Loading...
HomeMy WebLinkAbout2021-04-06 Agenda and BackupCity Council City of Denton Meeting Agenda City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Council Work Session Room3:00 PMTuesday, April 6, 2021 WORK SESSION BEGINS AT 3:00 P.M. IN THE COUNCIL WORK SESSION ROOM REGULAR MEETING BEGINS AT 6:30 P.M. 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, closed meeting, and regular 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 April 6, 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 April 2, the agenda was posted online at www.cityofdenton.com/publicmeetings. Once the agenda is posted, a link to the Virtual White Card, an online form, will be made available under the main heading on the webpage. Within this form, citizens may indicate support or opposition and submit a brief comment about a specific agenda item. Comments may be submitted up until the start of the meeting, at which time, the Virtual White Card form will be closed. Similar to when a citizen submits a white card to indicate their position on the item, these comment forms will be sent directly to City Council members and recorded by the City Secretary. City Council Members review comments received in advance of the meeting and take that public input into consideration prior to voting on an agenda item. The Mayor will announce the number of Comment Cards submitted in support or opposition to an item during the public comment period. Comments will not be read during the meeting. The City Secretary will reflect the number of comments submitted in favor/opposition to an item, the registrant’s name, address, and (summary of) comments within the Minutes of the Meeting, as applicable. OR • By phone – Citizens wishing to speak over the phone during this Council meeting, may call (940) 349-7800 beginning 30 minutes prior to the meeting start time. Comments by phone will be accepted until the item is opened for discussion by the Council. When the call is initially received, a staff member will receive the caller’s information and either: 1) offer to call the citizen back when it is time for them to speak, or 2) record the caller’s information, support or opposition, and comment. If the caller chooses to record their support or opposition, rather than speaking during the meeting, the Mayor will announce the number of comments submitted in support or opposition to the item. If the caller wishes to receive a call back, the voice of each caller will be broadcast into the meeting during the public commenting time of their desired agenda item. Individuals will be able to comment once per agenda item, no matter the method. Page 1 Printed on 4/15/2021 1 April 6, 2021City Council Meeting Agenda • At regular meetings only, citizens can speak on any topic that is not on the agenda (Open Microphone). Alert the call taker if you wish to speak under the Open Microphone category. If you would like to give a public report, see the information below. After determining that a quorum is present, the City Council of the City of Denton, Texas will convene in a Work Session on Tuesday, April 6, 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 Audit Project 020 - Utility Payment Assistance Program. ID 20-2554A. Receive a report, hold a discussion, and give staff input regarding the naming applications for parks and trails as submitted by residents, local developers and the Parks and Recreation department. ID 20-2320B. Receive a report, hold a discussion, and give staff direction on the certified agenda process for closed meetings. ID 21-207C. 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 department: 1.Public Works: Fleet ID 21-550D. Receive a report, hold a discussion, and give staff direction on pending City Council requests for: (1) Research and Informal Staff Report on Limits for Campaign Spending and Fundraising for City Election Campaigns in Texas ID 21-189E. Following the completion of the Work Session, the City Council will convene in a Closed Meeting to consider specific item(s) when these items are listed below under the Closed Meeting section of this agenda. The City Council reserves the right to adjourn into a Closed Meeting on any item on its Open Meeting agenda consistent with Chapter 551 of the Texas Government Code, as amended, or as otherwise allowed by law. 1. Closed Meeting: Consultation with Attorneys - Under Texas Government Code, Section 551.071.ID 21-685A. Page 2 Printed on 4/15/2021 2 April 6, 2021City Council Meeting Agenda Consultation with the City’s attorneys regarding legal issues, legal status, legal analysis, and legal strategy associated with potential litigation related to the delivery of power and wholesale energy supply as each relates to the DME electric power and gas portfolio and to the February winter storm, 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. 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. _________________________________________________________________________________ REGULAR MEETING OF THE CITY OF DENTON CITY COUNCIL AT 6:30 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: 1. PLEDGE OF ALLEGIANCE A. U.S. Flag B. Texas Flag “Honor the Texas Flag – I pledge allegiance to thee, Texas, one state under God, one and indivisible.” 2. PRESENTATION FROM MEMBERS OF THE PUBLIC A. Reports from members of the public shall be received through the following two (2) methods. A total of up to seven (7) speakers are permitted to provide public comment and may include any combination of prior registration and open microphone speakers. 1) Pre-registration. This section of the agenda permits any person who has registered in advance to make a citizen report regarding a public business item he or she wishes to be considered by the City Council. Each speaker is allowed a maximum of four (4) minutes to present their report. At the conclusion of each report, the City Council may pose questions to the speaker or may engage in discussion. If the City Council believes that a speaker's report requires a more detailed review, the City Council will give the City Manager or City Staff direction to place the item on a future work session or regular meeting agenda and advise staff as to the background materials to be desired at such meeting. Page 3 Printed on 4/15/2021 3 April 6, 2021City Council Meeting Agenda 2) Open Microphone. This section of the agenda permits any person who has not registered in advance for a citizen report to make comments about public business items not listed on the agenda. Such person(s) shall have registered using the “Virtual White Card” or “By Phone” process outlined by the City on its website or meeting notice. During open microphone reports under this section of the agenda, the Council may listen to citizens speak. However, because notice of the subject of the open microphone report has not been provided to the public in advance, the Texas Open Meetings Act limits any deliberation or decision by the Council to: a proposal to place the item on a future agenda; a statement of factual information; or a recitation of existing policy. Council Members may not ask the open microphone speakers questions or discuss the items presented during open microphone reports. NOTE: If audio/visual aids during presentations to Council are needed, they must be submitted to the City Secretary 24 hours prior to the meeting. 3. 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 – O). This listing is provided on the Consent Agenda to allow Council Members to discuss or withdraw an item prior to approval of the Consent Agenda. If no items are pulled, the Consent Agenda Items will be approved with one motion. If items are pulled for separate discussion, they may be considered as the first items following approval of the Consent Agenda. Consider approval of the minutes of March 16, March 23, 2021 (Joint Meeting with Public Utilities Board), and March 23, 2021. ID 21-608A. Consider adoption of an ordinance considering all matters incident and related to the issuance, sale and delivery of up to $100,000,000 in principal amount of "City of Denton General Obligation Refunding Bonds”; authorizing the issuance of the Bonds; delegating the authority to certain City officials to execute certain documents relating to the sale of the Bonds; approving and authorizing instruments and procedures relating to said Bonds; enacting other provisions relating to the subject; and providing an effective date. ID 21-580B. Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the approval of the second amendment to a contract between the City of Denton and Mega Promotions, Inc., amending the contract approved by City Council on June 5, 2018, for food and beverage concession services for the Parks and Recreation Department; said second amendment to extend the term of the contract to January 5, 2022; and providing an effective date (RFP 6650 - extending a contract with Mega Promotions, Inc., to January 5, 2022). ID 21-595C. 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 contract with Stryker Sales, LLC, through its Medical Division, f/k/a Stryker Sales Corporation, for the purchase of ProCare maintenance and repair services for Stryker medical equipment for ID 21-596D. Page 4 Printed on 4/15/2021 4 April 6, 2021City Council Meeting Agenda the Fire Department, which is the sole provider of these services, in accordance with Texas Local Government Code 252.022, which provides that procurement of commodities and services that are available from one source are exempt from competitive bidding, and if over $50,000 shall be awarded by the governing body; and providing an effective date (File 7501 - awarded to Stryker Sales, LLC, through its Medical Division, f/k/a Stryker Sales Corporation, in the five (5) year not-to-exceed amount of $1,000,000.00). 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 contract with John D. Sims, dba Industrial Contamination Extraction Service Inc. (ICES), for fuel island equipment repair and annual maintenance services for the Fleet Services Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 7502 - awarded to John D. Sims, dba Industrial Contamination Extraction Service Inc. (ICES), for three (3) years, with the option for two (2) additional one (1) year extensions, in the total five (5) year not-to-exceed amount of $105,000.00). ID 21-597E. 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 contract with Amigos Library Services for Courier Services for the Library; providing for the expenditure of funds therefor; and providing an effective date (RFP 7612 - awarded to Amigos Library Services, for one (1) year, with the option for two (2) additional one (1) year extensions, in the total three (3) year not-to-exceed amount of $111,505.00). ID 21-598F. Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager, or their designee, to utilize a contract through an interlocal agreement with the City of Midlothian, for the purchase of Emergency Medical Services (EMS) medical supplies for the City of Denton Fire Department, as awarded by City of Midlothian, contract number 2020-28; providing for the expenditure of funds therefor; and providing an effective date (File 7650 - awarded to Bound Tree Medical, LLC and Life-Assist Incorporated for a term ending on February 10, 2026, in the not-to-exceed amount of $2,100,000.00). ID 21-600G. Consider adoption of an ordinance of the City of Denton authorizing the Interim City Manager to execute a Park Development Agreement between the City of Denton and Bloomfield Homes LP, for the dedication of park land at the Glenwood Meadows Development; authorizing acceptance of land; and providing an effective date. ID 21-520H. Consider adoption of an ordinance of the City of Denton authorizing the Interim City Manager to execute a Landscape Maintenance Agreement with the Texas Department of Transportation for the purpose of providing all required maintenance of certain landscape and irrigation improvements located within the right of way of FM 2499 from FM 2181 to IH 35E (the “Agreement”); authorizing the Interim City Manager, or her designee, to perform all obligations of the City under the Agreement, including the expenditure of funds; and providing an effective date. ID 21-529I. Consider adoption of an ordinance of the City of Denton authorizing the Interim City Manager to execute an Advance Funding Agreement with the Texas Department of ID 21-610J. Page 5 Printed on 4/15/2021 5 April 6, 2021City Council Meeting Agenda Transportation for the purpose of landscaping development within the right of way of FM 2499 from FM 2181 to IH 35E; authorizing the Interim City Manager, or her designee, to perform all obligations of the City under the Agreement, including the expenditure of funds; and providing an effective date. Consider adoption of an ordinance of the City of Denton releasing, abandoning, and vacating (i) a 0.031 acre public utility easement granted to the City of Denton by Bell Commercial, Ltd., recorded as Instrument No. 2006-19681 in the Real Property Records of Denton County, Texas and (ii) a 0.017 acre public utility easement granted to the City of Denton by Demab Corporation, recorded as Instrument No. 2007-36481 in the Real Property Records of Denton County, Texas; providing for severability and an effective date. (Sonic & Murphy Oil Addition, Utility Easement abandonments - Mark Laird) ID 21-594K. Consider adoption of an ordinance of the City of Denton, Texas, authorizing the Interim City Manager, or her designee, to approve a HIPAA Business Associate Agreement with XFERALL LLC, to provide a mobile application that serves to automate the patient transfer process between the Denton Police Department Mental Health Division Crisis Intervention Response Team and behavioral health facilities; and providing an effective date. ID 21-602L. Consider approval of a resolution of the City of Denton authorizing and approving execution by the Interim City Manager of a Memorandum of Understanding with Denton County Friends of the Family (DCFOF) to collaborate and make an application to the Office on Violence Against Women (OVW) for a grant from the OVW Improving Criminal Justice Responses to Domestic Violence, Dating Violence, Sexual Assault, and Stalking Grant Program (OVW Grant); ratifying all prior actions taken by the City in furtherance of the foregoing application; and providing an effective date. ID 21-603M. Consider approval of an ordinance of the City of Denton establishing the Development Code Review Committee as an Advisory Committee of the city; establishing the powers and duties of the Development Code Review Committee; repealing all ordinances and resolutions in conflict herewith; and providing an effective date. ID 21-647N. Consider approval of a resolution of the City of Denton providing the March 19, 2021 meeting absence by Human Services Advisory Committee member Nathaniel Johnson be excused; and declaring an effective date. ID 21-611O. 4. ITEMS FOR INDIVIDUAL CONSIDERATION Consider adoption of an ordinance of the City of Denton, Texas, amending the fiscal year 2020-2021 budget and annual program of services of the City of Denton to allow for adjustments to the Risk Retention Fund of Two Million Dollars ($2,000,000) for the purpose of funding workers compensation claims and administration, and services associated with health programming; declaring a public purpose; providing a severability clause; an open meetings clause, and an effective date. ID 21-318A. Consider adoption of an ordinance of the City of Denton approving a joint election agreement and contract with Denton County for joint election services for the Regular ID 21-229B. Page 6 Printed on 4/15/2021 6 April 6, 2021City Council Meeting Agenda Municipal Election being held on May 1, 2021 for the purpose of electing council members to Districts 1, 2, 3, and 4, and for a Runoff Election, if necessary, at a total estimated cost of $60,587.45; and providing an effective date. Consider nominations/appointments to the Development Code Review Committee.ID 21-689C. Consider appointments to the Denton Police Department Chief of Police Advisory Board.ID 21-679D. Consider nominations/appointments to the City’s Boards, Commissions, and Committees: Animal Shelter Advisory Committee, Board of Ethics, Committee on Persons with Disabilities, Community Development Advisory Committee, Historic Landmark Commission, Human Services Advisory Committee, Planning & Zoning Commission, Sustainability Framework Advisory Committee, and Traffic Safety Commission. ID 21-548E. 5. PUBLIC HEARINGS Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding an amendment to the Rayzor Ranch Overlay District to amend the concept and zoning map exhibits and amend development standards and design criteria for development within the eastern portion of the Rayzor Ranch South Campus - South Mixed Use District, being approximately 90.54 acres generally located on the south side of West University Drive/US 380, east of Heritage Trail, and west of Bonnie Brae Street in the City of Denton, Denton County, Texas; adopting an amendment to the City’s official zoning map; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing for severability and establishing an effective date. The Planning and Zoning Commission voted [7-0] to approve the request. (Z20-0012, Rayzor Ranch East Overlay Amendments, Hayley Zagurski). Z20-0012cA. 6. ITEMS FOR INDIVIDUAL CONSIDERATION - CONTINUED Consider adoption of an ordinance of the City of Denton authorizing the Interim City Manager to execute a Park Development Agreement between the City of Denton and Allegiance Hillview, LP, for the dedication of park land and improvements at the Rayzor Ranch East Development; authorizing acceptance of land; and providing an effective date. ID 21-497A. 7. CONCLUDING ITEMS Page 7 Printed on 4/15/2021 7 April 6, 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 official website (https://www.cityofdenton.com/en-us/government/open/agendas-minutes) and bulletin board at City Hall, 215 E. McKinney Street, Denton, Texas, on April 2, 2021, in advance of the 72-hour posting deadline, as applicable, and in accordance with Chapter 551 of the Texas Government Code. __________________________________________ 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 8 Printed on 4/15/2021 8 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-2554,Version:1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction regarding Audit Project 020 - Utility Payment Assistance Program. City of Denton Printed on 4/2/2021Page 1 of 1 powered by Legistar™9 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Internal Audit CITY AUDITOR: Madison Rorschach DATE: April 6, 2021 SUBJECT Receive a report, hold a discussion, and give staff direction regarding Audit Project 020 – Utility Payment Assistance Program. BACKGROUND City of Denton Charter Article VI, Section 6.04 states, the City Internal Auditor is responsible for providing an independent appraisal of City operations as directed by the City Council. These audits are conducted in accordance with Generally Accepted Government Auditing Standards promulgated by the US Government Accountability Office. Per Government Auditing Standards, internal auditors should make audit reports available to the public and should communicate results to the parties who can ensure that the results are given due consideration. In order to meet these Government Auditing Standards, the City of Denton’s Internal Audit Procedures Manual requires finalized audit reports to be presented to the City Council. Once presented, all published reports can be found on the City of Denton’s Internal Audit Webpage. DISCUSSION This audit project is intended to evaluate the efficiency and effectiveness of the City’s utility payment assistance program. The City contracts with Interfaith Ministries of Denton to administer its Prevent Loss of Utility Service, or PLUS One, Program. Over the last three fiscal years, the City has expended about $0.5 million in assistance funding and administration fees for the program; about half of this amount was spent in fiscal year 2019-20, partially in response to the COVID-19 Pandemic. Initial, detailed findings from this audit project are presented in the attached Audit of Utility Payment Assistance Program report. RECOMMENDATION Staff recommends closing Audit Project 020 – Utility Payment Assistance Program until a follow-up review is conducted to assess the implementation of the 14 issued recommendations. This follow-up review will likely take place in the next six to eighteen months. PRIOR ACTION/REVIEW (Council, Boards, Commissions) This audit project was approved as part of the fiscal year 2020-21 Audit Plan adopted on October 6, 2020 and amended on March 16, 2021. The Audit of Utility Payment Assistance Program report was electronically distributed to the Audit/Finance Committee on March 30, 2021; no Audit/Finance Committee member requested that the report be presented to the Committee before presentation to the full City Council. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 10 EXHIBITS 1. Agenda Information Sheet 2. Audit Response Cover Letter 3. Audit of Utility Payment Assistance Program 4. Presentation Respectfully submitted: Madison Rorschach, 940-349-7228 City Auditor 11 Audit Response Cover Letter Utility Payment Assistance OUR CORE VALUES Integrity  Fiscal Responsibility  Transparency  Outstanding Customer Service ADA/EOE/ADEA www.cityofdenton.com TDD (800) 735-2989 April 6, 2021 Internal Audit Department Acknowledgement The Internal Audit Department has completed a performance audit of the utility payment assistance program. We conducted this audit in accordance with generally accepted government auditing standards. Those standards require that we plan and perform the audit to obtain sufficient, appropriate evidence to provide a reasonable basis for our findings and conclusions based on our audit objectives. We believe that the evidence obtained provides a reasonable basis for our findings and conclusions based on our audit objectives. City Attorney Acknowledgement The City Attorney’s Office was not engaged in this audit as no legal opinions were requested. Interfaith Ministries of Denton Acknowledgement Interfaith Ministries of Denton has reviewed and provided input to this audit. The agency agrees with the findings and recommendations. We will implement or continue implementing the process improvements necessary to address audit recommendations. Customer Service Division Acknowledgement The Customer Service Division has reviewed and provided input to this audit. The division agrees with the findings and the subsequent recommendations provided. It will implement, or complete if already in process, the necessary process improvements and clarifications to satisfy each recommendation, unless otherwise noted by staff, to ensure continued efficacy of the PLUS One program. City Manager’s Office/Review Team Acknowledgement The City Manager’s Office and Review Team have had an opportunity to provide input, respond to and review the audit of Utility Payment Assistance prior to the findings being shared with the City Council. Staff will work to ensure suggested process improvements are implemented and findings are addressed. 12 Audit Project #: 020 AUDIT OF UTILITY PAYMENT ASSISTANCE PROGRAM ABSTRACT The City has entered into a contract with Interfaith Ministries of Denton to administer its utility payment assistance program. Assistance generally appears to be effectively awarded through this program. Further clarification of contract terms, updated procedures, and additional monitoring of program reports and funds would provide further assurance that assistance awards are reviewed and approved in accordance with program terms. Internal Audit Department City Auditor Madison Rorschach, CIA, CGAP Audit Staff Amber Jackson, MBA, CFE 13 The City of Denton Internal Audit Report April 2021 Audit of Utility Payment Assistance Program Page2 Table of Contents Audit at a Glance ........................................................................................................................................... 3 Introduction .................................................................................................................................................. 4 Management Responsibility ........................................................................................................................ 4 Audit Objectives, Scope, and Methodology ................................................................................................ 4 Findings & Analysis ........................................................................................................................................ 6 Assistance Awards Generally Supported; Some Record Improvements Needed ....................................... 6 Awarded Pledges Largely Applied to Utility Accounts Appropriately ....................................................... 10 Assistance Restricted to Once a Year; Extreme Hardship Exception Used Frequently ............................ 11 Assistance for Program Employees Need Further Oversight .................................................................... 12 Interfaith Has Begun Addressing Suggested Customer Service Improvements ....................................... 14 Public Outreach Efforts are Broadly Effective; but Not Coordinated or Data Informed .......................... 16 Expanding Program Reconciliation Procedures Would Provide Further Assurance ................................. 18 Appendix A: Management Response Summary .......................................................................................... 20 14 The City of Denton Internal Audit Report April 2021 Audit of Utility Payment Assistance Program Page3 Audit at a Glance What we Found: The City has established the Prevent Loss of Utility Service, or PLUS One, Program to assist residents in- need. The City contracts with Interfaith Ministries, a non-profit organization, to administer this Program. Our findings are summarized below: Assistance Application Processing. Interfaith had retained adequate documentation to support awarding assistance to most recipients reviewed; however, inconsistencies were noted and all documentation prior to Sept. 2018 has been lost. The City’s Customer Service Division generally applied pledged awards appropriately. Finally, some PLUS One assistance was awarded to Interfaith’s employees. While all applicable Denton residents should be able to receive assistance, Interfaith and the City should collaborate to ensure these applications are reviewed and approved appropriately to avoid the appearance of a conflict of interest. Customer Service Quality. All surveyed PLUS One Program applicants, including those denied assistance, stated they believed Interfaith treated them with respect and dignity. Furthermore, Interfaith has begun implementing customer service quality control and assurance procedures; results of these efforts should be reported to the City. Program Monitoring & Contract Clarity. The City’s contract generally limits assistance to residents to once a year; however, it allows those designated as an extreme hardship to receive additional assistance. This exception is not well defined by the contract. In addition, restricting assistance may negatively impact Denton residents with greater need. Moreover, Interfaith provides monthly reports to the City on applicant demographic information; however, this information is not regularly analyzed or reviewed to inform program direction or public outreach efforts. Why we did this Audit: Over the last three fiscal years, the City has expended about $0.5 million as part of its PLUS One Program. These funds must be are disbursed effectively and equitably in order to ensure residents are properly assisted. In addition, this audit was included on the City’s fiscal year 2020-21 Audit Plan as approved by the City Council. What we Recommend: Recommendations 1, 2, 4 & 9 Interfaith should update its Assistance Handbook and evaluate its Client Log. Recommendations 3 & 8 Interfaith should collaborate with the City on document retention & their employee assistance approval process. Recommendations 5 & 14 Customer Service should reconcile Interfaith’s monthly bank statements & update its refund procedure. Recommendations 6 & 7 The City should clarify the extreme hardship assistance limit exception. Recommendations 10, 11, & 12 Interfaith should continue training & reporting on customer service quality. Recommendation 13 The City should utilize Interfaith’s Monthly Reports to improve Program effectiveness. 15 The City of Denton Internal Audit Report April 2021 Audit of Utility Payment Assistance Program Page4 Introduction The Internal Audit Department is responsible for providing: (a) an independent appraisal1 of City operations to ensure policies and procedures are in place and complied with, inclusive of purchasing and contracting; (b) information that is accurate and reliable; (c) assurance that assets are properly recorded and safeguarded; (d) assurance that risks are identified and minimized; and (e) assurance that resources are used economically and efficiently and that the City’s objectives are being achieved. The Internal Audit Department has completed a performance audit of the utility payment assistance program. We conducted this performance audit in accordance with generally accepted government auditing standards. Those standards require that we plan and perform the audit to obtain sufficient, appropriate evidence to provide a reasonable basis for our findings and conclusions based on our audit objectives. We believe that the evidence obtained provides a reasonable basis for our findings and conclusions based on our audit objectives. Management Responsibility City management is responsible for ensuring that resources are managed properly and used in compliance with laws and regulations; programs are achieving their objectives; and services are being provided efficiently, effectively, and economically. Audit Objectives, Scope, and Methodology The Internal Audit Department has completed an audit of the City’s utility payment assistance program including application management, pledge award administration, and program effectiveness. This report is intended to provide assurance that the City has established adequate processes and procedures to ensure the utility payment assistance program is managed efficiently, effectively, and in accordance with contract terms. Audit fieldwork was conducted during January, February and March 2021. The scope of review varied depending on the procedure being performed. The following list summarizes major procedures performed during this time: • Reviewed documentation to develop criteria including contract terms, documented policies, and procedures; • Developed process narratives to identify current control activities in the utility payment assistance process; • Interviewed Customer Service and Interfaith Ministries of Denton staff; • Inspected a statistical sample of 100 pledge recipients and 100 denied applicants2 to ensure they were awarded and managed in accordance with contract terms and documented policies and procedures; 1 The City of Denton Internal Auditor’s Office is considered structurally independent as defined by generally accepted government auditing standard 3.56. 2 These samples provide with 95% confidence that the true population is ±10% of the sample estimate. 16 The City of Denton Internal Audit Report April 2021 Audit of Utility Payment Assistance Program Page5 • Reviewed Interfaith Ministries of Denton bank statements to ensure all deposits, fund transfers, and payments were appropriate; • Examined supporting documentation for the sample of pledge recipients and denied applicants; • Reviewed customer utility account Promised Fund and Balance History data in the NorthStar billing system; and • Administered customer service surveys to a judgmental sample of 20 pledge recipients and 20 denied applicants from the period October 2020 – December 2020. 17 The City of Denton Internal Audit Report April 2021 Audit of Utility Payment Assistance Program Page6 Findings & Analysis In 1998, the City of Denton established a utility payment assistance program known as Prevent Loss of Utility Service, or PLUS One. This program was originally designed to provide an avenue for the City’s utility customers to donate money to assist other Denton residents in need. Currently, the City still receives about $7,800 in donations annually for this program annually; however, the majority of PLUS One assistance is funded by Denton Municipal Electric revenues as illustrated in Figure 1. Figure 1: PLUS One Program Funding Summary3 Since the establishment of the PLUS One Program, the City has contracted with Interfaith Ministries of Denton to administer and distribute these funds. Interfaith Ministries is a local non-profit organization that also provides general assistance to local residents and households such as food, transportation assistance, personal hygiene supplies, and more. Based on review of peer cities,4 Denton is the only municipality with an established city-funded and promoted utility payment assistance program for its utility customers. Other peer cities generally promote assistance offered by local charities or distribute federal assistance received due to COVID-19. It should be noted that not all the peer cities reviewed own and operate electric and water utilities. This audit generally evaluated all parts of the City’s utility payment assistance program including application management, documentation retention, award processing, and program effectiveness. Assistance Awards Generally Supported; Some Record Improvements Needed In order to receive utility payment assistance from the PLUS One Program, a person must be an authorized City of Denton utility customer. Each customer then applies for assistance through Interfaith Ministries who determines if they are eligible for the Program based on information received from the Customer. In order to receive a pledge for utility payment assistance, the customer must provide identification documentation and evidence of a financial hardship. A copy of the customer’s utility bill is provided by the City’s Customer Service Division on request. 3 In September 2020, the City allocated an additional $100,000 to aid households affected by COVID-19 financial hardships. 4 Peer cities reviewed included: Killeen, McAllen, Mesquite, Midland, Waco, Richardson, Odessa, College Station, and Lewisville. $0 $50,000 $100,000 $150,000 $200,000 $250,000 $300,000 $350,000 FY17-18 FY18-19 FY19-20 City Funding Customer Donations Assistance Disbursed 18 The City of Denton Internal Audit Report April 2021 Audit of Utility Payment Assistance Program Page7 If a pledge is awarded, Interfaith notifies Customer Service to apply the pledge amount to the customer’s account with a Pledge Letter. Each week, Interfaith sends the City a check to cover the outstanding pledged amounts. This process is illustrated in Figure 2. Figure 2: Utility Payment Assistance Process What We Found • Over the last two fiscal years, Interfaith has awarded assistance to just over 800 unique households, while just over 900 additional assistance applications were denied for various reasons as shown in Figure 3. Figure 3: Assistance Application Outcome Summary (FY2018-19 & 2019-20) • Interfaith Ministries receives and manages all applications for the City’s utility payment assistance program, including documentation supporting each awarded pledge. Interfaith has developed an Assistance Handbook to assist staff when processing applications. o Prior to September 2018, this documentation was maintained on a case management software published and maintained by a non-profit organization. According to Interfaith staff, this non-profit shut down and all prior case documentation was lost. •Submit Screening Form & Application Customer •Determine Elgibility •Award Pledge & Issue Check Interfaith Ministries •Apply Pledge to Account •Process Pledge Check Customer Service Division Assisted Households 47% Non-Responsive 37% Inadequate Documentation 14% Ineligible 2% Denials 53% 19 The City of Denton Internal Audit Report April 2021 Audit of Utility Payment Assistance Program Page8 o Currently, Interfaith utilizes the US Department of Housing and Urban Development’s Homeless Management Information System to receive and process PLUS One assistance applications. The Assistance Handbook has not been updated to reflect these changes in procedure. o In addition, Interfaith staff now track applications using a Client Log, which must be manually updated if there is a change in an application’s status. Based on review of this Client Log, there is inconsistent log documentation for each application including some missing information on the actions taken for each application. Manual maintenance of these logs increases the risk of data entry errors. o Finally, the Homeless Management Information System does not allow for storage of supporting documentation. For this reason, all documents supporting a pledge award are maintained on Interfaith Ministries’ local network. • Based on a statistical sample of 100 customers who received assistance during 2019 and 2020, Interfaith had retained all necessary support documentation for 80 percent of pledge recipients. Table 1 below shows what documentation was missing for the remaining 20 percent. Table 1: Pledge Award Documentation Sample Results Missing Documentation Customers Assistance Value None 80 $33,582 Identification 6 $2,489 Pledge Letter 6 $1,104 Evidence of Hardship 3 $1,038 Utility Bill Copy 2 $1,028 Check Request 2 $573 Case Notes 1 $1,048 All: 100 $40,454 o Based on review of the support documentation, most client files contained all required support documentation; however, there were a few items identified that could improve Interfaith’s documentation consistency and improve program efficiency related to pledge award cases. o While only one pledge was completely missing case notes in the Homeless Management Information System, many other case notes did not contain detailed information regarding the applicant’s financial hardship. As these notes can be utilized by other agencies with access to the Homeless Management Information System, they should be detailed enough for caseworkers to understand why all previous assistance was received without firsthand knowledge. Why It Matters Interfaith Ministries is responsible for ensuring the PLUS One Program is administered in accordance with contract terms. Applications must be processed and tracked consistently to ensure all applications for awards are properly supported. While most awarded pledges had all necessary documentation, inconsistencies in Homeless Management Information System case notes may frustrate Interfaith Ministries and other agencies when attempting to understand why 20 The City of Denton Internal Audit Report April 2021 Audit of Utility Payment Assistance Program Page9 utility payment assistance was awarded in the future. Similarly, while Interfaith must track its applications, manually doing so in a separate Client Log creates a duplication of effort, which may lead to data entry errors. In addition, Interfaith’s current documentation retention practices may hinder the City and other external agencies from conducting reviews as documentation can be lost unexpectedly. In addition, if the program is managed by another agency in the future, transitioning relevant case information and support documentation may be difficult. Finally, documented policies and procedures help an organization retain institutional knowledge, navigate emergency situations, and facilitate consistency. This is particularly important when an organization is comprised of volunteers with potentially high turnover, manages multiple different assistance programs, and receives a relatively high volume of client inquiries and applications. For this reason, the Interfaith Ministries Assistance Handbook should be periodically reviewed and updated as needed. Recommendations: 1. Provide written guidance to staff on what details should be included in Homeless Management Information System case notes to ensure consistency and understandability. Periodically providing training to staff may also facilitate consistency. Interfaith Ministries of Denton Comments: IFM will develop a checklist of basic items to include in case notes. Caseworkers are also provided training through the Texas Homeless Network when any changes occur in the HMIS system. 2. Evaluate the use of the Client Log to track client information and status notes. Consider adding columns to minimize the need for manual notes and reduce the possibility for error. Interfaith Ministries of Denton Comments: We are already working with Customer Service to simplify the call log and help prevent duplication of effort. We are happy to consider the feasibility of any specific changes recommended by the City. 3. Collaborate with the Customer Service Division to determine if support documentation for awarded pledges should be retained by the City. Interfaith Ministries of Denton Comments: IFM currently sends pledges, copies of checks and copies of the customer bills to Customer Service. IFM is happy to send any additional documentation that Customer Service deems necessary. Customer Service Division Comments: While Customer Service does concur that a formal backup method should be explored, we have concern for any retention of documentation for pledges by the City as those documents contain sensitive records for customers for which the City has other purposes for possessing. 4. Periodically review and update the Assistance Handbook to ensure it reflects current processes. Interfaith Ministries of Denton Comments: IFM will update the Assistance Handbook when any major change in program occurs. 21 The City of Denton Internal Audit Report April 2021 Audit of Utility Payment Assistance Program Page10 Awarded Pledges Largely Applied to Utility Accounts Appropriately Once a customer is awarded a utility payment assistance pledge, the City’s Customer Service Division is notified by a Pledge Letter. At this time, the Division applies the promised funds to the accounts, helping ensure customers are not charged additional late fees or interruptions to service. Customer Service then processes pledged payments similarly to how other utility payments are processed once received. What We Found • Customer Service has developed Standard Operating Procedures that detail the Pledge Letter and payment application process. These procedures appear to be up-to-date and provide assurance that the process is completed effectively and consistently. o These procedures also include a process to identify all pledges that have yet to be paid each month. These reports appear to be run appropriately. • Based on a statistical sample of 100 customers who received assistance during 2019 and 2020, two customer utility accounts did not appear to be updated correctly in the City’s utility billing system. o Specifically, one account appeared to have two pledge payments processed to the account of $100 when only one pledge was awarded, and one account received the pledge payment, but the pledge award was missing in the utility billing system. Based on discussion with Customer Service staff, these issues appear to generally be related to the influx of requests due to the COVID-19 Pandemic. • Additionally, Customer Service staff stated that there had been occasions where a customer’s utility account had closed soon after they received PLUS One Program assistance. This had sometimes caused the customer to be refunded PLUS One funds. o This issue was not observed for any of the customers included in the statistical sample; however, the refund process should be updated to ensure these instances are handled appropriately, even if rare. Why It Matters In general, the Customer Service Division appears to process and apply utility payment assistance pledges appropriately. This helps to ensure that pledged payments have been applied to awarded customer accounts in a timely manner. Furthermore, Customer Service appears to have developed effective procedures to ensure that pledges are processed consistently; however, procedures do not include steps to check for awarded pledges before issuing a refund. Ensuring that PLUS One assistance funds are not refunded to customers who close their accounts will allow the City to assist additional customers in these rare instances. Recommendation: 5. Develop a process to ensure customer account refunds are reviewed for utility payment assistance pledge awards prior to processing the refund to ensure each case is reviewed and handled appropriately. Document this process and include a periodic review to update as necessary. 22 The City of Denton Internal Audit Report April 2021 Audit of Utility Payment Assistance Program Page11 Customer Service Division Comments: Customer Service has a practice in place to address this issue; however, concurs with the recommendation to formalize the process to ensure excess pledge funds are not refunded to customers upon account closure. Assistance Restricted to Once a Year; Extreme Hardship Exception Used Frequently The City’s contract with Interfaith Ministries generally limits the number of times a utility customer may be assisted to once per year. This limit generally aligns with the Programs stated purpose to assist residents experiencing “short-term financial emergencies” from time-to-time. The contract does include an exception to this limit if the customer is “designated as an extreme hardship,” in which case the customer may receive assistance up to three times a year. Interfaith Ministries’ Assistance Handbook requires that these exceptions be approved by the organization’s Executive Director. Figure 4 illustrates the total pledges made to households for the past three calendar years by designation. Figure 4: Assistance Pledges Awarded What We Found • While the City’s contract with Interfaith Ministries allows exceptions to the annual assistance limit for those designated with an extreme hardship, it does not include guidelines or criteria clarifying what constitutes as an extreme hardship. • Based on a statistical sample of 100 customers who received assistance during 2019 and 2020, 35 were awarded assistance more than once within a 12-month period. Per contract guidelines, applicants should be designated as having an “extreme hardship.” o Based on review of the award support documentation, there was no differentiating documentation or formal justification to support the extreme hardship designation for 30 of these customers. For the remaining five customers, the Pledge Letters were submitted by Interfaith Ministries Executive Director, indicating the designation was approved per Interfaith’s procedures. 0 100 200 300 400 500 600 2018 2019 2020 Extreme Hardship Assistance Awards Standard Hardship Assistance Awards 23 The City of Denton Internal Audit Report April 2021 Audit of Utility Payment Assistance Program Page12 • Based on a review of utility cut off data, about 6 percent of the City’s utility customers experienced at least one service interruption between 2018 and 2020;5 almost 99 percent of these cut offs were performed on residential accounts. o Of those utility accounts that experienced a cut off, almost 60 percent experienced more than one cut off per year; on average, these accounts experience about three service interruptions annually. Why It Matters It is important to ensure the utility payment assistance program is administered to customers equitably in order to be effective. The extreme hardship exception facilitates this goal, as it allows Interfaith Ministries to provide additional assistance to those customers who have greater need. That being said, without formal guidance on what is considered an extreme hardship or documented justification and approval, use of this exception is vulnerable to misuse. Furthermore, the majority of Denton utility customers who experience service interruptions, experience more than one each year. While these “frequently cut” accounts only make up 2 percent of all utility customers, restricting the number of times assistance may be awarded could negatively impact these community members. On the other hand, expanding or eliminating assistance restrictions may have a negative impact on customers experiencing one-off, short-term financial emergencies as Program funding is limited. These factors are important to consider when defining the extreme hardship designation and considering the PLUS One Program’s intended impact. Recommendations: 6. Evaluate the current extreme hardship exception to determine if it is effective. Customer Service Division Comments: Customer Service concurs that the extreme hardship qualification is vague and ineffective. Staff will review and implement more direct language in the contract or some other alternative that ensure clarity and program effectiveness. 7. Develop guidelines and criteria to formally document extreme hardship justification and approval. Interfaith Ministries of Denton Comments: IFM is working with the City to see if there is a need for hardship guidelines, since most customers assisted already fall into that category by virtue of their incomes. Once we receive written guidelines from the City, we will incorporate it into our policies. IFM request that any changes in the guidelines and criteria be communicated in writing by the City. Assistance for Program Employees Need Further Oversight Interfaith Ministries Assistance Handbook has documented guidelines for processing assistance applications submitted by Interfaith Ministries staff (i.e. employees or volunteers). These staff are required to disclose any conflicts of interest when processing assistance applications and ensure the application is approved by an employee without a conflict. 5 About 96 percent of service interruptions are resolved within one day and all interruptions were resolved within one week. 24 The City of Denton Internal Audit Report April 2021 Audit of Utility Payment Assistance Program Page13 What We Found • Based on review of assistance awarded by Interfaith Ministries between fiscal year 2017-18 and fiscal year 2019-20, two Interfaith Ministries employees received six PLUS One Program awards for a total of $1,257. o Based on review of the supporting documentation of these pledge awards provided by Interfaith Ministries,6 evidence of the financial hardship being experienced was not provided and was only documented in the Homeless Management Information System case notes. o Furthermore, no other pledge recipients received assistance for financial hardships similar to one of Interfaith Ministries employees. For example, issues experienced by other utility pledge award recipients included: job loss; unemployment benefits denial; reduced work hours; unexpected household or car repairs; death of a spouse; and emergency medical expenses. The justification noted for the Interfaith Ministries employee was, “Client had to buy school supplies, clothes, & shoes for 10 yo son going back to school.” o In addition, while the case notes entered into the Homeless Management Information System stated that Interfaith Ministries Executive Director approved the pledges, this approval was not otherwise documented. o Finally, some identification documentation that is typically required was not available for the two assisted Interfaith employees. • One Customer Service employee received two pledge awards totaling $1,009 during 2019. Based on review of the support documentation obtained from Interfaith Ministries, all required documentation was available. o Moreover, Customer Service has established controls and processes to mitigate risks related to utility billing system access as discussed in the Customer Service Division Audit (Dec. 2018) and Follow-Up Review (June 2020). Based on review, these established controls and processes appear to minimize the risks associated with employees having the ability to update their own utility accounts. Why It Matters All eligible Denton utility customers should be able to receive utility payment assistance; however, due to the level of access and involvement that Interfaith Ministries staff have in the PLUS One Program, additional controls should be implemented to minimize the appearance of and risk of fraud or abuse. Interfaith Ministries’ employee applicants should be required to provide the same level of documentation as all other applicants and additional, documented review and approval may be necessary. Recommendation: 8. Coordinate with City staff to develop a review process for Interfaith Ministries’ employee applicants of the utility payment assistance program. 6 Supporting documentation from one award could not be reviewed due to the organizations previous case management system shutting down. 25 The City of Denton Internal Audit Report April 2021 Audit of Utility Payment Assistance Program Page14 Interfaith Ministries of Denton Comments: This sounds like an excellent idea. It has been suggested by the City that IFM employee assistance requests be reviewed by the Revenue Service Supervisor and IFM is in agreement. Customer Service Division Comments: Customer Service concurs and will partner with Interfaith Ministries of Denton to implement a means to ensure any pledges awarded to Interfaith employees and/or volunteers who require utility assistance are done so transparently, equitably when compared to other customers, and in full compliance with the program. Interfaith Has Begun Addressing Suggested Customer Service Improvements The City’s Customer Service Division conducted a review of Interfaith Ministries general operations and customer service in March 2019. The review found five customer service issues and requested that Interfaith Ministries provided an action plan to resolve the findings, including: ➢ Response to customers is made in a timely manner preferably within 1-2 business days; ➢ Ensuring customer messages are returned preferably within 1-2 business days; ➢ Phone recordings contain clear information which matches the website; ➢ Including closure information and holiday schedule on the website; and ➢ Review website and correct discrepancies such as the hours of operation found on the Contact Us and Apply for Assistance sections of the website. What We Found • In response to this review, Interfaith Ministries agreed to implement the following processes: o Hold quarterly customer service trainings for Interfaith Ministries employees and volunteers. ▪ According to Interfaith Ministries’ Executive Director, customer service trainings have not been conducted since the beginning of the COVID-19 Pandemic due to safety concerns. Prior to this, trainings had been conducted; however, attendance and content were not documented. o Update phone technology to allow for the recording of calls, which would allow for quality assurance reviews to be conducted. ▪ The phone system appears to have been updated. According to the Interfaith Ministries’ Executive Director, phone calls are periodically reviewed to ensure staff are providing adequate customer service; however, a written procedure for conducting and documenting these reviews has not been developed. ▪ Interfaith Ministries also offers an optional, anonymous customer service survey to its clients. The results of these surveys are generally reported to Interfaith Ministries’ Executive Board quarterly. Interfaith Ministries provided 15 months of customer service survey results for November 2018 through January 2020 as part of this audit; however, these results were not previously been reported to the City. This reporting is required by the current contract with the City. o Update website information to ensure it is accurate. 26 The City of Denton Internal Audit Report April 2021 Audit of Utility Payment Assistance Program Page15 ▪ Based on review of the Interfaith Ministries website during the audit period, holiday closures were not posted and staffing information was not up to date. These issues were promptly addressed by Interfaith staff once notified. • Based on a customer service survey administered by Internal Audit during February 2021,7 100 percent of respondents believed Interfaith Ministries had treated them with dignity and respect during their interactions, including those that were denied assistance. o Four of six denied applicants noted that they were not informed of the reason for denial; however, it should be noted that two of these applicants were denied due to non-responsiveness. Why It Matters As an external, contracted agency on behalf of the City, Interfaith Ministries has a responsibility to provide satisfactory service to applicants and potential applicants of the utility payment assistance program as these services reflect the City. Interfaith Ministries appears to have resolved much of the customer service-related issues noted by the City’s previous review. Still, regular customer service training should be provided to ensure staff stay up to date on customer service best practices. This may also benefit Interfaith Ministries with potential donations, volunteers and return clients if satisfied with the customer service received. Similarly, developing a process to review client phone calls regularly will provide further assurance of customer service quality and information accuracy. Reporting on feedback from clients on their experiences with Interfaith Ministries allows the City to effectively monitor the quality of customer service provided on their behalf and fulfills a contractual obligation. Finally, applicants that are denied for the utility payment assistance program should be informed of the reason for denial so that potential errors can be corrected. Although many denials are due to non-responsiveness, these instances should be clearly documented in the Client Log in case an applicant contacts Interfaith once denied. Recommendations: 9. Ensure denied applicants are provided updates so they understand the reason for being denied assistance. Denial reasons should also be clearly documented in the Client Log even if they were denied due to non-responsiveness. Interfaith Ministries of Denton Comments: Potential applicants are already informed during screening and during referral by the City that failure to respond or provide requested documentation by a specific date will result in denial. However, we will also send an email to them when an email address is available. 10. Establish a process to periodically provide customer service training to staff. Attendance and training content should be documented. Interfaith Ministries of Denton Comments: IFM resumed this practice on 3/17/21 and will continue quarterly training. 7 Forty assistance applicants, half of whom received assistance and half of whom were denied, were surveyed. Each applicant was called at least two times at different periods of the day. Twelve assistance recipients and six denied applicants responded to the survey. 27 The City of Denton Internal Audit Report April 2021 Audit of Utility Payment Assistance Program Page16 11. Develop a process to regularly track and monitor client calls for content accuracy and customer service quality. Interfaith Ministries of Denton Comments: A review plan was developed 3/22/21. IFM’s Director has begun reviewing 4-6 random calls per week for content accuracy and customer service quality. 12. Begin providing quarterly reports on customer service survey responses to the City as required by contract. Interfaith Ministries of Denton Comments: Our customer service survey is optional to customers. We provided 15 months of survey response results to the City Auditor. We would be glad to provide those and any future responses to the City upon clarification as to whom they should be submitted. Public Outreach Efforts are Broadly Effective; but Not Coordinated or Data Informed According to the City’s contract with Interfaith Ministries, the PLUS One Program is intended to “ensure that the utility bills for some of the area’s less fortunate families are paid so they can keep cool in the summer and warm in the winter.” In order to be effective in this effort, customers must be informed of the PLUS One Program so that they may apply when assistance is needed. In addition, assistance should generally be awarded equitably to Denton utility customers who have greater need. The City’s PLUS One Program contract generally gives priority to residential households with gross family income at 65 percent or less of the area median income, with members who have serious illness, disability, or small children, and that have experienced recent emergencies. What We Found • Based on discussions with Interfaith Ministries and City staff, there is no coordinated public outreach effort to inform residents about the PLUS One Program. According to Interfaith Ministries staff, they attended community events before the COVID-19 Pandemic to promote the organization’s assistance efforts, including but not limited to the PLUS One Program. o Based on a customer service survey administered by Internal Audit during February 2021, about 60 percent of respondents said they heard about the PLUS One Program informally from friends, community groups, etc. o The Customer Service Division does direct utility customers to Interfaith Ministries and may complete the customer’s screening application if they express interest in utility payment assistance. • In order to facilitate monitoring of the PLUS One Program’s effectiveness, Interfaith Ministries is required to submit monthly reports on assistance applications, including recipients’ demographic information. o Based on conversations with Customer Service Division staff, this information is generally not analyzed or utilized to further enhance program effectiveness. 28 The City of Denton Internal Audit Report April 2021 Audit of Utility Payment Assistance Program Page17 o Demographic information for customers denied assistance is not collected or reported. This is due, in part, to many applicant denials being due to non-responsiveness. In addition, collection of demographic information before assistance is awarded may deter some people from applying. • To assess the effectiveness of limited public outreach efforts and equity of assistance, Internal Audit compared assistance demographic information to the City of Denton’s Comprehensive Housing Affordability Strategy data.8 This comparison is intended to account for greater need as prioritized by income and is illustrated in Figure 5. Figure 5: Assistance Race & Ethnicity Benchmark Comparison (FY 2020)9 o In general, this comparison shows that white and Asian people appear to receive assistance less frequently at all income levels than would be expected in comparison to the benchmark. On the other hand, Hispanic and Black people appear to receive assistance more frequently at the extremely low- and very low-income levels, but at the relatively expected frequency at the low- and moderate-income levels. ▪ These discrepancies appear to be in part explained by the Program prioritizing lower income households.10 In particular, 85 percent of assisted households had extremely low or low income, whereas these income levels only make up 54 percent of households below the City’s median income. ▪ Similarly, the Consolidated Plan identifies racial or ethnic groups that appear to be facing increased need by comparing the percentage of each group experiencing housing problems11 to the whole income level. Table 2 summarizes this analysis from the City’s Consolidated Plan for Housing and Community Development: 8 This data is collected by the US Census Bureau and is used in the City’s Consolidated Plan for Housing and Community Development as required by the US Department of Housing and Urban Development. 9 Based on the Consolidated Plan data, individuals and households of Indigenous, Pacific Islander, Multi-Racial and Unknown race and ethnicity were combined into an Other category to ensure comparisons could be made with adequate data. Between FY2017-18 and FY2019-20, 14 Indigenous people, two Pacific Islanders, and 25 Multi-Racial people received PLUS One Program assistance. 10 Black and Asian households make up an increasingly lower percentage of households as income level increase while white households make up an increasingly larger percentage. On the other hand, Hispanic households make up a relatively similar percentage of households at every income level. 11 The Consolidated Plan defines four housing problems: 1) lacks complete kitchen facilities, 2) lacks complete plumbing facilities, 3) more than one person per room, and 4) cost burden greater than 30 percent. 0% 5% 10% 15% 20% Assisted Benchmark Assisted Benchmark Assisted Benchmark Assisted Benchmark Extremely Low Very Low Low Moderate Income Level White Hispanic Black Asian Other 29 The City of Denton Internal Audit Report April 2021 Audit of Utility Payment Assistance Program Page18 Table 2: Housing Problem Analysis by Race & Ethnicity and by Income Level12 Income Level White Hispanic Black Asian All Extremely Low 87% 93% 85% 66% 86% Very Low 81% 79% 83% 91% 81% Low 44% 40% 59% 45% 45% Moderate 21% 22% 16% 37% 21% All: 60% 62% 69% 64% 62% o Based on this information, the PLUS One Program appears to more frequently assist those with greater need, as indicated by income level and housing problems; however, the City’s Asian communities appear to have been awarded assistance less frequently than expected. This may indicate a need for greater outreach to the City’s Asian communities. Why It Matters The utility payment assistance program was developed to assist Denton utility customers experiencing financial hardship with their utility bills to avoid service interruptions. Interfaith Ministries Monthly Reports contain applicant data that is necessary to measure program effectiveness. Analyzing this information would allow the City to establish performance measures and develop outreach plans to target communities considered to have greater need. Recommendation: 13. Establish a process to utilize the data included in Interfaith Ministries’ Monthly Reports to enhance program effectiveness by identifying Program promotion opportunities and focusing on households and communities with greater need. Customer Service Division Comments: Customer Service concurs. Staff agrees with the need for greater program promotion, but believes the data from Interfaith would not, in and of itself, provide sufficient guidance on how to target communications toward demographics. Customer Service will meet this recommendation by, on an ongoing basis, utilizing census housing and income information, focusing on distribution of information to other agencies which serve households that fall within assistance thresholds, and using other available resources to drive targeted communication opportunities. Staff will additionally explore any other opportunities for general communications. Expanding Program Reconciliation Procedures Would Provide Further Assurance Interfaith Ministries maintains a separate bank account for received PLUS One Program funds. Payments for allocated program funding and administrative costs are issued to Interfaith through the City’s general purchase order process. Additionally, assistance checks are issued from this account. 12 In Table 2, the race and ethnic groups highlighted appear to experience housing problems significantly more frequently than other groups at that income level. Per the Consolidated Plan, if at least 10 percent more of a group’s households experience housing problems than the income level average it is considered a significant difference. 30 The City of Denton Internal Audit Report April 2021 Audit of Utility Payment Assistance Program Page19 What We Found • Based on a review of Interfaith Ministries’ bank statements for January 2018 through December 2020, the PLUS One bank account appears to be managed effectively and no inappropriate transactions were identified. • The Customer Service Division currently reviews Interfaith Ministries’ Monthly Reports to ensure total reported pledge awards match the total award payments received each month. Any identified discrepancies are corrected with Interfaith as needed. o Based on review of a statistical sample of 100 pledge recipients, one recipient’s pledge was documented incorrectly in Interfaith Ministries’ Monthly Report; however, the approved pledge amount was processed correctly on their utility account. o The Customer Service Division does not obtain or review Interfaith Ministries bank statements. Why It Matters Interfaith Ministries and the City of Denton have a fiduciary responsibility to Denton utility customers and PLUS One Program donors to ensure funds are spent appropriately. For this reason, funds should be monitored and reconciled on a regular basis to provide assurance that the Program is being administered efficiently and effectively and in compliance with the Program’s purpose. While the City does currently reconcile assistance pledges to payments, obtaining and reviewing the monthly bank statement will provide additional assurance that Program funds are being managed appropriately and are not misused. Recommendation: 14. Obtain Interfaith Ministries’ PLUS One bank statement monthly to provide further assurance that that assistance funds spent appropriately. Bank statements should be used to enhance current reconciliation procedures, which should be updated appropriately. Customer Service Division Comments: Customer Service concurs with the value of statement review and will work with Interfaith Ministries to obtain the documents monthly. 31 The City of Denton Internal Audit Report April 2021 Audit of Utility Payment Assistance Program Page20 Appendix A: Management Response Summary The following summarizes the recommendations issued throughout this report. The auditors found that staff and the Department were receptive and willing to make improvements to controls where needed. Management has provided their response to each recommendation. 1 Provide written guidance to staff on what details should be included in Homeless Management Information System case notes to ensure consistency and understandability. Periodically providing training to staff may also facilitate consistency. Concur Expected Completion: 4/30/21 Interfaith Ministries of Denton Comments: IFM will develop a checklist of basic items to include in case notes. Caseworkers are also provided training through the Texas Homeless Network when any changes occur in the HMIS system. Responsibility: IFM Director and staff and THN 2 Evaluate the use of the Client Log to track client information and status notes. Consider adding columns to minimize the need for manual notes and reduce the possibility for error. Concur Expected Completion: 5/31/21 Interfaith Ministries of Denton Comments: We are already working with Customer Service to simplify the call log and help prevent duplication of effort. We are happy to consider the feasibility of any specific changes recommended by the City. Responsibility: IFM Director and Staff with input from City 3 Collaborate with the Customer Service Division to determine if support documentation for awarded pledges should be retained by the City. Partially Concur Expected Completion: 6/30/21 Interfaith Ministries of Denton Comments: IFM currently sends service pledges, copies of checks and copies of the customer bills to Customer Service. IFM is happy to send any additional documentation that Customer Service deems necessary. Customer Service Division Comments: While Customer Service does concur that a formal backup method should be explored, we have concern for any retention of documentation for pledges by the City as those documents contain sensitive records for customers for which the City has no other purpose for possessing. Responsibility: IFM Director and Customer Service Manager 4 Periodically review and update the Assistance Handbook to ensure it reflects current processes. Concur Expected Completion: 6/30/21 & Ongoing Interfaith Ministries of Denton Comments: IFM will update the Assistance Handbook when any major change in program occurs. Responsibility: IFM Director with input from staff 5 Develop a process to ensure customer account refunds are reviewed for utility payment assistance pledge awards prior to processing the refund to ensure each case is reviewed and handled appropriately. Document this process and include a periodic review to update as necessary. Concur Expected Completion: 4/30/21 32 The City of Denton Internal Audit Report April 2021 Audit of Utility Payment Assistance Program Page21 Customer Service Division Comments: Customer Service has a practice in place to address this issue; however, concurs with the recommendation to formalize the process to ensure excess pledge funds are not refunded to customer upon account closure. Responsibility: Credit & Collections Specialist 6 Evaluate the current extreme hardship exception to determine if it is effective. Concur Expected Completion: 5/31/21 Customer Service Division Comments: Customer Service concurs that the extreme hardship qualification is vague and ineffective. Staff will review and implement more direct language in the contract or some other alternative to ensure clarity and program effectiveness. Responsibility: Dir. Of Customer Service & Public Affairs 7 Develop guidelines and criteria to formally document extreme hardship justification and approval. Partially Concur Expected Completion: 5/30/21 Interfaith Ministries of Denton Comments: IFM is working with the City to see if there is a need for hardship guidelines, since most customers assisted already fall into that category by virtue of their incomes. Once we receive written guidelines from the City, we will incorporate it into our policies. IFM requests that any changes in the guidelines and criteria be communicated in writing by the City. Responsibility: IFM and City staff 8 Coordinate with City staff to develop a review process for Interfaith Ministries’ employee applicants of the utility payment assistance program. Concur Expected Completion: 5/31/21 Interfaith Ministries of Denton Comments: This sounds like an excellent idea. It has been suggested by the City that IFM employee assistance requests be reviewed by the Revenue Service Supervisor and IFM is in agreement. Customer Service Division Comments: Customer Service concurs and will partner with Interfaith Ministries of Denton to implement a means to ensure any pledges awarded to Interfaith employees and/or volunteers who require utility assistance are don so transparently, equitably when compared to other customers, and in full compliance with the program. Responsibility: IFM and Dir. Of Customer Service & Public Affairs 9 Ensure denied applicants are provided updates so they understand the reason for being denied assistance. Denial reasons should also be clearly documented in the Client Log even if they were denied due to non-responsiveness. Partially Concur Expected Completion: 4/1/21 Interfaith Ministries of Denton Comments: Potential applicants are already informed during screening and during referral by the City that failure to respond or provide requested documentation by a specific date will result in denial. However, we will also send an email to them when an email address is available. Responsibility: IFM staff and Customer Service 10 Establish a process to periodically provide customer service training to staff. Attendance and training content should be documented. Concur Expected Completion: 3/24/21 and Ongoing Interfaith Ministries of Denton Comments: IFM resumed this practice on 3/17/21 with complete documentation Responsibility: IFM Director 33 The City of Denton Internal Audit Report April 2021 Audit of Utility Payment Assistance Program Page22 11 Develop a process to regularly track and monitor client calls for content accuracy and customer service quality. Concur Expected Completion: 3/22/21 Interfaith Ministries of Denton Comments: A review plan was developed 3/22/21. IFM’s Director has begun reviewing 4-6 random calls per week for content accuracy and customer service quality. Responsibility: IFM Director 12 Begin providing quarterly reports on customer service survey responses to the City as required by contract. Concur Expected Completion: 6/15/21 Interfaith Ministries of Denton Comments: Our customer service survey is optional to customers. We provided 15 months of survey response results to the City Auditor. We would be glad to provide those and any future responses to the City upon clarification as to whom they should be submitted. Responsibility: IFM Director and Staff 13 Establish a process to utilize the data included in Interfaith Ministries’ Monthly Reports to enhance program effectiveness by identifying Program promotion opportunities and focusing on households and communities with greater need. Concur Expected Completion: Ongoing Customer Service Division Comments: Customer Service concurs. Staff agrees with the need for greater program promotion, but believes the data from Interfaith would not, in and of itself, provide sufficient guidance on how to target communications toward demographics. Customer Service will meet this recommendation by, on an ongoing basis, utilizing census housing and income information, focusing on distribution of information to other agencies which serve households that fall within assistance thresholds, and using other available resources to drive targeted communication opportunities. Staff will additionally explore any other opportunities for general communications. Responsibility: Customer Service Manager & Dir. Of Customer Service & Public Affairs 14 Obtain Interfaith Ministries’ PLUS One bank statement monthly to provide further assurance that that assistance funds spent appropriately. Bank statements should be used to enhance current reconciliation procedures, which should be updated appropriately. Concur Expected Completion: 4/30/21 Customer Service Division Comments: Customer Service concurs with the value of statement review and will work with Interfaith Ministries to obtain the documents monthly. Responsibility: Business Information Analyst 34 Audit of Utility Payment Assistance Program Madison Rorschach City Auditor Internal Audit Department April 6, 2021 135 Purpose of the Audit 2ID 20-2554 $0 $50,000 $100,000 $150,000 $200,000 $250,000 $300,000 $350,000 FY17-18 FY18-19 FY19-20 City Funding Customer Donations Assistance Disbursed •Audit evaluated the PLUS One Program’s effectiveness including: •Processing of assistance applications; •Quality of customer service; & •Program monitoring & contract clarity. •Program funds must be disbursed effectively & equitably to ensure residents are properly assisted. PLUS One Program Funding Summary 36 Assistance Largely Awarded & Applied Appropriately; Some Record Improvements Needed 3 Utility Payment Assistance Process•Not all award support documentation retained: •20% of awards reviewed were missing some doc.; & •All doc. before Sept. 2018 lost due to system shut down. •98% of pledges were properly applied to customer accounts. •Some Interfaith employees have received assistance through this process: •Approval & financial hardship not well documented. •Submit Screening Form & Application Customer •Determine Eligibility •Award Pledge & Issue Check Interfaith Ministries •Apply Pledge to Account •Process Pledge Check Customer Service Division ID 20-2554 37 Contract Assistance Limits Not Clearly Defined 4 •Interfaith contract generally limits assistance to once annually: •Contract allows exceptions for extreme hardship -not well defined or documented. •About 6% of utility customers experience service interruptions –over half of these experience more than one interruption annually.0 100 200 300 400 500 600 2018 2019 2020 Extreme Hardship Assistance Awards Standard Assistance Awards Assistance Pledges Awarded by Type ID 20-2554 38 Interfaith has Begun Addressing Suggested Customer Service Improvements 5 Assistance Application Outcome Summary •All surveyed applicants* felt they were treated with dignity & respect. •Interfaith has begun implementing the following customer service improvements: •Periodic customer service training; •Updated phone tech. to perform quality reviews; & •Updated website information. •Customer service quality reports not submitted to City. Assisted Households 47% Non- Responsive 37% Inadequate Docs 14% Ineligible 2% Denials 53% *Survey had a 45% response rate. ID 20-2554 39 Increased Analysis of Program Reporting Could Improve Effectiveness 6 •Interfaith submits Monthly Reports on households assisted & denied. •Report data typically not analyzed or used to enhance program effectiveness by the City; & •Demographic information of denied households is not collected. •City reconciles award payments received to those pledged monthly: •However, PLUS One bank statements not reviewed. •Most applicants learned of the Program informally: •Customer Service directs interested customers to Interfaith; & •Interfaith attended some community events before the COVID-19 Pandemic. ID 20-2554 40 7 Management Response Summary ID 21-228 Rec.Recommendations*Response Implementation Actions* 1 IFM –Provide guidance to staff on details to include in the Homeless Management Information System’s case notes.Concur Will develop checklist; caseworkers also receive training from the Texas Homeless Network 2 IFM –Evaluate the use of the Client Log to help minimize the possibility for error.Concur Working with Cust. Svcs. to simplify call log 3 IFM –Collaborate with the City to determine if assistance award support documentation should be retained by the City.Partially Concur City and IFM will collaborate; City has concerns about retaining pledge documentation as it may contain sensitive customer records 4 IFM –Periodically update & review the Assistance Handbook.Concur Will update Assistance Handbook when major program changes occur 5 Cust. Svc. –Develop process to ensure customer refunds are reviewed for assistance awards.Concur Will formalize process to ensure excess pledge funds 6 Cust. Svc. –Evaluate the extreme hardship exception to determine if it is effective.Concur Will review and implement more direct contract language or alternative to ensure clarity 7 IFM –Develop guidelines and criteria to document extreme hardship justification & approval.Partially Concur Working with City to determine need for guidelines; will incorporate any written guidelines received from the City 8 IFM –Coordinate with the City to review IFM employee’s assistance applications.Concur Customer Service will review & approve IFM employee assistance requests 9 IFM –Ensure denied applicants are informed of the reasons they were denied assistance.Partially Concur Potential applicants already informed about need to respond & provide documentation by specific date; in the future an email will be sent if applicant is denied if possible 10 IFM –Periodically provide customer service training to staff.Concur Resumed trainings with documentation on 3/17/21 11 IFM –Develop process to regularly monitor client calls for customer service quality.Concur Review plan developed to review 4-6 random calls each week 12 IFM –Provide quarterly customer service quality reports to the City.Concur Will provide responses to the City once it is clarified who they should be submitted to 13 Cust. Svc. –Create a process to utilize IFM’s monthly report data to enhance program effectiveness.Concur Will utilize available sources of information to target communication opportunities 14 Cust. Svc. –Use IFM bank statements as part of current reconciliation process.Concur Will work with IFM to obtain bank statements monthly 41 Questions? 8 Madison Rorschach City Auditor Internal Audit Department ID 20-2554 42 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-2320,Version:1 AGENDA CAPTION Receive a report,hold a discussion,and give staff input regarding the naming applications for parks and trails as submitted by residents, local developers and the Parks and Recreation department. City of Denton Printed on 4/2/2021Page 1 of 1 powered by Legistar™43 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Parks and Recreation DCM: David Gaines, Interim Deputy City Manager DATE: April 6, 2021 SUBJECT Receive a report, hold a discussion, and give staff input regarding the naming applications for parks and trails as submitted by residents, local developers and the Parks and Recreation department. BACKGROUND The City of Denton strategic plan contains the task of updating policies and procedures for the organization. One of the policies reviewed by the Parks and Recreation department was the City of Denton naming policy guidelines for city buildings, facilities, land, or any portion thereof. With the cooperation of department and city staff, this item was recently updated and approved by City Council on October 20, 2020. (Exhibit 2). Over the course of the last year staff has had conversations with residents and developers regarding the naming of parks. Staff recommended these individuals delay submitting a naming application until the policy was updated and adopted. Parks and Recreation is in the process of conducting research on which park properties have been officially named through the policy in place prior to October 2020. Staff anticipates that several park spaces have assumed names based on geographic location or as a placeholder put on the property during the acquisition process. If no formal consideration information can be identified for the current name, the Parks and Recreation Department will present the list of park spaces to City Council for consideration for future naming opportunities. The concern for temporary naming was addressed in the most recent updating of the Naming Policy to identify a formal process for temporary naming to help prevent confusion in the future. To date, staff have received five (5) applications from the community and one (1) from the Parks and Recreation Department requesting properties be considered for naming. In addition, Parks and Recreation is submitting ten (10) applications for proposed trail names that are being considered as part of the Parks, Recreation and Trails System Master Plan. These trail names are proposed to be labeled based on the name of the creek or street the trail will be following. Applications from the Community (Exhibit 3): • Carnegie Ridge Property to “Patrick Park” • Baseball Field 1 at Evers Park to “Austin Jackson Field” • Baseball Field 2 at Evers Park to “Javy Guerra Field” • Industrial Street Park to “Wolff’s Park” • Rayzor Ranch Property to “Rayzor Ranch Park” Applications from PARD (Exhibit 4): City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 44 • Mills Property to “East Lake Park” • Trails: o Bonnie Brae Trail o Clear Creek Trail o Cooper Creek Trail o Hickory Creek Trail o Mayhill Trail o Mingo Trail o Pecan Creek Trail o University Trail o Vintage Trail o Wildflower Trail On November 16, 2020, Parks, Recreation and Beautification Board meeting, the board supported City Council form an ad hoc committee to evaluate and discuss the approval or denial of each application. In addition, the board advised holding a public meeting to gather feedback from the public. PROCEDURES Procedures for naming city buildings, facilities, land, or any portion thereof: STEP A. Groups or individuals may submit nominations for naming a City building, facility, land, or any portion thereof by submitting a nomination to the City Manager on the City of Denton Naming Application. STEP B. The City Manager, upon the receipt of the City of Denton Name Application, shall refer such naming request to the City Council. STEP C. The City Council may appoint a seven (7) member ad hoc Naming Committee to review the naming request submitted by a citizen or organization. Such committee shall be nominated by individual City Council members. In the event of a City Council-initiated naming, the Council may, if it desires, appoint an ad hoc committee as outlined herein to investigate and recommend one or more names for Council consideration. STEP D. At least two members of the ad hoc Naming Committee shall be selected from any impacted advisory or governing board as determined by City Council. STEP E. The name or names submitted will be considered by the members of the ad hoc Naming Committee. The committee shall be guided by the provisions of this policy and shall provide a recommendation to the City Council for consideration. STEP F. The final decision for naming a City building, facility, land, or any portion thereof shall rest with the City Council. RECOMMENDATION Parks and Recreation recommends City Council review the applications and form an ad hoc committee to evaluate and discuss the approval or denial regarding the request for naming of each application, and to hold a future public meeting to gather feedback from the public. ESTIMATED SCHEDULE OF PROJECT After gathering input, Parks and Recreation Department will help facilitate next steps with the City Secretary’s Office per City Council’s direction. 45 FISCAL INFORMATION N/A BID INFORMATION N/A EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Naming Policy Guidelines and Application Exhibit 3 – Naming Applications from the Community Exhibit 4 – Naming Applications from Parks and Recreation Exhibit 5 – Presentation Respectfully submitted: Gary Packan, Parks and Recreation Prepared by: Ferdinand Valdez, Management Analyst, Parks and Recreation 46 RESOLUTION NO. 20-200 1 A RESOLUTION OF THE CITY OF DENTON AMENDING THE NAMING POLICY GUIDELINES FOR CITY BUILDINGS, FACILITIES, LAND, OR ANY PORTION THEREOF TO INCLUDE PROVISIONS FOR TEMPORARY NAMES; PROVIDING A REPEALER; AND DECLARING AN EFFECTIVE DATE. WHEREAS, the City of Denton desires to amend the policy guidelines for naming City buildings, facilities, land, or any portion thereof by adding provisions for temporary names; and WHEREAS, the City Council deems it in the public interest to adopt the revised policy; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. The revised aa of Denton Naming Policy Guidelines for City Buildings , Facilities, Land or any Portion Thereof, which is attached hereto and made a part hereof for all purposes, is hereby approved and adopted. SECTION 2. All policies inconsistent herewith are hereby repealed, including without limitation, Resolution R20 19-2456. SECTION 3. This resolution shall approval. become effective immediately upon its passage and The motion to app seconded by 3MJSms following vote LI - a : 'ove this resolution was maceby ToM q,laC\ , the resolution was passed and approved by the Aye Jr V’ d‘ \/ J Nay Abstain Absent Chris Watts, Mayor: Gerard Hudspeth, District 1 : Keely G. Briggs, District 2: Jesse Davis. District 3 : John Ryan, District 4: Deb Armintor, At Large Place 5 : Paul Meltzer, At Large Place 6: 47 PASSED AND APPROVED this the 2,Dfb day of OC\obe( , 2020. aA CHRIS WAtT-S, M?dR ATTEST: ROSA RIOS, CITY SECRETARY . ZZa _zA?J bbIf(\$</> APPROVED AS TO LEG AARON/4’E.AL, CITY ATTO 48 CITY OF DENTON NAMING POLICY GUIDELINES FOR CITY BUILDINGS, FACILITIES, LAND, OR ANY PORTION THEREOF 1.GENERAL A.These policy guidelines are intended to address naming opportunities when a citizen, group, or organization submits a nomination to name a City building, facility, land, or any portion thereof. The City Council may initiate the naming of any building, facility, land, or any portion thereof at its discretion and may apply the following guidelines in City Council initiated naming. The City Council may choose to waive any part of these guidelines by three-fourth's vote of the entire City Council. Any amendments to this policy require only a simple Council majority vote. These policy guidelines do not address the naming of streets, fire stations, or police stations, or naming based on advertising. B. Naming, whether after an individual, foundation, or organization will be on a case-by-case basis and assessed for potential conflict of interest and alignment with the City’s mission and values. 11.DEFINITIONS City Buildings. City owned buildings which are open to the public and used to conduct City business. Buildings may include, but are not limited to, City Halls, civic/community centers, conference/convention centers, public libraries, and public utility buildings/structures. City Facilities. City owned structures, amenities, or features, which are open to the public and used for City business, or public attractions of any kind, including, but not limited to, athletic fields, bridges, fountains, gymnasiums, library collections and/or department's interior and exterior spaces, meeting rooms, picnic shelters, playground equipment, recreation facilities, swimming pools, tennis courts, and basketball courts. City Land. Real estate owned and/or managed by the City, including but not limited to park property and other open space areas. Commemorative Name. A name given to recognize an individual, organization, or foundation who has made a significant contribution on a local, state, national or world level. Temporary Name. A non-permanent name given by City staff to identify a City building, facility, land, or any portion thereof for a limited time pending a naming request. 49 III. COMMEMORATIVE NAMING AFTER AN INDIVIDUAL A. Criteria for Commemorative Naming After an Individual It is intended that all the criteria in this section be satisfied when considering the naming of a City facility, building, land, or any portion thereof after an individual.te 1. The individual must have been a resident of the City of Denton; and 2. The individual must be of good moral character and must not have been convicted of any felonies, or crimes of moral turpitude; and 3 . The individual should have made exceptional contributions on a local, state, national, or world level and the individual's achievements should represent a lasting legacy to the mission of the City building, facility, land, or any portion thereof. B. Naming After an Individual Who Performed Outstanding or Heroic Service Buildings, facilities, land, or any portion thereof may also be named in memory of individuals who died in the line of duty serving the City of Denton, the State of Texas, or the United States of America; or died performing a heroic act, such as saving the life of another person; or a deceased individual who has made a significant and lasting contribution to humanitarian causes on a world or national level. In these instances as appropriate, the City may elect to obtain or attempt to make contact for approval from living family members of the individual recommended for having a City building, facility, land, or any portion thereof named in their honor. C. Renaming After an Individual In order to honor the decisions of previous City Councils and descendants of individuals after whom a City building, facility, land, or any portion thereof is named, renaming shall typically not occur. However, if it is determined that circumstances have changed such that the criteria set forth in section I.B and Ill is no longer met, the City Council may elect to remove the name from the City building, facility, land, or any portion thereof. 50 IV.COMMEMORATIVE NAMING AFTER A FOUNDATION OR ORGANIZATION A. Criteria for Commemorative Naming After a Foundation or Organization 1. If consideration is given to naming a City building, facility, land, or any portion thereof after a foundation or organization, the foundation or organization considered should have made exceptional local, state, national, or world contributions; and their achievements should represent a lasting legacy to the mission of the City building, facility, land, or any portion thereof. 2. In selected instances, a City building, facility, land, or any portion thereof may be named after a foundation or organization that makes a unique and extraordinary contribution to the development and/or usage of the City building, facility, land, or any portion thereof being named. The merits and value of each such naming shall be evaluated on a case-by-case basis. B. Renaming After a Foundation or Organization In order to honor the decisions of previous City Councils and foundations or organizations after which a City building, facility, land, or any portion thereof are named, renaming shall typically not occur. However, if it is determined that circumstances have changed such that the criteria set forth in section I.B and IV is no longer met the City Council may elect to remove the name from the City building, facility, land, or any portion thereof. V.PLAQUES, MARKERS, AND MEMORIALS A. Plaques, markers, and memorials that are requested to be located on a City building, facility, land, or any portion thereof must be reviewed and approved by the City Manager or his/her designee, as to design and maintenance requirements. B Total costs for purchasing plaques, markers, and memorials involved in the naming of a new City building, facility, land, or any portion thereof, as well as up to five (5) years of maintenance costs, shall be paid by the nominating individual or organization, unless City Council waives such funding. This provision has no application in those instances where the costs of plaques, markers, or memorials are included in the design and construction costs of a project. 51 VI. TEMPORARY NAME PROCEDURES A. A temporary name will be designated by the City staff for identification during acquisition and/or development of the City building, facility, land or any portion thereof. B. The following criteria and factors shall be used in determining the appropriateness of the temporary name: 1. Geographic location such as street name, frontage road, major intersection, or subdivision. 2. Each temporary name will end with an identifier such as property or building. For example: Main Street Property C.Because temporary designations tend to be retained, the naming process for a City building, facility, land or any portion thereof should be carried out as quickly as possible after its acquisition or development. Citizens, groups, or organizations are encouraged to submit nominations for naming a City building, facility, land, or any portion thereof once the temporary name has been identified. VII. PROCEDURES FOR NAMING CITY BUILDINGS, FACILITIES, LAND, OR ANY PORTION THEREOF A. Groups or individuals may submit nominations for naming a City building, facility, land, or any portion thereof by submitting a nomination to the City Manager on the City of Denton Naming Application. B. The City Manager, upon the receipt of the City of Denton Name Application, shall refer such naming request to the City Council. C. The City Council may appoint a seven-member ad hoc Naming Committee to review the naming request submitted by a citizen or organization. Such committee shall be nominated by individual City Council members. In the event of a City Council initiated naming, the Council may, if it desires, appoint an ad hoc committee as outlined herein to investigate and recommend one or more names for Council consideration. D. At least two members of the ad hoc Naming Committee shall be selected from any impacted advisory or governing board as determined by City Council. E. The name or names submitted will be considered by the members of the ad hoc Naming Committee. The committee shall be guided by the provisions of this policy and shall provide a recommendation to the City Council for consideration. F. The final decision for naming a City building, facility, land, or any portion thereof shall rest with the City Council. 52 CITY OF DENTON NAMING APPLICATION City Buildings, Facilities, Land, or Any Portion Thereof Please type or print clearly in ink: Date of Submittal Commemorative Naming (Check One): Individual Organization Individual or Organization Submitting Nomination: Recommended Name of City Building, Facility, Land, or Any Portion Thereof: Location of City Building, Facility, Land, or Any Portion Thereof: Address Cross Street Description of Location Explanation of why this name should be considered. Please include the individual’s biographical information and vitae or resume. Use additional sheets, if necessary: Point of Contact First Name Last Name Address City State Zip Phone Number Email Address Organization or Secondary contact Organization / First Name Last Name Address City State Zip Phone Number Email Address Signature of Nominator or Organization Representative: Date: Please return this form to the City Manager's Office. Please call for an appointment at (940) 349-8307, or **Download Adobe PDF Reader to utilize the digital signature** E-mail this form to City.Secretary@CityofDenton.com 53 Carnegie Ridge Property to “Patrick Park” 54 55 From: Rian Maguire <rian@chcdev.com> Sent: Wednesday, September 23, 2020 5:29 PM To: Huffman, Drew S <Drew.Huffman@cityofdenton.com> Cc: Rory Maguire <rory@chcdev.com>; Caroline Claure <caroline@chcdev.com> Subject: RE: Carnegie Ridge Drew, Here is the application. I was thinking of keeping the explanation fairly simple, unless you think a long history of my Dad’s involvement with the City is needed. I could put this into a formal letterhead, but here is the what I was thinking and wanted to get your thoughts before I finalize it: Dear City of Denton, My brother Rory Maguire and I own CHC Development. We were raised in Denton from an early age. We are actually in the first graduating class of Denton Ryan High School (1996). Our company is the developer of Carnegie Ridge, and we have dedicated this park to the City of Denton. We respectfully request that our park be named Patrick Park, after our father Patrick Maguire. Our father was highly educated, holding two bachelor’s degrees, a master’s degree and PHD (all but dissertation) in Speech and Interpersonal Communication. He spent most of his early years after graduation as a college professor at several universities. Moving to Denton in 1982 from the northeast was a huge change for our family. My father saw a community that was full of opportunity. Soon after moving here he became fascinated with computers and started a small company named Words Made Perfect, which offered all types of services to the Denton residents and college students for years. Everything from custom built computers to custom built resumes, to training classes for companies starting to integrate computers into their offices. While running this company he became a part time professor at North Central Texas College (at the time it was Cook County Community College) which over the next couple of years transformed into a full time position. He spent over 20 years with NCTC as a primary speech professor in Denton and Corinth. It was always common to have students recognize him and say hi while he was out in the community. He passed away a in the summer of 2014 after enjoying a few years of retirement. We appreciate your consideration in naming this park Patrick Park, after a smart, funny, but also simple man who gave back to the Denton community as a business owner and educator. Sincerely, Rian Maguire Rian A. Maguire Principal CHC Development 916 Bryan Avenue, Suite 104 Fort Worth, TX 76104 817.288.3033 o 817.288.3035 d 817.881.0373 m Rian@CHCdev.com www.CHCdev.com 56 Evers Park Baseball Field 1 to “Austin Jackson Field” 57 58 Evers Park Baseball Field 2 to “Javy Guerra Field” 59 60 Industrial Street Park to “Wolff’s Park” 61 62 Wolff's Food Store was an integral part of the Denton Community from 1947 to 1997. The store was located at 109 Industrial St. Wolff’s Food Store was named after Robert Wolff who opened the store in 1947. The store then changed ownership from Robert to Walter Wolff in 1948 and then to Paul Wolff in 1951. In 1959, Grady Gandee bought the store from his father-in-law, Paul Wolff. Grady kept the store name of Wolff's Food Store to avoid any confusion. Many customers continued to call Mr. Gandee "Mr. Wolff" after he bought the store. Many in the community still remember Mr. Gandee's smile, laugh and witty humor. He was known as a bit of a jokester and loved to make people laugh. He was a huge part of the Denton community and helped many people by simply giving advice, food or a part-time job. Grady Gandee enjoyed being a part of the community and never asked for anything in return. He was extremely genuine and loved his neighbors. Wolff's Food Store was featured many times in the Denton Record Chronicle highlighting the long time success of the small grocery store in a time that big box stores were moving into Denton. Whether the stores success was due Mr. Gandee's unstoppable work ethic or his contribution to so many lives in Denton and surrounding towns. He had an infectious energy to anyone that knew him. The store centered on the Wolff and Gandee family but Wolff’s customers were considered Mr. Gandee’s extended family. This was shown in his unwillingness to let people give up on themselves. He was a model of what hard work and love for his community could produce. Mr. Gandee was never a “rich” man in terms of financial wealth but he was rich in family and friends. The community felt the absence when he unexpectedly passed away in February 1997. Although he is gone his love and laugh will never be forgotten. 63 Rayzor Ranch Property to “Rayzor Ranch Park” 64 CITY OF DENTON NAMING APPLICATION City Buildings, Facilities, Land, or Any Portion Thereof Please type or print clearly in ink: Date of Submittal Commemorative Naming (Check One): Individual Organization Individual or Organization Submitting Nomination: Recommended Name of City Building, Facility, Land, or Any Portion Thereof: Location of City Building, Facility, Land, or Any Portion Thereof: Address Cross Street Description of Location Explanation of why this name should be considered. Please include the individual’s biographical information and vitae or resume. Use additional sheets, if necessary: Point of Contact First Name Last Name Address City State Zip Phone Number Email Address Organization or Secondary contact Organization / First Name Last Name Address City State Zip Phone Number Email Address Signature of Nominator or Organization Representative: Date: Please return this form to the City Manager's Office. Please call for an appointment at (940) 349-8307, or **Download Adobe PDF Reader to utilize the digital signature** E-mail this form to City.Secretary@CityofDenton.com 65 “Bonnie Brae Trail” DocuSign Envelope ID: 046F153A-2423-4DD1-8B54-6A26861105BD 66 CITY OF DENTON NAMING APPLICATION City Buildings, Facilities, Land, or Any Portion Thereof Please type or print clearly in ink: Date of Submittal Commemorative Naming (Check One): Individual Organization Individual or Organization Submitting Nomination: Recommended Name of City Building, Facility, Land, or Any Portion Thereof: Location of City Building, Facility, Land, or Any Portion Thereof: Address Cross Street Description of Location Explanation of why this name should be considered. Please include the individual’s biographical information and vitae or resume. Use additional sheets, if necessary: Point of Contact First Name Last Name Address City State Zip Phone Number Email Address Organization or Secondary contact Organization / First Name Last Name Address City State Zip Phone Number Email Address Signature of Nominator or Organization Representative: Date: Please return this form to the City Manager's Office. Please call for an appointment at (940) 349-8307, or **Download Adobe PDF Reader to utilize the digital signature** E-mail this form to City.Secretary@CityofDenton.com 10/30/20 4 City of Denton, Parks and Recreation Department Bonnie Brae Trail Adjacent to Bonnie Brae Street Adjacent to Bonnie Brae Street Trail length along Bonnie Brae Street starts at North Lakes Park and ends at Fort Worth Drive. The naming of this trail is recognized by the prominent street name Bonnie Brae, and the street is adjacent to the trail, in which the public can identify the connection of the name. Gary Packan 215 E McKinney St Denton TX 76201 (940) 349-7460 Gary.Packan@cityofdenton.com DocuSign Envelope ID: 046F153A-2423-4DD1-8B54-6A26861105BD 10/30/2020 67 DocuSign Envelope ID: 046F153A-2423-4DD1-8B54-6A26861105BD 68 “Clear Creek Trail” DocuSign Envelope ID: 046F153A-2423-4DD1-8B54-6A26861105BD 69 CITY OF DENTON NAMING APPLICATION City Buildings, Facilities, Land, or Any Portion Thereof Please type or print clearly in ink: Date of Submittal Commemorative Naming (Check One): Individual Organization Individual or Organization Submitting Nomination: Recommended Name of City Building, Facility, Land, or Any Portion Thereof: Location of City Building, Facility, Land, or Any Portion Thereof: Address Cross Street Description of Location Explanation of why this name should be considered. Please include the individual’s biographical information and vitae or resume. Use additional sheets, if necessary: Point of Contact First Name Last Name Address City State Zip Phone Number Email Address Organization or Secondary contact Organization / First Name Last Name Address City State Zip Phone Number Email Address Signature of Nominator or Organization Representative: Date: Please return this form to the City Manager's Office. Please call for an appointment at (940) 349-8307, or **Download Adobe PDF Reader to utilize the digital signature** E-mail this form to City.Secretary@CityofDenton.com 10/30/20 4 City of Denton, Parks and Recreation Department Clear Creek Trail 3310 Collins Road Adjacent to Clear Creek Trail length along Clear Creek starting at Clear Creek Natural Heritage Center and ends North West beyond City limits. Approximate trail mileage is 5.61 miles. The naming of this trail is recognized by the prominent creek name Clear Creek, and the creek is adjacent to the trail, in which the public can identify the connection of the name. Gary Packan 215 E McKinney St Denton TX 76201 (940) 349-7460 Gary.Packan@cityofdenton.com DocuSign Envelope ID: 046F153A-2423-4DD1-8B54-6A26861105BD 10/30/2020 70 DocuSign Envelope ID: 046F153A-2423-4DD1-8B54-6A26861105BD 71 DocuSign Envelope ID: 046F153A-2423-4DD1-8B54-6A26861105BD 72 “Cooper Creek Trail” DocuSign Envelope ID: 046F153A-2423-4DD1-8B54-6A26861105BD 73 CITY OF DENTON NAMING APPLICATION City Buildings, Facilities, Land, or Any Portion Thereof Please type or print clearly in ink: Date of Submittal Commemorative Naming (Check One): Individual Organization Individual or Organization Submitting Nomination: Recommended Name of City Building, Facility, Land, or Any Portion Thereof: Location of City Building, Facility, Land, or Any Portion Thereof: Address Cross Street Description of Location Explanation of why this name should be considered. Please include the individual’s biographical information and vitae or resume. Use additional sheets, if necessary: Point of Contact First Name Last Name Address City State Zip Phone Number Email Address Organization or Secondary contact Organization / First Name Last Name Address City State Zip Phone Number Email Address Signature of Nominator or Organization Representative: Date: Please return this form to the City Manager's Office. Please call for an appointment at (940) 349-8307, or **Download Adobe PDF Reader to utilize the digital signature** E-mail this form to City.Secretary@CityofDenton.com 10/30/20 4 City of Denton, Parks and Recreation Department Cooper Creek Trail Adjacent to Cooper Creek Adjacent to Cooper Creek Trail length along Cooper Creek starting at Evers Parkway and ends at Lewisville Lake. Approximate trail mileage is 1.55 miles. The naming of this trail is recognized by the prominent creek name Cooper Creek, and the creek is adjacent to the trail, in which the public can identify the connection of the name. Gary Packan 215 E McKinney St Denton TX 76201 (940) 349-7460 Gary.Packan@cityofdenton.com DocuSign Envelope ID: 046F153A-2423-4DD1-8B54-6A26861105BD 10/30/2020 74 DocuSign Envelope ID: 046F153A-2423-4DD1-8B54-6A26861105BD 75 DocuSign Envelope ID: 046F153A-2423-4DD1-8B54-6A26861105BD 76 “Hickory Creek Trail” DocuSign Envelope ID: 046F153A-2423-4DD1-8B54-6A26861105BD 77 CITY OF DENTON NAMING APPLICATION City Buildings, Facilities, Land, or Any Portion Thereof Please type or print clearly in ink: Date of Submittal Commemorative Naming (Check One): Individual Organization Individual or Organization Submitting Nomination: Recommended Name of City Building, Facility, Land, or Any Portion Thereof: Location of City Building, Facility, Land, or Any Portion Thereof: Address Cross Street Description of Location Explanation of why this name should be considered. Please include the individual’s biographical information and vitae or resume. Use additional sheets, if necessary: Point of Contact First Name Last Name Address City State Zip Phone Number Email Address Organization or Secondary contact Organization / First Name Last Name Address City State Zip Phone Number Email Address Signature of Nominator or Organization Representative: Date: Please return this form to the City Manager's Office. Please call for an appointment at (940) 349-8307, or **Download Adobe PDF Reader to utilize the digital signature** E-mail this form to City.Secretary@CityofDenton.com 10/30/20 4 City of Denton, Parks and Recreation Department Hickory Creek Trail Adjacent to Hicory Creek Jim Christal Rd, I-35W, before Cooper Canyon Rd Trail length along Hickory Creek, Jim Christal Rd and Stanford Court, and before the Bryant Branch Trail connection point. The naming of this trail is recognized by the prominent creek name Hickory Creek, and the creek is adjacent to the trail, in which the public can identify the connection of the name. Gary Packan 215 E McKinney St Denton TX 76201 (940) 349-7460 Gary.Packan@cityofdenton.com DocuSign Envelope ID: 046F153A-2423-4DD1-8B54-6A26861105BD 10/30/2020 78 DocuSign Envelope ID: 046F153A-2423-4DD1-8B54-6A26861105BD 79 DocuSign Envelope ID: 046F153A-2423-4DD1-8B54-6A26861105BD 80 “Mayhill Trail” DocuSign Envelope ID: 046F153A-2423-4DD1-8B54-6A26861105BD 81 CITY OF DENTON NAMING APPLICATION City Buildings, Facilities, Land, or Any Portion Thereof Please type or print clearly in ink: Date of Submittal Commemorative Naming (Check One): Individual Organization Individual or Organization Submitting Nomination: Recommended Name of City Building, Facility, Land, or Any Portion Thereof: Location of City Building, Facility, Land, or Any Portion Thereof: Address Cross Street Description of Location Explanation of why this name should be considered. Please include the individual’s biographical information and vitae or resume. Use additional sheets, if necessary: Point of Contact First Name Last Name Address City State Zip Phone Number Email Address Organization or Secondary contact Organization / First Name Last Name Address City State Zip Phone Number Email Address Signature of Nominator or Organization Representative: Date: Please return this form to the City Manager's Office. Please call for an appointment at (940) 349-8307, or **Download Adobe PDF Reader to utilize the digital signature** E-mail this form to City.Secretary@CityofDenton.com 10/30/20 4 City of Denton, Parks and Recreation Department Mayhill Trail Adjacent to Mayhill Road University Dr. towards Colorado Blvd./S Mayhill Rd. Trail length along Mayhill Road start at University Drive and ends at Colorado Boulevard/S Mayhill Road. Approximate trail mileage is 3.87 miles. The naming of this trail is recognized by the prominent street name Mayhill Road, and the street is adjacent to the trail, in which the public can identify the connection of the name. Gary Packan 215 E McKinney St Denton TX 76201 (940) 349-7460 Gary.Packan@cityofdenton.com DocuSign Envelope ID: 046F153A-2423-4DD1-8B54-6A26861105BD 10/30/2020 82 DocuSign Envelope ID: 046F153A-2423-4DD1-8B54-6A26861105BD 83 DocuSign Envelope ID: 046F153A-2423-4DD1-8B54-6A26861105BD 84 Mills Property to “East Lake Park” DocuSign Envelope ID: 046F153A-2423-4DD1-8B54-6A26861105BD 85 CITY OF DENTON NAMING APPLICATION City Buildings, Facilities, Land, or Any Portion Thereof Please type or print clearly in ink: Date of Submittal Commemorative Naming (Check One): Individual Organization Individual or Organization Submitting Nomination: Recommended Name of City Building, Facility, Land, or Any Portion Thereof: Location of City Building, Facility, Land, or Any Portion Thereof: Address Cross Street Description of Location Explanation of why this name should be considered. Please include the individual’s biographical information and vitae or resume. Use additional sheets, if necessary: Point of Contact First Name Last Name Address City State Zip Phone Number Email Address Organization or Secondary contact Organization / First Name Last Name Address City State Zip Phone Number Email Address Signature of Nominator or Organization Representative: Date: Please return this form to the City Manager's Office. Please call for an appointment at (940) 349-8307, or **Download Adobe PDF Reader to utilize the digital signature** E-mail this form to City.Secretary@CityofDenton.com 10/30/20 4 City of Denton, Parks and Recreation Department East Lake Park 215 E McKinney St Susie Lane & Archer Road The property is on Mills Road, between two major intersections N Mahill Road and S Trinity Road. The closest cross street is Susie Lane and Archer Road. The City of Denton plans on naming City Parks with a lake theme. Currently, the City of Denton has a North Lakes and South Lakes Park. Having an East Lakes Park will fulfill a "lake park" theme in the eastern part of Denton. The thought process is to name all "city parks" by using a geographic location - lake or lakes and then park. Therefore EAST - LAKE - PARK. The parcel has (1) pond on the property. Gary Packan 215 E McKinney St Denton TX 76201 (940) 349-7460 Gary.Packan@cityofdenton.com DocuSign Envelope ID: 046F153A-2423-4DD1-8B54-6A26861105BD 10/30/2020 86 “Mingo Trail” DocuSign Envelope ID: 046F153A-2423-4DD1-8B54-6A26861105BD 87 CITY OF DENTON NAMING APPLICATION City Buildings, Facilities, Land, or Any Portion Thereof Please type or print clearly in ink: Date of Submittal Commemorative Naming (Check One): Individual Organization Individual or Organization Submitting Nomination: Recommended Name of City Building, Facility, Land, or Any Portion Thereof: Location of City Building, Facility, Land, or Any Portion Thereof: Address Cross Street Description of Location Explanation of why this name should be considered. Please include the individual’s biographical information and vitae or resume. Use additional sheets, if necessary: Point of Contact First Name Last Name Address City State Zip Phone Number Email Address Organization or Secondary contact Organization / First Name Last Name Address City State Zip Phone Number Email Address Signature of Nominator or Organization Representative: Date: Please return this form to the City Manager's Office. Please call for an appointment at (940) 349-8307, or **Download Adobe PDF Reader to utilize the digital signature** E-mail this form to City.Secretary@CityofDenton.com 10/30/20 4 City of Denton, Parks and Recreation Department Mingo Trail Adjacent to Mingo Road N Bell Ave towards 3310 Collins Road Trail length along Mingo Rd starting at N Bell Avenue and end at Clear Creek Natural Heritage Center (3310 Collins Road). Approximate trail mileage is 2.52 miles. The naming of this trail is recognized by the prominent street name Mingo Road, and the street is adjacent to the trail, in which the public can identify the connection of the name. Gary Packan 215 E McKinney St Denton TX 76201 (940) 349-7460 Gary.Packan@cityofdenton.com DocuSign Envelope ID: 046F153A-2423-4DD1-8B54-6A26861105BD 10/30/2020 88 DocuSign Envelope ID: 046F153A-2423-4DD1-8B54-6A26861105BD 89 “Pecan Creek Trail” DocuSign Envelope ID: 046F153A-2423-4DD1-8B54-6A26861105BD 90 CITY OF DENTON NAMING APPLICATION City Buildings, Facilities, Land, or Any Portion Thereof Please type or print clearly in ink: Date of Submittal Commemorative Naming (Check One): Individual Organization Individual or Organization Submitting Nomination: Recommended Name of City Building, Facility, Land, or Any Portion Thereof: Location of City Building, Facility, Land, or Any Portion Thereof: Address Cross Street Description of Location Explanation of why this name should be considered. Please include the individual’s biographical information and vitae or resume. Use additional sheets, if necessary: Point of Contact First Name Last Name Address City State Zip Phone Number Email Address Organization or Secondary contact Organization / First Name Last Name Address City State Zip Phone Number Email Address Signature of Nominator or Organization Representative: Date: Please return this form to the City Manager's Office. Please call for an appointment at (940) 349-8307, or **Download Adobe PDF Reader to utilize the digital signature** E-mail this form to City.Secretary@CityofDenton.com 10/30/20 4 City of Denton, Parks and Recreation Department Pecan Creek Trail Adjacent to Pecan Creek S Ruddell St. towards Lewisville Lake Trail length along Pecan Creek start at Carl Young Park (S Ruddell St.) and end at Lewisville Lake. Approximate trail mileage is 5.12 miles. The naming of this trail is recognized by the prominent creek name Pecan Creek, and the creek is adjacent to the trail, in which the public can identify the connection of the name. Gary Packan 215 E McKinney St Denton TX 76201 (940) 349-7460 Gary.Packan@cityofdenton.com DocuSign Envelope ID: 046F153A-2423-4DD1-8B54-6A26861105BD 10/30/2020 91 DocuSign Envelope ID: 046F153A-2423-4DD1-8B54-6A26861105BD 92 DocuSign Envelope ID: 046F153A-2423-4DD1-8B54-6A26861105BD 93 “University Trail” DocuSign Envelope ID: 046F153A-2423-4DD1-8B54-6A26861105BD 94 CITY OF DENTON NAMING APPLICATION City Buildings, Facilities, Land, or Any Portion Thereof Please type or print clearly in ink: Date of Submittal Commemorative Naming (Check One): Individual Organization Individual or Organization Submitting Nomination: Recommended Name of City Building, Facility, Land, or Any Portion Thereof: Location of City Building, Facility, Land, or Any Portion Thereof: Address Cross Street Description of Location Explanation of why this name should be considered. Please include the individual’s biographical information and vitae or resume. Use additional sheets, if necessary: Point of Contact First Name Last Name Address City State Zip Phone Number Email Address Organization or Secondary contact Organization / First Name Last Name Address City State Zip Phone Number Email Address Signature of Nominator or Organization Representative: Date: Please return this form to the City Manager's Office. Please call for an appointment at (940) 349-8307, or **Download Adobe PDF Reader to utilize the digital signature** E-mail this form to City.Secretary@CityofDenton.com 10/30/20 4 City of Denton, Parks and Recreation Department University Trail Adjacent to University Drive Along West of University Drive and Greenbelt Trail length along Univeristy Drive start at West of University Drive (beyond City limits) and end at Greenbelt. Approximate trail mileage is 2.39 miles. The naming of this trail is recognized by the prominent street name University Drave, and the street is adjacent to the trail, in which the public can identify the connection of the name. Gary Packan 215 E McKinney St Denton TX 76201 (940) 349-7460 Gary.Packan@cityofdenton.com DocuSign Envelope ID: 046F153A-2423-4DD1-8B54-6A26861105BD 10/30/2020 95 DocuSign Envelope ID: 046F153A-2423-4DD1-8B54-6A26861105BD 96 “Vintage Trail” DocuSign Envelope ID: 046F153A-2423-4DD1-8B54-6A26861105BD 97 CITY OF DENTON NAMING APPLICATION City Buildings, Facilities, Land, or Any Portion Thereof Please type or print clearly in ink: Date of Submittal Commemorative Naming (Check One): Individual Organization Individual or Organization Submitting Nomination: Recommended Name of City Building, Facility, Land, or Any Portion Thereof: Location of City Building, Facility, Land, or Any Portion Thereof: Address Cross Street Description of Location Explanation of why this name should be considered. Please include the individual’s biographical information and vitae or resume. Use additional sheets, if necessary: Point of Contact First Name Last Name Address City State Zip Phone Number Email Address Organization or Secondary contact Organization / First Name Last Name Address City State Zip Phone Number Email Address Signature of Nominator or Organization Representative: Date: Please return this form to the City Manager's Office. Please call for an appointment at (940) 349-8307, or **Download Adobe PDF Reader to utilize the digital signature** E-mail this form to City.Secretary@CityofDenton.com 10/30/20 4 City of Denton, Parks and Recreation Department Vintage Trail Adjacent to Vintage Blvd I-35W and Fort Worth Drive Trail length along Vintage Blvd start at I-35W and end at Fort Worth Drive. Approximate Trail Mileage is 1.62 miles. The naming of this trail is recognized by the prominent street name Vintage Blvd, and the street is adjacent to the trail, in which the public can identify the connection of the name. Gary Packan 215 E McKinney St Denton TX 76201 (940) 349-7460 Gary.Packan@cityofdenton.com DocuSign Envelope ID: 046F153A-2423-4DD1-8B54-6A26861105BD 10/30/2020 98 DocuSign Envelope ID: 046F153A-2423-4DD1-8B54-6A26861105BD 99 DocuSign Envelope ID: 046F153A-2423-4DD1-8B54-6A26861105BD 100 “Wildflower Trail” DocuSign Envelope ID: 046F153A-2423-4DD1-8B54-6A26861105BD 101 CITY OF DENTON NAMING APPLICATION City Buildings, Facilities, Land, or Any Portion Thereof Please type or print clearly in ink: Date of Submittal Commemorative Naming (Check One): Individual Organization Individual or Organization Submitting Nomination: Recommended Name of City Building, Facility, Land, or Any Portion Thereof: Location of City Building, Facility, Land, or Any Portion Thereof: Address Cross Street Description of Location Explanation of why this name should be considered. Please include the individual’s biographical information and vitae or resume. Use additional sheets, if necessary: Point of Contact First Name Last Name Address City State Zip Phone Number Email Address Organization or Secondary contact Organization / First Name Last Name Address City State Zip Phone Number Email Address Signature of Nominator or Organization Representative: Date: Please return this form to the City Manager's Office. Please call for an appointment at (940) 349-8307, or **Download Adobe PDF Reader to utilize the digital signature** E-mail this form to City.Secretary@CityofDenton.com 10//30/20 4 City of Denton, Parks and Recreation Department Wildflower Trail North Lakes Park, 808 W Windsor Dr Riney Road, N Elm St, and Windsor Dr. Trail is in North Lakes Park, adjacent to the Dog Park, Rc Airfield and parking lot, below Vela Soccer Complex, and between Windsor Dr. and N Elm Street. Wildflowers were planted near the Rc Airfield and the surrounding fields near the soft trail path. With the addition of the new dog park facility at North Lakes Park, wildflowers will be planted along the open space areas adjacent to the dog park (and Denton Dog Shelter) which the soft trails connect a pathway through the Dog Park. Naming the trail "Wildflower Trail" would be an opportunity for the City of Denton to educate park patrons on wildflowers. Gary Packan 215 E McKinney St Denton TX 76201 (940) 349-7460 Gary.Packan@cityofdenton.com DocuSign Envelope ID: 046F153A-2423-4DD1-8B54-6A26861105BD 10/30/2020 102 DocuSign Envelope ID: 046F153A-2423-4DD1-8B54-6A26861105BD 103 DocuSign Envelope ID: 046F153A-2423-4DD1-8B54-6A26861105BD 104 DocuSign Envelope ID: 046F153A-2423-4DD1-8B54-6A26861105BD 105 DocuSign Envelope ID: 046F153A-2423-4DD1-8B54-6A26861105BD 106 Certificate Of Completion Envelope Id: 046F153A24234DD18B546A26861105BD Status: Completed Subject: Please DocuSign: Naming Applications - Updated Source Envelope: Document Pages: 41 Signatures: 11 Envelope Originator: Certificate Pages: 4 Initials: 0 Heather Gray AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 Heather.Gray@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 10/30/2020 9:46:17 AM Holder: Heather Gray Heather.Gray@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Gary Packan gary.packan@cityofdenton.com Director of Parks and Recreation Parks and Recreation Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 10/30/2020 10:21:58 AM Viewed: 10/30/2020 1:52:26 PM Signed: 10/30/2020 1:53:19 PM Electronic Record and Signature Disclosure: Accepted: 10/29/2020 3:54:18 PM ID: c3a6cba3-039d-4938-b9b0-0406387930db 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 Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 10/30/2020 10:21:58 AM Certified Delivered Security Checked 10/30/2020 1:52:26 PM Signing Complete Security Checked 10/30/2020 1:53:19 PM Completed Security Checked 10/30/2020 1:53:19 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure 107 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Gary Packan 108 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.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetScape 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: •Allow per session cookies •Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. 109 Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. 110 April 6, 2021 Naming Applications Exhibit 5 1ID 20-23204/6/2021 111 Background ➢Naming Policy Guidelines and Application ➢Updated and City Council approved on October 20, 2020 (Exhibit 2). ➢Naming Applications from the community and the Parks and Recreation Department ➢Review Naming Policy procedures and options ➢Seeking City Council’s direction 2ID 20-23204/6/2021 112 3ID 20-23204/6/2021 113 City Council Direction Requested Points to Consider ➢Parks, Recreation and Beautification Board recommends public input ➢Final decision shall rest with City Council Options ➢1. City Council appoints 7 member ad hoc committee ➢Future City Council meeting (TBD), formal resolution for ad hoc committee ➢2. City Council decision (future meeting TBD) 4ID 20-23204/6/2021 114 Questions/Comments 5ID 20-23204/6/2021 115 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-207,Version:1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction on the certified agenda process for closed meetings. City of Denton Printed on 4/2/2021Page 1 of 1 powered by Legistar™116 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office ICM: Interim City Manager Sara Hensley DATE: April 6, 2021 SUBJECT Receive a report, hold a discussion, and give staff direction on the certified agenda process for closed meetings. BACKGROUND Chapter 2, Article II, Section 2-30 of the Code of Ordinances outlines the City Council Requests for Information or Work Sessions process (a/k/a 1-Minute Pitch). On November 15, 2020, Council Member Armintor submitted the following request: “I would like the city to audio record and archive as confidential ALL closed Council and board/committee meetings for posterity, to keep us honest, and in the event that current or future councilmembers, board or committee members, or city attorneys need to go back to them at some future point (at City Hall, as a confidential document not for home viewing) to confidentially jog our memory, to catch up with a missed closed session, or to answer a question. Recordings of closed meetings could have the added benefit of conceivably settling any potential question, dispute of fact, or possible misunderstanding about what was said in past closed meetings. When we meet on Zoom, we can confidentially archive video recordings too. Otherwise we can do strictly audio recordings.” On January 12, 2021, the request was submitted under Work Session Item ID 20-2094-1. The Certified Agenda Process used by the City Secretary’s Office was included as supporting documentation (See Exhibit 2). The results of the 1-minute pitch were to schedule a work session to provide discussion of the certified agenda process. This item accomplishes that direction. The presentation (Exhibit 3) encompasses the following: • Requirements for a Certified Agenda or Recording • Texas Government Code Provisions for Exceptions to the Open Meetings Act that Allow a Closed Meeting o Note: This listing includes only those most commonly used at the City as many others do not apply to a municipal government. • Presentation, Disclosure, Violations City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 117 RECOMMENDATION Staff has no recommendation. The item is presented for discussion and direction. FISCAL INFORMATION None. EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Certified Agenda Process – City Secretary’s Office Exhibit 3 – OAG Open Meetings Act Handbook – Certified Agendas Exhibit 4 – Presentation Respectfully submitted: Rosa Rios City Secretary 118 CITY SECRETARY’S OFFICE PROCESS CERTIFIED AGENDA CLOSED MEETING ITEMS Exception: Any issue discussed under TOMA Section 551.071, Consultation with Attorney has no certified agenda/recording as none is required by State law. 1. For any closed meeting item appearing on an agenda, a Certified Agenda Template is drafted. See sample below. If multiple closed meeting items are to be deliberated, separate templates are prepared. If any item under the noted sections below also includes Consultation with Attorney (551.071), an annotation in the summary includes that “Other issues discussed were under consultation with attorney and therefore not outlined. 119 City Secretary’s Office Certified Agenda Process Page 2 of 3 2. The City Secretary’s Office representative takes notes during the meeting and as soon as possible completes the form in its entirety which will also include a summary of discussion. 3. The Certified Agenda envelope is prepared. See below. Previously, the caption was an abbreviated version. If multiple closed meeting items are to be deliberated, separate envelopes are prepared. 4. The completed certified agenda is given to the Mayor for review/signature as soon as practicable. If more than one, the certified agenda/corresponding envelope are clipped together a. Changes to the summary of any certified agenda are made upon request of the Mayor. b. After signing, the Mayor places the certified agenda in the corresponding envelope, seals it and returns the envelope(s) to the City Secretary (or Deputy/Assistant). Note: Typically, the certified agenda is given to the Mayor to sign at the next meeting, unless staff happens to see him when he comes in to sign the meeting documents (ordinances/resolutions) later in the week. 5. The City Secretary (or Deputy/Assistant) initials the back of the envelope, stamps the city seal, and tapes the envelope. a. If the certified agenda was returned unsealed, the City Secretary (or Deputy/Assistant) seals it, etc. 6. The Certified Agenda Log is updated to reflect the addition of a certified agenda to the records in the City Secretary’s Office vault files. See sample below. 7. Annually or as soon as practicable, an Authorization for Records Disposal will be sent to the City Attorney, including the Log, for review/approval to purge any Certified Agenda that has met its retention period or request that any certified agenda(s) be retained due to existing litigation. 8. Once the Authorization for Records Disposal has been fully routed and approval obtained from the City Manager, City Auditor, City Attorney, and City Secretary, and Department Director records are purged via shredding. 120 City Secretary’s Office Certified Agenda Process Page 3 of 3 9. In the event any member of the City Council not present at a closed meeting asks to review a certified agenda, the “Log” is updated to reflect the date the member reviewed the certified agenda. a. The agenda may only be viewed in the presence of the City Secretary (Deputy/Assistant). b. The City Secretary (Deputy/Assistant) creates a new envelope, places the original/unchanged certified agenda in the new envelope, initials the back of the envelope, stamps the city seal, and tapes the envelope. i. An annotation is made on the envelope on who/when the certified agenda was viewed. 10. The certified agenda shall never be released unless requested by the City Attorney due to a court order. Proof will be required. 121 122 123 124 125 Certified Agendas for Closed Meetings (Executive Sessions) Rosa Rios City Secretary City Secretary’s Office 1 April 6, 2021 File ID 21-207 126 Background •November 15,2020 (Email)–Council Member Armintorsubmittedrequestfora1-minute pitch (process outlined inResolution19-2026) •“I would like the city to audio record and archive as confidential ALL closed Council andboard/committee meetings for posterity,to keep us honest,and in the event that currentorfuturecouncilmembers,board or committee members,or city attorneys need to go backtothematsomefuturepoint(at City Hall,as a confidential document not for homeviewing)to confidentially jog our memory,to catch up with a missed closed session,or toansweraquestion.Recordings of closed meetings could have the added benefit ofconceivablysettlinganypotentialquestion,dispute of fact,or possible misunderstandingaboutwhatwassaidinpastclosedmeetings.When we meet on Zoom,we canconfidentiallyarchivevideorecordingstoo.Otherwise we can do strictly audio recordings.” •January 12, 2021 (Work Session) –Request delivered (ID 20-2094-1) •City Council consensus for Work Session 2File ID 21-207 127 Certified Agenda or Recording Required (§551.103) •Certified Agenda a)Certification from the presiding officer the certified agenda is a true and correct record of the proceedings; b)Statement of the subject matter of each deliberation; c)Record of any further action taken; and d)Announcement by the presiding officer at the beginning/end of the meeting indicating the date/time. •Recording a)Announcements by the presiding officer at the beginning and the end of the meeting indicating the date and time. Note: It is a Class C misdemeanor for an individual to knowingly participate in any closed meeting where a certified agenda/recording is not being kept. (§551.145) 3File ID 21-207 NOTE: Required for all proceedings of each closed meeting, except for a private consultation permitted under Section 551.071 128 Texas Government Code Provisions (Exceptions that allow a Closed Meeting) •Section 551.071,Consultations with Attorney •Section 551.072, Deliberations about Real Property •Section 551.073, Deliberation Regarding Prospective Gifts •Section 551.074, Personnel Matters •Section 551.076, Deliberation Regarding Security Devices or Security Audits •Section 551.086, Certain Public Power Utilities: Competitive Matters •Section 551.087, Deliberation Regarding Economic Dev. Negotiations 4File ID 21-207 NOTE: Other sections not applicable to municipal government or never used by the City are not included. 129 Preservation; Disclosure (§551.104) •Retain certified agenda or recording at least two years after the date of the meeting. •If an action involving the meeting is brought within that period, the governmental body shall preserve the certified agenda or recording while the action is pending. •In litigation in a district court involving an alleged violation of this chapter, the court: •is entitled to make an in camera inspection of the certified agenda or recording; •may admit all or part of the certified agenda or recording as evidence, on entry of a final judgment; and •*may grant legal or equitable relief it considers appropriate, including an order that the governmental body make available to the public the certified agenda or recording of any part of a meeting that was required to be open under this chapter. •*The certified agenda or recording of a closed meeting is available for public inspection and copying only under a court order issued under such determination, otherwise a Class B Misdemeanor. 5File ID 21-207 130 Questions? 6File ID 21-207 131 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-550,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 department: 1.Public Works: Fleet City of Denton Printed on 4/2/2021Page 1 of 1 powered by Legistar™132 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office ICM: Sara Hensley DATE: April 6, 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 department: 1. Public Works: Fleet 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 ofresponsibilities?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 ofresponsibilities? 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 133 EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Presentation(s) Respectfully submitted: Sara Hensley Interim City Manager 134 2021 Winter Event Fleet Services Response April 6, 2021 Terry Kader Fleet Superintendent File ID 21-550 135 Fleet Department Preparations Ensured fuel availability –SOP Added anti-gel treatment for bulk diesel storage tanks Emergency generator ready to run essential Fleet circuits Issued equipment winterization memo to all departments Requested NAPA increase stock on essentials Tire chains Deicer Diesel fuel treatment Assigned on-call techs and distributed contact info File ID 21-550 136 Successes Fuel quality and supply were non-issues Provided fuel to City of Corinth as needed 85% of essential employees were available daily Continued current work and shift schedules Responded to service requests 24-7 Exceptional cooperation between departments Willingness to locate and share equipment as needed Parks, Water Production, Waste Water, Facilities File ID 21-550 137 Negative Impacts Broken pipe flooded parts room, offices, breakroom Some truck & generator engines experienced fuel gelling Preventable –not winterized per directive Requests for delivery of fuel to emergency generators outpaced available equipment and drivers Fire apparatus water systems sustained freeze damage Non-preventable -extended exposure at emergency scenes File ID 21-550 138 Areas for Improvement Scheduled winterization of snow/ice equipment Add to preventative maintenance schedules Communication Heads-up on perceived needs from departments Ensure winterization directives are completed Develop SOP for services Ability to transport fuel to emergency generators Purchase small fuel truck or tanker trailer File ID 21-550 139 Winter Equipment Replacement Cost (6) Sand Spreaders for dump trucks $15,000 each (4) Sand Spreaders for pickup trucks $8,500 each (1) Sand Spreader -towable $14,000 (1) Snow Sweeper (Airport) $80,000 (6) Snow Plows for skid steer, light truck and dump truck $5,000 -$20,000 each depending on size File ID 21-550 140 Illustrations File ID 21-550 141 Questions or Comments File ID 21-550 142 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-189,Version:1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction on pending City Council requests for: (1) Research and Informal Staff Report on Limits for Campaign Spending and Fundraising for City Election Campaigns in Texas City of Denton Printed on 4/2/2021Page 1 of 1 powered by Legistar™143 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office ICM: Sara Hensley DATE: April 6, 2021 SUBJECT Receive a report, hold a discussion, and give staff direction on pending City Council requests for: (1) Research and Informal Staff Report on Limits for Campaign Spending and Fundraising for City Election Campaigns in Texas 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. Research and Informal Staff Report on Limits for Campaign Spending and Fundraising for City Election Campaigns in Texas a. Requestor: Council Member Armintor b. Council Member Request: “I'd like a staff report on what Texas cities can do to put caps on campaign spending and fundraising for city election campaigns, including a list of which Texas cities have caps and what their caps are. The dollar amount fundraised and spent in local elections has been increasing exponentially in recent years, and this has become a matter of public interest and concern. At the very least, Council and the public should know more about what other Texas cities have done in this area and what our options are so that we can decide whether or not we want to enact campaign financing caps for Denton city elections as well.” c. Staff Information: Staff estimates that it would take approximately 8-10 hours to produce an informal staff report to research other Texas cities and to adequately research (including statutes, City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 144 caselaw, and Attorney General Opinions) regarding the question of whether Denton can legislate restrictions on campaign spending and fundraising. d. Date requested: February 5, 2021 e. Format for response: Informal Staff Report EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Ordinance No. 19-2026 Exhibit 3 – Presentation Respectfully Submitted: Stuart Birdseye Assistant to the City Manager 145 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. 146 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. 147 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' 148 City Council Pending Requests for Information City Council Meeting April 6, 2021 149 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: 21-189 April 6, 2021 2 150 Item 1Research and Informal Staff Report on Limits for Campaign Spending and Fundraising for City Election Campaigns in Texas Requestor: Council Member Armintor •Council Member Request: I'd like a staff report on what Texas cities can do to put caps on campaign spending and fundraising for city election campaigns, including a list of which Texas cities have caps and what their caps are. The dollar amount fundraised and spent in local elections has been increasing exponentially in recent years, and this has become a matter of public interest and concern. At the very least, Council and the public should know more about what other Texas cities have done in this area and what our options are so that we can decide whether or not we want to enact campaign financing caps for Denton city elections as well. •Staff Information: Staff estimates that it would take approximately 8-10 hours to produce an informal staff report to research other Texas cities and to adequately research (including statutes, caselaw, and Attorney General Opinions) regarding the question of whether Denton can legislate restrictions on campaign spending and fundraising. •Requested Format for Response: Informal Staff Report 3Legistar ID: 21-189 April 6, 2021 151 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-685,Version:1 AGENDA CAPTION Consultation with Attorneys - Under Texas Government Code, Section 551.071. Consultation with the City’s attorneys regarding legal issues,legal status,legal analysis,and legal strategy associated with potential litigation related to the delivery of power and wholesale energy supply as each relates to the DME electric power and gas portfolio and to the February winter storm,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 4/2/2021Page 1 of 1 powered by Legistar™152 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-608,Version:1 AGENDA CAPTION Consider approval of the minutes of March 16, March 23, 2021 (Joint Meeting with Public Utilities Board), and March 23, 2021. City of Denton Printed on 4/2/2021Page 1 of 1 powered by Legistar™153 CITY OF DENTON CITY COUNCIL MINUTES March 16, 2021 After determining that a quorum was present, the City Council of the City of Denton, Texas convened in a Work Session on Tuesday, March 16, 2021, at 2:00 p.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas. PRESENT: Mayor Gerard Hudspeth, Mayor Pro Tem Jesse Davis and Council Members Birdia Johnson, Connie Baker, John Ryan, Deb Armintor, and Paul Meltzer ABSENT: None Also present were Interim City Manager Sara Hensley and City Attorney Aaron Leal. Council Member Armintor arrived at 2:02 p.m. Note: Mayor Gerard Hudspeth, Mayor Pro Tem Jesse Davis and Council Members Birdia Johnson, Connie Baker, John Ryan, Deb Armintor, and Paul Meltzer participated in the work session, closed meeting, and regular meeting via video/teleconference under the provisions allowed by the Texas Government Code Section 551.127. The posted agenda noted the registration process for public participation at this virtual meeting. While citizen commentary received via the online registration process was not read, each member of the City Council received each registration as it was submitted. WORK SESSION 1. Citizen Comments on Consent Agenda Items None 2. Requests for clarification of agenda items listed on this agenda. • Clarification was requested on the following items: None • The following item(s) was/were pulled for Individual Consideration: o Council Member Armintor: Items 3.B (21-338) and 3.V (21-496) NOTE: Later in the meeting, Council Member Armintor’s request to pull items was accepted. 3. Work Session Reports A. ID 21-228 Receive a report, hold a discussion, and give staff direction regarding an audit follow-up of accounts payable. 154 City of Denton City Council Minutes March 16, 2021 Page 2 The item was presented and discussion followed. Following discussion, there was no direction provided as the item was for presentation/discussion purposes. B. ID 21-339 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. Facilities - PRESENTED 2. Police /Fire/Emergency Management - PRESENTED 3. Public Works: Streets, Drainage, Traffic - PRESENTED 4. Public Works: Fleet - NOT PRESENTED; RESCHEDULED TO APRIL 6, 2021 5. Human Resources/Risk Management - PRESENTED The item was presented for the departments as noted above and discussion followed. Following discussion, there was no direction provided as the item was for presentation/discussion purposes. The work session was recessed for a short break at 4:01 p.m. and reconvened at 4:18 p.m. C. ID 21-136 Receive a report, hold a discussion, and give staff direction regarding the Development Code Review Committee’s role and responsibilities. The item was presented and discussion followed. Following discussion, City Council consensus was to continue as proposed to make the Denton Development Code Review Committee a standing City Council Committee, meet as needed, and have voting rights. A formal action item to follow at a later date formalizing the process. D. ID 21-514 Receive a report, hold a discussion, and give staff direction regarding an update to the City of Denton’s COVID-19 response, the Local Disaster Declaration, and the Eleventh Order of Council of the City of Denton issued December 17, 2020 approved by Ordinance 20-2467. The item related to Individual Consideration Item 4.AD (ID 21-432) scheduled for consideration at the Regular Meeting to follow later in the evening. The item was presented and discussion followed. Following discussion, there was no direction provided as the item was for presentation/discussion purposes. 155 City of Denton City Council Minutes March 16, 2021 Page 3 E. ID 20-2387 Receive a report, hold a discussion, and give staff direction on pending City Council requests for information for: 1) Changing all forms of "he or she," "him or her," "his or hers" in city policy to the grammatically appropriate form of they/them/theirs in any city documents, written policies, and laws that can be changed without a Charter change. NOT PRESENTED 2) Have a discussion regarding the one-minute pitch process. PRESENTED The item was presented and discussion followed. Results were as follows: • Item 20-2387 (1) Changing all forms of "he or she," "him or her," "his or hers" in city policy to the grammatically appropriate form of they/them/theirs in any city documents, written policies, and laws that can be changed without a Charter change. o NOT PRESENTED; PULLED FROM PRESENTATION BY COUNCIL MEMBER ARMINTOR • Item 20-2387(2) Have a discussion regarding the one-minute pitch process. o No consensus for a work session. The work session was recessed at 5:29 p.m. to continue with the Closed Meeting. CLOSED MEETING 1. The City Council convened into a Closed Meeting at 5:29 p.m. consistent with Chapter 551 of the Texas Government Code, as amended, or as otherwise allowed by law, as follows. A. ID 21-543 Consultation with Attorneys - Under Texas Government Code Section 551.071 Consult with the City’s attorneys and provide direction pertaining to the legal status, legal analysis, legal strategy, and potential resolution of litigation in Cause No. 21-1421-16, styled "City of Denton, Texas v. Electric Reliability Council of Texas (ERCOT)," pending in the 16th Judicial District Court, Denton County, Texas, including release of confidential information related to same; where discussion of these legal matters in an open meeting would conflict with the duty of the City’s attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or otherwise compromise the City’s legal position in pending litigation. DELIBERATED The closed meeting started at 5:45 p.m. and ended at 6:26 p.m. No votes or actions were taken during the closed meeting. 156 City of Denton City Council Minutes March 16, 2021 Page 4 WORK SESSION - CONTINUED The work session reconvened at 6:29 p.m. Mayor Hudspeth granted Council Member Armintor’s request to pull Consent Items 3.B (21-338) and 3.V (21-496) for Individual Consideration. The work session ended at 6:32 p.m. REGULAR MEETING After determining that a quorum was present, the City Council of the City of Denton, Texas convened in a Regular Meeting on Tuesday, March 16, 2021, at 6:37 p.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas. PRESENT: Mayor Gerard Hudspeth, Mayor Pro Tem Jesse Davis and Council Members Birdia Johnson, Connie Baker, John Ryan, Deb Armintor, and Paul Meltzer ABSENT: None Council Member Ryan arrived at 6:49 p.m. Also present were Interim City Manager Sara Hensley and City Attorney Aaron Leal. Note: Mayor Gerard Hudspeth, Mayor Pro Tem Jesse Davis and Council Members Birdia Johnson, Connie Baker, John Ryan, Deb Armintor, and Paul Meltzer participated in the work session, closed meeting and regular meeting via video/teleconference under the provisions allowed by the Texas Government Code Section 551.127 The posted agenda noted the registration process for public participation at this virtual meeting. While citizen commentary received via the online registration process is not read, each member of the City Council received each registration as it was submitted. 1. PLEDGE OF ALLEGIANCE A. U.S. Flag and B. Texas Flag 2. PRESENTATION FROM MEMBERS OF THE PUBLIC A. Reports from members of the public 1) Receive Scheduled Citizen Reports from Members of the Public None 2) Additional Citizen Reports (Open Microphone) None 157 City of Denton City Council Minutes March 16, 2021 Page 5 3. CONSENT AGENDA The Consent Agenda consisted of Items 3.A-W. During the Work Session held earlier in the day, Items 3.B (20-338) and 3.V (21-496) were pulled for Individual Consideration by Council Member Armintor. Mayor Pro Tem Davis moved to adopt the Consent Agenda, now consisting of Items 3.A, 3.C-U, and 3.W. Motion seconded by Council Member Armintor. Motion carried. AYES (6): Mayor Hudspeth, Mayor Pro Tem Davis and Council Members Johnson, Baker, Armintor, and Meltzer NAYS (0): None ABSENT WHEN VOTE TAKEN (1): Council Member Ryan A. ID 21-336 Consider approval of the minutes of February 23, March 1, and March 2, 2021. APPROVED C. ID 21-368 Consider adoption of an ordinance of the City of Denton authorizing a service agreement between the City of Denton and Denton County Friends of the Family, Inc.; authorizing the City Manager or designee to execute said agreement; providing for the expenditure of council contingency funds in an amount not to exceed twelve hundred and fifty dollars ($1,250.00); and providing for an effective date. ASSIGNED ORDINANCE NO. 21-368 D. ID 21-369 Consider adoption of an ordinance of the City of Denton authorizing a service agreement between the City of Denton and Denton Music and Arts Collaborative; authorizing the City Manager or designee to execute said agreement; providing for the expenditure of council contingency funds in an amount not to exceed four hundred dollars ($400.00); and providing an effective date. ASSIGNED ORDINANCE NO. 21-369 E. ID 21-370 Consider adoption of an ordinance of the City of Denton authorizing a service agreement between the City of Denton and Giving Hope, Inc.; authorizing the City Manager or designee to execute said agreement; providing for the expenditure of council contingency funds in an amount not to exceed four hundred dollars ($400.00); and providing an effective date. ASSIGNED ORDINANCE NO. 21-370 F. ID 21-371 Consider adoption of an ordinance of the City of Denton authorizing a service agreement between the City of Denton and Grace Like Rain; authorizing the City Manager or designee to execute said agreement; providing for the expenditure of council contingency funds in an amount not to exceed four hundred dollars ($400.00); and providing for an effective date. ASSIGNED ORDINANCE NO. 21-371 158 City of Denton City Council Minutes March 16, 2021 Page 6 G. ID 21-329 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 contract with Bibliotheca, LLC, for the purchase of Radio Frequency Identification Hardware and Software including: self-check kiosks with unlockers, automated return systems, staff equipment, and security gates at all Denton Public Library facilities; providing for the expenditure of funds therefor; and providing an effective date (RFP 7450 - awarded to Bibliotheca, LLC, for five (5) years, with the option for two (2) additional one (1) year extensions, in the total seven (7) year not-to-exceed amount of $330,939.00). ASSIGNED ORDINANCE NO. 21-329 H. ID 21-410 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager, or her designee, to execute a Professional Services Agreement with Schrickel, Rollins and Associates, Inc., for a design engineering report, final design, bid phase services, and construction administration services for the replacement of Lakeview Ranch Wastewater Interceptor, as set forth in the contract; providing for the expenditure of funds therefor; and providing an effective date (RFQ 6590-098 - Professional Services Agreement for design services awarded to Schrickel, Rollins and Associates, Inc., in the not-to-exceed amount of $241,800.00). The Public Utilities Board recommends approval (6 - 0). ASSIGNED ORDINANCE NO. 21-410 I. ID 21-411 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager, or her designee, to execute a Professional Services Agreement with Schrickel, Rollins and Associates, Inc., for a design engineering report, final design, bid phase services, and construction administration services for the Robson Ranch Wastewater Treatment Plant Lift Station Conversion, as set forth in the contract; providing for the expenditure of funds therefor; and providing an effective date (RFQ 6590-099 - Professional Services Agreement for engineering services awarded to Schrickel, Rollins and Associates, Inc., in the not-to-exceed amount of $240,500.00). The Public Utilities Board recommends approval (4 - 0). ASSIGNED ORDINANCE NO. 21-411 J. ID 21-412 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 contract with Brandon & Clark, Inc., for the repair of electric motors at the Water Production and Water Reclamation facilities; providing for the expenditure of funds therefor; and providing an effective date (RFP 7482 - awarded to Brandon & Clark, Inc., for three (3) years, with the option for two (2) additional one (1) year extensions, in the total five (5) year not-to-exceed amount of $300,000.00). The Public Utilities Board recommends approval (6 - 0). ASSIGNED ORDINANCE NO. 21-412 159 City of Denton City Council Minutes March 16, 2021 Page 7 K. ID 21-413 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 contract with Global Pump Solutions, LLC, for the repair and rebuild of pumps at the Water Production and Water Reclamation facilities; providing for the expenditure of funds therefor; and providing an effective date (RFP 7482 - awarded to Global Pump Solutions, LLC, for three (3) years, with the option for two (2) additional one (1) year extensions, in the total five (5) year not-to-exceed amount of $1,000,000.00). The Public Utilities Board recommends approval (6 - 0). ASSIGNED ORDINANCE NO. 21-413 L. ID 21-416 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager, or her designee, to execute a Professional Services Agreement with Kimley-Horn and Associates, Inc., for professional engineering services in support of the Denton Square Pedestrian All-Way Crosswalk Improvements Design, as set forth in the contract; providing for the expenditure of funds therefor; and providing an effective date (RFQ 6590-101 - Professional Services Agreement for engineering services awarded to Kimley-Horn and Associates, Inc., in the not-to-exceed amount of $95,000.00). ASSIGNED ORDINANCE NO. 21-416 M. ID 21-417 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 professional engineering services in support of the State reimbursable Safe Routes to Schools (SRTS) projects; Ginnings and Alexander Elementary Schools Sidewalk Improvements projects, as set forth in the contract; providing for the expenditure of funds therefor; and providing an effective date (RFQ 6590-102 - Professional Services Agreement for engineering services awarded to Kimley-Horn and Associates, Inc., in the not-to-exceed amount of $215,000.00). ASSIGNED ORDINANCE NO. 21-417 N. ID 21-418 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 professional engineering services in support of the State Reimbursable Advanced Funding Agreement; North Texas Boulevard Improvements Project, as set forth in the contract; providing for the expenditure of funds therefor; and providing an effective date (RFQ 6590-103 - Professional Services Agreement for engineering services awarded to Kimley-Horn and Associates, Inc. in the not-to-exceed amount of $338,900.00). ASSIGNED ORDINANCE NO. 21-418 O. ID 21-419 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 professional engineering services in support of the State reimbursable Transportation Alternatives Set-Aside (TASA) Program project; Sycamore - Welch Active Transportation Connection Bike 160 City of Denton City Council Minutes March 16, 2021 Page 8 Lanes and Shared - Use Path Facilities project, as set forth in the contract; providing for the expenditure of funds therefor; and providing an effective date (RFQ 6590-104 - Professional Services Agreement for engineering services awarded to Kimley-Horn and Associates, Inc., in the not-to-exceed amount of $250,000.00). ASSIGNED ORDINANCE NO. 21-419 P. ID 21-420 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 professional engineering services in support of the State reimbursable Safe Routes to School (SRTS) projects; Wilson and Pecan Creek Elementary Schools Sidewalk Improvements projects, as set forth in the contract; providing for the expenditure of funds therefor; and providing an effective date (RFQ 6590-105 - Professional Services Agreement for engineering services awarded to Kimley-Horn and Associates, Inc., in the not-to-exceed amount of $150,000.00). ASSIGNED ORDINANCE NO. 21-420 Q. ID 21-422 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 contract with Texas Fire & Sound, Inc., through the Buy Board Cooperative Purchasing Network Contract # 574-18, for the repair, installation, inspection, and maintenance of fire suppression systems, fire extinguishers, fire, and security alarm monitoring throughout City Buildings; providing for the expenditure of funds therefor; and providing an effective date (File 7598 - awarded to Texas Fire & Sound, Inc., for one (1) year, with the option for four (4) additional one (1) year extensions, in the total five (5) year not-to-exceed amount of $850,000.00). ASSIGNED ORDINANCE NO. 21-422 R. ID 21-423 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager, or her designee, to execute a contract with Baker and Taylor, LLC, as agent for Bridgeall Libraries Limited, for library collection analysis software package, CollectionHQ and ESP, which is the sole provider of this software, in accordance with Texas Local Government Code 252.022, which provides that procurement of commodities and services that are available from one source are exempt from competitive bidding, and if over $50,000 shall be awarded by the governing body; and providing an effective date (File 7478 - awarded to Baker and Taylor, LLC, as agent for Bridgeall Libraries Limited, in the five (5) year not-to-exceed amount of $92,000.00). ASSIGNED ORDINANCE NO. 21-423 S. ID 21-426 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the approval of a first amendment to a contract between the City of Denton and Texas Series of Lockton Companies, LLC, amending the contract approved by City Council on August 4, 2020, in the not-to-exceed amount of $480,000.00; said first amendment for the cost of additional broker services; providing for the expenditure of funds therefor; and providing an effective date (File 7365 - providing for an 161 City of Denton City Council Minutes March 16, 2021 Page 9 additional first amendment expenditure amount not-to-exceed $75,000.00, with the total contract amount not-to-exceed $555,000.00). ASSIGNED ORDINANCE NO. 21-426 T. ID 21-427 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, for approval of a pre-qualified real estate list of firms who have quantified their knowledge, experience, and credentials in acquiring property interests and relocation services for a public agency following Federal and State guidelines, who will be utilized for acquiring real property interests relating to capital projects and on city-wide department driven incentives within the City of Denton; and providing an effective date (RFQ 7480 - for a three (3) year term). ASSIGNED ORDINANCE NO. 21-427 U. ID 21-202 Consider adoption of an ordinance of the City of Denton authorizing the Interim City Manager to execute a Wastewater Main Cost Participation Agreement with Sagebrook Denton LP, ("Sagebrook") for the City’s participation in the oversizing of wastewater mains in accordance with the terms and conditions of this ordinance; authorizing the expenditure of funds therefore; and providing an effective date. (In the not-to-exceed amount of $216,000.00). ASSIGNED ORDINANCE NO. 21-202 W. ID 21-509 Consider approval of a resolution of the City of Denton providing the March 8, 2021 meeting absence by Parks, Recreation, and Beautification Board member Alana Presley Taylor be excused; and declaring an effective date. ASSIGNED RESOLUTION NO. 21-509 ITEMS PULLED FOR INDIVIDUAL CONSIDERATION B. ID 21-338 Consider adoption of an ordinance approving a Preliminary Engineering Services Agreement by and between the City of Denton and the Kansas City Southern Railroad Company ("KCSRR") relating to the widening of South Bonnie Brae Street within the railroad right-of-way located at KCSRR Mile Post 103.24, within the County and City of Denton, Texas; providing for the expenditure of funds (the estimate is $10,000.00 for Preliminary Engineering; the City will receive a final invoice upon completion of the work); and providing an effective date. ASSIGNED ORDINANCE NO. 21-338 Pulled for Individual Consideration by Council Member Armintor. There were no online registrations or call-ins on the item. The item was not presented and no discussion followed. 162 City of Denton City Council Minutes March 16, 2021 Page 10 Mayor Pro Tem Davis moved to adopt the item as presented. Motion seconded by Council Member Meltzer. Motion carried. AYES (5): Mayor Hudspeth, Mayor Pro Tem Davis and Council Members Johnson, Baker, and Meltzer NAYS (1): Council Member Armintor ABSENT WHEN VOTE TAKEN (1): Council Member Ryan V. ID 21-496 Consider adoption of an ordinance authorizing expenditure of an additional $100,000.00 in previously budgeted funds for outside counsel and other trial expenses in the litigation styled "City of Denton v. Robert P. Donnelly," pending in the Probate Court of Denton County, Texas; and providing an effective date. ASSIGNED ORDINANCE NO. 21-496 Pulled for Individual Consideration by Council Member Armintor. There were no online registrations or call-ins on the item. The item was not presented and no discussion followed. Mayor Pro Tem Davis moved to adopt the item as presented. Motion seconded by Council Member Johnson. Motion carried. AYES (5): Mayor Hudspeth, Mayor Pro Tem Davis and Council Members Johnson, Baker, and Meltzer NAYS (1): Council Member Armintor ABSENT WHEN VOTE TAKEN (1): Council Member Ryan 4. ITEMS FOR INDIVIDUAL CONSIDERATION A. ID 21-432 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, extending the effective period of the declared state of local disaster to June 30, 2021; superseding and replacing the Eleventh Order of Council of the City of Denton issued December 17, 2020 approved by Ordinance No. 20-2467; confirming the expenditure of funds and authorizing the expenditure of additional funds; providing a repealer clause; and providing an effective date. ASSIGNED ORDINANCE NO. 21-432 The item related to Item 3.D (ID 21-514) deliberated during the Work Session held earlier in the day. There were no online registrations or call-ins on the item. The item was not presented and discussion followed. 163 City of Denton City Council Minutes March 16, 2021 Page 11 Following discussion Mayor Pro Tem Davis moved to adopt the item as presented. Motion seconded by Mayor Hudspeth. Motion carried. AYES (6): Mayor Hudspeth, Mayor Pro Tem Davis and Council Members Johnson, Baker, Armintor, and Meltzer NAYS (0): None ABSENT WHEN VOTE TAKEN (1): Council Member Ryan Council Member Ryan arrived at 6:49 p.m. B. ID 21-274 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, amending the FY 2020-21 Annual Audit Plan; and providing an effective date. ASSIGNED ORDINANCE NO. 21-274 There were no online registrations or call-ins on the item. The item was presented and no discussion followed. Council Member Meltzer moved to adopt the item as recommended by the Audit/Finance Committee. Motion seconded by Council Member Armintor. Motion carried. AYES (7): Mayor Hudspeth, Mayor Pro Tem Davis and Council Members Johnson, Baker, Ryan, Armintor, and Meltzer NAYS (0): None C. ID 21-415 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 Freese and Nichols, Inc., for engineering-related on-call professional services, as set forth in the contract; providing for the expenditure of funds therefor; and providing an effective date (RFQ 6590-100 - Professional Services Agreement for engineering on-call services awarded to Freese and Nichols, Inc., in the three (3) year not-to-exceed amount of $3,031,783.00). The Public Utilities Board recommends approval (6 - 0). ASSIGNED ORDINANCE NO. 21-415 There were no online registrations or call-ins on the item. The item was presented and no discussion followed. Mayor Pro Tem Davis moved to adopt the item as presented. Motion seconded by Council Member Baker. Motion carried. AYES (7): Mayor Hudspeth, Mayor Pro Tem Davis and Council Members Johnson, Baker, Ryan, Armintor, and Meltzer NAYS (0): None 164 City of Denton City Council Minutes March 16, 2021 Page 12 D. ID 21-424 Consider approval of a resolution of the City Council of the City of Denton approving Civil Service Commissioner Lilyan Prado Carrillo’s request for a leave of absence; and providing an effective date. ASSIGNED RESOLUTION NO. 21-424 There were no online registrations or call-ins on the item. The item was not presented and no discussion followed. Council Member Armintor moved to adopt the item as presented. Motion seconded by Mayor Pro Tem Davis. Motion carried. AYES (7): Mayor Hudspeth, Mayor Pro Tem Davis and Council Members Johnson, Baker, Ryan, Armintor, and Meltzer NAYS (0): None E. ID 21-425 Consider approval of a resolution of the City Council of the City of Denton confirming the Interim City Manager’s appointment of Jaime Blanton to the Civil Service Commission to serve for the remainder of Civil Service Commissioner Lilyan Prado Carrillo’s term, which expires on August 31, 2021; and providing an effective date. ASSIGNED RESOLUTION NO. 21-425 There were no online registrations or call-ins on the item. The item was not presented and no discussion followed. Mayor Pro Tem Davis moved to adopt the item as presented. Motion seconded by Council Member Johnson. Motion carried. AYES (7): Mayor Hudspeth, Mayor Pro Tem Davis and Council Members Johnson, Baker, Ryan, Armintor, and Meltzer NAYS (0): None F. AESA20-0006e Consider adoption of an ordinance of the City of Denton, Texas approving an Alternative Environmentally Sensitive Area Plan for a site generally located on the south side of the I-35 East Service Road, approximately 672 feet west of Sam Bass Boulevard, in the City of Denton, Denton County, Texas; adopting an amendment to the city’s official Environmentally Sensitive Areas map; authorizing the acceptance and execution of a conservation easement from Acme Brick Company; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing a severability clause and an effective date. STAFF HAS POSTPONED THIS ITEM TO A FUTURE DATE TO CONTINUE TO FINALIZE SITE PLAN DETAILS. (AESA20-0006, Urban Logistics 35, Christi Upton) POSTPONED TO AN EVENT CERTAIN - FINALIZATION OF SITE PLAN DETAILS 165 City of Denton City Council Minutes March 16, 2021 Page 13 There were no online registrations or call-ins on the item. The item was not presented at Staff's request and no discussion followed. Mayor Pro Tem Davis moved to postpone the item to an event certain, being until the site plan was finalized. Motion seconded by Council Member Johnson. Motion carried AYES (7): Mayor Hudspeth, Mayor Pro Tem Davis and Council Members Johnson, Baker, Ryan, Armintor, and Meltzer NAYS (0): None G. ID 21-428 Consider nominations/appointments to the City’s Boards, Commissions, and Committees: Board of Ethics, Committee on Persons with Disabilities, Health & Building Standards Commission, and Public Utilities Board. APPROVED There were no online registrations or call-ins on the item. The item was not presented and no discussion followed. Council Member Armintor moved to appoint the nominees as noted in Exhibit A. Motion seconded by Council Member Ryan. Motion carried. AYES (7): Mayor Hudspeth, Mayor Pro Tem Davis and Council Members Johnson, Baker, Ryan, Armintor, and Meltzer NAYS (0): None 5. PUBLIC HEARINGS A. ID 21-242a Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas amending the provisions of Chapter 26 - Utilities, Article V - Indirect discharge into sanitary wastewater system of the City’s Code of Ordinances; providing for a severability clause; providing for a savings clause; providing a penalty; providing for codification; and providing for publication and an effective date. Public Utilities Board recommends 5-0. ASSIGNED ORDINANCE NO. 21-242a There were no registrations or call ins on the item. The item was presented and discussion followed. The public hearing was opened and with no callers in the queue, the public hearing was closed. 166 City of Denton City Council Minutes March 16, 2021 Page 14 Following discussion, Mayor Pro Tem Davis moved to adopt the item as presented. Motion seconded by Council Member Baker. Motion carried. AYES (7): Mayor Hudspeth, Mayor Pro Tem Davis and Council Members Johnson, Baker, Ryan, Armintor, and Meltzer NAYS (0): None B. Z20-0013b Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding a change in the zoning district and use classification from General Office (GO) and Mixed-Use Regional (MR) Districts to Highway Corridor (HC) District on approximately 18.55 acres of land generally located on the southwest corner of the intersection of the I-35 Southbound Service Road and Barthold Road, in the City of Denton, Denton County, Texas; adopting an amendment to the City’s official zoning map; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing a severability clause and an effective date. The Planning and Zoning Commission voted [5-1] to approve the request. (Z20-0013b, Loves Travel Stop, Julie Wyatt) ASSIGNED ORDINANCE NO. Z20-0013b There were no online registrations or call-ins on the item. The item was presented and discussion followed. The public hearing was opened and with no callers in the queue, the public hearing was closed. Following discussion, Council Member Meltzer moved to adopt the item as presented. Motion seconded by Mayor Pro Tem Davis. Motion carried. AYES (6): Mayor Hudspeth, Mayor Pro Tem Davis and Council Members Johnson, Baker, Ryan, and Meltzer NAYS (1): Council Member Armintor C. S20-0010c Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, approving a Specific Use Permit to allow for a Bar, Tavern, or Lounge use on an approximately 0.451 acres of land, generally located on the southwest corner of Stroud Street and South Elm Street in the City of Denton, Denton County, Texas; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing for severability; and establishing an effective date. The Planning and Zoning Commission vote [6-0] to approve the request. (S20-0010c, 400 S Elm Bar Use, Sean Jacobson). ASSIGNED ORDINANCE NO. S20-0010c There were no online registrations or call-ins on the item. The item was presented and discussion followed. 167 City of Denton City Council Minutes March 16, 2021 Page 15 The public hearing was opened and citizen comments received are noted in Exhibit B. With no other callers on queue, the public hearing was closed. Following discussion, Mayor Pro Tem Davis moved to adopt the item as presented. Motion seconded by Council Member Ryan. Motion carried. AYES (4): Mayor Hudspeth, Mayor Pro Tem Davis and Council Members Baker and Ryan NAYS (3): Council Members Johnson, Armintor, and Meltzer D. PD20-0002d Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas regarding a rezoning from General Office (GO) and Rural Residential (RR) Districts to a Planned Development (PD) District on an approximately 90-acre property generally located on the north side of Loop 288, between North Elm Street and Bonnie Brae Street, in the City of Denton, Denton County, Texas.; adopting an amendment to the City’s official zoning map; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing a severability clause and an effective date. A supermajority vote by the Council is required for approval. (PD20-0002d, Hirschbach, Julie Wyatt) DENIED All members of the City Council received the comments as submitted and had the opportunity to review all submissions prior to the start of the meeting and consider such comments when voting on the item. See Exhibit B for details. The item was presented and discussion followed. The public hearing was opened and citizen comments received are noted in Exhibit B. The meeting was recessed for a short break at 10:00 p.m. and reconvened at 10:16 p.m. With no other callers on queue, the public hearing was closed. Following additional discussion, Council Member Meltzer moved to deny the item. Motion seconded by Mayor Pro Tem Davis. Motion carried to deny the item. AYES (7): Mayor Hudspeth, Mayor Pro Tem Davis and Council Members Johnson, Baker, Ryan, Armintor, and Meltzer NAYS (0): None E. Z20-0012b Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding an amendment to the Rayzor Ranch Overlay District to amend the concept and zoning map exhibits and amend development standards and design criteria for development within the eastern portion of the Rayzor Ranch South Campus - South Mixed Use District, being approximately 90.54 acres generally located on the south side of West University Drive/US 380, east of Heritage Trail, and west of Bonnie Brae Street in the City 168 City of Denton City Council Minutes March 16, 2021 Page 16 of Denton, Denton County, Texas; adopting an amendment to the City’s official zoning map; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing for severability and establishing an effective date. The Planning and Zoning Commission voted [7-0] to approve the request. STAFF IS REQUESTING THIS ITEM BE POSTPONED TO THE APRIL 6, 2021 MEETING. (Z20-0012, Rayzor Ranch East Overlay Amendments, Hayley Zagurski). POSTPONED TO APRIL 6, 2021 There were no online registration or call-ins on the item. The item was not presented at Staff's request and no discussion followed. Council Member Ryan moved to postpone the item to April 6, 2021 as requested by Staff. Motion seconded by Mayor Pro Tem Davis. Motion carried AYES (7): Mayor Hudspeth, Mayor Pro Tem Davis and Council Members Johnson, Baker, Ryan, Armintor, and Meltzer NAYS (0): None 6. CONCLUDING ITEMS Council Members expressed no items of interest. With no further business, the meeting was adjourned at 10:37 p.m. ____________________________________ ____________________________________ GERARD HUDSPETH ROSA RIOS MAYOR CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON, TEXAS MINUTES APPROVED ON: ____________________________________ 169 Agenda item 4.G (ID 21-428) BOARD/COMMITTEE/COMMISSION COUNCIL PLACE NOMINATING CCM MEMBER NAME PRESENT TERM NEW TERM STATUS & QUALIFICATION OR PREFERENCE, IF ANY Board of Ethics 1 Johnson-1 Ronnie Mohair 2018-2020 - UN September 1, 2020 through August 31, 2022 Reappointment Pref. Qualif. 6 - Pastor Board of Ethics 7 Hudspeth-7 Dustin Pavelek 2018-2020 UNEXPIRED September 1, 2020 through August 31, 2022 New Pref. Qualif. 3: Engineer Committee on Persons with Disabilities ALL - 4 All [Hudspeth-7]Valda Morgan 2019-2020 - UN September 1, 2020 through August 31, 2022 Reappointment Health & Building Standards Commission ALL - ALT - 1 All [Armintor-5]Cyndell Addison 2018-2020 July 1, 2020 through June 30, 2022 Reappointment Qualif.: Other Public Utilities Board 1 Johnson-1 Ben Jumper N/A UNEXPIRED September 1, 2019 through August 31, 2023 New EXHIBIT A BOARDS & COMMISSIONS - NOMINATIONS LIST March 16, 2021 170 Name Last Address City Agenda Item Position Method CommentsAimee (Applicant) Bissett 100 W Oak Street Ste. 100 Denton PD20-0002d Support Telephone Presented information to address concerns expressedboth by citizens in the surrounding properties to theproposed project site and council members during their commentary. Use for the proposed buildingwould be primarily for administrative support; predicts office traffic would be 197 trips/day, inspection& truck wash, truck repair shop, and fleet storage. Trucking traffic impact anticipated to be 100 trips/day.Covered landscape buffer, screening fence, fenced dog park, and landscape and tree plans. AS acommunity partner, brings business expansion ($40 million capital investment), local employment, year-round training (2500-3000 hotel nights annually) with local spending, and green fleet technology.Brian (Applicant) Kohlwes Not Provided N/A PD20-0002d Support Telephone Provided the history of Hirschbach's growth beginning in 1935 to present. Stated there is no on-sitefueling at the site and Hirschbach is not a typical trucking company.Jeff Williams8008 Oak Creek Lane Denton PD20-0002d Support Telephone In support of the item. Does fit in with the Denton 2030 Plan; consistent with the zoning in the area. Hasbeen vetted by staff for months. A recommendation has been made by Staff and the Planning & ZoningCommission. Great community investment. Will increase the tax base. Their tax base contribution wouldbe equal to 130+/- homes.Jeremy Fykes 8205 Crooked Strick Lane Denton PD20-0002d Support Telephone In support of the proposal; and it does fit in the 2030 Plan Council adopted. Statistics provided are true tocurrent standings. The investment and economic development in the area is great. This is an opportunityto retain a business.Marjorie Hohweiler 7900 Oak Creek Lane Denton PD20-0002d Support Online Please rule in FAVOR of the rezoning to “GO" for this property for the bestand highest use and thepositive economic impact on the City of Denton. Melissa Lindelow 9406 Biscayne Boulevard Dallas PD20-0002d Opposed Telephone An attorney representing other property owners in the adjacent properties adjacent to the proposedproject area. Proposed use does not meet the zoning criteria. Concerned about the wording forallowances in the Planned Development. Requested Council deny the project. Mike (Applicant) Roberts 400 S. Elm Street Denton S20-0010c Support Telephone Provided an overview of how the property, located at 400 S. Elm Street, for the proposed project wasrenovated. Initial plan was to be a BYOB venue; but based on concerns on how that type of operationwould be regulated, have found it is difficult to regulate based on the amount of alcohol patrons arebringing in. Do want to limit alcohol consumption to two drinks per hour, will also give free water bottlesto patrons during the time they are consuming alcohol.Richard Hayes 512 W Hickory Street Denton PD20-0002d Opposed Telephone Requests Council deny the item. The Denton 2030 Plan is the plan for Dentons' growth. A trucking use isnot progressive to that. The Plan needs to be followed; it was developed based on citizen-identifiedneeds. Company reported an increase in staffing; but what was reported before the meeting to now at themeeting are not the same.Robb Dean 3324 El Dorado Drive Denton PD20-0002d Support Online I would like to speak to the zoning request for the I Hirshbach Motor Lines purchase of 90 acres at Loop288 near I 35 E.Schula Metzer 16950 Dallas Parkway Dallas PD20-0002d Opposed Telephone As a real estate broker, represents a property owner of surrounding property along the proposed projectsite. Does support the increased growth of Hirschbach in Denton, but not at the proposed location.Trucks coming/going 24 hours a day, mechanical work, truck washing, and body work along the clock.Asks Council deny the application.Sean Terry 1800 Valley View Lane Farmers Branch PD20-0002d Opposed Telephone Has a development called Kingsridge and other properties around the proposed project site. Hirschbachis a good company and wants to see them grow, but has the same concerns as the home builders aboutthe increased truck traffic and the effect to selling homes. They mentioned "training", but questionedwhat that is going to entail and will trainees be learning how to drive at the site. Does not want see truckscoming and going 24 hours a day. Again, a great company, just in the wrong location.March 16, 2021 City Council Regular Meeting - EXHIBIT BSpeaker Commentaries/RegistrationsOnline, Email, Phone171 March 16, 2021 City Council Regular Meeting - EXHIBIT BSpeaker Commentaries/RegistrationsOnline, Email, PhonePage 2 of 2Name Last Address City Agenda Item Position Method CommentsTracy Miller2217 Bolivar Street Denton PD20-0002d Opposed Telephone In opposition to the item. Hundreds of tractor trailers, soon tobe packed byschool travelers, is not whatneeds to be there. As more homes are built along 288, increased traffic will make the area dangerous.Citizens don't know what will end up there. Received invite to participate with the Denton Plan 2030, butnot sure that is being followed now. Zoning proposed for the project does not follow the planned zoningfor the area. No mention of the homes that will be developed to the north of this site. Do want thebusiness to expand in Denton, but better for it to be located elsewhere.NOTE: Comments for those citizens addressing the City Council are an abbreviated summary. Information contained within this exhibit includes only commentary for Open Microphone, Consent, Individual Consideration and Public Hearing Items.172 CITY OF DENTON CITY COUNCIL MINUTES March 23, 2021 After determining that a quorum was present, the Joint Meeting of the City Council of the City of Denton and the Public Utilities Board was held on Tuesday, March 23, 2021, a 11:32 a.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas. PRESENT: Mayor Gerard Hudspeth, Mayor Pro Tem Jesse Davis and Council Members Birdia Johnson, Connie Baker, John Ryan, Deb Armintor, and Paul Meltzer ABSENT: None Mayor Hudspeth arrived at 1:10 p.m. Mayor Pro Tem Davis served as Presiding Officer during Mayor Hudspeth’s temporary absence. Also present were Interim City Manager Sara Hensley and City Attorney Aaron Leal. Note: Mayor Gerard Hudspeth, Mayor Pro Tem Jesse Davis and Council Members Birdia Johnson, Connie Baker, John Ryan, Deb Armintor and Paul Meltzer participated in the work session via video/teleconference Note: Members representing the Public Utilities Board were Chair Susan Parker, Vice Chair Billy Cheek, and Members Barbra Russell, Karen DeVinney, Ed Spoh, Lee Riback and Ben Jumper participated in the work session via video/teleconference. NOTE: There was no public registration/call-in process as this was a work session only. WORK SESSION 1. Work Session Reports A. ID 21-341 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. Denton Municipal Electric - PRESENTED 2. Water/Wastewater Utilities - NOT PRESENTED; SCHEDULED FOR A FUTURE JOINT WORK SESSION WITH THE PUBLIC UTILITIES BOARD The item was presented for the department as noted above and discussion followed. The work session was recessed for a short break at 12:54 p.m. and reconvened at 1:04 p.m. Discussion continued. 173 City of Denton City Council Minutes March 23, 2021 Page 2     Mayor Hudspeth arrived, during discussions and presided over the remainder of the work session. Following discussion, there was no direction provided as the item was for presentation/discussion purposes. With no further business, the work session was adjourned at 2:46 p.m. ____________________________________ ____________________________________ GERARD HUDSPETH CATHY WELBORN MAYOR ASSISTANT CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON, TEXAS MINUTES APPROVED ON: ____________________________________ 174 CITY OF DENTON CITY COUNCIL MINUTES March 23, 2021 After determining that a quorum was present, the City Council of the City of Denton, Texas convened 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. PRESENT: Mayor Hudspeth, Mayor Pro Tem Jesse Davis and Council Members Birdia Johnson, Connie Baker, John Ryan, Deb Armintor, and Paul Meltzer ABSENT: None Mayor Hudspeth arrived at 3:50 p.m. Mayor Pro Tem Davis served as Presiding Officer during Mayor Hudspeth’s temporary absence. Also present were Interim City Manager Sara Hensley and City Attorney Aaron Leal. Note: Mayor Gerard Hudspeth, Mayor Pro Tem Jesse Davis and Council Members Birdia Johnson, Connie Baker, John Ryan, Deb Armintor, and Paul Meltzer participated in the work session, and special meeting via video/teleconference under the provisions allowed by the Texas Government Code Section 551.127. The posted agenda noted the registration process for public participation at this virtual meeting. While citizen commentary received via the online registration process was not read, each member of the City Council received each registration as it was submitted. WORK SESSION 1. Citizen Comments on Consent Agenda Items None 2. Requests for clarification of agenda items listed on this agenda. • Clarification was requested on the following items: None • The following item(s) was/were pulled for Individual Consideration: None 3. Work Session Reports A. ID 21-485 Receive a report, hold a discussion, and give staff direction regarding the FY 2019-2020 Comprehensive Annual Financial Report and annual audit. 175 City of Denton City Council Minutes March 23, 2021 Page 2 The item was presented by John DeBurro with Weaver [auditing services] and no discussion followed. There was no direction provided as the item was for presentation/discussion purposes. B. ID 21-342 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 - PRESENTED 2. Finance/Purchasing/Warehouse/Compliance - PRESENTED 3. Public Affairs/DTV - PRESENTED The item was presented for the above-noted departments and discussion followed. The work session was recessed at 3:50 p.m. and reconvened at 3:56 p.m. for a short break. Mayor Hudspeth arrived and presided over the remainder of the work session. Following discussion, there was no direction provided as the item was for presentation/discussion purposes. C. ID 20-2388 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 The item was presented and discussion followed. Results were as follows: • Item 20-2388 (1) Inserting a mask requirement into municipal health codes o No consensus for a work session. The work session ended at 4:24 p.m. CLOSED MEETING 1. The City Council convened into a Closed Meeting at 4:24 p.m. consistent with Chapter 551 of the Texas Government Code, as amended, or as otherwise allowed by law, as follows. A. ID 21-604 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 176 City of Denton City Council Minutes March 23, 2021 Page 3 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. DELIBERATED The closed meeting started at 4:40 p.m. and ended at 6:00 p.m. No votes or actions were taken during the closed meeting. SPECIAL CALLED MEETING After determining that a quorum was present, the City Council of the City of Denton, Texas convened in a Special Called Meeting on Tuesday, February 23, 2021, at 6:18 p.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas. PRESENT: Mayor Gerard Hudspeth, Mayor Pro Tem Jesse Davis and Council Members Birdia Johnson, Connie Baker, John Ryan, Deb Armintor, and Paul Meltzer ABSENT: None Also present were Interim City Manager Sara Hensley and City Attorney Aaron Leal. Note: Mayor Gerard Hudspeth, Mayor Pro Tem Jesse Davis and Council Members Birdia Johnson, Connie Baker, John Ryan, Deb Armintor, and Paul Meltzer participated in the work session, and special meeting via video/teleconference under the provisions allowed by the Texas Government Code Section 551.127 The posted agenda noted the registration process for public participation at this virtual meeting. While citizen commentary received via the online registration process was not read, each member of the City Council received each registration as it was submitted. 1. CONSENT AGENDA The Consent Agenda consisted of Items 1.A-I. No items were pulled for Individual Consideration. Mayor Pro Tem Davis moved to adopt the Consent Agenda as presented. Motion seconded by Council Member Meltzer. Motion carried. AYES (7): Mayor Hudspeth, Mayor Pro Tem Davis and Council Members Johnson, Baker, Ryan, Armintor, and Meltzer NAYS (0): None 177 City of Denton City Council Minutes March 23, 2021 Page 4 A. ID 21-421 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). ASSIGNED ORDINANCE NO. 21-421 B. ID 21-492 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). ASSIGNED ORDINANCE NO. 21-492 C. ID 21-450 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. ASSIGNED ORDINANCE NO. 21-450 D. ID 21-461 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. ASSIGNED ORDINANCE NO. 21-461 E. ID 21-488 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). ASSIGNED ORDINANCE NO. 21-488 178 City of Denton City Council Minutes March 23, 2021 Page 5 F. ID 21-490 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). ASSIGNED ORDINANCE NO. 21-490 G. ID 21-546 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). ASSIGNED ORDINANCE NO. 21-546 H. ID 21-554 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). ASSIGNED ORDINANCE NO. 21-554 I. ID 21-477 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. ASSIGNED ORDINANCE NO. 21-477 2. ITEMS FOR INDIVIDUAL CONSIDERATION A. ID 21-310 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 179 City of Denton City Council Minutes March 23, 2021 Page 6 Manager to carry out all duties pursuant thereto including the execution of a Ground Lease Termination; and providing an effective date. ASSIGNED ORDINANCE NO. 21-310 There were no online registrations or call-ins on the item. Items 2.A (21-310) and 2.B (21-549) were collectively read into the record and presented but discussed and voted on individually. Following discussion, Mayor Pro Tem Davis moved to adopt the item as presented. Motion seconded by Council Member Johnson. Motion carried. AYES (6): Mayor Hudspeth, Mayor Pro Tem Davis and Council Members Johnson, Baker, Ryan, and Meltzer NAYS (1): Council Member Armintor B. ID 21-549 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. ASSIGNED ORDINANCE NO. 21-549 There were no online registrations or call-ins on the item. Items 2.A (21-310) and 2.B (21-549) were collectively read into the record and presented but discussed and voted on individually. Following discussion, Mayor Hudspeth moved to adopt the item as presented. Motion seconded by Mayor Pro Tem Davis. Motion carried. AYES (6): Mayor Hudspeth, Mayor Pro Tem Davis and Council Members Johnson, Baker, Ryan, and Meltzer NAYS (1): Council Member Armintor 3. CONCLUDING ITEMS Council Members expressed no items of interest. With no further business, the meeting was adjourned at 6:43 p.m. ____________________________________ ____________________________________ GERARD HUDSPETH ZOLAINA PARKER MAYOR DEPUTY CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON, TEXAS 180 City of Denton City Council Minutes March 23, 2021 Page 7 MINUTES APPROVED ON: ____________________________________ 181 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-580,Version:1 AGENDA CAPTION Consider adoption of an ordinance considering all matters incident and related to the issuance,sale and delivery of up to $100,000,000 in principal amount of "City of Denton General Obligation Refunding Bonds”; authorizing the issuance of the Bonds;delegating the authority to certain City officials to execute certain documents relating to the sale of the Bonds;approving and authorizing instruments and procedures relating to said Bonds; enacting other provisions relating to the subject; and providing an effective date. City of Denton Printed on 4/2/2021Page 1 of 1 powered by Legistar™182 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Finance ACM: David Gaines DATE: April 6, 2021 SUBJECT Consider adoption of an ordinance considering all matters incident and related to the issuance, sale and delivery of up to $100,000,000 in principal amount of "City of Denton General Obligation Refunding Bonds”; authorizing the issuance of the Bonds; delegating the authority to certain City officials to execute certain documents relating to the sale of the Bonds; approving and authorizing instruments and procedures relating to said Bonds; enacting other provisions relating to the subject; and providing an effective date. BACKGROUND The 2019 Bond Election was approved by voters in November 5, 2019. Due to the size of the bond program, $220.9 million, flexible financing options were needed to manage the cash flow and minimize the tax rate increases over the six year program. On April 7, 2020 the City Council adopted a master ordinance establishing the extendable commercial paper financing program and authorizing Extendable Commercial Paper Notes, Series A. Using an extendable commercial paper program provides a cost-effective interim financing option to manage the bond program. Along with authorizing the Extendable Commercial Paper (“ECP”) program, it is necessary to annually adopt a General Obligation (GO) Refunding Bond Ordinance. The refunding bonds sold would be used to pay off the maturing short-term extendable commercial paper and convert the debt to long term financing. Commercial paper notes cannot have a maturity that is later than the 270th day after the date on which the paper is initially issued. This Ordinance is an integral part of the ECP program because it provides delegated authority that allows refunding bonds to be issued, within certain parameters, in the unlikely event that commercial paper is issued and cannot otherwise be retired or defeased by the 270th day. By doing so, City staff will be authorized to execute the sale without additional Council action. Once the exact terms of the transaction are determined, staff will provide the City Council with additional information in an informal staff report. The goal is to sell bonds once a year for all new and refunding bonds, however, this will give Staff the flexibility to sell GO refunding bonds to pay off the commercial paper outside of the City’s normal financing routine should it be necessary. There are benefits of adopting this refunding ordinance. Having the authority to execute the sale of long term debt quickly, the City can potentially avoid additional costs of step up rates by not having to extend the commercial paper term. Another benefit is rating agencies view the refunding ordinance as a positive measure that ensures the City has a quick and viable means of paying off maturing commercial paper. This City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 183 measure will assist in maintaining a desirable credit rating on the commercial paper. A third benefit is potential investors view the refunding ordinance as a positive measure that increases confidence in the investment. The parameters ordinance sets the following requirements in order to complete the sale of the GOs. (i) the aggregate original principal amount of the Bonds shall not exceed $100,000,000; (ii) the maximum stated maturity of the Bonds shall not exceed February 15, 2046; (iii) the Bonds shall bear interest at a fixed rate, and the net effective interest rate on the Bonds shall not exceed the maximum net effective interest rate permitted by law to be paid on obligations issued or incurred by the Issuer in the exercise of its borrowing powers (prescribed by Chapter 1204, Texas Government Code, as amended); (iv) the delegation made hereby shall expire if not exercised by the Pricing Officer through execution of a Pricing Certificate on or prior to April 6, 2022; and (vi) on or prior to delivery, the Bonds shall be rated by a nationally recognized rating agency for municipal securities in one of the four highest categories for long-term obligations. RECOMMENDATION Staff recommends adoption of the ordinance. EXHIBITS 1. Agenda Information Sheet 2. Ordinance 3. Presentation Respectfully submitted: Cassey Ogden, 349-7195 Director of Finance Prepared By: Randee Klingele Treasury Manager 184 ORDINANCE NO. 21-_____ AN ORDINANCE CONSIDERING ALL MATTERS INCIDENT AND RELATED TO THE ISSUANCE, SALE AND DELIVERY OF UP TO $100,000,000 IN PRINCIPAL AMOUNT OF “CITY OF DENTON GENERAL OBLIGATION REFUNDING BONDS”; AUTHORIZING THE ISSUANCE OF THE BONDS; DELEGATING THE AUTHORITY TO CERTAIN CITY OFFICIALS TO EXECUTE CERTAIN DOCUMENTS RELATING TO THE SALE OF THE BONDS; APPROVING AND AUTHORIZING INSTRUMENTS AND PROCEDURES RELATING TO SAID BONDS; ENACTING OTHER PROVISIONS RELATING TO THE SUBJECT; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City of Denton, Texas (the “Issuer”) is a home-rule municipality, acting as such under the Constitution and laws of the State of Texas, has a population in excess of 50,000, and has outstanding long-term indebtedness that is rated by a nationally recognized rating agency for municipal securities in one of the four highest rating categories for long-term obligations; and WHEREAS, by virtue of an election held within the Issuer on November 5, 2019 (the “Bond Election”), this City Council became authorized to issue, sell and deliver the general obligation bonds of the Issuer in an aggregate principal amount not to exceed $220,900,000 for the acquisition of property and making improvements for public purposes in said Issuer for (i) street improvements in the aggregate principal amount of $154,000,000, (ii) public safety facilities for the police department in the aggregate principal amount of $61,900,000, and (iii) acquisition of land for parks in the aggregate principal amount of $5,000,000; of which there have been issued heretofore, as described in Schedule I attached hereto and incorporated herein; and WHEREAS, pursuant to a Master Ordinance Establishing the City of Denton Extendable Commercial Paper Financing Program and Authorizing Extendable Commercial Paper Notes, Series A, adopted on April 7, 2020 (the “Master ECP Ordinance”), the Issuer has authorized to be outstanding the following described obligations: City of Denton Extendable Commercial Paper Notes, Series A (Tax-Exempt) and City of Denton Extendable Commercial Paper Notes, Series A (Taxable), in the aggregate original principal amount not to exceed $100,000,000 at any time (collectively, the “ECP Series A Notes”); and WHEREAS, the Issuer now desires to refund all or part of the ECP Series A Notes (the “Eligible Refunded Notes,” and those Eligible Refunded Notes designated by the Pricing Officer in a Pricing Certificate, each as defined below, to be refunded are herein referred to as the “Refunded Notes”); and WHEREAS, Chapter 1207, Texas Government Code, as amended (“Chapter 1207”) authorizes the Issuer to issue refunding bonds and to deposit the proceeds from the sale thereof, together with any other available funds or resources, directly with a paying agent for the Refunded Notes or a trust company or commercial bank that does not act as a depository for the Issuer and is named in these proceedings, and such deposit, if made before the payment dates of the Refunded Notes, shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Notes; and WHEREAS, Chapter 1207 further authorizes the Issuer to enter into an escrow or similar agreement with such paying agent for the Refunded Notes or trust company or commercial bank with respect to the 185 Page 2 safekeeping, investment, reinvestment, administration and disposition of any such deposit, upon such terms and conditions as the Issuer and such paying agent or trust company or commercial bank may agree; and WHEREAS, the City Council hereby specifies that to the extent the principal amount of the refunding bonds authorized hereby, together with any net premium thereon, exceeds the principal amount of the Refunded Notes, such difference shall be counted against the principal amount of bonds authorized by the Bond Election; and WHEREAS, the issuance of the Bonds and the application of the proceeds of the Bonds to refund the Refunded Notes, which consist of extendable commercial paper notes, makes it impracticable to determine the maximum amount by which the aggregate amount of payments to be made under the Bonds exceeds the aggregate amount of payments that would have been made under the terms of the Refunded Notes for purposes of Section 1207.008(a)(2), Texas Government Code; and WHEREAS, the City Council hereby finds and declares a public purpose and it is in the best interests of the Issuer to refund the Refunded Notes in accordance with this Ordinance, with the terms of any series of Bonds issued to be included in a pricing certificate (a “Pricing Certificate”) to be executed by the Pricing Officer (hereinafter designated), all in accordance with the provisions of Section 1207.007, Texas Government Code and Chapter 1371, Texas Government Code (“Chapter 1371”); and WHEREAS, all the Refunded Notes mature or are subject to redemption prior to maturity within 20 years of the date of the bonds hereinafter authorized; and WHEREAS, the bonds hereinafter authorized to be issued were voted and are to be issued, sold and delivered pursuant to the general laws of the State of Texas, including Texas Government Code Chapters 1207, 1331 and 1371, as amended, and the Issuer's Home Rule Charter; and WHEREAS, it is officially found, determined, and declared that the meeting at which this Ordinance has been adopted was open to the public and public notice of the time, place and subject matter of the public business to be considered and acted upon at said meeting, including this Ordinance, was given, all as required by the applicable provisions of Texas Government Code Chapter 551; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. RECITALS, AMOUNT, PURPOSE AND DESIGNATION OF THE BONDS. (a) The recitals set forth in the preamble hereof are incorporated herein and shall have the same force and effect as if set forth in this Section. (b) The term “Bonds” as used in this Ordinance shall mean and include collectively the bond initially issued and delivered pursuant to this Ordinance for a Series of Bonds (each an “Initial Bond”) and all substitute bonds exchanged therefor, as well as all other substitute bonds and replacement bonds issued pursuant hereto, and the term “Bond” shall mean any of the Bonds. The term “Series” or “Series of Bonds” shall mean any designated series of Bonds issued pursuant to this Ordinance. (c) The Bonds of the City of Denton, Texas (the “Issuer”) are hereby authorized to be issued and delivered in one or more Series in the maximum aggregate principal amount of $100,000,000 for the public purpose of refunding the Refunded Notes, and to pay the costs associated with the issuance of the Bonds. With each Series of Bonds, the Pricing Officer shall set forth in the Pricing Certificate for such Series, based on the purposes for which the Refunded Notes to be refunded with the Series of Bonds were issued, the 186 Page 3 amount of Bonds allocable to public purposes of (i) street improvements, (ii) public safety facilities for the police department, and (iii) acquisition of land for parks, all in accordance with and subject to the Bond Election bond propositions. (d) Each Series of Bonds issued pursuant to this Ordinance shall be designated: “CITY OF DENTON GENERAL OBLIGATION REFUNDING BOND” with each Series of Bonds having a year designation for the year in which such Series of Bonds is issued, and having a letter designation following the year, starting with "A", and with such changes as designated by the Pricing Officer pursuant to Section 2 hereof. For each Series of Bonds there shall be initially there shall be issued, sold, and delivered hereunder fully registered bonds, without interest coupons, payable to the respective registered owners thereof (with the Initial Bond being made payable to the Purchaser as described in Section 10 hereof), or to the registered assignee or assignees of said Bonds or any portion or portions thereof (in each case, the “Registered Owner”). Each Series of Bonds shall be in the respective principal amounts, shall be numbered, shall mature and be payable on the date or dates in each of the years and in the principal amounts, and shall bear interest to their respective dates of maturity or redemption prior to maturity at the rates per annum, as set forth in the Pricing Certificate for such Series. SECTION 2. DELEGATION TO PRICING OFFICER. (a) As authorized by Sections 1207.007 and 1371.053, Texas Government Code, as amended, the City Manager or the Chief Financial Officer (the “Pricing Officer”) is hereby authorized to act on behalf of the Issuer in selling and delivering the Bonds, determining which of the Eligible Refunded Notes shall be refunded and carrying out the other procedures specified in this Ordinance, including, determining the date of sale of the Bonds of each Series, the date of the Bonds of a Series, any additional or different designation or title by which a Series of Bonds shall be known, including a Series designation, the price at which the Bonds of each Series will be sold, the years in which each Series of Bonds will mature, the principal amount to mature in each of such years, the rate of interest to be borne by each such maturity, the interest payment and record dates, the price and terms upon and at which a Series of Bonds shall be subject to redemption prior to maturity at the option of the Issuer, as well as any mandatory sinking fund redemption provisions, and all other matters relating to the issuance, sale, and delivery of each Series of Bonds and the refunding of the Refunded Notes, including without limitation establishing the redemption date for and effecting the redemption of Refunded Notes and obtaining municipal bond insurance for all or any portion of a Series of Bonds (including in connection therewith the execution of any commitment agreements, membership agreements in mutual insurance companies, and other similar agreements) and providing for the terms and provisions thereof applicable to the Series of Bonds, all of which shall be specified in the Pricing Certificate for the Series of Bonds; provided that: (i) the aggregate original principal amount of the Bonds shall not exceed $100,000,000; (ii) the maximum stated maturity of the Bonds shall not exceed February 15, 2046; (iii) the Bonds shall bear interest at a fixed rate, and the net effective interest rate on the Bonds shall not exceed the maximum net effective interest rate permitted by law to be paid on obligations issued or incurred by the Issuer in the exercise of its borrowing powers (prescribed by Chapter 1204, Texas Government Code, as amended); (iv) the delegation made hereby shall expire if not exercised by the Pricing Officer through execution of a Pricing Certificate on or prior to April 6, 2022; and 187 Page 4 (vi) on or prior to delivery, the Bonds shall be rated by a nationally recognized rating agency for municipal securities in one of the four highest categories for long-term obligations. (b) In establishing the aggregate principal amount of a Series of Bonds, the Pricing Officer shall establish an amount not exceeding, in aggregate with any other Series of Bonds, the amount authorized in Subsection (a) hereof, which shall be sufficient in amount to provide for the purposes for which the Series of Bonds are authorized and to pay costs of issuing the Bonds. Each Series of Bonds shall be sold with and subject to such terms as set forth in the Pricing Certificate for such Series. SECTION 3. CHARACTERISTICS OF THE BONDS. (a) Registration, Transfer, Conversion and Exchange; Authentication. The Issuer shall keep or cause to be kept at the principal corporate trust office of BOKF, NA, Dallas, Texas (the “Paying Agent/Registrar”) books or records for the registration of the transfer, conversion and exchange of the Bonds (the “Registration Books”), and the Issuer hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make such registrations of transfers, conversions and exchanges under such reasonable regulations as the Issuer and Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such registrations, transfers, conversions and exchanges as herein provided. The Paying Agent/Registrar shall obtain and record in the Registration Books the address of the Registered Owner of each Bond to which payments with respect to the Bonds shall be mailed, as herein provided; but it shall be the duty of each Registered Owner to notify the Paying Agent/Registrar in writing of the address to which payments shall be mailed, and such interest payments shall not be mailed unless such notice has been given. The Issuer shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity. The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and charges for making such registration, transfer, conversion, exchange and delivery of a substitute Bond or Bonds. Registration of assignments, transfers, conversions and exchanges of Bonds shall be made in the manner provided and with the effect stated in the Form of Bond set forth in this Ordinance. Each substitute Bond shall bear a letter and/or number to distinguish it from each other Bond. Except as provided in Section 3(c) of this Ordinance, an authorized representative of the Paying Agent/Registrar shall, before the delivery of any such Bond, date and manually sign said Bond, and no such Bond shall be deemed to be issued or outstanding unless such Bond is so executed. The Paying Agent/Registrar promptly shall cancel all paid Bonds and Bonds surrendered for conversion and exchange. No additional ordinances, orders, or resolutions need be passed or adopted by the governing body of the Issuer or any other body or person so as to accomplish the foregoing conversion and exchange of any Bond or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute Bonds in the manner prescribed herein, and said Bonds shall be printed or typed on paper of customary weight and strength. Pursuant to Chapter 1201, Government Code, as amended, the duty of conversion and exchange of Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of said Bond, the converted and exchanged Bond shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Bonds that initially were issued and delivered pursuant to this Ordinance, approved by the Attorney General of the State of Texas (the “Attorney General”) and registered by the Comptroller of Public Accounts of the State of Texas (the “Comptroller”). (b) Payment of Bonds and Interest. The Issuer hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bonds, all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made by the Issuer and the Paying Agent/Registrar with respect to the Bonds, and of all conversions and exchanges of Bonds, and 188 Page 5 all replacements of Bonds, as provided in this Ordinance. However, in the event of a nonpayment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a “Special Record Date”) will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the Issuer. Notice of the past due interest shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Registered Owner appearing on the Registration Books at the close of business on the last business day next preceding the date of mailing of such notice. (c) In General. The Bonds of each Series (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Bonds to be payable only to the Registered Owners thereof, (ii) may or shall be redeemed prior to their scheduled maturities (notice of which shall be given to the Paying Agent/Registrar by the Issuer at least 45 days prior to any such redemption date), (iii) may be converted and exchanged for other Bonds of the Series, (iv) may be transferred and assigned, (v) shall have the characteristics, (vi) shall be signed, sealed, executed and authenticated, (vii) the principal of and interest on the Bonds shall be payable, and (viii) shall be administered and the Paying Agent/Registrar and the Issuer shall have certain duties and responsibilities with respect to the Bonds, all as provided, and in the manner and to the effect as required or indicated, in the Form of Bond set forth in this Ordinance (as modified in a Pricing Certificate). The Initial Bond for each Series is not required to be, and shall not be, authenticated by the Paying Agent/Registrar, but on each substitute Bond issued in conversion of and exchange for any Bond or Bonds issued under this Ordinance the Paying Agent/Registrar shall execute the Paying Agent/Registrar's Authentication Certificate, in the form set forth in the Form of Bond. (d) Paying Agent/Registrar for the Bonds. The Issuer covenants with the Registered Owners of the Bonds that at all times while the Bonds are outstanding the Issuer will provide a competent and legally qualified bank, trust company, financial institution, or other entity to act as and perform the services of Paying Agent/Registrar for the Bonds under this Ordinance, and that the Paying Agent/Registrar will be a single entity. The Issuer reserves the right to, and may, at its option, change the Paying Agent/Registrar upon not less than 60 days written notice to the Paying Agent/Registrar, to be effective not later than 60 days prior to the next principal or interest payment date after such notice. In the event that the entity at any time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or otherwise cease to act as such, the Issuer covenants that promptly it will appoint a competent and legally qualified bank, trust company, financial institution, or other agency to act as Paying Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books and records relating to the Bonds, to the new Paying Agent/Registrar designated and appointed by the Issuer. Upon any change in the Paying Agent/Registrar, the Issuer promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each Registered Owner of the Bonds, by United States mail, first-class postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar. (e) Authentication. Except as provided below, no Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit of this Ordinance unless and until there appears thereon the Paying Agent/Registrar's Authentication Certificate substantially in the form provided in this Ordinance, duly authenticated by manual execution of the Paying Agent/Registrar. It shall not be required that the same authorized representative of the Paying Agent/Registrar sign the Paying Agent/Registrar's Authentication Certificate on all of the Bonds. In lieu of the executed Paying Agent/Registrar's Authentication Certificate described above, the Initial Bond of each Series delivered on the closing date shall have attached thereto 189 Page 6 the Comptroller's Registration Certificate substantially in the form provided in this Ordinance, manually executed by the Comptroller or by her duly authorized agent, which certificate shall be evidence that the Initial Bond has been duly approved by the Attorney General and that it is a valid and binding obligation of the Issuer, and has been registered by the Comptroller. (f) Book-Entry-Only System. The Pricing Officer shall designate in the Pricing Certificate for a Series of Bonds whether such Series are to issued utilizing the book-entry-only system with The Depository Trust Company, New York, New York (“DTC”). Any Series of Bonds so designated shall be subject to the provisions in this subsection (f) and subsections (g), (h) and (i) and elsewhere in this Ordinance regarding DCT and other securities depositories. The Bonds issued in exchange for the Initial Bond shall be initially issued in the form of a separate single fully registered Bond for each of the maturities thereof. Upon initial issuance, the ownership of each such Bond shall be registered in the name of Cede & Co., as nominee of DTC, and except as provided in subsection (g) hereof, all of the outstanding Bonds shall be registered in the name of Cede & Co., as nominee of DTC. With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the Issuer and the Paying Agent/Registrar shall have no responsibility or obligation to any securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations on whose behalf DTC was created (“DTC Participant”) to hold securities to facilitate the clearance and settlement of securities transactions among DTC Participants or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, the Issuer and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a Registered Owner of Bonds, as shown on the Registration Books, of any notice with respect to the Bonds, or (iii) the payment to any DTC Participant or any other person, other than a Registered Owner of Bonds, as shown in the Registration Books of any amount with respect to principal of or interest on the Bonds. Notwithstanding any other provision of this Ordinance to the contrary, the Issuer and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is registered in the Registration Books as the absolute owner of such Bond for the purpose of payment of principal and interest with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of and interest on the Bonds only to or upon the order of the Registered Owners, as shown in the Registration Books as provided in this Ordinance, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Issuer's obligations with respect to payment of principal of and interest on the Bonds to the extent of the sum or sums so paid. No person other than a Registered Owner, as shown in the Registration Books, shall receive a Bond evidencing the obligation of the Issuer to make payments of principal and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks being mailed to the Registered Owner at the close of business on the Record Date, the words “Cede & Co.” in this Ordinance shall refer to such new nominee of DTC. The previous execution and delivery of the Blanket Issuer Letter of Representations with respect to obligations of the Issuer is hereby ratified and confirmed; and the provisions thereof shall be fully applicable to the Bonds. 190 Page 7 (g) Successor Securities Depository; Transfers Outside Book-Entry-Only System. In the event that the Issuer determines that DTC is incapable of discharging its responsibilities described herein and in the Blanket Issuer Letter of Representations to DTC or that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the Issuer shall (i) appoint a successor securities depository, qualified to act as such under Section 17A of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the appointment of such successor securities depository and transfer one or more separate Bonds to such successor securities depository or (ii) notify DTC and DTC Participants of the availability through DTC of Bonds and transfer one or more separate certificated Bonds to DTC Participants having Bonds credited to their DTC accounts. In such event, the Bonds shall no longer be restricted to being registered in the Registration Books in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names Registered Owners transferring or exchanging Bonds shall designate, in accordance with the provisions of this Ordinance. (h) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the Blanket Issuer Letter of Representations to DTC. (i) Cancellation of Initial Bond. On the closing date, the Initial Bond of a Series, representing the entire principal amount of that Series of Bonds, payable in stated installments to the purchaser designated in Section 10 or its designee, executed by manual or facsimile signature of the Mayor and City Secretary of the Issuer, approved by the Attorney General, and registered and manually signed by the Comptroller, will be delivered to such purchaser or its designee. Upon payment for the Initial Bond, the Paying Agent/Registrar shall cancel the Initial Bond and deliver to DTC on behalf of such purchaser one registered definitive Bond for each year of maturity of the Bonds, in the aggregate principal amount of all of the Bonds for such maturity. To the extent that the Paying Agent/Registrar is eligible to participate in DTC's FAST System, pursuant to an agreement between the Paying Agent/Registrar and DTC, the Paying Agent/Registrar shall hold the definitive Bonds in safekeeping for DTC. (j) Conditional Notice of Redemption. With respect to any optional redemption of the Bonds, unless the prerequisites to such redemption required by this Ordinance have been met and moneys sufficient to pay the principal of and premium, if any, and interest on the Bonds to be redeemed shall have been received by the Paying Agent/Registrar prior to the giving of such notice of redemption, such notice shall state that said redemption may, at the option of the Issuer, be conditional upon the satisfaction of such prerequisites and receipt of such moneys by the Paying Agent/Registrar on or prior to the date fixed for such redemption, or upon any prerequisite set forth in such notice of redemption. If a conditional notice of redemption is given and such prerequisites to the redemption and sufficient moneys are not received, such notice shall be of no force and effect, the Issuer shall not redeem such Bonds and the Paying Agent/Registrar shall give notice, in the manner in which the notice of redemption was given, to the effect that the Bonds have not been redeemed. SECTION 4. FORM OF BONDS. The form of the Bonds (“Form of Bond”), including the form of Paying Agent/Registrar's Authentication Certificate, the form of Assignment and the form of Comptroller's Registration Certificate to be attached to the Bonds initially issued and delivered pursuant to this Ordinance, shall be, respectively, substantially as follows, with such appropriate variations, omissions or insertions as are permitted or required by this Ordinance, and with the Form of Bond to be modified pursuant to, and completed with information set forth in, the Pricing Certificate for a Series of Bonds. 191 Page 8 (a) [Form of Bond] NO. R- UNITED STATES OF AMERICA STATE OF TEXAS CITY OF DENTON GENERAL OBLIGATION REFUNDING BOND SERIES 20__ PRINCIPAL AMOUNT $ Interest Rate Dated Date Maturity Date CUSIP No. _________, 20__ ________, 20__ REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS ON THE MATURITY DATE specified above, the City of Denton, in Denton County, Texas (the “Issuer”), being a political subdivision and municipal corporation of the State of Texas, hereby promises to pay to the Registered Owner specified above, or registered assigns (hereinafter called the “Registered Owner”), on the Maturity Date specified above, the Principal Amount specified above. The Issuer promises to pay interest on the unpaid principal amount hereof (calculated on the basis of a 360-day year of twelve 30-day months) from the Delivery Date at the Interest Rate per annum specified above. Interest is payable on __________, 20__ and semiannually on each ____________ and ____________ thereafter to the Maturity Date specified above, or the date of redemption prior to maturity; except, if this Bond is required to be authenticated and the date of its authentication is later than the first Record Date (hereinafter defined), such Principal Amount shall bear interest from the interest payment date next preceding the date of authentication, unless such date of authentication is after any Record Date but on or before the next following interest payment date, in which case such principal amount shall bear interest from such next following interest payment date; provided, however, that if on the date of authentication hereof the interest on the Bond or Bonds, if any, for which this Bond is being exchanged is due but has not been paid, then this Bond shall bear interest from the date to which such interest has been paid in full. THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the United States of America, without exchange or collection charges. The principal of this Bond shall be paid to the Registered Owner hereof upon presentation and surrender of this Bond at maturity, or upon the date fixed for its redemption prior to maturity, at the principal corporate trust office of BOKF, NA, Dallas, Texas, which is the “Paying Agent/Registrar” for this Bond. The payment of interest on this Bond shall be made by the Paying Agent/Registrar to the Registered Owner hereof on each interest payment date by check or draft, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the Issuer required by the ordinance authorizing the issuance of this Bond (the “Bond Ordinance”) to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check or draft shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, on each such interest payment date, to the Registered Owner hereof, at its address as it appeared on the last business day of the month preceding each such date (the “Record Date”) on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. In addition, interest may be paid by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Registered Owner. In the event of a non-payment of interest on a scheduled payment date, and for 30 192 Page 9 days thereafter, a new record date for such interest payment (a “Special Record Date”) will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the Issuer. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Registered Owner of a Bond appearing on the Registration Books at the close of business on the last business day next preceding the date of mailing of such notice. ANY ACCRUED INTEREST due at maturity or upon the redemption of this Bond prior to maturity as provided herein shall be paid to the Registered Owner upon presentation and surrender of this Bond for redemption and payment at the principal corporate trust office of the Paying Agent/Registrar. The Issuer covenants with the Registered Owner of this Bond that on or before each principal payment date, interest payment date, and accrued interest payment date for this Bond it will make available to the Paying Agent/Registrar, from the “Interest and Sinking Fund” created by the Bond Ordinance, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Bonds, when due. IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday, Sunday, a legal holiday or a day on which banking institutions in the city where the principal corporate trust office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day that is not such a Saturday, Sunday, legal holiday or day on which banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. THIS BOND is one of a series of Bonds dated __________, 20__, authorized in accordance with the Constitution and laws of the State of Texas in the principal amount of $______________ for the public purpose of refunding the Refunded Notes, and to pay the costs associated with the issuance of the Bonds. [ON ____________, 20__, or on any date thereafter, the Bonds of this series may be redeemed prior to their scheduled maturities, at the option of the Issuer, with funds derived from any available and lawful source, as a whole, or in part, and, if in part, the particular Bonds, or portions thereof, to be redeemed shall be selected and designated by the Issuer (provided that a portion of a Bond may be redeemed only in an integral multiple of $5,000), at a redemption price equal to the principal amount to be redeemed plus accrued interest to the date fixed for redemption.] [THE BONDS scheduled to mature on _____________ in the years ____ and ____ ( the “Term Bonds”) are subject to scheduled mandatory redemption by the Paying Agent/Registrar by lot, or by any other customary method that results in a random selection, at a price equal to the principal amount thereof, plus accrued interest to the redemption date, out of moneys available for such purpose in the interest and sinking fund for the Bonds, on the dates and in the respective principal amounts, set forth in the following schedule: 193 Page 10 Term Bond Maturity: February 15, 20__ Term Bond Maturity: February 15,20__ Mandatory Redemption Date Principal Amount Mandatory Redemption Date Principal Amount February 15,20__ $___________ February 15,20__ $___________ February 15,20__ ____________ February 15,20__ ____________ February 15,20__ ____________ February 15,20__ ____________ February 15,20__ (maturity) ____________ February 15,20__ (maturity) ____________ The principal amount of Term Bonds of a stated maturity required to be redeemed on any mandatory redemption date pursuant to the operation of the mandatory sinking fund redemption provisions shall be reduced, at the option of the Issuer, by the principal amount of any Term Bonds of the same maturity which, at least 50 days prior to a mandatory redemption date (1) shall have been acquired by the Issuer at a price not exceeding the principal amount of such Term Bonds plus accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the Issuer at a price not exceeding the principal amount of such Term Bonds plus accrued interest to the date of purchase, or (3) shall have been redeemed pursuant to the optional redemption provisions and not theretofore credited against a mandatory redemption requirement.] AT LEAST 30 days prior to the date fixed for any redemption of Bonds or portions thereof prior to maturity a written notice of such redemption shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, to the Registered Owner of each Bond to be redeemed at its address as it appeared on the 45th day prior to such redemption date; provided, however, that the failure of the Registered Owner to receive such notice, or any defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the redemption of any Bond. By the date fixed for any such redemption due provision shall be made with the Paying Agent/Registrar for the payment of the required redemption price for the Bonds or portions thereof that are to be so redeemed. If such written notice of redemption is sent and if due provision for such payment is made, all as provided above, the Bonds or portions thereof that are to be so redeemed thereby automatically shall be treated as redeemed prior to their scheduled maturities, and they shall not bear interest after the date fixed for redemption, and they shall not be regarded as being outstanding except for the right of the Registered Owner to receive the redemption price from the Paying Agent/Registrar out of the funds provided for such payment. If a portion of any Bond shall be redeemed, a substitute Bond or Bonds having the same maturity date, bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000, at the written request of the Registered Owner, and in aggregate principal amount equal to the unredeemed portion thereof, will be issued to the Registered Owner upon the surrender thereof for cancellation, at the expense of the Issuer, all as provided in the Bond Ordinance. IF AT THE TIME OF MAILING of notice of optional redemption there shall not have either been deposited with the Paying Agent/Registrar or legally authorized escrow agent immediately available funds sufficient to redeem all the Bonds called for redemption, such notice may state that it is conditional, and is subject to the deposit of the redemption moneys with the Paying Agent/Registrar or legally authorized escrow agent at or prior to the redemption date or any prerequisite set forth in such notice of redemption. If such redemption is not effectuated, the Paying Agent/Registrar shall, within five days thereafter, give notice in the manner in which the notice of redemption was given that such moneys were not so received or such prerequisites were not met and shall rescind the redemption. 194 Page 11 ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without interest coupons, in the denomination of any integral multiple of $5,000. As provided in the Bond Ordinance, this Bond may, at the request of the Registered Owner or the assignee or assignees hereof, be assigned, transferred, converted into and exchanged for a like aggregate principal amount of fully registered Bonds, without interest coupons, payable to the appropriate Registered Owner, assignee or assignees, as the case may be, having the same denomination or denominations in any integral multiple of $5,000 as requested in writing by the appropriate Registered Owner, assignee or assignees, as the case may be, upon surrender of this Bond to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the Bond Ordinance. Among other requirements for such assignment and transfer, this Bond must be presented and surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Bond or any portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name or names this Bond or any such portion or portions hereof is or are to be registered. The Form of Assignment printed or endorsed on this Bond may be executed by the Registered Owner to evidence the assignment hereof, but such method is not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Bond or any portion or portions hereof from time to time by the Registered Owner. The Paying Agent/Registrar's reasonable standard or customary fees and charges for assigning, transferring, converting and exchanging any Bond or portion thereof will be paid by the Issuer. In any circumstance, any taxes or governmental charges required to be paid with respect thereto shall be paid by the one requesting such assignment, transfer, conversion or exchange, as a condition precedent to the exercise of such privilege. The Paying Agent/Registrar shall not be required to make any such transfer, conversion, or exchange (i) during the period commencing with the close of business on any Record Date and ending with the opening of business on the next following principal or interest payment date, or (ii) with respect to any Bond or any portion thereof called for redemption prior to maturity, within 45 days prior to its redemption date. IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Bond Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, and cause written notice thereof to be mailed to the Registered Owners of the Bonds. IT IS HEREBY certified, recited and covenanted that this Bond has been duly and validly authorized, issued and delivered; that all acts, conditions and things required or proper to be performed, exist and be done precedent to or in the authorization, issuance and delivery of this Bond have been performed, existed and been done in accordance with law; and that annual ad valorem taxes sufficient to provide for the payment of the interest on and principal of this Bond, as such interest comes due and such principal matures, have been levied and ordered to be levied against all taxable property in said Issuer, and have been pledged for such payment, within the limit prescribed by law. THE ISSUER HAS RESERVED THE RIGHT to amend the Bond Ordinance as provided therein, and under some (but not all) circumstances amendments thereto must be approved by the Registered Owners of a majority in aggregate principal amount of the outstanding Bonds. BY BECOMING the Registered Owner of this Bond, the Registered Owner thereby acknowledges all of the terms and provisions of the Bond Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Bond Ordinance is duly recorded and available for inspection in the official minutes and records of the governing body of the Issuer, and agrees that the terms and provisions of this Bond and the Bond Ordinance constitute a contract between each Registered Owner hereof and the Issuer. 195 Page 12 IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the manual or facsimile signature of the Mayor of the Issuer (or in the Mayor's absence, of the Mayor Pro-Tem) and countersigned with the manual or facsimile signature of the City Secretary of said Issuer, and has caused the official seal of the Issuer to be duly impressed, or placed in facsimile, on this Bond. (signature) (signature) City Secretary Mayor (SEAL) [INSERT BOND INSURANCE LEGEND, IF ANY] (b) [Form of Paying Agent/Registrar's Authentication Certificate] PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE (To be executed if this Bond is not accompanied by an executed Comptroller's Registration Certificate) It is hereby certified that this Bond has been issued under the provisions of the Bond Ordinance described in the text of this Bond; and that this Bond has been issued in conversion or replacement of, or in exchange for, a bond, bonds, or a portion of a bond or bonds of a series that originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. Dated: _______________ ________________________________ BOKF, NA, Dallas, Texas Paying Agent/Registrar By:______________________________ Authorized Representative (c) [Form of Assignment] ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto _______________________________________________________________________________. Please insert Social Security or Taxpayer Identification Number of Transferee ______________________________________________________________________________ (Please print or typewrite name and address, including zip code, of Transferee.) ______________________________________________________________________________ the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints ___________________________________________, attorney, to register the transfer of the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: ___________________________ 196 Page 13 Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by an eligible guarantor institution participating in a securities transfer association recognized signature guarantee program. NOTICE: The signature above must correspond with the name of the Registered Owner as it appears upon the front of this bond in every particular, without alteration or enlargement or any change whatsoever. (d) [Form of Comptroller's Registration Certificate] COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO. ___________ I hereby certify that this Bond has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and that this Bond has been registered by the Comptroller of Public Accounts of the State of Texas. Witness my signature and seal this __________________________________________ Comptroller of Public Accounts of the State of Texas (COMPTROLLER'S SEAL) (e) [Initial Bond Insertions] (i) The Initial Bond for each Series of Bonds shall be in the form set forth in paragraph (a) of this Section, except that: A. immediately under the name of the Bond, the headings “Interest Rate” and “Maturity Date” shall both be completed with the words “As shown below” and “CUSIP No. _____” shall be deleted. B. the first paragraph shall be deleted and the following will be inserted: “THE CITY OF DENTON, TEXAS, in Denton County, Texas (the “Issuer”), being a political subdivision and municipal corporation of the State of Texas, hereby promises to pay to the Registered Owner specified above, or registered assigns (hereinafter called the “Registered Owner”), on February 15 in each of the years, in the principal installments and bearing interest at the per annum rates set forth in the following schedule: Years Principal Installments Interest Rates (Information from Pricing Certificate to be inserted) 197 Page 14 The Issuer promises to pay interest on the unpaid principal amount hereof (calculated on the basis of a 360- day year of twelve 30-day months) from the Delivery Date at the respective Interest Rate per annum specified above. Interest is payable on ____________, 20__, and semiannually on each ____________ and ____________ thereafter to the date of payment of the principal installment specified above, or the date of redemption prior to maturity; except, that if this Bond is required to be authenticated and the date of its authentication is later than the first Record Date (hereinafter defined), such Principal Amount shall bear interest from the interest payment date next preceding the date of authentication, unless such date of authentication is after any Record Date but on or before the next following interest payment date, in which case such principal amount shall bear interest from such next following interest payment date; provided, however, that if on the date of authentication hereof the interest on the Bond or Bonds, if any, for which this Bond is being exchanged is due but has not been paid, then this Bond shall bear interest from the date to which such interest has been paid in full.” C. The Initial Bond shall be numbered “T-1.” SECTION 5. INTEREST AND SINKING FUND. (a) A special Interest and Sinking Fund (the “Interest and Sinking Fund”) is hereby created solely for the benefit of the Bonds, and the Interest and Sinking Fund shall be established and maintained by the Issuer at an official depository bank of the Issuer. The Interest and Sinking Fund shall be kept separate and apart from all other funds and accounts of the Issuer, and shall be used only for paying the interest on and principal of the Bonds. All ad valorem taxes levied and collected for and on account of the Bonds, together with any accrued interest received upon sale of the Bonds, shall be deposited, as collected, to the credit of the Interest and Sinking Fund. During each year while any of the Bonds or interest thereon are outstanding and unpaid, the governing body of the Issuer shall compute and ascertain a rate and amount of ad valorem tax which will be sufficient to raise and produce the money required to pay the interest on the Bonds as such interest becomes due, and to provide and maintain a sinking fund adequate to pay the principal of its Bonds as such principal matures or is scheduled for redemption (but never less than 2% of the original principal amount of the Bonds as a sinking fund each year). Said tax shall be based on the latest approval tax rolls of the Issuer, with full allowance being made for tax delinquencies and the cost of tax collection. Said rate and amount of ad valorem tax is hereby levied, and is hereby ordered to be levied, against all taxable property in the Issuer for each year while any of the Bonds or interest thereon are outstanding and unpaid; and said tax shall be assessed and collected each such year and deposited to the credit of the aforesaid Interest and Sinking Fund. Said ad valorem taxes sufficient to provide for the payment of the interest on and principal of the Bonds, as such interest comes due and such principal matures or is scheduled for redemption, are hereby pledged for such payment, within the limit prescribed by law. Notwithstanding the requirements of this Section, if Surplus Revenues or other lawfully available moneys of the Issuer are actually on deposit or budgeted and appropriated to be deposited in the Interest and Sinking Fund in advance of the time when ad valorem taxes are scheduled to be levied for any year, then the amount of taxes that otherwise would have been required to be levied pursuant to this Section may be reduced to the extent and by the amount of the Surplus Revenues or other lawfully available funds then on deposit or budgeted and appropriated to be deposited in the Interest and Sinking Fund. For purposes of this Section, “Surplus Revenues” means revenues derived by the Issuer from the ownership and operation of the Issuer's Utility System (consisting of its combined waterworks system, sanitary sewer system, and electric light and power system) that remain after the payment of all maintenance and operation expenses thereof, and all debt service, reserve and other requirements in connection with all of the Issuer's revenue obligations (now or hereafter outstanding) or contractual obligations (now or hereafter existing) which are payable from all or any part of the net revenues of the Issuer's Utility System. If Surplus Revenues are budgeted and appropriated for deposit into the Interest and Sinking Fund, the Issuer: 198 Page 15 (i) shall transfer and deposit in the Interest and Sinking Fund each month an amount of not less than 1/12th of the annual debt service on the Bonds to be paid from Surplus Revenues until the amount on deposit in the Interest and Sinking Fund equals the amount required for annual debt service on the Bonds; (ii) shall establish, adopt and maintain an annual budget that provides for either the monthly deposit of sufficient Surplus Revenues and/or tax revenues, the monthly deposit of any other legally available funds on hand at the time of the adoption of the annual budget, or a combination thereof, into the Interest and Sinking Fund for the repayment of the Bonds; and (iii) shall at all times maintain and collect sufficient Utility System rates and charges in conjunction with any other legally available funds that, after payment of the costs of operating and maintaining the Utility System, produce revenues in an amount not less than the debt service requirements of all outstanding Utility System revenue bonds of the Issuer and other obligations of the Issuer which are secured in whole or in part by a pledge of revenues of the Utility System and for which the Issuer is budgeting the repayment of such obligations from the revenues of the Utility System, or the Issuer shall provide documentation which evidences the levy of an ad valorem tax rate dedicated to the Interest and Sinking Fund, in conjunction with any other legally available funds except Utility System rates and charges, sufficient for the repayment of Utility System debt service requirements. (b) Chapter 1208, Texas Government Code, applies to the issuance of the Bonds and the pledge of the taxes granted by the Issuer under this Section and Section 9, respectively, and is therefore valid, effective, and perfected. Should Texas law be amended at any time while the Bonds are outstanding and unpaid, the result of such amendment being that the pledge of the taxes granted by the Issuer under this Section is to be subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, in order to preserve to the Registered Owners of the Bonds a security interest in said pledge, the Issuer agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, Texas Business & Commerce Code and enable a filing of a security interest in said pledge to occur. SECTION 6. DEFEASANCE OF BONDS. (a) Any Bond and the interest thereon shall be deemed to be paid, retired and no longer outstanding (a “Defeased Bond”) within the meaning of this Ordinance, except to the extent provided in subsection (d) of this Section, when payment of the principal of such Bond, plus interest thereon to the due date (whether such due date be by reason of maturity or otherwise) either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided for on or before such due date by irrevocably depositing with or making available to the Paying Agent/Registrar in accordance with an escrow agreement or other instrument (the “Future Escrow Agreement”) for such payment (1) lawful money of the United States of America sufficient to make such payment or (2) Government Obligations that mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money to provide for such payment, and when proper arrangements have been made by the Issuer with the Paying Agent/Registrar for the payment of its services until all Defeased Bonds shall have become due and payable. At such time as a Bond shall be deemed to be a Defeased Bond hereunder, as aforesaid, such Bond and the interest thereon shall no longer be secured by, payable from, or entitled to the benefits of, the ad valorem taxes herein levied and pledged as provided in this Ordinance, and such principal and interest shall be payable solely from such money or Government Obligations. Notwithstanding any other provision of this Ordinance to the contrary, it is hereby provided that any determination not to redeem Defeased Bonds that is made in conjunction with the payment arrangements specified in Subsection (a)(i) or (ii) of this Section shall not be irrevocable, provided that: (1) in the proceedings providing for such 199 Page 16 payment arrangements, the Issuer expressly reserves the right to call the Defeased Bonds for redemption; (2) gives notice of the reservation of that right to the Registered Owners of the Defeased Bonds immediately following the making of the payment arrangements; and (3) directs that notice of the reservation be included in any redemption notices that it authorizes. (b) Any moneys so deposited with the Paying Agent/Registrar may at the written direction of the Issuer be invested in Government Obligations, maturing in the amounts and times as hereinbefore set forth, and all income from such Government Obligations received by the Paying Agent/Registrar that is not required for the payment of the Bonds and interest thereon, with respect to which such money has been so deposited, shall be turned over to the Issuer, or deposited as directed in writing by the Issuer. Any Future Escrow Agreement pursuant to which the money and/or Government Obligations are held for the payment of Defeased Bonds may contain provisions permitting the investment or reinvestment of such moneys in Government Obligations or the substitution of other Government Obligations upon the satisfaction of the requirements specified in Subsection (a)(i) or (ii) of this Section. All income from such Government Obligations received by the Paying Agent/Registrar which is not required for the payment of the Defeased Bonds, with respect to which such money has been so deposited, shall be remitted to the Issuer or deposited as directed in writing by the Issuer. (c) Unless modified in a Pricing Certificate, the term “Government Obligations” means any securities and obligations now or hereafter authorized by state law that are eligible to discharge obligations such as the Bonds, including (i) direct, noncallable obligations of the United States of America, including obligations that are unconditionally guaranteed by the United States of America, (ii) noncallable obligations of an agency or instrumentality of the United States of America, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the governing body of the Issuer adopts or approves the proceedings authorizing the financial arrangements, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent, and (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the governing body of the Issuer adopts or approves the proceedings authorizing the financial arrangements, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent. (d) Until all Defeased Bonds shall have become due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Bonds the same as if they had not been defeased, and the Issuer shall make proper arrangements to provide and pay for such services as required by this Ordinance. (e) In the event that the Issuer elects to defease less than all of the principal amount of Bonds of a maturity, the Paying Agent/Registrar shall select, or cause to be selected, such amount of Bonds by such random method as it deems fair and appropriate. SECTION 7. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS. (a) Replacement Bonds. In the event any outstanding Bond is damaged, mutilated, lost, stolen or destroyed, the Paying Agent/Registrar shall cause to be printed, executed and delivered, a new Bond of the same Series, principal amount, maturity and interest rate, as the damaged, mutilated, lost, stolen or destroyed Bond, in replacement for such Bond in the manner hereinafter provided. (b) Application for Replacement Bonds. Application for replacement of damaged, mutilated, lost, stolen or destroyed Bonds shall be made by the Registered Owner thereof to the Paying Agent/Registrar. In every case of loss, theft or destruction of a Bond, the Registered Owner applying for a replacement Bond 200 Page 17 shall furnish to the Issuer and to the Paying Agent/Registrar such security or indemnity as may be required by them to save each of them harmless from any loss or damage with respect thereto. Also, in every case of loss, theft or destruction of a Bond, the Registered Owner shall furnish to the Issuer and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft or destruction of such Bond, as the case may be. In every case of damage or mutilation of a Bond, the Registered Owner shall surrender to the Paying Agent/Registrar for cancellation the Bond so damaged or mutilated. (c) No Default Occurred. Notwithstanding the foregoing provisions of this Ordinance, in the event any such Bond shall have matured, and no default has occurred that is then continuing in the payment of the principal of, redemption premium, if any, or interest on the Bond, the Issuer may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Bond) instead of issuing a replacement Bond, provided security or indemnity is furnished as above provided in this Section. (d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement Bond, the Paying Agent/Registrar shall charge the Registered Owner of such Bond with all legal, printing, and other expenses in connection therewith. Every replacement Bond issued pursuant to the provisions of this Section by virtue of the fact that any Bond is lost, stolen or destroyed shall constitute a contractual obligation of the Issuer whether or not the lost, stolen or destroyed Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and proportionately with any and all other Bonds duly issued under this Ordinance. (e) Authority for Issuing Replacement Bonds. In accordance with Sec. 1206.022, Government Code, this Section 7 of this Ordinance shall constitute authority for the issuance of any such replacement Bond without necessity of further action by the governing body of the Issuer or any other body or person, and the duty of the replacement of such Bonds is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Bonds in the form and manner and with the effect, as provided in Section 3(a) of this Ordinance for Bonds issued in conversion and exchange for other Bonds. SECTION 8. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE PROVISION, IF OBTAINED; ENGAGEMENT OF BOND COUNSEL. (a) The Mayor of the Issuer is hereby authorized to have control of the Initial Bonds and all necessary records and proceedings pertaining to the Bonds pending its delivery and its investigation, examination, and approval by the Attorney General, and its registration by the Comptroller. Upon registration of the Initial Bond of a Series said Comptroller (or a deputy designated in writing to act for said Comptroller) shall manually sign the Comptroller's Registration Certificate attached to such Bond, and the seal of said Comptroller shall be impressed, or placed in facsimile, on such Bond. The approving legal opinion of the Issuer's Bond Counsel and the assigned CUSIP numbers may, at the option of the Issuer, be printed on the Bonds issued and delivered under this Ordinance, but neither shall have any legal effect, and shall be solely for the convenience and information of the Registered Owners of the Bonds. In addition, if bond insurance is obtained, the insured Bonds may bear an appropriate legend as provided by the insurer. (b) The obligation of the Purchaser to accept delivery of a Series of Bonds is subject to the Purchaser being furnished with the final, approving opinion of McCall, Parkhurst & Horton L.L.P., bond counsel to the Issuer, which opinion shall be dated as of and delivered on the date of initial delivery of the Series of Bonds to the Purchaser. 201 Page 18 SECTION 9. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE BONDS. (a) Covenants. The Issuer covenants to take any action necessary to assure, or refrain from any action that would adversely affect, the treatment of the Bonds as obligations described in section 103 of the Internal Revenue Code of 1986, as amended (the “Code”), the interest on which is not includable in the “gross income” of the holder for purposes of federal income taxation. In furtherance thereof, the Issuer covenants as follows: (1) to take any action to assure that no more than 10 percent of the proceeds of a Series of Bonds or the projects financed therewith (less amounts deposited to a reserve fund, if any) are used for any “private business use,” as defined in section 141(b)(6) of the Code or, if more than 10 percent of the proceeds or the projects financed or refinanced therewith are so used, such amounts, whether or not received by the Issuer, with respect to such private business use, do not, under the terms of this Ordinance or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10 percent of the debt service on a Series of Bonds, in contravention of section 141(b)(2) of the Code; (2) to take any action to assure that in the event that the “private business use” described in subsection (1) hereof exceeds 5 percent of the proceeds of a Series of Bonds or the projects financed therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent is used for a “private business use” that is “related” and not “disproportionate,” within the meaning of section 141(b)(3) of the Code, to the governmental use; (3) to take any action to assure that no amount that is greater than the lesser of $5,000,000, or 5 percent of the proceeds of a Series of Bonds (less amounts deposited into a reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state or local governmental units, in contravention of section 141(c) of the Code; (4) to refrain from taking any action that would otherwise result in the Bonds being treated as “private activity bonds” within the meaning of section 141(b) of the Code; (5) to refrain from taking any action that would result in the Bonds being “federally guaranteed” within the meaning of section 149(b) of the Code; (6) to refrain from using any portion of the proceeds of a Series of Bonds, directly or indirectly, to acquire or to replace funds that were used, directly or indirectly, to acquire investment property (as defined in section 148(b)(2) of the Code) that produces a materially higher yield over the term of the Series of Bonds, other than investment property acquired with: (A) proceeds of the Series of Bonds invested for a reasonable temporary period of 3 years or less or, in the case of a refunding bond, for a period of 90 days or less until such proceeds are needed for the purpose for which the bonds are issued, (B) amounts invested in a bona fide debt service fund, within the meaning of section 1.148-1(b) of the rules and regulations of the United States Department of the Treasury (“Treasury Regulations”), and (C) amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10 percent of the proceeds of the Series of Bonds; 202 Page 19 (7) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene the requirements of section 148 of the Code (relating to arbitrage); (8) to refrain from using the proceeds of the Bonds or proceeds of any prior bonds to pay debt service on another issue more than 90 days after the date of issue of the Bonds in contravention of the requirements of section 149(d) of the Code (relating to advance refundings); and (9) to pay to the United States of America at least once during each five-year period (beginning on the date of delivery of a Series of Bonds) an amount that is at least equal to 90 percent of the “Excess Earnings,” within the meaning of section 148(f) of the Code and to pay to the United States of America, not later than 60 days after the Series of Bonds have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code. (b) Rebate Fund. In order to facilitate compliance with the above covenant (a)(9), a “Rebate Fund” is hereby established by the Issuer for the sole benefit of the United States of America, and such Rebate Fund shall not be subject to the claim of any other person, including without limitation the Bondholders. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code. (c) Use of Proceeds. The Issuer understands that the term “proceeds” includes “disposition proceeds” as defined in the Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date of issuance of the Bonds. It is the understanding of the Issuer that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the United States Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated that modify or expand provisions of the Code, as applicable to the Bonds, the Issuer will not be required to comply with any covenant contained herein to the extent that such failure to comply, in the opinion of nationally recognized bond counsel, will not adversely affect the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In the event that regulations or rulings are hereafter promulgated that impose additional requirements applicable to the Bonds, the Issuer agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In furtherance of such intention, the Issuer hereby authorizes and directs the Mayor or Pricing Officer to execute any documents, certificates or reports required by the Code and to make such elections, on behalf of the Issuer, that may be permitted by the Code as are consistent with the purpose for the issuance of the Bonds. (d) Allocation of, and Limitation on, Expenditures for the Projects. The Issuer covenants to account for the expenditure of sale proceeds and investment earnings to be used for the construction and acquisition of the projects refinanced by the Bonds (the “Projects”) on its books and records in accordance with the requirements of the Code. The Issuer recognizes that in order for the proceeds to be considered used for the reimbursement of costs, the proceeds must be allocated to expenditures within 18 months of the later of the date that (1) the expenditure is made, or (2) the Projects are completed; but in no event later than three years after the date on which the original expenditure is paid. The foregoing notwithstanding, the Issuer recognizes that in order for proceeds to be expended under the Code, the sale proceeds or investment earnings must be expended no more than 60 days after the earlier of (1) the fifth anniversary of the delivery of the Series of Bonds, or (2) the date the Series of Bonds are retired. The Issuer agrees to obtain the advice of nationally-recognized bond counsel if such expenditure fails to comply with the foregoing to assure that such expenditure will not adversely affect the tax-exempt status of the Bonds. For purposes hereof, the issuer shall not be obligated to comply with this covenant if it obtains an opinion that such failure to comply 203 Page 20 will not adversely affect the excludability for federal income tax purposes from gross income of the interest. (e) Disposition of Projects. The Issuer covenants that the property constituting the Projects will not be sold or otherwise disposed in a transaction resulting in the receipt by the Issuer of cash or other compensation, unless any action taken in connection with such disposition will not adversely affect the tax- exempt status of the Bonds. For purposes of the foregoing, the Issuer may rely on an opinion of nationally- recognized bond counsel that the action taken in connection with such sale or other disposition will not adversely affect the tax-exempt status of the Bonds. For purposes of the foregoing, the portion of the property comprising personal property and disposed in the ordinary course shall not be treated as a transaction resulting in the receipt of cash or other compensation. For purposes hereof, the Issuer shall not be obligated to comply with this covenant if it obtains an opinion that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest. SECTION 10. SALE OF BONDS; APPROVAL OF OFFICIAL STATEMENT; BOND INSURANCE; FURTHER PROCEDURES. (a) Each Series of Bonds shall be sold and delivered subject to the provisions of Section 1 and Section 2 hereof through a negotiated sale, competitive sale or private placement and pursuant to the terms and provisions of a purchase contract or a notice of sale and official bid form (in either case, the “Purchase Agreement”), the terms and provisions of which are to be determined by the Pricing Officer in accordance with Section 2 hereof, and in which the purchaser or purchasers of the Series of Bonds (the “Purchaser”) shall be designated. The Pricing Officer is hereby authorized to execute and deliver the Purchase Agreement for and on behalf of the Issuer. Each Series of Bonds shall initially be registered in the name of the Purchaser or its designee. (b) The Pricing Officer is hereby authorized to approve the preliminary official statement, the official statement or any other offering document relating to a Series of Bonds and any addenda, supplement or amendment thereto (collectively, the "Offering Documents"). The District approves the distribution of such Offering Documents in the reoffering of the Bonds by the Purchaser, with such changes therein or additions thereto as a Pricing Officer may deem advisable. (c) The Pricing Officer is authorized, in connection with effecting the sale of a Series of Bonds, to obtain from a municipal bond insurance company so designated in the Pricing Certificate (the “Insurer”) a municipal bond insurance policy (the “Insurance Policy”) in support of the Series of Bonds. To that end, should the Pricing Officer exercise such authority and commit the Issuer to obtain a municipal bond insurance policy, for so long as the Insurance Policy is in effect, the requirements of the Insurer relating to the issuance of the Insurance Policy as set forth in the Pricing Certificate are incorporated by reference into this Ordinance and made a part hereof for all purposes, notwithstanding any other provision of this Ordinance to the contrary. The Pricing Officer shall have the authority to execute any documents to effect the issuance of the Insurance Policy by the Insurer, including commitment agreements, membership agreements in mutual insurance companies and other similar agreements. (d) The Mayor and Mayor Pro Tem, the City Manager, Pricing Officer and City Secretary and all other officers, employees and agents of the Issuer, and each of them, shall be and they are hereby expressly authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the Issuer a Paying Agent/Registrar Agreement with the Paying Agent/Registrar and all other instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, any Pricing Certificate, the Bonds, the sale of the Bonds, any Purchase Agreement and the Official Statement. In case any officer whose signature shall appear on any Bond shall 204 Page 21 cease to be such officer before the delivery of such Bond, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. SECTION 11. [RESERVED]. SECTION 12. INVESTMENTS. (a) The Issuer may invest amounts deposited into the Interest and Sinking Fund in investments authorized by the Public Funds Investment Act, Chapter 2256, Texas Government Code, as amended. (b) All deposits authorized or required by this Ordinance shall be secured to the fullest extent required by law for the security of public funds. SECTION 13. COMPLIANCE WITH RULE 15c2-12. (a) Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: “Financial Obligation” means a (i) debt obligation, (ii) derivative instrument entered into in connection with or pledged as security or a source of payment for, an existing or planned debt obligation, or (iii) a guarantee of (i) or (ii); provided however, that a “financial obligation” shall not include municipal securities as to which a final official statement (as defined in the Rule) has been provided to the MSRB consistent with the Rule. “MSRB” means the Municipal Securities Rulemaking Board. “Rule” means SEC Rule 15c2-12, as amended from time to time. “SEC” means the United States Securities and Exchange Commission. (b) Annual Reports. (i) The Issuer shall provide annually to the MSRB, in the electronic format prescribed by the MSRB, financial information and operating data (the “Annual Operating Report”) with respect to the Issuer of the general type included in the final Offering Document for a Series of Bonds authorized by this Ordinance, being the information described in the Pricing Certificate for the Series of Bonds. The Issuer will additionally provide financial statements of the Issuer (the “Financial Statements”), that will be (i) prepared in accordance with the accounting principles described in the Pricing Certificate for the Series of Bonds or such other accounting principles as the Issuer may be required to employ from time to time pursuant to State law or regulation and shall be in substantially the form included in the final Official Statement and (ii) audited, if the Issuer commissions an audit of such Financial Statements and the audit is completed within the period during which they must be provided. The Issuer will update and provide the Annual Operating Report within six months after the end of each fiscal year and the Financial Statements within 12 months of the end of each fiscal year, in each case beginning with the fiscal year ending in and after the fiscal year designated in the Pricing Certificate for the Series of Bonds. The Issuer may provide the Financial Statements earlier, including at the time it provides its Annual Operating Report, but if the audit of such Financial Statements is not complete within 12 months after any such fiscal year end, then the Issuer shall file unaudited Financial Statements within such 12-month period and audited Financial Statements for the applicable fiscal year, when and if the audit report on such Financial Statements becomes 205 Page 22 available. All documents provided to the MSRB pursuant to this Section shall be accompanied by identifying information as prescribed by the MSRB. (ii) If the Issuer changes its fiscal year, it will notify the MSRB of the change (and of the date of the new fiscal year end) prior to the next date by which the Issuer otherwise would be required to provide financial information and operating data pursuant to this Section. The financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document, if it is available from the MSRB) that theretofore has been provided to the MSRB or filed with the SEC. (c) Event Notices. (i) The Issuer shall notify the MSRB in an electronic format as prescribed by the MSRB, in a timely manner (but not in excess of ten business days after the occurrence of the event) of any of the following events with respect to a Series of Bonds, if such event is material within the meaning of the federal securities laws: 1. Non-payment related defaults; 2. Modifications to rights of holders of the Series of Bonds; 3. Bond calls; 4. Release, substitution, or sale of property securing repayment of the Series of Bonds; 5. The consummation of a merger, consolidation, or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms; 6. Appointment of a successor or additional trustee or the change of name of a trustee; and 7. Incurrence of a Financial Obligation of the Issuer or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the Issuer, any of which affect security holders. (ii) The Issuer shall notify the MSRB in an electronic format as prescribed by the MSRB, in a timely manner (but not in excess of ten business days after the occurrence of the event) of any of the following events with respect to a Series of Bonds, without regard to whether such event is considered material within the meaning of the federal securities laws: 1. Principal and interest payment delinquencies; 2. Unscheduled draws on debt service reserves reflecting financial difficulties; 3. Unscheduled draws on credit enhancements reflecting financial difficulties; 4. Substitution of credit or liquidity providers, or their failure to perform; 5. Adverse tax opinions or the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701BTEB) or other material notices or determinations with respect to the tax-exempt status of the Series of Bonds, or other material events affecting the tax-exempt status of the Series of Bonds; 6. Tender offers; 7. Defeasances; 206 Page 23 8. Rating changes; 9. Bankruptcy, insolvency, receivership or similar event of an obligated person; and 10. Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the Issuer, any of which reflect financial difficulties. (iii) The Issuer shall notify the MSRB, in a timely manner, of any failure by the Issuer to provide financial information or operating data in accordance with subsection (b) of this Section by the time required by such subsection. (d) Limitations, Disclaimers, and Amendments. (i) The Issuer shall be obligated to observe and perform the covenants specified in this Section for a Series of Bonds for so long as, but only for so long as, the Issuer remains an “obligated person” with respect to the Series of Bonds within the meaning of the Rule, except that the Issuer in any event will give notice of any deposit made in accordance with this Ordinance or applicable law that causes the Series of Bonds no longer to be outstanding. (ii) The provisions of this Section are for the sole benefit of the Registered Owners and beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The Issuer undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the Issuer's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The Issuer does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. (iii) UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE REGISTERED OWNER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE ISSUER, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. (iv) No default by the Issuer in observing or performing its obligations under this Section shall comprise a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the Issuer under federal and state securities laws. (v) The provisions of this Section applicable to a Series of Bonds may be amended by the Issuer from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the Issuer, but only if (1) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Bonds of the Series in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule since such offering as well as such changed circumstances and (2) either (a) the Registered Owners of a majority in 207 Page 24 aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the outstanding Series of Bonds consent to such amendment or (b) a person that is unaffiliated with the Issuer (such as nationally recognized bond counsel) determined that such amendment will not materially impair the interest of the Registered Owners and beneficial owners of the Series of Bonds. The Issuer may also amend or repeal the provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling Bonds of the Series in the primary offering of the Bonds. If the Issuer so amends the provisions of this Section, it shall include with any amended financial information or operating data next provided in accordance with subsection (b) of this Section an explanation, in narrative form, of the reason for the amendment and of the impact of any change in the type of financial information or operating data so provided. (e) Amendment of the Rule. The provisions of this Section shall be revised by the Pricing Officer to reflect the requirements of the Rule if the Rule is amended after the adoption of this Ordinance but prior to the delivery of a Series of Bonds so as to permit an underwriter to purchase or sell the Series of Bonds in the primary offering of the Series in compliance with the Rule. Any such revisions shall be set forth in the Pricing Certificate for the Series of Bonds and are incorporated by reference into this Ordinance and made a part hereof for all purposes, notwithstanding any other provision of this Ordinance to the contrary. (f) Applicability of Section. Each Pricing Certificate shall designate whether this Section is to be applicable to the Series of Bonds issued pursuant to the Pricing Certificate. SECTION 14. METHOD OF AMENDMENT. The Issuer hereby reserves the right to amend this Ordinance subject to the following terms and conditions, to-wit: (a) The Issuer may from time to time, without the consent of any holder, except as otherwise required by paragraph (b) below, amend or supplement this Ordinance in order to (i) cure any ambiguity, defect or omission in this Ordinance that does not materially adversely affect the interests of the holders, (ii) grant additional rights or security for the benefit of the holders, (iii) add events of default as shall not be inconsistent with the provisions of this Ordinance and that shall not materially adversely affect the interests of the holders, (iv) qualify this Ordinance under the Trust Indenture Act of 1939, as amended, or corresponding provisions of federal laws from time to time in effect, or (v) make such other provisions in regard to matters or questions arising under this Ordinance as shall not be inconsistent with the provisions of this Ordinance and that shall not in the opinion of the Issuer's Bond Counsel materially adversely affect the interests of the holders. (b) Except as provided in paragraph (a) above, the holders of a Series of Bonds aggregating in principal amount a majority of the aggregate principal amount of then outstanding Bonds of that Series that are the subject of a proposed amendment shall have the right from time to time to approve any amendment hereto that may be deemed necessary or desirable by the Issuer; provided, however, that without the consent of 100% of the holders in aggregate principal amount of the then outstanding Bonds of a Series, nothing herein contained shall permit or be construed to permit amendment of the terms and conditions of this Ordinance or in any of the Bonds of a Series so as to: (1) Make any change in the maturity of any of the outstanding Bonds of the Series; (2) Reduce the rate of interest borne by any of the outstanding Bonds of the Series; 208 Page 25 (3) Reduce the amount of the principal of, or redemption premium, if any, payable on any outstanding Bonds of the Series; (4) Modify the terms of payment of principal or of interest or redemption premium on outstanding Bonds of the Series or any of them or impose any condition with respect to such payment; or (5) Change the minimum percentage of the principal amount of Bonds of the Series necessary for consent to such amendment. (c) If at any time the Issuer shall desire to amend this Ordinance under this Section, the Issuer shall send by U.S. mail to each Registered Owner of the affected Bonds a copy of the proposed amendment and cause notice of the proposed amendment to be published at least once in a financial publication published in The City of New York, New York or in the State of Texas. Such published notice shall briefly set forth the nature of the proposed amendment and shall state that a copy thereof is on file at the office of the Issuer for inspection by all holders of such Bonds. (d) Whenever at any time within one year from the date of publication of such notice the Issuer shall receive an instrument or instruments executed by the holders of at least a majority in aggregate principal amount of all of the Bonds of a Series then outstanding that are required for the amendment, which instrument or instruments shall refer to the proposed amendment and that shall specifically consent to and approve such amendment, the Issuer may adopt the amendment in substantially the same form. (e) Upon the adoption of any amendatory Ordinance pursuant to the provisions of this Section, this Ordinance shall be deemed to be modified and amended in accordance with such amendatory Ordinance, and the respective rights, duties, and obligations of the Issuer and all holders of such affected Bonds shall thereafter be determined, exercised, and enforced, subject in all respects to such amendment. (f) Any consent given by the holder of a Bond pursuant to the provisions of this Section shall be irrevocable for a period of six months from the date of the publication of the notice provided for in this Section, and shall be conclusive and binding upon all future holders of the same Bond during such period. Such consent may be revoked at any time after six months from the date of the publication of said notice by the holder who gave such consent, or by a successor in title, by filing notice with the Issuer, but such revocation shall not be effective if the holders of a majority in aggregate principal amount of the affected Series of Bonds then outstanding, have, prior to the attempted revocation, consented to and approved the amendment. For the purposes of establishing ownership of the Bonds, the Issuer shall rely solely upon the registration of the ownership of such Bonds on the Registration Books kept by the Paying Agent/Registrar. SECTION 15. DEFAULT AND REMEDIES. (a) Events of Default. Each of the following occurrences or events for the purpose of this Ordinance is hereby declared to be an Event of Default: (i) the failure to make payment of the principal of or interest on any of the Bonds when the same becomes due and payable; or (ii) default in the performance or observance of any other covenant, agreement or obligation of the Issuer, the failure to perform which materially, adversely affects the rights of the Registered 209 Page 26 Owners of the Bonds, including, but not limited to, their prospect or ability to be repaid in accordance with this Ordinance, and the continuation thereof for a period of 60 days after notice of such default is given by any Registered Owner to the Issuer. (b) Remedies for Default. (i) Upon the happening of any Event of Default, then and in every case, any Registered Owner or an authorized representative thereof, including, but not limited to, a trustee or trustees therefor, may proceed against the Issuer for the purpose of protecting and enforcing the rights of the Registered Owners under this Ordinance, by mandamus or other suit, action or special proceeding in equity or at law, in any court of competent jurisdiction, for any relief permitted by law, including the specific performance of any covenant or agreement contained herein, or thereby to enjoin any act or thing that may be unlawful or in violation of any right of the Registered Owners hereunder or any combination of such remedies. (ii) It is provided that all such proceedings shall be instituted and maintained for the equal benefit of all Registered Owners of Bonds then outstanding. (c) Remedies Not Exclusive. (i) No remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or under the Bonds or now or hereafter existing at law or in equity; provided, however, that notwithstanding any other provision of this Ordinance, the right to accelerate the debt evidenced by the Bonds shall not be available as a remedy under this Ordinance. (ii) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of any other available remedy. (iii) By accepting the delivery of a Bond authorized under this Ordinance, such Registered Owner agrees that the certifications required to effectuate any covenants or representations contained in this Ordinance do not and shall never constitute or give rise to a personal or pecuniary liability or charge against the officers, employees or agents of the Issuer or the members of its governing body. SECTION 16. APPROVAL OF ESCROW AGREEMENT AND TRANSFER OF FUNDS. In furtherance of authority granted by Section 1207.007(b), Texas Government Code, the Mayor or a Pricing Officer are further authorized to enter into and execute on behalf of the Issuer with the escrow agent named therein, an escrow agreement, deposit agreement or other similar agreement, in the form and substance as shall be approved by the Pricing Officer, which agreement will provide for the payment in full of the Refunded Notes. In addition, the Mayor, Pricing Officer or other officer of the Issuer is authorized to purchase such securities, to execute such subscriptions for the purchase of the Escrowed Securities, (as defined in the agreement), if any, and to authorize such contributions to the escrow fund as provided in the agreement. SECTION 17. REDEMPTION OF REFUNDED NOTES. (a) The Refunded Notes shall be paid upon the earlier of their stated maturity dates or the earliest redemption dates for which notice of redemption can be given pursuant to the Master ECP Ordinance, in each case at a price of par plus accrued interest to the date of payment. As soon as practicable after sale of a Series of Bonds, appropriate notices of redemption shall be delivered to the paying agent/registrar for the 210 Page 27 Refunded Notes to notify, in accordance with the requirements of the Master ECP Ordinance, the owners of the Refunded Notes of the call for redemption thereof. (b) In addition, the paying agent/registrar for the Refunded Notes is hereby directed to provide the appropriate notices of redemption and defeasance as specified by the Master ECP Ordinance and is hereby directed to make appropriate arrangements so that the Refunded Notes may be redeemed on their respective redemption dates. The Refunded Notes shall be presented for redemption at the paying agent/registrar therefore, and shall not bear interest after the date fixed for redemption. (c) Concurrently with the delivery of a Series of Bonds, the Issuer shall cause to be deposited an amount from the proceeds from the sale of the Bonds, together with, to the extent necessary, available funds of the Issuer, with the paying agent/registrar for the Refunded Notes or placed in escrow with the escrow agent, pursuant to an escrow agreement approved in Section 16 of this Ordinance, sufficient to provide for the payment at maturity or the refunding and redemption, on the date or dates fixed for redemption, of all of the Refunded Notes, in accordance with Subchapter C of Chapter 1207, Texas Government Code, as amended. SECTION 18. APPROPRIATION. To pay the debt service coming due on the Bonds, if any, prior to receipt of the taxes levied to pay such debt service, there is hereby appropriated from current funds on hand, which are hereby certified to be on hand and available for such purpose, an amount, which together with capitalized interest received from the sale of the Bonds, if any, will be sufficient to pay such debt service, and such amount shall be used for no other purpose. SECTION 19. EFFECTIVE DATE. In accordance with the provisions of Texas Government Code Section 1201.028, this Ordinance shall be effective immediately upon its adoption by the City Council. SECTION 20. SEVERABILITY. If any section, article, paragraph, sentence, clause, phrase or word in this Ordinance, or application thereof to any persons or circumstances is held invalid or unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of the remaining portion of this Ordinance, despite such invalidity, which remaining portions shall remain in full force and effect. 211 Page 28 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: 212 PASSED, APPROVED AND EFFECTIVE this 6th day of April, 2021. __________________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: __________________________________ Digitally signed by Mack Reinwand Date: 2021.03.29 21:57:06 -05'00' 213 SCHEDULE I November 5, 2019 Election Voted Bonds Purpose Amount Authorized Amount Previously Issued* Unissued Balance Street Improvements $154,000,000 $9,100,000 $144,900,000 Police Public Safety Facilities $61,900,000 $4,000,000 $57,900,000 Land for Parks $5,000,000 $0 $5,000,000 * Includes principal and premium 214 Commercial Paper Program GO Bond Refunding Authority Cassey Ogden Director of Finance April 6, 2021 File ID 21-580 1 215 Overview •Due to the size of the 2019 Bond Election, the City Council adopted a master ordinance on April 7, 2020 establishing the Extendable Commercial Paper (“ECP”) program. This provides a cost- effective interim financing option to manage the bond program. •This Ordinance is an integral part of the ECP program because it provides delegated authority that allows refunding bonds to be issued, within certain parameters, in the unlikely event that commercial paper is issued and cannot otherwise be retired or defeased by the maturity date. (270 days). •No commercial paper has been issued using the GO ECP program. 2File ID 21-580; April 6, 2021 216 Benefits of CP Program 3 •Appropriation Authority •State law requires the City to have an identified source of funds to effect the payment of the obligation before the City can enter into a contract. •Immediate access to funds with in 1-2 days. Notes would only be issued when interim needs arise. •Lowest short-term interest rates. •Debt issuance can more closely align with project timelines. File ID 21-580; April 6, 2021 217 Benefits of Annual Refunding Ordinance 4 •Provides Staff the flexibility to sell GO refunding bonds to pay off the commercial paper outside of the City’s normal financing routine should it be necessary. •The City can potentially avoid additional costs of step up rates by not having to extend the commercial paper term. •Rating agencies view the refunding ordinance as a positive measure that ensures the City has a quick and viable means of paying off maturing commercial paper. •Potential investors view the refunding ordinance as a positive measure. File ID 21-580; April 6, 2021 218 Questions? 7File ID 21-580; April 6, 2021 219 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-595,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 second amendment to a contract between the City of Denton and Mega Promotions,Inc., amending the contract approved by City Council on June 5,2018,for food and beverage concession services for the Parks and Recreation Department;said second amendment to extend the term of the contract to January 5,2022;and providing an effective date (RFP 6650 -extending a contract with Mega Promotions,Inc.,to January 5, 2022). City of Denton Printed on 4/2/2021Page 1 of 1 powered by Legistar™220 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance ACM: David Gaines DATE: April 6, 2021 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the approval of the second amendment to a contract between the City of Denton and Mega Promotions, Inc., amending the contract approved by City Council on June 5, 2018, for food and beverage concession services for the Parks and Recreation Department; said second amendment to extend the term of the contract to January 5, 2022; and providing an effective date (RFP 6650 – extending a contract with Mega Promotions, Inc., to January 5, 2022). INFORMATION/BACKGROUND On June 5, 2018, City Council approved a food and beverage concessionaire services contract for the Parks and Recreation Department (PARD) programs for three years. PARD offers various sports tournaments, leagues, and special events from March-November of each year. In March 2020, COVID-19 impacted and canceled all PARD in-person programs through September 2020. The cancellation of such events did not allow Mega Promotions to provide any concessionaire services during this period. Concession services are needed for the following locations: North Lakes Softball Complex, Denia Softball Complex, and Vela Sports Complex. These complexes hold various sporting events, such as but are not limited to youth/adult softball, youth/adult soccer, youth/adult flag football, and adult rugby. Contracting out these concession stands was identified as a process improvement for PARD during the FY 2017-2018 budget presentation. The change in the service model is expected to save staff time by eliminating operation duties and reducing expenditures associated with purchasing goods and supplies. PARD will continue to be responsible for scheduled maintenance and related costs for the concession's required upkeep. There are no additional expenditures associated with the implementation of an outside service contract. Besides saving City resources, other advantages considered include expanded menu options and improved customer service by professionals with extensive experience in the concession business. Contracting the concession stands was also expected to increase net revenue. In extending this contract, PARD will continue to improve efficiencies, expand product offerings, and increase customer service. By reducing staff time dedicated to operating concessions, the athletics division's temporary/seasonal staff will be able to redirect resources to monitoring league games, providing customer assistance, and managing incidents/accidents at the softball complexes. This will provide a greater customer service experience to our league patrons. Professional staff time will be better utilized by implementing and managing our athletics program offerings. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 221 PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On August 24, 2020, the Parks, Recreation, and Beautification Board (PRBB) recommended approval (6- 0) on this item to the City Council for consideration. On January 17, 2019, Purchasing approved a contract with Mega Promotions, Inc. On June 5, 2018, City Council approved a contract with Mega Promotions, Inc. (Ordinance 18-604). RECOMMENDATION Award Amendment No. 2 with Mega Promotions, Inc., to continue to provide food and beverage concession services to Parks & Recreation customers, for a contract extension through January 5, 2022. PRINCIPAL PLACE OF BUSINESS Mega Promotions, Inc. Denton, TX ESTIMATED SCHEDULE OF PROJECT This contract will expire on January 5, 2022. FISCAL INFORMATION In accordance with Amendment 1, the City of Denton will receive 15% of gross sales for weeknight events, and 25% of gross sales for weekend events. The City will be responsible for maintaining the concession facility upon request of repairs and will be funded out of the Parks Recreation Fund. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Original Ordinance and Contract Exhibit 3: Amendment 1 Exhibit 4: Ordinance and Amendment 2 Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Chris Escoto, 940-349-8523. Legal point of contact: Marcella Lunn at 940-349-8333. 222 i • , A. ..: # .. . R... A ... . • .... , ... ' . . l .... '. ': .. .' .. . ... # ...... .. 1 .. ; WHEREAS, the City has salicited, received and evaluated campetitive proposals far faod and beverage concession services for the City of Denton; and w . • SECTIdN l. That the item in the following numbered request for proposal for services, shown in the "Request Prapasals" on file in the afiice of the Purchasing Agent, is accepted and approved as being the most advantageous to the City considering the evaluation factors included in the request far proposals. RFP NUMBER i;l I`,"+,C.""I"t.)R 6650 Mega Pramotions, Inc. SECTION 2. That by the acceptance and approval of the above numbered item of the submitted propasal, the City accepts the affer of the Contractor submitting the praposal for such item and agrees to the services to be pravided by the Contractar to the City and the payment to the City from the Cantractor in accordance with the terms, specificatians, and standards contained in the Proposal Invitations, Proposals, and related documents. SECTION 3. That should the City and Contractor submitting the approved and accepted item and of the submitted proposal enter into a farmal written agreement as a result of the acceptance, p ca zl, and +ing af the p°c aa als, the :'i Man r, or his designated repa.;t ive, is a;ra ra ur d to ;c.i. the written c.w e°act; pro i N that t W written contract is in ac K.•clw r e with the terms, canditions, specificatians, standards, services, and payment terms contained in the Proposal and related documents herein approved and accepted. This will be an initial one (1) year contract with aptians to extend the cantract for two (2) additianal one (1) year periods. 1 f C_'. The City Council of the City of Denton, Texas expressly delegates the authority to talce any actions that may be required ar permitted ta be performed by the City af Dentan under 223 the RFP 6650 to the City Manager, or his designee, SECTION 5. That this ordinance shall become effective immediately upon its passage and approvalm WWWWWWWW mm ordinance was made b asse ro andY..... seconded by ," ' " the ordmance as ved b the tion to y r r _ The mo m. . . .. ma.... p pp Y following vote - : u m.. Mayor Chris Watts: Gerard Hudspeth, District 1: Keely G. Briggs, District 2: Don Duff, District 3: John Ryan, District 4: Dalton Gregory, At Large Place 5: Paul Meltzer, At Large Place 6: Abstain Absent s _..._ _. w C.4 C 1; v'ATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY w , . BY• . w.,. ' _..... , °... I f _VED A" TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY; . 224 Docusign City Council Transmittal Coversheet File Name Purchasing Contact PUB Target Date City Council Target Date Contract Value Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 299D75BB-B1A8-440B-AE4A-92AFB8187DD9                 225 CONTRACT FOR FOOD AND BEVERAGE CONCESSION SERVICES This CONTRACT FOR FOOD AND BEVERAGE CONCESSION SERVICES (“Contract”) is made and hereby entered into by and between the City of Denton, Texas, a home-rule municipal corporation (“CITY”) and Mega Promotions, Inc., a Texas corporation (“MEGA”), with business offices located at 3481 Country Club Rd., Denton, Texas 76210. WITNESSETH WHEREAS, the CITY recognizes the importance of economic development within the City of Denton and supports a safe, livable, and family-friendly community; and WHEREAS, awarding this contract would provide food and beverage concession services at select City parks; and WHEREAS, this Contract serves a valid public purpose and is in the public interest; NOW, THEREFORE, for and in consideration of the prompt and timely delivery of concession services as specified herein and in consideration of the mutual covenants, responsibilities and duties herein contained, the parties hereto do mutually agree as follows: I. GRANT OF LICENSE The CITY does grant a non-exclusive license to MEGA for the use of certain real property and/or City-approved improvements (“Premises”), during the term of this Contract and any extension or renewal thereof; the Premises being more particularly described as: City of Denton North Lakes Recreation Center and Annex concession stands located at 2001 W. Windsor, Denton, Texas; and City of Denton Denia Park concession stands located at 1001 Parvin St, Denton, Texas. MEGA shall use the Premises only for the operation of a food and beverage items (“Concession Operation”). This Contract does not include authority for MEGA to sell other merchandise in conjunction with the Concession Operation, and MEGA shall not sell other merchandise without the prior written consent of the CITY, nor does this Contract prohibit the CITY from providing park or sports complex users or patrons free or discounted food and beverage items from time to time in conjunction with special events. These special events will require concessions to remain closed during activities. MEGA will not be affiliated with any City-sponsored events. It is expressly understood and agreed by MEGA that the CITY reserves the right to operate any additional concessions other than those granted to MEGA in the event the CITY determines that such additional concession operations are in the public interest. DocuSign Envelope ID: 299D75BB-B1A8-440B-AE4A-92AFB8187DD9 226 MEGA covenants and agrees it will not engage in any business or activity on the Premises or do anything in connection therewith which shall be in violation of any existing or future State, Federal or local law, ordinance, rule or regulation of any governmental authority, agency or department or to use the Premises in such manner as to constitute a common nuisance. II. CONTRACT TERM This contract shall be for a period of one (1) year and will commence upon the issuance of a Notice of Award by CITY. This contract shall automatically renew for two (2) additional one (1) year periods unless either parties notifies the other prior to the respective anniversary dates of issuance of the initial Notice of Award. The Director of Parks and Recreation or his designee reserves the right to regulate the hours that MEGA may use the Premises. It is expressly understood by MEGA that from time to time, due to the necessity of rescheduling for the benefit of the citizens of Denton, the Premises may not be available for use by MEGA. III. CONSIDERATION In consideration of the rights and privileges herein granted, MEGA shall pay to City 25 percent of gross sales. Such payment shall be due and payable to the CITY on a monthly basis no later than ten (10) working days following the end of each month. Payment may be made to the CITY’s Director of Parks and Recreation or his designee. IV. VARIETY AND PRICING OF FOOD AND BEVERAGE ITEMS MEGA is authorized to sell food and beverage items for which there shall be a reasonable demand. MEGA’S current prices for typical food and beverage items sold during concession is hereby attached and incorporated as Exhibit A. MEGA shall not sell alcoholic beverages on the Premises. It is the desire of the CITY to permit MEGA flexibility and control in the day-to-day merchandising and pricing of food and beverage items. The CITY, however, reserves the right to advise MEGA of retail selling prices of food and beverage items in the interest of the citizens of Denton. The CITY may require the sale of certain food and beverage items, which it considers essential to the concessions operation based on the demand of the citizens of Denton. MEGA shall submit a list to the Director of Parks and Recreation or his designee of those food and beverage items proposed for sale and their prices prior to beginning the concession operation. Thereafter, MEGA shall update and resubmit the list as necessary. Failure to comply may be a basis for termination of this Contract. Vending machines shall not be used in conjunction with the concession operation. DocuSign Envelope ID: 299D75BB-B1A8-440B-AE4A-92AFB8187DD9 227 V. PERSONNEL MEGA agrees to staff the concession operation with a sufficient number of employees and to be responsible for the supervision of those employees. VI. UTILITIES Water, sewer and electrical utilities to the Premises shall be provided by the CITY, without cost to MEGA, but MEGA shall be responsible for all other utility costs, including telephone service. Any additional outlets for electrical, water, sewer or other utilities desired by MEGA shall be installed at MEGA’s expense upon prior approval of the CITY. In the event of a utility outage, for whatever reason, the CITY shall not be responsible for any loss sustained by MEGA. VII. SANITATION AND CLEANLINESS MEGA agrees to conduct the concession operation and to maintain the Premises in a sanitary and clean condition during MEGA’s use of the Premises. MEGA shall at all times comply with existing ordinances and State and Federal law regarding food establishments. MEGA further agrees that its Premises and services shall at all times be subject to inspection by the CITY. However, the CITY is under no duty or obligation to inspect the Premises or services. VIII. CONSTRUCTION AND IMPROVEMENTS Should MEGA plan to construct any improvements on the Premises, all plans and specifications for improvements will be approved by the CITY in writing prior to the start of construction. All construction will be in compliance with the relevant codes of the CITY and other federal, state and local laws, ordinances, rules and regulations. The complete cost of developing all the necessary plans and specifications, excavations(s), location and platting of utility lines and construction of the proposed improvements shall be borne entirely by MEGA at no expense to the CITY whatsoever. Additionally, MEGA shall, without cost to the CITY, furnish the CITY with payment and performance bonds (or MEGA’s contractor or subcontractor shall supply same to the CITY), written by a surety acceptable to the CITY in an amount equal to the estimated cost of constructing the proposed improvements guaranteeing the work, guaranteeing the completion of work, free and clear of liens, according to the approved plans and specifications. All alterations and improvements on or in the Premises at the commencement of the term or those that may be erected or installed during the term, shall, at the termination of this Contract, become part of the Premises and the sole property of the CITY, except that all moveable trade fixtures installed by MEGA shall be and remain the property of MEGA provided removing the fixture would not cause any damage to CITY property. MEGA shall be owner of all alterations and improvements and shall be responsible for the payment of all ad valorem taxes assessed by the various taxing units pursuant to Section 25.08(b) of the Texas Property Code during the term of this Contract. MEGA specifically agrees to keep and maintain any and all improvements throughout the term of this Contract, ordinary wear and tear excepted, and MEGA further recognizes that said improvements and/or buildings are not moveable trade fixtures. MEGA shall use its best efforts to complete construction of any improvements in a timely manner. DocuSign Envelope ID: 299D75BB-B1A8-440B-AE4A-92AFB8187DD9 228 MEGA shall pay all taxes, special assessments, levies or other payments assessed during the term against or relating to the Premises or Contract and any and all improvements now or hereafter erected thereon until such time as ownership of such improvements is transferred to the CITY at the termination of this Contract. MEGA agrees to pay all ad valorem taxes assessed by the various taxing units or all improvements now or hereafter erected thereon before such taxes become delinquent. Additionally, MEGA shall furnish to the CITY and other taxing units receipts showing payment of such taxes or other payments. IX. MAINTENANCE MEGA covenants and agrees that it will, at its own expense, keep and maintain the Premises in good condition, but only during the period of MEGA’s use of the Premises. MEGA will do all work and make all repairs reasonably necessary or advisable to keep the Premises from deteriorating in value or condition, with the exception of normal wear and tear and aging consistent with normal usage and time. MEGA agrees to maintain the Premises and any other areas used by MEGA in a clean, neat, sanitary, safe and orderly manner and free of waste, rubbish and debris at all times. The CITY shall have the right and privilege, through its agents and officials to make inspections of the Premises and thereafter to make recommendations to MEGA for any repairs that in the CITY’s opinion are reasonably necessary to be performed by MEGA upon the Premises. MEGA agrees and covenants that it shall commence repairs within thirty (30) days from the date that such recommendations are made. Such repairs shall be made in an expeditious and workmanlike manner. In the event that MEGA shall fail to commence such recommended repairs within the time provided, it is understood and agreed that the CITY may, within its discretion, make such repairs as it deems necessary for and on behalf of MEGA; and, in such event, the cost of such repairs shall be paid by MEGA within ten (10) days following the completion of said repairs. MEGA agrees to be solely responsible for the inspection of the Premises during the period of MEGA's use of the Premises and will notify the Director of Parks and Recreation or his designated representative of any existing or developing hazardous or dangerous condition on the Premises. In consideration for the privilege of use of the Premises, MEGA specifically assumes any and all liability that may arise due to premise defects upon any or all improvements which exist on the Premises at the time of execution of this Contract or any and all improvements which are constructed thereafter related to or arising out of MEGA’s use. MEGA agrees to accept the Premises in the condition in which it is found. The CITY hereby disclaims and MEGA hereby accepts the CITY’s disclaimer of any warranty, express or implied, of the conditions or fitness for use of any portions of the Premises. X. EQUIPMENT AND INVENTORY Equipment required for concession operation will be provided by the MEGA. MEGA shall be responsible for maintenance and repair of equipment used during operations. MEGA agrees to maintain all equipment in a sanitary and clean condition and must be approved and acceptable by the CITY. The MEGA shall be responsible for inventory of all equipment and supplies of the concessions. MEGA is responsible for all maintenance and repairs on the equipment as needed for daily operation. DocuSign Envelope ID: 299D75BB-B1A8-440B-AE4A-92AFB8187DD9 229 XI. RIGHT OF INSPECTION CITY, its officers, agents and representatives shall have the right to enter into and upon any and all parts of the Premises at all reasonable hours to (a) inspect same or clean or make repairs or alterations or additions as CITY may deem necessary (but without any obligation to do so); or (b) show the Premises to prospective tenants, purchasers or lenders; and such entry will not be deemed to be an actual or constructive eviction. XII. TERMINATION The CITY reserves the right to terminate this agreement immediately for any reason upon giving MEGA thirty (30) days written notice of such termination. Upon notice of contract termination, MEGA shall deplete existing inventory and vacate the concession area no later than 30 days from such notice. Upon the effective termination date, MEGA shall provide the CITY with a prorated share of reimbursement of the gross sales from the last concession stand sales occurring up until the date of the termination of the Contract. XIII. VACATION OF PREMISES It is further understood and agreed that MEGA will, at the end of this Contract, or upon termination of this Contract, vacate the Premises without delay and peaceably deliver up unto CITY the Premises in a good state of repair, unencumbered, vacant and in good condition, ordinary wear and tear excepted. In case the MEGA fails to vacate the premises as provided in this Contract, CITY shall not be responsible for any damage that might occur to MEGA by virtue of CITY's forcible entering and dispossessing MEGA and without prejudice to any remedies which might otherwise be used for possession or for arrears of payments. XIV. LIEN MEGA hereby gives to CITY a lien upon all of MEGA’s property now or at any time hereafter placed in or upon the Premises to secure the prompt payment of the payments herein stipulated to be paid for the use of such Premises and the concession operation, all exemption of such property or any of it being hereby waived. In the event of default by MEGA, CITY is authorized to seize and hold all of the property belonging to MEGA on the Premises to secure such performance, to sell same at public or private sale, and to pay all amounts due to CITY hereunder, holding the remaining balance subject to MEGA’s order. A copy of this Contract shall be the only warrant required. MEGA covenants and agrees that it will have no power to do any act or make any contract that creates any lien upon CITY property; and upon such purported lien being created or filed of record, MEGA, at its sole cost and expense, shall liquidate and discharge same immediately. DocuSign Envelope ID: 299D75BB-B1A8-440B-AE4A-92AFB8187DD9 230 XV. MODIFICATIONS Any alterations, additions, or deletions to the terms of this Contract shall be by written amendment executed by both parties, except when the terms of this Contract expressly provide that another method shall be used. It is understood and agreed by the parties hereto that changes in the State, Federal or local laws or regulations pursuant hereto may occur during the term of this Contract. Any such modifications are to be automatically incorporated into this Contract without written amendment hereto, and shall become a part of the Contract on the effective date specified by the law or regulation. XVI. APPLICABLE LAWS This Contract is entered into subject to the charter and ordinances of CITY, as they may be amended from time to time, and is subject to and is to be constructed, governed and enforced under all applicable State of Texas and federal laws. Status for this Contract is agreed to be Denton County, Texas, for all purposes, including performances and execution. MEGA shall obtain and keep in effect at its own cost and expense all licenses and permits necessary for its operation hereunder. XVII. INSURANCE MEGA shall, at its own expense, purchase, maintain and keep in force during the term of this Contract such insurance as set forth below. MEGA shall not commence work under this Contract until MEGA has obtained all the insurance required under this Contract and such insurance has been approved by the CITY, nor shall MEGA allow any subcontractors to commence work on its own subcontract until all similar insurance of the subcontractor has been obtained and approved. All insurance policies provided under this Contract shall be written on an “occurrence” basis, except for professional liability which shall be on a “claims made” basis. The insurance requirements shall remain in effect throughout the term of this Contract. 1. Worker's Compensation Insurance, statutory policy as required by law; Employers Liability Insurance of not less than $1,000,000.00 for each accident, $1,000,000.00 disease-each employee, $1,000,000.00 disease-policy limit. 2. Commercial General Liability Insurance, including Independent MEGA’s Liability, Completed Operations and Contractual Liability, covering but not limited to the indemnification provisions of this Contract, fully insuring MEGA’s liability for injury to or death of employees of CITY and third parties, extended to include personal injury liability coverage and for damage to property of third parties, with a combined bodily injury and property damage limit of $1,000,000.00 per occurrence and $2,000,000.00 aggregate. 3. Commercial Automobile and Truck Liability Insurance, covering owned, hired and non-owned vehicles with a policy limit of at least $500,000.00 per occurrence and with a combined bodily injury and property damage limit of $1,000,000.00 aggregate. DocuSign Envelope ID: 299D75BB-B1A8-440B-AE4A-92AFB8187DD9 231 4. Umbrella Insurance: MEGA shall obtain and maintain at all times during the prosecution of the work under this Contract umbrella insurance. Limits of liability shall be $2,000,000.00. Each insurance policy to be furnished by MEGA shall include the following conditions by endorsement to the policy: a. Name the CITY as an additional insured as to all applicable coverage, except worker's compensation and professional liability insurance. For General Liability purposes, this requirement extends to premises/operations as well as products/completed operations. b. Each policy will require that thirty (30) days prior to the expiration, cancellation, non- renewal or any material change in coverage, a notice thereof shall be given to the CITY by certified mail to: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 However, if the policy is canceled for nonpayment of premium, only ten (10) days advance written notice to the CITY is required. MEGA shall also notify CITY within twenty-four (24) hours after receipt of any notices of expiration, cancellation, nonrenewal or any material change in coverage it receives from its insurer(s). The term “Owner” or “the CITY” shall include all authorities, boards, bureaus, commissions, divisions, departments and offices of the CITY and the individual members, employees and agents thereof in their official capacities, and/or while acting on behalf of the CITY; The policy phrase “Other Insurance” shall not apply to the CITY where the CITY is an additional insured on the policy; and All provisions of the Contract concerning liability, duty and standards of care together with the indemnification provision shall be underwritten by contractual liability coverage sufficient to include such obligations within applicable policies. Concerning insurance to be furnished by MEGA, it condition precedent to acceptability thereof that any policy submitted shall not be subject to limitations, conditions or restrictions deemed inconsistent with the intent of the insurance requirements to be fulfilled by MEGA. The CITY’s decision(s) thereon shall be final: 1. All policies are to be written through companies duly approved to transact that class of insurance in the State of Texas; and 2. The General and Automobile liability policies required herein shall be written with an "occurrence" basis coverage trigger. DocuSign Envelope ID: 299D75BB-B1A8-440B-AE4A-92AFB8187DD9 232 MEGA agrees to the following: 1. MEGA hereby waives subrogation rights for loss or damage to the extent same are covered by insurance. Insurers shall have no right of recovery or subrogation against the CITY, it being the intention that the insurance policies shall protect all parties to this Contract and be primary coverage for all losses covered by the policies; 2. Companies issuing the insurance policies and MEGA shall have no recourse against the CITY for payment of any premiums, or assessments for any deductible, as all such premiums are the sole responsibility and risk of MEGA; 3. Approval, disapproval or failure to act by CITY regarding any insurance supplied by MEGA (or any MEGA subcontractors) shall not relieve MEGA of full responsibility or liability for damages and accidents as set forth in the Contract documents. Neither shall the insolvency or denial of liability by the insurance company exonerate MEGA from liability; and, 4. No special payments shall be made for any insurance that MEGA and its subcontractors are required to carry; all are included in the contract price and the contract unit prices. Any of the insurance policies required under this section may be written in combination with any of the others, where legally permitted, but none of the specified limits may be lowered thereby. XVIII. SEVERABILITY If any of the terms, sections, subsections, sentences, clauses, phrases, provisions, covenants, conditions or any other part of this Contract are for any reason held to be invalid, void or unenforceable, the remainder of the terms, sections, subsections, sentences, clauses, phrases, provisions, covenants, conditions or any other part of this Contract shall remain in full force and effect and shall in no way be affected, impaired or invalidated. XVIX. REMEDIES No right or remedy granted herein or reserved to the parties is exclusive of any other right or remedy herein by law or equity provided or permitted; but, each shall be cumulative of every right or remedy given hereunder. No covenant or condition of this Contract may be waived without consent of the parties. Forbearance or indulgence by the CITY shall not constitute a waiver of any covenant or condition to be performed pursuant to this Contract. XX. WAIVER OF LIABILITY AND INDEMNIFICATION MEGA does hereby agree to waive all claims, release, indemnify, defend and hold harmless the CITY and all of its officials, officers, agents and employees, in both their public and private capacities, from any and all liability, claims, suits, demands, losses, damages, attorney's fees including all expenses of litigation or settlement or causes of action which may arise by reason of injury to or death of any person or for loss of, damage to, or loss of use of DocuSign Envelope ID: 299D75BB-B1A8-440B-AE4A-92AFB8187DD9 233 any property arising out of or in connection with this Contract occasioned by error, omission, or negligent act whether said negligent act is characterized as sole, concurrent, contractual comparative, gross, joint, active, passive or any other form of negligence of MEGA, its officers, agents, employees, invitees or any other persons, with regard to the performance of this Contract, and MEGA will at its own cost and expense defend and protect the CITY against any and all such claims and demands. MEGA agrees to and shall indemnify, defend and hold harmless the CITY and all of its officials, officers, agents and employees from and against any and all claims, losses, damages, causes of action, suits and liability of every kind including all expenses of litigation, court costs and attorney fees for death or injury to or debt of any person or for loss of, damage to, or loss of use of any property arising out of or in connection with the performance of this Contract. Such indemnity shall apply whether the claims, losses, damages, causes of action, suits or liability arise in whole or in part from the negligence of the CITY, its officers, officials, agents or employees. It is the express intention of the parties hereto, both MEGA and the CITY, that the indemnity provided for in this paragraph is indemnity by MEGA to indemnify and protect the CITY from the consequences of the CITY'S own negligence, whether that negligence is the sole or concurring cause of the injury, death or damage, and whether that negligence is characterized as sole, concurrent, contractual comparative, gross, joint, active, passive or any other form of negligence. XXI. INDEPENDENT CONTRACTOR MEGA covenants and agrees that it is an independent contractor and not an officer, agent, servant or employee of the CITY; that as an independent contractor, MEGA shall have exclusive control of and exclusive right to control the details of the work performed hereunder and all persons performing same, and shall be responsible for the acts and omissions of its officers, agents, employees, contractors, subcontractors, and consultants; that the doctrine of respondent superior shall not apply as between the CITY and MEGA, its officers, agents, employees, contractors, subcontractors, and consultants, and nothing herein shall be construed as creating a partnership or joint enterprise between the CITY and MEGA. XXII. ENTIRE AGREEMENT This Contract embodies the complete agreement of the parties hereto, superseding all oral or written previous and contemporary agreements between the parties relating to matters herein; and except as otherwise provided herein, cannot be modified without written agreement of the parties. XXIII. SUCCESSORS AND ASSIGNS The CITY and MEGA will each bind themselves, their successors, executors, administrators and assigns to the other party to this Contract. MEGA will not assign, sublet, subcontract or transfer any interest in this Contract without the written consent of the CITY. No assignment, delegation of duties or subcontract under this Contract will be effective without the written consent of the CITY. DocuSign Envelope ID: 299D75BB-B1A8-440B-AE4A-92AFB8187DD9 234 XXIIV. NON-WAIVER It is further agreed that one (1) or more instances of forbearance by the CITY in the exercise of its rights herein shall in no way constitute a waiver thereof. XXV. EQUAL EMPLOYMENT OPPORTUNITY MEGA shall not discriminate against any employee or applicant for employment because of race, age, color, religion, sex, disability, ancestry, national origin or place of birth. MEGA shall take action to ensure that applicants are employed and treated without regard to their race, age, color, religion, sex, disability, ancestry, national origin or place of birth. This action shall include but not be limited to the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection of training including apprenticeship. No person, firm, corporation, organization, association, league or group shall be denied use of or access to the Premises or concession operation because of race, sex, color, religion, national origin or disability. XXVI. DRUG FREE WORKPLACE As an independent contractor, MEGA, shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. XXVII. HEADINGS The headings of this Contract are for the convenience of reference only and shall not affect in any manner any of the terms and conditions hereof. XXVIII. SURVIVABILITY OF OBLIGATIONS All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. XXIX. VENUE The parties to this Contract agree and covenant that this Contract will be enforceable in Denton, Texas; and that if legal action is necessary to enforce this Contract, exclusive venue will lie in Denton County, Texas. DocuSign Envelope ID: 299D75BB-B1A8-440B-AE4A-92AFB8187DD9 235 IN WITNESS WHEREOF, the parties do hereby affix their signatures and enter into this Agreement as of the ___________________________. CITY OF DENTON, TEXAS ____________________________________ TODD HILEMAN, CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: _________________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: _________________________________ MEGA PROMOTIONS, INC. ___________________________________ AUTHORIZED SIGNATURE Date: _______________________________ Name: ______________________________ Title: _______________________________ ___________________________________ PHONE NUMBER ___________________________________ EMAIL ADDRESS 2018-354249 TEXAS ETHICS COMMISSION CERTIFICATE NUMBER DocuSign Envelope ID: 299D75BB-B1A8-440B-AE4A-92AFB8187DD9        !    236 RFP 6650 - Pricing Sheet for Concessions Contracting Respondent's Business Name: Principal Place of Business (City and State) UOM Product Description EA Chili Cheese Dog 3.00$ 25% EA Chili Cheese Fries 5.00$ 25% EA Corn Dog 3.00$ 25% EA Double Taco's 2 for 5.00$ 25% EA French Fries 3.00$ 25% EA Grilled Hot Dog 2.00$ 25% EA Deluxe Nachos 6.00$ 25% EA Loaded Baked Potato 4.00$ 25% EA Nachos 3.00$ 25% EA Sausage on a stick 3.00$ 25% EA Hot Chocolate 3.00$ 25% EA Coffee 2.00$ 25% EA Gatorade 2.00$ 25% EA Fountain Drink (Small)2.00$ 25% EA Fountain Drink (Large)3.00$ 25% EA Water 2.00$ 25% EA Candy 2.00$ 25% EA Pickels 1.00$ 25% EA Fruit 2.00$ 25% EA Popcorn 3.00$ 25% EA Sno Cone 2.00$ 25% Unit Price Mega Promotions Denton Texas EXHIBIT A DocuSign Envelope ID: 299D75BB-B1A8-440B-AE4A-92AFB8187DD9 237 Exhibit House Bill 89 - Government Code 2270 VERIFICATION I, _______________________________________________, the undersigned representative of ______________________________Company or Business name (hereafter referred to as company), being an adult over the age of eighteen (18) years of age, verify that the company named-above, under the provisions of Subtitle F, Title 10, Government Code Chapter 2270: 1. Does not boycott Israel currently; and 2. Will not boycott Israel during the term of the contract the above-named Company, business or individual with City of Denton. Pursuant to Section 2270.001, Texas Government Code: 1. “Boycott Israel” means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes; and 2. “Company” means a for-profit sole proprietorship, organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or any limited liability company, including a wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of those entities or business associations that exist to make a profit. ___________________________________ Name of Company Representative (Print) ________________________________ Signature of Company Representative _________________________________ Date DocuSign Envelope ID: 299D75BB-B1A8-440B-AE4A-92AFB8187DD9               238 Exhibit Senate Bill 252 -Government Code 2252 CERTIFICATION I, ______________________________________________, the undersigned representative of ________________________________________________ (Company or business name) being an adult over the age of eighteen (18) years of age, pursuant to Texas Government Code, Chapter 2252, Section 2252.152 and Section 2252.153, certify that the company named above is not listed on the website of the Comptroller of the State of Texas concerning the listing of companies that are identified under Section 806.051, Section 807.051 or Section 2253.153. I further certify that should the above-named company enter into a contract that is on said listing of companies on the website of the Comptroller of the State of Texas which do business with Iran, Sudan or any Foreign Terrorist Organization, I will immediately notify the City of Denton’s Materials Management Department. ___________________________________ Name of Company Representative (Print) ________________________________ Signature of Company Representative _________________________________ Date DocuSign Envelope ID: 299D75BB-B1A8-440B-AE4A-92AFB8187DD9            239 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: 299D75BB-B1A8-440B-AE4A-92AFB8187DD9       240 Certificate Of Completion Envelope Id: 299D75BBB1A8440BAE4A92AFB8187DD9 Status: Completed Subject: Please DocuSign: City Council Contract 6650 Source Envelope: Document Pages: 16 Signatures: 7 Envelope Originator: Certificate Pages: 6 Initials: 0 Jody Word AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 901B Texas Street Denton, TX 76209 jody.word@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: Original 5/25/2018 1:20:18 PM Holder: Jody Word jody.word@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Jody Word jody.word@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 129.120.6.150 Sent: 5/25/2018 1:26:05 PM Viewed: 5/25/2018 1:26:14 PM Signed: 5/25/2018 1:27:10 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Linda Beckley linda@megapromotionstour.com President Linda Beckley Security Level: Email, Account Authentication (None) Using IP Address: 47.38.240.39 Sent: 5/25/2018 1:27:12 PM Viewed: 5/25/2018 1:31:50 PM Signed: 5/25/2018 1:35:25 PM Electronic Record and Signature Disclosure: Accepted: 5/25/2018 1:31:50 PM ID: 2c6f3c15-cd8b-43e0-b79c-5e6e950965d5 Larry Collister larry.collister@cityofdenton.com First Assistant City Attorney City of Denton Security Level: Email, Account Authentication (None) Using IP Address: 129.120.6.150 Sent: 5/25/2018 1:35:29 PM Viewed: 5/25/2018 1:40:07 PM Signed: 5/25/2018 1:40:25 PM Electronic Record and Signature Disclosure: Accepted: 9/26/2017 12:27:28 PM ID: 01f5f868-f109-4e29-ad49-21db9046c882 Tabitha Millsop tabitha.millsop@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 129.120.6.150 Sent: 5/25/2018 1:40:27 PM Viewed: 6/6/2018 12:44:02 PM Signed: 6/6/2018 12:45:03 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign 241 Signer Events Signature Timestamp Todd Hileman Todd.Hileman@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (None) Using IP Address: 129.120.6.150 Sent: 6/6/2018 12:45:07 PM Viewed: 6/6/2018 3:25:02 PM Signed: 6/6/2018 3:25:06 PM Electronic Record and Signature Disclosure: Accepted: 7/25/2017 9:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Jennifer Walters jennifer.walters@cityofdenton.com City Secretary City of Denton Security Level: Email, Account Authentication (None) Using IP Address: 129.120.6.150 Sent: 6/6/2018 3:25:09 PM Viewed: 6/7/2018 6:54:47 AM Signed: 6/7/2018 6:55:24 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Ierson Signer Events Signature Timestamp Editor DeliverI Events Status Timestamp Igent DeliverI Events Status Timestamp IntermediarI DeliverI Events Status Timestamp Certified DeliverI Events Status Timestamp CarIon CopI Events Status Timestamp Sherri Thurman sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 5/25/2018 1:35:28 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Assistant City Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 6/6/2018 12:45:05 PM Viewed: 6/6/2018 12:53:17 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Jennifer Bridges jennifer.bridges@cityofdenton.com Procurement Assistant City of Denton Security Level: Email, Account Authentication (None) Sent: 6/7/2018 6:55:26 AM Viewed: 6/7/2018 7:18:45 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign 242 CarIon CopI Events Status Timestamp Jane Richardson jane.richardson@cityofdenton.com Assistant City Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 6/7/2018 6:55:27 AM Viewed: 6/7/2018 8:00:39 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Jason Barrow jason.barrow@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 6/7/2018 6:55:28 AM Viewed: 6/7/2018 7:21:23 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Chris Escoto chris.escoto@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 6/7/2018 6:55:29 AM Viewed: 6/7/2018 8:32:49 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign IotarI Events Signature Timestamp Envelope SummarI Events Status Timestamps Envelope Sent Hashed/Encrypted 6/7/2018 6:55:29 AM Certified Delivered Security Checked 6/7/2018 6:55:29 AM Signing Complete Security Checked 6/7/2018 6:55:29 AM Completed Security Checked 6/7/2018 6:55:29 AM IaIment Events Status Timestamps Electronic Record and Signature Disclosure 243 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. $"! !"  $%"#!#%""$!      "$#"$!   &""& !#$"! 244 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.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetScape 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: •Allow per session cookies •Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. 245 Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. 246 1 THE STATE OF TEXAS § § COUNTY OF DENTON § FIRST AMENDMENT TO CONTRACT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND MEGA PROMOTIONS, INC. NO. 6650 THIS FIRST AMENDMENT TO CONTRACT 6650 (this “Amendment”) by and between the City of Denton, Texas (“City”) and Mega Promotions, Inc. (“Consultant”) to an agreement in the original percentage of 25%, which was executed on June 5, 2018 (the “Agreement”); WHEREAS, the Agreement provided for Consultant’s services related to North Lakes and Denia Softball Complex Concession Stands as is contained in Contract #6650 (on file in the Purchasing Office); and NOW THEREFORE, City and Consultant (hereafter collectively referred to as the “Parties”), in consideration of their mutual promises and covenants, as well as for other good and valuable considerations, do hereby AGREE to the following Amendment, which amends the following terms and conditions of the said Agreement, to wit: 1. III. CONSIDERATION – Amending this section of the contract: In consideration of the rights and privileges herein granted, MEGA Promotions, Inc. shall pay to City 25 percent of gross sales. The City of Denton is allowing 15% for the softball games (league games-Adult Softball & Youth Softball) during the week nights ONLY). The 25% rebate will remain the same for any other events which include NL Football stand on the weekends, tournaments at the NL & Denia Concession stand, and any other special events. Such payment shall be due and payable to the CITY on a monthly basis no later than ten (10) working days following the end of each month. Payment may be made to the CITY’s Director of Parks and Recreation or his designee. This contracts expiration date is June 5, 2021. 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: BA62CEDF-6631-48CD-99EE-995BFD58D156 247 2 IN WITNESS WHEREOF, the CITY and the Consultant, have each executed this Amendment, by and through their respective duly authorized representatives and officers on this date_______________________________________. CITY OF DENTON, TEXAS A Texas Municipal Corporation By: __________________________________ JODY WORD, CTP BUYER “CONSULTANT” MEGA PROMOTIONS, INC. By: _________________________________ AUTHORIZED SIGNATURE, TITLE DocuSign Envelope ID: BA62CEDF-6631-48CD-99EE-995BFD58D156 1/17/2019 248 Certificate Of Completion Envelope Id: BA62CEDF663148CD99EE995BFD58D156 Status: Completed Subject: Please DocuSign: Amendment 1 - 6650 - Amendment #1 Source Envelope: Document Pages: 2 Signatures: 2 Envelope Originator: Certificate Pages: 5 Initials: 0 Jody Word AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 901B Texas Street Denton, TX 76209 jody.word@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: Original 1/14/2019 4:04:38 PM Holder: Jody Word jody.word@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Jody Word jody.word@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 1/14/2019 4:10:00 PM Viewed: 1/14/2019 4:10:06 PM Signed: 1/14/2019 4:10:10 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Linda Beckley linda@megapromotionstour.com President Linda Beckley Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 47.38.242.43 Sent: 1/14/2019 4:10:11 PM Resent: 1/16/2019 8:53:28 AM Resent: 1/16/2019 11:40:05 AM Viewed: 1/17/2019 5:29:31 PM Signed: 1/17/2019 5:31:10 PM Electronic Record and Signature Disclosure: Accepted: 1/17/2019 5:29:31 PM ID: 1ccecfd4-e7c1-4e43-b4c0-a7e51d821372 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 Chris Escoto chris.escoto@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 1/17/2019 5:31:11 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign 249 Carbon Copy Events Status Timestamp Jason Barrow jason.barrow@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 1/17/2019 5:31:12 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Jody Word jody.word@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Sent: 1/17/2019 5:31:13 PM Resent: 1/17/2019 5:31:14 PM Viewed: 1/22/2019 6:50:03 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 1/17/2019 5:31:13 PM Certified Delivered Security Checked 1/17/2019 5:31:13 PM Signing Complete Security Checked 1/17/2019 5:31:13 PM Completed Security Checked 1/17/2019 5:31:13 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure 250 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. Electronic Record and Signature Disclosure created on: 7/21/2017 1:59:03 PM Parties agreed to: Linda Beckley 251 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.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetScape 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: •Allow per session cookies •Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. 252 Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. 253 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE APPROVAL OF THE SECOND AMENDMENT TO A CONTRACT BETWEEN THE CITY OF DENTON AND MEGA PROMOTIONS, INC., AMENDING THE CONTRACT APPROVED BY CITY COUNCIL ON JUNE 5, 2018, FOR FOOD AND BEVERAGE CONCESSION SERVICES FOR THE PARKS AND RECREATION DEPARTMENT; SAID SECOND AMENDMENT TO EXTEND THE TERM OF THE CONTRACT TO JANUARY 5, 2022; AND PROVIDING AN EFFECTIVE DATE (RFP 6650 EXTENDING A CONTRACT WITH MEGA PROMOTIONS, INC., TO JANUARY 5, 2022). WHEREAS, Ordinance 18-604 authorized a contract to Mega Promotions, Inc., for three (3) years for food and beverage concession services, which is on file in the office of the Purchasing Agent; and WHEREAS, the staff having recommended, and the City Manager, or their designee, having recommended to the City Council that an extension to the existing purchasing authority, approved by Ordinance 18-604, be authorized between the City and Mega Promotions, Inc., to January 5, 2022; and WHEREAS, the City Council finds that the action taken herein 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 authority to receive food and beverage concession services from Mega Promotions, Inc., authorized by Ordinance 18-604, is hereby extended under RFP 6650 until January 5, 2022. SECTION 3. The City Council delegates the authority to the City Manager, or their designee, to take any actions that may be required or permitted to be performed by the City of Denton under RFP 6650. 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 [___ - ___]: 254 Aye Nay Abstain Absent Mayor Gerard Hudspeth: ______ ______ ______ ______ Birdia Johnson, District 1: ______ ______ ______ ______ Connie Baker, District 2: ______ ______ ______ ______ Don Duff, 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: _________________________________ 255 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 8F9182D2-6EF5-4A70-A56A-9DD8554284C2 Erica Garcia RFP 6650 Not Applicable Concession Services Amendment #2 256 1 THE STATE OF TEXAS § § COUNTY OF DENTON § SECOND AMENDMENT TO CONTRACT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND MEGA PROMOTIONS, INC. NO. 6650 THIS SECOND AMENDMENT TO CONTRACT 6650 (this “Amendment”) by and between the City of Denton, Texas (“City”) and Mega Promotions, Inc. (“Contractor”) to that certain contract executed on June 5, 2018 ; amended on Jan 17, 2019 (the “First Amendment”); (collectively, the Original Agreement and First Amendment are the “Agreement”) for services related to food and beverage concession services at select City parks. WHEREAS, Contractor has substantially completed the work called for in the Agreement, and the City deems it necessary to further expand the services provided by Contractor to the City, and to provide an additional 7 month term with this Amendment. WHEREAS, the City deems it necessary to further expand the goods/services provided by Contractor to the City; and NOW THEREFORE, the City and Contractor (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: This Amendment modifies the Agreement amount to provide an additional 7 month term for additional services and materials to be provided in accordance with the terms of the Agreement. The term of the Agreement is extended until January 5, 2022. The Parties hereto agree, that except as specifically provided for by this Amendment, that all of the terms, covenants, conditions, agreements, rights, responsibilities, and obligations of the Parties, set forth in the Agreement remain in full force and effect. IN WITNESS WHEREOF, the City and the Consultant, have each executed this Amendment, by and through their respective duly authorized representatives and officers on this date_______________________________________. DocuSign Envelope ID: 8F9182D2-6EF5-4A70-A56A-9DD8554284C2 257 2 “CONTRACTOR” Mega Promotions, Inc. By: _____________________________ AUTHORIZED SIGNATURE, TITLE “CITY” CITY OF DENTON, TEXAS A Texas Municipal Corporation By: _____________________________ CITY MANAGER ATTEST: ROSA RIOS, CITY SECRETARY By: __________________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY By: ___________________________________ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT DocuSign Envelope ID: 8F9182D2-6EF5-4A70-A56A-9DD8554284C2 Director of Parks and Recreation Parks and Recreation Gary Packan 258 Certificate Of Completion Envelope Id: 8F9182D26EF54A70A56A9DD8554284C2 Status: Sent Subject: Please DocuSign: City Council Contract 6650 Amendment 2 Source Envelope: Document Pages: 3 Signatures: 3 Envelope Originator: Certificate Pages: 6 Initials: 1 Erica Garcia AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 erica.garcia@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 3/3/2021 11:43:07 AM Holder: Erica Garcia erica.garcia@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Erica Garcia erica.garcia@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 3/3/2021 11:48:03 AM Viewed: 3/3/2021 11:48:10 AM Signed: 3/3/2021 11:49:25 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 3/3/2021 11:49:27 AM Viewed: 3/3/2021 3:02:00 PM Signed: 3/3/2021 3:02:23 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: 3/3/2021 3:02:25 PM Viewed: 3/3/2021 7:49:03 PM Signed: 3/3/2021 7:50:02 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Linda Beckley linda@megapromotionstour.com President Linda Beckley Security Level: Email, Account Authentication (None) Signature Adoption: Drawn on Device Using IP Address: 47.38.242.43 Signed using mobile Sent: 3/3/2021 7:50:04 PM Viewed: 3/4/2021 4:30:31 AM Signed: 3/4/2021 4:33:35 AM Electronic Record and Signature Disclosure: Accepted: 3/4/2021 4:30:31 AM ID: 1129c12a-6786-423c-8ffc-8de13f2eb979 259 Signer Events Signature Timestamp Gary Packan Gary.Packan@cityofdenton.com Director of Parks and Recreation Parks and Recreation Security Level: Email, Account Authentication (None) Signature Adoption: Drawn on Device Using IP Address: 70.236.192.51 Signed using mobile Sent: 3/4/2021 4:33:36 AM Viewed: 3/4/2021 6:48:18 AM Signed: 3/4/2021 6:49:01 AM Electronic Record and Signature Disclosure: Accepted: 3/4/2021 6:48:18 AM ID: 7cfb2387-1443-493a-85c0-47efa37a2a69 Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 3/4/2021 6:49:03 AM 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: 3/3/2021 11:12:53 PM ID: 37b5af72-ec88-49c0-898b-10e8d913ac68 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: 3/3/2021 11:49:27 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: 3/4/2021 6:49:03 AM 260 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: 3/4/2021 6:49:03 AM Viewed: 3/4/2021 7:40:10 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 Chris Escoto Chris.Escoto@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 3/3/2021 11:48:03 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure 261 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Linda Beckley, Gary Packan, Rosa Rios 262 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.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetScape 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: •Allow per session cookies •Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. 263 Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. 264 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-596,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 contract with Stryker Sales,LLC,through its Medical Division,f/k/a Stryker Sales Corporation,for the purchase of ProCare maintenance and repair services for Stryker medical equipment for the Fire Department,which is the sole provider of these services,in accordance with Texas Local Government Code 252.022,which provides that procurement of commodities and services that are available from one source are exempt from competitive bidding,and if over $50,000 shall be awarded by the governing body;and providing an effective date (File 7501 -awarded to Stryker Sales,LLC,through its Medical Division, f/k/a Stryker Sales Corporation, in the five (5) year not-to-exceed amount of $1,000,000.00). City of Denton Printed on 4/2/2021Page 1 of 1 powered by Legistar™265 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance ACM: David Gaines DATE: April 6, 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 contract with Stryker Sales, LLC, through its Medical Division, f/k/a Stryker Sales Corporation, for the purchase of ProCare maintenance and repair services for Stryker medical equipment for the Fire Department, which is the sole provider of these services, in accordance with Texas Local Government Code 252.022, which provides that procurement of commodities and services that are available from one source are exempt from competitive bidding, and if over $50,000 shall be awarded by the governing body; and providing an effective date (File 7501 – awarded to Stryker Sales, LLC, through its Medical Division, f/k/a Stryker Sales Corporation, in the five (5) year not-to-exceed amount of $1,000,000.00). INFORMATION/BACKGROUND The Fire Department is seeking a consolidated contract to cover all warranties and maintenance for in- service medical equipment purchases from Stryker Sales, LLC the sole provider. The Fire Department currently uses a variety of Stryker equipment on all department apparatuses which allows paramedics from all stations to receive the same training and operator protocols related to patient transport. Department ambulances (8 frontline and 3 reserves) utilize the Stryker Power Lift System, Power Load Stretchers, Lifepak Defibrillators, stair chairs, and Lucas cardiopulmonary resuscitation devices (CPR). Each department engine, truck, and quint apparatus (8 frontline and 4 reserves) also carry Lifepaks Defibrillators. Additionally, all medical patient care equipment manufactured by Stryker is fully interchangeable with the medical equipment in the primary hospitals that patients are transported to. Through Styker’s ProCare Plan the department receives equipment software updates, equipment inspection, and replacement and repair of proprietary equipment parts. Stryker will obtain proprietary parts for all medical devices and maintain all medical equipment as specified to comply with warranty and use requirements. Based on a historical spend and future projections the recommended not to exceed (NTE) for this contract is $1,000,000 for a total potential five (5) year contract. Section 252.022 of the Local Government Code provides that procurement of sole source commodities and services are exempt from competitive bidding, if over $50,000, shall be awarded by the governing body. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 266 RECOMMENDATION Award with a contract to Stryker Sales, LLC, through its Medical Division, f/k/a Stryker Sales Corporation, as a sole source supplier, for the purchase of ProCare maintenance and repair services for Stryker medical equipment for the Fire Department, in a five (5) year amount not-to-exceed $1,000,000. PRINCIPAL PLACE OF BUSINESS Stryker Sales, LLC, through its Medical Division, f/k/a Stryker Sales Corporation Portage, MI ESTIMATED SCHEDULE OF PROJECT This is a five (5) year contract. FISCAL INFORMATION These services will be funded from Fire Department Operating Funds. The City will only pay for services rendered and is not obligated to pay the full contract amount unless needed. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: LLC Members Exhibit 3: Ordinance and Contract Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Kenneth Hedges, 940-349-8830. Legal point of contact: Marcella Lunn at 940-349-8333. 267 268 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 CONTRACT WITH STRYKER SALES, LLC, THROUGH ITS MEDICAL DIVISION, F/K/A STRYKER SALES CORPORATION, FOR THE PURCHASE OF PROCARE MAINTENANCE AND REPAIR SERVICES FOR STRYKER MEDICAL EQUIPMENT FOR THE FIRE DEPARTMENT, WHICH IS THE SOLE PROVIDER OF THESE SERVICES, IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE 252.022, WHICH PROVIDES THAT PROCUREMENT OF COMMODITIES AND SERVICES THAT ARE AVAILABLE FROM ONE SOURCE ARE EXEMPT FROM COMPETITIVE BIDDING, AND IF OVER $50,000 SHALL BE AWARDED BY THE GOVERNING BODY; AND PROVIDING AN EFFECTIVE DATE (FILE 7501 AWARDED TO STRYKER SALES, LLC, THROUGH ITS MEDICAL DIVISION, F/K/A STRYKER SALES CORPORATION, IN THE FIVE (5) YEAR NOT-TO-EXCEED AMOUNT OF $1,000,000.00). WHEREAS, Section 252.022 of the Local Government Code provides that procurement of items that are only available from one source, including, items that are only available from one source because of patents, copyrights, secret processes or natural monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and need not be submitted to competitive bids; and WHEREAS, the City Council wishes to procure one or more of the items mentioned in the above paragraph; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following purchase of materials, equipment or supplies, as described ng Agent, and the license terms attached are hereby approved: FILE NUMBER VENDOR AMOUNT 7501 Stryker Sales, LLC, through its $1,000,000.00 Medical Division, f/k/a Stryker Sales Corporation SECTION 2. The City Council hereby finds that this bid, and the award thereof, constitutes a procurement of items that are available from only one source, including, items that are only available from one source because of patents, copyrights, secret processes or natural monopolies; films, manuscripts or books; electricity, gas, water, and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library 269 that are available only from the persons holding exclusive distribution rights to the materials; and need not be submitted to competitive bids. SECTION 3. The acceptance and approval of the above items shall not constitute a contract between the City and the person submitting the quotation for such items until such person shall comply with all requirements specified by the Purchasing Department. SECTION 4. The City Manager, or their designee, is hereby authorized to execute any contracts relating to the items specified in Section 1 and the expenditure of funds pursuant to said contracts is hereby authorized. SECTION 5. 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 6. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by __________________________ and seconded by _________________________________, the ordinance was passed and approved by the following vote [___ - ___]: Aye Nay Abstain Absent Mayor 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 270 ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: _________________________________ 271 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0 Not Applicable FILE STRYKER PROCARE 7501 Cori Power 272 Contract # 7501 – Stryker/Medical Division (2-22-2021) SERVICE CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND STRYKER SALES CORPORATION (CONTRACT 7501) THIS SERVICE CONTRACT is made and entered into this date, _______________, 2021, by and between STRYKER SALES, LLC, through its Medical Division, f/k/a STRYKER SALES CORPORATION, a Michigan limited liability company, whose address is 3800 E. Centre Avenue, Portage, MI 49002, hereinafter referred to as “Contractor,” and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as “City,” to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Contractor shall provide services in accordance with the City’s document File 7501- STRYKER PROCARE SERVICES, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit “A”); (b) City of Denton Standard Terms and Conditions (Exhibit “B”); (c) Insurance Requirements (Exhibit “C”); (d) Certificate of Interested Parties Electronic Filing (Exhibit “D”); (e) ProCare Pricing and Service Agreement Terms and Conditions (Exhibit “E”); (f) Denton Fire Asset Spreadsheet (Exhibit “F”); (g) Form CIQ – Conflict of Interest Questionnaire (Exhibit “G”); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as “Contract Documents.” Prohibition on Contracts with Companies Boycotting Israel Contractor 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, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (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. DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0 273 Contract # 7501 – Stryker/Medical Division (2-22-2021) 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, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. STRYKER SALES, LLC , through its Medical Division BY:______________________________ AUTHORIZED SIGNATURE Printed Name: Tom Tackabury Title: Sr. Sales Manager, ProCare 248-860-3540 PHONE NUMBER tom.tackabury@stryker.com EMAIL ADDRESS _________________________________ TEXAS ETHICS COMMISSION CITY OF DENTON, TEXAS BY: _______________________________ CITY MANAGER ATTEST: ROSA RIOS, CITY SECRETARY BY: _______________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: _______________________________ Exhibit A Special Service Contract Terms and Conditions THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. ___________________________ ___________________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT 1295 CERTIFICATE NUMBER DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0 Tom.Tackabury@stryker.com Fire Chief Kenneth Hedges Fire 274 Contract # 7501 – Stryker/Medical Division (2-22-2021) Exhibit A 1. Total Contract Amount The contract total for services shall not exceed $1,000,000. Pricing shall be per Exhibits E-1 and E-2 attached. 2. Contract Terms The contract term will be five (5) years, effective from date of award or notice to proceed as determined by the City of Denton Purchasing Department. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months. 3. Price Escalation and De-escalation On Contractor’s request in the form stated herein, the City will implement an escalation/de- escalation price adjustment annually based on these special terms. Any request for price adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI) or the manufacturer published pricing list. The maximum escalation will not exceed +/- 8% for any individual year. The escalation will be determined annually at the renewal date. The price will be increased or decreased based upon the annual percentage change in the PPI or the percentage change in the manufacturer’s price list. Should the PPI or manufacturer price list change exceed a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the percent change not to exceed the 8% limit per year. The Contractor should provide documentation as percentage of each cost associated with the unit prices quoted for consideration. Request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must also provide supporting documentation as justification for the request. If no request is made, then it will be assumed that the current contract price will be in effect. Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation as competitive with the general market price at the time, and become effective upon the renewal date of the contract award or reject the increases within 30 calendar days after receipt of a properly submitted request. If a properly submitted increase is rejected, the Contractor may request cancellation of such items from the Contract by giving the City of Denton written notice. Cancellation will not go into effect for 15 calendar days after a determination has been issued. Pre-price increase prices must be honored on orders dated up to the official date of the City of Denton approval and/or cancellation. The request can be sent by e-mail to: purchasing@cityofdenton.com noting the solicitation number. The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes. DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0 275 Contract # 7501 – Stryker/Medical Division (2-22-2021) Exhibit B Standard Service Terms and Conditions between Stryker Sales, LLC and City of Denton, TX (Feb 2021) These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton’s contract are applicable to contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City’s Procurement Department and the Contractor. No Terms and Conditions contained in the seller’s proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the City’s premises or on public rights-of-way. 1. CONTRACTOR’S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in Exhibit B and in the Contractor’s Offer. in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by both parties, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. CONTRACTOR TO PACKAGE DELIVERABLES (INTENTIONALLY OMITTED AS NOT APPLICABLE) 4. SHIPMENT UNDER RESERVATION PROHIBITED (INTENTIONALLY OMITTED AS NOT APPLICABLE) 5. TITLE & RISK OF LOSS (INTENTIONALLY OMITTED AS NOT APPLICABLE) 6. DELIVERY TERMS AND TRANSPORTATION CHARGES (INTENTIONALLY OMITTED AS NOT APPLICABLE) 7. RIGHT OF INSPECTION AND REJECTION (INTENTIONALLY OMITTED AS NOT APPLICABLE) 8. NO REPLACEMENT OF DEFECTIVE TENDER (INTENTIONALLY OMITTED AS NOT APPLICABLE) 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0 276 Contract # 7501 – Stryker/Medical Division (2-22-2021) perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the City’s service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Contractor’s obligations under the contract. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, City Staff, participants and others on or near the City’s facilities. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996. Contractor further states that it employs the E-Verify system: ID No: 800392; effective 7-24-2014. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it’s Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor’s obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0 277 Contract # 7501 – Stryker/Medical Division (2-22-2021) 12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department’s Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Contractor’s name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor’s registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor’s invoice. C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City’s receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non-conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City’s agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor’s obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0 278 Contract # 7501 – Stryker/Medical Division (2-22-2021) vii. failure of the Contractor to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City’s payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor in the same condition as when delivered. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. 15. FINAL PAYMENT AND CLOSE-OUT: (INTENTIONALLY OMITTED AS NOT APPLICABLE) 16. SPECIAL TOOLS & TEST EQUIPMENT: (INTENTIONALLY OMITTED AS NOT APPLICABLE) 17. RIGHT TO AUDIT: A. The City shall have the right to receive copies of any records and computations specifically pertaining to this Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period during the term of this Agreement and four (4) years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. Copies of the records, documents and other evidence relating to this Contract shall be available, within ten (10) business days of written request. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0 279 Contract # 7501 – Stryker/Medical Division (2-22-2021) 18. SUBCONTRACTORS (INTENTIONALLY OMITTED AS NOT APPLICABLE): The Contractor shall not employee Subcontractors. 19. WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables, in both type and quantity, under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. Intentionally Omitted. 20. WARRANTY – TITLE (INTENTIONALLY OMITTED AS NOT APPLICABLE TO SERVICE CONTRACT): 21. WARRANTY – DELIVERABLES (INTENTIONALLY OMITTED AS NOT APPLICABLE TO SERVICE CONTRACT): 22. WARRANTY – SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The warranty provided hereunder does not cover any equipment (i) that has been misused, modified, refurbished or repaired without the prior consent of Contractor, (ii) that has been subjected to unusual stress ,or (iii) on which any original serial numbers or other identification marks have been removed or destroyed. In any event, Contractor’s liability shall be limited to the replacement value of any damaged or defective part. THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT ARE THE ONLY WARRANTIES APPLICABLE TO THE SERVICES PROVIDED SUBJECT TO THIS AGREEMENT AND ARE EXPRESSLY IN LIEU OF ANY OTHER WARRANTY BY CONTRACTOR EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE 23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES (INTENTIONALLY OMITTED AS NOT APPLICABLE TO SERVICE CONTRACT) 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party’s intent to perform, demand may be made to the other party for written assurance of the intent to perform in accordance with applicable law. In the event that no assurance is given within the reasonable period of time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract in accordance with applicable law. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor, while performing services at any City facility, is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0 280 Contract # 7501 – Stryker/Medical Division (2-22-2021) City to be unsafe to either life or property. Upon notification, the Contractor will cease the performance of all such on-site services until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor’s Offer, or in any report or deliverable required to be submitted by the Contractor to the City. 27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City’s reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor’s default, including, without limitation, cost of cover, reasonable attorneys’ fees, court costs, and prejudgment and post-judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City’s vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days’ prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0 281 Contract # 7501 – Stryker/Medical Division (2-22-2021) reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference (which may be held by telephone or other agreeable form of remote communication) will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. “Indemnified Claims” shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. “Fault“ shall mean the negligence, willful misconduct or violation of applicable law by Contractor or its employees, agents or representatives in the performance of the Services. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR’S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Exhibit C (as amended and attached) for services only. The successful firm shall procure and maintain insurance of the types and in the amounts required under this Contract. The insurance shall be written by a company authorized to do business in the State of Texas that otherwise meets the requirements of this Contract . A. General Requirements: i. The Contractor shall carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverages required to the City as verification of coverage within fourteen (14) calendar days of the receipt of a fully signed copy of this Contract. Failure to provide the required Certificate of Insurance shall subject the Offer to disqualification from consideration for award. The City has the right to reject coverage and null contract if it is not proper coverage as outlined in Exhibit C- DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0 282 Contract # 7501 – Stryker/Medical Division (2-22-2021) Insurance and Worker’s Compensation Requirements. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required Certificate of Insurance is provided to the City. iv. INTENTIONALLY OMITTED AS NOT APPLICABLE v. The Contractor’s insurance coverage shall be written by companies authorized to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers’ compensation coverage written by the Texas Workers’ Compensation Insurance Fund. vi. All Certificates of Insurance shall include the City as additional insured, as required, and shall contain the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The “other” insurance clause shall not apply to the City where the City is an additional insured on any Contractor’s policy as required by this Contract . It is intended that policies required in the Contract, covering both the City as an additional insured and the Contractor, shall be considered primary coverage as applicable, absent any claim or loss arises from the negligence and/or willful misconduct of City, its employees or affiliates. viii. Intentionally Omitted ix. Intentionally Omitted x. Intentionally Omitted xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. xiii. Intentionally Omitted xiv. The insurance coverages specified in within the solicitation and requirements are required coverages and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. C. Right to Self-Insure: To the extent permitted by applicable laws and regulations, Contractor shall be permitted to meet the insurance requirements under this Agreement through a program of self-insurance. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse effect on the Contractor’s ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0 283 Contract # 7501 – Stryker/Medical Division (2-22-2021) the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor’s Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS(INTENTIONALLY OMITTED AS NOT APPLICABLE TO SERVICE CONTRACT): 37. CONFIDENTIALITY: This section shall only be applicable to the City as permitted by applicable state and municipal law. Under this contract, each party may require access to certain of the other party’s and/or its licensors’ confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the disclosing party or its licensors consider confidential) (collectively, “Confidential Information”). Each party acknowledges and agrees that the Confidential Information of the other party is the valuable property of the other party and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. Each party (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information of the other party in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information of the other party without the prior written consent of the other party or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the receiving party promptly notifies the other party before disclosing such information so as to permit the other party reasonable time to seek an appropriate protective order. Each party agrees to use protective measures no less stringent than that party uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information of the other party. 38. OWNERSHIP AND USE OF DELIVERABLES: (INTENTIONALLY OMITTED AS NOT APPLICABLE TO SERVICE AGREEMENT): 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0 284 Contract # 7501 – Stryker/Medical Division (2-22-2021) When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Contractor shall not advertise or publish, without the City’s prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker’s compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0 285 Contract # 7501 – Stryker/Medical Division (2-22-2021) 45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City, except that Contractor shall have the right to assign this Contract or any rights under or interests in this Agreement to any parent, subsidiary or affiliate of Contractor. All of the terms and provisions of this Contract shall be binding upon, shall inure to the benefit of, and shall be enforceable by successors and assigns of the parties to this Agreement. Any attempted assignment or delegation by either party shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. Except that Vendor may assign this contract to any parent, subsidiary or affiliate, the Vendor shall notify the City’s Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of the company or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director’s resolution approving the action, or an executed merger or acquisition agreement. Failure to do so may adversely impact future invoice payments. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0 286 Contract # 7501 – Stryker/Medical Division (2-22-2021) (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator’s fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: New Year’s Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0 287 Contract # 7501 – Stryker/Medical Division (2-22-2021) Christmas Day (observed) New Year’s Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph – i. “Component” means an article, material, or supply incorporated directly into an end product. ii. “Cost of components” means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. “Domestic end product” means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0 288 Contract # 7501 – Stryker/Medical Division (2-22-2021) produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. “End product” means those articles, materials, and supplies to be acquired under the contract for public use. v. “Foreign end product” means an end product other than a domestic end product. vi. “United States” means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled “Buy American Act Certificate”. 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on-site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Workers’ Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0 289 Contract # 7501 – Stryker/Medical Division (2-22-2021) federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0 290 Contract # 7501 – Stryker/Medical Division (2-22-2021) Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFP/Bid documents 3. City’s standard terms and conditions 4. Purchase order 5. Contractor terms and conditions DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0 291 Contract # 7501 – Stryker/Medical Division (2-22-2021) Exhibit C INSURANCE REQUIREMENTS AND WORKERS’ COMPENSATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall obtain and maintain until the contracted work has been completed, the insurance coverage as indicated hereinafter. Within fifteen (15) days of the receipt of a fully signed Contract, Contractor shall provide the Purchasing Department satisfactory certificates of insurance including copies of any addendum or endorsements applicable to the requirements hereunder, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. The City has the right to reject coverage and null contract if it is not proper coverage as outlined in this Exhibit C-Insurance and Worker’s Compensation Requirements. To the extent permitted by applicable laws and regulations, Contractor shall be allowed to meet the insurance requirements set forth within this Agreement through a program of self-insurance. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A- or better. • Any self-insured retentions shall be declared in the proposal. • Liability policies shall be endorsed to provide the following: ▪ Include as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. Blanket additional insured endorsements are acceptable. ▪ Except in the event that any claim or loss arises out of the negligence or willful misconduct of one or more of the Additional Insureds, that such insurance is primary to any other insurance maintained by the Additional Insured with respect to claims covered under the policy and that, except with respect to the available limits, such insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. ▪ With respect to the required Commercial Automobile Liability and Workers Compensation and Employers Liability insurance only, provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0 292 Contract # 7501 – Stryker/Medical Division (2-22-2021) volunteers. • Cancellation: City requires 30 day written notice should any of the policies required by this contract be cancelled or materially changed before the expiration date. • Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and/or purchase an extended reporting period (i.e. tail coverage), without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor’s annual general aggregate limit shall be double the occurrence limits required hereunder or the Contractor shall obtain Owners and Contractors Protective Liability Insurance. • Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [X] A. General Liability Insurance: General Liability insurance with combined single limits of $1,000,000.00 per occurrence, $2,000,000 annual products and completed operations aggregate and $2,000,000 annual general aggregate shall be obtained and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: • Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. • Coverage B shall include personal injury. • Coverage C, medical payments, is not required. • DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0 293 Contract # 7501 – Stryker/Medical Division (2-22-2021) [X] Commercial Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of $1,000,000 per accident either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include coverage for bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: • any auto, or • all owned hired and non-owned autos. [X] Workers’ Compensation Insurance Contractor shall purchase and maintain Workers’ Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of $100,000 for each accident, $100,000 per each employee for occupational disease, and a $500,000 policy limit for occupational disease. The City need not be named as an “Additional Insured” but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers’ Compensation Commission (TWCC). DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0 294 Contract # 7501 – Stryker/Medical Division (2-22-2021) Exhibit D Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0 295 Contract # 7501 – Stryker/Medical Division (2-22-2021) EXHIBIT E PROCARE PRICING AND SERVICE AGREEMENT TERMS AND CONDITIONS DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0 296 Exhibit E ProCare Service Plan Agreement Terms and Conditions and Pricing PLAN – STRYKER and CITY OF DENTON, TX This Exhibit, together with the Service Contract between the parties hereto sets forth the entire Product Service Plan Agreement (“Agreement”) between Stryker Sales, LLC, through its Medical Division, hereinafter referred to as "Stryker", and the City of Denton, TX named on the face of the ProCare Proposal, hereinafter, referred to as the "Customer". This is the entire Agreement and no other oral modifications are valid. This Agreement shall remain in effect unless canceled or modified by either party according to the following terms and conditions. Stryker accepts Customer’s order expressly conditioned on Customer’s assent to the terms set forth in this document. Customer’s order and acceptance of any portion of the services shall confirm Customer’s acceptance of these terms. Amendments to this document shall be in writing and no prior or subsequent acceptance by Stryker of any purchase order, acknowledgment, or other document from Customer specifying different and/or additional terms shall be effective unless signed by both parties. 1. SERVICE COVERAGE AND TERM Stryker shall provide to Customer the services (the “Services”) as defined on Page 1 of the Stryker Proposal as the equipment ProCare Program(s) (hereinafter each, a “Service Plan”). The equipment covered under said Service Plan is set forth on the Equipment Schedule attached to the Proposal (the “Equipment”). The Services and the Service Plan(s) are ancillary to and not a complete substitute for the requirements of Customer to adhere to the routine maintenance instructions provided by Stryker, its equipment and operations manuals, and accompanying labels and/or inserts for the Equipment. Customer covenants and agrees that its personnel will follow the instructions and contents of those manuals, labels and inserts. When Equipment or a component is replaced, the item provided in replacement will be the Customer’s property (if Customer owns the Equipment) and the replaced item will be Stryker’s property. The Service Plan(s) coverage, term, start date, and price of the Services appear on the face of the Stryker Proposal. 2. EQUIPMENT SCHEDULE CHANGES During the term of the Agreement and upon each party’s written consent, additional Equipment may be included in the Exhibits included in the Service contract 7501). All additions are subject to the terms and conditions contained herein. The parties shall mutually agree that Stryker shall adjust the charges and modify the Equipment Schedule to reflect any additions. 3. INSPECTION SCHEDULING Service inspections will be scheduled in advance at a mutually agreed upon time for such period of time as is reasonably necessary to complete the Services. Equipment not made available at the specified time will be serviced at the next scheduled service inspection unless specific arrangements are made with Stryker. Such arrangements will include travel and other special charges at Stryker’s then current rates. 4. INSPECTION ACTIVITY On each scheduled service inspection, Stryker’s Service Representative will inspect each available item of Equipment as required in accordance with Stryker’s then current maintenance procedures for said Equipment. If there is any discrepancy or questions on the number of inspections, price, or Equipment, the parties mutually agree to review and amend this Agreement. 5. CUSTOMER OBLIGATIONS Customer shall use commercially reasonable efforts to cooperate with Stryker in connection with Stryker’s performance of the Services. Customer understands and acknowledges that Stryker Service Representatives will not provide surgical or medical advice, will not practice surgery or medicine, will not come in physical contact with the patient, will not enter the “sterile field” at any time, and will not direct equipment or instruments that come in contact with the patient during surgery. Customer’s personnel will refrain from requesting Stryker Service Representatives to take any actions in violation of these requirements or in violation of applicable laws, rules or regulations, Customer policies, or the patient’s informed consent. A refusal by Stryker Service Representatives to engage in such activities shall not be a breach of this Agreement. Customer consents to the presence of Stryker Service Representatives its operating rooms, where applicable, in order for Stryker to provide Services under this Agreement and represents that it will obtain all necessary consents from patients. 6. SERVICE INVOICING Invoices will be sent on the agreed payment method. The parties acknowledge that Employer is a public entity/political subunit exempt from the payment of certain taxes and will provide exemption certificates or documentation confirming its tax-exempt status upon request. All invoices issued under this Agreement are to be paid within thirty (30) days of the receipt of the invoice as the minimum period established under the Customer’s state- mandated regulations. Failure to comply with state regulated terms will constitute breach of contract and future Service will only be made on a prepaid or COD basis, or until the previous obligation is satisfied, or both. Stryker reserves the right, with no liability to Stryker, to cancel any contract on the basis of payment default for any previous equipment or service provided by Stryker or any of its affiliates. The City of Denton is tax exempt. 7. PRICE CHANGES The Service prices specified herein are those in effect as of the date of acceptance of this Agreement and will continue in effect throughout the term of the Service Plan. 8. INITIAL INSPECTION This Agreement shall be applicable only to such Equipment as listed in the Equipment Schedule, which has been determined by a Stryker’s Representative to be in good operating condition upon his/her initial inspection thereof. DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0 297 Exhibit E ProCare Service Plan Agreement Terms and Conditions and Pricing 9. MAINTENANCE INSPECTION This Agreement may include products which are beyond their warranty period and tested expected service life. Any such product will be inspected to determine if the product meets the operations and maintenance manual guidelines for that particular product a s of the date of inspection. Despite any such inspection, Stryker makes no claims or assurances as to future performance, including no express or implied warranty, for any product which was inspected outside of its warranty period or beyond its tested expected service life. 10. SERVICE PLAN WARRANTY AND LIMITATIONS Stryker represents and warrants that the Services shall be performed in a workmanlike manner and with professional diligence and skill. Services will comply with all applicable laws and regulations. During the term of the Service Plan, Stryker will maintain the Equipment in good working condition. Notwithstanding any other provision of this Agreement, the Service Plan does not include repairs or other services made necessary by or related to, the following: (1) abnormal wear or damage caused by misuse or by failure to perform normal and routine maintenance as set out in the Stryker maintenance manual or operating instructions. (2) accidents (3) catastrophe (4) acts of god (5) any malfunction resulting from faulty maintenance, improper repair, damage and/or alteration by non-Stryker authorized personnel (6) Equipment on which any original serial numbers or other identification marks have been removed or destroyed; or (7) Equipment that has been repaired with any unauthorized or non -Stryker components. In addition, in order to ensure safe operation of the Equipment, only Stryker accessories should be used. Stryker reserves the right to invalidate the Service Plan if Equipment is used with accessories not manufactured by Stryker. TO THE FULLEST EXTENT PERMITTED BY LAW, THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION ARE THE ONLY WARRANT IES APPLICABLE TO THE SERVICES AND ARE EXPRESSLY IN LIEU OF ANY OTHER WARRANTY BY STRYKER, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. 11. WAIVER EXCLUSIONS No failure to exercise and no delay by Stryker in exercising any right, power or privilege hereunder shall operate as a waive r thereof. No waiver of any breach of any provision by Stryker shall be deemed to be a waiver by Stryker of any preceding or succeeding breach of the same or any other provision. No extension of time by Stryker for performance of any obligations or other acts hereunder or under any other agreement shall be deemed to be an extension of time for performances of any other obligations or any other acts by Stryker. 12. LIMITATION OF LIABILITY IN NO INSTANCE WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INCIDENTAL, PUNITIVE, SPECIAL, COVER, EXEMPLARY, MULTIPLIED OR CONSEQUENTIAL DAMAGES OR ATTORNEYS’ FEES OR COSTS FOR ANY ACTIONS UNDER OR RELATED TO THIS AGREEMENT. 13. FORCE MAJEURE Except for Customer’s payment obligations, which may only be delayed and not excused entirely, neither party to this Agreement will be liable for any delay or failure of performance that is the result of any happening or event that could not reasonably have been avoided or that is otherwise beyond its control, provided that the party hindered or delayed immediately notifies the other party describing the circumstances causing delay. Such happenings or events will include, but not be limited to, terrorism, acts of war, riots, civil disorder, rebellions, fire, flood, earthquake, explosion, action of the elements, acts of God, epidemic, pandemic, inability to obtain or shortage of material, equipment or transportation, governmental orders, restrictions, priorities or rationing, accidents and strikes, lockouts or other labor trouble or shortage. DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0 298 Exhibit E ProCare Service Plan Agreement Terms and Conditions and Pricing 14. WARRANTY OF NON-EXCLUSION Each party represents and warrants that as of the Effective Date, neither it nor any of its employees, are or have been excluded terminated, suspended, or debarred from a federal or state health care program or from participation in any federal or state procurement or non- procurement programs. Each party further represents that no final adverse action by the federal or state government has occurred or is pending or threatened against the party, its affiliates, or, to its knowledge, against any employee, Stryker, or agent engaged to provide Services under this Agreement. Each party also represents that if during the term of this Agreement it, or any of its employees becomes so excluded, terminated, suspended, or debarred from a federal or state health care program or from participation in any federal or state procurement or non-procurement programs, such will promptly notify the other party. Each party retains the right to terminate or modify this Agreement in the event of the other party’s exclusion from a federal or state health care program. 15. COMPLIANCE Stryker, as supplier, hereby informs Customer, as buyer, of Customer’s obligation to make all reports and disclosures required by law or contract, including without limitation properly reporting and appropriately reflecting actual prices paid for each item supplied hereunder net of any discount (including rebates and credits, if any) applicable to such item on Customer’s Medicare cost reports, and as otherwise required under the Federal Medicare and Medicaid Anti-Kickback Statute and the regulations thereunder (42 CFR Part 1001.952(h)). Pricing under this Agreement (and each Service Plan) may constitute discounts on the purchase of Services. Customer represents that (i) it shall make all required cost reports, and (ii) it has the corporate power and authority to make or cause such cost reports to be made. To the extent required by law, Customer and Stryker agree to com ply with the Omnibus Reconciliation Act of 1980 (P.L. 96Z499) and it’s implementing regulations (42 CFR, Part 420). To the extent applicable to the activities of Stryker hereunder, Stryker further specifically agrees that until the expiration of four (4) years after furnishing Services pursuant to this Agreement, Stryker shall make available, upon written request of the Secretary of the Department of Health and Human Services, or upon request of the Comptroller General, or any of their duly authorized representatives, this Agreement and the books, documents and records of Stryker that are necessary to verify the nature and extent of the costs charged to Customer hereunder. Stryker further agrees that if Stryker carries out any of the duties of this Agreement through a subcontract with a value or cost of ten thousand dollars ($10,000) or more over a twelve (12) month period, with a related organization, such subcontract shall contain a clause to the effect that until the expiration of four (4) years after the furnishing of such services pursuant to such subcontract, the related organization shall make available, upon written request to the Secretary, or upon request to the Comptroller General, or any of their duly authorized representatives the subcontract, and books and documents and records of such organization that are necessary to verify the nature and extent of such costs. In performance of this Agreement, Stryker shall also comply with all applicable state and federal regulations, including but not limited to discrimination laws. 16. CONFIDENTIALITY To the extent allowed by the laws of the State of Texas, the parties hereto shall hold in confidence this Agreement and the terms and conditions contained herein (including Services Plan pricing) and any information and materials which are related to the business of the other or are designated as proprietary or confidential, herein or otherwise; and (b) hereby covenant that they shall not disclose such information to any third party without prior written authorization of the one to whom such information relates. The rights and remedies available to a party hereunder shall not limit or preclude any other available equitable or legal remedies. 17. HIPAA Stryker is not a “business associate” of Customer, as the term “business associate” is defined by HIPAA (the Health Insurance Portability and Accountability Act of 1996 and 45 C.F.R. parts 142 and 160-164, as amended). All medical information and/or data concerning specific patients (including, but not limited to, the identity of the patients), derived incidentally during the course of this Agreement, shall be treated by both parties as confidential, and shall not be released, disclosed, or published to any party other than as required or permitted under applicable laws. 18. MISCELLANEOUS Neither party may assign or transfer their rights and/or benefits under this Agreement without the prior written consent of the other party, except that either party shall have the right to assign this Agreement or any rights under or interests in this Agreement to any parent, subsidiary or affiliate. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of, and be enforceable by permitted successors and assigns of the parties to this Agreement. This Agreement shall be construed and interpreted in accordance with the laws of the state where Customer is located. The invalidity, in whole or in part, of any of the foregoing paragraphs, where determined to be illegal, invalid, or unenforceable by a court or authority of competent jurisdiction, will not affect or impair the enforceability of the remainder of the Agreement.. DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0 299 5 Year Projected PROCARE Costs Model Number Serial Number 2021 2022 2023 2024 2025 2026 Power-PRO Cots 6500 80740797 6500 91241271 6500 80740796 6500 91241270 6506 121040990 $0.00 $1,028.04 $1,069.16 $1,111.93 $1,156.41 $1,202.66 6506 160241214 $0.00 $0.00 $1,069.16 $1,111.93 $1,156.40 $1,202.66 6506 151041439 $0.00 $1,028.04 $1,069.16 $1,111.93 $1,156.41 $1,202.66 6506 170139404 $0.00 $1,028.04 $1,069.16 $1,111.93 $1,156.41 $1,202.66 6506 180340071 $0.00 $1,028.04 $1,069.16 $1,111.93 $1,156.41 $1,202.66 6506 171040675 $0.00 $1,028.04 $1,069.16 $1,111.93 $1,156.41 $1,202.66 6506 121040961 $0.00 $1,028.04 $1,069.16 $1,111.93 $1,156.41 $1,202.66 6506 121040962 $0.00 $1,028.04 $1,069.16 $1,111.93 $1,156.41 $1,202.66 6506 121040989 $0.00 $1,028.04 $1,069.16 $1,111.93 $1,156.41 $1,202.66 6506 170839579 $0.00 $1,028.04 $1,069.16 $1,111.93 $1,156.41 $1,202.66 6506 180840125 $0.00 $1,028.04 $1,069.16 $1,111.93 $1,156.41 $1,202.66 6506 1902003500312 $0.00 $0.00 $0.00 $0.00 $0.00 $1,202.66 6506 1902003500311 $0.00 $0.00 $0.00 $0.00 $0.00 $1,202.66 6506 New 2021 3 $2,965.50 $3,054.47 $3,146.10 $3,240.48 $3,337.70 $3,437.83 6506 New 2022 2 $2,056.08 $2,117.76 $2,181.30 $2,246.73 $2,314.14 6506 New 2023 2 $2,117.76 $2,181.29 $2,246.73 $2,314.13 6506 New 2024 3 $3,240.48 $3,337.70 $3,437.83 6506 New 2025 2 $2,246.73 $2,314.13 6506 New 2026 3 $3,607.98 Power-Load Systems 6390 160340227 $0.00 $0.00 $1,377.31 $1,418.63 $1,461.19 $1,505.02 6390 160839234 $0.00 $0.00 $1,377.31 $1,418.63 $1,461.19 $1,505.02 6390 171040758 $0.00 $1,337.20 $1,377.31 $1,418.63 $1,461.19 $1,505.02 6390 2017012400121 $0.00 $1,337.20 $1,377.31 $1,418.63 $1,461.19 $1,505.02 6390 161241200 $0.00 $0.00 $0.00 $1,418.63 $1,461.19 $1,505.02 6390 151040502 $0.00 $1,337.20 $1,377.31 $1,418.63 $1,461.19 $1,505.02 6390 161139997 $0.00 $1,337.20 $1,377.31 $1,418.63 $1,461.19 $1,505.02 6390 170739553 $0.00 $1,337.20 $1,377.31 $1,418.63 $1,461.19 $1,505.02 6390 2018012400824 $0.00 $1,337.20 $1,377.31 $1,418.63 $1,461.19 $1,505.02 6390 1901012400034 $0.00 $0.00 $0.00 $0.00 $0.00 $1,505.02 6390 1901012400030 $0.00 $0.00 $0.00 $0.00 $0.00 $1,505.02 6390 New 2021 3 $3,894.75 $4,011.59 $4,131.94 $4,255.90 $4,383.58 $4,515.08 6390 New 2022 2 $2,674.40 $2,754.63 $2,837.27 $2,922.39 $3,010.06 6390 New 2023 2 $2,754.63 $2,837.27 $2,922.39 $3,010.06 6390 New 2024 3 $4,255.90 $4,383.58 $4,515.08 6390 New 2025 2 $2,922.39 $3,010.06 6390 New 2026 3 $4,515.08 EXHIBIT F DENTON FIRE ASSET SPREADSHEET DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0 300 5 Year Projected PROCARE Costs Model Number Serial Number 2021 2022 2023 2024 2025 2026 AEDS CR+42149664 $336.30 CR+43034281 $336.30 CR+43056181 $336.30 CR+42149666 $336.30 CR+43056255 $336.30 CR+39395557 $336.30 CR+42149665 $336.30 CR+43830066 $336.30 LP1000 37216157 $336.30 $346.39 $356.78 $367.48 $378.51 $389.86 LP1000 37849584 $336.30 $346.39 $356.78 $367.48 $378.51 $389.86 LP1000 37852527 $336.30 $346.39 $356.78 $367.48 $378.51 $389.86 LP1000 39143108 $336.30 $346.39 $356.78 $367.48 $378.51 $389.86 LP1000 39143109 $336.30 $346.39 $356.78 $367.48 $378.51 $389.86 LP1000 39143110 $336.30 $346.39 $356.78 $367.48 $378.51 $389.86 LP1000 39912529 $336.30 $346.39 $356.78 $367.48 $378.51 $389.86 LP1000 40415626 $336.30 $346.39 $356.78 $367.48 $378.51 $389.86 CR2 Current 12 Units $4,035.60 $4,156.67 $4,281.37 $4,409.81 $4,542.10 $4,678.37 CR2 2021 35 Units $12,123.65 $12,487.36 $12,861.98 $13,247.84 $13,645.27 CR2 2022 30 Units $10,703.40 $11,024.50 $11,355.24 $11,695.89 LP15 LP15 42965141 $1,530.00 $1,575.90 LP15 39607458 $1,530.00 $1,575.90 LP15 39957296 $1,530.00 $1,575.90 LP15 39957294 $1,530.00 $1,575.90 $1,623.18 LP15 44339419 $1,530.00 $1,575.90 $1,623.18 LP15 45073421 $1,530.00 $1,575.90 $1,623.18 $1,671.87 $1,722.03 $1,773.69 LP15 45063930 $1,530.00 $1,575.90 $1,623.18 $1,671.87 $1,722.03 $1,773.69 LP15 45491433 $0.00 $1,575.90 $1,623.18 $1,671.87 $1,722.03 $1,773.69 LP15 46903324 $1,530.00 $1,576.90 $1,624.21 $1,672.93 $1,723.12 $1,774.81 LP15 48017491 $0.00 $0.00 $0.00 $1,672.93 $1,723.12 $1,774.81 LP15 48017763 $0.00 $0.00 $0.00 $1,672.93 $1,722.03 $1,773.69 LP15 385377758 $1,530.00 $1,575.90 $1,623.18 $1,671.87 $1,722.03 $1,773.69 LP15 38538721 $1,530.00 $1,575.90 $1,623.18 $1,671.87 $1,722.03 $1,773.69 LP15 40259642 $1,530.00 $1,575.90 $1,623.18 $1,671.87 $1,722.03 $1,773.69 LP15 40259645 $1,530.00 $1,575.90 $1,623.18 $1,671.87 $1,722.03 $1,773.69 LP15 41208206 $1,530.00 $1,575.90 $1,623.18 $1,671.87 $1,722.03 $1,773.69 LP15 41208283 $1,530.00 $1,575.90 $1,623.18 $1,671.87 $1,722.03 $1,773.69 LP15 41208787 $1,530.00 $1,575.90 $1,623.18 $1,671.87 $1,722.03 $1,773.69 LP15 41208871 $1,530.00 $1,575.90 $1,623.18 $1,671.87 $1,722.03 $1,773.69 LP15 41208945 $1,530.00 $1,575.90 $1,623.18 $1,671.87 $1,722.03 $1,773.69 LP15 41209696 $1,530.00 $1,575.90 $1,623.18 $1,671.87 $1,722.03 $1,773.69 LP15 41251915 $1,530.00 $1,575.90 $1,623.18 $1,671.87 $1,722.03 $1,773.69 LP15 48596220 $1,530.00 $1,575.90 $1,623.18 $1,671.87 $1,722.03 $1,773.69 2021 New LP15 4 $6,120.00 $6,303.60 $6,492.71 $6,687.49 $6,888.11 $7,094.76 2022 New LP15 3 $4,727.70 $4,869.53 $5,015.62 $5,166.09 $5,321.07 2023 New LP15 3 $4,869.54 $5,015.63 $5,166.09 $5,321.08 2024 New LP15 4 $6,687.48 $6,888.10 $7,094.75 2025 New LP15 3 $5,166.09 $5,321.07 2026 New LP15 4 $7,094.76 DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0 301 5 Year Projected PROCARE Costs Model Number Serial Number 2021 2022 2023 2024 2025 2026 Lucas Lucas 3519G863 $1,913.40 $1,970.80 $2,029.93 $2,090.82 $2,153.55 $2,218.16 Lucas 3519G864 $1,913.40 $1,970.80 $2,029.93 $2,090.82 $2,153.55 $2,218.16 Lucas 3519G865 $1,913.40 $1,970.80 $2,029.93 $2,090.82 $2,153.55 $2,218.16 Lucas 3519G866 $1,913.40 $1,970.80 $2,029.93 $2,090.82 $2,153.55 $2,218.16 Lucas 3519G867 $1,913.40 $1,970.80 $2,029.93 $2,090.82 $2,153.55 $2,218.16 Lucas 3519G868 $1,913.40 $1,970.80 $2,029.93 $2,090.82 $2,153.55 $2,218.16 Lucas 3519G869 $1,913.40 $1,970.80 $2,029.93 $2,090.82 $2,153.55 $2,218.16 Lucas 3519G870 $1,913.40 $1,970.80 $2,029.93 $2,090.82 $2,153.55 $2,218.16 Lucas 3519G871 $1,913.40 $1,970.80 $2,029.93 $2,090.82 $2,153.55 $2,218.16 2021 New Lucas 3 $5,740.20 $5,912.41 $6,089.78 $6,272.47 $6,460.65 $6,654.47 2022 New Lucas 2 $3,941.60 $4,059.85 $4,181.65 $4,307.10 $4,436.31 2023 New Lucas 2 $4,059.85 $4,181.65 $4,307.10 $4,436.31 2024 New Lucas 3 $6,272.47 $6,460.65 $6,654.47 2025 New Lucas 2 $4,307.10 $4,436.31 2026 New Lucas 3 $6,654.47 Modems Verizon Kore 20174785 $209.00 $215.27 $221.73 $228.38 $235.23 $242.29 Verizon Kore 20174786 $209.00 $215.27 $221.73 $228.38 $235.23 $242.29 Verizon Kore 20442394 $209.00 $215.27 $221.73 $228.38 $235.23 $242.29 Verizon Kore 20442395 $209.00 $215.27 $221.73 $228.38 $235.23 $242.29 Verizon Kore 20442396 $209.00 $215.27 $221.73 $228.38 $235.23 $242.29 Verizon Kore 20442397 $209.00 $215.27 $221.73 $228.38 $235.23 $242.29 Verizon Kore 20442398 $209.00 $215.27 $221.73 $228.38 $235.23 $242.29 Verizon Kore 20442399 $209.00 $215.27 $221.73 $228.38 $235.23 $242.29 Verizon Kore 20442400 $209.00 $215.27 $221.73 $228.38 $235.23 $242.29 Verizon Kore 20442401 $209.00 $215.27 $221.73 $228.38 $235.23 $242.29 Verizon Kore 20442402 $209.00 $215.27 $221.73 $228.38 $235.23 $242.29 Verizon Kore 20442403 $209.00 $215.27 $221.73 $228.38 $235.23 $242.29 Verizon Kore 20543068 $209.00 $215.27 $221.73 $228.38 $235.23 $242.29 Verizon Kore 20543069 $209.00 $215.27 $221.73 $228.38 $235.23 $242.29 Verizon Kore 20543070 $209.00 $215.27 $221.73 $228.38 $235.23 $242.29 Verizon Kore 20543071 $209.00 $215.27 $221.73 $228.38 $235.23 $242.29 Verizon Kore 20543072 $209.00 $215.27 $221.73 $228.38 $235.23 $242.29 Verizon Kore 20543073 $209.00 $215.27 $221.73 $228.38 $235.23 $242.29 Verizon Kore 20543074 $209.00 $215.27 $221.73 $228.38 $235.23 $242.29 Verizon Kore 20543075 $209.00 $215.27 $221.73 $228.38 $235.23 $242.29 Verizon Kore 20749962 $209.00 $215.27 $221.73 $228.38 $235.23 $242.29 Verizon Kore 20749963 $209.00 $215.27 $221.73 $228.38 $235.23 $242.29 Verizon Kore 20749964 $209.00 $215.27 $221.73 $228.38 $235.23 $242.29 Verizon Kore 20665108 $209.00 $215.27 $221.73 $228.38 $235.23 $242.29 DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0 302 5 Year Projected PROCARE Costs Model Number Serial Number 2021 2022 2023 2024 2025 2026 Stair-PRO 6252 080940821 $171.60 $176.75 $182.05 $187.51 $193.14 6252 100141206 $171.60 $176.75 $182.05 $187.51 $193.14 6252 130140732 $171.60 $176.75 $182.05 $187.51 $193.14 6252 130140733 $171.60 $176.75 $182.05 $187.51 $193.14 6252 130140734 $171.60 $176.75 $182.05 $187.51 $193.14 6252 130140735 $171.60 $176.75 $182.05 $187.51 $193.14 6252 080940822 $171.60 $176.75 $182.05 $187.51 $193.14 6252 100141207 $171.60 $176.75 $182.05 $187.51 $193.14 2021 New 6252 3 $499.80 $514.80 $530.24 $546.15 $562.54 $579.41 2022 New 6252 2 $343.20 $353.50 $364.10 $375.02 $386.27 2023 New 6252 2 $353.50 $364.10 $375.02 $386.27 2024 New 6252 3 $546.15 $562.54 $579.41 2025 New 6252 2 $375.02 $386.27 2026 New 6252 3 $579.41 Code Stat Upgrade 2022 $2,473.00 2026 $2,750.00 TOTAL PROCARE ESTIMATE $996,130.70 DocuSign Envelope ID: 20554D99-24D5-4BEA-8090-53B4E1E58AF0 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: 20554D99-24D5-4BEA-8090-53B4E1E58AF0 G STRYKER SALES, LLC, through its Medical Division, f/k/a STRYKER SALES CORPORATION 3/4/2021 304 Certificate Of Completion Envelope Id: 20554D9924D54BEA809053B4E1E58AF0 Status: Sent Subject: Please DocuSign: City Council Contract 7501 Stryker ProCare Source Envelope: Document Pages: 33 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: 198.49.140.10 Record Tracking Status: Original 3/3/2021 3:31:49 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: 198.49.140.10 Sent: 3/3/2021 3:46:22 PM Viewed: 3/3/2021 3:46:29 PM Signed: 3/3/2021 3:55:37 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 3/3/2021 3:55:39 PM Viewed: 3/3/2021 4:05:38 PM Signed: 3/3/2021 4:13:50 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: 3/3/2021 4:13:52 PM Viewed: 3/3/2021 4:18:16 PM Signed: 3/3/2021 4:50:25 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Tom Tackabury tom.tackabury@stryker.com Sr. Sales Manager Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 52.154.71.15 Sent: 3/3/2021 4:50:27 PM Viewed: 3/4/2021 7:53:02 AM Signed: 3/4/2021 7:53:24 AM Electronic Record and Signature Disclosure: Accepted: 3/4/2021 7:53:02 AM ID: 951f9cf6-ec53-4b9e-9f58-d6a6c346abd7 305 Signer Events Signature Timestamp Kenneth Hedges Kenneth.Hedges@cityofdenton.com Fire Chief Security Level: Email, Account Authentication (None)Signature Adoption: Drawn on Device Using IP Address: 198.49.140.10 Sent: 3/4/2021 7:53:27 AM Viewed: 3/4/2021 8:08:03 AM Signed: 3/4/2021 8:08:28 AM Electronic Record and Signature Disclosure: Accepted: 3/4/2021 8:08:03 AM ID: e1d3264b-810c-4a08-9a8e-59c11a85148d Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 3/4/2021 8:08:31 AM 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: 3/3/2021 11:12:53 PM ID: 37b5af72-ec88-49c0-898b-10e8d913ac68 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: 3/3/2021 3:55:39 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: 3/4/2021 8:08:31 AM 306 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: 3/4/2021 8:08:31 AM Viewed: 3/4/2021 8:10:28 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 Dinora Velasquez Dinora.Velasquez@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 3/3/2021 3:46:22 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. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Tom Tackabury, Kenneth Hedges, Rosa Rios 308 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.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetScape 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: •Allow per session cookies •Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. 309 Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. 310 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-597,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 contract with John D.Sims,dba Industrial Contamination Extraction Service Inc.(ICES),for fuel island equipment repair and annual maintenance services for the Fleet Services Department;providing for the expenditure of funds therefor;and providing an effective date (RFP 7502 -awarded to John D.Sims,dba Industrial Contamination Extraction Service Inc.(ICES),for three (3) years,with the option for two (2)additional one (1)year extensions,in the total five (5)year not-to-exceed amount of $105,000.00). City of Denton Printed on 4/2/2021Page 1 of 1 powered by Legistar™311 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance ACM: David Gaines DATE: April 6, 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 contract with John D. Sims, dba Industrial Contamination Extraction Service Inc. (ICES), for fuel island equipment repair and annual maintenance services for the Fleet Services Department; providing for the expenditure of funds therefor; and providing an effective date (RFP 7502 – awarded to John D. Sims, dba Industrial Contamination Extraction Service Inc. (ICES), for three (3) years, with the option for two (2) additional one (1) year extensions, in the total five (5) year not-to-exceed amount of $105,000.00). INFORMATION/BACKGROUND The City currently operates two (2) fuel sites for the fueling of vehicles and equipment. These sites store, dispense and provide the infrastructure to track all liquid fuel transactions for Unleaded, Diesel, and Biodiesel fuels. Approximately $2.5M in fuel transactions are processed annually. Minor repairs to fuel island equipment such as hoses, fittings, break-away couplings, etc. are performed by Fleet employees. Fleet frequently contracts the inspection, service, and maintenance of these sites to an outside vendor or vendors on an as-needed basis. As the fueling infrastructure ages, and regulations governing the storage and dispensing of liquid fuels change, repairs become more frequent and costly. Texas Commission on Environmental Quality (TCEQ) regulations specify annual line tightness testing, Sump testing, vapor recovery system testing, and quarterly inspections which are all contracted through qualified vendors. There are an estimated $40,000 in required TCEQ upgrades to fuel island equipment included in the final amount. Expense Category Estimated 5-Year Expenditure Annual Service - $12,000 60,000 TCEQ upgrades 40,000 5% contingency for additional support hours 5,000 Total: $105,000 Requests for Proposals was sent to 60 prospective suppliers, including eight (8) Denton firms, of this item. In addition, specifications were placed on the Materials Management website for prospective suppliers to City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 312 download and advertised in the local newspaper. Two (2) proposals were received and were evaluated based upon published criteria including delivery, compliance with specifications, probable performance, and price. Best and Final Offers (BAFO) were requested from both firms. Based upon this evaluation, John D. Sims, dba Industrial Contamination Extraction Service Inc. (ICES) was ranked the highest and determined to be the best value for the City. NIGP Code Used for Solicitation: 928 - (Service Only) - Equipment Maintenance and Repair Services for Automobiles, Trucks, Trailers, Transit Buses, and Other Vehicles Notifications sent for Solicitation sent in IonWave: 60 Number of Suppliers that viewed Solicitation in IonWave: 7 HUB-Historically Underutilized Business Invitations sent out: 2 SBE-Small Business Enterprise Invitations sent out: 17 Responses from Solicitation: 2 RECOMMENDATION Award a contract with John D. Sims, dba Industrial Contamination Extraction Service Inc. (ICES), for fuel island equipment repair and annual maintenance services for the Fleet Services Department, in a three (3) year, with the option for two (2) additional one (1) year extensions, in the total five (5) year not-to-exceed amount of $105,000. PRINCIPAL PLACE OF BUSINESS John D. Sims, dba Industrial Contamination Extraction Service Inc. (ICES) Keller, TX ESTIMATED SCHEDULE OF PROJECT This is an initial three (3) year contract with options to extend the contract for two (2) additional one (1) year periods, with all terms and conditions remaining the same. FISCAL INFORMATION These items/services will be funded from Fleet Services Operation Funds. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Pricing Evaluation Exhibit 3: Ordinance and Contract Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Terry Kader, 940-349-8729. Legal point of contact: Marcella Lunn at 940-349-8333. 313 Line #Description QTY UOM Unit Extended Unit Extended 1 1.1 HOURLY FIELD SERVICE RATE 60 HOURS $85.00 $5,100.00 $80.00 $4,800.00 1.2 TRAVEL/MILEAGE RATE FEE 250 MILES $0.00 $0.00 $0.55 $137.50 1.3 AFTER HOURS/WEEKENDS/HOLIDAY FIELD SERVICE RATE 10 HOURS $130.00 $1,300.00 $120.00 $1,200.00 1.4 QUARTERLY INSPECTION PREVENTION MAINTENANCE SERVICE 8 EA $250.00 $2,000.00 $200.00 $1,600.00 1.5 ANNUAL VAPOR RECOVERY SYSTEM TESTING 1 EA $500.00 $500.00 $375.00 $375.00 1.6 ANNUAL LINE TIGHTNESS TESTING 2 EA $600.00 $1,200.00 $255.00 $510.00 1.7 ANNUAL SUMP TESTING 2 EA $600.00 $1,200.00 $250.00 $500.00 1.8 ANNUAL VAPOR RECOVERY SYSTEM TESTING - ARID TECHNOLOGY SYSTEM 1 EA $500.00 $500.00 $575.00 $575.00 2 2.1 ASSISTANCE WITH TCEQ INSPECTIONS 1 EA $0.00 Included $160.00 $160.00 2.2 OTHER ADDED SERVICE 1 EA • Discount on replacement parts Item # 1 2 3 4 Description Evaluation Total Contract Amount (5 years):$105,000.00 0% $300• Rate per gallon or flat rate range ($X - $XX) for water removal/disposal from tanks during quarterly inspections. Section A Total:$11,800.00 $9,697.50 SECTION A - MAINTENANCE AND REPAIR RATES SECTION B - VALUE ADDED OR ADDITIONAL SERVICES • Testing of tanks to verify if water is present (but not removal) • Inspection of entire fuel system (including spill buckets, UDC’s, sumps, and all visible lines, hose assemblies, and fittings) Exhibit 2 RFP 7502 - Pricing Evaluation for Fuel Island Repairs Respondent's Business Name: Principal Place of Business (City and State): 83.37 82.00 18 14 32.87 40 Probable Performance - 20% Price, Total Cost of Ownership - 40% Total Score: 8.5 7 24 21 Delivery/Project Schedule - 10% Compliance with Specifications - 30% Unified Services of Texas, Inc. (Unified Services of Texas) Industrial Contamination Extraction Service Inc. Southlake, TXKeller, TX Industrial Contamination Extraction Service Unified Services of Texas, Inc. (Unified Services of Texas) 10% $355 314 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 CONTRACT WITH JOHN D. SIMS, DBA INDUSTRIAL CONTAMINATION EXTRACTION SERVICE INC. (ICES), FOR FUEL ISLAND EQUIPMENT REPAIR AND ANNUAL MAINTENANCE SERVICES FOR THE FLEET SERVICES DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 7502 – AWARDED TO JOHN D. SIMS, DBA INDUSTRIAL CONTAMINATION EXTRACTION SERVICE INC. (ICES), FOR THREE (3) YEARS, WITH THE OPTION FOR TWO (2) ADDITIONAL ONE (1) YEAR EXTENSIONS, IN THE TOTAL FIVE (5) YEAR NOT-TO-EXCEED AMOUNT OF $105,000.00). WHEREAS, the City has solicited, received, and evaluated competitive proposals for fuel island equipment repair and annual maintenance services for the Fleet Services Department; and WHEREAS, the City Manager, or a designated employee, has received, reviewed and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplies, or services shown in the “Request Proposals” on file in the office of the Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFP NUMBER CONTRACTOR AMOUNT 7502 John D. Sims, dba Industrial $105,000.00 Contamination Extraction Service Inc. (ICES) SECTION 2. That by the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, specifications, standards, quantities, and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. 315 SECTION 3. That should the City and person submitting approved and accepted items wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager, or their designated representative, is hereby authorized to execute the written contract; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities, and specified sums contained in the Proposal and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton, hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or their designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by __________________________ and seconded by _________________________________. The ordinance was passed and approved by the following vote [___ - ___]: Aye Nay Abstain Absent Mayor 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 316 ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: _________________________________ 317 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: F5F44C7A-7A07-4E83-A82A-07EED1A44A2F 7502 Yes RFP Cori Power Fuel Island Repairs 318 Contract # 7502 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND JOHN D. SIMS, DBA, INDUSTRIAL CONTAMINATION EXTRACTION SERVICE INC. (ICES) (CONTRACT 7502) THIS CONTRACT is made and entered into this date ______________________, by and between John D. Sims, dba, Industrial Contamination Extraction Service Inc. (ICES), a Texas Sole Proprietorship, whose address is 8405 Stephanie Dr., North Richland Hills, TX 76182, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Contractor shall provide products and/or services in accordance with the City’s document RFP 7502 – Fuel Island Repairs, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit “A”); (b) City of Denton’s RFP 7502 (Exhibit “B” on File at the Office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions (Exhibit “C”); (d) Insurance Requirements (Exhibit “D”); (e) Certificate of Interested Parties Electronic Filing (Exhibit "E"); (f) Contractor’s Proposal (Exhibit "F"); (g) Form CIQ – Conflict of Interest Questionnaire (Exhibit "G"); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as “Contract Documents.” Prohibition on Contracts with Companies Boycotting Israel Supplier acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Supplier certifies that Supplier’s signature provides written verification to the City that Supplier: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition on Contracts with Companies Doing Business with Iran, Sudan, or a Foreign Terrorist DocuSign Envelope ID: F5F44C7A-7A07-4E83-A82A-07EED1A44A2F 319 Contract # 7502 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, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR 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: _______________________________ 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: F5F44C7A-7A07-4E83-A82A-07EED1A44A2F ices.rambo@gmail.com ices.rambo@gmail.com 817-914-8529 Eddie Rambo VP ethan cox General Manager of Public Works Public Works 320 Contract # 7502 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $105,000. Pricing shall be per Exhibit F attached. 2. Contract Terms The contract term will be three (3) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional two (2) one-year periods. The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council. The Supplier’s request to not renew the contract must be submitted in writing to the Purchasing Manager at least 60 days prior to the contract renewal date for each year. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months. 3. Price Escalation and De-escalation On Supplier’s request in the form stated herein, the City will implement an escalation/de- escalation price adjustment annually based on these special terms. Any request for price adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI) or the manufacturer published pricing list. The maximum escalation will not exceed +/- 8% for any individual year. The escalation will be determined annually at the renewal date. The price will be increased or decreased based upon the annual percentage change in the PPI or the percentage change in the manufacturer’s price list. Should the PPI or manufacturer price list change exceed a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the percent change not to exceed the 8% limit per year. The supplier should provide documentation as percentage of each cost associated with the unit prices quoted for consideration. Request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must also provide supporting documentation as justification for the request. If no request is made, then it will be assumed that the current contract price will be in effect. Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation as competitive with the general market price at the time, and become effective upon the renewal date of the contract award or reject the increases within 30 calendar days after receipt of a properly submitted request. If a properly submitted increase is rejected, the Contractor may request cancellation of such items from the Contract by giving the City of Denton written notice. Cancellation will not go into effect for 15 calendar days after a determination has been issued. Pre-price increase prices must be honored on orders dated up to the official date of the City of Denton approval and/or cancellation. DocuSign Envelope ID: F5F44C7A-7A07-4E83-A82A-07EED1A44A2F 321 Contract # 7502 The request can be sent by e-mail to: purchasing@cityofdenton.com noting the solicitation number. The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes. 4. Performance Liquidated Damages The Contractor shall incur contractual payment losses, as initiated by the City for performance that falls short of specified performance standards as outlined below:  Delivery beyond contracted lead times  Performance below contracted levels (services only) The Contractor shall be assessed a one (1%) percent fee each month when any one of the performance standards outlined above are not met in full. The Contractor shall be assessed a two (2%) percent profit fee each month when any two (2) or more performance standards outlined above are not met in full. At the end of each month, the City will review the monthly reports and determine the percentage of penalty to be assessed to the Contractor’s monthly profit margin. DocuSign Envelope ID: F5F44C7A-7A07-4E83-A82A-07EED1A44A2F 322 Contract # 7502 Exhibit C Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton’s contract are applicable to contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City’s Procurement Department and the Supplier. No Terms and Conditions contained in the seller’s proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the City’s premises or on public rights-of-way. 1. CONTRACTOR’S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor’s Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City’s name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be DocuSign Envelope ID: F5F44C7A-7A07-4E83-A82A-07EED1A44A2F 323 Contract # 7502 shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Contractor’s price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non-conforming deliverables. If the City has the right to inspect the Contractor’s, or the Contractor’s Subcontractor’s, facilities, or the deliverables at the Contractor’s, or the Contractor’s Subcontractor’s, premises, the Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the City’s service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Contractor’s obligations under the contract. The Contractor hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, City Staff, participants and others on or near the City’s facilities. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed DocuSign Envelope ID: F5F44C7A-7A07-4E83-A82A-07EED1A44A2F 324 Contract # 7502 any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it’s Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor’s obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department’s Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Contractor’s name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor’s registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor’s invoice. C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City’s receipt of the deliverables or of the invoice being received DocuSign Envelope ID: F5F44C7A-7A07-4E83-A82A-07EED1A44A2F 325 Contract # 7502 in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non-conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City’s agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor’s obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failure of the Contractor to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City’s payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. DocuSign Envelope ID: F5F44C7A-7A07-4E83-A82A-07EED1A44A2F 326 Contract # 7502 15. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor’s continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City’s right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor’s Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract DocuSign Envelope ID: F5F44C7A-7A07-4E83-A82A-07EED1A44A2F 327 Contract # 7502 Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY – TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY – DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and DocuSign Envelope ID: F5F44C7A-7A07-4E83-A82A-07EED1A44A2F 328 Contract # 7502 conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables, or replace the non-conforming deliverables with fully conforming deliverables, at the City’s option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City’s rights under this section. D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer’s warranty, the Contractor shall transfer and assign such manufacturer’s warranty to the City. If for any reason the manufacturer’s warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturer’s warranty for the benefit of the City. 22. WARRANTY – SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the City’s rights under this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such DocuSign Envelope ID: F5F44C7A-7A07-4E83-A82A-07EED1A44A2F 329 Contract # 7502 services from another source. 23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City’s evaluation of and determination to accept such defective or non-conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non-conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party’s intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor’s Offer, or in any report or deliverable required to be submitted by the Contractor to the City. 27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City’s reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor’s default, including, without limitation, cost of cover, reasonable attorneys’ fees, court costs, and prejudgment and post- judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City’s vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days’ prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to DocuSign Envelope ID: F5F44C7A-7A07-4E83-A82A-07EED1A44A2F 330 Contract # 7502 the date of termination in accordance with the terms hereof. 29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR’S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE DocuSign Envelope ID: F5F44C7A-7A07-4E83-A82A-07EED1A44A2F 331 Contract # 7502 RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage’s and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor’s and all subcontractors’ insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers’ compensation coverage written by the Texas Workers’ Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The “other” insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law DocuSign Envelope ID: F5F44C7A-7A07-4E83-A82A-07EED1A44A2F 332 Contract # 7502 or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage’s indicated within the Contract. xiv. The insurance coverage’s specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse effect on the Contractor’s ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor’s Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents DocuSign Envelope ID: F5F44C7A-7A07-4E83-A82A-07EED1A44A2F 333 Contract # 7502 and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City’s exercise anywhere in the world of the rights associated with the City’s’ ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor’s breach of any of Contractor’s representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co-counsel on the City’s behalf. Further, Contractor agrees that the City’s specifications regarding the deliverables shall in no way diminish Contractor’s warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City’s and/or its licensors’ confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, “Confidential Information”). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor DocuSign Envelope ID: F5F44C7A-7A07-4E83-A82A-07EED1A44A2F 334 Contract # 7502 agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City’s sole or joint ownership of any such deliverables arising by virtue of the City’s sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made-for-hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made- for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work- made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Contractor’s obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Contractor shall not advertise or publish, without the City’s prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding DocuSign Envelope ID: F5F44C7A-7A07-4E83-A82A-07EED1A44A2F 335 Contract # 7502 or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker’s compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. The Vendor shall notify the City’s Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of the company or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director’s resolution approving the action, or an executed merger or acquisition agreement. Failure to do so may adversely impact future invoice payments. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either DocuSign Envelope ID: F5F44C7A-7A07-4E83-A82A-07EED1A44A2F 336 Contract # 7502 the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator’s fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would DocuSign Envelope ID: F5F44C7A-7A07-4E83-A82A-07EED1A44A2F 337 Contract # 7502 refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: New Year’s Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year’s Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual DocuSign Envelope ID: F5F44C7A-7A07-4E83-A82A-07EED1A44A2F 338 Contract # 7502 orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph – i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. DocuSign Envelope ID: F5F44C7A-7A07-4E83-A82A-07EED1A44A2F 339 Contract # 7502 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Workers’ Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar DocuSign Envelope ID: F5F44C7A-7A07-4E83-A82A-07EED1A44A2F 340 Contract # 7502 days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFP/Bid documents 3. City’s standard terms and conditions 4. Purchase order 5. Supplier terms and conditions DocuSign Envelope ID: F5F44C7A-7A07-4E83-A82A-07EED1A44A2F 341 Contract # 7502 Exhibit D INSURANCE REQUIREMENTS AND WORKERS’ COMPENSATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted:  Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better.  Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.  Liability policies shall be endorsed to provide the following:  Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers.  That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability.  Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers.  Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. DocuSign Envelope ID: F5F44C7A-7A07-4E83-A82A-07EED1A44A2F 342 Contract # 7502  Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered.  Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance.  Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used:  Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage.  Coverage B shall include personal injury.  Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least:  Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures.  Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. DocuSign Envelope ID: F5F44C7A-7A07-4E83-A82A-07EED1A44A2F 343 Contract # 7502 [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for:  any auto, or  all owned hired and non-owned autos. [X] Workers’ Compensation Insurance Contractor shall purchase and maintain Workers’ Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers’ Compensation Commission (TWCC). [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an “occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. [ ] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. [ ] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. DocuSign Envelope ID: F5F44C7A-7A07-4E83-A82A-07EED1A44A2F 344 Contract # 7502 [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. [ ] Environmental Liability Insurance Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this contract. [ ] Riggers Insurance The Contractor shall provide coverage for Rigger’s Liability. Said coverage may be provided by a Rigger’s Liability endorsement on the existing CGL coverage; through and Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, Rigger’s Liability Coverage form. Said coverage shall mirror the limits provided by the CGL coverage [ ] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a “blanket” basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required. [ ] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. DocuSign Envelope ID: F5F44C7A-7A07-4E83-A82A-07EED1A44A2F 345 Contract # 7502 ATTACHMENT 1 [ ] Workers’ Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner- operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the DocuSign Envelope ID: F5F44C7A-7A07-4E83-A82A-07EED1A44A2F 346 Contract # 7502 project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and DocuSign Envelope ID: F5F44C7A-7A07-4E83-A82A-07EED1A44A2F 347 Contract # 7502 b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor’s failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. DocuSign Envelope ID: F5F44C7A-7A07-4E83-A82A-07EED1A44A2F 348 Contract # 7502 Exhibit E Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. DocuSign Envelope ID: F5F44C7A-7A07-4E83-A82A-07EED1A44A2F 349 Line #Description QTY UOM Unit 1 SECTION A - MAINTENANCE AND REPAIR RATES 1.1 HOURLY FIELD SERVICE RATE 60 HOURS $85.00 1.2 TRAVEL/MILEAGE RATE FEE 250 MILES $0.00 1.3 AFTER HOURS/WEEKENDS/HOLIDAY FIELD SERVICE RATE 10 HOURS $130.00 1.4 QUARTERLY INSPECTION PREVENTION MAINTENANCE SERVICE 8 EA $250.00 • Testing of tanks to verify if water is present (but not removal) • Inspection of entire fuel system (including spill buckets, UDC’s, sumps, and all visible lines, hose assemblies, and fittings) 1.5 ANNUAL VAPOR RECOVERY SYSTEM TESTING 1 EA $500.00 1.6 ANNUAL LINE TIGHTNESS TESTING 2 EA $600.00 1.7 ANNUAL SUMP TESTING 2 EA $600.00 1.8 ANNUAL VAPOR RECOVERY SYSTEM TESTING - ARID TECHNOLOGY SYSTEM 1 EA $500.00 2 SECTION B - VALUE ADDED OR ADDITIONAL SERVICES 2.1 ASSISTANCE WITH TCEQ INSPECTIONS (included)1 EA $0.00 2.2 OTHER ADDED SERVICE • Discount on replacement parts 0% • Rate for water removal/disposal from tanks during quarterly inspections. ($300.00 to remove up to 100 Gallons then $1.00 per gallon) $300 Exhibit F RFP 7502 - Fuel Island Repairs 7502 - Page 1 John D. Sims, dba, Industrial Contamination Extraction Service Inc. (ICES) DocuSign Envelope ID: F5F44C7A-7A07-4E83-A82A-07EED1A44A2F 350 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: F5F44C7A-7A07-4E83-A82A-07EED1A44A2F John D. Sims, dba, Industrial Contamination Extraction Service Inc. (ICES) G 3/15/2021 X 351 Certificate Of Completion Envelope Id: F5F44C7A7A074E83A82A07EED1A44A2F Status: Sent Subject: Please DocuSign: City Council Contract 7502 Fuel Island Repairs Source Envelope: Document Pages: 34 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 5:19:39 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 5:31:04 PM Viewed: 3/12/2021 5:31:11 PM Signed: 3/12/2021 5:33:14 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 174.246.133.57 Signed using mobile Sent: 3/12/2021 5:33:17 PM Viewed: 3/12/2021 5:34:55 PM Signed: 3/12/2021 5:37:26 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: 68.185.202.16 Signed using mobile Sent: 3/12/2021 5:37:28 PM Viewed: 3/12/2021 5:37:38 PM Signed: 3/12/2021 5:44:23 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Eddie Rambo ices.rambo@gmail.com VP Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 66.169.157.130 Sent: 3/12/2021 5:44:27 PM Viewed: 3/15/2021 6:00:12 PM Signed: 3/15/2021 6:02:29 PM Electronic Record and Signature Disclosure: Accepted: 3/15/2021 6:00:12 PM ID: cbfac711-fc78-4fd4-8722-dba3e053fe33 352 Signer Events Signature Timestamp ethan cox ethan.cox@cityofdenton.com General Manager of Public Works Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 47.187.93.66 Sent: 3/15/2021 6:02:33 PM Viewed: 3/16/2021 8:26:55 AM Signed: 3/16/2021 8:27:06 AM Electronic Record and Signature Disclosure: Accepted: 8/7/2018 4:24:18 PM ID: feebacc3-151e-47bb-af6d-be8889ffcb35 Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 3/16/2021 8:27:10 AM 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 5:33:16 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sherri Thurman sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 3/16/2021 8:27:10 AM 353 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: 3/16/2021 8:27:10 AM Viewed: 3/16/2021 8:27:34 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 Terry Kader terry.kader@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Brad Holland Brad.Holland@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 5:31:04 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure 354 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Eddie Rambo, ethan cox, Rosa Rios 355 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.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetScape 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: •Allow per session cookies •Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. 356 Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. 357 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-598,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 contract with Amigos Library Services for Courier Services for the Library;providing for the expenditure of funds therefor;and providing an effective date (RFP 7612 - awarded to Amigos Library Services,for one (1)year,with the option for two (2)additional one (1)year extensions, in the total three (3) year not-to-exceed amount of $111,505.00). City of Denton Printed on 4/2/2021Page 1 of 1 powered by Legistar™358 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance ACM: David Gaines DATE: April 6, 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 contract with Amigos Library Services for Courier Services for the Library; providing for the expenditure of funds therefor; and providing an effective date (RFP 7612 – awarded to Amigos Library Services, for one (1) year, with the option for two (2) additional one (1) year extensions, in the total three (3) year not-to-exceed amount of $111,505.00). INFORMATION/BACKGROUND The Denton Public Library currently uses a transit service to move bins of library materials between branches Monday through Friday. Materials in bins include books, DVDs, CDs, kits, periodicals, and branch mail. Pickup and delivery stops are made between 9 a.m. and 4 p.m. each weekday. Approximately 26,000 bins (average 25-50 pounds per bin) are transited each year. Four stops are made for pickup/delivery daily: 1. Emily Fowler Central Library (first pickup) 2. South Branch Library 3. North Branch Library (including Technical Services bins) 4. Emily Fowler Central Library (final drop off) Branch-to-branch transit is necessary for library operations and services including: • Efficient centralized ordering and processing of materials at the North Branch Library, that with Emily Fowler Central Library and South Branch Library materials being sent to the branches once ready for circulation. • Patron selected hold pickup location. • Convenient material returns at any library location with materials then being sent to their home location. • Relocation or temporary rotation of materials to different branches as needed to better support a particular branch’s service area needs. • Branch-to-branch mail and departmental shared equipment/supply transit. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 359 Requests for Proposals was sent to 253 prospective suppliers of this item. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. One (1) proposal was received and evaluated based upon published criteria including compliance with scope of work, experience and references, and price. Based upon this evaluation, Amigos Library Services was ranked the highest and determined to be the best value for the City. NIGP Code Used for Solicitation: 962 - (Service Only) - Miscellaneous Services, No. 2 (Not Otherwise Classified) Notifications sent for Solicitation sent in IonWave: 253 Number of Suppliers that viewed Solicitation in IonWave: 5 HUB-Historically Underutilized Business Invitations sent out: 28 SBE-Small Business Enterprise Invitations sent out: 111 Responses from Solicitation: 1 Below is the information Amigos Library Services provided regarding the wages they pay their employees who will be assigned to the City’s contract. Position Description Number of Assigned Employees Hourly Rate of Assigned Employees DSA driver (subcontracted with Amigos) One permanent DSA driver with a backup substitute driver if needed Driver is paid by the route by DSA. This route is $100 per day. Trans-Amigos Express Coordinator One Amigos employee $27 per hour Member Discount Services and Trans-Amigos Express Supervisor One Amigos employee $34 per hour Head, Member Discount Services and Courier One Amigos employee $50 per hour Based on a historical spend and future projections the recommended not to exceed (NTE) for this contract is $111,5050 for a total potential three (3) year contract. Description Year 1 Year 2 Year 3 Total Courier Service 35,370 35,370 35,370 106,110 5% Contingency 0 1,769 1,857 3,636 Total: $35,370 $37,139 $38,996 $111,505 RECOMMENDATION Award a contract with Amigos Library Services, for Courier Services for the Library, in a one (1) year, with the option for two (2) additional one (1) year extensions, in the total three (3) year not-to-exceed amount of $111,505. PRINCIPAL PLACE OF BUSINESS Amigos Library Services Dallas, TX ESTIMATED SCHEDULE OF PROJECT This is an initial one (1) year contract with options to extend the contract for two (2) additional one (1) year periods, with all terms and conditions remaining the same. 360 FISCAL INFORMATION These services will be funded from Library Operation 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: Jennifer Bekker, 940-349-8753. Legal point of contact: Marcella Lunn at 940-349-8333. 361 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 CONTRACT WITH AMIGOS LIBRARY SERVICES FOR COURIER SERVICES FOR THE LIBRARY; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 7612 AWARDED TO AMIGOS LIBRARY SERVICES, FOR ONE (1) YEAR, WITH THE OPTION FOR TWO (2) ADDITIONAL ONE (1) YEAR EXTENSIONS, IN THE TOTAL THREE (3) YEAR NOT-TO-EXCEED AMOUNT OF $111,505.00). WHEREAS, the City has solicited, received, and evaluated competitive proposals for courier services for the library; and WHEREAS, the City Manager, or a designated employee, has received, reviewed, and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and other evaluation factors included in the request for proposals; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplies, Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and other evaluation factors included in the request for proposals. RFP NUMBER CONTRACTOR AMOUNT 7612 Amigos Library Services $111,505.00 SECTION 2. That by the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, specifications, standards, quantities, and specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3. That should the City and person submitting approved and accepted items wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the 362 proposals, the City Manager, or their designated representative, is hereby authorized to execute the written contract; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities, and specified sums contained in the Proposal and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or their designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by __________________________ and seconded by _________________________________. 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 363 ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: _________________________________ 364 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 03B8D4D0-10AA-4FFC-A389-6F27F9814999 No Courier Services RFP Gabby Leeper 7612 365 Contract # 7612 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND AMIGOS LIBRARY SERVICES (CONTRACT 7612) THIS CONTRACT is made and entered into this date ______________________, by and between Amigos Library Services a Texas corporation, whose address is 4901 LBJ Freeway, Suite 150 Dallas, TX 75244, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Contractor shall provide products and/or services in accordance with the City’s document RFP 7612 Courier Services, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit “A”); (b) City of Denton’s RFP 7612 (Exhibit “B” on File at the Office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions (Exhibit “C”); (d) Insurance Requirements (Exhibit “D”); (e) Certificate of Interested Parties Electronic Filing (Exhibit "E"); (f) Contractor’s Proposal (Exhibit "F"); (g) Form CIQ – Conflict of Interest Questionnaire (Exhibit "G"); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as “Contract Documents.” Prohibition on Contracts with Companies Boycotting Israel Contractor 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, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization DocuSign Envelope ID: 03B8D4D0-10AA-4FFC-A389-6F27F9814999 366 Contract # 7612 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, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR 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: _______________________________ 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: 03B8D4D0-10AA-4FFC-A389-6F27F9814999 2021-726016 800-843-8482 x. 2820 figueroa@amigos.org Miguel Figueroa President and CEO Jennifer Bekker Library Director of Libraries 367 Contract # 7612 Exhibit A Special Terms and Conditions 1. Pricing Firm Price Amigos will provide branch-to-branch service for the Denton Public Library with four stops daily (Monday – Friday) in the following order:  Emily Fowler Central – 1st initial pickup of bins  South Branch Library – pickup and drop off bins  North Branch Library – pickup and drop off bins  Emily Fowler Central – return stop to drop off bins The annual cost for the first year is $35,370.00*. *Fuel surcharges may apply throughout the term of the contract if fuel prices increase as described below in the Price Adjustments section. Pricing notes: The bid quote covers only the branch-to-branch service. The bid quote does not include the Amigos TExpress courier service that facilitates the exchange of ILL materials between some 195 Texas libraries and an additional 30+ libraries in Arkansas, New Mexico, and Oklahoma. Denton Public Library currently also participates in the TExpress courier service. Amigos will work to hold annual increases between 0% - 8% for the renewal option in years one (1) and two (2). As Amigos subcontracts the physical delivery of courier service, we do not have confirmed pricing from our subcontractor for the next two renewal periods. 2. Price Adjustments Fuel surcharges may apply if fuel prices meet the criteria established between Amigos and Delivery Solutions of America (DSA), the courier subcontractor used by Amigos. Contract rates may adjust quarterly should fuel prices equal or exceed $2.85 per gallon on the first day of each quarter of this agreement (March 1, June 1, September 1, and December 1). The fuel surcharge rate shall be based on the US Department of Energy regular gasoline prices for the United States and shall apply for the entire quarter. On the first day of the next quarter the adjusted rate shall be re-established for the new quarter. The chart below outlines the details of the fuel surcharge rate adjustments under this agreement. If fuel surcharges apply, Amigos will calculate the surcharge rate for the entire quarter and send a supplement invoice for the surcharges each quarter to the City of Denton. Surcharges will be determined using the US Department of Energy’s fuel index for the Gulf Coast Region at https://www.eia.gov/dnav/pet/pet_pri_gnd_dcus_r30_w.htm and the fuel surcharges will be calculated using the rates in the chart below. For increases above 8% the City of Denton will have the option to cancel the contract with Amigos. DocuSign Envelope ID: 03B8D4D0-10AA-4FFC-A389-6F27F9814999 368 Contract # 7612 3. Cancellation Policy The City of Denton may cancel courier service with a 30-day cancellation notice. Amigos will refund the unused portion of the service period when proper cancellation notice is given to TAE staff at TAE@amigos.org. 4. Contract Terms The contract term will be one (1) year, effective from date of award, not-to-exceed amount of $111,505.00. The City and the Supplier shall have the option to renew this contract for an additional two (2) one-year periods. The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council. The Supplier’s request to not renew the contract must be submitted in writing to the Purchasing Manager at least 60 days prior to the contract renewal date for each year. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months. DocuSign Envelope ID: 03B8D4D0-10AA-4FFC-A389-6F27F9814999 369 Contract # 7612 5. Performance Liquidated Damages The Contractor shall incur contractual payment losses, as initiated by the City for performance that falls short of specified performance standards as outlined below:  Delivery beyond contracted lead times  Performance below contracted levels (services only) The Contractor shall be assessed a one (1%) percent fee each month when any one of the performance standards outlined above are not met in full. The Contractor shall be assessed a two (2%) percent profit fee each month when any two (2) or more performance standards outlined above are not met in full. At the end of each month, the City will review the monthly reports and determine the percentage of penalty to be assessed to the Contractor’s monthly profit margin. 6. Amigos invoices on an annual basis for courier services. Invoices are issued at the start of service. Invoices are sent out via QuickBooks and are available to be downloaded in PDF by customers. Amigos will supply quarterly reports of deliveries including delivery times for the branch-to-branch stops. Reports will be sent after the end of each quarter. 7. Amigos will provide delivery to the Denton Public Libraries as scheduled between 9:00 AM and 4:00 PM (Monday - Friday) excluding holidays and reported close dates. Schedule irregularities may occur due to inclement weather, traffic, or illness. Amigos will communicate changes to the schedule as soon as we are aware of them. DocuSign Envelope ID: 03B8D4D0-10AA-4FFC-A389-6F27F9814999 370 Contract # 7612 Exhibit C Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton’s contract are applicable to contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City’s Procurement Department and the Supplier. No Terms and Conditions contained in the seller’s proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the City’s premises or on public rights-of-way. 1. CONTRACTOR’S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor’s Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City’s name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City DocuSign Envelope ID: 03B8D4D0-10AA-4FFC-A389-6F27F9814999 371 Contract # 7612 only when the City actually receives and accepts the deliverables. 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Contractor’s price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non-conforming deliverables. If the City has the right to inspect the Contractor’s, or the Contractor’s Subcontractor’s, facilities, or the deliverables at the Contractor’s, or the Contractor’s Subcontractor’s, premises, the Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the City’s service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Contractor’s obligations under the contract. The Contractor hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, City Staff, participants and others on or near the City’s facilities. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on DocuSign Envelope ID: 03B8D4D0-10AA-4FFC-A389-6F27F9814999 372 Contract # 7612 the job. C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it’s Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor’s obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12. INVOICES: A. The Contractor shall submit separate invoices on each purchase order or purchase Release. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department’s Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Contractor’s name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor’s registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor’s invoice. C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. DocuSign Envelope ID: 03B8D4D0-10AA-4FFC-A389-6F27F9814999 373 Contract # 7612 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City’s receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non-conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City’s agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor’s obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failure of the Contractor to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City’s payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by DocuSign Envelope ID: 03B8D4D0-10AA-4FFC-A389-6F27F9814999 374 Contract # 7612 the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. 15. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor’s continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City’s right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor’s Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in DocuSign Envelope ID: 03B8D4D0-10AA-4FFC-A389-6F27F9814999 375 Contract # 7612 writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor. 19. WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY – TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY – DELIVERABLES: The Contractor warrants and represents that all DocuSign Envelope ID: 03B8D4D0-10AA-4FFC-A389-6F27F9814999 376 Contract # 7612 deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables, or replace the non-conforming deliverables with fully conforming deliverables, at the City’s option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City’s rights under this section. D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer’s warranty, the Contractor shall transfer and assign such manufacturer’s warranty to the City. If for any reason the manufacturer’s warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturer’s warranty for the benefit of the City. 22. WARRANTY – SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the City’s rights under this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may DocuSign Envelope ID: 03B8D4D0-10AA-4FFC-A389-6F27F9814999 377 Contract # 7612 reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City’s evaluation of and determination to accept such defective or non-conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non-conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party’s intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor’s Offer, or in any report or deliverable required to be submitted by the Contractor to the City. 27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City’s reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor’s default, including, without limitation, cost of cover, reasonable attorneys’ fees, court costs, and prejudgment and post- judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City’s vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon sixty (60) calendar days’ prior written notice. The Contractor shall have the right to terminate the Contract, in whole or in part, without DocuSign Envelope ID: 03B8D4D0-10AA-4FFC-A389-6F27F9814999 378 Contract # 7612 cause any time upon ninety (90) calendar days’ prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, DocuSign Envelope ID: 03B8D4D0-10AA-4FFC-A389-6F27F9814999 379 Contract # 7612 CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR’S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage’s and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor’s and all subcontractors’ insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers’ compensation coverage written by the Texas Workers’ Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The “other” insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. DocuSign Envelope ID: 03B8D4D0-10AA-4FFC-A389-6F27F9814999 380 Contract # 7612 If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage’s indicated within the Contract. xiv. The insurance coverage’s specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse effect on the Contractor’s ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor’s Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any DocuSign Envelope ID: 03B8D4D0-10AA-4FFC-A389-6F27F9814999 381 Contract # 7612 portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City’s exercise anywhere in the world of the rights associated with the City’s’ ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor’s breach of any of Contractor’s representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co-counsel on the City’s behalf. Further, Contractor agrees that the City’s specifications regarding the deliverables shall in no way diminish Contractor’s warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City’s and/or its licensors’ confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, “Confidential Information”). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, DocuSign Envelope ID: 03B8D4D0-10AA-4FFC-A389-6F27F9814999 382 Contract # 7612 title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City’s sole or joint ownership of any such deliverables arising by virtue of the City’s sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made-for-hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made- for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work- made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Contractor’s obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Contractor shall not advertise or publish, without the City’s prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. DocuSign Envelope ID: 03B8D4D0-10AA-4FFC-A389-6F27F9814999 383 Contract # 7612 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker’s compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. The Vendor shall notify the City’s Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of the company or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director’s resolution approving the action, or an executed merger or acquisition agreement. Failure to do so may adversely impact future invoice DocuSign Envelope ID: 03B8D4D0-10AA-4FFC-A389-6F27F9814999 384 Contract # 7612 payments. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator’s fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or DocuSign Envelope ID: 03B8D4D0-10AA-4FFC-A389-6F27F9814999 385 Contract # 7612 otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: New Year’s Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year’s Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of DocuSign Envelope ID: 03B8D4D0-10AA-4FFC-A389-6F27F9814999 386 Contract # 7612 Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph – i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. DocuSign Envelope ID: 03B8D4D0-10AA-4FFC-A389-6F27F9814999 387 Contract # 7612 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Workers’ Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the DocuSign Envelope ID: 03B8D4D0-10AA-4FFC-A389-6F27F9814999 388 Contract # 7612 Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFP/Bid documents 3. City’s standard terms and conditions 4. Purchase order 5. Supplier terms and conditions DocuSign Envelope ID: 03B8D4D0-10AA-4FFC-A389-6F27F9814999 389 Contract # 7612 Exhibit D INSURANCE REQUIREMENTS AND WORKERS’ COMPENSATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted:  Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better.  Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.  Liability policies shall be endorsed to provide the following:  Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers.  That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability.  Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers.  Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. DocuSign Envelope ID: 03B8D4D0-10AA-4FFC-A389-6F27F9814999 390 Contract # 7612  Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered.  Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance.  Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used:  Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage.  Coverage B shall include personal injury.  Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least:  Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures.  Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. DocuSign Envelope ID: 03B8D4D0-10AA-4FFC-A389-6F27F9814999 391 Contract # 7612 [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for:  any auto, or  all owned hired and non-owned autos. [X] Workers’ Compensation Insurance Contractor shall purchase and maintain Workers’ Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers’ Compensation Commission (TWCC). [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an “occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. [ ] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. [ ] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. DocuSign Envelope ID: 03B8D4D0-10AA-4FFC-A389-6F27F9814999 392 Contract # 7612 [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. [ ] Environmental Liability Insurance Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this contract. [ ] Riggers Insurance The Contractor shall provide coverage for Rigger’s Liability. Said coverage may be provided by a Rigger’s Liability endorsement on the existing CGL coverage; through and Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, Rigger’s Liability Coverage form. Said coverage shall mirror the limits provided by the CGL coverage [ ] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a “blanket” basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required. [ ] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. DocuSign Envelope ID: 03B8D4D0-10AA-4FFC-A389-6F27F9814999 393 Contract # 7612 ATTACHMENT 1 [ ] Workers’ Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner- operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the DocuSign Envelope ID: 03B8D4D0-10AA-4FFC-A389-6F27F9814999 394 Contract # 7612 project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and DocuSign Envelope ID: 03B8D4D0-10AA-4FFC-A389-6F27F9814999 395 Contract # 7612 b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor’s failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. DocuSign Envelope ID: 03B8D4D0-10AA-4FFC-A389-6F27F9814999 396 Contract # 7612 Exhibit E Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. DocuSign Envelope ID: 03B8D4D0-10AA-4FFC-A389-6F27F9814999 397 Total Price $35,370.00 Line # Description QTY UOM Unit Extended 1 Fixed Monthly Fee without Fuel Surcharge 12 Months $2,947.50 $35,370.00 Amigos invoices courier service on an annual basis at the start  of service. Libraries can cancel service with a 30‐day notice and  unused portion of service will be refunded to library. 2 Fixed Monthly Fee with Fuel Surcharge 12 Months 3 Annual Increase‐‐if awarded contract extension, please provide how12 Months No Bid Amigos Library Services Exhibit F Contractor's Proposal DocuSign Envelope ID: 03B8D4D0-10AA-4FFC-A389-6F27F9814999 398 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: 03B8D4D0-10AA-4FFC-A389-6F27F9814999 G Amigos Library Services 3/11/2021 399 Certificate Of Completion Envelope Id: 03B8D4D010AA4FFCA3896F27F9814999 Status: Sent Subject: Please DocuSign: City Council Contract 7612 Courier Services Source Envelope: Document Pages: 35 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 3/8/2021 3:27:39 PM 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: 3/10/2021 10:42:43 AM Viewed: 3/10/2021 10:42:51 AM Signed: 3/10/2021 10:52:14 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 3/10/2021 10:52:16 AM Viewed: 3/10/2021 11:23:19 AM Signed: 3/10/2021 11:30:28 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: 3/10/2021 11:30:31 AM Viewed: 3/10/2021 3:02:09 PM Signed: 3/10/2021 3:06:20 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Miguel Figueroa figueroa@amigos.org Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 24.12.174.186 Sent: 3/10/2021 3:06:22 PM Viewed: 3/11/2021 9:34:19 AM Signed: 3/11/2021 10:42:28 AM Electronic Record and Signature Disclosure: Accepted: 3/11/2021 9:34:19 AM ID: ef9d08ea-ef16-49e6-9ead-bb00941e2309 400 Signer Events Signature Timestamp Jennifer Bekker Jennifer.Bekker@cityofdenton.com Director of Libraries City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 3/11/2021 10:42:30 AM Viewed: 3/11/2021 11:03:10 AM Signed: 3/11/2021 11:03:28 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 3/11/2021 11:03:30 AM 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: 3/10/2021 10:52:16 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sherri Thurman sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 3/11/2021 11:03:30 AM Electronic Record and Signature Disclosure: 401 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: 3/11/2021 11:03:30 AM Viewed: 3/11/2021 11:16:10 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 Jennifer Reaves Jennifer.Reaves@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 3/10/2021 10:42:43 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure 402 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Miguel Figueroa, Rosa Rios 403 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.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetScape 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: •Allow per session cookies •Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. 404 Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. 405 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-600,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 utilize a contract through an interlocal agreement with the City of Midlothian,for the purchase of Emergency Medical Services (EMS)medical supplies for the City of Denton Fire Department,as awarded by City of Midlothian,contract number 2020-28;providing for the expenditure of funds therefor;and providing an effective date (File 7650 -awarded to Bound Tree Medical,LLC and Life- Assist Incorporated for a term ending on February 10, 2026, in the not-to-exceed amount of $2,100,000.00). City of Denton Printed on 4/2/2021Page 1 of 1 powered by Legistar™406 City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance ACM: David Gaines DATE: April 6, 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 utilize a contract through an interlocal agreement with the City of Midlothian, for the purchase of Emergency Medical Services (EMS) medical supplies for the City of Denton Fire Department, as awarded by City of Midlothian, contract number 2020-28; providing for the expenditure of funds therefor; and providing an effective date (File 7650 – awarded to Bound Tree Medical, LLC and Life-Assist Incorporated for a term ending on February 10, 2026, in the not-to-exceed amount of $2,100,000.00). INFORMATION/BACKGROUND In 2014, the City of Denton began purchasing medical supplies and medications directly from Bound Tree Medical through a Cooperative Purchasing Agreement. The Cooperative Purchasing Agreement provides lower costs for many of the individual items commonly used by the Fire Department. With the Midlothian contract, the department will have Life-Assist Inc. as a secondary option in the event Bound Tree cannot supply the needed product. This contract is utilized primarily by the Fire Department, but other departments will be able to use the contract to purchase gloves and first aid supplies. Each individual fire station orders and maintains supplies as needed for par level and replacement after each call. Currently, the Denton Fire Department has eleven (11) fully stocked ambulances- eight (8) front line and three (3) reserve. In addition, nine (9) fire engines/trucks carry advanced support medical gear, and twenty (20) additional fire department vehicles carry first aid kits. Supply orders are placed online and are reviewed and approved by the EMS Battalion Chief before the order is processed. Supplies and medications are then shipped directly to the requesting station. The contract not-to-exceed amount is estimated based on the projected spend shown in the chart below. Medical Supplies Five (5) Year Expense Estimate Expense Category 2020-21 2021-22 2022-23 2023-24 2024-25 Total Fire Operations 270,000 283,500 297,675 312,588 328,186 1,491,949 Fire-Life-Assist 25,000 26,250 27,562 28,940 31,006 138,758 Warehouse 70,000 73,500 77,175 81,033 85,085 386,793 Other Departments 16,500 16,500 16,500 16,500 16,500 82,500 Total $ 381,500 $ 399,750 $ 418,912 $ 439,061 $ 460,777 $2,100,000 407 Pricing obtained through the City of Midlothian has been competitively bid and meets the statutory requirements of Texas Local Government Code 271.102. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On January 26, 2021, Council approved the interlocal agreement with the City of Midlothian (Ordinance 2021-091). RECOMMENDATION Award a contract with Bound Tree Medical, LLC and Life-Assist Incorporated, for the purchase of Emergency Medical Services (EMS) medical supplies for the City of Denton Fire Department, in a not-to- exceed amount of $2,100,000. PRINCIPAL PLACE OF BUSINESS Bound Tree Medical, LLC Dublin, OH Life-Assist Incorporated Rancho Cordova, CA ESTIMATED SCHEDULE OF PROJECT This City of Midlothian contract expires February 10, 2026. FISCAL INFORMATION These items will be funded from the using department’s budgets. Requisitions will be entered on an as- needed basis, and the City will only pay for services rendered and is not obligated to pay the full contract amount unless needed. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Pricing Sheet Exhibit 3: LLC Members Exhibit 4: Ordinance Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Dinora Velasquez, 940-349-8843. Legal point of contact: Marcella Lunn at 940-349-8333. 408 2020-28 EMS Medical Supplies List of Items for City of Midlothian RFPItem Description PriceEach Price/Box BoxQnty Price/Case CaseQnty PriceEach Price/Box BoxQnty Price/Case CaseQnty Manufacture Part Number City Comments Airway BVM, Airflow Manual Resuscitator, (Infant) Manual Resuscitatior, Exhalation Filter, Manometer 9.5 75.6 6 Vent LabBVM, Airflow Manual Resuscitator, (Pediatric), Manometer, 3 mask or equivalent 12.5 64.18 6 Vent Lab BVM, Airflow Manual Resuscitator,(Adult) Manometer, Exhalation Filter or equivalent 9.5 95 10 10.14 Vent Lab BVM, SPUR II, ADULT, BAG RESERVOIR MEDIUM MASK W/MANOMETER 12.25 57.79 6 AMBU No substitution BVM, SPUR II, Child, w/child mask, bag reservior, medi port, disp 8.8 9.52 AMBU No substitution BVM, SPUR II, infant, w/infant mask, bag reservoir, medi port, disp 8.58 9.52 AMBU No substitutionCuraplex Nebulizer w/Mask, Adult or equivalent 0.7 35 50 1.01 Curaplex Oxygen Mask, Adult, Elongated, High Conc, Total NRB w/o Vent, Reservoir Bag, Tubing 0.7 35 50 0.66 Curaplex Oxygen Mask, Adult, Elongated, Partial NRB w/Vent, Reservoir Bag, 7 ft Tubing or equivalent 0.7 35 50 0.66 Curaplex Oxygen Mask, Pediatric, Elongated, Total NRB, w/o Safety vent, 7 ft Tubing or equivalent 0.7 35 50 0.66 Curaplex Oxygen Nasal Cannula, Adult, Conventional, Clear, Non-Flared Prongs, 7 ft tubing, or equivalent 0.25 12.5 50 0.26Curaplex Oxygen Nasal Cannula, Pediatric, Over-the-Ear, 7 ft Star Lumen Tubing or equivalent 0.25 12.5 50 0.5 Curaplex Oxygen Regulator, Brass Core, 2 DISS Outlets, 1 Barb, 0-25 LPM, Black or equivalent 41.5 24.15 Curaplex Select CPR Pocket Mask, O2 Inlet or equivalent 2.2 220 100 4.54 Curaplex Select Endotracheal Tube with Stylette, 2.5mm, Cuffed or equivalent 1.42 14.2 10 142 100 2.93 Curaplex Select Endotracheal Tube with Stylette, 3.0mm, Cuffed or equivalent 1.42 14.2 10 142 100 2.92Curaplex Select Endotracheal Tube with Stylette, 4.0mm, Cuffed or equivalent 1.42 14.2 10 142 100 2.92 Curaplex Select Endotracheal Tube with Stylette, 4.5mm, Cuffed or equivalent 1.42 14.2 10 142 100 2.92 Curaplex Select Endotracheal Tube with Stylette, 5.0mm, Cuffed or equivalent 1.42 14.2 10 142 100 1.66 Curaplex Select Endotracheal Tube with Stylette, 5.5mm, Cuffed or equivalent 1.42 14.2 10 142 100 1.66 Curaplex Select Endotracheal Tube with Stylette, 6.0mm, Cuffed or equivalent 1.42 14.2 10 142 100 1.66Curaplex Select Endotracheal Tube with Stylette, 6.5mm, Cuffed or equivalent 1.42 14.2 10 142 100 1.66 Curaplex Select Endotracheal Tube with Stylette, 7.0mm, Cuffed or equivalent 1.42 14.2 10 142 100 1.66 Curaplex Select Endotracheal Tube with Stylette, 7.5mm, Cuffed or equivalent 1.42 14.2 10 142 100 1.66 Curaplex Select Endotracheal Tube with Stylette, 8.0mm, Cuffed or equivalent 1.42 14.2 10 142 100 1.66 Curaplex Select Endotracheal Tube with Stylette, 8.5mm, Cuffed or equivalent 1.42 14.2 10 142 100 1.66Curaplex Select Endotracheal Tube with Stylette, 9.0mm, Cuffed or equivalent 1.42 14.2 10 142 100 1.66 Curaplex Select GreenLine/D Laryngoscope Blade, MAC 2, Fiber Optic, Child, Disposable or equivalent 3.7 74 20 5.11 Curaplex Select GreenLine/D Laryngoscope Blade, MAC 3, Fiber Optic, MED Adult, Disposable or equivalent 3.7 74 20 5.11 Curaplex Select GreenLine/D Laryngoscope Blade, MAC 4, Fiber Optic, MED Adult, Disposable or equivalent 3.7 74 20 5.11 Curaplex Select GreenLine/D Laryngoscope Blade, MILLER 0, Fiber Optic, Neonate, Disposable or equivalent 3.7 74 20 5.11Curaplex Select GreenLine/D Laryngoscope Blade, MILLER 1, Fiber Optic, Neonate, Disposable or equivalent 3.7 74 20 5.11 Curaplex Select GreenLine/D Laryngoscope Blade, MILLER 2, Fiber Optic, Neonate, Disposable or equivalent 3.7 74 20 5.11 Curaplex Select GreenLine/D Laryngoscope Blade, MILLER 3, Fiber Optic, Neonate, Disposable or equivalent 3.7 74 20 5.11 Curaplex Select GreenLine/D Laryngoscope Blade, MILLER 4, Fiber Optic, Neonate, Disposable or equivalent 3.7 74 20 5.11 Curaplex Select Greenline/D Chrome Plated Fiber Optic Handle (Medium) or equivalent 49.7 36Curaplex Select Nasopharyngeal Airway, 22 Fr, 5.5mm, Robertazzi Style, Latex Free, Sterile or equivalent 2.12 21.2 10 1.6 Curaplex Select Nasopharyngeal Airway, 24 Fr, 6.0mm, Robertazzi Style, Latex Free, Sterile or equivalent 2.12 21.2 10 1.6 Curaplex Select Nasopharyngeal Airway, 26 Fr, 6.5mm, Robertazzi Style, Latex Free, Sterile or equivalent 2.12 21.2 10 1.6 Curaplex Select Nasopharyngeal Airway, 28 Fr, 7.0mm, Robertazzi Style, Latex Free, Sterile or equivalent 2.12 21.2 10 1.6 Curaplex Select Nasopharyngeal Airway, 30 Fr, 7.5mm, Robertazzi Style, Latex Free, Sterile or equivalent 2.12 21.2 10 1.6Curaplex Select Nasopharyngeal Airway, 32 Fr, 8.0mm, Robertazzi Style, Latex Free, Sterile or equivalent 2.12 21.2 10 1.6 Curaplex Select Nasopharyngeal Airway, 34 Fr, 8.5mm, Robertazzi Style, Latex Free, Sterile or equivalent 2.12 21.2 10 1.6 Curaplex Select Nasopharyngeal Airway, 36 Fr, 9.0mm, Robertazzi Style, Latex Free, Sterile or equivalent 2.12 21.2 10 1.6 Curaplex Select Nebulizer, Small-volume, Hand-held, Adult Aerosol Mask, 7 ft Tubing or equivalent 0.8 40 50 0.73 CuraView LED Laryngoscope Blade & Handle, Disposable, Mac 2 or equivalent 6.98 139.6 20 418.8 60 6.49CuraView LED Laryngoscope Blade & Handle, Disposable, Mac 3 or equivalent 6.98 139.6 20 418.8 60 6.49 CuraView LED Laryngoscope Blade & Handle, Disposable, Mac 4 or equivalent 6.98 139.6 20 418.8 60 6.49 CuraView LED Laryngoscope Blade & Handle, Disposable, Miller 0 or equivalent 6.98 139.6 20 418.8 60 6.49 CuraView LED Laryngoscope Blade & Handle, Disposable, Miller 1 or equivalent 6.98 139.6 20 418.8 60 6.49 CuraView LED Laryngoscope Blade & Handle, Disposable, Miller 2 or equivalent 6.98 139.6 20 418.8 60 6.49CuraView LED Laryngoscope Blade & Handle, Disposable, Miller 3 or equivalent 6.98 139.6 20 418.8 60 6.49 Disposable Guedel Oral Airway, 40mm (Pink) 0.21 10.5 50 630 3000 6.49 Disposable Guedel Oral Airway, 50mm (Blue) 0.21 10.5 50 525 2500 0.18 Disposable Guedel Oral Airway, 60mm (Black) 0.21 10.5 50 420 2000 0.18 Disposable Guedel Oral Airway, 70mm (White) 0.21 10.5 50 252 1200 0.18Disposable Guedel Oral Airway, 80mm (Green) 0.21 10.5 50 210 1000 0.18 Disposable Guedel Oral Airway, 90mm (Yellow) 0.21 10.5 50 168 800 0.18 Disposable Guedel Oral Airway, 100mm (Red) 0.21 10.5 50 147 700 0.18 Endotracheal Tube Holder, Thomas Select, Adult, for ET/SGA Tubes 6.5mm ID to 42mm OD 3.6 90 25 2.53 No substitution Endotracheal Tube Holder, Thomas Select, Pediatric 2.75 2.53 No substitutionET TUBE INTRODUCER PEDIATRIC 10 FR X 70 CM W/ COUDE TIP 4.22 42.2 10 6.38 ET TUBE INTRODUCER W/COUDE TIP 15FR X 70CM 4.22 42.2 10 6.38 FLOWMETER OXYGEN WITH OHMEDA QC ADAPTER 0-15 LPM 33.76 21.95 GO-PAP with BiTrac ED - Adult Medium 39.5 395 10 31.43 Pulmodyne No substitution GO-PAP with BiTrac ED- Adult Large 39.5 395 10 31.43 Pulmodyne No substitutionGO-PAP with BiTrac ED with Neb - Adult Medium 39.5 395 10 31.43 Pulmodyne No substitution GO-PAP with BiTrac ED with Neb- Adult Large 39.5 395 10 32.29 Pulmodyne No substitution i-gel Supraglottic Airway Neonate size 1 14.55 145.5 10 12.96 INTERSURGICAL INC No substitution i-gel 02 Supraglottic Airway, Pediatric Size 2 14.55 145.5 10 12.96 INTERSURGICAL INC No substitution BOUND TREE MEDICALPRICING INFORMATION LIFE-ASSISTPRICING INFORMATION 409 i-gel O2 Resus Pack, SM Adult, incl size 3 i-gel O2, Lube, Strap, for Pts 30-60 kg 24.7 148.2 6 21.6 INTERSURGICAL INC i-gel O2 Resus Pack, MED Adult, incl size 4 i-gel O2, Lube, Strap, for Pts 50-90 kg 24.7 148.2 6 21.6 INTERSURGICAL INC i-gel O2 Resus Pack, LG Adult, incl size 5 i-gel O2, Lube, Strap, for Pts 90 plus kg 24.7 148.2 6 21.6 INTERSURGICAL INC No substitutionNebulizer Mask, SM, Disposable, Knitted latex free Head Strap, for use with AeroEclipse (BAN) 1.44 156.8 50 INTERSURGICAL INC No substitution Nebulizer, AeroEclipse II BAN, W/O ELBOW, breath actuated, SM volume, w/mouthpiece, tubing 5.72 10.91 No substitution Nebulizer, AeroEclipse II BAN, with ELBOW, breath actuated, SM volume, w/mouthpiece, tubing 6.5 325 50 640 50 No substitution O2 MAX BITRAC ED FULL FACE MASK AND HEAD STRAP, ADULT LARGE 37.7 377 10 31.43 Pulmodyne No substitution O2 MAX BiTrac ED Mask, w/ Neb, Adult LG, w/3-SET Valve, Ohmeda Connector, Fixed Flow 10ea/cs 51 36.29 Pulmodyne No substitutionO2 MAX BiTrac ED Mask, w/ Neb, Adult MED, w/3-SET Valve, Ohmeda Connector, Fixed Flow 41.55 415.5 10 34.99 Pulmodyne No substitution O2 MAX BiTrac ED Mask, w/ Neb, Adult MED, w/3-SET Valve, Ohmeda Connector, Fixed Flow 10ea/cs 41.55 415.5 10 34.99 Pulmodyne No substitution O2 MAX BiTrac ED Mask/Head Strap, Adult LG, w/3-SET Valve, DISS Connect, Fixed Flow w/4 inch O2 Hose 47.5 31.43 Pulmodyne No substitution O2 MAX BiTrac ED Mask/Head Strap, Adult MED, w/3-SET Valve, DISS Connect, Fixed Flow w/4 in O2 Hose 41.25 31.43 Pulmodyne No substitution Oxygen Regulator, CGA540, Nut and Nipple Inlet, 50 psi Preset with 90 degree Outlet, Contents Gauge 77 70.95Pressure Gauge Only, Oxygen, 2.0 in OD, Bottom Port, 1/4 NPT, 4000psi, Chrome 17.19 16.9 Quick Connect Coupler, Oxygen, Ohmeda x DISS Hex Nut 23.42 36.07 Russell PneumoFix Decompression Needle, 12 ga 31.99 54.31 STAT-O-SEAL CYLINDER GASKET BRASS WITH RUBBER CENTER 0.98 0.52 UEScope 2 Blade Size D0 40.65 UE Medical Devices No substitution UEScope 2 Blade Size D1 40.65 UE Medical Devices No substitution UEScope 2 Blade Size D2 40.65 UE Medical Devices No substitutionUEScope 2 Blade Size D3 40.65 UE Medical Devices No substitution UEScope 2 Blade Size D4 40.65 UE Medical Devices No substitution UEScope 2 VL460 Kit 1600 UE Medical Devices No substitution VixOne Small Volume Nebuilizer or equivalent 0.95 48 50 WestMed Inc. TOTAL 2812.72 1579 12090 878.95 0 1042 Item Description PriceEach per Box Quantity per Case Quantity PriceEach per Box Quantity per Case Quantity Manufacture Part Number City Comments Bandaging/Splinting ABDOMINAL PADS STERILE 8 IN X 10 IN 0.17 3.4 20 54.4 16 0.21BANDAGE ROLL STERILE 2 1/4 IN 96EA/CS KERLIX 0.75 75.39 96 Bandage, Multi-Trauma Dressing, 10 in x 30 in, Sterile, 25ea/cs 0.78 0.82 Board splint, padded, 3x18 in. long, orange vinyl cover 2.45 3.98 Board splint, padded, 3x36in long, orange vinyl cover 4.15 311.3 75 5.03Board splint, padded, 3x54in long, orange vinyl cover 5.55 277.5 50 67.5 10Combat Application Tourniquet (CAT) Tactical Black, Gen 7, One-handed Tourniquet - Windlass System 24.7 21.39 No substitution Cohesive Elastic Bandage 2in (Blue)0.46 16.55 36 99.3 216 0.55 Cohesive Elastic Bandage 3in (Blue)0.66 15.9 24 95.4 144 0.75 Conforming stretch bandage, gauze, 3 in., non-sterile, clean wrap or equivalent 0.067 0.8 12 6.4 96 1.31 12CONT SHARPS SHAFT 6.37"X1.22" TRANSPORTABLE CLEAR or equivalent 1.25 30 24 1.53Curaplex Alcohol Prep Pad, Large, Sterile 100/BX or equivalent 0.016 1.6 100 16 1000 21.39 1000 Curaplex Alcohol Prep Pad, Medium, Sterile 200/BX or equivalent 0.0076 1.52 200 30.4 4000 1.56 200 Curaplex Backboard Strap, Blue, 5 ft, Side Release Buckle, Loop Lock, Polypropylen or equivalent 2.15 215 100 5.66 3 Curaplex Bandage, Cohesive, 2 in., non-sterile, blue, self adhesive wrap or equivalent 0.69 16.45 24 98.7 144 0.55Curaplex Blanket, Navy Blue, Fleece, 60 in x 90 in, 10ea/cs or equivalent 3.5 35 10 11.2Curaplex Fluff Bandage Roll 4.5"x4.1yds, 6ply, Sterile, 100rl/cs 0.6 60 100 0.61 Curaplex Head Immobilizer, Adult, incl Head and Chin Straps,20ea/cs 3.12 62.4 20 4.55 Curaplex Hot Pack - Small - 5in x 5in or equivalent 0.22 11 50 0.46 Curaplex Stop the Bleed, Basic Kit Vacuum Sealed 39.5 34.52 No substitutionCuraplex TOCS: Tactical Occlusive Chest Seal, 6 in x 6 in; 2/PK or equivalent 8.95 223.8 25 16.19 No substitution Triangular Bandage, Muslin 40 in x 40 in x 56 in or equivalent 2.85 57 20 0.32 Extrication Collar, Ambu Perfit ACE, Adult, Adjustable 16 Settings 3.9 117 30 3.57 Extrication Collar, Ambu Perfit ACE,Child, Adjustable 3.9 117 30 3.57 FastSplint Vacuum Large (EMS Econo-Vac) Wrist/Ankle Only 19.8 180.1 10 Medical Devices Intl BTM 562011 No substitutionFastSplint Vacuum Medium (EMS Econo-Vac) Arm only 21.88 199.7 10 Medical Devices Intl BTM 562015 No substitution FastSplint Vacuum Small (EMS Econo-Vac) Leg Only 34.32 155.4 5 Medical Devices Intl BTM 562025 No substitution Flex-All splint, orange, bendable foam and aluminum splint, 4 in. x 36 in. rolled or equivalent 5.15 3.6 GAUZE SPONGE STERILE 12 PLY 4 IN X 4 IN 2/PK 25PK/TR 24TR/CS 0.048 4.8 100 57.6 1200 39 600 Gauze sponge, basic economy, 4 in x 4 in, 8 ply, non-sterile, 200/bg 20bg/cs 0.01825 3.65 200 36.5 2000 68.38 4000Head Immobilizer Rolled (Adult)3.03 60.6 20 4.55Head Immobilizer Rolled (Child)3.03 151.5 50 4.55 Halo Vent 2PK 200PK/CS (1 vented and 1 non vented in PK) or equivalent 13.42 15.16 No substitution HyFin Vent Chest Seal (Twin Pack)13.7 11.08 No substitution Instant COLD COMPRESS 6x8 1/4 (24)0.27 13.5 50 0.48Instant Cold Pack Compress, Large 7in x 7.5in 0.31 15.5 50 0.57Israeli Emergency Bandage, Green 4in 6 600 100 5.6 Persys Medical No substitution Israeli Emergency Bandage, Green 6in 6.31 5.97 Persys Medical No substitution Israeli Emergency Bandage, Green 8in 11.65 5.97 Persys Medical No substitution Paramedic Shears, Blue, 5.5 in 0.77 2.51Paramedic Shears, Neon Green, 7.5 in 0.75 150 200 1.9Paramedic Shears, Pink, 7.5 in 0.75 150 200 1.9 Paramedic Shears, Purple, 7.5 in 0.75 150 200 1.9 Paramedic Shears, Red, 5.5 in 0.75 2.51 Paramedic Shears, Red, 7.5 in 0.75 150 200 1.9 410 Paramedic Shears, Yellow, 5.5 in 0.75 2.51Pediatric/Infant Immobilization Board 85 210 Perfit Ace Extrication Collar Adult 3.2 96 30 3.57 AMBU No substitutionPerfit Ace Extrication Collar pediatric 3.2 96 30 3.57 AMBU No substitution QuikClot EMS Rolled Gauze, 3 inch x 48 inch, Sterile, White, Nonwoven w/Kaolin 18.55 14.62 Z-Medica LLC No substitution SAM Pelvic Sling II 62.55 1501 24 54.88 Sam Medical No substitution SWAT-TOURNIQUET, TACTICAL BLACK 8.55 7.48 No substitution TAPE ADHESIVE CLOTH 1 IN X 10 YARDS 0.66 7.9 12 94.8 12 0.73TAPE ADHESIVE CLOTH 3 IN X 10 YARDS 1.98 7.9 4 94.8 12 8.46 4VACUUM MATTRESS DELUXE WITH 6 HANDLES CARRY CASE AND LARGE PUMP EVAC-U-SPLINT 857.5 635.82 Vacuum Splint, EVAC-U-SPLINT, Large Extremity 140.5 124.87 Hartwell No substitution Vacuum Splint, EVAC-U-SPLINT, Medium Extremity 99.9 88.57 Hartwell No substitution Vacuum Splint, EVAC-U-SPLINT, Small Extremity 75 66.07 Hartwell No substitution TOTAL 1611.18 80.47 5336 1392.64 84.49 739.4 Item Description Price Each per Box Quan tity per Case Quan tity Price Each per Box Quan tity per Case Quan tity Manufacture Part Number City Comments Infection Control/Cleaning BIOHAZARD BAG RED 7-10 GAL 23 X 23 1.2MIL 500/CS 0.09 45 500 0.1 Cleaning agent that will kill COVID 19 (Spray bottle)6.9 62.1 9 157.2 12 Cleaning agent that will kill COVID 19 (wipes cannister)9.25 121.7 12Clorax Healthcare Hydrogen Peroxide Wipes Tub 95 47.77 286.6 6 6.42 No substitution Clorox Healthcare Hydrogen Peroxide Green Lable Disinfectant Cleaner Spray Bottle, 32oz 7.55 67.95 9 6.47 No substitution CONT SHARPS SHAFT 6.37"X1.22" TRANSPORTABLE CLEAR or equivalent 1.79 42.96 24 1.53 Curaplex Infection Control Kit, Latex Free, incl Gloves, Gown, Mask w/Shield, Alcohol Wipe, BioBag or equivalent 9.55 0 66 25 GERMICIDAL SOLUTION 32 OZ BOTTLE 6/CS SANIZIDE 34810 8.15 0 7.48Gloves, ApexPro LC 100, 2XL, Nitrile, Powder Free, White Exterior/Black Interior, 12 in 90/bx 10bx/c 0.20 17.75 90 177.5 900 18.51 90 No substitution Gloves, ApexPro LC 100, LG, Nitrile, Powder Free, White Exterior/Black Interior, 12 in 100/bx 10bx/c 0.18 17.75 100 177.5 1000 18.52 100 No substitution Gloves, ApexPro LC 100, MED, Nitrile, Powder Free, White Exterior/Black Interior, 12 in 100/bx 10b/c 0.18 17.75 100 177.5 1000 18.52 100 No substitution Gloves, ApexPro LC 100, SM, Nitrile, Powder Free, White Exterior/Black Interior, 12 in 90/bx 10bx/c 0.18 17.75 100 177.5 1000 18.52 100 No substitution Gloves, ApexPro LC 100, XL, Nitrile, Powder Free, White Exterior/Black Interior, 12 in 100/bx 10bx/c 0.18 17.75 100 177.5 1000 18.52 100 No substitutionGloves, Supreno EC, 3XL, Nitrile, Powsder Free, Extended Cuff, 50 Box 0.17 8.7 50 87 500 18.51 90 No substitution Gloves, Supreno EC, LG, Nitrile, Powsder Free, Extended Cuff, 50 Box 0.17 8.7 50 87 500 9.11 50 No substitution Gloves, Supreno EC, MED, Nitrile, Powsder Free, Extended Cuff, 50 Box 0.17 8.7 50 87 500 9.11 50 No substitution Gloves, Supreno EC, SM, Nitrile, Powsder Free, Extended Cuff, 50 Box 0.17 8.7 50 87 500 9.11 50 No substitution Gloves, Supreno EC, XL, Nitrile, Powsder Free, Extended Cuff, 50 Box 0.17 8.7 50 87 500 9.11 50 No substitutionGloves, Supreno EC, XS, Nitrile, Powsder Free, Extended Cuff, 50 Box 0.17 8.7 50 87 500 91.08 500 No substitution Gloves, Supreno EC,2XL, Nitrile, Powsder Free, Extended Cuff, 50 Box 0.17 8.7 50 87 500 9.11 50 No substitution HAND CLEANSER FOAMING ALCOHOL BASED 9 0Z 24/CS ALCARE PLUS or equivalent 5.79 0 15.57 Hand sanitizer waterless, A.B.H.C., citrus scent, 4 oz bottle with aloe 1.75 0 43.68 24 No substitution Hand sanitizer waterless, A.B.H.C., fresh scent, 4 oz Bottle with aloe, 1.75 42 24 1.89 No substitutionHydrogen Peroxide, Topical Solution, 16 oz Bottle, 0.99 11.88 12 0.53Isolation kit, incl impermeable gown, gloves, biohazard bag, mask w/shield, shoe covers, cap, disp 8.87 66 25 Microdot Bleach Wipes 10.22 11.7 No substitution Multi-Purpose Collection Bag with Hook 0.73 8.75 12 350 40 1.75 Particulate Respirator, N95 Mask, Large Size 1.10 21.99 20 27.38 20Particulate Respirator, N95 Mask, Tecnol, Regular Size 35/bx 6bx/cs 0.74 0 404.3 210Particulate Respirator, N95 Mask, XL Size 3.14 110 35 0 145 80 Personal Wipes, FireWipes, for Soot Removal, 8 in x 12 in Textured, Disposable 12/bx 0.84 10.1 12 242.4 288 12 16 SAFETY GLASSES, V20 PURITY, CLEAR ANTI-FOG LENS KIMBERLY CLARK or equivalent 1.95 25.88 12 SCALPEL DISPOSABLE STERILE 11 10EA/BX 4111 0.45 4.5 10 4.12 10SHARPS CONTAINER IN ROOM RED 5 QUART 12.5 IN X 5.5 IN X10.75 IN 20/CS 3.37 40.44 12 5.07 101.4 20SHARPS CONTAINER OLD STYLE SQUARE RED 4.7 QUART 10 IN X 6 IN X 7.75 IN 12/CS 3.35 40.2 12 5.99 SHARPS CONTAINER STACK RED WITH CLEAR LID 1 QUART 6.25 IN H X 4.25 IN D X 4.5 IN 1.15 82.8 72 1.97 SLEEVE WHITE GAUNTLET, ELASTIC OPENINGS, 18 IN (arm coverings)1.47 45.5 1000 SPIT SOCK FACE COVER TO PREVENT PATIENT SPITTING 3.1 2.53 TOTAL 143.938 305 2811 81 204.2 1268 Item Description PriceEach per Box Quantity per Case Quantity PriceEach per Box Quantity per Case Quantity Manufacture Part Number City Comments IV Supplies and Needles Curaplex Dart w/vial adapter kit 7.55 8.75 BTM 670212-kit CATHETER INTRAVENOUS (IV) 16 ga x 1 1/4 IN 50/bX 1.54 77 50 308 200 1.33 CATHETER INTRAVENOUS (IV) 18 GAUGE X 1.25 IN 50/BX PROTECTIV PLUS 1.54 77 50 308 200 1.4 CATHETER INTRAVENOUS (IV) 20 GAUGE X 1.25 IN 50/BX PROTECTIV PLUS 1.54 77 50 308 200 1.4 CATHETER INTRAVENOUS (IV) 22 GAUGE X 1 IN 50/BX PROTECTIV PLUS 1.54 77 50 308 200 1.4CATHETER INTRAVENOUS (IV) 24 GAUGE X 0.75 IN 50/BX PROTECTIV PLUS 1.54 77 50 308 200 1.4 CATHETER INTRAVENOUS (IV) LATEX FREE 20 GAUGE X 1.25 IN 50/BX 200/CS PROTECTIV 1.54 77 50 308 200 1.4 Curaplex IV Admin St, 10 Drp, 83in,Pre-Prcd Y-Site, SrLk Ndle-Free Y St, Rotat Male LL or equivalent 0.98 49 50 1.7Curaplex IV Catheter, ClearSafe Comfort, 16 ga x 1 1/4 in, Safety or equivalent 1.42 71 50 284 200 295 200 411 Curaplex IV Catheter, ClearSafe Comfort, 18 ga x 1 1/4 in, Safety or equivalent 1.42 71 50 284 200 295 200Curaplex IV Catheter, ClearSafe Comfort, 20 ga x 1 1/4 in, Safety or equivalent 1.42 71 50 284 200 295 200 Curaplex IV Catheter, ClearSafe Comfort, 22 ga x 1 in, Safety or equivalent 1.42 71 50 284 200 295 200 Curaplex IV Catheter, ClearSafe Comfort, 24 ga x 3/4 in, Safety or equivalent 1.42 71 50 284 200 295 200 Curaplex IV Guard IV Dressing, Breathable Foam Dressing or equivalent 0.17 16.58 100 82.9 500 22.68 100 Curaplex Pressure Infuser, Bag, 1000ml or equivalent 6.78 33.9 5 169.5 25 14.23 Ext Set, 6 in, w/1 Needleless Connector, Roberts Clamp, Luer Lock on Distal End 0.96 96 100 1.03 Filter Straw 5u Filter 1 3/4 flexible straw 0.45 0.46 IV Admin Set, 10 Drop, 83 in, Needle Free Y site, 1 Luer Connector 0.88 44 50 1.7 IV Admin Set, Pediatric 83 in, 60 Drop,1 Y-Site, 1 Valve 1.07 53.5 50 1.82 IV Flush Syringe, Normal Saline, 10 ml, Prefilled 12 cc Syringe, Sterile 0.32 32 100 128 400 8.25 30 IV Start Kit - IV Guard, Lock, Flush, 8in extension, alcohol prep, 2x2 1.98 155.3 50 BTM 8600-01284 Lancets, Unistik 3 Comfort Safety, 28 ga x 1.8 mm, Single Use, Purple 0.06 6.25 100 300 4800 14.69 100 Lancets, Unistik 3 Normal Safety, 23 ga x 1.8 mm, Single Use, Yellow 0.17 17.25 100 14.69 100 Needle Hypodermic, SafetyGlide, 18 ga x 1.5 inch, with shielding mechanism 0.22 22.35 100 0.29 Needle Hypodermic, SafetyGlide, 21 ga x 1 inch, with shielding mechanism 0.4 0.29 Syringe and Needle, 10cc, 21 ga x 1 1/2 inch 0.09 9 100 90 1000 248.6 600 Syringe and Needle, EXEL, 1cc Tuberculin, 25 ga x 5/8 inch 0.1 0.08 8 100 Syringe and Needle, EXEL, 1cc Tuberculin, 26 ga x 1/2 inch 0.10 10.4 100 0.08 8 100 Syringe and Safety Needle, BD 3cc LL w/Eclipse 21 ga x 1 in Detachable Needle 0.26 64.74 300 Syringe and Safety Needle, BD 5cc LL w/Eclipse 22 ga x 1 in Detachable Needle 0.32 15.9 50 92.34 300 SYRINGE ONLY LUER LOCK 30CC 0.44 0.22 11 50 SYRINGE ONLY LUER LOCK 60CC 0.64 16.12 25 96.72 150 0.41 10.25 25Syringe, Luer Lock, 30-35cc, 0.42 21 50 105 250 0.22 11 50Tourniquet (non latex) individual rolled 0.08 19.98 250 39.96 500 22.43 250 VIAL ACCESS CANNULA 100/BX 10BX/CS INTERLINK 0.35 0.32 BTM 353367 TOTAL 41.141 1038 4523 39.93 131 2036 Item Description PriceEach per Box Quantity per Case Quantity PriceEach per Box Quantity per Case Quantity Manufacture Part Number City Comments LP-15 and Lucas Supplies 4 WIRE LIMB LEAD WITH 12 LEAD CAPABILITY ECG 8 FT TRUNK CABLE-RT ANGLE CONNECTOR-LP12 LP15 345.7 323.4 Phy 11111-0000206-WIRE PRECORDIAL LEADS FOR A 12-LEAD ECG CABLE FOR LIFEPAK 15 131.25 129.03 Phy 11111-000022 No substitution ECG Chart Paper, Thermal,108mm,Red Grid, for Physio-Control LP15 or equivalent 1.4 84 60 7.99 5 No substitution ECG 12-LEAD SIMULATOR FOR PHYSIO 657 502.2 Phy 11996-000311 ECG 12 Lead Trunk Cable, 5ft L, 4 Wire Limb Leads (LP-15)340 136.13 Phy 11111-000018 No substitution Electrodes, BlueSensor R, Adult, Foam 4/PK 1.43 1.1 4 No substitutionElectrodes, BlueSensor SP, Medium Size, Pediatric/Adult 10/PK 0.22 2.2 10 200PK 2.2 10 No substitution Electrodes, BlueSensor SP, Medium Size, Pediatric/Adult 4/PK 0.23 0.93 4 250PK 0.88 4 No substitution Electrodes, BlueSensor SP, Medium Size, Pediatric/Adult, Foam 50/pk 0.20 9.98 50 20PK/9.9 50 No substitution FILTERLINE SET, NON HUMIDIFIED, INTUBATED, ADULT/PEDIATRIC 6.9 9.44 Phy 11996-000081 No substitution Filterline H Set 12.63 9.44 Phy 11996-000080 No substitutionLIFEPAK 15 Basic Carry Case with right and left pouches 297.5 271.79 Phy 1157-000002 No substitution LIFEPAK 15 Carry case back pouch 77 73.08 Phy 11260-000039 No substitution LIFEPAK 15 Carry case top pouch 56.25 51.24 Phy 11220-000028 No substitution LIFEPAK 15 Shoulder Strap 35.83 33.6 Phy 11577-000001 No substitution LUCAS Hard Shell Carrying Case 424.5 418.63 Phy 11576-000094 No substitutionLucas Patient Straps 92.73 89.56 Phy 11576-000050 No substitution LUCAS, Stabilization Strap for Lucas 1, 2, and 3 245.45 84.84 Phy 21576-000074 LUCAS Suction Cups, for LUCAS 2 and 3 Disposable 3/pk 125.9 121.6 3 Phy 11576-000046 No substitution LUCAS 125.9 8820 LUCAS 125.9 8820Masimo SET Rainbow Compatible Cable, 4 ft 94.35 138.24 Phy 11171-000037 No substitution Masimo Rainbow DCI Adult Reusable Sp02, SpC0, SpMet Sensor, 3ft, for use with RC Patient Cable 557.75 535 phy 11171-000082 No substitution Masimo Rainbow, DCIP Pediaric Reusable Sp02, SpC0, SpMet Sensor, 3ft for use with RC Patient Cable 779 535 No substitution Mobil Battery Charger (Physio) Includes AC and DC power cords 1889.47 1693.77 Phy 11577-000011 No substitution Multi-Function Defib Pads, Physio-Control Adult/Child or equivalent 15.55 155.5 10 17.02 Multi-Function Defib Pads, Physio-Control Pediatric/Infant or equivalent 15.55 155.5 10 17.14 NIBP Cuff-Reusable, Adult 13.28 66.4 5 27.88 NIBP Cuff-Reusable, Child 8.95 44.75 5 22.65 NIBP Cuff-Reusable, Infant 7.95 39.75 5 20.04 NIBP Cuff-Reusable, Large Adult 14.95 74.75 5 31.36 NIBP Cuff-Reusable, Small Adult 10.35 51.75 5 15.68 NIBP Tubing Coiled (Physio)82.25 79.8 Phy 21300-008148 No substitution REDI-Charge Base 1389.9 1273.3 Phy 11141-000115 No substitution SENSOR, MASIMO LNCS ADTX, ADULT 18 IN ADHESIVE DISPOSABLE SPO2, GREATER THAN 30KG 12.92 258.4 20 11.76 No substitution Sensors, Masimo SET M-LNCS Adult, Adhesive, Disp, for use w/RC (Rainbow or SpO2 only) Pt Cable 13.9 278 20 14 Phy 11171-000039 No substitutionSensors, Masimo SET M-LNCS, Infant, Adh, Disp, for use w/RC (Rainbow or SpO2 only) Pt Cable 18.18 363.6 20 14 Phy 11171-000041 No substitution Sensors, Masimo SET M-LNCS, Pediatric, Adh, Disp, for use w/RC (Rainbow or SpO2 only) Pt Cable 14.78 295.6 20 12.32 Phy 11171-000040 No substitution Sensor, Masimo M-LNCS Neonatal/Adult Single Use Adhesive SpO2 sensor 15.83 14 Phy 11171-000042 No substitution Sensors, Masimo M-LNCS DB1 Adult Reusable Soft SpO2 sensor 197.15 162 Phy 11171-000065 No substitution Sensors, Masimo M-LNCS DCI Adult Reusable SpO2 179.5 151.2 Phy 11171-000046 No substitutionSensor, Masimo-M-LNCS DCIP Pediatric Reusable SpO2 sensor 189.45 648 Phy 11171-000047 No substitution 412 Sensor, Masimo Rainbow DCI Audlt Reusable Sensor 675.9 535 Phy 11171-000049 No substitutionSMART CAPNOLINE PLUS NON INTUBATED, ORAL NASAL W/O2 TUBING, ADULT/INTERMEDIATE 100/BX 8.88 888 100 10.24 Phy 11996-000167 No substitution SMART CAPNOLINE, PEDIATRIC, NON INTUBATED, ORAL NASAL W/OXYGEN TUBING 25/BX 10.7 267.5 25 14.11 Phy 11996-000128 No substitution TOTAL 9320.41 13.11 3024 25765.9 143.7 0 Item Description Price Each per Box Quan tity per Case Quan tity Price Each per Box Quan tity per Case Quan tity Manufacture Part Number City Comments Medications Adenosine 12mg Syringe 26.55 265.5 10 24.75 Adenosine 12MG vial 10.68 106.8 10 26.68Adenosine 6mg Sryinge 17.525 175.3 10 15.95Adenosine 6mg Vial 2.14 21.4 10 4.79 ALBUTEROL 2.5MG, 0.83MG/ML, 3ML UNIT DOSE, INDIVIDUALLY WRAPPED 30/BX 0.18 5.48 30 5.69 AMIODARONE 150MG 3ML VIAL 1.70 42.5 25 0.93 Aspirin 81mg Chewable, Orange Flavor 36/Bottle 0.02 0.74 36 0.77ATROPINE 1MG 10ML LIFESHIELD SYRINGE 1006A 12.53 125.3 10 108.9 10ATROPINE 1MG 10ML LUER JET 1006B 10.78 107.8 10 9.68 ATROPINE 1MG 10ML 10.78 107.8 10 9.68 CALCIUM CHLORIDE 1GM 10ML LIFESHIELD SYRINGE 11.27 112.7 10 100.5 10 CALCIUM CHLORIDE 1GM 10ML (IMS)15.22 9.57CALCIUM CHLORIDE 1GM 10ML LUERJET 11.02 110.2 10 9.57Calcium Chloride 1gm, 10ml Luer Jet 1010B 11.14 111.4 10 9.57 Certa Dose Epinephrine Convience Kit 96.75 89.5 DEXTROSE 50% 25GM, 50ML ANSYR SYRINGE 1013C 10.87 108.7 10 94.59 10 DEXTROSE 50% 25GM, 50ML LUER JET 1013B 15.27 152.7 10 12.93Dextrose D10 250cc 2.72 2.69Diltiazem, 25mg, 5ml Vial *Refrigerate* 3.52 35.15 10 36.41 10 DIPHENHYDRAMINE 50MG/ML 1ML SDV 2035 - BENADRYL 4.35 3.01 Epinephrine 1:10000 1MG 10ML LIFESHIELD SYRINGE 1019A 6.12 61.15 10 53.68 10 Epinephrine 1:10000, 1mg , 10ml 6.12 61.15 10 8.37Epinephrine 1:10000, 1mg, 10ml Luer Jet 1019B 9.58 95.75 10 8.37Epinephrine1:1000 18.63 465.8 25 16.86 Fentanyl 100mg/1ml vial 1.31 32.8 25 74.04 25 Glucagon 1mg, 1ml vial kit with 1ml Sterile Water 147.50 181.62 Glugagon, 1mg Lily Red Kit 349.50 297.19Glucose Gel, 15 gm, Strawberry Flavor 3/pk (Transcend)1.18 3.55 3 3.17 3 Life NutritionGlucose Gel, 15gm, Orange Flavor 3/pk (Transcend)1.18 3.55 3 3.17 3 Life Nutrition HALOPERIDOL 5MG 1ML VIAL 7.51 187.7 25 0.33 Heparin 5000u/1ml vial 1.40 34.9 25 2.31 Heparin pre-mixed 250 or 500cc bag 4.15 74.75 18 191 24IPRATROPIUM BROMIDE 0.02%, 0.5MG/2.5ML INDIVIDUALLY WRAPPED 0.20 5.9 30 4.72 25IV Flush Syringe, Normal Saline, 10 ml, Prefilled 12 cc Syringe, Sterile 0.33 8.25 30 IV Solution, Dextrose 10% 250ml Bag 36ea/cs Baxter 5.52 5.71 IV Solution, Dextrose 10% 250ml Bag 36ea/cs Bbraun 2.66 5.71 IV Solution, Sodium Chloride 0.9% 1000ml Bag 12ea/cs E8000 2.4 2.69IV Solution, Sodium Chloride 0.9% 1000ml Bag 14ea/cs 4.12 4.23IV Solution, Sodium Chloride 0.9% 250ml Bag 24ea/cs BBraun L8002 2.5 2.69 IV Solution, Sodium Chloride 0.9% 250ml Bag 36ea/cs Baxter 2B1322Q 3.25 3.38 IV Solution, Sodium Chloride 0.9% 500ml Bag 24ea/cs BBraun L8001 2.44 58.56 24 2.69 Ketamine 50mg/ml, 10ml Vial 4.17 41.7 10 67.19 10LIDOCAINE 2% 100MG 5ML LUER JET 1026B or equivelent 6.17 61.7 10 5.43Furosemide 40mg vial 3.58 89.52 25 79.31 25 Furosemide 40mg syringe 11.01 110.1 10 98.6 10 Magnesium Sulfate 50% 5gm, 10ml vial 2.17 54.35 25 5.75 Midazolam 10mg/2ml vial 1.45 14.5 10 26.77 25Morphine 10mg/1ml vial 2.61 65.25 25 76.66 10Morphine 4mg/1ml carpuject 2.25 22.5 10 40.55 10 NALOXONE 2MG 2ML LUER JET 1029B 32.00 320 10 34.38 Nitroglycerin 0.4mg Tabs 25 per bottle 0.81 80.75 100 17.36 NitroMist 400 mcg Spray, 4.1 gm Bottle, 90 metered doses 133.00 145.11Norepinephrine 4mg, 4ml Ampule (1mg/ml) 10.23 102.3 10 205.4 10Ondansetron 4MG 2ML VIAL 0.50 12.55 25 11 25 Ondansetron 4mg Orally Disintegrating Tablet 3x10UD 0.16 4.7 30 6.04 30 PROMETHAZINE 25MG/ML 1ML AMP 2.55 63.87 25 9.31 5 RACEMIC EPI 2.25% 0.5ML UNIT DOSE INDIVIDUALLY WRAPPED 1.88 1.04Rocuronium 10mg/ml, 10ml vial *REFRIGERATE* 6.87 68.7 10 47.45 10SODIUM BICARBONATE 7.5% 50ML LIFESHIELD SYRINGE 1033A 17.05 170.5 10 152.5 10 SODIUM BICARBONATE 8.4% 11.20 280 25 7.28 Sodium Bicarbonate 8.4% 50ml Luer Jet 1035B 14.71 147.1 10 12.93 SODIUM BICARBONATE 8.4% LIFESHIELD SYRINGE 1035A 11.59 115.9 10 103 10Solu-Medrol, 125mg, 2ml ACT-O-VIAL or equivelant 9.69 242.4 25 8.53Terbutaline 1mg, 1ml Vial 4.76 47.55 10 1.77 Tranexamic Acid 100mg/ml, 10ml vial 11.75 117.5 10 6.16 413 Vecuronium 10mg/10ml vial 9.12 91.15 10 54.45 10 TOTAL 1163.86 4941 58.56 1023.65 1466 191 Item Description PriceEach per Box Quantity per Case Quantity PriceEach per Box Quantity per Case Quantity Manufacture Part Number City Comments SUCTION Curaplex Yankauer Suction Kit, Bulb Tip and Tubing w/Control Vent, 1/4 in ID x 6 ft Tubing or equivalent 1.04 20.8 20 1.92Curaplex Disposable Suction Canister, 1200cc or equivalent 2.48 119 48 2.76 Laerdal Medical Coaxial Vacuum Connector 33cm 12/PK 11.65 9.67 No substitution LSU SUCTION UNIT LF W/ DISPOSABLE CANISTER AND TUBING LAERDAL 887.85 679.09 No substitution Medi-Vac Guardian Disposable Hard Suction Canister 1200ml 2.48 119 48 128.3 36 BTM 591375Suction Catheter, 6 Fr, coiled, w/whistle tip and thumb control port, sterile, disp, LF 0.12 6 50 0.19Suction Catheter, 8 Fr, coiled, w/whistle tip and thumb control port, sterile, disp, LF 0.12 6 50 0.19 Suction Catheter, 10 Fr, coiled, w/whistle tip and thumb control port, sterile, disp, LF 0.12 6 50 0.19 Suction catheter, 12 Fr, coiled, w/whistle tip and thumb control port, sterile, disp, LF 0.12 6 50 0.19 Suction Catheter, 14 Fr, coiled, w/whistle tip and thumb control port, sterile, disp, LF 0.12 6 50 0.19Suction catheter, 16 Fr, coiled, w/ whistle tip and thumb control port, sterile, disp, LF 0.12 6 50 0.19 Suction catheter, 18 Fr, coiled, w/whistle tip and thumb control port, sterile, disp, LF 0.12 6 50 0.19 TOTAL 906.34 0 300.9 694.77 0 128.3 Item Description PriceEach per Box Quantity per Case Quantity PriceEach per Box Quantity per Case Quantity Manufacture Part Number City Comments STRETCHER SUPPLIES Curaplex Blanket, Fleece 60x90 blue 3.5 35 10 11.2 BTM 17100MSCuraplex Blanket, Polyester 40x80 gray 30.99 3.9 BTM 3271-63802 Curaplex Patient Transporter 1200lb or greater capacity or equivalent 15.25 152.5 10 13.37 Curaplex XPS Fitted Stretcher Sheet, 36 x 90, Fluid Resist 30/cs or equivalent 45.5 78 30 BTM-3271-62602 Pillow, disposable, 18 x 24, 12 oz., polyester fill, non-allergenic, 12ea/cs 2.4 28.8 12 2.91 Restraint Strap, Black, 2 pc, 5 ft, Nylon, Metal Push Button Buckle, Loop Ends 8.39 7.74RESTRAINT STRAPS LIMB HOLDER DISPOSABLE W/ DOUBLE D RING ADULT 1 IN X 60 IN 3.7 177.6 48 1.32 Shoulder Harness Restraint System, Black, Nylon, Metal Push Button, Loop Ends 29.9 27.38 Stretcher Sheet 30 x 72 Fluid Res 0.63 31.5 50 56 50 BTM-3271-60202 UNIVERSAL PILLOW CASE 100/CS 21 X 30 WHITE 0.17 17.25 100 32 100 TOTAL 140.433 0 442.7 67.82 0 166 Item Description Price Each per Box Quan tity per Case Quan tity Price Each per Box Quan tity per Case Quan tity Manufacture Part Number City Comments Various 3M Blade Assembly, Single-Use, Pivoting, Purple, for 3M 9661 Surgical Clippers 3.7 185 50 4 3M Surgical Clipper Charger for use with Clippers 2744-96610 59 48.49 3M Surgical Clippers with Pivot Head Charging base sold separately-2744-96621 54.5 64.66 5.11, Slingpack, UCR, Black No Bid 134.99Ammonia Inhalant, Ampules 10/bx 0.32 3.18 10 1.86 10Assure Prism Blood Glucose Meter 0 5.61 Assure Prism Multi 50/bx Blood Glucose Test Strips 0.17 8.3 50 9.54 BLOOD PRESSURE CUFF NAVY SIZE 11 ADULT 20/CS PROSPHYG 775 5.35 267.5 50 10.64 BP SYSTEM 5, CHILD, SM ADULT, ADULT, LG ADULT, THIGH, NAVY BLUE, LATEX FREE or equivalent 94.85 86.53Bulb syringe, ear/ulcer, 3 oz, vinyl, sterile 50ea/cs 0.25 0.95Case, Pelican 1550EMS, Orange with EMS organizer/dividers, ID: 18.4 L x 14.0 W x 7.6in D 264.65 240 Certa Dose PALS Syringe Holder Kit 1/KT 4KT/BX 74.25 554 4 Certa Dose Pediatric Measuring Tape 16.25 6.9 Disposable Penlight 6/pk, 0.60 3.62 6 0.73G3 Airway Cell, Green, 12 in H x 6 in W x 6.5 in D 86.55 77.28G3 Backup, Blue, BBP Resistant, 25 in H x 18 in W x 8.5 in D 254.98 227.81 G3 IV Cell, Blue, 12 in H x 6 in W x 3 in D 68.98 61.82 G3 Medicine Cell, Red, 12 in H x 6 in W x 6.5 in D 87.98 77.28 G3 Oxygen Module, Green, 1 in x 5 in x 16.5 in, Attaches to D or Jumbo D Cylinder 38.98 40.32G3 Responder, Red, 29 in H x 18 in W x 7 in D 249.98 221.09G3 Universal Cell, Black 69.98 61.82 Little Anne QCPR 4-pack Light Skin 747 746.55 Little Anne QCPR 4-pk Dark Skin 747 746.55 Laerdal Lubricating Jelly Individual wrapped 0.04 5.75 144 0.04 LaerdalLumify L12-4 System 5119 5230.25 PhillipsLumify S4-1 Bundle 5119 5230.25 Phillips Lumify C5-2 Bundle. 5119 5230.25 Phillips MANIKIN FACE SHIELD 36/RL 6RL/CS 0.30 10.96 36 10.21 OB Kit, poly bagged with scalpel 11.45 4.62Palm Aneroid Replacement Gauge for 703, 705, 731, 732, 740 and 788 Series, Next Generation 35 36.59Probe Covers for SureTemp Thermometers 690, Disposable 0.04 10.4 250 9.43 250 Quick Connect Coupler, Oxygen, Ohmeda x DISS Hex Nut 51.25 36.07 Ring Cutter 4.25 5.49 Magnum Medical Ring Cutter, Replacement blades Magnum Medical Ring Cutter 1.6 1.65SCALPEL DISPOSABLE STERILE 11 10EA/BX 4111 0.45 4.12 10 414 Single-Use Transport Bubble Bag, 4 in x 5.5 in, 100/pk 0.22 21.7 100 24.74 bg-1Sterile Water for Irrigation, 250ml Plastic Pour Bottle 2.77 66.48 24 3 Sterile Water for Irrigation, 500ml Plastic Pour Bottle 1.84 1.92Stethoscope (Adscope-Lite 619 30 in length Red)19.55 17.39 Stethoscope (disposable single head)1.07 10.7 10 28.6 Stop The Bleed Sticker Kit (10 Stickers/Kit)25.65 5 5 TOTAL 18437.80 74.61 519 18709.89 45.15 554 GRAND TOTAL 34577.82 8031 29104 48654.54 2074 6125 Additional, Exceptions to Bidder's Proposal by Bidder, if any: 415 416 ORDINANCE NO. ___________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER, OR THEIR DESIGNEE, TO UTILIZE A CONTRACT THROUGH AN INTERLOCAL AGREEMENT WITH THE CITY OF MIDLOTHIAN, FOR THE PURCHASE OF EMERGENCY MEDICAL SERVICES (EMS) MEDICAL SUPPLIES FOR THE CITY OF DENTON FIRE DEPARTMENT, AS AWARDED BY CITY OF MIDLOTHIAN, CONTRACT NUMBER 2020-28; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 7650 – AWARDED TO BOUND TREE MEDICAL, LLC AND LIFE-ASSIST INCORPORATED FOR A TERM ENDING ON FEBRUARY 10, 2026, IN THE NOT-TO- EXCEED AMOUNT OF $2,100,000.00). WHEREAS, pursuant to Ordinance 2021-091, the City of Midlothian has solicited, received, and tabulated competitive bids for the purchase of necessary materials, equipment, supplies, or services in accordance with the procedures of state law on behalf of the City of Denton; and WHEREAS, the City Manager, or a designated employee, has reviewed and recommended that the herein described materials, equipment, supplies, or services can be purchased by the City through the City of Midlothian, Contract Number 2020-28, at less cost than the City would expend if bidding these items individually; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items shown in the “File Number” referenced herein and on file in office of the Purchasing Agent, are hereby accepted and approved as being the lowest responsible bids for such items: FILE NUMBER VENDOR 7650 Bound Tree Medical, LLC 7650 Life-Assist Incorporated SECTION 2. By the acceptance and approval of the items set forth in the referenced file number, the City accepts the offer of the persons submitting the bids to the City of Midlothian Contract Number 2020-28 for such items and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, conditions, specifications, standards, quantities, and for the specified sums contained in the bid documents and related documents filed with the City of Midlothian, Contract Number 2020-28, and the purchase orders issued by the City. 417 SECTION 3. Should the City and persons submitting approved and accepted items set forth in the referenced file number wish to enter into a formal written agreement as a result of the City’s ratification of bids awarded by the City of Midlothian, the City Manager, or their designated representative, is hereby authorized to execute the written contract which is referenced herein; provided that the written contract is in accordance with the terms, conditions, specifications, and standards contained in the Proposal submitted to the City of Midlothian, and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton, hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or their designee. SECTION 5. By the acceptance and approval of the items set forth in the referenced file number, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approval purchase orders or pursuant to a written contract made pursuant thereto as authorized herein. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by __________________________ and seconded by _________________________________, the ordinance was passed and approved by the following vote [___ - ___]: Aye Nay Abstain Absent Mayor 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 418 ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: _________________________________ 419 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-520,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton authorizing the Interim City Manager to execute a Park Development Agreement between the City of Denton and Bloomfield Homes LP,for the dedication of park land at the Glenwood Meadows Development;authorizing acceptance of land;and providing an effective date. City of Denton Printed on 4/2/2021Page 1 of 1 powered by Legistar™420 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Parks and Recreation DCM: David Gaines, Interim Deputy City Manager DATE: April 6, 2021 SUBJECT Consider adoption of an ordinance of the City of Denton authorizing the Interim City Manager to execute a Park Development Agreement between the City of Denton and Bloomfield Homes LP, for the dedication of park land at the Glenwood Meadows Development; authorizing acceptance of land; and providing an effective date. BACKGROUND Bloomfield Homes LP, is developing Glenwood Meadows, a single-family development, on approximately 69 acres of land east of Bonnie Brae Street and north Vintage Blvd. The development will consist of a hundred and two (102) residential lots and three (3) Home Owner’s Association (HOA) open space lots. In addition (1) lot of 31.989 acres is intended to be dedicated to the City to satisfy the Park Dedication and Development Ordinance 98-039. The amount of park land dedication required for this development is 0.714 acres. Floodplain acreage may be dedicated at a ratio of three to one (3:1) in acres in lieu of non-floodplain, 0.714 X 3 for 2.142 acres of Park Land Dedication. Exhibit 3 is the aerial photo of this property. The Denton County Appraisal District lists this parcel as having an assessed value of $15,763.57 per acre. • At $15,763.57 per acre the fee in lieu of land requirement for 0.714 acres is $11,255.19. • With the execution of this development agreement the City would be receiving 31.989 acres, valued at $15,763.57 per acre or $504,260.84 per Denton County Appraisal District’s assessment. As Parks and Recreation continues to develop the Parks, Recreation and Trails System Master Plan, several trails are being proposed that connect neighborhoods throughout the city. These trails primarily reside along major roadways and creeks. This property would be a major open space parcel along the proposed Hickory Creek Trail. The area to be dedicated is listed on the National Wetlands Inventory which was created by the US Fish and Wildlife Service (FWS) to conduct a nationwide inventory of U.S. wetlands to provide biologists and others with information on the distribution and type of wetlands to aid in conservation efforts. Accepting this land dedication into the City’s inventory further protects it under Texas Parks and Wildlife Department Code Chapter 26, Protection of Public Parks and Recreational Lands. Parks and Recreation is working with Texas Parks and Wildlife on a future wildlife corridor/sanctuary that will be created for this property and corridor. RECOMMENDATION Staff recommends approval of the ordinance as this dedication aligns with the Park Trails Master Plan and will create a large open space for the community. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 421 ESTIMATED SCHEDULE OF PROJECT It is anticipated with the execution of this agreement and all required paperwork; the City of Denton could assume ownership of this parcel by mid-2021. OPERATIONAL IMPACT Anticipated cost to maintain this parcel is estimated at $8,000 for regular and annual mowing and litter abatement. While this funding is not budgeted for FY2020-2021, these projected maintenance costs will be included in a supplemental request for FY2021-2022. FISCAL INFORMATION • Park Dedication Fee in lieu of land required amount: $11,255.19 • Total value of the proposed property per the Denton County Appraisal District $504,260.84 (per acre: $15,763.57). PRIOR ACTION/REVIEW (Council, Boards, Commissions) None EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Ordinance Exhibit 3 – Aerial Photo Respectfully submitted: Gary Packan, Parks and Recreation Prepared by: Jason Donnell, Park Planner, Parks and Recreation 422 ORDINANCE NO. ---- AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE INTERIM CITY MANAGER TO EXECUTE AP ARK DEVELOPMENT AGREEMENT BETWEEN THE CITY OF DENTON AND BLOOMFIELD HOMES LP, FOR THE DEDICATION OF PARK LAND AT THE GLENWOOD MEADOWS DEVELOPMENT; AUTHORIZING ACCEPTANCE OF LAND; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Bloomfield Homes LP., (the "Developer") owns and is currently developing a 68.788 acre parcel of property within the City of Denton, known as Glenwood Meadows, and has asked consideration for approval to dedicate certain floodplain land in fulfillment of its Park Dedication requirement of Section 22-37 of the City's Code of Ordinances; and WHEREAS, the Interim City Manager recommends, and the City Council deems it in the public interest that the City enter into the Park Development Agreement attached hereto; 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 is hereby authorized to execute on behalf of the City, the Park Development Agreement as attached hereto and incorporated by reference herein. SECTION 3. The Interim City Manager, or her designee, is hereby authorized to receive land and to undertake the obligations as set forth in the Agreement. SECTION 4. This Ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by ___________ and seconded by -------~------' the ordinance was passed and approved by the following vote L_ -__J: Aye Abstain Absent Gerard Hudspeth, Mayor: Birdia Johnson, District 1: Connie Baker, District 2: Jesse Davis, District 3: John Ryan, District 4: 423 Deb Annintor, 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 ~#Jzd¢&, 424 DocuSign Envelope ID: 33C3E1 E4-1 F99-43C7-BCBC-A017E9F58F2D PARKDEVELOPMENTAGREEMENT THIS DEVELOPMENT AGREEMENT (this "Agreement") is entered into between Bloomfield Homes LP, a Texas Limited Partner Company (the "Developer") and the City of Denton, a Texas home-rule municipal corporation (the "City") as of the Effective Date as provided below. Introductory Provisions Developer is the owner of and is currently developing a portion of a 68. 7 44-acre, more or less, tract of land for residential use known as Glenwood Meadows, which is located in the WM ROARK Survey, Abstract 1087 and J. EDMONSON Survey, Abstract 400, City of Denton, Denton County, Texas (the "Project"). The Project consists of one hundred-two (102) residential lots, three (3) homeowners association ("HOA") open space lots, and one (1) 31.989 acre park land dedication lot. The 31.989 acre park land dedication lot is more particularly described and labeled as Lot 22X, Block D ("Park Land Lot") on Exhibit A, attached hereto; and Developer will dedicate the Park Land Lot as park land for public use. The Park Land Lot will be dedicated as park land by Final Plat and Special Warranty Deed and shall be recorded in the Plat Records of Denton County, Texas upon approval by the City of Denton; and The amount of park land dedication required by Section 22-37 of the City's Code of Ordinances for Project is 0.714 acres; and Developer intends to dedicate the Park Land Lot to the City to satisfy the park land dedication requirements for the Project. Developer and the City enter into this Agreement to confirm their agreement concerning (a) the Developer's dedication of the Park Land Lot to the City, (b) the City's acceptance of the Park Land Lot, subject to compliance with conditions herein, and (c) the City's acceptance of the Park Land Lot to satisfy the park land dedication requirement in Section 22-37 of the City's Code of Ordinances. A. Agreements For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows: 1. Dedication of the Park Land Lot. Developer will dedicate the Park Land Lot shown as Lot 22X, Block D of Exhibit A, to the City. The City and the Developer will work cooperatively to process Developer's dedication of the Park Land Lot. Instruments of dedication shall be by Special Warranty Deed, in the form attached hereto as Exhibit B, and by Final Plat, in the form attached hereto as Exhibit A. The City and Developer shall prepare, execute, and record all documents related to the dedication and 425 DocuSign Envelope ID: 33C3E 1 E4-1 F99-43C7-BCBC-A017E9F58F2D conveyance of the Park Land Lot at the Developer's sole expense. The dedication of the Park Land Lot fulfills Developer's total park land dedication requirements for the Project, in satisfaction of Section 22-37 of the City's Code of Ordinances. 2. Park Name. Naming of the Park will be directed by Resolution Number R20-2001, as amended, which outlines the naming policy guidelines for City buildings, facilities, land, or any portion thereof. 3. Additional Park Dedication. The Developer's dedication of the Park Land Lot under this Agreement is based on the type of development (single family) and the anticipated number of residential units to be developed on the Project. The Park dedication required by this Agreement for the Project was determined with the formula 2.5 acres x 102 units x 2.8 persons divided by 1,000 for 0.714 acres of land for residential property. Floodplain acreage may be dedicated at a ratio of three to one (3: I) in acres in lieu of non-floodplain property, 0.714 X 3 for 2.142 acres of Park Land Dedication. If the actual number of residential units developed on the Project Property exceeds the units utilized in this formula and the resulting total acreage required to be dedicated exceeds 3 acres, the developer must dedicate additional park property to the City in accordance with the requirements of Section 22-3 7 of the City's Code of Ordinances. 4. Waivers. The parties hereby agree: A. Nothing in this Agreement shall be considered an illegal impact fee or exaction. The Developer agrees and stipulates that all terms of Local Government Code Section 212.904 have been met by the City and the Developer acknowledges and agrees that the land dedicated in accordance with this Agreement is more than the requirement under Code of Ordinances 22-37. Developer waives any claim it may have against the City under any theory of law for the difference as set forth in paragraph A.2, above. B. Developer and its related entities, successors, and assigns release and discharge the City, its past and present employees, officers, council members, attorneys, and other agents, contractors, and representatives from any and all claims, demands, controversies, and causes of action for breach of contract, takings, exactions, claims under Texas Local Government Code Chapter 395, and claims under the Private Real Property Rights Preservation Act, Texas Government Code Chapter 2007, and all claims for reimbursements and monies that relate to this Agreement. C. Developer waives any right to appeal the requirement to construct and dedicate the Park in accordance with the tenns of this Agreement pursuant to Section 22•42 of the City's Code of Ordinances. 5. Indemnification. DEVELOPER SHALL INDEMNIFY, SAVE, AND HOLD HARMLESS THE CITY, ITS ELECTED OFFICIALS, OFFICERS, AGENTS, ATTORNEYS, AND EMPLOYEES (COLLECTIVELY, THE "INDEMNITEES") FROM AND AGAINST: (I) ANY ADMINJSTRA TIVE OR INVESTIGATIVE PROCEEDING BY ANY GOVERNMENTAL AUTHORITY 426 DocuSign Envelope ID: 33C3E1E4-1F99-43C7-BCBC-A0HE9F58F2O DIRECTLY OR INDIRECTLY RELATED TO A CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION, ARISING FROM DEVELOPER'S PERFORMANCE OF ITS OBLIGATIONS HEREUNDER; (II) ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION WIDCH DIRECTLY OR INDIRECTLY CONTESTS OR CHALLENGES THE LEGAL AUTHORITY OF THE CITY OR DEVELOPER TO .ENTER INTO TlllS AGREEMENT; (Ill) ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION BROUGHT BY AN ASSIGNEE OF DEVELOPER RELATED TO APPROVAL OF AN ASSIGNMENT BEING WITHHELD BY THE CITY; AND (IV) ANY AND ALL LIABILITIES, LOSSES, COSTS, OR EXPENSES (INCLUDING ATTORNEY'S FEES AND DISBURSEMENTS) THAT ANY INDEMNITEES SUFFER OR INCUR AS A RESULT OF ANY ACTION OR OMISSION OF INDEMNITEES PURSUANT TO THIS AGREEMENT; PROVIDED, HOWEVER, THAT DEVELOPER SHALL BA VE NO OBLIGATION UNDER THIS PARAGRAPH TO THE CITY WITH RESPECT TO ANY OF THE FOREGOING ARISING OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE CITY OR THE BREACH BY THE CITY OF THIS AGREEMENT. B. Miscellaneous 1. This Agreement contains the full and complete agreement of the parties hereto, and all prior negotiations and agreements pertaining to the subject matter hereof, are expressly merged in this Agreement. Each party hereto disclaims any reliance on any facts, promises, undertakings, or representations (oral or written) made by any other party, or his agent or attorneys, prior to or contemporaneous to the date of execution of this Agreement. 2. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and assigns. 3. All parties acknowledge that this Agreement is the result of substantial negotiation between the parties. All parties further acknowledge that each party and its legal counsel have reviewed, revised, and contributed to this Agreement; so that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement, nor any amendments or exhibits thereto. 4. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions thereof and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. 5. All notices required to be given under this Agreement shall be given in writing and shall be effective when actually delivered or when deposited in the United States mail, 427 DocuSign Envelope ID: 33C3E1E4-1F99-43C7-BCBC-A017E9F58F2D first class, postage prepaid, addressed to the party to whom the notice is to be given at the addresses shown below. Any party may change its address for notices under this Agreement by giving written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, each party agrees to keep the other informed at all times of its current address. To City: City Manager City of Denton City Hall 215 E. McKinney Denton, Texas 76201 To Developer: Clint Vincent Bloomfield Homes L.P. 1050 E. Hwy 114, #210 Southlake, TX 76092 6. This Agreement shall be construed under the laws of the State of Texas and is fully performable in Denton County, Texas. Exclusive venue for any suit to enforce the terms and conditions of this Agreement shall be a court of competent jurisdiction in Denton County, Texas. 7. This Agreement may be executed in multiple counterparts, by one or more signatories, separately and each of such counterparts shall be deemed an original for all purposes, and all such signed counterparts shall constitute but one and the same instrument. Signed to be effective the __ day of _____ ~ 2021 (the "Effective Date"). [signatures on following page] 428 DocuSign Envelope ID: 33C3E1E4-1F99-43C7-BCBC-A017E9F58F2D DEVELOPER: Bloomfield Homes LP. a Texas limited partnership company DocuSlgned by: C/,W .✓,.,.,,,..,.. By:easa111>eee1t1•6 ... Clint Vincent Title: Vice President of Land CITY OF DENTON: By:---------------- Sarah Hensley Interim City Manager 215 E. McKinney Denton, Texas 76201 ATTEST: ROSA RIOS, CITY SECRETARY By: _____________ _ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY~ By~41/(~ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. c;~usf~ ~Fl'M284h9 ... SIGNATURE GaryPackan PRINTED NAME Director TITLE Parks and Recreation DEPARTMENT 429 DocuSign Envelope ID: 33C3E1E4-1F99-43C7-BCBC-A017E9F58F2D ACKNOWLEDGMENTS STATE OF TEXAS } COUNTY OF DENTON } The foregoing Development Agreement was executed before me on the __ day of ________ , 2021 by Sarah Hensley, Interim City Manager of the City of Denton, a Texas home-rule municipal corporation, on behalf of said municipal corporation. IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written. Notary Public Printed Name My commission expires: ______ _ My commission is in _____ County. STATE OF TEXAS } COUNTY OF DENTON } The foregoing Development Agreement was executed before me on the __ day of ________ , 2021 by Clint Vincent, the __________ of Bloomfield Homes LP., a Texas limited partnership company IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written. Notary Public Printed Name My commission expires: ______ _ My commission is in _____ County. 430 DocuSign Envelope ID: 33C3E1E4-1F99-43C7-BCBC-A017E9F58F2D EXffiBIT "A" Glenwood Meadows FINAL PLAT (PDF version on following page) 431 SMOOY3W OOOMN3,!> ,, i' '--l-~::---:t-1~' 432 SMOOY31111 OOOMN31~ 433 DocuSign Envelope ID: 33C3E1E4-1F99-43C7-8CBC-A017E9F58F2D EXHIBIT B: FORM OF SPECIAL WARRANTY DEED 434 DocuSlgn Envelope ID: 33C3E1E4-1F99-43C7-BCBC-A017E9F58F2D EXHIBIT "B'' NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. SPECIAL WARRANTY DEED STATE OF TEXAS § COUNTY OF DENTON § KNOW ALL MEN BY THESE PRESENTS That Bloomfield Homes LP (herein called "Grantor"), for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00), and other good and valuable consideration to Grantor in hand paid by the City of Denton, a Texas Home Rule Municipal Corporation (herein called "Grantee"), 215 E. McKinney, Denton, Texas 76201, the receipt and sufficiency of which are hereby acknowledged and confessed, has GRANTED, SOLD and CONVEYED, and by these presents does GRANT, SELL and CONVEY, unto Grantee all of that certain approximate 31.989 acre tract or parcel of real property, together with appurtenances thereon and improvements thereto, including all right, title and interest in all adjacent public streets and public rights-of-way (if any), more particularly described as: Lot 22X, Block D, of the Glenwood Meadows Addition, according to the final plat thereof recorded as Document No. 2021-XX, Plat Records of Denton County, Texas (the "Prope1ty"). Grantor, subject to the limitation of such reservation made herein, reserves, for themselves, their heirs, devisees, successors, and assigns all oil, gas, and other minerals in, on, and under and that may be produced from the Property. Grantor, their heirs, devisees, successors, and assigns shall not have the right to use or access the surface of the Property, in any way, manner, or fmm, in connection with or related to the reserved oil, gas, and other minerals, and/or related to exploration and/or production of the oil, gas and other minerals reserved herein, including without limitation, use or access of the surface of the Property for the location of any well or drill sites, well bores, whether vertical or any deviation from vertical, water wells, pit areas, seismic activities, tanks or tank batteries, pipelines, roads, electricity or other utility infrastructure, and/or for subjacent or lateral support for any surface facilities or well bores, or any other infrastructure or improvement of any kind or type in connection with or related to the reserved oil, gas, and other minerals, and/or related to the exploration or production of same. As used herein, the term "other minerals" shall include oil, gas, and all associated 435 DocuSign Envelope ID: 33C3E1E4-1F99-43C7-BCBC-A017E9F58F2D hydrocarbons and shall exclude (i) all substances that any reasonable extraction, mining, or other exploration and/or production method, operation, process, or procedure would consume, deplete, or destroy the surface of the Property; and (ii) all substances which are at or near the surface of the Property. The intent of the parties hereto is that the meaning of the term "other minerals" as utilized herein, shall be in accordance with that set forth in Reed v. Wylie, 597 S.W.2d 743 (Tex. 1980). As used herein, the term "surface of the Property" shall include the area from the surface of the earth to a depth of five hundred feet ( 500') below the surface of the earth and all areas above the surface of the earth. Grantor hereby assigns to Grantee, without recourse or representation, any and all claims and causes of action that Grantor may have for or related to any defects in, or injury to, the Property. TO HA VE AND TO HOLD the Property, together with all and singular the rights and appurtenances thereto in anywise belonging unto Grantee and Grantee's successors and assigns forever; and Gran tor does hereby bind Grantor and Grantor's successors and assigns to WARRANT AND FOREVER DEFEND all and singular the Property unto Grantee and Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof when the claim is by, through, or under Grantor but not otherwise. EXECUTED the ___ day of ______ , 2021. THE STATE OF ---- COUNTY OF ----- § § <PRINT GRANTOR NAME> ACKNOWLEDGMENT This instrument was acknowledged before me on ________ , 2021 by Notary Public, State of Texas My commission expires: ___ _ 2 436 DocuSign Envelope ID: 33C3E1E4-1F99-43C7-BCBC-A017E9F58F2D Upon Filing Return To: City of Denton Capital Projects -Real Estate 216 W. Mulberry Street Denton, TX 76201 Property Tax Bills To: City of Denton Finance Department 215 E. McKinney Street Denton, Texas 76201 3 437 438 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-529,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton authorizing the Interim City Manager to execute a Landscape Maintenance Agreement with the Texas Department of Transportation for the purpose of providing all required maintenance of certain landscape and irrigation improvements located within the right of way of FM 2499 from FM 2181 to IH 35E (the “Agreement”);authorizing the Interim City Manager,or her designee, to perform all obligations of the City under the Agreement,including the expenditure of funds;and providing an effective date. City of Denton Printed on 4/2/2021Page 1 of 1 powered by Legistar™439 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: DCM: DATE: Parks and Recreation David Gaines, Assistant City Manager April 6, 2021 SUBJECT Consider adoption of an ordinance of the City of Denton authorizing the Interim City Manager to execute a Landscape Maintenance Agreement with the Texas Department of Transportation for the purpose of providing all required maintenance of certain landscape and irrigation improvements located within the right of way of FM 2499 from FM 2181 to IH 35E (the “agreement”); authorizing the Interim City Manager, or her designee, to perform all obligations of the City under the agreement, including the expenditure of funds; and providing an effective date. BACKGROUND Parks and Recreation is requesting consideration for City Council to adopt an ordinance authorizing the execution of a Landscape Maintenance Agreement (LMA) for median landscape enhancements (trees, irrigation, mulch, decomposed granite and mow strips) along FM 2499 from FM 2181 to IH 35E. Texas Department of Transportation (TXDOT) has approved the City of Denton’s proposed FM 2499 beautification project for Green Ribbon landscape funding for FY 2021. The City of Denton has been granted a fixed amount of $773,666 for the construction of median enhancements along FM 2499 from FM 2181 to IH 35E. The City of Denton is responsible for the design of the median enhancements, completed June 2019. Once cleared by TXDOT, the City of Denton will bid and manage the contracted installation of all improvements. Upon completion of landscape improvements, the City of Denton Parks and Recreation Department will be responsible for regular maintenance of the improvements. This LMA affirms that TXDOT will provide funding for all landscape material including trees, plants, irrigation, and concrete mow strips and the City of Denton will maintain such improvements. The maintenance of these medians is estimated to cost $50,377 based on a 60/40 ratio of turf-to-landscape beds, with wildflower areas considered as beds. Currently, turf maintenance expense is already included in the Parks and Recreation Maintenance department’s operating budget. RECOMMENDATION Staff recommends approval of the ordinance because this dedication aligns with the Parks Recreation and Trails Master Plan and supports the City’s ongoing beautification efforts for the community. ESTIMATED SCHEDULE OF PROJECT It is anticipated with the execution of this agreement and all required paperwork that the City of Denton could proceed with letting the project in summer 2021. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 440 OPERATIONAL IMPACT From a capital improvement perspective, Green Ribbon Funding of the $773,666.00 is anticipated, based on staff estimates, to cover 100% of landscape enhancements of the medians. Anticipated cost to maintain this parcel is estimated at an additional $47,000 for regular and annual mowing, landscape care, tree trimming and litter abatement within the General Fund Budget. While this funding is not budgeted for FY2020-2021, these projected maintenance costs will be included in a supplemental request for the FY2021-2022 operating budget. . FISCAL INFORMATION •Design Consultant Fees $19,575.00 (completed) •FY2021 Green Ribbon Award $773,666.00 PRIOR ACTION/REVIEW (Council, Boards, Commissions) None EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Ordinance Exhibit 3 – Grant Application Submittal Respectfully submitted: Gary Packan, Parks and Recreation Prepared by: Jason Donnell, Park Planner, Parks and Recreation 441 Page 1 of 3 ORDINANCE NO. ____________ AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE INTERIM CITY MANAGER TO EXECUTE A LANDSCAPE MAINTENANCE AGREEMENT WITH THE TEXAS DEPARTMENT OF TRANSPORTATION FOR THE PURPOSE OF PROVIDING ALL REQUIRED MAINTENANCE OF CERTAIN LANDSCAPE AND IRRIGATION IMPROVEMENTS LOCATED WITHIN THE RIGHT OF WAY OF FM 2499 FROM FM 2181 TO IH 35E (THE “AGREEMENT”); AUTHORIZING THE INTERIM CITY MANAGER, OR HER DESIGNEE, TO PERFORM ALL OBLIGATIONS OF THE CITY UNDER THE AGREEMENT, INCLUDING THE EXPENDITURE OF FUNDS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Green Ribbon is a program established by the Texas state legislature in 1999 to allocate funding for landscaping and other enhancement activities in Texas Department of Transportation (“TXDOT”) districts that have air quality non-attainment and near non- attainment counties, of which Denton County is one, with the program goal to establish trees and plants in state highway rights-of-way to help mitigate the effects of air pollution; and WHEREAS, the City provided concept designs to TXDOT in early June 2019 to upgrade the landscaping on the FM 2499 medians from US Highway I35 to FM 2181; and WHEREAS, the proposed Landscape Maintenance Agreement (“LMA”) affirms that TXDOT will provide funding for the installation for all landscape materials including trees, plants, irrigation, and concrete mow strips, and after installation, the City will assume all maintenance responsibilities and the financial obligation attendant to the maintenance; and WHEREAS, pursuant to the LMA, TXDOT would install landscape elements including but not limited to trees, shrubs, grasses, sidewalks, irrigation systems, and hardscape features, though this will be handed through an advance funding agreement to be considered separately wherein the City would install the infrastructure using funds from both the federal government and TXDOT; and WHEREAS, pursuant to the LMA, the City would maintain all landscape elements within the limits of the right-of–way, including all median and island areas but excluding paved areas intended for vehicular travel; such landscape maintenance would include but not be limited to plant maintenance, plant replacement, mowing and trimming, hardscape element maintenance, and irrigation system operation and maintenance, wherein all landscape elements must be maintained in a functional and aesthetically pleasing condition; and WHEREAS, City staff has reviewed the LMA required by TXDOT and is of the opinion that it should be approved; and WHEREAS, the City Council finds it is in the public interest to approve the LMA; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: 442 Page 2 of 3    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 on behalf of the City the Landscape Maintenance Agreement with TXDOT, a copy of which is attached hereto as Exhibit “A” and made a part hereof for all purposes, or a substantially similar agreement as may be required by TXDOT. 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 under the Agreement, including, but not limited to, the expenditure of funds.   SECTION 4. This ordinance shall become effective immediately upon its passage and approval.   The motion to approve this ordinance was made by __________________________ 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 443 Page 3 of 3  ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: _________________________________ 444 THE STATE OF TEXAS THE COUNTY OF TRAVIS This AGREEMENT made this day of , 20 , by and between the Texas Department of Transportation, hereinafter referred to as the "State," and the City of Denton , Denton County, Texas, acting by and through its duly authorized officers, hereinafter called the "City". WITNESSETH WHEREAS, Chapter 311 of the Transportation Code gives the City exclusive dominion, control, and jurisdiction over and under the public streets within its corporate limits and authorizes the City to enter into agreements with the State to fix responsibilities for maintenance, control, supervision, and regulation of State highways within and through its corporate limits; and WHEREAS, Section 221.002 of the Transportation Code authorizes the State, at its discretion, to enter into agreements with cities to fix responsibilities for maintenance, control, supervision, and regulation of State highways within and through the corporate limits of such cities; and WHEREAS, the State and the City have entered into a Municipal Maintenance Agreement dated April 26, 2010 , the provisions of which are incorporated herein by reference, and wherein the City has agreed to retain all functions and responsibilities for maintenance and operations which are not specifically described as the responsibility of the department; and WHEREAS, the State has existing and proposed landscape improvements, such as, but not limited to, the installation of tree, shrub, and turf plantings, irrigation systems, and other aesthetic elements for areas within the right of way of state highway routes within the City as shown on Attachment “A”; and WHEREAS, the State will provide such landscape improvements, provided that the City agrees to be responsible for all required maintenance of the landscape improvements. LANDSCAPE MAINTENANCE AGREEMENT Form 2043 (Rev. 10/18) Page 1 of 3 DocuSign Envelope ID: 86157491-BB34-40E4-A245-04A92E02EEE2 EXHIBIT A 445 Form 2043 (Rev. 10/18) Page 2 of 3 AGREEMENT NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements of the parties hereto to be by them respectively kept and performed, it is agreed as follows: Contract Period This Agreement becomes effective upon the date of final execution by the State, and shall remain in effect until terminated or modified as hereinafter provided. Coverage This agreement prescribes the responsibilities of the State and the City relating to the maintenance of the landscape and irrigation improvements project which is located on FM 2499 non-controlled access state highway, as defined in the Municipal Maintenance Agreement. The maintenance is further described in Attachment A, the location map for this project, and limited to the portions along FM 2499 from FM2181 to IH35E. Amendment The parties agree that this agreement may be amended. Such amendments, to be effective, must be in writing and signed by both parties. State's Responsibilities The State shall install landscape elements including but not limited to trees, shrubs, grasses, sidewalks, irrigation systems, and hardscape features through its employees or duly appointed agents. City's Responsibilities The City may install landscape elements including but not limited to trees, shrubs, grasses, sidewalks, irrigation systems, and hardscape features through its employees or duly appointed agents. Any installations shall be performed in accordance with Texas Department of Transportation specifications and standards, and must be approved by the State in writing prior to any work being performed. DocuSign Envelope ID: 86157491-BB34-40E4-A245-04A92E02EEE2 446 Form 2043 (Rev. 10/18) Page 3 of 3 The City shall maintain all landscape elements within the limits of the right of way including all median and island areas but excluding paved areas intended for vehicular travel. Landscape maintenance shall include but not be limited to plant maintenance, plant replacement, mowing and trimming, hardscape element maintenance, and irrigation system operation and maintenance. The City will be responsible for all utility costs associated with maintaining landscape elements. All landscape elements must be maintained in a functional and aesthetically pleasing condition. TERMINATION It is understood and agreed between the parties hereto that should either party fail to properly fulfill its obligations as herein outlined, the other party may terminate this agreement upon thirty days written notice. Additionally, this agreement may be terminated by mutual agreement and consent of both parties. Should the City terminate this agreement, as prescribed here above, the City shall, at the option of the State, reimburse any reasonable costs incurred by the State. IN WITNESS WHEREOF, the parties have hereunto affixed their signatures, the City of on the day of , year , and the Texas Department of Transportation, on the day of , year . ATTEST: THE STATE OF TEXAS CITY OF DENTON By (Title of Signing Official) Executed for the Executive Director and approved for the Texas Transportation Commission for the purpose and effect of activating and/or carrying out the orders, and the established policies or work programs heretofore approved and authorized by the Texas Transportation Commission. By District Engineer Attachments DALLAS District Contact/Help This agreement has been both reviewed and approved as to financial and operational obligations and business terms. _____________________ Signature _____________________ Title ATTEST: Rosa Rios, City Secretary By:__________________________ APPROVED AS TO LEGAL FORM: Aaron Leal, City Attorney By:__________________________ DocuSign Envelope ID: 86157491-BB34-40E4-A245-04A92E02EEE2 Director of Parks and Recreation 447 Exhibit A – PROJECT LOCATION MAP CSJ – 2681-01-026 CITY OF DENTON, TEXAS FUNDING SOURCE: GREEN RIBBON PROGRAM FY2021 PROJECT DESCRIPTION: LANDSCAPE ENHANCEMENTS AND IMPROVEMENTS TO INCLUDE TREES, SHRUBS, GROUNDCOVERS AND IRRIGATION PROJECT LIMITS: ON FM 2499 BEGINNING AT FM 2181 (TEASLEY LANE) ENDING AT IH 35E DocuSign Envelope ID: 86157491-BB34-40E4-A245-04A92E02EEE2 448 GREEN RIBBON PROGRAM COORDINATOR:EMAIL: AMOUNT REQUESTING: Agency Name:Tel:940-349-8275 Title:FM 2499 Green Ribbon Project Email: jason.donnell@cityofdenton.com Address: City: Zip Code: 76209 (Print) Agreement Signer: Proj. Manager /Consultant:Tel:817-219-2665 Address:8624 Ferguson Rd. #571642 Email: erin@ebrooke.com City: Zip Code:75228 No No-will attend Highway: Project Limits From: Project Limits To: The landscaping of Section 5 through Denton would complete this roadway to I35 where it connects into Mayhill Rd., which is currently under construction for widening to US 380, by the City of Denton. Attach a Preliminary Schedule, Location Map and Schematic Plan. APPROVED (Y or N): AMOUNT: TXDOT USE ONLY The vegetation will serve to help decrease glare of oncoming traffic, enhance quality of life, contribute to the identity of Denton, reduce air, light, and sound pollution, reduce heat island effects, contribute to wildlife, assist in creating "place", assist in wayfinding and the asthetic qualities Thomas.Hubacek@txdot.gov Send PDF via email (Application & Attachments) DEADLINE: 05/31/2019 5:00 PM Will this be let as a Local Government Project Yes or No: REQUIRED INFORMATION $733,665.05 APPLICATION GREEN RIBBON FY2020 The southern medians along FM 2499 served as a gateway into the City of Denton with the medians being highly visible at all speeds. to create a calming effect. The plant material selection will consist of mostly native varieties, or species capable of surviving the harsh conditions Interstate 35E Teasley Lane Dallas Thomas Hubacek, RLA, CLARB Dallas - District Landscape Architect 4625 E. US80 Mesquite, Texas 75150 901 Texas St. STE B CSJ or Project #: FM 2499 Is this local entity (or consultant) certified in TxDOT's Local Government Project Procedures (LGPP) Yes or No: Erin Brooke Fredi, PLA (E. Brooke Associates, LLC) City of Denton Denton Three previous Green Ribbon Grants have funded the landscaping of FM 2499 from Tarrant County Line to FM 2181 (Teasley Lane). TxDOT has recently completed construction of FM 2499 Section 5. The mediians are currently turf grass with no other enhancements. The City of Denton wishes to provide landscape enhancements within the TxDOT right of way at the following locations: 11 adjacent medians along FM 2499 beginning at FM 2181 (Teasley Lane) to the south and ending at I35E to the north. The enhancements consist of tree plantings, native grass and shurb planting, concrete edging, and associated irrigation. along Texas roadways. The design will adhear to TxDOT design standards that ensure motorist safety. Title: Director of Parks and Recreation Scope of work should be detailed enough to explain location, size and concept of the project. SCOPE OF WORK PROJECT INFORMATION Gary Packan gary.packan@cityofdenton.com 449 LANDSCAPE MASTERPLAN CITY OF DENTON, TEXAS - GREEN RIBBON FUNDING PROPOSAL MAY 31, 2019 Dallas District - Green Ribbon Funding Program Project Location Map: City of Denton LOCATION 1 - FM2499 CITY OF DENTON CONSULTANT P.O.C. P.O.C. Jason Donnell 940 349 8275 jason.donnell@cityofdenton.com Glenn McLain, MLA 940 315 3567 glenn.mclain@cityofdenton.com Erin Brooke Fredi, PLA Principal E. Brooke Associates, LLC 8624 Ferguson Road #571642 Dallas, Tx 75228 email: erin@ebrooke.com phone: 817-2190-2665 450 LANDSCAPE MASTERPLAN CITY OF DENTON, TEXAS - GREEN RIBBON FUNDING PROPOSAL MAY 31, 2019 Dallas District - Green Ribbon Funding Program Location 1: FM2499 Medians 0 40 80 MEDIAN PLANTING: Highly visible in High, Medium & Low Speed Areas Helps decrease glare from oncoming cars Rhythmic Patterns Variety of colors in vegetation & season Enhances Quality of Life Enhances the Identity of Denton Reduces Air, Light and Sound Pollution Reduces Heat Island Effects Contributes to Wildlife Aesthetic Qualities are calming Assists in creating “Place” Assists in wayfinding PLANTING LEGEND CANOPY TREES: Brackens Brown Southern Magnolia, Chinese Pistachio (male), Autumn Blaze Red Maple, ORNAMENTAL TREE: Natchez Crape Myrtle (single trunk), Texas Mountain Laurel, Desert Willow (multi-trunk), Rusty Black- haw, Mexican Buckeye, Mesquite Tree Wildflower Seed mixed with Buffalo Grass Existing Turf Beds for Shrubs, Ornamental Grasses, Perennials & Groundcovers FM 2499 FM 2499 MEDIAN 1 451 LANDSCAPE MASTERPLAN CITY OF DENTON, TEXAS - GREEN RIBBON FUNDING PROPOSAL MAY 31, 2019 Dallas District - Green Ribbon Funding Program Location 1: FM2499 Medians MEDIAN PLANTING: Highly visible in High, Medium & Low Speed Areas Helps decrease glare from oncoming cars Rhythmic Patterns Variety of colors in vegetation & season Enhances Quality of Life Enhances the Identity of Denton Reduces Air, Light and Sound Pollution Reduces Heat Island Effects Contributes to Wildlife Aesthetic Qualities are calming Assists in creating “Place” Assists in wayfinding PLANTING LEGEND CANOPY TREES: Brackens Brown Southern Magnolia, Chinese Pistachio (male), Autumn Blaze Red Maple, ORNAMENTAL TREE: Natchez Crape Myrtle (single trunk), Texas Mountain Laurel, Desert Willow (multi-trunk), Rusty Black- haw, Mexican Buckeye, Mesquite Tree Wildflower Seed mixed with Buffalo Grass Existing Turf Beds for Shrubs, Ornamental Grasses, Perennials & Groundcovers 0 40 80 FM 2499 FM 2499 MEDIAN 2a 452 LANDSCAPE MASTERPLAN CITY OF DENTON, TEXAS - GREEN RIBBON FUNDING PROPOSAL MAY 31, 2019 Dallas District - Green Ribbon Funding Program MEDIAN PLANTING: Highly visible in High, Medium & Low Speed Areas Helps decrease glare from oncoming cars Rhythmic Patterns Variety of colors in vegetation & season Enhances Quality of Life Enhances the Identity of Denton Reduces Air, Light and Sound Pollution Reduces Heat Island Effects Contributes to Wildlife Aesthetic Qualities are calming Assists in creating “Place” Assists in wayfinding PLANTING LEGEND CANOPY TREES: Brackens Brown Southern Magnolia, Chinese Pistachio (male), Autumn Blaze Red Maple, ORNAMENTAL TREE: Natchez Crape Myrtle (single trunk), Texas Mountain Laurel, Desert Willow (multi-trunk), Rusty Black- haw, Mexican Buckeye, Mesquite Tree Wildflower Seed mixed with Buffalo Grass Existing Turf Beds for Shrubs, Ornamental Grasses, Perennials & Groundcovers FM 2499 FM 2499 0 40 80 MEDIAN 2b 453 LANDSCAPE MASTERPLAN CITY OF DENTON, TEXAS - GREEN RIBBON FUNDING PROPOSAL MAY 31, 2019 Dallas District - Green Ribbon Funding Program Location 1: FM2499 Medians MEDIAN PLANTING: Highly visible in High, Medium & Low Speed Areas Helps decrease glare from oncoming cars Rhythmic Patterns Variety of colors in vegetation & season Enhances Quality of Life Enhances the Identity of Denton Reduces Air, Light and Sound Pollution Reduces Heat Island Effects Contributes to Wildlife Aesthetic Qualities are calming Assists in creating “Place” Assists in wayfinding PLANTING LEGEND CANOPY TREES: Brackens Brown Southern Magnolia, Chinese Pistachio (male), Autumn Blaze Red Maple, ORNAMENTAL TREE: Natchez Crape Myrtle (single trunk), Texas Mountain Laurel, Desert Willow (multi-trunk), Rusty Black- haw, Mexican Buckeye, Mesquite Tree Wildflower Seed mixed with Buffalo Grass Existing Turf Beds for Shrubs, Ornamental Grasses, Perennials & Groundcovers 0 40 80 FM 2499 FM 2499 MEDIAN 3 454 LANDSCAPE MASTERPLAN CITY OF DENTON, TEXAS - GREEN RIBBON FUNDING PROPOSAL MAY 31, 2019 Dallas District - Green Ribbon Funding Program Location 1: FM2499 Medians MEDIAN PLANTING: Highly visible in High, Medium & Low Speed Areas Helps decrease glare from oncoming cars Rhythmic Patterns Variety of colors in vegetation & season Enhances Quality of Life Enhances the Identity of Denton Reduces Air, Light and Sound Pollution Reduces Heat Island Effects Contributes to Wildlife Aesthetic Qualities are calming Assists in creating “Place” Assists in wayfinding PLANTING LEGEND CANOPY TREES: Brackens Brown Southern Magnolia, Chinese Pistachio (male), Autumn Blaze Red Maple, ORNAMENTAL TREE: Natchez Crape Myrtle (single trunk), Texas Mountain Laurel, Desert Willow (multi-trunk), Rusty Black- haw, Mexican Buckeye, Mesquite Tree Wildflower Seed mixed with Buffalo Grass Existing Turf Beds for Shrubs, Ornamental Grasses, Perennials & Groundcovers 0 40 80 FM 2499 FM 2499 MEDIAN 4 455 LANDSCAPE MASTERPLAN CITY OF DENTON, TEXAS - GREEN RIBBON FUNDING PROPOSAL MAY 31, 2019 Dallas District - Green Ribbon Funding Program Location 1: FM2499 Medians MEDIAN PLANTING: Highly visible in High, Medium & Low Speed Areas Helps decrease glare from oncoming cars Rhythmic Patterns Variety of colors in vegetation & season Enhances Quality of Life Enhances the Identity of Denton Reduces Air, Light and Sound Pollution Reduces Heat Island Effects Contributes to Wildlife Aesthetic Qualities are calming Assists in creating “Place” Assists in wayfinding PLANTING LEGEND CANOPY TREES: Brackens Brown Southern Magnolia, Chinese Pistachio (male), Autumn Blaze Red Maple, ORNAMENTAL TREE: Natchez Crape Myrtle (single trunk), Texas Mountain Laurel, Desert Willow (multi-trunk), Rusty Black- haw, Mexican Buckeye, Mesquite Tree Wildflower Seed mixed with Buffalo Grass Existing Turf Beds for Shrubs, Ornamental Grasses, Perennials & Groundcovers 0 40 80 FM 2499 FM 2499 MEDIAN 5a 456 LANDSCAPE MASTERPLAN CITY OF DENTON, TEXAS - GREEN RIBBON FUNDING PROPOSAL MAY 31, 2019 Dallas District - Green Ribbon Funding Program MEDIAN PLANTING: Highly visible in High, Medium & Low Speed Areas Helps decrease glare from oncoming cars Rhythmic Patterns Variety of colors in vegetation & season Enhances Quality of Life Enhances the Identity of Denton Reduces Air, Light and Sound Pollution Reduces Heat Island Effects Contributes to Wildlife Aesthetic Qualities are calming Assists in creating “Place” Assists in wayfinding PLANTING LEGEND CANOPY TREES: Brackens Brown Southern Magnolia, Chinese Pistachio (male), Autumn Blaze Red Maple, ORNAMENTAL TREE: Natchez Crape Myrtle (single trunk), Texas Mountain Laurel, Desert Willow (multi-trunk), Rusty Black- haw, Mexican Buckeye, Mesquite Tree Wildflower Seed mixed with Buffalo Grass Existing Turf Beds for Shrubs, Ornamental Grasses, Perennials & Groundcovers FM 2499 FM 2499 MEDIAN 5b 457 LANDSCAPE MASTERPLAN CITY OF DENTON, TEXAS - GREEN RIBBON FUNDING PROPOSAL MAY 31, 2019 Dallas District - Green Ribbon Funding Program MEDIAN PLANTING: Highly visible in High, Medium & Low Speed Areas Helps decrease glare from oncoming cars Rhythmic Patterns Variety of colors in vegetation & season Enhances Quality of Life Enhances the Identity of Denton Reduces Air, Light and Sound Pollution Reduces Heat Island Effects Contributes to Wildlife Aesthetic Qualities are calming Assists in creating “Place” Assists in wayfinding PLANTING LEGEND CANOPY TREES: Brackens Brown Southern Magnolia, Chinese Pistachio (male), Autumn Blaze Red Maple, ORNAMENTAL TREE: Natchez Crape Myrtle (single trunk), Texas Mountain Laurel, Desert Willow (multi-trunk), Rusty Black- haw, Mexican Buckeye, Mesquite Tree Wildflower Seed mixed with Buffalo Grass Existing Turf Beds for Shrubs, Ornamental Grasses, Perennials & Groundcovers FM 2499 FM 2499 MEDIAN 5c 458 LANDSCAPE MASTERPLAN CITY OF DENTON, TEXAS - GREEN RIBBON FUNDING PROPOSAL MAY 31, 2019 Dallas District - Green Ribbon Funding Program Location 1: FM2499 Medians MEDIAN PLANTING: Highly visible in High, Medium & Low Speed Areas Helps decrease glare from oncoming cars Rhythmic Patterns Variety of colors in vegetation & season Enhances Quality of Life Enhances the Identity of Denton Reduces Air, Light and Sound Pollution Reduces Heat Island Effects Contributes to Wildlife Aesthetic Qualities are calming Assists in creating “Place” Assists in wayfinding PLANTING LEGEND CANOPY TREES: Brackens Brown Southern Magnolia, Chinese Pistachio (male), Autumn Blaze Red Maple, ORNAMENTAL TREE: Natchez Crape Myrtle (single trunk), Texas Mountain Laurel, Desert Willow (multi-trunk), Rusty Black- haw, Mexican Buckeye, Mesquite Tree Wildflower Seed mixed with Buffalo Grass Existing Turf Beds for Shrubs, Ornamental Grasses, Perennials & Groundcovers 0 40 80 FM 2499 FM 2499 MEDIAN 6 459 LANDSCAPE MASTERPLAN CITY OF DENTON, TEXAS - GREEN RIBBON FUNDING PROPOSAL MAY 31, 2019 Dallas District - Green Ribbon Funding Program Location 1: FM2499 Medians MEDIAN PLANTING: Highly visible in High, Medium & Low Speed Areas Helps decrease glare from oncoming cars Rhythmic Patterns Variety of colors in vegetation & season Enhances Quality of Life Enhances the Identity of Denton Reduces Air, Light and Sound Pollution Reduces Heat Island Effects Contributes to Wildlife Aesthetic Qualities are calming Assists in creating “Place” Assists in wayfinding PLANTING LEGEND CANOPY TREES: Brackens Brown Southern Magnolia, Chinese Pistachio (male), Autumn Blaze Red Maple, ORNAMENTAL TREE: Natchez Crape Myrtle (single trunk), Texas Mountain Laurel, Desert Willow (multi-trunk), Rusty Black- haw, Mexican Buckeye, Mesquite Tree Wildflower Seed mixed with Buffalo Grass Existing Turf Beds for Shrubs, Ornamental Grasses, Perennials & Groundcovers 0 40 80 FM 2499 FM 2499 MEDIAN 7a 460 LANDSCAPE MASTERPLAN CITY OF DENTON, TEXAS - GREEN RIBBON FUNDING PROPOSAL MAY 31, 2019 Dallas District - Green Ribbon Funding Program MEDIAN PLANTING: Highly visible in High, Medium & Low Speed Areas Helps decrease glare from oncoming cars Rhythmic Patterns Variety of colors in vegetation & season Enhances Quality of Life Enhances the Identity of Denton Reduces Air, Light and Sound Pollution Reduces Heat Island Effects Contributes to Wildlife Aesthetic Qualities are calming Assists in creating “Place” Assists in wayfinding PLANTING LEGEND CANOPY TREES: Brackens Brown Southern Magnolia, Chinese Pistachio (male), Autumn Blaze Red Maple, ORNAMENTAL TREE: Natchez Crape Myrtle (single trunk), Texas Mountain Laurel, Desert Willow (multi-trunk), Rusty Black- haw, Mexican Buckeye, Mesquite Tree Wildflower Seed mixed with Buffalo Grass Existing Turf Beds for Shrubs, Ornamental Grasses, Perennials & Groundcovers FM 2499 FM 2499 MEDIAN 7b 461 LANDSCAPE MASTERPLAN CITY OF DENTON, TEXAS - GREEN RIBBON FUNDING PROPOSAL MAY 31, 2019 Dallas District - Green Ribbon Funding Program MEDIAN PLANTING: Highly visible in High, Medium & Low Speed Areas Helps decrease glare from oncoming cars Rhythmic Patterns Variety of colors in vegetation & season Enhances Quality of Life Enhances the Identity of Denton Reduces Air, Light and Sound Pollution Reduces Heat Island Effects Contributes to Wildlife Aesthetic Qualities are calming Assists in creating “Place” Assists in wayfinding PLANTING LEGEND CANOPY TREES: Brackens Brown Southern Magnolia, Chinese Pistachio (male), Autumn Blaze Red Maple, ORNAMENTAL TREE: Natchez Crape Myrtle (single trunk), Texas Mountain Laurel, Desert Willow (multi-trunk), Rusty Black- haw, Mexican Buckeye, Mesquite Tree Wildflower Seed mixed with Buffalo Grass Existing Turf Beds for Shrubs, Ornamental Grasses, Perennials & Groundcovers FM 2499 FM 2499 MEDIAN 7c 462 LANDSCAPE MASTERPLAN CITY OF DENTON, TEXAS - GREEN RIBBON FUNDING PROPOSAL MAY 31, 2019 Dallas District - Green Ribbon Funding Program Location 1: FM2499 Medians MEDIAN PLANTING: Highly visible in High, Medium & Low Speed Areas Helps decrease glare from oncoming cars Rhythmic Patterns Variety of colors in vegetation & season Enhances Quality of Life Enhances the Identity of Denton Reduces Air, Light and Sound Pollution Reduces Heat Island Effects Contributes to Wildlife Aesthetic Qualities are calming Assists in creating “Place” Assists in wayfinding PLANTING LEGEND CANOPY TREES: Brackens Brown Southern Magnolia, Chinese Pistachio (male), Autumn Blaze Red Maple, ORNAMENTAL TREE: Natchez Crape Myrtle (single trunk), Texas Mountain Laurel, Desert Willow (multi-trunk), Rusty Black- haw, Mexican Buckeye, Mesquite Tree Wildflower Seed mixed with Buffalo Grass Existing Turf Beds for Shrubs, Ornamental Grasses, Perennials & Groundcovers 80 0 40 80 FM 2499 FM 2499 MEDIAN 8a 463 LANDSCAPE MASTERPLAN CITY OF DENTON, TEXAS - GREEN RIBBON FUNDING PROPOSAL MAY 31, 2019 Dallas District - Green Ribbon Funding Program MEDIAN PLANTING: Highly visible in High, Medium & Low Speed Areas Helps decrease glare from oncoming cars Rhythmic Patterns Variety of colors in vegetation & season Enhances Quality of Life Enhances the Identity of Denton Reduces Air, Light and Sound Pollution Reduces Heat Island Effects Contributes to Wildlife Aesthetic Qualities are calming Assists in creating “Place” Assists in wayfinding PLANTING LEGEND CANOPY TREES: Brackens Brown Southern Magnolia, Chinese Pistachio (male), Autumn Blaze Red Maple, ORNAMENTAL TREE: Natchez Crape Myrtle (single trunk), Texas Mountain Laurel, Desert Willow (multi-trunk), Rusty Black- haw, Mexican Buckeye, Mesquite Tree Wildflower Seed mixed with Buffalo Grass Existing Turf Beds for Shrubs, Ornamental Grasses, Perennials & Groundcovers 80 FM 2499 FM 2499 MEDIAN 8b 464 LANDSCAPE MASTERPLAN CITY OF DENTON, TEXAS - GREEN RIBBON FUNDING PROPOSAL MAY 31, 2019 Dallas District - Green Ribbon Funding Program Location 1: FM2499 Medians MEDIAN PLANTING: Highly visible in High, Medium & Low Speed Areas Helps decrease glare from oncoming cars Rhythmic Patterns Variety of colors in vegetation & season Enhances Quality of Life Enhances the Identity of Denton Reduces Air, Light and Sound Pollution Reduces Heat Island Effects Contributes to Wildlife Aesthetic Qualities are calming Assists in creating “Place” Assists in wayfinding PLANTING LEGEND CANOPY TREES: Brackens Brown Southern Magnolia, Chinese Pistachio (male), Autumn Blaze Red Maple, ORNAMENTAL TREE: Natchez Crape Myrtle (single trunk), Texas Mountain Laurel, Desert Willow (multi-trunk), Rusty Black- haw, Mexican Buckeye, Mesquite Tree Wildflower Seed mixed with Buffalo Grass Existing Turf Beds for Shrubs, Ornamental Grasses, Perennials & Groundcovers 0 40 80 FM 2499 FM 2499 MEDIAN 9MEDIAN 9a 465 LANDSCAPE MASTERPLAN CITY OF DENTON, TEXAS - GREEN RIBBON FUNDING PROPOSAL MAY 31, 2019 Dallas District - Green Ribbon Funding Program MEDIAN PLANTING: Highly visible in High, Medium & Low Speed Areas Helps decrease glare from oncoming cars Rhythmic Patterns Variety of colors in vegetation & season Enhances Quality of Life Enhances the Identity of Denton Reduces Air, Light and Sound Pollution Reduces Heat Island Effects Contributes to Wildlife Aesthetic Qualities are calming Assists in creating “Place” Assists in wayfinding PLANTING LEGEND CANOPY TREES: Brackens Brown Southern Magnolia, Chinese Pistachio (male), Autumn Blaze Red Maple, ORNAMENTAL TREE: Natchez Crape Myrtle (single trunk), Texas Mountain Laurel, Desert Willow (multi-trunk), Rusty Black- haw, Mexican Buckeye, Mesquite Tree Wildflower Seed mixed with Buffalo Grass Existing Turf Beds for Shrubs, Ornamental Grasses, Perennials & Groundcovers FM 2499 FM 2499 MEDIAN 9b 466 LANDSCAPE MASTERPLAN CITY OF DENTON, TEXAS - GREEN RIBBON FUNDING PROPOSAL MAY 31, 2019 Dallas District - Green Ribbon Funding Program Location 1: FM2499 Medians MEDIAN PLANTING: Highly visible in High, Medium & Low Speed Areas Helps decrease glare from oncoming cars Rhythmic Patterns Variety of colors in vegetation & season Enhances Quality of Life Enhances the Identity of Denton Reduces Air, Light and Sound Pollution Reduces Heat Island Effects Contributes to Wildlife Aesthetic Qualities are calming Assists in creating “Place” Assists in wayfinding PLANTING LEGEND CANOPY TREES: Brackens Brown Southern Magnolia, Chinese Pistachio (male), Autumn Blaze Red Maple, ORNAMENTAL TREE: Natchez Crape Myrtle (single trunk), Texas Mountain Laurel, Desert Willow (multi-trunk), Rusty Black- haw, Mexican Buckeye, Mesquite Tree Wildflower Seed mixed with Buffalo Grass Existing Turf Beds for Shrubs, Ornamental Grasses, Perennials & Groundcovers 0 40 80 FM 2499 FM 2499 MEDIAN 10a 467 LANDSCAPE MASTERPLAN CITY OF DENTON, TEXAS - GREEN RIBBON FUNDING PROPOSAL MAY 31, 2019 Dallas District - Green Ribbon Funding Program MEDIAN PLANTING: Highly visible in High, Medium & Low Speed Areas Helps decrease glare from oncoming cars Rhythmic Patterns Variety of colors in vegetation & season Enhances Quality of Life Enhances the Identity of Denton Reduces Air, Light and Sound Pollution Reduces Heat Island Effects Contributes to Wildlife Aesthetic Qualities are calming Assists in creating “Place” Assists in wayfinding PLANTING LEGEND CANOPY TREES: Brackens Brown Southern Magnolia, Chinese Pistachio (male), Autumn Blaze Red Maple, ORNAMENTAL TREE: Natchez Crape Myrtle (single trunk), Texas Mountain Laurel, Desert Willow (multi-trunk), Rusty Black- haw, Mexican Buckeye, Mesquite Tree Wildflower Seed mixed with Buffalo Grass Existing Turf Beds for Shrubs, Ornamental Grasses, Perennials & Groundcovers FM 2499 FM 2499 MEDIAN 10b 468 LANDSCAPE MASTERPLAN CITY OF DENTON, TEXAS - GREEN RIBBON FUNDING PROPOSAL MAY 31, 2019 Dallas District - Green Ribbon Funding Program Location 1: FM2499 Medians MEDIAN PLANTING: Highly visible in High, Medium & Low Speed Areas Helps decrease glare from oncoming cars Rhythmic Patterns Variety of colors in vegetation & season Enhances Quality of Life Enhances the Identity of Denton Reduces Air, Light and Sound Pollution Reduces Heat Island Effects Contributes to Wildlife Aesthetic Qualities are calming Assists in creating “Place” Assists in wayfinding PLANTING LEGEND CANOPY TREES: Brackens Brown Southern Magnolia, Chinese Pistachio (male), Autumn Blaze Red Maple, ORNAMENTAL TREE: Natchez Crape Myrtle (single trunk), Texas Mountain Laurel, Desert Willow (multi-trunk), Rusty Black- haw, Mexican Buckeye, Mesquite Tree Wildflower Seed mixed with Buffalo Grass Existing Turf Beds for Shrubs, Ornamental Grasses, Perennials & Groundcovers 0 40 80 FM 2499 FM 2499 MEDIAN 11 469 Dallas District - Green Ribbon Funding Program LANDSCAPE MASTERPLAN CITY OF DENTON, TEXAS - GREEN RIBBON FUNDING PROPOSAL MAY 31, 2019LOCATION 1100 161 6017 Compost Manufactured Soil CY 463.56 37.2 $17,244.43 200 168 6001 Vegetative Watering MG 1000 9 $9,000.00 300 170 6002 Irrigation System Type I LS 1 180000 $180,000.00 400 180 6001 Wildflower Seeding AC 0.073 5000 $365.00 500 192 6002 Plant Material (1 gal)EA 4645 12 $55,740.00 600 192 6003 Plant Material (3 gal)EA 426 18 $7,668.00 700 192 6012 Mulch - Cypress No-Float CY 170.61 27 $4,606.47 800 192 6016 Planting Bed Prep SY 3211 3.25 $10,435.75 900 192 6046 Plant Material 3” B&B EA 126 410 $51,660.00 1000 192 6044 Plant Material 2” B&B Multi-Trunk EA 84 325 $27,300.00 1100 192 6097 Concrete Landscape Edge (12”)LF 3435 26 $89,310.00 1200 193 6001 Plant Maintenance MO 9 2000 $18,000.00 1300 193 6007 Irrigation System Operation Maintenance MO 9 300 $2,700.00 1400 500 6001 Mobilization LS 1 94824 $94,824.00 1500 502 2001 Barricade Signs and Traffic MO 9 1400 $12,600.00 1600 1005 6001 Loose Aggregate for Groundcover CY 53.1 100 $5,310.00 1700 506 6041 Biodegradeable Erosion Control Log Install LF 2375 15 $35,625.00 1800 506 6043 Biodegradeable Erosion Control Log Rem.LF 2375 15 $35,625.00 1900 110 6003 Grading Earthwork; 7” Excavation of Soil CY 463.56 15 $6,953.40 2000 618 6034 Bores LF 3261 18 $58,698.00 2100 6185 6001 TMA EA 2 5000 $10,000.00 TOTAL $733,665.05 LINE NO. ITEM NO. DESC CODE SS.P.NO. DESCRIPTION UNIT ESTIMATED PRICE PER UNIT AMOUNT 470 Dallas District - Green Ribbon Funding Program LANDSCAPE MASTERPLAN CITY OF DENTON, TEXAS - GREEN RIBBON FUNDING PROPOSAL MAY 31, 2019 TASK COMPLETION Pre-Design Phase Design Phase Construction Phase Project Acceptance Notification PS&E NTP (Council Approval) Construction Mobilization TxDOT 60% PS&E Submittal Location 1 - PunchlistOverall Project Acceptance TxDOT Bid Letting TxDOT Coordination Meeting 30% PS&E Submittal Location 1 - Site Clearing, Prep & Grading 95% PS&E Submittal Construction Contract Award Advanced Funding Agreement (AFA) to City TxDOT 30% PS&E jSubmittal Location 1 - Irrigation Installation TxDOT 95% Submittal Town Aproval of AFA 60% PS&E Submittal Location 1 - Landscape Installation 100% PS&E Completion JUNE 28 2019 TBD TBD TBD TBDTBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD 471 Dallas District - Green Ribbon Funding Program LANDSCAPE MASTERPLAN CITY OF DENTON, TEXAS - GREEN RIBBON FUNDING PROPOSAL MAY 31, 2019 FM2181 US77 US77 US 377 Loop 288 US380 472 Dallas District - Green Ribbon Funding Program LANDSCAPE MASTERPLAN CITY OF DENTON, TEXAS - GREEN RIBBON FUNDING PROPOSAL MAY 31, 2019 LOCATION - US380 FY 2019 Green Ribbon We were fortunate to receive one of the FY2019 Green Ribbon Awards. This project is in progress so we do not have photographs at this point. 473 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-610,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton authorizing the Interim City Manager to execute an Advance Funding Agreement with the Texas Department of Transportation for the purpose of landscaping development within the right of way of FM 2499 from FM 2181 to IH 35E;authorizing the Interim City Manager,or her designee,to perform all obligations of the City under the Agreement,including the expenditure of funds; and providing an effective date. City of Denton Printed on 4/2/2021Page 1 of 1 powered by Legistar™474 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: DCM: DATE: Parks and Recreation David Gaines, Assistant City Manager April 6, 2021 SUBJECT Consider adoption of an ordinance of the City of Denton authorizing the Interim City Manager to execute an Advance Funding Agreement with the Texas Department of Transportation for the purpose of landscaping development within the right of way of FM 2499 from FM 2181 to IH 35E; authorizing the Interim City Manager, or her designee, to perform all obligations of the City under the agreement, including the expenditure of funds; and providing an effective date. BACKGROUND Parks and Recreation is requesting consideration for City Council to adopt an ordinance authorizing the execution of an Advance Funding Agreement (AFA) for median landscape enhancements (trees, irrigation, mulch, decomposed granite and mow strips) along FM 2499 from FM 2181 to IH 35E. Texas Department of Transportation (TXDOT) has approved the City of Denton’s proposed FM 2499 beautification project for Green Ribbon landscape funding for FY 21-22. The City of Denton has been granted a fixed amount of $773,666 for the construction of median enhancements along FM 2499 from FM 2181 to IH 35E. The City of Denton is responsible for the design of the median enhancements, completed June 2019. Once cleared by TXDOT, the City of Denton will bid and manage the contracted installation of all improvements. Upon completion of landscape improvements, the City of Denton Parks and Recreation Department will be responsible for regular maintenance of the improvements. The AFA is a contract that allows TXDOT to spend funds or other resources on a transportation project with a local government and outlines the contributions and responsibilities or involved parties. In this project the City of Denton is responsible for providing design, letting out and managing the construction of the project. TXDOT is providing administration and facilitation of Federal funding, State funding and engineering plan reviews for approval. The maintenance of these medians is estimated to cost $50,377 annually based on a 60:40 turf-to- landscape ratio. The Parks and Recreation Department is currently funded to mow the medians and rights-of-way and this additional funding reduces the overall cost of the maintenance to $47,000 annually. This maintenance includes annual tree trimming, weekly landscape care, and continuity of the current level of mowing. RECOMMENDATION Staff recommends approval of the ordinance because this dedication aligns with the Parks Recreation and Trails Master Plan and supports the City’s ongoing beautification efforts for the community. ESTIMATED SCHEDULE OF PROJECT City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 475 It is anticipated with the execution of this agreement and all required paperwork that the City of Denton could proceed with letting the project in summer 2021. OPERATIONAL IMPACT From a capital improvement perspective, Green Ribbon Funding of the $773,666.00 is anticipated, based on staff estimates, to cover 100% of landscape enhancements of the medians. Anticipated cost to maintain this parcel is estimated at an additional $47,000 for regular and annual mowing, landscape care, tree trimming and litter abatement within the General Fund Budget. While this funding is not budgeted for FY2020-2021, these projected maintenance costs will be included in a supplemental request for the FY2021-2022 operating budget. FISCAL INFORMATION •Design Consultant Fees $19,575.00 (completed) •FY2021 Green Ribbon Award $773,666.00 PRIOR ACTION/REVIEW (Council, Boards, Commissions) None EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Ordinance Exhibit 3 – Grant Application Submittal Respectfully submitted: Gary Packan, Parks and Recreation Prepared by: Jason Donnell, Park Planner, Parks and Recreation 476 Page 1 of 3 ORDINANCE NO. ____________ AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE INTERIM CITY MANAGER TO EXECUTE AN ADVANCED FUNDING AGREEMENT WITH THE TEXAS DEPARTMENT OF TRANSPORTATION FOR THE PURPOSE OF LANDSCAPING DEVELOPMENT WITHIN THE RIGHT OF WAY OF FM 2499 FROM FM 2181 TO IH 35E; AUTHORIZING THE INTERIM CITY MANAGER, OR HER DESIGNEE, TO PERFORM ALL OBLIGATIONS OF THE CITY UNDER THE AGREEMENT, INCLUDING THE EXPENDITURE OF FUNDS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Green Ribbon is a program established by the Texas state legislature in 1999 to allocate funding for landscaping and other enhancement activities in Texas Department of Transportation (“TXDOT”) districts that have air quality non-attainment and near non-attainment counties, of which Denton County is one, with the program goal to establish trees and plants in state highway rights-of-way to help mitigate the effects of air pollution; and WHEREAS, the City provided concept designs to TXDOT in early June 2019 to upgrade the landscaping on the FM 2499 medians from US Highway I35 to FM 2181; and WHEREAS, the proposed Advance Funding Agreement (“AFA”) affirms that TXDOT will provide funding for the installation for all landscape materials including trees, plants, irrigation, and concrete mow strips, and after installation, the City will assume all maintenance responsibilities and the financial obligation attendant to the maintenance; and WHEREAS, pursuant to the AFA, the City would install landscape elements including but not limited to trees, shrubs, grasses, sidewalks, irrigation systems, and hardscape features using funds from both the federal government and the State; and WHEREAS, pursuant to the AFA, the City would maintain all landscape elements within the limits of the right-of-way, including all median and island areas but excluding paved areas intended for vehicular travel; such landscape maintenance would include but not be limited to plant maintenance, plant replacement, mowing and trimming, hardscape element maintenance, and irrigation system operation and maintenance, wherein all landscape elements must be maintained in a functional and aesthetically pleasing condition; and WHEREAS, City staff has reviewed the AFA required by TXDOT and is of the opinion that it should be approved; and WHEREAS, the City Council finds it is in the public interest to approve the AFA; 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 477 Page 2 of 3 on behalf of the Advanced Funding Agreement for a Green Ribbon Program Project – Landscaping Improvements with TXDOT, a copy of which is attached hereto as Exhibit “A” and made a part hereof for all purposes, or a substantially similar agreement as may be required by TXDOT. 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 under the Agreement, including, but not limited to, the expenditure of funds. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by __________________________ 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 478 Page 3 of 3  ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: _________________________________ 479 TxDOT:: Federal Highway Administration: CSJ # 2681-01-026 CFDA No. 20.205 District # 18-Dallas CFDA Title Highway Planning and Construction Code Chart 64 # 11400 Project Name FM 2499 Landscaping Development AFA Not Used For Research & Development Limits FM 2499 from FM 2181 to IH 35E Page 1 of 15 AFA LongGen Rev 07/17/2019 STATE OF TEXAS § COUNTY OF TRAVIS § ADVANCE FUNDING AGREEMENT For A Green Ribbon Program Project Landscaping Improvements On-System THIS AGREEMENT (Agreement) is made by and between the State of Texas, acting by and through the Texas Department of Transportation called the “State”, and the City of Denton, acting by and through its duly authorized officials, called the “Local Government”. The State and Local Government shall be collectively referred to as “the parties” hereinafter. WITNESSETH WHEREAS, federal law establishes federally funded programs for transportation improvements to implement its public purposes, and WHEREAS, the Texas Transportation Code, Section 201.103 establishes that the State shall design, construct and operate a system of highways in cooperation with local governments, and Section 222.052 authorizes the Texas Transportation Commission to accept contributions from political subdivisions for development and construction of public roads and the state highway system within the political subdivision, and WHEREAS, federal and state laws require local governments to meet certain contract standards relating to the management and administration of State and federal funds, and WHEREAS, the Texas Transportation Commission has codified 43 TAC, Rules 15.50-15.56 that describe federal, state, and local responsibilitier cost participation in highway improvement and other transportation projects, and WHEREAS, the Green Ribbon Program was established to allocate funds for landscaping activities including the planting and establishment of trees and plants on the state highway system; and, WHEREAS, Title 43, Texas Administrative Code, Chapter 11, Green Ribbon Projects, allows local governments, by the execution of written agreements, to provide money, property or services for the aesthetic improvements on the state highway system; and, WHEREAS, Rider 15 of House Bill 1 of the 86th Legislature, expands the Green Ribbon Project, a public-private partnership initiative, to enhance the appearance of public highways by incorporating in the design and improvement of public highways the planting of trees and shrubs, emphasizing natural beauty and greenspace, integrating public art, and highlighting cultural uniqueness of neighborhoods, to other areas of the state. DocuSign Envelope ID: 6DFD89B7-8773-4553-82A8-54A7888CE247 480 TxDOT:: Federal Highway Administration: CSJ # 2681-01-026 CFDA No. 20.205 District # 18-Dallas CFDA Title Highway Planning and Construction Code Chart 64 # 11400 Project Name FM 2499 Landscaping Development AFA Not Used For Research & Development Limits FM 2499 from FM 2181 to IH 35E Page 2 of 15 AFA LongGen Rev 07/17/2019 WHEREAS, the Texas Transportation Commission passed Minute Order Number 115814 authorizing the State to undertake and complete a highway improvement or other transportation project generally described as landscaping development. The portion of the project work covered by this Agreement is identified in the Agreement, Article 3, Scope of Work (Project), and WHEREAS, the Governing Body of the Local Government has approved entering into this Agreement by resolution, dated ________________________20_____, which is attached to and made a part of this Agreement as (Attachment A), Resolution, Ordinance, or Commissioners Court Order. A map showing the Project location appears in (Attachment B), Location Map Showing Project, which is attached to and made a part of this Agreement. NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements of the parties, to be by them respectively kept and performed as set forth in this Agreement, it is agreed as follows: AGREEMENT 1.Responsible PartiesFor the Project covered by this Agreement, the parties shall be responsible for the following work as stated in the article of the Agreement referenced in the table below: 1 N/A Utilities Article 8 2. N/A Environmental Assessment and Mitigation Article 9 3. N/A Architectural and Engineering Services Article 11 4. Local Government Construction Responsibilities Article 12 5. N/A Right of Way and Real Property Article 14 2.Period of the AgreementThis Agreement becomes effective when signed by the last party whose signing makes the Agreement fully executed. This Agreement shall remain in effect until the Project is completedor unless terminated as provided below. 3.Scope of WorkThe scope of work for the Project consists of the construction of landscaping activities toinclude planting and irrigation along FM 2499 from FM 2181 to IH 35E within the limits ofthe city of Denton, as shown in Attachment B. Location Map. 4.Project Sources and Uses of FundsThe total estimated cost of the Project is shown in Attachment C, Project Budget (Attachment C)which is attached to and made a part of this Agreement.A.If the Local Government will perform any work under this Agreement for whichreimbursement will be provided by or through the State, the Local Government must complete training. If federal funds are being used, the training must be completed beforefederal spending authority is obligated. Training is complete when at least one individualwho is working actively and directly on the Project successfully completes and receives DocuSign Envelope ID: 6DFD89B7-8773-4553-82A8-54A7888CE247 481 TxDOT:: Federal Highway Administration: CSJ # 2681-01-026 CFDA No. 20.205 District # 18-Dallas CFDA Title Highway Planning and Construction Code Chart 64 # 11400 Project Name FM 2499 Landscaping Development AFA Not Used For Research & Development Limits FM 2499 from FM 2181 to IH 35E Page 3 of 15 AFA LongGen Rev 07/17/2019 a certificate for the course entitled “Local Government Project Procedures and Qualification for the Texas Department of Transportation” and retains qualification in accordance with applicable TxDOT procedures. Upon request, the Local Government shall provide the certificate of qualification to the State. The individual who receives the training certificate may be an employee of the Local Government or an employee of a firm that has been contracted by the Local Government to perform oversight of the Project. The State in its discretion may deny reimbursement if the Local Government has not continuously designated in writing a qualified individual to work actively on or to directly oversee the Project. B.The expected cash contributions from the federal government, the State, the LocalGovernment, or other parties are shown in Attachment C. The State will pay for onlythose Project costs that have been approved by the Texas Transportation Commission. For projects with federal funds, the State and the federal government will not reimbursethe Local Government for any work performed before the federal spending authority isformally obligated to the Project by the Federal Highway Administration (FHWA). Afterfederal funds have been obligated, the State will send to the Local Government a copyof the formal documentation showing the obligation of funds including federal award information. The Local Government is responsible for 100% of the cost of any workperformed under its direction or control before the federal spending authority is formallyobligated.C.Attachment C shows, by major cost categories, the cost estimates and the partyresponsible for performing the work for each category. These categories may includebut are not limited to: (1) costs of real property; (2) costs of utility work; (3) costs of environmental assessment and remediation; (4) cost of preliminary engineering anddesign; (5) cost of construction and construction management; and (6) any other localproject costs. D.The State will be responsible for securing the federal and State share of the fundingrequired for the development and construction of the local Project. If the LocalGovernment is due funds for expenses incurred, these funds will be reimbursed to theLocal Government on a cost basis.E.The Local Government will be responsible for all non-federal or non-State participationcosts associated with the Project, unless otherwise provided for in this Agreement orapproved otherwise in an amendment to this Agreement. For items of work subject tospecified percentage funding, the Local Government shall only in those instances be responsible for all Project costs that are greater than the maximum State and federalparticipation specified in Attachment C and for overruns in excess of the amountspecified in Attachment C to be paid by the Local Government.F.The budget in Attachment C will clearly state all items subject to fixed price funding,specified percentage funding, and the periodic payment schedule, when periodicpayments have been approved by the State. G.When the Local Government bears the responsibility for paying cost overruns, the LocalGovernment shall make payment to the State within thirty (30) days from the receipt ofthe State’s written notification of additional funds being due.H.When fixed price funding is used, the Local Government is responsible for the fixed priceamount specified in Attachment C. Fixed prices are not subject to adjustment unless (1) DocuSign Envelope ID: 6DFD89B7-8773-4553-82A8-54A7888CE247 482 TxDOT:: Federal Highway Administration: CSJ # 2681-01-026 CFDA No. 20.205 District # 18-Dallas CFDA Title Highway Planning and Construction Code Chart 64 # 11400 Project Name FM 2499 Landscaping Development AFA Not Used For Research & Development Limits FM 2499 from FM 2181 to IH 35E Page 4 of 15 AFA LongGen Rev 07/17/2019 differing site conditions are encountered; (2) further definition of the Local Government’s requested scope of work identifies greatly differing costs from those estimated; (3) work requested by the Local Government is determined to be ineligible for federal participation; or (4) the adjustment is mutually agreed to by the State and the Local Government. I.Prior to the performance of any engineering review work by the State, the Local Government will pay to the State the amount specified in Attachment C. At a minimum,this amount shall equal the Local Government’s funding share for the estimated cost ofpreliminary engineering performed or reviewed by the State for the Project. At least sixty (60)days prior to the date set for receipt of the construction bids, the Local Governmentshall remit its remaining financial share for the State’s estimated construction oversightand construction cost. J.The State will not execute the contract for the construction of the Project until the requiredfunding has been made available by the Local Government in accordance with thisAgreement.K.Whenever funds are paid by the Local Government to the State under this Agreement,the Local Government shall remit a check or warrant made payable to the “Texas Department of Transportation” or may use the State’s Automated Clearing House (ACH)system for electronic transfer of funds in accordance with instructions provided byTxDOT’s Finance Division. The funds shall be deposited and managed by the State andmay only be applied by the State to the Project.L.The State will not pay interest on any funds provided by the Local Government.M.If a waiver for the collection of indirect costs for a service project has been granted under 43 TAC §15.56, the State will not charge the Local Government for the indirect costs theState incurs on the Project, unless this Agreement is terminated at the request of theLocal Government prior to completion of the Project. N.If the Local Government is an Economically Disadvantaged County (EDC) and if theState has approved adjustments to the standard financing arrangement, this Agreementreflects those adjustments.O.Where the Local Government is authorized to perform services under this Agreementand be reimbursed by the State, the Local Government is authorized to submit requestsfor reimbursement by submitting the original of an itemized invoice, in a form andcontaining all items required by the State, no more frequently than monthly and no laterthan ninety (90) days after costs are incurred. If the Local Government submits invoices more than ninety (90) days after the costs are incurred and if federal funding is reducedas a result, the State shall have no responsibility to reimburse the Local Government forthose costs.P.Upon completion of the Project, the State will perform a final accounting of the Projectcosts for all items of work with specified percentage funding. Any funds due by the LocalGovernment, the State, or the federal government for these work items will be promptly paid by the owing party.Q.The state auditor may conduct an audit or investigation of any entity receiving funds fromthe State directly under this Agreement or indirectly through a subcontract under thisAgreement. Acceptance of funds directly under this Agreement or indirectly through asubcontract under this Agreement acts as acceptance of the authority of the state DocuSign Envelope ID: 6DFD89B7-8773-4553-82A8-54A7888CE247 483 TxDOT:: Federal Highway Administration: CSJ # 2681-01-026 CFDA No. 20.205 District # 18-Dallas CFDA Title Highway Planning and Construction Code Chart 64 # 11400 Project Name FM 2499 Landscaping Development AFA Not Used For Research & Development Limits FM 2499 from FM 2181 to IH 35E Page 5 of 15 AFA LongGen Rev 07/17/2019 auditor, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds. An entity that is the subject of an audit or investigation must provide the state auditor with access to any information the state auditor considers relevant to the investigation or audit. R.Payment under this Agreement beyond the end of the current fiscal biennium is subjectto availability of appropriated funds. If funds are not appropriated, this Agreement shall be terminated immediately with no liability to either party. 5.Termination of This AgreementThis Agreement shall remain in effect until the Project is completed and accepted by all parties,unless:A.The Agreement is terminated in writing with the mutual consent of the parties;B.The Agreement is terminated by one party because of a breach, in which case any costsincurred because of the breach shall be paid by the breaching party;C.The Local Government elects not to provide funding after the completion of preliminaryengineering, specifications, and estimates (PS&E) and the Project does not proceed because of insufficient funds, in which case the Local Government agrees to reimbursethe State for its reasonable actual costs incurred during the Project; orD.The Agreement is terminated by the State because the parties are not able to execute a mutually agreeable amendment when the costs for Local Government requested itemsincrease significantly due to differing site conditions, determination that Localgovernment requested work is ineligible for federal or state cost participation, or a morethorough definition of the Local Government’s proposed work scope identifies greatlydiffering costs from those estimated. The State will reimburse Local Governmentremaining funds to the Local Government within ninety (90) days of termination; orE.The Project is inactive for thirty-six (36) consecutive months or longer and noexpenditures have been charged against federal funds, in which case the State may inits discretion terminate this Agreement. 6. AmendmentsAmendments to this Agreement due to changes in the character of the work, terms of theAgreement, or responsibilities of the parties relating to the Project may be enacted through a mutually agreed upon, written amendment. 7. RemediesThis Agreement shall not be considered as specifying the exclusive remedy for any agreementdefault, but all remedies existing at law and in equity may be availed of by either party to thisAgreement and shall be cumulative. 8.UtilitiesThe party named in Article 1, Responsible Parties, under AGREEMENT shall be responsible for the adjustment, removal, or relocation of utility facilities in accordance with applicable state laws,regulations, rules, policies, and procedures, including any cost to the State of a delay resultingfrom the Local Government’s failure to ensure that utility facilities are adjusted, removed, orrelocated before the scheduled beginning of construction. The Local Government will not bereimbursed with federal or State funds for the cost of required utility work. The Local DocuSign Envelope ID: 6DFD89B7-8773-4553-82A8-54A7888CE247 484 TxDOT:: Federal Highway Administration: CSJ # 2681-01-026 CFDA No. 20.205 District # 18-Dallas CFDA Title Highway Planning and Construction Code Chart 64 # 11400 Project Name FM 2499 Landscaping Development AFA Not Used For Research & Development Limits FM 2499 from FM 2181 to IH 35E Page 6 of 15 AFA LongGen Rev 07/17/2019 Government must obtain advance approval for any variance from established procedures. Before a construction contract is let, the Local Government shall provide, at the State’s request, a certification stating that the Local Government has completed the adjustment of all utilities that must be adjusted before construction is commenced. 9.Environmental Assessment and MitigationDevelopment of a transportation project must comply with the National Environmental Policy Actand the National Historic Preservation Act of 1966, which require environmental clearance offederal-aid projects. The party named in Article 1, Responsible Parties, under AGREEMENT isresponsible for the following:A.The identification and assessment of any environmental problems associated with thedevelopment of a local project governed by this Agreement.B.The cost of any environmental problem’s mitigation and remediation.C.Providing any public meetings or public hearings required for the environmentalassessment process. Public hearings will not be held prior to the approval of the Projectschematic. D.The preparation of the NEPA documents required for the environmental clearance of thisProject. If the Local Government is responsible for the environmental assessment and mitigation, before the advertisement for bids, the Local Government shall provide to the State written documentation from the appropriate regulatory agency or agencies that all environmental clearances have been obtained. 10.Compliance with Accessibility Standards All parties to this Agreement shall ensure that the plans for and the construction of all projectssubject to this Agreement are in compliance with standards issued or approved by the TexasDepartment of Licensing and Regulation (TDLR) as meeting or consistent with minimum accessibility requirements of the Americans with Disabilities Act (P.L. 101-336) (ADA). 11.Architectural and Engineering ServicesThe party named in Article 1, Responsible Parties, under AGREEMENT has responsibility forthe performance of architectural and engineering services. The engineering plans shall bedeveloped in accordance with the applicable State’s Standard Specifications for Constructionand Maintenance of Highways, Streets and Bridges and the special specifications and special provisions related to it. For projects on the State highway system, the design shall, at a minimumconform to applicable State manuals. For projects not on the State highway system, the designshall, at a minimum, conform to applicable American Association of State Highway and Transportation Officials (AASHTO) design standards. In procuring professional services, the parties to this Agreement must comply with federalrequirements cited in 23 CFR Part 172 if the Project is federally funded and with TexasGovernment Code 2254, Subchapter A, in all cases. Professional contracts for federally fundedprojects must conform to federal requirements, specifically including the provision forparticipation by Disadvantaged Business Enterprises (DBEs), ADA, and environmental matters. If the Local Government is the responsible party, the Local Government shall submit its DocuSign Envelope ID: 6DFD89B7-8773-4553-82A8-54A7888CE247 485 TxDOT:: Federal Highway Administration: CSJ # 2681-01-026 CFDA No. 20.205 District # 18-Dallas CFDA Title Highway Planning and Construction Code Chart 64 # 11400 Project Name FM 2499 Landscaping Development AFA Not Used For Research & Development Limits FM 2499 from FM 2181 to IH 35E Page 7 of 15 AFA LongGen Rev 07/17/2019 procurement selection process for prior approval by the State. All professional services contracts must be reviewed and approved by the State prior to execution by the Local Government. 12.Construction ResponsibilitiesThe party named in Article 1, Responsible Parties, under AGREEMENT is responsible for thefollowing:A.Advertise for construction bids, issue bid proposals, receive and tabulate the bids, andaward and administer the contract for construction of the Project. Administration of thecontract includes the responsibility for construction engineering and for issuance of anychange orders, supplemental agreements, amendments, or additional work orders thatmay become necessary subsequent to the award of the construction contract. In orderto ensure federal funding eligibility, projects must be authorized by the State prior toadvertising for construction.B.If the State is the responsible party, the State will use its approved contract letting andaward procedures to let and award the construction contract. C.If the Local Government is the responsible party, the Local Government shall submit itscontract letting and award procedures to the State for review and approval prior to letting.D.If the Local Government is the responsible party, the State must concur with the low bidder selection before the Local Government can enter into a contract with the vendor.E.If the Local Government is the responsible party, the State must review and approvechange orders.F.Upon completion of the Project, the party responsible for constructing the Project willissue and sign a “Notification of Completion” acknowledging the Project’s constructioncompletion and submit certification(s) sealed by a professional engineer(s) licensed inthe State of Texas.G.For federally funded contracts, the parties to this Agreement will comply with federalconstruction requirements cited in 23 CFR Part 635 and with requirements cited in 23CFR Part 633, and shall include the latest version of Form “FHWA-1273” in the contractbidding documents. If force account work will be performed, a finding of costeffectiveness shall be made in compliance with 23 CFR 635, Subpart B. 13.Project MaintenanceProject maintenance shall be undertaken as provided by the existing Landscaping MaintenanceAgreement with the Local Government. 14.Right of Way and Real PropertyThe party named in Article 1, Responsible Parties, under AGREEMENT is responsible for theprovision and acquisition of any needed right of way or real property. 15. Insurance If this Agreement authorizes the Local Government or its contractor to perform any work onState right of way, before beginning work, the entity performing the work shall provide the Statewith a fully executed copy of the State's Form 1560 Certificate of Insurance verifying theexistence of coverage in the amounts and types specified on the Certificate of Insurance for allpersons and entities working on State right of way. This coverage shall be maintained until all DocuSign Envelope ID: 6DFD89B7-8773-4553-82A8-54A7888CE247 486 TxDOT:: Federal Highway Administration: CSJ # 2681-01-026 CFDA No. 20.205 District # 18-Dallas CFDA Title Highway Planning and Construction Code Chart 64 # 11400 Project Name FM 2499 Landscaping Development AFA Not Used For Research & Development Limits FM 2499 from FM 2181 to IH 35E Page 8 of 15 AFA LongGen Rev 07/17/2019 work on the State right of way is complete. If coverage is not maintained, all work on State right of way shall cease immediately, and the State may recover damages and all costs of completing the work. 16. NoticesAll notices to either party shall be delivered personally or sent by certified or U.S. mail, postageprepaid, addressed to that party at the following address: Local Government: City of Denton ATTN: City Manager 215 E, McKinney St. Denton, Texas 76201 State: Texas Department of Transportation ATTN: Director of Contract Services 125 E. 11th Street Austin, TX 78701 All notices shall be deemed given on the date delivered in person or deposited in the mail, unless otherwise provided by this Agreement. Either party may change the above address by sending written notice of the change to the other party. Either party may request in writing that notices shall be delivered personally or by certified U.S. mail, and that request shall be carried out by the other party. 17.Legal ConstructionIf one or more of the provisions contained in this Agreement shall for any reason be held invalid,illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall notaffect any other provisions and this Agreement shall be construed as if it did not contain theinvalid, illegal, or unenforceable provision. 18.Responsibilities of the PartiesThe State and the Local Government agree that neither party is an agent, servant, or employeeof the other party, and each party agrees it is responsible for its individual acts and deeds aswell as the acts and deeds of its contractors, employees, representatives, and agents. 19.Ownership of DocumentsUpon completion or termination of this Agreement, all documents prepared by the State shallremain the property of the State. All data and information prepared under this Agreement shallbe made available to the State without restriction or limitation on their further use. All documentsproduced or approved or otherwise created by the Local Government shall be transmitted to theState, in the format directed by the State, on a monthly basis or as required by the State. Theoriginals shall remain the property of the Local Government. . 20.Compliance with LawsThe parties to this Agreement shall comply with all federal, state, and local laws, statutes,ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals in any manner affecting the performance of this Agreement. When required,the Local Government shall furnish the State with satisfactory proof of this compliance. DocuSign Envelope ID: 6DFD89B7-8773-4553-82A8-54A7888CE247 487 TxDOT:: Federal Highway Administration: CSJ # 2681-01-026 CFDA No. 20.205 District # 18-Dallas CFDA Title Highway Planning and Construction Code Chart 64 # 11400 Project Name FM 2499 Landscaping Development AFA Not Used For Research & Development Limits FM 2499 from FM 2181 to IH 35E Page 9 of 15 AFA LongGen Rev 07/17/2019 21.Sole AgreementThis Agreement constitutes the sole and only agreement between the parties and supersedesany prior understandings or written or oral agreements respecting the Agreement’s subjectmatter. 22.Cost PrinciplesIn order to be reimbursed with federal funds, the parties shall comply with the cost principlesestablished in 2 CFR 200 that specify that all reimbursed costs are allowable, reasonable, andallocable to the Project. 23.Procurement and Property Management StandardsThe parties to this Agreement shall adhere to the procurement and property management standards established in 2 CFR 200, Uniform Administrative Requirements, Cost Principles, andAudit Requirements for Federal Awards, and to the Texas Uniform Grant ManagementStandards. The State must pre-approve the Local Government’s procurement procedures for purchases to be eligible for state or federal funds. 24.Inspection of Books and RecordsThe parties to this Agreement shall maintain all books, documents, papers, accounting records,and other documentation relating to costs incurred under this Agreement and shall make suchmaterials available to the State, the Local Government, and, if federally funded, the FHWA andthe U.S. Office of the Inspector General or their duly authorized representatives for review and inspection at its office during the Agreement period and for seven (7) years from the date of finalreimbursement by FHWA under this Agreement or until any impending litigation or claims areresolved. Additionally, the State, the Local Government, and the FHWA and their duly authorized representatives shall have access to all the governmental records that are directlyapplicable to this Agreement for the purpose of making audits, examinations, excerpts, andtranscriptions. 25.Civil Rights ComplianceThe parties to this Agreement are responsible for the following:A.Compliance with Regulations: Both parties will comply with the Acts and the Regulationsrelative to Nondiscrimination in Federally-assisted programs of the U.S. Department ofTransportation (USDOT), the Federal Highway Administration (FHWA), as they may beamended from time to time, which are herein incorporated by reference and made part of this Agreement.B.Nondiscrimination: The Local Government, with regard to the work performed by it duringthe Agreement, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurement of materials andleases of equipment. The Local Government will not participate directly or indirectly inthe discrimination prohibited by the Acts and the Regulations, including employment practices when the Agreement covers any activity, project, or program set forth inAppendix B of 49 CFR Part 21.C.Solicitations for Subcontracts, Including Procurement of Materials and Equipment: In allsolicitations either by competitive bidding or negotiation made by the Local Governmentfor work to be performed under a subcontract, including procurement of materials or DocuSign Envelope ID: 6DFD89B7-8773-4553-82A8-54A7888CE247 488 TxDOT:: Federal Highway Administration: CSJ # 2681-01-026 CFDA No. 20.205 District # 18-Dallas CFDA Title Highway Planning and Construction Code Chart 64 # 11400 Project Name FM 2499 Landscaping Development AFA Not Used For Research & Development Limits FM 2499 from FM 2181 to IH 35E Page 10 of 15 AFA LongGen Rev 07/17/2019 leases of equipment, each potential subcontractor or supplier will be notified by the Local Government of the Local Government’s obligations under this Agreement and the Acts and Regulations relative to Nondiscrimination on the grounds of race, color, or national origin. D.Information and Reports: The Local Government will provide all information and reportsrequired by the Acts, the Regulations, and directives issued pursuant thereto, and will permit access to its books, records, accounts, other sources of information, and facilitiesas may be determined by the State or the FHWA to be pertinent to ascertain compliancewith such Acts, Regulations or directives. Where any information required of the Local Government is in the exclusive possession of another who fails or refuses to furnish thisinformation, the Local Government will so certify to the State or the FHWA, asappropriate, and will set forth what efforts it has made to obtain the information. E.Sanctions for Noncompliance: In the event of the Local Government's noncompliancewith the Nondiscrimination provisions of this Agreement, the State will impose suchcontract sanctions as it or the FHWA may determine to be appropriate, including, but notlimited to:1.withholding of payments to the Local Government under the Agreement until theLocal Government complies and/or2. cancelling, terminating, or suspending of the Agreement, in whole or in part.F.Incorporation of Provisions: The Local Government will include the provisions ofparagraphs (A) through (F) in every subcontract, including procurement of materials andleases of equipment, unless exempt by the Acts, the Regulations and directives issuedpursuant thereto. The Local Government will take such action with respect to any subcontract or procurement as the State or the FHWA may direct as a means ofenforcing such provisions including sanctions for noncompliance. Provided, that if theLocal Government becomes involved in, or is threatened with, litigation with a subcontractor or supplier because of such direction, the Local Government may requestthe State to enter into such litigation to protect the interests of the State. In addition, theLocal Government may request the United States to enter into such litigation to protect the interests of the United States. 26.Pertinent Non-Discrimination AuthoritiesDuring the performance of this Agreement, each party, for itself, its assignees, and successors in interest agree to comply with the following nondiscrimination statutes and authorities;including but not limited to:A.Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (pro- hibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21.B.The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970,(42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of federal or federal-aid programs and projects).C.Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), as amended, (prohibitsdiscrimination on the basis of sex).D.Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.) as amended,(prohibits discrimination on the basis of disability); and 49 CFR Part 27. DocuSign Envelope ID: 6DFD89B7-8773-4553-82A8-54A7888CE247 489 TxDOT:: Federal Highway Administration: CSJ # 2681-01-026 CFDA No. 20.205 District # 18-Dallas CFDA Title Highway Planning and Construction Code Chart 64 # 11400 Project Name FM 2499 Landscaping Development AFA Not Used For Research & Development Limits FM 2499 from FM 2181 to IH 35E Page 11 of 15 AFA LongGen Rev 07/17/2019 E.The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibitsdiscrimination on the basis of age).F. Airport and Airway Improvement Act of 1982, (49 U.S.C. Chapter 471, Section 47123),as amended, (prohibits discrimination based on race, creed, color, national origin, orsex).G.The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition ofthe terms “programs or activities” to include all of the programs or activities of the federal- aid recipients, subrecipients and contractors, whether such programs or activities arefederally funded or not).H.Titles II and III of the Americans with Disabilities Act, which prohibits discrimination on the basis of disability in the operation of public entities, public and private transportationsystems, places of public accommodation, and certain testing entities (42 U.S.C. §§12131-12189) as implemented by Department of Transportation regulations at 49 C.F.R.parts 37 and 38.I.The Federal Aviation Administration’s Nondiscrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex).J.Executive Order 12898, Federal Actions to Address Environmental Justice in MinorityPopulations and Low-Income Populations, which ensures nondiscrimination againstminority populations by discouraging programs, policies, and activities withdisproportionately high and adverse human health or environmental effects on minorityand low-income populations. K.Executive Order 13166, Improving Access to Services for Persons with Limited EnglishProficiency, and resulting agency guidance, national origin discrimination includesdiscrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, the parties must take reasonable steps to ensure that LEP persons havemeaningful access to the programs (70 Fed. Reg. at 74087 to 74100).L.Title IX of the Education Amendments of 1972, as amended, which prohibits the partiesfrom discriminating because of sex in education programs or activities (20 U.S.C. 1681et seq.). 27.Disadvantaged Business Enterprise (DBE) Program Requirements If federal funds are used:A.The parties shall comply with the Disadvantaged Business Enterprise Programrequirements established in 49 CFR Part 26. B.The Local Government shall adopt, in its totality, the State’s federally approved DBEprogram.C.The Local Government shall incorporate into its contracts with subproviders an appropriate DBE goal consistent with the State’s DBE guidelines and in consideration ofthe local market, project size, and nature of the goods or services to be acquired. TheLocal Government shall submit its proposed scope of services and quantity estimates tothe State to allow the State to establish a DBE goal for each Local Government contractwith a subprovider. The Local Government shall be responsible for documenting itsactions. DocuSign Envelope ID: 6DFD89B7-8773-4553-82A8-54A7888CE247 490 TxDOT:: Federal Highway Administration: CSJ # 2681-01-026 CFDA No. 20.205 District # 18-Dallas CFDA Title Highway Planning and Construction Code Chart 64 # 11400 Project Name FM 2499 Landscaping Development AFA Not Used For Research & Development Limits FM 2499 from FM 2181 to IH 35E Page 12 of 15 AFA LongGen Rev 07/17/2019 D.The Local Government shall follow all other parts of the State’s DBE program referencedin TxDOT Form 2395, Memorandum of Understanding Regarding the Adoption of theTexas Department of Transportation’s Federally-Approved Disadvantaged BusinessEnterprise by Entity, and attachments found at web addresshttp://ftp.dot.state.tx.us/pub/txdot-info/bop/dbe/mou/mou_attachments.pdf.E.The Local Government shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of any U.S. Department of Transportation (DOT)-assisted contract or in the administration of its DBE program or the requirements of 49CFR Part 26. The Local Government shall take all necessary and reasonable steps under 49 CFR Part 26 to ensure non-discrimination in award and administration of DOT-assisted contracts. The State’s DBE program, as required by 49 CFR Part 26 and asapproved by DOT, is incorporated by reference in this Agreement. Implementation of this program is a legal obligation and failure to carry out its terms shall be treated as aviolation of this Agreement. Upon notification to the Local Government of its failure tocarry out its approved program, the State may impose sanctions as provided for under49 CFR Part 26 and may, in appropriate cases, refer the matter for enforcement under18 U.S.C. 1001 and the Program Fraud Civil Remedies Act of 1986 (31 U.S.C. 3801 etseq.).F.Each contract the Local Government signs with a contractor (and each subcontract theprime contractor signs with a sub-contractor) must include the following assurance: Thecontractor, sub-recipient, or sub-contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shallcarry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this Agreement, which may result in the termination of this Agreementor such other remedy as the recipient deems appropriate. 28.Debarment CertificationsIf federal funds are used, the parties are prohibited from making any award at any tier to anyparty that is debarred or suspended or otherwise excluded from or ineligible for participation inFederal Assistance Programs under Executive Order 12549, “Debarment and Suspension.” Byexecuting this Agreement, the Local Government certifies that it and its principals are notcurrently debarred, suspended, or otherwise excluded from or ineligible for participation in Federal Assistance Programs under Executive Order 12549 and further certifies that it will notdo business with any party, to include principals, that is currently debarred, suspended, orotherwise excluded from or ineligible for participation in Federal Assistance Programs under Executive Order 12549. The parties to this Agreement shall require any party to a subcontractor purchase order awarded under this Agreement to certify its eligibility to receive federal fundsand, when requested by the State, to furnish a copy of the certification. If state funds are used, the parties are prohibited from making any award to any party that isdebarred under the Texas Administrative Code, Title 34, Part 1, Chapter 20, Subchapter G, Rule§20.585 and the Texas Administrative Code, Title 43, Part 1, Chapter 9, Subchapter G. DocuSign Envelope ID: 6DFD89B7-8773-4553-82A8-54A7888CE247 491 TxDOT:: Federal Highway Administration: CSJ # 2681-01-026 CFDA No. 20.205 District # 18-Dallas CFDA Title Highway Planning and Construction Code Chart 64 # 11400 Project Name FM 2499 Landscaping Development AFA Not Used For Research & Development Limits FM 2499 from FM 2181 to IH 35E Page 13 of 15 AFA LongGen Rev 07/17/2019 29.Lobbying CertificationIf federal funds are used, in executing this Agreement, each signatory certifies to the best of thatsignatory’s knowledge and belief, that:A.No federal appropriated funds have been paid or will be paid by or on behalf of the partiesto any person for influencing or attempting to influence an officer or employee of anyfederal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federalcontract, the making of any federal grant, the making of any federal loan, the enteringinto of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperativeagreement.B.If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, aMember of Congress, an officer or employee of Congress, or an employee of a Memberof Congress in connection with federal contracts, grants, loans, or cooperativeagreements, the signatory for the Local Government shall complete and submit theFederal Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions.C.The parties shall require that the language of this certification shall be included in theaward documents for all sub-awards at all tiers (including subcontracts, subgrants, andcontracts under grants, loans, and cooperative agreements) and all sub-recipients shallcertify and disclose accordingly. Submission of this certification is a prerequisite formaking or entering into this transaction imposed by Title 31 U.S.C. §1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than$10,000 and not more than $100,000 for each such failure. 30.Federal Funding Accountability and Transparency Act RequirementsIf federal funds are used, the following requirements apply:A.Any recipient of funds under this Agreement agrees to comply with the Federal FundingAccountability and Transparency Act (FFATA) and implementing regulations at 2 CFRPart 170, including Appendix A. This Agreement is subject to the following award terms:http://www.gpo.gov/fdsys/pkg/FR-2010-09-14/pdf/2010-22705.pdf andhttp://www.gpo.gov/fdsys/pkg/FR-2010-09-14/pdf/2010-22706.pdf. B.The Local Government agrees that it shall:1.Obtain and provide to the State a System for Award Management (SAM) number(Federal Acquisition Regulation, Part 4, Sub-part 4.11) if this award provides more than $25,000 in federal funding. The SAM number may be obtained by visiting theSAM website whose address is: https://www.sam.gov/portal/public/SAM/2.Obtain and provide to the State a Data Universal Numbering System (DUNS) number, a unique nine-character number that allows federal government to track thedistribution of federal money. The DUNS may be requested free of charge for allbusinesses and entities required to do so by visiting the Dun & Bradstreet (D&B) on-line registration website http://fedgov.dnb.com/webform; and3.Report the total compensation and names of its top five executives to the State if: DocuSign Envelope ID: 6DFD89B7-8773-4553-82A8-54A7888CE247 492 TxDOT:: Federal Highway Administration: CSJ # 2681-01-026 CFDA No. 20.205 District # 18-Dallas CFDA Title Highway Planning and Construction Code Chart 64 # 11400 Project Name FM 2499 Landscaping Development AFA Not Used For Research & Development Limits FM 2499 from FM 2181 to IH 35E Page 14 of 15 AFA LongGen Rev 07/17/2019 i.More than 80% of annual gross revenues are from the federal government, andthose revenues are greater than $25,000,000; andii.The compensation information is not already available through reporting to theU.S. Securities and Exchange Commission. 31.Single Audit ReportIf federal funds are used:A.The parties shall comply with the single audit report requirements stipulated in 2 CFR200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements forFederal Awards.B.If threshold expenditures of $750,000 or more are met during the fiscal year, the LocalGovernment must submit a Single Audit Report and Management Letter (if applicable)to TxDOT's Compliance Division, 125 East 11th Street, Austin, TX 78701 or contactTxDOT’s Compliance Division by email at singleaudits@txdot.gov.C.If expenditures are less than the threshold during the Local Government's fiscal year,the Local Government must submit a statement to TxDOT's Compliance Division as follows: "We did not meet the $______ expenditure threshold and therefore, are notrequired to have a single audit performed for FY ______."D.For each year the Project remains open for federal funding expenditures, the Local Government will be responsible for filing a report or statement as described above. Therequired annual filing shall extend throughout the life of the Agreement, unless otherwiseamended or the Project has been formally closed out and no charges have been incurred within the current fiscal year. 32.Signatory WarrantyEach signatory warrants that the signatory has necessary authority to execute this Agreement on behalf of the entity represented. DocuSign Envelope ID: 6DFD89B7-8773-4553-82A8-54A7888CE247 493 TxDOT:: Federal Highway Administration: CSJ # 2681-01-026 CFDA No. 20.205 District # 18-Dallas CFDA Title Highway Planning and Construction Code Chart 64 # 11400 Project Name FM 2499 Landscaping Development AFA Not Used For Research & Development Limits FM 2499 from FM 2181 to IH 35E Page 2 of 15 AFA LongGen Rev 07/17/2019 Each party is signing this Agreement on the date stated under that party’s signature. THE STATE OF TEXAS THE LOCAL GOVERNMENT By: By: Kenneth Stewart Director of Contract Services Texas Department of Transportation Gerard Hudspeth Mayor City of Denton Date: Date: DO NOT SIGN: TXDOT WILL SEND VIA DocuSign Director Parks & Recreation ATTEST: Rosa Rios, City Secretary By: _____________________________ This Agreement has been both reviewed and approved as to financial and operational obligations and business terms. ___________________________ Signature ___________________ Title ___________________________ Department APPROVED AS TO LEGAL FORM: Aaron Leal, City Attorney By: _____________________________ DocuSign Envelope ID: 6DFD89B7-8773-4553-82A8-54A7888CE247 494 TxDOT:: Federal Highway Administration: CSJ # 2681-01-026 CFDA No. 20.205 District # 18-Dallas CFDA Title Highway Planning and Construction Code Chart 64 # 11400 Project Name FM 2499 Landscaping Development AFA Not Used For Research & Development Limits FM 2499 from FM 2181 to IH 35E Page 1 of 1 AFA LongGen Attachment A ATTACHMENT A RESOLUTION DocuSign Envelope ID: 6DFD89B7-8773-4553-82A8-54A7888CE247 495 TxDOT:: Federal Highway Administration: CSJ # 2681-01-026 CFDA No. 20.205 District # 18-Dallas CFDA Title Highway Planning and Construction Code Chart 64 # 11400 Project Name FM 2499 Landscaping Development AFA Not Used For Research & Development Limits FM 2499 from FM 2181 to IH 35E Page 1 of 1 AFA LongGen Attachment B ATTACHMENT B LOCATION MAP SHOWING PROJECT DocuSign Envelope ID: 6DFD89B7-8773-4553-82A8-54A7888CE247 496 TxDOT:: Federal Highway Administration: CSJ # 2681-01-026 CFDA No. 20.205 District # 18-Dallas CFDA Title Highway Planning and Construction Code Chart 64 # 11400 Project Name FM 2499 Landscaping Development AFA Not Used For Research & Development Limits FM 2499 from FM 2181 to IH 35E Page 1 of 1 AFA LongGen Attachment B ATTACHMENT C PROJECT BUDGET Construction cost allocation for the Green Ribbon Project will be based on 80% Federal funding and 20% State funding until the Federal and State funding reaches the maximum obligated amount. Direct state costs for construction will be based on 100% State funding. The Local Government will then be responsible for 100% of Project cost and overruns. Initial Payment by the Local Government to the State: $0.00 Payment by the Local Government to the State before Construction: $0.00 Estimated total payment by the Local Government to the State: $0.00 This is an estimate. The final amount of Local Government participation will be based on actual costs. Maximum Federal funds available for reimbursement = $618,932.00 DESCRIPTION TOTAL ESTIMATED COST FEDERAL PARTICIPATION STATE PARTICIPATION LOCAL PARTICIPATION % Cost % Cost Cost Construction (by Local)-2681-01-026 $773,666.00 80% $618,932.00 20% $154,733.00 0% $0 CNST Management (by Local)(5%) $38,682.30 0% $0 100% $38,683.30 0% $0 Subtotal $812,348.30 $618,932.00 $193,416.30 $0 Direct State Cost – Env $10,154.36 0% $0 100% $10,154.36 0% $0 Direct State Cost – Eng. $10,154.37 0% $0 100% $10,154.37 0% $0 Direct State Cost – ROW $10,154.37 0% $0 100% $10,154.37 0% $0 Direct State Cost – UTL $10,154.37 0% $0 100% $10,154.37 0% $0 Direct State Cost – CNST $40,617.47 0% $0 100% $40,617.47 0% $0 Subtotal $81,234.93 $0 $81,234.93 $0 Indirect State Cost – 4.52% $36,718.19 0% $0 100% $36,718.19 $0 TOTAL $930,301.42 $618,932.00 $311,369.42 $0 DocuSign Envelope ID: 6DFD89B7-8773-4553-82A8-54A7888CE247 497 GREEN RIBBON PROGRAM COORDINATOR:EMAIL: AMOUNT REQUESTING: Agency Name:Tel:940-349-8275 Title:FM 2499 Green Ribbon Project Email: jason.donnell@cityofdenton.com Address: City: Zip Code: 76209 (Print) Agreement Signer: Proj. Manager /Consultant:Tel:817-219-2665 Address:8624 Ferguson Rd. #571642 Email: erin@ebrooke.com City: Zip Code:75228 No No-will attend Highway: Project Limits From: Project Limits To: The landscaping of Section 5 through Denton would complete this roadway to I35 where it connects into Mayhill Rd., which is currently under construction for widening to US 380, by the City of Denton. Attach a Preliminary Schedule, Location Map and Schematic Plan. APPROVED (Y or N): AMOUNT: TXDOT USE ONLY The vegetation will serve to help decrease glare of oncoming traffic, enhance quality of life, contribute to the identity of Denton, reduce air, light, and sound pollution, reduce heat island effects, contribute to wildlife, assist in creating "place", assist in wayfinding and the asthetic qualities Thomas.Hubacek@txdot.gov Send PDF via email (Application & Attachments) DEADLINE: 05/31/2019 5:00 PM Will this be let as a Local Government Project Yes or No: REQUIRED INFORMATION $733,665.05 APPLICATION GREEN RIBBON FY2020 The southern medians along FM 2499 served as a gateway into the City of Denton with the medians being highly visible at all speeds. to create a calming effect. The plant material selection will consist of mostly native varieties, or species capable of surviving the harsh conditions Interstate 35E Teasley Lane Dallas Thomas Hubacek, RLA, CLARB Dallas - District Landscape Architect 4625 E. US80 Mesquite, Texas 75150 901 Texas St. STE B CSJ or Project #: FM 2499 Is this local entity (or consultant) certified in TxDOT's Local Government Project Procedures (LGPP) Yes or No: Erin Brooke Fredi, PLA (E. Brooke Associates, LLC) City of Denton Denton Three previous Green Ribbon Grants have funded the landscaping of FM 2499 from Tarrant County Line to FM 2181 (Teasley Lane). TxDOT has recently completed construction of FM 2499 Section 5. The mediians are currently turf grass with no other enhancements. The City of Denton wishes to provide landscape enhancements within the TxDOT right of way at the following locations: 11 adjacent medians along FM 2499 beginning at FM 2181 (Teasley Lane) to the south and ending at I35E to the north. The enhancements consist of tree plantings, native grass and shurb planting, concrete edging, and associated irrigation. along Texas roadways. The design will adhear to TxDOT design standards that ensure motorist safety. Title: Director of Parks and Recreation Scope of work should be detailed enough to explain location, size and concept of the project. SCOPE OF WORK PROJECT INFORMATION Gary Packan gary.packan@cityofdenton.com 498 LANDSCAPE MASTERPLAN CITY OF DENTON, TEXAS - GREEN RIBBON FUNDING PROPOSAL MAY 31, 2019 Dallas District - Green Ribbon Funding Program Project Location Map: City of Denton LOCATION 1 - FM2499 CITY OF DENTON CONSULTANT P.O.C. P.O.C. Jason Donnell 940 349 8275 jason.donnell@cityofdenton.com Glenn McLain, MLA 940 315 3567 glenn.mclain@cityofdenton.com Erin Brooke Fredi, PLA Principal E. Brooke Associates, LLC 8624 Ferguson Road #571642 Dallas, Tx 75228 email: erin@ebrooke.com phone: 817-2190-2665 499 LANDSCAPE MASTERPLAN CITY OF DENTON, TEXAS - GREEN RIBBON FUNDING PROPOSAL MAY 31, 2019 Dallas District - Green Ribbon Funding Program Location 1: FM2499 Medians 0 40 80 MEDIAN PLANTING: Highly visible in High, Medium & Low Speed Areas Helps decrease glare from oncoming cars Rhythmic Patterns Variety of colors in vegetation & season Enhances Quality of Life Enhances the Identity of Denton Reduces Air, Light and Sound Pollution Reduces Heat Island Effects Contributes to Wildlife Aesthetic Qualities are calming Assists in creating “Place” Assists in wayfinding PLANTING LEGEND CANOPY TREES: Brackens Brown Southern Magnolia, Chinese Pistachio (male), Autumn Blaze Red Maple, ORNAMENTAL TREE: Natchez Crape Myrtle (single trunk), Texas Mountain Laurel, Desert Willow (multi-trunk), Rusty Black- haw, Mexican Buckeye, Mesquite Tree Wildflower Seed mixed with Buffalo Grass Existing Turf Beds for Shrubs, Ornamental Grasses, Perennials & Groundcovers FM 2499 FM 2499 MEDIAN 1 500 LANDSCAPE MASTERPLAN CITY OF DENTON, TEXAS - GREEN RIBBON FUNDING PROPOSAL MAY 31, 2019 Dallas District - Green Ribbon Funding Program Location 1: FM2499 Medians MEDIAN PLANTING: Highly visible in High, Medium & Low Speed Areas Helps decrease glare from oncoming cars Rhythmic Patterns Variety of colors in vegetation & season Enhances Quality of Life Enhances the Identity of Denton Reduces Air, Light and Sound Pollution Reduces Heat Island Effects Contributes to Wildlife Aesthetic Qualities are calming Assists in creating “Place” Assists in wayfinding PLANTING LEGEND CANOPY TREES: Brackens Brown Southern Magnolia, Chinese Pistachio (male), Autumn Blaze Red Maple, ORNAMENTAL TREE: Natchez Crape Myrtle (single trunk), Texas Mountain Laurel, Desert Willow (multi-trunk), Rusty Black- haw, Mexican Buckeye, Mesquite Tree Wildflower Seed mixed with Buffalo Grass Existing Turf Beds for Shrubs, Ornamental Grasses, Perennials & Groundcovers 0 40 80 FM 2499 FM 2499 MEDIAN 2a 501 LANDSCAPE MASTERPLAN CITY OF DENTON, TEXAS - GREEN RIBBON FUNDING PROPOSAL MAY 31, 2019 Dallas District - Green Ribbon Funding Program MEDIAN PLANTING: Highly visible in High, Medium & Low Speed Areas Helps decrease glare from oncoming cars Rhythmic Patterns Variety of colors in vegetation & season Enhances Quality of Life Enhances the Identity of Denton Reduces Air, Light and Sound Pollution Reduces Heat Island Effects Contributes to Wildlife Aesthetic Qualities are calming Assists in creating “Place” Assists in wayfinding PLANTING LEGEND CANOPY TREES: Brackens Brown Southern Magnolia, Chinese Pistachio (male), Autumn Blaze Red Maple, ORNAMENTAL TREE: Natchez Crape Myrtle (single trunk), Texas Mountain Laurel, Desert Willow (multi-trunk), Rusty Black- haw, Mexican Buckeye, Mesquite Tree Wildflower Seed mixed with Buffalo Grass Existing Turf Beds for Shrubs, Ornamental Grasses, Perennials & Groundcovers FM 2499 FM 2499 0 40 80 MEDIAN 2b 502 LANDSCAPE MASTERPLAN CITY OF DENTON, TEXAS - GREEN RIBBON FUNDING PROPOSAL MAY 31, 2019 Dallas District - Green Ribbon Funding Program Location 1: FM2499 Medians MEDIAN PLANTING: Highly visible in High, Medium & Low Speed Areas Helps decrease glare from oncoming cars Rhythmic Patterns Variety of colors in vegetation & season Enhances Quality of Life Enhances the Identity of Denton Reduces Air, Light and Sound Pollution Reduces Heat Island Effects Contributes to Wildlife Aesthetic Qualities are calming Assists in creating “Place” Assists in wayfinding PLANTING LEGEND CANOPY TREES: Brackens Brown Southern Magnolia, Chinese Pistachio (male), Autumn Blaze Red Maple, ORNAMENTAL TREE: Natchez Crape Myrtle (single trunk), Texas Mountain Laurel, Desert Willow (multi-trunk), Rusty Black- haw, Mexican Buckeye, Mesquite Tree Wildflower Seed mixed with Buffalo Grass Existing Turf Beds for Shrubs, Ornamental Grasses, Perennials & Groundcovers 0 40 80 FM 2499 FM 2499 MEDIAN 3 503 LANDSCAPE MASTERPLAN CITY OF DENTON, TEXAS - GREEN RIBBON FUNDING PROPOSAL MAY 31, 2019 Dallas District - Green Ribbon Funding Program Location 1: FM2499 Medians MEDIAN PLANTING: Highly visible in High, Medium & Low Speed Areas Helps decrease glare from oncoming cars Rhythmic Patterns Variety of colors in vegetation & season Enhances Quality of Life Enhances the Identity of Denton Reduces Air, Light and Sound Pollution Reduces Heat Island Effects Contributes to Wildlife Aesthetic Qualities are calming Assists in creating “Place” Assists in wayfinding PLANTING LEGEND CANOPY TREES: Brackens Brown Southern Magnolia, Chinese Pistachio (male), Autumn Blaze Red Maple, ORNAMENTAL TREE: Natchez Crape Myrtle (single trunk), Texas Mountain Laurel, Desert Willow (multi-trunk), Rusty Black- haw, Mexican Buckeye, Mesquite Tree Wildflower Seed mixed with Buffalo Grass Existing Turf Beds for Shrubs, Ornamental Grasses, Perennials & Groundcovers 0 40 80 FM 2499 FM 2499 MEDIAN 4 504 LANDSCAPE MASTERPLAN CITY OF DENTON, TEXAS - GREEN RIBBON FUNDING PROPOSAL MAY 31, 2019 Dallas District - Green Ribbon Funding Program Location 1: FM2499 Medians MEDIAN PLANTING: Highly visible in High, Medium & Low Speed Areas Helps decrease glare from oncoming cars Rhythmic Patterns Variety of colors in vegetation & season Enhances Quality of Life Enhances the Identity of Denton Reduces Air, Light and Sound Pollution Reduces Heat Island Effects Contributes to Wildlife Aesthetic Qualities are calming Assists in creating “Place” Assists in wayfinding PLANTING LEGEND CANOPY TREES: Brackens Brown Southern Magnolia, Chinese Pistachio (male), Autumn Blaze Red Maple, ORNAMENTAL TREE: Natchez Crape Myrtle (single trunk), Texas Mountain Laurel, Desert Willow (multi-trunk), Rusty Black- haw, Mexican Buckeye, Mesquite Tree Wildflower Seed mixed with Buffalo Grass Existing Turf Beds for Shrubs, Ornamental Grasses, Perennials & Groundcovers 0 40 80 FM 2499 FM 2499 MEDIAN 5a 505 LANDSCAPE MASTERPLAN CITY OF DENTON, TEXAS - GREEN RIBBON FUNDING PROPOSAL MAY 31, 2019 Dallas District - Green Ribbon Funding Program MEDIAN PLANTING: Highly visible in High, Medium & Low Speed Areas Helps decrease glare from oncoming cars Rhythmic Patterns Variety of colors in vegetation & season Enhances Quality of Life Enhances the Identity of Denton Reduces Air, Light and Sound Pollution Reduces Heat Island Effects Contributes to Wildlife Aesthetic Qualities are calming Assists in creating “Place” Assists in wayfinding PLANTING LEGEND CANOPY TREES: Brackens Brown Southern Magnolia, Chinese Pistachio (male), Autumn Blaze Red Maple, ORNAMENTAL TREE: Natchez Crape Myrtle (single trunk), Texas Mountain Laurel, Desert Willow (multi-trunk), Rusty Black- haw, Mexican Buckeye, Mesquite Tree Wildflower Seed mixed with Buffalo Grass Existing Turf Beds for Shrubs, Ornamental Grasses, Perennials & Groundcovers FM 2499 FM 2499 MEDIAN 5b 506 LANDSCAPE MASTERPLAN CITY OF DENTON, TEXAS - GREEN RIBBON FUNDING PROPOSAL MAY 31, 2019 Dallas District - Green Ribbon Funding Program MEDIAN PLANTING: Highly visible in High, Medium & Low Speed Areas Helps decrease glare from oncoming cars Rhythmic Patterns Variety of colors in vegetation & season Enhances Quality of Life Enhances the Identity of Denton Reduces Air, Light and Sound Pollution Reduces Heat Island Effects Contributes to Wildlife Aesthetic Qualities are calming Assists in creating “Place” Assists in wayfinding PLANTING LEGEND CANOPY TREES: Brackens Brown Southern Magnolia, Chinese Pistachio (male), Autumn Blaze Red Maple, ORNAMENTAL TREE: Natchez Crape Myrtle (single trunk), Texas Mountain Laurel, Desert Willow (multi-trunk), Rusty Black- haw, Mexican Buckeye, Mesquite Tree Wildflower Seed mixed with Buffalo Grass Existing Turf Beds for Shrubs, Ornamental Grasses, Perennials & Groundcovers FM 2499 FM 2499 MEDIAN 5c 507 LANDSCAPE MASTERPLAN CITY OF DENTON, TEXAS - GREEN RIBBON FUNDING PROPOSAL MAY 31, 2019 Dallas District - Green Ribbon Funding Program Location 1: FM2499 Medians MEDIAN PLANTING: Highly visible in High, Medium & Low Speed Areas Helps decrease glare from oncoming cars Rhythmic Patterns Variety of colors in vegetation & season Enhances Quality of Life Enhances the Identity of Denton Reduces Air, Light and Sound Pollution Reduces Heat Island Effects Contributes to Wildlife Aesthetic Qualities are calming Assists in creating “Place” Assists in wayfinding PLANTING LEGEND CANOPY TREES: Brackens Brown Southern Magnolia, Chinese Pistachio (male), Autumn Blaze Red Maple, ORNAMENTAL TREE: Natchez Crape Myrtle (single trunk), Texas Mountain Laurel, Desert Willow (multi-trunk), Rusty Black- haw, Mexican Buckeye, Mesquite Tree Wildflower Seed mixed with Buffalo Grass Existing Turf Beds for Shrubs, Ornamental Grasses, Perennials & Groundcovers 0 40 80 FM 2499 FM 2499 MEDIAN 6 508 LANDSCAPE MASTERPLAN CITY OF DENTON, TEXAS - GREEN RIBBON FUNDING PROPOSAL MAY 31, 2019 Dallas District - Green Ribbon Funding Program Location 1: FM2499 Medians MEDIAN PLANTING: Highly visible in High, Medium & Low Speed Areas Helps decrease glare from oncoming cars Rhythmic Patterns Variety of colors in vegetation & season Enhances Quality of Life Enhances the Identity of Denton Reduces Air, Light and Sound Pollution Reduces Heat Island Effects Contributes to Wildlife Aesthetic Qualities are calming Assists in creating “Place” Assists in wayfinding PLANTING LEGEND CANOPY TREES: Brackens Brown Southern Magnolia, Chinese Pistachio (male), Autumn Blaze Red Maple, ORNAMENTAL TREE: Natchez Crape Myrtle (single trunk), Texas Mountain Laurel, Desert Willow (multi-trunk), Rusty Black- haw, Mexican Buckeye, Mesquite Tree Wildflower Seed mixed with Buffalo Grass Existing Turf Beds for Shrubs, Ornamental Grasses, Perennials & Groundcovers 0 40 80 FM 2499 FM 2499 MEDIAN 7a 509 LANDSCAPE MASTERPLAN CITY OF DENTON, TEXAS - GREEN RIBBON FUNDING PROPOSAL MAY 31, 2019 Dallas District - Green Ribbon Funding Program MEDIAN PLANTING: Highly visible in High, Medium & Low Speed Areas Helps decrease glare from oncoming cars Rhythmic Patterns Variety of colors in vegetation & season Enhances Quality of Life Enhances the Identity of Denton Reduces Air, Light and Sound Pollution Reduces Heat Island Effects Contributes to Wildlife Aesthetic Qualities are calming Assists in creating “Place” Assists in wayfinding PLANTING LEGEND CANOPY TREES: Brackens Brown Southern Magnolia, Chinese Pistachio (male), Autumn Blaze Red Maple, ORNAMENTAL TREE: Natchez Crape Myrtle (single trunk), Texas Mountain Laurel, Desert Willow (multi-trunk), Rusty Black- haw, Mexican Buckeye, Mesquite Tree Wildflower Seed mixed with Buffalo Grass Existing Turf Beds for Shrubs, Ornamental Grasses, Perennials & Groundcovers FM 2499 FM 2499 MEDIAN 7b 510 LANDSCAPE MASTERPLAN CITY OF DENTON, TEXAS - GREEN RIBBON FUNDING PROPOSAL MAY 31, 2019 Dallas District - Green Ribbon Funding Program MEDIAN PLANTING: Highly visible in High, Medium & Low Speed Areas Helps decrease glare from oncoming cars Rhythmic Patterns Variety of colors in vegetation & season Enhances Quality of Life Enhances the Identity of Denton Reduces Air, Light and Sound Pollution Reduces Heat Island Effects Contributes to Wildlife Aesthetic Qualities are calming Assists in creating “Place” Assists in wayfinding PLANTING LEGEND CANOPY TREES: Brackens Brown Southern Magnolia, Chinese Pistachio (male), Autumn Blaze Red Maple, ORNAMENTAL TREE: Natchez Crape Myrtle (single trunk), Texas Mountain Laurel, Desert Willow (multi-trunk), Rusty Black- haw, Mexican Buckeye, Mesquite Tree Wildflower Seed mixed with Buffalo Grass Existing Turf Beds for Shrubs, Ornamental Grasses, Perennials & Groundcovers FM 2499 FM 2499 MEDIAN 7c 511 LANDSCAPE MASTERPLAN CITY OF DENTON, TEXAS - GREEN RIBBON FUNDING PROPOSAL MAY 31, 2019 Dallas District - Green Ribbon Funding Program Location 1: FM2499 Medians MEDIAN PLANTING: Highly visible in High, Medium & Low Speed Areas Helps decrease glare from oncoming cars Rhythmic Patterns Variety of colors in vegetation & season Enhances Quality of Life Enhances the Identity of Denton Reduces Air, Light and Sound Pollution Reduces Heat Island Effects Contributes to Wildlife Aesthetic Qualities are calming Assists in creating “Place” Assists in wayfinding PLANTING LEGEND CANOPY TREES: Brackens Brown Southern Magnolia, Chinese Pistachio (male), Autumn Blaze Red Maple, ORNAMENTAL TREE: Natchez Crape Myrtle (single trunk), Texas Mountain Laurel, Desert Willow (multi-trunk), Rusty Black- haw, Mexican Buckeye, Mesquite Tree Wildflower Seed mixed with Buffalo Grass Existing Turf Beds for Shrubs, Ornamental Grasses, Perennials & Groundcovers 80 0 40 80 FM 2499 FM 2499 MEDIAN 8a 512 LANDSCAPE MASTERPLAN CITY OF DENTON, TEXAS - GREEN RIBBON FUNDING PROPOSAL MAY 31, 2019 Dallas District - Green Ribbon Funding Program MEDIAN PLANTING: Highly visible in High, Medium & Low Speed Areas Helps decrease glare from oncoming cars Rhythmic Patterns Variety of colors in vegetation & season Enhances Quality of Life Enhances the Identity of Denton Reduces Air, Light and Sound Pollution Reduces Heat Island Effects Contributes to Wildlife Aesthetic Qualities are calming Assists in creating “Place” Assists in wayfinding PLANTING LEGEND CANOPY TREES: Brackens Brown Southern Magnolia, Chinese Pistachio (male), Autumn Blaze Red Maple, ORNAMENTAL TREE: Natchez Crape Myrtle (single trunk), Texas Mountain Laurel, Desert Willow (multi-trunk), Rusty Black- haw, Mexican Buckeye, Mesquite Tree Wildflower Seed mixed with Buffalo Grass Existing Turf Beds for Shrubs, Ornamental Grasses, Perennials & Groundcovers 80 FM 2499 FM 2499 MEDIAN 8b 513 LANDSCAPE MASTERPLAN CITY OF DENTON, TEXAS - GREEN RIBBON FUNDING PROPOSAL MAY 31, 2019 Dallas District - Green Ribbon Funding Program Location 1: FM2499 Medians MEDIAN PLANTING: Highly visible in High, Medium & Low Speed Areas Helps decrease glare from oncoming cars Rhythmic Patterns Variety of colors in vegetation & season Enhances Quality of Life Enhances the Identity of Denton Reduces Air, Light and Sound Pollution Reduces Heat Island Effects Contributes to Wildlife Aesthetic Qualities are calming Assists in creating “Place” Assists in wayfinding PLANTING LEGEND CANOPY TREES: Brackens Brown Southern Magnolia, Chinese Pistachio (male), Autumn Blaze Red Maple, ORNAMENTAL TREE: Natchez Crape Myrtle (single trunk), Texas Mountain Laurel, Desert Willow (multi-trunk), Rusty Black- haw, Mexican Buckeye, Mesquite Tree Wildflower Seed mixed with Buffalo Grass Existing Turf Beds for Shrubs, Ornamental Grasses, Perennials & Groundcovers 0 40 80 FM 2499 FM 2499 MEDIAN 9MEDIAN 9a 514 LANDSCAPE MASTERPLAN CITY OF DENTON, TEXAS - GREEN RIBBON FUNDING PROPOSAL MAY 31, 2019 Dallas District - Green Ribbon Funding Program MEDIAN PLANTING: Highly visible in High, Medium & Low Speed Areas Helps decrease glare from oncoming cars Rhythmic Patterns Variety of colors in vegetation & season Enhances Quality of Life Enhances the Identity of Denton Reduces Air, Light and Sound Pollution Reduces Heat Island Effects Contributes to Wildlife Aesthetic Qualities are calming Assists in creating “Place” Assists in wayfinding PLANTING LEGEND CANOPY TREES: Brackens Brown Southern Magnolia, Chinese Pistachio (male), Autumn Blaze Red Maple, ORNAMENTAL TREE: Natchez Crape Myrtle (single trunk), Texas Mountain Laurel, Desert Willow (multi-trunk), Rusty Black- haw, Mexican Buckeye, Mesquite Tree Wildflower Seed mixed with Buffalo Grass Existing Turf Beds for Shrubs, Ornamental Grasses, Perennials & Groundcovers FM 2499 FM 2499 MEDIAN 9b 515 LANDSCAPE MASTERPLAN CITY OF DENTON, TEXAS - GREEN RIBBON FUNDING PROPOSAL MAY 31, 2019 Dallas District - Green Ribbon Funding Program Location 1: FM2499 Medians MEDIAN PLANTING: Highly visible in High, Medium & Low Speed Areas Helps decrease glare from oncoming cars Rhythmic Patterns Variety of colors in vegetation & season Enhances Quality of Life Enhances the Identity of Denton Reduces Air, Light and Sound Pollution Reduces Heat Island Effects Contributes to Wildlife Aesthetic Qualities are calming Assists in creating “Place” Assists in wayfinding PLANTING LEGEND CANOPY TREES: Brackens Brown Southern Magnolia, Chinese Pistachio (male), Autumn Blaze Red Maple, ORNAMENTAL TREE: Natchez Crape Myrtle (single trunk), Texas Mountain Laurel, Desert Willow (multi-trunk), Rusty Black- haw, Mexican Buckeye, Mesquite Tree Wildflower Seed mixed with Buffalo Grass Existing Turf Beds for Shrubs, Ornamental Grasses, Perennials & Groundcovers 0 40 80 FM 2499 FM 2499 MEDIAN 10a 516 LANDSCAPE MASTERPLAN CITY OF DENTON, TEXAS - GREEN RIBBON FUNDING PROPOSAL MAY 31, 2019 Dallas District - Green Ribbon Funding Program MEDIAN PLANTING: Highly visible in High, Medium & Low Speed Areas Helps decrease glare from oncoming cars Rhythmic Patterns Variety of colors in vegetation & season Enhances Quality of Life Enhances the Identity of Denton Reduces Air, Light and Sound Pollution Reduces Heat Island Effects Contributes to Wildlife Aesthetic Qualities are calming Assists in creating “Place” Assists in wayfinding PLANTING LEGEND CANOPY TREES: Brackens Brown Southern Magnolia, Chinese Pistachio (male), Autumn Blaze Red Maple, ORNAMENTAL TREE: Natchez Crape Myrtle (single trunk), Texas Mountain Laurel, Desert Willow (multi-trunk), Rusty Black- haw, Mexican Buckeye, Mesquite Tree Wildflower Seed mixed with Buffalo Grass Existing Turf Beds for Shrubs, Ornamental Grasses, Perennials & Groundcovers FM 2499 FM 2499 MEDIAN 10b 517 LANDSCAPE MASTERPLAN CITY OF DENTON, TEXAS - GREEN RIBBON FUNDING PROPOSAL MAY 31, 2019 Dallas District - Green Ribbon Funding Program Location 1: FM2499 Medians MEDIAN PLANTING: Highly visible in High, Medium & Low Speed Areas Helps decrease glare from oncoming cars Rhythmic Patterns Variety of colors in vegetation & season Enhances Quality of Life Enhances the Identity of Denton Reduces Air, Light and Sound Pollution Reduces Heat Island Effects Contributes to Wildlife Aesthetic Qualities are calming Assists in creating “Place” Assists in wayfinding PLANTING LEGEND CANOPY TREES: Brackens Brown Southern Magnolia, Chinese Pistachio (male), Autumn Blaze Red Maple, ORNAMENTAL TREE: Natchez Crape Myrtle (single trunk), Texas Mountain Laurel, Desert Willow (multi-trunk), Rusty Black- haw, Mexican Buckeye, Mesquite Tree Wildflower Seed mixed with Buffalo Grass Existing Turf Beds for Shrubs, Ornamental Grasses, Perennials & Groundcovers 0 40 80 FM 2499 FM 2499 MEDIAN 11 518 Dallas District - Green Ribbon Funding Program LANDSCAPE MASTERPLAN CITY OF DENTON, TEXAS - GREEN RIBBON FUNDING PROPOSAL MAY 31, 2019LOCATION 1100 161 6017 Compost Manufactured Soil CY 463.56 37.2 $17,244.43 200 168 6001 Vegetative Watering MG 1000 9 $9,000.00 300 170 6002 Irrigation System Type I LS 1 180000 $180,000.00 400 180 6001 Wildflower Seeding AC 0.073 5000 $365.00 500 192 6002 Plant Material (1 gal)EA 4645 12 $55,740.00 600 192 6003 Plant Material (3 gal)EA 426 18 $7,668.00 700 192 6012 Mulch - Cypress No-Float CY 170.61 27 $4,606.47 800 192 6016 Planting Bed Prep SY 3211 3.25 $10,435.75 900 192 6046 Plant Material 3” B&B EA 126 410 $51,660.00 1000 192 6044 Plant Material 2” B&B Multi-Trunk EA 84 325 $27,300.00 1100 192 6097 Concrete Landscape Edge (12”)LF 3435 26 $89,310.00 1200 193 6001 Plant Maintenance MO 9 2000 $18,000.00 1300 193 6007 Irrigation System Operation Maintenance MO 9 300 $2,700.00 1400 500 6001 Mobilization LS 1 94824 $94,824.00 1500 502 2001 Barricade Signs and Traffic MO 9 1400 $12,600.00 1600 1005 6001 Loose Aggregate for Groundcover CY 53.1 100 $5,310.00 1700 506 6041 Biodegradeable Erosion Control Log Install LF 2375 15 $35,625.00 1800 506 6043 Biodegradeable Erosion Control Log Rem.LF 2375 15 $35,625.00 1900 110 6003 Grading Earthwork; 7” Excavation of Soil CY 463.56 15 $6,953.40 2000 618 6034 Bores LF 3261 18 $58,698.00 2100 6185 6001 TMA EA 2 5000 $10,000.00 TOTAL $733,665.05 LINE NO. ITEM NO. DESC CODE SS.P.NO. DESCRIPTION UNIT ESTIMATED PRICE PER UNIT AMOUNT 519 Dallas District - Green Ribbon Funding Program LANDSCAPE MASTERPLAN CITY OF DENTON, TEXAS - GREEN RIBBON FUNDING PROPOSAL MAY 31, 2019 TASK COMPLETION Pre-Design Phase Design Phase Construction Phase Project Acceptance Notification PS&E NTP (Council Approval) Construction Mobilization TxDOT 60% PS&E Submittal Location 1 - PunchlistOverall Project Acceptance TxDOT Bid Letting TxDOT Coordination Meeting 30% PS&E Submittal Location 1 - Site Clearing, Prep & Grading 95% PS&E Submittal Construction Contract Award Advanced Funding Agreement (AFA) to City TxDOT 30% PS&E jSubmittal Location 1 - Irrigation Installation TxDOT 95% Submittal Town Aproval of AFA 60% PS&E Submittal Location 1 - Landscape Installation 100% PS&E Completion JUNE 28 2019 TBD TBD TBD TBDTBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD TBD 520 Dallas District - Green Ribbon Funding Program LANDSCAPE MASTERPLAN CITY OF DENTON, TEXAS - GREEN RIBBON FUNDING PROPOSAL MAY 31, 2019 FM2181 US77 US77 US 377 Loop 288 US380 521 Dallas District - Green Ribbon Funding Program LANDSCAPE MASTERPLAN CITY OF DENTON, TEXAS - GREEN RIBBON FUNDING PROPOSAL MAY 31, 2019 LOCATION - US380 FY 2019 Green Ribbon We were fortunate to receive one of the FY2019 Green Ribbon Awards. This project is in progress so we do not have photographs at this point. 522 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-594,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton releasing,abandoning,and vacating (i)a 0.031 acre public utility easement granted to the City of Denton by Bell Commercial,Ltd.,recorded as Instrument No. 2006-19681 in the Real Property Records of Denton County,Texas and (ii)a 0.017 acre public utility easement granted to the City of Denton by Demab Corporation,recorded as Instrument No.2007-36481 in the Real Property Records of Denton County,Texas;providing for severability and an effective date.(Sonic &Murphy Oil Addition, Utility Easement abandonments - Mark Laird) City of Denton Printed on 4/2/2021Page 1 of 1 powered by Legistar™523 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Development Services ICM: Sara Hensley DATE: April 6, 2021 SUBJECT Consider adoption of an ordinance of the City of Denton releasing, abandoning, and vacating (i) a 0.031 acre public utility easement granted to the City of Denton by Bell Commercial, Ltd., recorded as Instrument No. 2006-19681 in the Real Property Records of Denton County, Texas and (ii) a 0.017 acre public utility easement granted to the City of Denton by Demab Corporation, recorded as Instrument No. 2007-36481 in the Real Property Records of Denton County, Texas; providing for severability and an effective date. (Sonic & Murphy Oil Addition, Utility Easement abandonments – Mark Laird) BACKGROUND Murphy Oil USA, Inc., a Delaware corporation “Owner”, has made a formal request for the City of Denton to abandon two public utility easements as they encumber the owner’s property located within the development known as the Sonic & Murphy Oil Addition. The site is located at the northwest intersection of Loop 288 and McKinney Street. The property was recently platted and was filed for public record on August 21, 2020 with the Denton County Clerk under Instrument No. 2020-289, Plat Records, Denton County, Texas. An additional utility easement for the site was recorded under Denton County Clerk Instrument No. 2020-7729, Real Property Records, Denton County, Texas. The utility easements that are being requested for abandonment were dedicated to the City of Denton in 2006 and 2007 for the benefit of a sanitary sewer facilities that served the subject property and the adjacent north property. With the development of the site and the required public improvements, the sanitary sewer line was removed and relocated into a new area. New utility easements were dedicated by the recently filed plat and an additional utility easement by separate instrument for the relocated sanitary sewer facilities. City Staff has inspected and accepted all public improvements for the site which included the relocation of the sanitary sewer facilities. The easements requested for abandonment have been vetted by City Staff. The examination found the abandonment easements are no longer necessary or required for any current or future City utility projects. Since the abandonment easements are excess, the subject request is being made to clear the encumbrances from the subject property. Staff recommends the abandonment of the subject easements. Staff performs an analysis on the request for abandonments as follows: ▪Is the easement tract requested for abandonment considered “excess easement”? ▪Does the easement tract requested for abandonment have a continued public use? ▪Is it the best interests of the general public to abandon the government’s rights in the subject abandonment tract? City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 524 ▪Would the granting of this request establish a precedent for future abandonment requests? Staff findings on this analysis are as follows: 1. The requested utility easements known as the abandonment tracts, do fit the criteria of “excess easement.” Excess easement is defined as: Property rights acquired or used by the City for easement subsequently declared excess (not needed for any electric facility project, the continuation of operation and maintenance of electric facilities, and/or no foreseeable electric improvement applications in the future). 2. No, the utility easements are not slated for utilization for any future pubic facilities. 3. The utility easement abandonment tracts, are in the public’s best interests, because the area for the subject abandonment is no longer needed for public facilities and the area encumbered can be freed up for other uses. 4. This abandonment will not set a precedent, because the above three standards have been met. OPTIONS 1. Approve the proposed ordinance. 2. Decline to approve the proposed ordinance. 3. Table for future consideration. RECOMMENDATION Staff recommends approval of the ordinance. ESTIMATED SCHEDULE OF PROJECT Spring of 2021. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Sonic & Murphy Oil Addition, Final Plat approval by Planning & Zoning on August 5, 2020. FISCAL INFORMATION All costs associated with the processing of the abandonment request are being borne by the Owner. EXHIBITS 1. Agenda information sheet 2. Location map 3. Site map 4. Project narrative 5. Subject easements requested for abandonment 6. Property owners’ deeds 7. Corporation member list 8. Ordinance Respectfully submitted: Richard Cannone Deputy Director of Development Services Prepared by: 525 Mark A. Laird Associate Planner 526 ELMM IN G O I-35ELOCUSTBELL MCKINNEY U N IV E R S IT Y LOOP 288AUDRAPAISLEY CARROLLBOLIVARDALLAS OAKCOIT HICKORY SPENCERANNAPRAIRIE MORSESHERMANSYCAMORE WOODROWI-35E SERVICE RD S H A D Y O A K SFRAMEMACKAUSTINCHEBI TEASLEYWOODOAK MILL HILLEAGLE VINEOAKLANDWILSON NOTTINGHAMDUNCANMULBERRYDENISON RUDDELLNOLENMULKEYDUCHESS KERLEY INMAN CREEK LATTIMORE CARDINALPRIVATE CORONADO BAYFIELDRUTH MAYHILLEGAN TEXAS MISTYWOOD GLENWOODBRI NKERWOODLAND LAKEYHETTIEJANNIEPACEOLD NORTHBELLAIREBRIDGESPEACH KIMBERLYJOHNSONOAKSHIRE GOODWAYNE LEEPACO CAMPBELLMIMOSA ANYSA ORR SUNSET OAK TREEHIGHLAND DANA ROBERTS SMITH C O L O R AD O LINWOOD STOCKTONGREENWOOD BOYDMYRTLESAM BASSDEER MARKET VIRGINIA P R O M IN E N C ECRAIG COOKBRADSHAWTHIRD MOCKINGBIRDSTROUD SPRINGTREECOLLEGE HOLLAND FOREST CENTRE PLACEROSET Y L E R LANELONGMEADOWBLAKESAN GABRIEL CHAPEL NEWTONNEWPORT WAINWRIGHTSANTA FE LIBERTYHOLLYHILL FREEDOMN I-35E Ramp BALDWINNAVAJOSIMMONS AVE SREEDSI RI USTERRY WILLIS CANYONCLEVELANDTROY H LAGRONE BRANDYWINE TWILIGHT GROVE HERITAGE WAGON TRAIL KENT EDGEWOOD CLUB HOUSEP R IV A T ELOCUSTPRAIRIE U N IV E R S IT Y MORSELOOP 288SMITH I-35E PRIVATEPRIVATEPR IVATE WOODTEASLEYS H A D Y O A K S P R I V A T EFRAME PRIVATEMAYHILLNTS LOCATION MAP Exhibit 2 to AIS 2,100 0 2,100 4,200 6,3001,050 Feetµ SITE DOWNTOWNDENTON SONIC & MURPHY OIL ADDITIONEASEMENT ABANDONMENT REQUEST 527 528 Project Narrative Purpose: Project Narrative Property Description: Murphy Oil Fuel Station located at 101 N Loop 288, Denton, TX 76209. SUMMARY This document shall serve as the Project Narrative to the City of Denton for the Building Permit Application submitted by JM Civil Engineer acting as applicant on behalf of the current owner Murphy Oil USA, Inc. The current site is a vacant lot, which we are proposing to construct a new fuel station. The proposed fuel station will include a 2,800 square foot building, new canopy, and 8 fuel dispensers along with associated parking and utilities. This property is zoned SS- Suburban Corridor in which a fuel station is permitted. REASONS FOR EASEMENT ABANDONMENT Proposed abandonment of Ex. 16’ Utility easement DCCI No. 2006-19681 and Ex. 16’ Wide Utility Easement DCCI No. 2007-0036481. The current easements encompass an existing 6” sanitary sewer line. This sewer line will be relocated and new 16’ wide easement proposed. The relocation of the sewer line is necessary to allow for the construction if the building. The new sanitary sewer line will be constructed, tested and ensured that is in working condition prior to removal of the existing sanitary sewer line. The construction start date will depends on the plat approval FR20-0009 and civil plans approval CEP20-0030. CONCLUSION As described above, the proposed Murphy Oil fuel station appears to be consistent and in compliance with the City of Denton land use plan and should not adversely affect the adjacent properties. The proposed new building, canopy, and additional landscaping should greatly improve the image of the site while continuing to offer the residents of Denton easy access to the goods and services provided by Murphy Oil. 529 530 531 532 533 534 535 536 537 538 539 540 541 542 543 544 545 546 547 548 549 550 551 552 553 554 555 556 ORDINANCE NO. ______________ AN ORDINANCE OF THE CITY OF DENTON RELEASING, ABANDONING, AND VACATING (i) A 0.031 ACRE PUBLIC UTILITY EASEMENT GRANTED TO THE CITY OF DENTON BY BELL COMMERCIAL, LTD., RECORDED AS INSTRUMENT NO. 2006-19681 IN THE REAL PROPERTY RECORDS OF DENTON COUNTY, TEXAS AND (ii) A 0.017 ACRE PUBLIC UTILITY EASEMENT GRANTED TO THE CITY OF DENTON BY DEMAB CORPORATION, RECORDED AS INSTRUMENT NO. 2007-36481 IN THE REAL PROPERTY RECORDS OF DENTON COUNTY, TEXAS; PROVIDING FOR SEVERABILITY AND AN EFFECTIVE DATE. WHEREAS, the City of Denton (“City”) is the holder of (i) a Public Utility Easement granted by Bell Commercial, Ltd., recorded as Instrument No. 2006-19681 in the Real Property Records of Denton County, Texas and (ii) a Public Utility Easement granted to the City of Denton by Demab Corporation, recorded as Instrument No. 2007-36481 in the Real Property Records of Denton County, Texas (collectively, the “Subject Easements”); and WHEREAS, Murphy Oil USA, Inc., a Delaware corporation (“Owner”), has represented to the City that it is the owner of the property subject to the Subject Easements; and WHEREAS, the Owner has requested the City to release, abandon, and vacate the Subject Easements in their entirety as the Subject Easements are no longer necessary because the infrastructure that was in the Subject Easements has been removed, alternative easements have been received from the Owner as described and depicted on the Replat of Lots 1 & 7R1, Block A, Sonic & Murphy Oil Addition, filed in the Official Records of Denton County, Texas as Document Number 2020-289, and the site utility infrastructure has been constructed and accepted by City staff; and WHEREAS, City staff reviewed the request of the Owner, determined that, with the alternative easements and newly constructed infrastructure, the Subject Easements are no longer necessary, and recommends the they be released, abandoned, and vacated in their entirety; and WHEREAS, the City Council of the City of Denton finds it is in the public interest to release, abandon, and vacate the Subject Easements; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The recitations and finding set forth above are incorporated herein by reference. SECTION 2. The followings Easements held by the City of Denton are released, abandoned, and vacated in their entirety: a. Public Utility Easement granted by Bell Commercial, Ltd., recorded as Instrument No. 2006-19681 in the Real Property Records of Denton County, Texas; and b. Public Utility Easement granted to the City of Denton by Demab Corporation, recorded as Instrument No. 2007-36481 in the Real Property Records of Denton County, Texas. 557 Page 2 SECTION 3. The City Manager, or her designee, is authorized to execute a release document evidencing the abandonment of the Subject Easements, suitable for recordation in the Real Property Records of Denton County, Texas. SECTION 4. Notwithstanding anything to the contrary contained in this Ordinance, the City of Denton retains and reserves any and all easements, rights of way, and any other rights or interests, other than the Subject Easements released, abandoned, and vacated in Section 2 above, whether acquired, obtained, owned, or claimed by the City of Denton or public, by, through, or under conveyance, dedication by plat, or other express dedication, implied dedication, prescription, or by any other manner or means, in or to lands in which the Subject Easements may cover, encumber, include, cross, or overlap. SECTION 5. The provisions of this Ordinance are severable, and the invalidity of any phrase, clause, or part of this Ordinance shall not affect the validity or effectiveness of the remainder of the Ordinance. SECTION 6. This Ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by __________________________ and seconded by _________________________________, the ordinance was passed and approved by the following vote [___ - ___]: Aye Nay Abstain Absent 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 558 Page 3 ATTEST: ROSA RIOS, CITY SECRETARY BY: _________________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: __________________________________ 559 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-602,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,Texas,authorizing the Interim City Manager,or her designee,to approve a HIPAA Business Associate Agreement with XFERALL LLC,to provide a mobile application that serves to automate the patient transfer process between the Denton Police Department Mental Health Division Crisis Intervention Response Team and behavioral health facilities;and providing an effective date. City of Denton Printed on 4/2/2021Page 1 of 1 powered by Legistar™560 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Police CM/ DCM/ ACM: Frank Dixon, Interim Assistant City Manager DATE: April 6, 2021 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas, authorizing the Interim City Manager, or her designee, to approve a HIPAA Business Associate Agreement with XFERALL LLC, to provide a mobile application that serves to automate the patient transfer process between the Denton Police Department Mental Health Division Crisis Intervention Response Team and behavioral health facilities; and providing an effective date. BACKGROUND XFERALL is an innovative mobile application that automates the process of transferring acute care and behavioral health patients to the appropriate facility for treatment. XFERALL is a free service with zero costs associated with its use. The XFERALL mobile application removes the need for lengthy phone calls and allows users to share patient information instantly with many behavioral health facilities in North Texas. The Denton County local mental health authority, the MHMR Center, University of Behavioral Health of Denton Hospital, and Mayhill Hospital utilize XFERALL. The service will allow the Denton Police Department (DPD) Crisis Intervention Response Team (CIRT) to quickly provide patient information obtained from a police department call for service regarding an individual in crisis, to MHMR and local hospitals. The protected health information provided to XFERALL includes the patient’s name, location, date of birth, sex, diagnoses, and other information provided in free-text notes or image scans. No protected health information is stored on the client device and user/client authentication is required to sign in. XFERALL will allow facilities to be informed of incoming patients and for facilities to communicate quickly if they can treat the individuals in crisis. This will reduce the amount of time spent on crisis calls trying to determine where to take a patient and will increase the efficiency of the CIRT’S response. XFERALL provides on-going account management with experienced healthcare clinicians and 24/7 technical support. This Business Associate Agreement will ensure that the confidentiality of protected health information provided by the Denton Police Department’s Mental Health Division Crisis Intervention Response Team to behavioral health facilities is maintained. RECOMMENDATION Staff recommends approval of this ordinance. PRIOR ACTION/REVIEW (Council, Boards, Commissions) None City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 561 FISCAL INFORMATION There is no cost to the City of Denton. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: LLC Members Exhibit 3: Ordinance and HIPPA Business Associate Agreement Respectfully submitted: Elisa Howell Sergeant Prepared by: Elisa Howell Sergeant Mental Health Division 562 563 S:\Legal\Our Documents\Ordinances\21\Ordinance Xferall (3).docx ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AUTHORIZING THE INTERIM CITY MANAGER, OR HER DESIGNEE, TO APPROVE A HIPAA BUSINESS ASSOCIATE AGREEMENT WITH XFERALL LLC, TO PROVIDE A MOBILE APPLICATION THAT SERVES TO AUTOMATE THE PATIENT TRANSFER PROCESS BETWEEN THE DENTON POLICE DEPARTMENT MENTAL HEALTH DIVISION CRISIS INTERVENTION RESPONSE TEAM AND BEHAVIORAL HEALTH FACILITIES; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton Police Department has created a Mental Health Division Crisis Intervention Response Team (“Response Team”) to assist individuals experiencing a crisis or otherwise needing mental health services; and WHEREAS, the Response Team may determine that it is in the best interests of the individual experiencing a crisis or otherwise needing mental health services that treatment in an appropriate Behavioral Health Facility is warranted; and WHEREAS, XFERALL LLC, is a limited liability corporation that provides a free mobile application that serves to automate the patient transfer process for individuals in crisis or otherwise needing mental health services that allows the sharing of Protected Health Information (“PHI”) between the Response Team and XFERALL; and WHEREAS, the Health Insurance Portability and Accountability Act of 1996 (“HIPPA”), the Federal Health Information Technology for Economic and Clinical Health Act of 2009 (the “HITECH Act”), and existing privacy and security standards of 45 Code of Federal Regulations Parts 160 and 164 imposes certain privacy and security obligations on Business Associates, like XFERALL, receiving PHI from the Response Team; and WHEREAS, a Business Associate Agreement is required to ensure the privacy and security of PHI shared by a Covered Entity, as defined by HIPPA, and a Business Associate like XFERALL; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings set forth in this Ordinance are hereby in all things approved. SECTION 2: It is in the best interests of the City of Denton, the community it serves, and individuals in crisis or in need of mental health services, that the City Council hereby approves the use of the XFERALL mobile application by the Response Team. 564 S:\Legal\Our Documents\Ordinances\21\Ordinance Xferall (3).docx SECTION 3: While the Response Team is not considered a Covered Entity for HIPPA purposes, the City Council finds that it is in the best interests of individuals in crisis or in need of mental health services that the City of Denton and XFERALL enter into a Business Associate Agreement to ensure the security and privacy of PHI shared between the Response Team and XFERALL. SECTION 4. The City Council hereby approves the Interim City Manager or her designee, on behalf of the City of Denton, executing a Busines Associate Agreement in the form of Exhibit “A” of this Ordinance with XFERALL. SECTION 5. The use of the XFERALL mobile application and the Business Associate Agreement are effective April 1, 2021 through March 31, 2022, and shall automatically renew for successive one-year periods unless terminated in accordance with the terms of the Business Associate Agreement, without further action required by the City Council. SECTION 6. The Interim City Manager or her designee is authorized to amend the Business Associate Agreement as needed and consistent with its intent and applicable federal law without further action required by the City Council. SECTION 7. To the extent any Ordinance previously adopted by the City Council is inconsistent with this Ordinance, it is hereby superseded. SECTION 8. If any one or more sections or clauses of this Ordinance is judged to be unconstitutional or invalid, such judgment shall not affect, impair, or invalidate the remaining provisions of this Ordinance and the remaining provisions of the Ordinance shall be interpreted as if the offending section or clause never existed. SECTION 9. 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 565 566 1 HIPAA BUSINESS ASSOCIATE AGREEMENT This HIPAA Business Associate Agreement is made the ____ day of __________ 20__, ("Effective Date"), by and between _________________________ with an address of _______________________________________________ (“Covered Entity”) and XFERALL, LLC with an address at 111 Congress Ave., Ste. 400, Austin, TX 78701 (“Business Associate”). ARTICLE 1 Applicability 1.1 Business Associate provides a mobile application that serves to automate the patient transfer process. During the course of the performance of such services, Business Associate may have access to certain individually identifiable health information maintained by Covered Entity. This Agreement applies to all present and future contracts and relationships between Covered Entity and Business Associate, written or unwritten, formal or informal, in which Covered Entity provides any Protected Health Information to Business Associate in any form whatsoever. As of the Effective Date, this Agreement automatically amends all existing agreements between Business Associate and Covered Entity involving the use or disclosure of Protected Health Information. This Agreement shall automatically be incorporated in all subsequent agreements between Business Associate and Covered Entity involving the use or disclosure of Protected Health Information, in which a business associate relationship exists, whether or not specifically referenced therein. In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of any other agreement between Business Associate and Covered Entity, the provisions of this Agreement shall control unless Covered Entity specifically agrees to the contrary in writing. 1.2 Business Associate acknowledges that the provisions of the Federal Health Information Technology for Economic and Clinical Health Act (the “HITECH Act”) of 2009 imposes certain privacy and security obligations on Business Associate under the HITECH Act and under existing privacy and security standards at 45 Code of Federal Regulations Parts 160 and 164. ARTICLE 2 Terms Used in this Agreement 2.1 “Breach” means the acquisition, access, use, or disclosure of protected health information in a manner not permitted under the Privacy Standards of the HIPAA Regulations which compromises the security or privacy of the protected health information. (a) For purposes of this definition, compromises the security or privacy of the protected health information means poses a significant risk of financial reputational, or other harm to the individual; (b) A use or disclosure of protected health information that does not include the 22nd 21 601 E. Hickory, Suite E , Denton, TX 76205 March City of Denton Police Department EXHIBIT A 567 2 identifiers listed at § 164.514(e)(2) of the HIPAA Regulations; date of birth, and zip code does not compromise the security or privacy of the protected health information. Breach excludes: (a) Any unintentional acquisition, access, or use of protected health information for a workforce member or person acting under the authority of a covered entity or a business associate, if such acquisition, access or use was made in good faith and within the scope of authority and does not result in further use or disclosure in a manner not permitted under the Privacy Standards of the HIPAA Regulations. (b) Any inadvertent disclosure by a person who is authorized to access protected health information at a covered entity or business associate to another person authorized to access protected health information at the same covered entity or business associate, or organized health care arrangement in which the covered entity participates, and the information received as a result of such disclosure is not further used or disclosed in a manner not permitted under subpart E of the HIPAA Regulations. (c) A disclosure of protected health information where a covered entity or business associate has a good faith belief that an unauthorized person to whom the disclosure was made would not reasonably have been able to retain such information. 2.2 "Designated Record Set" means a group of records maintained by or for Covered Entity that is: (a) The medical records and billing records about the individuals maintained by or for the Covered Entity; (b) The enrollment, payment, claims adjudication, and case or medical management record systems maintained by or for a health plan; or (c) Used, in whole or in part, by or for the Covered Entity to make decisions about individuals. As used in this Agreement, the term "record" means any item, collection or grouping of information that includes Protected Health Information and is maintained, collected, used or disseminated by or for the Covered Entity. 2.3 "Electronic Protected Health Information or EPHI" means Protected Health Information transmitted by or maintained in electronic media. 2.4 "Individually Identifiable Health Information" means information that is a subset of health information, including demographic information collected from an individual, and: (a) Is created or received by a health care provider, health plan, employer, or health care clearinghouse; and (b) Relates to the past, present or future physical or mental health or condition of an individual; the provision of health care to an individual; or the past, present or future payment for the provision of health care to an individual; and (1) Identifies the individual; or 568 3 (2) With respect to which there is a reasonable basis to believe the information can be used to identify the individual. 2.5 "Privacy Standards" means the Standards for Privacy of Individually Identifiable Health Information, 45 CFR Part 160 and Part 164, subparts A and E. 2.6 "Protected Health Information or PHI" means Individually Identifiable Health Information that is: (a) Transmitted by electronic media; (b) Maintained in any electronic medium; or (c) Transmitted or maintained in any other form or medium. 2.7 "Security Standards" means the Security Standards for Protection of Electronic Protected Health Information, 45 CFR Part 160 and Part 164, subparts A and C. 2.8 “Unsecured Health Information” means Protected Health Information that is not rendered unusable, unreadable, or indecipherable to unauthorized individuals through the use of a technology or methodology specified by the Secretary in the guidance issued under Section 13402(h)(2) of Public Law 111-5 (HITECH Act) on the HHS website. 2.9 Terms used but not otherwise defined in this Agreement shall have the same meaning as those terms in the HIPAA Privacy Standards and Security Standards. ARTICLE 3 Obligations of Business Associate 3.1 Use of Protected Health Information. Business Associate may use or disclose Protected Health Information only as necessary to fulfill Business Associate's obligations under the Main Agreement or this Agreement or as required by law. Business Associate shall use and disclose Protected Health Information only if such use or disclosure is in compliance with each applicable requirement of the Privacy Standards set forth at 45 C.F.R. §164.504(e). Business Associate shall not, and shall ensure that its directors, officers, employees, contractors and agents do not, use Protected Health Information received from the Covered Entity in any manner that would constitute a violation of the Privacy Standards if used by the Covered Entity, except that Business Associate may use Protected Health Information (1) for Business Associate's proper services under the Agreement, or (2) to carry out its legal responsibilities. 3.2 Privacy Standards Requirements. Business Associate shall comply with the HIPAA Privacy Standards to the same extent required by Covered Entities (as that term is defined by 45 CFR § 160.103) as required by the HITECH Act §§ 13401 and 13404. 3.3 Disclosure of Protected Health Information. Business Associate shall not, and shall ensure that its directors, officers, employees, contractors and agents do not, disclose Protected Health Information received from the Covered Entity in any manner that 569 4 would constitute a violation of the Privacy Standards if disclosed by the Covered Entity. To the extent Business Associate discloses Protected Health Information to a third party, Business Associate must obtain, prior to making any such disclosure: (1) reasonable assurances from such third party that such Protected Health Information will be held confidential as provided pursuant to this Agreement and only disclosed as required by law or for the purposes for which it was disclosed to such third party; and (2) an agreement from such third party to immediately notify Business Associate of any breaches of the confidentiality of the Protected Health Information to the extent it has obtained knowledge of such breach. Business Associate shall disclose to its subcontractors, agents or other third parties, and request from Covered Entity, only the minimum PHI necessary to perform or fulfill a specific function required or permitted hereunder. 3.4 Safeguards Against Misuse of Information. Business Associate agrees that it will implement all appropriate safeguards to prevent the use or disclosure of Protected Health Information other than pursuant to the terms and conditions of this Agreement. 3.5 Reporting of Disclosures of Protected Health Information. Business Associate shall, within five (5) days of becoming aware of a disclosure of Protected Health Information in violation of this Agreement by Business Associate, its officers, directors, employees, contractors or agents, or by a third party to which Business Associate disclosed Protected Health Information pursuant to Section 3.3 of this Agreement, report any such disclosure to the Covered Entity. 3.6 Breach Notification. Business Associate shall comply with requirements for notification of Covered Entity of Breach of Unsecured PHI as provided in 45 CFR § 164.400 et.seq. 3.7 Mitigation. Business Associate shall mitigate, to the extent practicable, any harmful effect that is known to Business Associate arising from a use or disclosure of Protected Health Information by Business Associate in violation of the requirements of this Agreement or of Federal or state law or regulation. 3.8 Agreements with Third Parties. Business Associate shall enter into an agreement with any agent or subcontractor that will have access to Protected Health Information that is received from, or created and received by Business Associate on behalf of the Covered Entity, pursuant to which such agent or subcontractor agrees to be bound by the same restrictions, terms and conditions that apply to Business Associate pursuant to this Agreement with respect to such Protected Health Information. 3.9 Access to Information. Within five (5) days of a request by the Covered Entity for access to Protected Health Information about an individual contained in a Designated Record Set, Business Associate shall make available to the Covered Entity such Protected Health Information for so long as such information is maintained by Business Associate in the Designated Record Set. In the event any individual requests access directly from Business Associate to Protected Health Information received from, 570 5 or created or received by Business Associate on behalf of, the Covered Entity, Business Associate shall within two (2) days forward such request to the Covered Entity. Any denials of access to the Protected Health Information requested shall be the responsibility of the Covered Entity. If requested by Covered Entity, Business Associate agrees to comply with covered Entity’s request to accommodate an individual’s access to his or her PHI. 3.10 Availability of Protected Health Information for Amendment. Within ten (10) days of receipt of a request from the Covered Entity for the amendment of an individual's Protected Health Information or a record regarding an individual contained in a Designated Record Set (for so long as Business Associate maintains the Protected Health Information in the Designated Record Set), Business Associate shall provide such information to the Covered Entity for amendment and incorporate any such amendments in the Protected Health Information as required by 45 CFR § 164.526. 3.11 Accounting of Disclosures. (a) Within ten (10) days of notice by the Covered Entity to Business Associate that it has received a request for an accounting of disclosures of Protected Health Information regarding an individual during the six (6) years prior to the date on which the accounting was requested, Business Associate shall make available to the Covered Entity such information as is in Business Associate's possession and is required for the Covered Entity to make the accounting required by 45 CFR § 164.528. (b) At a minimum, Business Associate shall provide the Covered Entity with the following information: (1) The date of the disclosure; (2) The name of the entity or person who received the Protected Health Information, and if known, the address of such entity or person; (3) A brief description of the Protected Health Information disclosed; and (4) A brief statement of the purpose of such disclosure which includes an explanation of the basis for such disclosure. (c) In the event the request for an accounting is delivered directly to Business Associate, Business Associate shall within two (2) days forward such request to the Covered Entity. It shall be the Covered Entity's responsibility to prepare and deliver any such accounting requested. (d) Business Associate hereby agrees to implement an appropriate recordkeeping process to enable it to comply with the requirements of this Section. 3.12 Availability of Books and Records. Business Associate hereby agrees to make its internal practices, books and records relating to the use and disclosure of Protected Health Information received from, or created or received by Business Associate on behalf of, the Covered Entity available to the Secretary of the Department of Health and Human Services for purposes of determining the Covered Entity's and Business Associate's compliance with the Privacy Standards. 571 6 ARTICLE 4 Security of Electronic Protected Health Information 4.1 Security Safeguards. Business Associate shall implement administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of the electronic protected health information that Business Associate creates, receives, maintains or transmits on behalf of the Covered Entity as required by the Security Standards. Business Associate will ensure that any agent, including a subcontractor, to whom Business Associate provides electronic protected health information created, received, maintained or transmitted on behalf of Covered Entity agrees to implement reasonable and appropriate safeguards to protect that information. 4.2 Security Rule Provisions. Business Associate shall comply specifically with HIPAA Security Rule provisions relating to: (a) Administrative Safeguards (45 CFR § 164.308); (b) Physical Safeguards (45 CFR § 164.310); (c) Technical Safeguards (45 CFR § 164.312); and (d) Policies and Documentation (45 CFR § 164.316). 4.3 Reporting of Security or Privacy Breaches. Business Associate shall, within five (5) days of becoming aware of a security or privacy breach by Business Associate, its officers, directors, employees, contractors or agents, or by a third party to which Business Associate provided electronic protected health information, report any such breach to the Covered Entity. 4.4 Safeguards for Protection of PHI. Without limiting any other requirements set forth in this Agreement, Business Associate agrees that it (a) will protect and safeguard from any verbal and written disclosure all confidential information regardless of the type of media on which it is stored (e.g. paper, fiche, electronic files, etc. ) with which it may come into contact in accordance with applicable statutes and regulations, including but not limited to HIPAA; (b) implement and maintain appropriate policies and procedures to protect and safeguard the PHI; (c) use appropriate safeguards to prevent use and disclosure of PHI other than as permitted by this agreement or as required by law. Business Associate acknowledges that Covered Entity is relying on the administrative, physical, and security safeguards of Business Associate in selecting Business Associate to provide services. ARTICLE 5 Term and Termination 5.1 Term. The Term of this Agreement shall begin upon the Effective Date and shall terminate when all of the Protected Health Information provided by Covered Entity to Business Associate, or created or received by Business Associate on behalf of Covered Entity, is destroyed or returned to Covered Entity, or if it is infeasible to return or destroy Protected Health Information, protections are extended to such information. 572 7 5.2 Destruction of PHI. At the termination of the Agreement for whatever reason, Business Associate agrees to return or certify that it has destroyed all Protected Health Information received from, or created or received by Business Associate on behalf of Covered Entity and will not retain any copies. If return or destruction is not feasible, Business Associate agrees to an extension of the protections of this Agreement for as long as necessary to protect Covered Entity’s Protected Health Information and to limit further uses and disclosures to those purposes that make the return or destruction of Covered Entity’s Protected Health Information unfeasible. 5.3 Consequences of Breach by Business Associate. On Covered Entity’s learning of a material breach of this Agreement by Business Associate, Covered Entity shall provide an opportunity for Business Associate to cure the breach or end the violation. If Business Associate does not cure the breach or end the violation within fourteen (14) days of being notified by Covered Entity, or if cure or ending the violation is not possible, Covered Entity may terminate this Agreement and those portions of the Main Agreement that involve the disclosure to Business Associate of Covered Entity’s Protected Health Information, or, if non-severable, the Main Agreement. ARTICLE 6 Miscellaneous 6.1 Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits Covered Entity to comply with HIPAA and its applicable implementing regulation. 6.2 Notices. All notices pursuant to this Agreement must be given in writing and shall be effective when received if hand-delivered or sent by facsimile or upon dispatch if sent by a reputable overnight delivery service or by U.S. Mail, certified, return receipt requested and addressed as follows: To Covered Entity: City of Denton Police Department ATTN: Chief Frank Dixon 601 E. Hickory, Suite E Denton, TX 76205 To Business Associate: XFERALL, LLC ATTN: Privacy Officer 111 Congress Ave., Ste. 400 Austin, TX 78701 6.3 Change in Law. On the enactment of any federal law or regulation, or law or regulation of any state to whose jurisdiction Covered Entity is subject, affecting the use or disclosure of Covered Entity's Protected Health Information, or on the publication of any decision of a court of the United States or of any state to whose jurisdiction Covered Entity is subject relating to any such law, or the publication of any interpretive policy or opinion of any governmental agency charged with the enforcement of any such 573 574 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-603,Version:1 AGENDA CAPTION Consider approval of a resolution of the City of Denton authorizing and approving execution by the Interim City Manager of a Memorandum of Understanding with Denton County Friends of the Family (DCFOF)to collaborate and make an application to the Office on Violence Against Women (OVW)for a grant from the OVW Improving Criminal Justice Responses to Domestic Violence,Dating Violence,Sexual Assault,and Stalking Grant Program (OVW Grant);ratifying all prior actions taken by the City in furtherance of the foregoing application; and providing an effective date. City of Denton Printed on 4/2/2021Page 1 of 1 powered by Legistar™575 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Police CM/ DCM/ ACM: Frank Dixon, Interim Assistant City Manager DATE: April 6, 2021 SUBJECT Consider approval of a resolution of the City of Denton authorizing and approving execution by the Interim City Manager of a Memorandum of Understanding with Denton County Friends of the Family (DCFOF) to collaborate and make an application to the Office on Violence Against Women (OVW) for a grant from the OVW Improving Criminal Justice Responses to Domestic Violence, Dating Violence, Sexual Assault, and Stalking Grant Program (OVW Grant); ratifying all prior actions taken by the City in furtherance of the foregoing application; and providing an effective date. BACKGROUND Denton County Friends of the Family (DCFOF) and the City of Denton have enjoyed a robust partnership from the inception of DCFOF in 1980. DCFOF, for the past 40 years, has been the sole provider of free emergency services for victims of domestic violence, stalking, dating violence and sexual assault. The City of Denton served as the first and sole funding source of DCFOF. In 2017, the agencies enhanced collaborative efforts to develop a monthly meeting to discuss the most high- risk cases. The Domestic Violence High Risk Team (DVHRT) was developed, staffed and coordinated by DCFOF and includes key partners from the City of Denton Police Department Family Violence Unit, and other Denton County agencies. Further partnership evolved in 2017 with the award of an International Association of Chiefs of Police site grant to the City of Denton Police Department, with DCFOF named as a partner and sub-grantee. It was with this opportunity that both partners were able to engage in OVW approved training opportunities. In 2018, the City of Denton Police Department invited DCFOF leadership to attend a Family Justice Center Leadership Conference. It was there that the concept of a Denton County Family Justice Center was born. In 2019, the Board of Directors of DCFOF officially approved the agency moving forward with efforts to plan and develop a family justice center to serve the citizens of Denton County. In September of 2019, DCFOF was gifted a parcel of seven acres in the city of Denton to build a family justice center as the new DCFOF. Denton County Friends of the Family requested that the City collaborate with them in submitting an application to the Office on Violence Against Women (OVW) Improving Criminal Justice Responses to Domestic Violence, Dating Violence, Sexual Assault, and Stalking Grant Program Grant. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 576 RECOMMENDATION Staff recommends that City Council approves this resolution. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Council passed Resolution on February 18, 2020. However, Denton County Friends of the Family was not awarded the grant. FISCAL INFORMATION Through this grant the Denton Police Department (subgrantee) will receive $419,669 for training and equipment needs. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Resolution and MOU-OVW Grant Respectfully Submitted: Frank Padgett Deputy Chief Prepared by: Frank Padgett Deputy Chief 577 S:\Legal\Our Documents\Resolutions\21\Draft Resolution - DCFOF Collaboration Grant - OVW (2021).docx RESOLUTION NO. _______________ A RESOLUTION OF THE CITY OF DENTON AUTHORIZING AND APPROVING EXECUTION BY THE INTERIM CITY MANAGER OF A MEMORANDUM OF UNDERSTANDING WITH DENTON COUNTY FRIENDS OF THE FAMILY (DCFOF) TO COLLABORATE AND MAKE AN APPLICATION TO THE OFFICE ON VIOLENCE AGAINST WOMEN (OVW) FOR A GRANT FROM THE OVW IMPROVING CRIMINAL JUSTICE RESPONSES TO DOMESTIC VIOLENCE, DATING VIOLENCE, SEXUAL ASSAULT, AND STALKING GRANT PROGRAM (OVW GRANT); RATIFYING ALL PRIOR ACTIONS TAKEN BY THE CITY IN FURTHERANCE OF THE FOREGOING APPLICATION; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton (“City”) and Denton County Friends of the Family (“DCFOF”) enjoy a collaborative relationship in providing services to families in Denton; and WHEREAS, the City and DCFOF (collectively, “Parties”) desire to enter into a Memorandum of Understanding (“MOU”) setting forth the services to be provided by the collaborative; and WHEREAS, the MOU prepared and approved by the collaborative through the Parties, attached hereto and incorporated herein by reference, needed to be submitted to the Office on Violence Against Women in furtherance of the OVW Grant application on or before March 29, 2021; and WHEREAS, the City and DCFOF agree and by the execution hereof are bound to the mutual obligations outlined in the MOU; and WHEREAS, the City Council of the City of Denton hereby finds that the MOU between the City and DCFOF serves a municipal and public purpose, is in the public interest, and of a benefit to the citizens of the city of Denton; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1: The findings and recitations contained in the preamble of this Ordinance are incorporated herein by reference. SECTION 2: That the Interim City Manager is authorized to execute the Memorandum of Understanding with Denton County Friends of the Family to carry out the duties and responsibilities of the City under the MOU, which is attached hereto as Exhibit “A” and made a part hereof for all purposes. SECTION 3: That all prior actions taken by the City in furtherance of the OVW Grant and MOU are hereby ratified. SECTION 4: That this Resolution shall become effective immediately upon its passage and approval. 578 579 EXHIBIT A 580 581 582 583 584 585 586 587 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-647,Version:1 AGENDA CAPTION Consider approval of an ordinance of the City of Denton establishing the Development Code Review Committee as an Advisory Committee of the city;establishing the powers and duties of the Development Code Review Committee;repealing all ordinances and resolutions in conflict herewith;and providing an effective date. City of Denton Printed on 4/2/2021Page 1 of 1 powered by Legistar™588 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services ICM: Sara Hensley DATE: April 6, 2021 SUBJECT Consider approval of an ordinance of the City of Denton establishing the Development Code Review Committee as an Advisory Committee of the city; establishing the powers and duties of the Development Code Review Committee; repealing all ordinances and resolutions in conflict herewith; and providing an effective date. BACKGROUND On March 16, 2021, the City Council directed staff to make the Development Code Review Committee (DCRC) a standing Advisory Committee. The Committee will meet on an as needed basis for proposed Code amendments. Additionally, the Committee will be able to convene to review complex Code amendments which would benefit from vetting through the DCRC prior to being considered by the full Planning and Zoning Commission (P&Z) and City Council. The City Council also directed staff to update current voting procedures to include the three P&Z Commissioner representatives to vote on recommendations and minutes for the meetings. Attached as Exhibit 2 is a draft ordinance for the City Council to consider making these changes official. During the Council Work Session staff was asked if the P&Z members would be willing to take on the responsibility of the DCRC. During a P&Z meeting on March 17, 2021, staff discussed this topic with the Commission, during the discussion the Commission highlighted the benefit of the DCRC and provided support to continue the DCRC as a standing committee. Below is the current list of the DCRC Members: City Council 1. John Ryan - Chair 2. Jesse Davis 3. Birdia Johnson Planning and Zoning Commission 1. Andrew Rozell 2. Margie Ellis 3. Tim Smith Please note, included on the same agenda is an item to consider nominations/appointments to the Development Code Review Committee. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 589 PRIOR ACTION/REVIEW (Council, Boards, Commissions) Date Council, Board, Commission Request Action April 23, 2019 City Council Consider 2019 DDC Update Approved Update with an effective date of October 1, 2019 September 22, 2020 City Council Work Session City Council directed staff to reestablish the DCRC and proceed with the proposed Code amendments as presented October 6, 2020 City Council Consider Resolution to reestablish the DCRC Approved Resolution October 7, 2020 Planning and Zoning Commission Select a member of the Planning and Zoning Commission to serve on the DCRC The Planning and Zoning Commission selected Tim Smith January 5, 2021 City Council Consider selection of new DCRC members Mayor Pro-Temp Jesse Davis and Council Member Birdia Johnson were selected March 16, 2021 City Council Work Session Discussed DCRC role and responsibilities March 17, 2021 Planning and Zoning Commission Work Session Discussed City Council direction related to DCRC role and responsibilities EXHIBITS 1. Agenda Information Sheet 2. Draft Ordinance Respectfully submitted: Scott A. McDonald Director, Development Services Prepared by: Ron Menguita, AICP Principal Planner 590 ORDINANCE NO. ________________ AN ORDINANCE OF THE CITY OF DENTON ESTABLISHING THE DEVELOPMENT CODE REVIEW COMMITTEE AS AN ADVISORY COMMITTEE OF THE CITY; ESTABLISHING THE POWERS AND DUTIES OF THE DEVELOPMENT CODE REVIEW COMMITTEE; REPEALING ALL ORDINANCES AND RESOLUTIONS IN CONFLICT HEREWITH; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on April 10, 2018, the City Council adopted a Resolution creating the Ad Hoc Development Code Review Committee (“Committee”) to consider and advise the City Council whether and in what manner to revise the 2002 Denton Development Code (Resolution No. 18- 637); and WHEREAS, the City Staff, with the assistance of an outside consultant, Clarion Associates, completed draft revisions of the 2002 Denton Development Code and presented to the general public, the Committee, the Planning and Zoning Commission and to the City Council for review and comment; and WHEREAS, on April 10, 2019, the Planning and Zoning Commission recommended approval (7-0) of the 2019 Denton Development Code, with the Zoning District Transition Chart; and WHEREAS, on April 23, 2019, the City Council adopted the 2019 Denton Development Code and Zoning District Transition Chart, but delayed the effective date until October 1, 2019, to allow further refinement, while allowing the existing Denton Development Code provisions to remain in force during this interim period; and WHEREAS, on May 21, 2019, the City Council approved a resolution amending Resolution No. 18-637 to extend the term of the Committee and to review all proposed revisions to the 2019 Denton Development Code (Resolution No. 19-1115); and WHEREAS, on September 17, 2019, the City Council approved and adopted a city-wide rezoning, to coincide with zoning regulations adopted under the 2019 Denton Development Code; and WHEREAS, on October 1, 2019, the 2019 Denton Development Code went into effect; and WHEREAS, the Committee continued to meet after the effective date to discuss and make recommendations to the entire City Council related to subsequent Code amendments to refine the Denton Development Code and to address nonconforming issues that resulted by applying the 2019 Denton Development Code; and WHEREAS, on December 31, 2019, the Committee terminated and dissolved; and 591 Page 2 of 4 WHEREAS, on October 6, 2020, the City Council reestablished the Committee, with the same members, to assist in the Denton Development Code amendment process by providing guidance, prioritizing and reviewing draft amendments (Resolution No. 20-1967); and WHEREAS, the Committee recommended that the Committee be established as a standing City Committee to provide guidance on all proposed and future Code amendments after March 31, 2021; and WHEREAS, the Committee recommended that all members (three City Councilmembers and three Planning and Zoning Commissioners) be voting members; and WHEREAS, on March 31, 2021, the Committee terminated and dissolved; and WHEREAS, on March 16, 2021, the City Council discussed and directed staff to establish the Development Code Review Committee as a standing City Committee, to describe the role and responsibilities of the Committee, and to establish all members as voting members; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The foregoing recitals are adopted as findings of the City Council as though set forth fully herein. SECTION 2. The Development Code Review Committee is hereby established as a standing City Committee to review proposed Denton Development Code amendments and make recommendations to the Planning and Zoning Commission and the City Council regarding proposed Denton Development Code amendments. SECTION 3. The Committee shall be composed of six (6) voting members: three (3) City Councilmembers and three (3) Planning and Zoning Commissioners. The members shall be nominated and appointed by the City Council for a term of two (2) years and serve at the pleasure of the City Council until successors are duly appointed by the City Council. The initial term of all Members of the Development Code Review Committee ends on August 31, 2021, which inaugural term shall not constitute a term for purposes of §2-65 of the Code of Ordinances of the City of Denton. Thereafter, the term of all Members of the Development Code Review Committee ends August 31 of odd numbered years. Members of the Development Code Review Committee must be current members of the Planning and Zoning Commission or current elected City Council members of the City of Denton. If such a Member is no longer on the Planning and Zoning Commission or the City Council, their appointment to the Development Code Review Committee is terminated and their unexpired term shall be filled by a currently serving City Councilmember or Planning and Zoning Commissioner. The Chairperson and Vice Chairperson shall be chosen annually by the Development Code Review Committee and shall be City Councilmembers. A quorum of the Development Code Review Committee required to hold a meeting is four (4) of the 592 Page 3 of 4 Development Code Review Committee members. The Development Code Review Committee shall meet as needed when called by the City Council or the City Manager, or his or her designee. SECTION 4. The Development Code Review Committee shall be advisory only. The powers and duties of the Development Code Review Committee shall include and be limited to providing information, advice, and the making of recommendations to the Planning and Zoning Commission and City Council in matters brought forward to the Development Code Review Committee by the City Manager, or his or her designee, or assigned by the City Council, which shall pertain to the provisions of the Denton Development Code. Nothing in this section shall restrict a majority of the Development Code Review Committee from requesting that the City Manager, or his or her designee, place an item on the agenda of the Development Code Review Committee. The powers and authority of the Development Code Review Committee shall not limit, expand, or amend the authority and requirements of Loc. Gov’t Code Chapter 211 and no recommendation of the Development Code Review Committee shall be binding on the Planning and Zoning Commission or City Council or be required in order for the Planning and Zoning Commission or City Council to act. SECTION 5. The City Manager, or his or her designee, will provide support to the Committee as necessary and shall be responsible for ensuring that records are maintained in accordance with the requirements of the City Secretary’s Office. The City Attorney shall provide legal counsel to the Committee and City Staff with the drafting of all proposed Code amendments to the Denton Development Code, as recommended by the Committee. SECTION 6. Any matters not addressed by this ordinance shall be governed by the Code of Ordinances of the City of Denton (the “Code”) and the “City of Denton Handbook for Boards, Commissions and Council Committees,” except §2-83(c) of the Code does not apply to City Councilmembers serving on the Development Code Review Committee. Any restriction on the number of boards and committees that a person may serve on shall not prevent a City Councilmember or Planning and Zoning Commissioner from serving on the Development Code Review Committee. The terms of this ordinance shall control over conflicting provisions of the Code and the “City of Denton Handbook for Boards, Commissions and Council Committees.” SECTION 7. All ordinances and resolutions, or parts of ordinances and resolutions, in force when this ordinance becomes effective which are inconsistent or in conflict with the terms of this ordinance are hereby repealed to the extent of such conflict, including without limitation, the entirety of Resolution Numbers 18-637, 19-1115 and 20-1967. SECTION 8. 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 [___ - ___]: 593 Page 4 of 4 Aye Nay Abstain Absent Gerard Hudspeth, Mayor: ______ ______ ______ ______ Birdia Johnson, District 1: ______ ______ ______ ______ Connie Baker, District 2: ______ ______ ______ ______ Jessie Davis, District 3: ______ ______ ______ ______ John Ryan, District 4: ______ ______ ______ ______ Deb Armintor, At Large Place 5: ______ ______ ______ ______ Paul Meltzer, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the _________ day of ___________________, 2021. __________________________________ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: _________________________________ Digitally signed by Mack Reinwand Date: 2021.04.02 12:51:06 -05'00' 594 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-611,Version:1 AGENDA CAPTION Consider approval of a resolution of the City of Denton providing the March 19, 2021 meeting absence by Human Services Advisory Committee member Nathaniel Johnson be excused; and declaring an effective date. City of Denton Printed on 4/2/2021Page 1 of 1 powered by Legistar™595 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office ICM: Sara Hensley DATE: April 6, 2021 SUBJECT Consider approval of a resolution of the City of Denton providing the March 19, 2021 meeting absence by Human Services Advisory Committee member Nathaniel Johnson be excused; and declaring an effective date. BACKGROUND On January 28, 2020, City Council adopted Ordinance No. 19-2866 amending Section 2-83(c)(1)(a) of the Denton City Code providing that an absence shall be considered excused for the following reasons: personal or family illness, death of a family member, jury duty, service in the armed forces, testifying before the legislature, attending a seminar involving municipal matters of importance to the member's duties, or an absence necessary for the member's business or employment. As applicable, a copy of Ordinance No. 19-2866 (Exhibit 2) was provided to members of those boards, commissions, and committees following its adoption. Human Services Advisory Committee Member Nathaniel Johnson reported he was unable attend the March 19, 2021 board meeting due to misreading the time of the meeting on the email, with such reason not meeting the excused absence criteria. Denton City Code Section 2-83(c)(1)(b) provides that in the event an absence does not meet any of the above excused absence criteria, a member may submit a request to have the absence excused to the City Secretary's Office in writing no later than ten business days after the date the absence occurred, after which the City Secretary will then place an item on the next available city council agenda for their consideration, in accordance with the Texas Open Meetings Act. Member Johnson filed such a request within the timeline required. The request is being formally presented to City Council. EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Ordinance No. 19-2866 adopted January 28, 2020 Exhibit 3 – Draft Resolution & Exhibit - Signed Respectfully submitted: Rosa Rios City Secretary City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 596 ORDINANC NO. 19-2866 AN ORDINANCE OF' THE CITY Ol DENTON AMENDING THE CITY OF DENTOI CUI F. O ORDINANC S (CODE) SECTION 2-83 (C) TO REVISE THE ABSENCFS PROVISION FOR BOARD, COMMISSION, AND COMMITTIEES I3Y ESTABLISHING PR:"I:DURES AND DEFINITIONS TO DETERMINE IF AN ABSENCE IS EXCUSED OR UNCXCUSED; PROVIDING FOR A SEVERABILITY CLAUSE: AND PROVIDING FOR nN ET'FECTIVC DATE. WI IEREAS, the City Councii of the City of Denton creates various boards, commissions, and committees to participate in the City's overnmental process, and give input on topics of community importance; and WHEREAS, the City Council recognizes that board, commission; and committee membership is a signii icant time commitment for llenton residents; ai d WNEREAS, the City Council understands that there will be instances where board, commission, and committee rnembers will be unable to attend every meetin; oi'their respective board, commission, or committcc; and WHEREAS, the City Gouncil desires to establish a fair prncess to determine if absences of' board, commission, and committee inembers should be classified as excused or uncxcused; and WHERE IS, Rules and Procedures for Boards, Commissions, and Committees are conclucted in accordance with Section 2-83 of the Denton City Code of Ordinances; NOW THEREFORE, THE COUNCIL OF THE CITY OF DF,N'ION HEREBY ORDAINS: SEGTION l. That Section 2 83 Subsection (c) of the City Code is hereby amended t6 read as follows: c) .4bseraces. Every board, commission, and committee me nber shall attend all regular scheduled meetings of the board, conunission, or committee of which he or she is a member. I or p n-poses of section 2,83(c), the hrase "board, cornmission, or committee" includes subcommittees, patlels, ad hoc groiips and task forces. Members wha cannot attend the meeting must contact the chairperson or an ap ropriate staff liaisan to report his or her absence before tlle sta.rt of'the tneeting and provide the reason why he or slie is unable to attend the meeting. l) Ail absences wi}1 be cate orized as either excused ox unexcused, accordin to the follo ving criteria: a. Excused Absences: An excused absence of any board, commission, commiuee me»ber shall include the following: perso al or family iliness, death of a family 597 member, .jury duty, service in the armed forces, testifying before the le islature, attending a seininar involving rnunicipal matters of mportance to the member's duties, or an absence necessary for the membcr's business or employ nent. Members should submit documeniation i'oi• the excused absence to tlie City Secreta-y for approvaL It the event the City 5ecretary tinds it is n t clear whether an absence meets the criteria above, she shall promptly notiEy the member in writing, that if the membcr wants the absencc e:cuscd thcy will be x•equired to go through the proccss outlined in Section 2.83(c)(1)(b). b. Request for Absence to be Excused: In the event the absence does not meet any of the above notcd criteria for an excused absence, the nlembcr may submit a request to have the absence excused io the City Secretary'S Oftice in writing no later than ten business days after the date the absence occurred_ The City Secretary will then place an item on the next available city cotincil a enda for their consideration, in accordancc with thc Tcxas Open Mectings Act. c. Unexcused Absences: Any absence which does not qual fy as an excused absence under another subsection 1lerein shall be considered an unexcused absence. 2) Calculatin Ten Business Days: For putposes of calculating tei business days, the computation of time" provision in Sectian 1-2 of the Denton Code of Ordinances shall apply. 3) Absences Resulting in Cause for Removal: An uneacused absence of any board, commission, coinmittee, member fi•om more than three (3 j regularly called and scheduled meetin s of w hich he or she is a rnember in any o11e ( i) year, or lack of attendance at fifty 50) percent of the number of regular/scheduled meetings in a year , shall be considered cause," as that term is used in section 14. I b af the Charter, for removal by the city council. An ofiice that has been vacated under the provisions ot this section shall be filled for the remainder of the term using the standard appointment process. 4) Reporting and Violations: Attendance reports will be provided by boards, commissions, committees, subcommittees, or panels to the city council ria the City Secretary's Of ice on a quarterly basis. The staff liaison shall immediately notify the City Secretary's Ofiice of any menlbei•'s violation of the attendance requirements and shail not wait until the quarterly repoi•ting process. Copies of this ordinance shall be 1'orwarded to existing members of all of the stancling boards, commissions, comn ittees, subcammittees, or panels and to ss° meinbers as they are appointed. S:C"1'ION 2. The provisions of this Ordinance are severable, and the invalidity of any phrase, ctause, or part af the Ordinance shall not affect the validity or eff'ectiveness of the z•emainder of the Ordinance. 598 SECTION 3. This ordinance shall become etfective immediately upon its passage and approval. The i otion to a ptove this c rdinance was made by _.-_ .r._ approved byahe iollo ig ote W - ^ the ordinance was passed and Chris Watts, Mayor: Gerard Hudspeth, I istrict 1 Keely }3ri gs, District 2: Iesse Davis, Dist°ct 3: John Ryan, Dist•ict 4: Deb Ar7nintor, At Large Place 5: Paul Meltzer, At Large Place 6: Aye Na,y v' Abstain Absent PASSED 1ND nPPROV D this the — day of iG 20. CHRIS TTS, MAYOR ATTEST: ROSA R10S, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: AARON L AL ITY 1TTORNEY BY: 599 RESOLUTION NO. ____________ A RESOLUTION OF THE CITY OF DENTON PROVIDING THE MARCH 19, 2021 MEETING ABSENCE BY HUMAN SERVICES ADVISORY COMMITTEE MEMBER NATHANIEL JOHNSON BE EXCUSED; AND DECLARING AN EFFECTIVE DATE. WHEREAS, Ordinance No. 19-2866, adopted January 28, 2020, outlines the attendance policy/requirements for members of certain board, commission, and committees; and WHEREAS, at adoption, Ordinance No. 19-2866 amended Section 2-83(c)(1)(a) to provide that an absence shall be considered excused for the following reasons: personal or family illness, death of a family member, jury duty, service in the armed forces, testifying before the legislature, attending a seminar involving municipal matters of importance to the member's duties, or an absence necessary for the member's business or employment; and WHEREAS, Section 2-83(c)(1)(b), provides that “[i]n the event an absence does not meet any of the above noted criteria for an excused absence, the member may submit a request to have the absence excused to the City Secretary's Office in writing no later than ten business days after the date the absence occurred, after which the City Secretary will then place an item on the next available city council agenda for their consideration, in accordance with the Texas Open Meetings Act.”; and WHEREAS, Human Services Advisory Committee Member Nathaniel Johnson was absent from the March 19, 2021 meeting, with the purpose of the absence not meeting the criteria for an excused absence; and WHEREAS, Committee Member Nathaniel Johnson has requested City Council excuse his absence from the March 19, 2021 meeting, for the purpose as stated in Exhibit A; and, WHEREAS, the City Secretary formally presents Committee Member Nathaniel Johnson’s request for an excused absence to the City Council; NOW THEREFORE THE COUNCIL OF THE CITY OF DENTON, HEREBY RESOLVES: SECTION 1. That the reason for Committee Member Nathaniel Johnson’s absence from the March 19, 2021 Human Services Advisory Committee Member meeting is sufficient to provide the absence be excused. SECTION 2. That the Minutes of the March 19, 2021 Human Services Advisory Committee should reflect the absence of Committee Member Nathaniel Johnson has been excused by the City Council on the date of adoption of this Resolution; and his attendance record should reflect such absence as excused. SECTION 3. That this Resolution shall become effective immediately upon its passage and approval. 600 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: _________________________________ 601 602 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-318,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton, Texas, amending the fiscal year 2020-2021 budget and annual program of services of the City of Denton to allow for adjustments to the Risk Retention Fund of Two Million Dollars ($2,000,000) for the purpose of funding workers compensation claims and administration, and services associated with health programming; declaring a public purpose; providing a severability clause; an open meetings clause, and an effective date. City of Denton Printed on 4/2/2021Page 1 of 1 powered by Legistar™603 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Finance ACM/CFO: David Gaines DATE: April 6, 2021 ID 21-318 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas, amending the fiscal year 2020-2021 budget and annual program of services of the City of Denton to allow for adjustments to the Risk Retention Fund of two million dollars, ($2,000,000) for the purpose of funding workers compensation claims and administration, and services associated with health programming; declaring a public purpose; providing a severability clause; an open meetings clause, and an effective date. BACKGROUND City staff is proposing to amend the City’s FY 2020-2021 Risk Retention Fund budget as follows: Increase appropriations in the Risk Retention Fund by $2,000,000 to fund risk management services and programs. Of this amount, $453,280 is associated with catastrophic case management services, and $99,033 is for the implementation and services of a new third-party administrator for the City’s workers’ compensation program. Above expenses represent new costs not included in the scope of the budget adopted for fiscal year 2020-2021. Forecasted spending trends suggests year-end expenses may exceed Risk’s expenditure budget by $1,762,751 due to costs mentioned above as well as unanticipated costs associated with the 2021 winter storm. Total expenditures are expected to total $5,929,396. This amendment increases the expenditure budget for the Risk Retention Fund from $4,166,645 to $6,166,645. RECOMMENDATION Staff recommends the adoption of the ordinance. FISCAL INFORMATION This ordinance will amend the FY 2020-2021 Budget and Annual Program of Services to allow for an increase to the Risk Retention Fund by $2,000,000. EXHIBITS 1. Agenda Information Sheet 2. Ordinance 3. Presentation Respectfully submitted: Cassey Ogden ` Finance Director 940-349-7195 Prepared by: Erin Winn Budget Manager City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 604 940-349-8115 605 ORDINANCE NO. ______________ AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AMENDING THE FISCAL YEAR 2020-2021 BUDGET AND ANNUAL PROGRAM OF SERVICES OF THE CITY OF DENTON TO ALLOW FOR ADJUSTMENTS TO THE RISK FUND OF TWO MILLION DOLLARS ($2,000,000) FOR THE PURPOSE OF FUNDING WORKERS COMPENSATION CLAIMS AND ADMINISTRATION, AND SERVICES ASSOCIATED WITH HEALTH PROGRAMING; DECLARING A PUBLIC PURPOSE; PROVIDING A SEVERABILITY CLAUSE; AN OPEN MEETINGS CLAUSE AND AN EFFECTIVE DATE. WHEREAS, pursuant to Ordinance No. 20-1547, the City Council of Denton, Texas, approved the Fiscal Year 2020-2021 Budget and Annual Program of Services (the “Budget”); and WHEREAS, the City of Denton desires to increase funding in the Risk Fund to fund liability claims. WHEREAS, the City Council finds that this Budget amendment serves an important municipal purpose as eligible items for expenditure in the current Budget, consistent with Section 102.010 of the Texas Local Government Code and other applicable laws; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings set forth in the above preamble to this Ordinance are true and correct and are hereby adopted. SECTION 2. The Fiscal Year 2020-2021 Budget and Annual Program of Services is hereby amended by the City Council as follows: to allow for adjustments to the Risk Fund of $2,000,000 increasing appropriations from $4,166,645 to $6,166,645. SECTION 3. This Ordinance shall be filed with the City Secretary, who is directed to attach a copy of this Ordinance to the Fiscal Year 2020-2021 Budget and Annual Program of Services. SECTION 4. This Ordinance was approved by at least five members of the City Council as required by Section 8.08 of the City Charter. SECTION 5. If any section, subsection, paragraph, sentence, clause, phrase, or word in this Ordinance, or the application thereof to any person or under any circumstances is held invalid by any court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this Ordinance, and the City Council of the City of Denton, Texas, hereby declares it would have enacted such remaining portions despite any such invalidity. SECTION 6. It is officially found and determined that the meeting at which this Ordinance was passed was open to the public as required by law, and the public notice of the time, place and purpose of this meeting was given as required by law. SECTION 7. This Ordinance shall become effective immediately upon its passage and approval. 606 Page 2 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: _________________________________ Digitally signed by Mack Reinwand Date: 2021.03.30 11:48:47 -05'00' 607 1 FY 2020-21 Risk Management Budget Amendment April 6th, 2021 21-318 608 2 FY 2020-21 Risk Proposed Budget Amendment •The proposed budget amendment will increase the expenditure budget for the Risk Fund by $2 million from $4,166,645 to $6,166,645. •Current expenditures for this fiscal year are at $2,998,399 representing 72% of the adopted budget amount of $4,166,645 with 6 months remaining in the fiscal year. •The major items driving the additional expenses include: •Workers’ Compensation Claims •Property Damage Claims •Insurance Policy Increases April 6th, 2021 ID 21-318 609 3 Questions? 610 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-229,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton approving a joint election agreement and contract with Denton County for joint election services for the Regular Municipal Election being held on May 1,2021 for the purpose of electing council members to Districts 1,2,3,and 4,and for a Runoff Election,if necessary,at a total estimated cost of $60,587.45; and providing an effective date. City of Denton Printed on 4/2/2021Page 1 of 1 powered by Legistar™611 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office ICM: Interim City Manager Sara Hensley DATE: April 6, 2021 SUBJECT Consider adoption of an ordinance of the City of Denton approving a joint election agreement and contract with Denton County for joint election services for the Regular Municipal Election being held on May 1, 2021 for the purpose of electing council members to Districts 1, 2, 3, and 4, and for a Runoff Election, if necessary, at a total estimated cost of $60,587.45; and providing an effective date. BACKGROUND On February 9, 2021, the Denton City Council ordered a regular municipal election to be held on Saturday, May 1, 2021, to elect council members to Districts 1, 2, 3, and 4. At this time, it is unknown if a runoff election will be necessary. Chapter 271 of the Texas Election Code provides that the City may enter into an agreement with other jurisdictions that may be conducting elections on the same day in election precincts that can be served by common polling places. Subsection 271.002(d) requires “the terms of a joint election agreement must be stated in an order, resolution, or other official action adopted by the governing body of each participating political subdivision.” The City of Denton and other Denton County political jurisdictions will conduct elections on Saturday, May 1, 2021. Section 31.092 of the Texas Election Code allows the county elections administrator to contract with any city within their county to perform election services. This action authorizes the City to hold the election jointly with jurisdictions that share common polling places and contract with Denton County for election services, including the selection, training and compensation of precinct election judges. If adopted, this joint election agreement and contract will be effective upon its adoption; and its terms/conditions shall also apply to a runoff election, if any is needed. RECOMMENDATION Staff recommends approval of the Ordinance authorizing the joint election agreement and contract for election services with Denton County. FISCAL INFORMATION City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 612 The estimated cost for the General Election is $60,587.45. Denton County will perform a post-election audit of the actual expenses incurred to conduct the election and payment shall be rendered at that time. For now, a deposit is not required. EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Draft Ordinance, Contract & Exhibits Exhibit 3 – Cost Estimate Detail Exhibit 4 – Ordinance 21-179 Ordering General Election for May 1, 2021 Exhibit 5 – Presentation on Elections Contract Respectfully submitted: Rosa Rios City Secretary 613 ORDINANCE NO. _______________ AN ORDINANCE OF THE CITY OF DENTON APPROVING A JOINT ELECTION AGREEMENT AND CONTRACT WITH DENTON COUNTY FOR JOINT ELECTION SERVICES FOR THE REGULAR MUNICIPAL ELECTION BEING HELD ON MAY 1, 2021 FOR THE PURPOSE OF ELECTING COUNCIL MEMBERS TO DISTRICTS 1, 2, 3, AND 4, AND FOR A RUNOFF ELECTION, IF NECESSARY, AT A TOTAL ESTIMATED COST OF $60,587.45; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on February 9, 2021, the Denton City Council ordered a regular municipal election to be held on Tuesday, May 1, 2021, for the purpose of electing council members to districts 1, 2, 3, and 4; and WHEREAS, it is the desire of the Denton City Council to continue contractual services with Denton County for the administration of its special election as done in the past; and WHEREAS, under the contemplated contract, Denton County and the Election Administrator shall be responsible for performing duties under the Election Code including but not limited to the following: x Coordinating, supervising and handling all aspects of the Joint Election as provided in the joint election agreement and contract; x Selecting and arranging for the use of and payment for all Early Voting and Election Day voting locations; x Appointing the presiding judge and alternate judge for each polling location for Election Day; x Arranging for the training and compensation of all election judges and clerks; x Employing other personnel necessary for the proper administration of the election; x Appointing other deputy early voting clerks to assist in the conduct of early voting; x Arranging for all election supplies and voting equipment; x Serving as Early Voting Clerk; x Appointing an Early Voting Board to process early voting results; and x Establishing and operating the central counting station to receive and tabulate the voted ballots. WHEREAS, the City Council deems it is in the public interest to enter into the joint election agreement and contract with Denton County contemplated above; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this Ordinance are incorporated herein by reference. SECTION 2. The City Manager, or designee, is hereby authorized to execute the Joint Election Agreement and Contract for Election Services with Denton County in the form attached hereto as Exhibit 1 and made part of this ordinance for all purposes. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by __________________________ and seconded by _________________________________, the ordinance was passed and approved by the following vote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igitally signed by Catherine Clifton DN: dc=com, dc=cityofdenton, dc=codad, ou=Department Users and Groups, ou=General Government, ou=Legal, cn=Catherine Clifton, email=Catherine.Clifton@cityofdenton.com Date: 2021.03.24 12:04:07 -05'00' 615                                            !         " #   "  $%&'( ) *'&&  && &' ##&&  '+  ,)& - . / + . '('( +'$+& *'&& $ - ,0 & - && ('( &/'(*'&&'( &'&&0'(  +/('( #'&#' #&  # (# # *'*'&& $ ( $ (+ %(+ ( /(& -     1  ( 23456778345571   ( 33459:3 ; 0537573   . < #                  4!       $  (  053 75734     =  $  4   + ' * * (  (   (  1   377   >     1  (  ,) %'( ) -.'&./(3  &&=. 0 () +'( &' '( ##  %  && ( '( .&/ 0, . '( +'- % - ?,(' & - && ( &/'(*'&& &'&&0  +& -  -#' #'&#''( # '( # (# '(  - ( $ '( (,+& - #3 3@ EXHIBIT 1 616 A345374    B  C   D           1  ;       23783 1  4 /+ .           ''( $   "         ?  !       783 1   4        ?     4        >     4         ?  E                    4              <       4 '          D *                                 4'  =      ( F'   4                 >             >  1  G   D        1              >   > 1  4            *  G   4 #                    4                  4     #7 3@ 617          *      4*                   >   ( @2452@    B  C4      1   4'                 4             1 4                  ; ;    4    <       4 ,  >            B  (C4'  . *    36A9   9H +   7535          (4'  ;     <       <  4'             <            <      4        ;  >  (   27 1  <     ;  ?     4            ;  <4 ; < =   > G       I37  4 ; <         I@54'  ;  <  =             4          ;  <  4  ;            G             < ;  4  ; <        #2 3@ 618    1  ( 274563    @5   < < 4 ;     I79455 < >        >        4&<& <  *      I79455 <         *    >       * 4       "  * J& <BI3@G  C <BI37G  C  J# ?BI3@G  C  ?BI32G  C <BI37G  C                    =   4'  =       4#   <   = 1  =     <        < = 4#   <   * ) )  G                ( :84559378455@378455A4 '    >       D    BC         4                         4      349 K    B(( F*L35C4         4                  >    D*  >                ;   4                   G  4   >  B > 1   C         = B22C B0 767573C    4'         *           4         >   > >  378376  1  4 #@ 3@ 619    ;    > 1  4        ;    40      ;      4                     ;           4          G       1 G    BC      B1  D   C4 !" #$%&'($ ' )$$* '+,,*$- )+ )&$$./0#"+$1,''-+2 )$ 1 ',$,'&%*$'+ )$#'          4/          37                D4               DG    4                  DG    4)$%%&'(!" #$,+3$- ) )$$* '+ ,,*$- )+,($.40*$+&1', )$&$*$% ', )$%&'','& )$%&'($%&'',)#$ *'+$&$%%&'($ ;    D   4;          ;                     D                  4  *       1    D*     4               >   >   4       < <       >   3764593BC4         ;          *  < ( 234568783455A  1  4         D       <4     #9 3@ 620            <           <         ( :24597 1   4   <                     4 1         *    4 >    ?          ;     4  >                  4                > 4                         4      349 D    B(( F*L35C4         4     0537573   " 0   367573 (   7@7573E:J9 (  797573E33=@ 0   7A7573   787573E8=84  *  <               23:A 1  4  >            1           4   *  <  " . <# *  <     #) 13875  F8A757 " M  4   >      >        B4,#(.14C   *  <        " . <# *  <     853-  ( 353 #A 3@ 621  F8A75: " M  4           D  *    4' ( :84373        D     33"55 4   55    # ?  * ) )  B*))C       ?  4# ?             *))4       *))  >        4                                  1     4     ( 378455737845523784559 1         "  ( 0 ") $      (  "? ( <        # ?" * ) )  ?  ?" * ) )    ?                              K  4            ;             B >C      K  4                   D >                 4                             4       ==    > 1  ( A8455@  #8 3@ 622       4         BC                 4          =    > ( 3784753 1    (   (4              (   (D 4     6                                 4          1         4'         1           B2C   4               G        4          BC    0537573              1       4               ( ?97573      4                  ?  4     1         1  D               4 1  *             4      >          ;  4 #: 3@ 623 #        ;  >        4    1    D        4'   D                              95H          1          D   95H      1                  4 '       <    * G     >       1   4    >                      >  >   4    * =      # #           D     >     4           >  B35HC    ( 234355BC 1   4                BC      ( 2343554           ;    ;          >4 '   < > 1   )  *  #       1         >4 #  ;          955                        I@55  14  1          #6 3@ 624  1         4 66              ?      ( 74593=74592 1  4     1                B35HC 14               1   4 '  ;                 1          )  ;               BC4'                             4                  ?   N( 7834535 1  4              1  1# '   4                   4                    4           ( AA459: 1  4'                 >             ; 4'                         >      4        32 1  4)              #35 3@ 625 <              (    D          1       4                     4      34 '   1          D >                    ;  =       4 74                    ( 234566 1   4 24       <      G                1  4 @4       ( 1            14 94 '                                        4 A4      ( 1       ;  4 84                  > 4 :4           4 64 .          #33 3@ 626        4 354  ( +   B C" *   I@54572 *      < I2545A:=I224766        I@24778   I254973=I2@48A7 *       I284952    I@34:66    I2@48A2                  41    D         0537573 B     C4   D     25             4             @9      " ' *"#('+  ! $ ' $%&'( I757:34A@ ,) %'( I85724@6 ) *'&& I22A64@7 ) -.'&./(3 I@55455  && I3852@432  &&=. 0 () +'( I3@@AA463 #37 3@ 627 &' I@77248A &' '( I@55455 ##&& I99834A5 ##  % I222:4:@  '+ I87964A9  && ( I8897455  IA59:84@9 '( I:@A@@43@ ,)& - I288547A .&/ 0, I::8A43A . / + I8667429 . '( I7@37A455 . '('(I773:2493 +'- % - IA59@4:5 +'$+& *'&& $ I:37:439 ?,(' I85834@3 - ,0 I3@::A47: & - && ( IA599486 & - && ('( I:8884@3 &/'(*'&& I375@@45: &/'(*'&&'( I855794A8 &'&&0 I:6A74A2 &'&&0'( I39:33478  +& - I899@45A  +/('( I299874:2  -#' I858A476 #'&#' I8777493 #'&#''( I:7@@4:8 #&  I3@6724A8 # '( I3@672435 # (# I92A5459 # (# '( IA952496 # *'*'&& $ I92A74A9  - I8:76487 ( $ I8366426 #32 3@ 628 ( $ '( I:A2:485 (+ %(+ ( IA7@34A5 (,+& - I98554@7 /(& - I@55455    #3@ 3@ 629 ys//͘ :K/EdKEdZdWdEEWWZKs> /Ed^d/DKEz,ZK&͕ƚŚŝƐĂŐƌĞĞŵĞŶƚŚĂƐďĞĞŶĞdžĞĐƵƚĞĚŽŶďĞŚĂůĨŽĨƚŚĞƉĂƌƚŝĞƐŚĞƌĞƚŽĂƐĨŽůůŽǁƐ͕ƚŽͲǁŝƚ͗ ;ϭͿ /ƚ ŚĂƐŽŶ ƚŚĞ ϮϲƚŚĚĂLJŽĨ :ĂŶƵĂƌLJ͕ ϮϬϮϭďĞĞŶĞdžĞĐƵƚĞĚďLJƚŚĞ ĞŶƚŽŶ ŽƵŶƚLJůĞĐƚŝŽŶƐ ĚŵŝŶŝƐƚƌĂƚŽƌƉƵƌƐƵĂŶƚƚŽƚŚĞdĞdžĂƐůĞĐƚŝŽŶŽĚĞƐŽĂƵƚŚŽƌŝnjŝŶŐ͖ ;ϮͿ /ƚŚĂƐŽŶƚŚĞͺͺͺͺͺͺĚĂLJŽĨͺͺͺͺͺͺͺͺͺͺͺ͕ϮϬϮϭďĞĞŶĞdžĞĐƵƚĞĚŽŶďĞŚĂůĨŽĨƚŚĞŝƚLJŽĨĞŶƚŽŶ ƉƵƌƐƵĂŶƚƚŽĂŶĂĐƚŝŽŶŽĨƚŚĞĞŶƚŽŶŝƚLJŽƵŶĐŝůƐŽĂƵƚŚŽƌŝnjŝŶŐ͖ WdE'ZdKzEdKEKhEdz>d/KE^D/E/^dZdKZ͗ WWZKs͗ ͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺ &ƌĂŶŬWŚŝůůŝƉƐ͕Z WdE'ZdKzd,/dzK&EdKE͕dy^͗ WWZKs͗dd^d͗ ͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺ 'ZZ,h^Wd,͕DzKZ ͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺ ZK^Z/K^͕/dz^ZdZz WWKs^dK&KZD͗ ͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺ ZKE>>͕/dzddKZEz Digitally signed by Catherine Clifton DN: dc=com, dc=cityofdenton, dc=codad, ou=Department Users and Groups, ou=General Government, ou=Legal, cn=Catherine Clifton, email=Catherine.Clifton@cityofdenton.com Date: 2021.03.24 12:04:49 -05'00' 630 EdKEKhEdzZ>zsKd/E' ;sKd/KE>Ed>KEKEdKEͿ Dzϭ͕ϮϬϮϭ ;ϭDzKϮϬϮϭͿ 'EZ>E^W/>>d/KE^ ;>/KE^'EZ>^z^W/>^Ϳ Z>zsKd/E'zWZ^KE>WWZEz^E,KhZ^ ;1^z,KZ^sKd/MEdDWZEKWKZWZ//MEWZ^KE>Ϳ Ɖƌŝů;ďƌŝůͿϭϵͲϮϰ DŽŶĚĂLJͲ^ĂƚƵƌĚĂLJ;>ƵŶĞƐʹ^ĄďĂĚŽͿ ϴ͗ϬϬĂ͘ŵ͘ʹϱ͗ϬϬƉ͘ŵ͘ Ɖƌŝů;ďƌŝůͿϮϱ ^ƵŶĚĂLJ;ŽŵŝŶŐŽͿϭϭ͗ϬϬĂ͘ŵ͘ʹϰ͗ϬϬƉ͘ŵ͘ Ɖƌŝů;ďƌŝůͿϮϲͲϮϳ DŽŶĚĂLJͲdƵĞƐĚĂLJ;>ƵŶĞƐʹDĂƌƚĞƐͿ ϳ͗ϬϬĂ͘ŵ͘ʹϳ͗ϬϬƉ͘ŵ͘ >ŽĐĂƚŝŽŶ ;hďŝĐĂĐŝſŶͿ ĚĚƌĞƐƐ ;ŝƌĞĐĐŝſŶͿ ZŽŽŵ ;^ŝƚŝŽĚĞsŽƚĂĐŝſŶͿ ŝƚLJ ;ŝƵĚĂĚͿ ŝƉŽĚĞ ;ſĚŝŐŽWŽƐƚĂůͿ ϭ ĂƌƌŽůůƚŽŶWƵďůŝĐ>ŝďƌĂƌLJ ϰϮϮϬE͘:ŽƐĞLJ>Ŷ͘ DĞĞƚŝŶŐZŽŽŵϮ ĂƌƌŽůůƚŽŶ ϳϱϬϭϬ Ϯ ZŽƐĞŵĞĂĚĞZĞĐƌĞĂƚŝŽŶĞŶƚĞƌ ϭϯϯϬ͘ZŽƐĞŵĞĂĚĞWŬǁLJ͘ &ƌŽŶƚ^ŶĂĐŬƌĞĂ ĂƌƌŽůůƚŽŶ ϳϱϬϬϳ ϯ ŽƌŝŶƚŚŝƚLJ,Ăůů ϯϯϬϬŽƌŝŶƚŚWŬǁLJ͘ ŽƵŶĐŝůŚĂŵďĞƌƐ ŽƌŝŶƚŚ ϳϲϮϬϴ ϰ ^ƚĞǀĞŶ͘ŽƉĞůĂŶĚ'ŽǀĞƌŶŵĞŶƚĞŶƚĞƌ ϭϰϬϬ&DϰϮϰ ŽŵŵƵŶŝƚLJZŽŽŵ ƌŽƐƐZŽĂĚƐ ϳϲϮϮϳ ϱ dŝŵďĞƌŐůĞŶZĞĐƌĞĂƚŝŽŶĞŶƚĞƌ ϯϴϭϬdŝŵďĞƌŐůĞŶZĚ͘ >ĂƌŐĞZŽŽŵ ĂůůĂƐ ϳϱϮϴϳ ϲ ĞŶƚŽŶŝǀŝĐĞŶƚĞƌ ϯϮϭ͘DĐ<ŝŶŶĞLJ^ƚ͘ DĞĞƚŝŶŐZŽŽŵϭ ĞŶƚŽŶ ϳϲϮϬϭ ϳ ĞŶƚŽŶŽƵŶƚLJůĞĐƚŝŽŶƐĚŵŝŶŝƐƚƌĂƚŝŽŶ ϳϬϭ<ŝŵďĞƌůLJƌ͘ ϭϭϭĞŶƚŽŶ ϳϲϮϬϴ ϴ DĂƌƚŝŶ>ƵƚŚĞƌ<ŝŶŐ:ƌ͘ZĞĐƌĞĂƚŝŽŶĞŶƚĞƌ ϭϯϬϬtŝůƐŽŶ^ƚ͘ ŵŵŽŶƐZŽŽŵ ĞŶƚŽŶ ϳϲϮϬϱ ϵ EŽƌƚŚƌĂŶĐŚ>ŝďƌĂƌLJ ϯϬϮϬE͘>ŽĐƵƐƚ^ƚ͘ DĞĞƚŝŶŐZŽŽŵ ĞŶƚŽŶ ϳϲϮϬϵ ϭϬ ZŽďƐŽŶZĂŶĐŚůƵƵƐĞ ϵϰϮϴĚZŽďƐŽŶŝƌ͘ DĞĚŝŶĂͬĂŶĚĞƌĂZŽŽŵ ĞŶƚŽŶ ϳϲϮϬϳ ϭϭ ^ŽƵƚŚƌĂŶĐŚ>ŝďƌĂƌLJ ϯϮϮϴdĞĂƐůĞLJ>Ŷ͘ WƌŽŐƌĂŵZŽŽŵ ĞŶƚŽŶ ϳϲϮϭϬ ϭϮ sŽĞƌƚŵĂŶΖƐŽŽŬƐƚŽƌĞ ϭϯϭϰt͘,ŝĐŬŽƌLJ^ƚ͘ ƌƚ'ĂůůĞƌLJ ĞŶƚŽŶϳϲϮϬϭ ϭϯ ŽƵďůĞKĂŬdŽǁŶ,Ăůů ϯϮϬtĂŬĞƚŽŶZĚ͘ ŽƵŶĐŝůŚĂŵďĞƌƐ ŽƵďůĞKĂŬ ϳϱϬϳϳ ϭϰ ĞŶƚŽŶŽƵŶƚLJ^ŽƵƚŚǁĞƐƚŽƵƌƚŚŽƵƐĞ ϲϮϬϬĂŶLJŽŶ&ĂůůƐƌ͘ ŽŵŵƵŶŝƚLJZŽŽŵ &ůŽǁĞƌDŽƵŶĚ ϳϲϮϮϲ ϭϱ &ůŽǁĞƌDŽƵŶĚŽŵŵƵŶŝƚLJĐƚŝǀŝƚLJĞŶƚĞƌ ϭϮϬϬ'ĞƌĂƵůƚZĚ͘ ŚŝůůŽŶĞ &ůŽǁĞƌDŽƵŶĚ ϳϱϬϮϴ ϭϲ &ůŽǁĞƌDŽƵŶĚ^ĞŶŝŽƌĞŶƚĞƌ ϮϳϬϭt͘tŝŶĚƐŽƌƌ͘ ĂůůƌŽŽŵƐ͕͕ĂŶĚ &ůŽǁĞƌDŽƵŶĚ ϳϱϬϮϴ ϭϳ &ƌŝƐĐŽ&ŝƌĞ^ƚĂƚŝŽŶηϰ ϰϰϴϱŽƚƚŽŶ'ŝŶZĚ͘ dƌĂŝŶŝŶŐZŽŽŵ &ƌŝƐĐŽ ϳϱϬϯϰ ϭϴ &ƌŝƐĐŽ&ŝƌĞ^ƚĂƚŝŽŶηϳ ϯϯϬt͘^ƚŽŶĞďƌŽŽŬWŬǁLJ͘ dƌĂŝŶŝŶŐZŽŽŵ &ƌŝƐĐŽ ϳϱϬϯϲ ϭϵ 'ƌŝĨĨŝŶDŝĚĚůĞ^ĐŚŽŽůͲ&/^ ϯϳϬϯůĚŽƌĂĚŽWŬǁLJ͘ &ƌŽŶƚ&ŽLJĞƌ &ƌŝƐĐŽ ϳϱϬϯϯ ϮϬ ,ŝŐŚůĂŶĚsŝůůĂŐĞDƵŶŝĐŝƉĂůŽŵƉůĞdž ϭϬϬϬ,ŝŐŚůĂŶĚsŝůůĂŐĞZĚ͘ dƌĂŝŶŝŶŐZŽŽŵ ,ŝŐŚůĂŶĚsŝůůĂŐĞ ϳϱϬϳϳ Ϯϭ :ƵƐƚŝŶDƵŶŝĐŝƉĂůŽŵƉůĞdž ϰϭϱE͘ŽůůĞŐĞǀĞ͘ ŽƵŶĐŝůŚĂŵďĞƌƐ :ƵƐƚŝŶ ϳϲϮϰϳ ϮϮ EŽƌƚŚǁĞƐƚ/^ĚŵŝŶŝƐƚƌĂƚŝŽŶƵŝůĚŝŶŐ ϮϬϬϭdĞdžĂŶƌ͘ ƵƌƌŝĐƵůƵŵĞƐŝŐŶĞŶƚĞƌZŽŽŵ :ƵƐƚŝŶ ϳϲϮϰϳ Ϯϯ <ƌƵŵ/^ĚŵŝŶŝƐƚƌĂƚŝŽŶƵŝůĚŝŶŐ ϭϮϬϬŽďĐĂƚůǀĚ͘ ŽĂƌĚƌŽŽŵ <ƌƵŵ ϳϲϮϰϵ Ϯϰ >ĂŬĞĂůůĂƐŝƚLJ,Ăůů ϮϭϮDĂŝŶ^ƚ͘ ŽŵŵƵŶŝƚLJZŽŽŵ >ĂŬĞĂůůĂƐ ϳϱϬϲϱ Ϯϱ &ƌĞĚĞƌŝĐŬW͘,ĞƌƌŝŶŐZĞĐƌĞĂƚŝŽŶĞŶƚĞƌ ϭϵϭŝǀŝĐŝƌ͘ ŽŵŵŽŶƌĞĂ >ĞǁŝƐǀŝůůĞ ϳϱϬϲϳ Ϯϲ >ŝƚƚůĞůŵŽŵŵƵŶŝƚLJĞŶƚĞƌ ϭϬϳ,ĂƌĚǁŝĐŬĞ>Ŷ͘ ŽŵŵƵŶŝƚLJZŽŽŵ >ŝƚƚůĞůŵ ϳϱϬϲϴ Ϯϳ EŽƌƚŚůĂŬĞdŽǁŶ,Ăůů ϭϱϬϬŽŵŵŽŶƐŝƌ͘^ƚĞ͘ϯϬϬ ŽƵŶĐŝůŚĂŵďĞƌƐ EŽƌƚŚůĂŬĞ ϳϲϮϮϲ Ϯϴ KĂŬWŽŝŶƚŝƚLJ,Ăůů ϭϬϬEĂLJůŽƌZĚ͘ ŽŵŵƵŶŝƚLJZŽŽŵ KĂŬWŽŝŶƚϳϱϬϲϴ Ϯϵ WŝůŽƚWŽŝŶƚ^ĞŶŝŽƌĞŶƚĞƌ ϯϭϬ^͘tĂƐŚŝŶŐƚŽŶ^ƚ͘ džĞƌĐŝƐĞZŽŽŵ WŝůŽƚWŽŝŶƚ ϳϲϮϱϴ ϯϬ WĂƌƌ>ŝďƌĂƌLJ ϲϮϬϬtŝŶĚŚĂǀĞŶWŬǁLJ͘ WƵďůŝĐDĞĞƚŝŶŐZŽŽŵ WůĂŶŽϳϱϬϵϯ ϯϭ WŽŶĚĞƌdŽǁŶ,Ăůů ϭϬϮt͘ĂŝůĞLJ^ƚ͘ ŽƵŶĐŝůŚĂŵďĞƌƐ WŽŶĚĞƌ ϳϲϮϱϵ ϯϮ WƌŽƐƉĞƌ&ŝƌĞ^ƚĂƚŝŽŶηϮ ϭϭϰϬ^͘dĞĞůWŬǁLJ͘ dƌĂŝŶŝŶŐZŽŽŵ WƌŽƐƉĞƌ ϳϱϬϳϴ ϯϯ ZŽĂŶŽŬĞWƵďůŝĐ>ŝďƌĂƌLJ ϯϬϴ^͘tĂůŶƵƚ^ƚ͘ DĞĞƚŝŶŐZŽŽŵƐΘ ZŽĂŶŽŬĞ ϳϲϮϲϮ ϯϰ ^ĂŶŐĞƌŽŵŵƵŶŝƚLJĞŶƚĞƌ ϭϬϭ&ƌĞĞƐĞƌ͘ DĞĞƚŝŶŐZŽŽŵ ^ĂŶŐĞƌ ϳϲϮϲϲ ϯϱ dŚĞŽůŽŶLJŶŶĞdžƵŝůĚŝŶŐ ϲϴϬϰDĂŝŶ^ƚ͘ ŶŶĞdžƵŝůĚŝŶŐ dŚĞŽůŽŶLJ ϳϱϬϱϲ ϯϲ dƌŽƉŚLJůƵďdŽǁŶ,Ăůů ϭdƌŽƉŚLJtŽŽĚƌ͘ KZŽŽŵ dƌŽƉŚLJůƵď ϳϲϮϲϮ ƉƉůŝĐĂƚŝŽŶĨŽƌĂĂůůŽƚďLJDĂŝůŵĂLJďĞĚŽǁŶůŽĂĚĞĚĨƌŽŵŽƵƌǁĞďƐŝƚĞ͗ŚƚƚƉƐ͗ͬͬǁǁǁ͘ǀŽƚĞĚĞŶƚŽŶ͘ĐŽŵͬĞĂƌůLJͲǀŽƚŝŶŐͲďLJͲŵĂŝůͲĂďƐĞŶƚĞĞͬ ;^ŽůŝĐŝƚƵĚƉĂƌĂŽůĞƚĂƉŽƌŽƌƌĞŽƐĞƉƵĞĚĞĚĞƐĐĂƌŐĂƌĚĞŶƵĞƐƚƌŽƐŝƚŝŽǁĞďͿ͗ŚƚƚƉƐ͗ͬͬǁǁǁ͘ǀŽƚĞĚĞŶƚŽŶ͘ĐŽŵͬĞĂƌůLJͲǀŽƚŝŶŐͲďLJͲŵĂŝůͲĂďƐĞŶƚĞĞͬ /ŶĨŽƌŵĂƚŝŽŶďLJƉŚŽŶĞ͗  ĞŶƚŽŶŽƵŶƚLJůĞĐƚŝŽŶƐĚŵŝŶŝƐƚƌĂƚŝŽŶ͕ϵϰϬͲϯϰϵͲϯϮϬϬ ;/ŶĨŽƌŵĂĐŝſŶƉŽƌƚĞůĠĨŽŶŽͿ͗ ĚŵŝŶŝƐƚƌĂĐŝſŶĚĞůĞĐĐŝŽŶĞƐĚĞůŽŶĚĂĚŽĚĞĞŶƚŽŶϵϰϬͲϯϰϵͲϯϮϬϬ ƉƉůŝĐĂƚŝŽŶƐĨŽƌĂĂůůŽƚďLJDĂŝůŵƵƐƚďĞƐƵďŵŝƚƚĞĚďĞƚǁĞĞŶ:ĂŶƵĂƌLJϭ͕ϮϬϮϭĂŶĚƉƌŝůϮϬ͕ϮϬϮϭďLJŵĂŝů͕ĨĂdžŽƌĞŵĂŝůƚŽ͗ ĂƌůLJsŽƚŝŶŐůĞƌŬ;^ĞĐƌĞƚĂƌŝŽĞsŽƚĂĐŝſŶĚĞůĂŶƚĂĚĂͿ WKŽdžϭϳϮϬ ĞŶƚŽŶ͕dyϳϲϮϬϮ &Ădž͗ϵϰϬͲϯϰϵͲϯϮϬϭ y,//dΗΗ 631 EdKEKhEdzZ>zsKd/E' ;sKd/KE>Ed>KEKEdKEͿ  Dzϭ͕ϮϬϮϭ ;ϭDzKϮϬϮϭͿ  'EZ>E^W/>>d/KE^ ;>/KE^'EZ>^z^W/>^Ϳ      ŵĂŝů͗ĞůĞĐƚŝŽŶƐΛĚĞŶƚŽŶĐŽƵŶƚLJ͘ĐŽŵ  EŽƚĞ͗ĞĨĨĞĐƚŝǀĞĞĐĞŵďĞƌϭ͕ϮϬϭϳͲ/ĨĂŶƉƉůŝĐĂƚŝŽŶĨŽƌĂůůŽƚďLJDĂŝůŝƐƐƵďŵŝƚƚĞĚďLJĨĂdžŽƌĞͲŵĂŝůƚŚĞŽƌŝŐŝŶĂůĂƉƉůŝĐĂƚŝŽŶŵƵƐƚĂůƐŽďĞŵĂŝůĞĚĂŶĚ ƌĞĐĞŝǀĞĚďLJƚŚĞĂƌůLJsŽƚŝŶŐůĞƌŬŶŽůĂƚĞƌƚŚĂŶƚŚĞϰƚŚďƵƐŝŶĞƐƐĚĂLJĂĨƚĞƌƌĞĐĞŝƉƚŽĨƚŚĞĨĂdžĞĚŽƌĞͲŵĂŝůĞĚĐŽƉLJ͘  ;^ŽůŝĐŝƚƵĚĞƐƉĂƌĂƵŶĂŽůĞƚĂƉŽƌŽƌƌĞŽƉƵĞĚĞŶƐĞƌƐŽŵĞƚŝĚĂƐĞŶƚƌĞĞůϭĚĞŶĞƌŽĚĞϮϬϮϭLJϮϬĚĞďƌŝůĚĞϮϬϮϭƉŽƌĐŽƌƌĞŽ͕ĨĂdžŽƉŽƌĐŽƌƌĞŽĞůĞĐƚƌſŶŝĐŽ Ă͗ EŽƚĂ͗ĞĨĞĐƚŝǀŽĞůϭĚĞŝĐŝĞŵďƌĞĚĞϮϬϭϳͲ^ŝƵŶĂƐŽůŝĐŝƚƵĚĚĞďŽůĞƚĂƉŽƌĐŽƌƌĞŽƐĞĞŶǀşĂƉŽƌĨĂdžŽƉŽƌĐŽƌƌĞŽĞůĞĐƚƌſŶŝĐŽůĂƐŽůŝĐŝƚƵĚŽƌŝŐŝŶĂůƚĂŵďŝĠŶ ĚĞďĞƐĞƌĞŶǀŝĂĚĂƉŽƌĐŽƌƌĞŽLJƌĞĐŝďŝĚĂƉŽƌĞů^ĞĐƌĞƚĂƌŝŽĚĞǀŽƚĂĐŝſŶĂŶƚŝĐŝƉĂĚĂŶŽŵĄƐƚĂƌĚĞĚĞůĐƵĂƌƚŽĚşĂŚĄďŝůĚĞƐƉƵĠƐĚĞƌĞĐŝďŝƌůĂĐŽƉŝĂĞŶǀŝĂĚĂƉŽƌ ĨĂdžŽƉŽƌĐŽƌƌĞŽĞůĞĐƚƌſŶŝĐŽ͘Ϳ    632 WƌĞĐŝŶĐƚ;ƉƌĞĐŝŶƚŽͿ>ŽĐĂƚŝŽŶ;ůƵŐĂƌͿĚĚƌĞƐƐ;ĚŝƌĞĐĐŝſŶͿZŽŽŵ;ƐŝƚŽĚĞǀŽƚĂĐŝſŶͿŝƚLJ;ĐŝƵĚĂĚͿŝƉĐŽĚĞ;ĐſĚŝŐŽƉŽƐƚĂůͿϭϬϬϬ ^ĂŶŐĞƌŽŵŵƵŶŝƚLJĞŶƚĞƌ ϭϬϭ&ƌĞĞƐĞƌ͘ DĞĞƚŝŶŐZŽŽŵ ^ĂŶŐĞƌ ϳϲϮϲϲϭϬϬϭ ^ĂŶŐĞƌŽŵŵƵŶŝƚLJĞŶƚĞƌ ϭϬϭ&ƌĞĞƐĞƌ͘ DĞĞƚŝŶŐZŽŽŵ ^ĂŶŐĞƌ ϳϲϮϲϲϭϬϬϮ ^ĂŶŐĞƌŽŵŵƵŶŝƚLJĞŶƚĞƌ ϭϬϭ&ƌĞĞƐĞƌ͘ DĞĞƚŝŶŐZŽŽŵ ^ĂŶŐĞƌ ϳϲϮϲϲϭϬϬϯ WŝůŽƚWŽŝŶƚ^ĞŶŝŽƌĞŶƚĞƌ ϯϭϬ^͘tĂƐŚŝŶŐƚŽŶ^ƚ͘ džĞƌĐŝƐĞZŽŽŵWŝůŽƚWŽŝŶƚ ϳϲϮϱϴϭϬϬϰ hŶŝŽŶWĂƌŬůĞŵĞŶƚĂƌLJ ϳϯϬϭ&ŝĞůĚǁŽŽĚtĂLJ ĂĨĞƚĞƌŝĂ ƵďƌĞLJ ϳϲϮϮϳϭϬϬϱ ^ƚĞǀĞŶŽƉĞůĂŶĚ'ŽǀĞƌŶŵĞŶƚĞŶƚĞƌ ϭϰϬϬ&DϰϮϰ ŽŵŵƵŶŝƚLJZŽŽŵ ƌŽƐƐZŽĂĚƐ ϳϲϮϮϳϭϬϬϲ ^ƚĞǀĞŶŽƉĞůĂŶĚ'ŽǀĞƌŶŵĞŶƚĞŶƚĞƌ ϭϰϬϬ&DϰϮϰ ŽŵŵƵŶŝƚLJZŽŽŵ ƌŽƐƐZŽĂĚƐ ϳϲϮϮϳϭϬϬϳ ^ƚĞǀĞŶŽƉĞůĂŶĚ'ŽǀĞƌŶŵĞŶƚĞŶƚĞƌ ϭϰϬϬ&DϰϮϰ ŽŵŵƵŶŝƚLJZŽŽŵ ƌŽƐƐZŽĂĚƐ ϳϲϮϮϳϭϬϬϴ EŽƌƚŚƌĂŶĐŚ>ŝďƌĂƌLJ ϯϬϮϬE͘>ŽĐƵƐƚ^ƚ͘ DĞĞƚŝŶŐZŽŽŵ ĞŶƚŽŶ ϳϲϮϬϵϭϬϬϵ EŽƌƚŚ>ĂŬĞƐZĞĐƌĞĂƚŝŽŶĞŶƚĞƌ ϮϬϬϭt͘tŝŶĚƐŽƌƌ͘ ZŽŽŵ ĞŶƚŽŶ ϳϲϮϬϳϭϬϭϬ EŽƌƚŚƌĂŶĐŚ>ŝďƌĂƌLJ ϯϬϮϬE͘>ŽĐƵƐƚ^ƚ͘ DĞĞƚŝŶŐZŽŽŵ ĞŶƚŽŶ ϳϲϮϬϵϭϬϭϭ EŽƌƚŚƌĂŶĐŚ>ŝďƌĂƌLJ ϯϬϮϬE͘>ŽĐƵƐƚ^ƚ͘ DĞĞƚŝŶŐZŽŽŵ ĞŶƚŽŶ ϳϲϮϬϵϭϬϭϮ EŽƌƚŚƌĂŶĐŚ>ŝďƌĂƌLJ ϯϬϮϬE͘>ŽĐƵƐƚ^ƚ͘ DĞĞƚŝŶŐZŽŽŵ ĞŶƚŽŶ ϳϲϮϬϵϭϬϭϯ ĞŶƚŽŶ/^^/^<^ĞƌǀŝĐĞĞŶƚĞƌ ϮϯϬE͘DĂLJŚŝůůZĚ͘ ƐƐĞŵďůLJZŽŽŵ ĞŶƚŽŶ ϳϲϮϬϴϭϬϭϰ DĂƌƚŝŶ>ƵƚŚĞƌ<ŝŶŐ:ƌ͘ZĞĐƌĞĂƚŝŽŶĞŶƚĞƌ ϭϯϬϬtŝůƐŽŶ^ƚ͘ ŵŵŽŶƐZŽŽŵ ĞŶƚŽŶ ϳϲϮϬϱϭϬϭϱ >͘͘EĞůƐŽŶůĞŵĞŶƚĂƌLJ ϯϵϬϵdĞĂƐůĞLJ>Ŷ͘ 'LJŵ ĞŶƚŽŶ ϳϲϮϭϬϭϬϭϲ >͘͘EĞůƐŽŶůĞŵĞŶƚĂƌLJ ϯϵϬϵdĞĂƐůĞLJ>Ŷ͘ 'LJŵ ĞŶƚŽŶ ϳϲϮϭϬϭϬϭϳ >͘͘EĞůƐŽŶůĞŵĞŶƚĂƌLJ ϯϵϬϵdĞĂƐůĞLJ>Ŷ͘ 'LJŵ ĞŶƚŽŶ ϳϲϮϭϬϭϬϭϴ >͘͘EĞůƐŽŶůĞŵĞŶƚĂƌLJ ϯϵϬϵdĞĂƐůĞLJ>Ŷ͘ 'LJŵ ĞŶƚŽŶ ϳϲϮϭϬϭϬϭϵ >͘͘EĞůƐŽŶůĞŵĞŶƚĂƌLJ ϯϵϬϵdĞĂƐůĞLJ>Ŷ͘ 'LJŵ ĞŶƚŽŶ ϳϲϮϭϬϭϬϮϬ ŽƌŝŶƚŚŝƚLJ,Ăůů ϯϯϬϬŽƌŝŶƚŚWŬǁLJ͘ ŽƵŶĐŝůŚĂŵďĞƌƐ ŽƌŝŶƚŚ ϳϲϮϬϴϭϬϮϭ ŽƌŝŶƚŚŝƚLJ,Ăůů ϯϯϬϬŽƌŝŶƚŚWŬǁLJ͘ ŽƵŶĐŝůŚĂŵďĞƌƐ ŽƌŝŶƚŚ ϳϲϮϬϴϭϬϮϮ ŽƌŝŶƚŚŝƚLJ,Ăůů ϯϯϬϬŽƌŝŶƚŚWŬǁLJ͘ ŽƵŶĐŝůŚĂŵďĞƌƐ ŽƌŝŶƚŚ ϳϲϮϬϴϭϬϮϯ ŽƌŝŶƚŚŝƚLJ,Ăůů ϯϯϬϬŽƌŝŶƚŚWŬǁLJ͘ ŽƵŶĐŝůŚĂŵďĞƌƐ ŽƌŝŶƚŚ ϳϲϮϬϴϭϬϮϰ ^ŚĂĚLJ^ŚŽƌĞΖƐŽŵŵƵŶŝƚLJĞŶƚĞƌ ϭϬϭ^͘^ŚĂĚLJ^ŚŽƌĞƐZĚ͘ ŽƵŶĐŝůŚĂŵďĞƌƐ ^ŚĂĚLJ^ŚŽƌĞƐ ϳϲϮϬϴϭϬϮϱ KĂŬWŽŝŶƚŝƚLJ,Ăůů ϭϬϬEĂLJůŽƌZĚ͘ ŽŵŵƵŶŝƚLJZŽŽŵ KĂŬWŽŝŶƚ ϳϱϬϲϴϭϬϮϲ hŶŝŽŶWĂƌŬůĞŵĞŶƚĂƌLJ ϳϯϬϭ&ŝĞůĚǁŽŽĚtĂLJ ĂĨĞƚĞƌŝĂ ƵďƌĞLJ ϳϲϮϮϳϭϬϮϳ hŶŝŽŶWĂƌŬůĞŵĞŶƚĂƌLJ ϳϯϬϭ&ŝĞůĚǁŽŽĚtĂLJ ĂĨĞƚĞƌŝĂ ƵďƌĞLJ ϳϲϮϮϳϭϬϮϴ 'ƌŝĨĨŝŶDŝĚĚůĞ^ĐŚŽŽůͲ&/^ ϯϳϬϯůĚŽƌĂĚŽWŬǁLJ͘ &ƌŽŶƚ&ŽLJĞƌ &ƌŝƐĐŽ ϳϱϬϯϯϭϬϮϵ 'ƌŝĨĨŝŶDŝĚĚůĞ^ĐŚŽŽůͲ&/^ ϯϳϬϯůĚŽƌĂĚŽWŬǁLJ͘ &ƌŽŶƚ&ŽLJĞƌ &ƌŝƐĐŽ ϳϱϬϯϯϭϬϯϬ 'ƌŝĨĨŝŶDŝĚĚůĞ^ĐŚŽŽůͲ&/^ ϯϳϬϯůĚŽƌĂĚŽWŬǁLJ͘ &ƌŽŶƚ&ŽLJĞƌ &ƌŝƐĐŽ ϳϱϬϯϯϭϬϯϭ 'ƌŝĨĨŝŶDŝĚĚůĞ^ĐŚŽŽůͲ&/^ ϯϳϬϯůĚŽƌĂĚŽWŬǁLJ͘ &ƌŽŶƚ&ŽLJĞƌ &ƌŝƐĐŽ ϳϱϬϯϯϭϬϯϮ &ƌŝƐĐŽ&ŝƌĞ^ƚĂƚŝŽŶηϳ ϯϯϬt͘^ƚŽŶĞďƌŽŽŬWŬǁLJ͘ dƌĂŝŶŝŶŐZŽŽŵ &ƌŝƐĐŽ ϳϱϬϯϲ'EZ>E^W/>>d/KE^Ͳ>d/KEzzWZ^KE>WWZE>Kd/KE^;>h'Z^sKd/MEE>1>/MEWKZWZ//MEWZ^KE>>>/KE^'EZ>^z^W/>^>ϮϬϮϬͿDĂLJϭ͕ϮϬϮϭͲͲϳ͗ϬϬĂŵͲϳ͗ϬϬƉŵ;ϭĚĞŵĂLJŽĚĞϮϬϮϭͲͲϳ͗ϬϬĂŵͲϳ͗ϬϬƉŵͿ633 WƌĞĐŝŶĐƚ;ƉƌĞĐŝŶƚŽͿ>ŽĐĂƚŝŽŶ;ůƵŐĂƌͿĚĚƌĞƐƐ;ĚŝƌĞĐĐŝſŶͿZŽŽŵ;ƐŝƚŽĚĞǀŽƚĂĐŝſŶͿŝƚLJ;ĐŝƵĚĂĚͿŝƉĐŽĚĞ;ĐſĚŝŐŽƉŽƐƚĂůͿ'EZ>E^W/>>d/KE^Ͳ>d/KEzzWZ^KE>WWZE>Kd/KE^;>h'Z^sKd/MEE>1>/MEWKZWZ//MEWZ^KE>>>/KE^'EZ>^z^W/>^>ϮϬϮϬͿDĂLJϭ͕ϮϬϮϭͲͲϳ͗ϬϬĂŵͲϳ͗ϬϬƉŵ;ϭĚĞŵĂLJŽĚĞϮϬϮϭͲͲϳ͗ϬϬĂŵͲϳ͗ϬϬƉŵͿϭϬϯϯ &ƌŝƐĐŽ&ŝƌĞ^ƚĂƚŝŽŶηϰ ϰϰϴϱŽƚƚŽŶ'ŝŶZĚ͘ dƌĂŝŶŝŶŐZŽŽŵ &ƌŝƐĐŽ ϳϱϬϯϰϭϬϯϰ &ƌŝƐĐŽ&ŝƌĞ^ƚĂƚŝŽŶηϰ ϰϰϴϱŽƚƚŽŶ'ŝŶZĚ͘ dƌĂŝŶŝŶŐZŽŽŵ &ƌŝƐĐŽ ϳϱϬϯϰϭϬϯϱ ,ŝĐŬƐůĞŵĞŶƚĂƌLJ^ĐŚŽŽů ϯϲϱϭŽŵƉĂƐƐƌ͘ 'LJŵ &ƌŝƐĐŽ ϳϱϬϯϰϭϬϯϲ &ƌŝƐĐŽ&ŝƌĞ^ƚĂƚŝŽŶηϳ ϯϯϬt͘^ƚŽŶĞďƌŽŽŬWŬǁLJ͘ dƌĂŝŶŝŶŐZŽŽŵ &ƌŝƐĐŽ ϳϱϬϯϲϭϬϯϳ ^ƚĞǀĞŶŽƉĞůĂŶĚ'ŽǀĞƌŶŵĞŶƚĞŶƚĞƌ ϭϰϬϬ&DϰϮϰ ŽŵŵƵŶŝƚLJZŽŽŵ ƌŽƐƐZŽĂĚƐ ϳϲϮϮϳϭϬϯϴ ĞŶƚŽŶ/^^/^<^ĞƌǀŝĐĞĞŶƚĞƌ ϮϯϬE͘DĂLJŚŝůůZĚ͘ ƐƐĞŵďůLJZŽŽŵ ĞŶƚŽŶ ϳϲϮϬϴϭϬϯϵ ĞŶƚŽŶ/^^/^<^ĞƌǀŝĐĞĞŶƚĞƌ ϮϯϬE͘DĂLJŚŝůůZĚ͘ ƐƐĞŵďůLJZŽŽŵ ĞŶƚŽŶ ϳϲϮϬϴϭϬϰϬ 'ƌŝĨĨŝŶDŝĚĚůĞ^ĐŚŽŽůͲ&/^ ϯϳϬϯůĚŽƌĂĚŽWŬǁLJ͘ &ƌŽŶƚ&ŽLJĞƌ &ƌŝƐĐŽ ϳϱϬϯϯϭϬϰϭ hŶŝŽŶWĂƌŬůĞŵĞŶƚĂƌLJ ϳϯϬϭ&ŝĞůĚǁŽŽĚtĂLJ ĂĨĞƚĞƌŝĂ ƵďƌĞLJ ϳϲϮϮϳϭϬϰϮ WŝůŽƚWŽŝŶƚ^ĞŶŝŽƌĞŶƚĞƌ ϯϭϬ^͘tĂƐŚŝŶŐƚŽŶ^ƚ͘ džĞƌĐŝƐĞZŽŽŵWŝůŽƚWŽŝŶƚ ϳϲϮϱϴϭϬϰϯ WƌŽƐƉĞƌ&ŝƌĞ^ƚĂƚŝŽŶηϮ ϭϭϰϬ^͘dĞĞůWŬǁLJ͘ dƌĂŝŶŝŶŐZŽŽŵ WƌŽƐƉĞƌ ϳϱϬϳϴϭϬϰϰ WƌŽƐƉĞƌ&ŝƌĞ^ƚĂƚŝŽŶηϮ ϭϭϰϬ^͘dĞĞůWŬǁLJ͘ dƌĂŝŶŝŶŐZŽŽŵ WƌŽƐƉĞƌ ϳϱϬϳϴϭϬϰϱ ^ƚĞǀĞŶŽƉĞůĂŶĚ'ŽǀĞƌŶŵĞŶƚĞŶƚĞƌ ϭϰϬϬ&DϰϮϰ ŽŵŵƵŶŝƚLJZŽŽŵ ƌŽƐƐZŽĂĚƐ ϳϲϮϮϳϭϬϰϲ >͘͘EĞůƐŽŶůĞŵĞŶƚĂƌLJ ϯϵϬϵdĞĂƐůĞLJ>Ŷ͘ 'LJŵ ĞŶƚŽŶ ϳϲϮϭϬϭϬϰϳ KĂŬWŽŝŶƚŝƚLJ,Ăůů ϭϬϬEĂLJůŽƌZĚ͘ ŽŵŵƵŶŝƚLJZŽŽŵ KĂŬWŽŝŶƚ ϳϱϬϲϴϭϬϰϴ KĂŬWŽŝŶƚŝƚLJ,Ăůů ϭϬϬEĂLJůŽƌZĚ͘ ŽŵŵƵŶŝƚLJZŽŽŵ KĂŬWŽŝŶƚ ϳϱϬϲϴϭϬϰϵ 'ƌŝĨĨŝŶDŝĚĚůĞ^ĐŚŽŽůͲ&/^ ϯϳϬϯůĚŽƌĂĚŽWŬǁLJ͘ &ƌŽŶƚ&ŽLJĞƌ &ƌŝƐĐŽ ϳϱϬϯϯϭϬϱϬ 'ƌŝĨĨŝŶDŝĚĚůĞ^ĐŚŽŽůͲ&/^ ϯϳϬϯůĚŽƌĂĚŽWŬǁLJ͘ &ƌŽŶƚ&ŽLJĞƌ &ƌŝƐĐŽ ϳϱϬϯϯϭϬϱϭ 'ƌŝĨĨŝŶDŝĚĚůĞ^ĐŚŽŽůͲ&/^ ϯϳϬϯůĚŽƌĂĚŽWŬǁLJ͘ &ƌŽŶƚ&ŽLJĞƌ &ƌŝƐĐŽ ϳϱϬϯϯϭϬϱϮ &ƌŝƐĐŽ&ŝƌĞ^ƚĂƚŝŽŶηϰ ϰϰϴϱŽƚƚŽŶ'ŝŶZĚ͘ dƌĂŝŶŝŶŐZŽŽŵ &ƌŝƐĐŽ ϳϱϬϯϰϭϬϱϯ ^ĂŶŐĞƌŽŵŵƵŶŝƚLJĞŶƚĞƌ ϭϬϭ&ƌĞĞƐĞƌ͘ DĞĞƚŝŶŐZŽŽŵ ^ĂŶŐĞƌ ϳϲϮϲϲϭϬϱϰ hŶŝŽŶWĂƌŬůĞŵĞŶƚĂƌLJ ϳϯϬϭ&ŝĞůĚǁŽŽĚtĂLJ ĂĨĞƚĞƌŝĂ ƵďƌĞLJ ϳϲϮϮϳϭϬϱϱ 'ƌŝĨĨŝŶDŝĚĚůĞ^ĐŚŽŽůͲ&/^ ϯϳϬϯůĚŽƌĂĚŽWŬǁLJ͘ &ƌŽŶƚ&ŽLJĞƌ &ƌŝƐĐŽ ϳϱϬϯϯϭϬϱϲ ,ŝĐŬƐůĞŵĞŶƚĂƌLJ^ĐŚŽŽů ϯϲϱϭŽŵƉĂƐƐƌ͘ 'LJŵ &ƌŝƐĐŽ ϳϱϬϯϰϭϬϱϳ &ƌŝƐĐŽ&ŝƌĞ^ƚĂƚŝŽŶηϳ ϯϯϬt͘^ƚŽŶĞďƌŽŽŬWŬǁLJ͘ dƌĂŝŶŝŶŐZŽŽŵ &ƌŝƐĐŽ ϳϱϬϯϲϮϬϬϬ dŝŵďĞƌŐůĞŶZĞĐƌĞĂƚŝŽŶĞŶƚĞƌ ϯϴϭϬdŝŵďĞƌŐůĞŶZĚ͘ >ĂƌŐĞZŽŽŵ ĂůůĂƐ ϳϱϮϴϳϮϬϬϭ dŝŵďĞƌŐůĞŶZĞĐƌĞĂƚŝŽŶĞŶƚĞƌ ϯϴϭϬdŝŵďĞƌŐůĞŶZĚ͘ >ĂƌŐĞZŽŽŵ ĂůůĂƐ ϳϱϮϴϳϮϬϬϮ dŝŵďĞƌŐůĞŶZĞĐƌĞĂƚŝŽŶĞŶƚĞƌ ϯϴϭϬdŝŵďĞƌŐůĞŶZĚ͘ >ĂƌŐĞZŽŽŵ ĂůůĂƐ ϳϱϮϴϳϮϬϬϯ dŝŵďĞƌŐůĞŶZĞĐƌĞĂƚŝŽŶĞŶƚĞƌ ϯϴϭϬdŝŵďĞƌŐůĞŶZĚ͘ >ĂƌŐĞZŽŽŵ ĂůůĂƐ ϳϱϮϴϳϮϬϬϰ ZŽƐĞŵĞĂĚĞZĞĐƌĞĂƚŝŽŶĞŶƚĞƌ ϭϯϯϬ͘ZŽƐĞŵĞĂĚĞWŬǁLJ͘ &ƌŽŶƚ^ŶĂĐŬƌĞĂ ĂƌƌŽůůƚŽŶ ϳϱϬϬϳϮϬϬϱ ZŽƐĞŵĞĂĚĞZĞĐƌĞĂƚŝŽŶĞŶƚĞƌ ϭϯϯϬ͘ZŽƐĞŵĞĂĚĞWŬǁLJ͘ &ƌŽŶƚ^ŶĂĐŬƌĞĂ ĂƌƌŽůůƚŽŶ ϳϱϬϬϳϮϬϬϲ ZŽƐĞŵĞĂĚĞZĞĐƌĞĂƚŝŽŶĞŶƚĞƌ ϭϯϯϬ͘ZŽƐĞŵĞĂĚĞWŬǁLJ͘ &ƌŽŶƚ^ŶĂĐŬƌĞĂ ĂƌƌŽůůƚŽŶ ϳϱϬϬϳϮϬϬϳ ZŽƐĞŵĞĂĚĞZĞĐƌĞĂƚŝŽŶĞŶƚĞƌ ϭϯϯϬ͘ZŽƐĞŵĞĂĚĞWŬǁLJ͘ &ƌŽŶƚ^ŶĂĐŬƌĞĂ ĂƌƌŽůůƚŽŶ ϳϱϬϬϳ 634 WƌĞĐŝŶĐƚ;ƉƌĞĐŝŶƚŽͿ>ŽĐĂƚŝŽŶ;ůƵŐĂƌͿĚĚƌĞƐƐ;ĚŝƌĞĐĐŝſŶͿZŽŽŵ;ƐŝƚŽĚĞǀŽƚĂĐŝſŶͿŝƚLJ;ĐŝƵĚĂĚͿŝƉĐŽĚĞ;ĐſĚŝŐŽƉŽƐƚĂůͿ'EZ>E^W/>>d/KE^Ͳ>d/KEzzWZ^KE>WWZE>Kd/KE^;>h'Z^sKd/MEE>1>/MEWKZWZ//MEWZ^KE>>>/KE^'EZ>^z^W/>^>ϮϬϮϬͿDĂLJϭ͕ϮϬϮϭͲͲϳ͗ϬϬĂŵͲϳ͗ϬϬƉŵ;ϭĚĞŵĂLJŽĚĞϮϬϮϭͲͲϳ͗ϬϬĂŵͲϳ͗ϬϬƉŵͿϮϬϬϴ ZŽƐĞŵĞĂĚĞZĞĐƌĞĂƚŝŽŶĞŶƚĞƌ ϭϯϯϬ͘ZŽƐĞŵĞĂĚĞWŬǁLJ͘ &ƌŽŶƚ^ŶĂĐŬƌĞĂ ĂƌƌŽůůƚŽŶ ϳϱϬϬϳϮϬϬϵ ZŽƐĞŵĞĂĚĞZĞĐƌĞĂƚŝŽŶĞŶƚĞƌ ϭϯϯϬ͘ZŽƐĞŵĞĂĚĞWŬǁLJ͘ &ƌŽŶƚ^ŶĂĐŬƌĞĂ ĂƌƌŽůůƚŽŶ ϳϱϬϬϳϮϬϭϬ ZŽƐĞŵĞĂĚĞZĞĐƌĞĂƚŝŽŶĞŶƚĞƌ ϭϯϯϬ͘ZŽƐĞŵĞĂĚĞWŬǁLJ͘ &ƌŽŶƚ^ŶĂĐŬƌĞĂ ĂƌƌŽůůƚŽŶ ϳϱϬϬϳϮϬϭϭ dŝŵďĞƌŐůĞŶZĞĐƌĞĂƚŝŽŶĞŶƚĞƌ ϯϴϭϬdŝŵďĞƌŐůĞŶZĚ͘ >ĂƌŐĞZŽŽŵ ĂůůĂƐ ϳϱϮϴϳϮϬϭϮ ĂƌƌŽůůƚŽŶWƵďůŝĐ>ŝďƌĂƌLJ ϰϮϮϬE͘:ŽƐĞLJ>Ŷ͘ DĞĞƚŝŶŐZŽŽŵϮ ĂƌƌŽůůƚŽŶ ϳϱϬϭϬϮϬϭϯ ĂƌƌŽůůƚŽŶWƵďůŝĐ>ŝďƌĂƌLJ ϰϮϮϬE͘:ŽƐĞLJ>Ŷ͘ DĞĞƚŝŶŐZŽŽŵϮ ĂƌƌŽůůƚŽŶ ϳϱϬϭϬϮϬϭϰ ĂƌƌŽůůƚŽŶWƵďůŝĐ>ŝďƌĂƌLJ ϰϮϮϬE͘:ŽƐĞLJ>Ŷ͘ DĞĞƚŝŶŐZŽŽŵϮ ĂƌƌŽůůƚŽŶ ϳϱϬϭϬϮϬϭϱ ĂƌƌŽůůƚŽŶWƵďůŝĐ>ŝďƌĂƌLJ ϰϮϮϬE͘:ŽƐĞLJ>Ŷ͘ DĞĞƚŝŶŐZŽŽŵϮ ĂƌƌŽůůƚŽŶ ϳϱϬϭϬϮϬϭϲ ĂƌƌŽůůƚŽŶWƵďůŝĐ>ŝďƌĂƌLJ ϰϮϮϬE͘:ŽƐĞLJ>Ŷ͘ DĞĞƚŝŶŐZŽŽŵϮ ĂƌƌŽůůƚŽŶ ϳϱϬϭϬϮϬϭϳ ĂƌƌŽůůƚŽŶWƵďůŝĐ>ŝďƌĂƌLJ ϰϮϮϬE͘:ŽƐĞLJ>Ŷ͘ DĞĞƚŝŶŐZŽŽŵϮ ĂƌƌŽůůƚŽŶ ϳϱϬϭϬϮϬϭϴ ĂƌƌŽůůƚŽŶWƵďůŝĐ>ŝďƌĂƌLJ ϰϮϮϬE͘:ŽƐĞLJ>Ŷ͘ DĞĞƚŝŶŐZŽŽŵϮ ĂƌƌŽůůƚŽŶ ϳϱϬϭϬϮϬϮϬ WĂƌƌ>ŝďƌĂƌLJ ϲϮϬϬtŝŶĚŚĂǀĞŶWŬǁLJ͘ WƵďůŝĐDĞĞƚŝŶŐZŽŽŵ WůĂŶŽ ϳϱϬϵϯϮϬϮϭ dŚĞŽůŽŶLJŶŶĞdž ϲϴϬϰDĂŝŶ^ƚ͘ ŶŶĞdžƵŝůĚŝŶŐ dŚĞŽůŽŶLJ ϳϱϬϱϲϮϬϮϮ dŚĞŽůŽŶLJŶŶĞdž ϲϴϬϰDĂŝŶ^ƚ͘ ŶŶĞdžƵŝůĚŝŶŐ dŚĞŽůŽŶLJ ϳϱϬϱϲϮϬϮϯ dŚĞŽůŽŶLJŶŶĞdž ϲϴϬϰDĂŝŶ^ƚ͘ ŶŶĞdžƵŝůĚŝŶŐ dŚĞŽůŽŶLJ ϳϱϬϱϲϮϬϮϰ dŚĞŽůŽŶLJŶŶĞdž ϲϴϬϰDĂŝŶ^ƚ͘ ŶŶĞdžƵŝůĚŝŶŐ dŚĞŽůŽŶLJ ϳϱϬϱϲϮϬϮϱ dŚĞŽůŽŶLJŶŶĞdž ϲϴϬϰDĂŝŶ^ƚ͘ ŶŶĞdžƵŝůĚŝŶŐ dŚĞŽůŽŶLJ ϳϱϬϱϲϮϬϮϲ dŚĞŽůŽŶLJŶŶĞdž ϲϴϬϰDĂŝŶ^ƚ͘ ŶŶĞdžƵŝůĚŝŶŐ dŚĞŽůŽŶLJ ϳϱϬϱϲϮϬϮϳ &ƌŝƐĐŽ&ŝƌĞ^ƚĂƚŝŽŶηϳ ϯϯϬt͘^ƚŽŶĞďƌŽŽŬWŬǁLJ͘dƌĂŝŶŝŶŐZŽŽŵ &ƌŝƐĐŽ ϳϱϬϯϲϮϬϮϴ >ŝƚƚůĞůŵŽŵŵƵŶŝƚLJĞŶƚĞƌ ϭϬϳ,ĂƌĚǁŝĐŬĞ>Ŷ͘ ŽŵŵƵŶŝƚLJZŽŽŵ >ŝƚƚůĞůŵ ϳϱϬϲϴϮϬϮϵ &ƌŝƐĐŽ&ŝƌĞ^ƚĂƚŝŽŶηϳ ϯϯϬt͘^ƚŽŶĞďƌŽŽŬWŬǁLJ͘ dƌĂŝŶŝŶŐZŽŽŵ &ƌŝƐĐŽ ϳϱϬϯϲϮϬϯϬ >ŝƚƚůĞůŵŽŵŵƵŶŝƚLJĞŶƚĞƌ ϭϬϳ,ĂƌĚǁŝĐŬĞ>Ŷ͘ ŽŵŵƵŶŝƚLJZŽŽŵ >ŝƚƚůĞůŵ ϳϱϬϲϴϮϬϯϭ >ŝƚƚůĞůŵŽŵŵƵŶŝƚLJĞŶƚĞƌ ϭϬϳ,ĂƌĚǁŝĐŬĞ>Ŷ͘ ŽŵŵƵŶŝƚLJZŽŽŵ >ŝƚƚůĞůŵ ϳϱϬϲϴϮϬϯϮ >ŝƚƚůĞůŵŽŵŵƵŶŝƚLJĞŶƚĞƌ ϭϬϳ,ĂƌĚǁŝĐŬĞ>Ŷ͘ ŽŵŵƵŶŝƚLJZŽŽŵ >ŝƚƚůĞůŵ ϳϱϬϲϴϮϬϯϯ ZŽƐĞŵĞĂĚĞZĞĐƌĞĂƚŝŽŶĞŶƚĞƌ ϭϯϯϬ͘ZŽƐĞŵĞĂĚĞWŬǁLJ͘ &ƌŽŶƚ^ŶĂĐŬƌĞĂ ĂƌƌŽůůƚŽŶ ϳϱϬϬϳϮϬϯϰ ĂƌƌŽůůƚŽŶWƵďůŝĐ>ŝďƌĂƌLJ ϰϮϮϬE͘:ŽƐĞLJ>Ŷ͘ DĞĞƚŝŶŐZŽŽŵϮ ĂƌƌŽůůƚŽŶ ϳϱϬϭϬϮϬϯϱ &ƌŝƐĐŽ&ŝƌĞ^ƚĂƚŝŽŶηϳ ϯϯϬt͘^ƚŽŶĞďƌŽŽŬWŬǁLJ͘ dƌĂŝŶŝŶŐZŽŽŵ &ƌŝƐĐŽ ϳϱϬϯϲϮϬϯϲ ĂƌƌŽůůƚŽŶWƵďůŝĐ>ŝďƌĂƌLJ ϰϮϮϬE͘:ŽƐĞLJ>Ŷ͘ DĞĞƚŝŶŐZŽŽŵϮ ĂƌƌŽůůƚŽŶ ϳϱϬϭϬϯϬϬϬ >ĂŬĞĂůůĂƐŝƚLJ,Ăůů ϮϭϮDĂŝŶ^ƚ͘ ŽŵŵƵŶŝƚLJZŽŽŵ >ĂŬĞĂůůĂƐ ϳϱϬϲϱϯϬϬϭ ,ŝĐŬŽƌLJƌĞĞŬdŽǁŶ,Ăůů ϭϬϳϱZŽŶĂůĚZĞĂŐĂŶǀĞ͘ ŽƵŶĐŝůŚĂŵďĞƌƐ ,ŝĐŬŽƌLJƌĞĞŬ ϳϱϬϲϱϯϬϬϮ ,ŝŐŚůĂŶĚsŝůůĂŐĞDƵŶŝĐŝƉĂůŽŵƉůĞdž ϭϬϬϬ,ŝŐŚůĂŶĚsŝůůĂŐĞZĚ͘dƌĂŝŶŝŶŐZŽŽŵ ,ŝŐŚůĂŶĚsŝůůĂŐĞ ϳϱϬϳϳϯϬϬϯ ,ŝŐŚůĂŶĚsŝůůĂŐĞDƵŶŝĐŝƉĂůŽŵƉůĞdž ϭϬϬϬ,ŝŐŚůĂŶĚsŝůůĂŐĞZĚ͘dƌĂŝŶŝŶŐZŽŽŵ ,ŝŐŚůĂŶĚsŝůůĂŐĞ ϳϱϬϳϳϯϬϬϰ ,ŝŐŚůĂŶĚsŝůůĂŐĞDƵŶŝĐŝƉĂůŽŵƉůĞdž ϭϬϬϬ,ŝŐŚůĂŶĚsŝůůĂŐĞZĚ͘dƌĂŝŶŝŶŐZŽŽŵ ,ŝŐŚůĂŶĚsŝůůĂŐĞ ϳϱϬϳϳ 635 WƌĞĐŝŶĐƚ;ƉƌĞĐŝŶƚŽͿ>ŽĐĂƚŝŽŶ;ůƵŐĂƌͿĚĚƌĞƐƐ;ĚŝƌĞĐĐŝſŶͿZŽŽŵ;ƐŝƚŽĚĞǀŽƚĂĐŝſŶͿŝƚLJ;ĐŝƵĚĂĚͿŝƉĐŽĚĞ;ĐſĚŝŐŽƉŽƐƚĂůͿ'EZ>E^W/>>d/KE^Ͳ>d/KEzzWZ^KE>WWZE>Kd/KE^;>h'Z^sKd/MEE>1>/MEWKZWZ//MEWZ^KE>>>/KE^'EZ>^z^W/>^>ϮϬϮϬͿDĂLJϭ͕ϮϬϮϭͲͲϳ͗ϬϬĂŵͲϳ͗ϬϬƉŵ;ϭĚĞŵĂLJŽĚĞϮϬϮϭͲͲϳ͗ϬϬĂŵͲϳ͗ϬϬƉŵͿϯϬϬϱ ,ŝŐŚůĂŶĚsŝůůĂŐĞDƵŶŝĐŝƉĂůŽŵƉůĞdž ϭϬϬϬ,ŝŐŚůĂŶĚsŝůůĂŐĞZĚ͘dƌĂŝŶŝŶŐZŽŽŵ ,ŝŐŚůĂŶĚsŝůůĂŐĞ ϳϱϬϳϳϯϬϬϲ &ƌĞĚĞƌŝĐŬW,ĞƌƌŝŶŐZĞĐƌĞĂƚŝŽŶĞŶƚĞƌ ϭϵϭŝǀŝĐŝƌ͘ ŽŵŵŽŶƌĞĂ >ĞǁŝƐǀŝůůĞ ϳϱϬϲϳϯϬϬϳ &ƌĞĚĞƌŝĐŬW,ĞƌƌŝŶŐZĞĐƌĞĂƚŝŽŶĞŶƚĞƌ ϭϵϭŝǀŝĐŝƌ͘ ŽŵŵŽŶƌĞĂ >ĞǁŝƐǀŝůůĞ ϳϱϬϲϳϯϬϬϴ &ƌĞĚĞƌŝĐŬW,ĞƌƌŝŶŐZĞĐƌĞĂƚŝŽŶĞŶƚĞƌ ϭϵϭŝǀŝĐŝƌ͘ ŽŵŵŽŶƌĞĂ >ĞǁŝƐǀŝůůĞ ϳϱϬϲϳϯϬϬϵ &ƌĞĚĞƌŝĐŬW,ĞƌƌŝŶŐZĞĐƌĞĂƚŝŽŶĞŶƚĞƌ ϭϵϭŝǀŝĐŝƌ͘ ŽŵŵŽŶƌĞĂ >ĞǁŝƐǀŝůůĞ ϳϱϬϲϳϯϬϭϬ &ƌĞĚĞƌŝĐŬW,ĞƌƌŝŶŐZĞĐƌĞĂƚŝŽŶĞŶƚĞƌ ϭϵϭŝǀŝĐŝƌ͘ ŽŵŵŽŶƌĞĂ >ĞǁŝƐǀŝůůĞ ϳϱϬϲϳϯϬϭϭ &ƌĞĚĞƌŝĐŬW,ĞƌƌŝŶŐZĞĐƌĞĂƚŝŽŶĞŶƚĞƌ ϭϵϭŝǀŝĐŝƌ͘ ŽŵŵŽŶƌĞĂ >ĞǁŝƐǀŝůůĞ ϳϱϬϲϳϯϬϭϮ sŝĐƚŽƌŝŽƵƐ>ŝĨĞŚƵƌĐŚ ϮϲϳϭDĂĐƌƚŚƵƌůǀĚ͘ &ĞůůŽǁƐŚŝƉ,Ăůů >ĞǁŝƐǀŝůůĞ ϳϱϬϲϳϯϬϭϯ sŝĐƚŽƌŝŽƵƐ>ŝĨĞŚƵƌĐŚ ϮϲϳϭDĂĐƌƚŚƵƌůǀĚ͘ &ĞůůŽǁƐŚŝƉ,Ăůů >ĞǁŝƐǀŝůůĞ ϳϱϬϲϳϯϬϭϰ sŝĐƚŽƌŝŽƵƐ>ŝĨĞŚƵƌĐŚ ϮϲϳϭDĂĐƌƚŚƵƌůǀĚ͘ &ĞůůŽǁƐŚŝƉ,Ăůů >ĞǁŝƐǀŝůůĞ ϳϱϬϲϳϯϬϭϱ &ƌĞĚĞƌŝĐŬW,ĞƌƌŝŶŐZĞĐƌĞĂƚŝŽŶĞŶƚĞƌ ϭϵϭŝǀŝĐŝƌ͘ ŽŵŵŽŶƌĞĂ >ĞǁŝƐǀŝůůĞ ϳϱϬϲϳϯϬϭϲ sŝĐƚŽƌŝŽƵƐ>ŝĨĞŚƵƌĐŚ ϮϲϳϭDĂĐƌƚŚƵƌůǀĚ͘ &ĞůůŽǁƐŚŝƉ,Ăůů >ĞǁŝƐǀŝůůĞ ϳϱϬϲϳϯϬϭϳ sŝĐƚŽƌŝŽƵƐ>ŝĨĞŚƵƌĐŚ ϮϲϳϭDĂĐƌƚŚƵƌůǀĚ͘ &ĞůůŽǁƐŚŝƉ,Ăůů >ĞǁŝƐǀŝůůĞ ϳϱϬϲϳϯϬϭϴ &ƌĞĚĞƌŝĐŬW,ĞƌƌŝŶŐZĞĐƌĞĂƚŝŽŶĞŶƚĞƌ ϭϵϭŝǀŝĐŝƌ͘ ŽŵŵŽŶƌĞĂ >ĞǁŝƐǀŝůůĞ ϳϱϬϲϳϯϬϭϵ sŝĐƚŽƌŝŽƵƐ>ŝĨĞŚƵƌĐŚ ϮϲϳϭDĂĐƌƚŚƵƌůǀĚ͘ &ĞůůŽǁƐŚŝƉ,Ăůů >ĞǁŝƐǀŝůůĞ ϳϱϬϲϳϯϬϮϬ sŝĐƚŽƌŝŽƵƐ>ŝĨĞŚƵƌĐŚ ϮϲϳϭDĂĐƌƚŚƵƌůǀĚ͘ &ĞůůŽǁƐŚŝƉ,Ăůů >ĞǁŝƐǀŝůůĞ ϳϱϬϲϳϯϬϮϭ &ƌĞĚĞƌŝĐŬW,ĞƌƌŝŶŐZĞĐƌĞĂƚŝŽŶĞŶƚĞƌ ϭϵϭŝǀŝĐŝƌ͘ ŽŵŵŽŶƌĞĂ >ĞǁŝƐǀŝůůĞ ϳϱϬϲϳϯϬϮϮ sŝĐƚŽƌŝŽƵƐ>ŝĨĞŚƵƌĐŚ ϮϲϳϭDĂĐƌƚŚƵƌůǀĚ͘ &ĞůůŽǁƐŚŝƉ,Ăůů >ĞǁŝƐǀŝůůĞ ϳϱϬϲϳϯϬϮϯ sŝĐƚŽƌŝŽƵƐ>ŝĨĞŚƵƌĐŚ ϮϲϳϭDĂĐƌƚŚƵƌůǀĚ͘ &ĞůůŽǁƐŚŝƉ,Ăůů >ĞǁŝƐǀŝůůĞ ϳϱϬϲϳϯϬϮϰ &ůŽǁĞƌDŽƵŶĚŽŵŵƵŶŝƚLJĐƚŝǀŝƚLJĞŶƚĞƌ ϭϮϬϬ'ĞƌĂƵůƚZĚ͘ WĞĐĂŶĂŶĚWŽƐƚKĂŬZŽŽŵƐ &ůŽǁĞƌDŽƵŶĚ ϳϱϬϮϴϯϬϮϱ &ůŽǁĞƌDŽƵŶĚŽŵŵƵŶŝƚLJĐƚŝǀŝƚLJĞŶƚĞƌ ϭϮϬϬ'ĞƌĂƵůƚZĚ͘ WĞĐĂŶĂŶĚWŽƐƚKĂŬZŽŽŵƐ &ůŽǁĞƌDŽƵŶĚ ϳϱϬϮϴϯϬϮϲ &ůŽǁĞƌDŽƵŶĚŽŵŵƵŶŝƚLJĐƚŝǀŝƚLJĞŶƚĞƌ ϭϮϬϬ'ĞƌĂƵůƚZĚ͘ WĞĐĂŶĂŶĚWŽƐƚKĂŬZŽŽŵƐ &ůŽǁĞƌDŽƵŶĚ ϳϱϬϮϴϯϬϮϳ &ůŽǁĞƌDŽƵŶĚŽŵŵƵŶŝƚLJĐƚŝǀŝƚLJĞŶƚĞƌ ϭϮϬϬ'ĞƌĂƵůƚZĚ͘ WĞĐĂŶĂŶĚWŽƐƚKĂŬZŽŽŵƐ &ůŽǁĞƌDŽƵŶĚ ϳϱϬϮϴϯϬϮϴ &ůŽǁĞƌDŽƵŶĚŽŵŵƵŶŝƚLJĐƚŝǀŝƚLJĞŶƚĞƌ ϭϮϬϬ'ĞƌĂƵůƚZĚ͘ WĞĐĂŶĂŶĚWŽƐƚKĂŬZŽŽŵƐ &ůŽǁĞƌDŽƵŶĚ ϳϱϬϮϴϯϬϮϵ &ůŽǁĞƌDŽƵŶĚ^ĞŶŝŽƌĞŶƚĞƌ ϮϳϬϭt͘tŝŶĚƐŽƌƌ͘ ĂůůƌŽŽŵƐ͕͕ĂŶĚ &ůŽǁĞƌDŽƵŶĚ ϳϱϬϮϴϯϬϯϬ &ůŽǁĞƌDŽƵŶĚ^ĞŶŝŽƌĞŶƚĞƌ ϮϳϬϭt͘tŝŶĚƐŽƌƌ͘ ĂůůƌŽŽŵƐ͕͕ĂŶĚ &ůŽǁĞƌDŽƵŶĚ ϳϱϬϮϴϯϬϯϭ &ůŽǁĞƌDŽƵŶĚ^ĞŶŝŽƌĞŶƚĞƌ ϮϳϬϭt͘tŝŶĚƐŽƌƌ͘ ĂůůƌŽŽŵƐ͕͕ĂŶĚ &ůŽǁĞƌDŽƵŶĚ ϳϱϬϮϴϯϬϯϮ sŝĐƚŽƌŝŽƵƐ>ŝĨĞŚƵƌĐŚ ϮϲϳϭDĂĐƌƚŚƵƌůǀĚ͘ &ĞůůŽǁƐŚŝƉ,Ăůů >ĞǁŝƐǀŝůůĞ ϳϱϬϲϳϯϬϯϯ &ůŽǁĞƌDŽƵŶĚ^ĞŶŝŽƌĞŶƚĞƌ ϮϳϬϭt͘tŝŶĚƐŽƌƌ͘ ĂůůƌŽŽŵƐ͕͕ĂŶĚ &ůŽǁĞƌDŽƵŶĚ ϳϱϬϮϴϰϬϬϬ <ƌƵŵ/^ĚŵŝŶƵŝůĚŝŶŐ ϭϮϬϬŽďĐĂƚůǀĚ͘ ŽĂƌĚƌŽŽŵ <ƌƵŵ ϳϲϮϰϵϰϬϬϭ <ƌƵŵ/^ĚŵŝŶƵŝůĚŝŶŐ ϭϮϬϬŽďĐĂƚůǀĚ͘ ŽĂƌĚƌŽŽŵ <ƌƵŵ ϳϲϮϰϵϰϬϬϮ WŽŶĚĞƌdŽǁŶ,Ăůů ϭϬϮt͘ĂŝůĞLJ^ƚ͘ ŽƵŶĐŝůŚĂŵďĞƌƐ WŽŶĚĞƌ ϳϲϮϱϵϰϬϬϯ ZŽďƐŽŶZĂŶĐŚůƵƵƐĞ ϵϰϮϴĚZŽďƐŽŶŝƌ͘ DĞĚŝŶĂͬĂŶĚĞƌĂZŽŽŵ ĞŶƚŽŶ ϳϲϮϬϳ 636 WƌĞĐŝŶĐƚ;ƉƌĞĐŝŶƚŽͿ>ŽĐĂƚŝŽŶ;ůƵŐĂƌͿĚĚƌĞƐƐ;ĚŝƌĞĐĐŝſŶͿZŽŽŵ;ƐŝƚŽĚĞǀŽƚĂĐŝſŶͿŝƚLJ;ĐŝƵĚĂĚͿŝƉĐŽĚĞ;ĐſĚŝŐŽƉŽƐƚĂůͿ'EZ>E^W/>>d/KE^Ͳ>d/KEzzWZ^KE>WWZE>Kd/KE^;>h'Z^sKd/MEE>1>/MEWKZWZ//MEWZ^KE>>>/KE^'EZ>^z^W/>^>ϮϬϮϬͿDĂLJϭ͕ϮϬϮϭͲͲϳ͗ϬϬĂŵͲϳ͗ϬϬƉŵ;ϭĚĞŵĂLJŽĚĞϮϬϮϭͲͲϳ͗ϬϬĂŵͲϳ͗ϬϬƉŵͿϰϬϬϰ sŽĞƌƚŵĂŶΖƐŽŽŬƐƚŽƌĞ ϭϯϭϰt͘,ŝĐŬŽƌLJ^ƚ͘ ƌƚ'ĂůůĞƌLJ ĞŶƚŽŶ ϳϲϮϬϭϰϬϬϱ EŽƌƚŚ>ĂŬĞƐZĞĐƌĞĂƚŝŽŶĞŶƚĞƌ ϮϬϬϭt͘tŝŶĚƐŽƌƌ͘ ZŽŽŵ ĞŶƚŽŶ ϳϲϮϬϳϰϬϬϲ EŽƌƚŚƌĂŶĐŚ>ŝďƌĂƌLJ ϯϬϮϬE͘>ŽĐƵƐƚ^ƚ͘ DĞĞƚŝŶŐZŽŽŵ ĞŶƚŽŶ ϳϲϮϬϵϰϬϬϳ sŽĞƌƚŵĂŶΖƐŽŽŬƐƚŽƌĞ ϭϯϭϰt͘,ŝĐŬŽƌLJ^ƚ͘ ƌƚ'ĂůůĞƌLJ ĞŶƚŽŶ ϳϲϮϬϭϰϬϬϴ ĞŶƚŽŶŝǀŝĐĞŶƚĞƌ ϯϮϭ͘DĐ<ŝŶŶĞLJ^ƚ͘ DĞĞƚŝŶŐZŽŽŵϭ ĞŶƚŽŶ ϳϲϮϬϭϰϬϬϵ ĞŶƚŽŶŝǀŝĐĞŶƚĞƌ ϯϮϭ͘DĐ<ŝŶŶĞLJ^ƚ͘ DĞĞƚŝŶŐZŽŽŵϭ ĞŶƚŽŶ ϳϲϮϬϭϰϬϭϬ ĞŶƚŽŶŝǀŝĐĞŶƚĞƌ ϯϮϭ͘DĐ<ŝŶŶĞLJ^ƚ͘ DĞĞƚŝŶŐZŽŽŵϭ ĞŶƚŽŶ ϳϲϮϬϭϰϬϭϭ DĂƌƚŝŶ>ƵƚŚĞƌ<ŝŶŐ:ƌ͘ZĞĐƌĞĂƚŝŽŶĞŶƚĞƌ ϭϯϬϬtŝůƐŽŶ^ƚ͘ ŵŵŽŶƐZŽŽŵ ĞŶƚŽŶ ϳϲϮϬϱϰϬϭϮ ĞŶƚŽŶ/^^/^<^ĞƌǀŝĐĞĞŶƚĞƌ ϮϯϬE͘DĂLJŚŝůůZĚ͘ ƐƐĞŵďůLJZŽŽŵ ĞŶƚŽŶ ϳϲϮϬϴϰϬϭϯ sŽĞƌƚŵĂŶΖƐŽŽŬƐƚŽƌĞ ϭϯϭϰt͘,ŝĐŬŽƌLJ^ƚ͘ ƌƚ'ĂůůĞƌLJ ĞŶƚŽŶ ϳϲϮϬϭϰϬϭϰ DĂƌƚŝŶ>ƵƚŚĞƌ<ŝŶŐ:ƌ͘ZĞĐƌĞĂƚŝŽŶĞŶƚĞƌ ϭϯϬϬtŝůƐŽŶ^ƚ͘ ŵŵŽŶƐZŽŽŵ ĞŶƚŽŶ ϳϲϮϬϱϰϬϭϱ ĞŶŝĂZĞĐƌĞĂƚŝŽŶĞŶƚĞƌ ϭϬϬϭWĂƌǀŝŶ^ƚ͘ ZŽŽŵ ĞŶƚŽŶ ϳϲϮϬϱϰϬϭϲ >͘͘EĞůƐŽŶůĞŵĞŶƚĂƌLJ ϯϵϬϵdĞĂƐůĞLJ>Ŷ͘ 'LJŵ ĞŶƚŽŶ ϳϲϮϭϬϰϬϭϳ ĞŶƚŽŶŽƵŶƚLJ^ŽƵƚŚǁĞƐƚŽƵƌƚŚŽƵƐĞ ϲϮϬϬĂŶLJŽŶ&ĂůůƐƌ͘ ŽŵŵƵŶŝƚLJZŽŽŵ &ůŽǁĞƌDŽƵŶĚ ϳϲϮϮϲϰϬϭϴ ŽƵďůĞKĂŬdŽǁŶ,Ăůů ϯϮϬtĂŬĞƚŽŶZĚ͘ ŽƵŶĐŝůŚĂŵďĞƌƐ ŽƵďůĞKĂŬ ϳϱϬϳϳϰϬϭϵ ŽƵďůĞKĂŬdŽǁŶ,Ăůů ϯϮϬtĂŬĞƚŽŶZĚ͘ ŽƵŶĐŝůŚĂŵďĞƌƐ ŽƵďůĞKĂŬ ϳϱϬϳϳϰϬϮϬ ŽƵďůĞKĂŬdŽǁŶ,Ăůů ϯϮϬtĂŬĞƚŽŶZĚ͘ ŽƵŶĐŝůŚĂŵďĞƌƐ ŽƵďůĞKĂŬ ϳϱϬϳϳϰϬϮϭ ŽƵďůĞKĂŬdŽǁŶ,Ăůů ϯϮϬtĂŬĞƚŽŶZĚ͘ ŽƵŶĐŝůŚĂŵďĞƌƐ ŽƵďůĞKĂŬ ϳϱϬϳϳϰϬϮϮ ŽƵďůĞKĂŬdŽǁŶ,Ăůů ϯϮϬtĂŬĞƚŽŶZĚ͘ ŽƵŶĐŝůŚĂŵďĞƌƐ ŽƵďůĞKĂŬ ϳϱϬϳϳϰϬϮϯ &ůŽǁĞƌDŽƵŶĚ^ĞŶŝŽƌĞŶƚĞƌ ϮϳϬϭt͘tŝŶĚƐŽƌƌ͘ ĂůůƌŽŽŵƐ͕͕ĂŶĚ &ůŽǁĞƌDŽƵŶĚ ϳϱϬϮϴϰϬϮϰ &ůŽǁĞƌDŽƵŶĚ^ĞŶŝŽƌĞŶƚĞƌ ϮϳϬϭt͘tŝŶĚƐŽƌƌ͘ ĂůůƌŽŽŵƐ͕͕ĂŶĚ &ůŽǁĞƌDŽƵŶĚ ϳϱϬϮϴϰϬϮϱ &ůŽǁĞƌDŽƵŶĚ^ĞŶŝŽƌĞŶƚĞƌ ϮϳϬϭt͘tŝŶĚƐŽƌƌ͘ ĂůůƌŽŽŵƐ͕͕ĂŶĚ &ůŽǁĞƌDŽƵŶĚ ϳϱϬϮϴϰϬϮϲ &ůŽǁĞƌDŽƵŶĚŽŵŵƵŶŝƚLJĐƚŝǀŝƚLJĞŶƚĞƌ ϭϮϬϬ'ĞƌĂƵůƚZĚ͘ WĞĐĂŶĂŶĚWŽƐƚKĂŬZŽŽŵƐ &ůŽǁĞƌDŽƵŶĚ ϳϱϬϮϴϰϬϮϳ &ůŽǁĞƌDŽƵŶĚŽŵŵƵŶŝƚLJĐƚŝǀŝƚLJĞŶƚĞƌϭϮϬϬ'ĞƌĂƵůƚZĚ͘ WĞĐĂŶĂŶĚWŽƐƚKĂŬZŽŽŵƐ &ůŽǁĞƌDŽƵŶĚ ϳϱϬϮϴϰϬϮϴ &ůŽǁĞƌDŽƵŶĚ^ĞŶŝŽƌĞŶƚĞƌ ϮϳϬϭt͘tŝŶĚƐŽƌƌ͘ ĂůůƌŽŽŵƐ͕͕ĂŶĚ &ůŽǁĞƌDŽƵŶĚ ϳϱϬϮϴϰϬϮϵ ĞŶƚŽŶŽƵŶƚLJ^ŽƵƚŚǁĞƐƚŽƵƌƚŚŽƵƐĞ ϲϮϬϬĂŶLJŽŶ&ĂůůƐƌ͘ ŽŵŵƵŶŝƚLJZŽŽŵ &ůŽǁĞƌDŽƵŶĚ ϳϲϮϮϲϰϬϯϬ dƌŽƉŚLJůƵďdŽǁŶ,Ăůů ϭdƌŽƉŚLJtŽŽĚƌ͘ KZŽŽŵ dƌŽƉŚLJůƵď ϳϲϮϲϮϰϬϯϭ dƌŽƉŚLJůƵďdŽǁŶ,Ăůů ϭdƌŽƉŚLJtŽŽĚƌ͘ KZŽŽŵ dƌŽƉŚLJůƵď ϳϲϮϲϮϰϬϯϮ dƌŽƉŚLJůƵďdŽǁŶ,Ăůů ϭdƌŽƉŚLJtŽŽĚƌ͘ KZŽŽŵ dƌŽƉŚLJůƵď ϳϲϮϲϮϰϬϯϯ ZŽĂŶŽŬĞWƵďůŝĐ>ŝďƌĂƌLJ ϯϬϴ^͘tĂůŶƵƚ^ƚ͘ DĞĞƚŝŶŐZŽŽŵƐΘ ZŽĂŶŽŬĞ ϳϲϮϲϮϰϬϯϰ EŽƌƚŚǁĞƐƚ/^ĚŵŝŶůĚŐ ϮϬϬϭdĞdžĂŶƌ͘ ƵƌƌŝĐƵůƵŵĞƐŝŐŶĞŶƚĞƌZŽŽŵ :ƵƐƚŝŶ ϳϲϮϰϳϰϬϯϱ EŽƌƚŚůĂŬĞdŽǁŶ,Ăůů ϭϱϬϬŽŵŵŽŶƐŝƌ͘^ƚĞ͘ϯϬϬ ŽƵŶĐŝůŚĂŵďĞƌƐ EŽƌƚŚůĂŬĞ ϳϲϮϮϲϰϬϯϲ :ƵƐƚŝŶDƵŶŝĐŝƉĂůŽŵƉůĞdž ϰϭϱE͘ŽůůĞŐĞǀĞ͘ ŽƵŶĐŝůŚĂŵďĞƌƐ:ƵƐƚŝŶ ϳϲϮϰϳ 637 WƌĞĐŝŶĐƚ;ƉƌĞĐŝŶƚŽͿ>ŽĐĂƚŝŽŶ;ůƵŐĂƌͿĚĚƌĞƐƐ;ĚŝƌĞĐĐŝſŶͿZŽŽŵ;ƐŝƚŽĚĞǀŽƚĂĐŝſŶͿŝƚLJ;ĐŝƵĚĂĚͿŝƉĐŽĚĞ;ĐſĚŝŐŽƉŽƐƚĂůͿ'EZ>E^W/>>d/KE^Ͳ>d/KEzzWZ^KE>WWZE>Kd/KE^;>h'Z^sKd/MEE>1>/MEWKZWZ//MEWZ^KE>>>/KE^'EZ>^z^W/>^>ϮϬϮϬͿDĂLJϭ͕ϮϬϮϭͲͲϳ͗ϬϬĂŵͲϳ͗ϬϬƉŵ;ϭĚĞŵĂLJŽĚĞϮϬϮϭͲͲϳ͗ϬϬĂŵͲϳ͗ϬϬƉŵͿϰϬϯϳ ĞŶŝĂZĞĐƌĞĂƚŝŽŶĞŶƚĞƌ ϭϬϬϭWĂƌǀŝŶ^ƚ͘ ZŽŽŵ ĞŶƚŽŶ ϳϲϮϬϱϰϬϯϴ EŽƌƚŚ>ĂŬĞƐZĞĐƌĞĂƚŝŽŶĞŶƚĞƌ ϮϬϬϭt͘tŝŶĚƐŽƌƌ͘ ZŽŽŵ ĞŶƚŽŶ ϳϲϮϬϳϰϬϯϵ sŽĞƌƚŵĂŶΖƐŽŽŬƐƚŽƌĞ ϭϯϭϰt͘,ŝĐŬŽƌLJ^ƚ͘ ƌƚ'ĂůůĞƌLJ ĞŶƚŽŶ ϳϲϮϬϭϰϬϰϬ EŽƌƚŚ>ĂŬĞƐZĞĐƌĞĂƚŝŽŶĞŶƚĞƌ ϮϬϬϭt͘tŝŶĚƐŽƌƌ͘ ZŽŽŵ ĞŶƚŽŶ ϳϲϮϬϳϰϬϰϭ ĞŶƚŽŶ/^^/^<^ĞƌǀŝĐĞĞŶƚĞƌ ϮϯϬE͘DĂLJŚŝůůZĚ͘ ƐƐĞŵďůLJZŽŽŵ ĞŶƚŽŶ ϳϲϮϬϴϰϬϰϮ <ƌƵŵ/^ĚŵŝŶƵŝůĚŝŶŐ ϭϮϬϬŽďĐĂƚůǀĚ͘ ŽĂƌĚƌŽŽŵ <ƌƵŵ ϳϲϮϰϵϰϬϰϯ ŽƵďůĞKĂŬdŽǁŶ,Ăůů ϯϮϬtĂŬĞƚŽŶZĚ͘ ŽƵŶĐŝůŚĂŵďĞƌƐ ŽƵďůĞKĂŬ ϳϱϬϳϳϰϬϰϰ ĞŶƚŽŶ&ŝƌĞ^ƚĂƚŝŽŶηϳ ϰϮϬϭsŝŶƚĂŐĞůǀĚ͘ ŽŵŵƵŶŝƚLJZŽŽŵ ƌŐLJůĞ ϳϲϮϮϲϰϬϰϱ sŽĞƌƚŵĂŶΖƐŽŽŬƐƚŽƌĞ ϭϯϭϰt͘,ŝĐŬŽƌLJ^ƚ͘ ƌƚ'ĂůůĞƌLJ ĞŶƚŽŶ ϳϲϮϬϭϰϬϰϲ ŽƵďůĞKĂŬdŽǁŶ,Ăůů ϯϮϬtĂŬĞƚŽŶZĚ͘ ŽƵŶĐŝůŚĂŵďĞƌƐ ŽƵďůĞKĂŬ ϳϱϬϳϳϰϬϰϳ ZŽĂŶŽŬĞWƵďůŝĐ>ŝďƌĂƌLJ ϯϬϴ^͘tĂůŶƵƚ^ƚ͘ DĞĞƚŝŶŐZŽŽŵƐΘ ZŽĂŶŽŬĞ ϳϲϮϲϮϰϬϰϴ EŽƌƚŚǁĞƐƚ/^ĚŵŝŶůĚŐ ϮϬϬϭdĞdžĂŶƌ͘ ƵƌƌŝĐƵůƵŵĞƐŝŐŶĞŶƚĞƌZŽŽŵ :ƵƐƚŝŶ ϳϲϮϰϳϰϬϰϵ :ƵƐƚŝŶDƵŶŝĐŝƉĂůŽŵƉůĞdž ϰϭϱE͘ŽůůĞŐĞǀĞ͘ ŽƵŶĐŝůŚĂŵďĞƌƐ:ƵƐƚŝŶ ϳϲϮϰϳ 638 CONTRACT FOR ELECTION SERVICES ELECTION DATE: 2021-05-01 POLITICAL SUBDIVISION:DENTON Eligible Voter Percentage = 0.088183462 Cost Election Election Your Your Category Units or description Per Unit Estimate Actual Estimate Actual General GEN - Verity Build Usage $400.00 $16,800.00 $400.00 GEN - EVBB $1,200.00 $105.82 GEN - Legal Notices $35.40 $3.12 GEN - Temporary Support Staff $22,000.00 $1,940.04 GEN - Election Dept Staff Overtime $0.00 $0.00 GEN - Early Voting Emergency Kit $288.00 $288.00 $25.40 GEN - Translation Services $0.00 $0.00 Category Subtotal $40,323.40 $0.00 $2,474.37 $0.00 Early Voting EV - Location Rental/Custodial $0.00 $0.00 EV - Ballots $0.13 $6,169.59 $543.50 EV - Poll Pad Paper $0.007 $332.24 $29.27 EV - Election Supply Carrier $2,515.00 $90,540.00 $8,802.50 EV - Equipment Delivery/Pick Up Fee $250.00 $8,750.00 $750.00 EV - Judge's Equipment Return Fee $25.00 $900.00 $87.50 EV - Training Materials $6.96 $250.56 $24.36 EV - Blue Tamper Evident Seals $0.003 $0.43 $0.04 EV - Red Barcoded Seals $0.67 $192.96 $18.76 EV - Mifi Usage $75.98 $2,735.28 $265.93 EV - Non-Barcoded Seals - 9 days $0.17 $563.04 $54.74 EV - PPE Kit $363.93 $13,101.48 $1,273.76 Category Subtotal $123,535.58 $0.00 $11,850.36 $0.00 Absentee ABS - Mail Ballots $1.99 $1,623.84 $228.85 Category Subtotal $1,623.84 $0.00 $228.85 $0.00 Election Day ED - Ballots $0.13 $6,169.59 $543.50 ED - Location Rental/Custodial $0.00 $0.00 ED - Poll Pad Paper $0.007 $332.24 $29.27 ED - Election Supply Carrier $2,515.00 $110,660.00 $12,645.24 ED - Training Materials $6.96 $306.24 $34.99 ED - Equipment Delivery/Pick Up Fee $250.00 $11,000.00 $1,256.98 ED - Judge's Equipment Return Fee $25.00 $1,100.00 $125.70 ED - Emergency Kit $4.00 $176.00 $20.11 ED - Blue Tamper Evident Seals $0.003 $0.53 $0.06 ED - Red Barcoded Seals $0.67 $235.84 $26.95 ED - Non-Barcoded Seals $0.17 $97.24 $11.11 ED - Mifi Usage $75.98 $3,343.12 $382.02 ED - PPE Kit $115.50 $5,082.00 $580.73 Category Subtotal $138,502.80 $0.00 $15,656.66 $0.00 Provisional PRV- Provisional Ballots $0.45 $424.80 $37.80 Category Subtotal $424.80 $0.00 $37.80 $0.00 Personnel Early Voting Poll Workers $16.00 $211,968.00 $20,608.00 Election Day Poll Workers $15.00 $36,960.00 $4,223.46 Category Subtotal $248,928.00 $0.00 $24,831.46 $0.00 Total Election Expenses ELECTION SUBTOTAL: $553,338.42 $0.00 $55,079.50 $0.00 Flat fees $1,200.00 $1,200.00 $0.00 $0.00 County Election Services Contract Administration Fee (10%) $55,333.84 $0.00 $5,507.95 $0.00 TOTAL COST OF ELECTION: $609,872.26 $1,200.00 $60,587.45 $0.00 Additional Charges 639 ORDINANCE NO. 21-179 AN ORDINANCE ORDERPqG AN ELECTION TO BE HELD IN THE CITY OF DENTON ON MAY 1, 2021 AND, IF A RUNOFF ELECTION IS REQUIRED, ON JUNE 5, 2021, FOR THE PURPOSE OF ELECTING COUNCIL MEMBERS TO DISTRICTS 1, 2, 3 AND 4 OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS; PRESCRIBING THE TIME AND MANNER OF THE CONDUCT OF THE ELECTION TO BE IN ACCORDANCE WITH A JOINT ELECTION AGREEMENT AND CONTRACT FOR ELECTION SERVICES WITH THE ELECTIONS ADMINISTRATOR OF DENTON COUNTY; PROVEDING A SEVERABILITY CLAUSE; PROVmiNG AN OPEN MEETINGS CLAUSE; AND PROVDING AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. A municipal election is ordered to be held in the City of Denton, Texas on Saturday, May 1, 2021, such date being a uniform election date as defined in Texas Election Code §41.001, as amended (the "Code"), for the purpose of electing council members for Districts 1, 2, 3 and 4. In the event a runoff is required, the runoff election shall be held on Saturday, June 5, 2021 SECTION 2. The polling places shall be designated by the Denton County Elections Administrator (the “Elections Administrator”) in accordance with the provisions of a joint election agreement and contract for election services (the “Agreement”) with the Elections Administrator. The locations of such polling places are set forth in Exhibit A, attached hereto. Exhibit A shall be modified to include additional or different election day polling places designated by the Elections Administrator and to conform to the Agreement. SECTION 3. Early voting shall be conducted by personal appearance at the locations, dates and times set forth in Exhibit A, attached hereto, and during the early voting period as required or permitted by law. Exhibit A shall be modified to include additional or different early voting locations designated by the Elections Administrator and to conform to the Agreement. SECTION 4. The most accurate information on election day and early voting locations and voting times can be found or obtained by visiting the Denton County webpage noted below or contacting said County as noted: Denton County Elections Administrator 701 Kimberly Drive Denton, Texas 76208 (940) 349-3200 https://www.votedenton.com/upcoming-election-information/ SECTION 5. The Elections Administrator shall serve as the early voting clerk in accordance with the terms of the Agreement. The Main Early Voting location for the election for residents of the City shall be at the following address. Applications for early voting by mail must 640 be received no later than the close of regular business on April 20, 202 1. Applications for early voting by mail must be submitted to the following address : Early Voting Clerk Denton County Elections Administrator 701 Kimberly Drive Denton, Texas 76208 SECTION 6. The manner of holding such election and all questions pertaining thereto shall be governed by the election laws of the State of Texas. SECTION 7. The City Council has found and determined that the meeting at which this Ordinance is considered is open to the public, and that notice thereof was given in accordance with provisions of the Texas open meetings law, Texas Government Code Chapter 551, as amended, and that a quorum of the City Council was present. SECTION 8. This Ordinance shall become effective immediately upon its passage and approval. I e X: : q: eb yo r: i n = C e 1$1r a S P1 ::: 1 e d following vote [L - <-'z] : and seconded approved by the Aye \/ V,r ,/ 7 vr V/ ,/ Nay Abstain Absent Gerard Hudspeth, Mayor: Birdia Johnson, District 1 : Connie Baker, District 2: Jesse Davis, District 3 : John Ryan, District 4: Deb Armintor, At Large Place 5 : Paul Meltzer, At Large Place 6: PASSED AND APPROVED this the gU _ day of Feb( UCL fbI _, 2021. GERR IF 641 ATTEST: 1\\\111111114 F D ROSA RIOS, CITY SECRETARY APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY #„„@H,g!$ 642 Exhibit A *POLLING LOCATIONS & EARLY VOTI NG/ELECTION DAY DATES/TI M ES *NOTE: Locations subject to change based on final locations as determined by a joIn elections contract with other participating jurisdictions,Early Voting IEm Location [MmI Mr M1 Denton County Elections Administration MLK Recreation Center aah Branch Library2 Ms'on RancFi- Voertman's South Branch Library Addrw9 EEIs!!mi St. 701 Kimberly Dr. 1300 Wilson St. I &M=;fm 1314 W_ Hickory St_M Teaslev Ln Rmm Meeting Room 1 RoomMuttlp Arnrnons Room meiing Room =sRMiXrMS r –g hI_ am e e e Denton 1 76201 Dear R&a8 Election Day Addrw9 ©' 1300 Wilson St_ M o Room CIViC:M MLK Recreation Center r &lex North Branch Ltbraw Denton Fire Station #7 North Lakes Recreation Center Robson Ranch Clubhouse Voertmarl's ==on Cem L.A. Nelson ElemerH M;>rrl 1MI r Mmbiy Room Library Meeting Raom Community Room Foam BmmM==iiin r Ro-M Gym e e e m} Vintage B’Iv@ 2001 W Windsor Dr. 9428 Ed Robson Cir 1314 W_ Hickory St. 1 ohmEaRI 3909 Teasiey Ln e e MRT7B3amem =limme Denton May 1, 2021 General/Uniform Election Date General, Eg rly Voting Hours Monday Tuesday Wed nesdav Thursday Friday Saturday Sunday Monday Tuesday April 19 April 20 April 21 April 22 April 23 April 24 April 25 April 26 April 27 8 a.m. to S p.m. 8 a.m, to 5 p.m. 8 a.m. to 5 p.m- 8 a.m. to 5 p.m. 8 a.m. to 5 p.m. 8 a.m. to 5 p-m- ll a.m. to 4 p.m. 7 a,m. to 7 p.m. 7 a,m. to 7 p_m. General Eleetion Day Hours Saturday May 1 7 a-m- to 7 p-m, 643 Elections ContractMay 1, 2021 General Election (and June 5, 2021 Runoff Election, if applicable) Rosa Rios City Secretary City Manager’s Office April 6, 2021 1File ID 21-229 644 Background •Contract: Denton County for the administration of elections •Term: General Election, and Runoff if any •Services: City Council Districts 1, 2, 3, and 4; runoff if any •Locations: •Early Voting –36 Countywide Polling Locations (7 in Denton) •Election Day –10 Locations (Denton only) 2 File ID 21-229 645 Background -Continued •Total Participants: 45 entities (includes Denton) •Estimated cost of election: $609,872.26 ($ 60,587.45 for Denton) [General Election only; final billing after election is over] •Actual No. of Election Day Polling Locations: 14 •Billed only for 11 as 3 precincts are shared with Flower Mound, Krum, Ponder (those participants hold 50%+ registered voter ratio) 3 File ID 21-229 646 Cost Detail 4 File ID 21-229 647 Cost Detail (Continued) 5 File ID 21-229 648 Cost Detail (Continued) 6 File ID 21-229 649 Cost Detail (Continued) 7 File ID 21-229 650 Questions? 8 Rosa Rios City Secretary City Manager’s Office File ID 21-229 651 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-689,Version:1 AGENDA CAPTION Consider nominations/appointments to the Development Code Review Committee. City of Denton Printed on 4/2/2021Page 1 of 1 powered by Legistar™652 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services ICM: Sara Hensley DATE: April 6, 2021 SUBJECT Consider nominations/appointments to the Development Code Review Committee. BACKGROUND On March 16, 2021, the City Council directed staff to make the Development Code Review Committee (DCRC) a standing Advisory Committee and to update current voting procedures to include the three P&Z Commissioner representatives to vote on recommendations and minutes for the meetings. The purpose of this item is to consider nominations/appointments to the DCRC. Below is the current list of the DCRC Members: City Council 1. John Ryan - Chair 2. Jesse Davis 3. Birdia Johnson Planning and Zoning Commission 1. Andrew Rozell 2. Margie Ellis 3. Tim Smith EXHIBITS 1. Agenda Information Sheet 2. Nominations and Term Assignments for DCRC Respectfully submitted: Scott A. McDonald Director, Development Services Prepared by: Ron Menguita, AICP Principal Planner City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 653 BOARD/COMMITTEE/COMMISSION PLACE NO. NOMINATING CCM NOMINEE PRESENT TERM NEW TERM* STATUS & QUALIFICATION OR PREFERENCE, IF ANY Development Code Review Committee CC-1 TBD TBD N/A April 6, 2021 throughAugust 31, 2021 City Council Member Development Code Review Committee CC-2 TBD TBD N/A April 6, 2021 throughAugust 31, 2021 City Council Member Development Code Review Committee CC-3 TBD TBD N/A April 6, 2021 throughAugust 31, 2021 City Council Member Development Code Review Committee PZ-1 TBD TBD N/A April 6, 2021 throughAugust 31, 2021 Planning and Zoning Commission Member Development Code Review Committee PZ-2 TBD TBD N/A April 6, 2021 throughAugust 31, 2021 Planning and Zoning Commission Member Development Code Review Committee PZ-3 TBD TBD N/A April 6, 2021 through August 31, 2021 Planning and Zoning Commission Member DEVELOPMENT CODE REVIEW COMMITTEE - NOMINATIONS LIST April 6, 2021 *Note: The initial term of all Members of the Development Code Review Committee ends on August 31, 2021, which inaugural term shall not constitute a term for purposes of §2-65 of the Code of Ordinances of the City of Denton. 654 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-679,Version:1 AGENDA CAPTION Consider appointments to the Denton Police Department Chief of Police Advisory Board. City of Denton Printed on 4/2/2021Page 1 of 1 powered by Legistar™655 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office ICM: Sara Hensley DATE: April 6, 2021 SUBJECT Consider appointments to the Denton Police Department Chief of Police Advisory Board. BACKGROUND On October 20, 2021, Ordinance No. 20-2085 was adopted which amended Chapter 23 of the City Code – Police to add Article VI, Section 23-177 creating the Denton Police Department Chief of Police Advisory Board. Membership is to comprise of the following: •Seven Citizen Members, each member of the City Council shall appoint a member to the board. •The remaining members to be appoint by the City Manager as follows: o One officer of the DEPARTMENT at the rank of Assistant Chief or below; o One member from the Denton Police Officers Association;o One member from the Denton Municipal Police Association;o One member from the City Manager’s Office. •Appointment of up to five (5) non-voting members at the discretion of the Chief of Police representing other organizations such as the University of North Texas, Texas Woman’s University,and Denton Independent School District. The term of appointment is for two years. At this time, terms are not staggered among the members. In the event City Council later determines the need to stagger member terms, an ordinance amending Article VI, Section 23-177, of the City Code will be presented. Further, appointments by the City Manager and Chief of Police do not need to be ratified by the City Council. Qualifications for citizen members are as follows: 1) Be a resident of the City of Denton.2)Be at least 18 years of age.3)Not currently be an employee of the City of Denton or hold an elected office for the City ofDenton. 4)Cannot have served as a CITY OFFICIAL for two years prior to his/her date of appointment tothe BOARD. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 656 5) Not currently employed by or a retired employee of a law enforcement agency (local, county, state, tribal, or federal) or have an immediate family member currently employed by a law enforcement agency. 6) Have no pending litigation against the City of Denton or any of its employees, or any financial interest in pending litigation against the City. 7) Have no felony convictions or pending felony indictment. 8) Have no convictions for Class A or B misdemeanor within the past five (5) years or charges pending in any court. 9) Must sign a confidentiality agreement to not disclose CONFIDENTIAL NFORMATION the BOARD member is privy to by virtue of their appointment to the BOARD to anyone other than other BOARD members or authorized persons involved in the Advisory Board process. A violation of this confidentiality agreement is cause for removal from the BOARD and possible criminal prosecution. 10) Must attend required training and meetings of the BOARD, either in person or through electronic medium. a) The Police Chief shall determine the training curriculum required for BOARD members to serve, which may include attending the Citizen Police Academy. 11) Unless expressly provided by the City Charter or City Code, a sitting member of a City Committee, Board, or Commission may be a member of this BOARD. Should a conflict of interest arise in a particular matter coming before the BOARD, the BOARD member with the conflict shall determine whether his/her recusal from voting on that matter is warranted. Adoption of the item will officiate the appointment of nominees. All of the Council citizen nominees in Exhibit “A” have been vetted and meet the qualifications for appointment to this Board that are cited in Ordinance 20-2085, specifically Chapter 23 of the City of Denton Code, Article VI, Section 23-117-6. The term of these appointments will be May 1, 2021 through April 30, 2023. RECOMMENDATION Staff recommends approval of all nominees listed in Exhibit A, with a term to begin May 1, 2021 through April 30, 2023. EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Nominations Sheet Exhibit 3 – Ordinance 20-2085 Creating DPD Chief of Police AB Respectfully submitted: Rosa Rios City Secretary 657 BOARD/COMMITTEE/COMMISSION COUNCIL PLACE NOMINATING CCM NOMINEE PRESENT TERM NEW TERM STATUS & QUALIFICATION OR PREFERENCE, IF ANY Denton Police Department Chief of Police Advisory Board 1 Johnson-1 Daniel Clanton N/A May 1, 2021 to April 30, 2023 New Denton Police Department Chief of Police Advisory Board 2 Baker-2 Rhonda Buckley N/A May 1, 2021 to April 30, 2023 New Denton Police Department Chief of Police Advisory Board 3 Davis-3 Kari Salyers N/A May 1, 2021 to April 30, 2023 New Denton Police Department Chief of Police Advisory Board 4 Ryan-4 Jill Jester N/A May 1, 2021 to April 30, 2023 New Denton Police Department Chief of Police Advisory Board 5 Armintor-5 Priscilla Yeverino N/A May 1, 2021 to April 30, 2023 New Denton Police Department Chief of Police Advisory Board 6 Meltzer-6 Katina Stone Butler N/A May 1, 2021 to April 30, 2023 New Denton Police Department Chief of Police Advisory Board 7 Hudspeth-7 Donald W. Thornton N/A May 1, 2021 to April 30, 2023 New DENTON POLICE DEPARTMENT CHIEF OF POLICE ADVISORY BOARD - NOMINATIONS LIST April 6, 2021 658 20-2085ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON AMENDING CHAPTER 23 OF THE CITY CODE – POLICE - TO ADD ARTICLE VI, SECTION 23-177, CREATING THE DENTON POLICE DEPARTMENT CHIEF OF POLICE ADVISORY BOARD AND PROVIDING AN EFFECTIVE DATE. WHEREAS, a high level of public trust in the Denton Police Department (DPD) is crucial to public safety and the wellbeing of residents of Denton; as well as to the effective operations of DPD; and WHEREAS, the United States experiences thousands of police use-of-force incidents annually, resulting in death and injury to both officers and citizens; and WHEREAS, the City of Denton cherishes the safety of its residents and understands that effective policing must recognize the humanity and dignity of every person and strive to continually address issues of equity in its policies and practices; and WHEREAS, members of the City of Denton community have led demonstrations and protests to express their concern that the use-of-force by police on persons of color across the United States has been committed in a discriminatory and disproportionate manner that has resulted in injury or death, and the desire to have such policies and practices of the Denton Police Department reviewed; and WHEREAS, by Resolution No. 20-1110, approved by the City Council on June 25, 2020, the Mayor and City Council of the City of Denton supported the Mayor’s pledge to: 1) 2) 3) 4) Review police use-of-force policies; Engaging the community by including a diverse range of input, experiences, and stories in the review: Reporting the findings of the review to the community and seeking feedback; and Reforming our community’s police use-of-force policies; and WHEREAS, the Mayor and City Council created the Mayor’s Ad-Hoc Use of Force Committee to review, gather community input, and establish clear findings, conclusions and achievable recommendations that promote the use of best practices in the use-of-force policies and training for the Denton Police Department; and WHEREAS, the Ad-Hoc Use of Force Committee met on ten occasions between June 25, 2020 and September 24, 2020, including two public input sessions, and submitted its findings, conclusions, and recommendations to the Mayor and City Council in a report dated October 5, 2020, attached hereto as Exhibit “A;” and WHEREAS, the Ad-Hoc Use of Force Committee recommended that Civilian participation with the Denton Police Department was warranted and recommended the creation of a Chief of Police Advisory Board. 1 659 NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1: The findings and recitations contained in the preamble of this Ordinance are incorporated herein by reference. SECTION 2: Although there is no finding that the Denton Police Department has used force or engaged in policing against persons of color in a discriminatory and disproportionate manner, the City Council finds that an advisory function within the Denton Police Department in the form of a Chief of Police Advisory Board enhances public trust, transparency, and accountability. SECTION 3: Chapter 23 of the City of Denton Code of Ordinances – Police - is amended to add Article VI, Section 23-177, creating the Denton Police Department Chief of Police Advisory Board SECTION 4: Chapter 23 is amended to add Article VI, Section 23-177 to read: ARTICLE VI: DENTON POLICE DEPARTMENT CHIEF OF POLICE ADVISORY BOARD §23-177-1 DEFINTIONS (A) in this Chapter: ( 1) BOARD means the Denton Police Department Chief of Police Advisory Board. (2) CITY COUNCIL means the Governing Body of the City of Denton consisting of the Mayor and six (6) Council Members. (3) CITY OFFICIAL means a current or former member of the Denton City Council. (4) CONFIDENTIAL INFORMATION means any written information that could or must be excepted from disclosure pursuant to the Texas Public Information Act, if such disclosure has not been authorized; or any non-written information which, if it were written, could be excepted from disclosure under the Act, unless disclosure has been authorized by the City Council or City Manager. This includes information that is made confidential by state law, federal law, or common law privacy. When reviewing confidential information, the Police Department shall place identifying marks on any confidential information. (5) DEPARTMENT means the Denton Police Department. (6) QUORUM means a majority of the voting members of the BOARD are present for a meeting, either in-person or virtually. 2 660 (7) RESPONSE TO RESISTANCE is the Denton Police Department’s terminology for a use of force to more accurately describe when an officer is authorized to use force. This term includes but is not limited to the use of deadly force and electronic control devices such as a TASER. §23-177-2 CHIEF OF POLICE ADVISORY BOARD The BOARD is an administrative body of the Denton Police Department. §23-177-3 PURPOSE The purpose of the BOARD is to provide feedback, advice, and recommendations to the Police Chief on the following matters concerning the Denton Police Department: (1) Response to Resistance/Use of Force policy and training, including emphasis on understanding and de-escalating situations. (2) Biased-Based Policing/Racial Profiling policy and training. (3) Sustained complaints involving a Response to Resistance/Use of Force and Biased-Based Policing/Racial Profiling. (4) Review data and trends for Response to Resistance/Use of Force and Biased- Based Policing/Racial Profiling. (5) Mental Health, Diversity, and Inclusion of all segments of the community, including persons with physical or intellectual disabilities, and LGBTQ individuals. (6) Training of Denton Police officers, particularly the areas in Parts 1, 2 and 5 . (7) Mental Health and Wellness of Police Officers in general, not of a specific individual officer. (8) Policy review and development. (9) Community Engagement, Open Communication, Transparency, and Accountability. (10) Any other matter that the Police Chief seeks the BOARD’s input. 623-177-4 ACCESS TO POLICE DEPARTMENT RECORDS (A)The Chief of Police has the authority and discretion to allow BOARD member access to Police Department records necessary for the BOARD to carry out its stated purpose. This does not include information that is made confidential by Texas Local Government Code Chapter 143.089(g) unless such access is granted by a legislative change to Chapter 143.089(g) or through the Meet and Confer Process. The Chief of Police shall support the mission of the BOARD and provide it with the resources necessary to carry out its stated purpose, including a designated liaison. (B) 3 661 (C) if requested by the BOARD, the Chief of Police shall provide Technical Advisors related to the issue being discussed. (D) The City of Denton City Attorney’s Office shall provide legal advice to the Board as needed. §23-177-5 COMPOSITION The BOARD shall be comprised of eleven (11) individuals selected as follows: (A) (B) Seven (7) Citizen Members: Each member of the City Council shall appoint a member to the BOARD. The remaining members shall be appointed by the City Manager as follows : a. One officer of the DEPARTMENT at the rank of Assistant Chief or below. b. One member from the Denton Police Officers Association c. One member from the Denton Municipal Police Association. d. One member from the City Manager’s Office. The Chief of Police may, at his discretion, appoint up to five (5) non-voting members from other organizations, such as the University of North Texas. Texas Woman’s University, and Denton Independent School District. A non-voting member may be removed by the Chief of Police without cause. To the extent possible, it is the Council’s desire that the citizen membership of the BOARD reflect the diversity of the Denton community. The BOARD shall select a chairperson. BOARD members shall serve two-year terms. BOARD members shall serve no more than three consecutive terms. Citizen BOARD members shall not be compensated for their service. (C) (D) (E) (F) (G) (H) §23-177-6 QUALFICATIONS TO SERVE Citizens appointed to the BOARD must meet the following qualifications: (1) (2) (3) (4) (5) Be a resident of the City of Denton. Be at least 18 years of age. Not currently be an employee of the City of Denton or hold an elected office for the City of Denton. Cannot have served as a CITY OFFICIAL for two years prior to his/her date of appointment to the BOARD. Not currently employed by or a retired employee of a law enforcement agency (local, county, state, tribal, or federal) or have an immediate family member currently employed by a law enforcement agency. Have no pending litigation against the City of Denton or any of its employees, or any financial interest in pending litigation against the City. Have no felony convictions or pending felony indictment. Have no convictions for Class A or B misdemeanor within the past five (5) years or charges pending in any court. Must sign a confidentiality agreement to not disclose CONFIDENTIAL (6) (7) (8) (9) 4 662 INFORMATION the BOARD member is privy to by virtue of their appointment to the BOARD to anyone other than other BOARD members or authorized persons involved in the Advisory Board process. A violation of this confidentiality agreement is cause for removal from the BOARD and possible criminal prosecution. Must attend required training and meetings of the BOARD, either in person or through electronic medium. (a) The Police Chief shall determine the training curriculum required for BOARD members to serve, which may include attending the Citizen Police Academy. Unless expressly provided by the City Charter or City Code, a sitting member of a City Committee, Board, or Commission may be a member of this BOARD. Should a conflict of interest arise in a particular matter coming before the BOARD, the BOARD member with the conflict shall determine whether his/her recusal from voting on that matter is warranted. (10) (11) §23-177-7 REMOVAL (A)Pursuant to Article XIV, Section 14.16 of the City of Denton Charter, citizens appointed to the BOARD by the Council shall serve at the pleasure of the Council. Members of the BOARD may be removed by the Council only for cause and only after being given notice by the Council. ( 1) if a BOARD member resigns, is removed, or is disqualified, the City Manager shall request another appointee from the Council Member who made the initial appointment. The City Council shall approve or disapprove of the new appoIntment. (2) There is no appeal process or administrative hearing for a BOARD member that is removed by the Council. Members of the BOARD that are appointed by the City Manager pursuant to §23 - 177-5(B)(a-d) are not subject to Council approval and are subject to removal by the City Manager for cause and only after being given notice by the Manager. (1) if a BOARD member resigns, is removed, or is disqualified, the City Manager shall appoint a new member. (2) if the member that resigns, is removed, or is disqualified is a member of the Denton Police Officers Association or Denton Municipal Police Association, the City Manager shall request the Association(s) to nominate a replacement(s) . (3) There is no appeal process or administrative hearing for a BOARD member that is removed by the City Manager. Pursuant to the City of Denton Code of Ordinances, Article III, §2-63, should a BOARD member cease to meet the qualifications prescribed in §23-177-6, if applicable, or should such member be convicted of a felony during their term of service, such failure or conviction, as the case may be, shall be cause for removal. (B) (C) 5 663 §23-177-8 MEETINGS (A) (B) (C) The BOARD shall meet at least quarterly. The Chairperson of the BOARD may call a meeting as necessary to conduct business. Not only is a quorum of the voting members of the BOARD required to conduct business, to ensure citizen representation, at least four (4) of the seven (7) citizen members with voting privileges must be present (either in person or virtually) for the BOARD to conduct business. The Chief of Police Chief be responsible for developing the specific processes, Procedures, and conduct of the BOARD consistent with its stated purpose. 1. This process shall include developing an agenda for the BOARD and posting that agenda on the City website at least seventy-two (72) hours prior to the scheduled date and time of a BOARD meeting. Despite the posting requirement in Part (D), this Board is expressly exempted from Denton Code of Ordinances §2-29(h) – City Council Rules of Procedure – Creation of Committees, Board and Commissions, and is not subject to the Texas Open Meetings Act. The DEPARTMENT’S liaison to the BOARD shall be responsible for keeping and maintaining all records of the BOARD, which shall be maintained and retained as required by State Law. (D) (E) (F) §23-177-9 BOARD RECOMMENDATIONS (A) (B) (C) (D) (E) The BOARD has the authority to make non-binding recommendations to the Police Chief on the issues cited in §23-177-3 . At the conclusion of a meeting, the BOARD recommendations, if any, shall be reduced to writing. The Chief of Police Chief shall endeavor to respond to all BOARD recommendations within twenty (20) calendar days of receipt of the recommendation. The Chiefs Response shall state whether he agrees with the recommendation, and if not, why not. Documents created by the BOARD, including its recommendations to the Chief of Police and the Chiefs response, are subject to disclosure under the Texas Public Information Act to the extent allowed by law. §23-177-10 PUBLIC STATEMENTS REGARDING THE BOARD’S ROLE Semi-annually (twice a year), the Chief of Police shall: (1) Create a report for public release that describes the role of the BOARD and its work, including its recommendations, the Chiefs response, and recommendations implemented by the Chief; and 6 664 (2) Provide the City Council with a public briefing of the contents of the report cited in P,rt (1). §23-177-11 AUTHORITY GRANTED TO THE POLICE CHIEF AND CITY MANAGER Since it is impossible to consider every scenario that may arise related to the scope and function of the BOARD, the City Manager and Chief of Police are granted the authority to interpret and apply this Ordinance without further Council action provided they do so consistent with the Council’s stated intent and purpose for creating this BOARD. SECTION 5: This Ordinance shall become effective immediately upon its passage and approval. Th, ,Wd,n t, ,pp„„, thi, O,di„,n„ w„ m,d, by ---less C V„+ :S m seconded by k; this Ordinance was passed and approved by the following vote [L - IL] : hNC INJa ' Abstain Absent Chris Watts, Mayor: Gerard Hudspeth, District 1 : Keely G. Briggs, District 2: Jesse Davis, District 3 : / ,/ J-a I J John Ryan, District 4: Deb Armintor, At Large Place 5 : Paul Meltzer, At Large Place 6: PASSED AND APPROVED this the U)Yb day of (hR\) e (. 2020 CHRIS WATTS, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY 665 APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY .„:#J/b 666 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-548,Version:1 AGENDA CAPTION Consider nominations/appointments to the City’s Boards,Commissions,and Committees:Animal Shelter Advisory Committee,Board of Ethics,Committee on Persons with Disabilities,Community Development Advisory Committee,Historic Landmark Commission,Human Services Advisory Committee,Planning & Zoning Commission, Sustainability Framework Advisory Committee, and Traffic Safety Commission. City of Denton Printed on 4/2/2021Page 1 of 1 powered by Legistar™667 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office ICM: Sara Hensley DATE: April 6, 2021 SUBJECT Consider nominations/appointments to the City’s Boards, Commissions, and Committees: Animal Shelter Advisory Committee, Board of Ethics, Committee on Persons with Disabilities, Community Development Advisory Committee, Historic Landmark Commission, Human Services Advisory Committee, Planning & Zoning Commission, Sustainability Framework Advisory Committee, and Traffic Safety Commission. BACKGROUND On January 4, 2021, the 2020-2022 Boards & Commissions Screening & Appointment Process was presented and discussed with the City Council. This item is the first step in appointing members. Exhibit 2 includes those seats for the above-noted Boards, Commissions, and Committees for whom nominations have been received, nominees fully vetted and found to meet all necessary qualifications to serve on the respective board/commission/committee. As previously discussed, only those nominees who have been fully vetted and qualified will be presented for appointment. This is not a complete listing of nominees received to date as the vetting is still in progress for some or (re)nominations have not been received. EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Nominations Sheet Respectfully submitted: Rosa Rios City Secretary City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 668 BOARD/COMMITTEE/COMMISSION COUNCIL PLACE NOMINATING CCM NOMINEE PRESENT TERM NEW TERM STATUS & QUALIFICATION OR PREFERENCE, IF ANY Animal Shelter Advisory Committee 6 Meltzer-6 Anne Sullivan 2018-2020 September 1, 2020 through August 31, 2022 Reappointment Currently Qualif. 5 - Not involved in other Board of Ethics 6 Meltzer-6 Patricia Reinke 2018-2020 - UN September 1, 2020 through August 31, 2022 Reappointment Currently Pref. 9 - Lic. Prof. Counselor Committee on Persons with Disabilities 6 Meltzer-6 Sara (Sally) Austin 2019-2020 - UN (Initial term for this seat was 1 year) September 1, 2020 through August 31, 2022 Reappointment Community Development Advisory Committee 5 Armintor-5 John Catlin 2020-2022 - UN Unexpired September 1, 2020 through August 31, 2022 New Historic Landmark Commission 2 Baker-2 Cassandra Berry 2018-2020 - UN September 1, 2020 throughAugust 31, 2022 Reappointment Currently Qualif. 6 - Other Historic Landmark Commission 7 Hudspeth-7 Angie Stripling 2018-2020 September 1, 2020 through August 31, 2022 Reappointment Currently Qualif. 3: Owner of Real Property Human Services Advisory Committee ALL-3 All [Ryan]Jim Mann N/A Unexpired September 1, 2020 through August 31, 2022 New Planning & Zoning Commission 6 Meltzer-6 Margie Ellis 2018-2020 September 1, 2020 through August 31, 2022 Reappointment Traffic Safety Commission 6 Meltzer-6 Clay Thurmond 2018-2020 September 1, 2020 throughAugust 31, 2022 Reappointment Sustainability Framework Advisory Committee ALL - 1 All [Johnson-1]Fredrick Bishop N/A Per Resolution 20-2575, draw straws at first meeting to determine term assignment New Qualif.: At - Large Sustainability Framework Advisory Committee ALL - 2 All[Baker-2]Edward Soph N/A Per Resolution 20-2575, draw straws at first meeting to determine term assignment New Qualif.: Energy Conservation and Efficiency Sustainability Framework Advisory Committee ALL - 3 All[Davis-3]Adam Briggle N/A Per Resolution 20-2575, draw straws at first meeting to determine term assignment New Qualif.: Education, energy, air quality, resiliency Sustainability Framework Advisory Committee ALL - 4 All [Ryan-4]Mathew Fry N/A Per Resolution 20-2575, draw straws at first meeting to determine term assignment New Qualif.: Education and Land Use and Open/Natural Space Sustainability Framework Advisory Committee ALL - 5 All [Armintor-5]Brand Richter N/A Per Resolution 20-2575, draw straws at first meeting to determine term assignment New Qualif.: Land Use and Open/Natural Space and Volunteer Sustainability Framework Advisory Committee ALL - 6 All [Meltzer-6]Keely Briggs N/A Per Resolution 20-2575, draw straws at first meeting to determine term assignment New Qualif.: All Sustainability Framework Advisory Committee ALL - 7 All [Hudspeth-7]Angela Peterson N/A Per Resolution 20-2575, draw straws at first meeting to determine term assignment New Qualif.: Community Engagement/Education, Materials Management and Sustainability experience BOARDS & COMMISSIONS - NOMINATIONS LIST April 6, 2021 669 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:Z20-0012c,Version:1 AGENDA CAPTION Hold a public hearing and consider adoption of an ordinance of the City of Denton,Texas,regarding an amendment to the Rayzor Ranch Overlay District to amend the concept and zoning map exhibits and amend development standards and design criteria for development within the eastern portion of the Rayzor Ranch South Campus -South Mixed Use District,being approximately 90.54 acres generally located on the south side of West University Drive/US 380,east of Heritage Trail,and west of Bonnie Brae Street in the City of Denton, Denton County,Texas;adopting an amendment to the City’s official zoning map;providing for a penalty in the maximum amount of $2,000.00 for violations thereof;providing for severability and establishing an effective date.The Planning and Zoning Commission voted [7-0]to approve the request.(Z20-0012,Rayzor Ranch East Overlay Amendments, Hayley Zagurski). City of Denton Printed on 4/2/2021Page 1 of 1 powered by Legistar™670 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services ICM: Sara Hensley DATE: April 6, 2021 SUBJECT Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding an amendment to the Rayzor Ranch Overlay District to amend the concept and zoning map exhibits and amend development standards and design criteria for development within the eastern portion of the Rayzor Ranch South Campus - South Mixed Use District, being approximately 90.54 acres generally located on the south side of West University Drive/US 380, east of Heritage Trail, and west of Bonnie Brae Street in the City of Denton, Denton County, Texas; adopting an amendment to the City’s official zoning map; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing for severability and establishing an effective date. The Planning and Zoning Commission voted [7-0] to approve the request. (Z20-0012, Rayzor Ranch East Overlay Amendments, Hayley Zagurski). BACKGROUND The Rayzor Ranch Overlay District (RROD) was first created in 2007, and includes a total of 410 acres of land located on both sides of US Highway 380 between I-35 and Bonnie Brae Street. The RROD is intended to provide design criteria and development standards for the entire mixed-use development. The majority of the current overlay standards have been in place since 2010. However, architectural, landscape, and signage standards have not yet been established and incorporated into the ordinance for all of the properties within the South Mixed Use District, which is primarily located along Heritage Trail Drive and west of Bonnie Brae Street south of University Drive. The base zoning for the subject property is a split of Regional Center Commercial Downtown (RCC-D) and Neighborhood Residential Mixed Use (NRMU) Districts. This request is two-fold: First, to revise the concept and zoning map exhibits to alter the subarea/use designation for three areas, and second, to establish new design and development criteria for non-residential uses within the South Mixed-Use District of the Rayzor Ranch South Campus. The specific updates to the concept plan (Exhibit B-1 to the RROD) and zoning map (Exhibit B-4 to the RROD) are displayed in Exhibits 6 and 7, respectively. Generally, the revisions would include the following: • Update the map for the south campus areas east of Heritage Trail to reflect to the streets and general lot lines platted as part of the Rayzor Ranch East Addition in 2019. • Revise the subarea/use designation for the parcel immediately north of the park property, located east of Heritage Trail and south/west of Eastpark Boulevard, from P (park) to South RR-2 (mixed non-residential, i.e. restaurant and retail). • Revise the subarea/use designation for the parcel located east of Heritage Trail, west of Eastpark Boulevard, and north of Panhandle Street from P to Hotel/O/SF/MF/RR (Hotel, office, single family, multi-family, and restaurant/retail type non-residential uses). City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 671 • Revise the subarea/use designation for the parcel located west of North Bonnie Brae Street, south of Linden Street and north of Panhandle Street from SF (single-family) to O/SF (office and single- family uses). The non-residential uses to which the new standards proposed as Exhibits C-2, D-2, and E-2 to the RROD would apply are already permitted uses within the Rayzor Ranch Overlay District. These standards are provided here as Exhibit 9. The request does not change the density or intensity of uses permitted under the base zonings of RCC-D and NRMU but does provide design and development criteria for the non- residential uses beyond what is currently provided in the Denton Development Code (DDC). In conjunction with these map updates and new standards, the text of the RROD itself, referred to as Section 35.7.15, has been revised. These changes are provided in redline format as Exhibit 8 and area intended to and reorganize the subarea designations based on those new designations proposed on the maps and to reflect the new exhibits to the RROD needed for those non-residential uses within the South Mixed Use area. PLANNING AND ZONING COMMISSION On January 6, 2021 the Planning and Zoning Commission held a public hearing and recommended approval [7-0] of the requested amendments to the RROD. At the meeting the applicant presented the proposed amendments and answered questions regarding their proposal. No members of the public spoke regarding the request. Minutes from the Planning and Zoning Commission meeting have not been finalized as of the drafting of this report. A full Staff Analysis of these requests is provided in Exhibit 2. OPTIONS 1. Recommend Approval 2. Recommend Approval Subject to Conditions 3. Recommend Denial 4. Postpone Item. RECOMMENDATION Staff recommends approval of the request. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Date Council, Board, Commission Request Action March 27, 2007 City Council Adoption of RROD zoning Approved creation of overlay district January 8, 2008 City Council Revision of base zoning Approved NRMU and RCC-D base zoning October 6, 2009 City Council SUP for gas well site Approved March 21, 2018 Planning and Zoning Commission General Development Plan for Rayzor Ranch East Approved July 25, 2018 Planning and Zoning Commission Preliminary Plat for Rayzor Ranch East Approved 672 January 23, 2019 Planning and Zoning Commission Final Plat for Rayzor Ranch East Approved January 6, 2021 Planning and Zoning Commission RROD Amendments Recommended approval March 2, 2021 City Council RROD Amendments Postpone to March 16th March 16, 2021 City Council RROD Amendments Postpone to April 6th PUBLIC OUTREACH: Fifty-five (55) notices were sent to property owners within 200 feet of the subject property. One hundred twenty-nine (129) notices were sent to physical and utility addresses within 500 feet of the subject property. As of the writing of this report, staff has received one response in opposition to and one response in favor of the request, which are included in Exhibit 11. A notice was published in the Denton Record Chronicle on December 20, 2020 and on February 16, 2021. A notice was published on the City’s website on December 16, 2020 and on February 13, 2021. Ten signs were posted on the property on November 3, 2020. No neighborhood meeting was held regarding the request. DEVELOPER ENGAGEMENT DISCLOSURES No developer contact and/or meeting disclosures have been provided to staff as of the issuance of this report. EXHIBITS 1. Agenda Information Sheet 2. Staff Analysis 3. Aerial Map 4. Zoning Map 5. Future Land Use Map 6. RROD Exhibit B-1 – Concept Plan 7. RROD Exhibit B-4 – Zoning Map 8. Section 35.7.15 Redline 9. RROD Exhibits C-2, D-2, and E-2 10. Draft Ordinance 11. Notification Map and Responses 12. Presentation Respectfully submitted: Richard Cannone, AICP Deputy Director/Planning Director Prepared by: Hayley Zagurski, AICP Planning Administrator 673 Planning Staff Analysis Z20-0012/Rayzor Ranch East Overlay Amendments City Council District #3 REQUEST: The request is to amend the concept plan and zoning map exhibits for the Rayzor Ranch Overlay District (RROD) and to adopt development standards and design criteria for development within the eastern portion of the Rayzor Ranch South Campus -South Mixed Use District. STAFF RECOMMENDATION: Staff recommends approval of the request. SITE DATA: The Rayzor Ranch South Mixed-Use District encompasses approximately 120 acres of land out of the total 410-acre overlay district. The majority of this district, and all of the areas affected by the changes propsoed with this request were platted as the 90.54-acre Rayzor Ranch East Addition in 2019. The property is currently designated on the City’s zoning map as Rayzor Ranch Overlay (RRO), and the overlay district is intended to be incorporated into the 2019 DDC as Appendix A once the multiple RROD ordinances are consolidated. Despite the 2019 zoning update, the RROD maintained the base zonings it was adopted with under the 2002 DDC. The subject proportion of the RROD has a base zoning of NRMU and RCC-D Districts. SURROUNDING ZONING AND LAND USES: Northwest: • Zoning: RROD • Use: Rayzor Ranch Town Center and Rayzor Ranch Marketplace North: • Zoning: RROD and Suburban Corridor (SC) District • Use: Rayzor Ranch Marketplace and commercial development Northeast: • Zoning: SC District • Use: Mixed commercial development West: • Zoning: RROD • Use: Rayzor Ranch Town Center development SUBJECT PROPERTY East: • Zoning: Residential 3 (R3) and Residential 7 (R7) Districts • Use: Offices and single-family residential Southwest: • Zoning: RROD and MR District • Use: Medical uses South: • Zoning: RROD and Mixed Use Regional (MR) District • Use: Medical offices and hospital uses Southeast: • Zoning: R3 and Public Facilities (PF) District • Use: Single-family residential and park property CONSIDERATIONS: 1. The request amendments to the concept plan, zoning map, and associated text are consistent with the base zoning of RCC-D and NRMU. Each of the proposed changes associated with these are discussed in more detail below: 674 a. Updating the map to reflect the lot boundaries and streets designated as part of the Rayzor Ranch East Addition – Exhibits B-1 and B-4 were last updated in 2017, before the eastern portion of the South Campus was platted and the public street dedications were made. Since the Rayzor Ranch East Addition was platted in 2019 it is fitting to update the exhibits to reflect the street locations and general property boundaries to clarify there the subarea boundaries lie. b. Revising the designation for the parcel at the intersection of Heritage Trail and Eastpark Boulevard from P to South RR-2 – The parcel immediately to the south of this is under development as an approximately 9.8-acre park that is intended to be dedicated to the City. This approximately 3.9 acre parcel was not included as part of the park, and the developers have indicated a desire to make this parcel available for commercial uses that could be complimentary to the park. The designation of South RR-2 would be a continuation of the South RR-2 designation already present on the lot to the north. The South RR-2 subarea permits a variety of commercial uses such as retail, restaurants, and offices but also permits the park and open space uses currently designated for the property. If an opportunity arises to utilize the property for open space or park, the uses would still be permitted. This change, though, would also permit for a variety of commercial uses on the property, which is consistent with what was discussed with the City Council at a work session regarding the park on April 2, 2019 where this property was shown on conceptual park plans as a mix of restaurants, dog parks, and a museum with associated parking. c. Revising the designation for the parcel located east of Heritage Trail, west of Eastpark Boulevard, and north of Panhandle Street from P to Hotel/O/SF/MF/RR – The proposed change for this parcel would be to make it consistent with the designation on the surrounding parcels, which already have the Hotel/O/SF/MF/RR designation. Staff has no object to this change as a smaller public park would not be feasible so close to the larger park to the north. The parcel is located at a hard corner that is more suitable for commercial or denser residential development. d. Revising the designation of the parcel located West of North Bonnie Brae Street, south of Linden Street, and north of Panhandle Street from SF to O/SF – This change is driven by the recently adopted increases to the required gas well Reverse Setbacks from 250 feet to 500 feet. A 500-foot radius measured from the Gas Well Drilling and Production Site on the south side of Panhandle Street would make most of this approximately 4.7-acre parcel unusable for Protected Uses such as single- family residential, which is currently the only permitted use for the property. This change would also permit offices to be developed on the property, which are not considered to be a Protected Use and would therefore not be subject to gas well Reverse Setbacks. The SF designation for the properties closest to North Bonnie Brae was originally intended to provide a transition between the higher density and intensity of the 675 Rayzor Ranch South Campus and the single-family zoning located across the street outside of the overlay district. Over the last decade since the overlay district was created, many of the properties across North Bonnie Brae have been redeveloped as non-residential uses such as medical offices and day cares. This change within the RROD would be consistent with those changes outside of the district as well. 2. The proposed design and development standards presented as Exhibits C-2, D-2, and E-2 would result in non-residential development that is consistent with the existing development pattern in the area, that is consistent with the architectural and design styles of the rest of the Rayzor Ranch South Campus, and that meets the intent of the Future Land Use Plan for areas designated as “Regional Mixed-Use.” The development of non-residential uses within the South Mixed Use District would complement and support the surrounding commercial, entertainment, and future moderate to high density residential development permitted in the area. The proposed design and development standards are generally stricter in terms of architectural details, building materials, and color palette than the existing City-wide standards for non- residential development contained in Section 7.10.5 of the Denton Development Code. The proposed standards are also consistent in terms of material, color palette, and landscaping material with the standards for the other commercial portions of the RROD. 3. The changes proposed to the main text of the RROD (Section 35.7.15) shown in Exhibit 8 are supportive of the plan updates and design standard adoption proposed. No substantive change is proposed to the text of the overlay with respect to the South Mixed Use District. No new uses are proposed within the sub-district; instead, the changes are merely a reorganization of the existing permitted uses to more clearly differentiate which use are permitted within each designated color/area on Exhibits B-1 and B-4. Staff is supportive of these changes as it will facilitate the administration of the RROD as the eastern parts of the South Campus continue to develop. 676 MAGNOLIAMIMOSA I -35S E R V IC E R D AVE CWINDSOR NORTHTEX AS I- 3 5 WR a m p CHES TNUT SYCAMORE MAPLE HIGHLAND OAK MALONEGEORGETOWNBONNIE BRAEI 35ECTORHINKLEFULTONW IN D SORF A RMSTOWNCENTERBRADLEYMULBERRY EAGLE UNIVERSITY CARRIL AL LAGO HICKORYAILEENSCRIPTURESTANLEYEMERY WESTWARD GOBERWESTGATEAURORA JIM CHRISTAL THOMASAMARILLOTOWNCENTERPVT3I-35ESERVICERDCARRIAGE FANNINPONDERTHUNDERBIRDFIRESI D E A IR P O R T D A NCINGFLAMESENA JAGOEI 35WI-35E AUBURN S A V IL L S T EPHENPARKSIDEBOWLING GREENBAUER WESTGLEN BRYANAMHERST A U G U STA GREGGHERITAGE WILSHIREAVE GSTELLA MARIETTACORDELL PANHANDLE EGAN FOUTSAVE FBROADWAY WELCHL I NDEN UNION CRESCENT A VEAFRYPRI VATEPEAKMARGIEMESAAVE DGRACETEMPLE TULANE CENTRALWESTWAY BEATTYLOSCOLINAS HAGGARD PRAIRIE LOUISE INNERCAMPUSHILLCRESTGAYLARIATEASTPARKCERROS RINEYFORDHAMWESTVIEWCOLLIERBRYNMAWRMARSHALLB ELLEMEADJOHN NORMALNORTH LAKECOFFEY WORTHINGTONGREENBRIAR WESTCHESTER ALLEN SAXEI-3 5 R a mp HOUSTON WESTERNTOWNCENTERPVT1 PRECISIONZ20-0012Site Location 0 1,000 2,000500Feet The City of Denton has prepared maps for departmental use. These are not official maps of the City of Denton and should not be used for legal, engineering or surveying purposes but rather for reference purposes. These maps are the property ofthe City of Denton and have been made available to the public based on the Public Information Act. The City of Denton makes every effort to produce and publish the most current and accurate information possible. No warranties, expressed orimplied, are provided for the data herein, its use, or its interpretation. Utilization of this map indicates understanding and acceptance of this statement. SITE Parcels Roads µ Date: 10/29/2020 In 200ft address spreadsheet include the acreage and percentage of each of the owners within the bufferMAKE SURE TO REMOVE THE SITE ADDRESSES/ACREAGE 677 MAGNOLIAMIMOSA I -35S E R V IC E R D AVE CWINDSO R TOWN CEN T E RPVT2 NORTH TEXASI- 3 5WRamp CHES TNUT SYCAMORE MAPLE HIGHLAND O AK NI-35ERamp MALONEGEORGETOWNBONNIE BRAEI 35 ECTORHINKLEFULTONW IN D SORF A RMSMULBERRY EAGLE UNIVERSITY CARRIL AL LAGO HICKORYAILEENSCRIPTURE EMERY GOBERWESTGATECRESTMEADOWAURORA JIM CHRISTAL THOMASAMARILLOTOWNCENTERPVT3CARRIAGEFANNINPONDERTHUNDERBIRD A IR P O R TSENA JAGOEI 35WI-35E AUBURN S A V IL L PARKSIDEBAUER WESTGLEN BRYANAMHERST A U G U STA GREGGHERITAGE WILSHIREAVE GAVE HSTELLA CORDELL PANHANDLE EGAN FOUTSBROADWAY WELCHLINDEN UNION CRESCENT FRYPRI VATEPEAKMARGIEMESA GRACETEMPLE TULANE CENTRALWESTWAY BEATTYPRAIRIE INNERCAMPUSHILLCRESTGAYLARIATEASTPARKCERROSFORDHAMWESTVIEWEMBERS COLLIERMARSHALLLOOKOUTJOHN OVERLOOKNORMALNORTH LAKECOFFEY WORTHINGTONGREENBRIAR WESTCHESTER ALLEN SAXEI-3 5 R a mp HOUSTONWESTERNTOWNCENTERPVT 1 PRECISIONR7 R3 (S) PD-MN O-PF R7 (S) PD-PF R4 GO MR(S) MN(S)RR LI R6MN R3 O-R3 MR PD-LI R1 SCR2 PF O-MN PD-R3R2 (S) HC HI RRO PD-HC PD-MR Z20-0012Current Zoning Map 0 1,000 2,000500Feet The City of Denton has prepared maps for departmental use. These are not official maps of the City of Denton and should not be used for legal, engineering or surveying purposes but rather for reference purposes. These maps are the property ofthe City of Denton and have been made available to the public based on the Public Information Act. The City of Denton makes every effort to produce and publish the most current and accurate information possible. No warranties, expressed orimplied, are provided for the data herein, its use, or its interpretation. Utilization of this map indicates understanding and acceptance of this statement. SITE Parcels Roads µ Date: 10/29/2020 In 200ft address spreadsheet include the acreage and percentage of each of the owners within the bufferMAKE SURE TO REMOVE THE SITE ADDRESSES/ACREAGE RR - Residential Rural R1 - Residential R2 - Residential R3 - Residential R4 - Residential R6 - Residential R7 - Residential MN - Mixed-Use Neighborhood MD - Mixed-Use Downtown Core MR - Mixed-Use Regional HC - Highway Corridor SC - Suburban Corridor GO - General Office LI - Light Industrial HI - Heavy Industrial PF - Public Facilities PD - Planned Development MPC OVERLAY 678 Low Residential Parks/ OpenSpace IndustrialCommerce Commercial BusinessInnovation RegionalMixed Use MAGNOLIAMIMOSAHEADLEE I -35SERVI CERDAVE CWINDSOR TOWNCE N TERPVT2 NORTHTEXAS I- 3 5WRamp CHES TNUT SYCAMORE MAPLE HIGHLAND O AK NI-35ERamp CORNELLMALONEGEORGETOWNBONNIE BRAEI 35 ECTORHINKLEFULTONW IN DSORF ARMSBRADLEYMULBERRY EAGLE UNIVERSITY CARRIL ALLAGO HICKORY AILEENSCRIPTURESTANLEYEMERY GOBERWESTGATEAVE AAVE BCRESTMEADOWAURORA JIM CHRISTAL THOMASAMARILLOTOWNCENTERPVT3I-35ESERVICERDCARRIAGE FANNIN PONDERT H U N DERBIRD FI RESI DEA IR P O R TDANCINGFLAMESENA JAGOEI 35WPARKSIDEBOWLING GREENBAUER BRYANAMHERST GREGGHERITAGE AVE GAVE HSTELLA MARIETTACORDEL L PANHANDLE EGAN AVE FBROADWAY WELCHLINDEN UNION CRESCENT FRYMARGIEMESATULANE CENTRALWESTWAY PRAIRIE HILLCRESTGAYEASTPARKFORDHAMWESTVIEWCOLLIERMARSHALLLOOKOUTJOHN SOUTHWAYOVERLOOKNORMALNORTH LAKECOFFEY PRIVATEALLEN SAXE I-35 R a mp HOUSTON WESTERNTOWNCENTERPVT1 PRECISIONZ20-0012Future Land Use Map 0 1,000 2,000500Feet The City of Denton has prepared maps for departmental use. These are not official maps of the City of Denton and should not be used for legal, engineering or surveying purposes but rather for reference purposes. These maps are the property ofthe City of Denton and have been made available to the public based on the Public Information Act. The City of Denton makes every effort to produce and publish the most current and accurate information possible. No warranties, expressed orimplied, are provided for the data herein, its use, or its interpretation. Utilization of this map indicates understanding and acceptance of this statement. SITE Parcels Roads Future Land Use Low Residential Moderate Residential Regional Mixed Use Community Mixed Use Neighborhood Mixed Use Neighborhood / University Compatibility Area Business Innovation Commercial Industrial Commerce Government / Institutional Parks / Open Space µ Date: 10/29/2020 In 200ft address spreadsheet include the acreage and percentage of each of the owners within the bufferMAKE SURE TO REMOVE THE SITE ADDRESSES/ACREAGE 679 N16°24'00"W - 3494 .36 ' S88°56'28"E - 2440.06' SITE LOCATION MAP RAYZOR RANCH MARKET PLACE PROPOSED OVERLAY PROPOSED OVERLAY RAYZOR RANCH SOUTH CAMPUS PROPOSED OVERLAY = TOWN CENTER PROPOSED OVERLAY = SOUTH MIXED USE DISTRICT 1 (+/-48.8 ACRES) DISTRICT 2 (+/-99.4 ACRES) DISTRICT (+/-51 ACRES) DISTRICT (+/-150 ACRES) NOTE AD,USTMENT IN DIVISION LINES O( USES SHOWN MAY $E MADE TO ALI)N WITH ROADWAYS PHASIN) OR PLATTIN) ENTIRETY O( PRO,ECT LIES WITHIN CITY LIMITS O( DENTON PROPOSED OVERLAY = SOUTH "RR-2"DISTRICT (+/-46 ACRES) RR-3 RR-2 NR-3 OPEN SPACE / STORM WATER CONTROL NRMU-12 RR-2 RR-3 P BH / MF / O /SF OPEN SPACE / STORM WATER CONTROL / O O (Cook Children's Hospital) OPEN SPACE / STORM WATER CONTROL / O OPEN SPACE / STORM WATER CONTROL / BH / MF / SF HOTEL / O/ SF/ MF / RR HOTEL O / SF / MF / RR HOTEL/ RR / O / MF SOUTH RR-2 SOUTH RR-2 RR-1 SOUTH RR-2 RR-1 HOTEL / RR / O / MF SOUTH RR-2 O / SF BH / MF / O /SF cross accesseasement EMORY STREET Detention Area "D-1" 4.10 ac Detention Area "D-2" 4.189 ac Detention Area "D-3" 4.12 ac HERITAGE TRAIL50' LANDSCAPE BUFFER NOT A PART NOT A PART AUGUSTA DRIVE GREENWAY DRIVETHUNDE R B I R D D R I V E CRESTMEADOWB O N N I E B R A E S T R E E TSCRIPTURE STREET WEST UNIVERSITY DRIVE / U.S. 380 45' R.O.W. DEDICATIONNOT A PART CRESCENT STREET LINDEN DRIVE PANHANDLE STREETCOLONIAL DR IVE THUNDERBIRD DRIVE Existing Albertson's Existing Retail B O N N I E B R A E S T R E E TGAS DRILL SITE DME Substation 2.00 ac NORTH BONNIE BRAE STREETINTERSTATE HIGHWAY 35INTERSTATE HIGHWAY 35COOK'S CHILDREN MEDICAL CENTER WEST UNIVERSITY DRIVE / U.S. 380 TRAFFIC SIGNAL existing TRAFFIC SIGNAL Existing WEST UNIVERSITY DRIVE / U.S. 380 TRAFFIC SIGNAL EXISTING EASTPARK BLVDHERITAGE TRAILCRESCENT STREET EMORY STREET HERITAGE TRAILHERITAGE TRAILPANHAN D L E S T R E E T EASTPARK BLVDLINDEN DRIVE PANHANDLE STREET PAN H A N DLE S TREET HOTEL / O / SF / MF / RR DRILL PAD SF SOUTH RR-2 SOUTH RR-2 Market Place RR-3 Development Standards Market Place RR-2 Market Place Residential Town Center RR-1 Town Center RR-1 (hotel/office) South Campus RR-2 Residential South Campus RR-2 Commercial South Campus Office/Hotel South Campus Mixed Use Residential South Campus Mixed Use Commercial South Campus Mixed Use Hotel/Office 100'None None 79%4:1 100'None None 79%4:1 TBD TBD TBD TBD N/A 100'None None 90%4:1 200'none 90%4:1 65' 100' 200' 65'None None 80%4:1 100'None None 4:1 200'None None 4:1 None None 90%4:1Town Center RR-2 None None None TBD None none None None None None South Campus Mixed Use NR 90%4:1NoneNoneNoneMaximum BuildHeightMinimum LotAreaMinimum LotWidth and DepthBuildingSetbacksMaximum LotCoverageMaximum FloorArea RatioOff-Street Parking Standards 1. Single-Family 2 spaces per unit 2. Multi-Family a. 1 Bedroom or less than 500sf 1 space/unit b. 1 Bedroom greater than 500sf 1.5 spaces/unit c. 2 Bedroom 1.75 spaces/unit d. 3 Bedroom 2 spaces/unit e. 4 Bedroom or more 1 space/bedroom f. Retirement Housing 1 space/unit 3. Office (general)1 space/450sf 4. Office (medical)1 space/350sf 5. Retail 1 space/300sf 6. Restaurants/Bars 1 space/100sf FORT WORTH, TX 76107 550 BAILEY AVE. SUITE 400 DUNAWAY ASSOCIATES, LP RAYZOR RANCH IRVING, TX 75039 5221 N. O'CONNOR BOULEVARD, STE 700 ALLEGIANCE HILLVIEW, LP DALLAS, TX 75244 13642 OMEGA HODGES & ASSOCIATES, P.L.L.C. Adjacent Ownership Information - South Adjacent Ownership Information - North South of 380 237.05 ACRES OF LAND IN THE B.B.B. & C.R.R. SURVEY ABSTRACT NO. A-192 LOCATED IN THE CITY OF DENTON, DENTON COUNTY, TEXAS North of 380 149.58 ACRES OF LAND FRANCIS BATSON SURVEY ABSTRACT NO. A-43 LOCATED IN THE CITY OF DENTON, DENTON COUNTY, TEXAS EXHIBIT B-1 Concept / Schematic Plan Date: 2-22-21 680 SITUS ADDRESS OWNER NAME MAILING ADDRESS OWNER NAME (all CAPS) 2321 W University Dr  Tx  76201‐1649 Abs Tx Investor Lp 250 E Park Center Boulevard, Boise, ID  83726‐0001 ABS TX INVESTOR LP 2317 W University Dr  76201 Benbrooke Univ Partners 5924 Royal Ln Ste 250, Dallas, TX 75230‐8802 BENBROOKE UNIV PARTNERS 2311 W University Dr  76201‐1649 Benbrooke Univ Partners 5924 Royal Ln Ste 250, Dallas, TX 75230‐8802 BENBROOKE UNIV PARTNERS 2303 W University Dr  76201‐1649 Mfd Inc 2303 W University Dr, Denton, TX 76201‐1649 MFD INC Scripture St  76201 Cook Children's Health Care System 801 7th Avenue, Fort Worth, TX  76104‐2733 COOK CHILDREN'S HEALTH CARE SYSTEM Texas Oncology Properties Llc 12221 Merit Dr Ste 500, Dallas, TX  75251‐3100 TEXAS ONCOLOGY PROPERTIES LLC 2620 Scripture St Tx  76201‐4315 Hta‐denton Llc 16427 N Scottsdale Rd Ste 440, Scottsdale, AZ  85254‐7103 HTA‐DENTON LLC SITUS ADDRESS OWNER NAME MAILING ADDRESS OWNER NAME (all CAPS) 1160 Bonnie Brae  76201‐2421 Dsmg Ltd 1160 N Bonnie Brae St, Denton, TX  76201‐2421 DSMG LTD W University Dr South Stemmons Prop Group Ltd 1801 Hinkle Dr Ste 150, Denton, TX  76201‐1768 SOUTH STEMMONS PROP GROUP LTD 1230 N Bonnie Brae St  76201‐5475 Mrs Leona Ewing 1228 Bellemead Dr, Denton, TX  76201‐2418 MRS LEONA EWING 1224 N Bonnie Brae St  76201‐5475 Linda Marie Casias Roth 208 Meadow Ln, Denton, TX  76207‐7411 LINDA MARIE CASIAS ROTH 1220 N Bonnie Brae  76201‐5475 Windsor Hall Inc. 1409 San Gabriel Dr, Denton, TX  76205‐6600 WINDSOR HALL INC 1218 N Bonnie Brae St  76201‐5475 Marilyn R Janke 145 S Forest Ln, Double Oak, TX  75077‐8284 MARILYN R JANKE 1160 N Bonnie Brae  76201‐2421 Dsmg Ltd 1160 N Bonnie Brae St, Denton, TX  76201‐2421 DSMG LTD 1160 Bonnie Brae  76201‐2421 Dsmg Ltd 1160 N Bonnie Brae St, Denton, TX  76201‐2421 DSMG LTD 1160 N Bonnie Brae  76201‐2421 Bruce A & Rhonda Huther 1890 S Keaton Rd, Sanger, TX  76266‐8702 BRUCE A & RHONDA HUTHER 1100 N Bonnie Brae St  76201‐2421 John Kozura III 777 El Cielito St, Denton, TX  76205‐8317 JOHN KOZURA III 1026 N Bonnie Brae  76201‐2420 Nelta Bahnsen 5707 Glen Pines Dr, Houston, TX  77069‐1818 NELTA BAHNSEN 1020 N Bonnie Brae  76201‐2420 Melvin L & Patricia L Sumrall Life Estate & Etal 1020 N Bonnie Brae St, Denton, TX  76201‐2420 MELVIN L & PATRICIA L SUMRALL LIFE ESTATE & ETAL 1014 N Bonnie Brae  76201‐2420 James H Mahoney 1014 N Bonnie Brae St, Denton, TX  76201‐2420 JAMES H MAHONEY 1008 N Bonnie Brae  76201‐2420 Danny R & Carmen Whitaker 1008 N Bonnie Brae St, Denton, TX  76201‐2420 DANNY R & CARMEN WHITAKER 1002 N Bonnie Brae  76201‐2420 Albert & Opal Harpool Revocable Living Trust 1002 N Bonnie Brae St, Denton, TX  76201‐2420 ALBERT & OPAL HARPOOL REVOCABLE LIVING TRUST 924 N Bonnie Brae  76201‐2419 Nadine S Wilson 924 N Bonnie Brae St, Denton, TX  76201‐2419 NADINE S WILSON 916 N Bonnie Brae  76201‐2419 Charline S Rodgers Family Trust 1128 Bent Oaks Dr, Denton, TX  76210‐8350 CHARLINE S RODGERS FAMILY TRUST 910 N Bonnie Brae  76201‐2419 Weldon Glen McBride 1819 Laurelwood Dr, Denton, TX  76209‐2234 WELDON GLEN MCBRIDE 902 N Bonnie Brae  76201‐2419 Paul J & Dianna Banda 902 N Bonnie Brae St, Denton, TX  76201‐2419 PAUL J & DIANNA BANDA 818 N Bonnie Brae  76201‐2499 Clarence D Wynn 818 N Bonnie Brae St, Denton, TX  76201‐2499 CLARENCE D WYNN N Bonnie Brae Tx 4a Properties Ltd 300 Cove Dr, Shady Shores, TX  76208‐7110 4A PROPERTIES LTD 802 N Bonnie Brae  76201‐2499 4a Properties Ltd 300 Cove Dr, Shady Shores, TX  76208‐7110 4A PROPERTIES LTD 2423 Panhandle St  76201‐2439 Gregory P Rowlett PO Box 850, Lewisville, TX  75067‐0850 GREGORY P ROWLETT McKenna Park City of Denton Municipal Building, 215 E McKinney St, Denton, TX  76201‐42CITY OF DENTON Adjacent Property Ownership West of Bonnie Brae Adjacent Property Ownership East of Bonnie Brae SITUS ADDRESS OWNER NAME MAILING ADDRESS 2200 Northway Dr  76207‐1032 James W Curnutt & Richard D Ruark 2200 Northway, Denton, TX  76207‐1032 2201 Northway Dr  76207‐1033 Josue Ordonez 2201 Northway, Denton, TX  76207‐1033 2200 Southway  76207‐1028 Ruth Delia Chavez 10641 Steppington Dr Apt 2029, Dallas, TX  75230‐4668 2201 Southway  76207‐1029 Sarah E Beveridge & Christopher Files 2201 Southway, Denton, TX  76207‐1029 2200 Overlook Ln  76207‐1024 Bryan & Joyce Cassell 2200 Overlook Ln, Denton, TX  76207‐1024 2201 Overlook Ln  76207‐1025 En L Khoe 2201 Overlook Ln, Denton, TX  76207‐1025 2200 Lookout Ln  76207‐1020 James H & Barbara J Grote 2210 Amberstone, Fredericksbrg, TX  78624‐6795 2201 Lookout Ln  76207‐1021 Billy R & Suzanne E Smith 2201 Lookout Ln, Denton, TX  76207‐1021 2200 Crestmeadow St  76207‐1636 Bob F Watson 2200 Crestmeadow St, Denton, TX  76207‐1636 2128 Crestmeadow St  76207‐1634 Susan M Allison 701 Chaparral Rd, Sanger, TX  76266‐6859 2124 Crestmeadow St  76207‐1634 Johnny D Guajardo 2124 Crestmeadow St, Denton, TX  76207‐1634 2120 Crestmeadow St  76207‐1634 Victor & Damia Cleaver 2120 Crestmeadow St, Denton, TX  76207‐1634 2116 Crestmeadow St  76207‐1634 Carolyn Gilbert 2116 Crestmeadow St, Denton, TX  76207‐1634 2112 Crestmeadow St  76207‐1634 Tim & Kenna J Johnson 2112 Crestmeadow St, Denton, TX  76207‐1634 2108 Crestmeadow St  76207‐1634 Laura L Fogle 2108 Crestmeadow St, Denton, TX  76207‐1634 2104 Crestmeadow St  76207‐1634 Susan Pierce 2104 Crestmeadow St, Denton, TX  76207‐1634 2100 Crestmeadow St  76207‐1634 Martha Sue Webb 2100 Crestmeadow St, Denton, TX  76207‐1634 2020 Crestmeadow St  76207‐1632 Gerald L & Nedra Mitchell 2575 Thomas J Eagan Rd, Denton, TX  76207‐2800 2601 Thunderbird Dr James J Sitton 2601 Thunderbird Dr, Denton, TX  76207‐1601 2605 Thunderbird Dr  76207‐1601 Brenda K & Edgar Leavell 2605 Thunderbird Dr, Denton, TX  76207‐1601 2609 Thunderbird Dr  76207‐1601 James M Jr & Stephanie K Wilson 2609 Thunderbird Dr, Denton, TX  76207‐1601 2613 Thunderbird Dr  76207‐1601 Sheree L Sardina 2613 Thunderbird Dr, Denton, TX  76207‐1601 2701 Thunderbird Dr  76207‐1603 Kirtland B Watkins 2701 Thunderbird Dr, Denton, TX  76207‐1603 2705 Thunderbird Dr  76207‐1603 Gene H Fahrenbacher 2705 Thunderbird Dr, Denton, TX  76207‐1603 2709 Thunderbird Dr  76207‐1603 Kristine Bolin PO Box 50171, Denton, TX  76206‐0171 2713 Thunderbird Dr  76207‐1603 Steve Oberlender 2713 Thunderbird Dr, Denton, TX  76207‐1603 2717 Thunderbird Dr  76207‐1603 Jimmy C & Neva L Shelton 2717 Thunderbird Dr, Denton, TX  76207‐1603 2721 Thunderbird Dr  76207‐1603 Klein & Barenblat Law Offices 5940 Wilcox Pl Ste A, Dublin, OH  73016‐6805 2801 Thunderbird Dr  76207‐1605 Ricky L & Britta Wheeler 2801 Thunderbird Dr, Denton, TX  76207‐1605 2805 Thunderbird Dr  76207‐1605 Cathleen Desouza Carothers 2106 Hawksbury Way, Cedar Park, TX  78613‐6878 2809 Thunderbird Dr  76207‐1605 Mark McGary 2809 Thunderbird Dr, Denton, TX  76207‐1605 2813 Thunderbird Dr  76207‐1605 Stephen R Speer 2813 Thunderbird Dr, Denton, TX  76207‐1605 2817 Thunderbird Dr  76207‐1605 David & Veronica Brunner 2817 Thunderbird Dr, Denton, TX  76207‐1605 2901 Thunderbird Dr  76207‐1272 Donald W Fleming 2901 Thunderbird Dr, Denton, TX  76207‐1272 2900‐2912 Augusta Dr  76207‐1223 David TW Sung PO Box 3580, Santa Monica, CA  90408‐3580 Augusta Dr  76207 David TW Sung PO Box 3580, Santa Monica, CA  90408‐3580 2915‐3017 Augusta Dr  76207‐1214 David TW Sung PO Box 3580, Santa Monica, CA  90408‐3580 4234 I35 Tx  76207‐3408 Gramar Corp Unknown 2205 N Bonnie Brae  76207‐1018 Jess Newton Rayzor Estate PO Box 609, Denton, TX  76202‐0609 City of Denton Municipal Building, 215 E McKinney St, Denton, TX  76201‐4229 2230 W University Dr  7620‐0648 David R Fulton Trustee 5529 Freeman Rd, Krum, TX  76249‐3358 W University St Mesquite Creek Dev Inc PO Box 22845, Oklahoma City, OK  73123‐1845 2804 W University Dr  76201‐1601 Mesquite Creek Dev Inc PO Box 22845, Oklahoma City, OK  73123‐1845 2816 W University Dr  76201‐1601 Mesquite Creek Dev Inc PO Box 22845, Oklahoma City, OK  73123‐1845 2828 W University Dr  76201‐1601 Mesquite Creek Dev Inc PO Box 22845, Oklahoma City, OK  73123‐1845 2900 W University Dr Tx  76201‐1632 University Lodging Partners LP 1721 Pleasant Pl, Arlington, TX  76015‐4529 2828 W University Dr  76201‐1601 Mesquite Creek Dev Inc PO Box 22845, Oklahoma City, OK  73123‐1845 4008 N I35 Tx  76207‐3406 CBOCS Texas LTD P/S PO Box 787, Lebanon, TN  37088‐0787 Adjacent Property Ownership North of U.S. Hwy. 380 681 50' LANDSCAPE BUFFER NOT A PART AUGUSTA DRIVE GREENWAY DRIVETHUNDE R B I R D D R I V E CRESTMEADOWB O N N I E B R A E S T R E E TSCRIPTURE STREET WEST UNIVERSITY DRIVE / U.S. 380 CRESCENT STREET LINDEN DRIVE PANHANDLE STREETCOLONIAL DR IVE THUNDERBIRD DRIVE B O N N I E B R A E S T R E E TNORTH BONNIE BRAE STREETINTERSTATE HIGHWAY 35INTERSTATE HIGHWAY 35 TRAFFIC SIGNAL existing TRAFFIC SIGNAL Existing WEST UNIVERSITY DRIVE / U.S. 380 TRAFFIC SIGNAL EXISTING LINDEN DRIVE PANHANDLE STREET CM-G DC-G RR-3 RR-2 NR-3 OPEN SPACE / STORM WATER CONTROL NRMU-12 RR-2 RR-3 P BH / MF / O /SF OPEN SPACE / STORM WATER CONTROL / O O (Cook Children's Hospital) OPEN SPACE / STORM WATER CONTROL / O OPEN SPACE / STORM WATER CONTROL / BH / MF / SF HOTEL / O/ SF/ MF / RR HOTEL O / SF / MF / RR HOTEL/ RR / O / MF SOUTH RR-2 SOUTH RR-2 RR-1 DRILL PAD SOUTH RR-2 RR-1 HOTEL / RR / O / MF HOTEL / O / SF / MF / RR NR-3 NRMU-12 NR-2 IC-E NR-3 NR-3 NRMU-12 NR-3 CM-G NRMURCC-D RCC-D SF O / SF SOUTH RR-2 SOUTH RR-2 SOUTH RR-2 RCC-D NRMU CM-G NRMU-12 DC-G NR-3 NR-2 ZONING LEGEND RAYZOR RANCH MARKET PLACE PROPOSED OVERLAY PROPOSED OVERLAY RAYZOR RANCH SOUTH CAMPUS PROPOSED OVERLAY = TOWN CENTER PROPOSED OVERLAY = SOUTH MIXED USE DISTRICT 1 (+/-48.8 ACRES) DISTRICT 2 (+/-99.4 ACRES) DISTRICT (+/-51 ACRES) DISTRICT (+/-150 ACRES) NOTE AD,USTMENT IN DIVISION LINES O( USES SHOWN MAY $E MADE TO ALI)N WITH ROADWAYS PHASIN) OR PLATTIN) ENTIRETY O( PRO,ECT LIES WITHIN CITY LIMITS O( DENTON PROPOSED OVERLAY = SOUTH "RR-2"DISTRICT (+/-46 ACRES) EXHIBIT B-4 Zoning Overlay QRUWK100'0'200'400' Graphic Scale: 1" = 200' RAYZOR RANCH CONCEPT / SCHEMATIC PLAN 2-22-21 ZONING OVERLAY EXHIBIT B-4 Zoning Overlay 682 683 Updated 11/20/20 Page 1 35.7.15. - Rayzor Ranch Overlay District. The Rayzor Ranch Overlay District classification is hereby defined with respect to approximately four hundred ten (410) acres of land, legally described in Exhibit "A" to Ordinance 2008-018. 35.7.15.1. Purpose. The purpose of establishing the Rayzor Ranch Overlay District is to: A. Ensure compatibility of new construction with the existing scale and characteristics of surrounding properties; and B. Protect and enhance specific land features which have characteristics distinct from lands and structures outside this Special Purpose District; and C. Provide within the Rayzor Ranch area a combination of land uses arranged and designed in accordance with sound site planning principles and development techniques; and in such a manner as to be properly related to each other, the immediate surrounding area, the planned mobility system, and other public facilities, such as water and sewer systems, parks, schools and utilities. 35.7.15.2 Application of Regulations. A. The Rayzor Ranch Overlay District shall be consistent with the Denton Plan. B. The regulations included in this Ordinance apply to the portions of Rayzor Ranch that are located both north and south of US 380/West University Drive (US 380). The portion of Rayzor Ranch north of West University Drive (US 380) is hereinafter referred to as Rayzor Ranch Marketplace and the portion of Rayzor Ranch located south of West University Drive (US 380) is known as the Rayzor Ranch South Campus. C. The development regulations that are applicable to properties north of US 380, including those that have building permits issued or in process at the date of adoption of this ordinance (specifically Lots 6R, 7R, 8R, 9, 10, 12 and 13 of the Rayzor Ranch North Addition), and the Cook Children's tract and the Denton Municipal Electric (DME) Substation tract south of US 380 are governed the regulations established in Ordinances 2008-284 and 2009-169. D. The City rules and regulations applicable to the development of property located within the NRMU and RCC-D zoning districts are applicable, except as otherwise provided by this Overlay District and further restricted or excepted herein and may not be varied or excepted other than by amendment of these standards. E. Provisions for solid waste receptacles shall follow the City of Denton Solid Waste Criteria Manual. F. The District shall retain the underlying zoning district and be noted with an overlay designation on the Official Zoning Map. G. The District may be developed in phases. If the common amenities for future phases, including but not limited to open spaces, landscaping and/or recreational facilities are not yet constructed; a phasing plan may be considered as a component of the final plat. If provided, a phasing plan shall contain a graphic and narrative document that indicates the sequence and time of construction, provides a description of the phasing order (e.g. 1, 2 & 3) and includes infrastructure requirements for each phase, as amended from time to time with approval of the City Manager. H. Before building permits may be issued for any portion of the project, a Site Plan for that portion of the project must be approved in conformance with this Ordinance and applicant must demonstrate compliance with this ordinance and all attached exhibits. The site plan requirement does not apply to Lots 6R, 7R, 8R, 9, 10, 12 and 13 of the Rayzor Ranch North Addition. All other properties north of US 380 and the Cook Children's tract and the Denton Municipal 684 Updated 11/20/20 Page 2 Electric (DME) Substation tract south of US 380 are governed by the regulations established in Ordinances 2008-284 and 2009-169 including Section 35.7.13.5 Marketplace - Subarea 2 Development Standards (RR-3, P, and RR-2) that states in part: Permitted Uses. These uses must be located within the Subareas as shown on the attached Exhibit B. I. Development within Rayzor Ranch shall conform to the adopted Concept Plan attached as Exhibit "B" to these regulations. The Concept Plan is intended to be used as the first step in the overlay development process. The Concept Plan establishes the initial plan for general zoning guidelines in the District by illustrating in graphic form both internal and external streets, thoroughfares, other means of access, open spaces, natural resources, uses, densities, intensities and height. Any adoption of or amendment to the Concept Plan shall follow the procedures for Zoning Amendments in Section 35.3.4 of the Denton Development Code. The following information should be provided for a complete Concept Plan: a. The date, written and graphic scale, north arrow, proposed name of the development, key map showing the location of the development in relation to existing streets and highways and dates of preparation and revisions. b. The name and address of the property owner or owners, and the design professional preparing the plan. c. The names of the record owners of adjacent land. d. Title Block containing: Proposed name of the subdivision or lot of record, acres in platted and unplatted land and total of those acres, survey and jurisdiction (City of Denton, County of Denton, Texas, for example). e. Acreage of the project. f. Show and label any proposed phasing limits. g. Survey boundaries of the project (or references to the survey). h. Proposed general land uses and the acreage of each subarea as defined in Exhibit B, including open space locations. i. Proposed street layout (arterial level required, collector and local to be developed by the applicant and reviewed by staff) and general location of internal and external streets, alleys, thoroughfares, and other means of access. j. Development Standards: i. Maximum height of buildings; ii. Minimum lot area; iii. Minimum lot width and depth; iv. Building setbacks; v. Maximum lot coverage; vi. Maximum floor to area ratio; vii. Off-street parking standards. k. One-hundred-year floodplain, floodway and major drainage ways. l. City limits and Extraterritorial Jurisdiction (ETJ) boundaries. m. Zoning districts and land uses on project and adjacent lands. n. Preliminary water and sanitary sewer layout and drainage facilities locations. 685 Updated 11/20/20 Page 3 J. Site Plan—Site Plans are intended to demonstrate and confirm that each phase of-development moving towards construction complies with all of the design requirements of this Ordinance and the applicable portions of the Denton Development Code. Site Plans shall substantially conform to the Concept Plan as depicted in Exhibit B. The following requirements shall apply: 1. The District may be developed in multiple phases. If the District is developed in phases, a Site Plan shall be approved for each phase. However, this section does not preclude the approval of an overall Site Plan for the entire District, or a substantial portion of the District, at the option of the property owner. 2. Site Plans shall be approved by the Planning and Zoning Commission in lieu of the Staff Review Procedure under Sec. 35.3.7 of the Denton Development Code. The Planning and Zoning Commission decision on Site Plans may be appealed to the City Council by the applicant; however, no further public hearing notification or public hearing shall be required on appeal. If appealed to City Council, the City Council's decision on a Site Plan is final. 3. Complete Site Plans shall confirm the zoning details previously approved in the Concept Plan as well as provide additional design and architectural standard details by illustrating in a graphic form the following: a. Acreage in project shown by survey and certified by a registered surveyor; b. Permitted land uses and acreage of each land use; c. Land uses and zoning of adjacent properties; d. Drainage facilities; e. Other existing or proposed off-site improvements as required; f. Location, type and size of all streets, alleys, parking lots and spaces, loading areas or other areas to be used for vehicular traffic; g. Proposed access and connection to existing or proposed streets and traffic generated by the proposed uses; h. Non-residential: location, maximum height (in feet), minimum setbacks, and maximum floor area ratio (FAR) of buildings; i. Residential development must show number, location and dimension of all lots, minimum setbacks, number of dwelling unit and density; j. Location of all creeks, ponds, lakes, floodplain, and/or other water retention or major drainage facilities and improvements; k. Location size and route of all major water, wastewater, electrical lines and other facilities necessary to serve the project; l. Location of all protected trees (10+ inches) and a detailed landscape plan demonstrating compliance with the approved landscape requirements for Rayzor Ranch as set for in Exhibit "D"; m. Location, type and size of all fences, berms, or screening features; n. Sidewalks or other pedestrian or bicycle access; o. Building elevation(s); and p. Demonstrated compliance with the architectural standards in Exhibit C, with attached appendices as applicable. K. Approval Criteria. Site Plans shall be approved if: 1. The Site Plan substantially complies with the Concept Plan previously approved by City Council; 686 Updated 11/20/20 Page 4 2. The Site Plan provides for the design and arrangement of driveways and parking spaces in accordance with the applicable requirements of the Denton Development Code, as modified by the Rayzor Ranch Overlay District; 3. There are adequate utilities, drainage and supporting infrastructure or it shall be provided in accordance with the applicable requirements of the Denton Development Code, as modified by the Rayzor Ranch Overlay District; 4. The Site Plan fully complies with all other sections of the Rayzor Ranch Overlay District. L. Minor Amendment. The Director of Development Services may approve minor aesthetic deviations to architectural elevations and other approved site design standards and details associated with the Rayzor Ranch Overlay District, if necessary to protect the viability of the district as a whole, except that no amendment may change any use restriction or subarea boundary. M. Expiration of Site Plan. Any approved Site Plan shall be valid for twenty-four (24) months from the date of its approval. If no construction begins pursuant to a building permit issued for the property within the twenty-four (24) months, the site plan shall expire and no longer be valid. The Planning and Zoning Commission may, for good cause, extend for up to three hundred sixty (360) days the expiration date of the Site Plan. 35.7.15.3 Land Divisions. The Rayzor Ranch overlay district shall be divided into two (2) major divisions, separated generally by US 380 (University Drive): the Rayzor Ranch Marketplace; and the Rayzor Ranch South Campus. A. The Rayzor Ranch Marketplace shall be divided into three (3) subareas as depicted in Exhibit B and detailed below. 1. RR-3— The Rayzor Ranch Marketplace RR-3 Area, depicted as RR-3 on Exhibit B, is intended as a retail area with uses allowed in the RCC-D zoning district classification and use designation, as further modified by this overlay zoning district, and designed to promote the overall character and purpose of this overlay district. The RR-3 section of the Rayzor Ranch Marketplace (RR-3) is referred to as the RR-3 Area in the Architectural Standards, Landscape Standards, and Signage Standards in Exhibits B, C, D, and E, and vice versa. 2. RR-2— The Rayzor Ranch Marketplace RR-2 Area, depicted as RR-2 on Exhibit B, is intended to as a retail area with uses allowed in the RCC-D zoning district classification and use designation, as further modified by this overlay zoning district, and designed to promote the overall character and purpose of this overlay district. The RR-2 section of the Rayzor Ranch Marketplace is referred to as the RR-2 Area in the Architectural Standards, Landscape Standards, and Signage Standards in Exhibits B, C, D, and E, and vice versa. 3. Residential (NRMU-12 & NR-3)— The Rayzor Ranch Marketplace Residential Area, depicted as NRMU-12 and NR-3 on Exhibit B, is intended for residential development. Development standards for this area are provided in Exhibit C-4. B. The Rayzor Ranch South Campus shall be divided into the following five (5) subareas, as depicted in Exhibit B: 1. Town Center (RR-1)— The Town Center (RR-1), depicted as RR-1 on Exhibit B-1, is intended to define a mixture of certain specified nonresidential, retail and residential uses currently allowed within the RCC-D zoning district classification and use designation, as further modified by this overlay zoning district, and designed to promote the overall character and purpose of this overlay district. The Town Center (RR-1) is also referred to as the RR-1 Area in the Architectural Standards, Landscape Standards, and Signage Standards in Exhibits B, C-1, D-1, and E-1 and vice versa. 687 Updated 11/20/20 Page 5 2. South RR-2 District— The South RR-2 District is intended to define certain specified uses currently allowed within the RCC-D zoning district classification and use designation, as further modified by this overlay zoning district. The South RR-2 District is also referred to as the South RR-2 Area in the Architectural Standards, Landscape Standards, and Signage District in Exhibits C-1, D-1, and E-1. 3. South Mixed-Use District— The South Mixed Use District is intended to accommodate certain specified nonresidential, single-family and multi-family residential uses, as further modified by these overlay requirements. The South Mixed-Use District will also be referred to as the RR, BH, MF, O, CC, P, Hotel, and SF Areas in the Architectural Standards, Landscape Standards, and Signage Standards in Exhibits to be incorporated in Exhibits C- 2, C-2A, C-2B, C-3, D-2, and E-2. 4. DME Substation— The DME Substation property is intended to accommodate a utility substation and is governed by the regulations established in Ordinances 2008-284 and 2009- 169. 5. Cook Children's Hospital— The Cook Children's property is intended to accommodate a hospital and is governed by the regulations established in Ordinances 2008-284 and 2009- 169. 6. Drill Pad— The Drill Pad property is intended to accommodate gas well development, and is governed by Ordinances 2008-284 and 2009-169, and further restricted by Specific Use Permit (SUP) No. S09-0006, Ord. No. 2009-257. 35.7.15.4 Development Standards. A. Generally. The Rayzor Ranch Overlay establishes architectural and landscape design as development standards to effectuate the purpose of the district. The City rules and regulations applicable to the development of property in the RCC-D and NRMU districts are applicable, except as otherwise provided by this Overlay District and further restricted or excepted herein. B. Definitions. The following definitions shall apply to the Rayzor Ranch Overlay District: 1. Amenity Center: A facility used by and for the benefit of the members of an HOA, Common Ownership Entity, or Multifamily complex. Amenity Centers may include indoor and outdoor components and facilities including, but not limited to; pools, gym/fitness center, game rooms, offices, meeting rooms, and lounges. 2. Age Restricted Multi-Family: Multi-Family development whose residents are restricted to those age 55 and over. 3. Big House: A type of residential development where ten (10) or fewer dwelling units are located in a single building which is intended to resemble a single large house. The dwelling units can be vertically or horizontally integrated. Dwelling units developed as a Big House use will count towards the total number of multi-family dwelling units and not toward the total number of single-family dwelling units allowed in Rayzor Ranch listed in Section 35.7.15.7.A.1. 4. Continuing Care Retirement Center: A facility that integrates multiple senior living options into one (1) facility which may include skilled nursing, assisted living, dementia care, as well as independent living. This use is not considered a multi-family dwelling unit. (Ordinance No. 2007-110). 5. Convention Center: A facility used in connection with a convention or meeting center, or similar facility, including auditoriums, exhibition halls, facilities for food preparation and service, parking facilities, administrative offices and ancillary development such as a hotel. 6. Garden-Style Home: A single-family dwelling on a separate lot with building setbacks only on three (3) sides commonly developed in a cluster formation. This development type is also known as zero lot line homes or patio homes. 688 Updated 11/20/20 Page 6 7. Helipad: A landing pad for occasional use by rotary wing aircraft. Regularly scheduled stops and fueling or servicing facilities are not permitted as part of this use. 8. Open Space: Open space includes all surface areas of the project that are not covered with enclosed buildings, or parking and drive areas. Pedestrian plazas and sidewalks (covered or uncovered) count as Open Space. In addition, areas of Rayzor Ranch, such as easements or rights-of-way, that may be owned or controlled by a governmental agency, but that are being maintained privately, will count towards the open space and landscape area requirements. Open Space in the Marketplace shall be defined by Ordinance 2009- 169. 9. Plaza or Public Area Space: An area identified on an approved Site Plan which is designated for public or civic use. This area can be part of a private development or included within a Park. 10. Rayzor Ranch: The comprehensive development which includes all phases defined within the Rayzor Ranch Overlay District. (Ordinance 2008-284). 11. Stormwater Control and/or Detention Areas: Facilities dedicated to the collection, or transportation of stormwater runoff. 12. Storm Water Control: Storm water controls (sometimes referred to as best management practices or BMPs) are constructed storm water management facilities designed to treat storm water runoff and/or mitigate the effects of increased storm water runoff peak rate, volume and velocity due to urbanization. 13. Storm Water Quality Areas: Facilities for the collection and treatment of storm water runoff. 14. Townhouse-style: A dwelling structure not to exceed three (3) stories in height, containing a minimum of three (3) and no more than eight (8) dwelling units within a building, which is constructed in a series or group of attached units on one (1) lot, up to eight (8) units, meeting fire protection requirements and the following additional requirements. Seventy-five (75) percent of the dwellings built in compliance with the Townhouse Style development regulations are considered attached single-family dwelling units for the purpose of calculating the total number of units allowed in the Rayzor Ranch South Campus and will count towards the total number of single-family attached dwelling units and not toward the total number of multi-family dwelling units allowed in Rayzor Ranch listed in Section 35.7.15.7.A.1. Conversely, twenty-five (25) percent of each phase of the Townhouse-style dwellings constructed shall count against multifamily. a. Each unit features at least two (2) points of direct exterior access to the structure; b. Each unit is separated from the other dwellings in the structure by fire rated common walls; c. No units are vertically above or below another uses or unit within the structure; d. Each unit features an individual meter for each utility; and e. Each unit features access to a public street or alley. 35.7.15.5 Marketplace—Subarea 1 Development Standards (SF-1) as defined in Ordinance 2008- 284. A. In Subarea 1 of the Rayzor Ranch Marketplace, the City rules and regulations applicable to the development of property located within the NR-3 and NRMU-12 zoning districts are applicable to the respective areas shown on Exhibit B, except as otherwise provided by this Overlay District and further restricted or excepted as follows: 1. Permitted Uses. The following uses must be located within the NR-3 and NRMU-12 portions Subarea 1 as shown on Exhibit B and as further defined in Exhibit C-4. 689 Updated 11/20/20 Page 7 a. NR-3: Single-family dwellings. b. NRMU-12: Single-family dwellings, attached single-family dwellings (townhomes), and big houses. c. Amenity Center. Accessory garages and storage. 2. Design Standards. a. Exhibit C-4 to this ordinance sets forth the site design, landscaping, and architectural standards for both the NR-3 and NRMU-12 portions of Subarea 1 of the Rayzor Ranch Marketplace. 35.7.15.6 Marketplace—Subarea 2 Development Standards (RR-3, P, and RR-2) as defined in Ordinance 2008-284. In Subarea 2 of the Rayzor Ranch Marketplace, the City rules and regulations applicable to the development of property located within an RCC-D zoning district are applicable, except as otherwise provided by this Overlay District and further restricted or excepted as follows: Permitted Uses. These uses must be located within the Subareas as shown on Exhibit B as follows: A. RR-3: Wholesale sales; retail construction materials sales with a minimum floor area of one hundred thousand (100,000) square feet; quick vehicle servicing; garden center with container plant materials and associated garden supplies only accessory to retail or a home improvement center in excess of one hundred thousand (100,000) square feet, retail sales and services, restaurants, parks and open space and professional services and offices. All other uses are prohibited. B. RR-2: Retail sales and services, restaurants, drive-through facilities, indoor recreation, parks and open space and professional services and offices. All other uses are prohibited. C. P: Parks and open space, water quality feature as defined in this ordinance. All other uses are prohibited. 35.7.15.7 South Campus—General Use and Development Standards. A. Residential Dwelling Units. 1. The South Campus shall not exceed the following number of dwelling units by type: a. One hundred eighty-five (185) single-family detached dwellings; b. Four hundred ninety-six (496) single-family attached dwellings; c. One thousand eight hundred (1,800) multi-family units. i. One thousand fifty (1,050) of the allowed one thousand eight hundred (1,800) multi- family dwelling units are to be constructed inside the Density Zone and cannot be rented by the room and cannot contain more than three (3) bedrooms in any individual unit. ii. The remaining seven hundred fifty (750) multi-family dwelling units can be built within those areas identified for MF uses within Exhibit B and cannot contain more than three (3) bedrooms in any individual unit. d. Approved densities shall be contingent upon demonstration that planned public infrastructure is sufficient to sustain the herein approved densities. 2. The first seven hundred fifty (750) multi-family residential units in the South Campus shall not be permitted or constructed until the non-residential component of Phase 1 of the Town Center (RR-1) has had a site plan approved, and until the first one hundred thousand (100,000) square feet of the Town Center (RR-1) and RR-2 construction has: (1) received 690 Updated 11/20/20 Page 8 building permits, and (2) has been inspected and issued a green tag by the City for the building foundations. The remaining one thousand fifty (1,050) multi-family residential units may be permitted and constructed when the first six hundred thousand (600,000) square feet of the Town Center (RR-1) and RR-2 construction has received building permits and the City has inspected and issued a green tag for the building foundations. B. South Campus—Town Center (RR-1). 1. The Town Center (RR-1) property is located within an RCC-D base zoning district. Permitted uses are limited to the specific land use categories set forth below, as defined, limited and permitted by the Denton Development Code for the RCC-D zoning district classification and use designation, or as further restricted or excepted in this overlay. a. Permitted Uses: i. Hotels; ii. Retail Sales and Services; iii. Movie Theaters; iv. Restaurants; v. Drive-through Facilities; vi. Professional Services and Offices; vii. Outdoor Recreation, including an amphitheater; viii. Indoor Recreation; ix. Commercial Parking Lots; x. Parks; xi. Open Space; xii. Hospital; xiii. Medical Centers; xiv. Convention Center xv. Storm Water Control and/or Detention; xvi. Major Event Entertainment; xvii. Storm Water Quality Areas; xviii. Multifamily. b. Allowable with limitations: i. Community Service - Restricted to museums, educational facilities and governmental uses only. c. Allowable through Specific Use Permit approval: i. Basic Utilities; ii. Group Homes. d. Sexually-oriented businesses and all other uses defined by the Denton Development Code are prohibited. 2. Density and Intensity: a. The maximum F.A.R. shall be 4.0. 691 Updated 11/20/20 Page 9 b. The maximum lot coverage shall be ninety (90) percent in accordance with Appendix D-1. c. The minimum landscaped area shall be ten (10) percent in accordance with Appendix D-1. d. The minimum tree canopy coverage at maturity shall be twenty-five (25) percent in accordance with Appendix D-1. e. The maximum building height shall be one hundred (100) feet above grade, except for hotels and office uses which shall not exceed two hundred (200) feet in height above grade. No structure shall exceed a maximum height above mean sea level as determined by the Federal Aviation Administration (FAA) or other appropriate regulatory agency. f. As set forth in Figure 2 of Section 35.13.13.2 of the Denton Development Code, a residential proximity slope shall be present between new development within the Rayzor Ranch South Campus and an existing single-family use outside of the Overlay District. A thirty-five-degree residential proximity slope angle is measured from a point forty (40) feet above grade at the minimum setback line. 3. Design Standards. a. Exhibits C-1, D-1, and E-1 to this ordinance set forth the Architectural Standards, Landscape Standards, and Sign Standards for the Town Center (RR-1). C. South Campus—South RR-2 District. 1. The South RR-2 District property is located within an RCC-D base zoning district. Permitted uses are limited to the specific land use categories set forth below, as defined, limited and permitted by the Denton Development Code for the RCC-D zoning district classification and use designation, or as further restricted or excepted in this overlay. a. Permitted Uses: i. Hotel; ii. Retail Sales and Services; iii. Movie Theaters; iv. Restaurants; v. Drive-through Facilities vi. Professional Services and Offices; vii. Quick Vehicle Servicing; viii Outdoor Recreation; ix. Indoor Recreation; x. Parks; xi. Open Space; xii. Hospital; xiii. Medical Centers; xiv. Convention Centers; xv. Storm Water Control and/or Detention; xvi. Storm Water Quality Areas. 692 Updated 11/20/20 Page 10 b. Allowable with Limitations: i. Community Service—Restricted to museums, educational facilities and governmental uses only. c. Allowable through Specific Use Permit approval: i. Group Homes; ii. Basic Utilities; d. Sexually-oriented businesses and all other uses defined by the Denton Development Code are prohibited. 2. Density and Intensity: a. The maximum F.A.R. shall be 4.0. b. The maximum lot coverage shall be ninety (90) percent in accordance with Appendix D-1. c. The minimum landscaped area shall be ten (10) percent in accordance with Appendix D-1. d. The minimum tree canopy coverage at maturity shall be twenty-five (25) percent in accordance with Appendix D-1. e. The maximum building height shall be one hundred (100) feet above grade, except for hotels and office uses which shall not exceed two hundred (200) feet in height above grade. No structure shall exceed a maximum height above mean sea level as determined by the Federal Aviation Administration (FAA) or other appropriate regulatory agency. f. As set forth in Figure 2 of Section 35.13.13.2 of the Denton Development Code, a residential proximity slope shall be present between new development within the Rayzor Ranch South Campus and an existing single-family use outside of the Overlay District. A thirty-five-degree residential proximity slope angle is measure from a point forty (40) feet above grate at the minimum setback line. 3. Design Standards. a. Exhibits C-1, D-1, and E-1 to this ordinance set forth the Architectural Standards, Landscape Standards, and Sign Standards for the South RR-2 District. D. South Campus - South Mixed Use District. 1. The South Mixed Use District property is located within the RCC-D and NRMU base zoning districts. Permitted uses are limited to the specific land use categories set forth below, as defined, limited and permitted by the Denton Development Code for the RCC-D and NRMU zoning districts classification and use designation, or as further restricted or excepted in this overlay. Permitted uses listed in Subsections “a” through “d” below are generally applicable in this district and are further defined for each Subarea designation shown on Exhibit B in Subsection “e” below: a. Permitted Uses: i. Single Family Dwellings; ii. Attached Single Family Dwellings; iii. Community Homes for the Disabled; iv. Multi-Family Dwellings. v. Townhouse-style Dwellings; vi. Hotels; vii. Retail Sales and Services; 693 Updated 11/20/20 Page 11 viii. Movie Theaters; ix. Restaurants; x. Professional Services and Offices; xi. Indoor Recreation; xii. Parks; xiii. Open Space; xiv. Hospital; xv. Medical Centers; xvi. Big Houses; xvii. Elderly Housing; xviii. Continuing Care Retirement Centers; xix. Convention Center; xx. Storm Water Control and/or Detention; xxi. Storm Water Quality Areas; b. Allowable with Limitations: i. Community Service - Restricted to museums, educational facilities and governmental uses only. c. Allowable through Specific Use Permit approval: i. Major Event Entertainment; ii. Group Homes; iii. Basic Utilities; iv. Helipads as an accessory use to a Hospital. v. Quick Vehicle Servicing (SUP required when abutting residential use or zoned property, otherwise use is permitted in the RR designated areas as shown in Exhibit B); vi. Drive-through Facilities (when abutting residential use or zoned property otherwise use is permitted in the RR designated areas as shown in Exhibit B); d. Sexually-oriented businesses and all other uses defined by the Denton Development Code are prohibited. e. Exceptions • The uses listed above are permitted within the area designated as BH/MF/O/SF in Exhibit B except for Hotels, Retail Sales and Services, Movie Theaters, Restaurants, Drive-Through Facilities, Quick Vehicle Servicing, Indoor Recreation and Convention Center are not permitted. • The only uses permitted within the area designated as SF in Exhibit B are Single Family Dwellings, Attached Single Family Dwellings, Community Homes for the Disabled, Parks, and Open Space. • The only permitted uses in O/SF are Single Family Dwellings, Attached Single Family Dwellings, Community Homes for the Disabled, Parks, Open Space, and Professional Services and Offices. • The only permitted uses in P in Exhibit B are Parks and Open Space. • Areas designated as South RR-2 within this District follow the guidelines for the South RR-2 District identified in Section C above. 694 Updated 11/20/20 Page 12 1. a. Permitted Uses, except as follows: The only uses permitted within the area designated as SF in Exhibit B are Single Family Dwellings, Attached Single Family Dwellings, Community Homes for the Disabled, Parks, and Open Space. The uses below are permitted within the area designated as BH/MF/O/SF in Exhibit B except for Hotels, Retail Sales and Services, Movie Theaters, Restaurants, Drive-Through Facilities, Quick Vehicle Servicing, Indoor Recreation and Convention Center are not permitted. i. Single Family Dwellings; ii. Attached Single Family Dwellings; iii. Community Homes for the Disabled; iv. Multi-Family Dwellings. 695 Updated 11/20/20 Page 13 v. Townhouse-style Dwellings; vi. Hotels; vii. Retail Sales and Services; viii. Movie Theaters; ix. Restaurants; x. Professional Services and Offices; xi. Indoor Recreation; xii. Parks; xiii. Open Space; xiv. Hospital; xv. Medical Centers; xvi. Big Houses; xvii. Elderly Housing; xviii. Continuing Care Retirement Centers; xix. Convention Center; xx. Storm Water Control and/or Detention; xxi. Storm Water Quality Areas; b. Allowable with Limitations: i. Community Service - Restricted to museums, educational facilities and governmental uses only. c. Allowable through Specific Use Permit approval: i. Major Event Entertainment; ii. Group Homes; iii. Basic Utilities; iv. Helipads as an accessory use to a Hospital. v. Quick Vehicle Servicing (SUP required when abutting residential use or zoned property, otherwise use is permitted in the RR designated areas as shown in Exhibit B); vi. Drive-through Facilities (when abutting residential use or zoned property otherwise use is permitted in the RR designated areas as shown in Exhibit B); d. Sexually-oriented businesses and all other uses defined by the Denton Development Code are prohibited. 2. Density and Intensity. a. The maximum F.A.R. shall be 4.0. b. The maximum lot coverage shall be 90%. (80% for Single-Family Detached Residential) c. The minimum landscaped area shall be 10%. (20% for Single-Family Detached Residential) d. The minimum tree canopy coverage at maturity shall be determined in accordance with Exhibits C-2A, C-2B, C-3, and D-2. 696 Updated 11/20/20 Page 14 e. The maximum building height shall be 65 feet for single-family and townhouse, 100' for all others, except for hotels and office uses which shall not exceed 200' in height above grade and shall not exceed a maximum height above mean sea level as determined by the Federal Aviation Administration (FAA) or other appropriate regulatory agency. f. A residential proximity slope shall be present between new development within the Rayzor Ranch South Campus and an existing single-family use outside of the Overlay District. A 35-degree residential proximity slope angle is measure from a point 40 feet above grate at the minimum setback line. 3. Design Standards. a. Exhibits C-2, C-2A, C-2B, C-3, D-2, and E-2 to this Ordinance set forth the Architectural Standards, Landscape Standards, and Sign Standards for the South Mixed Use District. Exhibits C-2, D-2, and E-2 will be incorporated at a later date to provide design standards for non-residential uses. b. All Multi-Family development located on property east of Heritage Trail will comply with the site design standards in Exhibit C-2A. All Multi-Family development located on property west of Heritage Trail will comply with the site design standards in Exhibit C-3. c. All single-family development will comply with the site design standards in Exhibit C-2B. c.d. All nonresidential buildings within the South Mixed-Use District (all uses except multi- family and single family) except for those areas designated as South RR-2 will comply with the site design standards in Exhibit C-2. Areas designated as South RR-2 within this District follow the guidelines for the South RR-2 District identified in Section C above.   35.7.15.8 Landscaping and Tree Mitigation. A. Subchapter 13 of the Denton Development Code and Site Design Criteria Manual shall apply to the Rayzor Ranch South Campus regarding landscaping and Tree Mitigation. Additionally, the following standards shall apply: 1. Landscaping and Tree Mitigation shall meet the standards as set forth in Exhibits D, D-1 and D-2 of this Ordinance. 2. Trees planted to address tree mitigation will be credited on the actual caliper inch of the tree planted. 3. Required tree mitigation funds will be put into a segregated tree mitigation account administered by the City of Denton. These funds will be released back to the Developer incrementally at the rate of one hundred twenty-five dollars ($125.00) per caliper inch for trees planted by the Developer, as the Developer certifies to the City that the trees have been planted and are in a healthy condition and the City arborist confirms that the trees have been planted and are in a healthy condition. 4. Mitigated trees may be planted throughout the Rayzor Ranch property or as specified in Exhibits D, D-1 and D-2. 5. Any open space, tree canopy, landscape area, and tree mitigation credits established pursuant to Ordinance 2009-169 may be applied throughout the entirety of Rayzor Ranch. 6. Open space, tree canopy, and landscape shall be calculated as part of the entirety of Rayzor Ranch rather than on a site-by-site basis. 7. Tree preservation requirements can be found in Subchapter 13 of the Denton Development Code. 8. Refer to Table 35.13.7.B in the Denton Development Code for preservation and mitigation requirements. 35.7.15.9 Architecture. 697 Updated 11/20/20 Page 15 A. Architecture must meet the standards set forth in Exhibits "C", "C-1”, “C-2", “C-2A”, “C-2B”, “C- 3”, “C-4”, or “C-5” of the Ordinance and shall meet the guidelines stated in each District Design heading as stated within the Ordinance. 35.7.15.10 Parking Standards. A. The rules and regulations per Subchapter 14 of the Denton Development Code and Site Design Criteria Manual shall apply to the Rayzor Ranch South Campus regarding parking standards with the following exceptions: 1. Maximum Allowable Number of Parking Spaces. a. Subsection 35.14.4.F shall not apply to the Rayzor Ranch Overlay. 2. Parking in the rear or front. a. Subsection 35.13.13.3.C is excepted to allow parking in front of a building (between the building and street or right-of-way), if it meets the requirements in the Landscape Standards, Exhibit D-1 or D-2 3. Subsection 35.14.7 C Mixed Uses shall not apply to residential uses with a base zoning of NRMU District and located in the South Mixed-Use District east of Heritage Trail insofar as a parking reduction beyond the minimum required amount shall not be granted for any residential uses. 35.7.15.11 Drainage. A. General. 1. In this overlay district, the drainage improvements shall be designed in accordance with the requirements provided in the Denton Development Code Section 35.19 and the Drainage Criteria Manual. 2. Final Acceptance or Certificate of Occupancy of any structure in the South Campus (RR-1 or RR-2) district may not be requested until the improvements to the detention pond west of Bonnie Brae Road and North of U.S. 380 are accepted by the Public Works Inspection Department. 3. Approval may not be granted for any Final Plat that does not comply with the stormwater requirements of the Denton Development Code and Criteria Manuals. B. Storm Water Quality. 1. Preliminary and Final Plats within the drainage area south of US 380/West University Drive, for land that drains into North Lakes Pond, will include provisions for onsite or regional storm water quality enhancement, including dedication of drainage easement areas as necessary to construct the storm water quality structural controls and management practices as described in Exhibit "F". Approximately seventy-six (76) acres of Rayzor Ranch South drains into the water quality/detention basin north of West University Drive (US 380). The stormwater quality controls approved in the Rayzor Ranch iSWM Plan do not account for any hot spots polluting areas south of University Drive. In the event of a proposed use within the seventy-six (76) acres met the definition of a hot spot pollutant generator, an evaluation of the capacity of the iSWM treatment train could be required and additional stormwater quality controls may be required. 2. The storm water quality controls shall be constructed as part of the storm drainage improvements for the development. 3. Engineering inspection fees shall be paid to the City for the inspection of all storm water quality controls during construction. Upon City's request, designer shall certify to the best of the designer's knowledge, that the storm water quality controls and management practices were constructed in accordance with the approved plans. 698 Updated 11/20/20 Page 16 a. Building Permits are not prohibited by these additional drainage restrictions above, provided that a construction schedule is committed to for the improvements, an onsite detention pond has been constructed and accepted by the City, and all other applicable requirements for issuance have been satisfied. 35.7.15.12 Transportation. A. Required Improvements in Addition to Those Required by the Denton Development Code and Criteria Manuals: 1. Required twenty-foot visibility triangles shall be measured from the curb line not the property line. 2. Allegiance Hillview, L.P. or its assignee will construct, at its expense, those segments of Heritage Trail Boulevard and Panhandle Street abutting and adjacent to the Cook Children's Hospital Tract. Allegiance Hillview, L.P. or its assignee will work with City of Denton staff to set forth triggering points for roadway and other infrastructure improvements based on platting activity, traffic impact analyses, etc. 35.7.15.13 Street Standards. A. In this overlay district, the City rules and regulations regarding street standards, as well as the standards designed and incorporated by Section 35.20.2 shall apply. B. Traffic circles or roundabouts are allowed and encouraged in Rayzor Ranch subject to approval by the City Engineer and the Denton Development Code and Criteria Manuals. 35.7.15.14 Water and Wastewater Standards. A. In this overlay district, the City rules and regulations regarding water and wastewater standards shall apply. B. Allegiance Hillview, L.P. or its assignee will work with City of Denton staff to set forth triggering points for water and wastewater infrastructure improvements based on analysis, studies or models undertaken to support specific final plat activity. 35.7.15.15 Gas Well Development. A. Gas well development is permitted only within the area designated as the "Drill Pad" on Exhibit B, with Specific Use Permit approval from City Council prior to issuance of a gas well plat and drilling site plan. All gas well development will be subject to the requirements of the Denton Development Code, and as further restricted by Ordinances 2008-284, 2009-169, 2009-257, and 2015-233. 35.7.15.16 Property Owner Associations (POA). A. One (1) or more Property Owner Associations (POA) shall be established from the maintenance of all common property not fully dedicated for public use. Documents establishing the POA must be submitted and approved as a required component of the final plat application, providing for the maintenance, repair, replacement and liability obligations of the POA for private roads, alleys, gates, fences, street lighting, drainage and or other held facilities and/or common areas, appurtenances, associated ancillary items and improvements. 1. The POA shall authorize the City to file a lien, to foreclose, or to otherwise secure payment from property owners concerning the maintenance, repair and placement, in part or in whole, of all privately held common areas, including but not limited to stormwater control and/or detention areas, stormwater quality areas, street lighting and other appurtenances and/or other associated ancillary items. 2. The POA documents must be submitted to, reviewed and approved by the City Attorney, prior to final plat approval for plats that include common areas. 3. The POA may not be dissolved, nor may deed restrictions and covenants providing for maintenance of common areas be deleted or amended, without prior written consent of the City Council and plat amendment. 699 Updated 11/20/20 Page 17 4. The final plat and restrictive covenants shall contain language whereby the property owners defend and hold harmless the City from claims and suits for property damage or bodily injury (including death) arising from the conditions, use or operation of any privately owned parks, open spaces, common amenities, streets or facilities. Editor's note— Ordinance No. 2016-017 adopted January 26, 2016, has adopted by reference Exhibits A—H. Copies can be found in the Planning Department. (Ord. No. 2002-322, 9-17-2002) (Ord. No. 2004-233, 8-17-2004) (Ord. No. 2005-099, 3-22-2005) (Ord. No. 2006-085, 3-21-2006) (Ord. No. 2006-139, 5-16-2006) (Ord. No. 2006-303, 10-17-2006) (Ord. No. 2007-068, 3-27-2007) (Ord. No. 2007-095, § 2(exh. A, § 35.7.14), 5-1-2007) (Ord. No. 2007-110, 5-15-2007) (Ord. No. 2007-238, § 2, 10-2-2007) (Ord. No. 2008-136, § 3(35.7.13), 6-17-2008) (Ord. No. 2008-284, 11-4-2008) (Ord. 2009-117, 5-5-2009) (Ord. No. 2009-169, 7-21-2009) (Ord. No. 2010-158, § 2, 6-15-2010) (Ord. No. 2011-225, § 2, 11-1-2011) (Ord. No. 2013-045, § 2, 2-5-2013) (Ord. No. 2013-313, § 2, 11-5-2013) (Ord. No. 2014-406, § 6, 12-1-2014) (Ord. No. 2016-017, § 3, 1-26-2016) (Ord. No. 2016-080, § 2, 3-1-2016) (Ord. No. 2016-312, § 3, 10-11-2016) (Ord. No. Z18-0001b, § 3(Exh. C), 3-6-2018) 700 Updated 11/20/20 Page 18 List of Exhibits      Exhibit A  A‐1  Metes and Bounds Description of the Rayzor Ranch Overlay District North  A‐2  Metes and Bounds Description of the Rayzor Ranch Overlay District South    Exhibit B – Concept Plan  B‐1 Concept/Schematic Plan  B‐2 REPEALED ORDINANCE 2016‐017  B‐3 Density Zone Plan  B‐4  Zoning Map  B‐5  Site Plan: Marketplace/DME/Cook Childrens    Exhibit C – Architectural Standards  C Marketplace Architectural Standards  C‐1 South RR‐2 and Town Center (RR‐1) Architectural Standards  C‐2 South Mixed‐Use Architectural Standards (PLACEHOLDER TO BE INSERTED LATER)  C‐2A  South Mixed‐Use, Multi‐Family Architectural Standards (East of Heritage Trail)  C‐2B  South Mixed Use, Single‐Family Architectural Standards  C‐3 South Mixed Use, Multi‐Family Design Standards (West of Heritage Trail)    Exhibit D – Landscape Standards  D Marketplace Landscape Standards  D‐1 South RR‐2 and Town Center (RR‐1) Landscape Standards  D‐2 South Mixed‐Use Landscape Standards (PLACEHOLDER TO BE INSERTED LATER)    Exhibit E  E Marketplace Sign Standards  E‐1 South RR‐2 and Town Center (RR‐1) Sign Standards  E‐2 South Mixed‐Use Sign Standards (PLACEHOLDER TO BE INSERTED LATER)    Exhibit F – Water Quality Standards for the portion of South Campus, South RR‐2 District that  drains to North Lake and Drainage Map    Exhibit G – Trade Dress Criteria  Exhibit H – Street Sections  701 November 17, 2020 Page 1 Exhibit C-2 RAYZOR RANCH ARCHITECTURAL STANDARDS SOUTH MIXED-USE DISTRICT A. Architecture and Planning 1. Non-residential buildings (all uses except multifamily and single family) in the South Mixed- Use District shall comply with the following planning and design standards. B. Orientation / Site Design 1. The South Mixed-Use District is intended to incorporate a wide array of commercial and mixed-use options including retail, personal service, restaurants, entertainment, hospitality, assisted living/memory care, office, heathcare, commercial, among other uses. The project should be complimentary to surrounding land-uses. 2. Parking areas must be paved with concrete, concrete pavers or brick pavers and curbed and guttered with concrete. Access drives must be paved, curbed and guttered with concrete in accordance with the development standards promulgated by the City. 3. Parking areas must meet Parking Standards detailed in 35.7.15.10 of this Ordinance to accommodate all parking needs for employees, company vehicles, residents, invitees and visitors. If parking needs increase on any building site, additional parking must be provided by the Owner of such building site. 4. Bicycle racks shall be included in each Development at a rate of 1 rack per 50 parking spaces. 5. Internal parking lot landscape islands are required in accordance with Diagram 1. 6. Pedestrian Connectivity: a. Sidewalks shall be provided to promote pedestrian connectivity within each project site. b. Sidewalk connection shall be provided from the primary entrances of all buildings to public sidewalk on any front facing adjacent street. 7. Directional and wayfinding signage shall provide assistance for pedestrians and vehicles. C. Screening 1. Loading docks, trash containers, storage areas and ground mounted mechanical equipment shall be screened from public streets and residential uses or zones by evergreen shrubbery, trees, masonry screenwall, or a combination thereof. If screening mechanical equipment, the landscape material must be a minimum of 1 foot taller than the item they are to screen at time of planting and must comply with the planting standards set forth. 2. Storage areas, trucks based on the premises, trash containers, and maintenance facilities, shall either be housed in closed buildings or otherwise screened from view from public access ways, public areas, and adjacent residential properties. Service, loading, and storage areas shall be screened from view by walls, berms or a combination thereof, constructed a minimum 1 foot above all service equipment. Trash and recycling containers shall be screened from public view on three sides with a solid fence or wall to a minimum 1 foot above container (minimum 7’). Walls to be faced with brick, stone, or burnished CMU. Gates to be constructed of metal frame and metal facia to match the building material. 702 Rayzor Ranch Architectural Standards South Mixed-Use Page 2 3. Trash collection and compaction may not occur within 100’ of a single-family detached residence located outside of Rayzor Ranch. 4. Mechanical equipment – ground mounted – may not be placed at an area or wall that faces single family residential that is located within 100’ of a single-family detached residence located outside of Rayzor Ranch. Ground-mounted equipment shall not be located between the front building wall and the street. 5. All roof mounted mechanical equipment shall be fully screened from public view on the site or public pedestrian spaces, at a minimum height equal to the height of the roof mounted equipment. Acceptable methods for screening roof mounted equipment shall include parapet elements, louvers, or ridges of sloped roof forms. The color and finish of the screening shall comply with the color palette used for the building, and be complimentary to the building architecture. D. Building Design and Materials 1. Buildings are to have architectural theming, including common design elements and materials within each development. 2. Window glass may not be flush with exterior walls or, if flush, shall have a surround of wood/metal frame or wall trim material. 3. Buildings shall be designed to enhance the community character and have features that provide visual interest. Large, blank facades and wall surfaces shall not be permitted. Windows and/or storefronts should be included in wall planes wherever feasible. The building facades should be broken up and softened when feasible through overhangs and colonnades, trellis, architectural detailing or landscaping. 4a. Building walls greater than 100’ in length shall have vertical and horizontal façade articulation or other distinctive changes in the building façade, such as material changes, color or textural changes, projections or recesses greater than 16”, canopies, porticos, and sunshades at intervals of 100’ maximum. 4b. All buildings shall have some portion of parapet level changes or sculptural roof form through sloped roofs, mansards, etc. 5. All sides of buildings visible from the streets, or internal customer parking areas of the site, shall be constructed of masonry, including brick and native stone veneers, decorative block, Architectural finish concrete, stucco (EIFS), or other high quality material customarily used for this building style. Windows, doors and related trim are not included in this requirement. 5a. For all facades that face a public street, a minimum of 60% of the total net exterior wall area of each building elevation, excluding gables, windows, doors and related trim, shall be clay fired brick or native/natural stone. 5b. For all other facades that do not face a public street, a minimum of 40% of total net exterior wall area of each building elevation, excluding gables, windows, doors and related trim, shall be clay fired brick or native/natural stone. 5c. Acceptable materials include: a. Native Texas quarried natural stone or limestone of varying colors, sizes and textures. b. Masonry, including burnished and architectural finish face CMU and brick. c. Concrete – Architectural finish. Texture coated or textured and colored. d. Porcelain Tile. 703 Rayzor Ranch Architectural Standards South Mixed-Use Page 3 e. Glass. f. Galvanized metal panels or prefinished architectural metal panels of gray tone, neutral or earthtone color (maximum 20%). g. Architectural cementitious panels in a warm, neutral/earthtone or gray tone color and “wood look” panels (maximum 40%). h. EIFS or stucco in a warm, neutral/earthtone or gray tone color. i. Natural metals such as, but not limited to, zinc and copper. j. Natural wood, stained or painted (maximum 15%). k. Roofing tile, metal roofing shingles and panels, slate, and minimum “40 year dimensional shadow type” composite shingles. l. Accent colors should be used in a limited manner to contrast the more subtle “natural” palette. 6. Glass and Storefronts. Glass may be used to allow visual access into interior spaces, or for display purposes. Buildings may not incorporate glass for more than 70% of the wall plane. 7. Stone. Native stone and stone veneers shall be incorporated where practical as the common and unifying architectural material. 8. Metal Roofs. Metal roofs are permitted provided that they are pre-finished standing metal seam, batten seam or metal shingles, in natural earth-tone colors. E. Outdoor Display and Pick-up 1. Exterior sidewalk displays and cart storage. Areas for customer loading or merchandise display and cart storage is allowed, but such areas shall be clearly delineated and shall not be located in front of any customer entrances, exit door(s), or within 15’ on either side of the door(s). 2. Pickup and Delivery. Pickup, delivery, loading and unloading of merchandise, equipment or other items may not occur within 100’ of single-family detached residential property located outside of Rayzor Ranch. Loading areas must be located to the side or rear of the building unless the loading area is completely screened from the street by landscaping or walls that are architecturally compatible with the building. Pavement may be located within 100’ of residential property. F. Accessory Use 1. All accessory uses shall be architecturally compatible with the main structure by sharing color, materials, architectural design, roof pitch elements or some other architectural feature. G. Drive-Through Requirements 1. Drive-through uses shall provide sufficient stacking area to ensure that public rights-of-way are not obstructed. Fast food restaurants with drive-through facilities shall provide a minimum stacking distance of 160’ unless the building owner or tenant can substantiate that a lesser requirement is appropriate based on a national standard or case studies of other facilities operated by that owner or tenant. Other drive-through facilities shall provide a minimum stacking distance of 100’. 2. Drive-through canopies must be built as an integral architectural element of the structure. The supporting structure shall include at least 1 of the following architectural features: a. Native Texas stone, limestone, or brick on the supporting structure columns or building facade. b. A sloped metal roof. 704 Rayzor Ranch Architectural Standards South Mixed-Use Page 4 3. The materials are to be the same as those used in the primary structure. Drive-through structures and facilities physically separated from the primary structure must be architecturally compatible with the primary structure. 4. Drive-through uses must be located to the rear or side of the structure, and buffered on the rear and side lot lines as required in the 2002 Denton Development Code Section 35.13.10. A portion of the buffer between sites can be provided on adjacent lots. H. Light and Glare Performance Requirements 1. A comprehensive lighting plan shall be utilized for public safety in parking areas, illumination of building areas and pedestrian scale lighting along walkways and foot paths, intersections, and gathering places. All lighting within the Development shall meet the following standards which replace the standards set forth in Section 35.13.12 of the 2002 Denton Development Code. a. Areas designated for parking use shall provide a minimum average of one foot candle of illumination. b. Areas designated for pedestrian use shall provide a minimum average of one-half foot candle of illumination. c. Light may not measure more than 1/4 foot-candle of illumination at property lines external to Rayzor Ranch or at internal property lines where adjacent to residential. d. Use of ground mounted or pedestrian level accent lighting is encouraged. e. Lights shall be shielded to prevent upward diffusion (full cut off). Up-lighting or sideward diffused lighting to highlight building features is permitted at 2500 lumens or less per fixture on building elevations that 1) are not facing an adjacent property with single family residential use or district OR, 2) are in excess of 100’ from a single family residential use or district outside of Rayzor Ranch. f. Lighting to be LED, 4000 degree Kelvin for parking and roadway lighting, 3000 degree Kelvin for pedestrian level accent lighting – 14’ or lower. 705 November 17, 2020 Page 6 EXHIBIT D-2 RAYZOR RANCH LANDSCAPE STANDARDS SOUTH MIXED-USE A. Landscaping 1. Street Trees shall be provided along all public and private streets consistent with the requirements in Subchapter 35.13.7.C of the 2002 Denton Development Code. 2. All parking lots and areas for vehicle maneuvering or loading must be screened from view from public and private streets by a 10-foot landscape screening buffer. The 10-foot buffer is the area located between the right-of-way and the parking lot. Utility easements are allowed to count towards part of the 10-foot wide right-of-way landscape screening buffer subject to required separation from utilities. The landscape screening buffer shall contain the following items. a. One large tree for every 40 feet or three small accent trees for every 30 feet. If small trees are used, they shall be clustered as appropriate. b. Landscape plantings containing at least one of the following: 1) Xeriscaping landscaping may be planted within the landscape area and shall require water irrigation for a period of 3 years for landscaping to be established. After 3 years, no irrigation is required. 2) A minimum 3 foot high, when mature, continuous row of evergreen shrubs. The shrubs may be grouped and not planted in a continuous row provided that the shrubs overlap to form a continuous buffer. 3) A minimum 3 foot high continuous wall made of any combination of wrought iron, stone, brick, or masonry. If wrought iron is used, vines shall be grown on the wrought iron to help screen the parking lot. 4) A grass or landscaped berm, 3 feet high above the parking pavement surface. 3. A minimum of 7% of the total parking area shall be landscaped. 4. A minimum of 15% of the total parking area shall be covered by tree canopy at maturity. 5. Landscape islands shall be evenly distributed throughout the parking areas at a maximum average spacing of 12 spaces. All landscape islands and endcaps shall be landscaped with sod or groundcover and include one large tree. A linear landscape island between two head-in rows will suffice for this requirement provided that trees are planted in that island at average spacing of 12 spaces. 6. A 10 foot landscape buffer is required along the entire property line abutting a single-family use or district. The buffer shall include a combination of 6 evergreen and deciduous trees and 25 shrubs per 100 linear feet. 7. A minimum of 20% tree canopy at maturity is required. 8. See Appendix A for Plant List. 706 November 17, 2020 Page 7 Exhibit E-2 RAYZOR RANCH SOUTH MIXED-USE SIGN DISTRICT A. Signage 1. Each property shall be allowed one monument sign with a maximum height of 8 feet and maximum effective area of 65 square feet at each entry into the Individual lot. For sites with frontage greater than 250’ on any street, with one entry, two signs may be placed along that frontage. Related architectural features (such as clock towers, obelisks, etc.) may be taller than 8 feet provided the signage mounted to such features is at a maximum height of 8 feet. 2. Building sites which front other perimeter public streets and have no access to that public street may install one additional monument sign facing that perimeter street with a maximum height of 8 feet and maximum effective area of 70 square feet. 3. Signs may be either Single Tenant, Double Tenant, or Multi-Tenant as shown on the attached Appendix. 4. Monument signs are required to be setback a minimum of 10 feet from any public street and 10 feet from any rear or side property lines. 5. Directional/address signage is permitted and shall be limited to an effective sign area of 25 square feet and shall not exceed 5 feet in height. 6. Flashing or moving character signs may not be installed. Illuminated signs shall not be permitted to face an adjoining lot that is for residential use outside of Rayzor Ranch and is within 100’ of the sign. 7. Each building elevation shall be allowed one wall sign limited to a maximum effective area no greater than 5% of the wall area to which the sign is attached. If signs are illuminated, it shall be internally illuminated, or from gooseneck or similar wall mounted lighting. 8. Site perimeter sign walls below 6 feet tall are allowed in lieu of monument sign, or at street corner. Graphic murals shall be counted as art, not signage. See Appendix 1, Project Identity Sign. 9. Building mounted blade signage is allowed. The materials and scale of the sign must be appropriate to the building it is mounted to, but shall not exceed 10 square feet and a 5 foot projection from the building wall. The bottom of blade mounted signs must be no lower than 9 feet above grade and the top shall not extend above the eave line of sloped roofs or the parapet height on flat roofs. 10. See attached Appendix 1 – 6 for Signage. 707 Page 1 Appendix A Approved Plan List Canopy Trees Mature Canopy 314-1256 sq. ft. - Site Design Criteria Manual Common Name Scientific Name Soapberry Sapindus drummandii Bald Cypress Taxodium distichum Black Locust Robina pseudoacacia Eastern Red Cedar Juniperus virginiana Cedar Elm Ulmus crassifolia Texas Mesquite Prosopis glandulosa Chinquanpin Oak Quercus muhlenbergii Post Oak Quercus stellata Live Oak Quercus virginiana "Highrise" Shummard Red Oak Quercus shumardii Texas Red Oak Quercus texana Chinese Pistache Pistacia chinensis Ginko Ginko bilboa Green Ash Fraxinus pennsylvanica Texas Ash Fraxinus texensis Bur Oak Quercus macrocarpa Bigtooth Maple Acer grandidentatum Foster Holly Ilex x attenuata "Fosteri" Caddo Maple Acer saccharum "Caddo" Pecan Carya illinoinensis Southern Magnolia Magnolia grandiflora River Birch Betula nigra Ornamental Trees Mature Canopy 79-314 sq. ft. - Site Criteria Manual Common Name Scientific Name American Smoketree Conius obovalus Crape Myrtle Lagerstromia indica Desert Willow Chilopsis linearis "Warren Jones" Downy Hawthorne Crataegus mollis Hawthorn Crataegus spp. Mesquite Tree Prosopis glandulosa Mexican Plum Prunus mexicana Mexican Redbud Cercis canadensis var mexicana Possumhaw Holly Llex decidua Prairie Flameleaf Sumac Rhus lanceoiata Red Bud Cercis canadensis Reverchon Hawthorn Crataegus reverchronis Rusty Blackhaw Viburnum rufidulum Texas Persimmon Diospryros texana Texas Sophora Sophora affinis Vitex Vitex agnus-castus - "LeCompte" Wax Myrtle Myrica cerifera Yaupon Holly Ilex vomitoria 708 Page 2 Shrubs Common Name Scientific Name Agarita Mahonia (Berberis) trifolita Buttonbush Cephalanthus occidentilis Sesert Spoon Dasyliron spp. Dwarf Buford Holly Ilex cornuta "Dwarf Buford" Dwarf Wax Myrtle Myrica pusilia Dwarf Yaupon Holly Ilex vomitona "Nana" Ebbing's Silverberry Eleagnus ebbengei False Indigo Amorpha fruticosa Foster Holly Ilex x attenuaa Fragrant Sumac Rhus aromactica Glossy Abelia Abelia x grandoflora Hardy Plumbago Ceratostimgma plumbaginoides Indian Hawthorn Rhaphiolepios indica Knockout Rose Roa "Knockout" Purple Smoke Tree Cotinus coggygria ‘Royal Purple’ Red Yucca Hesperaloe parviflora Rosemary Rosmarius officinalis Sacahuista Nolina texana St. John's Wort Hypecum perforatum St. John's Wort Hypericum beanii Texas Sage Leucophyllum frutescens Turk's Cap Malvaviscus arboreus var. drummondoni Waxleaf Ligustrum Ligustrum japonica "Texana" Western White Honeysuckle Lonicera albiflora Yucca Yucca app. Grasses / Ground Cover / Vines Common Name Scientific Name Asian Jasmine Trachelosperum asiaticum Aster Aster spp. Bermuda Grass Cynodon dactylon Blackfoot Daisy Melampodium leucanthium Bracken Fern Pteridum aquilnum Buffalo Grass Bucchloe dactyiodes Bushy Bluestem Andropgon Glomeratus Butterfly Weed Asclepias tuberosa Cactus Opuntia spp. Coconut Thyme Thymus pulegioides coccineus Coneflower Rudbeckia fulgida Cross Vine Bignonia capreoiata Daylilly Hermerocallis "Hyperion" Desert Sage Salvia gregii Dwarf Fountain Grass Pennisetum alopecuroldes ‘Hamln’ Englemann Daisy Englemannia pinnatifida Evening Primrose Oenothera speciosa Giant Liriope Lirope gigantea Gray Rush Juncus effusus Hameln Grass Pennisetum alopecuroides "Hemeln" 709 Page 3 Inland Sea Oats Chasmanithuim latifolium Kentucky Wisteria Wisteria macrostachya Lady Banks Rose Rosa banksiae Lindheimer’s Muly Muhlenbergia lindheimeri Little Bluestem Grass Schizachyrium latifolium Little Bunny Fountain Grass Pennistemum alopecuroides "Little Bunny" Lirope Lirope muscari Maiden Grass Miscanthus sinensis "Gracillimus" Mexican Feather Grass Nasella(Stipa) tenuissima Muhly Grass Muhienbergia spp. Orange Wedelia Wedelia hispida Prairie Zinnia Zinnia grandiflora Purple Cornflower Echinacea pupurea Purple Wintercreeper Euonymous fortunei Russian Sage Perovskia atriplicfloia Sideoats Grama Bouteova curtipendula Splitbeard Grass Andropogon tenarius Switchgrass Panicum virgatum Texas Green Eyes Berlandiera texana Texas Sage Leucophyllum frutescens Trumpet Honeysuckle Vine Lonicera sempervirens Trumpet Vine Camsis radicans Turfallo grass Bouteloua dactyloides Virginia Creeper Parthenocissus quinquefolia White Sagebrush Artemesia ludoviciana Yellow Elder Tacoma stans 710 Page 4 Diagram 1 – Parking Lot Landscape Islands Single Island 90º Parking Example 711 712 713 Page 6 714 Page 7 APPENDIX 2 Blade and Project Banner Sign Examples All signage examples attached are for illustrative purposes only and to further define size calculations required for various sign types. Examples are not indicative of the final graphics for the Rayzor Ranch Sign District. 715 Page 8 APPENDIX 3 Project Announcement Sign Example 716 Page 9 APPENDIX 4 Effective Area Example 717 ORDINANCE NO. ______________ AN ORDINANCE OF THE CITY OF DENTON, TEXAS, REGARDING AN AMENDMENT TO THE RAYZOR RANCH OVERLAY DISTRICT TO AMEND THE CONCEPT AND ZONING MAP EXHIBITS AND AMEND DEVELOPMENT STANDARDS AND DESIGN CRITERIA FOR DEVELOPMENT WITHIN THE EASTERN PORTION OF THE RAYZOR RANCH SOUTH CAMPUS - SOUTH MIXED USE DISTRICT, BEING APPROXIMATELY 90.54 ACRES GENERALLY LOCATED ON THE SOUTH SIDE OF WEST UNIVERSITY DRIVE/US 380, EAST OF HERITAGE TRAIL, AND WEST OF BONNIE BRAE STREET IN THE CITY OF DENTON, DENTON COUNTY, TEXAS; ADOPTING AN AMENDMENT TO THE CITY’S OFFICIAL ZONING MAP; PROVIDING FOR A PENALTY IN THE MAXIMUM AMOUNT OF $2,000.00 FOR VIOLATIONS THEREOF; PROVIDING A SEVERABILITY CLAUSE AND AN EFFECTIVE DATE. (Z20-0012c) WHEREAS, the owner(s) of approximately 90.54 acres of property within the South Campus of the Rayzor Ranch Overlay District, which is more particularly described and depicted in Exhibit “A”, attached hereto and incorporated by reference as if set forth at length herein (the “Property”), have applied for an amendment of the Rayzor Ranch Overlay District to amend the concept and zoning map exhibits and to amend and adopt development and design standards for the Property; and WHEREAS, the Denton Development Code authorizes the City Council to approve overlay districts to protect and enhance certain specific lands and structures which, by virtue of their type or location, have characteristics which are distinct from lands and structures outside such special districts and contain such reasonable and necessary requirements to insure the protection and enhancement of said land and structures; and WHEREAS, the Denton Development Code authorizes the City Council to approve overlay districts to establish specific design standards and development regulations to effectuate the purpose of the district, and may require or address any of the following, in addition to or in lieu of other regulations affecting the property within the overlay district: (1) protection of features designated as being of special concern within the district; (2) mixtures or limitations or permitted uses; (3) special performance standards and development regulations; and (4) other matters as appropriate to promote the special public interests of the district; and WHEREAS, on June 15, 2010 the City Council held a public hearing as required by law and approved the modified Rayzor Ranch Overlay District under Ordinance No. 2010-158, which incorporated additional regulations under Ordinance 2008-018; and WHEREAS, on January 26, 2016 the City Council held a public hearing as required by law and approved the modified Rayzor Ranch Overlay District under Ordinance No. 2016-017, which amended regulations under Ordinance 2010-158; and WHEREAS, on January 6, 2021, the Planning and Zoning Commission, in compliance with the laws of the State of Texas, after having given the requisite notices by publication and 718 Page 2 of 3 otherwise, held a public hearing and afforded full and fair hearing to all property owners interested in this regard, and have recommended approval (7-0) of the changes in this ordinance; and WHEREAS, on April 6, 2021, the City Council likewise conducted a public hearing as required by law, and finds that the request meets and complies with all substantive and procedural standards set forth in Section 2.7.2 of the Denton Development Code, and is consistent with the Denton Plan 2030 and the Denton Code of Ordinances, as amended; and WHEREAS, the City Council finds that the modified Rayzor Ranch Overlay District serves a public purpose by permitting the development of a regional shopping center and complementary peripheral development to create a unique, walkable, mixed-use style of development that will set it apart from other shopping centers in the area; and WHEREAS, the Planning and Zoning Commission and the City Council of the City of Denton, in considering the overlay changes in this ordinance, have determined that the changes are in the best interests of the health, safety, morals, and general welfare of the City of Denton, are consistent with Denton Plan 2030, will protect and enhance the Property, and accordingly, the City Council of the City of Denton is of the opinion and finds that the said overlay changes should be granted as set forth herein; 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 and found to be true. SECTION 2. Ordinance Nos. 2016-017, 2010-158 and 2008-018 are only amended to the extent that they are inconsistent with the changes as established herein. Any provisions not addressed by this ordinance shall continue with full force and effect and any official actions taken as a result of the original ordinances prior to the effective date of this ordinance are hereby ratified, affirmed, and adopted. Nothing herein shall repeal or modify any permit approvals for property within the Rayzor Ranch Overlay District approved prior to the effective date of this ordinance, including, but not limited to, approved site plans, plats, and building permits and/or any rights that may be associated with those permits. SECTION 3. The City Council hereby adopts these amendments to the Rayzor Ranch Overlay District: the amendments to Section 35.7.15 of the Rayzor Ranch Overlay District as provided in Exhibit “B”, the amendments to Rayzor Ranch Overlay District Exhibits B-1 and B- 4 as provided in Exhibits “C” and “D”, respectively, and the addition of Exhibits C-2, D-2, and E- 2 to the Rayzor Ranch Overlay District as provided in Exhibit “E” of this ordinance. 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. SECTION 5. Any person, firm, partnership or corporation violating any provision of this ordinance shall, upon conviction, be deemed guilty of a misdemeanor and shall be punished by 719 Page 3 of 3 fine in a sum not exceeding $2,000.00 for each offense. Each day that a provision of this ordinance is violated shall constitute a separate and distinct offense. SECTION 6. In compliance with Section 2.09(c) of the Denton Charter, this ordinance shall become effective fourteen (14) days from the date of its passage, and the City Secretary is hereby directed to cause the caption of this ordinance to be published twice in the Denton Record- Chronicle, a daily newspaper published in the City of Denton, Texas, within ten (10) days of the date of its passage. The motion to approve this ordinance was made by __________________________ and seconded by _________________________________, the ordinance was passed and approved by the following vote [___ - ___]: Aye Nay Abstain Absent 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: _________________________________ Digitally signed by Mack Reinwand Date: 2021.03.11 01:23:24 -06'00' 720 ZzKZZE,^d  Exhibit A Lot 1, Block A, Lots 1 and 2 Block B, Lot 1 Block C, Lots 1 and 2 Block D, Lots 1 and 2, Block E, and Lots 1 and 2, Block F, Rayzor Ranch East, an addition to the City of Denton according to the plat thereof recorded in Document Number 2019-105, Plat Records of Denton County, Texas; being also lots 2R and 3R, Block C, Rayzor Ranch East, an addition to the City of Denton according to the plat thereof recorded in Document Number 2019-297, Plat Records of Denton County, Texas; being also lots 4R-6R Block A, an addition to the City of Denton according to the plat thereof recorded in Document Number 2020-138, Plat Records of Denton County, Texas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xhibit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²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²7KH 5D\]RU 5DQFK0DUNHWSODFH 55 $UHDGHSLFWHG DV55RQ ([KLELW %LV LQWHQGHGDVDUHWDLODUHDZLWKXVHVDOORZHGLQWKH5&&']RQLQJGLVWULFWFODVVLILFDWLRQDQG XVHGHVLJQDWLRQDVIXUWKHUPRGLILHGE\WKLVRYHUOD\]RQLQJGLVWULFWDQGGHVLJQHGWRSURPRWH WKHRYHUDOOFKDUDFWHUDQGSXUSRVHRIWKLVRYHUOD\GLVWULFW7KH55VHFWLRQRIWKH5D\]RU 5DQFK0DUNHWSODFH 55 LVUHIHUUHGWRDVWKH55$UHDLQWKH$UFKLWHFWXUDO6WDQGDUGV /DQGVFDSH6WDQGDUGVDQG6LJQDJH6WDQGDUGVLQ([KLELWV%&'DQG(DQGYLFHYHUVD 55²7KH 5D\]RU 5DQFK0DUNHWSODFH 55 $UHDGHSLFWHG DV55RQ ([KLELW %LV LQWHQGHGWRDVDUHWDLODUHDZLWKXVHVDOORZHGLQWKH5&&']RQLQJGLVWULFWFODVVLILFDWLRQDQG XVHGHVLJQDWLRQDVIXUWKHUPRGLILHGE\WKLVRYHUOD\]RQLQJGLVWULFWDQGGHVLJQHGWRSURPRWH WKHRYHUDOOFKDUDFWHUDQGSXUSRVHRIWKLVRYHUOD\GLVWULFW7KH55VHFWLRQRIWKH5D\]RU 5DQFK 0DUNHWSODFH LV UHIHUUHG WR DV WKH 55 $UHD LQ WKH $UFKLWHFWXUDO 6WDQGDUGV /DQGVFDSH6WDQGDUGVDQG6LJQDJH6WDQGDUGVLQ([KLELWV%&'DQG(DQGYLFHYHUVD 5HVLGHQWLDO 1508  15 ²7KH 5D\]RU 5DQFK 0DUNHWSODFH 5HVLGHQWLDO $UHD GHSLFWHG DV 1508 DQG 15 RQ ([KLELW % LV LQWHQGHG IRU UHVLGHQWLDO GHYHORSPHQW 'HYHORSPHQWVWDQGDUGVIRUWKLVDUHDDUHSURYLGHGLQ([KLELW& %7KH 5D\]RU 5DQFK 6RXWK &DPSXV VKDOO EH GLYLGHG LQWR WKH IROORZLQJ ILYH   VXEDUHDV DV GHSLFWHGLQ([KLELW% 7RZQ &HQWHU 55 ²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²7KH6RXWK55'LVWULFWLVLQWHQGHGWRGHILQHFHUWDLQVSHFLILHGXVHV FXUUHQWO\DOORZHGZLWKLQWKH5&&']RQLQJGLVWULFWFODVVLILFDWLRQDQGXVHGHVLJQDWLRQDV IXUWKHUPRGLILHGE\WKLVRYHUOD\]RQLQJGLVWULFW7KH6RXWK55'LVWULFWLVDOVRUHIHUUHGWRDV WKH6RXWK55$UHDLQWKH$UFKLWHFWXUDO6WDQGDUGV/DQGVFDSH6WDQGDUGVDQG 6LJQDJH 'LVWULFWLQ([KLELWV&'DQG( 6RXWK0L[HG8VH'LVWULFW²7KH6RXWK0L[HG8VH'LVWULFWLVLQWHQGHGWRDFFRPPRGDWH FHUWDLQVSHFLILHGQRQUHVLGHQWLDOVLQJOHIDPLO\DQGPXOWLIDPLO\UHVLGHQWLDOXVHVDVIXUWKHU PRGLILHGE\WKHVHRYHUOD\UHTXLUHPHQWV7KH6RXWK0L[HG8VH'LVWULFWZLOODOVREHUHIHUUHG WRDVWKH 55%+0)2&& 3 +RWHODQG 6) $UHDVLQWKH $UFKLWHFWXUDO 6WDQGDUGV /DQGVFDSH6WDQGDUGVDQG6LJQDJH6WDQGDUGVLQ([KLELWVWREHLQFRUSRUDWHGLQ([KLELWV& &$&%&'DQG( '0(6XEVWDWLRQ²7KH'0(6XEVWDWLRQSURSHUW\LVLQWHQGHGWRDFFRPPRGDWHDXWLOLW\ VXEVWDWLRQDQGLVJRYHUQHGE\WKHUHJXODWLRQVHVWDEOLVKHGLQ2UGLQDQFHVDQG  &RRN&KLOGUHQ V+RVSLWDO²7KH&RRN&KLOGUHQ VSURSHUW\LVLQWHQGHGWRDFFRPPRGDWHD KRVSLWDODQGLVJRYHUQHGE\WKHUHJXODWLRQVHVWDEOLVKHGLQ2UGLQDQFHVDQG  'ULOO3DG²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²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²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²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²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²6RXWK55'LVWULFW 7KH6RXWK55'LVWULFWSURSHUW\LVORFDWHGZLWKLQDQ5&&'EDVH]RQLQJGLVWULFW3HUPLWWHG XVHVDUHOLPLWHGWRWKHVSHFLILFODQGXVHFDWHJRULHVVHWIRUWKEHORZDVGHILQHGOLPLWHGDQG SHUPLWWHGE\WKH'HQWRQ'HYHORSPHQW&RGHIRUWKH5&&']RQLQJGLVWULFWFODVVLILFDWLRQDQG XVHGHVLJQDWLRQRUDVIXUWKHUUHVWULFWHGRUH[FHSWHGLQWKLVRYHUOD\ D3HUPLWWHG8VHV L+RWHO LL5HWDLO6DOHVDQG6HUYLFHV LLL0RYLH7KHDWHUV LY5HVWDXUDQWV Y'ULYHWKURXJK)DFLOLWLHV YL3URIHVVLRQDO6HUYLFHVDQG2IILFHV YLL4XLFN9HKLFOH6HUYLFLQJ YLLL 2XWGRRU5HFUHDWLRQ L[,QGRRU5HFUHDWLRQ [3DUNV [L2SHQ6SDFH [LL+RVSLWDO [LLL0HGLFDO&HQWHUV [LY&RQYHQWLRQ&HQWHUV [Y6WRUP:DWHU&RQWURODQGRU'HWHQWLRQ [YL6WRUP:DWHU4XDOLW\$UHDV 730 8SGDWHG 3DJH   E$OORZDEOHZLWK/LPLWDWLRQV L&RPPXQLW\ 6HUYLFH²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³D´WKURXJK³G´EHORZDUHJHQHUDOO\DSSOLFDEOH LQWKLVGLVWULFWDQGDUHIXUWKHUGHILQHGIRUHDFK6XEDUHDGHVLJQDWLRQVKRZQRQ([KLELW%LQ 6XEVHFWLRQ³H´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‡7KHXVHVOLVWHGDERYHDUHSHUPLWWHGZLWKLQWKHDUHDGHVLJQDWHGDV%+0)26)LQ ([KLELW%H[FHSWIRU+RWHOV5HWDLO6DOHVDQG6HUYLFHV0RYLH7KHDWHUV 5HVWDXUDQWV'ULYH7KURXJK)DFLOLWLHV4XLFN9HKLFOH6HUYLFLQJ,QGRRU5HFUHDWLRQ DQG&RQYHQWLRQ&HQWHUDUHQRWSHUPLWWHG ‡7KHRQO\XVHVSHUPLWWHGZLWKLQWKHDUHDGHVLJQDWHGDV6)LQ([KLELW%DUH6LQJOH )DPLO\'ZHOOLQJV$WWDFKHG6LQJOH)DPLO\'ZHOOLQJV&RPPXQLW\+RPHVIRUWKH 'LVDEOHG3DUNVDQG2SHQ6SDFH ‡7KHRQO\SHUPLWWHGXVHVLQ26)DUH6LQJOH)DPLO\'ZHOOLQJV$WWDFKHG6LQJOH )DPLO\'ZHOOLQJV&RPPXQLW\+RPHVIRUWKH'LVDEOHG3DUNV2SHQ6SDFHDQG 3URIHVVLRQDO6HUYLFHVDQG2IILFHV ‡7KHRQO\SHUPLWWHGXVHVLQ3LQ([KLELW%DUH3DUNVDQG2SHQ6SDFH ‡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´³&³&$´³&%´³& ´³&´RU³&´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²2UGLQDQFH1RDGRSWHG-DQXDU\KDVDGRSWHGE\UHIHUHQFH ([KLELWV$²+&RSLHVFDQEHIRXQGLQWKH3ODQQLQJ'HSDUWPHQW  2UG1R  2UG1R  2UG1R  2UG1R  2UG1R  2UG1R  2UG1R  2UG1R† H[K$†   2UG1R  2UG1R†  2UG1R†    2UG1R  2UG  2UG1R  2UG1R†  2UG1R†  2UG1R†  2UG1R†  2UG1R†  2UG1R†  2UG1R†  2UG1R†  2UG1R=E† ([K&   738 8SGDWHG 3DJH   >ŝƐƚŽĨdžŚŝďŝƚƐ   džŚŝďŝƚ Ͳϭ DĞƚĞƐĂŶĚŽƵŶĚƐĞƐĐƌŝƉƚŝŽŶŽĨƚŚĞZĂLJnjŽƌZĂŶĐŚKǀĞƌůĂLJŝƐƚƌŝĐƚEŽƌƚŚ ͲϮ DĞƚĞƐĂŶĚŽƵŶĚƐĞƐĐƌŝƉƚŝŽŶŽĨƚŚĞZĂLJnjŽƌZĂŶĐŚKǀĞƌůĂLJŝƐƚƌŝĐƚ^ŽƵƚŚ  džŚŝďŝƚʹŽŶĐĞƉƚWůĂŶ ͲϭŽŶĐĞƉƚͬ^ĐŚĞŵĂƚŝĐWůĂŶ ͲϮZW>KZ/EEϮϬϭϲͲϬϭϳ ͲϯĞŶƐŝƚLJŽŶĞWůĂŶ Ͳϰ ŽŶŝŶŐDĂƉ Ͳϱ ^ŝƚĞWůĂŶ͗DĂƌŬĞƚƉůĂĐĞͬDͬŽŽŬŚŝůĚƌĞŶƐ  džŚŝďŝƚʹƌĐŚŝƚĞĐƚƵƌĂů^ƚĂŶĚĂƌĚƐ DĂƌŬĞƚƉůĂĐĞƌĐŚŝƚĞĐƚƵƌĂů^ƚĂŶĚĂƌĚƐ Ͳϭ^ŽƵƚŚZZͲϮĂŶĚdŽǁŶĞŶƚĞƌ;ZZͲϭͿƌĐŚŝƚĞĐƚƵƌĂů^ƚĂŶĚĂƌĚƐ ͲϮ^ŽƵƚŚDŝdžĞĚͲhƐĞƌĐŚŝƚĞĐƚƵƌĂů^ƚĂŶĚĂƌĚƐ;W>,K>ZdK/E^Zd>dZͿ ͲϮ ^ŽƵƚŚDŝdžĞĚͲhƐĞ͕DƵůƚŝͲ&ĂŵŝůLJƌĐŚŝƚĞĐƚƵƌĂů^ƚĂŶĚĂƌĚƐ;ĂƐƚŽĨ,ĞƌŝƚĂŐĞdƌĂŝůͿ ͲϮ ^ŽƵƚŚDŝdžĞĚhƐĞ͕^ŝŶŐůĞͲ&ĂŵŝůLJƌĐŚŝƚĞĐƚƵƌĂů^ƚĂŶĚĂƌĚƐ Ͳϯ^ŽƵƚŚDŝdžĞĚhƐĞ͕DƵůƚŝͲ&ĂŵŝůLJĞƐŝŐŶ^ƚĂŶĚĂƌĚƐ;tĞƐƚŽĨ,ĞƌŝƚĂŐĞdƌĂŝůͿ  džŚŝďŝƚʹ>ĂŶĚƐĐĂƉĞ^ƚĂŶĚĂƌĚƐ DĂƌŬĞƚƉůĂĐĞ>ĂŶĚƐĐĂƉĞ^ƚĂŶĚĂƌĚƐ Ͳϭ^ŽƵƚŚZZͲϮĂŶĚdŽǁŶĞŶƚĞƌ;ZZͲϭͿ>ĂŶĚƐĐĂƉĞ^ƚĂŶĚĂƌĚƐ ͲϮ^ŽƵƚŚDŝdžĞĚͲhƐĞ>ĂŶĚƐĐĂƉĞ^ƚĂŶĚĂƌĚƐ;W>,K>ZdK/E^Zd>dZͿ  džŚŝďŝƚ DĂƌŬĞƚƉůĂĐĞ^ŝŐŶ^ƚĂŶĚĂƌĚƐ Ͳϭ^ŽƵƚŚZZͲϮĂŶĚdŽǁŶĞŶƚĞƌ;ZZͲϭͿ^ŝŐŶ^ƚĂŶĚĂƌĚƐ ͲϮ^ŽƵƚŚDŝdžĞĚͲhƐĞ^ŝŐŶ^ƚĂŶĚĂƌĚƐ;W>,K>ZdK/E^Zd>dZͿ  džŚŝďŝƚ&ʹtĂƚĞƌYƵĂůŝƚLJ^ƚĂŶĚĂƌĚƐĨŽƌƚŚĞƉŽƌƚŝŽŶŽĨ^ŽƵƚŚĂŵƉƵƐ͕^ŽƵƚŚZZͲϮŝƐƚƌŝĐƚƚŚĂƚ ĚƌĂŝŶƐƚŽEŽƌƚŚ>ĂŬĞĂŶĚƌĂŝŶĂŐĞDĂƉ  džŚŝďŝƚ'ʹdƌĂĚĞƌĞƐƐƌŝƚĞƌŝĂ džŚŝďŝƚ,ʹ^ƚƌĞĞƚ^ĞĐƚŝŽŶƐ 739 N16° 24 '0 0"W - 34 9 4 . 36 ' S88°56'28"E - 2440.06' SITE LOCATION MAP              RR-3 RR-2 NR-3 OPEN SPACE /STORM WATER CONTROL NRMU-12 RR-3 P BH / MF /O /SF OPEN SPACE /STORM WATERCONTROL / O O(CookChildren'sHospital) OPEN SPACE /STORM WATERCONTROL / O OPENSPACE /STORMWATERCONTROL /BH / MF /SF HOTEL /O/ SF/MF / RR HOTEL O /SF / MF /RR HOTEL/RR /O / MF SOUTHRR-2 SOUTHRR-2 RR-1 SOUTHRR-2 RR-1 HOTEL /RR / O /MF SOUTHRR-2 O / SF BH / MF /O /SF cross accesseasement EMORY STREET Detention Area"D-1"4.10 ac Detention Area"D-2"4.189 ac Detention Area"D-3"4.12 ac HERITAGE TRAIL50' LANDSCAPE BUFFER NOT A PART NOT A PART AUGUSTA DRIVE GREENWAY DRIVETHUNDERBIR D D R I V E CRESTMEADOWR A E S T R E E TSCRIPTURE STREET WEST UNIVERSITY DRIVE / U.S. 380 45' R.O.W. DEDICATIONNOT A PART CRESCENT STREET LINDEN STREET PANHANDLE STREETCOLON I AL DR IVE THUNDERBIRD DRIVE ExistingAlbertson's Existing Retail B O N N I E B R A E S T R E E TGASDRILLSITE DMESubstation2.00 ac NORTH BONNIE BRAE STREETINTERSTATE H IGHWAY 35 INTERSTATE H IGHWAY 35 COOK'S CHILDRENMEDICAL CENTER WEST UNIVERSITY DRIVE / U.S. 380 TRAFFIC SIGNAL existing TRAFFIC SIGNAL Existing WEST UNIVERSITY DRIVE / U.S. 380 TRAFFIC SIGNAL EXISTING EASTPARK BLVDHERITAGE TRAILCRESCENT STREET EMORY STREET HERITAGE TRAILHERITAGE TRAILPANHANDLE S T R E E T EASTPARK BLVDLINDEN STREET PANHANDLE STREET PANHANDLE ST R EET HOTEL /O / SF /MF / RR DRILLPAD SF SOUTHRR-2 SOUTHRR-2 Market Place RR-3 Development Standards Market Place RR-2 Market Place Residential Town Center RR-1Town Center RR-1 (hotel/office) South Campus RR-2 ResidentialSouth Campus RR-2 CommercialSouth Campus Office/HotelSouth Campus Mixed Use Residential South Campus Mixed Use Commercial South Campus Mixed Use Hotel/Office 100' NoneNone 79% 4:1100' NoneNone 79% 4:1 TBD TBD TBD TBD N/A 100' NoneNone 90% 4:1200' none 90% 4:1 65'100'200'65' NoneNone 80% 4:1100' NoneNone 4:1 200' NoneNone 4:1 NoneNone 90% 4:1Town Center RR-2 None NoneNone TBD Nonenone NoneNone None None South Campus Mixed Use NR 90% 4:1NoneNoneNoneMaximum BuildHeightMinimum LotAreaMinimum LotWidth and DepthBuildingSetbacksMaximum LotCoverageMaximum FloorArea RatioOff-Street Parking Standards1. Single-Family 2 spaces per unit2. Multi-Familya. 1 Bedroom or less than 500sf 1 space/unitb. 1 Bedroom greator than 500sf 1.5 spaces/unitc. 2 Bedroom 1.75 spaces/unitd. 3 Bedroom 2 spaces/unite. 4 Bedroom or more 1 space/bedroomf. Retirement Housing 1 space/unit3. Office (general) 1 space/450sf4. Office (medical) 1 space/350sf5. Retail 1 space/300sf6. Restaurants/Bars 1 space/100sf FORT WORTH, TX 76107550 BAILEY AVE. SUITE 400DUNAWAY ASSOCIATES, LP RAYZOR RANCH IRVING, TX 750395221 N. O'CONNOR BOULEVARD, STE 700ALLEGIANCE HILLVIEW, LP DALLAS, TX 7524413642 OMEGAHODGES & ASSOCIATES, P.L.L.C. Adjacent Ownership Information - South Adjacent Ownership Information - North South of 380 237.05 ACRES OF LAND IN THE B.B.B. & C.R.R. SURVEY ABSTRACT NO. A-192 LOCATED IN THE CITY OF DENTON, DENTON COUNTY, TEXAS North of 380 149.58 ACRES OF LAND FRANCIS BATSON SURVEY ABSTRACT NO. A-43 LOCATED IN THE CITY OF DENTON, DENTON COUNTY, TEXAS EXHIBIT B-1 Concept / Schematic Plan Date: 11-12-20 Exhibit C 740 50' LANDSCAPE BUFFER NOT A PART AUGUSTA DRIVE GREENWAY DRIVETHUNDERBIR D D R I V E CRESTMEADOWI E B R A E S T R E E T SCRIPTURE STREET WEST UNIVERSITY DRIVE / U.S. 380 CRESCENT STREET LINDEN STREET PANHANDLE STREETCOLONIAL DR IVE THUNDERBIRD DRIVE B O N N I E B R A E S T R E E TNORTH BONNIE BRAE STREETINTERSTATE H IGHWAY 35 INTERSTATE H IGHWAY 35 TRAFFIC SIGNAL existing TRAFFIC SIGNAL Existing WEST UNIVERSITY DRIVE / U.S. 380 TRAFFIC SIGNAL EXISTING LINDEN STREET PANHANDLE STREET CM-G DC-G RR-3 RR-2 NR-3 OPEN SPACE /STORM WATER CONTROL NRMU-12 RR-3 P BH / MF /O /SF OPEN SPACE /STORM WATERCONTROL / O O(CookChildren'sHospital) OPEN SPACE /STORM WATERCONTROL / O OPENSPACE /STORMWATERCONTROL /BH / MF /SF HOTEL / O/SF/ MF /RR HOTEL O /SF / MF /RR HOTEL/RR /O / MF SOUTHRR-2 SOUTHRR-2 RR-1 DRILLPAD SOUTHRR-2 RR-1 HOTEL /RR / O /MF HOTEL / O /SF / MF /RR NR-3 NRMU-12 NR-2 IC-E NR-3 NR-3 NRMU-12 NR-3 CM-G NRMU RCC-D RCC-D HOTEL /RR / O /MF SF O / SF SOUTHRR-2 SOUTHRR-2 RCC-D NRMU CM-G NRMU-12 DC-G NR-3 NR-2 ZONING LEGEND              EXHIBIT B-4 Zoning Overlay north200'100'0'400' RAYZOR RANCH CONCEPT / SCHEMATIC PLAN 11-12-20 ZONING OVERLAY EXHIBIT B-4 Zoning Overlay Exhibit D 741 November 17, 2020 Page 1 Exhibit C-2 RAYZOR RANCH ARCHITECTURAL STANDARDS SOUTH MIXED-USE DISTRICT A. Architecture and Planning 1. Non-residential buildings (all uses except multifamily and single family) in the South Mixed- Use District shall comply with the following planning and design standards. B. Orientation / Site Design 1. The South Mixed-Use District is intended to incorporate a wide array of commercial and mixed-use options including retail, personal service, restaurants, entertainment, hospitality, assisted living/memory care, office, heathcare, commercial, among other uses. The project should be complimentary to surrounding land-uses. 2. Parking areas must be paved with concrete, concrete pavers or brick pavers and curbed and guttered with concrete. Access drives must be paved, curbed and guttered with concrete in accordance with the development standards promulgated by the City. 3. Parking areas must meet Parking Standards detailed in 35.7.15.10 of this Ordinance to accommodate all parking needs for employees, company vehicles, residents, invitees and visitors. If parking needs increase on any building site, additional parking must be provided by the Owner of such building site. 4. Bicycle racks shall be included in each Development at a rate of 1 rack per 50 parking spaces. 5. Internal parking lot landscape islands are required in accordance with Diagram 1. 6. Pedestrian Connectivity: a. Sidewalks shall be provided to promote pedestrian connectivity within each project site. b. Sidewalk connection shall be provided from the primary entrances of all buildings to public sidewalk on any front facing adjacent street. 7. Directional and wayfinding signage shall provide assistance for pedestrians and vehicles. C. Screening 1. Loading docks, trash containers, storage areas and ground mounted mechanical equipment shall be screened from public streets and residential uses or zones by evergreen shrubbery, trees, masonry screenwall, or a combination thereof. If screening mechanical equipment, the landscape material must be a minimum of 1 foot taller than the item they are to screen at time of planting and must comply with the planting standards set forth. 2. Storage areas, trucks based on the premises, trash containers, and maintenance facilities, shall either be housed in closed buildings or otherwise screened from view from public access ways, public areas, and adjacent residential properties. Service, loading, and storage areas shall be screened from view by walls, berms or a combination thereof, constructed a minimum 1 foot above all service equipment. Trash and recycling containers shall be screened from public view on three sides with a solid fence or wall to a minimum 1 foot above container (minimum 7’). Walls to be faced with brick, stone, or burnished CMU. Gates to be constructed of metal frame and metal facia to match the building material. Exhibit E 742 Rayzor Ranch Architectural Standards South Mixed-Use Page 2 3. Trash collection and compaction may not occur within 100’ of a single-family detached residence located outside of Rayzor Ranch. 4. Mechanical equipment – ground mounted – may not be placed at an area or wall that faces single family residential that is located within 100’ of a single-family detached residence located outside of Rayzor Ranch. Ground-mounted equipment shall not be located between the front building wall and the street. 5. All roof mounted mechanical equipment shall be fully screened from public view on the site or public pedestrian spaces, at a minimum height equal to the height of the roof mounted equipment. Acceptable methods for screening roof mounted equipment shall include parapet elements, louvers, or ridges of sloped roof forms. The color and finish of the screening shall comply with the color palette used for the building, and be complimentary to the building architecture. D. Building Design and Materials 1. Buildings are to have architectural theming, including common design elements and materials within each development. 2. Window glass may not be flush with exterior walls or, if flush, shall have a surround of wood/metal frame or wall trim material. 3. Buildings shall be designed to enhance the community character and have features that provide visual interest. Large, blank facades and wall surfaces shall not be permitted. Windows and/or storefronts should be included in wall planes wherever feasible. The building facades should be broken up and softened when feasible through overhangs and colonnades, trellis, architectural detailing or landscaping. 4a. Building walls greater than 100’ in length shall have vertical and horizontal façade articulation or other distinctive changes in the building façade, such as material changes, color or textural changes, projections or recesses greater than 16”, canopies, porticos, and sunshades at intervals of 100’ maximum. 4b. All buildings shall have some portion of parapet level changes or sculptural roof form through sloped roofs, mansards, etc. 5. All sides of buildings visible from the streets, or internal customer parking areas of the site, shall be constructed of masonry, including brick and native stone veneers, decorative block, Architectural finish concrete, stucco (EIFS), or other high quality material customarily used for this building style. Windows, doors and related trim are not included in this requirement. 5a. For all facades that face a public street, a minimum of 60% of the total net exterior wall area of each building elevation, excluding gables, windows, doors and related trim, shall be clay fired brick or native/natural stone. 5b. For all other facades that do not face a public street, a minimum of 40% of total net exterior wall area of each building elevation, excluding gables, windows, doors and related trim, shall be clay fired brick or native/natural stone. 5c. Acceptable materials include: a. Native Texas quarried natural stone or limestone of varying colors, sizes and textures. b. Masonry, including burnished and architectural finish face CMU and brick. c. Concrete – Architectural finish. Texture coated or textured and colored. d. Porcelain Tile. 743 Rayzor Ranch Architectural Standards South Mixed-Use Page 3 e. Glass. f. Galvanized metal panels or prefinished architectural metal panels of gray tone, neutral or earthtone color (maximum 20%). g. Architectural cementitious panels in a warm, neutral/earthtone or gray tone color and “wood look” panels (maximum 40%). h. EIFS or stucco in a warm, neutral/earthtone or gray tone color. i. Natural metals such as, but not limited to, zinc and copper. j. Natural wood, stained or painted (maximum 15%). k. Roofing tile, metal roofing shingles and panels, slate, and minimum “40 year dimensional shadow type” composite shingles. l. Accent colors should be used in a limited manner to contrast the more subtle “natural” palette. 6. Glass and Storefronts. Glass may be used to allow visual access into interior spaces, or for display purposes. Buildings may not incorporate glass for more than 70% of the wall plane. 7. Stone. Native stone and stone veneers shall be incorporated where practical as the common and unifying architectural material. 8. Metal Roofs. Metal roofs are permitted provided that they are pre-finished standing metal seam, batten seam or metal shingles, in natural earth-tone colors. E. Outdoor Display and Pick-up 1. Exterior sidewalk displays and cart storage. Areas for customer loading or merchandise display and cart storage is allowed, but such areas shall be clearly delineated and shall not be located in front of any customer entrances, exit door(s), or within 15’ on either side of the door(s). 2. Pickup and Delivery. Pickup, delivery, loading and unloading of merchandise, equipment or other items may not occur within 100’ of single-family detached residential property located outside of Rayzor Ranch. Loading areas must be located to the side or rear of the building unless the loading area is completely screened from the street by landscaping or walls that are architecturally compatible with the building. Pavement may be located within 100’ of residential property. F. Accessory Use 1. All accessory uses shall be architecturally compatible with the main structure by sharing color, materials, architectural design, roof pitch elements or some other architectural feature. G. Drive-Through Requirements 1. Drive-through uses shall provide sufficient stacking area to ensure that public rights-of-way are not obstructed. Fast food restaurants with drive-through facilities shall provide a minimum stacking distance of 160’ unless the building owner or tenant can substantiate that a lesser requirement is appropriate based on a national standard or case studies of other facilities operated by that owner or tenant. Other drive-through facilities shall provide a minimum stacking distance of 100’. 2. Drive-through canopies must be built as an integral architectural element of the structure. The supporting structure shall include at least 1 of the following architectural features: a. Native Texas stone, limestone, or brick on the supporting structure columns or building facade. b. A sloped metal roof. 744 Rayzor Ranch Architectural Standards South Mixed-Use Page 4 3. The materials are to be the same as those used in the primary structure. Drive-through structures and facilities physically separated from the primary structure must be architecturally compatible with the primary structure. 4. Drive-through uses must be located to the rear or side of the structure, and buffered on the rear and side lot lines as required in the 2002 Denton Development Code Section 35.13.10. A portion of the buffer between sites can be provided on adjacent lots. H. Light and Glare Performance Requirements 1. A comprehensive lighting plan shall be utilized for public safety in parking areas, illumination of building areas and pedestrian scale lighting along walkways and foot paths, intersections, and gathering places. All lighting within the Development shall meet the following standards which replace the standards set forth in Section 35.13.12 of the 2002 Denton Development Code. a. Areas designated for parking use shall provide a minimum average of one foot candle of illumination. b. Areas designated for pedestrian use shall provide a minimum average of one-half foot candle of illumination. c. Light may not measure more than 1/4 foot-candle of illumination at property lines external to Rayzor Ranch or at internal property lines where adjacent to residential. d. Use of ground mounted or pedestrian level accent lighting is encouraged. e. Lights shall be shielded to prevent upward diffusion (full cut off). Up-lighting or sideward diffused lighting to highlight building features is permitted at 2500 lumens or less per fixture on building elevations that 1) are not facing an adjacent property with single family residential use or district OR, 2) are in excess of 100’ from a single family residential use or district outside of Rayzor Ranch. f. Lighting to be LED, 4000 degree Kelvin for parking and roadway lighting, 3000 degree Kelvin for pedestrian level accent lighting – 14’ or lower. 745 November 17, 2020 Page 6 EXHIBIT D-2 RAYZOR RANCH LANDSCAPE STANDARDS SOUTH MIXED-USE A. Landscaping 1. Street Trees shall be provided along all public and private streets consistent with the requirements in Subchapter 35.13.7.C of the 2002 Denton Development Code. 2. All parking lots and areas for vehicle maneuvering or loading must be screened from view from public and private streets by a 10-foot landscape screening buffer. The 10-foot buffer is the area located between the right-of-way and the parking lot. Utility easements are allowed to count towards part of the 10-foot wide right-of-way landscape screening buffer subject to required separation from utilities. The landscape screening buffer shall contain the following items. a. One large tree for every 40 feet or three small accent trees for every 30 feet. If small trees are used, they shall be clustered as appropriate. b. Landscape plantings containing at least one of the following: 1) Xeriscaping landscaping may be planted within the landscape area and shall require water irrigation for a period of 3 years for landscaping to be established. After 3 years, no irrigation is required. 2) A minimum 3 foot high, when mature, continuous row of evergreen shrubs. The shrubs may be grouped and not planted in a continuous row provided that the shrubs overlap to form a continuous buffer. 3) A minimum 3 foot high continuous wall made of any combination of wrought iron, stone, brick, or masonry. If wrought iron is used, vines shall be grown on the wrought iron to help screen the parking lot. 4) A grass or landscaped berm, 3 feet high above the parking pavement surface. 3. A minimum of 7% of the total parking area shall be landscaped. 4. A minimum of 15% of the total parking area shall be covered by tree canopy at maturity. 5. Landscape islands shall be evenly distributed throughout the parking areas at a maximum average spacing of 12 spaces. All landscape islands and endcaps shall be landscaped with sod or groundcover and include one large tree. A linear landscape island between two head-in rows will suffice for this requirement provided that trees are planted in that island at average spacing of 12 spaces. 6. A 10 foot landscape buffer is required along the entire property line abutting a single-family use or district. The buffer shall include a combination of 6 evergreen and deciduous trees and 25 shrubs per 100 linear feet. 7. A minimum of 20% tree canopy at maturity is required. 8. See Appendix A for Plant List. 746 November 17, 2020 Page 7 Exhibit E-2 RAYZOR RANCH SOUTH MIXED-USE SIGN DISTRICT A. Signage 1. Each property shall be allowed one monument sign with a maximum height of 8 feet and maximum effective area of 65 square feet at each entry into the Individual lot. For sites with frontage greater than 250’ on any street, with one entry, two signs may be placed along that frontage. Related architectural features (such as clock towers, obelisks, etc.) may be taller than 8 feet provided the signage mounted to such features is at a maximum height of 8 feet. 2. Building sites which front other perimeter public streets and have no access to that public street may install one additional monument sign facing that perimeter street with a maximum height of 8 feet and maximum effective area of 70 square feet. 3. Signs may be either Single Tenant, Double Tenant, or Multi-Tenant as shown on the attached Appendix. 4. Monument signs are required to be setback a minimum of 10 feet from any public street and 10 feet from any rear or side property lines. 5. Directional/address signage is permitted and shall be limited to an effective sign area of 25 square feet and shall not exceed 5 feet in height. 6. Flashing or moving character signs may not be installed. Illuminated signs shall not be permitted to face an adjoining lot that is for residential use outside of Rayzor Ranch and is within 100’ of the sign. 7. Each building elevation shall be allowed one wall sign limited to a maximum effective area no greater than 5% of the wall area to which the sign is attached. If signs are illuminated, it shall be internally illuminated, or from gooseneck or similar wall mounted lighting. 8. Site perimeter sign walls below 6 feet tall are allowed in lieu of monument sign, or at street corner. Graphic murals shall be counted as art, not signage. See Appendix 1, Project Identity Sign. 9. Building mounted blade signage is allowed. The materials and scale of the sign must be appropriate to the building it is mounted to, but shall not exceed 10 square feet and a 5 foot projection from the building wall. The bottom of blade mounted signs must be no lower than 9 feet above grade and the top shall not extend above the eave line of sloped roofs or the parapet height on flat roofs. 10. See attached Appendix 1 – 6 for Signage. 747 Page 1 Appendix A Approved Plan List Canopy Trees Mature Canopy 314-1256 sq. ft. - Site Design Criteria Manual Common Name Scientific Name Soapberry Sapindus drummandii Bald Cypress Taxodium distichum Black Locust Robina pseudoacacia Eastern Red Cedar Juniperus virginiana Cedar Elm Ulmus crassifolia Texas Mesquite Prosopis glandulosa Chinquanpin Oak Quercus muhlenbergii Post Oak Quercus stellata Live Oak Quercus virginiana "Highrise" Shummard Red Oak Quercus shumardii Texas Red Oak Quercus texana Chinese Pistache Pistacia chinensis Ginko Ginko bilboa Green Ash Fraxinus pennsylvanica Texas Ash Fraxinus texensis Bur Oak Quercus macrocarpa Bigtooth Maple Acer grandidentatum Foster Holly Ilex x attenuata "Fosteri" Caddo Maple Acer saccharum "Caddo" Pecan Carya illinoinensis Southern Magnolia Magnolia grandiflora River Birch Betula nigra Ornamental Trees Mature Canopy 79-314 sq. ft. - Site Criteria Manual Common Name Scientific Name American Smoketree Conius obovalus Crape Myrtle Lagerstromia indica Desert Willow Chilopsis linearis "Warren Jones" Downy Hawthorne Crataegus mollis Hawthorn Crataegus spp. Mesquite Tree Prosopis glandulosa Mexican Plum Prunus mexicana Mexican Redbud Cercis canadensis var mexicana Possumhaw Holly Llex decidua Prairie Flameleaf Sumac Rhus lanceoiata Red Bud Cercis canadensis Reverchon Hawthorn Crataegus reverchronis Rusty Blackhaw Viburnum rufidulum Texas Persimmon Diospryros texana Texas Sophora Sophora affinis Vitex Vitex agnus-castus - "LeCompte" Wax Myrtle Myrica cerifera Yaupon Holly Ilex vomitoria 748 Page 2 Shrubs Common Name Scientific Name Agarita Mahonia (Berberis) trifolita Buttonbush Cephalanthus occidentilis Sesert Spoon Dasyliron spp. Dwarf Buford Holly Ilex cornuta "Dwarf Buford" Dwarf Wax Myrtle Myrica pusilia Dwarf Yaupon Holly Ilex vomitona "Nana" Ebbing's Silverberry Eleagnus ebbengei False Indigo Amorpha fruticosa Foster Holly Ilex x attenuaa Fragrant Sumac Rhus aromactica Glossy Abelia Abelia x grandoflora Hardy Plumbago Ceratostimgma plumbaginoides Indian Hawthorn Rhaphiolepios indica Knockout Rose Roa "Knockout" Purple Smoke Tree Cotinus coggygria ‘Royal Purple’ Red Yucca Hesperaloe parviflora Rosemary Rosmarius officinalis Sacahuista Nolina texana St. John's Wort Hypecum perforatum St. John's Wort Hypericum beanii Texas Sage Leucophyllum frutescens Turk's Cap Malvaviscus arboreus var. drummondoni Waxleaf Ligustrum Ligustrum japonica "Texana" Western White Honeysuckle Lonicera albiflora Yucca Yucca app. Grasses / Ground Cover / Vines Common Name Scientific Name Asian Jasmine Trachelosperum asiaticum Aster Aster spp. Bermuda Grass Cynodon dactylon Blackfoot Daisy Melampodium leucanthium Bracken Fern Pteridum aquilnum Buffalo Grass Bucchloe dactyiodes Bushy Bluestem Andropgon Glomeratus Butterfly Weed Asclepias tuberosa Cactus Opuntia spp. Coconut Thyme Thymus pulegioides coccineus Coneflower Rudbeckia fulgida Cross Vine Bignonia capreoiata Daylilly Hermerocallis "Hyperion" Desert Sage Salvia gregii Dwarf Fountain Grass Pennisetum alopecuroldes ‘Hamln’ Englemann Daisy Englemannia pinnatifida Evening Primrose Oenothera speciosa Giant Liriope Lirope gigantea Gray Rush Juncus effusus Hameln Grass Pennisetum alopecuroides "Hemeln" 749 Page 3 Inland Sea Oats Chasmanithuim latifolium Kentucky Wisteria Wisteria macrostachya Lady Banks Rose Rosa banksiae Lindheimer’s Muly Muhlenbergia lindheimeri Little Bluestem Grass Schizachyrium latifolium Little Bunny Fountain Grass Pennistemum alopecuroides "Little Bunny" Lirope Lirope muscari Maiden Grass Miscanthus sinensis "Gracillimus" Mexican Feather Grass Nasella(Stipa) tenuissima Muhly Grass Muhienbergia spp. Orange Wedelia Wedelia hispida Prairie Zinnia Zinnia grandiflora Purple Cornflower Echinacea pupurea Purple Wintercreeper Euonymous fortunei Russian Sage Perovskia atriplicfloia Sideoats Grama Bouteova curtipendula Splitbeard Grass Andropogon tenarius Switchgrass Panicum virgatum Texas Green Eyes Berlandiera texana Texas Sage Leucophyllum frutescens Trumpet Honeysuckle Vine Lonicera sempervirens Trumpet Vine Camsis radicans Turfallo grass Bouteloua dactyloides Virginia Creeper Parthenocissus quinquefolia White Sagebrush Artemesia ludoviciana Yellow Elder Tacoma stans 750 Page 4 Diagram 1 – Parking Lot Landscape Islands Single Island 90º Parking Example 751 Appendix 1 752 Appendix 2 753 Page 6 Appendix 3 754 Page 7 APPENDIX 2 Blade and Project Banner Sign Examples All signage examples attached are for illustrative purposes only and to further define size calculations required for various sign types. Examples are not indicative of the final graphics for the Rayzor Ranch Sign District. Appendix 4 755 Page 8 APPENDIX 3 Project Announcement Sign Example Appendix 5 756 Page 9 APPENDIX 4 Effective Area Example Appendix 6 757 MAGNOLIAMIMOSA I -35S E R V IC E R D AVE CWINDSOR NORTHTEX AS I- 3 5 WR a m p CHES TNUT SYCAMORE MAPLE HIGHLAND OAK MALONEGEORGETOWNBONNIE BRAEI 35ECTORHINKLEFULTONW IN D S ORF A R M STOWNCENTERBRADLEYMULBERRY EAGLE UNIVERSITYNORTHWAYCARRIL AL LAGO HICKORYAILEENSCRIPTURESTANLEYEMERYGOBERWESTGATE AVE AAVE BCRESTMEADOWAURORA JIM CHRISTAL THOMASAMARILLOTOWNCENTERPVT3I-35ESERVICERDCARRIAGE FANNINPONDERTHUNDERBIRDFIRESI D E D A NCINGFLAMEA IR P O R T SENA JAGOEI 35WENGLEFIELD AUBURN S A V IL L I-35E S T EPHENPARKSIDEBOWLING GREENBAUER WESTGLEN BRYANAMHERST A U G U STA GREGGHERITAGE WILSHIREAVE GSTELLA MARIETTACORDELL PANHANDLE EGAN FOUTSAVE FBROADWAY CONGRESS WELCHL I NDEN UNION CRESCENT FRYPRI VATEMARGIE PEAKMESAAVE DGRACETEMPLE TULANE CENTRALNI-35ERamp WESTWAY BEATTYLOSCOLINAS HAGGARD PRAIRIE LOUISE INNERCAMPUSHILLCRESTGAYLARIATEASTPARKCERROS RINEYFORDHAMWESTVIEWBRYNMAWRMARSHALLB ELLEMEADLOOKOUTJOHN SOUTHWAYOVERLOOKNORMALNORTH LAKECOFFEY WORTHINGTONGREENBRIAR WESTCHESTER ALLEN SAXEI-3 5 R a mp HOUSTON WESTERNTOWNCENTERPVT1 PRECISIONZ20-0012Notification Map 0 1,000 2,000500Feet The City of Denton has prepared maps for departmental use. These are not official maps of the City of Denton and should not be used for legal, engineering or surveying purposes but rather for reference purposes. These maps are the property ofthe City of Denton and have been made available to the public based on the Public Information Act. The City of Denton makes every effort to produce and publish the most current and accurate information possible. No warranties, expressed orimplied, are provided for the data herein, its use, or its interpretation. Utilization of this map indicates understanding and acceptance of this statement. 200ft Buffer 500ft Buffer SITE Parcels Roads µ Date: 10/29/2020 In 200ft address spreadsheet include the acreage and percentage of each of the owners within the bufferMAKE SURE TO REMOVE THE SITE ADDRESSES/ACREAGE 758 759 1 Zagurski, Hayley From:Rick Coe <rcoe@frpltd.com> Sent:Thursday, December 31, 2020 10:00 AM To:Zagurski, Hayley Subject:Project Number: Z20-0012  This message has originated from an External Source. Please be cautious regarding links and attachments.    Hayley, happy holidays and here’s looking forward to a better 2021.  Please note that Rayzor Ranch Marketplace  Associates LLC and Rayzor Ranch Town Center Associates LLC are IN FAVOR of the above referenced amendment to the  Rayzor Ranch Overlay District.    Please reach out with any questions.    Best Regards,    Rick    Rick Coe  President   Fidelis DFW Retail 8140 Walnut Hill Lane | Suite 400 | Dallas, TX 75231 D 469-289-4301 | C 214-505-1007  rcoe@frpltd.com | www.frpltd.com  PROPERTIES | JOIN OUR MAILING LIST          760 761 762 763 764 765 766 767 768 769 770 771 Da Z20-0012 Rayzor Ranch East Overlay Amendments 1 April 6, 2021 City Council Meeting 1 772 Background •Request: Amendments to the Rayzor Ranch Overlay District to make the following changes to the eastern portion of the South Mixed Use District: •Revise the concept and zoning map exhibits (B-1 and B-4) •Amend/adopt development standards and design criteria 04/06/2021 File ID: Z20-0012c 2 773 •410 Acres -Two Major Areas: •Marketplace (~153 acres) •South Campus (~257 acres) Rayzor Ranch: MARKETPLACE SOUTH CAMPUS 04/06/2021 File ID: Z20-0012c 3 774 Overlay Zoning: South Campus •RR-1 & South RR-2 •Exhibits C-1, D-1, and E-1 of the RROD outline the architectural, landscaping, and sign standards for these areas. •South Mixed-Use •No design and development standards yet approved for non-residential uses (Exhibits C-2, D-2, and E-2 as placeholders) •C-3 -standards for multi-family west of Heritage Trail in 2016 •C-2A and C-2B -standards for multi-family and single-family east of Heritage Trail adopted in 2019. 04/06/2021 File ID: Z20-0012c 4 775 RROD Concept Plan (Exhibit B-1) 04/06/2021 File ID: Z20-0012c 5 Proposed Current •Updates the east side to reflect platting/ROW dedications •Revises use designation for three properties 776 RROD Zoning Plan (Exhibit B-4) 04/06/2021 File ID: Z20-0012c 6 •Updates the east side to reflect platting/ROW dedications •Revises use designation for three properties •NO CHANGE to base zoning Proposed Current 777 ✓Eastern part of RROD was not platted when exhibits B-1 and B-4 were updated in 2017. Updating the maps to reflect property boundaries and public streets helps distinguish the limits of each use area. ✓Revising the designation of the lot north of the park would be a continuation of the commercial designation to the north and is consistent with plans presented to the Council as part of the park work session. The park has not yet been dedicated and accepted by the Council. ✓Revising the designation of the lot located at Panhandle and Heritage Trail would make it consistent with other lots in the area. A public park would not be logical so close to the proposed park. ✓Revising the designation of the lot along Bonnie Brae is logical given the recent increase to gas well Reverse Setbacks. Protected Uses could not be developed within 500 feet of the existing gas well site. Considerations File ID: Z20-0012c04/06/2021 7 778 Proposed Standards –Exhibits C-2, D-2, E-2 •Provides site design/architecture/parking (C-2), landscaping (D-2), and sign standards (E-2) for non-residential uses. •Proposed standards are consistent with all other non-residential development in Rayzor Ranch in terms of screening, building design/materials, minimum landscape and tree canopy, parking, and sign standards. •Considerations: ✓Development standards within Rayzor Ranch are comparable to those from the 2002 DDC, with enhancements related to architecture and landscaping within parking areas. ✓These standards propose no substantive deviations from the existing RROD standards. ✓Future development will be required to follow the RROD Site Plan process with P&Z approval. 04/06/2021 File ID: Z20-0012c 8 779 •Revisions intended to: •Provide reference to the new exhibits C-2, D-2, and E-2 and •Clarify uses permitted within the subarea designations on Exhibits B-1 and B-4 by reorganizing the text •No changes are proposed to the permitted uses or density/intensity standards within the South Mixed-Use District. •Considerations: ✓The proposed updates to the main RROD text will assist in administering the code by clarifying the applicability of the new design standards and better organizing the permitted uses. RROD (Section 35.7.15) Updates File ID: Z20-0012c04/06/2021 9 780 Public Notification 1.Newspaper Ad: Dec. 20, 2020 2.Property Posted: Nov. 3, 2020 3.Mailed Notices: Dec. 17, 2020 •200 ft. Public Notices: 55 •500 ft. Courtesy Notices: 129 •Responses to 200’ Legal Notice: In Opposition: 1 In Favor: 1 Neutral: 0 4.Neighborhood Meeting: None held 04/06/2021 File ID: Z20-0012c 10 781 Recommendation Staff recommends approval of the request. Planning and Zoning Commission recommended approval [7-0] at their meeting on January 6, 2021. 04/06/2021 File ID: Z20-0012c 11 782 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 21-497,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton authorizing the Interim City Manager to execute a Park Development Agreement between the City of Denton and Allegiance Hillview, LP, for the dedication of park land and improvements at the Rayzor Ranch East Development; authorizing acceptance of land; and providing an effective date. City of Denton Printed on 4/2/2021Page 1 of 1 powered by Legistar™783 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Parks and Recreation ACM: David Gaines, Interim Deputy City Manager DATE: April 6, 2021 SUBJECT Consider adoption of an ordinance of the City of Denton authorizing the Interim City Manager to execute a Park Development Agreement between the City of Denton and Allegiance Hillview, LP, for the dedication of park land and improvements at the Rayzor Ranch East Development; authorizing acceptance of land; and providing an effective date. BACKGROUND Allegiance Hillview LP. is developing Rayzor Ranch East, a mixed-use development, on approximately 90.548 acres of land south of University Drive and east of Interstate 35. The Developer estimates that the Development will consist of 150 single-family lots and 1,131 multi-family units. The overlay district of the entire south campus could allow the development of up to 185 single-family units, 496 townhomes and 1,800 multi-family units. In addition, one (1) lot of 9.861 acres is intended to be dedicated to the City to satisfy Park Dedication and Development Ordinance 98-039. The amount of parkland dedication required for this development is 6.14 acres Since May 2018, Parks and Recreation staff have been in discussions with Hodges Architecture and Allegiance Hillview LP, developer regarding the development of a future park within the Rayzor Ranch East. On September 10, 2018, Parks and Recreation staff provided a brief update of the project to the Parks, Recreation and Beautification Board. During that meeting, the Board asked staff to continue to work with the developer on the design of the park. On November 30, 2018, Parks and Recreation staff received the initial design rendering for the future park. A video of the computer-generated rendering can be seen at https://youtu.be/do32vn8cC0E. In addition, on December 20, 2018, Parks and Recreation received landscape plans detailing the placement of trees and ornamental grasses. This information was then utilized to develop a projected construction and maintenance operating budget. On January 7, 2019, the Parks, Recreation and Beautification Board received an updated presentation of the park project and recommended to move forward with a recommendation to City Council (7-0). The park does not have dedicated parking. Street parking is available along East Park Blvd. and Crescent Street, with a total of one hundred one (101) parking spaces located on the east side of the park. Of this total amount, five (5) are dedicated for ADA accessible parking compliance. In addition, dedicated parking lots for retail are located within a few blocks that provide additional parking opportunities. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 784 On April 2, 2019, Parks and Recreation presented the proposed park to City Council. During the meeting, City Council provided feedback with potential ideas that could be incorporated in the new park. Some of the ideas were integrated into the park space, such as spacing for food trucks, wildflower areas and trees. However, at this time, some of the suggestions provided by Council will not be in the initial plan due to budgetary restrictions. Some of the suggested ideas from Council that are not currently included are an interactive fountain, shaded space, elevated stage, and terraced seating. The development group did have several conversations regarding potential opportunities with the Denton Explorium Museum about the use of the parcel north of the park. The Denton County Appraisal District lists this parcel as having an assessed value of $59,344.64 per acre. • At $59,344.64 per acre the fee in lieu of land requirement for 6.14 acres is $364,376.09. • With the execution of this development agreement the City would be receiving 9.861 acres, valued at $59,344.64 per acre or $585,197.50 per Denton County Appraisal District’s assessment. • Developer has paid $364,376.09 to satisfy the Park Dedication Fee which is to be refunded to the developer within 30 days of dedication by Special Warranty Deed. Allegiance Hillview LP has developed the Park Lot, is dedicating to the City for Public Park use. The intent is to reimburse Allegiance Hillview LP the amount of Park Development Fee required by the Park Dedication Ordinance as the single family and multi-family units are completed. • Required Park Development Fee for all units $255,174 • Developers Construction Cost of Park Lot $1,344,013 RECOMMENDATION Staff recommends approval of the development agreement. OPERATIONAL IMPACT A total of $86,863.05 is being contributed by the developer to offset the maintenance cost in year one (1). In future years, it is anticipated that the cost to maintain this parcel is estimated at approximately $150,000 for irrigation, landscaping, plant replacement, annual mowing, litter abatement and utilities. While this funding is not budgeted for FY2020-2021, these projected maintenance costs will be included in a supplemental request for FY2021-2022. FISCAL INFORMATION • Park Dedication Fee in lieu of land required amount: $364,376.09 • Total value of the proposed property per the Denton County Appraisal District $504,260.84 (per acre: $59,344.64). PRIOR ACTION/REVIEW (Council, Boards, Commissions) On September 10, 2018, Parks and Recreation staff provided a brief update of the project to the Parks, Recreation and Beautification Board. On January 7, 2019, the Parks, Recreation and Beautification Board received an updated presentation of the park project and recommended to move forward with a recommendation to City Council (7-0). On April 2, 2019, Parks and Recreation presented the proposed park to City Council. On October 12, 2020, the Parks, Recreation and Beautification Board was presented an updated on the park development. EXHIBITS 785 Exhibit 1 – Agenda Information Sheet Exhibit 2 – Ordinance Exhibit 3 – Presentation Respectfully submitted: Gary Packan, Parks and Recreation Prepared by: Jason Donnell, Park Planner, Parks and Recreation 786 ORDINANCE NO.__________ AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE INTERIM CITY MANAGER TO EXECUTE A PARK DEVELOPMENT AGREEMENT BETWEEN THE CITY OF DENTON AND ALLEGIANCE HILLVIEW, LP, FOR THE DEDICATION OF PARK LAND AND IMPROVEMENTS AT THE RAYZOR RANCH EAST DEVELOPMENT; AUTHORIZING ACCEPTANCE OF LAND; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Allegiance Hillview, LP (the “Developer”), owns and is currently developing a 90.548 acre parcel of property within the City of Denton, known as Rayzor Ranch East, and has substantially completed construction of a park and improvements located therein and requests to dedicate certain land and improvements in fulfillment of its Park Dedication requirement of Section 22-37 and in lieu of the Park Development Fee requirement of Section 22-39 of the City’s Code of Ordinances; and WHEREAS, the Interim City Manager recommends, and the City Council deems it in the public interest that the City enter into the Park Development Agreement attached hereto; 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 is hereby authorized to execute on behalf of the City, the Park Development Agreement as attached hereto and incorporated by reference herein. SECTION 3. The Interim City Manager, or her designee, is hereby authorized to receive land and to undertake the obligations as set forth in the Park Development Agreement and make payments to the Developer, its successors and assigns, in accordance with the terms of the 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: ______ ______ ______ ______ DocuSign Envelope ID: 22886692-FCE1-4C18-BE2E-B58F85159287 787 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: __________________________________ Digitally signed by Mack Reinwand Date: 2021.03.31 21:35:38 -05'00' DocuSign Envelope ID: 22886692-FCE1-4C18-BE2E-B58F85159287 788 1 PARK DEVELOPMENT AGREEMENT THIS PARK DEVELOPMENT AGREEMENT (this “Agreement”) entered into between Allegiance Hillview, LP, a New York Limited Partnership, (the “Developer”) and the City of Denton, Texas, a municipal corporation (the “City”) as of the Effective Date as provided below. Introductory Provisions Developer is the original owner of and is currently developing a 90.548 acre tract of land for residential and other uses known as Rayzor Ranch East (the “Project”) on a tract of land described as Lot 1, Block A, Lots 1 and 2 Block B, Lot 1 Block C, Lots 1 and 2 Block D, Lots 1 and 2, Block E, and Lots 1 and 2, Block F, Rayzor Ranch East, an addition to the City of Denton according to the plat thereof recorded in Document Number 2019-105, Plat Records of Denton County, Texas; being also lots 2R and 3R, Block C, Rayzor Ranch East, an addition to the City of Denton according to the plat thereof recorded in Document Number 2019-297, Plat Records of Denton County, Texas; being also lots 4R-6R Block A, an addition to the City of Denton according to the plat thereof recorded in Document Number 2020-138, Plat Records of Denton County, Texas. Developer has improved a portion of the Project as park land for public use, by constructing a public park (the “Park”, which includes the Park Property and Park Improvements as hereinafter defined) on a portion of the Project described as Lot 2, Block F, Rayzor Ranch East Addition, according to the Final Plat (the “Park Property”); The Park is more particularly depicted on the plan shown on Exhibit “A” attached hereto and incorporated herein for all purposes, including a depiction of the facilities, trail, and other improvements described in Section 3 of this Agreement that have been constructed and installed, and that are to be dedicated by Developer at the Park Property (collectively, the “Park Improvements”); Developer intends to dedicate the Park Property to the City to satisfy the park dedication requirements for the Project contained in Section 22-37 of the City of Denton Code of Ordinances; Developer has substantially completed the construction and installation of the Park Improvements and intends to dedicate the Park Improvements to the City, and the City intends to reimburse Developer for such Park Improvements with park development fees assessed and collected by the City for the Project at the time of building permit applications in accordance with Section 22-39 of the City’s Code of Ordinances (“Park Development Fees”); and Developer and the City enter into this Agreement to confirm their agreement concerning (a) the Developer’s dedication of the Park to the City, (b) the City’s acceptance of the Park to satisfy the park dedication requirement and agreement to reimburse Developer with Park Development Fees received from the Project property for Developer’s construction of Park Improvements, and (c) the Developer’s one-time financial contribution to the City for the City’s maintenance of the Park. DocuSign Envelope ID: 22886692-FCE1-4C18-BE2E-B58F85159287 789 2 A. Agreements For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows: 1. Dedication of the Park. The Developer will dedicate the Park to the City in accordance with the terms of this Agreement, on or before April 30, 2021. At such time, the Park shall be dedicated by Special Warranty Deed(s) in the form attached hereto as Exhibit “B” and incorporated herein by reference for all purposes from Developer, its successors or assigns, to the City, and upon the recording of such Special Warranty Deed(s) with the Denton County Clerk (the “Dedication Date”), the City shall be deemed to have accepted such Park. The City and the Developer will work cooperatively to process the Developer’s dedication of the Park. Developer shall prepare and record all documents related to the dedication and conveyance of the Park Property and Park Improvements at the Developer’s sole expense. The dedication of the Park Property will satisfy Developer’s park dedication requirements for the Project in satisfaction of Section 22-37 of the City’s Code of Ordinances. Any payments in lieu of park dedication paid to the City for the Project under Section 22-38 of the Code of Ordinances prior to the Effective Date shall be refunded to Developer. As of the Effective Date, Developer has paid THREE HUNDRED SIXTY-FOUR THOUSAND THREE HUNDRED AND SEVENTY-SIX AND 09/100 DOLLARS ($364,376.09) as payment in lieu of park dedication and such amount shall be refunded to Developer, without interest, within thirty (30) days of the Dedication Date. 2. Park Maintenance. On or before the Dedication Date, the Developer shall pay EIGHTY-SIX THOUSAND EIGHT HUNDRED AND SIXTY-THREE AND 05/100 DOLLARS ($86,863.05) to the City as a contribution for the City’s maintenance cost of the Park for one (1) year. After the Dedication Date, all Park maintenance shall be the City’s responsibility and Developer will have no further responsibility for such maintenance. The level of the City’s maintenance of the Park is within the discretion of the City; and the City makes no representations as to the standard of its maintenance of the Park. Notwithstanding the foregoing or anything contained herein to the contrary, in no event shall Developer be required to maintain the Park after the Dedication Date. Developer shall assign all applicable Park maintenance bonds and vendor warranties to the City. 3. Construction and Location of Parks Improvements. Developer has substantially completed the construction of the Park Improvements on the Park Property, which Park Improvements include: (a) grading and dirt work, (b) concrete walking trails, (c) a performance slab, (d) irrigation and site drainage, (e) sod and native grasses, (f) water fountain, (g) trees, (h) metal benches, (i) trash receptacles, (j) bicycle racks, (k) solar lighting, (l) electric power pedestals, and (m) an exercise equipment station. 4. Costs of the Park Improvements. An estimate of the costs of the Park Improvements is contained on Exhibit “C” attached to this Agreement and incorporated herein by DocuSign Envelope ID: 22886692-FCE1-4C18-BE2E-B58F85159287 790 3 reference for all purposes. Upon written request therefor, Developer shall provide invoices to the City to establish the actual cost for the construction and installation of the Park Improvements (the “Actual Park Improvement Costs”). The City shall not be required to reimburse Developer for Actual Park Improvement Costs which exceed the Reimbursement Amount as defined herein. 5. Reimbursement to Developer for Park Improvements. The City shall reimburse Developer in an amount not to exceed TWO HUNDRED FIFTY-FIVE THOUSAND ONE HUNDRED AND SEVENTY-FOUR DOLLARS ($255,174.00) (“Reimbursement Amount”), without interest, for the Park Improvements in accordance with the terms of this Section. Actual Park Improvement Costs that exceed the Reimbursement Amount will be the sole cost of the Developer and Developer waives any claim to payment therefor that it may have under any theory of law against the City. The City shall reimburse the Developer up to the Reimbursement Amount solely with Park Development Fees paid to the City from the Project property. Within thirty (30) days of the Dedication Date, the City shall pay the Developer the Park Development Fees paid to the City from the Project property prior to the Dedication Date. Thereafter, the City shall pay the Developer once every six (6) months the Park Development Fees received by the City from the Project Property during such six (6) month period until the full Reimbursement Amount is paid. In no event will Developer be entitled to reimbursement for Park Improvements in excess of the Reimbursement Amount or from any source of revenue other than Park Development Fees received by the City from development permits on properties located within the Project property. The Park Development Fees for the Rayzor Ranch East Addition shall be set at $187.00 per multi-family unit and $291.00 per single family unit until the later of: (i) March 1, 2024 or (ii) three (3) years from the Effective Date. 6. Park Name. Naming of the Park will be directed by Resolution Number R20-2001, as amended, which outlines the naming policy guidelines for City buildings, facilities, land or any portion thereof. 7. City Infrastructure. The parties agree that the Developer at its sole cost has extended municipal water, sewer, electricity, and roads, and other infrastructure and utilities to the Park as part of this Agreement and in accordance with city requirements. The cost of such infrastructure construction does not qualify as an Actual Park Improvement Cost or effect the Park dedication requirements of this Agreement. 8. Additional Park Dedication. The Developer’s dedication of the Park Property under this Agreement is based on the type of development (single family and/or multi-family) and the anticipated number of residential units to be developed on the Project property. The Park dedication required by this Agreement for the Project was determined with the formula 2.5 acres x 149.9 units x 2.8 persons divided by 1,000 for 1.05 acres of land for residential property, and 2.5 acres x 1131.3 units x 1.8 persons divided by 1,000 for 5.09 acres of land for multi-family property, totaling 6.14 acres. If the actual number of residential units developed on the Project property exceeds the units utilized DocuSign Envelope ID: 22886692-FCE1-4C18-BE2E-B58F85159287 791 4 in this formula and the resulting total acreage required to be dedicated in accordance with the requirements of Section 22-37 of the City’s Code of Ordinances exceeds the acreage of Park Property to be dedicated in accordance with this Agreement, future residential building permittees shall make payments in lieu of dedication to the City in accordance with the requirements of Section 22-37 of the City’s Code of Ordinances. 9. Waivers. The parties hereby agree: A. Nothing in this Agreement shall be considered an illegal impact fee or exaction. The Developer agrees and stipulates that all terms of Local Government Code Section 212.904 have been met by the City and that the requirement for Developer to construct and dedicate the Park, subject to reimbursement by the City in accordance with this Agreement, does not exceed an amount that is roughly proportionate to the demand that Developer’s anticipated Project places on the City’s parks and recreation infrastructure and that the Park is related both in nature and extent to the impact of the Project on the City’s parks and recreation system. B. Developer and its related entities, successors and assigns release and discharge the City, its past and present employees, officers, council members, attorneys and other agents, contractors, and representatives from any and all claims, demands, controversies, and causes of action for breach of contract, takings, exactions, claims under Texas Local Government Code Chapter 395, and claims under the Private Real Property Rights Preservation Act, Texas Government Code Chapter 2007. C. Developer waives any right to appeal the requirement to construct and dedicate the Park in accordance with the terms of this Agreement pursuant to Section 22-42 of the City’s Code of Ordinances, as amended. 10. INDEMNIFICATION. A. DEVELOPER SHALL INDEMNIFY, SAVE AND HOLD HARMLESS THE CITY, ITS ELECTED OFFICIALS, OFFICERS, AGENTS, ATTORNEYS AND EMPLOYEES (COLLECTIVELY, THE “INDEMNITEES”) FROM AND AGAINST: (I) ANY ADMINISTRATIVE OR INVESTIGATIVE PROCEEDING BY ANY GOVERNMENTAL AUTHORITY DIRECTLY OR INDIRECTLY RELATED, TO A CLAIM, DEMAND, ACTION OR CAUSE OF ACTION, ARISING FROM DEVELOPER’S PERFORMANCE OF ITS OBLIGATIONS HEREUNDER; (II) ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION WHICH DIRECTLY OR INDIRECTLY CONTESTS OR CHALLENGES THE LEGAL AUTHORITY OF THE CITY OR DEVELOPER TO ENTER INTO THIS AGREEMENT; (III) ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION BROUGHT BY AN ASSIGNEE OF DEVELOPER RELATED TO APPROVAL OF AN ASSIGNMENT BEING WITHHELD BY THE CITY; AND (IV) ANY AND ALL LIABILITIES, LOSSES, CLAIMS, COSTS OR EXPENSES (INCLUDING ATTORNEY’S FEES AND DISBURSEMENTS) THAT ANY INDEMNITEES SUFFER OR INCUR AS A RESULT OF ANY ACTION OR OMISSION OF DEVELOPER PURSUANT TO THIS AGREEMENT; DocuSign Envelope ID: 22886692-FCE1-4C18-BE2E-B58F85159287 792 5 PROVIDED, HOWEVER, THAT DEVELOPER SHALL HAVE NO OBLIGATION UNDER THIS PARAGRAPH TO THE CITY WITH RESPECT TO ANY OF THE FOREGOING ARISING OUT OF THE NEGLIGENCE OR WILLFUL MISCONDUCT OF THE CITY OR THE BREACH BY THE CITY OF THIS AGREEMENT. B. DEVELOPER SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS THE INDEMNITEES AGAINST ALL COSTS, LIABILITIES, DAMAGES, CLAIMS, SUITS, ACTIONS, AND CAUSES OF ACTIONS (“CLAIMS”), TO THE EXTENT ARISING DIRECTLY OR INDIRECTLY OUT OF (A) A BREACH OF THIS AGREEMENT OR VIOLATION OF LAW BY THE DEVELOPER AND DEVELOPER’S EMPLOYEES, SUBCONTRACTORS, SUCCESSORS AND ASSIGNS (THE “DEVELOPER PARTIES”), (B) A FALSE REPRESENTATION OR WARRANTY MADE BY THE DEVELOPER PARTIES IN THIS AGREEMENT OR THE FORMATION OF THIS AGREEMENT, (C) THE NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF A STANDARD OF STRICT LIABILITY BY THE DEVELOPER PARTIES IN CONNECTION WITH THIS AGREEMENT. CLAIMS TO BE INDEMNIFIED INCLUDE CLAIMS FOR BODILY INJURY OR DEATH, AND DAMAGE, DESTRUCTION OR LOSS OF USE OF PROPERTY. DEVELOPER SHALL HAVE NO OBLIGATION UNDER THIS PARAGRAPH TO THE CITY WITH RESPECT TO ANY OF THE FOREGOING ARISING OUT OF THE NEGLIGENCE OR WILLFUL MISCONDUCT OF THE CITY OR THE BREACH BY THE CITY OF THIS AGREEMENT. 11. Representations and Warranties. Developer warrants that it has already paid or will pay in full all laborers, subcontractors, materialmen, and suppliers for all work, materials, equipment, or services provided for or to the Park prior to the Dedication Date, and that on the Dedication Date the Park will be dedicated to the City free and clear of all liens, charges, security interests, or encumbrances (except that the Property shall be subject to the lien of current non-delinquent real property taxes and assessments which taxes will be paid by Grantor prior to their delinquency). If any liens, charges, security interests, or encumbrances or filed in the Real Property Records of Denton County, Texas after the Dedication Date, the Developer is solely responsible to remove such liens, charges, security interests, or encumbrances from the Real Property Records of Denton County, Texas. B. Miscellaneous 1. This Agreement contains the full and complete Agreement of the parties hereto, and all prior negotiations and Agreements pertaining to the subject matter hereof, are expressly merged in this Agreement. Each party hereto disclaims any reliance on any facts, promises, undertakings or representations (oral or written) made by any other party, or DocuSign Envelope ID: 22886692-FCE1-4C18-BE2E-B58F85159287 793 6 his agent or attorneys, prior to or contemporaneous to the date of execution of this Agreement. 2. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and assigns. 3. All parties acknowledge that this Agreement is the result of substantial negotiation between the parties. All parties further acknowledge that each party and its legal counsel have reviewed, revised, and contributed to this Agreement; so that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement, nor any amendments or exhibits thereto. 4. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions thereof and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. 5. All notices required to be given under this Agreement shall be given in writing and shall be effective when actually delivered or when deposited in the United States mail, first class, postage prepaid, addressed to the party to whom the notice is to be given at the addresses shown below. Notices may be given via facsimile at the numbers below. Any party may change its address or fax no. for notices under this Agreement by giving written notice to the other parties, specifying that the purpose of the notice is to change the party’s address. For notice purposes, each party agrees to keep the other informed at all times of its current address and fax number. To City: City Manager City of Denton City Hall 215 E. McKinney Denton, Texas 76201 Fax No. 940.349.8596 To Developer: Andrew Osborne Allegiance Hillview, LP 5221 N. O’Conner Blvd., Suite 700 Irving, Texas 75039 6. This Agreement shall be construed under the laws of the State of Texas and is fully performable in Denton County, Texas. Exclusive venue for any suit to enforce the DocuSign Envelope ID: 22886692-FCE1-4C18-BE2E-B58F85159287 794 7 terms and conditions of this Agreement shall be a court of competent jurisdiction in Denton County, Texas. 7. This Agreement shall not be construed as creating an employer/employee relationship, a partnership, joint enterprise, or a joint venture between the parties. The City and the Developer are independent contractors. The Developer agrees and understands that this Agreement does not grant any rights or privileges established for employees of the City. 8. This Agreement may be executed in multiple counterparts, by one or more signatories, separately and each of such counterparts shall be deemed an original for all purposes, and all such signed counterparts shall constitute but one and the same instrument. For purposes of the parties’ execution of this Agreement, it is expressly agreed that a facsimile or telecopy of a party’s signature hereto shall be valid, binding and enforceable as the original. Signed to be effective the _____ day of _____________, 2021 (the “Effective Date”). [signature on following pages] DocuSign Envelope ID: 22886692-FCE1-4C18-BE2E-B58F85159287 795 DocuSign Envelope ID: 22886692-FCE1-4C18-BE2E-B58F85159287 796 CITY OF DENTON, TEXAS: By: ______________________________________ Sara Hensley Interim City Manager 215 E. McKinney Denton, Texas 76201 ATTEST: ROSA RIOS, CITY SECRETARY By: ______________________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY By: ______________________________________ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT Digitally signed by Mack Reinwand Date: 2021.03.31 21:36:39 -05'00' DocuSign Envelope ID: 22886692-FCE1-4C18-BE2E-B58F85159287 Parks and Recreation Gary Packan Director of Parks and Recreation 797 DocuSign Envelope ID: 22886692-FCE1-4C18-BE2E-B58F85159287 798 EXHIBIT “A” PARK DEPICTION AND CONCEPT PLAN (6 pages) DocuSign Envelope ID: 22886692-FCE1-4C18-BE2E-B58F85159287 799 DocuSign Envelope ID: 22886692-FCE1-4C18-BE2E-B58F85159287 800 DocuSign Envelope ID: 22886692-FCE1-4C18-BE2E-B58F85159287 801 DocuSign Envelope ID: 22886692-FCE1-4C18-BE2E-B58F85159287 802 DocuSign Envelope ID: 22886692-FCE1-4C18-BE2E-B58F85159287 803 DocuSign Envelope ID: 22886692-FCE1-4C18-BE2E-B58F85159287 804 DocuSign Envelope ID: 22886692-FCE1-4C18-BE2E-B58F85159287 805 EXHIBIT “B” SPECIAL WARRANTY DEED NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER’S LICENSE NUMBER. SPECIAL WARRANTY DEED STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF DENTON § Allegiance Hillview, LP, a New York Limited Partnership (“Grantor”), for and in consideration of the sum of $10.00 and other valuable consideration paid to Grantor by the City of Denton, Texas, a home rule municipal corporation (“Grantee”), has GRANTED, SOLD AND CONVEYED, and by these presents does GRANT, SELL AND CONVEY, to Grantee all of that certain approximate 9.861 acre tract or parcel of real property, together with appurtenances thereon and improvements thereto, including all right, title and interest in all adjacent public streets and public rights-of-way (if any), more particularly described as: Lot 2, Block F, of the Rayzor Ranch East Addition, according to the final plat thereof recorded as Document No. 2019-105, Plat Records of Denton County, Texas (the “Property”). Grantor hereby reserves to itself and its successors and assigns all oil, gas and other minerals in or under the Property or that may be produced from the Property, except however, such reservation does not include the right to enter upon or use the surface of the Property in any way in connection with or related to the oil, gas, and other minerals and/or related to the exploration or production of same (the “Mineral Reservation”). THIS CONVEYANCE IS MADE SUBJECT TO all of the following (the “Permitted Encumbrances”): (a) all covenants, conditions, restrictions, easements and other matters that appear of record in the Real Property Records of Denton County, Texas, except for debts and liens which Grantor expressly covenants to Grantee that the Property is being conveyed free and clear of (except that the Property shall be subject to the lien of current non-delinquent real property taxes and assessments which taxes will be paid by Grantor prior to their delinquency); (b) all matters that are apparent by an inspection or survey of the Property; (c) the Mineral Reservation. EXCEPT AS OTHERWISE PROVIDED IN THE PARK DEVELOPMENT AGREEMENT, GRANTEE HEREBY ACKNOWLEDGES AND AGREES THAT GRANTEE IS RECEIVING THE PROPERTY ON AN "AS IS", "WHERE IS" AND "WITH ALL FAULTS", WITHOUT DocuSign Envelope ID: 22886692-FCE1-4C18-BE2E-B58F85159287 806 DocuSign Envelope ID: 22886692-FCE1-4C18-BE2E-B58F85159287 807 DocuSign Envelope ID: 22886692-FCE1-4C18-BE2E-B58F85159287 808 EXHIBIT “C” ESTIMATED COST OF PARK IMPROVEMENTS DocuSign Envelope ID: 22886692-FCE1-4C18-BE2E-B58F85159287 809 New Park “Rayzor Ranch Property” April 6, 2021 . Exhibit 3 4/6/2021 ID 21-497 1 810 Rayzor Ranch Property McKenna Park 24/6/2021 ID 21-497 811 9/14/2020, PRB20-043 3 812 ✓Walking trails and connectivity to other parks ✓Water fountains •Shade (183 trees -36% tree canopy at full growth) ✓Public transportation (380/Bonnie Brae) and bike racks ✓Education signage (Need to conduct research) ✓Lighting (Solar lighting added) •Call boxes for safety (Park system review) ✓Turf quality, green space and trees, trees and more trees ✓Parking -ADA accessible parking •Restrooms (temporary, work w/future private development) •Street crossings and traffic light at University/Heritage Trail ✓Consideration for a sprayground and playground Community Meeting Feedback –March 18, 2019 4 813 ✓Food Truck “bays” ✓Parking for ADA and “moms” (Drop off locations) •Protected street crossings ✓Explore opportunities with Denton Explorium Museum ✓Work with Denton Master Naturalists ✓Wildflowers in the park (May need additional plantings) •Sprayground/Water feature (Potential future location per plan) •Shade w/solar panels (183 trees -36% tree canopy, full growth) •Terraced seating w/elevated stage (Parks Master Plan) •Restrooms (Work with future private development) ✓Place design video on Facebook City Council Meeting Feedback –April 2, 2019 PRB20-050, 10/12/2020 5 814 54 parking spaces / 3 ADA compliant 47 parking spaces / 2 ADA compliant Rayzor Ranch Parking Plan Retail parking lots within a few blocks PRB20-050, 10/12/2020 6 Food Truck parking w/electric 815 View North 74/6/2021 ID 21-497 816 View South 9/14/2020, PRB20-043 84/6/2021 ID 21-497 817 View East 94/6/2021 ID 21-497 818 BASE DESIGN •Design •Grading •Trail Construction •Signage •Irrigation/Drainage •Landscaping •Lighting •Various amenities TOTAL COST Project Budget $70,250 $26,488 $160,000 $0 $280,000 $674,598 $73,432 $59,245 $1,344,013 BY DEVELOPER (as of 3-12-21) 104/6/2021 ID 21-497 819 •If approved… •Funding from the developer for maintenance for one year •$83,863.05 •Requirements from the development •Land Dedication –6.14 acres or $364,376.09 per DCAD •Park Development -$255,174 •Provided by the development •Land Dedication –9.86 acres (Valued at $585,197.49 per DCAD) •Park Development -$1,344,013.00 •Work with developer to transfer of 9.86 acres to City of Denton •Refund the Parkland Dedication fee in lieu of $364,376.09 •Refund Park Development Fees (every 6 months/paid in full) Summary and Next Steps 820 Questions “Rayzor Ranch Property” April 6, 2021 . 124/6/2021 ID 21-497 821