notics of its new address to the other party in the manner set forth above. b. Right to Claim a Lien. Pursuant to Chapter 62 of the Texas Property Code, Broke· discloses Broker's right to claim a lien based on this Agreement. Owner will include a provision in any Lease as to which Broker is entitled to a Fee pursuant to this Agreement that confirms the agreement to pay the Fee to Broker. c. Limitation of Liability. Broker's liability for Broker's breach of this Agreement, negligence, or otheiWise, is limited to the return of the Fee, if any, paid to Broker pursuant to this Agreement. d. Options. If Owner enters into an option agreement to sell or lease all or part of the Property to a Prospect during the Term or during the Protection Period, and Owner collects payments as c:msideration for the option, then Owner shall pay to Broker, as option payments are received, a commission (the "Option Commission") in the amount of one·third (1/3) of each option payment as compensation earned by Broker for services rendered under this Agreement. The Option Commission will be non-refundable if the Prospect does not exercise the option, but if the Prospect exercises the option then the sum of the Option Commission paid to Broker will be credited toward Owner's obligation to pay the Fee to Broker upon the sale or lease of the Property. e. Transfer of Interest in Owner. If Owner is a corporation, limited liability company, partnership or other entity, and the Property constitutes substantially all of the assets of Owner, then a transfer of a majority of the stock or other ownership interest in the entity will constitute a sale for purposes of this Agreement, and Owner shall pay the Fee to Broker based upon the value of the consideration given for the ownership interest transferred. This Agreement will continue in force after any such transfer, but the amount of any Fee paid to Broker as a result of any such transfer will be credited to the Fee payable to Broker upon any subsequent sale of the Property. f. Related Persons. For purposes of this Agreement, any person or entity related to a Prospect or a Listed Prospect by family or business relationship will also be deemed to be a Prospect or Listed Prospect. g. Legal Expenses. The prevailing party in any legal proceeding brought in relation tc this Agreement is entitled to recover from the other party reasonable attorneys' fees, pre-judgment interest as allowed by law, and costs of collection, in addition to the Fee and any other recovery the prevailing party may ~e entitled to receive. h. Severability. If any provision of this Agreement is found by a court to be invalid or unenforceable, then the invalid or unenforceable provision will be deemed to be deleted from this Agreement, and the remainder of this Agreement will continue to be valid and enforceable. I. Binding Effect. This Agreement is binding upon and for the benefit of the parties to this Agreement and their successors, heirs and permitted assigns. This Agreement may not be assigned by either party without the written consent of the other party. This Agreement cannot be modified or terminated except by a written agreement executed by both parties. Each party acknowledges that they have reac this Agreement and have had an opportunity to review it with an attorney of their choice. j. Governing Law. This Agreement will be governed by the laws of the State of Texas. k. Description of Property. If a more accurate description of the Property is set forth in any contract or Lease executed by Owner and any Prospect, or in any survey prepared pursuant to any contract or Lease, then the more accurate description will be deemed to be incorporated in this Agreement as the description of the Property. I. Information About Brokerage Services. Owner acknowledges receipt of the Information About Brokerage Services form attached to this Agreement as Exhibit "C". EXCLUSIVE LISTING AGREEMENT ©Copyrigh12014 NTCAR Form No.4 (7-22-14) Produced wilh zipFonn® b~ ziploglx 18070 Fifteen MJ!e Road, Fraser, Michigan 48026 ~ 414 W ParkwHy- 602 MT Diselestfre Netiee. If a eeffi~leteEl Diseles~::~re ~~etiee is altael<leEI te N=tis A~reeffleflt as E)(bjbit "D", tl<lefl Owfler !:las ffiaEle a stateffieflt ef tf:te eeflElitiefl ef tf:te Pre~erty, to tl<le eest of 0'NAer's lu'lowleEl~e. os set fortf:t efl tl<le altael<leEI EMhibit "D". n. Exhibits. Any exhibits and addenda attached to this Agreement are incorporated as a part of this Agreement: !J/J Exhibit "A" -Survey and/or Legal Description M ~ Exhibit "8" -lntormediary o~hip Authorizes Drainage Easement Exhibit "C" -Information About Brokerage Services xhibit E -Listing Sales Price (Allocation Spreadsheet) ;43-:-p Provisions. # E)(t:lieit "D" Disolos1:1re Netiee Intentionally Omitted a. The Property is being listed and sold together with certain property owned by the Denton Chamber of Commerce known locally as 413 W. Congress, Denton, Texas (the "Chamber Property") and the parties agree that the Property may not be sold apart from the Chamber Property unless agreed to in writing by the City. The Property and the Chamber Property are illustrated In Exhibit E. b. The Property is being listed and will be conveyed subject to the City's reservation of an easement as described in Exhibit B. c. Section B.a(i) the word "sole" shall be deemed to be deleted unless and until the Denton Chamber of Commerce has terminated its lease on the Property. Upon the termination of such lease on the Property, the Denton Chamber of Commerce shall no longer be an "Owner" under this Agreement. d. The Property Is being listed and will be conveyed "AS IS, WHERE IS" and the parties to this Agreement acknowledge that the City of Denton makes no representations, disclosures or express or Implied warranties with respect to the condition of the Property or of any buildings or improvements thereon. Serious Prospects and Buyers will be afforded the opportunity to conduct reasonable due diligence, including Inspections, on the Property. e. With respect to the City of Denton, Section B.e. shall only apply to the extent permitted by applicable law and the provisions of Section B.e. shall be subject to any limitations on the amount of liability and on the types of damages that may be awarded under applicable Texas law. f. Nothing In this Agreement shall operate as, or be construed to be, a waiver of the City of Denton's governmental immunity or of any defenses or limitations on liability the City of Denton may be afforded under Texas Law. The City of Denton retains its governmental immunity for any and all purposes in connection with this Agreement, including with respect to any and all claims and remedies. EXCLUSIVE LISTING AGREEMENT ©Copyrighl2014 NTCAR Form No.4 (7-22-14) Produced wilh zipFoiTTl® by ziploglx 18070 Fineen Mile Road, Fraser, Michigan 46026 www zlploajx com 414 W Parkw1y • 603 This Agreement is effective on the last date beneath the signatures below. OWNER: City of Denton By [Signature]:-------------- Printed Name:---------------- Title:------------------ Address:----------------- Phone: __________________ ___ BROKER: Title: Owner I Broker Address: 212 S Elm St Denton, TX 76201 Telephone: (940)891-2947 Fax: ___________________ __ Fax: _____ ~-------------- Date: . '3/t'l/'Z { Date: ____________________ _ OWNER: By~:::~~~~;at•~..__--- Printed Name: __.l..,e""ff"'-"-'R~e.:ec:::e,_,r'------------ Title: Chajrman of the Board Address:------------------ Phone: _________________ __ Fax: ____ ~~-------------- Date: ----~~/oi-LJ.I.ts'-f-p....;:.~-1..\ --------- PERMISSION TO USE: This form is provided for use by members of the North Texas Commercial Association of Realtors®, Inc. ("NTCAR"), members of the North Texas Commercial Association of Real Estate Professionals, Inc., and other licensed users of an NTCAR electronic forms system. Permission is given to make limited copies of the cu"ent version of this form for use in a particular Texas real estate transaction. Please contact the NTCAR office to confirm you are using the current version of this form. Mass production, or reproduction for resale, is nor allowed without express permission. Any changes to this form must be made in a manner that Is obvious. If any words are deleted, they must be left in the form with a line drawn through them. If changes are made that are not obvious, the person who made the change could be subject to a claim of fraud or misrepresentation for passing off an altered form as if it were the genuine NTCAR form. EXCLUSIVE LISTING AGREEMENT ~Copyright 2014 NTCAR Form No.4 (7-22-14) Produced with zipfonnll!> by ziplogix 16070 Fifteen Mile Road, Fraser, Michigan 46026 www zjplogj< corn 414 W J'atrkway • 604 EXHIBIT "A" LEGAL DESCRIPTION BEING a 0.449 acre tract of land situated in the Robert Beaumont Survey, Abstract No. 31 and the William Neill Survey, Abstract No. 971, City of Denton, Denton County, Texas, and beng known as a part of Lots 6 and 8, Block 1 per the Plat of Barb's Addition, as recorded in Volume Q, Pages 136 and 137 of the Deed Records of Denton County, Texas, and also being a part of that certain tract of land described in a Warranty Deed to the City of Denton, Texas, as recorded In Volume 572, Page 262 of the Deed Records of Denton County, Texas, and being more particularly described as follows: COMMENCING at a 1/2 inch iron rod found for the Southeast corner of a called 0.258 acre tract of land described in a Deed to United Through H.O.P.E. Inc., as recorded in Document No. 2015-114949 of the Official Records of Denton County, Texas, same being the intersection of the West lhe of Bolivar Street (50' right-of-way) with the North line of Parkway Street (a variable width right-of-way), from which a 1/2 inch iron rod capped "RPLS 4561" found for the Northeast corner of said 0.258 acre tract bears North 00"39'34" East a distance of 74.97 feet; THENCE South 88"24'42" West along the North line of said Parkway Street, for a distance of 150.09 feet to a point for the Southeast corner of a called 1.37 acre tract of land described in a Deed to Adam C. Burkett, as recorded in Document No. 2004-5898 of the Official Records of Denton County, Texas; THENCE North 87"44'21" West continuing along the North line of said Parkway Street, for a distance of 56.57 feet to a 60d nail found for an angle point in the South line of said 1.37 acre trac~ THENCE North 80"32'16" West continuing along the North line of said Parkway Street, for a distance of 30.60 feet to a 60d nail found for the most Southerly Southwest corner of said 1.37 acre tract; THENCE North 75"08'22" West continuing along the North line of said Parkway Street, for a distance of 70.93 feet to a 5/8 inch iron rod capped "TNP" set for the POINT OF BEGINNING for the herein described tract; THENCE North 72"25'02" West continuing along the North line of said Parkway Street, for a distance of 81.46 feet to a 5/8 inch iron rod capped "TNP" set for the beginning of a curve to the le't; THENCE in a Northwesterly direction, continuing along the North line of said Parkway Street, and along said curve to the left having a central angle of 12"11 '36", a radius of 585.00 feet, a chord bearing of North 78"30'50" West, a chord distance of 124.26 feet and an arc length of 124.50 feet to an "X" cut in concrete set for the end of said curve; THENCE North 84 "36'38" West continuing along the North line of said Parkway Street, for a distance of 35.71 feet to a 5/8 inch iron rod capped "TNP" set for the South end of a flare in the East line of Carroll Boulevard (a variable width right-of-way); THENCE North 25"20'34" West along said flare in the East line of said Carroll Boulevard, for a distance of 23.11 feet to a 5/8 inch iron rod capped "TNP" set for the North end of said flare; THENCE North 00"00'19" East along the East line of said Carroll Boulevard, for a distance of 78.59 feet to a 5/8 inch iron rod capped "TNP" set for corner; THENCE North 90"00'00" East departing the East line of said Carroll Boulevard, for a distance of 20.09 feet to a 5/8 inch iron rod capped "TNP" set for corner; THENCE South 83"53'14" East for a distance of 87.21 feet to a 5/8 inch iron rod capped "TNP" set for the beginning of a non-tangent curve to the right; DEN20522-Chamber of Commerce Sale Tract Page 1 of3 605 THENCE in a Southeasterly direction, along said non-tangent curve to the right having a central angle of 02.45'00", a radius of 254.00 feet, a chord bearing of South 63.00'41" East, a chord distance of 12.19 feet and an arc length of 12.19 feet to a 5/8 inch iron rod capped ''TNP" set for the end of said curve; THENCE South 83.36'51" East for a distance of 11.47 feet to a 518 inch iron rod capped "TNP" set for corner; THENCE South 06.22'29" West for a distance of 4.96 feet to a 5/8 inch iron rod capped "TNP" set for the beginning of a non-tangent curve to the right; THENCE in a Southeasterly direction, along said non-tangent curve to the right having a central angle of 25.07'01", a radius of 254.00 feet, a chord bearing of South 46.15'33" East, a chord distance of 110.46 feet and an arc length of 111.35 feet to a 5/8 inch iron rod capped "TNP" set for the end of said curve; THENCE South 33.42'02" East for a distance of 65.86 feet to the POINT OF BEGINNING, and containing 0.449 acres of land, more or less. NOTES: 1. Bearings are referenced to Grid North of the Texas Coordinate System of 1983 {North Central Zone 4202: NAD83 (2011) EPOCH 2010} as derived locally from RTK Network continuously operating reference stations (CORS) via real time kinematic (RTK) survey methods. The distances shown hereon represent surface values utilizing a surface adjustment factor of 1. 000150630 to scale from grid to surface. 2. This legal description is based on the Land Tille Survey and Plat prepared by Todd B. Tumer, R.P.L.S. No. 4859, dated December 21, 2020. Todd~~ Teague Nail & Perkins, Inc. 3200 S. Interstate 35E, Suite 1129 Denton, Texas 76210 940-383-4177 Date: December 21, 2020 DEN20522 -Chamber of Commerce Safe Tract Page 2of3 606 a ~s::-c~ >u. ~~~~ ... :t: =»£! oct m~ 0 ... ~ ... UJ 0<6 ~~ ~ct c~ () CHAMBER OF COMMERCE, INC TRACT II CALLED 0.2140 ACRES OOC. NO. 94-88837 R.P.R.O.C.T LINE TABLE PAitiQvAy S'l'ft£ET IVARt<BLE ""DTI( RIGifr."'-WA ~ "' UNE BEARING ISlAN:E L1 N 72'25 02 8 1.46 L2 N 84'36 38 35.71 L3 N 25'20 34 23.11 L4 N 00'00 19 78.59 L5 N 90'0000 E 20.09 L6 S 83"53 14 E 87.21 L7 s 83"36 51 E 11.47 L8 s 06"22 29 w 4.96 l9 s 33"42 02 E 65.86 L10 N 00'39 34 E 74.97 l11 s 88'24 42 w 150.09 L12 N 87"4421 'II 56.57 L13 N 80'32 115 'II 30.80 L14 N 75'08 22 W 70.93 CURVE TABLE tnp ~ ~URVt: IAt<l .t:NGTH RADIUS !DELTA ANGLE H RD RF'ARING C1 C2 C3 124.50 585.00 12'1 1 36 N 78'30 50 12.19 254.00 2'45 00 s 63'00 41 111.35 254.00 25'07 01 s 46"15 33 teague nail and perkins tn P 3200 S. ln!erllale 351, Suh 1129 Denton, Texot76210 940.313.4177 ph 940.l83.10261x www.tnplnc.com ;_:;,:=-....,..,,....,........,,.:TW.:,:..:RS= FIIIM 10011601 O. ......... Tf'Kt. ... w E E :HCR ·F'NGTH 124.26 12.19 I 110.46 I LEGEND NOTE: CALCUI.ATfll PONT This Exhibit was prepared from the Land Title Sutvey and Plat signed by Todd B. Turner, RPLS 4859 on December 21, 2020. Reference is hereby made to said Land ntle Sutvey for official sutvey infonnatlon. .,1/2" IRON ROO f'OUND (UHI.£!SS NOTfl) OMJIIIIIS£) 0 5/8'" IRON ROO SET WITH ~ SfMftD "'W" e 1 eoo -. f'OUNI) e I Y SET .. COIICII[1'[ (CW) I aJHI!IOll.ll(; loiOtMIDif IRF IliON ROO fOUIIO CIRF I CAPP£%1 IRON ROO FOONI) ADAM C. BURKETT CALLED 1.37 ACRES DOC. NO. 2004-5898 O R.D.C.T. O.li.O.C.T. I DEED R£COIIOS DENTON COUNTY ll:XAS O.R.O.C.T. I OfJICW. R£COIIJS DENTON COUNTY ll:XAS R.P.R.O.C.T.IREAL PIIOI'OriV R£COIIJS DENTON COUNTY ll:XAS IIIOI.INDMY Lll( PIIOPOm' l.ll[ RICHJ...()f'-11111'1' l.ll[ OO©OO~Wli' ®~Wti41©00'U' ~MOO~ ~@!if OO®o ~'11 ----L~'-~O=ATE SURVEYUNE ~011.11.~ 00§011.11. ~MOO~ &~@'\i' OO®o ®'7J'lJ , t ~t; Ill FNO 1-112' IRON ROD 112'CIRF 'RPI.S 4541' (Clot) ~~ ... UNITED THROUGH H O.P.E.INC CALLED 0.258 ACRES DOC NO. 2015-114949 OR.D.CT. Cl)~ <::>,~ ~ ,._ c (!) ..... > ~ ::l~ -0 ?JEt .• ._ Jr -£ ~m fOONAIL FNO POINT OF COMMENCING t/2.,RF (CM) EXHIBIT •A• 0.448 ACRE TRACT BEING A TRACT OF LAND SITUATED IN THE ROBERT BEAUMONT SURVEY, ABSTRACT NO. 31 AND THE WILLIAM NEILL SURVEY, ABSTRACT NO. 971 PART OF LOTS 6 AND 8, BLOCK 1, BARB'S ADDmON CITY Of DENTON, DENTON COUNTY, TEXAS DEN20522 PAGE 3 OF 3 607 EXHIBIT"B" DRAINAGE EASEMENT BEING a 0.126 acre tract of land situated in the Robert Beaumont Survey, Abstract No. 31 and the William Neill Survey, Abstract No. 971, City of Denton, Denton County, Texas, and being known as a part of Lot 6, Block 1 per the Plat of Barb's Addition, as recorded in Volume Q, Pages 136 and 137 of the Deed Records of Denton County, Texas, and also being a part of that certain tract of land described in a Warranty Deed to the City of Denton, Texas, as recorded In Volume 572, Page 262 of the Deed Records of Denton County, Texas, and being more particularly described as follows: COMMENCING at a 1/2 inch iron rod found for the Southeast corner of a called 0.258 acre tract of land described in a Deed to United Through H.O.P.E. Inc., as recorded in Document No. 20-15-114949 of the Official Records of Denton County, Texas, same being the intersection of the West line of Bolivar Street (50' right-of-way) with the North line of Parkway Street (a variable width right-of-way), from which a 1/2 inch iron rod capped "RPLS 4561 " found for the Northeast comer of said 0.258 acre tract bears North 00"39'34" East a distance of 74.97 feet; THENCE South 88"24'42" West along the North line of said Parkway Street. for a distance of 150.09 feet to a point for the Southeast comer of a called 1.37 acre tract of land described in a Deed to Adam C. Burkett, as recorded in Document No. 2004-5898 of the Official Records of Denton County, Texas; THENCE North 87"44'21" West continuing along the North line of said Parkway Street, for a distance of 56.57 feet to a 60d nail found for an angle point in the South line of said 1.37 acre tract; THENCE North 80"32'16" West continuing along the North line of said Parkway Street, for a distance of 30.60 feet to a 60d nail found for the most Southerly Southwest comer of said 1.37 acre tract; THENCE North 75"08'22" West continuing along the North line of said Parkway Street. for a distance of 70.93 feet to a 5/8 inch iron rod capped "TNP" set for the POINT OF BEGINNING for the herein described tract; THENCE North 72"25'02" West continuing along the North line of said Parkway Street, for a distance of 81.46 feet to a 5/8 inch iron rod capped "TNP" set for the beginning of a curve to the left; THENCE in a Northwesterly direction, continuing along the North line of said Parkway Street, and along said curve with a curve to the left having a central angle of 01"18'42", a radius of 585.00 feet, a chord bearing of North 73"04'23" West. a chord distance of 13.39 feet, and an arc length of 13.39 feet to a point for corner: THENCE North 14"08'56" West departing the North line of said Parkway Street, for a distance of 105.86 feet to a 5/8 inch iron rod capped "TNP" set for the beginning of a non-tangent curve to the right; THENCE in a Southeasterly direction, along said non-tangent curve to the right having a central angle of 25"07'01", a radius of 254.00 feet, a chord bearing of South 46"15'33" East, a chord distance of 110.46 feet and an arc length of 111.35 feet to a 5/8 inch iron rod capped "TNP" set for the end of said curve; THENCE South 33°42'02" East for a distance of 65.86 feet to the POINT OF BEGINNING, and containing 0.126 acres of land, more or less. 1. Bearings are referenced to Grid North of the Texas Coordinate System of 1983 (North Central Zone 4202: NAD83 (2011) EPOCH 2010} as derived locally from RTK Networlc continuously operating reference stations (CORS) vis real time kinematic (RTK) survey methods. The distances shown hereon represent surface values utilizing a surface adjustment factor of 1. 000150630 to scale from grid to surface. See Page 2 of 2. DEN20522-Drainsgo Easement Page 1 of2 608 ~ P: a a:s::-c~ >tL Ill~ ..IJ:: :)~ O~t: ~~~ Q ... ~ ..IUJ 015 a:~ a:~t: c~ u NOTES: CrrY OF DENTON VOL 572, PG. 212 D.R.D.C.T. pR()POSfO ......_____.. o 449 ,t.C~E ffl"CT sOUNI).ARV "X' SET IN CONCRETE CJ PARKWAY STREET (1/ARIABL£ WIDTH RIGHT-OF-WAY) LINE TABLE LINE ~lNG rriiSIANCE L1 N 72'25 02 \\ 81.46 L2 N 14'08 56--~ 105.86 L3 s 33"42 02 E 65.86 L4 N 00'39 34 E 74.97 CHAMBER OF COMMERCE, INC TRACT II CALLED 0.2140 ACRES DOC. NO. 94-88837 R.P.R.D.C.T. L5 s 88'24 42 w 150.09 CURVE TABLE ~"CIRS "TNP" L6 N 874421M \\ 56.57 RVE ARC .ENufH RADIUS DEl A ANGIT L7 N 80"32 16• \\ 30.60 C1 13.39 585.00 ,., 8 42-.r L8 N 75"08 22 V. 70.93 C2 1 1 1.35 254.00 25"07 01 L9 N 9§'22 29 E 4.96 C3 111.10 585.00 10"52 54 1. S..tllngs of lines shOwn /lemon .,. referenced to Gild Nollh of the Texas Coordi,.te S)ISiem of 1983 (Notth Cenfl'al zo,. 4M2: NADa3 (M11) Epoch 2010) .ts derived loe.t/ly from RTK N.ttworlc con~uously opt!18tlng referenoe stelioN (CORS) vie ,... lime kinem.tfic (RTK) sutvey methods. The disiiJIICfl shOwn h&reon repntSfHil smr-velu.s using a SUif-adjustment fectorof 1.000150630 to SCIII.t from grid to surface. 2. This Exhibit was prepared with benefit of Abslnlclol's RepO<t FU.t No. 8825016, provided by Fld.tlity Nation•/ Tm. GtOUp /IJ.t COlliNS lime fl8m.t of 9-+13 /IJN ~14-M. For easem.tnl:s, riQht$-o/-way andlot other mallets of reoon1 may e6ect this tract !he Surveror rei/ad scie/y on said Abshclol's Repott. 3. A LtlflltJ Dnaipt;on Of even dltle IHHitwi/IJ .tccomplnies this Easament Exhibit. See P• 1 of 2 teague nail and perkins tn P 3200 S..l"torslolo 3SE,s..llo 1129 Donlon, To""• 76210 940.3114177 ph 940.3811026 fx www.t"plftC._, TWW RIM 10011601 -c-·•-27-~ LEGEND CH.CUI.ATED POINT 0 ~ ~ 100 .,1/2" liON ROO FOIN) (UIUSS NOTED OlliDI'MSQ 0 S{r liON 1100 SET WITH C/1' ST~ "TNP" I ! I I 9 I 100 IN. FOUND ® I -x· SET .. OONCIIEI£ SCALE: 1" = 50' (cal) I COifTIICIIaiG IIOIIUIIOII' tnp ADAMC BURKEIT n CALLED 1.37 ACRES ~ DOC NO. 2004·5898 O.R.O.CT _. IliON ROO FOUND CIIIT I CN't'OI liON ROO FOIN) D.ltll.C. T. I D£ED REOOAOS DOIION COt.WTY 1EXAS D.R.D.C.T. I omcw. fi£CONlS D01T011 COt.WTY TDIAS R.P.R.D.C.T.! RfJIL PROPERTY fi£CONlS D0n0H COUNIY TDIAS IBOOIIIWIY Ul[ PIIOPIJITY ... RIGHT-OF-WAY LIIE oo©00!1.001i' oorn&QD!Ml@OOU' ®lWOO~ ~""'""'"~"' ~OO®o®~ ----LL-URVEY L.WE \Ymfi\1,\h,~ OOI1.fi{b\1, ®@00~ &~@'U' OO®o @{/'\\ L6 FND 1-112' .. IRONROO Ill Ill ln"CIRF a: ~ 'RPI.S 4561' L-S: (Ciol] r-tL Clto ...:. a:l: UNITED THROUGH H.O P.E. INC. CALLED 0.258 ACRES DOC NO. 2015-114949 O.RD.C.T ~lc ~ -J > ~ -0 _,It) 0 II L HORDBE:ARiNG CHORD LENGTH 60DNAIL FND. N 73"04 23 w 13.39 s 4Er15 33 E 1 10.46 N 79"10 11 w 1 10.94 POINT OF COMMENCING 112"/RF (CM} EXHIBIT•&• DRAINAGE EASI!III!NT BEING A 0.128 ACRE TRACT OF LAND SITUATED IN THE ROBERT BEAUMONT SURVEY, ABSTRACT NO. 31 AND THE WIU.IAM NEILL SURVEY, ABSTRACT NO. 971 PART OF LOTS 6 AND 8, BLOCK 1, BARB'S ADDmON CllY OF DENTON, DENTON COUNTY, TEXAS DEN20522 PAGE 2 OF 2 609 Axis Realty Group fi'l-t-+1 Btl C-- Information About Brokerage Services Texas law requires all real estate licensees to give the following information about brokerage services to prospective buyers, tenants, sellers and landlords. TYPES OF REAL EST ATE LICENSE HOLDERS: 11/2/2015 • • A BROKER is responsible for all brokerage activities, including acts performed by sales agents sponsored by the broker . A SALES AGENT must be sponsored by a broker and works with clients on behalf of the broker. A BROKER'S MINIMUM DUTIES REQUIRED BY LAW (A client is the person or party that the broker represents): • Put the interests of the client above all others, including the broker's own interests; • Inform the client of any material information about the property or transaction received by the broker; • Answer the client's questions and present any offer to or counter-offer from the client; and • Treat all parties to a real estate transaction honestly and fairly. A LICENSE HOLDER CAN REPRESENT A PARTY IN A REAL ESTATE TRANSACTION: AS AGENT FOR OWNER (SELLER/LANDLORD): The broker becomes the property owner's agent through an agreement with the owner, usually in a written listing to sell or property management agreement. An owner's agent must perform the broker's minimum duties above and must inform the owner of any material information about the property or transaction known by the agent, including information disclosed to the agent or subagent by the buyer or buyer's agent. AS AGENT FOR BUYER/TENANT: The broker becomes the buyer/tenant's agent by agreeing to represent the buyer, usually through a written representation agreement. A buyer's agent must perform the broker's minimum duties above and must inform the buyer of any material information about the property or transaction known by the agent, including information disclosed to the agent by the seller or seller's agent. AS AGENT FOR BOTH -INTERMEDIARY: To act as an intermediary between the parties the broker must first obtain the written agreement of each party to the transaction. The written agreement must state who will pay the broker and, in conspicuous bold or underlined print, set forth the broker's obligations as an intermediary. A broker who acts as an intermediary: • Must treat all parties to the transaction impartially and fairly; • May, with the parties' written consent, appoint a different license holder associated with the broker to each party (owner and buyer) to communicate with, provide opinions and advice to, and carry out the instructions of each party to the transaction. • Must not, unless specifically authorized in writing to do so by the party, disclose: o that the owner will accept a price less than the written asking price; o that the buyer/tenant will pay a price greater than the price submitted in a written offer; and o any coincidental information or any other information that a party specifically instructs the broker in writing not to disclose, unless required to do so by law. AS SUBAGENT: A license holder acts as a subagent when aiding a buyer in a transaction without an agreement to represent the buyer. A subagent can assist the buyer but does not represent the buyer and must place the interests of the owner first. TO AVOID DISPUTES, ALL AGREEMENTS BETWEEN YOU AND A BROKER SHOULD BE IN WRITING AND CLEARLY ESTABLISH: The broker's duties and responsibilities to you, and your obligations under the representation agreement. • • Who will pay the broker for services provided to you, when payment will be made and how the payment will be calculated. LICENSE HOLDER CONTACT INFORMATION: This notice is being provided for information purposes. It does not create an obligation for you to use the broker's services. Please acknowledge receipt of this notice below and retain a copy for your records. Axis Realty Group of Denton, Inc. Licensed Broker /Broker Firm Name or Primary Assumed Business Name Alex Payne Designated Broker of Firm Brad Andrus Licensed Supervisor of Sales AgenU Associate Chase Traughber Sales AgenUAssociate's Name 0570358 License No. 0468927 License No. 656647 License No. 675426 License No. :-re ____ _ BuyerffenanUSeller/Landlord Initials Regulated by the Texas Real Estate Commission Email alex@axisrealty.biz Email brad@axisrealty.biz Email chase@axisrealty.biz Email Date (940)891-2947 Phone (940)891-2947 Phone (940)891-2947 Phone (940)891 -2947 Phone Information available at www.trec.texas.gov lABS 1-0 Axlt R .. lry Group, 212 S. Elm Soo-.el D<n<o•U 76201 Phone: 940.891.2947 Fax: 940.891.2943 A lox P•yn• Produced with zipForm® by zipl ogix 18070 Fineen Mile Road, Fraser, Michigan 48026 WifW zlpLogiK cgm 610 A 2 Total UltPnee(~aletprtcel : jeulldlnl to !And value Ratto 6 ·Total Land VI lUI (2()';6) 7 Total Building value (8091.) 8 !I 10 11 12 Acereee 13 Building Square Footage 14 Percent of Total lAnd Value 15 U ndv.alut 16 Bulldtns Value 17 18 Component of list Price 19 2.0 Split of Proceeds 21 23 Estlnuole4 Chamber Proceed! 24 Estimated City Proceed.$ 2~ 26 Exhibit E B $99~,000.00 80/20 Us tine llreakdown $199,000.00 $~000.00 Nnrtb Parking lot 0.4~ 52.18% $103,&44.52 $101.~.52 100% Chamber $101,144.52 c 4l4W.ParkW4V 0.449 7,182 47.82% $95,155.4& $796,000.00 $891,155.48 50-50% City/Chamber $445,571.14 S44s,sn.74 0 $549,42.2.26 $445,577.74 Pfic.nt of Total 21]1r the properties sell for uotal of S,,s,ooo, that would mean that the Chambl!r gl!ts$103,1144.52 for Its .49 aaes d land, 28 lPLUS $445, m.74, wPIIC:tlls half Of the $891,155.48. 2!1 Sale prloos above or below that shown In 82 will be .adjusted .according to embedded fonnul.as. '-~~: . -~.. Jt l • ,T . t· 611 City of Denton/Chamber of Commerce Property Sale Agreements and Termination of Lease DeAnna Cody Deputy Director-Real Estate March 23, 2021 1 File ID 21-310 and File ID 21-549; March 23, 2021 612 Background •Economic Development and the Denton Chamber of Commerce have both moved their operations to the new Development Services building at 401 North Elm Street to: •Improve coordination and connection between offices, •Reduce duplication of work between two staffs, and •Provide better support to the business community. •February 9, 2021-Council gave staff direction to proceed with terminating the existing Chamber lease of 414 West Parkway and to enter into a listing agreement to sell the City property along with the Chamber’s separate property and the parking lot at 413 Congress Street. 2File ID 21-310 and File ID 21-549; March 23, 2021 613 Sale of Building •City and Chamber have agreed to the sale of existing Chamber building. •City owns land and Chamber owns building and improvements. •Sale will include separate parking lot, which Chamber owns outright. 3File ID 21-310 and File ID 21-549; March 23, 2021 614 Sale Terms: Listing Agreement •City and Chamber have agreed to engage Alex Payne of Axis Realty as the Listing Broker. •Proposed Listing Agreement Terms: •6-month listing agreement. •City and Chamber property to be sold concurrently. •City to retain drainage easement on its property. •Total list price of $995,000. •List price based on combined building/land price and additional parking lot price. •Chamber and City agree to 50/50 split of proceeds of Parkway property. •Equivalent to a buy-out of their lease-hold interests. •Chamber to retain 100% of proceeds on its property. 4File ID 21-310 and File ID 21-549; March 23, 2021 615 Sale Terms: Distribution of Proceeds 5File ID 21-310 and File ID 21-549; March 23, 2021 *Chamber will also pay City for signage at DSC with sale proceeds. 616 Staff Recommendation •Sale: Staff recommends that Council grant the City Manager or designee authority to enter into the Master Agreement with the Chamber and the Listing Agreement with Axis Realty for the listing and joint sale of City and Chamber property •Terms of listing agreement: •6-month listing agreement, •Total list price of $995,000. •Agreement to prorate share of sales proceeds. •Lease: Staff recommends terminating the existing Chamber lease at 414 West Parkway, upon closing of the sale (currently set to expire in 2048). 6File ID 21-310 and File ID 21-549; March 23, 2021 617 Questions? 7File ID 21-310 and File ID 21-549; March 23, 2021 618